0001468174-15-000025.txt : 20150219 0001468174-15-000025.hdr.sgml : 20150219 20150218163524 ACCESSION NUMBER: 0001468174-15-000025 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 27 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150218 DATE AS OF CHANGE: 20150218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 201480589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34521 FILM NUMBER: 15628465 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 10-K 1 h10-k123114.htm FORM 10-K H 10-K 12.31.14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-K

(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File No. 001-34521

HYATT HOTELS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
20-1480589
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification No.)
71 South Wacker Drive,
12th Floor, Chicago, Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (312) 750-1234
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class 
Name of Each Exchange on Which Registered 
Class A Common Stock, $0.01 par value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ¨   No   þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer  þ
Accelerated filer  ¨
Non-accelerated filer  ¨
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  þ
As of June 30, 2014, the aggregate market value of the registrant's Class A common stock, $0.01 par value, held by non-affiliates of the registrant was approximately $2,459.1 million (based upon the closing sale price of the Class A common stock on June 30, 2014 on The New York Stock Exchange). The market value of the registrant's Class B common stock is not included in the above value as there is no active market for such stock.
As of January 31, 2015, there were 36,880,550 shares of the registrant's Class A common stock, $0.01 par value, outstanding and 111,405,463 shares of the registrant's Class B common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant's Proxy Statement for its 2015 Annual Meeting of Stockholders to be held on May 13, 2015.




HYATT HOTELS CORPORATION
TABLE OF CONTENTS
FISCAL YEAR ENDED DECEMBER 31, 2014
 
 
 
PART I
 
 
 
 
 
 
 
 
Item 1.
 
Item 1A.
 
Item 1B.
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
 
 
PART II
 
 
 
 
 
 
Item 5.
 
Item 6.
 
Item 7.
 
Item 7A.
 
Item 8.
 
Item 9.
 
Item 9A.
 
Item 9B.
 
 
 
 
 
 
PART III
 
 
 
 
 
 
Item 10.
 
Item 11.
 
Item 12.
 
Item 13.
 
Item 14.
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
Item 15.
 
 
 
 




Disclosure Regarding Forward-Looking Statements
This annual report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company's plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

the factors discussed in this annual report set forth under the sections titled “Risk Factors” in Part I, Item 1A, and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7;
general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth;
the rate and the pace of economic recovery following economic downturns;
levels of spending in business and leisure segments as well as consumer confidence;
declines in occupancy and average daily rate;
limited visibility with respect to future bookings;
loss of key personnel;
hostilities, or fear of hostilities, including future terrorist attacks, that affect travel;
travel-related accidents;
natural or man-made disasters such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills, nuclear incidents and global outbreaks of pandemics or contagious diseases or fear of such outbreaks;
our ability to successfully achieve certain levels of operating profits at hotels that have performance guarantees in favor of our third-party owners;
the impact of hotel renovations;
our ability to successfully execute our common stock repurchase program;
the seasonal and cyclical nature of the real estate and hospitality businesses;
changes in distribution arrangements, such as through Internet travel intermediaries;
changes in the tastes and preferences of our customers;
relationships with associates and labor unions and changes in labor laws;
the financial condition of, and our relationships with, third-party property owners, franchisees and hospitality venture partners;
if our third-party owners, franchisees or development partners are unable to access capital necessary to fund current operations or implement our plans for growth;
risks associated with potential acquisitions and dispositions and the introduction of new brand concepts;
the timing of acquisitions and dispositions;
failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals);
unforeseen terminations of our management or franchise agreements;
changes in federal, state, local or foreign tax law;
increases in interest rates and operating costs;
foreign exchange rate fluctuations or currency restructurings;
lack of acceptance of new brands or innovation;
general volatility of the capital markets and our ability to access such markets;
changes in the competitive environment in our industry and the markets where we operate;
cyber risks and information technology failures;
outcomes of legal proceedings; and
violations of regulations or laws related to our franchising business.

1


These factors are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our business, financial condition, results of operations or cash flows. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

2


Terms Used in this Annual Report
Unless otherwise specified or the context otherwise requires, references in this annual report to “we,” “our,” “us,” “Hyatt,” “HHC,” and the “Company” refer to Hyatt Hotels Corporation and its consolidated subsidiaries.
As used in this annual report, the term “Pritzker family business interests” means (1) various lineal descendants of Nicholas J. Pritzker (deceased) and spouses and adopted children of such descendants; (2) various trusts for the benefit of the individuals described in clause (1) and trustees thereof; and (3) various entities owned and/or controlled, directly and/or indirectly, by the individuals and trusts described in (1) and (2).
As used in this annual report, the term “properties” refers to hotels, residential and vacation ownership units that we develop, own, operate, manage, franchise, or to which we provide services or license our trademarks. “Hyatt portfolio of properties” or "portfolio of properties" refers to hotels and other properties that we develop, own, operate, manage, franchise, license, or provide services to, including under our Park Hyatt, Andaz, Hyatt, Grand Hyatt, Hyatt Regency, Hyatt Place, Hyatt House, Hyatt Ziva and Hyatt Zilara brands. Residential ownership units refers to residential units that we manage, or to which we provide services or license our trademarks (such as serviced apartments and Hyatt-branded residential units), some of which we own, that are part of mixed-use projects, which are often adjacent to a full service hotel that is a member of the Hyatt portfolio of properties. Vacation ownership units refer to the fractional and timeshare vacation ownership properties with respect to which we license our trademarks and that are part of the Hyatt Residence Club. Hospitality ventures refer to entities in which we own less than a 100% equity interest.
As used in this annual report, the term “associates” refers to the more than 97,000 individuals working at our corporate and regional offices and our managed, franchised and owned properties. We directly employ approximately 45,000 of these 97,000 associates. The remaining associates are employed by third-party owners and franchisees of our hotels.
Hyatt®, Park Hyatt®, Andaz®, Grand Hyatt®, Hyatt Regency®, Hyatt Place®, Hyatt House®, Hyatt Ziva™, Hyatt Zilara™, Hyatt Residence Club®, Hyatt Gold Passport®, Hyatt Resorts™ and related trademarks, logos, trade names and service marks appearing in this annual report are the property of Hyatt Corporation, a wholly owned subsidiary of Hyatt Hotels Corporation. All other trademarks, trade names or service marks appearing in this annual report are the property of their respective owners.


3


Part I

Item 1.    Business.
Our History
Hyatt was founded by Jay Pritzker in 1957 when he purchased the Hyatt House motel adjacent to the Los Angeles International Airport. In 2004 substantially all of the hospitality assets owned by Pritzker family business interests, including Hyatt Corporation and Hyatt International Corporation, were consolidated under a single entity whose name was subsequently changed to Global Hyatt Corporation. On June 30, 2009, Global Hyatt Corporation changed its name to Hyatt Hotels Corporation. Hyatt Hotels Corporation is a global hospitality company with widely recognized, industry leading brands. We completed our initial public offering of our Class A common stock on November 10, 2009.
Overview
Hyatt Hotels Corporation is a global hospitality company with widely recognized, industry leading brands and a tradition of innovation developed over our more than fifty-year history. We develop, own, operate, manage, franchise, license or provide services to a portfolio of properties, consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential and vacation properties. As of December 31, 2014, our worldwide portfolio of properties consisted of 587 properties (155,265 rooms and units). See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" for a categorized breakdown of our portfolio.
Our full service hotels and resorts operate under five established brands, Park Hyatt, Andaz, Hyatt, Grand Hyatt and Hyatt Regency. Our two select service brands are Hyatt Place and Hyatt House, an extended stay brand. In 2013, we introduced the Hyatt Ziva and Hyatt Zilara all inclusive resort brands, which marked our entry into the all inclusive resort segment. We also manage, provide services to or license our trademarks with respect to residential ownership units that are often adjacent to a Hyatt-branded full service hotel. We consult with third parties in the design and development of such mixed-use projects. We license our trademarks with respect to vacation ownership units, which are part of the Hyatt Residence Club. In 2014, we sold our vacation ownership business to an affiliate of Interval Leisure Group ("ILG") and entered into a long-term license agreement. In January 2015, we announced the launch of our Hyatt Centric brand, which will debut in the second quarter of 2015.
Our associates, whom we refer to as members of the Hyatt family, are more than 97,000 individuals working at our corporate and regional offices and our managed, franchised and owned properties in 50 countries around the world. Substantially all of our hotel general managers are trained professionals in the hospitality industry with extensive hospitality experience in their local markets and host countries. The general managers of our managed properties are empowered to operate their properties on an independent basis using their market knowledge, management experience and understanding of our brands. Our associates and hotel general managers are supported by our regional management teams located in cities around the world and our executive management team, headquartered in Chicago.
We primarily derive our revenues from hotel operations, management and franchise fees and other revenues from managed properties. For the years ended December 31, 2014 and 2013, revenues totaled $4.4 billion and $4.2 billion, respectively, net income attributable to Hyatt Hotels Corporation totaled $344 million and $207 million, respectively, and Adjusted EBITDA totaled $728 million and $680 million, respectively. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Business Metrics Evaluated by Management - Adjusted EBITDA” for our definition of Adjusted EBITDA, why we present it, and for a reconciliation of our consolidated Adjusted EBITDA to net income attributable to Hyatt Hotels Corporation for the periods presented. For the years ended December 31, 2014 and 2013, 78.7% and 78.2% of our revenues, respectively, were derived from operations in the United States. As of December 31, 2014, 74.8% of our long-lived assets were located in the United States. As of December 31, 2014, we had total debt of $1.4 billion, cash and cash equivalents of $685 million and short-term investments of $130 million. As of December 31, 2014, we had available borrowing capacity of $1.5 billion under our revolving credit facility. These sources provide us with significant liquidity and resources for future growth.
Corporate Realignment
On October 1, 2012 we implemented a realignment of our corporate and regional operations to enhance organizational effectiveness and adaptability. The changes were designed to facilitate innovation and further advance Hyatt toward its goal of becoming the preferred hospitality brand for our associates, guests and owners. The organizational evolution was designed to position Hyatt to adapt quickly and effectively to guest and hotel owner needs during the expansion and growth we anticipate across all of our brands in multiple markets over the next several years.

4


As part of the realignment, we established three operating segments: Americas management and franchising; Southeast Asia, China, Australia, South Korea and Japan ("ASPAC") management and franchising; and Europe, Africa, the Middle East and Southwest Asia ("EAME/SW Asia") management. The operating segments, together with our owned and leased hotels, form our four reportable segments. The results of our vacation ownership business both during our period of ownership and from the ongoing license agreement after the sale of this business in the fourth quarter of 2014, combined with the Hyatt co-branded credit card and unallocated corporate overhead continue to be reported within corporate and other. See Note 19 to our consolidated financial statements included in this annual report for additional information on our segments.
Additionally, as part of our realignment, we created two new functions, the Real Estate and Capital Strategy Group ("Capital Strategy Group") and the Global Operations Center ("GOC"). The Capital Strategy Group, whose costs are included as part of corporate expenses, is responsible for implementing Hyatt's overall capital strategy, managing its hotel asset base and providing support to Hyatt's development professionals around the world. The GOC, whose costs are allocated to our management and franchising businesses, is charged with ensuring that Hyatt's operating segments function according to company-wide principles and standards and enabling ongoing transformation and collaboration to ensure that we optimize our structure and resources.
In furtherance of the realignment implemented in 2012, changes in 2014 included the expansion of the Capital Strategy Group responsibilities to include development and oversight of our overall franchising strategy. We also created the position of the Global President of Operations, who, together with the Group Presidents for each of Hyatt’s three lodging operating segments described above, is responsible for the successful operation of Hyatt’s hotels globally.
Our Mission, Goal and Values
Our Mission
Our mission is to provide authentic hospitality by making a difference in the lives of the people we touch every day, including our associates, guests and owners.
Our Goal
Our goal is to be the most preferred brand in each customer segment that we serve for our associates, guests and owners.
Our Values
We aim to foster a common purpose and culture within the Hyatt family through shared core values of mutual respect, intellectual honesty and integrity, humility, fun, creativity and innovation.
Our mission, goal and values are interdependent, and we refer to this interdependence as the “Hyatt value chain.” The Hyatt value chain begins with our associates. We believe that our efforts to engage our associates in planning for how we can better serve our fellow associates, guests and owners contributes to their commitment to genuine service, which is the first step to achieving high levels of guest satisfaction. In our view, motivating our associates to become personally involved in serving and demonstrating loyalty to our guests is central to fulfilling our mission. We rely upon the management teams at each of our managed properties to lead by example and we provide them with the appropriate autonomy to make operational decisions in the best interest of the hotel and brand. We believe the managers of our franchised properties are experienced operators with high standards who have demonstrated commitment to our values and our approach to guest service consistent with our mission to enhance guest satisfaction. High levels of guest satisfaction lead to increased guest preference for our brands, which we believe results in a strengthened revenue base over the long term. We also believe that engaged associates will enhance efficient operation of our properties, resulting in improved financial results for our property owners. Sustained adherence to these principles is a basis for our brand reputation and is one of the principal factors behind the decisions by our diverse group of hotel owners and developers to invest in the Hyatt portfolio of properties around the world. We work with existing and prospective hotel owners and developers to increase our presence around the world, which we expect will lead to guest satisfaction, brand preference, and new channels for professional growth for our associates.
Our Competitive Strengths
We have significant competitive strengths that support our goal of being the most preferred brand for our associates, guests and owners.
World Class Brands.    We believe that our widely recognized, industry leading brands provide us with a competitive advantage in attracting and driving preference for our associates, guests and owners. We have consistently received top rankings, awards and accolades for service and guest experience from independent publications and surveys, including Condé Nast Traveler, Travel and Leisure, Forbes and AAA (with whom more

5


than 72 of our hotels hold four diamond status and one property holds five diamond status). Our brand recognition and strength is key to our ability to drive preference for our brands among our associates, guests and owners.
Global Platform with Compelling Growth Potential.    Our existing global presence is widely distributed and we operate in 20 of the 25 most populous urban centers around the globe. We believe that our existing hotels provide us with a strong platform from which to selectively pursue new growth opportunities in markets where we are under-represented. Our dedicated global development executives in offices around the world apply their experience, judgment and knowledge to ensure that the Hyatt portfolio of properties enhances preference for our brands. An important aspect of our compelling growth potential is our strong brand presence in higher growth markets such as India, China, the Middle East and Brazil. The combination of our existing presence and brands, experienced development team, established third-party relationships and significant access to capital provides us with a strong foundation for future growth and long-term value creation.
Deep Culture and Experienced Management Teams.    Hyatt has a strong culture rooted in values that have supported our past success and form the foundation for our future. The members of the Hyatt family are united by shared values, a common mission and a common goal. The associates at our properties are led by an experienced group of general managers. For example, the general managers at our full service owned and managed hotels have an average tenure of more than 25 years at Hyatt. Regional management teams located around the world support our hotel general managers by providing corporate resources, mentorship and coaching, owner support and other assistance. Senior operating management has an average of over 30 years of experience in the industry. Our experienced executive management team sets overall policies for our company, supports our regional teams and our associates around the world, provides strategic direction and leads our global growth initiatives.
Strong Capital Base and Disciplined Financial Approach.    Our approach is to maintain appropriate levels of financial leverage through industry cycles and economic downturns. As of December 31, 2014, we had cash and cash equivalents and short-term investments of $815 million and available borrowing capacity of $1.5 billion. We believe that as a result of our balance sheet strength, we are uniquely positioned to take advantage of strategic opportunities to develop or acquire properties and brands. We adhere to a formal investment process in evaluating such opportunities with input from various groups within our global organization.
Diverse Exposure to Hotel Management, Franchising, Ownership and Development.    We believe that our experience as a multi-brand manager, franchisor, owner and developer of hotels makes us one of the best positioned hospitality companies in the world. Our mix of managed, franchised and owned hotels provides a broad and diverse base of revenues, profits and cash flows and gives us flexibility to evaluate growth opportunities across these three lines of business.
High Quality Owned Hotels Located in Desirable Markets.    As of December 31, 2014, we operate a high quality portfolio of properties, consisting of 35 owned properties and 32 managed or franchised properties that are owned or leased by unconsolidated hospitality ventures, consisting of luxury and upper-upscale full service, upscale select service hotels and all inclusive resorts in key markets. Our owned full service hotels are located primarily in key markets, including major business centers and leisure destinations with strong growth potential, such as Chicago, London, Mexico City, New York, Paris, San Francisco, Seoul and Zurich. Our hospitality ventures include 50% ownership interests in properties in Mumbai and São Paulo. A number of our owned hotels and hospitality venture properties are unique assets with high brand recognition and a strong position in their local markets. In 2014, we opened the Park Hyatt New York, the flagship hotel of the globally recognized Park Hyatt brand, giving the brand representation in an additional key market. In 2013, a Hyatt subsidiary acquired the hotel previously known as The Peabody Orlando, and subsequently rebranded it the Hyatt Regency Orlando, adding to our portfolio a high quality 1,641 room hotel located adjacent to one of the largest convention facilities in the United States. As a significant owner of hotel assets, we believe we are well-positioned as demand strengthens, as we expect earnings growth from owned properties to outpace revenue growth at managed properties due to the operating leverage inherent in owned properties. This benefit can be achieved through increased earnings from our owned assets and through value realized from selected asset sales.
Our Business Strategy
Our goal is to be the most preferred brand in each customer segment that we serve for our associates, guests and owners. Our strategy for reaching that goal is based on differentiating Hyatt through powerful brands and innovation and generating long-term, sustainable growth for the company that will create shareholder value and career development opportunities for associates. We implement our strategy through a focus on five strategic priorities:

6


Talent and Reputation
Talent and reputation focuses on attracting, developing, rewarding and retaining individuals who distinguish Hyatt from our competitors and provide a unique experience to our guests. We recognize that our people and our culture are our greatest assets. Our goal is to grow a strong pipeline of diverse and talented colleagues and to provide them with opportunities to fulfill their personal potential and development while helping to make Hyatt successful.
Our brands are defined, in large part, by the authentic hospitality that our associates deliver to our guests. We believe that while a great product is necessary for success, a service model that promotes genuine care for our guests and that is focused on their particular needs is the key to a sustainable long-term advantage. Therefore, we strive to involve our associates in deciding how we care for our guests and identifying what we can do to improve guest satisfaction. We rely on our hotel general managers to lead by example and foster associate engagement. We believe that associate engagement results in higher levels of customer satisfaction and improves the performance of our properties. To assist in this process, we aim to ensure that talented management teams are in place worldwide and to reward those teams that achieve higher levels of associate engagement, guest satisfaction and hotel financial performance.
Our reputation is a reflection of how we conduct ourselves and our business in the communities in which we live and work. One of our principal tools to enhance Hyatt's reputation is Hyatt Thrive, our corporate responsibility program. Through Hyatt Thrive initiatives we volunteer in our communities, support organizations that work in our communities, and work to reduce our waste and carbon footprint – in short, to make the communities in which we operate places where we want to live, where guests want to visit and where our owners want to invest.
Brands and Innovation
In support of our goal to be the most preferred brand in each segment we serve, and to foster quality growth, we have focused on creating a meaningful portfolio of unique brands. Our objective is to differentiate our brands both from one another, and from our competitors. We have developed a personality and identity for each brand that results in a distinct look and reflects experiences and attributes unique to that particular brand.
Successful innovation has been a hallmark of Hyatt since its founding. Hyatt has a long history of commitment to impactful architectural design in both the large-scale convention market and smaller leisure spaces. Our dedicated innovation function, with representation at the highest level of our organization, ensures we continuously probe deeper and uncover new opportunities for enhancing the guest experience in each of our brands. We launched our Hyatt Place brand in 2006 and our Andaz brand in 2007, each of which features a unique internally-developed service model. In 2011, we launched Hyatt House, a revitalized extended stay concept that was designed based on insights gained from guests who frequent extended stay hotels. In 2013, we launched Hyatt Ziva and Hyatt Zilara, two new all inclusive resort brands that were developed to ensure that the all inclusive experience reflects what guests truly want from an all inclusive stay. In January 2015, we announced the launch of our Hyatt Centric brand, which will debut in the second quarter of 2015. The Hyatt Centric brand is a full service hotel brand designed to put our guests at the center of the action in some of the world's most popular cities and deliver on their desire for experiential travel. We have a long track record of creative approaches to food and beverage at our hotels throughout the world, and we have created profitable and sought-after venues that create and enhance demand for our hotel properties.
Hotel Profitability
A key component of our strategy is to maximize revenues and manage costs at our hotel properties. We strive to enhance revenues by focusing on increasing our share of hotel stays by our existing guests and increasing the number of new guests we serve on a regular basis, with the ultimate goal of establishing and increasing guest loyalty to our brands. We manage costs by setting performance goals for our hotel management teams, and granting our general managers operational autonomy. We support these cost management efforts by assisting our general managers with tools and analytics provided by our regional and corporate offices and by compensating our hotel management teams based on property performance.
We work to expand Hyatt's share of hotel stays by continuously striving to provide genuine guest service and delivering value to our guests. Our existing customer base is diverse with different needs and preferences. We aim to provide differentiated service and product offerings targeted at each customer segment within each of our brands, including meeting planners and convention guests, leisure guests and business travelers, in order to satisfy our customers' specific needs. We are committed to maintaining and renovating our properties over time in order to provide our customers with the level of service, comfort and authentic hospitality that they have come to expect from Hyatt.

7


Our Hyatt Gold Passport guest loyalty program is designed to attract new guests and to demonstrate our loyalty to our best guests. In the year ended December 31, 2014, our total membership increased to over 18 million members. Stays by Hyatt Gold Passport members represented 36% of total room nights during 2014. In 2014, Hyatt Gold Passport won four Freddie Awards, including best elite travel program in the Americas and best elite travel program and program of the year in the Middle East/Oceania, as well as an honorary award for the launch of our new relationship with MGM Resorts International®. Hyatt Gold Passport also launched Points + Cash, a program that allows members to redeem points for faster free nights. The Hyatt Credit Card, a co-branded Visa credit card launched in 2010 by Hyatt and Chase Card Services, continued to show strong growth in card member acquisitions and existing member spend.
Growth and Capital Strategy
We are focused on creating long-term shareholder value, and on where and how we invest to expand our presence in key locations. We believe that the scale of our presence around the world is small relative to the recognition of our brands and our excellent reputation for service and, therefore, we have a unique opportunity to grow.
o
Increase Market Presence.    We focus our expansion efforts on under-penetrated markets where we already have an established presence and on locations where our guests are traveling but where we do not have a presence. We intend to expand our presence by increasing the number of hotels in the Hyatt portfolio of properties, primarily by entering into new management and franchising agreements. We believe our intense focus on each customer group that we serve and our understanding of how we can serve them in new locations will result in quality growth. We have made significant progress in expanding our presence through development of new hotels and conversion of existing hotels over the past few years. For example, in New York City, we have expanded our presence from one property at the time of our IPO in 2009 to nine properties as of December 31, 2014, with each property either newly built or freshly renovated in recent years. In 2013, we more than doubled the number of Hyatt locations in France, adding more than 1,700 rooms to our portfolio. Expansion in emerging markets like China and India is central to our international growth strategy as penetration into growing cities and resort destinations provides the Company with the opportunity to drive preference for our brands as we serve a broader base of guests in these high growth markets. As of December 31, 2014, there were approximately 90 hotels open or under development in China in markets such as Beijing, Hong Kong, Macau, Shanghai and Shenzhen. In India, the total number of hotels open or under development was approximately 50 properties as of December 31, 2014. In addition to China and India, we have also announced further expansion plans into diverse international markets including Brazil, Germany, Indonesia, Japan, New Zealand, Singapore and Thailand.
o
Expand Select Service Presence.    We continue to expand Hyatt Place and Hyatt House, which we believe will support our overall growth and enhance the performance of all of our brands. We intend to grow our select service presence through third-party construction of new franchised properties, conversion and renovation of existing non-Hyatt properties, and in certain cases, participation in the development of new managed properties. We believe that the opportunity for properties that provide a select offering of services at a lower price point than full service hotels is particularly compelling in certain markets, including India, China and the Middle East, where there is a large and growing middle class along with a meaningful number of local business travelers. We opened the first Hyatt Place hotel outside of the United States in 2012. As of December 31, 2014, we had twelve Hyatt Place hotels operating outside of the United States in nine countries, including Armenia, China, Chile, Costa Rica, India, Mexico, the Netherlands, Panama and the United Arab Emirates. In addition to these hotels, we have announced new management agreements for select service properties currently under development in Brazil, China, India, Mexico, Morocco, Thailand, Saudi Arabia, Switzerland and the United Kingdom.
o
Increase Focus on Franchising.    We continue to increase our franchised hotel presence, primarily in the United States, for our select service brands and our Hyatt and Hyatt Regency brands. By increasing our focus on franchising, we believe that we will gain access to capital from developers and property owners that specifically target franchise business opportunities. We have an internal team dedicated to supporting our franchise owners and to driving the expansion of our franchised hotel presence. We plan to expand existing relationships and develop new relationships with franchisees who demonstrate an ability to provide excellent customer service and maintain our brand standards. In support of our strategy, we sold 43 select service hotels during 2014 and signed long-term franchise agreements with the purchasers, who intend to spend approximately $56 million in additional capital across these hotels.
o
Utilize our Capital and Asset Base for Targeted Growth.    The combination of our significant liquidity and strong capital position coupled with our large, high quality asset base provides a unique platform to support

8


our growth strategy. We take a comprehensive approach to our efforts to recycle hotel real estate assets and to manage capital deployment in furtherance of our expansion plans as described above under “-Increase Market Presence” and “-Expand Select Service Presence.” Capital deployment will continue to be done with an objective to maximize long-term shareholder value and we will assess and balance liquidity, value and strategic importance in each instance. We also will continue to commit capital to fund the renovation of certain assets in our owned portfolio. While we will selectively dispose of hotel properties, we expect to maintain significant ownership of hotel properties over time given our focus and expertise as an owner. During 2014, we completed several dispositions, including the sale of 52 select service properties, the sale of four full service properties and the sale of Hyatt Residential Group, which included a full service hotel. During 2013, we sold seven full service properties and four select service properties. We entered into long-term management or franchise agreements with the purchaser of each of these properties. These asset sales are consistent with the Company’s asset recycling strategy – selling certain hotels, maintaining presence in markets by entering into new management or franchise agreements, and re-investing sale proceeds into new hotels and other growth opportunities. In 2013, a wholly owned Hyatt subsidiary closed on an investment in Playa Hotels & Resorts B.V. (“Playa”). Playa was formed to own, operate and develop all inclusive resorts. This transaction provides Hyatt with a new guest base, while offering to our existing guests new resort options in sought-after destinations. Our agreement with Playa also provides us with a platform for future global growth in an attractive segment.
o
Pursue Strategic Acquisitions and Alliances.    We expect to continue to evaluate potential acquisitions of other brands or hospitality management or franchising companies as a part of our efforts to expand our presence. These acquisitions may include hotel real estate. We expect to focus on acquisitions that complement our ability to serve our existing customer base and enhance customer preference by providing a greater selection of locations, properties and services. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties to strengthen our brand presence. The Playa transaction is an example of an investment that allows Hyatt to increase its resort presence in Latin America and the Caribbean and create long-term value by providing a platform for future growth.
Corporate Resource Efficiency
By focusing on efficient resource allocation, we will operate smarter, use resources efficiently, and find innovative ways to reduce overhead costs. Keeping corporate costs aligned with growth is expected to generate savings that will allow us to continue to grow and invest in our brands.


9


Description of Our Brands
Brand
 
Segment
 
Customer Base
 
December 31, 2014 Rooms/Units (1)
 
Primary Selected
Competitors
 
Key Locations
% of our
Total Portfolio
 
Americas Region
 
ASPAC Region
 
EAME/SW Asia Region
 
 
 
Full
Service/
Luxury
 
Individual business and leisure travelers; small meetings
 
4%
 
1,838
 
2,417
 
2,470
 
Four Seasons,
Ritz-Carlton,
Peninsula,
St. Regis,
Mandarin Oriental
 
Buenos Aires, Dubai,
Paris, New York, Shanghai, Sydney,
Washington D.C.
 
Full
Service/
Upper
Upscale
 
Individual business and leisure travelers; small meetings
 
2%
 
1,577
 
467
 
389
 
W, Mondrian,
The Standard
 
Amsterdam, London,
Los Angeles, Maui, New York,
Shanghai, Tokyo
 
Full Service/
Upper
Upscale
 
Business and leisure travelers; small meetings
 
6%
 
7,339
 
365
 
1,501
 
Marriott, 
Hilton,
InterContinental,
Westin,
independent and
boutique hotels
 
Abu Dhabi, New York,
San Francisco, Seattle,
Key West
 
Full
Service/
Upper
Upscale
 
Individual business and leisure travelers; large and small meetings, social events
 
15%
 
9,023
 
11,467
 
3,484
 
Mandarin Oriental,
Shangri-La,
InterContinental,
Fairmont
 
Beijing,
Berlin, Dubai,
Hong Kong,
New York, Tokyo
 
Full
Service/
Upper
Upscale
 
Conventions, business and leisure travelers; large and small meetings, social events; associations
 
46%
 
51,916
 
10,226
 
8,988
 
 
Marriott, Sheraton,
Hilton,
Renaissance,
Westin
 
Boston,
Delhi, London,
Los Angeles,
Mexico City, Orlando, San Francisco
 
Select
Service/
Upscale
 
Individual business and leisure travelers; small meetings
 
19%
 
28,287
 
144
 
926
 
Courtyard by
Marriott, Hilton
Garden Inn
 
Atlanta, Dallas,
Dubai, Houston,
Miami, Phoenix, Santiago
 
Select
Service/
Extended
Stay
 
Extended stay guests; individual business and leisure travelers;
families; small
meetings/trainings
 
5%
 
8,281
 
 
 
Residence Inn
by Marriott,
Homewood
Suites
 
Austin, Boston,
Dallas, Miami,
San Francisco
 
All Inclusive
 
Leisure travelers; families; small meetings
 
1%
 
1,340
 
 
 
Club Med, Sandals, Beaches
 
San Jose del Cabo and Puerto Vallarta, Mexico; Rose Hall, Jamaica;
 
All Inclusive
 
Leisure travelers; adult-only; small meetings
 
<1%
 
541
 
 
 
Club Med, Sandals, Beaches
 
Cancun, Mexico; Rose Hall, Jamaica
 
Vacation
Ownership/
Branded
Residential
 
Owners of
vacation units, repeat Hyatt business and leisure guests
 
2%
 
1,094
 
128
 
1,057
 
 
Hilton Vacation
Club, Marriott
Vacation Club,
Starwood Vacation
Ownership
 
Aspen, Beaver
Creek, Carmel,
Dubai, Fukuoka, Key West, Maui, Mumbai
(1) Rooms/Units count includes owned, leased, managed, franchised, branded residential, joint ventures and vacation ownership properties licensed by ILG under the Hyatt Residence Club brand.

10


Park Hyatt
Park Hyatt hotels provide discerning, affluent individual business and leisure guests with elegant and luxurious accommodations. Guests of Park Hyatt hotels receive gracious service and rare and intimate experiences in a thoughtfully designed contemporary environment. Located in many of the world’s premier destinations, each Park Hyatt hotel is custom designed to combine sophistication with distinctive regional character. Park Hyatt hotels feature well-appointed guestrooms, meeting and special event spaces for smaller groups, critically acclaimed art programs and signature restaurants featuring award-winning chefs.
Andaz
Each Andaz hotel is a boutique-inspired hotel where our guests experience a vibrant yet uncomplicated atmosphere geared towards today’s individual business and leisure travelers. Andaz hotels are designed to reflect local culture and feature a unique and innovative service model. Signature elements include Andaz lounges, which are open, communal settings replacing the traditional lobby, Andaz Studios, which are creative and inspiring spaces for small meetings and gatherings, and Andaz Hosts, who assist guests with everything from check-in to recommending and making restaurant reservations.
Hyatt
Hyatt hotels are smaller-sized properties conveniently located in diverse business and leisure areas. Associates at Hyatt hotels are knowledgeable about their community and focus on offering guests the opportunity to experience the neighborhood like a local. Hyatt hotels accommodate individual business and leisure travelers, as well as smaller scale business meetings and social gatherings.
Grand Hyatt
Grand Hyatt hotels are distinctive hotels in major gateway cities and resort destinations. With presence around the world and critical mass in Asia, Grand Hyatt hotels provide sophisticated global business and leisure travelers with elegant accommodations, extraordinary restaurants, bars, spas and fitness centers, as well as comprehensive business and meeting facilities. Signature elements of Grand Hyatt hotels include dramatic architecture, state of the art technology, and facilities for an array of business or social gatherings of all sizes.
Hyatt Regency
Hyatt Regency hotels are designed to offer a full range of services and facilities tailored to serve the needs of meeting planners, business travelers and leisure guests. Hyatt Regency convention hotels feature spacious meeting and conference facilities designed to provide a productive environment allowing guests to convene and connect. Hyatt Regency hotels in resort locations cater to couples seeking a getaway, families enjoying a vacation together and corporate groups seeking a functional and relaxed atmosphere in which to conduct business and meetings.
Hyatt Place
Hyatt Place hotels create a modern, comfortable and seamless experience, combining style and innovation to create a casual simple hotel experience for today's multi-tasking traveler. Modern spacious guestrooms feature a Cozy Corner sofa sleeper, the Hyatt Grand BedTM and 42" HDTV with plug and play capability. Guests stay connected with free Wi-Fi and enjoy the A.M. Kitchen SkilletTM, a complimentary hot breakfast. Hyatt Place hotels also feature the Gallery Menu, Fresh 24/7, specialty coffees, premium beer, wine and spirits. Properties typically have 125 to 200 rooms and are located in urban, airport and suburban areas. Hyatt Place caters to business travelers as well as leisure guests and families. Hyatt Place hotels are also well suited to serve small meetings and events.
Hyatt House
Hyatt House hotels were designed to create contemporary experiences in casual home comfort, providing a residential atmosphere while guests are away from home. Residentially inspired studio, one- and two- bedroom suites feature contemporary full kitchens and separate living and sleeping areas with flat panel HDTVs. Guests stay connected with free Wi-Fi and enjoy the complimentary hot breakfast and Evening Social, a social hour, Monday through Thursday. Some locations feature an H BAR with a Sip+Savor Menu and full bar. The all-suite hotels are located in urban, airport and suburban areas. Hyatt House caters to extended stay business and leisure travelers as well as families. Hyatt House hotels are also well suited to serve small meetings and events.

11


Hyatt Ziva
Hyatt Ziva all inclusive resorts cater to vacationing guests of all ages and offer a wide variety of activities that allow them to explore the unique destinations in which the properties are located. Hyatt Ziva resorts are larger resorts catering to families and accommodating groups with varied and well-appointed meeting facilities.
Hyatt Zilara
Hyatt Zilara adult-only all inclusive resorts are located in sought after, unique resort destinations. They offer a wide array of food and beverage services and social activities as well a variety of meeting spaces. Resorts are medium sized where couples or small groups can enjoy intimate, sophisticated surroundings.
Hyatt Residence Club
Hyatt Residence Club provides members with vacation ownership opportunities in regionally inspired and designed residential-style properties with the quality of the Hyatt brand. Members pre-purchase time at a Hyatt Residence Club property and have the flexibility of usage, exchange and rental. Hyatt Residence Club members can choose to occupy their vacation home, to exchange time among 16 Hyatt Residence Club locations, to trade their time for Hyatt Gold Passport points or to travel within the Hyatt system. Alternatively, members can exchange their intervals for stays at other properties participating within Interval International’s program, which has over 2,900 resorts in its exchange network worldwide.
On October 1, 2014, we completed the sale of our vacation ownership business. Prior to the sale, we developed, operated, marketed, and sold timeshare interval and fractional ownership under the Hyatt Residence Club brand name. In conjunction with the sale, we entered into a master licensing agreement. Under the licensing agreement, ILG is the exclusive worldwide developer, marketer, seller, and manager of vacation ownership and related products under the Hyatt Residence Club and Hyatt Vacation Ownership brands. We receive license fees under the licensing agreement with ILG. Many Hyatt Residence Club resorts are located adjacent to hotels we operate and owners have access to certain hotel facilities during their stay.
Residential Ownership Units
Residential ownership units refer to residential units that we manage, or to which we provide services or license our trademarks, such as serviced apartments and Hyatt-branded residential units, one of which we own. Many locations are near or adjacent to full service hotels that are members of the Hyatt portfolio of properties, while others are in unique leisure locations. Studio units feature kitchenettes, while one, two and three bedroom units contain fully equipped kitchens, dining areas and living rooms. Residents in some locations are able to utilize various nearby Hyatt hotel services.
Our Commitment to Corporate Responsibility
Hyatt's global corporate responsibility platform, Hyatt Thrive, is designed to help make our communities places where our associates want to work, our guests want to visit, our neighbors want to live and hotel owners want to invest. Hyatt Thrive reflects our belief that no one better understands a community's most pressing issues - and their solutions - than those who live and work there. Harnessing the power of our more than 97,000 associates at 587 properties and corporate and regional offices around the world, Hyatt Thrive brings together teams of passionate people to focus on positive local efforts that create a significant global impact.
Hyatt Thrive focuses on four key pillars that we believe are essential to a thriving community:
Environmental Sustainability
Economic Development & Investment
Education & Personal Advancement and
Health & Wellness
We achieve our goals through a dual focus on environmental stewardship across our hotels, and strengthening our community impact through volunteerism, philanthropy and disaster relief. In addition to our Hyatt Thrive platform, we established Hyatt Hotels Foundation in 2013 with a $20 million contribution from the Company to further our philanthropic initiatives.
Management Agreements
We manage hotels and residential properties worldwide pursuant to management agreements.

12


Fees
Our management agreements typically provide for a two-tiered fee structure that compensates us both for the volume of business we generate for the property as well as for the profitability of hotel operations. In these two-tier fee structures, our base compensation is a base fee that is usually an agreed upon percentage of gross revenues from hotel operations. In addition, we are incentivized to improve hotel profitability through an incentive fee that is typically calculated as a percentage of a hotel profitability measure, such as gross operating profit, adjusted profit or the amount by which gross operating profit or adjusted profit exceeds a specified threshold. Outside of the United States our fees are often more dependent on hotel profitability measures either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.
Terms and Renewals
The average remaining term of our management agreements with third-party owners and unconsolidated hospitality ventures for full service hotels (other than those currently under development) is approximately 12 years in the Americas, approximately 15 years in EAME/SW Asia and approximately 15 years in ASPAC, assuming no renewal options are exercised by either party. The average remaining term of our management agreements with third-party owners and unconsolidated hospitality ventures for select service hotels (other than those currently under development) is approximately 15 years in the Americas, approximately 25 years in EAME/SW Asia and approximately 19 years in ASPAC, assuming no renewal options are exercised by either party.
Certain management agreements allow for extensions of the contract term by mutual agreement, or at the discretion of one of the parties. Including exercise of extension options that are in Hyatt's sole discretion and assuming in certain cases that financial performance tests have been met, the average remaining term of our management agreements is approximately 20 years for our full service hotels located in the Americas, approximately 23 years for our full service hotels located in EAME/SW Asia, approximately 16 years for our full service hotels located in ASPAC, and approximately 30 years for our select service hotels located in the Americas, approximately 41 years for our select service hotels located in EAME/SW Asia and approximately 29 years for our select service hotel located in ASPAC.
Some of our management agreements grant early termination rights to hotel owners upon the occurrence of a stated event, such as the sale of the hotel or our failure to meet a specified performance test. Generally, termination rights under performance tests are based upon the property's individual performance or its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. These termination rights are usually triggered if we do not meet the performance tests over multiple years. We generally have the option to cure performance failures by paying an amount equal to the shortfall, but in some cases our cure rights may be limited and the result of our failure to meet a performance test may be the termination of our management agreement.
Many of our management agreements are subordinated to mortgages or other secured indebtedness of the owners. In the United States, most lenders have agreed to recognize our right to continue to manage the hotels under the terms set forth in the management agreements if the lenders take possession of the hotel property through foreclosure or similar means.
Franchise Agreements
Our franchise agreements grant our franchisees the limited right to use our name, marks and system in the operation of franchised Hyatt, Hyatt Regency, Hyatt Place, Hyatt House, Hyatt Ziva and Hyatt Zilara properties. We do not participate in the management of our franchised hotels; however, franchisees are required to operate franchised hotels consistent with our brand standards. We approve the plans for, and the location of, franchised hotels and review the operation of these hotels to ensure that our standards are maintained.
Fees
In general, our franchisees pay us an initial application fee and ongoing royalty fees, the amount of which depends on whether the franchised property is a select service hotel or full service hotel. We franchise full service hotels under the Hyatt and Hyatt Regency brands, and all inclusive hotels under the Hyatt Ziva and Hyatt Zilara brands. We franchise select service hotels under the Hyatt Place and Hyatt House brands. Application fees are typically $60,000 for our Hyatt Place hotels and our Hyatt House hotels and the greater of $100,000 or $300 per guest room for our full service hotels. Select service franchisees pay continuing franchise fees calculated as a percentage of gross room revenues, which typically are 3% in the first year of operations, 4% in the second year and 5% through the remainder of the term. Our full service franchisees typically pay us franchise fees calculated as 6% of gross room revenues and 3% of gross food and beverage revenues, although in some circumstances we have negotiated other fee arrangements. Our all inclusive franchisees typically pay us franchise fees calculated as 2.75% of gross revenues.

13


In addition to our franchise fees, we charge full service franchisees for certain services arranged and provided by us. These activities include centralized reservation functions, certain sales functions, information technology, national advertising, marketing and promotional services, as well as various revenue management and insurance procurement services. We also charge select service franchisees for marketing, central reservations and technology services.
Terms and Renewals
The standard term of our franchise agreements is 20 years, with one 10 year renewal option exercisable by the franchisee, assuming the franchisee has complied with franchise agreement requirements and standards. We have the right to terminate franchise agreements upon specified events of default, including non-payment of fees and non-compliance with brand standards. In the event of early termination for any reason, our franchise agreements set forth liquidated damages that our franchisees must pay to us upon termination. The bankruptcy of a franchisee or lender foreclosure could result in the termination of the franchise agreement. The average remaining base term of our franchise agreements for our select service and full service hotels (other than those currently under development) is approximately 17 years.
Business Segment, Revenues and Geographical Information
For information regarding our four reportable business segments, revenues and geographical information, see Note 19 to our consolidated financial statements included in this annual report.
Sales, Marketing and Reservations
Sales
We deploy a global sales team as well as regional sales teams in our Americas, ASPAC and EAME/SW Asia segments. The global team is responsible for our largest and most significant accounts doing business in all three regions. The regional teams are responsible for large accounts that typically do business within one region but at multiple hotels within the region. The global and regional sales teams coordinate efforts with the individual hotel sales teams. The in-house sales associates are focused on local and regional business opportunities, as well as securing the business generated from our key global and regional accounts.
Our corporate sales organizations are focused on growing market share with key accounts, identifying new business opportunities and maximizing our local customer base. Our key accounts consist of: major corporations; national, state and regional associations; specialty market accounts (social, government, military, educational, religious and fraternal); travel organizations; and a broad and diverse group of individual consumers. Our global and regional sales teams target multiple brands to key customer accounts within these groups. No one customer is material to our business. Our global and regional teams consist of over 200 associates focused on group business, business and leisure traveler accounts and travel agencies.
We have global and regional sales offices around the world, including in New York, Chicago, Los Angeles, Washington D.C., London, Moscow, Hong Kong, Paris, Mainz, Mumbai, Delhi, Dubai, Seoul, Shanghai, Sao Paulo, Beijing, Tokyo, Mexico City, Singapore, Jeddah, Cairo, Melbourne and Sydney.
Sales associates at our regional offices and at many of our full service hotels use Envision, our proprietary sales tool, to manage the group rooms forecast, maintain an inventory of definite and tentative group rooms booked each day, streamline the process of checking guest room availability and rate quotes, and determine meeting room availability.
We seek to maximize revenues in each hotel through a team of revenue management professionals. The goal of revenue management is to secure the right customers, on the right date, at the right price. Business opportunities are reviewed and agreed upon by the hotel's management team.
Marketing
Our marketing strategy is designed to maintain and build brand value and awareness while meeting the specific business needs of hotel operations. Building and differentiating each of our brands is critical to increasing Hyatt's brand preference. We are focused on targeting the distinct guest segments that each of our brands serves and supporting the needs of the hotels by thorough analysis and application of data and analytics. Hyatt Gold Passport and Hyatt.com are the key components of our marketing strategy. Hyatt Gold Passport is a service and loyalty program with a focus on driving guest satisfaction, recognition and differential services for our most loyal guests. Hyatt.com is our primary online distribution channel providing customers with an efficient source of information about our hotels and an effective booking experience.

14


Reservations
We have a central reservation system that provides a comprehensive view of inventory, while allowing for local management of rates based on demand. Through this system, we are able to allow bookings by hotels directly, via telephone through our call centers, by travel agents, and online through Hyatt.com.
We have seven global contact centers that service our global guest base 24 hours per day, seven days per week and provide reservation services in over 20 languages. While we continue to provide full reservation services via telephone through our global contact centers, we have made significant investments in internet booking capabilities on Hyatt.com and through online booking partners.
In addition, some of the rooms at hotels and resorts we manage or franchise are booked through internet travel intermediaries, partners or online travel service providers. We also engage third-party intermediaries who collect fees by charging our hotels and resorts a commission on room revenues, including travel agencies and meeting and event management companies.
Hyatt Gold Passport
We operate a guest loyalty program, Hyatt Gold Passport, that generates substantial repeat guest business by rewarding frequent stays with points toward free hotel nights and other rewards.
Hyatt Gold Passport members earn points based on their spending at our properties or in connection with spending on the Hyatt Credit Card. ILG also participates in the Hyatt Gold Passport program through a separate agreement we entered into in connection with the sale of our vacation ownership business. Hyatt Gold Passport points can be redeemed at all properties across our brands and can also be converted into airline miles with numerous participating airlines and redeemed with other third parties.
Hyatt Gold Passport is funded through a contribution from eligible revenues generated from Hyatt Gold Passport members. These funds are applied to reimburse hotels for room nights when members redeem Hyatt Gold Passport points and to pay for administrative expenses and marketing initiatives to support the program.
As of December 31, 2014, Hyatt Gold Passport had over 18 million members, and during 2014, Hyatt Gold Passport members represented 36% of total room nights systemwide.
Competition
There is intense competition in all areas of the hospitality industry. Competition exists for hotel guests, management agreements and franchise agreements and sales of vacation ownership properties and branded residential properties. Our principal competitors are other operators of full service, select service, all inclusive and extended stay properties, including other major hospitality chains with well-established and recognized brands. We also compete against small chains and independent and local owners and operators.
We compete for guests based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, amenities, quality of accommodations, security and the ability to earn and redeem loyalty program points.
We compete for management agreements based primarily on the value and quality of our management services, our brand name recognition and reputation, our ability and willingness to invest our capital in third-party owned or hospitality venture projects, the level of our management fees and the economic advantages to the property owner of retaining our management services and using our brand name. We compete for franchise agreements based primarily on brand name recognition and reputation, the room rate that can be realized and total revenues we can deliver to the properties. Other competitive factors for management and franchise agreements include relationships with property owners and investors, including institutional owners of multiple properties, marketing support, reservation and e-commerce system capacity and efficiency, and the ability to make investments that may be necessary to obtain management and franchise agreements.
The number of branded lodging operators with a global reach and depth of product and offerings similar to us is limited. We believe that our strong customer base, prominent brand recognition, strategic property locations and global development team enable us to compete effectively. For additional information, see Part I, Item 1A, “Risk Factors - Risks Related to Our Business - Because we operate in a highly competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.”

15


Seasonality
The hospitality industry is seasonal in nature. The periods during which our lodging properties experience higher revenues vary from property to property, depending principally upon location and the customer base served. Based upon historical results, our properties in the Americas typically generate the highest revenues in the second quarter and the lowest in the first quarter.  In both ASPAC and in EAME/SW Asia, the highest revenues typically are generated in the fourth quarter with the next highest revenues generated in the second quarter.
Cyclicality
The hospitality industry is cyclical and generally follows, on a lagged basis, the overall economy. There is a history of increases and decreases in demand for hotel rooms, in occupancy levels and in rates realized by owners of hotels through economic cycles. Variability of results through some of the cycles in the past has been more severe due to changes in the supply of hotel rooms in given markets or in given categories of hotels. The combination of changes in economic conditions and in the supply of hotel rooms can result in significant volatility in results for owners, managers and franchisors of hotel properties. The costs of running a hotel tend to be more fixed than variable. Because of this, in an environment of declining revenues the rate of decline in earnings will be higher than the rate of decline in revenues. Conversely, in an environment of increasing demand and room rates, the rate of increase in earnings is typically higher than the rate of increase in revenues.
Intellectual Property
In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names and logos are very important in the sales and marketing of our hotels, residential and vacation ownership properties and services. We have a significant number of trademarks, service marks, trade names, logos and pending registrations, and significant resources are expended each year on surveillance, registration and protection of our trademarks, service marks, trade names and logos, which we believe have become synonymous in the hospitality industry with a reputation for excellence in service and authentic hospitality.
Government Regulation
We are subject to numerous foreign, federal, state and local government laws and regulations, including those relating to the preparation and sale of food and beverages, building and zoning requirements, data privacy and general business license and permit requirements, in the various jurisdictions in which we manage, franchise, license and own hotels. Our ability to develop new hotel properties and to remodel, refurbish or add to existing properties is also dependent on obtaining permits from local authorities. We are also subject to laws governing our relationships with employees, including minimum wage requirements, overtime, working conditions, hiring and firing, non-discrimination for disabilities and other individual characteristics, work permits and benefit offerings. Federal, state and provincial laws and regulations require certain registration, disclosure statements, compliance with specific standards of conduct and other practices with respect to the franchising of hotels. Additionally, the vacation ownership properties we operated prior to disposition in the fourth quarter of 2014, are subject to local, state and federal requirements regarding the licensing of sales agents, compliance of marketing materials and numerous other requirements regarding the sale and management of vacation ownership properties. Compliance with these various laws and regulations can affect the revenues and profits of properties managed, franchised, licensed or owned and of the vacation ownership business and could adversely affect our operations. We believe that our businesses are conducted in substantial compliance with applicable laws and regulations.
We manage and own hotels with casino gaming operations as part of or adjacent to the hotels. However, with the exception of the Hyatt Regency Aruba Resort and Casino, third parties manage and operate the casinos. We hold and maintain the casino gaming license and manage the casino located at the Hyatt Regency Aruba Resort and Casino and employ third-party compliance consultants and service providers. As a result, our business operations at the Hyatt Regency Aruba Resort and Casino are subject to the licensing and regulatory control of the Departamento pa Asuntonan di Casino (D.A.C.), the regulatory agency responsible for gaming licenses and operations in Aruba.
For the year ended December 31, 2013, Hyatt engaged in certain activities that were subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHR Act”) and Section 13(r) of the Exchange Act.  Hyatt was required to separately file, concurrently with the 2013 annual report, a notice that such activities were disclosed in the 2013 annual report, which notice must also contain the information required by Section 13(r) of the Exchange Act. No activities in 2014 required a similar disclosure.

16


Employees
As of December 31, 2014, we had approximately 45,000 employees at our corporate offices, regional offices, owned and managed hotels and residential properties. Approximately 24% of those employees were either represented by a labor union or had terms of employment that were determined under a labor agreement. Some of our more than 97,000 associates are employed by certain third-party owners and franchisees of our hotels and are not included in the 45,000 figure above because we do not directly employ them. We believe relations with our employees and associates are good.
Environmental Matters
In connection with our ownership and management of hotels and development of other real properties, we are subject to various foreign, federal, state and local laws, ordinances and regulations relating to environmental protection. Under some of these laws, a current or former owner or operator of real property may be held liable for the costs of investigating or remediating hazardous or toxic substances or wastes on, under or in such real property, as well as third-party sites where the owner or operator sent wastes for disposal. Such laws may impose liability without regard to whether the owner or operator knew, or was at fault in connection with, the presence or release of such hazardous substances or wastes. Furthermore, a person who arranges for the disposal or treatment of a hazardous or toxic substance at a property owned by another, or who transports such substance to or from such property, may be liable for the costs of removal or remediation of such substance released into the environment at the disposal or treatment facility. Although we are not aware of any current material obligations for investigating or remediating hazardous substances or wastes at our owned properties, the future discovery of substances or wastes at any of our owned properties, or the failure to remediate such contaminated property properly, could adversely affect our ability to develop or sell such real estate, or to borrow using such real estate as collateral. In addition, the costs of investigating or remediating contamination, at our properties or at properties where we sent substances or wastes for disposal, may be substantial.
We are also subject to various requirements, including those contained in environmental permits required for our operations, governing air emissions, effluent discharges, the use, management and disposal of hazardous substances and wastes and health and safety. From time to time, we may be required to manage, abate or remove mold, lead or asbestos-containing materials at our properties. We believe that our properties and operations are in compliance, in all material respects, with all foreign, federal, state and local environmental laws and ordinances. However, additional operating costs and capital expenditures could be incurred if additional or more stringent requirements are enacted in the future.
Insurance
Our owned, managed and franchised hotels are insured under different insurance programs depending on participation in our insurance programs or participation in our owner or franchisee insurance programs. We maintain insurance coverage for hotels owned by the Company under our insurance programs for liability, property, workers compensation and other risks with respect to our business. Our liability insurance provides coverage for most claims, including terrorism, resulting from our operations, goods and services and automobiles. Our property insurance provides coverage for all risks to our properties including fire, windstorm, flood, earthquake and terrorism. Property insurance also includes business interruption coverage. Our workers compensation insurance provides coverage for employee injuries in the course and scope of employment. Hotels managed by the Company are permitted to participate in our insurance programs by mutual agreement with our hotel owners. The majority of our managed hotels participate in our insurance programs. Our management agreements require managed hotels that do not participate in our insurance programs to be insured at coverage levels generally consistent with the coverage levels under our insurance programs, including liability, property, business interruption, workers compensation and other insurance. We are typically covered under these insurance policies to the extent necessary and reasonable. Our franchise agreements require our franchisees to maintain liability, property, business interruption, workers compensation and other insurance at our franchised hotels. We are typically covered under these insurance policies to the extent necessary and reasonable. We believe our insurance policies, as well as those maintained by others related to our managed and franchised hotels that do not participate in our insurance programs, are adequate for foreseeable losses and on terms and conditions that are reasonable and customary with solvent insurance carriers. We also self-insure some of our risks generally through the use of deductibles and retentions. We believe these deductibles and retentions are reasonable and customary for our industry and our size. We use a U.S. based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductibles and retentions.

17


Stockholder Agreements
The following is a summary of the provisions of the Amended and Restated Global Hyatt Agreement, the Amended and Restated Foreign Global Hyatt Agreement and the Global Hyatt Corporation 2007 Stockholders' Agreement (the "2007 Stockholders' Agreement"). The following descriptions of these agreements do not purport to be complete and are subject to, and qualified in their entirety by, the Amended and Restated Global Hyatt Agreement, Amended and Restated Foreign Global Hyatt Agreement and 2007 Stockholders' Agreement, copies of which have been filed with the Securities and Exchange Commission (“SEC”) and are incorporated by reference herein. For additional information regarding these agreements, please also refer to Part I, Item 1A, “Risk Factors - Risks Related to Share Ownership and Other Stockholder Matters.”
Amended and Restated Global Hyatt Agreement
The trustees of the U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, that own, directly or indirectly, shares of our common stock, and the adult beneficiaries of such trusts, including Mr. Thomas J. Pritzker, our executive chairman, and Mr. Jason Pritzker, one of our directors, have entered into the Amended and Restated Global Hyatt Agreement pursuant to which they have agreed to, among other things, certain voting agreements and limitations on the sale of shares of our common stock. As of January 31, 2015, Pritzker family business interests own, directly or indirectly, 86,317,907 shares, or 58.2%, of our total outstanding common stock and control approximately 75.0% of our total voting power. Specifically, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of Pritzker family members and spouses), all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers who purchase directly from other Pritzkers), will vote all of their voting securities consistent with the recommendations of our board of directors with respect to all matters assuming agreement as to any such matter by a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors (excluding for such purposes any Pritzker). All Pritzkers have agreed to cast and submit by proxy to us their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders.
In addition, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses or affiliates of any thereof) in a “beneficiary group” (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 25% of their aggregate holdings of our common stock, measured as of November 4, 2009, the date of effectiveness of the registration statement on Form S-1 (File No. 333-161068) relating to our initial public offering of our Class A common stock, in each 12-month period following the date of effectiveness of such registration statement (without carry-overs), and shall not sell more than such amount during any such period. Upon the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker), such 25% limitation may, with respect to each such 12 month period, be increased to a higher percentage or waived entirely. Sales of our common stock, including Class A common stock and Class B common stock, between and among Pritzkers is permitted without regard to the sale restrictions described above and such sales are not counted against the 25% sale limitation.
All shares of our common stock owned by each beneficiary group (including trusts only to the extent of the then current benefit of members of such beneficiary group) are freely pledgeable to an institutional lender and such institutional lender will not be subject to the sale restrictions described above upon default and foreclosure.
The Amended and Restated Global Hyatt Agreement may be amended, modified, supplemented or restated by the written agreement of the successors to Mr. Thomas J. Pritzker, Mr. Marshall E. Eisenberg and Mr. Karl J. Breyer, solely in their capacity as co-trustees of the Pritzker family U.S. situs trusts, 75% of the adult beneficiaries named below and a majority of the other adult beneficiaries party to the agreement. Each of Thomas J. Pritzker, Nicholas J. Pritzker, Jennifer N. Pritzker, John A. Pritzker, Linda Pritzker, Karen L. Pritzker, Penny Pritzker, Daniel F. Pritzker, Anthony N. Pritzker, Gigi Pritzker Pucker and Jay Robert Pritzker, and their respective lineal descendants and current spouse, if relevant, make up a “beneficiary group.”
Disputes that relate to the subject matter of the Amended and Restated Global Hyatt Agreement are subject to arbitration pursuant to the terms of the agreement. The exclusive requirement to arbitrate under the Amended and Restated Global Hyatt Agreement shall not apply with respect to the manner in which Hyatt's operations are conducted to the extent the parties (in their capacities as stockholders) and non-Pritzker public stockholders are affected comparably; provided, however, that a party may participate in and benefit from any shareholder litigation initiated by a non-party to the agreement. A party to the

18


agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction.
Amended and Restated Foreign Global Hyatt Agreement
The trustees of the non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, that own, directly or indirectly, shares of our common stock, and the adult beneficiaries of such trusts, including Mr. Thomas J. Pritzker and Mr. Jason Pritzker, have entered into the Amended and Restated Foreign Global Hyatt Agreement pursuant to which they have agreed to, among other things, certain voting agreements and limitations on the sale of shares of our common stock. As of January 31, 2015, Pritzker family business interests own, directly or indirectly, 86,317,907 shares, or 58.2%, of our total outstanding common stock and control approximately 75.0% of our total voting power. Specifically, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers who purchase directly from other Pritzkers), will vote (or cause to be voted) all of the voting securities held directly or indirectly by them consistent with the recommendations of our board of directors with respect to all matters assuming agreement as to any such matter by a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors (excluding for such purposes any Pritzker). All Pritzkers have agreed to cast and submit by proxy to us their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders.
In addition, such parties have agreed that until the later to occur of (i) January 1, 2015 and (ii) the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses and/or affiliates of any thereof) in a “beneficiary group” (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 25% of their aggregate holdings of our common stock, measured as of November 4, 2009, the date of effectiveness of the registration statement on Form S-1 (File No. 333-161068) relating to our initial public offering of our Class A common stock, in each 12-month period following the date of effectiveness of such registration statement (without carry-overs), and shall not sell more than such amount during any such period. Upon the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker), such 25% limitation may, with respect to each such 12 month period, be increased to a higher percentage or waived entirely. Sales of our common stock, including Class A common stock and Class B common stock, between and among Pritzkers is permitted without regard to the sale restrictions described above and such sales are not counted against the 25% sale limitation.
All shares of our common stock owned directly or indirectly by each beneficiary group (including trusts only to the extent of the then current benefit of members of such beneficiary group) are freely pledgeable to an institutional lender and such institutional lender will not be subject to the sale restrictions described above upon default and foreclosure.
The Amended and Restated Foreign Global Hyatt Agreement may be amended, modified, supplemented or restated by the written agreement of 75% of the adult beneficiaries named below and a majority of the other adult beneficiaries party to the agreement. Each of Thomas J. Pritzker, Nicholas J. Pritzker, Jennifer N. Pritzker, John A. Pritzker, Linda Pritzker, Karen L. Pritzker, Penny Pritzker, Daniel F. Pritzker, Anthony N. Pritzker, Gigi Pritzker Pucker and Jay Robert Pritzker, and their respective lineal descendants and current spouse, if relevant, make up a “beneficiary group.”
Disputes that relate to the subject matter of the Amended and Restated Foreign Global Hyatt Agreement are subject to arbitration pursuant to the terms of the agreement. The exclusive requirement to arbitrate under the Amended and Restated Foreign Global Hyatt Agreement shall not apply with respect to the manner in which Hyatt's operations are conducted to the extent the parties (in their capacities as stockholders) and non-Pritzker public stockholders are affected comparably; provided, however, that a party may participate in and benefit from any shareholder litigation initiated by a non-party to the agreement. A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii)

19


in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction.
2007 Stockholders' Agreement
In connection with the issuance and sale of 100,000 shares of our Series A Convertible Preferred Stock to GS Sunray Holdings, L.L.C. (“GSSH”) and GS Sunray Holdings Parallel, L.L.C. (“GSSHP” and collectively with GSSH, the “Goldman Sachs Funds”), affiliates of Goldman, Sachs & Co., and the execution of a Subscription Agreement in August 2007, we entered into the 2007 Stockholders' Agreement with Madrone GHC, LLC and affiliates (collectively, "Madrone"), the Goldman Sachs Funds and an additional investor that provides for certain rights and obligations of these stockholders, including the following:
Transfer Restrictions
Other than with respect to the 6,118,275 shares of common stock received by such stockholders in the May 2009 private placement transaction (which, upon the filing of our Amended and Restated Certificate of Incorporation on November 4, 2009, were reclassified into an equal number of shares of Class B common stock), these stockholders are restricted from transferring any shares of our common stock held by them, except to us, or with the prior written consent of our board of directors, their affiliates, in limited amounts over specified time periods as described below and as otherwise permitted pursuant to the terms of the agreement. Subject to the rights of first refusal and “drag along” rights described below and provided that such transfers are accomplished by way of a broad distribution sale, following the consummation of our initial public offering on November 10, 2009, each stockholder party to the 2007 Stockholders' Agreement may transfer up to one-third of its common stock acquired under the Subscription Agreement or upon conversion of Series A Convertible Preferred Stock to unaffiliated third parties during each 365-day period beginning on the three and one-half, four and one-half and five and one-half year anniversaries of November 10, 2009, the closing date of our initial public offering. In addition, subject to the rights of first refusal and “drag along” rights described below, each of such stockholders may transfer up to one-third of its common stock acquired under the Subscription Agreement or upon conversion of Series A Convertible Preferred Stock to unaffiliated third parties (1) at any time following the end of the first calendar year during which the “existing stockholders” (as described below) owned less than 25% of our common stock at any time during such year or (2) at any time following both (a) May 13, 2011, the second anniversary of the issuance of common stock to the relevant stockholders under the Subscription Agreement or the issuance of common stock upon conversion of the Series A Convertible Preferred Stock and (b) the first date on which the applicable market value exceeds 165% of the gross price per share at which the Class A common stock was first traded in connection with our initial public offering; provided that such transfers are accomplished by way of an underwritten public offering or in an otherwise broad distribution sale. The applicable market value of the common stock exceeded 165% on December 23, 2010 and, as a result, the shares held by each of such stockholders that would have been released on the five and one-half year anniversary of November 10, 2009 were “early released” under the terms of the transfer restrictions and became eligible to be sold after May 13, 2011 as described above. Beginning on May 11, 2014 and until May 10, 2015, 6,331,270 of the remaining shares subject to the transfer restrictions set forth in the 2007 Stockholders' Agreement are eligible to be sold. Beginning on May 11, 2015, the remaining 6,331,271 shares subject to the transfer restrictions set forth in the 2007 Stockholders' Agreement will also be eligible to be sold. The term “existing stockholders” is defined in the agreement to mean (i) members of the Pritzker family who are lineal descendants of Nicholas J. Pritzker, deceased, and their spouses, (ii) trusts for the benefit of such persons, and/or (iii) affiliates of any such persons listed in clauses (i) and (ii). Subject to the rights of first refusal and “drag along” rights described below, the transfer restrictions set forth in the 2007 Stockholders' Agreement expire at 11:59 p.m. (Central time) on May 11, 2015, which is the day after the date that is the five and one-half year anniversary of November 10, 2009 (the closing date of our initial public offering).
Notwithstanding the foregoing, and subject to the rights of first refusal and “drag along” rights described below, in the event that any “initial holder” (as described below) transfers all or any portion of the shares of common stock held by such initial holder as of August 28, 2007 (other than pursuant to certain permitted transfers), each stockholder party to the 2007 Stockholders' Agreement may transfer up to a pro rata portion of such stockholder's common stock; provided, however, that in any 365-day period or calendar year in which such stockholder is permitted to transfer shares of common stock pursuant to the terms described in the preceding paragraph, such stockholder's right to transfer a pro rata portion of its common stock shall apply only to the extent that the aggregate number of shares of common stock held by initial holders as of August 28, 2007 held at the commencement of such 365-day period or calendar year by initial holders and transferred by initial holders in such 365-day period or calendar year, as a percentage of the aggregate number of shares of common stock held by the initial holders as of August 28, 2007 at the commencement of such 365-day period or calendar year, exceeds the maximum percentage of such stockholder's shares of common stock that such stockholder is permitted to sell in such 365-day period or calendar year (as described in the preceding paragraph), with the result that only such excess number of shares of common stock held by the initial holders as of August 28, 2007 and transferred by the initial holders will be taken into account in determining such stockholder's pro rata portion eligible for transfer. The rights described in this paragraph expire at 11:59 p.m. (Central time) on May 11, 2015, which is the day after the date that is the five and one-half year anniversary of November 10, 2009 (the closing

20


date of our initial public offering). The term “initial holder” is defined in the agreement to mean (i) any of Mr. Thomas J. Pritzker, Ms. Penny Pritzker and/or Ms. Gigi Pritzker Pucker or (ii) trusts for the benefit of these individuals and/or for the benefit of their respective spouses and/or lineal descendants.
In addition, no stockholder party to the 2007 Stockholders' Agreement may transfer (1) the legal or beneficial ownership of any common stock held by such stockholder unless such acquiring person's ownership of common stock is not reasonably likely to jeopardize any licensing from a governmental authority, as determined by our board of directors in its reasonable discretion, (2) any common stock to an aggregator (meaning a person who is required to file a Schedule 13D under the Exchange Act disclosing an interest other than for investment), (3) any common stock to a competitor of ours engaged in one or more of the hospitality, lodging and/or gaming industries or (4) any common stock that would cause a stockholder to violate any provision of the agreement. Such restrictions are qualified by the “actual knowledge” of the transferring stockholder in the case of transfers pursuant to an underwritten public offering or a broad distribution sale.
Right of First Refusal
In the event that the number of shares of common stock proposed to be transferred by a stockholder party to the 2007 Stockholders' Agreement and its affiliates together with any shares of common stock then proposed to be transferred by the other stockholders party to the 2007 Stockholders' Agreement and their affiliates exceeds 2% of the then outstanding shares of common stock, then prior to consummating the sale of common stock to a third-party purchaser, such stockholder or stockholders shall offer to transfer the common stock to us at the applicable market value (as defined in the 2007 Stockholders' Agreement). If we do not accept the offer within a specified period of time, such stockholder or stockholders may transfer the shares of common stock to the third-party purchaser as long as such transfer occurs within the time periods specified in the 2007 Stockholders' Agreement and on terms and conditions no more favorable in the aggregate than those offered to us.
“Drag-Along” Right
In connection with a “change of control” (as defined in the 2007 Stockholders' Agreement) transaction, we have the right to require each stockholder party to the 2007 Stockholders' Agreement to participate in such change of control transaction on the same terms, conditions and price per share of common stock as those applicable to the other holders of our common stock. In addition, upon our request, the stockholders party to the 2007 Stockholders' Agreement have agreed to vote in favor of such change of control transaction or similar transaction, and we have the right to require each stockholder party to the 2007 Stockholders' Agreement to vote for, consent to and raise no objection to any such transaction.
“Tag-Along” Right
Subject to the fiduciary duties of our board of directors, we have agreed that we will not agree to consummate a change of control transaction with respect to which the stockholders party to the 2007 Stockholders' Agreement are not given the right to participate on the same terms, conditions and price per share of common stock as those applicable to the other holders of our common stock.
Preemptive Rights
Each stockholder party to the 2007 Stockholders' Agreement has the right to purchase such stockholder's pro rata share of any new shares of common stock, or any other equity securities, that we may propose to sell and issue on comparable terms by making an election within the time periods specified in the 2007 Stockholders' Agreement, subject to certain excluded securities issuances described in the 2007 Stockholders' Agreement, including shares issued pursuant to equity compensation plans adopted by our board of directors and the issuance of shares of our common stock in a public offering. If not all stockholders elect to purchase their full preemptive allocation of new securities, then we will notify the fully-participating stockholders and offer them the right to purchase the unsubscribed new securities.
Voting Agreement
Until the date that Mr. Thomas J. Pritzker is no longer our chairman, each stockholder party to the 2007 Stockholders' Agreement has agreed to vote all of their shares of common stock consistent with the recommendations of a majority of our board of directors with respect to all matters. As of January 31, 2015, the stockholders party to the 2007 Stockholders' Agreement own in the aggregate 25,112,086 shares of Class B common stock, or approximately 16.9% of the outstanding shares of our common stock and approximately 21.8% of the total voting power of our outstanding common stock.

21


Access to Information
For so long as GS Sunray Holdings Parallel, L.L.C. owns any shares of common stock, we have agreed that GS Capital Partners VI Parallel, L.P. or its representatives may examine our books and records and visit and inspect our facilities and may reasonably request information at reasonable time and intervals concerning the general status of our financial condition and operations. Additionally, on reasonable prior notice, GS Capital Partners VI Parallel, L.P. or its representatives may discuss our business operations, properties and financial and other conditions with our management, independent accountants and investment bankers. In no event shall we be required to provide access to any information that we reasonably believe would constitute attorney/client privileged communications or would violate any securities laws.
Standstill
Under the 2007 Stockholders' Agreement, each stockholder party to the 2007 Stockholders' Agreement agreed that, subject to certain limited exceptions, so long as such stockholder owns shares of common stock, neither such stockholder nor any of its related persons will in any manner, directly or indirectly:
effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness or businesses, (b) any tender or exchange offer, merger or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities. For this purpose, the term “affiliates” means our affiliates primarily engaged in the hospitality, lodging and/or gaming industries;
form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to us where such group seeks to acquire any of our equity securities;
otherwise act, alone or in concert with others, to seek representation on or to control or influence our or our subsidiaries' management, board of directors or policies;
take any action which would or would reasonably be expected to force us to make a public announcement regarding any of the types of matters set forth in the first bullet point above;
own more than 12% of the issued and outstanding common stock, unless such ownership arises as a result of any action not taken by or on behalf of such stockholder or a related person of such stockholder; or
request that we or any of our representatives, directly or indirectly, amend or waive any of the foregoing provisions.
Each stockholder party to the 2007 Stockholders' Agreement has also agreed that, if at any time during the period such stockholder is subject to the foregoing provisions, such stockholder is approached by any third party concerning its participation in any transaction or proposed transaction involving the acquisition of all or any portion of the assets, indebtedness or securities of, or any business of, ours or any of our subsidiaries, such stockholder will promptly inform us of the nature of such transaction and the parties involved.
Termination
The 2007 Stockholders' Agreement terminates (1) with respect to any individual stockholder, on the first date when such stockholder no longer holds any shares of common stock and (2) in its entirety, upon the first to occur of all of our equity securities being owned by a single person or the agreement in writing by us and each stockholder party to the 2007 Stockholders' Agreement.
Our Website and Availability of SEC Reports and Other Information
The Company maintains a website at the following address: www.hyatt.com. The information on the Company’s website is not incorporated by reference in this annual report.
We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

22


Item 1A.    Risk Factors.
In addition to the other information set forth in this annual report, you should consider carefully the risks and uncertainties described below, which could materially adversely affect our business, financial condition, results of operations and cash flows.
Risks Related to the Hospitality Industry
We are subject to macroeconomic and other factors beyond our control as well as the business, financial, operating and other risks of the hospitality industry, all of which may adversely affect our financial results and growth.
Macroeconomic and other factors beyond our control as well as the business, financial, operating and other risks of the hospitality industry can adversely affect demand for hospitality products and services. This includes demand for rooms at properties that we manage, franchise, license, own and develop. These factors include:
changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S., Europe or global economy and financial markets;
war, civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events;
fear of outbreaks or outbreaks of pandemic or contagious diseases;
climate change and resource scarcity, such as water and energy scarcity;
natural or man-made disasters, such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills and nuclear incidents;
changes in the desirability of particular locations or travel patterns of customers;
decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business;
low consumer confidence, high levels of unemployment and depressed housing prices;
the financial condition of the airline, automotive and other transportation-related industries and its impact on travel;
decreased airline capacities and routes;
travel-related accidents;
oil prices and travel costs;
statements, actions or interventions by governmental officials related to travel and corporate travel-related activities, and the resulting negative public perception of such travel and activities;
domestic and international political and geo-political conditions;
changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and maintenance procedures and costs;
the costs and administrative burdens associated with compliance with applicable laws and regulations;
changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits, insurance and unanticipated costs resulting from force majeure events;
significant increases in cost for healthcare coverage for employees and potential government regulation with respect to health coverage;
the lack of availability, or increase in the cost, of capital for us or our existing and potential owners;
cyclical over-building in the hotel, all inclusive and vacation ownership industries; and
organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.
These factors, and the reputational repercussions of these factors, can adversely affect, and from time to time have adversely affected, individual properties, particular regions or our business as a whole. How we manage any one or more of these factors, or any crisis, could limit or reduce demand, or the rates our properties are able to charge for rooms or services, which could adversely affect our financial results and growth. These factors can also increase our costs or affect our ability to develop new properties or maintain and operate our existing properties.

23


The hospitality industry is cyclical and a worsening of global economic conditions or low levels of economic growth could adversely affect our revenues and profitability as well as cause a decline in or limitation of our future growth.
Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and high unemployment or adverse political conditions can lower the revenues and profitability of our owned properties and the amount of management and franchising fee revenues we are able to generate from our managed and franchised properties. In addition, expenses associated with managing, franchising, licensing, or owning hotels and residential and vacation ownership properties are relatively fixed. These costs include personnel costs, interest, rent, property taxes, insurance and utilities, all of which may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues. Where cost-cutting efforts are insufficient to offset declines in revenues, we could experience a material decline in margins and reduced or negative cash flows. If we are unable to decrease costs significantly or rapidly when demand for our hotels and other properties decreases, the decline in our revenues could have a particularly adverse impact on our net cash flows and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. Economic downturns generally affect the results derived from owned properties more significantly than those derived from managed and franchised properties given the greater exposure that owners have to the properties' performance. The vacation ownership business is also linked to cycles in the general economy and consumer discretionary spending. As a result, changes in consumer demand and general business cycles can subject and have subjected our revenues to significant volatility.
Uncertainty regarding the future rate and pace of economic growth in different regions of the world makes it difficult to predict future profitability levels. Additionally, if economic weakness were to affect any particular regions of the world, it could have an adverse impact on our revenues and negatively affect our profitability.
Because we derive a portion of our revenues from operations outside the United States, the risks of doing business internationally could lower our revenues, increase our costs, reduce our profits or disrupt our business.
We currently manage, franchise or own hotels and resorts in 50 countries around the world. Our operations outside the United States represented approximately 21% of our revenues for the year ended December 31, 2014. We expect that revenues from our international operations will account for an increasing portion of our total revenues in the future.
 As a result, we are subject to the risks of doing business outside the United States, including:
the laws, regulations and policies of foreign governments relating to investments and operations, the costs or desirability of complying with local practices and customs, and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;
potential negative consequences from changes in taxation policies and currency exchange rate fluctuations or currency restructurings;
limitations/penalties on the repatriation of non-U.S. earnings;
import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including imposition of tariffs or embargoes, export regulations and controls and other trade restrictions;
political and economic instability;
the difficulty of managing an organization doing business in many jurisdictions;
uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and
rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation.
While these factors and the impact of these factors are difficult to predict, any one or more of them could lower our revenues, increase our costs, reduce our profits or disrupt our business. In addition, conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates, currency devaluations or restructurings that could have a negative impact on our financial results. Our exposure to foreign currency exchange rate fluctuations or currency restructurings will continue to grow if the relative contribution of our operations outside the United States increases.
We occasionally enter into foreign exchange hedging agreements with financial institutions to reduce certain of our exposures to fluctuations in currency exchange rates. However, these hedging agreements may not eliminate foreign currency risk entirely and involve costs and risks of their own, such as ongoing management time and expertise and external costs related to executing hedging agreements.

24


Risks Related to Our Business
Because we operate in a highly competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.
The segments of the hospitality industry in which we operate are subject to intense competition. Our principal competitors are other operators of full service and select service properties, including other major hospitality chains with well-established and recognized brands. Some of these major hospitality chains are larger than we are based on the number of properties or rooms they manage, franchise or own or based on the number of geographic locations in which they operate. Some of our competitors also have significantly more members participating in their guest loyalty programs which may enable them to attract more customers and more effectively retain such guests. Our competitors may also have greater financial and marketing resources than we do, which could allow them to improve their properties and expand and improve their marketing efforts in ways that could adversely affect our ability to compete for guests effectively. In addition to these larger competitors, we also compete against smaller hotel chains and independent and local hotel owners and operators.
Competition for Guests
We compete for guests at our hotels and our all inclusive properties based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, amenities, quality of accommodations, security and the ability to earn and redeem loyalty program points. In addition to competing with other hotel and resort properties, Hyatt-branded vacation ownership properties compete with national and independent vacation ownership club operators as well as with owners reselling their interests in these properties.
Competition for Management and Franchise Agreements
We compete for management agreements based primarily on the value and quality of our management services, our brand name recognition and reputation, our ability and willingness to invest our capital in third-party owned or hospitality venture projects, the level of our management fees, the terms of our management agreements (including compared to the terms our competitors offer), and the economic advantages to the property owner of retaining our management services and using our brand name. We compete for franchise agreements based primarily on brand name recognition and reputation, the room rate that can be realized and royalty fees charged. Other competitive factors for management and franchise agreements are relationships with property owners and investors, availability and affordability of financing, marketing support, reservation and e-commerce system capacity and efficiency, limitations on the expansion of one or more of our brands in certain geographic areas due to restrictions previously agreed to in order to secure management and franchise opportunities, and the ability to make investments that may be necessary to obtain management and franchise agreements.
Competition for Sales of Hyatt-Branded Vacation Ownership Properties
Under a master license agreement with us, ILG is the exclusive worldwide developer, marketer, seller, and manager of vacation ownership and related products under the Hyatt brand. We receive license fees under the licensing agreement with ILG, including fees based on sales of vacation ownership units. ILG competes for sales of Hyatt-branded vacation ownership properties based principally on location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity to exchange for time at other vacation properties and brand name recognition and reputation. In addition to competing with other hotel and resort properties, Hyatt-branded vacation ownership properties compete with national and independent vacation ownership club operators as well as with owners reselling their interests in these properties, which could reduce demand or prices for new vacation ownership properties. ILG’s ability to attract and retain qualified purchasers of Hyatt-branded vacation ownership properties depends on ILG’s success in distinguishing the quality and value of Hyatt-branded vacation ownership products and services from those offered by others. If ILG is unable to do so, ILG’s ability to compete effectively for sales of vacation ownership properties could be adversely affected and our licensing fees could be adversely impacted.
Vacation ownership license agreement with ILG
With the sale of our vacation ownership business and our entering into the license agreement with ILG, we no longer develop, operate or manage the vacation ownership resorts. Hyatt is also no longer involved in the sale and marketing of vacation ownership interests. ILG or approved third parties will now conduct these activities using the Hyatt brand. Affiliates of ILG or approved third parties are required to conduct these activities pursuant to operational and performance requirements set forth in the license agreement, but we are exposed to the risks of ILG defaulting under the license agreement. If we are unable to maintain a good relationship with ILG and/or the licensing agreement with ILG terminates due to a default by ILG, our revenues could decrease and we may be unable to maintain or expand our presence in the vacation ownership segment. Contractual and other disagreements with ILG expose us to liability or result in litigation costs or other expenses, which could lower our profits.

25


Adverse incidents at or adverse publicity concerning our properties or our corporate responsibilities could harm our brands and reputation as well as reduce our revenues and lower our profits.
Our brands and our reputation are among our most important assets. Our ability to attract and retain guests depends, in part, upon the external perceptions of Hyatt, the quality of our hotels and services and our corporate and management integrity. An incident involving the potential safety or security of our associates or our guests, or adverse publicity regarding safety or security at our competitors' properties or in respect of our third-party vendors or owners and the industry, and any media coverage resulting therefrom, may harm our brands and reputation, cause a loss of consumer confidence in Hyatt and the industry, and negatively impact our results of operations. Additionally, our reputation could be harmed if we fail to act responsibly or are perceived as not acting responsibly or fail to or are perceived to not comply with regulatory requirements in a number of areas such as safety and security, data security, sustainability, responsible tourism, environmental management, human rights and support for local communities. The continued expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated and could increase our costs, lead to litigation or result in negative publicity that could damage our reputation. Adverse incidents have occurred in the past and may occur in the future.
If we are unable to maintain good relationships with third-party property owners and franchisees and/or if we terminate agreements with defaulting third-party property owners and franchisees, our revenues could decrease and we may be unable to maintain or expand our presence.
We earn fees for managing and franchising hotels and other properties. The viability of our management and franchising business depends on our ability to establish and maintain good relationships with third-party property owners and franchisees. Third-party developers, property owners and franchisees are focused on maximizing the value of their investment and working with a management company or franchisor that can help them be successful. The effectiveness of our management, the value of our brands and the rapport that we maintain with our third-party property owners and franchisees impact renewals of existing agreements and are also important factors for existing or new third-party property owners or franchisees considering doing business with us. Our relationships with these third parties generate additional property development opportunities that support our growth. In addition, if third-party property owners or franchisees breach the terms of our agreements with them, we may elect to exercise our termination rights, which would eliminate our revenues from these properties and cause us to incur expenses related to terminating these relationships. These risks become more pronounced during economic downturns.
Contractual and other disagreements with third-party property owners or franchisees could make us liable to them or result in litigation costs or other expenses, which could lower our profits.
Our management and franchise agreements require us and third-party property owners or franchisees to comply with operational and performance conditions that are subject to interpretation and could result in disagreements. Additionally, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties like us, which means, among other things, that property owners may assert the right to terminate management agreements even where the agreements do not expressly provide for termination. In the event of any such termination, we may need to negotiate or enforce our right to damages that may not equal expected profitability over the term of the agreement.
We generally seek to resolve any disagreements with our third-party property owners or franchisees amicably. Formal dispute resolution occurs through arbitration, if provided under the applicable management or franchise agreement, or through litigation. We cannot predict the outcome of any such arbitration or litigation, the effect of any adverse judgment of a court or arbitrator against us or the amount of any settlement that we may enter into with any third party.
If our management or franchise agreements terminate prematurely or we elect to make cure payments due to failures to meet performance tests, at the request of third parties or upon the occurrence of other stated events, our revenues could decrease and our costs could increase.
Our management and franchise agreements may terminate prematurely in certain cases. Some of our management agreements provide early termination rights to owners of the hotels we manage upon the occurrence of a stated event, such as the sale of the hotel or our failure to meet a specified performance test.
Generally, termination rights under performance tests are based upon the property's individual performance, its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. Some agreements require a failure of one test, and other agreements require a failure of more than one test, before termination rights are triggered. These termination rights are usually triggered if we do not meet the performance tests over multiple years. Generally, we have the option to cure performance failures by making an agreed upon cure payment. However, our cure rights may be limited in some cases and the failure to meet the performance tests may result in the termination of our management agreement. In the past we have (1) failed performance tests, received notices of termination and elected to make cure payments

26


and (2) failed performance tests and negotiated an alternative resolution. When any termination notice is received, we evaluate all relevant facts and circumstances at the time in deciding whether to cure. See Part IV, Item 15, “Exhibits and Financial Statement Schedule - Note 15 to the Consolidated Financial Statements” for more information related to performance test payments. In addition, some of our management agreements give third-party property owners the right to terminate upon payment of a termination fee to us after a certain period of time or upon sale of the property or another stated event. Our franchise agreements typically require franchisees to pay a fee to us before terminating. In addition, if an owner files for bankruptcy, our management and franchise agreements may be terminable under applicable law. If a management or franchise agreement terminates, we could lose the revenues we derive from that agreement or incur costs related to ending our relationship with the third party and exiting the property.
Certain of our contractual arrangements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
The terms of certain guarantees to hotel owners may require us to fund shortfalls if the hotels do not attain specified levels of operating profit. This guaranteed funding to hotel owners may not be recoverable to us and could lower our profits and reduce our cash flows. As an example, in 2013, we entered into management agreements for four hotels in France and a related performance guarantee for the first seven years of the management agreements. At inception, the performance guarantee stipulated a maximum performance guarantee commitment of €377 million, which is reduced by annual payments made under the guarantee. While neither payments to date nor expected payments under this or other guarantees have been or are expected to be significant to our liquidity, future payments under these performance guarantees may adversely affect our financial performance and results of operations.
We are exposed to the risks resulting from significant investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions or restrict our growth strategy.
Our proportion of owned and leased properties, compared to the number of properties that we manage or franchise for third-party owners, is larger than that of some of our competitors. Real estate ownership and leasing is subject to risks not applicable to managed or franchised properties, including:
governmental regulations relating to real estate ownership;
real estate, insurance, zoning, tax, environmental and eminent domain laws;
the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade properties;
risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels and the availability of replacement financing;
risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues;
fluctuations in real estate values or potential impairments in the value of our assets; and
the relative illiquidity of real estate compared to some other assets.
Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results of operations and earnings.
We hold significant amounts of goodwill, intangible assets, long-lived assets and investments. On a regular basis, we evaluate our assets for impairment based on various triggers, including actual operating losses and trends of projected revenues and profitability, as described in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates.” During times of economic distress, declining demand and declining earnings often result in declining asset values. As a result, we have incurred and we may in the future incur impairment charges, which could be material and negatively affect our results of operations and earnings.
We have a limited ability to manage third-party risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs, lower our profits and increase our liabilities.
We participate in numerous hospitality ventures with third parties. In the future, we may also buy and develop properties in hospitality ventures with the sellers of the properties, affiliates of the sellers, developers or other third parties. Our hospitality venture partners may have shared or majority control over the operations of our hospitality ventures. As a result, our investments in hospitality ventures involve risks that are different from the risks involved in investing in real estate independently. These risks include the possibility that our hospitality ventures or our partners:
go bankrupt or otherwise are unable to meet their capital contribution obligations;

27


have economic or business interests or goals that are or become inconsistent with our business interests or goals;
are in a position to take action contrary to our instructions, our requests, our policies, our objectives or applicable laws;
subject the property to liabilities exceeding those contemplated;
take actions that reduce our return on investment; or
take actions that harm our reputation or restrict our ability to run our business.
For these and other reasons, it could be more difficult for us to sell our interest in any hospitality venture or to pursue the venture's activities, which could reduce our ability to address any problems we may have with those properties or respond to market conditions in the future and could lead to impairments of such ventures. As a result, our investments in hospitality ventures could lead to impasses with our partners or situations that could harm the hospitality venture, which could reduce our revenues, increase our costs and lower our profits.
In addition, in conjunction with financing obtained for our unconsolidated hospitality ventures, we may provide standard indemnifications to lenders for loss, liability or damage occurring as a result of our actions or actions of the other hospitality venture owners.
If our hospitality ventures fail to provide accurate and/or timely information that is required to be included in our financial statements, we may be unable to accurately report our financial results.
Preparing our financial statements requires us to have access to information regarding the results of operations, financial position and cash flows of our hospitality ventures. Any deficiencies in our hospitality ventures' internal controls over financial reporting may affect our ability to report our financial results accurately or prevent fraud. Such deficiencies could also result in restatements of, or other adjustments to, our previously reported or announced operating results, which could diminish investor confidence and reduce the market price for our shares. Additionally, if our hospitality ventures are unable to provide this information for any meaningful period or fail to meet expected deadlines, we may be unable to satisfy our financial reporting obligations or file our periodic reports in a timely manner.
Cash distributions from our hospitality ventures could be limited by factors outside our control that could reduce our return on investment and our ability to generate liquidity from these hospitality ventures.
Although our hospitality ventures may generate positive cash flow, in some cases these hospitality ventures may be unable to distribute that cash to the hospitality venture partners. Additionally, in some cases our hospitality venture partners control distributions, and may choose to leave capital in the hospitality venture rather than distribute it. Because our ability to generate liquidity from our hospitality ventures depends on the hospitality ventures' ability to distribute capital to us, tax considerations or decisions of our hospitality venture partners could reduce our return on these investments. We include our pro rata share of Adjusted EBITDA attributable to our unconsolidated hospitality ventures in our owned and leased hotels segment Adjusted EBITDA and our consolidated Adjusted EBITDA regardless of whether the cash flow of those ventures is, or can be, distributed to us.
We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances, and we may also seek to divest some of our properties and other assets; these acquisition and disposition activities may be unsuccessful or divert our management's attention.
We intend to consider strategic and complementary acquisitions of and investments in other businesses, properties, brands or other assets. For example, in 2014, we acquired the recently constructed Park Hyatt New York for approximately $392 million. In 2013 we purchased the hotel formerly known as The Peabody Orlando for approximately $716 million. We may pursue opportunities in alliance with existing or prospective owners of managed or franchised properties. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions or investments in businesses, properties, brands or assets, as well as these alliances, are subject to risks that could affect our business, including risks related to:
issuing shares of stock that could dilute the interests of our existing stockholders;
spending cash and incurring debt;
assuming contingent liabilities;
contributing properties or related assets to hospitality ventures that could result in recognition of losses; or
creating additional expenses.

28


We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. There may be high barriers to entry in many key markets and scarcity of available development and investment opportunities in desirable locations. Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility or other indebtedness we may incur.
The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties or other assets, including difficulties relating to:
coordinating sales, distribution and marketing functions;
integrating technology information systems; and
preserving the important licensing, distribution, marketing, customer, labor and other relationships of the acquired assets.
Additionally, we regularly review our business to identify properties or other assets that we believe are in markets or of a property type that may not benefit us as much as other markets or property types. One of our strategies is to selectively dispose of hotel properties and use sale proceeds to fund our growth in markets and with properties that will enhance and expand our brand presence. For example during 2014, we sold 52 select service hotels, 4 full service hotels and the Hyatt Residential Group, which included one full service hotel. We cannot assure you that we will be able to consummate any such sales on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such sales. Dispositions of real estate assets can be particularly difficult in a challenging economic environment, as financing alternatives are often limited for potential buyers. Our inability to sell assets, or to sell such assets at attractive prices, could have an adverse impact on our ability to realize proceeds for reinvestment and hinder our ability to expand our business. In addition, even if we are successful in consummating sales of selected properties, such dispositions may result in losses.
Any such acquisitions, investments, dispositions or alliances could also demand significant attention from our management that would otherwise be available for our regular business operations, which could harm our business.
Timing, budgeting and other risks could result in delays or cancellations of our efforts to develop, redevelop or renovate the properties that we own, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively.
We must maintain and renovate the properties that we own in order to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. We also selectively undertake ground-up construction of properties. Often these projects include hospitality venture partners. These efforts are subject to a number of risks, including:
construction delays or cost overruns (including labor and materials) that may increase project costs;
obtaining zoning, occupancy and other required permits or authorizations;
changes in economic conditions that may result in weakened or lack of demand or negative project returns;
governmental restrictions on the size or kind of development;
force majeure events, including earthquakes, tornados, hurricanes, floods or tsunamis; and
design defects that could increase costs.
Additionally, developing new properties typically involves lengthy development periods during which significant amounts of capital must be funded before the properties begin to operate and generate revenue. If the cost of funding new development exceeds budgeted amounts, and/or the time period for development is longer than initially anticipated, our profits could be reduced. Further, due to the lengthy development cycle, intervening adverse economic conditions may alter or impede our development plans, thereby resulting in incremental costs to us or potential impairment charges. Moreover, during the early stages of operations, charges related to interest expense and depreciation may substantially detract from, or even outweigh, the profitability of certain new property investments.
Similarly, the cost of funding renovations and capital improvements may exceed budgeted amounts. Additionally, the timing of renovations and capital improvements can affect, and historically has affected, property performance, including occupancy and average daily rate, particularly if we need to close a significant number of rooms or other facilities, such as ballrooms, meeting spaces or restaurants. Moreover, the investments that we make may fail to improve the performance of the properties in the manner that we expect.

29


Some of our existing development pipeline may not be developed into new hotels, which could materially adversely affect our growth prospects.
As of December 31, 2014, our executed contract base consisted of approximately 250 hotels, or approximately 55,000 rooms. The commitments of owners and developers with whom we have agreements are subject to numerous conditions, and the eventual development and construction of our pipeline not currently under construction is subject to numerous risks, including, in certain cases, obtaining governmental and regulatory approvals and adequate financing. As a result, we cannot assure you that our entire development pipeline will be completed and developed into new hotels.
If our third-party property owners, including our hospitality venture partners, are unable to repay or refinance loans secured by the mortgaged properties, our revenues, profits and capital resources could be reduced and our business could be harmed.
Many of the properties that our third-party property owners and our hospitality venture partners own are pledged as collateral for mortgage loans entered into when such properties were purchased or refinanced. If our third-party property owners or our hospitality venture partners are unable to repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt and repossess the property. Any sales or repossessions could, in certain cases, result in the termination of our management agreements and eliminate anticipated income and cash flows, which could negatively affect our results of operations.
If we or our third-party owners, franchisees or development partners are unable to access the capital necessary to fund current operations or implement our plans for growth, our profits could be reduced and our ability to compete effectively could be diminished.
The hospitality industry is a capital intensive business that requires significant capital expenditures to develop, operate, maintain and renovate properties. Access to the capital that we or our third-party owners, franchisees or development partners need to finance the construction of new properties or to maintain and renovate existing properties is critical to the continued growth of our business and our revenues.
The availability of capital or the conditions under which we or our third-party owners, franchisees or development partners can obtain capital can have a significant impact on the overall level, cost and pace of future development and therefore the ability to grow our revenues. The most recent economic downturn caused credit markets to experience significant disruption severely reducing liquidity and credit availability. Such disruptions may diminish the ability and desire of existing and potential development partners to access capital necessary to develop properties. Our ability to access additional capital could also be limited by the terms of our revolving credit facility, which restricts our ability to incur debt under certain circumstances. Additionally, if one or more of the financial institutions that support our revolving credit facility fails, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.
If we are forced to spend larger amounts of cash from operating activities than anticipated to operate, maintain or renovate existing properties, then our ability to use cash for other purposes, including acquisition or development of properties, could be limited and our profits could be reduced. Similarly, if we cannot access the capital we need to fund our operations or implement our growth strategy, we may need to postpone or cancel planned renovations or developments, which could impair our ability to compete effectively and harm our business.
If we become liable for losses related to loans we have provided or guaranteed to third parties, our profits could be reduced.
At times, we make loans for hotel development expenditures when we enter into management or franchise agreements with third parties, including hospitality ventures. In certain circumstances we may also provide senior secured financing or subordinated forms of financing (also referred to as mezzanine financing) to third-party owners. We could suffer losses if third-party property owners or franchisees default on loans that we provide. Additionally, from time to time we will provide third-party lenders financial guarantees related to the timely repayment of all or a portion of the associated debt of certain of our unconsolidated hospitality ventures. The guarantees may be for the full amount of the debt or may be limited to our share of the debt. In cases where the guarantee covers the full amount of the debt, we typically obtain reimbursement agreements from our partner(s) or other third parties with the intent to limit our exposure to our share of the debt. See Part IV, Item 15, “Exhibits and Financial Statement Schedule - Note 7 to the Consolidated Financial Statements” for more information related to our loans and other financing arrangements.

30


Our debt service obligations may adversely affect our cash flow and reduce our operational flexibility.
The terms of the indenture governing our senior notes and those of our revolving credit facility subject us to the following:
a risk that cash flow from operations will be insufficient to meet required payments of principal and interest;
restrictive covenants, including covenants related to certain financial ratios. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for further information related to restrictions under our financial covenants; and
the risk that any increase in the interest rate applicable to any borrowings under our revolving credit facility could reduce our cash flows available for other corporate purposes, including investments in our portfolio, could limit our ability to refinance existing debt when it matures or could increase interest costs on any debt that is refinanced.
Although we anticipate that we will be able to repay or refinance our existing indebtedness when it matures, there can be no assurance that we will be able to do so, or that the terms of such refinancing will be favorable.
A substantial decrease in operating cash flow, consolidated EBITDA (as defined in our revolving credit facility) or a substantial increase in our expenses may make it difficult for us to meet our existing debt service requirements and restrictive covenants. As a result, we could be forced to sell assets and/or modify our operations. Our existing leverage may also impair our ability to obtain additional financing for acquisitions, working capital, capital expenditures or other purposes, if necessary, or require us to accept terms otherwise unfavorable to us.
Rating agency downgrades may increase our cost of capital.
The interest rate on borrowings and the facility fee under our revolving credit facility are determined by a pricing grid, which is dependent in part on our credit ratings by Standard & Poor's Financial Services, LLC, a subsidiary of McGraw Hill Financial, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's"). Lower ratings result in a higher cost of funds. Therefore, subject to any adjustments to the interest rate based on our leverage ratio, if these independent rating agencies were to downgrade our credit ratings or if we no longer have a credit rating from either agency, the cost of our borrowing and the amount of the facility fee under our revolving credit facility will increase as specified in the pricing grid. Additionally, any future downgrade of our credit ratings by the rating agencies could reduce or limit our access to capital and increase our cost of capital.
If we are unable to establish and maintain key distribution arrangements for our properties, the demand for our rooms and our revenues could fall.
Some of the rooms at hotels and resorts that we manage, franchise or own are booked through third-party internet travel intermediaries and online travel service providers. We also engage third-party intermediaries, including travel agencies and meeting and event management companies, who collect fees by charging our hotels and resorts a commission on room revenues. A failure by our distributors to attract or retain their customer bases could lower demand for hotel rooms and, in turn, reduce our revenues.
If bookings by these third-party intermediaries increase, these intermediaries may be able to obtain higher commissions or other significant contract concessions from us, increasing the overall cost of these third-party distribution channels. Some of our distribution agreements are not exclusive, have a short term, are terminable at will, or are subject to early termination provisions. The loss of distributors, increased distribution costs, or the renewal of distribution agreements on significantly less favorable terms could adversely impact our business.
If the volume of sales made through third-party internet travel intermediaries increases significantly, consumer loyalty to our brand could decrease and our revenues could fall.
We expect to derive most of our business from traditional channels of distribution and our website. However, consumers now use internet travel intermediaries regularly. Some of these intermediaries are attempting to increase the importance of generic quality indicators (such as “four-star downtown hotel”) at the expense of brand identification. These intermediaries hope that consumers will eventually develop brand loyalties to their reservation system rather than to our brands. Some of these intermediaries have launched their own loyalty programs to further develop loyalties to their reservation system. If the volume of sales made through internet travel intermediaries increases significantly and consumers develop stronger loyalties to these intermediaries rather than to our brands, our business and revenues could be harmed.

31


If we or our third-party owners are not able to maintain our current brand standards or develop new initiatives, including new brands, successfully, our business and profitability could be harmed.
We manage and franchise properties owned by third parties under the terms of management and franchise agreements. Substantially all of these agreements require third-party property owners to comply with standards that are essential to maintaining our brand integrity and reputation. We depend on third-party property owners to comply with these requirements by maintaining and improving properties through investments, including investments in furniture, fixtures, amenities and personnel. If our third-party property owners or franchisees fail to make investments necessary to maintain or improve the properties we manage or franchise, our brand preference and reputation could suffer. Moreover, third-party owners or franchisees may be unwilling or unable to incur the cost of complying with brand standards for new and existing brands as such brands may evolve from time to time. As a result, we may be forced to absorb such costs to ensure that brand standards come to market in a timely fashion.
In addition, we are continually developing and launching new initiatives, including new brands or marketing programs, which can be a time-consuming and expensive process. For example, in 2007 we launched our Andaz brand, in 2012 we completed the renaming of our Hyatt Summerfield Suites extended stay brand to Hyatt House and in 2013 we unveiled our all inclusive brands: Hyatt Ziva and Hyatt Zilara. In January 2015, we announced the launch of our Hyatt Centric brand, which will debut in the second quarter of 2015. We have invested capital and resources in owned real estate, property development, brand development and brand promotion. If such initiatives are not well received by our associates, guests and owners, they may not have the intended effect. We may not be able to recover the costs incurred in developing and launching new brands or other initiatives or to realize their intended or projected benefits, which could lower our profits.
Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits.
Our success depends in large part on our ability to attract, retain, train, manage and engage our associates. Our properties are staffed 24 hours a day, seven days a week by thousands of associates around the world. If we and our franchisees are unable to attract, retain, train and engage skilled associates, our ability to manage and staff our properties adequately could be impaired, which could reduce customer satisfaction. Staffing shortages could also hinder our ability to grow and expand our business. Because payroll costs are a major component of the operating expenses at our properties, a shortage of skilled labor could also require higher wages that would increase our labor costs, which could reduce our profits and the profits of our third-party owners.
Negotiations of collective bargaining agreements, attempts by labor organizations to organize additional groups of our associates or changes in labor laws could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies.
Certain of our properties are subject to collective bargaining agreements, similar agreements or regulations enforced by governmental authorities. If relationships with our associates, other field personnel or the unions that represent them become adverse, the properties we manage, franchise or own could experience labor disruptions such as strikes, lockouts and public demonstrations. Labor disruptions, which are generally more likely when collective bargaining agreements are being renegotiated, could harm our relationship with our associates or cause us to lose guests. Further, adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services. Labor regulation, including minimum wage legislation, could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs, and limitations on our ability or the ability of our third-party property owners and franchisees to take cost saving measures during economic downturns. We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by third-party property owners and franchisees.
We and our third-party property owners and franchisees may also become subject to additional collective bargaining agreements in the future. Potential changes in the federal regulatory scheme could make it easier for unions to organize groups of our associates. If such changes take effect, more of our associates or other field personnel could be subject to increased organizational efforts, which could potentially lead to disruptions or require more of our management's time to address unionization issues. These or similar agreements, legislation or changes in regulations could disrupt our operations, hinder our ability to cross-train and cross-promote our associates due to prescribed work rules and job classifications, reduce our profitability, or interfere with the ability of our management to focus on executing our business strategies.

32


The loss of our senior executives or key field personnel, such as our general managers, could significantly harm our business.
Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior executives. We have entered into employment letter agreements with certain of our senior executives. However, we cannot guarantee that these individuals will remain with us. Finding suitable replacements for our senior executives could be difficult. We currently do not have a life insurance policy or key person insurance policy with respect to any of our senior executives. Losing the services of one or more of these senior executives could adversely affect our strategic relationships, including relationships with our third-party property owners, franchisees, hospitality venture partners and vendors, and limit our ability to execute our business strategies.
We also rely on the general managers at each of our owned and managed properties to run daily operations and oversee our associates. These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide. The failure to retain, train or successfully manage our general managers for our properties could negatively affect our operations.
Our failure to comply with applicable laws and regulations may increase our costs, reduce our profits or limit our growth.
Our business, properties and associates are subject to a variety of laws and regulations. Generally, these laws and regulations address our sales and marketing and advertising efforts, our handling of privacy issues and customer data, our anti-corruption efforts, our ability to obtain licenses for business operations such as sales of food and liquor, and matters relating to immigration, the environment, health and safety, health care, gaming, competition and trade, among other things.
Our franchising and licensing businesses and our operations outside the United States are also subject to laws and regulations affecting those businesses.
Franchising
Our franchising business is subject to various state laws, as well as to regulations enacted by the Federal Trade Commission ("FTC"). A number of states require franchisors to register with the state or to make extensive disclosures to potential franchisees in connection with offers and sales in those states. The FTC also regulates the manner and substance of our disclosures to prospective franchisees. In addition, several states have “franchise relationship laws” or “business opportunity laws” that limit the ability of franchisors to terminate franchise agreements or to withhold consent to the renewal or transfer of those agreements.
Vacation Ownership
Our licensed vacation ownership properties are subject to extensive state regulation in both the state in which the property is located and the states in which the property is marketed and sold. ILG's marketing for these properties is also subject to federal regulation of certain marketing practices, including federal telemarketing regulations.
International Operations
Our business operations in countries outside the United States are subject to a number of U.S. federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act ("FCPA") as well as trade sanctions administered by the Office of Foreign Assets Control ("OFAC") and the Commerce Department. The FCPA is intended to prohibit bribery of foreign officials or parties and requires public companies in the United States to keep books and records that accurately and fairly reflect those companies' transactions. OFAC and the Commerce Department administer and enforce economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. Some of our business operations are also subject to the laws and regulations of non-U.S. jurisdictions, including the U.K. Bribery Act and anti-corruption legislation in the countries in which we conduct operations.
If we, or our hospitality ventures, fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of our associates or restrictions on our operation or ownership of hotels and other properties, including the termination of our management, franchise and ownership rights. These restrictions could increase our costs of operations, reduce our profits or cause us to forgo development opportunities that would otherwise support our growth.


33


The Iran Threat Reduction and Syria Human Rights Act of 2012 could result in investigations by the U.S. Government against our Company and could harm our reputation and brands.
The Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHR Act”) expanded sanctions against Iran and Syria. In addition, the ITRSHR Act instituted disclosure requirements in annual and quarterly reports for public companies engaged in, or affiliated with an entity engaged in, specified activities under the ITRSHR Act. A company subject to Section 219 of the ITRSHR Act must make detailed disclosures about certain activities knowingly conducted by it or any of its affiliates. In 2013, Hyatt engaged in certain activities that are subject to disclosure pursuant to Section 219 of the ITRSHR Act and Section 13(r) of the Exchange Act. No activities in 2014 required a similar disclosure. Hyatt is required to separately file, concurrently with any ITRSHR Act disclosure, a notice that such activities have been disclosed in its quarterly or annual report filings, which notice must also contain the information required by Section 13(r) of the Exchange Act. The SEC is required to post this notice of disclosure on its website and send the report to the President and certain Congressional committees. The President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company. Disclosure of such activities, even if they are not subject to sanctions under applicable law, and any sanction actually imposed on us or our affiliates as a result of these activities, could harm our reputation and brands and have a negative impact on our results of operations.
Adverse judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could reduce our profits or limit our ability to operate our business.
In the normal course of our business, we are often involved in various legal proceedings. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse effect on our financial condition and results of operations. Additionally, we could become the subject of future claims by third parties, including current or former third-party property owners, guests who use our properties, our employees, our investors or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. Further, we may incur costs related to claims for which we have appropriate third-party indemnity if such third parties fail to fulfill their contractual obligations.
The extensive environmental requirements to which we are subject could increase our environmental costs and liabilities, reduce our profits or limit our ability to run our business.
Our operations and the properties we manage, own and develop are subject to extensive environmental laws and regulations of various federal, state, local and foreign governments, including requirements addressing:
health and safety;
the use, management and disposal of hazardous substances and wastes;
discharges of waste materials into the environment, such as refuse or sewage; and
air emissions.
We could be subject to liability under some of these laws for the costs of investigating or remediating hazardous substances or wastes on, under, or in real property we currently or formerly manage, own or develop, or third-party sites where we sent hazardous substances or wastes for disposal. We could be held liable under these laws regardless of whether we knew of, or were at fault in connection with, the presence or release of any such hazardous or toxic substances or wastes. Some of these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination. Furthermore, a person who arranges for hazardous substances or wastes to be transported, disposed of or treated offsite, such as at disposal or treatment facilities, may be liable for the costs of removal or remediation if those substances are released into the environment by third parties at such disposal or treatment facilities. The presence or release of hazardous or toxic substances or wastes, or the failure to properly clean up such materials, could cause us to incur significant costs, or jeopardize our ability to develop, use, sell or rent real property we own or operate or to borrow using such property as collateral.
Other laws and regulations require us to manage, abate or remove materials containing hazardous substances such as mold, lead or asbestos during demolitions, renovations or remodeling at properties that we manage, own or develop or to obtain permits for certain of our equipment or operations. The costs of such management, abatement, removal or permitting could be substantial. Complying with these laws and regulations, or addressing violations arising under them, could increase our environmental costs and liabilities, reduce our profits or limit our ability to run our business. Existing environmental laws and regulations may be revised or new laws and regulations related to global climate change, air quality, or other environmental and health concerns may be adopted or become applicable to us. The identification of new areas of contamination, a change in the

34


extent or known scope of contamination or changes in cleanup requirements, or the adoption of new requirements governing our operations could have a material adverse effect on our results or operations, financial condition and business.
If the insurance that we carry, our owners carry or our franchisees carry does not sufficiently cover damage or other potential losses or liabilities involving properties that we own, manage or franchise, our profits could be reduced.
We, our owners and our franchisees carry insurance from solvent insurance carriers that we believe is adequate for foreseeable losses and with terms and conditions that are reasonable and customary. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we, our owners or our franchisees can obtain or restrict our ability, our owners' ability or our franchisees' ability to buy insurance coverage at reasonable rates. In the event of a substantial loss, the insurance coverage that we carry, our owners carry or our franchisees carry may not be sufficient to pay the full value of our financial obligations, our liabilities or the replacement cost of any lost investment or property loss. In addition, there are other risks that may fall outside of the general coverage limits of our policies, may be uninsurable, or with respect to which the cost of insurance is too expensive to justify. In some cases, these factors could result in certain losses being completely uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues, profits, management fees or incentive income from the property, we could remain obligated for performance guarantees in favor of third-party property owners or for their debt or other financial obligations, suffer an uninsured or underinsured property loss or we may not have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry, our owners carry or our franchisees carry does not sufficiently cover damages or other losses or liabilities, our profits could be adversely affected.
Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business.
The reputation and perception of our brands is critical to our success in the hospitality industry. We regularly apply to register our trademarks in the United States and other countries. However, we cannot assure you that those trademark registrations will be granted or that the steps we take to protect our trademarks or intellectual property in the United States and other countries will be adequate to prevent others, including third parties or former associates, from copying or using our trademarks or intellectual property without authorization. Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where we may not be adequately protected by local law. If our trademarks or intellectual property are copied or used without authorization, the value of our brands, their reputation, our competitive advantages and our goodwill could be harmed.
Monitoring the unauthorized use of our intellectual property is difficult. We may need to resort to litigation to enforce our intellectual property rights. Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us or otherwise harm our business.
Third-party claims that we infringe their intellectual property rights could subject us to damages and other costs and expenses.
Third parties may make claims against us for infringing their intellectual property rights. Any such claims, even those without merit, could:
be expensive and time consuming to defend;
force us to stop providing products or services that use the intellectual property that is being challenged;
force us to redesign or rebrand our products or services;
divert our management's attention and resources;
force us to enter into royalty or licensing agreements to obtain the right to use a third-party's intellectual property; or
force us to pay significant damages.
In addition, we may be required to indemnify third-party owners of the hotels we manage or franchise for any losses they incur as a result of any such infringement claims. Any necessary royalty or licensing agreements may not be available to us on acceptable terms. Any costs, lost revenues, changes to our business or management attention related to intellectual property claims against us, whether successful or not, could impact our business.

35


Information technology system failures, delays in the operation of our information technology systems or system enhancement failures could reduce our revenues and profits and harm the reputation of our brands and our business.
Our success depends on the efficient and uninterrupted operation of our information technology systems. For example, we depend on our central reservation system, which allows bookings by hotels directly, via telephone through our call centers, by travel agents, online through our website www.hyatt.com, and through our online reservations partners. In addition, we depend on information technology to run our day-to-day operations, including, among others, hotel services and amenities such as guest check-in and check-out, housekeeping and room service and systems for tracking and reporting our financial results and the financial results of our hotels.
Our information technology systems are vulnerable to damage or interruption from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events. The occurrence of any of these natural disasters or unanticipated problems at any of our information technology facilities or any of our call centers could cause interruptions or delays in our business or loss of data, or render us unable to process reservations.
In addition, if our information technology systems are unable to provide the information communications capacity that we need, or if our information technology systems suffer problems caused by installing system enhancements, we could experience similar failures or interruptions. If our information technology systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our property and business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brands and our business could be harmed.
Cyber risk and the failure to maintain the integrity of customer, associate or company data could result in faulty business decisions, harm to our reputation or subject us to costs, fines or lawsuits.
We are required to collect and retain large volumes of customer data, including credit card numbers and other personally identifiable information and our various information technology systems enter, process, summarize and report such data. We also maintain personally identifiable information about our associates. We store and process such customer, associate and company data both at onsite facilities and at third-party owned facilities including for example, in a third-party hosted cloud environment. The integrity and protection of our customer, associate and company data is critical to our business. Our customers expect that we will adequately protect their personal information, and the regulations applicable to security and privacy are increasingly demanding, both in the United States and in other jurisdictions where we operate. We continue to develop and enhance controls to protect against, and we maintain an ongoing process which we continuously re-evaluate to identify and mitigate, the theft, loss, fraudulent or unlawful use of customer, associate or company data. We also have what we believe to be adequate and collectible insurance in the event of the theft, loss, fraudulent or unlawful use of customer, associate or company data. Notwithstanding our ongoing efforts, cyber attacks are an increasing challenge, both in pervasiveness as well as magnitude, and penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of customer, associate or company data which could harm our reputation or result in remedial and other costs, fines or lawsuits and which could be in excess of any available insurance that we have procured.
If we fail to stay current with developments in technology necessary for our business, our operations could be harmed and our ability to compete effectively could be diminished.
Sophisticated information technology and other systems are instrumental for the hospitality industry, including systems used for our central reservations, revenue management, property management and Hyatt Gold Passport program, as well as technology systems that we make available to our guests. These information technology and other systems must be refined, updated, or replaced with more advanced systems on a regular basis. Developing and maintaining these systems may require significant capital. If we are unable to replace or introduce information technology and other systems as quickly as our competitors or within budgeted costs or schedules when these systems become outdated or need replacing, or if we are unable to achieve the intended benefits of any new information technology or other systems, our operations could be harmed and our ability to compete effectively could be diminished.

36


Changes in federal, state, local or foreign tax law, interpretations of existing tax law or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs.
We are subject to taxation at the federal, state or provincial and local levels in the United States and various other countries and jurisdictions. Our future tax rates could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time the U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application thereof, which could result in materially higher corporate taxes than would be incurred under existing tax law or interpretation and could adversely impact profitability. State and local tax authorities have also increased their efforts to increase revenues through changes in tax law and audits. Such changes and proposals, if enacted, could increase our future effective income tax rates. We are subject to on-going and periodic audits by the Internal Revenue Service and various state, local and foreign tax authorities and currently are engaged in disputes with certain of such tax authorities. We believe we have established adequate reserves for potential tax liabilities, but the final amount of taxes assessed and paid could exceed the amount of such reserves, which could reduce our profits.
We are a party to certain agreements with foreign tax authorities that reduce or defer the amount of tax we pay. The expiration of such agreements, or changes in circumstances or in interpretation of such agreements, could increase our tax costs.
We are exposed to counterparty and credit risk and fluctuations in the market values of our investment portfolio.
All of our cash that is not required to fund our daily operating activities is invested in interest bearing investments with a greater focus placed on capital preservation than on investment return. The majority of our cash balances are held on deposit with high quality financial institutions that hold long-term ratings of at least BBB or Baa from S&P or Moody's, respectively, and in AAA-rated money market funds. As such, we are exposed to counterparty risk on our cash and cash equivalent balances at December 31, 2014. We also have established an investment account for purposes of investing a portion of our cash resources. Although we have not recognized any significant losses to date on these investments, any significant declines in their market values could materially adversely affect our financial condition and operating results. Credit ratings and pricing of these investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk or other factors. As a result, the value and liquidity of our investments could decline and result in a significant impairment, which could materially adversely affect our financial condition and operating results.

Risks Related to Share Ownership and Other Stockholder Matters

As a public company, we incur significant costs which may adversely affect our operating results and financial condition.
As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses, including costs associated with public company reporting requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We invest in resources to comply with evolving laws and regulations, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers.   
Our stock price is likely to be volatile, and you may not be able to resell shares of your Class A common stock at or above the price you paid.
The stock market in general, and hospitality companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the underlying businesses. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock in spite of our operating performance. These broad market and industry factors may seriously harm the market price of our Class A common stock, regardless of our actual operating performance.
In addition to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following:
quarterly variations in our operating results compared to market expectations;
announcements of acquisitions of or investments in other businesses and properties or dispositions;

37


announcements of new services or products or significant price reductions by us or our competitors;
size of the public float;
future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares;
stock price performance of our competitors;
fluctuations in stock market prices and volumes;
default on our indebtedness or foreclosure of our properties;
changes in senior management or key personnel;
changes in financial estimates by securities analysts;  
negative earnings or other announcements by us or other hospitality companies;
downgrades in our credit ratings or the credit ratings of our competitors;
issuances or repurchases of equity or debt securities;
a decision to pay or not to pay dividends; and
global economic, legal and regulatory factors unrelated to our performance.
Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the price at which they purchased the stock. As a result, investors may suffer a loss on their investment.
Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company's securities. This litigation, if instituted against us, could result in substantial costs, reduce our profits, divert our management's attention and resources and harm our business.
Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could adversely affect our stock price and trading volume.
Securities research analysts have established and publish their own quarterly projections for our business. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match securities research analysts' projections. Similarly, if one or more of the analysts who writes reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, our stock price or trading volume could decline.
Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control, even if a sale of Hyatt would be beneficial to our stockholders, which could cause our stock price to decline and prevent attempts by our stockholders to replace or remove our current board of directors or management.
Our amended and restated certificate of incorporation and bylaws, as well as agreements with our major stockholders, contain provisions that may make it difficult to remove our board of directors and management and may discourage or delay “change of control” transactions that certain stockholders may view as beneficial or could involve the payment of a premium over prevailing market prices for our Class A common stock. These provisions include, among others:
Our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As a result of this structure, our major stockholders have significant influence or actual control over matters requiring stockholder approval.
Voting agreements entered into with or among our major stockholders require these stockholders to vote their shares consistent with the recommendation of our board of directors, assuming in certain instances that a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, all of such minimum of three independent directors (excluding for such purposes any Pritzker) agree with the recommendation. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval.  

38


Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging or gaming industries.
Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to “standstill” provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors.
Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting.
Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting.
Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited.
Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office.
Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent.
Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors.
Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.
Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.
An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.
Pritzker family business interests have substantial control over us and have the ability to control the election of directors and other matters submitted to stockholders for approval, which will limit your ability to influence corporate matters or result in actions that you do not believe to be in our interests or your interests.
Our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As of January 31, 2015, Pritzker family business interests beneficially own, in the aggregate, 86,293,377 shares, or approximately 77.5%, of our Class B common stock, representing approximately 58.2% of the outstanding shares of our common stock and approximately 75.0% of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests will be able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. While the voting agreements are in effect, they may provide our board of directors with the effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. This concentrated control will limit your ability to influence corporate matters, and the interests of Pritzker family business interests may not coincide with our interests or your interests. As a result, we may take actions that you do not believe to be in our interests or your interests and that could depress our stock price. See also “ -Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval.”

39


In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.
Disputes among Pritzker family members and among Pritzker family members and the trustees of the Pritzker family trusts may result in significant distractions to our management, disrupt our business, have a negative effect on the trading price of our Class A common stock and/or generate negative publicity about Hyatt and the Pritzker family.
In the past, disputes have arisen between and among certain Pritzker family members, and between and among beneficiaries of the Pritzker family trusts and the trustees of such trusts, with respect to, among other things, the ownership, operation, governance, and management of certain Pritzker family business interests. In connection with certain of these disputes, claims were alleged, and in certain cases, proceedings were initiated, against certain Pritzker family members, including Thomas J. Pritzker, our executive chairman, and other Pritzker family members, some of whom have been or are our directors, and against the trustees, including Thomas J. Pritzker in his former capacity as a co-trustee of the Pritzker family U.S. situs trusts. Such past allegations related to, among others, trust management and administration, and violations of certain trustee duties, including fiduciary duties. Some of these disputes led to significant negative publicity for the Pritzker family. These disputes have been resolved with no admissions or finding of any misconduct.
Disputes among Pritzker family members, and between and among beneficiaries of the Pritzker family trusts and the trustees of such trusts, including with respect to Hyatt, may arise or continue in the future. If such disputes occur, they may result in significant distractions to our management, disrupt our business, have a negative effect on the trading price of our Class A common stock and/or generate negative publicity about Hyatt and Pritzker family members, including Pritzker family members involved with Hyatt.
Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval.
Pritzker family business interests, which beneficially own as of January 31, 2015, directly or indirectly, 86,317,907 shares, or 58.2% of our total outstanding common stock and control approximately 75.0% of our total voting power, have entered into a voting agreement with respect to all shares of common stock beneficially owned by Pritzker family business interests. During the term of the voting agreement, which expires on the later to occur of January 1, 2015, and the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by non-Pritzker family business interests, Pritzker family business interests have agreed to vote their shares of our common stock consistent with the recommendation of our board of directors with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three independent directors (excluding for such purposes any Pritzker)) or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors (excluding for such purposes any Pritzker). In addition, as of January 31, 2015, other existing stockholders, including entities affiliated with Goldman, Sachs & Co. and Madrone GHC, beneficially own, in the aggregate, approximately 22.5% of our outstanding Class B common stock, representing approximately 16.9% of the outstanding shares of our common stock and approximately 21.8% of the total voting power of our outstanding common stock. These entities have entered into a voting agreement with us, with respect to the shares of Class B common stock that they beneficially own, and have agreed to vote their shares of Class B common stock consistent with the recommendation of our board of directors, without any separate requirement that our independent directors agree with the recommendation. These voting agreements expire on the date that Thomas J. Pritzker is no longer chairman of our board of directors. See Part I, Item 1, “Business - Stockholder Agreements.”
While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. This is because the number of our shares that are required by the voting agreements to be voted consistent with the recommendation of our board of directors will be sufficient to determine the outcome of the election of directors and other matters submitted to stockholders for approval. This will limit your ability to influence the election of directors and other matters submitted to stockholders for approval, even if you do not believe those actions to be in our interests or your interests. For instance, the voting agreements may have the effect of delaying or preventing a transaction that would result in a change of control, if our board of directors does not recommend that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is in our interests or your interests. On the other hand, the voting agreements may result in our stockholders approving a transaction that would result in a change of control, if our board of directors recommends that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is not in our interests or your interests.

40


A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well.
Future sales in the public market of Class A common stock issuable upon conversion of Class B common stock, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares, could reduce the market price of our Class A common stock. As of January 31, 2015, we had 36,880,550 shares of Class A common stock outstanding and 111,405,463 shares of Class B common stock outstanding.
Of the outstanding shares, 36,855,469 shares of Class A common stock are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”) unless these shares are held by any of our “affiliates,” as that term is defined in Rule 144 under the Securities Act ("Rule 144"). The remaining 25,081 outstanding shares of Class A common stock and 111,405,463 outstanding shares of Class B common stock are deemed “restricted securities,” as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered under the Securities Act or they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act ("Rule 701").
Substantially all of these restricted securities, together with 24,530 shares of Class A common stock previously registered, are subject to contractual lock-up and certain other restrictions contained in the Amended and Restated Global Hyatt Agreement, the Amended and Restated Foreign Global Hyatt Agreement, or the 2007 Stockholders' Agreement as described in Part I, Item 1, “Business - Stockholder Agreements.” These contractual restrictions may be amended, waived or terminated by the parties to those agreements in accordance with the terms of such agreements without our consent and without notice; with respect to the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement, the 25% limitation on sales of our common stock may, with respect to each 12 month period, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker). All shares of Class A common stock, including shares of Class A common stock issuable upon conversion of shares of Class B common stock, will be eligible for resale in compliance with Rule 144 or Rule 701 to the extent the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement, the Amended and Restated Foreign Global Hyatt Agreement, or the 2007 Stockholders' Agreement, as applicable, are waived or terminated with respect to such shares.
Assuming the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement, the Amended and Restated Foreign Global Hyatt Agreement, and the 2007 Stockholders' Agreement are not amended, waived or terminated and that there are no transfers of shares amongst Pritzker family stockholders, and further assuming the parties to these agreements sell the maximum amount permitted to be sold during the first time period that such shares are eligible to be sold as set forth below, and subject to any applicable restrictions contained in such agreements (such as rights of first refusal and requirements that any such sales be made by way of an underwritten public offering or in an otherwise broad distribution sale) and the provisions of Rule 144 and/or Rule 701 under the Securities Act, these restricted securities will be available for sale in the public market as follows:
Time Period
Number of Shares*
During the 6 month period from November 5, 2014 through May 10, 2015
45,676,038 (1)
During the 6-month period from May 11, 2015 through November 4, 2015
6,331,271 (2)
During the 12 month period from November 5, 2015 through November 4, 2016
21,622,682 (3)
During the 12 month period from November 5, 2016 through November 4, 2017
15,235,237 (3)
During the 12 month period from November 5, 2017 through November 4, 2018
6,909,577 (3)
During the 12 month period from November 5, 2018 through November 4, 2019
6,419,886 (3)
During the 12 month period from November 5, 2019 through November 4, 2020
6,271,290 (3)
During the 12 month period from November 5, 2020 through November 4, 2021
2,989,093 (3)
*    The foregoing numbers are based on information as of January 31, 2015 and assume that the maximum number of shares permitted to be sold during each period set forth above are, in fact, sold during each such period, and, further, (i) that the maximum number of shares permitted to be sold during the period from November 5, 2014 through November 4, 2015 by Pritzker family stockholders under the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement are, in fact, sold between November 5, 2014 and May 10, 2015, and (ii) that the maximum number of shares permitted to be sold beginning on May 11, 2015 by the parties to the 2007 Stockholders' Agreement are, in fact, sold between May 11, 2015 and November 4, 2015. To the extent any shares are not sold during the first time period that such shares are eligible to be sold as described above, the number of shares that may be sold in subsequent time periods may change.

41


(1) Includes (a) 6,143,356 shares that are eligible to be sold at any time, (b) 6,331,270 shares that were “early released” on May 13, 2011 under the 2007 Stockholders' Agreement, provided that such shares are sold in an underwritten public offering or in an otherwise broad distribution sale and subject to the rights of first refusal, “drag along” rights and other restrictions contained in the 2007 Stockholders' Agreement, (c) 6,331,270 shares that are eligible to be sold between the four and one-half and five and one-half year anniversaries of November 10, 2009 (the closing date of our initial public offering), provided that such shares are sold in an underwritten public offering or in an otherwise broad distribution sale and subject to the rights of first refusal, “drag along” rights and other restrictions contained in the 2007 Stockholders' Agreement and (d) 26,870,142 shares eligible to be sold by Pritzker family stockholders under the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement.
(2) Represents shares eligible to be sold under the 2007 Stockholders' Agreement beginning on the five and one-half year anniversary of November 10, 2009 (the closing date of our initial public offering), subject to the rights of first refusal, “drag along” rights and other restrictions contained in the 2007 Stockholders' Agreement.
(3) Represents shares eligible to be sold by Pritzker family stockholders under the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement.
In addition, as of December 31, 2014, 6,971,529 shares of our Class A common stock were reserved for issuance under the Second Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the “LTIP”). These shares of Class A common stock will become eligible for sale in the public market once those shares are issued or awarded under our LTIP, subject to provisions of various award agreements and Rule 144, as applicable. In addition, 696,612 shares of our Class A common stock were reserved for issuance under the Hyatt Hotels Corporation Employee Stock Purchase Plan (the “ESPP”), 1,169,195 shares of our Class A common stock remained available for issuance pursuant to the Amended and Restated Hyatt Corporation Deferred Compensation Plan (the “DCP”) and 300,000 shares of Class A common stock remained available for issuance pursuant to the Hyatt International Hotels Retirement Plan (commonly known as the Field Retirement Plan) (the “FRP”).
If any of these holders causes a large number of securities to be sold in the public market, the sales could reduce the trading price of our Class A common stock. These sales also could impede our ability to raise future capital. See also “-If holders of shares of our Class B common stock convert their shares of Class B common stock into shares of Class A common stock and exercise their registration rights, a significant number of shares of our Class A common stock could be sold into the market, which could reduce the trading price of our Class A common stock and impede our ability to raise future capital.”
We also may issue shares of our Class A common stock from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of shares that we may issue may in turn be significant.
If holders of shares of our Class B common stock convert their shares of Class B common stock into shares of Class A common stock and exercise their registration rights, a significant number of shares of our Class A common stock could be sold into the market, which could reduce the trading price of our Class A common stock and impede our ability to raise future capital.
Holders of 111,405,463 shares of our Class B common stock (or 75.1% of our total outstanding shares of common stock as of January 31, 2015), including Pritzker family business interests and entities affiliated with Goldman, Sachs & Co. and entities affiliated with Madrone Capital, LLC, have rights, subject to certain conditions, to require us to file registration statements registering sales of shares of Class A common stock acquired upon conversion of such Class B common stock or to include sales of such shares of Class A common stock in registration statements that we may file for ourselves or for other stockholders. In order to exercise such registration rights, the holder must be permitted to sell shares of its common stock under applicable lock-up restrictions. See “-A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well” and Part I, Item 1, “Business - Stockholder Agreements” for additional information with respect to these lock-up provisions. Subject to compliance with applicable lock-up agreements, shares of Class A common stock sold under the registration statements can be freely sold in the public market. In the event such registration rights are exercised and a large number of shares of Class A common stock issuable upon conversion of shares of Class B common stock are sold in the public market, such sales could reduce the trading price of our Class A common stock. These sales also could impede our ability to raise future capital. Additionally, we will bear all expenses in connection with any such registrations (other than underwriting discounts).
During 2014, certain Pritzker family stockholders exercised their rights to require the Company to register an aggregate of 15,141,517 shares of Class A common stock issuable upon conversion of such stockholders' shares of Class B common stock on a shelf registration statement on Form S-3 pursuant to Rule 415 of the Securities Act. In accordance with the terms of the Registration Rights Agreement, dated as of October 12, 2009, on May 29, 2014, the Company filed an automatic effective shelf

42


registration statement with the SEC to register the resale of such 15,141,517 shares. In connection with such registration, all other holders of registration rights, including trustees of trusts for the benefit of Thomas J. Pritzker and his lineal descendants (including Jason Pritzker), entities affiliated with Goldman, Sachs & Co. and entities affiliated with Madrone Capital, LLC, elected not to exercise their piggyback registration rights.
Additional shares may be registered on the shelf registration statement in the future as such shares are eligible to be sold in accordance with the registration rights agreements and lock-up restrictions. See “-A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well” for additional information with respect to the lock-up provisions.
The sale of shares registered under the registration statement in the public market, or the perception that such sales may occur could reduce the trading price of our Class A common stock or impede our ability to raise future capital.
Non-U.S. holders who own more than 5% of our Class A common stock or substantial amounts of our Class B common stock may be subject to U.S. federal income tax on gain realized on the disposition of such stock.
Because we have significant U.S. real estate holdings, we may be a “United States real property holding corporation” ("USRPHC") for U.S. federal income tax purposes, but we have made no determination to that effect. There can be no assurance that we do not currently constitute or will not become a USRPHC. As a result, a “non-U.S. holder” may be subject to U.S. federal income tax on gain realized on a disposition of our Class A common stock if such non-U.S. holder has owned, actually or constructively (through certain family members, related entities and options), more than 5% of our Class A common stock at any time during the shorter of (a) the five-year period ending on the date of disposition and (b) the non-U.S. holder's holding period in such stock.
If we were or were to become a USRPHC, a non-U.S. holder may be subject to U.S. federal income tax on gain realized on the disposition of our Class B common stock. Such tax would apply if on the date such non-U.S. holder actually or constructively acquired Class B common stock, and on any date on which such non-U.S. holder acquires additional Class B common stock, the aggregate fair market of the Class B common stock it actually and constructively owns is greater than 5% of the fair market value of our Class A common stock on such date. Certain dispositions of substantial amounts of Class B common stock by non-U.S. holders may also be subject to withholding under section 1445 of the Internal Revenue Code.

Item 1B.    Unresolved Staff Comments.
None.


43


Item 2.    Properties.
The following table sets forth a description of each owned or leased property in the Hyatt portfolio of properties as of December 31, 2014.
Hotel Property
 
Location
 
Rooms
 
# of Hotels
 
Ownership (1)
Owned and Leased Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Full Service
 
 
 
 
 
 
 
 
Americas Owned:
 
 
 
 
 
 
 
 
Park Hyatt Chicago
 
Chicago, IL
 
198

 
 
 
100
%
Park Hyatt New York
 
New York, NY
 
210

 
 
 
100
%
Andaz 5th Avenue
 
New York, NY
 
184

 
 
 
100
%
Grand Hyatt New York (4)
 
New York, NY
 
1,305

 
 
 
100
%
Grand Hyatt San Antonio (4)
 
San Antonio, TX
 
1,003

 
 
 
100
%
Grand Hyatt San Francisco
 
San Francisco, CA
 
660

 
 
 
100
%
The Driskill
 
Austin, TX
 
189

 
 
 
100
%
Hyatt on Main, Green Bay
 
Green Bay, WI
 
241

 
 
 
100
%
Hyatt The Pike Long Beach (4)
 
Long Beach, CA
 
138

 
 
 
100
%
Hyatt Regency Aruba Resort and Casino (4)
 
Palm Beach, Aruba, Dutch Caribbean
 
357

 
 
 
100
%
Hyatt Regency Atlanta
 
Atlanta, GA
 
1,260

 
 
 
100
%
Hyatt Regency Baltimore (4)
 
Baltimore, MD
 
488

 
 
 
100
%
Hyatt Regency Coconut Point Resort and Spa
 
Bonita Springs, FL
 
454

 
 
 
100
%
Hyatt Regency Grand Cypress
 
Orlando, FL
 
815

 
 
 
100
%
Hyatt Regency Greenwich
 
Old Greenwich, CT
 
373

 
 
 
100
%
Hyatt Regency Indianapolis (7)
 
Indianapolis, IN
 
499

 
 
 
100
%
Hyatt Regency Lake Tahoe Resort, Spa and Casino
 
Incline Village, NV
 
422

 
 
 
100
%
Hyatt Regency Long Beach (4)
 
Long Beach, CA
 
528

 
 
 
100
%
Hyatt Regency Lost Pines Resort and Spa
 
Lost Pines, TX
 
491

 
 
 
100
%
Hyatt Regency Louisville
 
Louisville, KY
 
393

 
 
 
100
%
Hyatt Regency Mexico City
 
Mexico City, Mexico
 
755

 
 
 
100
%
Hyatt Regency Miami (4)
 
Miami, FL
 
612

 
 
 
100
%
Hyatt Regency Monterey Hotel & Spa on Del Monte Golf Course (4)
 
Monterey, CA
 
550

 
 
 
100
%
Hyatt Regency O'Hare
 
Rosemont, IL
 
1,096

 
 
 
100
%
Hyatt Regency Orlando
 
Orlando, FL
 
1,641

 
 
 
100
%
Hyatt Regency San Antonio
 
San Antonio, TX
 
629

 
 
 
100
%
Hyatt Regency Scottsdale Resort and Spa at Gainey Ranch
 
Scottsdale, AZ
 
493

 
 
 
100
%
Americas Owned
 
 
 
15,984

 
27

 
 






44


Hotel Property
 
Location
 
Rooms
 
# of Hotels
 
Ownership (1)
Americas Leased:
 
 
 
 
 
 
 
 
Andaz West Hollywood (3)
 
West Hollywood, CA
 
239

 
 
 
%
Hyatt Regency San Francisco (3)
 
San Francisco, CA
 
803

 
 
 
%
Americas Leased
 
 
 
1,042

 
2

 
 
 
 
 
 
 
 
 
 
 
Total Americas Owned and Leased Properties
 
 
 
17,026

 
29

 
 
 
 
 
 
 
 
 
 
 
EAME/SW Asia Owned:
 
 
 
 
 
 
 
 
Park Hyatt Paris - Vendome
 
Paris, France
 
153

 
 
 
100
%
Park Hyatt Zurich (4)
 
Zurich, Switzerland
 
142

 
 
 
100
%
Andaz Liverpool Street (4)
 
London, England
 
267

 
 
 
100
%
Hyatt Regency Baku
 
Baku, Azerbaijan
 
159

 
 
 
100
%
Hyatt Regency Birmingham
 
Birmingham, England
 
319

 
 
 
100
%
Hyatt Regency Bishkek (4)
 
Bishkek, Kyrgyz Republic
 
178

 
 
 
98
%
EAME/SW Asia Owned
 
 
 
1,218

 
6

 
 
 
 
 
 
 
 
 
 
 
EAME/SW Asia Leased:
 
 
 
 
 
 
 
 
Andaz Amsterdam, Prinsengracht (3)
 
Amsterdam, The Netherlands
 
122

 
 
 
%
Grand Hyatt Berlin (3) (6)
 
Berlin, Germany
 
342

 
 
 
%
Hyatt Regency Cologne (3) (6)
 
Cologne, Germany
 
306

 
 
 
%
Hyatt Regency Mainz (3) (6)
 
Mainz, Germany
 
268

 
 
 
%
EAME/SW Asia Leased
 
 
 
1,038

 
4

 
 
 
 
 
 
 
 
 
 
 
Total EAME/SW Asia Owned and Leased Properties
 
 
 
2,256

 
10

 
 
 
 
 
 
 
 
 
 
 
ASPAC Owned:
 
 
 
 
 
 
 
 
Grand Hyatt Seoul
 
Seoul, South Korea
 
601

 
 
 
100
%
ASPAC Owned
 
 
 
601

 
1

 
 
 
 
 
 
 
 
 
 
 
Total Full Service Owned and Leased Properties
 
 
 
19,883

 
40

 
 



45


Hotel Property
 
Location
 
Rooms
 
# of Hotels
 
Ownership (1)
Select Service
 
 
 
 
 
 
 
 
Owned:
 
 
 
 
 
 
 
 
Hyatt House Sacramento/Rancho Cordova
 
Rancho Cordova, CA
 
158

 
 
 
100
%
Select Service Owned:
 
 
 
158

 
1

 
 
 
 
 
 
 
 
 
 
 
Leased:
 
 
 
 
 
 
 
 
Hyatt Place Amsterdam Airport (3)
 
Amsterdam, The Netherlands
 
330

 
 
 
%
Hyatt Place Atlanta/Buckhead (2)
 
Atlanta, GA
 
171

 
 
 
%
Select Service Leased:
 
 
 
501

 
2

 
 
 
 
 
 
 
 
 
 
 
Total Select Service Owned and Leased Properties:
 
 
 
659

 
3

 
 
 
 
 
 
 
 
 
 
 
Unconsolidated Hospitality Venture Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Full Service
 
 
 
 
 
 
 
 
Americas Unconsolidated Hospitality Ventures:
 
 
 
 
 
 
 
 
Park Hyatt Mendoza, Hotel Casino and Spa (4)
 
Mendoza, Argentina
 
186

 
 
 
50
%
Andaz Maui at Wailea
 
Wailea, HI
 
297

 
 
 
66
%
Grand Hyatt Sao Paulo
 
Sao Paulo, Brazil
 
466

 
 
 
50
%
Hyatt at The Bellevue
 
Philadelphia, PA
 
172

 
 
 
50
%
Hyatt Regency Columbus (4)
 
Columbus, OH
 
633

 
 
 
24
%
Hyatt Regency Crystal City at Reagan National Airport
 
Arlington, VA
 
686

 
 
 
50
%
Hyatt Regency Huntington Beach Resort and Spa (4)
 
Huntington Beach, CA
 
517

 
 
 
40
%
Hyatt Regency Jersey City on the Hudson
 
Jersey City, NJ
 
351

 
 
 
50
%
Hyatt Regency Minneapolis
 
Minneapolis, MN
 
645

 
 
 
50
%
Americas Unconsolidated Hospitality Ventures:
 
 
 
3,953

 
9

 
 













46


Hotel Property
 
Location
 
Rooms
 
# of Hotels
 
Ownership (1)
EAME/SW Asia Unconsolidated Hospitality Ventures:
 
 
 
 
 
 
 
 
Park Hyatt Hamburg (3) (5)
 
Hamburg, Germany
 
252

 
 
 
%
Park Hyatt Milan
 
Milan, Italy
 
106

 
 
 
30
%
Grand Hyatt Mumbai
 
Mumbai, India
 
547

 
 
 
50
%
EAME/SW Asia Unconsolidated Hospitality Ventures:
 
 
 
905

 
3

 
 
 
 
 
 
 
 
 
 
 
ASPAC Unconsolidated Hospitality Ventures:
 
 
 
 
 
 
 
 
Grand Hyatt Bali
 
Bali, Indonesia
 
636

 
 
 
10
%
ASPAC Unconsolidated Hospitality Ventures:
 
 
 
636

 
1

 
 
 
 
 
 
 
 
 
 
 
Full Service Unconsolidated Hospitality Ventures:
 
 
 
5,494

 
13

 
 
 
 
 
 
 
 
 
 
 
Select Service
 
 
 
 
 
 
 
 
Hyatt Place Atlanta/Perimeter Center
 
Atlanta, GA
 
150

 
 
 
40
%
Hyatt Place Cuidad del Carmen
 
Cuidad del Carmen, Mexico
 
140

 
 
 
50
%
Hyatt Place Fair Lawn/Paramus
 
Fair Lawn, NJ
 
143

 
 
 
40
%
Hyatt Place Fort Worth/Cityview
 
Fort Worth, TX
 
127

 
 
 
40
%
Hyatt Place Fort Worth/Hurst
 
Hurst, TX
 
127

 
 
 
40
%
Hyatt Place La Paz
 
La Paz, Mexico
 
151

 
 
 
50
%
Hyatt Place Minneapolis/Eden Prairie
 
Eden Prairie, MN
 
126

 
 
 
40
%
Hyatt Place Panama City/Downtown
 
Panama City, Panama
 
165

 
 
 
29
%
Hyatt Place Phoenix/Gilbert
 
Gilbert, AZ
 
127

 
 
 
50
%
Hyatt Place Princeton
 
Princeton, NJ
 
122

 
 
 
40
%
Hyatt Place Los Cabos
 
San Jose del Cabo, Mexico
 
157

 
 
 
50
%
Hyatt House Atlanta/Cobb Galleria
 
Atlanta, GA
 
149

 
 
 
40
%
Hyatt House Boston/Waltham
 
Waltham, MA
 
135

 
 
 
40
%
Hyatt House Miami Airport
 
Miami, FL
 
156

 
 
 
40
%
Select Service Unconsolidated Hospitality Ventures:
 
 
 
1,975

 
14

 
 
 
 
 
 
 
 
 
 
 
All Inclusive
 
 
 
 
 
 
 
 
Hyatt Zilara Cancun
 
Cancun, Mexico
 
307

 
 
 
24
%
Hyatt Zilara Rose Hall
 
Montego Bay, Jamaica
 
234

 
 
 
24
%
Hyatt Ziva Los Cabos
 
San Jose del Cabo, Mexico
 
619

 
 
 
24
%
Hyatt Ziva Puerto Vallarta
 
Puerto Vallarta, Mexico
 
335

 
 
 
24
%
Hyatt Ziva Rose Hall
 
Montego Bay, Jamaica
 
386

 
 
 
24
%
All Inclusive Unconsolidated Hospitality Ventures:
 
 
 
1,881

 
5

 
 
 
 
 
 
 
 
 
 
 
Total Unconsolidated Hospitality Ventures:
 
 
 
9,350

 
32

 
 


47



(1)
Unless otherwise indicated, ownership percentages include both the property and the underlying land.
(2)
Property is accounted for as a capital lease.
(3)
Property is accounted for as an operating lease.
(4)
Our ownership interest in the property is subject to a third-party ground lease on the land.
(5)
We own a 50% interest in the entity that is the operating lessee and it is an unconsolidated hospitality venture.
(6)
We own a 100% interest in the entity that is the operating lessee.
(7)
In February 2015, we announced the sale of Hyatt Regency Indianapolis.
Below is a summary of our Hyatt managed, franchised and owned and leased hotels, all inclusive properties, and residential and vacation ownership properties by segment for all periods presented. 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2012
 
Properties
 
Rooms/Units
 
Properties
 
Rooms/Units
 
Properties
 
Rooms/Units
Americas Management and Franchising
 
 
 
 
 
 
 
 
 
 
 
Full Service Hotels
 
 
 
 
 
 
 
 
 
 
 
Managed
117

 
61,277

 
117

 
61,321

 
119

 
60,524

Franchised
34

 
10,416

 
33

 
10,190

 
24

 
7,515

Full Service Managed and Franchised
151

 
71,693

 
150

 
71,511

 
143

 
68,039

Select Service Hotels
 
 
 
 
 
 
 
 
 
 
 
Managed
57

 
7,995

 
98

 
13,256

 
97

 
13,049

Franchised
212

 
28,573

 
150

 
20,263

 
128

 
16,774

Select Service Managed and Franchised
269

 
36,568

 
248

 
33,519

 
225

 
29,823

ASPAC Management and Franchising
 
 
 
 
 
 
 
 
 
 
 
Full Service Hotels
 
 
 
 
 
 
 
 
 
 
 
Managed
64

 
23,954

 
57

 
21,429

 
51

 
20,016

Franchised
2

 
988

 
2

 
988

 
2

 
988

Full Service Managed and Franchised
66

 
24,942

 
59

 
22,417

 
53

 
21,004

Select Service Hotels
 
 
 
 
 
 
 
 
 
 
 
Managed
1

 
144

 

 

 

 

Select Service Managed
1

 
144

 

 

 

 

EAME/SW Asia Management
 
 
 
 
 
 
 
 
 
 
 
Full Service Hotels
 
 
 
 
 
 
 
 
 
 
 
Managed
63

 
16,832

 
62

 
16,742

 
53

 
14,098

Select Service Hotels
 
 
 
 
 
 
 
 
 
 
 
Managed
5

 
926

 
2

 
210

 
1

 
115

Total Managed and Franchised
555

 
151,105

 
521

 
144,399

 
475

 
133,079

All Inclusive Properties
5

 
1,881

 
2

 
925

 

 

Vacation Ownership Properties
16

 
1,094

 
15

 
963

 
15

 
963

Residences
11

 
1,185

 
10

 
1,101

 
10

 
1,102

Grand Total Portfolio
587

 
155,265

 
548

 
147,388

 
500

 
135,144



48


Included in the summary above are the following owned and leased hotels: 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2012
 
Properties
 
Rooms
 
Properties
 
Rooms
 
Properties
 
Rooms
Owned and Leased Hotels
 
 
 
 
 
 
 
 
 
 
 
Full Service hotels
 
 
 
 
 
 
 
 
 
 
 
United States
27

 
15,914

 
27

 
15,498

 
31

 
14,536

Other Americas
2

 
1,112

 
4

 
2,102

 
4

 
2,102

ASPAC
1

 
601

 
1

 
601

 
1

 
601

EAME/SW Asia
10

 
2,256

 
11

 
2,438

 
11

 
2,441

Select Service hotels
 
 
 
 
 
 
 
 
 
 
 
United States
2

 
329

 
54

 
7,400

 
56

 
7,669

EAME/SW Asia
1

 
330

 

 

 

 

Total owned and leased hotels
43

 
20,542

 
97

 
28,039

 
103

 
27,349

Corporate Headquarters and Regional Offices
Our corporate headquarters are located at 71 South Wacker Drive, 12th Floor, Chicago, Illinois. These offices consist of approximately 219,900 square feet (net of subleased space). The lease for this property expires on February 29, 2020. We also lease 74,067 square feet of office space at 200 West Monroe Street, Chicago, Illinois. The lease for this property expires on March 31, 2016, with an option to renew. In anticipation of the expiration of these leases we entered into a new lease for a term of seventeen years for initial premises of approximately 236,990 square feet of to be constructed space at 150 N. Riverside Plaza, Chicago, Illinois, commencing on January 1, 2018.
In addition to our corporate headquarters, we lease space for our regional offices, service centers and sales offices in multiple locations, including Beijing, Hong Kong, Shanghai and Shenzhen, People's Republic of China; Cairo, Egypt; Dubai, United Arab Emirates; Gurgaon and Mumbai, India; Jeddah, Saudi Arabia; London, United Kingdom; Mainz, Germany; Marion, Illinois; Melbourne, Australia; Moscow, Russia; Milan, Italy; New York, New York; Paris, France; Opfikon, Switzerland; Singapore, Singapore; Seoul, South Korea; Sao Paulo, Brazil; Omaha, Nebraska; Moore, Oklahoma; Coral Gables, Florida; Tokyo, Japan; and Washington, D.C.
We believe that our existing office properties are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, we believe that suitable space will be available on commercially reasonable terms.

Item  3.    Legal Proceedings.
We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, workers' compensation and other employee claims, intellectual property claims and claims related to our management of certain hotel properties. Most occurrences involving liability, claims of negligence and employees are covered by insurance with solvent insurance carriers. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our consolidated financial position, results of operations or liquidity.


Item 4.    Mine Safety Disclosures.

Not Applicable.

49


Executive Officers of the Registrant.
The following chart names each of the Company's executive officers and their ages and positions as of February 18, 2015. Also included below is biographical information relating to each of the Company's executive officers. Each of the executive officers is elected by and serves at the pleasure of the board of directors.
 
Name 
 
Age
 
Position 
Thomas J. Pritzker
 
64
 
Executive Chairman of the Board
Mark S. Hoplamazian
 
51
 
President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)
Stephen G. Haggerty
 
47
 
Executive Vice President, Global Head of Capital Strategy, Franchising and Select Service
H. Charles Floyd
 
55
 
Executive Vice President, Global President of Operations
Peter J. Sears
 
50
 
Executive Vice President, Group President—Americas
David Udell
 
54
 
Executive Vice President, Group President—ASPAC
Peter Fulton
 
57
 
Executive Vice President, Group President—EAME/SW Asia
Rena Hozore Reiss
 
55
 
Executive Vice President, General Counsel and Secretary
Robert W. K. Webb
 
58
 
Executive Vice President, Chief Human Resources Officer
Maryam Banikarim
 
46
 
Executive Vice President, Global Chief Marketing Officer
Thomas J. Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr. Pritzker was appointed President of Hyatt Corporation in 1980 and served as Chairman and Chief Executive Officer of Hyatt Corporation from 1999 to December 2006. Mr. Pritzker is Chairman and Chief Executive Officer of The Pritzker Organization, LLC ("TPO"), the principal financial and investment advisor to various Pritzker family business interests. Mr. Pritzker is Chairman of Marmon Holdings, Inc. and also serves as a Director of Royal Caribbean Cruises Ltd. He served as a Director of TransUnion Corp., a credit reporting service company until June 2010. Mr. Pritzker is a Director and Vice President of The Pritzker Foundation, a charitable foundation; Director and President of the Pritzker Family Philanthropic Fund, a charitable organization; and Chairman and President of The Hyatt Foundation, a charitable foundation which established The Pritzker Architecture Prize.
Mark S. Hoplamazian was appointed to the Board of Directors in November 2006 and named President and Chief Executive Officer of Hyatt Hotels Corporation in December 2006. Prior to being appointed to his present position, Mr. Hoplamazian served as President of TPO. During his 17 year tenure with TPO he served as advisor to various Pritzker family-owned companies, including Hyatt Hotels Corporation and its predecessors. He previously worked in international mergers and acquisitions at The First Boston Corporation in New York. Mr. Hoplamazian was appointed to the VF Corporation Board of Directors in February 2015, and serves on the Advisory Board of Facing History and Ourselves, the Council on the University of Chicago Booth School of Business, the Executive Committee of the Board of Directors of World Business Chicago, and the Board of Trustees of the Aspen Institute and of the Latin School of Chicago. Mr. Hoplamazian is a member of the World Travel & Tourism Council and the Commercial Club of Chicago and is a member of the Discovery Class of the Henry Crown Fellowship.
Stephen G. Haggerty was appointed Executive Vice President, Global Head of Capital Strategy, Franchising and Select Service in August 2014. In this role, Mr. Haggerty is responsible for implementing our overall capital and franchising strategy and overseeing our select service business. Prior to assuming his current role, Mr. Haggerty was the Executive Vice President, Global Head of Real Estate and Capital Strategy from October 2012. In that role, Mr. Haggerty was responsible for implementing our capital strategy, managing our hotel asset base and providing support to our development professionals around the world. Prior to October 2012, Mr. Haggerty was responsible for our global development team, our global feasibility and development finance team, our corporate transactions group, and our global asset management team that oversees all of our owned hotel properties and development of hotels and vacation ownership properties in which we have ownership. Before joining us, Mr. Haggerty spent 13 years serving in several positions of increasing responsibility with Marriott International, Inc., a lodging company, most recently in London as Senior Vice President, International Project Finance and Asset Management for Europe, Africa and the Middle East from 2005 to 2007. Prior to this position, from 2003 to 2005, Mr. Haggerty served as Marriott's Senior Vice President of Global Asset Management and Development Finance and previously lived in Asia for nine years holding a variety of roles relating to development at Marriott.
H. Charles Floyd was appointed Executive Vice President, Global President of Operations in August 2014. In this role, Mr. Floyd leads and develops Hyatt’s shared operation services organization known as the Global Operations Center (GOC)

50


and is responsible for the successful operation of Hyatt’s hotels globally. Mr. Floyd is also responsible for ensuring operating efficiency in the roll-out of new innovations, unifying the Company's global operations, and overseeing the Company’s information technology resources, worldwide sales organization and call centers. The Group Presidents for each of Hyatt’s three regions report to Mr. Floyd. Prior to his current role, Mr. Floyd was Executive Vice President, Group President - Global Operations Center from October 2012. Mr. Floyd has been with us since 1981. Mr. Floyd served as our Chief Operating Officer - North America from January 2006. In this role he was responsible for management of our full service hotels and resorts as well as the Hyatt Place and the Hyatt House brands in the United States, Canada and the Caribbean. In addition, he oversaw Hyatt Residential Group, Inc. (formerly known as Hyatt Vacation Ownership, Inc.) and the Franchise Owner Relations Group, which supports both full service and select service and extended stay franchisees. He also oversaw various corporate functions for North America, including sales, human resources, product and design, rooms, food and beverage and engineering. Since joining Hyatt, Mr. Floyd served in a number of senior positions, including Executive Vice President - North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles.
Peter J. Sears was appointed Executive Vice President, Group President – Americas in September 2014. Mr. Sears is responsible for the growth and successful operation of Hyatt’s portfolio in the United States, Canada, Latin America and the Caribbean. Prior to his current role, he was the Senior Vice President, Operations for Asia Pacific. Mr. Sears began his career with Hyatt as a corporate trainee at Hyatt Regency San Antonio in 1987, and went on to hold numerous positions of increasing operational responsibility. These positions included serving as general manager of five full service hotels in North America at properties located in San Francisco, Orange County, and Lake Tahoe. In 2006, he became Senior Vice President of Field Operations for the Central Region, and in 2009, became Senior Vice President, Operations for North America.
David Udell was appointed as Executive Vice President, Group President – ASPAC in July 2014. Mr. Udell is responsible for overseeing hotels in China, Japan, Korea, Australia, Southeast Asia and the Pacific Rim. Prior to his current role, Mr. Udell was the Senior Vice President, Operations for the Global Operations Center (GOC). Mr. Udell has also served as Senior Vice President - Operations, Asia Pacific, where he was responsible for overseeing the operation of 55 hotels within the region. Over the last 32 years, Mr. Udell has held senior management positions in Hyatt properties in Bangkok, Seoul, Hong Kong and Tokyo. In 1992, he was appointed opening General Manager of Park Hyatt Tokyo and in 1996, General Manager of Grand Hyatt Hong Kong. Mr. Udell is a 1982 graduate of the Cornell School of Hotel Administration in Ithaca, N.Y. He began his career with Hyatt as a Corporate Management Trainee at Hyatt Regency Singapore in 1982.
Peter Fulton was appointed Executive Vice President, Group President - EAME/SW Asia in October 2012. Mr. Fulton is responsible for overseeing hotels in Europe, Africa, the Middle East and Southwest Asia. In 1983, Mr. Fulton embarked on his career with Hyatt International as Food & Beverage Manager at Hyatt Regency Auckland. For the next nine years, he filled senior food and beverage positions at Hyatt properties in Dubai, Canberra and Macau before receiving his first appointment as Manager at Hyatt Regency Acapulco. In 1994, Mr. Fulton was appointed General Manager of the same hotel. Three years later, Mr. Fulton was appointed General Manager at Hyatt Regency Delhi, where he remained until assuming the position of General Manager of Grand Hyatt Dubai. From 2001 until February 2008, Mr. Fulton oversaw Grand Hyatt Dubai, the largest 5-star hotel in the region, which opened in March 2003. From February 2008 until October 2012, Mr. Fulton was the Managing Director South West Asia. Prior to Hyatt, Mr. Fulton worked for Travelodge in Christchurch and Auckland, New Zealand, Claridges Hotel in London, and Le Beau Rivage Palace Hotel in Lausanne, Switzerland.
Rena Hozore Reiss has served as our Executive Vice President, General Counsel and Secretary since August 2010. Ms. Reiss joined Hyatt after spending 10 years at Marriott International, Inc. where she most recently served as Senior Vice President and Associate General Counsel, overseeing a legal team responsible for supporting that company's development activities in the Americas. From 2000 to 2007, Ms. Reiss held a series of increasingly responsible positions at Marriott, including serving as Senior Counsel and Vice President and Assistant General Counsel. Prior to entering the hospitality industry, Ms. Reiss practiced law at Thomson Muraro Razook & Hart in Miami, Florida, served as an Associate General Counsel for the Miami Herald Publishing Company, and was a Partner with Counts & Kanne, Chartered in Washington, DC.
Robert W. K. Webb has served as our Chief Human Resources Officer since August 2007 and our Executive Vice President since 2011. Prior to joining Hyatt, Mr. Webb served as Head of Global Service Delivery for Citi Employee Services at Citigroup Inc., a global financial services company. During his 19-year tenure at Citigroup and two predecessor companies, Mr. Webb served as Chief Administrative Officer for a global business unit and held several senior human resources roles in North America and international operations.
 
Maryam Banikarim was appointed as Executive Vice President, Global Chief Marketing Officer in January 2015. Ms. Banikarim is responsible for driving the company's individual brands and the experiences they offer online and offline while working across the organization to facilitate innovation around the guest experience. Ms. Banikarim joined Hyatt with more than 20 years of marketing expertise across multiple industries. In her most recent prior role from 2011 to January 2015, she was Gannett’s first-ever Chief Marketing Officer and also served as senior vice president. Before Gannett, Ms. Banikarim

51


served as senior vice president at NBC Universal from 2009 to 2011, chief marketing officer for Univision Communications, Inc. from 2002 to 2009, and founded a strategy firm that consulted for such clients as Deutsche Bank, Bacardi and Time-Warner. She also worked at Turner Broadcasting, MacMillan Publishing, and was a lead team member for the launch of CitySearch, an early Internet start-up. Ms. Banikarim began her career at Young & Rubicam.     
Pursuant to our employment letter with Mr. Thomas J. Pritzker, we have agreed that so long as he is a member of our board of directors we will use our commercially reasonable efforts to appoint him as our executive chairman as long as he is willing and able to serve in that office. If he is not re-appointed as executive chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause.
Pursuant to our employment letter with Mr. Mark S. Hoplamazian, we have agreed that so long as he is the president and chief executive officer of Hyatt, we will use our commercially reasonable efforts to nominate him for re-election as a director prior to the end of his term. If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. 

52


Part II
 

Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock began trading publicly on the New York Stock Exchange under the symbol “H” on November 5, 2009. Prior to that time, there was no public market for our Class A common stock. As of January 31, 2015, our Class A common stock was held by approximately 37 shareholders of record and there were 36,880,550 shares of Class A common stock outstanding. This stockholder figure does not include a substantially greater number of “street name” holders or beneficial holders of our Class A common stock whose shares are held of record by banks, brokers and other financial institutions. The following table sets forth, for the period indicated, the high and low sale prices of our Class A common stock as reported by the New York Stock Exchange for the two most recent fiscal years.
 
Fiscal Year end December 31, 2013
High 
 
Low 
First Quarter
$43.69
 
$38.58
Second Quarter
$43.39
 
$37.74
Third Quarter
$47.01
 
$40.20
Fourth Quarter
$50.43
 
$42.82
 
 
 
 
Fiscal Year end December 31, 2014
 
 
 
First Quarter
$54.99
 
$45.73
Second Quarter
$61.97
 
$51.77
Third Quarter
$64.52
 
$56.57
Fourth Quarter
$62.48
 
$54.08
On February 13, 2015, the closing stock price of our Class A common stock was $59.51.
There is no established public trading market for our Class B common stock. As of January 31, 2015, our Class B common stock was held by 106 shareholders and there were 111,405,463 shares of Class B common stock outstanding.
Dividends
We have never declared or paid cash dividends on our common stock. In addition, we must comply with the covenants in our revolving credit facility if we want to pay cash dividends. We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments and such other factors as our board of directors deems relevant.
 

53


Performance Graph
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
The following graph compares the cumulative total stockholder return since December 31, 2009, with the S&P 500 Index (“S&P 500”) and the Russell 1000 Hotel/Motel Index (the “Russell 1000 Hotel”). The graph assumes that the value of the investment in our Class A common stock and each index was $100 at December 31, 2009 and that all dividends and other distributions were reinvested.
 
12/31/2009
12/31/2010
12/30/2011
12/31/2012
12/31/2013
12/31/2014
Hyatt Hotels Corporation
100.0
153.5
126.3
129.4
165.9
202.0
S&P 500
100.0
115.1
117.5
136.3
180.3
205.0
Russell 1000 Hotel
100.0
162.2
147.4
183.2
257.3
288.9
Recent Sales of Unregistered Securities
None.
Use of Proceeds from Registered Securities
None.

54


Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Issuer Purchases of Equity Securities

The following table sets forth information regarding the Company's purchases of shares of Class A common stock during the quarter ended December 31, 2014:
 
 
Total Number of Shares Purchased (1)
 
Weighted Average Price Paid per Share
 
 
Total Number of Shares Purchased as Part of Publicly Announced Plans
 
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Program
October 1 to October 31, 2014
 
1,026,338

 
$
58.11

 
 
1,026,338

 
$
199,712,436

November 1 to November 30, 2014
 
1,991,213

 
59.58

 
 
1,991,213

 
$
81,077,885

December 1 to December 31, 2014
 
627,545

 
58.94

 
 
627,545

 
$
444,089,984

Total
 
3,645,096

 
$
59.06

 
 
3,645,096

 
 

(1) On each of May 16, 2014 and December 11, 2014, we announced the approvals of expansions of our share repurchase program pursuant to which we are authorized to purchase up to an additional $300 million and $400 million, respectively, of Class A and Class B common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan. The 2014 repurchase programs do not have an expiration date. As of December 31, 2014, the Company had approximately $444 million remaining under its current share repurchase authorizations.





 

55


Item 6.    Selected Financial Data
We derived the selected consolidated statements of income data for the years ended December 31, 2014, 2013 and 2012 and the selected consolidated balance sheet data as of December 31, 2014 and December 31, 2013 from our audited consolidated financial statements included in this annual report. We derived the selected consolidated statements of income data for the years ended December 31, 2011 and 2010 and the selected consolidated balance sheet data as of December 31, 2012, 2011 and 2010 from our previously audited consolidated financial statements which are not included in this annual report. Our historical results are not necessarily indicative of the results expected for any future period.
You should read the selected historical financial data together with the consolidated financial statements and related notes appearing in this annual report, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included elsewhere in this annual report.
(in millions, except per share data)
Year Ended December 31,
2014
 
2013
 
2012
 
2011
 
2010
Consolidated statements of income data:
 
 
 
 
 
 
 
 
 
Owned and leased hotels
$
2,246

 
$
2,142

 
$
2,021

 
$
1,879

 
$
1,859

Management and franchise fees
387

 
342

 
307

 
288

 
255

Other revenues
75

 
78

 
78

 
66

 
45

Other revenues from managed properties (1)
1,707

 
1,622

 
1,543

 
1,465

 
1,368

Total revenues
4,415

 
4,184

 
3,949

 
3,698

 
3,527

Direct and selling, general, and administrative expenses
4,136

 
3,951

 
3,790

 
3,545

 
3,419

Income from continuing operations
346

 
205

 
87

 
111

 
52

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

 
2

 
11

Net income attributable to Hyatt Hotels Corporation
344

 
207

 
88

 
113

 
67

Income from continuing operations per common share - basic
$
2.26


$
1.29


$
0.53


$
0.66


$
0.30

Income from continuing operations per common share - diluted
$
2.24

 
$
1.29

 
$
0.53

 
$
0.66

 
$
0.30


(in millions)
As of December 31,
2014
 
2013
 
2012
 
2011
 
2010
Consolidated balance sheet data:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
685

 
$
454

 
$
413

 
$
534

 
$
1,110

Total current assets
1,709

 
1,163

 
1,758

 
1,591

 
2,165

Property and equipment, net
4,186

 
4,671

 
4,139

 
4,043

 
3,453

Intangibles, net
552

 
591

 
388

 
359

 
280

Total assets
8,143

 
8,177

 
7,630

 
7,497

 
7,233

Total current liabilities
730

 
871

 
618

 
568

 
596

Long-term debt
1,381

 
1,289

 
1,229

 
1,221

 
714

Other long-term liabilities
1,401

 
1,240

 
962

 
890

 
802

Total liabilities
3,512

 
3,400

 
2,809

 
2,679

 
2,112

Total stockholders’ equity
4,627

 
4,769

 
4,811

 
4,808

 
5,108

Total liabilities and equity
$
8,143

 
$
8,177

 
$
7,630

 
$
7,497

 
$
7,233

 
(1)
Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues.”

56


Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part II, Item 6, “Selected Financial Data” and our consolidated financial statements included in this annual report. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Disclosure Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors” included elsewhere in this annual report.
Overview
We are a global hospitality company engaged in the development, management, franchising, licensing and ownership of a portfolio of properties, including hotels, resorts and residential and vacation ownership properties around the world. As of December 31, 2014, our worldwide property portfolio consisted of 587 properties (155,265 rooms and units), including:
246 managed properties (84,352 rooms), all of which we operate under management agreements with third-party property owners;
239 franchised properties (38,742 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third-parties;
35 owned properties (17,961 rooms) (including 1 consolidated hospitality venture), 1 capital leased property (171 rooms) and 7 operating leased properties (2,410 rooms), all of which we manage;
18 managed properties and 9 franchised properties owned or leased by unconsolidated hospitality ventures (7,469 rooms);
5 all inclusive resorts (1,881 rooms), all of which are owned and operated by an unconsolidated hospitality venture that has franchise agreements with us;
16 vacation ownership properties (1,094 units), all of which are licensed by ILG under the Hyatt Residence Club brand and operated by third parties; and
11 residential properties (1,185 units), all of which we manage and one of which we own.
We have a business model that involves ownership of properties, management and franchising of third-party owned properties and licensing of vacation ownership properties. This allows us to pursue more diversified revenue and income streams that balance both the advantages and risks associated with these lines of business. Our expertise and experience in each of these areas gives us the flexibility to evaluate growth opportunities across these lines of business. Growth in the number of management and franchise agreements and earnings therefrom typically results in higher overall returns on invested capital because the capital investment under a typical management or franchise agreement is not significant. The capital required to build and maintain hotels that we manage or franchise for third-party owners is typically provided by the owner of the respective property with minimal capital required by us as the manager or franchisor. During periods of increasing demand we do not share fully in the incremental profits of hotel operations for hotels that we manage for third-party owners as our fee arrangements generally include a base amount calculated using the revenue from the subject hotel and an incentive fee that is, typically, a percentage of hotel profits that is usually less than 20%, with certain financial thresholds to be satisfied, with the actual level depending on the structure and terms of the management agreement. We do not share in the benefits of increases in profits from franchised properties because franchisees pay us an initial application fee and ongoing royalty fees that are calculated as a percentage of gross room revenues, and also at times as a percentage of food and beverage revenues, with no fees based on profits. Disputes or disruptions may arise with third-party owners of hotels we manage, franchise or license and these disputes can result in termination of the relevant agreement. With respect to property ownership, we believe that ownership of selected hotels in key markets enhances our ability to control our brand presence in these markets. Ownership of hotels allows us to capture the full benefit of increases in operating profits during periods of increasing demand and room rates. The cost structure of a typical hotel is more fixed than variable, so as demand and room rates increase over time, the pace of increase in operating profits typically is higher than the pace of increase of revenues. Hotel ownership is, however, more capital intensive than managing hotels for third-party owners, as we are responsible for the costs and all capital expenditures for our owned hotels. The profits realized in our owned and leased hotels segment are generally more significantly affected by economic downturns and declines in revenues than the results of our management and franchising segments. This is because we absorb the full impact of declining profits in our owned and leased hotels whereas our management and franchise fees do not have the same level of downside exposure to declining hotel profitability. See also “—Principal Factors Affecting Our Results of Operations—Factors Affecting Our Costs and Expenses—Fixed nature of expenses” and Part I, Item 1A, “Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from significant investments in owned and leased real

57


estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions or restrict our growth strategy.”
For the years ended December 31, 2014, 2013 and 2012, 78.7%, 78.2%, and 79.5% of our revenues were derived from operations in the United States, respectively. As of December 31, 2014 and 2013, 74.8% and 74.4% of our long-lived assets were located in the United States, respectively.
We report our consolidated operations in U.S. dollars and manage our business within four reportable segments as described below:
Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.
Americas management and franchising, which consists of our management and franchising of properties located in the United States, Latin America, Canada and the Caribbean.
ASPAC management and franchising, which consists of our management and franchising of properties located in Southeast Asia, as well as China, Australia, South Korea and Japan.
EAME/SW Asia management, which consists of our management of properties located primarily in Europe, Africa, the Middle East, India and Nepal, as well as countries along the Persian Gulf and the Arabian Sea.
The results of our vacation ownership business, Hyatt co-branded credit card and unallocated corporate overhead are reported within corporate and other. See Note 19 for further discussion of our segment structure.
Key Business Metrics Evaluated by Management
Revenues
We primarily derive our revenues from hotel operations, management and franchise fees, other revenues from managed properties and license fees from vacation ownership properties. We sold our vacation ownership business in the fourth quarter of 2014 and the results of operations during our period of ownership were included in our historical financial results prior to the sale. In connection with the sale, we entered into a master license agreement with ILG, which stipulates that we earn certain licensing fees related primarily to the use of our brands. Management uses revenues to assess the overall performance of our business and analyze trends such as consumer demand, brand preference and competition. For a detailed discussion of the factors that affect our revenues, see “—Principal Factors Affecting Our Results of Operations.”
Net Income Attributable to Hyatt Hotels Corporation
Net income attributable to Hyatt Hotels Corporation represents the total earnings or profits generated by our business. Management uses net income to analyze the performance of our business on a consolidated basis.
Adjusted EBITDA
We use the term Adjusted EBITDA throughout this annual report. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define consolidated Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude the following items:
equity earnings (losses) from unconsolidated hospitality ventures;
gains on sales of real estate and other;
asset impairments;
other income (loss), net;
net (income) loss attributable to noncontrolling interests;
depreciation and amortization;
interest expense; and
provision for income taxes.
We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments to corporate and other Adjusted EBITDA. See “—Results of Operations.”

58


Our board of directors and executive management team focus on Adjusted EBITDA as a key performance and compensation measure both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operating performance both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our chief operating decision maker, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in significant part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA or some combination of both.
We believe Adjusted EBITDA is useful to investors because it provides investors the same information that we use internally for purposes of assessing our operating performance and making selected compensation decisions.
Adjusted EBITDA is not a substitute for net income attributable to Hyatt Hotels Corporation, income from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by reference to our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income and consolidated statements of cash flows in our consolidated financial statements included in this annual report.
For a reconciliation of consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to its most directly comparable GAAP measure, net income attributable to Hyatt Hotels Corporation, see “—Results of Operations.”
Revenue per Available Room (RevPAR)
RevPAR is the product of the average daily rate and the average daily occupancy percentage. RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, telephone and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis. RevPAR is a commonly used performance measure in the industry.
RevPAR changes that are driven predominantly by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominately by changes in average room rates. For example, increases in occupancy at a hotel would lead to increases in room revenues and additional variable operating costs (including housekeeping services, utilities and room amenity costs), and could also result in increased ancillary revenues (including food and beverage). In contrast, changes in average room rates typically have a greater impact on margins and profitability as there is no substantial effect on variable costs.
Average Daily Rate (ADR)
ADR represents hotel room revenues, divided by the total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.
Occupancy
Occupancy represents the total number of rooms sold divided by the total number of rooms available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’ available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.

59


Comparable Hotels
“Comparable systemwide hotels” represents all properties we manage or franchise (including owned and leased properties) and that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption or undergone large scale renovations during the periods being compared or for which comparable results are not available. We may use variations of comparable systemwide hotels to specifically refer to comparable systemwide Americas full service or select service hotels for those properties that we manage or franchise within the Americas management and franchising segment, comparable systemwide ASPAC full service hotels for those properties that we manage or franchise within the ASPAC management and franchising segment, or comparable systemwide EAME/SW Asia full service hotels for those properties that we manage within the EAME/SW Asia management segment. “Comparable operated hotels” is defined the same as “Comparable systemwide hotels” with the exception that it is limited to only those hotels we manage or operate and excludes hotels we franchise. “Comparable owned and leased hotels” represents all properties we own or lease and that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption or undergone large scale renovations during the periods being compared or for which comparable results are not available. Comparable systemwide hotels and comparable owned and leased hotels are commonly used as a basis of measurement in the industry. “Non-comparable systemwide hotels” or “Non-comparable owned and leased hotels” represent all hotels that do not meet the respective definition of “comparable” as defined above.
Principal Factors Affecting Our Results of Operations
Revenues
Principal Components
We primarily derive our revenues from the following sources:
Revenues from hotel operations.    Represents revenues derived from hotel operations, including room rentals and food and beverage sales, and other ancillary revenues at our owned and leased properties. Revenues from the majority of our hotel operations depend heavily on demand from group and transient travelers, as discussed below. Revenues from our owned and leased hotels segment are primarily derived from hotel operations.
Revenues from room rentals and ancillary revenues are primarily derived from three categories of customers: transient, group and contract. Transient guests are individual travelers who are traveling for business or leisure. Our group guests are traveling for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by associations, corporate, social, military, educational, religious or other organizations. Group business usually includes a block of room accommodations as well as other ancillary services, such as catering and banquet services. Our contract guests are traveling under a contract negotiated for a block of rooms for more than 30 days in duration at agreed-upon rates. Airline crews are typical generators of contract demand for our hotels.
Management and franchise fees.    Represents revenues derived from fees earned from hotels and residential properties managed worldwide (usually under long-term management agreements), franchise fees received in connection with the franchising of our brands (usually under long-term franchise agreements), termination fees, the amortization of deferred gains related to sold properties for which we have significant continuing involvement and license fees received in connection with vacation ownership properties.
Our management agreements typically provide for a two-tiered fee structure that compensates us both for the volume of business we generate for the property as well as for the profitability of hotel operations. In these two-tier fee structures, our base compensation is a base fee that is usually an agreed upon percentage of gross revenues from hotel operations. In addition, we are paid an incentive fee that is typically calculated as a percentage of a hotel profitability measure, as defined in the applicable agreement. Outside of the United States, our fees are often more dependent on hotel profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.
Franchise fees generally consist of an initial application fee and continuing royalty fees calculated as a percentage of gross room revenues. Royalty fees for our full service brands also include a percentage of gross food and beverage revenues and gross spa revenues, where applicable.
Other revenues from managed properties.    Represents revenues related primarily to payroll costs at managed properties where we are the employer and are fully reimbursed by the third-party property owner based on the costs incurred, with no added margin. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. We record these revenues in “Other revenues from managed properties” and the corresponding costs in “Other costs from managed properties” in our consolidated statements of income.

60


Intersegment eliminations.    We evaluate our reportable segments with intersegment revenues and expenses included in their results. These intersegment revenues and expenses represent management fees earned by our management and franchising segments for managing our owned and leased hotels. As presented throughout this annual report, the individual segment results for the management and franchising businesses include the intersegment fee revenues and our owned and leased hotels include the intersegment fee expenses. Both the intersegment fee revenues and expenses are eliminated in consolidation.
Factors Affecting Our Revenues
The following factors affect the revenues we derive from our operations. For other factors affecting our revenues, see Part I, Item 1A, “Risk Factors—Risks Related to Our Business.”
Consumer demand and global economic conditions.    Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse political conditions can lower the revenues and profitability of our owned hotel operations and the amount of management and franchising fee revenues we are able to generate from our managed and franchised properties. Also, declines in hotel profitability during an economic downturn directly impact the incentive portion of our management fees, since it is based on hotel profit measures. As a result, changes in consumer demand and general business cycles can subject and have subjected our revenues to significant volatility. See Part I, Item 1A, “Risk Factors—Risks Related to the Hospitality Industry.”
Each of our four reportable segments experienced increased RevPAR in 2014 compared to 2013 and this contributed to improved performance in our consolidated revenues and Adjusted EBITDA. In the Americas management and franchising segment, transient ADR growth at our full service hotels helped drive revenue growth in 2014 compared to 2013. We also experienced some growth in group occupancy and ADR during 2014 compared to 2013. In addition, discretionary spending at our properties improved in 2014 compared to 2013, especially with respect to food and beverage spend at our restaurants, bars, and banquet facilities. Both short term and long term bookings showed strength during the year and we see further improvements in group business going forward. Our owned and leased hotels segment, which is made up primarily of hotels located in the Americas, has benefited and should continue to benefit from these trends.
The ASPAC management and franchising segment RevPAR increased during 2014 compared to the prior year, driven by higher occupancy. The ASPAC management and franchising segment results were driven by increased occupancy in parts of China and improved ADR and occupancy in Japan, excluding unfavorable net currency impacts. Variabilities continue to exist in our ASPAC region that may negatively impact 2015 results, such as the rate of economic growth in China and market saturation in South Korea.
In the EAME/SW Asia management segment, RevPAR improved in 2014 compared to 2013, driven by higher transient occupancy. The increases in occupancy were partially offset by declines in ADR. Excluding the unfavorable net currency impact, most areas in the region increased RevPAR, primarily driven by the Middle East and Western Europe. These increases were partially offset by decreases in Eastern Europe due to the continued impact of political instability. Although concerns remain in Europe for 2015, we believe the current environment also presents us with unique opportunities to expand our presence in Europe.

Competition.    The global lodging industry is highly competitive. While lodging demand has grown over the last several years, the industry has begun increasing supply. This has been particularly true in certain key markets, like New York City. This can put significant pressure on ADR levels at our properties as well as those of our competitors. Despite this increased supply, our RevPAR levels have increased each year since 2009. We believe that our brand strength and ability to manage our operations in an efficient manner will help us to continue competing successfully within the global hospitality industry.
Agreements with third-party owners and franchisees and relationships with developers.    We depend on our long-term management and franchise agreements with third-party owners and franchisees for a significant portion of our management and franchising fee revenues. The success and sustainability of our management and franchising business depends on our ability to perform under our management and franchising agreements and maintain good relationships with third-party owners and franchisees. Our relationships with these third parties also generate new relationships with developers and opportunities for property development that can support our growth. We believe that we have good relationships with our third-party owners, franchisees and developers in all of our segments and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of owners, franchisees and developers and are not heavily concentrated with any particular third party.
Access to capital.    The hospitality industry is a capital intensive business that requires significant amounts of capital expenditures to develop, maintain and renovate properties. Third-party owners are required to fund these capital expenditures

61


for the properties they own in accordance with the terms of the applicable management or franchise agreement. Access to the capital that we or our third-party owners, franchisees or development partners need to finance the construction of new properties or to maintain and renovate existing properties is critical to the continued growth of our business and our revenues. The availability of capital or the conditions under which we or our third-party owners, franchisees or development partners can obtain capital can have a significant impact on the overall level and pace of future development and therefore the ability to grow our revenues.
Expenses
Principal Components
We primarily incur the following expenses:
Owned and leased hotels expenses.    Owned and leased hotels expenses reflect the expenses of our consolidated owned and leased hotels. Expenses to operate our hotels include room expense, food and beverage costs, other support costs and property expenses. Room expense includes compensation costs for housekeeping, laundry and front desk staff and supply costs for guest room amenities and laundry. Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support expenses consist of costs associated with property-level management (including deferred compensation plans for certain employees that are funded through contributions to rabbi trusts), utilities, sales and marketing, operating hotel spas, telephones, parking and other guest recreation, entertainment and services. Property expenses include property taxes, repairs and maintenance, rent and insurance.
Depreciation and amortization expense.    These are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings, furniture, fixtures and equipment at our consolidated owned and leased hotels. Amortization expense primarily consists of amortization of contract acquisition costs and acquired franchise and management intangibles, which are amortized over their estimated useful lives.
Selling, general and administrative expenses.    Selling, general and administrative expenses consist primarily of compensation expense, including deferred compensation plans for certain employees that are funded through contributions to rabbi trusts, for our corporate staff and personnel supporting our business segments (including regional offices that support our management and franchising segments), professional fees (including consulting, audit and legal fees), travel and entertainment expenses, sales and marketing expenses, bad debt expenses and office administrative and related expenses.
Other costs from managed properties.    Represents costs related primarily to payroll expenses at managed properties where we are the employer. These costs are reimbursed to us with no added margin. As a result, these costs have no effect on our profit, although they do increase our total expenses and the corresponding reimbursements increase our total revenues. We record these costs in “Other costs from managed properties” and the corresponding revenues in “Other revenues from managed properties” in our consolidated statements of income.
Factors Affecting Our Costs and Expenses
The following are several principal factors that affect the costs and expenses we incur in the course of our operations. For other factors affecting our costs and expenses, see Part I, Item 1A, “Risk Factors—Risks Related to Our Business.”
Fixed nature of expenses.    Many of the expenses associated with managing, franchising, licensing, owning and developing hotels and residential and vacation ownership properties are relatively fixed. These expenses include personnel costs, rent, property taxes, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have a particularly adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. Economic downturns generally affect the results of our owned and leased hotels segment more significantly than the results of our management and franchising segments due to the high fixed costs associated with operating an owned or leased property. The effectiveness of any cost-cutting efforts is limited by the fixed-cost nature of our business. As a result, we may not always be able to offset reductions in revenue through cost cutting. Employees at some of our owned hotels are parties to collective bargaining agreements that may also limit our ability to make timely staffing or labor changes in response to declining revenues. In addition, efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our properties and brands. We intend to manage our cost structure at levels appropriate for the degree of demand and revenue generated at our hotels.
Changes in depreciation expenses.    Changes in depreciation expenses may be driven by renovations of existing properties, acquisition or development of new properties or the disposition of existing properties through sale or closure. We intend to consider strategic and complementary acquisitions of and investments in businesses, properties or other assets. If we

62


consummate such acquisitions in businesses, properties or other assets, we would likely add depreciable assets, which would result in an increase in depreciation expense.
Other Items
Asset impairments
We hold significant amounts of goodwill, intangible assets, long-lived assets and investments. We evaluate these assets on a quarterly basis for impairment as further discussed in “—Critical Accounting Policies and Estimates.” These evaluations have, in the past, resulted in impairment charges for certain of these assets based on the specific facts and circumstances surrounding those assets. We may be required to take additional impairment charges to reflect further declines in our asset and/or investment values.
Acquisitions, investments, divestitures and significant renovations
We periodically acquire, divest, make investments in or undertake large scale renovations of hotel properties. The results of operations derived from these properties do not, therefore, meet the definition of “comparable hotels” as defined in “—Key Business Metrics Evaluated by Management.” The results of operations from these properties, however, may have a material effect on our results from period to period and are, therefore, discussed separately in our discussion on results of operations when material.
In 2014, we entered into the following key transactions:
sold 38 select service properties for approximately $581 million, net of closing costs. We entered into long-term franchise agreements with the purchaser of the hotels;
sold the Hyatt Residential Group for approximately $222 million, which includes an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel. We entered into a master license agreement with ILG and are receiving ongoing license fees under this agreement. The Hyatt Residence Club and the vacation ownership resorts will retain the Hyatt Residence Club brand;
sold nine select service properties and one full service property for a combined $311 million, net of closing costs. The properties will remain Hyatt-branded hotels under long-term agreements;
acquired the recently constructed Park Hyatt New York for a purchase price of approximately $392 million, including $1 million of cash;
acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from a joint venture in which we hold an 8.2% interest, for approximately $164 million. As part of the acquisition, we recorded debt of approximately $69 million, inclusive of a $3 million debt premium;
sold the Hyatt Regency Vancouver for approximately $116 million, net of closing costs. We entered into a long-term management agreement with the purchaser of the hotel;
sold the Park Hyatt Washington for approximately $97 million, net of closing costs. We entered into a long-term management agreement with the purchaser of the hotel;
sold the Park Hyatt Toronto for approximately $88 million, net of closing costs. We entered into a long-term management agreement with the purchaser of the hotel;
sold five select service properties for a total of $51 million, net of closing costs. We entered into long-term franchise agreements with the purchasers of the hotels;
four joint ventures in which we hold an ownership interest and which are classified as equity method investments within our owned and leased hotels segment each sold a hotel to a third party. The hotels will all remain Hyatt-branded hotels under long-term management or franchise agreements;
acquired the Hyatt Regency Grand Cypress for $191 million after exercising our purchase option under a capital lease. This purchase reduced our capital lease obligation, which was recorded in current maturities of long-term debt on our consolidated balance sheets as of December 31, 2013.
In 2013, we entered into the following key transactions:
acquired The Peabody in Orlando, Florida for a purchase price of approximately $716 million. The hotel was subsequently rebranded the Hyatt Regency Orlando and is our first large convention hotel presence in the Orlando market;

63


acquired the remaining 70% interest in the entity that owned the Grand Hyatt San Antonio hotel for a purchase price of $16 million. We previously held a 30% interest in the hotel and accounted for the hotel as an unconsolidated hospitality venture under the equity method. As part of the purchase, we repaid $44 million of mezzanine debt and consolidated $198 million of outstanding bonds that were held at the hospitality venture;
acquired The Driskill hotel in Austin, Texas for a purchase price of approximately $85 million;
invested $325 million in Playa, a company that has been formed to own, operate and develop all inclusive resorts, which represented $271 million and $54 million of preferred and common shares, respectively;
sold seven full service properties for $497 million, net of closing costs, including two Andaz properties, three Hyatt properties, and two Hyatt Regency properties. We entered into either long-term management agreements or long-term franchise agreements with the owners of each of these properties; and
sold four select service properties for a combined $68 million, net of closing costs. We entered into long-term management agreements with the purchasers of each of these hotels.
In 2012, we entered into the following key transactions:
acquired all of the outstanding shares of capital stock of a company that owned a full service hotel in Mexico City, Mexico in order to expand our presence in the region. The total purchase price was approximately $202 million. As part of the purchase, we acquired cash and cash equivalents of $12 million, resulting in a net purchase price of $190 million. We began managing this property during the year ended December 31, 2012 and have rebranded it as Hyatt Regency Mexico City;
acquired the Hyatt Regency Birmingham in the United Kingdom, previously managed by us, for a net purchase price of approximately $43 million;
sold seven Hyatt Place properties and one Hyatt House property for an aggregate amount of approximately $87 million, net of closing costs. In conjunction with the sale, we entered into a long-term management agreement for each property with the third-party purchaser of the hotels; and
sold our interest in two joint ventures classified as equity method investments, which were included in our owned and leased hotels segment, to a third party for an aggregate amount of $52 million. Each venture owned a hotel that we managed. At the time of the sale we signed agreements with the third-party purchaser to extend our existing management agreements for the hotels by ten years.
Effect of foreign currency exchange rate fluctuations
A significant portion of our operations are conducted in functional currencies other than our reporting currency which is the U.S. dollar. As a result, we are required to translate those results from the functional currency into U.S. dollars at market based average exchange rates during the period reported. When comparing our results of operations between periods, there may be material portions of the changes in our revenues or expense that are derived from fluctuations in exchange rates experienced between those periods.

64


Results of Operations
Year Ended December 31, 2014 Compared with Year Ended December 31, 2013
Consolidated Results 
(In millions, except percentages)
Year Ended December 31,
2014
 
2013
 
Better / (Worse)
REVENUES:
 
 
 
 
 
 
 
Total revenues
$
4,415

 
$
4,184

 
$
231

 
6
 %
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
 
 
 
 
 
 
 
Owned and leased hotels
1,691

 
1,629

 
(62
)
 
(4
)%
Depreciation and amortization
354

 
345

 
(9
)
 
(3
)%
Other direct costs
35

 
32

 
(3
)
 
(9
)%
Selling, general, and administrative
349

 
323

 
(26
)
 
(8
)%
Other costs from managed properties
1,707

 
1,622

 
(85
)
 
(5
)%
Direct and selling, general, and administrative expenses
4,136

 
3,951

 
(185
)
 
(5
)%
Net gains and interest income from marketable securities held to fund operating programs
15

 
34

 
(19
)
 
(56
)%
Equity earnings (losses) from unconsolidated hospitality ventures
25

 
(1
)
 
26

 
2,600
 %
Interest expense
(71
)
 
(65
)
 
(6
)
 
(9
)%
Gains on sales of real estate and other
311

 
125

 
186

 
149
 %
Asset impairments
(17
)
 
(22
)
 
5

 
23
 %
Other income (loss), net
(17
)
 
17

 
(34
)
 
(200
)%
INCOME BEFORE INCOME TAXES
525

 
321

 
204

 
64
 %
PROVISION FOR INCOME TAXES
(179
)
 
(116
)
 
(63
)
 
(54
)%
NET INCOME
346

 
205

 
141

 
69
 %
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(2
)
 
2

 
(4
)
 
(200
)%
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
$
344

 
$
207

 
$
137

 
66
 %
Revenues.    Consolidated revenues in the year ended December 31, 2014 increased $231 million, or 6%, compared to the year ended December 31, 2013, including $3 million net unfavorable currency effects and an $85 million increase in other revenues from managed properties.
Other revenues from managed properties includes a decrease in gains of $17 million resulting from changes in the value of the underlying assets for our benefit programs funded through rabbi trusts for the year ended December 31, 2014 compared to the year ended December 31, 2013. These gains are offset in other costs from managed properties, thus having no net impact to our earnings. Excluding this amount, other revenues from managed properties increased $102 million, or 6%, in the year ended December 31, 2014 compared to the year ended December 31, 2013. This increase in other revenues from managed properties was due to a higher volume of reimbursements paid to us by our managed properties for payroll and marketing costs, which was driven in part by new hotel openings and owned hotels that have been sold subject to long-term management agreements.
Owned and leased hotels revenues increased $104 million for the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $1 million net favorable currency impact. Comparable owned and leased hotels revenues increased $54 million over the same period, which included net favorable currency effects of $6 million. The increase was primarily driven by full service hotels which benefited from increased ADR, primarily from transient travelers in the United States. Our comparable full service owned hotels also benefited from increases in group business and food and beverage revenues in the United States. Non-comparable owned and leased hotels revenues increased $50 million for the year ended December 31, 2014 compared to the year ended December 31, 2013, which includes $5 million net unfavorable currency effects. The increases in non-comparable owned and leased hotels revenues were driven by acquisitions and openings during 2014 and 2013. See “— Segment Results" for a discussion of the non-comparable owned and leased hotels 2013 and 2014 activity.

65


We also experienced a $45 million increase in management and franchise fee revenues for the year ended December 31, 2014 compared to the same period in 2013, which includes net unfavorable currency impacts of $4 million. Included in consolidated management and franchise fees for the year ended December 31, 2014 were base management fees of $180 million, a 10% increase from 2013, incentive management fees of $111 million, an 11% increase from 2013, franchise fees of $65 million, a 35% increase from 2013 and other fee revenue of $31 million, which was flat to 2013. The increases in management fees were primarily driven by full service properties in North America. The increases in franchise fees were driven by new and converted hotels and increased fees at existing hotels in the Americas. Other fee revenues were flat as a $6 million increase in the amortization of deferred gains from hotels sold subject to management agreements was offset by a $6 million decrease in termination fees recorded in 2014 compared to 2013.
Other revenues, which includes the revenues of our vacation ownership business and the results of our co-branded credit card, decreased $3 million during the year ended December 31, 2014 compared to the year ended December 31, 2013. The decrease was due to our sale of our vacation ownership business to ILG during the fourth quarter of 2014. The table below provides a breakdown of revenues by segment for the years ended December 31, 2014 and 2013.
For further discussion of segment revenues for the periods presented, please refer to “—Segment Results.” 
(in millions, except percentages)
Year Ended December 31,
2014
 
2013
 
Better / (Worse)    
Owned and leased hotels
$
2,246

 
$
2,142

 
$
104

 
4.9
%
Americas management and franchising
1,877

 
1,774

 
103

 
5.8
%
ASPAC management and franchising
162

 
157

 
5

 
3.2
%
EAME/SW Asia management
130

 
117

 
13

 
11.1
%
Corporate and other
105

 
99

 
6

 
6.1
%
Eliminations
(105
)
 
(105
)
 

 
%
Consolidated revenues
$
4,415

 
$
4,184

 
$
231

 
5.5
%
Owned and leased hotels expense.    Expenses for owned and leased hotels increased by $62 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. Comparable owned and leased hotels expense increased $31 million for the year ended December 31, 2014 compared to the year ended December 31, 2013, driven by increased payroll expenses, commissions and marketing expenses and rent expenses. Non-comparable owned and leased hotels expense increased $39 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. The increase in non-comparable owned and leased hotels expense was driven by acquisitions, dispositions, openings and a consolidation during 2014 and 2013. See “— Segment Results" for a discussion of the non-comparable owned and leased hotels 2014 and 2013 activity. Additionally, expenses recognized with respect to our employee benefit programs funded through rabbi trusts decreased $8 million, driven by the performance of the underlying invested assets during the year ended December 31, 2014 compared to the year ended December 31, 2013. Changes in these expenses are fully offset in net gains and interest income from marketable securities held to fund operating programs, thus having no net impact to our earnings.
Depreciation and amortization expense.    Depreciation and amortization expense increased by $9 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. Amortization expense increased $5 million during the year ended December 31, 2014 compared to the same period in the prior year, largely driven by intangibles recorded in connection with the Hyatt Regency Orlando acquisition in 2013. Depreciation expense increased by $4 million during the year ended December 31, 2014 compared to the same period in the prior year, driven by non-comparable hotels.
Other direct costs.    Other direct costs, which represent costs associated with our co-branded credit card and vacation ownership operations prior to the sale in the fourth quarter of 2014, increased by $3 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. Direct costs of our co-branded credit card increased $6 million, primarily due to program growth in the year ended December 31, 2014 compared to the year ended December 31, 2013. This increase was partially offset by a $3 million decrease in the year ended December 31, 2014 compared to the year ended December 31, 2013, driven by the sale of our vacation ownership business to ILG during the fourth quarter of 2014.
Selling, general and administrative expenses.    Selling, general and administrative costs increased by $26 million or 8% in the year ended December 31, 2014 compared to the year ended December 31, 2013. Included in selling, general and administrative expenses is the financial performance of the investment securities held in rabbi trusts to fund certain benefit programs. The financial performance of these investments resulted in a decrease in costs of $15 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. These expenses are offset in net gains and interest income from marketable securities held to fund operating programs, thus having no net impact to our earnings.

66


Excluding the rabbi trust, selling, general and administrative costs increased $41 million, or 14%, in the year ended December 31, 2014 compared to the year ended December 31, 2013. The increase was largely due to a $29 million increase in payroll and related costs, a $5 million increase in settlement fees, $3 million in owner accommodation costs and a $2 million increase in professional fees. The $29 million increase in payroll and related costs was primarily driven by a nonrecurring $22 million stock based compensation expense, a portion of which relates to prior periods recorded during the year ended December 31, 2014 related to certain individuals. See Note 17 for additional information.
Net gains and interest income from marketable securities held to fund operating programs.  Net gains and interest income from marketable securities held to fund operating programs includes securities held to fund our benefit programs funded through rabbi trusts and securities held to fund our Hyatt Gold Passport program. These securities in total generated a net gain of $15 million for the year ended December 31, 2014 and a net gain of $34 million for the year ended December 31, 2013. Marketable securities held to fund our benefit programs funded through rabbi trusts resulted in a net gain of $12 million in the year ended December 31, 2014 compared to the net gain of $35 million in the year ended December 31, 2013. This change was driven by the market performance of the underlying securities. The gains or losses on securities held in the rabbi trusts offset our owned and leased hotels expense for our hotel staff and selling, general and administrative expenses for our corporate staff and personnel supporting our business segments, having no net impact on our earnings. Of the $23 million change in the underlying securities, $15 million was offset in selling, general and administrative expenses and $8 million was offset in owned and leased hotel expenses. Marketable securities held to fund our Hyatt Gold Passport program and related to our owned and leased hotels, generated a net gain of $3 million in the year ended December 31, 2014 compared to a net loss of $1 million for the year ended December 31, 2013. The gains and losses on securities held to fund our Hyatt Gold Passport program and related to our owned and leased hotels are offset by corresponding changes to our owned and leased hotels revenues, thus having no net impact on our earnings.
Equity earnings (losses) from unconsolidated hospitality ventures.  Equity earnings from unconsolidated hospitality ventures were $25 million for the year ended December 31, 2014 and equity losses from unconsolidated hospitality ventures were $1 million for the year ended December 31, 2013. The $26 million increase during the year ended December 31, 2014 compared to the year ended December 31, 2013 was driven by $37 million from gains on sales of hotels by joint ventures in which we hold an interest and a net $8 million increase in earnings generated by new and existing joint ventures. These increases were partially offset by a $6 million increase in depreciation and interest at a newly opened hotel, a $6 million decrease in gains on sales of residential properties, and a $5 million decrease in distributions which were recorded as income in a prior period.
Interest expense.    Interest expense increased by $6 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. The increases in interest expense were primarily due to interest expense on the bonds acquired in conjunction with our purchase of the remaining interest in the Grand Hyatt San Antonio during the fourth quarter of 2013, interest expense related to our floating average rate construction loan for a property we are developing in Brazil and fees related to our revolving credit facility which was amended on January 6, 2014. These increases were partially offset by a reduction in interest expense at the Hyatt Regency Grand Cypress, which was previously a capital lease for which we exercised our purchase option during the year ended December 31, 2014.
Gains on sales of real estate and other. Gains on sales of real estate and other were $311 million during the year ended December 31, 2014, compared to gains on sales of real estate of $125 million during the year ended December 31, 2013. During the year ended December 31, 2014, we sold a portfolio of 38 select service properties, a portfolio of nine select service properties and one full service property, and five select service properties to unrelated third parties for a combined sale price of $943 million, net of closing costs, resulting in a pre-tax gain of $231 million. During 2013, we sold three full service hotels to unrelated third parties for a combined sale price of $219 million, net of closing costs, resulting in a pre-tax gain of $125 million. We entered into long-term agreements for each of these properties and determined we do not have substantial continuing involvement and therefore recognized the full gains on sales of real estate in our consolidated statements of income in the period of sale.
During the year ended December 31, 2014, we sold our vacation ownership business to ILG for approximately $220 million, net of working capital adjustments, resulting in a gain of $80 million. The sale includes an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel. The gain was recorded in gains on sales of real estate and other in our consolidated statements of income in the period of sale.
Asset impairments. We recorded $17 million in asset impairments for the year ended December 31, 2014 compared to $22 million in asset impairments in the year ended December 31, 2013. The $17 million impairment charge in 2014 included a $13 million impairment charge related to property and equipment and a $2 million impairment charge related to goodwill recorded within our owned and leased hotels segment and a $2 million impairment charged related to intangibles within our Americas management and franchising segment. The $22 million impairment charge in 2013 included an $11 million write-off

67


of contract acquisition costs in conjunction with an acquisition within our Americas management and franchising segment and an $11 million impairment of property and equipment within our owned and leased hotels segment.
Other income (loss), net.    Other income (loss), net, decreased by $34 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, primarily due to a decrease in cost method investment income, a decrease in gain on sale of artwork, and an increase in performance guarantee expense, partially offset by a decrease in debt settlement costs and a decrease in charitable contributions to the Hyatt Hotels Foundation (formerly Hyatt Thrive Foundation). The table below provides a breakdown of other income (loss), net for the years ended December 31, 2014 and December 31, 2013, respectively: 
(in millions)
Year Ended December 31,
2014
 
2013
 
Better / (Worse)    
Performance guarantee expense (1)
$
(23
)
 
$
(5
)
 
$
(18
)
Realignment costs (2)
(7
)
 

 
(7
)
Transaction costs (3)
(6
)
 
(10
)
 
4

Foreign currency losses
(3
)
 
(5
)
 
2

Interest income
11

 
17

 
(6
)
Guarantee liability amortization
7

 
5

 
2

Cost method investment income (4)
1

 
50

 
(49
)
Gains on other marketable securities

 
2

 
(2
)
       Gain on sale of artwork

 
29

 
(29
)
Charitable contribution to Hyatt Hotels Foundation (5)

 
(20
)
 
20

Debt settlement costs (6)

 
(35
)
 
35

Provisions on hotel loans (7)

 
(6
)
 
6

Other (8)
3

 
(5
)
 
8

Other income (loss), net
$
(17
)
 
$
17

 
$
(34
)
 
(1) For the year ended December 31, 2014, we recorded $23 million in performance guarantee expense, of which $19 million relates to the performance guarantee for the four managed hotels in France that we began managing in the second quarter of 2013 and that are subject to a performance guarantee ("the four managed hotels in France").
(2) Amounts represent separation, recruiting and relocation costs incurred associated with the realignment of key management positions in 2014.
(3) Transaction costs incurred during the year ended December 31, 2014 primarily represent transaction costs incurred related to the sale of the Hyatt Residential Group and the acquisitions of the Hyatt Regency Lost Pines Resort and Spa and adjacent land, and the Park Hyatt New York. Transaction costs incurred during the year ended December 31, 2013 primarily represent transaction costs incurred in connection with our investment in Playa, and the acquisitions of the Hyatt Regency Orlando and Grand Hyatt San Antonio. See Note 3 and Note 8 to our consolidated financial statements included in this annual report for further detail.
(4) During 2013 we received a complete pay-off of our preferred interest and residual common investment in the partnership that owns the Hyatt Regency New Orleans. We continue to manage the property under the existing management agreement. See Note 3 to our consolidated financial statements included in this annual report for further detail.
(5) During the year ended December 31, 2013, we funded $20 million to Hyatt Hotels Foundation with the intent that the foundation will fund charitable activities over time.
(6) Debt settlement costs in 2013 primarily represent $40 million in premiums partially offset by a $7 million gain related to the unamortized benefit from the settlement of the interest rate swaps on the 2015 Notes and other non-cash charges. See Note 10 to our consolidated financial statements included in this annual report for further detail.
(7) During 2013 we recorded a $6 million provision related to pre-opening loans. See Note 7 to our consolidated financial statements included in this annual report for further detail.
(8) Includes a loss from a sublease agreement recorded in 2013 and gains (losses) on asset retirements for each period presented. See Note 11 to our consolidated financial statements included in this annual report for further detail on the sublease agreements.

68


Provision for income taxes.    Income taxes for the years ended December 31, 2014 and 2013 was a provision of $179 million and $116 million respectively, which resulted in effective income tax rates of 34.1% and 36.2%, respectively.
The effective tax rate for 2014 of 34.1% differs from the U.S. statutory federal income tax rate of 35% primarily due to state tax rates applied to U.S. earnings. This is offset by a net $14 million benefit related to tax contingencies and an $8 million benefit for an adjustment to certain deferred tax assets.
The effective tax rate for 2013 of 36.2% differed from the U.S. statutory federal income tax rate of 35% primarily due to state tax rates applied to U.S. earnings. This is offset by a $4 million benefit for an adjustment to the opening balance of certain deferred tax assets, a benefit of $3 million (including $1 million in interest) related to the settlement of tax audits and a $4 million benefit relating to changes of statutory rates in some of our foreign jurisdictions. Additional benefits arise from foreign earnings taxed at lower than the U.S. statutory rate.

Segment Results
We evaluate segment operating performance using segment revenue and segment Adjusted EBITDA, as described in Note 19 to our consolidated financial statements included in this annual report. See “—Key Business Metrics Evaluated by Management” for a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness. The segment results presented below are presented before intersegment eliminations.
Owned and Leased Hotels.   Revenues increased by $104 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $1 million net favorable currency impact. Comparable hotels revenues increased $54 million in 2014 compared to 2013, which included $6 million net favorable currency impact. The increase in comparable hotels revenues was largely driven by full service hotels, which benefited from increased ADR, primarily from transient travelers in the United States, compared to the same period in 2013. Our comparable full service owned hotels also benefited from increases in group business and food and beverage revenues in the United States. These increases were partially offset by decreased revenue at an owned hotel in South Korea, which experienced decreased ADR.
Non-comparable owned and leased hotels revenues increased $50 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $5 million net unfavorable currency impact.
The increases in non-comparable owned and leased hotels revenues were driven by the following activity, in order of significance:
acquired three full service hotels in 2013
opened a full service hotel; opened a select service hotel; and acquired a full service hotel from an unconsolidated hospitality venture in 2014
These increases in revenues were partially offset by the following activity, in order of significance:
sold seven full service hotels and four select service hotels in 2013
sold four full service hotels and 52 select service hotels in 2014
consolidated two full service hotels into one hotel in 2014
During the year ended December 31, 2014, we removed four full service properties and 51 select service properties that were sold in the period from the comparable owned and leased hotels results. Also during the year ended December 31, 2014, we removed two full service hotels from the comparable owned and leased hotels results. These two hotels are adjacent to one another and their operations were consolidated into one hotel. The newly consolidated hotel does not have comparable results for the periods presented.

69


 
Year Ended December 31,
 
RevPAR
 
Occupancy
 
ADR
(Comparable Owned and Leased Hotels)
2014
 
2013
 
Better /
(Worse)
 
2014
 
2013
 
Change in
Occ % pts
 
2014
 
2013
 
Better / 
(Worse)
Full Service
$
169

 
$
161

 
5.4
%
 
76.3
%
 
74.9
%
 
1.4
 %
 
$
222

 
$
215

 
3.4
%
Select Service
82

 
77

 
5.7
%
 
71.9
%
 
72.1
%
 
(0.2
)%
 
113

 
107

 
6.0
%
Total Owned and Leased Hotels
$
168

 
$
159

 
5.4
%
 
76.2
%
 
74.8
%
 
1.4
 %
 
$
220

 
$
213

 
3.4
%
 
Year Ended December 31,
(in millions except percentages)
2014
 
2013
 
Better / (Worse)
Segment Revenues
$
2,246

 
$
2,142

 
$
104

 
4.9
%
Segment Adjusted EBITDA
$
522

 
$
471

 
$
51

 
10.8
%
Adjusted EBITDA increased by $51 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. Adjusted EBITDA at our comparable owned and leased properties increased $24 million in the period ended December 31, 2014 compared to the same period in 2013, which included $1 million net favorable currency impact. The increase in Adjusted EBITDA at our comparable owned and leased properties was largely due to increased ADR at our full service hotels in the United States. These increases in revenues were partially offset by higher payroll expenses, commissions and marketing expenses and rent expenses. Adjusted EBITDA at our non-comparable hotels increased $15 million in the year ended December 31, 2014 compared to the same period in the prior year, primarily due to acquisitions, dispositions, openings and consolidations during 2013 and 2014. See “— Segment Results" for a discussion of the non-comparable owned and leased hotels 2013 and 2014 activity.
Adjusted EBITDA at our joint venture hotels increased $12 million in the year ended December 31, 2014, which included $1 million net unfavorable currency impacts. The increases during the year ended December 31, 2014 were primarily driven by a new hotel opening in 2013, our investment in Playa in 2013 and improved performance at three hotels. These increases were partially offset by decreases as a result of our acquisition of our joint venture partner's interest in an entity that owned a full service hotel in the fourth quarter of 2013 and three sales of hotels by joint ventures in which we hold or previously held an equity interest during 2014 and 2013.
Americas management and franchising.    Americas management and franchising total revenues increased by $103 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $1 million net unfavorable currency impact. Other revenues from managed properties increased $68 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, primarily driven by increases in hotel payroll and marketing costs, largely at new and converted hotels. These increases were partially offset by a decrease from the changes in the value of the underlying assets for our benefit programs funded through rabbi trusts for the year ended December 31, 2014 compared to the year ended December 31, 2013.
Management, franchise and other fees increased $35 million in the year ended December 31, 2014 compared to the year ended December 31, 2013. The increases were driven by a $17 million increase in franchise fees, primarily due to new and converted hotels and increased fees at existing hotels. Base and incentive fees increased $13 million and $6 million, respectively, both driven by full service properties in North America. Other fee revenues decreased $1 million, driven by a $7 million decrease in termination fees, partially offset by a $6 million increase in the amortization of deferred gains from hotels sold subject to management agreements.
Our full service hotels comparable RevPAR improved 6.6% in the year ended December 31, 2014 compared to the year ended December 31, 2013, primarily driven by improved transient and group ADR. We also experienced slight growth in occupancy from group business. RevPAR at our select service hotels in the year ended December 31, 2014 increased by 8.1% compared to the year ended December 31, 2013, driven primarily by transient rate growth.
During the year ended December 31, 2014, four properties were removed from the comparable Americas full service systemwide hotels, three properties that left the chain and one property that was damaged by an earthquake. During the year ended December 31, 2014, one property was removed from the comparable Americas select service systemwide hotels due to an expansion at that property.

70


(Comparable Systemwide Hotels)
Year Ended December 31,
RevPAR
 
Occupancy
 
ADR
2014
 
2013
 
Better /
(Worse)
 
2014
 
2013
 
Change in
Occ % pts
 
2014
 
2013
 
Better /
(Worse)
Americas Full Service
$
141

 
$
132

 
6.6
%
 
75.0
%
 
73.9
%
 
1.1
%
 
$
188

 
$
179

 
5.0
%
Americas Select Service
90

 
84

 
8.1
%
 
76.8
%
 
76.1
%
 
0.7
%
 
118

 
110

 
7.2
%
Americas management and franchising
Year Ended December 31,
(in millions except percentages)
2014
 
2013
 
Better / (Worse)
Segment Revenues
 
 
 
 
 
 
 
Management, Franchise and Other Fees
$
327

 
$
292

 
$
35

 
12.0
%
Other Revenues from Managed Properties
1,550

 
1,482

 
68

 
4.6
%
Total Segment Revenues
$
1,877

 
$
1,774

 
$
103

 
5.8
%
Segment Adjusted EBITDA
$
253

 
$
233

 
$
20

 
8.6
%
Adjusted EBITDA increased by $20 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $1 million net unfavorable currency impact. The increase was primarily due to the aforementioned $35 million increase in management, franchise and other fees, partially offset by a $15 million increase in selling, general and administrative expenses. The increases in selling, general and administrative expenses were primarily driven by a $6 million increase in payroll and related costs, a $5 million increase in settlement fees and a $4 million increase in marketing costs. The increase in payroll and related costs was primarily driven by the aforementioned nonrecurring stock based compensation expense during the year ended December 31, 2014. See Note 17 for additional information.
ASPAC management and franchising.    ASPAC management and franchising total revenues increased by $5 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $2 million net unfavorable currency impact. Base and incentive management fees increased $3 million and $2 million, respectively, primarily due to improved transient demand at certain properties in China.
RevPAR increased 2.0% (or 4.9%, excluding the unfavorable currency impact) for our comparable systemwide ASPAC full service hotels. Excluding the aforementioned unfavorable net currency impacts, the increases in RevPAR for the year ended December 31, 2014 were driven by increased occupancy in parts of China and improved ADR and occupancy in Japan. During the year ended December 31, 2014, we removed one property from the comparable ASPAC full service systemwide hotels due to an expansion at that property.
(Comparable Systemwide Hotels)
Year Ended December 31,
RevPAR
 
Occupancy
 
ADR
2014
 
2013
 
Better /
(Worse)
 
2014
 
2013
 
Change in
Occ % pts
 
2014
 
2013
 
Better /
(Worse)
ASPAC Full Service
$
158

 
$
155

 
2.0
%
 
69.1
%
 
67.0
%
 
2.1
%
 
$
229

 
$
231

 
(1.1
)%
ASPAC management and franchising
Year Ended December 31,
(in millions except percentages)
2014
 
2013
 
Better / (Worse)
Segment Revenues
 
 
 
 
 
 
 
Management, Franchise and Other Fees
$
88

 
$
83

 
$
5

 
6.0
 %
Other Revenues from Managed Properties
74

 
74

 

 
 %
Total Segment Revenues
$
162

 
$
157

 
$
5

 
3.2
 %
Segment Adjusted EBITDA
$
44

 
$
50

 
$
(6
)
 
(12.0
)%
Adjusted EBITDA decreased by $6 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $1 million net unfavorable currency effects. The decrease in Adjusted EBITDA for the year ended December 31, 2014 compared to the year ended December 31, 2013 was driven by an $11 million increase in selling, general and administrative expenses. The increase in selling, general and administrative expenses was primarily driven by a $5 million increase in payroll and related costs, $3 million of owner accommodation costs, and $2 million in unfavorable bad debt expense due to fewer recoveries in 2014 compared to 2013. The decrease was partially offset by the aforementioned $5 million increase in management, franchise and other fees.
EAME/SW Asia management.   EAME/SW Asia management total revenues increased $13 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $1 million net unfavorable currency

71


impact. Other revenues from managed properties increased $8 million for the year ended December 31, 2014 compared to the same period in the prior year. Management and other fees increased $5 million for the year ended December 31, 2014 compared to the same period in the prior year. The increase was driven by a $3 million increase in base fees, primarily due to the four managed hotels in France, and a $2 million increase in incentive fees, primarily driven by properties in the Middle East and Nepal.
The four managed hotels in France are subject to an operating performance guarantee. When we are above a specified operating profit threshold, we recognize incentive fees in our management and franchise revenues. When we are below the operating profit threshold, we record performance guarantee expense. As of December 31, 2014, the four managed hotels in France were below the operating profit threshold and as a result we recorded no incentive fees for the year ended December 31, 2014. We instead incurred expenses of approximately $19 million under the guarantee this year.
Comparable systemwide EAME/SW Asia full service RevPAR increased 2.1% (or 5.0% excluding the unfavorable currency impacts). The increases in RevPAR were driven by increased occupancy, primarily from transient growth. Excluding the net unfavorable currency impact, most areas within the region increased RevPAR, primarily driven by the Middle East and Western Europe. These increases were partially offset by decreases in Eastern Europe due to the continued impact of political instability in the region. During the year ended December 31, 2014, we removed five properties from the comparable EAME/SW Asia full service systemwide hotels, two properties that left the chain, one property that experienced a temporary closure and two hotels that are adjacent to one another and their operations were consolidated into one hotel. The newly consolidated hotel does not have comparable results for the periods presented.
(Comparable Systemwide Hotels)
Year Ended December 31,
RevPAR
 
Occupancy
 
ADR
2014
 
2013
 
Better /
(Worse)
 
2014
 
2013
 
Change in
Occ % pts
 
2014
 
2013
 
Better /
(Worse)
EAME/SW Asia Full Service
$
155

 
$
151

 
2.1
%
 
66.4
%
 
64.2
%
 
2.2
%
 
$
233

 
$
236

 
(1.3
)%
EAME/SW Asia management 
Year Ended December 31,
(in millions except percentages)
2014
 
2013
 
Better / (Worse)
Segment Revenues
 
 
 
 
 
 
 
Management and Other Fees
$
77

 
$
72

 
$
5

 
6.9
%
Other Revenues from Managed Properties
53

 
45

 
8

 
17.8
%
Total Segment Revenues
$
130

 
$
117

 
$
13

 
11.1
%
Segment Adjusted EBITDA
$
40

 
$
40

 
$

 
%
Adjusted EBITDA was flat in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included $2 million net unfavorable currency effects. The aforementioned $5 million increase in management and other fees was offset by a $5 million increase in selling, general and administrative expenses, primarily due to higher payroll and related costs and unfavorable bad debt expense during the year ended December 31, 2014 compared to 2013.
Corporate and other.    Corporate and other includes unallocated corporate expenses, the results of our vacation ownership business prior to the sale in the fourth quarter of 2014, and the results of our co-branded credit card. Revenues increased by $6 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, which was primarily driven by a $9 million increase in other revenues from managed properties and $7 million in growth of our co-branded credit card program, partially offset by a $10 million decrease in vacation ownership revenues due to the sale.
(in millions except percentages)
Year Ended December 31,
2014
 
2013
 
Better / (Worse)
Corporate and other Revenues
$
105

 
$
99

 
$
6

 
6.1
 %
Corporate and other Adjusted EBITDA
$
(131
)
 
$
(114
)
 
$
(17
)
 
(14.9
)%
Adjusted EBITDA decreased $17 million in the year ended December 31, 2014 compared to the year ended December 31, 2013, as the previously mentioned revenue increases were offset by a $10 million increase in selling, general and administrative fees, a $9 million increase in other costs from managed properties and a $6 million increase in costs from our co-branded credit card program. The increases in selling, general and administrative costs were largely driven by a $14 million increase in payroll and related expenses, partially offset by a $2 million decrease from marketing fees. The increase in payroll and related costs was primarily driven by the aforementioned nonrecurring impact to stock based compensation expense during the year ended December 31, 2014. See Note 17 for additional information. The decrease in Adjusted EBITDA was partially offset by a $3 million decrease in operating expenses related to our vacation ownership business due to the sale.

72


Eliminations.    Eliminations of $105 million for each of the years ended December 31, 2014 and 2013, primarily represent fees charged by our management and franchising segments to our owned and leased hotels for managing their operations.
Non-GAAP Measure Reconciliation
The following table sets forth Adjusted EBITDA by segment for the years ended December 31, 2014 and 2013. For a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “—Key Business Metrics Evaluated by Management.” 
(in millions, except percentages)
Year Ended December 31,
2014
 
2013
 
Better / (Worse)
Owned and leased hotels
$
522

 
$
471

 
$
51

 
10.8
 %
Americas management and franchising
253

 
233

 
20

 
8.6
 %
ASPAC management and franchising
44

 
50

 
(6
)
 
(12.0
)%
EAME/SW Asia management
40

 
40

 

 
 %
Corporate and other
(131
)
 
(114
)
 
(17
)
 
(14.9
)%
Consolidated Adjusted EBITDA
$
728

 
$
680

 
$
48

 
7.1
 %
The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation in the years ended December 31, 2014 and 2013: 
(in millions)
Year Ended December 31,
2014
 
2013
Adjusted EBITDA
$
728

 
$
680

Equity earnings (losses) from unconsolidated hospitality ventures
25

 
(1
)
Gains on sales of real estate and other
311

 
125

Asset impairments
(17
)
 
(22
)
Other income (loss), net
(17
)
 
17

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
(80
)
 
(68
)
EBITDA
948

 
733

Depreciation and amortization
(354
)
 
(345
)
Interest expense
(71
)
 
(65
)
Provision for income taxes
(179
)
 
(116
)
Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207


73


Results of Operations
Year Ended December 31, 2013 Compared with Year Ended December 31, 2012
Consolidated Results 
(In millions, except percentages)
Year Ended December 31,
2013
 
2012
 
Better / (Worse)
REVENUES:
 
 
 
 
 
 
 
Total revenues
$
4,184

 
$
3,949

 
$
235

 
6
 %
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
 
 
 
 
 
 
 
Owned and leased hotels
1,629

 
1,549

 
(80
)
 
(5
)%
Depreciation and amortization
345

 
353

 
8

 
2
 %
Other direct costs
32

 
29

 
(3
)
 
(10
)%
Selling, general, and administrative
323

 
316

 
(7
)
 
(2
)%
Other costs from managed properties
1,622

 
1,543

 
(79
)
 
(5
)%
Direct and selling, general, and administrative expenses
3,951

 
3,790

 
(161
)
 
(4
)%
Net gains and interest income from marketable securities held to fund operating programs
34

 
21

 
13

 
62
 %
Equity losses from unconsolidated hospitality ventures
(1
)
 
(22
)
 
21

 
95
 %
Interest expense
(65
)
 
(70
)
 
5

 
7
 %
Gains on sales of real estate
125

 

 
125

 
100
 %
Asset impairments
(22
)
 

 
(22
)
 
(100
)%
Other income, net
17

 
7

 
10

 
143
 %
INCOME BEFORE INCOME TAXES
321

 
95

 
226

 
238
 %
PROVISION FOR INCOME TAXES
(116
)
 
(8
)
 
(108
)
 
(1,350
)%
NET INCOME
205

 
87

 
118

 
136
 %
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
2

 
1

 
1

 
100
 %
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
$
207

 
$
88

 
$
119

 
135
 %
Revenues.    Consolidated revenues in the year ended December 31, 2013 increased $235 million, or 6%, compared to the year ended December 31, 2012, including $2 million in net favorable currency effects and a $79 million increase in other revenues from managed properties.
Other revenues from managed properties includes an increase of $12 million resulting from changes in the value of the underlying assets for our benefit programs funded through rabbi trusts for the year ended December 31, 2013 compared to the year ended December 31, 2012. These gains are offset in other costs from managed properties, thus having no net impact to our earnings. Excluding this amount, other revenues from managed properties increased $67 million, or 4%, in the year ended December 31, 2013 compared to the year ended December 31, 2012. This increase in other revenues from managed properties was due to a higher volume of reimbursements paid to us by our managed properties, which was driven in part by new hotel openings and owned hotels that have been sold subject to long-term management agreements.
Owned and leased hotels revenues increased $121 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. Comparable owned and leased hotels revenue increased $96 million over the same period, which includes net favorable currency effects of $5 million. The increase was primarily driven by increased revenues from hotels in the United States, which benefited from higher ADR and growth in food and beverage revenues. Non-comparable owned and leased hotels revenue increased $25 million for the year ended December 31, 2013 compared to the year ended December 31, 2012, which includes $1 million in net favorable currency effects. The non-comparable increase was due primarily to three new wholly owned full service hotels acquired in 2013, a full year of contribution from two properties acquired in 2012, and the opening of one leased property in 2012, partially offset by 11 hotels sold during 2013 and eight hotels sold in 2012.
We also experienced a $35 million increase in management and franchise fee revenues for the year ended December 31, 2013 compared to the same period in 2012, which includes net unfavorable currency impacts of $4 million. Included in consolidated management fees for the year ended December 31, 2013 were base management fees of $163 million, a 6% increase from 2012, incentive management fees of $100 million, a 3% increase from 2012, franchise fees of $48 million, a 30% increase from 2012 and other fee revenue of $31 million, a 63% increase from 2012. The increases in management fees were

74


primarily driven by increases in base management and incentive fees from hotels newly converted to Hyatt brands in EAME/SW Asia and increased ADR in the Americas. The increase in franchise fees is partially driven by new and converted hotels in the Americas. Included in the increase in other fee revenue was a $12 million termination fee received in 2013 and a $2 million increase in the amortization of deferred gains from hotels sold subject to management agreements.
Other revenues, which includes the revenues of our vacation ownership business and the results of our co-branded credit card, were flat during the year ended December 31, 2013 compared to the year ended December 31, 2012. The table below provides a breakdown of revenues by segment for the years ended December 31, 2013 and 2012.
For further discussion of segment revenues for the periods presented, please refer to “—Segment Results.” 
(in millions, except percentages)
Year Ended December 31,
2013
 
2012
 
Better / (Worse)    
Owned and leased hotels
$
2,142

 
$
2,021

 
$
121

 
6.0
 %
Americas management and franchising
1,774

 
1,712

 
62

 
3.6
 %
ASPAC management and franchising
157

 
129

 
28

 
21.7
 %
EAME/SW Asia management
117

 
92

 
25

 
27.2
 %
Corporate and other
99

 
93

 
6

 
6.5
 %
Eliminations
(105
)
 
(98
)
 
(7
)
 
(7.1
)%
Consolidated revenues
$
4,184

 
$
3,949

 
$
235

 
6.0
 %
Owned and leased hotels expense.    Expenses for owned and leased hotels increased by $80 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. Comparable owned and leased hotels expense increased $56 million for the year ended December 31, 2013 compared to the year ended December 31, 2012, largely attributable to higher compensation, health insurance and employment related costs, rent expense and real estate taxes. Non-comparable owned and leased hotels expense increased $18 million in the year ended December 31, 2013 compared to the year ended December 31, 2012 due to three new wholly owned full service hotels acquired in 2013, a full year of contribution from two properties acquired in 2012, and the opening of one leased property in 2012, partially offset by 11 hotels sold during 2013 and eight hotels sold in 2012. Additionally, expenses recognized with respect to our employee benefit programs funded through rabbi trusts increased $6 million driven by the performance of the underlying invested assets during the year ended December 31, 2013 compared to the year ended December 31, 2012. Changes in these expenses are fully offset to the account net gains and interest income from marketable securities held to fund operating programs, thus having no net impact to our earnings.
Depreciation and amortization expense.    Depreciation and amortization expense decreased by $8 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. The decrease was driven by depreciation and amortization at our comparable hotels which decreased $10 million in 2013 compared to 2012 primarily due to a decrease of $6 million in accelerated amortization of an intangible asset and a reduction in depreciation expense at certain select service hotels. Non-comparable hotel depreciation and amortization expense increased $2 million in 2013 compared to 2012 due primarily to hotels acquired or newly opened during the comparable periods partially offset by hotels sold in 2013 and 2012.
Other direct costs.    Other direct costs, which represent costs associated with our vacation ownership operations and our co-branded credit card, increased by $3 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. Direct costs of our co-branded credit card increased $3 million primarily due to program growth in the year ended December 31, 2013 compared to the year ended December 31, 2012. Direct costs of our vacation ownership operations remained flat in the year ended December 31, 2013 compared to the year ended December 31, 2012.
Selling, general and administrative expenses.    Selling, general and administrative costs increased by $7 million or 2% in the year ended December 31, 2013 compared to the year ended December 31, 2012. Included in selling, general and administrative expenses is the financial performance of the investment securities held in rabbi trusts to fund certain benefit programs. The financial performance of these investments resulted in an increase in costs of $11 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. These expenses are offset in net gains and interest income from marketable securities held to fund operating programs, thus having no net impact to our earnings.
Excluding the rabbi trust amounts, selling, general and administrative costs decreased $4 million, or 1%, in the year ended December 31, 2013 compared to the year ended December 31, 2012. The decrease was largely due a $2 million reduction in taxes, primarily due to franchise taxes and business and occupation taxes incurred in 2012 that did not recur in 2013, lower marketing spend of $2 million and a reduction in bad debt expense of $2 million. These decreases were partially offset by increases in payroll and related expenses and professional fees.

75


Net gains and interest income from marketable securities held to fund operating programs.  Net gains and interest income from marketable securities held to fund operating programs includes securities held to fund our benefit programs funded through rabbi trusts and securities held to fund our Hyatt Gold Passport program. These securities in total generated a net gain of $34 million for the year ended December 31, 2013 and a net gain of $21 million for the year ended December 31, 2012. Marketable securities held to fund our benefit programs funded through rabbi trusts resulted in a net gain of $35 million in the year ended December 31, 2013 compared to the net gain of $18 million in the year ended December 31, 2012. This change was driven by the market performance of the underlying securities. The gains or losses on securities held in the rabbi trusts offset our owned and leased hotels expense for our hotel staff and selling, general and administrative expenses for our corporate staff and personnel supporting our business segments, having no net impact on our earnings. Of the $17 million change in the underlying securities, $11 million was offset in selling, general and administrative expenses and $6 million was offset in owned and leased hotel expenses. Marketable securities held to fund our Hyatt Gold Passport program and related to our owned and leased hotels, generated a net loss of $1 million in the year ended December 31, 2013 compared to a net gain of $3 million for the year ended December 31, 2012. The gains and losses on securities held to fund our Hyatt Gold Passport program and related to our owned and leased hotels are offset by corresponding changes to our owned and leased hotels revenues, thus having no net impact on our earnings.
Equity losses from unconsolidated hospitality ventures.  Equity losses from unconsolidated hospitality ventures were $1 million and $22 million for the years ended December 31, 2013 and December 31, 2012, respectively. During 2013, we recorded impairment charges of $3 million related to our interest in two hospitality ventures and one vacation ownership property. During 2012, we recorded impairment charges of $19 million related to our interest in two hospitality ventures and one vacation ownership property. The remaining increase for the year ended December 31, 2013 was primarily due to a $9 million increase in distributions, an $8 million gain in connection with the sale of residential properties, and higher earnings generated by hospitality venture properties. These increases were partially offset by increased pre-opening costs for a hotel in Hawaii that opened in 2013 and an increase in interest, taxes and depreciation expense at certain hospitality ventures.
Interest expense.    Interest expense decreased by $5 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. The reduction in interest expense was primarily due to an increase in capitalized interest for construction in progress. Additionally, the impact of our debt transactions in the second quarter of 2013 reduced our interest expense following the redemption of our 2015 Notes, the partial tender of our 2019 Notes and the issuance of our 2023 Notes.
Gains on sales of real estate. During 2013, we sold the Hyatt Fisherman’s Wharf, Hyatt Santa Barbara, and Hyatt Regency Denver Tech to unrelated third parties for a combined sale price of $219 million, net of closing costs, resulting in a pre-tax gain of $125 million. We entered into long-term franchise agreements for each of these properties and therefore recognized the full gain on sale of real estate in our consolidated statements of income in the period of sale. There were no gains on sales of real estate in the period ended December 31, 2012.
Asset impairments. Asset impairments are recorded as necessary, based on our regular evaluation of assets for impairment. We recorded $22 million in asset impairments for the year ended December 31, 2013 compared to no asset impairments in the year ended December 31, 2012. The $22 million impairment charge in 2013 included an $11 million write-off of contract acquisition costs in conjunction with an acquisition within our Americas management and franchising segment and an $11 million impairment of property and equipment within our owned and leased hotels segment.

76


Other income, net.    Other income, net, increased by $10 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to the favorable impact of cost method investment income and a gain on the sale of artwork, partially offset by debt settlement costs and a charitable contribution to Hyatt Hotels Foundation (formerly Hyatt Thrive Foundation). The table below provides a breakdown of other income, net for the years ended December 31, 2013 and December 31, 2012, respectively: 
(in millions)
Year Ended December 31,
2013
 
2012
 
Better / (Worse)    
Interest income
$
17

 
$
23

 
$
(6
)
Cost method investment income (1)
50

 
1

 
49

Gains on other marketable securities (2)
2

 
17

 
(15
)
Impairment of held-to-maturity investment (3)

 
(4
)
 
4

Gain on sale of artwork
29

 

 
29

Charitable contribution to Hyatt Hotels Foundation (4)
(20
)
 

 
(20
)
Debt settlement costs (5)
(35
)
 

 
(35
)
Foreign currency losses
(5
)
 
(3
)
 
(2
)
Provisions on hotel loans (6)
(6
)
 
(4
)
 
(2
)
Realignment costs (7)

 
(21
)
 
21

Transaction costs (8)
(10
)
 
(2
)
 
(8
)
Other (9)
(5
)
 

 
(5
)
Other income, net
$
17

 
$
7

 
$
10

 
(1) During 2013 we received a complete pay-off of our preferred equity interest and residual common investment in the partnership that owns the Hyatt Regency New Orleans. We continue to manage the property under the existing management agreement. See Note 3 to our consolidated financial statements included in this annual report for further detail.
(2) Represents gains on investments in trading securities not used to fund operating programs. See Note 4 to our consolidated financial statements included in this annual report for further detail.
(3) The year ended December 31, 2012 includes a $4 million impairment of a held-to-maturity investment that was recorded in other assets in our consolidated balance sheet.
(4) During the year ended December 31, 2013, we funded $20 million to a charitable foundation with the intent that the foundation will fund charitable activities over time.
(5) Debt settlement costs primarily represent $40 million in premiums partially offset by a $7 million gain related to the unamortized benefit from the settlement of the interest rate swaps on the 2015 Notes and other non-cash charges. See Note 10 to our consolidated financial statements included in this annual report for further detail.
(6) During 2013 and 2012, we recorded $6 million and $4 million provision, respectively, related to pre-opening loans. See Note 7 to our consolidated financial statements included in this annual report for further detail.
(7) Represents costs incurred as part of the realignment of corporate and regional operations and includes employee separation costs, relocation costs, consulting fees, and legal fees.
(8) Transaction costs incurred during the year ended December 31, 2013 primarily represent transaction costs incurred in connection with our investment in Playa, and the acquisitions of the Hyatt Regency Orlando and Grand Hyatt San Antonio. Transaction costs incurred during the year ended December 31, 2012 represent transaction costs incurred primarily to acquire the Hyatt Regency Mexico City and the Hyatt Regency Birmingham. See Note 3 and Note 8 to our consolidated financial statements included in this annual report for further detail.
(9) Includes a loss from a sublease agreement recorded in 2013, a gain from a sublease agreement in 2012, and gains (losses) on asset retirements for each period presented. See Note 11 to our consolidated financial statements included in this annual report for further detail on the sublease agreements.
Provision for income taxes.    Income taxes for the years ended December 31, 2013 and 2012 was a provision of $116 million and $8 million respectively, which resulted in effective income tax rates of 36.2% and 8.3%, respectively.
The effective tax rate for 2013 of 36.2% differs from the U.S. statutory federal income tax rate of 35% primarily due to state tax rates applied to U.S. earnings. This is offset by a $4 million benefit for an adjustment to the opening balance of certain deferred tax assets, a benefit of $3 million (including $1 million in interest) related to the settlement of tax audits and a $4

77


million benefit relating to changes of statutory rates in some of our foreign jurisdictions. Additional benefits arise from foreign earnings taxed at lower than the U.S. statutory rate.
The effective tax rate for 2012 of 8.3% differed from the U.S. statutory federal income tax rate of 35% primarily due to benefits relating to foreign tax credits of $26 million, a favorable settlement of state tax matters of $6 million, the reversal of interest expense on the treatment for expensing certain renovation costs in prior years of $6 million, and $3 million for reductions in foreign statutory tax rates. These benefits are partially offset by a $7 million expense resulting from a reduction in the deferred tax assets of certain non-consolidated investments and an approximately $8 million expense (including $3 million in interest and penalties) for uncertain tax positions in foreign jurisdictions

Segment Results
We evaluate segment operating performance using segment revenue and segment Adjusted EBITDA, as described in Note 19 to our consolidated financial statements included in this annual report. See “—Key Business Metrics Evaluated by Management” for a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness. The segment results presented below are presented before intersegment eliminations.
Owned and Leased Hotels.  Revenues increased by $121 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included $6 million in net favorable currency impact. Worldwide comparable hotel revenues increased $96 million in 2013 compared to 2012, of which $84 million was from full service hotels and $12 million was from select service hotels. For the year ended December 31, 2013, revenue growth at our comparable full service and comparable select service owned hotels was largely driven by increased ADR, primarily from transient travelers in the United States, compared to the same period in 2012. Our comparable full service owned hotels also experienced increases in group business and food and beverage revenues in the United States. Non-comparable owned and leased hotels revenues increased $25 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, largely due to three new wholly owned full service hotels acquired in 2013, a full year of contribution from two properties acquired in 2012, and the opening of one leased property in 2012, partially offset by 11 hotels sold during 2013 and eight hotels sold in 2012. During the year ended December 31, 2013, we removed seven full service and three select service properties from the comparable owned and leased hotels results and moved them to non-comparable owned and leased hotels results.
 
Year Ended December 31,
 
RevPAR
 
Occupancy
 
ADR
(Comparable Owned and Leased Hotels)
2013
 
2012
 
Better /
(Worse)
 
2013
 
2012
 
Change in
Occ % pts
 
2013
 
2012
 
Better / 
(Worse)
Full Service
$
161

 
$
152

 
5.9
%
 
74.7
%
 
73.7
%
 
1.0
%
 
$
215

 
$
206

 
4.5
%
Select Service
88

 
83

 
5.7
%
 
77.8
%
 
77.6
%
 
0.2
%
 
113

 
107

 
5.4
%
Total Owned and Leased Hotels
$
139

 
$
131

 
5.9
%
 
75.7
%
 
74.9
%
 
0.8
%
 
$
183

 
$
175

 
4.8
%
 
Year Ended December 31,
(in millions except percentages)
2013
 
2012
 
Better / (Worse)
Segment Revenues
$
2,142

 
$
2,021

 
$
121

 
6.0
%
Segment Adjusted EBITDA
$
471

 
$
442

 
$
29

 
6.6
%
Adjusted EBITDA increased by $29 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. Adjusted EBITDA at our comparable owned and leased properties increased $28 million in the period ended December 31, 2013 compared to the same period in 2012, largely due to increased ADR at our full service and select service hotels in the United States, partially offset by higher compensation and related costs, rent expense, and real estate taxes. Adjusted EBITDA at our non-comparable hotels increased $6 million in the year ended December 31, 2013 compared to the same period in the prior year, primarily due to three new wholly owned full service hotels acquired in 2013, a full year of contribution from two properties acquired in 2012, and the opening of one leased property in 2012, partially offset by 11 hotels sold during 2013 and eight hotels sold in 2012. Adjusted EBITDA at our joint venture hotels decreased $5 million in the year ended December 31, 2013, primarily due to a decline in Adjusted EBITDA resulting from the sale of our ownership interest in two hotels in 2012 and two hotels in 2013 and pre-opening costs for a hotel in Hawaii that opened in 2013. These decreases were partially offset by an increase in Adjusted EBITDA due to our new investment in all inclusive resorts, a new hotel opening in 2013 and improved performance from a hotel that was under renovation in 2012.
Americas management and franchising.    Americas management and franchising total revenues increased by $62 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included $1 million in

78


unfavorable net currency impact. Other revenues from managed properties increased $26 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily driven by increases in hotel payroll expenses.
Management, franchise and other fees increased $36 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. This was primarily driven by a $25 million increase in franchise and other fee revenue, largely due to an $11 million increase in termination fees, an $11 million increase in franchise fees partially due to new and converted hotels, and a $2 million increase in the amortization of deferred gains from hotels sold subject to management agreements. Management fees increased $11 million during the period, of which $6 million was related to incentive fees and $5 million was related to base management fees.
Our full service hotels comparable RevPAR improved 5.6% in the year ended December 31, 2013 compared to the year ended December 31, 2012. The RevPAR increase was primarily driven by growth in transient rate and occupancy. We also experienced slight growth in rate from group business. RevPAR at our select service hotels in the year ended December 31, 2013 increased by 5.2% compared to the year ended December 31, 2012 driven primarily by transient rate growth. During the year ended December 31, 2013, we removed two properties that left the chain in late 2012, one property that left the chain in late 2013, and one property that is undergoing significant renovation from the comparable Americas Full Service systemwide hotels. We removed no properties from the comparable Americas Select Service systemwide hotels.
(Comparable Systemwide Hotels)
Year Ended December 31,
RevPAR
 
Occupancy
 
ADR
2013
 
2012
 
Better /
(Worse)
 
2013
 
2012
 
Change in
Occ % pts
 
2013
 
2012
 
Better /
(Worse)
Americas Full Service
$
133

 
$
126

 
5.6
%
 
74.1
%
 
72.9
%
 
1.2
%
 
$
179

 
$
172

 
3.8
%
Americas Select Service
82

 
78

 
5.2
%
 
76.2
%
 
75.1
%
 
1.1
%
 
108

 
104

 
3.7
%
Americas management and franchising
Year Ended December 31,
(in millions except percentages)
2013
 
2012
 
Better / (Worse)
Segment Revenues
 
 
 
 
 
 
 
Management, Franchise and Other Fees
$
292

 
$
256

 
$
36

 
14.1
%
Other Revenues from Managed Properties
1,482

 
1,456

 
26

 
1.8
%
Total Segment Revenues
$
1,774

 
$
1,712

 
$
62

 
3.6
%
Segment Adjusted EBITDA
$
233

 
$
199

 
$
34

 
17.1
%
Adjusted EBITDA increased by $34 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included $1 million unfavorable net currency impact. The increase was primarily due to a $36 million increase in management, franchise and other fees, partially offset by increases in selling, general and administrative expenses. The increases in selling, general and administrative expenses were largely due to increases in professional fees and payroll and related costs.
ASPAC management and franchising.    ASPAC management and franchising total revenues increased by $28 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included a $2 million net unfavorable currency impact. Cost reimbursements from managed properties increased $31 million. Management, franchise and other fees decreased $3 million for the year ended December 31, 2013 primarily due to termination fees received in 2012, which did not recur in 2013. Base management fees and incentive fees were flat year over year. RevPAR decreased 2.6% (or increased 1.3%, excluding the unfavorable currency impact) for our comparable systemwide ASPAC full service hotels. Excluding the aforementioned unfavorable net currency impacts, RevPAR was up slightly as most of the region improved year over year. However, this was partially offset by the negative impact of renovations at several of our large managed properties in Asia and declines in Greater China due to an increase in supply. During the year ended December 31, 2013, we removed two properties from the comparable ASPAC full service systemwide hotels due to significant renovations at those properties.

79


(Comparable Systemwide Hotels)
Year Ended December 31,
RevPAR
 
Occupancy
 
ADR
2013
 
2012
 
Better /
(Worse)
 
2013
 
2012
 
Change in
Occ % pts
 
2013
 
2012
 
Better /
(Worse)
ASPAC Full Service
$
155

 
$
159

 
(2.6
)%
 
68.0
%
 
66.9
%
 
1.1
%
 
$
227

 
$
237

 
(4.2
)%
ASPAC management and franchising
Year Ended December 31,
(in millions except percentages)
2013
 
2012
 
Better / (Worse)
Segment Revenues
 
 
 
 
 
 
 
Management, Franchise and Other Fees
$
83

 
$
86

 
$
(3
)
 
(3.5
)%
Other Revenues from Managed Properties
74

 
43

 
31

 
72.1
 %
Total Segment Revenues
$
157

 
$
129

 
$
28

 
21.7
 %
Segment Adjusted EBITDA
$
50

 
$
46

 
$
4

 
8.7
 %
Adjusted EBITDA improved by $4 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included $2 million in net unfavorable currency effects. The increase in Adjusted EBITDA for the year ended December 31, 2013 compared to the year ended December 31, 2012 was primarily driven by a $7 million decrease in selling, general and administrative expenses. The decrease in selling, general and administrative expenses was primarily due to increased bad debt recoveries during 2013, lower payroll and related costs, and lower technology costs.
EAME/SW Asia management.  EAME/SW Asia management total revenues increased $25 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included $1 million in net unfavorable currency impact. Other revenues from managed properties increased $16 million for the year ended December 31, 2013 compared to the same period in the prior year. Management and other fees increased $9 million for the year ended December 31, 2013 compared to the same period in the prior year. The increase was driven by a $7 million increase in base fees and a $2 million increase in incentive fees, both primarily due to newly converted hotels in 2013. Comparable systemwide EAME/SW Asia full service RevPAR increased 3.7% (or 5.0% excluding the unfavorable currency impacts). Excluding the net unfavorable currency impact, most areas within the region increased RevPAR, primarily driven by the Middle East and parts of Western Europe. These increases were partially offset by the United Kingdom, which declined due to the Olympics in 2012. The increases in RevPAR are largely due to increased occupancy, primarily from transient growth. During the year ended December 31, 2013, we removed one property from the comparable EAME/SW Asia full service systemwide hotels.
(Comparable Systemwide Hotels)
Year Ended December 31,
RevPAR
 
Occupancy
 
ADR
2013
 
2012
 
Better /
(Worse)
 
2013
 
2012
 
Change in
Occ % pts
 
2013
 
2012
 
Better /
(Worse)
EAME/SW Asia Full Service
$
149

 
$
144

 
3.7
%
 
63.6
%
 
60.4
%
 
3.2
%
 
$
235

 
$
238

 
(1.6
)%
EAME/SW Asia management 
Year Ended December 31,
(in millions except percentages)
2013
 
2012
 
Better / (Worse)
Segment Revenues
 
 
 
 
 
 
 
Management and Other Fees
$
72

 
$
63

 
$
9

 
14.3
%
Other Revenues from Managed Properties
45

 
29

 
16

 
55.2
%
Total Segment Revenues
$
117

 
$
92

 
$
25

 
27.2
%
Segment Adjusted EBITDA
$
40

 
$
26

 
$
14

 
53.8
%
Adjusted EBITDA increased by $14 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which included $1 million in net unfavorable currency effects. The increase in Adjusted EBITDA was partially driven by an increase in management and other fees of $9 million in the year ended December 31, 2013 compared to the year ended December 31, 2012. Additionally, Adjusted EBITDA improved $5 million during the year ended December 31, 2013 compared to the same period in 2012 due to decreases in selling, general and administrative expenses primarily due to lower payroll and related costs, partially offset by unfavorable bad debt expense due to fewer recoveries in 2013 compared to 2012.
Corporate and other.    Corporate and other includes unallocated corporate expenses, the results of our vacation ownership business, and the results of our co-branded credit card. Revenues increased by $6 million in the year ended December 31, 2013 compared to the year ended December 31, 2012, which was primarily driven by a $6 million increase in

80


other revenues from managed properties and $4 million in growth of our co-branded credit card program, partially offset by a $4 million decline in vacation ownership revenues.
(in millions except percentages)
Year Ended December 31,
2013
 
2012
 
Better / (Worse)
Corporate and other Revenues
$
99

 
$
93

 
$
6

 
6.5
 %
Corporate and other Adjusted EBITDA
$
(114
)
 
$
(107
)
 
$
(7
)
 
(6.5
)%
Adjusted EBITDA decreased $7 million in the year ended December 31, 2013 compared to the year ended December 31, 2012 as the previously mentioned revenue increases were offset by increases in other costs from managed properties of $6 million, other direct costs of $3 million from our co-branded credit card program, and increased selling, general and administrative costs of $4 million for our unallocated corporate and other expenses. The increases in selling, general and administrative costs were largely driven by higher payroll and related expenses, partially offset by decreased taxes and professional fees in the current year.
Eliminations.    Eliminations of $105 million and $98 million for the year ended December 31, 2013 and 2012, respectively, primarily represent fees charged by our management and franchising segments to our owned and leased hotels for managing their operations.
Non-GAAP Measure Reconciliation
The following table sets forth Adjusted EBITDA by segment for the years ended December 31, 2013 and 2012. For a discussion of our definition of Adjusted EBITDA, how we use it, why we present it and material limitations on its usefulness, see “—Key Business Metrics Evaluated by Management.” 
(in millions, except percentages)
Year Ended December 31,
2013
 
2012
 
Better / (Worse)
Owned and leased hotels
$
471

 
$
442

 
$
29

 
6.6
 %
Americas management and franchising
233

 
199

 
34

 
17.1
 %
ASPAC management and franchising
50

 
46

 
4

 
8.7
 %
EAME/SW Asia management
40

 
26

 
14

 
53.8
 %
Corporate and other
(114
)
 
(107
)
 
(7
)
 
(6.5
)%
Consolidated Adjusted EBITDA
$
680

 
$
606

 
$
74

 
12.2
 %
The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation in the years ended December 31, 2013 and 2012: 
(in millions)
Year Ended December 31,
2013
 
2012
Adjusted EBITDA
$
680

 
$
606

Equity losses from unconsolidated hospitality ventures
(1
)
 
(22
)
Gains on sales of real estate
125

 

Asset impairments
(22
)
 

Other income, net
17

 
7

Net loss attributable to noncontrolling interests
2

 
1

Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
(68
)
 
(73
)
EBITDA
733

 
519

Depreciation and amortization
(345
)
 
(353
)
Interest expense
(65
)
 
(70
)
Provision for income taxes
(116
)
 
(8
)
Net income attributable to Hyatt Hotels Corporation
$
207

 
$
88


Inflation
We do not believe that inflation had a material effect on our business in 2014, 2013 or 2012.

81


Liquidity and Capital Resources
Overview
We finance our business primarily with existing cash, short-term investments and cash generated from our operations. As part of our business strategy we also recycle capital by using net proceeds from dispositions to support our acquisitions and new investment opportunities. When appropriate, we borrow cash under our revolving credit facility or from other third-party sources, and may also raise funds by issuing debt or equity securities as necessary. We maintain a cash investment policy that emphasizes preservation of capital. We had cash and cash equivalents and short-term investments of $815 million and $484 million at December 31, 2014 and 2013, respectively. We believe that our cash position, short-term investments and cash from operations, together with borrowing capacity under our revolving credit facility and our access to the capital markets, will be adequate to meet all of our funding requirements and capital deployment objectives in the foreseeable future.
We may, from time to time, seek to retire or purchase additional amounts of our outstanding equity and/or debt securities through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise, including pursuant to a Rule 10b5-1 plan. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Recent Transactions Affecting Our Liquidity and Capital Resources
During 2014, the board of directors authorized the repurchase of up to an additional $700 million of the Company's common stock. During the year ended December 31, 2014, we repurchased $445 million of the Company's common stock, of which $443 million was settled in cash during the year. The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time. See Note 16 for details of our 2014 and 2013 share repurchase plans, including our most recent repurchase authorization, which was announced on December 11, 2014. As of December 31, 2014, we had $444 million remaining under the current share repurchase authorization.
During the year ended December 31, 2014, we entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility that matures in January 2019. This restated our existing $1.5 billion facility which was scheduled to mature in September 2016. For a detailed discussion of the revolving credit facility, see “—Revolving Credit Facility.”
During the year ended December 31, 2014, we sold nine select service properties and one full service property for a total of $311 million, net of closing costs. Included in the working capital adjustment is $1 million of cash, resulting in a net sales price of $310 million. The properties will remain Hyatt-branded hotels for a minimum of 25 years under long-term agreements.
During the year ended December 31, 2014, we sold the Hyatt Residential Group for $222 million, which includes an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii as well as a full service hotel. This included working capital adjustments of $2 million, which resulted in a net cash inflow of $220 million. We have entered into a master license agreement with the purchaser and will receive recurring annual license fees under this agreement, which will be recorded in management and franchise fees within our corporate and other segment on our consolidated statements of income. The Hyatt Residence Club and the vacation ownership resorts will retain the Hyatt Residence Club brand.
During the year ended December 31, 2014, we sold a portfolio of 38 select service properties for $581 million. We entered into long-term franchise agreements with the purchaser, with all hotels maintaining their existing Hyatt Place or Hyatt House branding.
During the year ended December 31, 2014, we sold the Park Hyatt Washington for $97 million, the Park Hyatt Toronto for $88 million and the Hyatt Regency Vancouver for $116 million, net of closing costs. We will continue to manage the hotels under new long-term management agreements.
During the year ended December 31, 2014, we sold five Hyatt Place properties for a net sales price of $51 million. We entered into long-term franchise agreements with the purchasers, with all hotels maintaining their existing Hyatt Place branding.
During the year ended December 31, 2014, four joint ventures in which we hold ownership interests and that are classified as equity method investments, sold the following hotels to third parties: Hyatt Place Austin Downtown, for which we received cash of $28 million, Hyatt Regency DFW International Airport and another building, for which we received cash of $19 million, Hyatt Place Houston/Sugar Land, for which we received cash of $12 million and Hyatt Place Coconut Point, for which we received cash of $5 million.
During the year ended December 31, 2014, we acquired the recently constructed Park Hyatt New York hotel for a purchase price of $392 million. Included in the working capital adjustments is $1 million of cash, resulting in a net purchase price of $391 million.

82


During the year ended December 31, 2014, we exercised our purchase option to acquire the Hyatt Regency Grand Cypress hotel for $191 million.
During the year ended December 31, 2014, we purchased the Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture in which we hold an 8.2% interest. We purchased the hotel and adjacent land for a net purchase price of approximately $164 million. Included in the working capital adjustments is cash and cash equivalents of $7 million, resulting in a net cash disbursement of $157 million. Additionally, as part of the acquisition, we assumed debt of $69 million, including a $3 million debt premium.
During 2013, we entered into management agreements and a related performance guarantee with a third party that acquired the four managed hotels in France. The performance guarantee does not have an annual cap and the maximum total commitment remaining under the performance guarantee as of December 31, 2014 is €362 million, or $437 million, using exchange rates as of December 31, 2014. We became subject to the guarantee in the second quarter of 2013 with the conversion of the hotels to Hyatt management. Our current expectation is that any payment under the performance guarantee in 2015 will not have a significant impact on our liquidity and capital resources. See Note 15 to our consolidated financial statements for further information.
During 2013, the board of directors authorized the repurchase of up to $400 million of the Company's common stock. During the year ended December 31, 2013, the Company repurchased $275 million of common stock.
We had senior unsecured notes, (the "Senior Notes"), consisting of $250 million of 5.750% senior notes due 2015 (the “2015 Notes”), $250 million of 6.875% senior notes due 2019 (the “2019 Notes”), $250 million of 3.875% senior notes due 2016 (the “2016 Notes”), $250 million of 5.375% senior notes due 2021 (the “2011 Notes”) and $350 million of 3.375% Senior Notes due 2023 (the “2023 Notes” and together with the 2015 Notes, the 2016 Notes, the 2019 Notes and the 2021 Notes, the “Senior Notes”). During the year ended December 31, 2013, we redeemed our outstanding 2015 Notes, which had an aggregate principal amount of $250 million outstanding. In accordance with the terms of the 2015 Notes, the redemption price was $278 million. During the year ended December 31, 2013, we also completed a cash tender offer to repurchase any and all of our outstanding 2019 Notes. Prior to the repurchase, we had an aggregate principal amount of $250 million of 2019 Notes outstanding, of which $54 million was repurchased. An early tender premium of $12 million was paid in relation to the purchase, resulting in a $66 million total cash outflow related to the tender offer. The remaining $196 million of the 2019 Notes remains on our balance sheet subject to the original terms of the note agreement. In addition, during the year ended December 31, 2013, we issued the 2023 Senior Notes. We received net proceeds of $345 million from the sale of the 2023 Notes, after deducting discounts and offering expenses of approximately $3 million.
During the year ended December 31, 2013, we announced that a wholly owned Hyatt subsidiary closed on its investment in Playa, a company that was formed to own, operate and develop all inclusive resorts. Hyatt invested a total of $325 million in Playa during the year ended December 31, 2013 in return for preferred and common shares. See Note 3 to our consolidated financial statements for further information.
During the year ended December 31, 2013, we acquired the hotel formerly known as The Peabody Orlando in a like-kind exchange transaction, for approximately $716 million. The hotel has subsequently been rebranded as Hyatt Regency Orlando. See Note 8 to our consolidated financial statements for further information.
During the year ended December 31, 2013, we purchased the remaining 70% interest in the entity that owned the Grand Hyatt San Antonio from our venture partner for a purchase price of $16 million and repaid $44 million of mezzanine debt and consolidated $198 million of outstanding bonds that were held at the hospitality venture. See Note 8 to our consolidated financial statements for further information.
During 2013, we sold seven full service properties for $497 million, net of closing costs. We entered into either long-term management agreements or long-term franchise agreements with the owners of the properties.
During 2013, we sold four Hyatt Place properties for cash proceeds of $68 million, net of closing costs. We entered into long-term management agreements with the purchaser of the hotels.
During 2012, we acquired all of the outstanding shares of capital stock of a company that owned a full service hotel in Mexico City, Mexico. The total purchase price was approximately $202 million and as part of the purchase, we acquired cash and cash equivalents of $12 million, resulting in a net purchase price of $190 million.
In August 2012 the board of directors approved a share repurchase of up to $200 million of the Company's common stock. In accordance with the authorization, in 2012 the Company repurchased $136 million of Class A common stock, excluding related expenses.

83


During 2012 we sold seven Hyatt Place properties and one Hyatt House property for a combined $87 million, net of closing costs, and sold our interest in two joint ventures for $52 million.
Sources and Uses of Cash
At December 31, 2014, we had cash and cash equivalents of $685 million compared to cash and cash equivalents of $454 million at December 31, 2013, and $413 million at December 31, 2012. Additionally, at December 31, 2014, we had short-term investments in certificates of deposit and other marketable securities of $130 million compared to short-term investments in certificates of deposit and other marketable securities of $30 million at December 31, 2013, and $514 million at December 31, 2012.
 
Year Ended December 31,
(in millions)
2014
 
2013
 
2012
Cash provided by (used in):
 
 
 
 
 
Operating activities
$
473

 
$
456

 
$
499

Investing activities
373

 
(147
)
 
(489
)
Financing activities
(607
)
 
(264
)
 
(124
)
Effects of changes in exchange rate on cash and cash equivalents
(8
)
 
(4
)
 
(7
)
Net change in cash and cash equivalents
$
231

 
$
41

 
$
(121
)
As of December 31, 2014, we have determined that undistributed net earnings of $353 million of certain foreign subsidiaries would be indefinitely reinvested in operations outside the United States. These earnings could become subject to additional taxes if remitted as dividends, loaned to a U.S. affiliate, or if we sold our interest in the affiliates; the resulting U.S. income tax liabilities could be offset, in whole or in part, by credits allowable for taxes paid to foreign jurisdictions.
Cash Flows from Operating Activities
Cash flows provided by operating activities totaled $473 million in the year ended December 31, 2014 compared to $456 million in the year ended December 31, 2013. The increase in cash attributable to changes in assets and liabilities is primarily driven by the timing of payables and accruals and reduced cash transferred to restricted cash for our captive insurance subsidiary in 2014. These increases were partially offset by a decrease in working capital related to prepaid taxes, which primarily are related to cash payments in excess of current tax expense accruals in 2014. Cash flow from operations was negatively impacted as a large portion of net income in 2014 was driven by investing activities, including the gains on sales of real estate and other.
Cash flows provided by operating activities totaled $456 million in the year ended December 31, 2013 compared to $499 million in the year ended December 31, 2012. Cash flow from operations was negatively impacted as a large portion of net income in 2013 was driven by investing activities, including the gains on sales of real estate and artwork and negatively impacted by the change in deferred income taxes. The increase in cash attributable to changes in assets and liabilities is primarily driven by the increase in deferred tax liabilities related primarily to the treatment of renovation costs in 2012, partially offset by increased restricted cash related to our captive insurance subsidiary in 2013.
Cash Flows from Investing Activities
Cash flows provided by investing activities totaled $373 million in the year ended December 31, 2014. Cash flows used in investing activities totaled $147 million and $489 million in the years ended December 31, 2013 and 2012, respectively.
2014 Activity:
purchased a net total of $101 million of marketable securities and short-term investments.
sold nine select service properties and one full service property for $310 million, net of closing costs and cash transferred, of which $232 million was classified as restricted cash in anticipation of consummation of a like-kind exchange agreement and was released upon the completion of the like-kind exchange.
sold a portfolio of 38 select service properties for approximately $581 million, of which $403 million was classified as restricted cash in anticipation of a like-kind exchange agreement, of which $311 million was subsequently released upon the completion of the like-kind exchange agreement. Accordingly, we classified net proceeds of $92 million as restricted cash on our consolidated balance sheets as of December 31, 2014.
sold Hyatt Residential Group for $222 million, which includes an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel. The net proceeds of $220 million included working capital adjustments of $2 million.

84


sold the Park Hyatt Washington for approximately $97 million, of which $97 million was classified as restricted cash in anticipation of a like-kind exchange agreement which was subsequently released upon the completion of the like-kind exchange.
sold the Park Hyatt Toronto for approximately $88 million and the Hyatt Regency Vancouver for $116 million, of which combined $87 million was classified as restricted cash pending clearance from the Canada Revenue Agency pursuant to Withholding Tax Escrow Agreements.
sold five Hyatt Place properties for $51 million, of which $51 million was classified as restricted cash on our consolidated balance sheets as of December 31, 2014, in anticipation of a like-kind exchange agreement.
acquired the recently constructed Park Hyatt New York hotel, for a purchase price of $392 million. Included in the working capital adjustments is cash of $1 million, resulting in a net cash outflow of $391 million.
acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture in which we hold an 8.2% interest. We purchased the hotel and adjacent land for a purchase price of approximately $164 million. Included in the working capital adjustments is cash and cash equivalents of $7 million, resulting in a net cash outflow of $157 million.
released $74 million from restricted cash in conjunction with the 2013 sale of Hyatt Key West and the consummation of a like-kind exchange agreement.
invested a total of $114 million in investments which includes $98 million in unconsolidated hospitality ventures.
received proceeds of $56 million, which primarily related to two mezzanine loan receivables.
capital expenditures were $253 million (see "Capital Expenditures" below).
2013 Activity:
received a total of $440 million in net proceeds from marketable securities and short-term investments.
sold seven full service properties for $497 million, net of closing costs, of which $437 million was classified as restricted cash in anticipation of consummation of a like-kind exchange agreement, of which $363 million has been subsequently released.
received proceeds of $277 million related to a mortgage loan receivable.
sold four Hyatt Place properties for cash proceeds of $68 million, net of closing costs, of which $23 million was classified as restricted cash in anticipation of consummation of a like-kind exchange agreement which was subsequently released.
received $63 million as a return of our preferred equity investment in the entity that owns the Hyatt Regency New Orleans.
released $44 million from restricted cash in conjunction with the sale of three Hyatt Place properties in 2012, as a like-kind exchange was not consummated within the allowable time frame.
invested a total of $428 million in unconsolidated hospitality ventures, which included $325 million for an investment in Playa and $68 million for an investment in Wailea Hotel and Beach Resort, LLC, related to our commitment to the development of a hotel property in the State of Hawaii.
acquired The Peabody in Orlando, Florida for a purchase price of $716 million, which includes $2 million of cash received, The Driskill in Austin, Texas for a purchase price of $85 million and the remaining 70% interest in the entity that owned the Grand Hyatt San Antonio hotel for a purchase price of $16 million, which includes $1 million of cash acquired.
capital expenditures were $232 million (see "Capital Expenditures" below).
2012 Activity:
acquired the common stock of an entity that owned the Hotel Nikko Mexico in Mexico City, Mexico, for a net purchase price of $190 million.
acquired the Hyatt Regency Birmingham in the United Kingdom for a net purchase price of approximately $43 million.
sold seven Hyatt Place properties and one Hyatt House property for a combined $87 million, net of closing costs, to an unrelated third party.
sold our interest in two equity method investments to a third party for $52 million.
capital expenditures were $301 million (see “Capital Expenditures” below).

85


Cash Flows from Financing Activities
Cash flows used in financing activities totaled $607 million and $264 million for the years ended December 31, 2014 and 2013, respectively. Cash flows used in financing activities were $124 million for the year ended December 31, 2012.
During 2014, the Company repurchased 7,693,326 shares of common stock, for an aggregate purchase price of $445 million of which $443 million was settled in cash during the year.
During 2014, the Company exercised our purchase option to acquire the Hyatt Regency Grand Cypress hotel for $191 million.
During 2014, we drew and subsequently repaid $205 million on our revolving credit facility. During 2013 and 2012, we did not draw on our revolving credit facility.
During 2013, we redeemed all of our outstanding 2015 Notes for an aggregate redemption price of $278 million. In addition, we completed a tender offer on our 2019 Notes, of which $66 million in aggregate was paid. In conjunction with the aforementioned debt redemption and tender offer, we issued and sold $350 million of 2023 Notes and received proceeds of $345 million. In conjunction with the purchase of our remaining interest in the entity that owns Grand Hyatt San Antonio, we paid off $44 million of mezzanine debt that was held at the hospitality venture. In addition, the Company repurchased 6,604,768 shares of common stock for an aggregate purchase price of $275 million.
During 2012, the Company repurchased 3,690,282 shares of common stock, for an aggregate purchase price of $136 million. The cash outflows related to the share repurchase were partially offset by $10 million in funds received from a loan to renovate a new select service property.
During the years ended December 31, 2014 and 2013, we drew $44 million and $30 million, respectively, excluding the effects of currency, on a construction loan for the development of a hotel in Brazil. During the year ended December 31, 2012, we had no draws on the aforementioned construction loan.
The following is a summary of our debt to capital ratios as of December 31, 2014 and December 31, 2013: 
 
December 31,
 
December 31,
(in millions, except percentages)
2014
 
2013
Consolidated debt (1)
$
1,390

 
$
1,483

Stockholders’ equity
4,627

 
4,769

Total capital
6,017

 
6,252

Total debt to total capital
23.1
%
 
23.7
%
Consolidated debt (1)
1,390

 
1,483

Less: Cash and cash equivalents and short-term investments
815

 
484

Net consolidated debt (cash and short-term investments)
575

 
999

Net debt to total capital
9.6
%
 
16.0
%
 
(1)
Excludes approximately $638 million and $672 million of our share of unconsolidated hospitality venture indebtedness as of December 31, 2014 and 2013, respectively, substantially all of which is non-recourse to us.
Cash Flows from Discontinued Operations
In 2014, 2013 and 2012 there were no cash flows provided by discontinued operations.
Capital Expenditures
We routinely make capital expenditures to enhance our business. We divide our capital expenditures into maintenance, enhancements to existing properties and investment in new properties. We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flow from operations.
During the year ended December 31, 2014, we made total capital expenditures of $253 million, which included $72 million for enhancements to existing properties, $102 million for maintenance, and $79 million for investment in new properties.
During the year ended December 31, 2013, we made total capital expenditures of $232 million, which included $81 million for enhancements to existing properties, $90 million for maintenance, and $61 million for investment in new properties.

86


During the year ended December 31, 2012, we made total capital expenditures of $301 million, which included $153 million for enhancements to existing properties, $106 million for maintenance, and $42 million for investment in new properties.
The increase in investments in new properties from 2013 to 2014 is driven by increased construction spending on our development of a hotel in Brazil partially offset by decreased expenditures on certain select service hotels. The increase in maintenance expenditures in 2014 compared to 2013 is driven by increased technology spending partially offset by decreased spending at full service properties. The decrease in enhancements to existing properties from 2013 to 2014 was driven by fewer renovations at our domestic full service hotels partially offset by an increase in large scale renovation projects at certain international full service hotels.
The decrease in enhancements to existing properties from 2012 to 2013 was driven primarily by the types of enhancements being completed in 2013, which were smaller scale renovations at full service hotels as well as renovations at certain select service hotels, compared to significant renovation activity at certain full service hotels in 2012. Our select service hotel renovations typically do not require the same level of investment as full service hotel renovations because select service hotels generally have fewer rooms, significantly less meeting space and public areas and no ballroom space. The decrease in maintenance expenditures in 2013 compared to 2012 is driven by decreased spending at both full service and select service properties partially offset by an increase in technology spending. The increase in investments in new properties from 2012 to 2013 is driven by increased expenditures for select service hotels partially offset by decreased construction spending on our development of a hotel in Brazil.
Senior Notes
The following table sets forth the principal, maturity and interest rate of our senior unsecured notes described below (collectively, the "Senior Notes"). Interest on the Senior Notes is payable semi-annually.
Description
 
Principal
Amount
3.875% Senior Notes due 2016
 
$
250

6.875% Senior Notes due 2019
 
$
196

5.375% Senior Notes due 2021
 
$
250

3.375% Senior Notes due 2023
 
$
350

Total
 
$
1,046

In the indenture that governs the Senior Notes, we agreed not to:
create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or
enter into any sale and leaseback transactions with respect to our principal properties.
These limitations are subject to significant exceptions.
The indenture also limits our ability to enter into mergers or consolidations or transfer all or substantially all of our assets unless certain conditions are satisfied.
If a change of control triggering event occurs, as defined in the indenture governing the Senior Notes, we will be required to offer to purchase the Senior Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase. We may also redeem some or all of the Senior Notes at any time prior to their maturity at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption plus a make-whole amount.
We are in compliance with all applicable covenants under the indenture governing our Senior Notes as of December 31, 2014.
Revolving Credit Facility
On January 6, 2014, we entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders that amended and restated our prior revolving credit facility to extend the facility's expiration from September 9, 2016 to January 4, 2019. The revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper back-up and permitted investments and acquisitions.

87


During the year ended December 31, 2014, we had proceeds and repayments of $205 million on the revolving credit facility. There were no borrowings under the prior revolving credit facility for the years ended December 31, 2013 and 2012, respectively. There was no outstanding balance on this credit facility at December 31, 2014, or on the prior revolving credit facility at December 31, 2013 and 2012, respectively. We do, however, have $9 million and $104 million in outstanding undrawn letters of credit that we issued under our current and prior revolving credit facility (and reduced the availability thereunder) as of December 31, 2014 and 2013, respectively. As of December 31, 2014, we had available borrowing capacity of $1.5 billion under our revolving credit facility, net of outstanding undrawn letters of credit.
All of our borrowings under our revolving credit facility are guaranteed by substantially all of our material domestic subsidiaries, as defined in the revolving credit facility. All guarantees are guarantees of payment and performance and not of collection. Hotel Investors I, Inc. is an additional borrower under our revolving credit facility.
Interest rates on outstanding borrowings are either LIBOR-based or based on an alternate base rate, with margins in each case based on our credit rating or, in certain circumstances, our credit rating and leverage ratio. As of December 31, 2014, the interest rate for a one month LIBOR borrowing under our revolving credit facility would have been 1.421%, or LIBOR, of 0.171%, plus 1.250%.
Borrowings under our revolving credit facility bear interest, at our option, at either one-, two-, three- or six-month LIBOR plus a margin ranging from 0.900% to 1.750% per annum (plus any mandatory costs, if applicable) or the alternative base rate plus a margin ranging from 0.000% to 0.750% per annum, in each case depending on our credit rating by either S&P or Moody’s or, in certain circumstances, our credit rating and leverage ratio. Borrowings under our swingline subfacility will bear interest at a per annum rate equal to the alternate base rate plus the applicable percentage for revolving loans that are alternate base rate loans. We are also required to pay letter of credit fees with respect to each letter of credit equal to the applicable margin for LIBOR on the face amount of each letter of credit. In addition, we must pay a fronting fee to the issuer of each letter of credit of 0.10% per annum on the face amount of such letter of credit.
The revolving credit facility also provides for a facility fee ranging from 0.100% to 0.250% of the total commitment of the lenders under the revolving credit facility (depending on our credit rating by either S&P or Moody’s). The facility fee is charged regardless of the level of borrowings.
In the event we no longer have a credit rating from either S&P or Moody’s or our rating falls below BBB-/Baa3, with respect to borrowings under our revolving credit facility (a) such borrowings will bear interest at either LIBOR plus 1.500% or 1.750% per annum or the alternative base rate referenced above plus 0.500% or 0.750% per annum, in each case, depending on our leverage ratio and (b) the facility fee will be 0.250%.
Our revolving credit facility contains a number of affirmative and restrictive covenants including limitations on the ability to place liens on our or our direct or indirect subsidiaries’ assets; to merge, consolidate and dissolve; to sell assets; to engage in transactions with affiliates; to change our or our direct or indirect subsidiaries’ fiscal year or organizational documents; and to make restricted payments.
Our revolving credit facility also requires us to meet Leverage Ratio and Secured Funded Debt Ratio financial covenants in each case measured quarterly as defined in our revolving credit facility.
We were in compliance with all applicable covenants as of December 31, 2014.
Letters of Credit
We issue letters of credit either under the revolving credit facility or directly with financial institutions. We had a total of $65 million and $125 million in letters of credit outstanding at December 31, 2014 and 2013, respectively. Included in those totals are $9 million and $104 million in letters of credit issued under the revolving credit facility as of December 31, 2014 and 2013, respectively. Also included in those totals are letters of credit issued directly with financial institutions of $56 million and $21 million at December 31, 2014 and 2013, respectively. The letters of credit issued directly with financial institutions had weighted average fees of 94 basis points at December 31, 2014. The range of maturity on these letters of credit was up to one year as of December 31, 2014.
Other Indebtedness and Future Debt Maturities
We entered into a thirty-year capital lease for the Hyatt Regency Grand Cypress in 2007. During the year ended December 31, 2014, we acquired the Hyatt Regency Grand Cypress for $191 million after exercising our purchase option. This purchase reduced our capital lease obligation, which was recorded in current maturities of long-term debt on our consolidated balance sheets as of December 31, 2013.

88


Excluding the $1,044 million of Senior Notes, all other third-party indebtedness as of December 31, 2014 totaled $346 million.
As of December 31, 2014, $9 million of our outstanding debt will mature in the following twelve months. We believe that we will have adequate liquidity to meet requirements for scheduled maturities.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2014: 
(dollars in millions)
 
 
Payments Due by Period
Total
 
2015
 
2016
 
2017
 
2018
 
2019
 
Thereafter
Debt (1)
$
1,859

 
$
75

 
$
391

 
$
65

 
$
65

 
$
261

 
$
1,002

Capital lease obligations (1)
24

 
3

 
3

 
2

 
2

 
2

 
12

Operating lease obligations
686

 
39

 
36

 
35

 
34

 
39

 
503

Purchase obligations
10

 
10

 

 

 

 

 

Other long-term liabilities (2)
615

 
151

 
68

 
22

 
2

 
2

 
370

Total contractual obligations
$
3,194

 
$
278

 
$
498

 
$
124

 
$
103

 
$
304

 
$
1,887

 
(1)
Includes principal as well as interest payments. Assumes constant foreign exchange rates as of December 31, 2014 for floating rate debt and international debt.
(2)
Primarily consists of deferred compensation plan liabilities and obligations to fund contract acquisition costs, loans to hotel owners or other investments. Excludes $62 million in long-term tax positions due to the uncertainty related to the timing of the reversal of those positions.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements at December 31, 2014 included purchase obligations of $10 million, letters of credit of $65 million and surety bonds of $94 million. These amounts are more fully discussed in “—Sources and Uses of Cash—Revolving Credit Facility and —Letters of Credit”, “—Contractual Obligations” and Note 15 to our consolidated financial statements included in this annual report.
Critical Accounting Policies and Estimates
Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in our consolidated financial statements and accompanying notes.
We believe that of our significant accounting policies, which are described in Note 2 to our consolidated financial statements included in this annual report, the following accounting policies are critical due to the fact that they involve a higher degree of judgment and estimates about the effect of matters that are inherently uncertain. As a result, these accounting policies could materially affect our financial position and results of operations. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the audit committee of the board of directors.

89


Guarantees
We enter into performance guarantees related to certain hotels that we manage or debt repayment guarantees with respect to certain hotels primarily when we also hold an equity investment.  We record a liability for the fair value of these performance and debt repayment guarantees at their inception date. The offset depends on the circumstances in which the guarantee was issued.  We amortize the liability for the fair value of a guarantee into income over the term of the guarantee using a systematic and rational, risk-based approach. Performance guarantees are amortized into income in other income (loss), net in the consolidated income statements and debt repayment guarantees that relate to our equity method investments are amortized into income in equity earnings (losses) from unconsolidated hospitality ventures in the consolidated income statements. On a quarterly basis, we evaluate the likelihood of funding under the guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we will record a separate contingent liability. The expense related to the separate contingent liability is recognized in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures in the period that we determine funding is probable for that period.
Goodwill
As required, we evaluate goodwill for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount. This is done either by performing a qualitative assessment or proceeding to the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the two-step process. When determining fair value, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources. We then compare the estimated fair value of the reporting unit to our carrying value. If the carrying value is in excess of the fair value, we must perform step two in order to determine our implied fair value of goodwill to measure if an impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry. Changes in our allocation approach could result in different measures of implied fair value and impact the final impairment charge, if any.
Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. We had $133 million and $147 million of goodwill as of December 31, 2014 and December 31, 2013, respectively. An adverse change to our fair value estimates could result in an impairment charge, which could be material to our earnings. The Company has seven reporting units on which we have a goodwill balance as of December 31, 2014.
Goodwill is also reviewed for impairment upon the occurrence of a triggering event. If a triggering event is determined to occur, we then apply the two-step method described above. Determining whether or not a triggering event has occurred requires us to apply judgment. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis.
Indefinite-Lived Intangibles
As required, we evaluate indefinite-lived intangibles for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Indefinite-lived intangibles impairment is determined by comparing the fair value of the asset to its carrying amount. This is done either by performing a qualitative or quantitative assessment, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the quantitative analysis. When determining fair value, we primarily utilize the income approach. Under the income approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates and appropriate discount rates based on the weighted average cost of capital. Our estimates of long-term growth are based on historical data, various internal estimates and a variety of external sources.

90


Long-Lived Assets and Definite-Lived Intangibles
We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by performing a recoverability analysis comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain triggering events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, a fair value analysis is prepared and the excess of the net book value over the estimated fair value is charged to earnings. When determining fair value, we use internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs, terminal value growth rate and appropriate discount rates.
As part of the process detailed above we use judgment to:
determine whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis;
determine the projected undiscounted future operating cash flows when necessary. The principal factor used in the undiscounted cash flow analysis requiring judgment is our estimates regarding long-term growth and costs which are based on historical data, various internal estimates and a variety of external sources and are developed as part of our routine, long-term planning process; and
determine the estimated fair value of the respective long-lived asset when necessary. In determining the fair value of a long lived asset, we typically use internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources.
Changes in economic and operating conditions impacting these judgments could result in impairments to our long-lived assets in future periods, which could be material to our earnings. We had $4,731 million and $5,255 million of long-lived assets and definite-lived intangibles as of December 31, 2014 and December 31, 2013, respectively.
Available for Sale Debt Securities
As required, we remeasure the fair value of our available for sale debt securities through other comprehensive income on a quarterly basis. To the extent that there is not a readily available market price for the security, we utilize an option pricing model to estimate the fair value. This model requires that we make certain assumptions and judgments regarding the expected volatility, term, risk free interest rate, and enterprise value. We utilize observable data for a group of comparable peer companies to assist in developing our volatility assumption considering both implied and historic volatility. In selecting the peer companies, we consider business operations, size, stages of development, prospects for growth, and risk. We estimate the expected time-frame until a liquidation event is expected to occur and utilize a zero coupon U.S. Treasury instrument whose term is consistent with our expectations. We utilize a discounted cash flow model which requires that we make various assumptions. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, appropriate discount rates based on the weighted average cost of capital and the terminal value growth rate assumptions. There is inherent uncertainty in our assumptions and fluctuations in these assumptions will result in different estimates of fair value. The changes in fair value from period to period are recorded in other comprehensive income.
Unconsolidated Hospitality Ventures
We record a loss in the value of an unconsolidated hospitality venture that is determined to be an “other than temporary” decline in our consolidated statements of income. We evaluate the carrying value of our unconsolidated hospitality ventures for impairment by comparing the estimated fair value of the venture to the book value when there is an indication that a loss in value has occurred. If the fair value is less than the book value of the unconsolidated hospitality venture, we use our judgment to determine if the decline in value is temporary or other than temporary. The factors we consider when making this determination include, but are not limited to:
length of time and extent of the decline;
loss of value as a percentage of the cost of the unconsolidated hospitality venture;
financial condition and near-term financial projections of the unconsolidated hospitality venture;

91


our intent and ability to retain the unconsolidated hospitality venture to allow for the recoverability of the lost value; and
current economic conditions.
When determining fair value, we use internally developed discounted cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we use various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates.
As part of the process detailed above we use judgment to determine:
whether or not there is an indication that a loss in value has occurred. The final determination of whether a loss in value has occurred is based on our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions and venture-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis;
the estimated fair value of the unconsolidated hospitality venture when necessary. In determining the fair value of an unconsolidated hospitality venture we typically utilize internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future cash flows of the venture, the discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on the unconsolidated hospitality venture’s historical data, various internal estimates and a variety of external sources; and
whether a decline in value is deemed to be other than temporary. The final determination is based on our review of the consideration factors mentioned above, as well as our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions and venture-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis.
Changes in economic and operating conditions impacting these judgments could result in impairments to our unconsolidated hospitality ventures in future periods. We had investments of $334 million and $329 million of unconsolidated hospitality ventures accounted for under the cost and equity method as of December 31, 2014 and December 31, 2013, respectively.
Income Taxes
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). In addition, we are subject to examination of our income tax returns by the IRS and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements.
We adopted the Financial Accounting Standards Board's ("FASB") guidance on uncertain tax positions on January 1, 2007. The guidance prescribes a financial statement recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. Specifically, it clarifies that an entity’s tax benefits must be “more likely than not” of being sustained assuming that its tax reporting positions will be examined by taxing authorities with full knowledge of all relevant information prior to recording the related tax benefit in the financial statements. If the position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. A change in the assessment of the “more likely than not” standard could materially impact our consolidated financial statements.
Stock Compensation
Overview
We utilize our LTIP as a means of attracting, retaining and incentivizing qualified executives, key employees and nonemployee directors to increase our value and continue our efforts to build and sustain growth. As of December 31, 2014, we had authorized 14,375,000 shares of Class A common stock to be issued under the LTIP, of which 6,971,529 shares remain

92


available to be issued. As part of our LTIP, we award Stock Appreciation Rights ("SARs"), Restricted Stock Units ("RSUs") and Performance Vested Restricted Stock ("PSSs").
The following table summarizes by grant date the awards granted since January 1, 2012 under our LTIP, as well as the fair value at the date of grant. 
Grant Date
 
Award Type
 
Number Granted
 
Fair Value
March 2012
 
SARs
 
405,877

 
17.29

March 2012
 
RSUs
 
444,059

 
41.29

March 2012
 
PSSs
 
209,569

 
41.29

June 2012
 
RSUs
 
19,787

 
35.87

October 2012
 
RSUs
 
2,580

 
38.75

December 2012
 
RSUs
 
40,694

 
36.86

March 2013
 
SARs
 
472,003

 
17.95

March 2013
 
SARs
 
54,914

 
18.21

March 2013
 
RSUs
 
453,356

 
43.44

March 2013
 
PSSs
 
218,686

 
43.44

June 2013
 
RSUs
 
2,218

 
40.56

September 2013
 
RSUs
 
13,082

 
45.86

December 2013
 
RSUs
 
2,132

 
46.90

February 2014
 
SARs
 
327,307

 
22.57

February 2014
 
RSUs
 
376,328

 
49.39

February 2014
 
PSSs
 
162,906

 
49.39

September 2014
 
RSUs
 
2,452

 
61.17

The majority of the awards are determined to be classified as equity awards with the fair value being determined on the grant date. We have an insignificant portion of the awards which are expected to be settled in cash and therefore are classified as liabilities. We recognize stock-based compensation expense over the requisite service period of the individual grantee. We currently have issued service condition awards and performance-based awards. We have elected to use the straight-line method of expense attribution for the service condition awards. The performance-based awards were first granted in 2011 and vest based on satisfaction of certain performance targets. The number of PSSs that will ultimately vest and be paid out in Class A common stock will range from 0% to 200% of the target amount stated in each executive officer’s award agreement based upon the performance of the Company relative to the applicable performance target. We use the best available estimate of the future achievement of the performance targets and are currently expensing the 2012 PSS awards at 113% of the target, 2013 PSS awards at 95% of the target, and 2014 PSS awards at 100% of the target, each over the respective three year performance period. The PSSs will vest at the end of the performance period only if a minimum performance target is met; there is no interim performance metric. We will continue to assess the achievement of the performance targets and may adjust the amount of stock-based compensation expense we recognize related to the performance-based awards.
The process of estimating the fair value of stock-based compensation awards and recognizing the associated expense over the requisite service period involves significant management estimates and assumptions.
For SARs grants, we use an estimated forfeiture rate of 0% because only a small group of executives has historically received these awards and we have limited historical data on which to base these estimates. Our estimated forfeiture rate is 3% for RSU awards. We monitor the forfeiture activity to ensure that the current estimate continues to be appropriate. Any changes to this estimate will impact the amount of compensation expense we recognize with respect to any future grants.
We determine the fair value of our stock-settled SARs using the Black-Scholes-Merton (BSM) option-pricing model. Under the BSM option-pricing model, management is required to make certain assumptions, including assumptions relating to the following:
Expected volatility.    Because there is limited trading history for our common stock, we do not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we are using an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation. During 2012 we began incorporating our limited trading

93


history with our peer group's history to obtain our expected volatility of our share price. As we continue to gain more trading history of our common stock, we will continue to phase out our peer group's historical volatility.
Expected term.    The expected term assumption is estimated using the midpoint between the vesting period and the contractual life of each SAR, in accordance with the SEC’s Staff Accounting Bulletin Topic 14, Share-Based Payment.
Risk-free interest rate.    The risk free interest rate is based on the yields of U.S. Treasury instruments with similar expected lives.
Dividend yield.    We have never declared or paid any cash dividends. Consequently, we use an expected dividend yield of zero.
Generally, the expected volatility and expected term assumptions are the main drivers of value under the BSM option-pricing model. Consequently, changes in these assumptions can have a significant impact on the resulting fair value. Due to the limited scope of these awards, a 10% change in the expected volatility or the expected term assumption would result in an immaterial change to the grant date fair value.
The fair value of our SARs granted since January 2010 was estimated using the BSM option pricing model with the following assumptions: 
 
February 13, 2014 Grant
 
March 15, 2013 Grant
 
March 16, 2012 Grant
 
March 16, 2011 Grant
 
May 11, 2010 Grant
 
March 2, 2010 Grant
Expected Volatility
44.32
%
 
40.67
%
 
40.84
%
 
43.39
%
 
46.27
%
 
45.67
%
Expected Life in Years
6.290

 
6.330

 
6.251

 
6.251

 
6.251

 
6.251

Risk-free Interest Rate
1.93
%
 
1.18
%
 
1.49
%
 
2.43
%
 
2.69
%
 
2.75
%
Annual Dividend Yield
%
 
%
 
%
 
%
 
%
 
%
If, in the future, we determine that another method is more reasonable, or, if another method for calculating these input assumptions is prescribed by authoritative guidance, and, therefore, should be used to estimate expected volatility or expected term, the fair value calculated for our stock-based compensation could change significantly. Higher volatility and longer expected term assumptions result in an increase to stock-based compensation expense determined at the date of grant. Stock-based compensation expense affects our selling, general and administrative expense.
Our total unearned compensation under our LTIP program was $2 million and $14 million as of December 31, 2014 and 2013, respectively, for SARs, $15 million and $31 million as of December 31, 2014 and 2013, respectively, for RSUs, and $3 million and $4 million as of December 31, 2014 and 2013, respectively, for PSSs. We will record these amounts to compensation expense primarily over the next two years with respect to SARs, with a limited portion of the SAR awards extending to four years, three years with respect to RSUs, with a limited portion of RSU awards extending over the next six years, and over the next two years with respect to PSSs.
Future Adoption of Accounting Standards
In May 2014, the FASB released Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a single, comprehensive revenue recognition model for contracts with customers. The provisions of ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk primarily from changes in interest rates and foreign currency exchange rates. In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At December 31, 2014, we were a party to hedging transactions including the use of derivative financial instruments, as discussed below.
Interest Rate Risk
In the normal course of business, we are exposed to the impact of interest rate changes due to our borrowing activities. Our objective is to manage the risk of interest rate changes on the results of operations, cash flows, and the market value of our debt by creating an appropriate balance between our fixed and floating-rate debt. Interest rate derivative transactions, including

94


interest rate swaps, are entered into to maintain a level of exposure to interest rate variability that the Company deems acceptable.
After the issuance of our 2015 Notes, we entered into eight $25 million interest rate swap contracts, each of which was set to expire on August 15, 2015. Taken together, these eight interest rate swap contracts effectively converted a total of $200 million of the $250 million 2015 Notes to floating rate debt based on three-month LIBOR plus a fixed rate component. During the year ended December 31, 2012, we terminated four of the eight interest rate swap contracts, for which we received cash payments of $8 million to settle the fair value of the swaps. The cash received from the termination of the four swaps was being amortized as a benefit to interest expense over the remaining term of the 2015 Notes until the notes were redeemed in 2013 and the gain was fully recognized.
During the year ended December 31, 2013, we redeemed all of our 2015 Notes (see Note 10) and settled the four outstanding swap agreements. At the time the 2015 Notes were redeemed, we recognized a gain of $7 million, which included the remaining unamortized benefit from the settlement of the initial four swaps during 2012 of $5 million and a gain on the remaining four swaps of $2 million that were terminated in 2013 in anticipation of the redemption of the 2015 Notes. The gain is included within debt settlement costs in other income (loss), net on the consolidated statements of income. As of December 31, 2014 and December 31, 2013, we held no interest rate swap contracts.
Our fixed percentage of total debt is approximately 95%. This percentage relates only to our gross debt balance and does not include the effect of our floating rate cash investments. We will continue to evaluate our fixed debt as a percentage of total debt and it is possible that this percentage will change in the future.
Foreign Currency Exposures and Exchange Rate Instruments
We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies. These foreign currency exposures typically arise from intercompany loans and other intercompany transactions. The U.S. dollar equivalent of the notional amount of the outstanding forward contracts, the majority of which relate to intercompany loans, with terms of less than one year, is as follows (in U.S. dollars):
(in millions)
December 31, 2014
 
December 31, 2013
Pound Sterling
$
171

 
$
168

Korean Won
32

 
31

Swiss Franc
10

 
27

Canadian Dollar
72

 
3

Total notional amount of forward contracts
$
285

 
$
229

We intend to offset the gains and losses related to our intercompany loans and transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on net income. For the years ended December 31, 2014, 2013 and 2012, the effects of these derivative instruments within other income (loss), net on our consolidated financial statements was a gain of $10 million, a loss of $6 million and a loss of $12 million, respectively. We expect to continue this practice relating to our intercompany loans and transactions, and may also begin to manage the risks associated with other transactional and translational foreign currency volatility within our business.

Item 8.    Financial Statements and Supplementary Data.
The consolidated financial statements and supplementary data required by Item 8 are contained in Item 15 of this annual report and are incorporated herein by reference.
 
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
 
Item 9A.    Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this annual report, an evaluation was carried out under the supervision and with the

95


participation of the Company's management, including its Principal Executive Officer and Principal Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company's Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures, as of the end of the period covered by this annual report, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company's management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
Management's Report on Internal Control Over Financial Reporting.
Management's Report on Internal Control Over Financial Reporting is included in Part IV, Item 15 of this annual report.
Attestation Report of Independent Registered Public Accounting Firm.
The Attestation Report of Independent Registered Public Accounting Firm is included in Part IV, Item 15 of this annual report.
Changes in Internal Control
There has been no change in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B.    Other Information.
None.

96


Part III
 
Item 10.
Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 is incorporated by reference to the information set forth in the Company's definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2014 pursuant to Regulation 14A under the Exchange Act in connection with our 2015 annual meeting of stockholders.
Information required by this Item 10 appears under the captions: “CORPORATE GOVERNANCE - PROPOSAL 1- ELECTION OF DIRECTORS,” “CORPORATE GOVERNANCE - OUR BOARD OF DIRECTORS,” “CORPORATE GOVERNANCE,” “CORPORATE GOVERNANCE - COMMITTEES OF THE BOARD OF DIRECTORS - Nominating and Corporate Governance Committee,” “STOCK - SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” and “CORPORATE GOVERNANCE - COMMITTEES OF THE BOARD OF DIRECTORS - Audit Committee” in the definitive proxy statement. See Part I, “Executive Officers of the Registrant” of this annual report for information regarding executive officers of the Company.
Code of Business Conduct and Ethics
The Company has adopted the Hyatt Hotels Corporation Code of Business Conduct and Ethics (the “Code of Ethics”), which is applicable to all of the Hyatt directors, officers and associates, including the Company's President and Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller and other senior financial officers performing similar functions. The Code of Ethics is posted on the Company's website at http://www.hyatt.com. The Company will furnish a copy of the Code of Ethics to any person, without charge, upon written request directed to: Senior Vice President - Investor Relations, Hyatt Hotels Corporation, 71 South Wacker Drive, Chicago, Illinois 60606. In the event that the Company amends or waives any of the provisions of the Code of Ethics that applies to the Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller and other senior financial officers performing similar functions, the Company intends to disclose the subsequent information on its website.
Item 11.
Executive Compensation.
The information required by this Item 11 is incorporated by reference to the information set forth in the Company's definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2014 pursuant to Regulation 14A under the Exchange Act in connection with our 2015 annual meeting of stockholders.
Information related to this Item 11 appears under the captions: “EXECUTIVE COMPENSATION,” “CORPORATE GOVERNANCE - COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,” “CORPORATE GOVERNANCE - COMPENSATION OF DIRECTORS,” “CORPORATE GOVERNANCE - COMPENSATION COMMITTEE REPORT” and "CORPORATE GOVERNANCE - COMMITTEES OF THE BOARD OF DIRECTORS - Compensation Committee - Compensation Risk Considerations" in the definitive proxy statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 is incorporated by reference to the information set forth in the Company's definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2014 pursuant to Regulation 14A under the Exchange Act in connection with our 2015 Annual Meeting of Stockholders.
Information related to this Item 12 appears under the caption: “STOCK - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in the definitive proxy statement.


97


Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides certain information as of December 31, 2014 about Class A common stock that may be issued under our existing equity compensation plans:

Plan Category
Number of Securities to be  Issued Upon Exercise of Outstanding Options, Warrants and Rights
 
Weighted Average Exercise Price of Outstanding Options
 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities  Reflected in the First Column)
 
Equity Compensation Plans Approved by Security Holders
4,907,598

(1)
$46.39
(2)
7,668,141

(3)
Equity Compensation Plans Not Approved by Security Holders

 

 
1,469,195

(4)
Total
4,907,598

 
$46.39
 
9,137,336

 

(1) Includes (a) SARs to purchase 3,608,560 shares of Class A common stock issued under the LTIP with a weighted average exercise price of $46.39 (calculated on a one-for-one basis), (b) 1,284,466 shares of Class A common stock to be issued upon the vesting of RSUs issued under the LTIP for which no exercise price will be paid (assuming maximum payout of PSS and PSU awards) and (c) 14,572 shares of Class A common stock issued pursuant to the ESPP in connection with the October 2014 to December 2014 purchase period (which shares will be issued in January 2015).
(2) The calculation of weighted average exercise price includes only outstanding SARs.
(3) Includes (a) 6,971,529 shares of Class A common stock that remain available for issuance under the LTIP and (b) 696,612 shares of Class A common stock that remain available for issuance pursuant to the ESPP.
(4) Includes (a) 1,169,195 shares of Class A common stock that remain available for issuance pursuant to the DCP and (b) 300,000 shares of Class A common stock that remain available for issuance pursuant to the FRP.

The DCP and the FRP are non-qualified defined contribution plans. The DCP provides eligible participants employed in the United States with the opportunity to defer a portion of their compensation, to receive employer matching contributions and to receive discretionary employer contributions. Compensation deferred under the DCP as well as matching and discretionary credits, if any, are credited to a participant’s account under the DCP and are held in a rabbi trust, on behalf of the participants. A participant may direct the investment of funds in such participant’s account in certain investment funds. In 2010, certain participants were offered a one-time election to have up to 15% of certain fully vested and nonforfeitable accounts invested in Class A common stock (with the account balances being calculated as of June 1, 2010). In connection with such elections, 30,805 shares of Class A common stock were issued to the trustee of the DCP. The number of shares of Class A common stock to be allocated to each electing participant’s account was determined by dividing the dollar amount of such participant’s elected percentage of their account balances by the closing price of Class A common stock on June 2, 2010. The shares of Class A common stock held in such accounts are held in the trust on behalf of the participant until distributed upon termination of employment. Participants’ accounts under the DCP generally are distributed in cash. However, the portion of the participant’s account invested in Class A common stock will be distributed in shares of Class A common stock. The material terms of the FRP are the same as the material terms of the DCP; however, the FRP includes an employer contribution schedule based on age and years of service. Participants in the FRP are employees located outside of the United States. Participants in the FRP have not been given an election to invest their accounts in Class A common stock due to international securities law considerations. However, the board of directors has reserved 300,000 shares of Class A common stock for issuance under the FRP in the event that participants in the FRP are given such an election in the future.

Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 is incorporated by reference to the information set forth in the Company's definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2014 pursuant to Regulation 14A under the Exchange Act in connection with our 2015 Annual Meeting of Stockholders.
Information related to this Item 13 appears under the captions: “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” and “CORPORATE GOVERNANCE - DIRECTOR INDEPENDENCE” in the definitive proxy statement.

98


Item 14.
Principal Accountant Fees and Services.
The information required by this Item 14 is incorporated by reference to the information set forth in the Company's definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2014 pursuant to Regulation 14A under the Exchange Act in connection with our 2015 Annual Meeting of Stockholders.
Information related to this Item 14 appears under the caption “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the definitive proxy statement.

99


Part IV
 
Item 15.
Exhibits and Financial Statement Schedule.
The following documents are filed as part of this annual report.
(a)
Financial Statements
The following consolidated financial statements are included in this annual report on the pages indicated:  
(b)
Financial Statement Schedule
The following financial statement schedule is included in this annual report on the page indicated:
(c)
Exhibits
The Exhibit Index follows Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2014, 2013 and 2012 and is incorporated herein by reference.


100


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
HYATT HOTELS CORPORATION
 
 
 
 
By:
/s/ Mark S. Hoplamazian
 
 
Mark S. Hoplamazian
 
 
President and Chief Executive Officer
 
 
 
Date: February 18, 2015
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Titles
Date
 
 
 
/s/ Mark S. Hoplamazian
President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)
February 18, 2015
Mark S. Hoplamazian
/s/ Bradley O'Bryan
Senior Vice President, Corporate Controller (Principal Accounting Officer)
February 18, 2015
Bradley O'Bryan
/s/ Thomas J. Pritzker
Executive Chairman of the Board
February 18, 2015
Thomas J. Pritzker
 
/s/  Richard A. Friedman
Director
February 18, 2015
Richard A. Friedman
 
/s/  Susan D. Kronick
Director
February 18, 2015
Susan D. Kronick
 
/s/  Mackey J. McDonald
Director
February 18, 2015
Mackey J. McDonald
 
/s/  Cary D. McMillan
Director
February 18, 2015
Cary D. McMillan
 
/s/  Pamela M. Nicholson
Director
February 18, 2015
Pamela M. Nicholson
 
/s/  Jason Pritzker
Director
February 18, 2015
Jason Pritzker
 
/s/ Michael A. Rocca
Director
February 18, 2015
Michael A. Rocca
 
/s/ Richard C. Tuttle
Director
February 18, 2015
Richard C. Tuttle
 
/s/  James H. Wooten, Jr.
Director
February 18, 2015
James H. Wooten, Jr.
 
/s/  William Wrigley, Jr.
Director
February 18, 2015
William Wrigley, Jr.
 


101


MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Hyatt Hotels Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Hyatt Hotels Corporation’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Hyatt Hotels Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Hyatt Hotels Corporation are being made only in accordance with authorizations of Hyatt Hotels Corporation’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Hyatt Hotels Corporation that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Hyatt Hotels Corporation’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this assessment, management determined that Hyatt Hotels Corporation maintained effective internal control over financial reporting as of December 31, 2014.
Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Hyatt Hotels Corporation’s internal control over financial reporting as of December 31, 2014. That report is included in Item 15 of this Annual Report on Form  10-K. 

/s/ Mark S. Hoplamazian
Mark S. Hoplamazian
President & Chief Executive Officer

F- 1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Hyatt Hotels Corporation
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of Hyatt Hotels Corporation and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Hyatt Hotels Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2015 expressed an unqualified opinion on the Company’s internal control over financial reporting.


/s/ Deloitte & Touche LLP


Chicago, Illinois
February 18, 2015

F- 2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Hyatt Hotels Corporation
Chicago, Illinois

We have audited the internal control over financial reporting of Hyatt Hotels Corporation and subsidiaries (the “Company”) as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2014 of the Company and our report dated February 18, 2015 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Chicago, Illinois
February 18, 2015



F- 3


HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars, except per share amounts)
 
 
2014
 
2013
 
2012
REVENUES:
 
 
 
 
 
Owned and leased hotels
$
2,246

 
$
2,142

 
$
2,021

Management and franchise fees
387

 
342

 
307

Other revenues
75

 
78

 
78

Other revenues from managed properties
1,707

 
1,622

 
1,543

Total revenues
4,415

 
4,184

 
3,949

DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
 
 
 
 
 
Owned and leased hotels
1,691

 
1,629

 
1,549

Depreciation and amortization
354

 
345

 
353

Other direct costs
35

 
32

 
29

Selling, general, and administrative
349

 
323

 
316

Other costs from managed properties
1,707

 
1,622

 
1,543

Direct and selling, general, and administrative expenses
4,136

 
3,951

 
3,790

Net gains and interest income from marketable securities held to fund operating programs
15

 
34

 
21

Equity earnings (losses) from unconsolidated hospitality ventures
25

 
(1
)
 
(22
)
Interest expense
(71
)
 
(65
)
 
(70
)
Gains on sales of real estate and other
311

 
125

 

Asset impairments
(17
)
 
(22
)
 

Other income (loss), net
(17
)
 
17

 
7

INCOME BEFORE INCOME TAXES
525

 
321

 
95

PROVISION FOR INCOME TAXES
(179
)
 
(116
)
 
(8
)
NET INCOME
346

 
205

 
87

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(2
)
 
2

 
1

NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
$
344

 
$
207

 
$
88

EARNINGS PER SHARE—Basic
 
 
 
 
 
Net Income
$
2.26

 
$
1.29

 
$
0.53

Net income attributable to Hyatt Hotels Corporation
$
2.25

 
$
1.30

 
$
0.53

EARNINGS PER SHARE—Diluted
 
 
 
 
 
Net Income
$
2.24

 
$
1.29

 
$
0.53

Net income attributable to Hyatt Hotels Corporation
$
2.23

 
$
1.30

 
$
0.53


See accompanying notes to consolidated financial statements.

F- 4


HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars)

 
2014
 
2013
 
2012
Net income
$
346

 
$
205

 
$
87

Other comprehensive income (loss), net of taxes:
 
 
 
 
 
Foreign currency translation adjustments, net of tax (benefit) expense of $1, $1, and $(3) for the years ended December 31, 2014, 2013, and 2012, respectively
(93
)
 
(8
)
 
29

Unrealized gains on available for sale securities, net of tax (benefit) expense of $2, $1, and $1 for the years ended December 31, 2014, 2013, and 2012, respectively

 
6

 
2

Unrecognized pension cost, net of tax (benefit) expense of $(1), $1, and $- for the years ended December 31, 2014, 2013, and 2012, respectively

 
1

 

Unrealized gains on derivative activity, net of tax (benefit) expense of $1, $-, and $- for the years ended December 31, 2014, 2013, and 2012, respectively
1

 

 
1

Other comprehensive income (loss)
(92
)
 
(1
)
 
32

COMPREHENSIVE INCOME
254

 
204

 
119

COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(2
)
 
2

 
1

COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
$
252

 
$
206

 
$
120




















See accompanying notes to consolidated financial statements.

F- 5


HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2014 and 2013
(In millions of dollars, except share and per share amounts)
 
2014
 
2013
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
685

 
$
454

Restricted cash
359

 
184

Short-term investments
130

 
30

Receivables, net of allowances of $13 and $11 at December 31, 2014 and 2013, respectively
274

 
273

Inventories
17

 
77

Prepaids and other assets
108

 
122

Prepaid income taxes
47

 
12

Deferred tax assets
26

 
11

Assets held for sale
63

 

Total current assets
1,709

 
1,163

Investments
334

 
329

Property and equipment, net
4,186

 
4,671

Financing receivables, net of allowances
40

 
119

Goodwill
133

 
147

Intangibles, net
552

 
591

Deferred tax assets
196

 
198

Other assets
993

 
959

TOTAL ASSETS
$
8,143

 
$
8,177

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Current maturities of long-term debt
$
9

 
$
194

Accounts payable
130

 
133

Accrued expenses and other current liabilities
468

 
411

Accrued compensation and benefits
120

 
133

Liabilities held for sale
3

 

Total current liabilities
730

 
871

Long-term debt
1,381

 
1,289

Other long-term liabilities
1,401

 
1,240

Total liabilities
3,512

 
3,400

Commitments and contingencies (see Note 15)

 

EQUITY:
 
 
 
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding as of December 31, 2014 and 2013

 

Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 37,676,490 outstanding and 37,712,763 issued at December 31, 2014, Class B common stock, $0.01 par value per share, 443,399,875 shares authorized, 111,405,463 shares issued and outstanding at December 31, 2014 and Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 43,584,144 outstanding and 43,620,417 issued at December 31, 2013, Class B common stock, $0.01 par value per share, 444,521,875 shares authorized, 112,527,463 shares issued and outstanding at December 31, 2013
2

 
2

Additional paid-in capital
2,621

 
3,015

Retained earnings
2,165

 
1,821

Treasury stock at cost, 36,273 shares at December 31, 2014 and 2013
(1
)
 
(1
)
Accumulated other comprehensive loss
(160
)
 
(68
)
Total stockholders’ equity
4,627

 
4,769

Noncontrolling interests in consolidated subsidiaries
4

 
8

Total equity
4,631

 
4,777

TOTAL LIABILITIES AND EQUITY
$
8,143

 
$
8,177


See accompanying notes to consolidated financial statements.

F- 6


HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars)
 
2014
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
346

 
$
205

 
$
87

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
354

 
345

 
353

Amortization of share awards
52

 
27

 
22

Deferred income taxes
(28
)
 
(7
)
 
65

Asset impairments
17

 
22

 

Provisions on hotel loans

 
6

 
4

Equity (earnings) losses from unconsolidated hospitality ventures, net of distributions received
54

 
50

 
44

Gains on sales of real estate and other
(311
)
 
(125
)
 

Foreign currency losses
3

 
5

 
3

Net realized gains from other marketable securities

 
(2
)
 
(17
)
Other
(38
)
 
(39
)
 
5

Increase (decrease) in cash attributable to changes in assets and liabilities:
 
 
 
 
 
Restricted cash
(18
)
 
(73
)
 
(1
)
Receivables, net
(28
)
 
(9
)
 
(33
)
Inventories
8

 
3

 
8

Prepaid income taxes
(53
)
 
16

 
8

Accounts payable, accrued expenses and other current liabilities
186

 
71

 
81

Accrued compensation and benefits
(9
)
 
(5
)
 
22

Other long-term liabilities
(19
)
 
(6
)
 
(118
)
Other, net
(43
)
 
(28
)
 
(34
)
Net cash provided by operating activities
473

 
456

 
499

(Continued)
See accompanying notes to consolidated financial statements.

F- 7


HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars)
 
 
2014
 
2013
 
2012
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
Purchases of marketable securities and short-term investments
 
$
(421
)
 
$
(301
)
 
$
(370
)
Proceeds from marketable securities and short-term investments
 
320

 
741

 
467

Contributions to investments
 
(114
)
 
(428
)
 
(90
)
Proceeds from sale of investments
 

 

 
52

Return of investment
 
57

 
86

 
39

Acquisitions, net of cash acquired
 
(548
)
 
(814
)
 
(233
)
Capital expenditures
 
(253
)
 
(232
)
 
(301
)
Issuance of financing receivables
 
(5
)
 

 
(67
)
Proceeds from financing receivables
 
56

 
279

 
18

Proceeds from sales of real estate and other, net of cash disposed
 
1,467

 
601

 
87

Sales proceeds transferred to escrow as restricted cash
 
(870
)
 
(498
)
 
(44
)
Sales proceeds transferred from escrow to cash and cash equivalents
 
714

 
466

 

(Increase) decrease in restricted cash—investing
 
(8
)
 
(9
)
 
1

Other investing activities
 
(22
)
 
(38
)
 
(48
)
Net cash provided by (used in) investing activities
 
373

 
(147
)
 
(489
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
Proceeds from long-term debt, net of issuance costs of $0, $3 and $0, respectively
 
249

 
385

 
10

Repayments of long-term debt
 
(208
)
 
(368
)
 

Repurchase of common stock
 
(443
)
 
(275
)
 
(136
)
Repayment of capital lease obligation
 
(191
)
 

 

Other financing activities
 
(14
)
 
(6
)
 
2

Net cash used in financing activities
 
(607
)
 
(264
)
 
(124
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
 
(8
)
 
(4
)
 
(7
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
231

 
41

 
(121
)
CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR
 
454

 
413

 
534

CASH AND CASH EQUIVALENTS—END OF PERIOD
 
$
685

 
$
454

 
$
413

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
 
 
 
Cash paid during the period for interest
 
$
71

 
$
66

 
$
68

Cash paid during the period for income taxes
 
$
267

 
$
119

 
$
50

Non-cash operating activities are as follows:
 
 
 
 
 
 
Non-cash performance guarantee
 
$

 
$
128

 
$

Non-cash investing activities are as follows:
 
 
 
 
 
 
Non-cash contract acquisition costs
 
$

 
$
128

 
$

Change in accrued capital expenditures
 
$
4

 
$
(7
)
 
$
(40
)
(Concluded)


See accompanying notes to consolidated financial statements.

F- 8


HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars)
 
Total
 
Common Stock Amount
 
Additional Paid-in Capital
 
Retained Earnings
 
Treasury Stock Amount
 
Accumulated Other Comprehensive Loss
 
Noncontrolling Interests in Consolidated Subsidiaries
BALANCE—January 1, 2012
$
4,818

 
$
2

 
$
3,380

 
$
1,526

 
$
(1
)
 
$
(99
)
 
$
10

Total comprehensive income
119

 

 

 
88

 

 
32

 
(1
)
Purchases of shares in noncontrolling interests
(2
)
 

 
(3
)
 

 

 

 
1

Repurchase of common stock
(136
)
 

 
(136
)
 

 

 

 

Directors compensation
1

 

 
1

 

 

 

 

Employee stock plan issuance
3

 

 
3

 

 

 

 

Share based payment activity
18

 

 
18

 

 

 

 

BALANCE—December 31, 2012
$
4,821

 
$
2

 
$
3,263

 
$
1,614

 
$
(1
)
 
$
(67
)
 
$
10

Total comprehensive income
204

 

 

 
207

 

 
(1
)
 
(2
)
Repurchase of common stock
(275
)
 

 
(275
)
 

 

 

 

Directors compensation
2

 

 
2

 

 

 

 

Employee stock plan issuance
3

 

 
3

 

 

 

 

Share based payment activity
22

 

 
22

 

 

 

 

BALANCE—December 31, 2013
$
4,777

 
$
2

 
$
3,015

 
$
1,821

 
$
(1
)
 
$
(68
)
 
$
8

Total comprehensive income
254

 

 

 
344

 

 
(92
)
 
2

Disposals of shares in noncontrolling interests
(4
)
 

 

 

 

 

 
(4
)
Repurchase of common stock
(445
)
 

 
(445
)
 

 

 

 

Directors compensation
2

 

 
2

 

 

 

 

Employee stock plan issuance
3

 

 
3

 

 

 

 

Share based payment activity
45

 

 
45

 

 

 

 

Other
(1
)
 

 
1

 

 

 

 
(2
)
BALANCE—December 31, 2014
$
4,631

 
$
2

 
$
2,621

 
$
2,165

 
$
(1
)
 
$
(160
)
 
$
4



See accompanying notes to consolidated financial statements.



F- 9


HYATT HOTELS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in millions, unless otherwise indicated)
 
1.     ORGANIZATION
Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries (collectively “Hyatt Hotels Corporation”) provide hospitality services on a worldwide basis through the development, management, franchising, licensing and ownership of hospitality related businesses. We develop, own, operate, manage, franchise, license or provide services to a portfolio of properties consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential or vacation properties. As of December 31, 2014, (i) we operated or franchised 280 full service hotels, comprising 113,467 rooms throughout the world, (ii) we operated or franchised 275 select service hotels, comprising 37,638 rooms, of which 263 hotels are located in the United States, and (iii) our portfolio of properties included 5 franchised all inclusive Hyatt-branded resorts, comprising 1,881 rooms. Our portfolio of properties operate in 50 countries around the world and we hold ownership interests in certain of these properties.
As used in these Notes, the terms “Company,” “HHC,” “we,” “us,” or “our” mean Hyatt Hotels Corporation and its consolidated subsidiaries.
As used in these Notes, the term “Pritzker family business interests” means (1) various lineal descendants of Nicholas J. Pritzker (deceased) and spouses and adopted children of such descendants; (2) various trusts for the benefit of the individuals described in clause (1) and trustees thereof; and (3) various entities owned and/or controlled, directly and/or indirectly, by the individuals and trusts described in (1) and (2).

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation—The consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates—We are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.
Revenue Recognition—Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:
Owned and leased hotels revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the consolidated statements of income.
Management and franchise fees earned from hotels managed and franchised worldwide:
Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.
Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.
Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross rooms’ revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.
Other revenues
Other revenues primarily includes revenues from our vacation ownership business, earned through the date of sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all

F- 10


revenue and associated direct expenses were initially deferred and recognized in earnings through the percentage-of-completion method. As a result of the disposition, we entered into a master license agreement with ILG, through which we will earn license fees that are recorded to management and franchise fees in our consolidated statements of income.
Other revenues also include revenues from our co-branded credit card launched in 2010. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner; and (2) the fulfillment or expiration of a card member's activation offer. We receive incentive fees from our third-party partner upon activation of each credit card, which we defer until the associated compensated nights awarded on member activation are redeemed or expired.
Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.
Cash Equivalents—We consider all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.
Restricted Cash—We had restricted cash of $359 million and $184 million at December 31, 2014 and 2013, respectively, which includes:
sales proceeds for like-kind exchange agreements of $143 million and $74 million, respectively, that were placed into an escrow account administered by an intermediary (see Note 8).
reserves statutorily required to be held by our captive insurance subsidiary of $88 million and $74 million, respectively (see Note 15).
proceeds from $27 million and $16 million, respectively, drawn on a loan that are being used for the development of a hotel in Brazil (see Note 10).
$9 million and $10 million, respectively, related to debt service on bonds that were acquired in connection with the acquisition of the entity that owned the Grand Hyatt San Antonio hotel (see Note 10). In addition, we have $9 million and $11 million, respectively, recorded in other assets.
In addition, as of December 31, 2014, restricted cash includes $87 million for the sales of two Canadian hotels, as the Canadian tax regulations require a portion of the proceeds to be classified as restricted (see Note 8). The remaining restricted cash balances of $5 million and $10 million at December 31, 2014 and 2013, respectively, relate to secured real estate taxes, property insurance, escrow deposits on purchases of our vacation ownership intervals, escrow deposits on construction projects, security deposits, property and equipment reserves, and long-term loans. These amounts are invested in interest-bearing accounts.
Investments—We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary as a result of qualitative and/or quantitative characteristics. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity ("VIE") that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for under the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.
We assess investments in unconsolidated affiliates for impairment quarterly. When there is indication that a loss in value has occurred, we evaluate the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, we use our judgment to determine if the decline in value is other-than-temporary. In determining this, we consider factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, our intent and ability to recover the lost value and current economic conditions. Impairments that are deemed other-than-temporary are charged to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
Marketable Securities—Our investments in marketable securities are principally included within short-term investments and other assets in the consolidated balance sheets and are classified as either trading or available-for-sale ("AFS") (see Note 4). Marketable securities are recorded at fair value based on listed market prices or dealer price quotations where

F- 11


available. Listed market prices and dealer price quotations are not available to value our preferred investment, therefore, we utilize an option pricing model, which requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value (see Note 5).
Our marketable securities consist of various types of mutual funds, preferred shares, time deposits, common stock and fixed income securities, including U.S. government obligations, obligations of other government agencies, corporate debt, mortgage-backed and asset-backed securities and municipal and provincial bonds. Realized and unrealized gains and losses on trading securities are reflected in our consolidated statements of income in other income (loss), net. Available-for-sale securities with unrealized gains and losses are reported as part of accumulated other comprehensive loss on the consolidated balance sheets. Realized gains and losses on available-for-sale securities are recognized in other income (loss), net based on the cost of the securities using specific identification. Available-for-sale securities are assessed for impairment quarterly. To determine if an impairment is other-than-temporary, we consider the duration and severity of the loss position, the strength of the underlying collateral, the term to maturity, credit rating and our intent to sell. For debt securities that are deemed other-than-temporarily impaired and there is no intent to sell, impairments are separated into the amount related to the credit loss, which is recorded in our consolidated statements of income and the amount related to all other factors, which is recorded in accumulated other comprehensive loss. For debt securities that are deemed other-than-temporarily impaired and there is intent to sell, impairments in their entirety are recorded on our consolidated statements of income.
Foreign Currency—The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at year-end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders’ equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a long-term nature are generally included in other comprehensive income (loss). Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a long-term nature are included in earnings.
Financing Receivables—We define financing receivables as financing arrangements that represent a contractual right to receive money either on demand or on fixed or determinable dates and that are recognized on our consolidated balance sheets at amortized cost in current and long-term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. We have divided our financing receivables into three portfolio segments based on the level at which we develop and document a systematic methodology to determine the allowance for credit losses. Based on their initial measurement, risk characteristics and our method for monitoring and assessing credit risk, we have determined the class of financing receivables to correspond to our identified portfolio segments, which are as follows:
Secured Financing to Hotel Owners
These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. We determine our secured financing to hotel owners to be non-performing if either interest or principal is greater than 90 days past due based on the contractual terms of the individual mortgage loans.
We individually assess all loans in this portfolio for impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including loan performance, individual market factors, hotel performance, and the collateral of the underlying hotel. We measure loan impairment based on either the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral. The measurement method used is based on which would be most appropriate given the nature of the loan, the underlying collateral, and the facts and circumstances of the individual loan. For impaired loans, we establish a specific loan loss reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.
If we consider secured financing to hotel owners to be non-performing or impaired, we place the financing receivable on non-accrual status. We will recognize interest income when received for non-accruing finance receivables. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed. We write off secured financing to hotel owners when we determine that the loans are uncollectible and when all commercially reasonable means of recovering the loan balances have been exhausted.

F- 12



Vacation Ownership Mortgage Receivables. As of December 31, 2014, we have completed the sale of our vacation ownership business and thus the outstanding balance in vacation ownership mortgage receivables is zero.
These financing receivables were comprised of various mortgage loans related to our financing of vacation ownership interval sales. We recorded an estimate of uncollectibility as a reduction of sales revenue at the time revenue was recognized on a vacation ownership interval sale. We evaluated this portfolio collectively as we held a large group of homogeneous, smaller-balance, vacation ownership mortgage receivables and used a technique referred to as static pool analysis, which tracked uncollectibles over the entire life of those mortgage receivables. We used static pool analysis as the basis for determining our general reserve requirements on our vacation ownership mortgage receivables. The adequacy of the related allowance was determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including defaults, aging and historical write-offs of these receivables. The allowance was maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.
We determined our vacation ownership mortgage receivables to be non-performing if either interest or principal was greater than 120 days past due based on the contractual terms of the individual mortgage loans and would not recognize interest income. We wrote-off vacation ownership mortgage receivables that were over 120 days past due, on the date which we determined the mortgage receivables to be uncollectible.

Unsecured Financing to Hotel Owners
These financing receivables are primarily made up of individual loans and other types of unsecured financing arrangements provided to hotel owners. These financing receivables have stated maturities and interest rates, however, the repayment terms vary and may be dependent upon future cash flows of the hotel. We determine our unsecured financing to hotel owners to be non-performing if interest or principal is greater than 90 days past due or if estimates of future cash flows available for repayment of these receivables indicate that there is a collectibility risk. We do not recognize interest income on non-performing financing arrangements and only resume interest recognition if the financing receivable becomes current.
We individually assess all financing receivables in this portfolio for collectability and impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due according to the contractual terms of the individual loan agreement based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including capital structure, individual hotel performance, and individual financing arrangement. We measure loan impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. The impairment reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.
We write off unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.
Inventories—Inventories are comprised of operating supplies and equipment that have a period of consumption of one year or less, and food and beverage items at our owned and leased hotels at December 31, 2014 and 2013, respectively. As of December 31, 2013, inventories principally was comprised of unsold vacation ownership intervals of $64 million. Due to the sale of our vacation ownership business in the fourth quarter of 2014, we no longer hold inventories of unsold vacation ownership intervals. As of December 31, 2013, vacation ownership inventory was carried at the lower of cost or market, based on relative sales value or net realizable value and was classified as a current asset consistent with recognized industry practice. Based on management's assessment, no impairment charges were recorded related to vacation ownership inventory in 2012, 2013 or in 2014 prior to the sale of this business. Food and beverage and operating and supplies equipment inventories are generally valued at the lower of cost (first-in, first-out) or market.
Property and Equipment—Property and equipment are stated at cost, including interest incurred during development and construction periods. Depreciation and amortization are recognized over the estimated useful lives of the assets, primarily on the straight-line method. All repair and maintenance costs are expensed as incurred.

F- 13


Useful lives assigned to property and equipment are as follows:
Buildings and improvements
15-50 years
Leasehold improvements
The shorter of the lease term or useful life of asset
Furniture and equipment
3-20 years
Computers
3-7 years
Long-Lived Assets and Definite-Lived Intangibles—We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset or definite-lived intangible may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets and definite-lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.
Acquisitions—Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by us have been included in the consolidated statements of income since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, preliminary estimates, options, or commitments specified except as otherwise disclosed in Note 8.
Guarantees—We enter into performance guarantees related to certain hotels that we manage or debt repayment guarantees with respect to certain hotels primarily in which we also hold an equity investment. We record a liability for the fair value of these performance and debt repayment guarantees at their inception date. The corresponding offset depends on the circumstances in which the guarantee was issued. We amortize the liability for the fair value of a guarantee into income over the term of the guarantee using a systematic and rational, risk-based approach. Performance guarantees are amortized into income in other income (loss), net in the consolidated income statements and debt repayment guarantees that relate to our equity method investments are amortized into income in equity earnings (losses) from unconsolidated hospitality ventures in the consolidated statements of income. On a quarterly basis, we evaluate the likelihood of funding under a guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we will record a separate contingent liability. The expense related to the separate contingent liability is recognized in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures in the period that we determine funding is probable for that period. For additional information about guarantees, see Note 15.
Goodwill—As required, we evaluate goodwill for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount. This is done either by performing a qualitative assessment or proceeding to the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the two-step process. When determining fair value, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry. See Note 9 for additional information about goodwill.

F- 14


Indefinite-Lived Intangibles—As required, we evaluate indefinite-lived intangibles for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Indefinite-lived intangibles impairment is determined by comparing the fair value of the asset to its carrying amount. This is done either by performing a qualitative or quantitative assessment, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the quantitative analysis. When determining fair value, we primarily utilize the income approach. Under the income approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates and appropriate discount rates based on the weighted average cost of capital. Our estimates of long-term growth are based on historical data, various internal estimates and a variety of external sources. See Note 9 for additional information about indefinite-lived intangibles.
Income Taxes—We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note 14.
Fair Value—We disclose the fair value of our financial assets and liabilities based on observable market information where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and, therefore, fair values cannot always be determined with precision. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accounting Principles Generally Accepted in the United States of America (“GAAP”) establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. When determining fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the hierarchy are as follows:
Level One—Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;
Level Two—Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability;
Level Three—Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.
We utilize the market approach and income approach for valuing our financial instruments. The market approach utilizes prices and information generated by market transactions involving identical or similar assets and liabilities and the income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items and their close proximity to maturity. For additional information about fair value, see Note 5. The fair value of marketable securities is discussed in Note 4; the fair value of financing receivables is discussed in Note 7; and the fair value of long-term debt is discussed in Note 10.
Hyatt Gold Passport Fund—The Hyatt Gold Passport Program (the “Program”) is our loyalty program. We operate the Program for the benefit of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Program is operated through the Hyatt Gold Passport Fund (the “Fund”), which is owned collectively by the owners of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Fund has been established to provide for the payment of operating expenses and redemptions of member awards associated with the Program. The Fund is maintained and managed by us on behalf of and for the benefit of the Hyatt portfolio of hotels. We have evaluated our investment in the Fund and have determined that the Fund qualifies as a VIE and, as a result of the Company being the primary beneficiary, we have consolidated the Fund.

F- 15


The Program allows members to earn points based on their spending at the Hyatt portfolio of properties. Points earned by members can be redeemed for goods and services at the Hyatt portfolio of properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members’ qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for the Program’s operating costs as incurred, we recognize this revenue from properties at the time such costs are incurred and expensed. We defer revenue received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.
We actuarially determine the expected fair value of the future redemption obligation based on statistical formulas that project the timing of future point redemption based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed. Actual expenditures for the Program may differ from the actuarially determined liability.
The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see Note 4). As of December 31, 2014 and 2013, total assets of the Fund were $429 million and $368 million, respectively, including $145 million and $106 million of current assets, respectively. Marketable securities held by the Fund and included in other non-current assets were $284 million and $262 million as of December 31, 2014 and 2013, respectively (see Note 4). As of December 31, 2014 and 2013, total liabilities of the Fund were $429 million and $368 million, respectively, including $145 million and $106 million of current liabilities, respectively. The current liabilities include $132 million and $94 million of accrued expenses and other current liabilities as of December 31, 2014 and 2013, respectively. The non-current liabilities of the Fund are included in other long-term liabilities (see Note 13).
Recently Issued Accounting Pronouncements
Adopted Accounting Standards
In February 2013, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2013-04 ("ASU 2013-04"), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The provisions of ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not materially impact our consolidated financial statements.
In March 2013, the FASB released Accounting Standards Update No. 2013-05 ("ASU 2013-05"), Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force). ASU 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not materially impact our consolidated financial statements.
In July 2013, the FASB released Accounting Standards Update No. 2013-11 ("ASU 2013-11"), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not materially impact our consolidated financial statements.
In April 2014, the FASB released Accounting Standards Update No. 2014-08 ("ASU 2014-08"), Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations and expands the required disclosures surrounding discontinued operations. The provisions of ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted for disposals that

F- 16


have not been reported in previously issued financial statements. We have elected to early adopt ASU 2014-08 and have no disposals which qualify as discontinued operations.
Future Adoption of Accounting Standards
In May 2014, the FASB released Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a single, comprehensive revenue recognition model for contracts with customers. The provisions of ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.
In June 2014, the FASB released Accounting Standards Update No. 2014-10 (“ASU 2014-10”), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP and it eliminates an exception provided in the consolidation guidance for development stage enterprises. The provisions of ASU 2014-10 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. When adopted, ASU 2014-10 is not expected to materially impact our consolidated financial statements.
In August 2014, the FASB released Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and the related footnote disclosures. The provisions of ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. When adopted, ASU 2014-15 is not expected to materially impact our consolidated financial statements.



3.     EQUITY AND COST METHOD INVESTMENTS
We have investments that are recorded under both the equity and cost methods. These investments are considered to be an integral part of our business and are strategically and operationally important to our overall results. Our equity and cost method investment balances recorded at December 31, 2014 and 2013 are as follows:
 
December 31, 2014
 
December 31, 2013
Equity method investments
$
311

 
$
320

Cost method investments
23

 
9

Total investments
$
334

 
$
329

Of our $334 million total investment balance as of December 31, 2014, $318 million was recorded in our owned and leased hotels segment. Of our $329 million total investment balance as of December 31, 2013, $310 million was recorded in our owned and leased hotels segment.
We recorded $1 million, $50 million, and $1 million of income from our cost method investments for the years ended December 31, 2014, 2013 and 2012, respectively. Gains or losses from cost method investments are recorded within other income (loss), net on our consolidated statements of income, see Note 21.

F- 17


The carrying values and ownership percentages of our unconsolidated investments in hotel properties accounted for under the equity method as of December 31, 2014 and 2013 are as follows:
 
Ownership Interests
 
Our Investment
December 31, 2014
 
December 31, 2013
Wailea Hotel Holdings, LLC
65.8
%
 
$
136

 
$
132

Playa Hotels & Resorts B.V.
23.7
%
 
45

 
50

Juniper Hotels Private Limited
50.0
%
 
34

 
33

Hotel Hoyo Uno (Andaz Mayakoba)
40.0
%
 
20

 
12

Noble I/HY, LLC
40.0
%
 
11

 
14

Denver Downtown Hotel Partners LLC
50.0
%
 
9

 
4

Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara)
50.0
%
 
8

 

Renaissance Centro M Street LLC
33.0
%
 
6

 

PCH Beach Resort, LLC
40.0
%
 
5

 
4

Diamante Resort La Paz
50.0
%
 
5

 
5

Other
 
 
32

 
66

Total
 
 
$
311

 
$
320

The following tables present summarized financial information for all unconsolidated ventures in which we hold an investment that is accounted for under the equity method.
 
Years Ended December 31,
2014
 
2013
 
2012
Total revenues
$
1,192

 
$
978

 
$
979

Gross operating profit
329

 
315

 
313

Income from continuing operations
31

 
17

 
12

Net income
$
31

 
$
17

 
$
12

 
 
December 31,
2014
 
2013
Current Assets
$
476

 
$
556

Noncurrent Assets
2,728

 
2,877

Total Assets
$
3,204

 
$
3,433

Current Liabilities
492

 
519

Noncurrent Liabilities
1,708

 
1,962

Total Liabilities
$
2,200

 
$
2,481

During 2014, we purchased the Hyatt Regency Lost Pines Resort and Spa and adjacent land from a joint venture in which we hold 8.2% interest, for a net purchase price of approximately $164 million. This transaction was accounted for as a step acquisition and we recorded a gain of $12 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income in our owned and leased hotels segment. See Note 8 for further discussion of our acquisition.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Houston/Sugar Land to a third party, for which we received proceeds of $12 million. We recorded a deferred gain of $10 million, which is being amortized over the term of the new management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Regency DFW International Airport and another building to a third party, for which we received proceeds of $19 million. We recorded a deferred gain of $18 million, which is being amortized over the remaining term of the management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.

F- 18


During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Coconut Point to a third party, for which we received proceeds of $5 million. This hotel was sold subject to a new franchise agreement. We recorded a gain of $2 million, which has been recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Austin Downtown to a third party, for which we received proceeds of $28 million. The hotel was sold subject to a franchise agreement. We recorded a gain of $20 million, which has been recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
During 2013, a wholly owned Hyatt subsidiary invested $325 million in Playa Hotels & Resorts B.V. ("Playa"), a company that was formed to own, operate and develop all inclusive resorts, certain of which are or will be Hyatt-branded. Playa issued common shares and preferred shares to Hyatt in return for our investment. Our investment in common shares has been classified as an equity method investment. The investment in preferred shares has been classified as an available for sale debt security and recorded in other assets on the consolidated balance sheets. See Note 4 for further discussion of our preferred investment.
During 2013, we purchased the remaining 70% interest of the entity that owned the Grand Hyatt San Antonio hotel. We accounted for the transaction as a step acquisition, see Note 8 for further discussion of our acquisition.
During 2013, we recorded income from cost method investments of $50 million in other income (loss), net. We received a return of our $63 million investment and a $30 million return on our preferred equity interest in a joint venture that owns the Hyatt Regency New Orleans. Additionally, our partner in the joint venture executed its option to purchase our residual common investment interest in the venture resulting in a $20 million distribution, (see Note 21). The investment was included in our owned and leased hotels segment. We continue to manage the property under the existing management agreement.
During 2013, a joint venture in which we held an interest and classified as an equity method investment within our owned and leased hotels segment, sold the hotel it owned and dissolved the venture. As a result of this transaction, we received a $5 million distribution, which was recorded as a deferred gain and is being amortized over the remaining term of our management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.
During 2012, we sold our interest in two joint ventures classified as equity method investments, which were included in our owned and leased hotels segment, to a third party for $52 million. Each venture owned a hotel that we managed. At the time of the sale we signed agreements with the third-party purchaser to extend our existing management agreements for the hotels owned by the ventures by ten years. A $28 million gain on the sale was deferred and is being amortized over the life of the extended management agreements in management and franchise fees within the Americas management and franchise segment.
During 2014, 2013 and 2012 we recorded $3 million, $3 million and $19 million in total impairment charges in equity earnings (losses) from unconsolidated hospitality ventures, respectively. The impairment charges in 2014 relate to two hospitality venture properties which are accounted for as equity method investments. The impairment charges in 2013 relate to three properties accounted for as equity method investments, two hospitality ventures for which we recorded total impairment charges of $2 million and one that relates to a vacation ownership business for which we recorded an impairment charge of $1 million. The impairment charges in 2012 relate to three properties accounted for as equity method investments, two of which are hospitality ventures, for which we recorded total impairment charges of $18 million and the third relates to a vacation ownership business for which we recorded an impairment charge of $1 million. Impairment charges recognized were the result of our impairment review process, and impairments were recognized when the carrying amount of our assets was determined to exceed the fair value as calculated using discounted operating cash flows and a determination was made that the decline was other than temporary.


F- 19


4.     MARKETABLE SECURITIES
We hold marketable securities to fund certain operating programs and for investment purposes. Marketable securities held to fund operating programs are recorded in prepaids and other assets and other assets. We periodically transfer cash and cash equivalents to time deposits, highly liquid and transparent commercial paper, corporate notes and bonds, and U.S. government obligations and obligations of other government agencies for investment purposes, which are recorded in short-term investments. We also hold investments in preferred stock, which is included within other assets.
Marketable Securities Held to Fund Operating Programs—At December 31, 2014 and 2013, total marketable securities held for the Hyatt Gold Passport Fund (see Note 2) and certain deferred compensation plans (see Note 12), carried at fair value and included in the consolidated balance sheets were as follows: 
 
December 31, 2014
 
December 31, 2013
Marketable securities held by the Hyatt Gold Passport Fund
$
338

 
$
321

Marketable securities held to fund deferred compensation plans
341

 
334

Total marketable securities
$
679

 
$
655

Less current portion of marketable securities held for operating programs included in prepaids and other assets
(54
)
 
(59
)
Marketable securities included in other assets
$
625

 
$
596

Included in net gains and interest income from marketable securities held to fund operating programs in the consolidated statements of income are $3 million, $(1) million and $3 million of realized and unrealized gains (losses) and interest income, net related to marketable securities held by the Hyatt Gold Passport Fund for the years ended December 31, 2014, 2013 and 2012, respectively. Also included are $12 million, $35 million, and $18 million of net realized and unrealized gains related to marketable securities held to fund deferred compensation plans for the years ended December 31, 2014, 2013 and 2012, respectively.
Marketable Securities Held for Investment Purposes—At December 31, 2014 and 2013, our total marketable securities held for investment purposes and included in the consolidated balance sheets were as follows: 
 
December 31, 2014
 
December 31, 2013
Time deposits included in short-term investments
$
130

 
$
30

Playa preferred shares included in other assets
280

 
278

There were no gains (losses) on marketable securities held for investment purposes for the year ended December 31, 2014. Gains on marketable securities held for investment purposes of $2 million and $17 million for the years ended December 31, 2013 and 2012, respectively, are included in other income (loss), net (see Note 21). Included in gains on marketable securities held for investment purposes were gross realized gains and losses on available-for-sale securities of $2 million for the year ended December 31, 2013, and an insignificant amount for the year ended December 31, 2012.
During the year ended December 31, 2013, we invested $271 million in Playa for redeemable, convertible preferred shares. Hyatt has the option to convert its preferred shares into shares of common stock at any time through the later of the second anniversary of the closing of our investment or an initial public offering by Playa. The preferred investment is redeemable at Hyatt's option in August 2021. In the event of an initial public offering or other equity issuance, Hyatt has the option to request that Playa redeem up to $125 million of preferred shares. As a result, we have classified the preferred investment as an available for sale debt security, which is remeasured quarterly at fair value in the consolidated balance sheets through other comprehensive income. See Note 5 for further detail on the fair value of this preferred investment. The fair value of this investment was: 
 
2014
 
2013
Fair value at January 1, recorded in other assets
$
278

 
$

Cost or amortized cost of initial investment

 
271

Gross unrealized gains, recorded to other comprehensive income (loss)
9

 
7

Gross unrealized losses, recorded to other comprehensive income (loss)
(7
)
 

Fair value at December 31, recorded in other assets
$
280

 
$
278



F- 20


5.     FAIR VALUE MEASUREMENT
We have various financial instruments that are measured at fair value including certain marketable securities and derivative instruments. We currently do not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of December 31, 2014 and 2013, we had the following financial assets and liabilities measured at fair value on a recurring basis (see Note 2 for definitions of fair value and the three levels of the fair value hierarchy):
 
December 31, 2014
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Marketable securities recorded in cash and cash equivalents
 
 
 
 
 
 
 
Interest bearing money market funds
$
70

 
$
70

 
$

 
$

Marketable securities included in short-term investments, prepaids and other assets and other assets
 
 
 
 
 
 
 
Mutual funds
341

 
341

 

 

Preferred shares
280

 

 

 
280

Time deposits
130

 

 
130

 

U.S. government obligations
127

 

 
127

 

U.S. government agencies
34

 

 
34

 

Corporate debt securities
128

 

 
128

 

Mortgage-backed securities
23

 

 
23

 

Asset-backed securities
23

 

 
23

 

Municipal and provincial notes and bonds
3

 

 
3

 

Derivative instruments
 
 
 
 
 
 
 
Foreign currency forward contracts
1

 

 
1

 

 
December 31, 2013
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Marketable securities recorded in cash and cash equivalents
 
 
 
 
 
 
 
Interest bearing money market funds
$
71

 
$
71

 
$

 
$

Marketable securities included in short-term investments, prepaids and other assets and other assets
 
 
 
 
 
 
 
Mutual funds
334

 
334

 

 

Preferred shares
278

 

 

 
278

Time deposits
30

 

 
30

 

U.S. government obligations
121

 

 
121

 

U.S. government agencies
46

 

 
46

 

Corporate debt securities
112

 

 
112

 

Mortgage-backed securities
20

 

 
20

 

Asset-backed securities
18

 

 
18

 

Municipal and provincial notes and bonds
4

 

 
4

 

Derivative instruments
 
 
 
 
 
 
 
Foreign currency forward contracts
(3
)
 

 
(3
)
 

During the years ended December 31, 2014 and 2013, there were no transfers between levels of the fair value hierarchy. Our policy is to recognize transfers in and transfers out as of the end of each quarterly reporting period.

F- 21


Marketable Securities
Our portfolio of marketable securities consists of various types of money market funds, mutual funds, preferred shares, time deposits and fixed income securities, including U.S. government obligations, obligations of other U.S. government agencies, corporate debt securities, mortgage-backed securities, asset-backed securities and municipal and provincial notes and bonds. We invest a portion of our cash balance into short-term interest bearing money market funds that have a maturity of less than ninety days. Consequently, the balances are recorded in cash and cash equivalents. The funds are held with open-ended registered investment companies and the fair value of the funds are classified as Level One as we are able to obtain market available pricing information on an ongoing basis. The fair value of our mutual funds was classified as Level One as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. Time deposits included in short-term investments are recorded at par value, which approximates fair value. These are included within short-term investments as a Level Two measurement. The remaining securities, other than our investment in preferred shares, were classified as Level Two due to the use and weighting of multiple market inputs being considered in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. See Note 4 for further details on our marketable securities.
The impact to net income from total gains or losses included in net gains and interest income from marketable securities held to fund operating programs due to the change in unrealized gains or losses relating to assets still held at the reporting date for the years ended December 31, 2014, 2013 and 2012 was insignificant.
We estimated the fair value of the Playa preferred shares using an option pricing model. This model requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value. As Playa is not publicly traded, there is no market value for its stock. Therefore, we utilized observable data for a group of comparable peer companies to assist in developing our volatility assumptions. The expected volatility of Playa’s stock price was developed using weighted average measures of implied volatility and historic volatility for its peer group for a period equal to our expected term of the option. The weighted average risk-free interest rate was based on a zero coupon U.S. Treasury instrument whose term was consistent with the expected term. We anticipate receiving cumulative preferred dividends on our preferred shares; therefore, the expected dividend yield was assumed to be 10% per annum compounding quarterly for two years and increasing to 12% after the second year, with such dividends to be paid-in-kind.
A summary of the significant assumptions used to estimate the fair value of our preferred investment as of December 31, 2014 and 2013 is as follows:
 
December 31, 2014
December 31, 2013
Expected term
0.75 years

2 years

Risk-free Interest Rate
0.19
%
0.38
%
Volatility
43.9
%
47.7
%
Dividend Yield
10
%
10
%

Our valuation considers a number of objective and subjective factors that we believe market participants would consider, including: Playa's business and results of operations, including related industry trends affecting Playa's operations; Playa's forecasted operating performance and projected future cash flows; liquidation preferences, redemption rights, and other rights and privileges of Playa's preferred stock; and market multiples of comparable peer companies.
As of December 31, 2014 and 2013, financial forecasts were used in the computation of the enterprise value using the income approach. The financial forecasts were based on assumed revenue growth rates and operating margin levels. The risks associated with achieving these forecasts were assessed in selecting the appropriate cost of capital. There is inherent uncertainty in our assumptions, and fluctuations in these assumptions will result in different estimates of fair value. Due to the lack of availability in market data, the preferred shares are classified as Level Three. See Note 4 for further details on our marketable securities.
Derivative Instruments
Our derivative instruments are foreign currency exchange rate instruments and interest rate swaps. The instruments are valued using an income approach with factors such as interest rates and yield curves, which represent market observable inputs and are classified as Level Two. Credit valuation adjustments may be made to ensure that derivatives are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our nonperformance risk. During the year ended

F- 22


December 31, 2013, we redeemed all of our 2015 Notes and settled the related outstanding interest rate swaps. See Note 10 for further details on our debt settlement.

6.    PROPERTY AND EQUIPMENT
Property and equipment at cost as of December 31, 2014 and 2013, consists of the following:
 
December 31, 2014
 
December 31, 2013
Land
$
710

 
$
672

Buildings
3,948

 
4,628

Leasehold improvements
226

 
254

Furniture, equipment and computers
1,173

 
1,376

Construction in progress
151

 
86

 
6,208

 
7,016

Less accumulated depreciation
(2,022
)
 
(2,345
)
Total
$
4,186

 
$
4,671

Depreciation expense was $324 million, $320 million, and $327 million for the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of capital leased assets at December 31, 2014 and 2013, is $14 million and $223 million, respectively, which is net of accumulated depreciation of $7 million and $80 million, respectively. During the year ended December 31, 2014, we exercised our purchase option under the capital lease to acquire the Hyatt Regency Grand Cypress for $191 million.
During 2014, we acquired property and equipment of $386 million in the acquisition of the Park Hyatt New York and property and equipment of $207 million in the acquisition of Hyatt Regency Lost Pines Resort and Spa and adjacent land. During 2014, we sold four full service hotels, fifty-two select service hotels, and Hyatt Residential Group, which included a full service hotel, which in the aggregate had property and equipment of $883 million. Additionally, during the fourth quarter of 2014, we committed to sell Hyatt Regency Indianapolis to a third party and classified the $47 million of property and equipment as assets held for sale at December 31, 2014. See Note 8 for further details on the acquisitions and dispositions in 2014.
Interest capitalized as a cost of property and equipment totaled $7 million, $8 million and $4 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is recorded net in interest expense. The year ended December 31, 2014 includes a $13 million charge to asset impairments in the consolidated statements of income, related to an impairment of property and equipment recorded in our owned and leased hotels segment. The year ended December 31, 2013 includes an $11 million charge to asset impairments in the consolidated statements of income, related to an impairment of property and equipment recorded in our owned and leased hotels segment.

7.    FINANCING RECEIVABLES
We have divided our financing receivables, which include loans and other financing arrangements, into three portfolio segments based on their initial measurement, risk characteristics and our method for monitoring or assessing credit risk. These portfolio segments correspond directly with our assessed class of receivables and are as follows:
Secured Financing to Hotel OwnersThese financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. These loans at December 31, 2014 and December 31, 2013 include financing provided to certain franchisees for the renovation and conversion of certain franchised hotels. These franchisee loans accrue interest at fixed rates ranging between 5.0% and 5.5%.
Unsecured Financing to Hotel Owners—These financing receivables are primarily made up of individual unsecured loans and other types of financing arrangements provided to hotel owners. Our other financing receivables have stated maturities and interest rates. However, the expected repayment terms may be dependent on the future cash flows of the hotels and these instruments, therefore, are not considered loans as the repayment dates are not fixed or determinable. Because the other types of financing arrangements are not considered loans, we do not include them in our impaired loans analysis. Since these receivables may come due earlier than the stated maturity date, the expected maturity dates have been excluded from the maturities table below.

F- 23


Vacation Ownership Mortgages Receivables—These financing receivables are comprised of various mortgage loans related to our financing of vacation ownership interval sales. In the fourth quarter of 2014, we sold our vacation ownership business, therefore the outstanding balance in Vacation Ownership Mortgage Receivables is zero at December 31, 2014.
The three portfolio segments of financing receivables and their balances at December 31, 2014 and 2013 are as follows:
 
December 31, 2014
 
December 31, 2013
Secured financing to hotel owners
$
39

 
$
39

Vacation ownership mortgage receivables at various interest rates with varying payments through 2031

 
44

Unsecured financing to hotel owners
102

 
147

 
141

 
230

Less allowance for losses
(100
)
 
(103
)
Less current portion included in receivables, net
(1
)
 
(8
)
Total long-term financing receivables, net
$
40

 
$
119

Financing receivables held by us as of December 31, 2014 are scheduled to mature as follows:
Year Ending December 31,
Secured Financing to Hotel Owners
2015
$
39

2016 and Thereafter

Total
39

Less allowance
(13
)
Net financing receivables
$
26

Allowance for Losses and Impairments
We individually assess all loans in the secured financing to hotel owners portfolio and the unsecured financing to hotel owners portfolio for impairment. During the years ended December 31, 2014, 2013, and 2012, we assessed the vacation ownership mortgage receivables portfolio, which consists entirely of loans, for impairment on an aggregate basis. In addition to loans, we include other types of financing arrangements in unsecured financing to hotel owners which we do not assess individually for impairment. However, we regularly evaluate our reserves for these other financing arrangements and record provisions in the financing receivables allowance as necessary. Impairment charges for loans within all three portfolios and reserves related to our other financing arrangements are recorded as provisions in the financing receivables allowance. We consider the provisions on all of our portfolio segments to be adequate based on the economic environment and our assessment of the future collectability of the outstanding loans.
The following tables summarize the activity in our financing receivables allowance for the years ended December 31, 2014 and 2013:
 
Secured Financing
 
Vacation Ownership
 
Unsecured Financing
 
Total
Allowance at January 1, 2014
$
13

 
$
7

 
$
83

 
$
103

   Provision

 
1

 
6

 
7

   Write-offs

 
(1
)
 

 
(1
)
   Other adjustments*

 
(7
)
 
(2
)
 
(9
)
Allowance December 31, 2014
$
13

 
$

 
$
87

 
$
100

* Other adjustments to vacation ownership receivables includes removal of the allowance recorded in connection with the sale of our vacation ownership business.


F- 24


 
Secured Financing
 
Vacation Ownership
 
Unsecured Financing
 
Total
Allowance at January 1, 2013
$
7

 
$
9

 
$
83

 
$
99

  Provisions
6

 

 
7

 
13

  Write-offs

 
(2
)
 
(4
)
 
(6
)
  Other adjustments

 

 
(3
)
 
(3
)
Allowance at December 31, 2013
$
13

 
$
7

 
$
83

 
$
103

 
 
 
 
 
 
 
 
During the year ended December 31, 2012, we recorded provisions of $6 million and $13 million for vacation ownership mortgage receivables and unsecured financing to hotel owners, respectively. We recorded no provisions for receivables within our secured financing to hotel owners portfolio segment.
We routinely evaluate loans within financing receivables for impairment. To determine whether an impairment has occurred, we evaluate the collectability of both interest and principal. A loan is considered to be impaired when the Company determines that it is probable that we will not be able to collect all amounts due under the contractual terms. We do not record interest income for impaired loans unless cash is received, in which case the payment is recorded to other income (loss), net in the accompanying consolidated statements of income. We did not record any impairments to financing receivables during the year ended December 31, 2014. During the year ended December 31, 2013, we recorded an allowance of $6 million for loans to hotel owners that we deemed to be impaired, which was recognized within other income (loss), net in the accompanying consolidated statements of income. During the year ended December 31, 2012, we recorded an allowance of $10 million for loans and wrote off a fully impaired loan of $3 million. The gross value of our impaired loans and related reserve increases, outside of impairments recognized, due to the accrual and related reserve of interest income on these loans.
An analysis of our loans included in secured financing to hotel owners and unsecured financing to hotel owners had the following impaired amounts at December 31, 2014 and 2013, all of which had a related allowance recorded against them:
Impaired Loans
December 31, 2014
 
Gross Loan Balance (Principal and Interest)
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Loan Balance
Secured financing to hotel owners
$
39

 
$
39

 
$
(13
)
 
$
39

Unsecured financing to hotel owners
52

 
37

 
(52
)
 
52

Impaired Loans
December 31, 2013
 
Gross Loan Balance (Principal and Interest)
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Loan Balance
Secured financing to hotel owners
$
39

 
$
39

 
$
(13
)
 
$
40

Unsecured financing to hotel owners
51

 
37

 
(51
)
 
52

Interest income recognized on these impaired loans within other income (loss), net on our consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 was as follows:
Interest Income
 
Years Ended December 31,
 
2014
 
2013
 
2012
Secured financing to hotel owners
$
2

 
$
2

 
$
2

Unsecured financing to hotel owners

 

 
2


F- 25


Credit Monitoring
On an ongoing basis, we monitor the credit quality of our financing receivables based on payment activity.
Past-due Receivables—We determine financing receivables to be past-due based on the contractual terms of each individual financing receivable agreement.
Non-Performing Receivables—Receivables are determined to be non-performing based upon the following criteria: (1) if interest or principal is more than 90 days past due for secured financing to hotel owners and unsecured financing to hotel owners; (2) if interest or principal is more than 120 days past due for vacation ownership mortgage receivables; or (3) if an impairment charge has been recorded for a loan or a provision established for our other financing arrangements. For the years ended December 31, 2014 and 2013, no interest income was accrued for secured financing to hotel owners and unsecured financing to hotel owners more than 90 days past due. For the year ended December 31, 2013, no interest income was accrued for vacation ownership receivables more than 120 days past due, and insignificant interest income was accrued for vacation ownership receivables past due more than 90 days but less than 120 days.
If a financing receivable is non-performing, we place the financing receivable on non-accrual status. We only recognize interest income when received for financing receivables on non-accrual status. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed.
The following tables summarize our aged analysis of past-due financing receivables by portfolio segment, the gross balance of financing receivables greater than 90 days past-due and the gross balance of financing receivables on non-accrual status as of December 31, 2014 and December 31, 2013:
Analysis of Financing Receivables
December 31, 2014
 
Receivables Past Due
 
Greater than 90 Days Past Due
 
Receivables on Non-Accrual Status
Secured financing to hotel owners
$

 
$

 
$
39

Unsecured financing to hotel owners*
3

 
3

 
87

Total
$
3

 
$
3

 
$
126

Analysis of Financing Receivables
December 31, 2013
 
Receivables Past Due
 
Greater than 90 Days Past Due
 
Receivables on Non-Accrual Status
Secured financing to hotel owners
$

 
$

 
$
39

Vacation ownership mortgage receivables
2

 

 

Unsecured financing to hotel owners*
3

 
3

 
82

Total
$
5

 
$
3

 
$
121

* Certain of these receivables have been placed on non-accrual status and we have recorded allowances for these receivables based on estimates of future cash flows available for payment of these financing receivables. However, a majority of these payments are not past due.

F- 26


Fair Value—We estimated the fair value of financing receivables to approximate $43 million and $130 million as of December 31, 2014 and December 31, 2013, respectively. We estimated the fair value of financing receivables using discounted cash flow analysis based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified our financing receivables as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
29

 
$

 
$

 
$
29

Unsecured financing to hotel owners
15

 
14

 

 

 
14

 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other
Observable Inputs
(Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
28

 
$

 
$

 
$
28

Vacation ownership mortgage receivable
37

 
38

 

 

 
38

Unsecured financing to hotel owners
64

 
64

 

 

 
64


8.    ACQUISITIONS, DISPOSITIONS, AND DISCONTINUED OPERATIONS
We continually assess and execute strategic acquisitions and dispositions to complement our current business.
Acquisitions
Hyatt Regency Lost Pines Resort and Spa—We hold an 8.2% interest in the entity which owned the Hyatt Regency Lost Pines Resort and Spa and adjacent land prior to acquisition. Accordingly, we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the year ended December 31, 2014, we purchased the hotel and adjacent land from the joint venture for a net purchase price of approximately $164 million. As part of the acquisition, we assumed debt of $69 million, which includes a $3 million debt premium (see Note 10). This transaction has been accounted for as a step acquisition and we recorded a gain of $12 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

F- 27


The following table summarizes the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed, which are recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
7

Receivables
4

Inventories
1

Property and equipment
207

Goodwill
17

Intangibles
4

Deferred tax assets
1

Total assets
241

 
 
Current portion of long-term debt
4

Current liabilities
8

Long-term debt
65

Total liabilities
77

Total net assets acquired
$
164

The purchase price allocation for this acquisition created goodwill of $17 million at the date of acquisition, of which $15 million is deductible for tax purposes. The goodwill is attributable to securing Hyatt's long-term presence in this strategic property. The definite-lived intangibles relate to $4 million of advanced bookings, which are being amortized over a useful life of 14 months. The purchase of the Hyatt Regency Lost Pines Resort and Spa has been designated as replacement property in a like-kind exchange.
Park Hyatt New York—During the year ended December 31, 2014, we acquired the recently constructed Park Hyatt New York for a purchase price of approximately $392 million, including $1 million of cash. Of the $391 million net purchase price, significant assets acquired include $386 million of property and equipment, $3 million of inventories, and $2 million of prepaids and other assets, which have been recorded in our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as the purchase of Park Hyatt New York has been designated as replacement property in a like-kind exchange.
Grand Hyatt San Antonio—We previously held a 30% interest and had a $7 million investment in the entity which owned the Grand Hyatt San Antonio hotel prior to acquisition. Accordingly, we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the year ended December 31, 2013, we purchased the remaining 70% interest in this entity for $16 million and the repayment of $44 million of mezzanine debt that was held at the hospitality venture prior to our acquisition. This transaction has been accounted for as a step acquisition, which resulted in a $1 million loss on our previously held equity investment that was recorded in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income. During the year ended December 31, 2014, we recorded revisions to our initial purchase price allocation.

F- 28


The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
1

Restricted cash
10

Property and equipment
226

Goodwill
7

Intangibles
10

Other assets
11

Total assets
265

 
 
Current liabilities
11

Deferred tax liability
2

Long-term debt, net of bond discount
186

Total liabilities
199

     Total net assets acquired
$
66

The purchase price allocation for this acquisition created goodwill of $7 million at the date of acquisition. Goodwill of $12 million is deductible for tax purposes. The definite-lived intangibles are comprised of $9 million of lease related intangibles and $1 million of advanced bookings. The lease related intangibles are being amortized over a weighted average useful life of 79 years and the advanced bookings are being amortized over a useful life of 4 years. As a result of our completion of this step acquisition, we recorded a $2 million reduction to our existing deferred tax asset related to Grand Hyatt San Antonio, resulting in a net deferred tax asset of $5 million, which relates primarily to property and equipment and intangibles. As part of the acquisition, we assumed outstanding Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B, see Note 10. We also wrote-off $11 million of contract acquisition costs, which has been recorded on our consolidated statements of income within our Americas management and franchising segment, see Note 9.
Hyatt Regency Orlando —During the year ended December 31, 2013, we acquired The Peabody in Orlando, Florida for a total purchase price of approximately $716 million.
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
2

Prepaids and other current assets
3

Property and equipment
678

Intangibles
39

Total assets
722

 
 
Current liabilities
6

Total liabilities
6

     Total net assets acquired
$
716

The $716 million purchase price consists of $678 million of property and equipment, which have been included in our owned and leased hotels segment, $8 million of definite-lived intangibles, which have been included in our owned and leased hotels segment, and $31 million of definite-lived intangibles, which have been included in our Americas management and franchising segment. The definite-lived intangibles are comprised of $31 million of management intangibles and $8 million of advanced bookings that are being amortized over a useful life of 20 years and 7 years, respectively. The fair value asset allocation determined that the purchase price approximated the fair value of the assets acquired and there was no goodwill. We began managing this property in the year ended December, 31, 2013, as the Hyatt Regency Orlando. See "Like-Kind Exchange Agreements" below, as the purchase of Hyatt Regency Orlando was designated as a replacement property in a like-kind exchange.

F- 29


The Driskill—During the year ended December 31, 2013, we acquired The Driskill hotel in Austin, Texas ("The Driskill") for a purchase price of approximately $85 million. The Driskill has a long-standing presence in a market which we view as a key location for our guests. Due to the iconic nature of the hotel and its membership in the Historic Hotels of America and Associated Luxury Hotels International, we chose to retain The Driskill name. Of the total $85 million purchase price, significant assets acquired consist of $72 million of property and equipment, a $7 million indefinite-lived brand intangible, a $5 million management intangible and $1 million of other assets which have been included primarily in our owned and leased hotels segment.
Hyatt Regency Birmingham—During the year ended December 31, 2012, we acquired the Hyatt Regency Birmingham in the United Kingdom for a total purchase price of approximately $44 million, including $1 million of cash. Of the total purchase price of $44 million, $38 million was property and equipment and the remaining assets acquired relate to working capital, all of which have been recorded in our owned and leased hotels segment. The fair value asset allocation determined that the purchase price approximated the fair value of the property and equipment acquired and there was no goodwill.
Hyatt Regency Mexico City—During the year ended December 31, 2012, we acquired all of the outstanding shares of capital stock of a company that owned a full service hotel in Mexico City, Mexico in order to expand our presence in the region. The total purchase price was approximately $202 million. As part of the purchase, we acquired cash and cash equivalents of $12 million, resulting in a net purchase price of $190 million. We began managing this property during the second quarter of 2012 as the Hyatt Regency Mexico City.
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed for Hyatt Regency Mexico City as of the acquisition date, primarily in our owned and leased hotels segment (in millions):
Cash and cash equivalents
$
12

Other current assets
4

Land, property, and equipment
190

Intangibles
12

Goodwill
29

Total assets
247

 
 
Current liabilities
4

Other long-term liabilities
41

Total liabilities
45

     Total net assets acquired
$
202

The acquisition created goodwill of $29 million at the date of acquisition, which is not deductible for tax purposes and is recorded within our owned and leased hotels segment. The definite-lived intangibles, which are substantially comprised of management intangibles, are being amortized over a weighted average useful life of 17 years. The other long-term liabilities consist of a $41 million deferred tax liability, the majority of which relates to property and equipment.
Dispositions
Hyatt Place 2014—During the year ended December 31, 2014, we sold five Hyatt Place properties located in Texas and North and South Carolina for a total of $51 million, net of closing costs, to unrelated third parties. These transactions resulted in pre-tax gains of approximately $13 million. The Company entered into long-term franchise agreements with the purchasers of the hotels. The gains have been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale were held as restricted for use in a potential like-kind exchange.
Park Hyatt Toronto—During the year ended December 31, 2014, we sold Park Hyatt Toronto for $88 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $49 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Due to Canadian tax regulations, $41 million of the proceeds have been classified as restricted cash on our consolidated balance sheets as of December 31, 2014.

F- 30


Hyatt Regency Vancouver—During the year ended December 31, 2014, we sold Hyatt Regency Vancouver for $116 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $64 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Due to Canadian tax regulations, $46 million of the proceeds have been classified as restricted cash on our consolidated balance sheets as of December 31, 2014.
Hyatt Place, Hyatt House 2014—During the year ended December 31, 2014, we sold thirty-eight select service properties for a total of $581 million, net of closing costs, to an unrelated third party. This transaction resulted in a pre-tax gain of approximately $153 million. The Company entered into long-term franchise agreements with the purchaser of the hotels. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale of twenty-one of the hotels have been used in a like-kind exchange and proceeds from the sale of six of the hotels have been held as restricted for use in a potential like-kind exchange.
Park Hyatt Washington—During the year ended December 31, 2014, we sold Park Hyatt Washington for $97 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $57 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Residential Group—During the year ended December 31, 2014, we sold our vacation ownership business, which included an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel, to an unrelated third party for approximately $220 million, net of working capital adjustments, resulting in a pre-tax gain of $80 million. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. We have entered into a master license agreement with the purchaser and will receive recurring annual license fees under this agreement, which will be recorded in management and franchise fees within our corporate and other segment on our consolidated statements of income. The Hyatt Residence Club and the vacation ownership resorts will retain the Hyatt Residence Club brand. The operating results and financial position of Hyatt Residential Group prior to the sale remain primarily within our corporate and other segment.
Hyatt, Hyatt Place, Hyatt House 2014—During the year ended December 31, 2014, we sold nine select service properties and one full service property for a total of $311 million, net of closing costs, to an unrelated third party. In connection with the sale, we transferred net cash and cash equivalents of $1 million, resulting in a net sales price of $310 million. This transaction resulted in a pre-tax gain of approximately $65 million. The properties will remain Hyatt-branded hotels for a minimum of 25 years under long-term agreements. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
The Hyatt Place 2014 and the Hyatt Place, Hyatt House 2014 dispositions noted above contributed to the significant change in the number of our franchised outlets during the year, which increased from 187 properties as of December 31, 2013 to 253 properties as of December 31, 2014.
Hyatt Key West—During the year ended December 31, 2013, we sold Hyatt Key West for $74 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $61 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Andaz Napa—During the year ended December 31, 2013, we sold Andaz Napa for $71 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $27 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.

F- 31


Andaz Savannah—During the year ended December 31, 2013, we sold Andaz Savannah for $42 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $4 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below.
Hyatt Regency Denver Tech—During the year ended December 31, 2013, we sold Hyatt Regency Denver Tech for $59 million, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the purchaser of the hotel. The sale resulted in a pre-tax gain of $26 million, which has been recognized in gains on sales of real estate and other on our consolidated statements of income for the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Regency Santa Clara—During the year ended December 31, 2013, we sold Hyatt Regency Santa Clara for $91 million, net of closing costs, to an unrelated third party, and entered into a long-term management agreement with the purchaser of the property. At the time of the sale, the transaction resulted in an insignificant loss, which has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2013. As part of the sale agreement, we achieved an additional earn-out of $6 million based on the hotel's performance in 2013. This payment was received during the year ended December 31, 2014. The gain is being deferred and recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Fisherman's Wharf—During the year ended December 31, 2013, we sold Hyatt Fisherman's Wharf for $100 million, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of $55 million, which has been recognized in gains on sales of real estate and other on our consolidated statements of income for the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Santa Barbara—During the year ended December 31, 2013, we sold Hyatt Santa Barbara for $60 million, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of $44 million, which has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.
Hyatt Place 2013—During the year ended December 31, 2013, we sold four Hyatt Place properties for a combined $68 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of approximately $4 million. The Company retained long-term management agreements with the purchaser of the hotels. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contracts, within our Americas management and franchising segment. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below.
Artwork—During the year ended December 31, 2013, we sold artwork to an unrelated third party and recognized a pre-tax gain of $29 million which was recognized in other income (loss), net on our consolidated statements of income, see Note 21. See "Like-Kind Exchange Agreements" below.
Hyatt Place and Hyatt House 2012—During 2012, we sold seven Hyatt Place properties and one Hyatt House property for a combined $87 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $14 million. The Company entered into long-term management agreements with the purchaser of the hotels. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contracts, within our Americas management and franchising segment. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See “Like-Kind Exchange Agreements,” below.
As a result of certain of the above-mentioned dispositions, we have agreed to provide indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire, or until the agreed upon contract terms expire.

F- 32


Like-Kind Exchange Agreements
Periodically, we enter into like-kind exchange agreements upon the disposition of certain hotels. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by an intermediary. The proceeds are recorded to restricted cash on our consolidated balance sheets and released once they are utilized as part of a like-kind exchange agreement or when a like-kind exchange agreement is not completed within the allowable time period.
In conjunction with the 2014 sale of five Hyatt Place properties we entered into like-kind exchange agreements with an intermediary. Pursuant to the like-kind exchange agreements, the combined net proceeds of $51 million from the sales of these hotels were placed into an escrow account administered by an intermediary. Accordingly, we classified net proceeds of $51 million related to the properties as restricted cash on our consolidated balance sheets as of December 31, 2014.
In conjunction with the sale of thirty-eight select service properties during the year ended December 31, 2014, we entered into a like-kind exchange agreements with an intermediary for twenty-seven of the select service hotels. During the year ended December 31, 2014, we classified net proceeds of $403 million from the sale of these twenty-seven properties as restricted cash. Of this total, we released net proceeds of $311 million related to twenty-one of the select service hotels from restricted cash as they were utilized as part of the like-kind exchange agreement to acquire the Park Hyatt New York. Accordingly, we classified net proceeds of $92 million related to the remaining six properties as restricted cash on our consolidated balance sheets as of December 31, 2014.
In conjunction with the 2014 sale of the Park Hyatt Washington we entered into a like-kind exchange agreement with an intermediary. Pursuant to the like-kind exchange agreement, the net proceeds of $97 million from the sale of this hotel were placed into an escrow account administered by an intermediary. During the year ended December 31, 2014, these net proceeds were utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Grand Cypress (see Note 11).
In conjunction with the sale of nine select service properties and one full service property during the year ended December 31, 2014, we entered into a like-kind exchange agreement with an intermediary for seven of the select service hotels. During the year ended December 31, 2014, we recorded and released net proceeds of $232 million from restricted cash as they were utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Orlando.
In conjunction with the 2013 sales of Andaz Napa, Hyatt Regency Denver Tech, Hyatt Regency Santa Clara, Hyatt Fisherman's Wharf, and Hyatt Key West, we entered into like-kind exchange agreements with an intermediary. Pursuant to the like-kind exchange agreements, the combined net proceeds of $395 million from the sales of these hotels were placed into an escrow account administered by an intermediary. During the year ended December 31, 2013, $321 million of these net proceeds were utilized in a like-kind exchange agreement to acquire the Hyatt Regency Orlando and $74 million of the net proceeds were classified as restricted cash on our consolidated balance sheets as of December 31, 2013. During the year-ended December 31, 2014, the net proceeds of $74 million were released from restricted cash as they were also utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Orlando.
In conjunction with the 2013 sale of Andaz Savannah, we entered into a like-kind exchange agreement with an intermediary. Pursuant to the like-kind exchange agreement, the net proceeds of $42 million from the sale of this hotel were placed into an escrow account administered by an intermediary. During 2013, we released the net proceeds as suitable replacement property was not identified in order to complete the exchange.
During the year ended December 31, 2013, we recorded and released the net proceeds of $23 million from the first quarter 2013 sales of two of the four Hyatt Place properties discussed above and released the net proceeds from the 2012 sales of four Hyatt Place properties of $44 million from restricted cash on our consolidated balance sheets, as suitable replacement property was not identified in order to complete the exchange.
In conjunction with the second quarter 2013 sale of artwork, we placed proceeds received into restricted cash pursuant to a like-kind exchange agreement administered by an intermediary. We used a portion of the proceeds to fund artwork purchases and released the remaining amount from restricted cash.
Assets Held For Sale
During 2014, we committed to a plan to sell the Hyatt Regency Indianapolis and classified the related assets and liabilities within our owned and leased hotels segment as held for sale at December 31, 2014. Assets held for sale related to this full service hotel were $63 million, of which $47 million related to property and equipment, net and $14 million related to goodwill. Liabilities held for sale were $3 million. The sale was announced in February 2015 (see Note 22).

F- 33


9.    GOODWILL AND INTANGIBLE ASSETS
The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013:
 
Owned and Leased Hotels
 
Americas Management and Franchising
 
Other
 
Total*
Balance as of January 1, 2013
 
 
 
 
 
 
 
Goodwill
$
189

 
$
33

 
$
4

 
$
226

Accumulated impairment losses
(93
)
 

 

 
(93
)
Goodwill, net
96

 
33

 
4

 
133

Activity during the year
 
 
 
 
 
 
 
Goodwill acquired
14

 

 

 
14

Balance as of December 31, 2013
 
 
 
 
 
 
 
Goodwill
203

 
33

 
4

 
240

Accumulated impairment losses
(93
)
 

 

 
(93
)
Goodwill, net
$
110

 
$
33

 
$
4

 
$
147

Activity during the year
 
 
 
 
 
 
 
Goodwill acquired
10

 

 

 
10

Goodwill disposed or held for sale
(14
)
 

 
(4
)
 
(18
)
Foreign exchange**
(4
)
 

 

 
(4
)
Impairment losses
(2
)
 

 

 
(2
)
Balance as of December 31, 2014
 
 
 
 
 
 
 
Goodwill
195

 
33

 

 
228

Accumulated impairment losses
(95
)
 

 

 
(95
)
Goodwill, net
$
100

 
$
33

 
$

 
$
133

*
The ASPAC management and franchising and EAME/SW Asia management segments contained no goodwill balances as of December 31, 2014 and 2013, respectively.
** Foreign exchange translation adjustments related to the goodwill associated with Hyatt Regency Mexico City.
During the year ended December 31, 2014, the acquisition of the Hyatt Regency Lost Pines Resort and Spa and adjacent land created goodwill of $17 million, which was recorded within our owned and leased hotels segment (see Note 8) and we revised our initial purchase price allocation related to the acquisition of Grand Hyatt San Antonio, resulting in a $7 million decrease in goodwill recorded within our owned and leased hotels segment (see Note 8). Additionally, during the year ended December 31, 2014, we classified $14 million of goodwill related to the Hyatt Regency Indianapolis as held for sale (see Note 8). At December 31, 2014, our indefinite-lived brand intangible acquired as part of the 2013 acquisition of The Driskill was $7 million (see Note 8).
Definite-lived intangible assets primarily include contract acquisition costs, acquired franchise and management intangibles, lease related intangibles, and advanced booking intangibles. Contract acquisition costs and franchise and management intangibles are generally amortized on a straight-line basis over their contract terms, which range from approximately 5 to 40 years and 20 to 30 years, respectively. Lease related intangibles are amortized on a straight-line basis over the lease term. Advanced bookings are generally amortized on a straight-line basis over the period of the advanced bookings.

F- 34


The following is a summary of intangible assets at December 31, 2014 and 2013:
 
December 31, 2014
 
Weighted Average Useful Lives
 
December 31, 2013
Contract acquisition costs
$
355

 
26

 
$
348

Franchise and management intangibles
156

 
24

 
170

Lease related intangibles
143

 
111

 
155

Advanced booking intangibles
12

 
5

 
8

Brand intangible
7

 

 
7

Other
8

 
11

 
8

 
681

 
 
 
696

Accumulated amortization
(129
)
 
 
 
(105
)
Intangibles, net
$
552

 
 
 
$
591

Amortization expense relating to intangible assets for the years ended December 31, 2014, 2013, and 2012 was as follows:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Amortization Expense
$
30

 
$
25

 
$
26

Amortization expense of $1 million and $7 million was recognized in 2013 and 2012, respectively, related to the accelerated amortization of an intangible asset.
We estimate amortization expense for definite-lived intangibles for the years 2015 through 2019 to be:
Years Ending December 31,
 
2015
$
29

2016
25

2017
24

2018
24

2019
23

During the fourth quarters of 2014, 2013 and 2012, we performed our annual impairment review of goodwill and our indefinite-lived brand intangible. Definite-lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. During the years ended December 31, 2014, 2013 and 2012, we recorded no indefinite-lived intangible asset impairment charges. During the years ended December 31, 2014, 2013, and 2012, we recorded the following impairment charges, which are included in asset impairments on the consolidated statements of income:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Goodwill
$
2

 
$

 
$

Definite-lived intangibles
2

 
11

 

The goodwill impairment charge recognized in 2014 was recorded within our owned and leased hotels segment. During the year ended December 31, 2014, we recorded a $2 million impairment charge of franchise intangibles which was recorded within our Americas management and franchising segment. For the year ended December 31, 2013, we wrote-off $11 million of contract acquisition costs related to the entity that owned the Grand Hyatt San Antonio hotel, in connection with our acquisition of the interests in the entity that owned the hotel. This charge has been recorded within our Americas management and franchising segment.


F- 35


10.    DEBT
Debt as of December 31, 2014 and 2013 consists of the following:
 
December 31, 2014
 
December 31, 2013
$250 million senior unsecured notes maturing in 2016—3.875%
250

 
249

$196 million senior unsecured notes maturing in 2019—6.875%
196

 
196

$250 million senior unsecured notes maturing in 2021—5.375%
250

 
250

$350 million senior unsecured notes maturing in 2023—3.375%
348

 
347

Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A
124

 
130

Contract Revenue Bonds, Senior Taxable Series 2005B
63

 
70

Floating average rate construction loan
73

 
32

Senior secured term loan
68

 

Revolving credit facility

 

Other (various, maturing through 2015)
1

 
1

Long-term debt before capital lease obligations
1,373

 
1,275

Capital lease obligations
17

 
208

Total long-term debt
1,390

 
1,483

Less current maturities
(9
)
 
(194
)
Total long-term debt, net of current maturities
$
1,381

 
$
1,289

Under existing agreements, maturities of debt for the next five years and thereafter are as follows:
Years Ending December 31,
 
2015
$
9

2016
316

2017
2

2018
2

2019
197

Thereafter
864

Total
$
1,390

Senior Notes—As of December 31, 2014 and 2013, we had four series of senior unsecured notes, as further defined below, (the "Senior Notes"). Interest on the Senior Notes is payable semi-annually. We may redeem all or a portion of the Senior Notes at any time at 100% of the principal amount of the Senior Notes redeemed together with the accrued and unpaid interest, plus a make-whole amount, if any. The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. A summary of the terms of the Senior Notes, by year of issuance, is as follows:
In 2009, we issued $250 million of 5.750% senior notes due 2015, at an issue price of 99.460% (the “2015 Notes”), and $250 million of 6.875% senior notes due 2019, at an issue price of 99.864% (the “2019 Notes”). We received net proceeds of approximately $495 million from the sale of the 2015 Notes and the 2019 Notes after deducting discounts and offering expenses payable by the Company of approximately $3 million. The proceeds were used to reduce outstanding hotel loans and for general corporate purposes.
In 2011, we issued $250 million of 3.875% senior notes due 2016, at an issue price of 99.571% (the “2016 Notes”), and $250 million of 5.375% senior notes due 2021, at an issue price of 99.846% (the “2021 Notes”). We received net proceeds of approximately $494 million from the sale of the 2016 Notes and the 2021 Notes, after deducting discounts and offering expenses payable by the Company of approximately $4 million, with any remaining proceeds intended to be used for general corporate purposes.
In 2013, we issued and sold $350 million of 3.375% Senior Notes due 2023 at an issue price of 99.498% (the “2023 Notes” and together with the 2015 Notes, the 2016 Notes, the 2019 Notes and the 2021 Notes, the “Senior Notes”). We received net proceeds of $345 million from the sale of the 2023 Notes, after deducting discounts and offering expenses payable by the Company of approximately $3 million. We used the net proceeds to pay the redemption price (as described below) in connection with the redemption of the 2015 Notes and to repurchase the 2019 Notes tendered in the cash tender offer, with any remaining proceeds intended to be used for general corporate purposes.

F- 36


Senior Secured Term Loan—During the year ended December 31, 2014, we acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture, and as a result we recorded $69 million of debt, including the $3 million premium, which is being amortized over the life of the loan. The construction loan was originally entered into on August 30, 2004 in the amount of $74 million. The interest on the loan is fixed at a rate of 7.27%, and the loan has a maturity date of June 5, 2016.
Capital Lease Obligation—During the year ended December 31, 2014, we acquired the Hyatt Regency Grand Cypress for $191 million after exercising our purchase option. This purchase reduced our capital lease obligation, which was recorded in current maturities of long-term debt on our consolidated balance sheets as of December 31, 2013. The purchase of the Hyatt Regency Grand Cypress was used as a replacement property in a like-kind exchange (see Note 8).
Debt Redemption—During the year ended December 31, 2013, we redeemed all of our outstanding 2015 Notes, of which an aggregate principal amount of $250 million was outstanding. The redemption price, which was calculated in accordance with the terms of the 2015 Notes and included principal plus a make-whole premium, was $278 million.
After the issuance of our 2015 Notes, we entered into eight $25 million interest rate swap contracts. During the year ended December 31, 2012, we terminated four of the eight interest rate swap contracts, for which we received cash payments of $8 million to settle the fair value of the swaps. The cash received from the termination of the four swaps was being amortized from the settlement date as a benefit to interest expense over the remaining term of the 2015 Notes. During the year ended December 31, 2013, we settled the remaining four outstanding interest rate swap agreements. At the time the 2015 Notes were redeemed, we recognized a gain of $7 million, which included the remaining unamortized benefit of $5 million from the settlement of the initial four swaps during 2012 and a gain of $2 million on the remaining four swaps that were terminated in 2013 in anticipation of the 2015 Notes redemption. The gain is included within debt settlement costs in other income (loss), net on the consolidated statements of income.
Tender Offer— During the year ended December 31, 2013, we completed a cash tender offer (the "cash tender offer") for any and all of our 2019 Notes, of which an aggregate principal amount of $250 million was outstanding. We purchased $54 million aggregate principal amount of 2019 Notes in the cash tender offer at a purchase price of $66 million, which included premiums payable in connection with the cash tender offer. Following the cash tender offer, $196 million aggregate principal amount of 2019 Notes remains outstanding.
Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B —During the year ended December 31, 2013, we acquired our partner's interest in the entity that owned the Grand Hyatt San Antonio hotel, and as a result, we consolidated $198 million of bonds, net of the $9 million bond discount, which is being amortized over the life of the bonds. The construction was financed in part by The City of San Antonio, Texas Convention Center Hotel Finance Corporation ("Texas Corporation"), a non-profit local government corporation created by the City of San Antonio, Texas for the purpose of providing financing for a portion of the costs of constructing the hotel. On June 8, 2005, the Texas Corporation issued $130 million of original principal amount Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A ("Series 2005A Bonds") and $78 million of original principal amount Contract Revenue Bonds, Senior Taxable Series 2005B ("Series 2005B Bonds"). The Series 2005A Bonds mature between 2034 and 2039, with interest ranging from 4.75% to 5.00% and the remaining $66 million of Series 2005B Bonds mature between 2015 and 2028, with interest ranging from 4.9% to 5.31%. The loan payments are required to be funded solely from net operating revenues of the Grand Hyatt San Antonio hotel and in the event that net operating revenues are not sufficient to pay debt service, the Texas Corporation under certain circumstances will be required to provide certain tax revenue to pay debt service on the 2005 Series bonds. The indenture allows for optional early redemption of the Series 2005B bonds subject to make-whole payments at any time with consent from the Texas Corporation and beginning in 2015 for the Series 2005A Bonds. Interest is payable semiannually.
Floating Average Rate Construction Loan —During the year ended December 31, 2012, we obtained a secured construction loan with Banco Nacional de Desenvolvimento Econômico e Social - BNDES (“BNDES”) in order to develop a hotel in Brazil. The loan is split into four separate sub-loans with different interest rates for each such sub-loan. All four sub-loans mature in 2023, with options to extend the maturity up to 2031 for sub-loan (a) and (b), subject to the fulfillment of certain conditions. Borrowings under the four sub-loans bear interest at the following rates, depending on the applicable sub-loan (a) the variable rate published by BNDES plus 2.92%, (b) the Brazilian Long Term Interest Rate - TJLP plus 3.92%, (c) 2.5% and (d) the Brazilian Long Term Interest Rate - TJLP, with the interest rates referred to in sub-loans (a) and (b) subject to reduction upon the delivery of certain certifications. As of December 31, 2014, the weighted average interest rates for the subloans that we have drawn upon is 8.34%. The outstanding balance of the subloan subject to the interest rate described in (a) above is subject to adjustment on a daily basis based on BNDES’s calculation of the weighted average of exchange rate variations related to foreign currency funds raised by BNDES in foreign currency. As of December 31, 2014, we had borrowed Brazilian Real ("BRL") 193 million, or $73 million, against this construction loan of which BRL 71 million, or $27 million, has

F- 37


not yet been utilized in construction and is therefore held in restricted cash. As of December 31, 2013, we had borrowed BRL 75 million, or $32 million, against this construction loan of which BRL 37 million, or $16 million, had not yet been utilized in construction and was therefore held in restricted cash.
Revolving Credit Facility—As of January 6, 2014, we entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders that amended and restated our prior revolving credit facility and provides for a $1.5 billion senior unsecured revolving credit facility that matures in January 2019. Interest rates on outstanding borrowings are either LIBOR-based or based on an alternate base rate, with margins in each case based on our credit rating or, in certain circumstances, our credit rating and leverage ratio. During the year ended December 31, 2014, we had proceeds and repayments of $205 million on the revolving credit facility. As of December 31, 2014, the interest rate for a one month LIBOR borrowing would have been 1.421%, or LIBOR of 0.171%, plus 1.250%. There was no outstanding balance on this credit facility at December 31, 2014 or at December 31, 2013. At December 31, 2014 and 2013, we had entered into various letter of credit agreements for $9 million and $104 million, respectively, which reduced our available capacity under the revolving credit facility. The available line of credit on our revolving credit facility at December 31, 2014 was $1.5 billion.
The Company also has a total of $56 million and $21 million of letters of credit issued through additional banks as of December 31, 2014 and 2013, respectively.
Debt Covenants —The revolving credit facility contains financial covenants requiring that certain financial measures be met such as not exceeding a maximum ratio of debt to earnings before interest, tax, depreciation and amortization (EBITDA), or adherence to a maximum secured debt to gross property and equipment ratio.
We issued our Senior Notes under an indenture with covenants that limit our ability and the ability of certain of our subsidiaries to create liens on principal property, enter into sale and leaseback transactions with respect to principal property and enter into mergers or consolidations or transfer all or substantially all our assets.
We are in compliance with all covenants at December 31, 2014.
Fair Value—We estimated the fair value of debt, excluding capital leases, which consists of our Senior Notes and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. We estimated the fair value of our other long-term debt instruments using discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the availability of market data, we have classified our other long-term debt as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Debt, excluding capital lease obligations
$
(1,373
)
 
$
(1,479
)
 
$

 
$
(1,319
)
 
$
(160
)
 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Debt, excluding capital lease obligations
$
(1,275
)
 
$
(1,296
)
 
$

 
$
(1,263
)
 
$
(33
)


F- 38


11.    LEASES
We lease hotels and equipment under a combination of capital and operating leases, which generally require us to pay taxes, maintenance, and insurance. Most of the leases contain renewal options, which enable us to retain use of the facilities in desirable operating areas.
The operating leases for the majority of our leased hotels call for the calculation of rental payments to be based on a percentage of the operating profit of the hotel, as defined by contract. As a result, future lease payments related to these leases are contingent upon operating results and are not included in the table below.
Additionally, we lease office space for our corporate headquarters and regional offices. Future lease payments related to these leases are included in the table below.
The future minimum lease payments due in each of the next five years and thereafter are as follows:
Years Ending December 31,
Operating Leases
 
Capital Leases
2015
$
39

 
$
3

2016
36

 
3

2017
35

 
2

2018
34

 
2

2019
39

 
2

Thereafter
503

 
12

Total minimum lease payments
$
686

 
$
24

Less amount representing interest
 
 
7

Present value of minimum lease payments
 
 
$
17

Hyatt Regency Grand Cypress—During the twelve months ended December 31, 2014, we exercised our option to purchase the Hyatt Regency Grand Cypress for $191 million. This purchase reduced our capital lease obligation (see Note 10).
Corporate Office Space—During the years ended December 31, 2014, 2013 and 2012, we recorded $0, $6 million loss and $2 million gain, respectively, related to sublease agreements based on terms of our existing master leases, which was recognized within other income (loss), net in the accompanying consolidated statements of income. We have sublease agreements with certain related parties at the Hyatt Center and total minimum rentals to be received in the future under these non-cancelable operating subleases as of December 31, 2014 are $8 million through 2020. See Note 18 for further discussion on related-party lease agreements.
The leases for our corporate headquarters expire in 2016 and 2020. During the year ended December 31, 2014, in anticipation of the expiration of these leases, we entered into a new lease within a to be constructed office building nearby for a term of 17 years, commencing on January 1, 2018. The future lease payments related to this new lease are included in the future minimum operating lease payments shown above.
A summary of rent expense from continuing operations for all operating leases is as follows:
 
2014
 
2013
 
2012
Minimum rentals
$
35

 
$
32

 
$
26

Contingent rentals
49

 
47

 
36

Total
$
84

 
$
79

 
$
62


F- 39


The Company leases retail space at its owned hotel locations under operating leases. The future minimum lease receipts scheduled to be received in each of the next five years and thereafter are as follows:
Years Ending December 31,
Amount
2015
$
24

2016
21

2017
20

2018
16

2019
13

Thereafter
68

Total minimum lease receipts
$
162


12.    EMPLOYEE BENEFIT PLANS
Defined Benefit Plans—We sponsor supplemental executive retirement plans consisting of funded and unfunded defined benefit plans for certain former executives. Retirement benefits are based primarily on the former employees’ salary, as defined, and are payable upon satisfaction of certain service and age requirements as defined by the plans.
The following table shows the change in benefit obligation and the change in fair value of plan assets as of December 31, 2014 and 2013 (the measurement dates), for the unfunded U.S. plan:
 
2014
 
2013
Change in benefit obligation:
 
 
 
Benefit obligation—beginning of year
$
19

 
$
21

Interest cost
1

 
1

Actuarial (gain) loss
1

 
(2
)
Benefits paid
(1
)
 
(1
)
Benefit obligation—end of year
$
20

 
$
19

Change in plan assets:
 
 
 
Fair value of plan assets—beginning of year
$

 
$

Actual return on plan assets

 

Benefits paid

 

Employer contributions

 

Fair value of plan assets—end of year
$

 
$

Funded status at end of year
$
(20
)
 
$
(19
)
Accumulated benefit obligation
$
20

 
$
19

Amounts recognized in the consolidated balance sheets as of December 31, 2014 and 2013:
 
2014
 
2013
Accrued current benefit liability
$
(1
)
 
$
(1
)
Accrued long-term benefit liability
(19
)
 
(18
)
Funded status
$
(20
)
 
$
(19
)
Amounts recognized in accumulated other comprehensive loss of the unfunded U.S. defined benefit plan at December 31, 2014 and 2013, consist entirely of unrecognized net losses of $8 million and $7 million, respectively.
There are estimated to be insignificant amounts of unrecognized net losses that will be amortized into net periodic benefit cost over the next fiscal year.
Refer to the table below for costs related to the unfunded U.S. plan.
The weighted average assumptions used in the measurement of our benefit obligation as of December 31, 2014 and 2013 (the measurement dates), for the unfunded U.S. plan are as follows:
 
2014
 
2013
Discount rate
3.65
%
 
4.40
%

F- 40


The weighted average assumptions used in the measurement of our net cost as of December 31, 2014, 2013, and 2012 (the measurement dates), for the unfunded U.S. plan are as follows:
 
2014
 
2013
 
2012
Discount rate
4.40
%
 
3.50
%
 
4.10
%
Rate of compensation increase
%
 
%
 
%
As of December 31, 2014, the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, are disclosed below. The expected benefits are estimated based on the same assumptions used to measure our benefit obligation at the end of the year and include benefits attributable to estimated future employee service as follows:
Year Ending December 31,
 
2015
$
1

2016
1

2017
1

2018
1

2019
1

2020-2024
6

Total
$
11

Defined Contribution Plans—We provide retirement benefits to certain qualified employees under the Retirement Savings Plan (a qualified plan under Internal Revenue Code Section 401(k)), the Field Retirement Plan (a nonqualified plan), and other similar plans. We record expenses related to the Retirement Savings Plan based on a percentage of qualified employee contributions on stipulated amounts; a substantial portion of these contributions are included in the other revenues from managed properties and other costs from managed properties lines in the consolidated statements of income as the costs of these programs are largely related to employees located at lodging properties managed by us and are therefore paid for by the property owners. Refer to the table below for costs related to these plans.
Deferred Compensation Plans—Historically, we provided nonqualified deferred compensation for certain employees through several different plans. In 2010, these plans were consolidated into the one Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"). Contributions and investment elections are determined by the employees. The Company also provides contributions according to preapproved formulas. A portion of these contributions relate to hotel property level employees, which are reimbursable to us and are included in the other revenues from managed properties and other costs from managed properties lines in the consolidated statements of income. As of December 31, 2014 and 2013, the DCP is fully funded in a rabbi trust. The assets of the DCP are primarily invested in mutual funds, which are recorded in other assets in the consolidated balance sheets (see Note 4). The related deferred compensation liability is recorded in other long-term liabilities (see Note 13). Refer to the table below for costs related to the DCP.
 
Years Ended December 31,
 
2014
 
2013
 
2012
Defined benefit plan
$
1

 
$
1

 
$
1

Defined contribution plans
35

 
33

 
35

Deferred compensation plans
5

 
5

 
4

Employee Stock Purchase Program—In 2010, the Company’s stockholders approved the Hyatt Hotels Corporation Employee Stock Purchase Program (“ESPP”), which is designed to qualify under Section 423 of the Internal Revenue Code. The ESPP provides eligible employees with the opportunity to purchase shares of the Company’s common stock on a quarterly basis through payroll deductions at a price equal to 95% of the fair market value on the last trading day of each quarter. Enrollment occurs prior to the commencement of the quarter with elections being deducted from payroll during the quarter and the actual purchase of stock is completed subsequent to the quarter close. At the inception of the plan there were 1,000,000 shares reserved for issuance under the ESPP which has been deemed to be non-compensatory. Approximately 56,000 shares and 71,000 shares were issued under the ESPP during 2014 and 2013, respectively.

F- 41


Multi-Employer Pension Plans—Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below:
 
 
 
 
Pension Protection Act Zone Status
 
Contributions
Pension Fund
 
EIN/Pension Plan Number
 
2014
 
2013
 
2014
 
2013
 
2012
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund
 
13-1764242/001
 
Green (1)
 
Yellow (2)
 
$
4

 
$
4

 
$
4

National Retirement Fund
 
13-6130178/001
 
Red (1)
 
Red (2)
 
3

 
3

 
2

Other Funds
 
Various
 
 
 
 
 
5

 
4

 
4

Total Contributions
 
 
 
 
 
 
 
$
12

 
$
11

 
$
10

(1) As of January 1, 2014
(2) As of January 1, 2013
Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June 30, 2019. Our contributions did not exceed 5% of the total contributions to the pension fund in 2014, 2013, or 2012. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.
Eligible employees at our owned hotels in Atlanta and Chicago participate in the National Retirement Plan. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on January 31, 2015 and August 31, 2018 for Atlanta and Chicago, respectively. Our contributions did not exceed 5% of the total contributions to the pension fund in 2013 or 2012. At the date these financial statements were issued, Forms 5500 for the National Retirement Plan were not available for the plan year ending in 2014 and therefore we were not able to confirm that our contributions did not exceed 5% of the total contributions. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.
Multi-Employer Health Plans—Certain employees are covered by union sponsored multi-employer health plans pursuant to agreements between us and various unions. The plan benefits can include medical, dental and life insurance for eligible participants and retirees. Our contributions to these plans, which were expensed during 2014, 2013, and 2012, were approximately $12 million, $12 million and $10 million, respectively.

13.    OTHER LONG-TERM LIABILITIES
Other long-term liabilities at December 31, 2014 and 2013, consist of the following:
 
December 31, 2014
 
December 31, 2013
Deferred gains on sales of hotel properties
$
383

 
$
192

Deferred compensation plans (see Note 12)
341

 
334

Hyatt Gold Passport Fund (see Note 2)
284

 
262

Guarantee liabilities (see Note 15)
110

 
133

Deferred income taxes (see Note 14)
66

 
74

Other accrued income taxes (see Note 14)
62

 
90

Defined benefit plans (see Note 12)
19

 
18

Deferred incentive compensation plans
3

 
4

Other
133

 
133

Total
$
1,401

 
$
1,240

 

F- 42



14.    INCOME TAXES
Our tax provision includes federal, state, local, and foreign income taxes. The domestic and foreign components of income before income taxes for the three years ended December 31, 2014, 2013 and 2012 are as follows:
 
2014
 
2013
 
2012
U.S. income before tax
$
493

 
$
256

 
$
18

Foreign income before tax
32

 
65

 
77

Income before income taxes
$
525

 
$
321

 
$
95

The provision (benefit) for income taxes from continuing operations for the three years ended December 31, 2014, 2013 and 2012 is comprised of the following:
 
2014
 
2013
 
2012
Current:
 
 
 
 
 
Federal
$
164

 
$
85

 
$
(76
)
State
7

 
14

 
(17
)
Foreign
36

 
24

 
36

Total Current
$
207

 
$
123

 
$
(57
)
Deferred:
 
 
 
 
 
Federal
$
(10
)
 
$
(11
)
 
$
52

State
(6
)
 
9

 
15

Foreign
(12
)
 
(5
)
 
(2
)
Total Deferred
$
(28
)
 
$
(7
)
 
$
65

Total
$
179

 
$
116

 
$
8

The following is a reconciliation of the statutory federal income tax rate to the effective tax rate from continuing operations reported in the financial statements:
 
2014
 
2013
 
2012
Statutory U.S. federal income tax rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes—net of federal tax benefit
3.4

 
4.8

 
(0.3
)
Foreign and U.S. tax effects attributable to foreign operations
1.7

 
(0.4
)
 
(27.4
)
Tax contingencies
(2.6
)
 
0.2

 
(10.3
)
Change in valuation allowances
(1.0
)
 

 
(66.3
)
Adjustments to deferred tax assets
(1.5
)
 

 
75.4

General business credits
(0.4
)
 
(1.3
)
 
(2.5
)
Equity based compensation
0.4

 
1.1

 
2.0

Other
(0.9
)
 
(3.2
)
 
2.7

Effective income tax rate
34.1
 %
 
36.2
 %
 
8.3
 %
The 2014 effective tax rate is lower than the U.S. statutory rate of 35% primarily due to a net $14 million benefit related to tax contingencies, and an $8 million benefit for an adjustment to certain deferred tax assets. These benefits are partially offset by the effect of state taxes on U.S. earnings. The $14 million benefit related to tax contingencies is derived primarily from a benefit of $13 million (including $7 million of interest and penalties) due to statute expiration on state tax filing positions, an expense of $5 million due to a new uncertain tax position and a benefit of $4 million related to the expiration of statutes in foreign jurisdictions.
Significant items that affect the 2013 effective tax rate included the impact of state taxes on U.S. earnings, a $4 million benefit for an adjustment to certain deferred tax assets, a benefit of $3 million (including $1 million interest) related to the settlement of tax audits and a benefit of $4 million relating to changes of statutory rates in some of our foreign jurisdictions. Additional benefits arose from foreign earnings taxed at rates lower than the U.S. statutory rate.
Significant items that affect the 2012 tax rate included a benefit of $26 million related to the recognition of foreign tax credits, a release of $6 million in reserves for interest related to our treatment for expensing certain renovation costs in prior years and a benefit of $3 million from a reduction in statutory tax rates enacted by foreign jurisdictions during the year.

F- 43


Additional benefits include $6 million (including $4 million interest) resulting from the settlement of state tax audits as well a benefit of $6 million (including $3 million interest and penalties) related to the favorable settlement of our U.S. federal tax audit. These benefits are partially offset by a provision of $7 million resulting from a reduction in the deferred tax assets of certain non-consolidated investments and a provision of $8 million (including $3 million interest and penalties) for uncertain tax positions in foreign jurisdictions. In addition a deferred tax asset of $64 million related to foreign net operating losses and a corresponding full valuation allowance was eliminated due to the restructuring of a foreign subsidiary.
The components of the net deferred tax asset from continuing operations at December 31, 2014 and 2013 is comprised of the following:
 
2014
 
2013
Deferred tax assets related to:
 
 
 
Employee benefits
$
181

 
$
161

Foreign and state net operating losses and credit carryforwards
37

 
54

Nonconsolidated investments
59

 
77

Allowance for uncollectible assets
36

 
38

Intangibles
8

 
10

Deferred gain on sale
149

 
74

Loyalty program
21

 
24

Interest and state benefits
4

 
14

Unrealized investment losses
5

 
6

Other
55

 
60

Valuation allowance
(15
)
 
(21
)
Total deferred tax asset
$
540

 
$
497

Deferred tax liabilities related to:
 
 
 
Installment sales
$

 
$
(6
)
Property and equipment
(312
)
 
(255
)
Nonconsolidated investments
(33
)
 
(59
)
Unrealized investment gains
(23
)
 
(18
)
Prepaid expenses
(11
)
 
(14
)
Other
(7
)
 
(14
)
Total deferred tax liability
$
(386
)
 
$
(366
)
Net deferred tax asset
$
154

 
$
131

Recognized in the balance sheet as:
 
 
 
Deferred tax assets—current
$
26

 
$
11

Deferred tax assets—noncurrent
196

 
198

Deferred tax liabilities—current
(2
)
 
(4
)
Deferred tax liabilities—noncurrent
(66
)
 
(74
)
Total
$
154

 
$
131

Significant changes to our deferred tax assets and liabilities during 2014 includes an increase of $18 million primarily due to the impact of the implementation of the tangible property regulations, tax deferred gains related to like-kind exchanges in excess of book deferred gains on dispositions of hotel assets, and other fixed asset related items. Additional significant changes relate to recording employee benefit costs that are not currently deductible along with utilization of foreign tax credits and state tax operating loss carryforwards.
As of December 31, 2014, we have determined that undistributed net earnings of $353 million of certain foreign subsidiaries are indefinitely reinvested in operations outside the United States. These earnings could become subject to additional taxes if remitted as dividends, loaned to a U.S. affiliate, or if we sold our interest in the affiliates; the resulting U.S. income tax liabilities could be offset, in whole or in part, by credits allowable for taxes paid to foreign jurisdictions. The actual tax costs would depend on the income tax laws and circumstances at the time of the realization events; determination of the potential net liability is not practicable due to the complexities of the hypothetical calculation. We continue to provide deferred taxes, as required, on the undistributed earnings of foreign subsidiaries and unconsolidated affiliates that are not indefinitely reinvested in operations outside the United States.

F- 44


As of December 31, 2014, we have $27 million (net of tax) of future tax benefits related to foreign and state net operating losses and $10 million of benefits related to federal and state credits. A portion of these operating losses will begin to expire in 2015 and continue through 2034. However, $9 million of these net operating losses, which are primarily foreign, have no expiration date and may be carried forward indefinitely.
A valuation allowance of $15 million is recorded for certain net operating losses and credits, as we believe it is more likely than not that we will be unable to realize these tax benefits.
Total unrecognized tax benefits as of December 31, 2014 and 2013 were $40 million and $53 million, respectively, of which $20 million and $27 million, respectively, would impact the effective tax rate if recognized. It is reasonably possible that a reduction of up to $8 million of unrecognized tax benefits could occur within twelve months resulting from the expiration of certain tax statutes of limitations.
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, is as follows:
 
2014
 
2013
Unrecognized tax benefits—beginning balance
$
53

 
$
75

Total (decreases) increases—current period tax positions
2

 
3

Total decreases—prior period tax positions
(8
)
 
(14
)
Settlements
(2
)
 
(5
)
Lapse of statute of limitations
(3
)
 
(4
)
Foreign currency fluctuation
(2
)
 
(2
)
Unrecognized tax benefits—ending balance
$
40

 
$
53

For 2014, the net decrease in prior period positions primarily relates to a decrease of $10 million due to statute expiration on state tax filing positions, partially offset by an increase of $5 million due to an accrual of a position taken on a prior year tax return.
During 2013, decreases to current and prior period tax positions in the amount of $14 million are primarily due to the conclusion and settlement of the IRS audits related to the 2005 through 2008 tax years. We also received $1 million interest from the settlement of certain federal and state tax issues and related to tax years 2003 through 2009.
In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Total gross accrued interest and penalties were $24 million, $38 million and $46 million as of December 31, 2014, 2013 and 2012, respectively.
The amount of interest and penalties recognized as a component of income tax expense in 2014 was a benefit of $9 million. This amount is comprised of a benefit of $8 million resulting from the release of interest due to state tax statute expirations and an additional benefit of $1 million related to certain federal and foreign tax matters.
The amount of interest and penalties recognized as a component of income tax expense in 2013 was $1 million.
Our 2009, 2010, and 2011 federal income tax returns are currently under IRS examination. The federal statute of limitations for Hyatt Hotels Corporation remains open until December 31, 2015, for the years ended December 31, 2005 through 2011.
We are under audit by various state and foreign tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the return. However, the state impact of any federal changes remains subject to examination by various states for a period generally up to one year after formal notification to the states of the federal changes. The statute of limitations for the foreign jurisdictions ranges from three to ten years after filing the applicable tax return.

15.    COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, we enter into various commitments, guarantees, surety bonds, and letter of credit agreements, which are discussed below:
Commitments—As of December 31, 2014, we are committed, under certain conditions, to lend or invest up to $250 million, net of any related letters of credit, in various business ventures.

F- 45


Performance Guarantees—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. At inception of a performance guarantee, we recognize a guarantee obligation liability for the fair value of our guarantee obligation which we amortize into income using a systematic and rational risk-based approach over the term of the performance guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we record an expense for the separate contingent liability, see Note 2.
Our most significant performance guarantee relates to four managed hotels in France that we began managing in the second quarter of 2013 (“the four managed hotels in France”), which has a term of 7 years, with approximately 5 ½ years remaining, and does not have an annual cap. The remaining maximum exposure related to our performance guarantees at December 31, 2014 was $464 million, of which €362 million ($437 million using exchange rates as of December 31, 2014) relates to the four managed hotels in France.
We had total guarantee liabilities of $111 million and $129 million at December 31, 2014 and 2013, respectively, which included $103 million and $123 million recorded in other long-term liabilities and $8 million and $6 million in accrued expenses and other current liabilities on our consolidated balance sheets, respectively. Our total guarantee liabilities are comprised of the fair value of the guarantee obligation liabilities recorded upon inception (net of amortization) and any separate contingent liabilities, net of cash payments. Performance guarantee expense and income from amortization of the guarantee obligation liabilities are recorded in other income (loss), net on the consolidated statements of income, see Note 21.
The following table details the total performance guarantee liability (inclusive of the initial guarantee liability, net of amortization and the contingent liability, net of cash payments) related to the four managed hotels in France:
 
 
2014
 
2013
Beginning balance, January 1
 
$
123

 
$

Initial guarantee obligation liability upon inception
 

 
115

Amortization of initial guarantee obligation liability into income
 
(6
)
 
(5
)
Performance guarantee expense
 
19

 

Net (payments) receipts during the year
 
(18
)
 
5

Foreign currency exchange gain (loss)
 
(12
)
 
8

Ending balance, December 31
 
$
106

 
$
123

Additionally, we enter into certain management contracts where we have the right, but not an obligation, to make payments to certain hotel owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner may have the option to terminate the management contract. As of December 31, 2014 and 2013, there were no amounts recorded in accrued expenses and other current liabilities related to these performance test clauses.
Debt Repayment Guarantees—We have entered into various debt repayment guarantees primarily related to our unconsolidated hospitality venture investments in certain properties. The maximum exposure under these agreements as of December 31, 2014 was $243 million. As of December 31, 2014, we had a $7 million liability representing the carrying value of these guarantees recorded within other long-term liabilities on our consolidated balance sheets with an offset to investments. Included within the $243 million in debt guarantees are the following:
Property Description
 
Maximum Guarantee Amount
 
Amount Recorded at December 31, 2014
 
Amount Recorded at December 31, 2013
Vacation ownership property
 
$
86

 
$

 
$
1

Hotel property in Brazil
 
75

 
2

 
3

Hotel property in Hawaii
 
30

 
1

 
1

Hotel property in Minnesota
 
25

 
3

 
4

Hotel property in Colorado
 
15

 
1

 
1

Other
 
12

 

 

Total Debt Repayment Guarantees
 
$
243

 
$
7

 
$
10


F- 46


With respect to debt repayment guarantees related to certain unconsolidated hospitality venture properties, the Company has agreements with its respective partners that require each partner to pay a pro-rata portion of the guarantee amount based on each partner’s ownership percentage. In relation to the vacation ownership property debt repayment guarantee, for which we no longer have an investment in the unconsolidated venture, we have the ability to fully recover from third parties any amounts we may be required to fund. Assuming successful enforcement of these agreements with our respective partners and third parties, our maximum exposure under the various debt repayment guarantees as of December 31, 2014 would be $104 million.
Self Insurance—The Company obtains commercial insurance for potential losses for general liability, workers' compensation, automobile liability, employment practices, crime, property and other miscellaneous coverages. A reasonable amount of risk is retained on a self insurance basis primarily through a U.S. based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductible and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Losses estimated to be paid within twelve months are $24 million and $27 million as of December 31, 2014 and 2013, respectively, and are classified within accrued expenses and other current liabilities on the consolidated balance sheets, while losses expected to be payable in later periods are $63 million and $53 million as of December 31, 2014 and 2013, respectively, and are included in other long-term liabilities on the consolidated balance sheets. At December 31, 2014, standby letters of credit amounting to $7 million had been issued to provide collateral for the estimated claims, which are guaranteed by us. For further discussion, see the “Letters of Credit” section of this footnote.
Collective Bargaining Agreements—At December 31, 2014, approximately 24% of our U.S. based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe that our employee relations are satisfactory.
Surety Bonds—Surety bonds issued on our behalf totaled $94 million at December 31, 2014 and primarily relate to workers’ compensation, taxes, licenses, and utilities related to our lodging operations.
Letters of Credit—Letters of credit outstanding on our behalf as of December 31, 2014 totaled $65 million, the majority of which relate to our ongoing operations. Of the $65 million letters of credit outstanding, $9 million reduces the available capacity under our revolving credit facility (see Note 10).
Capital Expenditures—As part of our ongoing business operations, significant expenditures are required to complete renovation projects that have been approved.
Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender’s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.
In conjunction with financing obtained for our unconsolidated hospitality ventures, we may provide standard indemnifications to the lender for loss, liability or damage occurring as a result of our actions or actions of the other hospitality venture owners.
We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. We reasonably recognize a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect that the ultimate resolution of such claims and litigation will have a material effect on our consolidated financial statements.

16.    STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
Common Stock—At December 31, 2014, Pritzker family business interests beneficially owned, in the aggregate, approximately 77.5% of our Class B common stock, representing approximately 57.9% of the outstanding shares of our common stock and approximately 74.9% of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests are able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors and other significant corporate transactions. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. Pursuant to the Amended

F- 47


and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, the Pritzker family business interests have agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock. In addition, other stockholders, including entities affiliated with Goldman, Sachs & Co. and Madrone GHC, LLC, beneficially own, in the aggregate, approximately 22.5% of our outstanding Class B common stock, representing approximately 16.8% of the outstanding shares of our common stock and approximately 21.8% of the total voting power of our outstanding common stock. Pursuant to the 2007 Stockholders’ Agreement, these entities have also agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock.
Share Repurchase— During 2014 and 2013, our board of directors authorized the repurchase of up to $700 million and $400 million, respectively, of the Company's common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.  The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.
During 2014 and 2013, the Company repurchased 7,693,326 and 6,604,768 shares of common stock, respectively. These shares of common stock were repurchased at a weighted average price of $57.79 and $41.64 per share, respectively, for an aggregate purchase price of $445 million and $275 million, respectively, excluding related expenses that were insignificant in both periods. Of the $445 million aggregate purchase price during the year ended December 31, 2014, $443 million was settled in cash during the period. The shares repurchased during 2014 represented approximately 5% of the Company's total shares of common stock outstanding as of December 31, 2013. The shares repurchased during 2013 represented approximately 4% of the Company's total shares of common stock outstanding as of December 31, 2012. The shares of Class A common stock that were repurchased on the open market were retired and returned to authorized and unissued status while the shares of Class B common stock that were repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares repurchased. As of December 31, 2014, we had $444 million remaining under the current share repurchase authorization.
Accumulated Other Comprehensive Loss—The following table details the accumulated other comprehensive loss activity for the years ended December 31, 2014 and 2013, respectively.
 
Balance at
January 1, 2014
 
Current period other comprehensive income (loss) before reclassification
 
Amount Reclassified from Accumulated Other Comprehensive Loss (a)
 
Balance at
December 31, 2014
Foreign currency translation adjustments
$
(62
)
 
$
(86
)
 
$
(7
)
 
$
(155
)
Unrealized gain (loss) on AFS securities
6

 

 

 
6

Unrecognized pension cost
(5
)
 

 

 
(5
)
Unrealized gain (loss) on derivative instruments
(7
)
 
1

 

 
(6
)
Accumulated Other Comprehensive Loss
$
(68
)
 
$
(85
)
 
$
(7
)
 
$
(160
)
(a) Foreign currency translation adjustments, net of a tax impact of $0, reclassified from accumulated other comprehensive loss were recognized as a deferred gain within other long-term liabilities on the consolidated balance sheets when we sold a hotel and substantially liquidated the entity.
 
 
 
 
 
 
 
 
 
Balance at
January 1, 2013
 
Current period other comprehensive income (loss) before reclassification
 
Amount Reclassified from Accumulated Other Comprehensive Loss (b)
 
Balance at
December 31, 2013
Foreign currency translation adjustments
$
(54
)
 
$
(10
)
 
$
2

 
$
(62
)
Unrealized gain (loss) on AFS securities

 
6

 

 
6

Unrecognized pension cost
(6
)
 
1

 

 
(5
)
Unrealized gain (loss) on derivative instruments
(7
)
 

 

 
(7
)
Accumulated Other Comprehensive Loss
$
(67
)
 
$
(3
)
 
$
2

 
$
(68
)
(b) Foreign currency translation adjustments, net of an insignificant tax impact, reclassified from accumulated other comprehensive loss were recognized within equity earnings (losses) from unconsolidated hospitality ventures on the consolidated statements of income.


F- 48


17.    STOCK-BASED COMPENSATION
As part of our Long-Term Incentive Plan, we award Stock Appreciation Rights (“SARs”), Restricted Stock Units (“RSUs”) and Performance Vested Restricted Stock ("PSSs") to certain employees. Compensation expense and unearned compensation figures within this note exclude amounts related to employees of our managed hotels as this expense has been and will continue to be reimbursed by our third-party hotel owners and is recorded on the lines other revenues from managed properties and other costs from managed properties on our consolidated statements of income. Compensation expense related to these awards for the years ended December 31, 2014, 2013 and 2012 was as follows:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock appreciation rights
$
19

 
$
8

 
$
8

Restricted stock units
31

 
17

 
14

Performance vested restricted stock
4

 
3

 
1

The year ended December 31, 2014 includes a nonrecurring expense of $23 million, a portion of which relates to prior periods for grants made to certain individuals. The nonrecurring expense for stock appreciation rights and restricted stock units shown in the table above for the year ended December 31, 2014 amounted to $10 million and $13 million, respectively, of which $22 million is recorded in selling, general and administrative expenses on our consolidated statements of income.
The expected income tax benefit to be realized at the time of vest related to these plans for the years ended December 31, 2014, 2013 and 2012 was as follows: 
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock appreciation rights
$
7

 
$
3

 
$
3

Restricted stock units
8

 
6

 
5

Performance vested restricted stock
2

 
1

 

Stock Appreciation Rights—Each vested SAR gives the holder the right to the difference between the value of one share of our Class A common stock at the exercise date and the value of one share of our Class A common stock at the grant date. Vested SARs can be exercised over their life as determined by the plan. All SARs have a 10-year contractual term. The SARs are settled in shares of our Class A common stock and are accounted for as equity instruments.
The following table sets forth a summary of the SAR grants in 2014, 2013, and 2012: 
Grant Date
 
SARs Granted
 
Per SAR Value
 
Vesting Period
 
Vesting Start Month
February 2014
 
327,307

 
$
22.57

 
25
% annually
 
March 2015
March 2013
 
472,003

 
17.95

 
25
% annually
 
March 2014
March 2013
 
54,914

 
18.21

 
100
% at vest
 
March 2017
March 2012
 
405,877

 
17.29

 
25
% annually
 
March 2013
The weighted average grant date fair value for the awards granted in 2014, 2013, and 2012 was $22.57, $17.98, and $17.29, respectively.
The fair value of each SAR was estimated based on the date of grant using the Black-Scholes-Merton option-valuation model with the following weighted average assumptions: 
 
2014
 
2013
 
2012
Exercise Price
$
49.39

 
$
43.44

 
$
41.29

Expected Life in Years
6.290

 
6.330

 
6.251

Risk-free Interest Rate
1.93
%
 
1.18
%
 
1.49
%
Expected Volatility
44.32
%
 
40.67
%
 
40.84
%
Annual Dividend Yield
%
 
%
 
%
As of December 31, 2014 we used an estimated forfeiture rate of 0% because only a small group of executives received these grants and we have limited historical data on which to base these estimates. We record the compensation expense earned for SARs on a straight-line basis from the date of grant. The exercise price of these SARs was the fair value of our common stock at the grant date, based on a valuation of the Company prior to the IPO, or the closing share price on the date of grant.

F- 49


Due to a lack of historical exercise information the expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR, per guidance from the SEC’s Staff Accounting Bulletin Topic 14, Share-Based Payment. The risk-free interest rate was based on U.S. Treasury instruments with similar expected life. The Company calculates volatility using the average historical volatility of our peer group over a time period consistent with our expected term assumption. During 2012, we began incorporating our limited trading history with our peer group's history to obtain the expected volatility of our share price.
A summary of employee SAR activity as of December 31, 2014, and changes during 2014, are presented below: 
 
SAR Units
 
Weighted Average Exercise Price (in whole dollars)
 
Weighted Average Contractual Term
Outstanding at December 31, 2013:
3,578,210

 
$
45.43

 
5.88
Granted
327,307

 
49.39

 
9.12
Exercised
387,711

 
39.76

 
3.33
Forfeited or canceled
52,222

 
50.22

 
7.17
Outstanding at December 31, 2014:
3,465,584

 
$
46.37

 
5.42
Exercisable as of December 31, 2014:
2,497,366

 
$
46.98

 
4.37
The total intrinsic value of SARs outstanding at December 31, 2014 was $50 million and the total intrinsic value for exercisable SARs was $35 million as of December 31, 2014.
Restricted Stock Units—Vested RSUs will be settled with a single share of our Class A common stock with the exception of insignificant portions of the February 2014, March 2013, June 2013, and March 2012 awards which will be settled in cash. The value of the RSUs was based upon the fair value of our common stock at the grant date, based upon a valuation of the Company, or the closing stock price of our Class A common stock for the December 2009 award and all subsequent awards. Awards issued prior to our November 2009 IPO are deferred in nature and will be settled once all tranches of the award have fully vested or otherwise as provided in the relevant agreements, while all awards issued in December 2009 and later will be settled as each individual tranche vests under the relevant agreements. The following table sets forth a summary of the employee RSU grants in 2014, 2013, and 2012: 
Grant Date
RSUs
 
Value
 
Total Value (in millions)
 
Vesting Period
September 2014
2,452

 
$
61.17

 
$

 
4 years
February 2014
376,328

 
49.39

 
19

 
4 years
December 2013
2,132

 
46.90

 

 
4 years
September 2013
13,082

 
45.86

 
1

 
4 years
June 2013
2,218

 
40.56

 

 
4 years
March 2013
453,356

 
43.44

 
20

 
4 years
December 2012
40,694

 
36.86

 
1

 
4 years
October 2012
2,580

 
38.75

 

 
4 years
June 2012
19,787

 
35.87

 
1

 
4 years
March 2012
444,059

 
41.29

 
18

 
4 years
We record compensation expense earned for RSUs over the requisite service period of the individual grantee. Our estimated forfeiture rate is 3% for RSUs. In certain situations we also grant cash-settled RSUs which are recorded as a liability instrument. The liability and related expense for granted cash-settled RSUs are insignificant as of and for the period ended December 31, 2014.

F- 50


A summary of the status of the non-vested employee restricted stock unit awards outstanding under the plan as of December 31, 2014 is presented below: 
 
Restricted Stock
Units
 
Weighted Average Grant Date Fair Value (in whole dollars)
Nonvested at December 31, 2013:
1,244,471

 
$
40.71

Granted
378,780

 
49.47

Vested
468,845

 
41.05

Forfeited or canceled
83,768

 
41.48

Nonvested at December 31, 2014:
1,070,638

 
$
43.60

As of December 31, 2014, the total intrinsic value of deferred RSUs that vested in 2014 but were not paid out is immaterial. The total intrinsic value of nonvested RSUs as of December 31, 2014 was $64 million.
Performance Vested Restricted Stock—The Company has granted to certain executive officers PSSs. The number of PSSs that will ultimately vest with no further restrictions on transfer depends upon the performance of the Company at the end of the applicable three year performance period relative to the applicable performance target. The PSSs vest in full if the maximum performance metric is achieved. At the end of the performance period, the PSSs that do not vest will be forfeited. The PSSs will vest at the end of the performance period only if the performance threshold is met; there is no interim performance metric.
There were $4 million in forfeitures for the year ended December 31, 2014. As of December 31, 2014 the total intrinsic value of nonvested PSSs if target performance is achieved was $16 million.
The following table sets forth a summary of PSS grants in 2014, 2013, and 2012:
Year Granted
PSSs Granted
 
Weighted Average Grant Date Fair Value (in whole dollars)
 
Performance Period
 
Performance Period Start Date
2014
162,906

 
$
49.39

 
3 years
 
January 1, 2014
2013
218,686

 
$
43.44

 
3 years
 
January 1, 2013
2012
209,569

 
$
41.29

 
3 years
 
January 1, 2012
Our total unearned compensation for our stock-based compensation programs as of December 31, 2014 was $2 million for SARs, $15 million for RSUs and $3 million for PSSs, which will be recorded to compensation expense primarily over the next two years with respect to SARs, with a limited portion of the SAR awards extending to four years, three years with respect to RSUs, with a limited portion of the RSU awards extending to six years, and over the next two years with respect to PSSs as follows: 
 
2015
 
2016
 
2017
 
2018
 
2019+
 
Total
SARs
$
1

 
$
1

 
$

 
$

 
$

 
$
2

RSUs
8

 
5

 
2

 

 

 
15

PSSs
2

 
1

 

 

 

 
3

Total
$
11

 
$
7

 
$
2

 
$

 
$

 
$
20


18.    RELATED-PARTY TRANSACTIONS
In addition to those included elsewhere in the notes to the consolidated financial statements, related-party transactions entered into by us are summarized as follows:
Leases —Our corporate headquarters have been located at the Hyatt Center in Chicago, Illinois since 2005. A subsidiary of the Company holds a master lease for a portion of the Hyatt Center and has entered into sublease agreements with certain related parties. During 2012, one of these sublease agreements was amended to reduce the related party's occupied space; as a result, we received a payment of $4 million, representing the discounted future sublease payments, less furniture and fixtures acquired. Future sublease income for this space from related parties is $8 million.

F- 51


Legal Services—A partner in a law firm that provided services to us throughout 2014, 2013, and 2012 is the brother-in-law of our Executive Chairman. We incurred legal fees with this firm of $3 million, $2 million and $2 million for each of the years ended December 31, 2014, 2013, and 2012, respectively. Legal fees when expensed are included in selling, general and administrative expenses. As of December 31, 2014 and 2013, we had insignificant amounts due to the law firm.
Other ServicesA member of our board of directors is a partner in a firm whose affiliates own hotels from which we recorded management and franchise fees of $4 million, $6 million, and $7 million during the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014 and 2013, we had insignificant and $1 million in receivables due from these properties, respectively.
Equity Method Investments—We have equity method investments in entities that own properties for which we provide management and/or franchise services and receive fees. We recorded fees of $29 million, $32 million, and $37 million for the years ended December 31, 2014, 2013, and 2012, respectively, related to these properties. As of December 31, 2014 and 2013, we had receivables due from these properties of $11 million and $7 million, respectively. In addition, in some cases we provide loans (see Note 7) or guarantees (see Note 15) to these entities. Our ownership interest in these equity method investments generally varies from 8% to 70%. See Note 3 for further details regarding these investments.
Share Repurchase—During 2014, we repurchased 1,122,000 shares of Class B common stock for a weighted average price of $60.20 per share, for an aggregate purchase price of approximately $68 million. The shares repurchased represented less than 1% of the Company's total shares of common stock outstanding prior to the repurchase. During 2013, we repurchased 2,906,879 shares of Class B common stock at a weighted average price of $41.36 per share, for an aggregate purchase price of approximately $120 million. The shares repurchased represented approximately 2% of the Company's total shares of common stock outstanding prior to the repurchase. In both transactions, the shares of Class B common stock were repurchased from trusts held for the benefit of certain Pritzker family members in privately-negotiated transactions and were retired, thereby reducing the total number of shares outstanding and reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.

19.    SEGMENT AND GEOGRAPHIC INFORMATION
Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. Our results for the years ended December 31, 2014, 2013, and 2012 reflect the segment structure of our organization following our realignment, which was effective October 1, 2012. Segment results presented here for the year ended December 31, 2012 have been recast to show our results as if our new operating structure had existed in that period.
Owned and Leased Hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.
Americas Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the U.S., Latin America, Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
ASPAC Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as China, Australia, South Korea and Japan. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
EAME/SW Asia Management—This segment derives its earnings primarily from hotel management of our portfolio of brands located primarily in Europe, Africa, the Middle East and India, as well as countries along the Persian Gulf, the Arabian Sea, and Nepal. This segment’s revenues also include the reimbursement of costs incurred on behalf of

F- 52


managed hotel property owners with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
Our chief operating decision maker evaluates performance based on each segment’s revenue and Adjusted EBITDA. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA before equity earnings (losses) from unconsolidated hospitality ventures; gains on sales of real estate and other; asset impairments; other income (loss), net; net (income) loss attributable to noncontrolling interests; depreciation and amortization; interest expense; and provision for income taxes.

F- 53


The table below shows summarized consolidated financial information by segment. Included within corporate and other are unallocated corporate expenses, revenues and expenses on our vacation ownership properties (primarily for the periods prior to the sale in the fourth quarter of 2014), and the results of our co-branded credit card. 
(in millions)
2014
 
2013
 
2012
Owned and Leased Hotels
 
 
 
 
 
Owned and leased hotels revenues
$
2,246

 
$
2,142

 
$
2,021

Adjusted EBITDA
522

 
471

 
442

Depreciation and Amortization
322

 
315

 
323

Capital Expenditures
208

 
211

 
283

Americas Management and Franchising
 
 
 
 
 
Management and franchise fees revenues
327

 
292

 
256

Other revenues from managed properties
1,550

 
1,482

 
1,456

Intersegment Revenues (a)
88

 
86

 
81

Adjusted EBITDA
253

 
233

 
199

Depreciation and Amortization
18

 
17

 
20

Capital Expenditures
1

 
1

 
2

ASPAC Management and Franchising
 
 
 
 
 
Management and franchise fees revenues
88

 
83

 
86

Other revenues from managed properties
74

 
74

 
43

Intersegment Revenues (a)
2

 
3

 
3

Adjusted EBITDA
44

 
50

 
46

Depreciation and Amortization
1

 
1

 
1

Capital Expenditures
1

 

 
1

EAME/SW Asia Management
 
 
 
 
 
Management and franchise fees revenues
77

 
72

 
63

Other revenues from managed properties
53

 
45

 
29

Intersegment Revenues (a)
15

 
16

 
14

Adjusted EBITDA
40

 
40

 
26

Depreciation and Amortization
6

 
5

 
2

Capital Expenditures

 

 

Corporate and other
 
 
 
 
 
Revenues
105

 
99

 
93

Adjusted EBITDA
(131
)
 
(114
)
 
(107
)
Depreciation and Amortization
7

 
7

 
7

Capital Expenditures
43

 
20

 
15

Eliminations (a)
 
 
 
 
 
Revenues
(105
)
 
(105
)
 
(98
)
Adjusted EBITDA

 

 

Depreciation and Amortization

 

 

Capital Expenditures

 

 

TOTAL
 
 
 
 
 
Revenues
$
4,415

 
$
4,184

 
$
3,949

Adjusted EBITDA
728

 
680

 
606

Depreciation and Amortization
354

 
345

 
353

Capital Expenditures
253

 
232

 
301

(a)
Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.

F- 54


The table below shows summarized consolidated balance sheet information by segment:
Total Assets
 
December 31, 2014
 
December 31, 2013
Owned and Leased Hotels
$
5,682

 
$
5,726

Americas Management and Franchising
1,165

 
1,027

ASPAC Management and Franchising
106

 
101

EAME/SW Asia Management
184

 
207

Corporate and other
4,030

 
4,797

Eliminations (a)
(3,024
)
 
(3,681
)
TOTAL
$
8,143

 
$
8,177

(a) Segment assets include intercompany and investments in subsidiaries which are eliminated in Eliminations.
The following table presents revenues and long-lived assets by geographical region: 
 
2014
 
2013
 
2012
Revenues:
 
 
 
 
 
United States
$
3,476

 
$
3,270

 
$
3,140

All Foreign
939

 
914

 
809

Total
$
4,415

 
$
4,184

 
$
3,949

 
 
 
 
 
 
 
December 31, 2014
 
December 31, 2013
 
 
Long-Lived Assets:
 
 
 
 
 
United States
$
3,643

 
$
4,026

 
 
All Foreign
1,228

 
1,383

 
 
Total
$
4,871

 
$
5,409

 
 
The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation for the years ended December 31, 2014, 2013 and 2012. 
 
Years Ended December 31,
2014
 
2013
 
2012
Adjusted EBITDA
$
728

 
$
680

 
$
606

Equity earnings (losses) from unconsolidated hospitality ventures
25

 
(1
)
 
(22
)
Gains on sales of real estate and other
311

 
125

 

Asset impairments
(17
)
 
(22
)
 

Other income (loss), net
(17
)
 
17

 
7

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
(80
)
 
(68
)
 
(73
)
EBITDA
948

 
733

 
519

Depreciation and amortization
(354
)
 
(345
)
 
(353
)
Interest expense
(71
)
 
(65
)
 
(70
)
Provision for income taxes
(179
)
 
(116
)
 
(8
)
Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207

 
$
88



F- 55


20.    EARNINGS PER SHARE
The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator are as follows: 
 
Years Ended December 31,
2014
 
2013
 
2012
Numerator:
 
 
 
 
 
Net income
$
346

 
$
205

 
$
87

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207

 
$
88

Denominator:
 
 
 
 
 
Basic weighted average shares outstanding
153,136,511

 
158,544,930

 
165,017,485

Share-based compensation
1,213,941

 
644,149

 
359,843

Diluted weighted average shares outstanding
154,350,452

 
159,189,079

 
165,377,328

Basic Earnings Per Share:
 
 
 
 
 
Net income
$
2.26

 
$
1.29

 
$
0.53

Net (income) loss attributable to noncontrolling interests
(0.01
)
 
0.01

 

Net income attributable to Hyatt Hotels Corporation
$
2.25

 
$
1.30

 
$
0.53

Diluted Earnings Per Share:
 
 
 
 
 
Net income
$
2.24

 
$
1.29

 
$
0.53

Net (income) loss attributable to noncontrolling interests
(0.01
)
 
0.01

 

Net income attributable to Hyatt Hotels Corporation
$
2.23

 
$
1.30

 
$
0.53

The computations of diluted net income per share for the years ended December 31, 2014, 2013 and 2012 do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs and RSUs because they are anti-dilutive.
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock-settled SARs
5,200

 
148,200

 
13,200

RSUs

 

 
3,300



F- 56


21.    OTHER INCOME (LOSS), NET
Included in the other income (loss), net balance are cost method investment income from the complete pay-off of our preferred equity interest and returns and residual common investment in the partnership that owns the Hyatt Regency New Orleans (see Note 3) and costs incurred as part of our Company's realignment (which include employee separation costs, consulting fees, and other fees). The table below provides a reconciliation of the components in other income (loss), net, for the years ended December 31, 2014, 2013 and 2012, respectively:
 
For the years ended December 31,
2014
 
2013
 
2012
Performance guarantee expense (Note 15)
$
(23
)
 
$
(5
)
 
$

Realignment costs
(7
)
 

 
(21
)
Transaction costs (Note 8)
(6
)
 
(10
)
 
(2
)
Foreign currency losses
(3
)
 
(5
)
 
(3
)
Interest income
11

 
17

 
23

Guarantee liability amortization (Note 15)
7

 
5

 

Cost method investment income (Note 3)
1

 
50

 
1

Gains on other marketable securities (Note 4)

 
2

 
17

Impairment of held-to-maturity investment

 

 
(4
)
Gain on sale of artwork (Note 8)

 
29

 

Charitable contribution to Hyatt Hotels Foundation

 
(20
)
 

Debt settlement costs (Note 10)

 
(35
)
 

Provisions on hotel loans (Note 7)

 
(6
)
 
(4
)
Other
3

 
(5
)
 

Other income (loss), net
$
(17
)
 
$
17

 
$
7



22.    SUBSEQUENT EVENT
In February 2015, we announced that a Hyatt affiliate sold the Hyatt Regency Indianapolis for approximately $71 million and entered into a franchise agreement for the hotel.

F- 57


23.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. Amounts are in millions, except earnings per share information. 
 
For the three months ended
December 31, 2014
 
September 30, 2014
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
 
March 31, 2013
Consolidated statements of income data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned and leased hotels
$
551

 
$
555

 
$
592

 
$
548

 
$
557

 
$
521

 
$
572

 
$
492

Management and franchise fees
101

 
94

 
103

 
89

 
94

 
77

 
96

 
75

Other revenues
7

 
24

 
23

 
21

 
15

 
22

 
21

 
20

Other revenues from managed properties (1)
420

 
431

 
440

 
416

 
425

 
406

 
403

 
388

Total revenues
1,079

 
1,104

 
1,158

 
1,074

 
1,091

 
1,026

 
1,092

 
975

Direct and selling, general, and administrative expenses (2)
1,040

 
1,032

 
1,043

 
1,021

 
1,036

 
973

 
984

 
958

Net Income
182

 
33

 
75

 
56

 
30

 
55

 
112

 
8

Net income attributable to Hyatt Hotels Corporation (3) (4)
182

 
32

 
74

 
56

 
32

 
55

 
112

 
8

Net income per common share, basic
$
1.21

 
$
0.22

 
$
0.49

 
$
0.36

 
$
0.20

 
$
0.35

 
$
0.70

 
$
0.05

Net income per common share, diluted
$
1.20

 
$
0.22

 
$
0.49

 
$
0.36

 
$
0.19

 
$
0.35

 
$
0.70

 
$
0.05

 
(1)
Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues.”
(2)
Direct and selling, general, and administrative expenses in the fourth quarter of 2014 includes a nonrecurring expense of $22 million, a portion of which relates to prior periods for stock compensation expense for grants made to certain individuals.
(3)
Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2014 includes impairment charges of $10 million, of which $6 million relates to property and equipment, $2 million relates to intangibles, and $2 million relates to goodwill.
(4)
Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2013 includes impairment charges of $14 million, of which $11 million is recorded in asset impairments related to the write off of contract acquisition costs in conjunction with the purchase of the remaining portion of a joint venture ownership and $3 million is recorded in equity earnings (losses) from unconsolidated hospitality ventures.


F- 58


HYATT HOTELS CORPORATION AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars)
 
Column A
 
Column B
 
Column C
 
Column D
 
Column E
Description
Balance at Beginning of Period
 
Additions Charged to Revenues, Costs and Expenses
 
Additions Charged to Other Accounts
 
Deductions
 
Balance at End of Period
Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
Trade receivables—allowance for doubtful accounts
$
11

 
$
5

 
$

 
$
(3
)
 
$
13

Financing receivables—allowance for losses
103

 
7

 
(9
)
A, C
(1
)
 
100

Deferred tax assets—valuation allowance
21

 

 

 
(6
)
B
15

Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
Trade receivables—allowance for doubtful accounts
11

 
4

 

 
(4
)
 
11

Financing receivables—allowance for losses
99

 
13

 
(3
)
A
(6
)
 
103

Deferred tax assets—valuation allowance
22

 

 

 
(1
)
 
21

Year Ended December 31, 2012:
 
 
 
 
 
 
 
 
 
Trade receivables—allowance for doubtful accounts
10

 
5

 

 
(4
)
 
11

Financing receivables—allowance for losses
90

 
19

 

 
(10
)
 
99

Deferred tax assets—valuation allowance
83

 
1

 

 
(62
)
B
22

A—This amount represents currency translation on foreign currency denominated notes receivable.
B—This amount represents the release of certain foreign net operating losses.
C—This amount includes removal of the allowance recorded in connection with the sale of our vacation ownership business.


SCHII-1


EXHIBIT INDEX

Exhibit Number
 
Exhibit Description
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation of Hyatt Hotels Corporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-34521) filed with the Securities and Exchange Commission on July 31, 2013)
 
 
 
3.2
 
Amended and Restated Bylaws of Hyatt Hotels Corporation (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on September 11, 2014)
 
 
 
4.1
 
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 1, 2009)
 
 
 
4.2
 
Registration Rights Agreement, dated as of August 28, 2007, as amended, by and among Global Hyatt Corporation, Madrone GHC, LLC, Lake GHC, LLC, Shimoda GHC, LLC, GS Sunray Holdings, L.L.C., GS Sunray Holdings Subco I, L.L.C., GS Sunray Holdings Subco II, L.L.C., GS Sunray Holdings Parallel, L.L.C., GS Sunray Holdings Parallel Subco, L.L.C., Mori Building Capital Investment LLC and others party thereto (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
4.3
 
Joinder Agreement to Registration Rights Agreement, dated as of January 26, 2010, by and among Hyatt Hotels Corporation and Mori Building Co., Ltd. (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-34521) filed with the Securities and Exchange Commission on February 25, 2010)
 
 
 
4.4
 
Indenture, dated as of August 14, 2009, as amended, between Hyatt Hotels Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on September 9, 2009)
 
 
 
4.5
 
First Supplemental Indenture, dated as of August 14, 2009, between Hyatt Hotels Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on September 9, 2009)
 
 
 
4.6
 
Second Supplemental Indenture, dated as of August 4, 2011, between the Company and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File No. 333-176038) filed with the Securities and Exchange Commission on August 4, 2011)
 
 
 
4.7
 
Third Supplemental Indenture, dated as of August 9, 2011, between the Company and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on August 9, 2011)
 
 
 
4.8
 
Fourth Supplemental Indenture, dated May 10, 2013, between Hyatt Hotels Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on May 10, 2013)
 
 
 
4.9
 
Fifth Supplemental Indenture, dated May 10, 2013 between Hyatt Hotels Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on May 10, 2013)

E- 1


Exhibit Number
 
Exhibit Description
 
 
 
4.10
 
Form of 3.875% Senior Notes due 2016 (included as part of Exhibit 4.7 above) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on August 9, 2011)
 
 
 
4.11
 
Form of 5.375% Senior Notes due 2021 (included as part of Exhibit 4.7 above) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on August 9, 2011)
 
 
 
4.12
 
Form of 3.375% Senior Notes due 2023 (included as part of  Exhibit 4.9 above ) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on May 10, 2013)
 
 
 
4.13
 
Registration Rights Agreement, dated as of October 12, 2009, by and among Hyatt Hotels Corporation and Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, solely in their capacity as co-trustees (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 15, 2009)
 
 
 
10.1
 
2007 Stockholders' Agreement, dated as of August 28, 2007, as amended, by and among Hyatt Hotels Corporation, Madrone GHC, LLC, Lake GHC, LLC, Shimoda GHC, LLC, GS Sunray Holdings, L.L.C., GS Sunray Holdings Subco I, L.L.C., GS Sunray Holdings Subco II, L.L.C., GS Sunray Holdings Parallel, L.L.C., GS Sunray Holdings Parallel Subco, L.L.C., Mori Building Capital Investment LLC and others party thereto (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.2
 
Joinder Agreement to 2007 Stockholders' Agreement, dated as of January 26, 2010, by and among Hyatt Hotels Corporation and Mori Building Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-34521) filed with the SEC on February 25, 2010)
 
 
 
10.3
 
Joinder Agreement to 2007 Stockholders' Agreement, dated as of March 12, 2014, by and among Hyatt Hotels Corporate and Gregory B. Penner
 
 
 
+10.4
 
Second Amended and Restated Hyatt Hotels Corporation Long Term Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement or Schedule 14A (File No. 001-34521) filed with the Securities and Exchange Commission on April 22, 2013)
 
 
 
+10.5
 
Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
+10.6
 
Amendment to Hyatt Hotels Corporation Non-Employee Director Restricted Stock Unit Award Agreements (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on November 3, 2010)
 
 
 
+10.7
 
Form of Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
+10.8
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A (File No. 001-34521) filed with the Securities and Exchange Commission on April 13, 2012)
 
 
 

E- 2


Exhibit Number
 
Exhibit Description
+10.9
 
Second Amendment to Hyatt Hotels Corporation Special Restricted Stock Unit Award Agreements (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on November 3, 2010)
 
 
 
+10.10
 
Amendment to Hyatt Hotels Corporation 2008 and 2009 Restricted Stock Unit Award Agreements, dated December 17, 2010 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-34521) filed with the SEC on February 17, 2011)
 
 
 
+10.11
 
Form of 2006 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
+10.12
 
Form of 2007 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
+10.13
 
Form of 2008 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
+10.14
 
Form of 2009 Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
+10.15
 
Form of Stock Appreciation Rights Award Agreement under Long-Term Incentive Plan (incorporated by reference to Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-34521) filed with the Securities and Exchange Commission on February 25, 2010)
 
 
 
+10.16
 
Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on March 21, 2011)
 
 
 
+10.17
 
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Current Report on Form 8-K/A (File No. 001-34521) filed with the Securities and Exchange Commission on April 13, 2012)
 
 
 
+10.18
 
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 001-34521) filed with the Securities and Exchange Commission on February 18, 2014)
 
 
 
+10.19
 
Amended and Restated Hyatt Hotels Corporation Deferred Compensation Plan for Directors, dated as of December 10, 2009 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-34521) filed with the Securities and Exchange Commission on February 25, 2010)
 
 
 
+10.20
 
First Amendment to the Hyatt Hotels Corporation Deferred Compensation Plan for Directors, dated December 17, 2010 (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on February 17, 2011)
 
 
 

E- 3


Exhibit Number
 
Exhibit Description
+10.21
 
Hyatt Hotels Corporation Fourth Amended and Restated Summary of Non-Employee Director Compensation (January 1, 2015) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 001-34521) filed with the Securities and Exchange Commission on October 29, 2014)
 
 
 
+10.22
 
Employment Letter, dated as of December 12, 2012, between Hyatt Hotels Corporation and Mark S. Hoplamazian (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on December 14, 2012)
 
 
 
+10.23
 
Employment Letter, dated as of July 31, 2012, between Hyatt Hotels Corporation and Gebhard F. Rainer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on August 1, 2012)
 
 
 
+10.24
 
Employment Letter, dated as of December 12, 2012, between Hyatt Hotels Corporation and Thomas J. Pritzker (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on December 14, 2012)
 
 
 
+10.25
 
Employment Letter, dated as of May 3, 2007, between Hyatt Hotels Corporation and Stephen Haggerty (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on August 5, 2010)
 
 
 
+10.26
 
Letter Agreement, dated as of December 28, 2012, between Hyatt Hotels Corporation and Stephen Haggerty (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 001-34521) filed with the Securities and Exchange Commission on February 13, 2013)
 
 
 
+10.27
 
Hyatt Hotels Corporation Executive Officer Change in Control Plan and Summary Plan Description (incorporated by reference to Exhibit 10.47 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on September 9, 2009)
 
 
 
+10.28
 
First Amendment to the Hyatt Hotels Corporation Executive Change in Control Plan, dated December 17, 2010 (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on February 17, 2011)
 
 
 
+10.29
 
Hyatt Hotels Corporation Corporate Office Severance Plan and Summary Plan Description (incorporated by reference to Exhibit 10.48 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on September 9, 2009)
 
 
 
+10.30
 
First Amendment to the Hyatt Hotels Corporation Corporate Office Severance Plan, dated December 17, 2010 (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on February 17, 2011)
 
 
 
+10.31
 
Amended and Restated Hyatt Hotels Corporation Executive Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement or Schedule 14A (File No. 001-34521) filed with the Securities and Exchange Commission on April 22, 2013)
 
 
 
+10.32
 
Hyatt International Hotels Retirement Plan (incorporated by reference to Exhibit 10.55 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on November 2, 2009)
 
 
 
+10.33
 
Amended and Restated Hyatt Corporation Deferred Compensation Plan, effective May 3, 2010 (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 (File No. 333-165384) filed with the Securities and Exchange Commission on March 10, 2010)

E- 4


Exhibit Number
 
Exhibit Description
 
 
 
+10.34
 
First Amendment to the Amended and Restated Hyatt Corporation Deferred Compensation Plan, effective May 3, 2010 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 001-34521) filed with the Securities and Exchange Commission on May 6, 2010)
 
 
 
+10.35
 
Second Amendment to the Amended and Restated Hyatt Corporation Deferred Compensation Plan, effective September 30, 2010 (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-34521) filed with the Securities and Exchange Commission on February, 16, 2012)
 
 
 
+10.36
 
Hyatt Hotels Corporation Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-34521) filed with the Securities and Exchange Commission on April 21, 2010)
 
 
 
+10.37
 
First Amendment to the Hyatt Hotels Corporation Employee Stock Purchase Plan, dated March 19, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-34521) filed with the Securities and Exchange Commission on May 3, 2012)
 
 
 
10.38
 
Amended and Restated Office Lease, dated as of June 15, 2004, as amended, between Hyatt Corporation and FrankMon LLC (as of December 20, 2010, FrankMon LLC transferred ownership interest to 71 South Wacker Drive LLC) (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.39
 
Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and Pritzker Realty Group, L.P. (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.40
 
Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and The Pritzker Organization, L.L.C. (incorporated by reference to Exhibit 10.23 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.41
 
Fifth Amendment to Sublease, dated as of November 2, 2011, between Hyatt Corporation and The Pritzker Organization, L.L.C. (incorporated by reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-34521) filed with the Securities and Exchange Commission on February 16, 2012)
 
 
 
10.42
 
Sixth Amendment to Sublease, dated as of June 12, 2012, between Hyatt Corporation and The Pritzker Organization, L.L.C. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-34521) filed with the Securities and Exchange Commission on August 1, 2012)
 
 
 
10.43
 
Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and H Group Holding, Inc. (incorporated by reference to Exhibit 10.24 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.44
 
Fourth Amendment to Sublease, dated as of March 20, 2012, between Hyatt Corporation and H Group Holding, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-34521) filed with the Securities and Exchange Commission on May 3, 2012)
 
 
 

E- 5


Exhibit Number
 
Exhibit Description
10.45
 
Sublease Termination Agreement, dated as of December 31, 2012, between Hyatt Corporation and H Group (incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 001-34521) filed with the Securities and Exchange Commission on February 13, 2013)
 
 
 
10.46
 
Sublease Agreement, dated as of June 15, 2004, as amended, between Hyatt Corporation and CC-Development Group, Inc. (incorporated by reference to Exhibit 10.25 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.47
 
Third Amendment to Sublease, dated as of February 22, 2012, between Hyatt Corporation and CC-Development Group, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-34521) filed with the Securities and Exchange Commission on May 3, 2012)
 
 
 
10.48
 
Agreement Regarding Allocation of Certain Office Costs Relating to Thomas J. Pritzker in his role as Executive Chairman of Hyatt Hotels Corporation, dated as of February 14, 2012, between Hyatt Corporation and The Pritzker Organization, L.L.C. (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-34521) filed with the Securities and Exchange Commission on February, 16, 2012)
 
 
 
10.49
 
Omnibus Office Services Agreement, dated as of August 3, 2006, between Global Hyatt Corporation, Pritzker Realty Group, L.P., CC-Development Group, H Group Holding, Inc., The Pritzker Organization, L.L.C., Pritzker Family Office, L.L.C. and Pritzker Realty Group, L.P. and others party thereto (incorporated by reference to Exhibit 10.27 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.50
 
Master (Permanent) Non-Gaming Services Agreement, dated as of July 19, 2002, between Hyatt Corporation and Falls Management Company (incorporated by reference to Exhibit 10.34 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on September 9, 2009)
 
 
 
10.51
 
Letter regarding Termination of Omnibus Office Services Agreement, dated as of January 12, 2012, by Pritzker Realty Group, L.P. (incorporated by reference to Exhibit 10.59 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-34521) filed with the Securities and Exchange Commission on February 16, 2012)
 
 
 
10.52
 
Letter regarding employee benefit administration dated as of February 12, 2008, by Hyatt Gaming Management, Inc. (incorporated by reference to Exhibit 10.38 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.53
 
Employee Benefits and Other Employment Matters Allocation and Separation Agreement, dated as of July 1, 2004, among Hyatt Corporation, Hyatt Gaming Management, Inc., H Group Holding, Inc., HCC Corporation and Grand Victoria Casino & Resort, L.P. (incorporated by reference to Exhibit 10.39 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.54
 
Tax Separation Agreement, dated as of June 30, 2004, as amended, among H Group Holding, Inc., Hyatt Corporation, CC-Development Group, Inc. and each of their respective direct and indirect Subsidiaries (incorporated by reference to Exhibit 10.42 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 1, 2009)
 
 
 
10.55
 
Second Amended and Restated Limited Liability Company Agreement of W2007 Waikiki Holdings, L.L.C., dated as of October 9, 2009 (incorporated by reference to Exhibit 10.43 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 15, 2009)

E- 6


Exhibit Number
 
Exhibit Description
 
 
 
10.56
 
Senior Loan Agreement, dated as of July 16, 2008, between W2007 WKH Senior Borrower, LLC and SDI, Inc. (incorporated by reference to Exhibit 10.44 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 15, 2009)
 
 
 
10.57
 
Second Amended and Restated Credit Agreement, dated as of January 6, 2014, among Hyatt Hotels Corporation and Hotel Investors I, Inc., as Borrowers, certain subsidiaries of Hyatt Hotels Corporation, as Guarantors, various Lenders, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., as Joint Book Runners and Co-Lead Arrangers, and JPMorgan Chase Bank, N.A., Deutsche Bank Securities, Inc. and SunTrust Bank, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on January 6, 2014)
 
 
 
10.58
 
Form of Franchise Agreement with Hyatt Place Franchising, L.L.C., as amended (incorporated by reference to Exhibit 10.46 to the Company's Registration Statement on Form S-1 (File No. 333- 161068) filed with the Securities and Exchange Commission on August 5, 2009)
 
 
 
10.59
 
Amended and Restated Asset Purchase Agreement, dated as of August 23, 2011, between LodgeWorks, L.P., Sierra Suites Franchise, L.P., the other seller parties thereto, and Hyatt Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on August 24, 2011)
 
 
 
10.60
 
Second Amended and Restated Limited Liability Company Agreement of W2007 Waikiki Holdings, L.L.C., dated as of October 9, 2009 (incorporated by reference to Exhibit 10.43 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 15, 2009)
 
 
 
10.61
 
Senior Loan Agreement, dated as of July 16, 2008, between W2007 WKH Senior Borrower, LLC and SDI, Inc. (incorporated by reference to Exhibit 10.44 to the Company's Registration Statement on Form S-1 (File No. 333-161068) filed with the Securities and Exchange Commission on October 15, 2009)
 
 
 
12.1
 
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
 
 
 
14.1
 
Code of Business Conduct and Ethics
 
 
 
21.1
 
List of Subsidiaries
 
 
 
23.1
 
Consent of Deloitte & Touche LLP
 
 
 
31.1
 
Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
99.1
 
Amended and Restated Global Hyatt Agreement, dated as of October 1, 2009, by and among Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, solely in their capacity as co-trustees, and each signatory thereto
 
 
 
99.2
 
Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each signatory thereto
 
 
 
101.INS
 
XBRL Instance Document

E- 7


Exhibit Number
 
Exhibit Description
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

+
Management contract or compensatory plan or arrangement.


E- 8
EX-10.3 2 a123114exhibit103.htm JOINDER AGREEMENT TO 2007 STOCKHOLDERS' AGREEMENT 12.31.14 Exhibit 10.3
Exhibit 10.3

JOINDER AGREEMENT

This JOINDER AGREEMENT to Global Hyatt Corporation 2007 Stockholders’ Agreement (the “Joinder Agreement”) is made and entered into as of March 12, 2014, by and among Hyatt Hotels Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Joining Stockholder”), and relates to that certain Global Hyatt Corporation 2007 Stockholders’ Agreement, dated as of August 28, 2007 (as amended from time to time, the “Stockholders’ Agreement”), by and among the Company and the parties set forth on Schedule 1 to the Stockholders’ Agreement (each, individually, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Stockholders’ Agreement.
WHEREAS, Shimoda GHC, LLC (“Shimoda”) is the record holder of 958,657 shares of Class B common stock, par value $0.01 per share, of the Company and is a Stockholder party to the Stockholders’ Agreement;
WHEREAS, the Joining Stockholder is acquiring membership interests in Shimoda and, in connection therewith, has agreed to become a party to the Stockholders’ Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Agreement to be Bound. The Joining Stockholder agrees that, upon the execution of this Joinder Agreement, such Joining Stockholder shall become a party to the Stockholders’ Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders’ Agreement and such Joining Stockholder shall be deemed a “Stockholder” thereunder for all purposes.
2.Binding Effect. This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the Company, the Stockholders and the Joining Stockholder and their respective heirs, personal representatives, successors and assigns.
3.Severability. If any provision of this Joinder Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Upon such determination that any provision of this Joinder Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.




Exhibit 10.3

4.Further Agreement. The parties hereto shall use commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments or documents as any other party may reasonably request in order to carry out the intent and purposes of this Joinder Agreement and to consummate the transactions contemplated hereby.
5.Effect of Headings. The Section headings of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement.
6.Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.
7.Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.
Signature Page Follows





Exhibit 10.3

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.
COMPANY:

HYATT HOTELS CORPORATION


By:_/s/ Mark S. Hoplamazian___________
Name: Mark S. Hoplamazian
Title: President and CEO


JOINING STOCKHOLDER:

GREGORY B. PENNER 2014 GRAT NO. 1


By:    _/s/ Gregory B. Penner_______________
Name: Gregory B. Penner
Title: Trustee






EX-12.1 3 a123114exhibit121.htm STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 12.31.14 Exhibit 12.1


Exhibit 12.1
HYATT HOTELS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In millions of dollars)
 
For the Years Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
Earnings:
 
 
 
 
 
 
 
 
 
Pretax income from continuing operations before adjustment for income or loss from equity investees
$
500

 
$
322

 
$
116

 
$
78

 
$
128

Fixed charges
129

 
105

 
95

 
81

 
83

Distributed income of equity method investees
70

 
39

 
15

 
12

 
9

Subtract: Interest capitalized net of amortization
4

 
5

 
1

 
1

 
9

Subtract: Non-controlling interest loss with no fixed charges
(1
)
 
(2
)
 
(1
)
 
(1
)
 
(10
)
Total Earnings
$
696

 
$
463

 
$
226

 
$
171

 
$
221

 
 
 
 
 
 
 
 
 
 
Fixed Charges:
 
 
 
 
 
 
 
 
 
Interest expense
$
78

 
$
74

 
$
74

 
$
61

 
$
65

Interest within rent expense
28

 
26

 
21

 
20

 
18

Performance guarantees expense
23

 
5

 

 

 

Total Fixed Charges
$
129

 
$
105

 
$
95

 
$
81

 
$
83

 
 
 
 
 
 
 
 
 
 
Ratio of Earnings to Fixed Charges (1)
5.4x

 
4.4x

 
2.4x

 
2.1x

 
2.7x


(1)
For purposes of calculating the ratio of earnings to fixed charges, earnings represents pre-tax earnings before adjustments for income or loss from equity investees; and fixed charges include: interest (expenses and capitalized), amortized premiums, discounts and capitalized expenses related to indebtedness, the interest portion of rent expense that is deemed to be representative of the interest factor, and performance guarantee expense. Our performance guarantee arrangements are primarily subject to annual performance guarantee metrics.




EX-14.1 4 a123114exhibit141.htm CODE OF BUSINESS CONDUCT AND ETHICS 12.31.14 Exhibit 14.1

Exhibit 14.1
Hyatt Hotels Corporation        
Code of Business Conduct and Ethics



INTRODUCTION

This Code of Business Conduct and Ethics (this “Code”) is designed to reaffirm and promote Hyatt Hotels Corporation’s compliance with laws and ethical standards applicable in all jurisdictions in which Hyatt Hotels Corporation and its subsidiaries (collectively referred to herein as “Hyatt”) conduct their business. This Code is applicable to all directors and officers of Hyatt, and all associates, including, without limitation, General Managers, members of the Management or Executive Committees and other persons (collectively, “associates”) who work in or are affiliated with any hotel, residential or vacation ownership property that is owned, leased, managed or franchised by Hyatt and operated under or in association with the “Hyatt,” “Hyatt Regency,” “Grand Hyatt,” “Park Hyatt,” “Andaz,” “Hyatt Place,” “Hyatt House,” “Hyatt Residence Club,” “Hyatt Zilara”, or “Hyatt Ziva” trademarks, or such other trademarks owned by Hyatt (individually referred to herein as a “Hotel” and, collectively, as the “Hotels”).

References in this Code to “you” and “your” refer to the officers, directors and associates of Hyatt. Similarly, references in this Code to “we” and “our” refer to Hyatt and the Hotels.

Hyatt operations and Hyatt associates are subject to the laws of many countries and other jurisdictions around the world. Associates are expected to comply with the Code and all applicable government laws, rules and regulations. If a provision of the Code conflicts with applicable law, the law controls.

Because Hyatt Hotels Corporation is incorporated in the United States, our associates around the world often are subject to U.S. laws. Other countries may also apply their laws outside their borders to Hyatt operations and personnel. If you are uncertain what laws apply to you, or if you believe there may be a conflict between different applicable laws, consult Hyatt’s General Counsel or any Associate General Counsel of Hyatt’s Legal Department, whose contact details are attached at the end of this document.

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. There is no substitute for personal integrity and good judgment. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with Hyatt’s ethical standards, we encourage you to contact your supervisor. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the General Counsel or any Associate General Counsel of Hyatt’s Legal Department.


Reporting Violations of the Code


Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



You have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to Hyatt. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor or in the event of a violation of Section 12, directly to the General Counsel or Vice President of Internal Audit. Your supervisor will contact the General Counsel or any Associate General Counsel of Hyatt’s Legal Department, who will work with you and your supervisor to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you should contact the General Counsel, any Associate General Counsel of Hyatt’s Legal Department, or Vice President of Internal Audit directly. All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. Your confidentiality will be protected to the extent possible, consistent with applicable law and Hyatt’s need to investigate your concern.

We also have a website, www.hyattethics.com, and a dedicated toll-free number for those of you in the United States, 1-866-294-3528, available 24 hours a day, seven days a week, to provide you and vendors a way to anonymously and confidentially report activities that potentially may involve criminal, unethical or otherwise inappropriate behavior in violation of applicable law, and Hyatt’s established policies, including this Code. International toll-free numbers and specific reporting instructions and limitations for those reporting from outside the United States may be found on the website at www.hyattethics.com. In the event an international toll-free number is not available, you may call us collect at 503-726-2412.

Policy Against Retaliation

Hyatt prohibits retaliation against anyone who, in good faith, seeks help or reports known or suspected violations of this Code. Any reprisal or retaliation against anyone covered by this Code because such person, in good faith, sought help or filed a report will be subject to disciplinary action, which may include suspension or termination of association with Hyatt.

Amendments to and Waivers of the Code/Enforcement

This Code may be amended or modified only by the Board of Directors of Hyatt Hotels Corporation.

Waivers of this Code for associates may be made only by Hyatt’s General Counsel. The General Counsel will provide quarterly reports to the Audit Committee of such waivers. Any waiver of this Code for directors, executive officers or other principal financial officers of Hyatt Hotels Corporation may be made only by the Audit Committee of the Board of Directors or the Board of Directors of Hyatt Hotels Corporation, and will be disclosed to the public as required by law or the rules of the New York Stock Exchange.

Violations of this Code will be addressed promptly and, subject to compliance with applicable law or regulation, may subject persons to corrective and/or disciplinary action.

This Code supplements and does not supersede or replace the terms and conditions of any agreement signed by you and Hyatt. If you believe the terms of this policy conflict with any such agreement, you should contact Hyatt’s General Counsel.


Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



POLICY STATEMENT

1.
Standards of Conduct / Compliance with Applicable Laws

It is the policy of Hyatt to conduct its business and to cause the business of all Hotels to be conducted in accordance with all applicable laws and regulations of the jurisdictions in which such business is conducted and to do so with honesty and integrity and in accordance with the highest moral and ethical standards.

2.
Conflicts of Interest

A conflict of interest can occur when the private interest of a person who is covered by this Code interferes, or reasonably appears to interfere, with the interests of Hyatt or any Hotel, as the case may be. You should avoid any private interest that influences your ability to act in the interests of Hyatt or any Hotel or that makes it difficult to perform your work objectively and effectively. Conflicts of interest may also arise if you (or any member of your family) receive personal benefits as a result of your position with Hyatt.

Situations involving a conflict of interest may not always be obvious or easy to resolve. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you should report it to your supervisor or the General Counsel or any Associate General Counsel of Hyatt’s Legal Department. Your supervisor and the Legal Department will work with you to determine whether you have a conflict of interest and, if so, how best to address it.

3.
Corporate Opportunities

You are expected to advance the interests of Hyatt and the Hotels when the opportunity to do so arises. You may not take for yourself business opportunities that arise through either the use of our property or information or your position with Hyatt or any Hotel. You are also prohibited from using either our property or information or your position for personal gain and competing in any way with Hyatt. Competing with Hyatt may involve engaging in the same line of business as Hyatt, or any situation where you take away from Hyatt opportunities for sales or purchases of services, products, property or interests. Your service as a director or an officer of a company, organization or association in a related business, if timely disclosed to Hyatt and approved or ratified by the Audit Committee, is not deemed to be a violation of this Code.

4.
Confidential Information

You have access to a variety of confidential information while employed at Hyatt or a Hotel, as applicable. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to Hyatt or such Hotel or our customers. Examples of such confidential information include, without limitation, brand standards, operating manuals, data processing systems, programs, procedures, databases, data, sales and marketing information, marketing strategies, and financial information. Respect the property of Hyatt, including its intellectual property (such as trademarks, logos, brand names and computer systems) and confidential information. You are expected to safeguard all

Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



confidential information of Hyatt, the Hotels or third parties with which Hyatt or the Hotels conduct business, except when disclosure is authorized or legally mandated.

5.
Competition and Fair Dealing

You should compete fairly without collusion or collaboration (whether express or implied, formal or informal, oral or written) with competitors to divide markets, set prices, restrict production, standardize terms of trade (including such matters as hours of operation, service charges, hotel check-out times, or hotel reservation policies), allocate customers or otherwise restrain competition or to boycott any individual or entity. You should also endeavor to deal fairly with customers and suppliers of Hyatt and the Hotels, as applicable. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practices that may violate the laws designed to prevent unfair competition or anti-competitive practices.

6.
Protection and Proper Use of Corporate Assets

You should protect the assets of Hyatt and the Hotels, as applicable, and ensure their efficient use for legitimate business purposes only. No funds, assets, services or facilities of Hyatt or of any Hotel (including, for the purposes hereof, without limitation, complimentary items, discounts and amenities) may be used, directly or indirectly, for any unlawful or unethical purpose. Use the property of Hyatt only for legitimate business purposes, as authorized in connection with your job responsibilities. You should not share or use computer access information of other Hyatt or Hotel personnel, such as passwords. Any question as to the legality or ethics of any contemplated use of our funds, assets, services or facilities shall be referred to the General Counsel or any Associate General Counsel of Hyatt’s Legal Department.

7.
Prohibition Against Bribes or Kickbacks

You are prohibited from using or promising to use the funds, assets, services or facilities of Hyatt or of any Hotel to secure or retain business where such use is in violation of any applicable law or regulation. Without limiting the foregoing, you are prohibited from engaging in any form of bribery or kickbacks and from using the funds, assets, services or facilities of Hyatt or of any Hotel to improperly influence or corrupt the action of any government official, agent or employee or of any private customer, supplier or other person. In addition, Hyatt and/or its employees may be held liable for bribery or kickbacks by third parties working on behalf of the company (such as consultants, advisors, distributors, and other intermediaries) where Hyatt and/or its employees knew or reasonably should have known of the third party’s unlawful action, given the circumstances.

8.
Gifts and Entertainment

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make objective and fair business decisions. It is your responsibility to use good judgment in this area. As a general rule, you may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment

Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



would not be viewed as an inducement to or reward for any particular business decision and if the expenditure is for a legitimate business purpose, reasonable, not lavish, and reflects an amount that is customary and proportionate in the relevant jurisdiction and appropriate for the particular occasion. You are expected to properly account for expenses related to gifts and entertainment on expense reports. In the event that you are offered a gift or entertainment that exceeds the limits set by Hyatt’s Gift Policy applicable to your position, you should contact the General Counsel or any Associate General Counsel of Hyatt’s Legal Department and obtain approval prior to accepting such gift or entertainment.

9.
Prohibition Against Taking Commissions or Referral Fees

You are prohibited from accepting anything of value in exchange for referring third parties to any person, organization or group doing business or seeking to do business with Hyatt or any Hotel.

10.
Prohibition Against Using Corporate Assets for Political Purposes

Hyatt encourages you to participate in the political process as an individual and on your own time. However, you are prohibited from using the funds, assets, services or facilities of Hyatt or of any Hotel, directly or indirectly, for the purpose of aiding, supporting or opposing any political party, association, organization or candidate where such use is illegal or improper under the laws or regulations of the relevant jurisdiction. Please contact the General Counsel or any Associate General Counsel of Hyatt’s Legal Department if you have any questions about this policy.

11.
Compliance With Insider Trading Laws

Associates are prohibited from trading in the stock or other securities of Hyatt Hotels Corporation while in possession of material, nonpublic information about Hyatt. In addition, associates are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other securities of Hyatt Hotels Corporation on the basis of material, nonpublic information. Associates who obtain material nonpublic information about another company in the course of their association with Hyatt are prohibited from trading in the stock or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by Hyatt, up to and including termination of association or employment with Hyatt. The laws against insider trading are specific and complex. Please refer to Hyatt’s Insider Trading Compliance Program for more information. If you have any questions about this policy, please contact the General Counsel or any Associate General Counsel of Hyatt’s Legal Department.


Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



12.
Accuracy of Company Records and Financial Reports

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports, public filings and other disclosures to third parties and guide our business decision-making and strategic planning. Our records include booking information, customers’ personal data, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All of our records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are expected to act in good faith, responsibly, with due care, competence and with common sense in a timely manner. You may not misrepresent material facts or allow your independent judgment or decisions to be improperly influenced or biased by others or by other factors such as operating unit or individual performance or objectives, plans, forecasts or financial commitments. If you believe someone is asking or directing you to violate these obligations, report the situation promptly. You are responsible for understanding and complying with our record-keeping policy. Ask your supervisor if you have any questions.

Hyatt’s financial officers and other associates serving in a finance, accounting, corporate treasury, tax or investor relations role (the “Finance Team”) have a special responsibility to ensure that all of our financial disclosures with respect to Hyatt and the Hotels are prepared and reported in a full, fair, accurate, timely and understandable manner. These associates must understand and comply with applicable law, Hyatt’s accounting policies and U.S. generally accepted accounting principles. You are expected to comply with the internal controls, disclosure controls and procedures and other policies and procedures established by Hyatt from time to time.

Any action (direct or indirect) to force, manipulate, mislead or fraudulently influence any person, including a financial officer or other member of the Finance Team, in the performance of their duties with respect to the financial books and records is a violation of this Code. This includes situations involving the recording or authorization of any financial transactions that are incorrect or improper or not adequately supported. Any action (direct or indirect) to force, manipulate, mislead or fraudulently influence Hyatt’s independent auditors in the performance of their audit or review of Hyatt’s financial statements is prohibited. Any violation of this Section 12 should be reported directly to the General Counsel or Vice President of Audit Services.

13.
Certification

After reading this Code, all (i) directors and officers of Hyatt Hotels Corporation; (ii) employees working at Hyatt’s corporate headquarters, divisional offices, service centers and sales offices; (iii) members of the Management and Executive Committees at the Hotels; (iv) associates with the title of Manager and above; and (v) associates who work in Hotels in materials management, finance and human resources shall acknowledge in writing that he/she has read and understood this Code of Business Conduct and Ethics, and understands that he/she is responsible to abide fully with all of the obligations contained herein. The Acknowledgement of Code of Business Conduct and Ethics form attached at the end of this

Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



Code may be executed via an electronic acknowledgement or by returning a signed copy of the Acknowledgement to Hyatt’s General Counsel.



Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.





Contact Information:

General Counsel:

Rena Hozore Reiss
+1 (312) 780-5490
rena.reiss@hyatt.com

Associate General Counsels:

David Blasi
+1 (312) 780-5372
david.blasi@hyatt.com

Margaret Egan
+1 (312) 780-5527
margaret.egan@hyatt.com

James Francque
+1 (312) 780-2987
james.francque@hyatt.com

Margaret Jones
+1 (312) 780-5512
margaret.jones@hyatt.com

Rob Schnitz
+1 (312) 780-5520
rob.schnitz@hyatt.com


Vice President of Internal Audit

James Werner
+1 (312) 780-5719
james.werner@hyatt.com




Code of Business Conduct and Ethics
Adopted by the Audit Committee on September 9, 2009.
Adopted by the Board of Directors on September 10, 2009 and effective as of November 4, 2009; amended as of December 12, 2013.



Hyatt Hotels Corporation
Acknowledgment of Code of Business Conduct and Ethics



I have read and understood this Code of Business Conduct and Ethics, and understand that I am responsible to abide fully with all of the obligations contained herein.


Print Name: _________________________________________________


Signature: _________________________________________________


Title: _________________________________________________


Location: _________________________________________________


Date: _________________________________________________




*This Acknowledgement may be deleted from the Hyatt Learning Network or other systems with an electronic acknowledgement of the Code.


EX-21.1 5 a123114exhibit211.htm LIST OF SUBSIDIARIES 12.31.14 Exhibit 21.1
Exhibit 21.1

HYATT HOTELS CORPORATION
SUBSIDIARIES OF THE REGISTRANT
Name
Jurisdiction of
Incorporation or Organization
1379919 ALBERTA INC.
Alberta, Canada
319168 ONTARIO LIMITED
Ontario, Canada
3385434 CANADA INC.
Canada
AIC HOLDING CO.
Delaware
AMERISUITES FRANCHISING L.L.C.
Delaware
ARANCIA LIMITED
Hong Kong (PRC)
ARUBA BEACHFRONT RESORTS LIMITED PARTNERSHIP
Illinois
ARUBA BEACHFRONT RESORTS N.V.
Aruba
ASIA HOSPITALITY, INC.
Cayman Islands
ASIA HOSPITALITY INVESTORS B.V.
Netherlands
ASIAN HOTEL N.V.
Curacao
ATRIUM HOTEL, L.L.C
Delaware
BAKU HOTEL COMPANY – AZERI
Azerbaijan
BAKU HOTEL COMPANY – CAYMAN
Cayman Islands
BAY II INVESTOR, INC.
Nevada
BOSTON HOTEL COMPANY, L.L.C.
Delaware
BRE/AMERISUITES PROPERTIES L.L.C.
Delaware
BRE/AMERISUITES TXNC GP L.L.C.
Delaware
BRE/AMERISUITES TXNC PROPERTIES L.P.
Delaware
BURVAN HOTEL ASSOCIATES
Ontario, Canada
CHESAPEAKE COMMUNITIES, LLC
Maryland
CHESAPEAKE RESORT, LLC
Maryland
COAST BEACH, L.L.C.
Delaware
COMPAGNIE HOTELIERE DE LAGON BLEU
Papeete French Polynesia
CPM SEATTLE HOTELS, L.L.C.
Washington
CTR INTEREST HOLDCO, INC.
Delaware
CYPRESS TITLEHOLDER, LLC
Delaware
DALLAS REGENCY, LLC
Texas
DH BEVERAGE, LLC
Texas
EMERYVILLE LLC
Delaware
FAN PIER LAND COMPANY
Delaware
FP ORLANDO LLC
Delaware
FAR EAST HOTELS, INC.
Bahamas
G.E.H. PROPERTIES LIMITED
United Kingdom

1



GAINEY DRIVE ASSOCIATES
Arizona
GALAXY AEROSPACE COMPANY, LLC
Delaware
GHE HOLDINGS LIMITED
Hong Kong (PRC)
GRAND HYATT BERLIN GMBH
Germany
GRAND HYATT DFW BEVERAGE, LLC
Texas
GRAND HYATT SAN ANTONIO, L.L.C.
Delaware
GRAND HYATT SF, L.L.C.
Delaware
GRAND RIVERWALK BEVERAGE, LLC
Texas
GRAND TORONTO CORP.
Delaware
GRAND TORONTO VENTURE, L.P.
Delaware
GREENWICH HOTEL LIMITED PARTNERSHIP
Connecticut
H.E. BERMUDA, L.L.C.
Delaware
H.E. CAP CANA, L.L.C.
Delaware
H.E. DFW, L.P.
Delaware
H.E. DRISKILL, LLC
Delaware
H.E. GRAND CYPRESS, L.L.C.
Delaware
H.E. IRVINE, L.L.C.
Delaware
H.E. KANSAS CITY, L.L.C.
Delaware
H.E. NEWPORT, L.L.C.
Delaware
H.E. ORLANDO, L.L.C.
Delaware
H.E. PROPERTIES, INC.
Delaware
H.E. PROPERTIES, L.L.C.
Delaware
H.E. SAN ANTONIO, L.L.C.
Delaware
H.E. SAN ANTONIO I, L.L.C.
Delaware
HC-FW ORLANDO LLC
Delaware
HC-SJ ORLANDO LLC
Delaware
HCV CINCINNATI HOTEL, L.L.C.
Delaware
HDG ASSOCIATES
Illinois
HE-CA ORLANDO LLC
Delaware
HE ORLANDO PROP CO LLC
Delaware
HE-SEATTLE, L.L.C.
Delaware
HE-SEATTLE TWO, L.L.C.
Delaware
HGP (TRAVEL) LIMITED
Hong Kong (PRC)
HH PORTLAND, L.L.C.
Delaware
HHMA BURLINGTON BEVERAGE, L.L.C.
Massachusetts
HI HOLDINGS (SWITZERLAND) GMBH
Switzerland
HI HOLDINGS BAJA B.V.
Netherlands

2


HI HOLDINGS BRAZIL S.A.R.L.
Luxembourg
HI HOLDINGS CELAYA B.V.
Netherlands
HI HOLDINGS CIUDAD DEL CARMEN B.V.
Netherlands
HI HOLDINGS CYPRUS LIMITED
Cyprus
HI HOLDINGS CYPRUS-INDIA LIMITED
Cyprus
HI HOLDINGS GUADALAJARA B.V.
Netherlands
HI HOLDINGS HP CABO B.V.
Netherlands
HI HOLDINGS HP TIJUANA HOTEL B.V.
Netherlands
HI HOLDINGS KYOTO CO.
Delaware
HI HOLDINGS LA PAZ B.V.
Netherlands
HI HOLDINGS LATIN AMERICA B.V.
Netherlands
HI HOLDINGS NETHERLANDS B.V.
Netherlands
HI HOLDINGS PLAYA B.V.
Netherlands
HI HOLDINGS RIO S.A.R.L.
Luxembourg
HI HOLDINGS RIVIERA MAYA B.V.
Netherlands
HI HOLDINGS ZURICH S.A.R.L.
Luxembourg
HI HOTEL ADVISORY SERVICES GMBH
Switzerland
HI HOTEL INVESTORS CYPRUS LIMITED
Cyprus
HIHCL AMSTERDAM B.V.
Netherlands
HIHCL HP AMSTERDAM AIRPORT B.V.
Netherlands
HIHCL HR AMSTERDAM B.V.
Netherlands
HILP HOTEL SERVICE PROVIDER LLC
Delaware
HOTEL INVESTMENTS, L.L.C.
Delaware
HOTEL INVESTMENTS HOLDING CO LLC
Delaware
HOTEL INVESTORS I, INC.
Luxembourg
HOTEL INVESTORS II, INC.
Cayman Islands
HOTEL PROJECT SYSTEMS PTE LTD
Singapore
HP AUSTIN, L.L.C.
Delaware
HP BEVERAGE SUGAR LAND, LLC
Texas
HP DALLAS CLUB
Texas
HP GLENDALE, L.L.C.
Delaware
HP INDIA HOLDINGS LIMITED
Mauritius
HP LAS VEGAS BEVERAGE, L.L.C.
Nevada
HP M STREET, L.L.C.
Delaware
HP OMAHA, L.L.C.
Delaware
HP ROUTE 46 TEXAS, LLC
Texas
HP TEN TEXAS, LLC
Texas

3


HPHH DENVER, L.L.C.
Delaware
HPHH SAN JOSE, L.L.C.
Delaware
HQ CHESAPEAKE, LLC
Maryland
HR MC HOTEL COMPANY, S. DE R.L. DE C.V.
Mexico
HR MC SERVICES, S. DE R.L. DE C.V.
Mexico
HR MC SERVICES II, S. DE R.L. DE C.V.
Mexico
HRB HOTEL COMPANY LIMITED
England and Wales
HRHC, LLC
Texas
HT-AUSTIN RESORT, L.L.C.
Delaware
HT-AVENDRA GROUP HOLDINGS, L.L.C.
Delaware
HT-AVENDRA, L.L.C.
Delaware
HT-CHESAPEAKE COMMUNITIES, INC.
Delaware
HT-CHESAPEAKE RESORT, INC.
Delaware
HTDF, L.L.C.
Delaware
HT-FISHERMAN'S WHARF, L.L.C.
Delaware
HTFW, L.L.C.
Delaware
HTG, L.L.C.
Delaware
HT-GREENVILLE, L.L.C.
Delaware
HT-HOMESTEAD, INC.
Delaware
HT-HOTEL EQUITIES, INC.
Delaware
HT-HUNTINGTON BEACH, INC.
Delaware
HT-JERSEY PIER, INC.
Delaware
HT-JERSEY PIER, L.P.
Delaware
HT-JERSEY PIER, LLC
Delaware
HTLB, L.L.C.
Delaware
HT-LISLE, INC.
Delaware
HT-LISLE HOTEL, L.L.C.
Delaware
HT-LONG BEACH, L.L.C.
Delaware
HT NAPA HOTEL, LLC
Delaware
HT-NEW ORLEANS HOTEL, L.L.C.
Delaware
HT-PARK 57, INC.
Delaware
HT ORLANDO LLC
Delaware
HT RANCHO CORDOVA, LLC
Delaware
HT-SANTA BARBARA MOTEL, INC.
Delaware
HT-SANTA BARBARA MOTEL PARTNERSHIP
Illinois
HT SANTA CLARA, LLC
Delaware
HT SAVANNAH, LLC
Delaware

4


HTS-ASPEN, L.L.C.
Delaware
HTS-BC, INC.
Delaware
HTSF, L.L.C.
Delaware
HTS-INVESTMENT, INC.
Delaware
HTS - NS, L.L.C.
Delaware
HTS - NY, L.L.C.
Delaware
HTUP-LISLE HOTEL ASSOCIATES
Illinois
HT-VANCOUVER INC.
Ontario, Canada
HTW BEVERAGE, LLC
Texas
HY LONG BEACH HOTEL, LLC
Delaware
HYATT (BARBADOS) CORPORATION
Barbados
HYATT (JAPAN) CO., LTD.
Japan
HYATT (THAILAND) LIMITED
Thailand
HYATT ARCADE, L.L.C.
Delaware
HYATT ARUBA N.V.
Aruba
HYATT ASIA PACIFIC HOLDINGS LIMITED
Hong Kong (PRC)
HYATT AUSTRALIA HOTEL MANAGEMENT PTY LIMITED
Australia
HYATT AUSTRIA GMBH
Austria
HYATT BEACH FRONT N.V.
Aruba
HYATT BORNEO MANAGEMENT SERVICES LIMITED
Hong Kong (PRC)
HYATT BRITANNIA CORPORATION LTD.
Cayman
HYATT CC OFFICE CORP.
Delaware
HYATT CHAIN SERVICES LIMITED
Hong Kong (PRC)
HYATT CORPORATION
Delaware
HYATT CRYSTAL CITY, LLC.
Delaware
HYATT CURACAO, N.V.
Curacao
HYATT DISASTER RELIEF FUND
Illinois
HYATT DO BRASIL PARTICIPACOES LTDA
Brazil
HYATT EQUITIES (DEN), LLC
Delaware
HYATT EQUITIES, L.L.C.
Delaware
HYATT EXECUTIVES PARTNERSHIP NO. 1, L.P.
Illinois
HYATT FOREIGN EMPLOYMENT SERVICES, INC.
Delaware
HYATT FRANCHISING, L.L.C.
Delaware
HYATT FRANCHISING CANADA CORP.
Delaware
HYATT FRANCHISING LATIN AMERICA, L.L.C.
Delaware
HYATT FULFILLMENT OF MARYLAND, INC.
Maryland
HYATT GTLD, L.L.C.
Delaware

5


HYATT HOC, INC.
Delaware
HYATT HOLDINGS (UK) LIMITED
United Kingdom
HYATT HOTELS CONSULTANCY SERVICES ASIA PACIFIC LIMITED
Hong Kong (PRC)
HYATT HOTEL MANAGEMENT LIMITED
Hong Kong (PRC)
HYATT HOTELS CORPORATION OF KANSAS
Kansas
HYATT HOTELS CORPORATION OF MARYLAND
Maryland
HYATT HOTELS FOUNDATION
Delaware
HYATT HOTELS MANAGEMENT CORPORATION
Delaware
HYATT HOTELS OF CANADA, INC.
Delaware
HYATT HOTELS OF FLORIDA, INC.
Delaware
HYATT HOTELS OF PUERTO RICO, INC.
Delaware
HYATT HOUSE CANADA, INC.
Delaware
HYATT HOUSE FRANCHISING, L.L.C.
Kansas
HYATT HOUSE HOTEL HOLDING COMPANY, L.L.C.
Delaware
HYATT INDIA CONSULTANCY PRIVATE LIMITED
India
HYATT INTERNATIONAL (ASIA) LIMITED
Hong Kong (PRC)
HYATT INTERNATIONAL (EUROPE AFRICA MIDDLE EAST) LLC
Switzerland
HYATT INTERNATIONAL MILAN, L.L.C.
Delaware
HYATT INTERNATIONAL CORPORATION
Delaware
HYATT INTERNATIONAL HOLDINGS CO.
Delaware
HYATT INTERNATIONAL HOTEL MANAGEMENT (BEIJING) CO. LTD.
People’s Republic of China
HYATT INTERNATIONAL PROPERTY MANAGEMENT (BEIJING) CO. LTD.
People’s Republic of China
HYATT INTERNATIONAL TECHNICAL SERVICES, INC.
Delaware
HYATT INTERNATIONAL –ASIA PACIFIC, LIMITED
Hong Kong (PRC)
HYATT INTERNATIONAL – JAPAN, LIMITED
Hong Kong (PRC)
HYATT INTERNATIONAL –SEA, (PTE) LIMITED
Singapore
HYATT INTERNATIONAL – SOUTHWEST ASIA, LIMITED
Dubai
HYATT JV HOLDINGS, L.L.C.
Delaware
HYATT LACSA SERVICES, INC.
Delaware
HYATT LOUISIANA, L.L.C.
Delaware
HYATT MAINZ GMBH
Germany
HYATT MARKETING SERVICES, INC.
Delaware
HYATT MINNEAPOLIS, LLC
Delaware
HYATT MARKETING SERVICES NIGERIA COMPANY LIMITED
Nigeria
HYATT MINORITY INVESTMENTS, INC.
Delaware
HYATT MSS, L.L.C.
Delaware
HYATT NORTH AMERICA MANAGEMENT SERVICES, INC.
Delaware

6


HYATT OF AUSTRALIA LIMITED
Hong Kong (PRC)
HYATT OF BAJA S. DE R.L. DE C.V.
Mexico
HYATT OF CHINA LIMITED
Hong Kong (PRC)
HYATT OF FRANCE S.A.R.L.
France
HYATT OF GUAM LIMITED
Hong Kong (PRC)
HYATT OF ITALY S.R.L.
Italy
HYATT OF LATIN AMERICA AND CARIBBEAN, L.L.C.
Delaware
HYATT OF LATIN AMERICA, S.A. DE C.V.
Mexico
HYATT OF MACAU LIMITED
Hong Kong (PRC)
HYATT OF MEXICO, S.A. DE C.V.
Mexico
HYATT OF PHILIPPINES LIMITED
Hong Kong (PRC)
HYATT PARTNERSHIP INTERESTS, L.L.C.
Delaware
HYATT PLACE ANNE ARUNDEL BEVERAGE, INC.
Maryland
HYATT PLACE CANADA CORPORATION
Delaware
HYATT PLACE FRANCHISING, L.L.C.
Delaware
HYATT PLACE OF MARYLAND, INC.
Maryland
HYATT REGENCY COLOGNE GMBH
Germany
HYATT REGENCY CORPORATION PTY. LIMITED
Australia
HYATT SERVICES AUSTRALIA PTY LIMITED
Australia
HYATT SERVICES CANADA, INC.
Ontario, Canada
HYATT SERVICES CARIBBEAN, L.L.C.
Delaware
HYATT SERVICES GMBH
Germany
HYATT SERVICES INDIA PRIVATE LIMITED
India
HYATT SHARED SERVICE CENTER, L.L.C.
Delaware
HYATT TRINIDAD LIMITED
Trinidad and Tobago
HYCANADA INC.
Alberta, Canada
HYCARD, INC.
Delaware
HYEX 57 HOTEL LLC
Delaware
HYSTAR, L.L.C.
Delaware
INFORMATION SERVICES LIMITED
Hong Kong (PRC)
INTERNATIONAL RESERVATIONS LIMITED
Hong Kong (PRC)
JOINT VENTURE ITALKYR CLOSED JOINT STOCK COMPANY
Kyrgyz Republic
KSA MANAGEMENT, INC.
Kansas
KYOTO HOLDING CO.
Cayman Islands
KYOTO HOTEL HOLDING SARL
Switzerland
LHR-PARTNERS, LTD.
Kentucky
LORING PARK ASSOCIATES, LIMITED PARTNERSHIP
Minnesota

7


LOST PINES BEVERAGE, LLC
Texas
MARION RESERVATION CENTER, L.L.C.
Delaware
MENDOZA INVESTMENT COMPANY LIMITED
Cayman Islands
MEXICO CITY HOTEL INVESTMENTS B.V.
Netherlands
MILAN HOTEL INVESTMENTS B.V.
Netherlands
MUNICH OPCO GMBH
Germany
ORLANDO OPCO, INC.
Delaware
OX PROP LLC
Delaware
PT HYATT INDONESIA
Indonesia
PARIS HOTEL COMPANY B.V.
Netherlands
PARK HYATT HOTEL GMBH
Switzerland
PARK HYATT WATER TOWER ASSOCIATES, L.L.C.
Illinois
PH NEW YORK L.L.C.
Delaware
POLK SMITH REGENCY, LLC
Texas
PVD INVESTMENT COMPANY S.A.R.L.
Luxembourg
RCG PROPERTIES, LLC
Georgia
REGENCY BEVERAGE COMPANY, LLC
Texas
REGENCY RIVERWALK BEVERAGE, LLC
Texas
RESERVATIONS CENTER, L.L.C.
Delaware
RIO JV PARTNERS PARTICIPACOES LTDA.
Brazil
RIP PRETO PARTNERS HOTEIS LTDA.
Brazil
RIO PRETO PARTNERS S.A.R.L.
Luxembourg
ROSEMONT PROJECT MANAGEMENT, L.L.C.
Delaware
ROUTE 46 MANAGEMENT ASSOCIATES CORP.
Delaware
ROYAL PALM RESORT, L.L.C.
Delaware
RUNWAY, L.L.C.
Texas
RUNWAY HOLDING, L.L.C.
Delaware
SAO PAULO INVESTORS LIMITED
Bahamas
SASIH
France
SDI EQUITIES INVESTOR, L.L.C.
Nevada
SDI SECURITIES 11, LLC
Nevada
SDI SECURITIES 6, LLC
Nevada
SDI, INC.
Nevada
SELECT HOTELS GROUP, L.L.C.
Delaware
SELECT JV HOLDINGS, L.L.C.
Delaware
SEOUL MIRAMAR CORPORATION
Korea
SETTLEMENT INVESTORS INC.
Bahamas

8


SHG PUERTO RICO, INC.
Delaware
SKS CORP. N.V.
Curacao
SMC HOTELS B.V.
Netherlands
STANHOPE, L.L.C.
Delaware
THE GREAT EASTERN HOTEL COMPANY LIMITED
England and Wales
THE GREAT EASTERN HOTEL HOLDING COMPANY LIMITED
England and Wales
TWO SEAS HOLDINGS LIMITED
Mauritius
WEST END RESIDENCES, L.L.C.
Delaware
WOODFIELD FINANCIAL CONSORTIUM, L.L.C.
Delaware
XENIA ASSURANCE COMPANY, INC.
Arizona
ZURICH ESCHERWIESE HOTEL GMBH
Switzerland
ZURICH HOTEL INVESTMENTS B.V.
Netherlands



9


NAMES UNDER WHICH SUBSIDIARIES DO BUSINESS

 
 
SUBSIDIARY: ARUBA BEACHFRONT RESORTS LIMITED PARTNERSHIP
Names under which such subsidiary does business:
 
Hyatt Regency Aruba Resort and Casino
 
 
SUBSIDIARY: BAKU HOTEL COMPANY
Names under which such subsidiary does business:
 
Baku Office Tower
 
Hyatt Regency Baku
 
Baku Residential Tower
 
 
SUBSIDIARY: HIHCL AMSTERDAM B.V.
Names under which such subsidiary does business:
 
Andaz Amsterdam Prinsengracht
   
 
SUBSIDIARY: HIHCL HP AMSTERDAM AIRPORT B.V.
Names under which such subsidiary does business:
 
Hyatt Place Amsterdam Airport
 
 
SUBSIDIARY: GRAND HYATT BERLIN GMBH
Names under which such subsidiary does business:
 
Grand Hyatt Berlin
 
 
SUBSIDIARY: HR MC SERVICES, S. DE R.L. DE C.V.
Names under which such subsidiary does business:
 
Hyatt Regency Mexico City
 
 
SUBSIDIARY: HRB HOTEL COMPANY LIMITED
Names under which such subsidiary does business:
 
Hyatt Regency Birmingham
 
 
SUBSIDIARY: HYATT CORPORATION
Names under which such subsidiary does business:
 
Hyatt Regency Phoenix
 
Hyatt Regency Scottsdale Resort and Spa at Gainey Ranch
 
Park Hyatt Aviara Resort
 
Hyatt Carmel Highlands – Overlooking Big Sur Coast
 
Hyatt Regency Century Plaza
 
Hyatt Regency Indian Wells Resort & Spa
 
Hyatt Regency Huntington Beach Resort and Spa
 
Hyatt Regency La Jolla at Aventine
 
Hyatt the Pike Long Beach
 
Hyatt Regency Long Beach
 
Hyatt Regency Mission Bay Spa and Marina – San Diego
 
Hyatt Regency Monterey Hotel and Spa on Del Monte Golf Course
 
Andaz Napa
 
Hyatt Regency Newport Beach
 
Hyatt Regency Orange County
 
Hyatt Regency Sacramento
 
Andaz San Diego
 
Manchester Grand Hyatt San Diego
 
Grand Hyatt San Francisco
 
Hyatt Regency San Francisco

10


 
Hyatt Regency San Francisco Airport
 
Hyatt Regency Santa Clara
 
Andaz West Hollywood
 
Hyatt Westlake Plaza in Thousand Oaks
 
Park Hyatt Beaver Creek Resort and Spa
 
Grand Hyatt Denver
 
Hyatt Regency Denver at Colorado Convention Center
 
Hyatt Regency Greenwich
 
Grand Hyatt Washington
 
Hyatt Regency Washington on Capitol Hill
 
Park Hyatt Washington
 
Hyatt Regency Coconut Point Resort and Spa
 
Hyatt Regency Coral Gables
 
Hyatt Regency Clearwater Beach Resort and Spa
 
Hyatt Regency Grand Cypress
 
Hyatt Regency Jacksonville Riverfront
 
Hyatt Key West Resort and Spa
 
Hyatt Regency Miami
 
Hyatt Regency Orlando International Airport
 
Hyatt Regency Sarasota
 
Grand Hyatt Tampa Bay
 
Grand Hyatt Atlanta in Buckhead
 
Hyatt Regency Atlanta
 
Andaz Savannah
 
Hyatt Regency Savannah
 
Grand Hyatt Kauai Resort and Spa
 
Hyatt Regency Maui Resort and Spa
 
Hyatt Regency Waikiki Beach Resort and Spa
 
Andaz Maui at Wailea
 
Hyatt Regency Chicago
 
Park Hyatt Chicago
 
The Hyatt Lodge at McDonald’s Campus
 
Hyatt Regency McCormick Place
 
Hyatt Regency O’Hare
 
Hyatt Regency Indianapolis
 
Hyatt Regency Louisville
 
Hyatt Regency New Orleans
 
Hyatt Regency Chesapeake Bay Golf Resort, Spa and Marina
 
Hyatt Regency Boston
 
Hyatt Regency Cambridge, Overlooking Boston
 
Hyatt Boston Harbor
 
Hyatt Regency Minneapolis
 
Hyatt Regency St. Louis at The Arch
 
Hyatt Regency Lake Tahoe Resort, Spa and Casino
 
Hyatt Regency Jersey City on the Hudson
 
Hyatt Morristown at Headquarters Plaza
 
Hyatt Regency New Brunswick
 
Hyatt Regency Tamaya Resort and Spa
 
Andaz 5th Avenue
 
Hyatt Regency Buffalo/Hotel and Conference Center
 
Grand Hyatt New York
 
Hyatt Regency Rochester
 
Hyatt Times Square New York
 
Andaz Wall Street

11


 
Park Hyatt New York
 
Hyatt Regency Cincinnati
 
Hyatt Regency Cleveland at The Arcade
 
Hyatt Regency Columbus
 
Hyatt Regency Philadelphia at Penn’s Landing
 
Hyatt at The Bellevue
 
Hyatt Regency Austin
 
Hyatt Regency Dallas
 
Grand Hyatt DFW
 
Hyatt Regency DFW
 
Hyatt Regency Hill Country Resort and Spa
 
The Driskill
 
Hyatt Regency Houston
 
Hyatt Regency Lost Pines Resort and Spa
 
Grand Hyatt San Antonio
 
Hyatt Regency San Antonio
 
Hyatt Market Street, The Woodlands
 
Hyatt Escala Lodge at Park City
 
Hyatt Regency Crystal City at Reagan National Airport
 
Hyatt Dulles
 
Hyatt Regency Reston
 
Hyatt Regency Bellevue on Seattle’s Eastside
 
Hyatt at Olive 8
 
Grand Hyatt Seattle
 
Hyatt on Main, Green Bay
 
Hyatt Regency Orlando
 
 
SUBSIDIARY: HYATT HOTELS CORPORATION OF MARYLAND
Names under which such subsidiary does business:
 
Hyatt Regency Baltimore
 
Hyatt Regency Bethesda
 
 
SUBSIDIARY: HYATT HOTELS CORPORATION OF KANSAS
Names under which such subsidiary does business:
 
Hyatt Regency Wichita
 
 
SUBSIDIARY: HYATT MAINZ GMBH
Names under which such subsidiary does business:
 
Hyatt Regency Mainz
 
 
SUBSIDIARY: HYATT REGENCY COLOGNE GMBH
Names under which such subsidiary does business:
 
Hyatt Regency Cologne
 
 
SUBSIDIARY: HYATT RESIDENTIAL MANAGEMENT CORPORATION
Names under which such subsidiary does business:
 
Hyatt Pinon Pointe, A Hyatt Residence Club
 
Hyatt Carmel Highlands, Overlooking Big Sur Coast & Highlands Inn, A Hyatt Residence Club
 
Northstar Lodge, A Hyatt Residence Club
 
The Residences at Park Hyatt Beaver Creek, A Hyatt Residence Club
 
Hyatt Grand Aspen, A Hyatt Residence Club
 
Hyatt Main Street Station, A Hyatt Residence Club
 
Hyatt Mountain Lodge, A Hyatt Residence Club
 
Hyatt Beach House, A Hyatt Residence Club
 
Hyatt Coconut Plantation, A Hyatt Residence Club

12


 
Hyatt Ka'anapali Beach, A Hyatt Residence Club
 
Hyatt Siesta Key Beach, A Hyatt Residence Club
 
Hyatt Sunset Harbor, A Hyatt Residence Club
 
Hyatt Windward Pointe
 
Hyatt High Sierra Lodge, A Hyatt Residence Club
 
Hyatt Hacienda Del Mar, A Hyatt Residence Club
 
Hyatt Wild Oak Ranch, A Hyatt Residence Club
 
 
SUBSIDIARY: JOINT VENTURE ITALKYR CLOSED JOINT STOCK COMPANY
Names under which such subsidiary does business:
 
Hyatt Regency Bishkek
 
 
SUBSIDIARY: PARK HYATT HOTEL GMBH
Names under which such subsidiary does business:
 
Park Hyatt Zurich
 
 
SUBSIDIARY: SASIH
Names under which such subsidiary does business:
 
Park Hyatt Paris - Vendome
 
 
SUBSIDIARY: SEOUL MIRAMAR CORPORATION
Names under which such subsidiary does business:
 
Grand Hyatt Seoul
 
 
SUBSIDIARY: SELECT HOTELS GROUP, L.L.C.
Names under which such subsidiary does business:
 
Hyatt Place Phoenix/Gilbert
 
Hyatt Place Phoenix-North
 
Hyatt Place Scottsdale/Old Town
 
Hyatt Place Tempe/Phoenix Airport
 
Hyatt Place Tucson Airport
 
HYATT house Cypress/Anaheim
 
HYATT house Emeryville/San Francisco Bay Area
 
Hyatt Place Fremont/Silicon Valley
 
HYATT house Sacramento/Rancho Cordova
 
Hyatt Place Sacramento/Roseville
 
HYATT house San Diego/Sorrento Mesa
 
HYATT house San Jose/Silicon Valley
 
HYATT house San Ramon
 
HYATT house Santa Clara
 
Hyatt Place Colorado Springs/Garden of the Gods
 
Hyatt Place Denver-South/Park Meadows
 
Hyatt Place Denver Tech Center
 
Hyatt House Denver Tech Center
 
Hyatt Place Orlando Airport-Northwest
 
Hyatt Place Orlando/Convention Center
 
Hyatt Place Orlando/Universal
 
Hyatt Place Atlanta Airport-South
 
Hyatt Place Atlanta/Buckhead
 
Hyatt Place Atlanta/Cobb Galleria
 
Hyatt Place Atlanta/Duluth/Gwinnett Mall
 
Hyatt Place Chicago/Hoffman Estates
 
Hyatt Place Chicago/Lombard/Oak Brook
 
Hyatt Place Fort Wayne
 
Hyatt Place Indianapolis Airport
 
Hyatt Place Kansas City/Overland Park/Convention Center

13


 
Hyatt Place Baltimore/Owings Mills
 
Hyatt Place Detroit/Utica
 
Hyatt Place Minneapolis/Downtown
 
Hyatt Place Kansas City Airport
 
Hyatt Place Mt. Laurel
 
HYATT house Charlotte/Center City
 
Hyatt Place Charlotte Airport/Lake Pointe
 
Hyatt Place Greensboro
 
Hyatt Place North Raleigh-Midtown
 
Hyatt Place Columbus/Dublin
 
Hyatt House San Juan
 
Hyatt Place San Juan/Bayamon
 
Hyatt Place Manati
 
Hyatt Place Columbia/Harbison
 
Hyatt Place Nashville-Northeast
 
Hyatt Place Austin-North Central
 
Hyatt Place Dallas/Arlington
 
Hyatt Place Dallas-North By the Galleria
 
Hyatt Place El Paso Airport
 
Hyatt Place Houston/Sugar Land
 
Hyatt Place San Antonio/Riverwalk
 
Hyatt Place Chantilly/Dulles Airport-South
 
Hyatt Place Sterling/Dulles Airport-North
 
Hyatt Place Madison/Downtown
 
 
SUBSIDIARY: THE GREAT EASTERN HOTEL COMPANY LIMITED
Names under which such subsidiary does business:
 
Andaz Liverpool Street


14
EX-23.1 6 a123114exhibit231.htm CONSENT OF DELOITTE & TOUCHE LLP 12.31.14 Exhibit 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-163668, No. 333‑165384, No. 333-166728, and No. 333-189681 on Form S-8 and Registration Statements No. 333-196372, and No. 333-200622 on Form S-3 of our reports dated February 18, 2015 relating to the consolidated financial statements and financial statement schedule of Hyatt Hotels Corporation and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2014.

/s/ Deloitte & Touche LLP

Chicago, Illinois
February 18, 2015


EX-31.1 7 a123114exhibit311.htm SECTION 302 CERTIFICATION 12.31.14 Exhibit 31.1


Exhibit 31.1
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark S. Hoplamazian, certify that:
1.
I have reviewed this annual report on Form 10-K of Hyatt Hotels Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
Date: February 18, 2015
/s/ Mark S. Hoplamazian
 
Mark S. Hoplamazian
 
President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)



EX-32.1 8 a123114exhibit321.htm SECTION 906 CERTIFICATION 12.31.14 Exhibit 32.1


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Hyatt Hotels Corporation (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 18, 2015
 
                            
 
/s/ Mark S. Hoplamazian
Name:
Mark S. Hoplamazian
Title:
President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of this report or on a separate disclosure document.



EX-99.1 9 a123114exhibit991.htm AMENDED AND RESTATED GLOBAL HYATT AGREEMENT 12.31.14 Exhibit 99.1
Exhibit 99.1
Execution Copy
 
AMENDED AND RESTATED GLOBAL HYATT AGREEMENT
Amended and Restated Global Hyatt Agreement (this “Agreement”), dated as of October 1, 2009, by, between and among each of Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but in their capacity as trustees (in such capacity, each a “Trustee” and, collectively, the “Trustees”) and each of the other signatories hereto (each, an “Adult Beneficiary” and, collectively, the “Adult Beneficiaries”). Each beneficiary of a Hyatt Owning Trust who attains the age of 18 following the date hereof and executes a Joinder shall also be deemed to be an “Adult Beneficiary” for purposes of this Agreement.
WHEREAS, the Trustees and the Adult Beneficiaries are party to the Global Hyatt Agreement dated as of March 12, 2008 (the “Original Agreement”) and have determined that it is in their collective best interests to amend and restate the Original Agreement in its entirety;
WHEREAS, the Trustees are the current trustees of each of the United States situs trusts for the benefit of descendants of Nicholas J. Pritzker, deceased, identified on Exhibit A hereto (collectively, the “Hyatt Owning Trusts”);
WHEREAS, the Adult Beneficiaries are current and/or contingent beneficiaries of the Hyatt Owning Trusts who have reached the age of eighteen years;
WHEREAS, the Hyatt Owning Trusts are the direct and/or indirect owners of a majority of the common equity interests in Hyatt Hotels Corporation, a Delaware corporation (“Hyatt”);
WHEREAS, in the context of the creation of liquidity, the Trustees and the Adult Beneficiaries have determined it to be in their collective best interests to effect a restructuring of the Hyatt Owning Trusts’ interests in Hyatt and, accordingly, the Trustees will seek to create a liquid market for the common equity securities in Hyatt through an initial public offering of the common stock (“Hyatt Common Stock”) of Hyatt registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and anticipated to be listed on the New York Stock Exchange (the “IPO”);
WHEREAS, the Board of Directors and stockholders of Hyatt have approved an Amended and Restated Certificate of Incorporation (the “A/R COI”) , which will become effective prior to the consummation of the IPO and provides, among other things for the authorization of, and the reclassification of issued and outstanding shares of common stock of Hyatt into Class A common stock entitled to one vote per share (“Class A Common Stock”) and Class B common stock entitled to ten votes per share (“Class B Common Stock”) as specified in the A/R COI;
WHEREAS, it is anticipated that in connection with the IPO, the Class A Common Stock will be registered under the Exchange Act and listed on the New York Stock Exchange and shall constitute Hyatt Common Stock for all purposes hereunder; and
WHEREAS, in order to facilitate the consummation of the IPO, the Trustees and the Adult Beneficiaries find it to be in the best interests of all of the parties hereto to enter into this Agreement.



NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, hereby agree to amend and restate the Original Agreement as follows:
ARTICLE I
Term of Agreement

Section 1.1 Effective Time. This Agreement and the obligations of the parties hereto shall become effective for all purposes and respects as of the time the registration statement with respect to the IPO is declared effective by the Securities and Exchange Commission (the “Effective Time”); provided, that, if the IPO is not consummated within ten business days of the Effective Time, this Agreement shall automatically terminate and be deemed never to have had any force or effect.
ARTICLE II
Representations and Warranties

Section 2.1 Representations and Warranties. Each of the parties signatory hereto hereby represents and warrants to each other party signatory hereto as follows:
(a) Such party has the full power, right and legal capacity to enter into this Agreement and to perform, observe and comply with all of such party’s agreements and obligations hereunder.
(b) This Agreement has been duly and validly executed by such party and, upon delivery thereof by such party, will constitute a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by such party in compliance with the terms and provisions hereof will not, to the best of such party’s knowledge, conflict with, result in a breach of, or constitute a violation or default of or give any third party the right to terminate, accelerate or modify any obligation under, (i) any material agreement or other document or instrument to which such party is bound or affected or (ii) any law, statute, rule, regulation, ordinance, writ, order or judgment to which such party is bound or affected.
(d) Except as otherwise provided in or contemplated by this Agreement and except for any consent, approval, authorization, order, registration, qualification or notice required by gaming or other regulatory authorities, no consent, approval, authorization or order of, or registration or qualification with, or notice to any governmental authority or other Person is required by such party to enter into this Agreement.

 



ARTICLE III
Voting Agreement; Disposition of Securities

Section 3.1 IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public:
(a) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein.
(b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure.
(c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicable.
(d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.

 



ARTICLE IV
Arbitration

Section 4.1 Scope of Arbitration.
(a) Except as otherwise expressly provided in this Agreement, disputes between or among any of the parties hereto, and/or disputes between or among any of the parties hereto and any Person who has executed a Joinder (to the extent any such disputes among the parties and/or among the parties and Persons who executed Joinders relate directly to the subject matter of this Agreement), shall be determined solely and exclusively by arbitration in accordance with this Article IV, which shall be broadly construed in favor of arbitrability of all such disputes, including, without limitation, any dispute, controversy, claim or other issue arising out of or relating to:
(i) The existence, validity, interpretation, construction, enforcement, breach, termination or rescission of this Agreement;
(ii) The actions or failures to act of any party to this Agreement with respect to this Agreement;
(iii) Dispute resolution under this Agreement, including arbitrability; or
(iv) All other matters directly related to the subject matter of this Agreement.
(b) In any arbitration, this Agreement and all other documentation determined by the Arbitrator to be relevant shall be admissible in evidence. In deciding any issue submitted to arbitration, the Arbitrator shall consider the rights, powers and obligations of the Trustees (or their predecessors) in light of this Agreement, the relevant trust instruments, and Illinois law.
Section 4.2 Rules; Location.
(a) Except as otherwise provided herein, the Commercial Arbitration Rules of the American Arbitration Association in effect as of the Effective Time shall govern any arbitration hereunder, but such arbitration shall not be conducted under the auspices of the American Arbitration Association.
(b) All arbitrations shall be held in Chicago, Illinois, at a site or sites determined by the Arbitrator.
Section 4.3 Arbitrator.
(a) All arbitrations will be before a single arbitrator (the “Arbitrator”), who shall be Independent, have a respected legal background, and be selected in accordance with this Section.
(b) The parties agree that the initial Arbitrator shall be Michael Sovern.
 




(c) Mr. Sovern shall nominate a successor Arbitrator who shall become the successor Arbitrator upon (i) approval of six of the Current Adult Beneficiaries and (ii) the execution and delivery by such individual of a Joinder in reasonably acceptable form.
(d) Each successor Arbitrator shall appoint a subsequent successor who satisfies the criteria described in Section 4.3(a), and in the absence thereof, and notwithstanding the provisions of Section 4.2(a) hereof, the successor Arbitrator shall be selected by the American Arbitration Association pursuant to Section L-3 of the Optional Procedures for Large Complex Commercial Disputes of the Commercial Arbitration rules of the American Arbitration Association (or any successor provision).

(e) Once an Arbitrator is identified as provided above, all parties to this Agreement and their counsel, Joined Agents and other representatives will refrain from all ex parte contacts with the Arbitrator.
Section 4.4 Demand for and Action to Compel Arbitration.
(a) To demand arbitration hereunder, the party seeking arbitration shall be required to deliver written notice to the Arbitrator (when and if available) and each of the Trustees and all parties in respect of whom arbitration is sought, specifying in reasonable detail the issue or issues to be arbitrated. Upon receipt of such notice, the Arbitrator shall commence, conduct and conclude all proceedings within a reasonable time. Notwithstanding anything to the contrary contained in this Agreement, no party may demand arbitration subsequent to the date that is ninety (90) days following the date upon which the voting agreement set forth in Article III hereof expires by its terms.

(b) Nothing herein shall be deemed to impair the right of any party to seek an order of any court of competent jurisdiction compelling arbitration or in aid of the jurisdiction of the Arbitrator.
Section 4.5 Confidentiality.
(a) Except as may be required by applicable law and for communications among the parties to this Agreement and their respective counsel (and Persons retained by counsel for the purpose of assisting in any proceeding, who shall agree to be bound by a reasonable confidentiality agreement), all arbitration proceedings commenced hereunder, and all demands, pleadings, briefs or other documents relating to such proceedings, as well as any decisions or awards of the Arbitrator (except insofar as may be necessary to obtain judicial confirmation and/or enforcement of such decision or award), shall be completely and permanently confidential and shall not be communicated to third parties, and the Arbitrator will so order.
(b) Any party initiating judicial proceedings to compel arbitration or to confirm an award of the Arbitrator shall in good faith seek an order providing for the filing of all pleadings and arbitration documents under seal and all of the parties shall agree thereto.
(c) No tape or electronic recording or transcripts of arbitration proceedings shall be retained by any party after the completion of the arbitration proceeding; provided,

 



however, that the Arbitrator (and any successor Arbitrators) may retain such records as he deems useful to the discharge of his duties hereunder and the Arbitrator may make any recordings or transcripts available upon request of a party to a subsequent arbitration pursuant to this Article (and solely for use in such subsequent arbitration) at his discretion and upon terms and conditions the Arbitrator deems appropriate.
Section 4.6 Discovery and Conduct of Hearing.
(a) The parties to any arbitration hereunder shall be entitled to such pre-hearing discovery, if any, as may be determined by the Arbitrator.

(b) In conducting the arbitration, the Arbitrator may act in summary fashion, upon submission of papers, or in plenary fashion, in his discretion.
Section 4.7 Form of Award; Remedies; Confirmation.
(a) An award of the Arbitrator shall be in writing and signed by him, shall not include findings of fact, conclusions of law, or other matters of opinion, shall state as briefly as possible the determination of the issue or issues submitted, and shall be final and binding on the parties to this Agreement in all respects and for all purposes (without any right of appeal).
(b) The Arbitrator shall be authorized to award any form of relief as may be appropriate, consistent with the Commercial Arbitration Rules of the American Arbitration Association, including immediate, interim and/or final equitable relief, compensatory damages, fees, costs and expenses of the arbitration proceeding (including the payment thereof from one or more Hyatt Owning Trusts, as appropriate), and non-monetary sanctions (but not Consequential Damages, punitive damages, exemplary damages or multiple damages).
(c) Notwithstanding any other provision of this Agreement, the Arbitrator shall not render any monetary award against a Trustee personally in the absence of a finding that such Trustee has willfully, materially and in bad faith breached his fiduciary duty. Any such monetary award shall be for actual and/or compensatory damages, and not for Consequential Damages, punitive damages, exemplary damages, or multiple damages.
(d) A party to an arbitration shall have the right to petition a court of competent jurisdiction located in Chicago, Illinois for an order confirming the Arbitrator’s award.

Section 4.8 Certain Arbitrations. The exclusive requirement to arbitrate hereunder shall not apply with respect to the manner in which Hyatt’s operations are conducted to the extent the parties (in their capacities as shareholders) and non-Pritzker public shareholders are affected comparably; provided, however, that a party may participate in and benefit from any shareholder litigation initiated by a non-party. A party may not solicit others to initiate or be a named plaintiff in such litigation, (i) unless two thirds of the Independent directors of a board of directors having at least three Independent directors do not vote in favor of the matter that is the subject of the litigation or (ii), in the case of affiliated transactions reviewed by Hyatt’s board of directors, unless at least one Independent director did not approve the transaction.
 



ARTICLE V
Definitions

Section 5.1 Certain Defined Terms. For purposes of this Agreement the following terms and phrases shall have the following meanings:
Affiliate” means any Person who directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person (the term “control” for these purposes meaning the ability, whether by ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to act as or select the managing or general partner of a partnership, manager or managing member of a limited liability company, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over a Person).
Beneficiary Group” means each Current Adult Beneficiary and his/her lineal descendants and current spouse, if relevant.
Company” means a corporation, partnership, limited liability company, association, group (as defined in Section 13(d) of the Exchange Act), proprietorship, Delaware business or similar trust or other non-corporate organization.
Consequential Damages” means such damages as do not flow directly and immediately from the act of a party, but which arise from intervention of special circumstances not ordinarily predictable (for greater certainty, “Consequential Damages” do not include general and special, actual or compensatory damages as will compensate an injured party for the injury sustained (and nothing more)).
Current Adult Beneficiaries” means the individuals identified on Exhibit B hereto.
FD Stock” means the fully diluted shares of Hyatt Common Stock calculated with reference to the securities included in determining “Diluted EPS” in accordance with Statement of Financial Accounting Standards 128 for the purposes of US GAAP as in effect on June 30, 2009.
Foreign Pritzkers” means the Pritzker family members, who are the lineal descendants of Nicholas J. Pritzker, deceased, and spouses, any trusts for the current or future, direct or indirect, vested or contingent, benefit of any of the foregoing the situs of which is outside the United States and/or Affiliates of any thereof.
Independent” means, with respect to an individual, an individual who (i), in the case of the Arbitrator or successor Arbitrator only, has no direct material business relationship with any party to this Agreement, (ii) satisfies the criteria set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual as in effect at the Effective Time and (iii) for the purposes of Sections 3.1(a), 3.1(c) and 4.8 hereof, is not a lineal descendant of Nicholas J. Pritzker (deceased).
 



Joinder” means an instrument pursuant to which the signatory thereto becomes a party to this Agreement and assumes obligations hereunder.
Joined Agent” means an agent or representative of a Trustee or Adult Beneficiary who has executed and delivered a Joinder agreeing to be bound by Article IV; provided, however, that counsel to each of the Adult Beneficiaries shall be deemed to be a Joined Agent hereunder whether or not such counsel has executed and delivered a Joinder.
Person” means an individual, Company and/or governmental authority.
Pritzkers” means the Pritzker family members, who are the lineal descendants of Nicholas J. Pritzker, deceased, and spouses, any United States situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any of the foregoing and/or Affiliates of any thereof.
Public”, when referring to Hyatt Common Stock, means such Hyatt Common Stock is registered pursuant to Section 12 of the Exchange Act.
ARTICLE VI
Miscellaneous

Section 6.1 Interpretation. The headings and captions preceding the text of Articles and Sections included in this Agreement and the headings and captions to Exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement and shall be deemed to include each other gender, and the singular shall include the plural and vice versa, as the context may require. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. References to any “Article”, “Section” or “Exhibit” shall refer to an Article or Section of, or an Exhibit to, this Agreement, as the same may be amended, modified, supplemented or restated from time to time in accordance with this Agreement or any other document or instrument of even date herewith. All references to the discretion of the Trustees (or any of them) shall mean the sole and absolute discretion of the Trustees. Any act by any agent of any of the Trustees shall be deemed to be the act of the Trustee who is the principal for such agent. Upon the death or incapacity of a Current Adult Beneficiary, the vote, designation right, consent and/or agreement of such Current Adult Beneficiary may be assigned, by will or other similar instrument, to any Person, including to another Current Adult Beneficiary (it being agreed that in the absence of such assignment, such vote, designation right, consent and/or agreement shall inure per stirpes to the benefit of the issue of such Current Adult Beneficiary; provided, however, that the descendants of a Current Adult Beneficiary who have attained the age of 18 shall share equally a proxy for the voting interest of all other minor descendants of said Current Adult Beneficiary, and if all issue of said Current Adult Beneficiary shall be under the age of 18 the surviving parent of said issue shall enjoy such vote, designation right, consent and/or agreement power until any of said issue attain the age of 18).
 



Section 6.2 Support of Contemplated Transactions. Without limiting the right of the parties to commence an arbitration pursuant to Article IV, each of the parties will cooperate with each other party in all reasonable respects and act reasonably and in good faith in effectuating this Agreement. Each party will employ the dispute resolution provisions of Article IV only in connection with a bona fide dispute, controversy, claim or other issue concerning a substantial matter that is subject to such dispute resolution provisions.
Section 6.3 Consent of Adult Beneficiaries. Each of the Adult Beneficiaries hereby consents to the actions of the Trustees contemplated by this Agreement.
Section 6.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
Section 6.5 Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND EACH OF THE EXHIBITS TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. SUBJECT TO COMPLIANCE WITH ARTICLE IV, AS APPLICABLE, EACH OF THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF, AND CONSENTS TO VENUE IN, THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS FOR ALL PURPOSES HEREUNDER.
Section 6.6 Further Assurances. Each of the parties hereto will, without additional consideration, execute and deliver such further instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement.
Section 6.7 Incorporation of Recitals. The preamble and recitals to this Agreement are hereby incorporated in this Agreement, and, by this reference, made a part hereof.
Section 6.8 No Presumption Against Drafter. Each of the parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event there arises any ambiguity or question or intent or interpretation with respect to this Agreement, this Agreement shall be construed as if drafted jointly by all of the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.
Section 6.9 Parties in Interest. This Agreement is solely for the benefit of the parties hereto and no other Persons shall be third party beneficiaries of this Agreement.
Section 6.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, and successors, and each trustee of any other currently existing or hereinafter to be formed trust for the current or future, direct or indirect, vested or contingent, benefit of a beneficiary of a
 



Hyatt Owning Trust that is the holder of Hyatt Common Stock. Except as provided in the last sentence of Section 6.1 hereof, no party may assign his rights or obligations under this Agreement.
Section 6.11 Severability. If any term or provision of this Agreement shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, shall not be affected thereby and this Agreement shall be deemed severable and shall be enforced otherwise to the full extent permitted by law; provided, however, that such enforcement does not deprive any party hereto of the benefit of the bargain.
Section 6.12 Amendment and Waiver. This Agreement may not be amended, modified, supplemented or restated except by written agreement of (w) each of the Trustees, (x) 75% of the Current Adult Beneficiaries and (y) a majority of the Adult Beneficiaries (other than the Current Adult Beneficiaries) at the time any such amendment, modification, supplement or restatement is sought, it being agreed that any of the foregoing individuals may consent or refuse to consent to the amendment, modification or supplementation of this Agreement in such individual’s sole and absolute discretion. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
Section 6.13 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and received if delivered personally (including delivery by courier service), transmitted by telegram or facsimile transmission, or mailed by registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses set forth on Exhibit C, or to such other address as the party to whom notice is to be given may have previously furnished to the other parties in writing in accordance herewith. Notice shall be deemed given on the date received (or, if receipt thereof is refused, on the date of such refusal).
Section 6.14 Trustee Exculpation. Each trustee executing this Agreement is executing the same solely in his capacity as a trustee of one or more of the Hyatt Owning Trusts. All obligations and liabilities of any trustee executing this Agreement shall be satisfied solely out of the assets of the trust or trusts on whose behalf such trustee is executing this Agreement, and such trustee shall not be personally liable for the satisfaction of any of such obligations or liabilities as a result of his execution of this Agreement.
[Signature Pages to Follow]
 





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of October 1, 2009.

TRUSTEES:
                     /s/ Thomas J. Pritzker
                          Thomas J. Pritzker
 
                     /s/ Marshall E. Eisenberg
                          Marshall E. Eisenberg
 
                     /s/ Karl J. Breyer
                          Karl J. Breyer
 

ADULT BENEFICIARIES:
                     /s/ Nicholas J. Pritzker
                          Nicholas J. Pritzker
 
                     /s/ Thomas J. Pritzker
                          Thomas J. Pritzker
 
                     /s/ James N. Pritzker
                          James N. Pritzker
 
                     /s/ John A. Pritzker
                          John A. Pritzker
 
                     /s/ Linda Pritzker
                          Linda Pritzker
 
                     /s/ Karen L. Pritzker
                          Karen L. Pritzker
 
                     /s/ Penny Pritzker
                          Penny Pritzker

[Signature Page to Amended and Restated Global Hyatt Agreement]



                     /s/ Anthony N. Pritzker
                          Anthony N. Pritzker
 
                     /s/ Gigi Pritzker Pucker
                          Gigi Pritzker Pucker
 
                     /s/ Jay Robert Pritzker
                          Jay Robert Pritzker
 
                     /s/ Joseph B. Pritzker
                           Joseph B. Pritzker
 
                     /s/ Regan Pritzker
                          Regan Pritzker
 
                     /s/ Rachel Pritzker Hunter
                          Rachel Pritzker Hunter
 
                     /s/ Roland Bacon Pritzker
                          Roland Bacon Pritzker
 
                     /s/ Jason N. Pritzker
                          Jason N. Pritzker
 
                     /s/ Benjamin T. Pritzker
                          Benjamin T. Pritzker
 
                     /s/ Rosemary Pritzker
                          Rosemary Pritzker
 
                     /s/ Tal Hava Pritzker
                          Tal Hava Pritzker
 
                     /s/ Jacob N. Pritzker
                          Jacob N. Pritzker
 
                     /s/ David T. Pritzker
                          David T. Pritzker
 
[Signature Page to Amended and Restated Global Hyatt Agreement]



                     /s/ Allison Pritzker Schwartz
                     Allison Pritzker Schwartz
 
                     /s/ Adam Pritzker
                          Adam Pritzker
 
                     /s/ Isaac Pritzker
                          Isaac Pritzker
 
                     /s/ Noah Pritzker
                          Noah Pritzker
 
                     /s/ Dana Jean Pritzker Schwartz
                          Dana Jean Pritzker Schwartz
 
                     /s/ Donald Pritzker Traubert
                          Donald Pritzker Traubert

[Signature Page to Amended and Restated Global Hyatt Agreement]







Exhibit A

HYATT OWNING TRUSTS
A.N.P. TRUST # 1
A.N.P. TRUST # 2
A.N.P. TRUST # 3
A.N.P. TRUST # 4-DANIEL
A.N.P. TRUST # 4-JOHN
A.N.P. TRUST # 5-DANIEL
A.N.P. TRUST # 5-JEAN
A.N.P. TRUST # 6
A.N.P. TRUST # 7A
A.N.P. TRUST # 7B
A.N.P. TRUST # 7C
A.N.P. TRUST # 7D
A.N.P. TRUST # 8
A.N.P. TRUST # 9
A.N.P. TRUST #10
A.N.P. TRUST #11
A.N.P. TRUST #12
A.N.P. TRUST #13A
A.N.P. TRUST #13B
A.N.P. TRUST #13C
A.N.P. TRUST #13D
A.N.P. TRUST #14
A.N.P. TRUST #15
A.N.P. TRUST #16
A.N.P. TRUST #17
A.N.P. TRUST #18-JOHN
A.N.P. TRUST #18-THOMAS
A.N.P. TRUST #19
A.N.P. TRUST #20
A.N.P. TRUST #21
A.N.P. TRUST #22-JAMES
A.N.P. TRUST #22-LINDA
A.N.P. TRUST #23-KAREN
A.N.P. TRUST #23-LINDA
A.N.P. TRUST #24-JAMES
A.N.P. TRUST #24-KAREN
A.N.P. TRUST #25
A.N.P. TRUST #26
A.N.P. TRUST #27
A.N.P. TRUST #28-JAMES



A.N.P. TRUST #28-LINDA
A.N.P. TRUST #29-KAREN
A.N.P. TRUST #29-LINDA
A.N.P. TRUST #30-JAMES
A.N.P. TRUST #30-KAREN
A.N.P. TRUST #31
A.N.P. TRUST #32
A.N.P. TRUST #33
A.N.P. TRUST #34-ANTHONY
A.N.P. TRUST #34-PENNY
A.N.P. TRUST #35-ANTHONY
A.N.P. TRUST #35-JAY ROBERT
A.N.P. TRUST #36-JAY ROBERT
A.N.P. TRUST #36-PENNY
A.N.P. TRUST #37
A.N.P. TRUST #38
A.N.P. TRUST #39
A.N.P. TRUST #40-ANTHONY
A.N.P. TRUST #40-PENNY
A.N.P. TRUST #41-ANTHONY
A.N.P. TRUST #41-JAY ROBERT
A.N.P. TRUST #42-JAY ROBERT
A.N.P. TRUST #42-PENNY
AMARILLO RESIDUARY TRUST # 1
AMARILLO RESIDUARY TRUST # 2
AMARILLO RESIDUARY TRUST # 3
AMARILLO RESIDUARY TRUST # 4
AMARILLO RESIDUARY TRUST # 5
AMARILLO RESIDUARY TRUST # 6
AMARILLO RESIDUARY TRUST # 7
AMARILLO RESIDUARY TRUST # 8
AMARILLO RESIDUARY TRUST # 9
AMARILLO RESIDUARY TRUST #10
DNP RESIDUARY TRUST #1
DNP RESIDUARY TRUST #2
DNP RESIDUARY TRUST #3
DNP RESIDUARY TRUST #4
DNP RESIDUARY TRUST #5
DNP RESIDUARY TRUST #6
DNP RESIDUARY TRUST #7
DNP RESIDUARY TRUST #8
DNP RESIDUARY TRUST #9
DON G.C. TRUST #1
DON G.C. TRUST #2
DON G.C. TRUST #3
DON G.C. TRUST #4



DON G.C. TRUST #5
DON G.C. TRUST #6
DON G.C. TRUST #7
DON G.C. TRUST #8
DON G.C. TRUST #9
DON G.C. TRUST #10
DON TRUST NO. 25
ECI FAMILY TRUST #1
ECI FAMILY TRUST #2
ECI FAMILY TRUST #3
ECI FAMILY TRUST #4
ECI FAMILY TRUST #5
ECI FAMILY TRUST #6
ECI QSST TRUST #1
ECI QSST TRUST #2
ECI QSST TRUST #3
ECI QSST TRUST #4
ECI QSST TRUST #5
ECI QSST TRUST #6
F. L. P. RESIDUARY TRUST # 1
F. L. P. RESIDUARY TRUST # 5
F. L. P. RESIDUARY TRUST # 6
F. L. P. RESIDUARY TRUST # 9
F. L. P. RESIDUARY TRUST #11
F. L. P. RESIDUARY TRUST #12
F. L. P. RESIDUARY TRUST #13
F. L. P. RESIDUARY TRUST #14
F. L. P. RESIDUARY TRUST #15
F. L. P. RESIDUARY TRUST #16
F. L. P. RESIDUARY TRUST #17
F. L. P. RESIDUARY TRUST #18
F. L. P. RESIDUARY TRUST #19
F. L. P. RESIDUARY TRUST #20
F. L. P. RESIDUARY TRUST #21
F. L. P. RESIDUARY TRUST #22
F. L. P. RESIDUARY TRUST #23
F. L. P. RESIDUARY TRUST #24
F. L. P. RESIDUARY TRUST #25
F. L. P. RESIDUARY TRUST #26
F. L. P. RESIDUARY TRUST #27
F. L. P. RESIDUARY TRUST #28
F. L. P. RESIDUARY TRUST #29
F. L. P. RESIDUARY TRUST #30
F. L. P. RESIDUARY TRUST #31
F. L. P. RESIDUARY TRUST #32
F. L. P. RESIDUARY TRUST #33



F. L. P. RESIDUARY TRUST #34
F. L. P. RESIDUARY TRUST #35
F. L. P. RESIDUARY TRUST #36
F. L. P. RESIDUARY TRUST #37
F. L. P. RESIDUARY TRUST #38
F. L. P. RESIDUARY TRUST #39
F. L. P. RESIDUARY TRUST #40
F. L. P. RESIDUARY TRUST #41
F. L. P. RESIDUARY TRUST #42
F. L. P. RESIDUARY TRUST #43
F. L. P. RESIDUARY TRUST #44
F. L. P. RESIDUARY TRUST #45
F. L. P. RESIDUARY TRUST #46
F. L. P. RESIDUARY TRUST #47
F. L. P. RESIDUARY TRUST #48
F. L. P. RESIDUARY TRUST #49
F. L. P. RESIDUARY TRUST #50
F. L. P. RESIDUARY TRUST #51
F. L. P. RESIDUARY TRUST #52
F. L. P. RESIDUARY TRUST #53
F. L. P. RESIDUARY TRUST #54
F. L. P. RESIDUARY TRUST #55
F. L. P. RESIDUARY TRUST #56
F. L. P. TRUST NO. 10
F. L. P. TRUST NO. 11
F. L. P. TRUST NO. 12
F. L. P. TRUST NO. 13
F. L. P. TRUST NO. 14
F. L. P. TRUST NO. 15
F. L. P. TRUST NO. 16
F. L. P. TRUST NO. 17
F. L. P. TRUST NO. 19
F. L. P. TRUST NO. 20
F. L. P. TRUST NO. 21
LA SALLE G.C. TRUST #2
LA SALLE G.C. TRUST #3
LA SALLE G.C. TRUST #4
LA SALLE G.C. TRUST #5
LA SALLE G.C. TRUST #6
LA SALLE G.C. TRUST #7
LA SALLE G.C. TRUST #8
LA SALLE G.C. TRUST #9
LA SALLE G.C. TRUST #10
LA SALLE G.C. TRUST #11
LA SALLE TRUST #13
LA SALLE TRUST #14



LA SALLE TRUST #15
LA SALLE TRUST #17
LA SALLE TRUST #18
LA SALLE TRUST #19
LA SALLE TRUST #27
LA SALLE TRUST #41
LA SALLE TRUST #42
LA SALLE TRUST #43
LA SALLE TRUST #44
LA SALLE TRUST #45
LA SALLE TRUST #46
LA SALLE TRUST #47
LA SALLE TRUST #48
LA SALLE TRUST #49
LA SALLE TRUST #50
LA SALLE TRUST #51
LA SALLE TRUST #52
LA SALLE TRUST #53
LA SALLE TRUST #54
LA SALLE TRUST #55
LA SALLE TRUST #56
LA SALLE TRUST #57
LA SALLE TRUST #58
LA SALLE TRUST #59
LA SALLE TRUST #60
LA SALLE TRUST #61
LA SALLE TRUST # 62
LA SALLE TRUST NO. 63
LA SALLE TRUST NO. 64
N.F.P. QSST TRUST NO. 21
BANDON TRUST-OREGON # 1
BARVIEW TRUST-OREGON # 2
BROWNSVILLE TRUST-OREGON # 3
CARLTON TRUST-OREGON # 4
CLAKAMAS TRUST-OREGON # 5
CLATSKANIE TRUST-OREGON # 6
CRESWELL TRUST-OREGON # 7
DRAIN TRUST-OREGON # 8
EASTSIDE TRUST-OREGON # 9
ELGIN TRUST-OREGON # 10
ENTERPRISE TRUST-OREGON # 11
ESTACADA TRUST-OREGON # 12
FAIRVIEW TRUST-OREGON # 13
GARIBALDI TRUST-OREGON # 14
GREEN TRUST-OREGON # 15
HARRISBURG TRUST-OREGON # 16



FOSSIL TRUST-OREGON # 17
GARDINER TRUST-OREGON # 18
GEARHART TRUST-OREGON # 19
GERVAIS TRUST-OREGON # 20
GILCHRIST TRUST-OREGON # 21
GLENDALE TRUST-OREGON # 22
GLENMORRIE TRUST-OREGON # 23
GLIDE TRUST-OREGON # 24
HARBOR TRUST-OREGON # 25
HUBBARD TRUST-OREGON # 26
HUNTINGTON TRUST-OREGON # 27
JOSEPH TRUST-OREGON # 28
KINZUA TRUST-OREGON # 29
LAFAYETTE TRUST-OREGON # 30
LEWISBURG TRUST-OREGON # 31
LOWELL TRUST-OREGON # 32
AMITY TRUST-OREGON # 33
APPLEGATE TRUST-OREGON # 34
ATHENA TRUST-OREGON # 35
AUMSVILLE TRUST-OREGON # 36
BELLEVIEW TRUST-OREGON # 37
BLY TRUST-OREGON # 38
CANYONVILLE TRUST-OREGON # 39
CHARLESTON TRUST-OREGON # 40
CHILOQUIN TRUST-OREGON # 41
COBURG TRUST-OREGON # 42
CONDON TRUST-OREGON # 43
DAYTON TRUST-OREGON # 44
DILLARD TRUST-OREGON # 45
DUNDEE TRUST-OREGON # 46
DUNES TRUST-OREGON # 47
ELMIRA TRUST-OREGON # 48
CANYON TRUST-OREGON # 49
BEECH TRUST-OREGON # 50
BATTLE TRUST-OREGON # 51
BLUE TRUST-OREGON # 52
SEBASTIAN TRUST-OREGON # 53
CAMAS TRUST-OREGON # 54
LOW TRUST-OREGON # 55
ALSEA TRUST-OREGON # 56
BROGAN TRUST-OREGON # 57
BURNT TRUST-OREGON # 58
HAYES TRUST-OREGON # 59
PARKER TRUST-OREGON # 60
GRASS TRUST-OREGON # 61
NECANIUM TRUST-OREGON # 62



SISKIYOU TRUST-OREGON # 63
WILLAMETTE TRUST-OREGON # 64
BEAVERTON TRUST-OREGON # 65
CORVALLIS TRUST-OREGON # 66
EUGENE TRUST-OREGON # 67
MEDFORD TRUST-OREGON # 68
PARKROSE TRUST-OREGON # 69
PORTLAND TRUST-OREGON # 70
SALEM TRUST-OREGON # 71
SPRINGFIELD TRUST-OREGON # 72
ALBANY TRUST-OREGON # 73
ALTAMONT TRUST-OREGON # 74
BEND TRUST-OREGON # 75
GRESHAM TRUST-OREGON # 76
HILLSBORO TRUST-OREGON # 77
KEIZER TRUST-OREGON # 78
MILWAUKIE TRUST-OREGON # 79
PENDLETON TRUST-OREGON # 80
DALLAS TRUST-OREGON # 81
GLADESTONE TRUST-OREGON # 82
HAYESVILLE TRUST-OREGON # 83
LEBANON TRUST-OREGON # 84
NEWBERG TRUST-OREGON # 85
POWELLHURST TRUST-OREGON # 86
ROCKWOOD TRUST-OREGON # 87
WOODBURN TRUST-OREGON # 88
ANTELOPE TRUST-OREGON # 89
DREWSEY TRUST-OREGON # 90
GRANITE TRUST-OREGON # 91
GREENHORN TRUST-OREGON # 92
HARDMAN TRUST-OREGON # 93
JUNTURA TRUST-OREGON # 94
LONEROCK TRUST-OREGON # 95
SHANIKO TRUST-OREGON # 96
ARAGO TRUST-OREGON # 97
BAYSHORE TRUST-OREGON # 98
BEATTY TRUST-OREGON # 99
BIRKENFELD TRUST-OREGON #100
BLODGETT TRUST-OREGON #101
BROADBENT TRUST-OREGON #102
BURLINGTON TRUST-OREGON #103
CHESHIRE TRUST-OREGON #104
COOSTON TRUST-OREGON #105
DODSON TRUST-OREGON #106
DREW TRUST-OREGON #107
DURKEE TRUST-OREGON #108



ENGLEWOOD TRUST-OREGON #109
FIRWOOD TRUST-OREGON #110
HARPER TRUST-OREGON #111
JAMIESON TRUST-OREGON #112
ALOHA TRUST-OREGON #113
BATTIN TRUST-OREGON #114
BROOKINGS TRUST-OREGON #115
BURNS TRUST-OREGON #116
CANBY TRUST-OREGON #117
COQUILLE TRUST-OREGON #118
GILBERT TRUST-OREGON #119
GLENDOVEER TRUST-OREGON #120
HAZELWOOD TRUST-OREGON #121
HERMISTON TRUST-OREGON #122
KENDALL TRUST-OREGON #123
METZGER TRUST-OREGON #124
MONMOUTH TRUST-OREGON #125
NEWPORT TRUST-OREGON #126
OAKRIDGE TRUST-OREGON #127
ONTARIO TRUST-OREGON #128
BAKER TRUST-OREGON #129
BENTON TRUST-OREGON #130
CURRY TRUST-OREGON #131
DOUGLAS TRUST-OREGON #132
GRANT TRUST-OREGON #133
LAKE TRUST-OREGON #134
MARION TRUST-OREGON #135
POLK TRUST-OREGON #136
COLUMBIA TRUST-OREGON #137
GILLIAM TRUST-OREGON #138
CLERK TRUST-OREGON #139
JACKSON TRUST-OREGON #140
JEFFERSON TRUST-OREGON #141
KLAMATH TRUST-OREGON #142
LINN TRUST-OREGON #143
MORROW TRUST-OREGON #144
CLATSOP TRUST-OREGON #145
COOS TRUST-OREGON #146
JOSEPHINE TRUST-OREGON #147
LANE TRUST-OREGON #148
MALHEUR TRUST-OREGON #149
SHERMAN TRUST-OREGON #150
UNION TRUST-OREGON #151
WASCO TRUST-OREGON #152
CRESCENT TRUST-OREGON #153
SUMMIT TRUST-OREGON #154



MILLER TRUST-OREGON #155
DAVIS TRUST-OREGON #156
OWYHEE TRUST-OREGON #157
COW TRUST-OREGON #158
MAGONE TRUST-OREGON #159
OSWEGO TRUST-OREGON #160
RIDER TRUST-OREGON #161
WALLOWA TRUST-OREGON #162
HARNEY TRUST-OREGON #163
YOUNG TRUST-OREGON #164
CRATER TRUST-OREGON #165
SUMMER TRUST-OREGON #166
ABERT TRUST-OREGON #167
ALKALI TRUST-OREGON #168
ADAMS TRUST-OREGON #169
ADRIAN TRUST-OREGON #170
ALVADORE TRUST-OREGON #171
AZALEA TRUST-OREGON #172
BALLSTON TRUST-OREGON #173
BARLOW TRUST-OREGON #174
BEAVER TRUST-OREGON #175
BECK TRUST-OREGON #176
BONNEVILLE TRUST-OREGON #177
BORING TRUST-OREGON #178
BRICKERVILLE TRUST-OREGON #179
BRIDGE TRUST-OREGON #180
BRIGHTWOOD TRUST-OREGON #181
OPHELIA TRUST-OREGON #182
BUXTON TRUST-OREGON #183
CARVER TRUST-OREGON #184
ASTORIA TRUST-OREGON #185
PRINEVILLE TRUST-OREGON #186
ROSEBURG TRUST-OREGON #187
LAKEVIEW TRUST-OREGON #188
VALE TRUST-OREGON #189
HEPPNER TRUST-OREGON #190
MORO TRUST-OREGON #191
TILLAMOOK TRUST-OREGON #192
IDANHA TRUST-OREGON #193
IDAVILLE TRUST-OREGON #194
IMBLER TRUST-OREGON #195
INDEPENDENCE TRUST-OREGON #196
INTERLACHEN TRUST-OREGON #197
IONE TRUST-OREGON #198
IRRIGON TRUST-OREGON #199
IRVING TRUST-OREGON #200



OAKLAND TRUST-OREGON #201
OCEANSIDE TRUST-OREGON #202
ODELL TRUST-OREGON #203
OLNEY TRUST-OREGON #204
OPHIR TRUST-OREGON #205
ORENCO TRUST-OREGON #206
ORIENT TRUST-OREGON #207
OXBOW TRUST-OREGON #208
P. G. - DANIEL TRUST
P. G. - DON #3 TRUST
P. G. - JEAN TRUST
P. G. - JIM TRUST
P. G. - JOHNNY TRUST
P. G. - KAREN TRUST
P. G. - LINDA TRUST
P. G. - NICHOLAS TRUST
P. G. - PENNY TRUST
P. G. - TOM TRUST
P. G. - TONY TRUST
P.P.C. TRUST #2- GIGI
P.P.C. TRUST #2- TOM
P.P.C. TRUST #3- JAY ROBERT
P.P.C. TRUST #3- LINDA
P.P.C. TRUST #4- ANTHONY
P.P.C. TRUST #4- JAY ROBERT
P.P.C. TRUST #4- JIM
P.P.C. TRUST #5- ANTHONY
P.P.C. TRUST #5- KAREN
P.P.C. TRUST #6- ANTHONY
P.P.C. TRUST #6- DANIEL
P.P.C. TRUST #6- GIGI
P.P.C. TRUST #6- PENNY
P.P.C. TRUST #7- JOHN
P.P.C. TRUST #7- PENNY
R. A. TRUST NO. 25
R.A. G.C. TRUST #1
R.A. G.C. TRUST #2
R.A. G.C. TRUST #3
R.A. G.C. TRUST #4
R.A. G.C. TRUST #5
R.A. G.C. TRUST #6
R.A. G.C. TRUST #7
R.A. G.C. TRUST #8
R.A. G.C. TRUST #9
R.A. G.C. TRUST #10
RAINER TRUST-WASHINGTON # 1



SLIDE TRUST-WASHINGTON # 2
CRYSTAL TRUST-WASHINGTON # 3
ELLIS TRUST-WASHINGTON # 4
OLYMPUS TRUST-WASHINGTON # 5
CARRIE TRUST-WASHINGTON # 6
ELK TRUST-WASHINGTON # 7
CONSTANCE TRUST-WASHINGTON # 8
HENDERSON TRUST-WASHINGTON # 9
ANDERSON TRUST-WASHINGTON # 10
TWIN TRUST-WASHINGTON # 11
HAYSTACK TRUST-WASHINGTON # 12
PILCHUCK TRUST-WASHINGTON # 13
INDEX TRUST-WASHINGTON # 14
BEARHEAD TRUST-WASHINGTON # 15
STRAWBERRY TRUST-WASHINGTON # 16
SIMCOE TRUST-WASHINGTON # 17
CLIFTY TRUST-WASHINGTON # 18
CASHMERE TRUST-WASHINGTON # 19
CLARK TRUST-WASHINGTON # 20
BONANZA TRUST-WASHINGTON # 21
GOODE TRUST-WASHINGTON # 22
LOGAN TRUST-WASHINGTON # 23
JACK TRUST-WASHINGTON # 24
OKANOGAN TRUST-WASHINGTON # 25
COLVILLE TRUST-WASHINGTON # 26
KANIKSU TRUST-WASHINGTON # 27
UMATILLA TRUST-WASHINGTON # 28
PINCHOT TRUST-WASHINGTON # 29
GIFFORD TRUST-WASHINGTON # 30
LATHROP TRUST-WASHINGTON # 31
ROSS TRUST-WASHINGTON # 32
OLYMPIC TRUST-WASHINGTON # 33
BREMERTON TRUST-WASHINGTON # 34
VANCOUVER TRUST-WASHINGTON # 35
DARRINGTON TRUST-WASHINGTON # 36
KEECHELUS TRUST-WASHINGTON # 37
FEDERATION TRUST-WASHINGTON # 38
HANFORD TRUST-WASHINGTON # 39
PAULS TRUST-WASHINGTON # 40
BUTTE TRUST-WASHINGTON # 41
STEPTOE TRUST-WASHINGTON # 42
FAIRCHILD TRUST-WASHINGTON # 43
COULEE TRUST-WASHINGTON # 44
VERNON TRUST-WASHINGTON # 45
MCNARY TRUST-WASHINGTON # 46
MARYHILL TRUST-WASHINGTON # 47



PASTIME TRUST-WASHINGTON # 48
CHELAN TRUST-WASHINGTON # 49
MOSES TRUST-WASHINGTON # 50
ENTIAT TRUST-WASHINGTON # 51
WALLOLA TRUST-WASHINGTON # 52
BANKS TRUST-WASHINGTON # 53
RIFFE TRUST-WASHINGTON # 54
SACAJEWEA TRUST-WASHINGTON # 55
BRYAN TRUST-WASHINGTON # 56
NEWMAN TRUST-WASHINGTON # 57
ROCK TRUST-WASHINGTON # 58
ROOSEVELT TRUST-WASHINGTON # 59
SHANNON TRUST-WASHINGTON # 60
STEVENS TRUST-WASHINGTON # 61
SPECTACLE TRUST-WASHINGTON # 62
GALISPELL TRUST-WASHINGTON # 63
WEST TRUST-WASHINGTON # 64
MARENGO TRUST-WASHINGTON # 65
SPANGLE TRUST-WASHINGTON # 66
PACKWOOD TRUST-WASHINGTON # 67
MOORE TRUST-WASHINGTON # 68
ALMIRA TRUST-WASHINGTON # 69
GRANDVIEW TRUST-WASHINGTON # 70
MALDEN TRUST-WASHINGTON# 71
TEKOA TRUST-WASHINGTON # 72
PACK TRUST-WASHINGTON # 73
FAIRFIELD TRUST-WASHINGTON # 74
RITZVILLE TRUST-WASHINGTON # 75
WARDEN TRUST-WASHINGTON # 76
BRIDGEPORT TRUST-WASHINGTON # 77
QUINCY TRUST-WASHINGTON # 78
PENAWOWA TRUST-WASHINGTON # 79
ALMOTA TRUST-WASHINGTON # 80
QUIET TRUST-WASHINGTON # 81
LEMEI TRUST-WASHINGTON # 82
SODA TRUST-WASHINGTON # 83
BOISTFORD TRUST-WASHINGTON # 84
SNAG TRUST-WASHINGTON # 85
WINDY TRUST-WASHINGTON # 86
MICA TRUST-WASHINGTON # 87
GYPSY TRUST-WASHINGTON # 88
GLACIER TRUST-WASHINGTON # 89
MONTE CRISTO TRUST-WASHINGTON # 90
WENATCHEE TRUST-WASHINGTON # 91
VESPER TRUST-WASHINGTON # 92
GUNN TRUST-WASHINGTON # 93



PYRAMID TRUST-WASHINGTON # 94
MISSION TRUST-WASHINGTON # 95
SIGNAL TRUST-WASHINGTON # 96
UNDER TRUST-WASHINGTON # 97
SADDLE TRUST-WASHINGTON # 98
ABERCROMBIE TRUST-WASHINGTON # 99
HALL TRUST-WASHINGTON #100
MOLYBENITE TRUST-WASHINGTON #101
CHEWELAH TRUST-WASHINGTON #102
BOYER TRUST-WASHINGTON #103
COUGAR TRUST-WASHINGTON #104
REDTOP TRUST-WASHINGTON #105
CHIMNEY TRUST-WASHINGTON #106
JULY TRUST-WASHINGTON #107
STAR TRUST-WASHINGTON #108
PINNACLE TRUST-WASHINGTON #109
REMMEL TRUST-WASHINGTON #110
MILE TRUST-WASHINGTON #111
ZEBRA TRUST-WASHINGTON #112
IRON TRUST-WASHINGTON #113
FOOT TRUST-WASHINGTON #114
BELLS TRUST-WASHINGTON #115
BADGER TRUST-WASHINGTON #116
YEARLING TRUST-WASHINGTON #117
KING TRUST-WASHINGTON #118
ANT TRUST-WASHINGTON #119
AIX TRUST-WASHINGTON #120
SNOQUALMIE TRUST-WASHINGTON #121
TWISP TRUST-WASHINGTON #122
RAINY TRUST-WASHINGTON #123
WASHINGTON TRUST-WASHINGTON #124
HARTS TRUST-WASHINGTON #125
CASCADE TRUST-WASHINGTON #126
AUSTIN TRUST-WASHINGTON #127
STAMPEDE TRUST-WASHINGTON #128
SWAUK TRUST-WASHINGTON #129
BLEWITT TRUST-WASHINGTON #130
CAYUSE TRUST-WASHINGTON #131
BY TRUST-WASHINGTON #132
OVER TRUST-WASHINGTON #133
SATUS TRUST-WASHINGTON #134
COPPER TRUST-WASHINGTON #135
SNOWY TRUST-WASHINGTON #136
OZETTE TRUST-WASHINGTON #137
SKOKOMICH TRUST-WASHINGTON #138
CHEROKEE TRUST-WASHINGTON #139



SPOKANE TRUST-WASHINGTON #140
LUMMI TRUST-WASHINGTON #141
SHOALWATER TRUST-WASHINGTON #142
HOH TRUST-WASHINGTON #143
QUILLAYUTE TRUST-WASHINGTON #144
NOOKSACK TRUST-WASHINGTON #145
SUIATTLE TRUST-WASHINGTON #146
WHITE TRUST-WASHINGTON #147
ICICLE TRUST-WASHINGTON #148
KLICKITAT TRUST-WASHINGTON #149
WILLAPA TRUST-WASHINGTON #150
SNOW TRUST-WASHINGTON #151
DICKEY TRUST-WASHINGTON #152
TOUTLE TRUST-WASHINGTON #153
SALMON TRUST-WASHINGTON #154
YELLOW TRUST-WASHINGTON #155
CHEHALIS TRUST-WASHINGTON #156
WYNOOCHEE TRUST-WASHINGTON #157
QUIMALT TRUST-WASHINGTON #158
QUEETS TRUST-WASHINGTON #159
WIND TRUST-WASHINGTON #160
MARYSVILLE TRUST-WASHINGTON #161
LYNWOOD TRUST-WASHINGTON #162
EDMONDS TRUST-WASHINGTON #163
WINE TRUST-WASHINGTON #164
SEATTLE TRUST-WASHINGTON #165
BURIEN TRUST-WASHINGTON #166
TOWNSEND TRUST-WASHINGTON #167
FLAGLER TRUST-WASHINGTON #168
ANGELES TRUST-WASHINGTON #169
ABERDEEN TRUST-WASHINGTON #170
HOQUIAM TRUST-WASHINGTON #171
ZESTY TRUST-WASHINGTON #172
BELLINGHAM TRUST-WASHINGTON #173
BLAINE TRUST-WASHINGTON #174
CHUCKANUT TRUST-WASHINGTON #175
ANACORTES TRUST-WASHINGTON #176






Exhibit B
CURRENT ADULT BENEFICIARIES
 
Nicholas J. Pritzker
Thomas J. Pritzker
James N. Pritzker
John A. Pritzker
Linda Pritzker
Karen L. Pritzker
Penny Pritzker
Daniel F. Pritzker
Anthony N. Pritzker
Gigi Pritzker Pucker
Jay Robert Pritzker






Exhibit C
NOTICES
Trustees:
 
Thomas J. Pritzker
The Pritzker Organization, LLC
71 S. Wacker Drive, Suite 4700
Chicago, IL 60606
(312) 873-4900 (Telephone)
(312) 873-4983 (Facsimile)
 
Mr. Karl J. Breyer
4535 IDS Center
80 S. 8th Street
Minneapolis, MN 55402
(612) 851-2085 (Telephone)
(612) 851-2086 (Facsimile)
 
Mr. Marshall E. Eisenberg
Neal Gerber & Eisenberg LLP
Two North LaSalle St.
Suite 2200
Chicago, IL 60602
(312) 269-8020 (Telephone)
(312) 269-0260 (Facsimile)



 

Adult Beneficiaries:
 
Mr. Adam Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Allison Pritzker Schwartz
 c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Mr. Anthony N. Pritzker
 c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Mr. Benjamin T. Pritzker
c/o Mr. Joel S. Rothman
Rothman Law Group
135 S. LaSalle Street
Suite 2810
Chicago, IL 60603
(312) 578-0900 (Telephone)
(312) 578-0905 (Facsimile)



Ms. Dana Jean Pritzker Schwartz
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
 (312) 324-9602 (Facsimile)
 
Mr. Daniel F. Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
and
 
Mr. Daniel F. Pritzker
c/o Timmons Advisors, LLC
3555 Timmons Lane
Suite 800
Houston, TX 77027
(713) 961-1600 (Telephone)
(713) 623-2317 (Facsimile)
 
Mr. David T. Pritzker
c/o Mr. Joel S. Rothman
Rothman Law Group
135 S. LaSalle Street
Suite 2810
Chicago, IL 60603
(312) 578-0900 (Telephone)
(312) 578-0905 (Facsimile)



Mr. Donald P. Traubert
c/o Mr. J. Kevin Poorman
Pritzker Realty Group LP
71 S. Wacker Drive
47th  Floor
Chicago, IL 60606
(312) 873-4802 (Telephone)
(312) 873-4891 (Facsimile)
 
Ms. Gigi Pritzker Pucker
c/o Ms. Karen MacKay
Burke Warren MacKay & Serritella PC
330 N. Wabash Avenue
22nd  Floor
Chicago, IL 60611-3607
(312) 840-7009 (Telephone)
(312) 840-7900 (Facsimile)
 
Mr. Isaac Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)
 
Mr. Jacob N. Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)



Mr. James N. Pritzker
c/o Mr. Charles E. Dobrusin
Charles E. Dobrusin & Associates, Ltd.
104 S. Michigan Avenue
Suite 900
Chicago, IL 60603-5906
(312) 436-1202 (Telephone)
(312) 436-1201 (Facsimile)
 
and
 
Mr. James N. Pritzker
c/o Mr. Harry B. Rosenberg
Reed Smith Sachnoff & Weaver
10 South Wacker Drive
40th  Floor
Chicago, IL 60606-7507
(312) 207-1000 (Telephone)
(312) 207-6400 (Facsimile)
 
Mr. Jason N. Pritzker
c/o Mr. Joel S. Rothman
Rothman Law Group
135 S. LaSalle Street
Suite 2810
Chicago, IL 60603
(312) 578-0900 (Telephone)
(312) 578-0905 (Facsimile)
 
Mr. Jay Robert Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)



Mr. John A. Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Mr. Joseph B. Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)
 
Ms. Karen L. Pritzker
 c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Ms. Linda Pritzker
 c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Ms. Nancy Marie Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)



Mr. Nicholas J. Pritzker
c/o Mr. Marshall Eisenberg
Neal Gerber & Eisenberg LLP
Two North LaSalle St.
Suite 2200
Chicago, IL 60602
(312) 269-8020 (Telephone)
(312) 269-0260 (Facsimile)
 
Mr. Noah Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Penny Pritzker
 c/o Mr. J. Kevin Poorman
Pritzker Realty Group LP
71 S. Wacker Drive
47th  Floor
Chicago, IL 60606
(312) 873-4802 (Telephone)
(312) 873-4891 (Facsimile)
 
Ms. Rachel Pritzker Hunter
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)



Ms. Regan Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)
 
Mr. Roland Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Rosemary Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Tal Hava Pritzker
c/o Mr. Charles E. Dobrusin
Charles E. Dobrusin & Associates, Ltd.
104 S. Michigan Avenue
Suite 900
Chicago, IL 60603-5906
(312) 436-1202 (Telephone)
(312) 436-1201 (Facsimile)



Mr. Thomas J. Pritzker
c/o Mr. Marshall Eisenberg
Neal Gerber & Eisenberg LLP
Two North LaSalle St.
Suite 2200
Chicago, IL 60602
(312) 269-8020 (Telephone)
(312) 269-0260 (Facsimile)
 
Mr. Zachary Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)


 
 




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, was appointed and is acting as a trustee of the P.G. Nicholas Trust M (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #1M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #2M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #3M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Don Trust No. 25M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Nicholas J. Pritzker, was appointed and is acting as a trustee of the P.G. Nicholas Trust M (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Nicholas J. Pritzker
Nicholas J. Pritzker

 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #12M5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #8M8 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg

 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the P.G. Tom Trust M (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the LaSalle Trust #13M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Belleview Trust (OR 37) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg

 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Bly Trust (OR 38) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Canyonville Trust (OR 39) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Vale Trust (OR 189) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Heppner Trust (OR 190) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Moro Trust (OR 191) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg

 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Tillamook Trust (OR 192) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Newman Trust (WA 57) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Rock Trust (WA 58) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Roosevelt Trust (WA 59) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Shannon Trust (WA 60) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Stevens Trust (WA 61) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Spectacle Trust (WA 62) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Galispell Trust (WA 63) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the West Trust (WA 64) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Lummi Trust (WA 141) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Shoalwater Trust (WA 142) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Hoh Trust (WA 143) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Quillayute Trust (WA 144) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Klickitat Trust (WA 149) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Willapa Trust (WA 150) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Snow Trust (WA 151) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the ECI QSST Trust #4M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the Don G.C. Trust #1M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the R.A.
G.C. Trust #1M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the LaSalle
G.C. Trust #2M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #18-Thomas M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the LaSalle Trust #42M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the ECI QSST Trust #5M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the LaSalle Trust #44M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Marshall E. Eisenberg, has been appointed and has consented to serve as a trustee of the ECI QSST Trust #6M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the Penny Trust M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
 John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #31M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #37M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the Don G.C. Trust #8M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the R.A. G.C. Trust #8M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 
 




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the LaSalle
G.C. Trust #9M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #34-Penny M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #36-Penny M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #40-Penny M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #42-Penny M5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the LaSalle Trust #51M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John Kevin Poorman, has been appointed and has consented to serve as a trustee of the LaSalle Trust #47M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ John Kevin Poorman
John Kevin Poorman, Trustee
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the P.G. Gigi Trust M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #6M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #11M8 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #17M8 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #6M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #11M8 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #17M8 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the P.G. Gigi Trust M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the LaSalle Trust No. 49M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the LaSalle Trust No. 49M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the Don G.C. Trust #4M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the R.A. G.C. Trust #4M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the LaSalle
G.C. Trust #5M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #5-Gigi M5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the LaSalle Trust No. 54M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Gigi Pritzker Pucker, has been appointed and has consented to serve as a trustee of the LaSalle Trust No. 58M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Gigi Pritzker Pucker
 Gigi Pritzker Pucker
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the Don G.C. Trust #4M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the R.A. G.C. Trust #4M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the LaSalle G.C. Trust #5M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #5-Gigi M5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the LaSalle Trust No. 54M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Edward W. Rabin, has been appointed and has consented to serve as a trustee of the LaSalle Trust No. 58M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Edward W. Rabin
Edward W. Rabin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Texas 8-26-22 Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Texas 8-26-22 Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Texas 8-26-22 Trust 2010 C (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Texas 8-26-22 Trust 2010 D (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the The Featherman Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #3-Nancy (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #3-Nancy (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Clyfford Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the NMP ECI Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #4-Nancy (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #3-Zachary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #3-Zachary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Lipschitz Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #4-Zachary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #3-Cindy (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #3-Cindy (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #3-Jon (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #3-Jon (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #3-Jay (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #3-Jay (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Botticelli Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Hockney Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and

WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the KMP Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the KMP Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Stella Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #4-Cindy (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #4-Jay (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #4-Jon (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Ox Blue Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Zot Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Zot Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #2-Adam (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #2-Adam (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Trust A 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the ECI Trust A 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #3-Adam (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #2-Noah (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #2-Noah (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #3-Noah (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Trust N 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the ECI Trust N 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #2-Samuel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #2-Samuel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Swingsville Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Swingsville Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Trust S 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
  



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #3-Samuel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Charles E. Dobrusin, has been appointed and has consented to serve as a trustee of the JNP Parachute Mirror Trust K (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Charles E. Dobrusin
Charles E. Dobrusin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Charles E. Dobrusin, has been appointed and has consented to serve as a trustee of the JNP Parachute Mirror Trust L (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Charles E. Dobrusin
Charles E. Dobrusin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Charles E. Dobrusin, has been appointed and has consented to serve as a trustee of the JNP 2010-P.G. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Charles E. Dobrusin
Charles E. Dobrusin
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Harry B. Rosenberg, has been appointed and has consented to serve as a trustee of the JNP Parachute Mirror Trust K (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Harry B. Rosenberg
Harry B. Rosenberg
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Harry B. Rosenberg, has been appointed and has consented to serve as a trustee of the JNP Parachute Mirror Trust L (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.

/s/ Harry B. Rosenberg
Harry B. Rosenberg




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Harry B. Rosenberg, has been appointed and has consented to serve as a trustee of the JNP 2010 P.G. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.

/s/ Harry B. Rosenberg
Harry B. Rosenberg





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Jane E. Feerer, has been appointed and has consented to serve as a trustee of the Tal - 2010 ECI Family Mirror Trust #4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Jane E. Feerer
 Jane E. Feerer
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 PG Family Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
 Walter W. Simmers
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 ANP Mirror Trust A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
 Walter W. Simmers
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 ANP Mirror Trust B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
 Walter W. Simmers
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 PG Family Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 ANP Mirror Trust A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 ANP Mirror Trust B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 PG Family Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 ANP Mirror Trust A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 ANP Mirror Trust B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.

/s/ Walter W. Simmers
Walter W. Simmers
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the ACPS 2010 ECI Mirror Trust #5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the ACPS 2010 ECI Mirror Trust #5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate
 



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the ACPS 2010 ECI Mirror Trust #5 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Allison (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the DJPS 2010 ECI Mirror Trust #6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the DJPS 2010 ECI Mirror Trust #6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Dana (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the DJPS 2010 ECI Mirror Trust #6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #23 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #24 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #29 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #30 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the TSPV 2010 LaSalle Mirror Trust #60 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the JSPV 2010 LaSalle Mirror Trust #56 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #23 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #24 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #29 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #30 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the JSPV 2010 LaSalle Mirror Trust #56 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the TSPV 2010 LaSalle Mirror Trust #60 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the Don Family Trust #6-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the R.A. Family Trust #6-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #23 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #24 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #29 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the KLP 2010 A.N.P. Mirror Trust #30 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the JSPV 2010 LaSalle Mirror Trust #56 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the TSPV 2010 LaSalle Mirror Trust #60 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Julia (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #8-Theodore (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Topaz Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Autonomy Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Autonomy Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #7-Rachel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus-R.A. G.C. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #7-Roland (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion-R.A.G.C. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Family Trust #7-Rosemary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Vered-R.A. G.C. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus-Blodgett Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus Brightwood Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R2 Buxton-Oregon #183 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus Gunn-Wash #93 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus Pyramid-Wash #94 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus Pinnacle Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus Toutle-Wash #153 Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus ECI Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion Broadbent-Ore #102 Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion Ophelia Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion-Remmel Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion Angeles-Wash #169 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion ECI Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Vered ECI Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R3-2010 A Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R3-2010 B Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R3-2010 C Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the R3-2010 D Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #7-Rachel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #7-Roland (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #7-Rosemary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Don Family Trust #7-Rachel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus-R.A. G.C. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Don Family Trust #7-Roland (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion-R.A. G.C. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Don Family Trust #7-Rosemary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Vered-R.A. G.C. Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus-Blodgett Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus Brightwood Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the R2 Buxton-Oregon #183 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus Gunn-Wash #93 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus Pyramid-Wash #94 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus Pinnacle Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus Toutle-Wash #153 Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus ECI Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion Broadbent-Ore #102 Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion Ophelia Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion-Remmel Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion Angeles-Wash #169 Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion ECI Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Vered ECI Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the R3-2010 A Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the R3-2010 B Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the R3-2010 C Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the R3-2010 D Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #7-Rachel (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #7-Roland (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the LaSalle Family Trust #7-Rosemary (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Coco Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Spencer Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Spencer Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Don Nicholas Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Robert Alan Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Normandy Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Orchid Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the DALAI Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the DALAI Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the DALAI Trust 2010 C (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the DALAI Trust 2010 D (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Lyon Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Avignon Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Paris Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the PG Alma Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the Durham Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the Durham Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the DGC Germanium Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the R.A. G.C. Indium Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the LGC Tin Trust 2010 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the Gallium Trust 2010 A (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the Gallium Trust 2010 B (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the Gallium Trust 2010 C (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as a trustee of the Gallium Trust 2010 D (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the DJPS 2010 LaSalle Mirror Trust #46 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lucinda S. Falk, has been appointed and has consented to serve as a trustee of the ACPS 2010 LaSalle Mirror Trust #19 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lucinda S. Falk
Lucinda S. Falk




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the ACPS 2010 LaSalle Mirror Trust #19 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Andrew D. Wingate, has been appointed and has consented to serve as a trustee of the DJPS 2010 LaSalle Mirror Trust #46 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Andrew D. Wingate
Andrew D. Wingate




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the ACPS 2010 LaSalle Mirror Trust #19 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Walter W. Simmers, has been appointed and has consented to serve as a trustee of the DJPS 2010 LaSalle Mirror Trust #46 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Walter W. Simmers
Walter W. Simmers




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Jane E. Feerer, has been appointed and has consented to serve as a trustee of the Tal LaSalle Mirror Trust #17D (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Jane E. Feerer
Jane E. Feerer




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Festus 2010 LaSalle Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Scorpion 2010 LaSalle Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of the Vered 2010 LaSalle Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Festus 2010 LaSalle Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Scorpion 2010 LaSalle Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Aaron Stern, has been appointed and has consented to serve as a trustee of the Vered 2010 LaSalle Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 17, 2010.
/s/ Aaron Stern
Aaron Stern




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, G14M2 HHC, L.L.C., a Delaware limited liability company (“G14M2 HHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by G14M2 HHC of Common Stock, G14M2 HHC is executing and delivering this Joinder Agreement.
NOW, THEREFORE, G14M2 HHC adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by G14M2 HHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

Dated: August 20, 2010.
G14M2 HHC, L.L.C.
By: /s/ Ronald D. Wray
Ronald D. Wray
Vice President, Treasurer & Secretary



JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, T11M2 HHC, L.L.C., a Delaware limited liability company (“T11M2 HHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by T11M2 HHC of Common Stock, T11M2 HHC is executing and delivering this Joinder Agreement.
NOW, THEREFORE, T11M2 HHC adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by T11M2 HHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

Dated: August 20, 2010.
T11M2 HHC, L.L.C.
By: /s/ Ronald D. Wray
Ronald D. Wray
Vice President, Treasurer & Secretary



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, was appointed and is acting as a trustee of TGFJ Trust 1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 26, 2010.
/s/ Lewis M. Linn
Lewis M. Linn




JOINDER AGREEMENT (Amended and Restated Global Hyatt Agreement)
Reference is made to that certain Amended and Restated Global Hyatt Agreement (as amended from time to time the “Amended and Restated Global Hyatt Agreement”), dated as of October 1, 2009, by, between and among each of the Trustees and each of the Adult Beneficiaries signatories thereto (capitalized terms used herein without definition shall have the meaning set forth in Amended and Restated Global Hyatt Agreement).
The undersigned, an Adult Beneficiary, hereby agrees to be bound by all of the terms and provisions of the Amended and Restated Global Hyatt Agreement and, as of the date hereof, makes all of the representations and warranties set forth in Exhibit A attached hereto.
Dated as of: April 15, 2010.
/s/ Abigail Pritzker Pucker
Abigail Pritzker Pucker





Exhibit A
(a) The undersigned has the full power, right and legal capacity to enter into this Joinder Agreement to the Amended and Restated Global Hyatt Agreement, to perform, observe and comply with all of the undersigned’s agreements and obligations under the Amended and Restated Global Hyatt Agreement and to consummate the transactions contemplated thereby.
(b) This Joinder Agreement to the Amended and Restated Global Hyatt Agreement has been duly and validly executed by the undersigned and, upon delivery thereof by the undersigned, this Joinder Agreement and the Amended and Restated Global Hyatt Agreement will constitute legal, valid and binding obligations of the undersigned enforceable against the undersigned in accordance with their respective terms.
(c) The undersigned’s informed decision to execute and deliver the Joinder Agreement and perform the Amended and Restated Global Hyatt Agreement (A) was made on the basis of legal, tax, financial and other advice from professionals, including Joined Agents, acting on behalf of the undersigned or on the basis of the undersigned having had the opportunity to engage legal, tax, financial and other advice from professionals, acting on behalf of the undersigned, (B) was voluntary, and (C) was not based on any representations, warranties, covenants and/or agreements of any party or other Person not expressly provided for in the Amended and Restated Global Hyatt Agreement.




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lawrence I. Richman, has been appointed and has consented to serve as a co-trustee of the Second Universe Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as a trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 23, 2010.
/s/ Lawrence I. Richman
Lawrence I. Richman




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Nicholas J. Pritzker, has been appointed and has consented to serve as a co-trustee of the Second Universe Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as a trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.

Dated: August 23, 2010.
/s/ Nicholas J. Pritzker
Nicholas J. Pritzker




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
Reference is made to that certain Amended and Restated Global Hyatt Agreement (as amended from time to time the “Amended and Restated Global Hyatt Agreement”), dated as of October 1, 2009, by, between and among each of the Trustees and each of the Adult Beneficiaries signatories thereto (capitalized terms used herein without definition shall have the meaning set forth in Amended and Restated Global Hyatt Agreement).
The undersigned, an Adult Beneficiary, hereby agrees to be bound by all of the terms and provisions of the Amended and Restated Global Hyatt Agreement and, as of the date hereof, makes all of the representations and warranties set forth in Exhibit A attached hereto.
Dated as of: 3/10, 2010.
/s/ Andrew A. N, Pri zker
Andrew A. N, Pritzker





Exhibit A
(a) The undersigned has the full power, right and legal capacity to enter into this Joinder Agreement to the Amended and Restated Global Hyatt Agreement, to perform, observe and comply with all of the undersigned’s agreements and obligations under the Amended and Restated Global Hyatt Agreement and to consummate the transactions contemplated thereby.
(b) This Joinder Agreement to the Amended and Restated Global Hyatt Agreement has been duly and validly executed by the undersigned and, upon delivery thereof by the undersigned, this Joinder Agreement and the Amended and Restated Global Hyatt Agreement will constitute legal, valid and binding obligations of the undersigned enforceable against the undersigned in accordance with their respective terms.
(c) The undersigned’s informed decision to execute and deliver the Joinder Agreement and perform the Amended and Restated Global Hyatt Agreement (A) was made on the basis of legal, tax, financial and other advice from professionals, including Joined Agents, acting on behalf of the undersigned or on the basis of the undersigned having had the opportunity to engage legal, tax, financial and other advice from professionals, acting on behalf of the undersigned, (B) was voluntary, and (C) was not based on any representations, warranties, covenants and/or agreements of any party or other Person not expressly provided for in the Amended and Restated Global Hyatt Agreement.




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, GHHC, L.L.C., a Delaware limited liability company (“GHHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by GHHC of Common Stock, GHHC is executing and delivering this Joinder Agreement.
NOW, THEREFORE, GHHC adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by GHHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

Dated: September 8, 2010.
GHHC, L.L.C.
By: /s/ Ronald D. Wray
Ronald D. Wray
Vice President, Treasurer & Secretary



JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, THHC, L.L.C., a Delaware limited liability company (“THHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by THHC of Common Stock, THHC is executing and delivering this Joinder Agreement.
NOW, THEREFORE, THHC adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by THHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

Dated: September 8, 2010.
THHC, L.L.C.
By: /s/ Ronald D. Wray
Ronald D. Wray
Vice President, Treasurer & Secretary



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Thomas J. Muenster, has been appointed and has consented to serve as trustee of the trusts set forth on Schedule A hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

Dated: December 15, 2010.
/s/ Thomas J. Muenster
Thomas J. Muenster




Schedule A
Durham 4 Trust
DGC Germanium Trust
LGC Tin Trust
R.A. G.C. Indium Trust
Revocable Gallium Trust



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as trustee of the trusts set forth on Schedule A hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

Dated: December 15, 2010.
/s/ Lewis M. Linn
Lewis M. Linn





Schedule A
Texas 8-26-22 Trust
2 Botticelli Trust
Hockney Trust
Stella Trust
Revocable KMP Trust
Clyfford Trust
NMP ECI Trust
Lipschitz Trust
Spencer Trust 2
Avignon Trust
Don Nicholas Trust
Lyon Trust
Normandy Trust
Paris Trust
Revocable DALAI Trust
Robert Alan Trust



JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
Reference is made to that certain Amended and Restated Global Hyatt Agreement (as amended from time to time the “Amended and Restated Global Hyatt Agreement”), dated as of October 1, 2009, by, between and among each of the Trustees and each of the Adult Beneficiaries signatories thereto (capitalized terms used herein without definition shall have the meaning set forth in Amended and Restated Global Hyatt Agreement).
The undersigned, an Adult Beneficiary, hereby agrees to be bound by all of the terms and provisions of the Amended and Restated Global Hyatt Agreement and, as of the date hereof, makes all of the representations and warranties set forth in Exhibit A attached hereto.
Dated as of: December 21, 2010.
/s/ Rose Pritzker Traubert
Rose Pritzker Traubert





Exhibit A
(a) The undersigned has the full power, right and legal capacity to enter into this Joinder Agreement to the Amended and Restated Global Hyatt Agreement, to perform, observe and comply with all of the undersigned’s agreements and obligations under the Amended and Restated Global Hyatt Agreement and to consummate the transactions contemplated thereby.
(b) This Joinder Agreement to the Amended and Restated Global Hyatt Agreement has been duly and validly executed by the undersigned and, upon delivery thereof by the undersigned, this Joinder Agreement and the Amended and Restated Global Hyatt Agreement will constitute legal, valid and binding obligations of the undersigned enforceable against the undersigned in accordance with their respective terms.
(c) The undersigned’s informed decision to execute and deliver the Joinder Agreement and perform the Amended and Restated Global Hyatt Agreement (A) was made on the basis of legal, tax, financial and other advice from professionals, including Joined Agents, acting on behalf of the undersigned or on the basis of the undersigned having had the opportunity to engage legal, tax, financial and other advice from professionals, acting on behalf of the undersigned, (B) was voluntary, and (C) was not based on any representations, warranties, covenants and/or agreements of any party or other Person not expressly provided for in the Amended and Restated Global Hyatt Agreement.




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Westamerica Bank, has been appointed and has consented to serve as trustee of 1740 Trust RSP (the “Recipient Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in its capacity as trustee of the Recipient Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Recipient Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: January 4, 2011.
Westamerica Bank, solely as trustee of 1740 Trust RSP
By: /s/ Sherry Graziano
Name: Sherry Graziano
Title: VP / Trust Officer



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Harry B. Rosenberg, has been appointed and has consented to serve as a trustee of JNP Parachute Trust #2 (the “Recipient Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Recipient Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: May 5, 2011.
/s/ Harry B. Rosenberg
Harry B. Rosenberg, solely as trustee of JNP Parachute Trust #2



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Charles E. Dobrusin, has been appointed and has consented to serve as a trustee of JNP Parachute Trust #2 (the “Recipient Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by the Recipient Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
[Signature Page Follows]



Dated: May 5, 2011.
/s/ Charles E. Dobrusin
Charles E. Dobrusin, solely as trustee of JNP Parachute Trust #2



JOINDER AGREEMENT (Amended and Restated Global Hyatt Agreement)
WHEREAS, Paratrooper, LLC, a Delaware limited liability company (“Paratrooper”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by Paratrooper of Common Stock, Paratrooper is executing and delivering this Joinder Agreement.
NOW, THEREFORE, Paratrooper adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with the receipt by Paratrooper of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: May 5, 2011.
PARATROOPER, LLC
By: /s/ Harry B. Rosenberg Name: Harry B. Rosenberg
A: Manager



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Mary Parthe, has been appointed and has consented to serve as a successor trustee of Tal LaSalle Mirror Trust #17D and Tal – 2010 ECI Family Mirror Trust #4 (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with her appointment as successor trustee of the Recipient Trusts, which hold shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Contemporaneously with her appointment as trustee of the Recipient Trusts, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: May 9, 2011.
/s/ Mary Parthé
Mary Parthé, solely as trustee of Tal LaSalle Mirror Trust #17D
/s/ Mary Parthé
Mary Parthé, solely as trustee of Tal – 2010 ECI Family Mirror Trust #4



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of Banana Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 11/30/2011
/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of Banana Trust



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of Jaybird Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 11/30/2011
/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of Jaybird Trust



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of Jon Jacob Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 11/30/2011
/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of Jon Jacob Trust



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of LaDini Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 11/30/2011
/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of LaDini Trust



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, Lewis M. Linn, has been appointed and has consented to serve as a trustee of ZAP Trust (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 11/30/2011
/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of ZAP Trust



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Snow Trust (WA 151) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Klickitat Trust (WA 149) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Willapa Trust (WA 150) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Quillayute Trust (WA 144) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Hoh Trust (WA 143) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Shoalwater Trust (WA 142) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Lummi Trust (WA 141) M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the West Trust (WA 64) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Galispell Trust (WA 63) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Spectacle Trust (WA 62) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Stevens Trust (WA 61) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Shannon Trust (WA 60) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Roosevelt Trust (WA 59) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Rock Trust (WA 58) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Newman Trust (WA 57) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Tillamook Trust (OR 192) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Moro Trust (OR 191) M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Heppner Trust (OR 190) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Vale Trust (OR 189) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Canyonville Trust (OR 39) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and

3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Bly Trust (OR 38) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Belleview Trust (OR 37) M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the R.A. G.C. Trust #1M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the LaSalle G.C. Trust #2M1 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the LaSalle Trust #44M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the LaSalle Trust #13M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the LaSalle Trust #42M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the Don G.C. Trust #1M4 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller,
John A. Miller,




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the A.N.P. Trust #18-Thomas M6 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the ECI QSST Trust #4M3 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the ECI QSST Trust #5M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, John A. Miller, has been appointed and has consented to serve as a trustee of the ECI QSST Trust #6M2 (the “Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming trustee of the Trust, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated as of December 16, 2011.
/s/ John A. Miller
John A. Miller


















JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned has been appointed and has consented to serve as trustee of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the trustee of the Recipient Trusts, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in its capacity as trustee of the Recipient Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
[Signature Page Follows]



Dated: January 3, 2012.
Horton Trust Company, LLC, solely as trustee of the Recipient Trusts
By: /s/ John Kevin Poorman
Name: John Kevin Poorman
Title: President






Schedule A
Penny Trust M2
A.N.P. Trust #31 M6
A.N.P. Trust #37 M6
Rose Pritzker Traubert GST Trust
Donald Pritzker Traubert GST Trust
A.N.P. Trust #34-Penny M6
A.N.P. Trust #36-Penny M6
A.N.P. Trust #40-Penny M6
A.N.P. Trust #42-Penny M5
Don G.C. Trust #8 M2
LaSalle G.C. Trust #9 M1
R.A. G.C. Trust #8 M3





JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, F.L.P. Trust #19M2 is the sole member of P19M2 Investors, L.L.C., a Delaware limited liability company (the “LLC”), that will be receiving shares of Hyatt Common Stock;
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the LLC of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2012

P19M2 Investors, L.L.C.
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned has been appointed and has consented to serve as trustee of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the trustee of the Recipient Trusts, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: November 30, 2012.
/s/ Lawrence Richman
Lawrence Richman, not individually but solely as trustee of each of the separate and distinct trusts set forth on Schedule A


[Signature page to Joinder Agreement]




Schedule A
Name of Trust / Assignor
 
Certificate Number
 
Number of Shares
 
Date of Trust
N.F.P. QSST TRUST NO. 21
 
619
 
2,960.000
 
04-18-1972
R.A. TRUST #25
 
618
 
192,777.000
 
12-30-1964
CHILOQUIN TRUST -
OREGON TRUST #41
 
620
 
6,219.000
 
02-01-1980
COBURG TRUST -
OREGON TRUST #42
 
621
 
6,219.000
 
02-01-1980
CONDON TRUST -
OREGON TRUST #43
 
622
 
6,219.000
 
02-01-1980
DAYTON TRUST -
OREGON TRUST #44
 
623
 
6,219.000
 
02-01-1980
DILLARD TRUST -
OREGON TRUST #45
 
624
 
6,219.000
 
02-01-1980
DUNDEE TRUST -
OREGON TRUST #46
 
625
 
6,219.000
 
02-01-1980
DUNES TRUST -
OREGON TRUST #47
 
626
 
6,218.000
 
02-01-1980
ELMIRA TRUST -
OREGON TRUST #48
 
627
 
6,218.000
 
02-01-1980
OAKLAND TRUST -
OREGON TRUST #201
 
631
 
6,219.000
 
02-01-1980
OCEANSIDE TRUST -
OREGON TRUST #202
 
632
 
6,219.000
 
02-01-1980
ODELL TRUST -
OREGON TRUST #203
 
633
 
6,219.000
 
02-01-1980
OLNEY TRUST -
OREGON TRUST #204
 
634
 
6,219.000
 
02-01-1980
OPHIR TRUST -
OREGON TRUST #205
 
635
 
6,219.000
 
02-01-1980
ORENCO TRUST -
OREGON TRUST #206
 
636
 
6,219.000
 
02-01-1980
ORIENT TRUST -
OREGON TRUST #207
 
637
 
6,218.000
 
02-01-1980
OXBOW TRUST -
OREGON TRUST #208
 
638
 
6,218.000
 
02-01-1980




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned have been appointed and have consented to serve as co-trustees of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the co-trustees of the Recipient Trusts, the undersigned are executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in their capacity as co-trustees of the Recipient Trusts, adopt the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledge receipt and review of the A/R Global Hyatt Agreement;
2. Join in and agree to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agree not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.


[Signature Page Follows]




Dated: November 30, 2012.
/s/ Lewis Linn
Lewis Linn, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on Schedule A

/s/ Aaron Stern
Aaron Stern, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on Schedule A


[Signature page to Joinder Agreement]



Schedule A
Name of Trust / Assignor
 
Certificate Number
 
Number of Shares
 
Date of Trust
BURLINGTON TRUST - OREGON
TRUST #103
 
628
 
3,779.000
 
02-01-1980
CARVER TRUST - OREGON TRUST #184
 
629
 
5,146.000
 
02-01-1980
SIGNAL TRUST - WASHINGTON TRUST #96
 
639
 
4,038.000
 
02-01-1980
MILE TRUST - WASHINGTON TRUST #111
 
640
 
3,592.000
 
02-01-1980
SALMON TRUST - WASHINGTON TRUST #154
 
641
 
1,544.000
 
02-01-1980
YELLOW TRUST - WASHINGTON TRUST #155
 
642
 
1,544.000
 
02-01-1980
CHEHALIS TRUST - WASHINGTON TRUST #156
 
643
 
1,544.000
 
02-01-1980
WYNOOCHEE TRUST - WASHINGTON TRUST #157
 
644
 
1,544.000
 
02-01-1980
QUIMALT TRUST - WASHINGTON TRUST #158
 
645
 
1,544.000
 
02-01-1980
QUEETS TRUST - WASHINGTON TRUST #159
 
646
 
1,544.000
 
02-01-1980
WIND TRUST - WASHINGTON TRUST #160
 
647
 
1,561.000
 
02-01-1980
ABERDEEN TRUST - WASHINGTON TRUST #170
 
648
 
1,561.000
 
02-01-1980
HOQUIAM TRUST - WASHINGTON TRUST #171
 
649
 
1,561.000
 
02-01-1980
ZESTY TRUST - WASHINGTON TRUST #172
 
650
 
1,561.000
 
02-01-1980
BELLINGHAM TRUST - WASHINGTON TRUST #173
 
651
 
1,561.000
 
02-01-1980
BLAINE TRUST - WASHINGTON TRUST #174
 
652
 
1,561.000
 
02-01-1980
CHUCKANUT TRUST - WASHINGTON TRUST #175
 
653
 
1,561.000
 
02-01-1980
ANACORTES TRUST - WASHINGTON TRUST #176
 
654
 
1,561.000
 
02-01-1980



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned have been appointed and have consented to serve as co-trustees of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the co-trustees of the Recipient Trusts, the undersigned are executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in their capacity as co-trustees of the Recipient Trusts, adopt the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledge receipt and review of the A/R Global Hyatt Agreement;
2. Join in and agree to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agree not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: November 30, 2012.
/s/ Charles Dobrusin
Charles Dobrusin, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on Schedule A

/s/ Harry Rosenberg
Harry Rosenberg, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on Schedule A


[Signature page to Joinder Agreement]



Schedule A
Name of Trust / Assignor
 
Certificate Number
 
Number of Shares
 
Date of Trust
LASALLE TRUST #50
 
616
 
6,750.000
 
03-15-1966
LASALLE TRUST #55
 
617
 
6,751.000
 
03-15-1966
LASALLE G.C. TRUST #6
 
659
 
155,507.000
 
01-03-1991
DON G.C. TRUST #5
 
655
 
58,254.000
 
01-03-1991
R.A. G.C. TRUST #5
 
656
 
43,639.000
 
01-03-1991
A.N.P. TRUST #22 - JAMES
 
660
 
301,200.000
 
01-01-1989
A.N.P. TRUST #24 - JAMES
 
661
 
305,494.000
 
01-01-1989
A.N.P. TRUST #28 - JAMES
 
662
 
305,495.000
 
01-01-1989
A.N.P. TRUST #30 - JAMES
 
663
 
305,407.000
 
01-01-1989



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned has been appointed and has consented to serve as trustee of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the trustee of the Recipient Trusts, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.


Signature Page Follows]



Dated: November 30, 2012.
/s/ Lewis Linn
Lewis Linn, not individually but solely as trustee of each of the separate and distinct trusts set forth on Schedule A


[Signature page to Joinder Agreement]



Schedule A
Name of Trust / Assignor
 
Certificate Number
 
Number of Shares
 
Date of Trust
LASALLE G.C. TRUST #3
 
658
 
64,941.000
 
01-02-1993



JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned, NICHOLAS J. PRITZKER, has been appointed and has consented to serve as a trustee of the NJP 2012 Annuity Trust (the “Trust”);
WHEREAS, THOMAS J. PRITZKER, MARSHALL E. EISENBERG and KARL J. BREYER, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: June 4, 2012
/s/ Nicholas J. Pritzker
Nicholas J. Pritzker, Trustee



JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, Lewis M. Linn was appointed and is acting as the trustee of TGFJ Trust 1 (the “Trust”) that will be transferring shares to TGFJ H Company LP, a Delaware limited partnership (the “Partnership”); and
WHEREAS, Lewis M. Linn, in his individual capacity, is the Manager of TGFJ GP LLC, a Delaware limited liability company (the “Company”), which is the general partner of the Partnership; and
WHEREAS, the Trust is the sole member of the Company and the sole limited partner of the Partnership; and
WHEREAS, Thomas T. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Partnership of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R. Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the AIR Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 7-24-12
TGFJ H COMPANY LP:
By: TGFJ GP LLC, its General Partner
 
 
By:
/s/ Lewis M. Linn
Name:
Lewis M. Linn

Title:
Manager




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, Lewis M. Linn was appointed and is acting as the trustee of Texas 8-26-22 Trust 2 (the “Trust”) that will be transferring shares to Texas 8-26-22 H Company LP, a Delaware limited partnership (the “Partnership”); and
WHEREAS, Lewis M. Linn, in his individual capacity, is the Manager of 8-26-22 GP LLC, a Delaware limited liability company (the “Company”), which is the general partner of the Partnership; and
WHEREAS, the Trust is the sole member of the Company and the sole limited partner of the Partnership; and
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Partnership of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the AIR Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 7-24 -12
TEXAS 8-26-22 I-I COMPANY LP:
By: 8-26-22 GP LLC, its General Partner
 
 
By:
/s/ Lewis M. Linn
Name:
Lewis M. Linn

Title:
Manager




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, Lewis M. Linn was appointed and is acting as the trustee of Revocable KMP Trust (the “Trust”) that will be transferring shares to RKMP H Company LP, a Delaware limited partnership (the “Partnership”); and
WHEREAS, Lewis M. Linn, in his individual capacity, is the Manager of Julytoon. Investments GP LLC, a Delaware limited liability company (the “Company”), which is the general partner of the Partnership; and
WHEREAS, the Trust is the sole limited partner of the Partnership; and
WHEREAS, Snicky Trust is the sole member of the Company; and
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the AIR Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Partnership of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the AIR Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the AIR Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the AIR Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the AIR Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the AIR Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 7 -24 -12
RKMP H COMPANY LP:
By: Julytoon Investments GP LLC, its General Partner
 
 
By:
/s/ Lewis M. Linn
Name:
Lewis M. Linn

Title:
Manager




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, Lewis M. Linn was appointed and is acting as the trustee of Banana Trust, ZAP Trust, LaDini Trust, Jon Jacob Trust, and Jaybird Trust (the “Trusts”) that will be transferring shares to LCI H Company LP, a Delaware limited partnership (the “Partnership”); and
WHEREAS, Lewis M. Linn, in his individual capacity, is the Manager of Julytoon Investments GP LLC, a Delaware limited liability company (the “Company”), which is the general partner of the Partnership; and
WHEREAS, the Trusts are the limited partners of the Partnership; and
WHEREAS, Snicky Trust is the sole member of the Company; and
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “AIR Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the AIR Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Partnership of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the AIR Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the AIR Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the AIR Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the AIR Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the AIR Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 7-24-12
LCI H COMPANY LP:
 
By: Julytoon Investments GP LLC, its General Partner
 
 
By:
/s/ Lewis M. Linn
Name:
Lewis M. Linn

Title:
Manager




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, Lewis M. Linn was appointed and is acting as the trustee of The Featherman Trust (the “Trust”) that will be transferring shares to Featherman H Company LP, a Delaware limited partnership (the “Partnership”); and
WHEREAS, Lewis M. Linn, in his individual capacity, is the Manager of 8-26-22 GP LLC, a Delaware limited liability company (the “Company”), which is the general partner of the Partnership; and
WHEREAS, the Trust is the sole limited partner of the Partnership; and
WHEREAS, Texas 8-26-22 Trust 2 is the sole member of the Company; and
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Partnership of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the AIR Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 7-24-12
FEATHERMAN H COMPANY LP:
By: 8-26-22 GP LLC, its General Partner
 
 
By:
/s/ Lewis M. Linn
Name:
Lewis M. Linn

Title:
Manager




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, F.L.P. Trust #11 is the sole member of FLP11 HHC, L.L.C., a Delaware limited liability company (the “LLC”), that will be receiving shares of Hyatt Common Stock;
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the LLC of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: December 14, 2012
FLP11 HHC, L.L.C.
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, F.L.P. Trust #14 is the sole member of FLP14 HHC, L.L.C., a Delaware limited liability company (the “LLC”), that will be receiving shares of Hyatt Common Stock;
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the LLC of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: December 14, 2012
FLP14 HHC, L.L.C.
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President





JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, Lewis M. Linn was appointed and is acting as the trustee of the trusts listed on Schedule A attached hereto and made a part hereof (the “Trusts”) that will be transferring shares to BKMP H Company LP, a Delaware limited partnership (the “Partnership”); and
WHEREAS, Lewis M. Linn, in his individual capacity, is the Manager of Julytoon Investments GP LLC, a Delaware limited liability company (the “Company”), which is the general partner of the Partnership; and
WHEREAS, the Trusts are the limited partners of the Partnership; and
WHEREAS, Snicky Trust is the sole member of the Company; and
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “AIR Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the AIR Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the Partnership of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the AIR Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: 7-24-12
BKMP H COMPANY LP:
By: Julytoon Investments GP LLC, its General Partner
 
 
By:
/s/ Lewis M. Linn
Name:
Lewis M. Linn

Title:
Manager




SCHEDULE A
Don Family Trust #3-Nancy
NMP ECI Trust
LaSalle Family Trust #4-Nancy
Clyfford Trust
R.A. Family Trust #3-Nancy Don
Family Trust #3-Zachary LaSalle
Family Trust #4-Zachary
Lipschitz Trust
R.A. Family Trust #3-Zachary
Don Family Trust #3-Cindy
LaSalle Family Trust #4-Cindy
Botticelli Trust
R.A. Family Trust #3-Cindy
Don Family Trust #3-Jon
LaSalle Family Trust #4-Jon
Hockney Trust
R.A. Family Trust #3-Jon
Don Family Trust #3-Jay
LaSalle Family Trust #4-Jay
Stella Trust
R.A. Family Trust #3-Jay



JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, F.L.P. Trust #11M2 is the sole member of T11M2 Investors, L.L.C., a Delaware limited liability company (the “LLC”), that will be receiving shares of Hyatt Common Stock;
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the LLC of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2012
T11M2 Investors, L.L.C.

 
 
By:
/s/ Ronald D. Wray
Name:
Ronald D. Wray

Title:
Vice President




JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, F.L.P. Trust #11M5 is the sole member of T11M5 Investors, L.L.C., a Delaware limited liability company (the “LLC”), that will be receiving shares of Hyatt Common Stock;
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the LLC of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
Dated: August 17, 2012
T11M5 Investors, L.L.C.
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)
WHEREAS, the undersigned has been appointed and has consented to serve as trustee of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the trustee of the Recipient Trusts, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in his capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1. Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2. Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3. Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.


[Signature Page Follows]



Dated: November 30, 2012.
/s/ Marshall E. Eisenberg
Marshall E. Eisenberg, not individually but solely as trustee of each of the separate and distinct trusts set forth on Schedule A


[Signature page to Joinder Agreement]



Schedule A
LaSalle G.C. Trust #2
Moro Trust - ORE #191





JOINDER AGREEMENT
(Amended and Restated Global Hyatt Agreement)
WHEREAS, F.L.P. Trust #19M2 is the sole member of P19M2 Investors II, L.L.C., a Delaware limited liability company (the “LLC”), that will be receiving shares of Hyatt Common Stock;
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, as a condition to receipt by the LLC of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.    Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.    Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.    Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
[Signature Page Follows]






Dated: June 25, 2013
P19M2 Investors II, L.L.C.
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)

WHEREAS, the undersigned has been appointed and has consented to serve as trustee of those trusts listed on Schedule A attached hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the trustee of the Recipient Trusts, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in its capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.    Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.    Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.    Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]





Dated: November 1, 2013
.

Horton Trust Company LLC, not individually but solely as trustee of each of the separate and distinct trusts set forth on Schedule A


By: /s/ John Kevin Poorman
Name: John Kevin Poorman
Title: President







Schedule A

1740 #40FD-D
1740 #40FD-R
1740 #34FD2
T-551-10FD2




JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)

WHEREAS, the undersigned have been appointed and have consented to serve as co-trustees of TJP Revocable Trust (the “Recipient Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with becoming the co-trustees of the Recipient Trust, the undersigned are executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in their capacity as co-trustees of the Recipient Trust, adopt the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.    Acknowledge receipt and review of the A/R Global Hyatt Agreement;
2.    Join in and agree to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.    Agree not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]




Dated: December 31, 2013
            
/s/ Thomas J. Pritzker
Thomas J. Pritzker, not individually but solely as co-trustee of TJP Revocable Trust

/s/ Marshall E. Eisenberg
Marshall E. Eisenberg, not individually but solely as co-trustee of TJP Revocable Trust

                    





JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)

WHEREAS, the undersigned has been appointed and has consented to serve as trustee of Penny Pritzker Revocable Trust (the “Recipient Trust”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trust of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in her capacity as trustee of the Recipient Trust, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.    Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.    Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.    Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]











|



Dated: January 1, 2015

/s/ Penny Pritzker                
Penny Pritzker, not individually but solely as trustee of Penny Pritzker Revocable Trust






JOINDER OF TRUSTEE
(Amended and Restated Global Hyatt Agreement)

WHEREAS, the undersigned has been appointed and has consented to serve as trustee of the trusts set forth on Schedule A hereto (the “Recipient Trusts”);
WHEREAS, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees, and certain others entered into that certain Amended and Restated Global Hyatt Agreement, dated October 1, 2009 (as the same may be amended from time to time, the “A/R Global Hyatt Agreement”) (capitalized terms used but not defined herein shall have the meanings set forth in the A/R Global Hyatt Agreement); and
WHEREAS, in connection with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, the undersigned is executing and delivering this Joinder of Trustee.
NOW, THEREFORE, the undersigned, in its capacity as trustee of the Recipient Trusts, adopts the foregoing recitals and, for the benefit of all parties to the A/R Global Hyatt Agreement, hereby:
1.    Acknowledges receipt and review of the A/R Global Hyatt Agreement;
2.    Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
3.    Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.

[Signature Page Follows]



Dated: January 1, 2015

Horton Trust Company LLC, solely as trustee of the Recipient Trusts

By: /s/ Ronald D. Wray            
Name: Ronald D. Wray
Title:
Chief Operating Officer of Horton Trust Company LLC


EX-99.2 10 a123114exhibit992.htm AMENDED AND RESTATED FOREIGN GLOBAL HYATT AGREEMENT 12.31.14 Exhibit 99.2
Exhibit 99.2

EXECUTION COPY

AMENDED AND RESTATED FOREIGN GLOBAL HYATT AGREEMENT

Amended and Restated Foreign Global Hyatt Agreement (this “Agreement”), dated as of October 1, 2009, by and among each of the signatories hereto (each, an “Adult Beneficiary” and, collectively, the “Adult Beneficiaries”). Each beneficiary of a Hyatt Owning Trust who attains the age of 18 following the date hereof and executes a Joinder shall also be deemed to be an “Adult Beneficiary” for purposes of this Agreement.

WHEREAS, the Adult Beneficiaries are party to the Foreign Global Hyatt Agreement dated as of March 12, 2008 (the “Original Agreement”) and have determined that it is in their collective best interests to amend and restate the Original Agreement in its entirety;

WHEREAS, the Trustee is the trustee of each of the non-United States situs trusts for the benefit of descendants of Nicholas J. Pritzker, deceased, identified on Exhibit A hereto (collectively, the “Hyatt Owning Trusts”);

WHEREAS, the Adult Beneficiaries are current and/or contingent beneficiaries of the Hyatt Owning Trusts who have reached the age of eighteen years;

WHEREAS, the Hyatt Owning Trusts are indirect owners of common equity interests in Hyatt Hotels Corporation, a Delaware corporation (“Hyatt”);
WHEREAS, in the context of the creation of liquidity, the Adult Beneficiaries have determined that it would be in their collective best interests if the Trustee caused an overall business plan to be effectuated with respect to the Hyatt Owning Trusts’ interests in Hyatt and, accordingly, desire that the Trustee seek to cause the creation of a liquid market for the common equity securities in Hyatt through an initial public offering of the common stock (“Hyatt Common Stock”) of Hyatt registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and anticipated to be listed on the New York Stock Exchange (the “IPO”);
    
WHEREAS, the Board of Directors and stockholders of Hyatt have approved an Amended and Restated Certificate of Incorporation (the “A/R COI”), which will become effective prior to the consummation of the IPO and provides, among other things, for the authorization of, and the reclassification of issued and outstanding shares of common stock of Hyatt into Class A common stock entitled to one vote per share (“Class A Common Stock”) and Class B common stock entitled to ten votes per share (“Class B Common Stock”) as specified in the A/R COI;

WHEREAS, it is anticipated that in connection with the IPO, the Class A Common Stock will be registered under the Exchange Act and listed on the New York Stock Exchange and shall constitute Hyatt Common Stock for all purposes hereunder; and

WHEREAS, in order to facilitate the consummation of the IPO, the Adult Beneficiaries find it to be in the best interests of all of the parties hereto to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt, adequacy and sufficiency of




which are hereby acknowledged, the parties, intending legally to be bound, hereby agree to amend and restate the Original Agreement as follows:

ARTICLE I
Term of Agreement

Section 1.1 Effective Time. This Agreement and the obligations of the parties hereto shall become effective for all purposes and respects as of the time the registration statement with respect to the IPO is declared effective by the Securities and Exchange Commission (the “Effective Time”); provided, that, if the IPO is not consummated within ten business days of the Effective Time, this Agreement shall automatically terminate and be deemed never to have had any force or effect.

ARTICLE II
Representations and Warranties
 
Section 2.1 Representations and Warranties. Each of the parties signatory hereto hereby represents and warrants to each other party signatory hereto as follows:

(a) Such party has the full power, right and legal capacity to enter into this Agreement and to perform, observe and comply with all of such party’s agreements and obligations hereunder.

(b) This Agreement has been duly and validly executed by such party and, upon delivery thereof by such party, will constitute a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms.

(c) The execution, delivery and performance of this Agreement by such party in compliance with the terms and provisions hereof will not, to the best of such party’s knowledge, conflict with, result in a breach of, or constitute a violation or default of or give any third party the right to terminate, accelerate or modify any obligation under, (i) any material agreement or other document or instrument to which such party is bound or affected or (ii) any law, statute, rule, regulation, ordinance, writ, order or judgment to which such party is bound or affected.

(d) Except as otherwise provided in or contemplated by this Agreement and except for any consent, approval, authorization, order, registration, qualification or notice required by gaming or other regulatory authorities, no consent, approval, authorization or order of, or registration or qualification with, or notice to any governmental authority or other Person is required by such party to enter into this Agreement.

ARTICLE III
Voting Agreement; Disposition of Securities

Section 3.1 IPO. At the Effective Time, and provided that Hyatt Common Stock continues to be Public, the beneficiaries of the Hyatt Owning Trusts shall (and agree that the Pritzkers shall and desire that the Trustee shall) act in accordance with the following provisions
 




as to any shares of Hyatt Common Stock that the Pritzkers directly or indirectly own (and the Adult Beneficiaries shall inform the Trustee thereof):

(a) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Domestic Pritzkers, all Pritzkers and Domestic Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Domestic Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein.

(b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned directly or indirectly by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure.

(c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Domestic Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Domestic Pritzkers who purchase directly from other Pritzkers or Domestic Pritzkers) or by, or following, foreclosures as aforesaid, will vote (or cause to be voted) all of the voting securities of Hyatt (and successor Companies) held directly or indirectly by them consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicable.

(d) After the Trustee has notified the Current Adult Beneficiaries of its intention to distribute Hyatt Common Stock and has commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Adult Beneficiaries hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries for the Trustee to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall inform the Trustee that it is the

 




Adult Beneficiaries’ desire that the Trustee distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.
ARTICLE IV
Arbitration
 
Section 4.1 Scope of Arbitration.

(a) Except as otherwise expressly provided in this Agreement, disputes between or among any of the parties hereto, and/or disputes between or among any of the parties hereto and any Person who has executed a Joinder (to the extent any such disputes among the parties and/or among the parties and Persons who executed Joinders relate directly to the subject matter of this Agreement), shall be determined solely and exclusively by arbitration in accordance with this Article IV, which shall be broadly construed in favor of arbitrability of all such disputes.

(b) In any arbitration, this Agreement and all other documentation determined by the Arbitrator to be relevant shall be admissible in evidence. In deciding any issue submitted to arbitration, the Arbitrator (as defined below) shall consider the rights, powers and obligations of the Trustee (or its predecessor) in light of this Agreement, the relevant trust instruments, the laws specified in Section 6.5 and the laws of the place of arbitration to the extent necessary to render the arbitral award valid and enforceable.

Section 4.2 Rules; Location.

(a) Except as otherwise provided herein, the Commercial Arbitration Rules of the American Arbitration Association in effect as of the Effective Time shall govern any arbitration hereunder, but such arbitration shall not be conducted under the auspices of the American Arbitration Association.

(b) All arbitrations shall be held in such place outside the United States as the Arbitrator selects after giving due regard to (i) the parties’ desire to maintain, to the maximum extent possible, the confidentiality of all arbitration proceedings commenced hereunder, all demands, pleadings, briefs or other documents relating to such proceedings and any decisions or awards of the Arbitrator and (ii) the ability of a court with jurisdiction over the parties to compel arbitration in such place and enforce any award resulting therefrom.

Section 4.3 Arbitrator.

(a) All arbitrations will be before a single arbitrator (the “Arbitrator”), who shall be the arbitrator selected pursuant to
Section 4.3 of the Domestic Global Hyatt Agreement.

(b) All parties to this Agreement and their counsel, Joined Agents and other representatives will refrain from all ex parte contacts with the Arbitrator.

Section 4.4 Demand for and Action to Compel Arbitration.






(a) To demand arbitration hereunder, the party seeking arbitration shall be required to deliver written notice to the Arbitrator (when and if available) and all parties in respect of whom arbitration is sought, specifying in reasonable detail the issue or issues to be arbitrated. Upon receipt of such notice, the Arbitrator shall commence, conduct and conclude all proceedings within a reasonable time. Notwithstanding anything to the contrary contained in this Agreement, no party may demand arbitration subsequent to the date that is ninety (90) days following the date upon which the voting agreement set forth in Article III hereof expires by its terms.

(b) Nothing herein shall be deemed to impair the right of any party to seek an order of any court of competent jurisdiction compelling arbitration or in aid of the jurisdiction of the Arbitrator.

Section 4.5 Confidentiality.

(a) Except as may be required by applicable law and for communications among the parties to this Agreement and their respective counsel (and Persons retained by counsel for the purpose of assisting in any proceeding, who shall agree to be bound by a reasonable confidentiality agreement), all arbitration proceedings commenced hereunder, and all demands, pleadings, briefs or other documents relating to such proceedings, as well as any decisions or awards of the Arbitrator (except insofar as may be necessary to obtain judicial confirmation and/or enforcement of such decision or award), shall be completely and permanently confidential and shall not be communicated to third parties, and the Arbitrator will so order.

(b) Any party initiating judicial proceedings to compel arbitration or to confirm an award of the Arbitrator shall in good faith seek an order providing for the filing of all pleadings and arbitration documents under seal and all of the parties shall agree thereto.

(c) No tape or electronic recording or transcripts of arbitration proceedings shall be retained by any party after the completion of the arbitration proceeding; provided, however, that the Arbitrator (and any successor Arbitrators) may retain such records as he deems useful to the discharge of his duties hereunder and the Arbitrator may make any recordings or transcripts available upon request of a party to a subsequent arbitration pursuant to this Article (and solely for use in such subsequent arbitration) at his discretion and upon terms and conditions the Arbitrator deems appropriate.

Section 4.6 Discovery and Conduct of Hearing.

(a) The parties to any arbitration hereunder shall be entitled to such pre-hearing discovery, if any, as may be determined by the Arbitrator.

(b) In conducting the arbitration, the Arbitrator may act in summary fashion, upon submission of papers, or in plenary fashion, in his discretion.

Section 4.7 Form of Award; Remedies; Confirmation.






(a) An award of the Arbitrator shall be in writing and signed by him, shall not include findings of fact, conclusions of law, or other matters of opinion, shall state as briefly as possible the determination of the issue or issues submitted; provided, however, that the Arbitrator may make findings of fact and/or conclusions of law if and to the extent necessary to render the award valid and enforceable. The Arbitrator’s award shall be final and binding on the parties to this Agreement in all respects and for all purposes (without any right of appeal).

(b) Except as may otherwise be provided herein, the Arbitrator shall be authorized to award any form of relief as may be appropriate, consistent with the Commercial Arbitration Rules of the American Arbitration Association, including immediate, interim and/or final equitable relief, compensatory damages, fees, costs and expenses of the arbitration proceeding and non-monetary sanctions (but not Consequential Damages, punitive damages, exemplary damages or multiple damages).

(c) A party to an arbitration shall have the right to petition a court of competent jurisdiction for an order confirming the Arbitrator’s award.

Section 4.8 Certain Arbitrations. The exclusive requirement to arbitrate hereunder shall not apply with respect to the manner in which Hyatt’s operations are conducted to the extent the parties (in their capacities as shareholders) and non-Pritzker public shareholders are affected comparably; provided, however, that a party may participate in and benefit from any shareholder litigation initiated by a non-party. A party may not solicit others to initiate or be a named plaintiff in such litigation, (i) unless two thirds of the Independent directors of a board of directors having at least three Independent directors do not vote in favor of the matter that is the subject of the litigation or (ii), in the case of affiliated transactions reviewed by Hyatt’s board of directors, unless at least one Independent director did not approve the transaction.

 
ARTICLE V
Definitions
 
Section 5.1 Certain Defined Terms. For purposes of this Agreement the following terms and phrases shall have the following meanings:

Affiliate” means any Person who directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person (the term “control” for these purposes meaning the ability, whether by ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to act as or select the managing or general partner of a partnership, manager or managing member of a limited liability company, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over a Person).

Beneficiary Group” means each Current Adult Beneficiary and his/her lineal descendants and current spouse, if relevant.
 




Company” means a corporation, partnership, limited liability company, association, group (as defined in Section 13(d) of the Exchange Act), proprietorship, Delaware business or similar trust or other non-corporate organization.
Consequential Damages” means such damages as do not flow directly and immediately from the act of a party, but which arise from intervention of special circumstances not ordinarily predictable (for greater certainty, “Consequential Damages” do not include general and special, actual or compensatory damages as will compensate an injured party for the injury sustained (and nothing more)).

Current Adult Beneficiaries” means the individuals identified on Exhibit B hereto.
 
Domestic Global Hyatt Agreement” means that certain Amended and Restated Global Hyatt Agreement, dated as of October 1, 2009, by, between and among Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as co-trustees of the Domestic Hyatt Owning Trusts, and the Adult Beneficiaries related to the Domestic Hyatt Owning Trusts’ interests in Hyatt, as the same may be amended from time to time.
 
Domestic Hyatt Owning Trusts” has the meaning of the term “Hyatt Owning Trusts” under the Domestic Global Hyatt Agreement.
 
Domestic Pritzkers” has the meaning of the term “Pritzkers” under the Domestic Global Hyatt Agreement.
 
FD Stock” means the fully diluted shares of Hyatt Common Stock calculated with reference to the securities included in determining “Diluted EPS” in accordance with Statement of Financial Accounting Standards 128 for the purposes of US GAAP as in effect on June 30, 2009.
 
Independent” means an individual who satisfies the criteria set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual as in effect at the Effective Time and is not a lineal descendant of Nicholas J. Pritzker (deceased).
 
Joinder” means an instrument pursuant to which the signatory thereto becomes a party to this Agreement and assumes obligations hereunder.

Joined Agent” means an agent or representative of an Adult Beneficiary who has executed and delivered a Joinder agreeing to be bound by Article IV; provided, however, that counsel to each of the Adult Beneficiaries shall be deemed to be a Joined Agent hereunder whether or not such counsel has executed and delivered a Joinder.
 
Person” means an individual, Company and/or governmental authority.
 
Pritzkers” means the Pritzker family members, who are the lineal descendants of Nicholas J. Pritzker, deceased, and spouses, any trusts for the current or future, direct or indirect, vested or contingent, benefit of any of the foregoing the situs of which is outside the United States and/or Affiliates of any thereof.





 
Public”, when referring to Hyatt Common Stock, means such Hyatt Common Stock is registered pursuant to Section 12 of the Exchange Act.

Trustee” means CIBC Trust Company (Bahamas) Limited, in its capacity as trustee of the Hyatt Owning Trusts and any successor thereto.

ARTICLE VI
Miscellaneous

Section 6.1 Interpretation. The headings and captions preceding the text of Articles and Sections included in this Agreement and the headings and captions to Exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement and shall be deemed to include each other gender, and the singular shall include the plural and vice versa, as the context may require. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. References to any “Article”, “Section” or “Exhibit” shall refer to an Article or Section of, or an Exhibit to, this Agreement, as the same may be amended, modified, supplemented or restated from time to time in accordance with this Agreement or any other document or instrument of even date herewith. All references to the discretion of the Trustee shall mean the sole and absolute discretion of the Trustee. Any act by any agent of the Trustee shall be deemed to be the act of the Trustee. Upon the death or incapacity of a Current Adult Beneficiary, the vote, designation right, consent and/or agreement of such Current Adult Beneficiary may be assigned, by will or other similar instrument, to any Person, including to another Current Adult Beneficiary (it being agreed that in the absence of such assignment, such vote, designation right, consent and/or agreement shall inure per stirpes to the benefit of the issue of such Current Adult Beneficiary; provided, however, that the descendants of a Current Adult Beneficiary who have attained the age of 18 shall share equally a proxy for the voting interest of all other minor descendants of said Current Adult Beneficiary, and if all issue of said Current Adult Beneficiary shall be under the age of 18 the surviving parent of said issue shall enjoy such vote, designation right, consent and/or agreement power until any of said issue attain the age of 18).

Section 6.2 Support of Contemplated Transactions. Without limiting the right of the parties to commence an arbitration pursuant to Article IV, each of the parties will cooperate with each other party in all reasonable respects and act reasonably and in good faith in effectuating this Agreement (and no party shall provide any instruction, statement of desires or the like to the Trustee that is inconsistent with this Agreement). Each party will employ the dispute resolution provisions of Article IV only in connection with a bona fide dispute, controversy, claim or other issue concerning a substantial matter that is subject to such dispute resolution provisions.

Section 6.3 Consent of Adult Beneficiaries. Each of the Adult Beneficiaries hereby consents to the actions of the Trustee contemplated by this Agreement.

Section 6.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original and shall become effective

 




when one or more counterparts have been signed by each party hereto and delivered to the other parties.
 
Section 6.5 Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND EACH OF THE EXHIBITS TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE (BUT ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF ANY RELEVANT TRUST INSTRUMENTS, THE DUTIES AND POWERS OF THE TRUSTEE OR THE RIGHTS OF THE BENEFICIARIES WITH RESPECT TO THE HYATT OWNING TRUSTS SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF). SUBJECT TO COMPLIANCE WITH ARTICLE IV, AS APPLICABLE, EACH OF THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF, AND CONSENTS TO VENUE IN, THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS FOR ALL PURPOSES HEREUNDER.

Section 6.6 Further Assurances. Each of the parties hereto will, without additional consideration, execute and deliver such further instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement.

Section 6.7 Incorporation of Recitals. The preamble and recitals to this Agreement are hereby incorporated in this Agreement, and, by this reference, made a part hereof.

Section 6.8 No Presumption Against Drafter. Each of the parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event there arises any ambiguity or question or intent or interpretation with respect to this Agreement, this Agreement shall be construed as if drafted jointly by all of the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.

Section 6.9 Parties in Interest. This Agreement is solely for the benefit of the parties hereto and no other Persons shall be third party beneficiaries of this Agreement.
 
Section 6.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, and successors, and each trustee of any other currently existing or hereinafter to be formed trust for the current or future, direct or indirect, vested or contingent, benefit of a beneficiary of a Hyatt Owning Trust that is the direct or indirect holder of Hyatt Common Stock. Except as provided in the last sentence of Section 6.1 hereof, no party may assign his rights or obligations under this Agreement.


 




Section 6.11 Severability. If any term or provision of this Agreement shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, shall not be affected thereby and this Agreement shall be deemed severable and shall be enforced otherwise to the full extent permitted by law; provided, however, that such enforcement does not deprive any party hereto of the benefit of the bargain.

Section 6.12 Amendment and Waiver. This Agreement may not be amended, modified, supplemented or restated except by written agreement of (a) 75% of the Current Adult Beneficiaries and (b) a majority of the Adult Beneficiaries (other than the Current Adult Beneficiaries) at the time any such amendment, modification, supplement or restatement is sought, it being agreed that any of the foregoing individuals may consent or refuse to consent to the amendment, modification or supplementation of this Agreement in such individual’s sole and absolute discretion. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.13 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and received if delivered personally (including delivery by courier service), transmitted by telegram or facsimile transmission, or mailed by registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses set forth on Exhibit C, or to such other address as the party to whom notice is to be given may have previously furnished to the other parties in writing in accordance herewith. Notice shall be deemed given on the date received (or, if receipt thereof is refused, on the date of such refusal).

[Signature Pages to Follow]





 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of October 1, 2009.

ADULT BENEFICIARIES:
/s/ Nicholas J. Pritzker
Nicholas J. Pritzker
/s/ Thomas J. Pritzker
Thomas J. Pritzker
/s/ James N. Pritzker
James N. Pritzker
/s/ John A. Pritzker
John A. Pritzker
/s/ Linda Pritzker
Linda Pritzker
/s/ Karen L. Pritzker
Karen L. Pritzker
/s/ Penny Pritzker
Penny Pritzker
/s/ Anthony N. Pritzker
Anthony N. Pritzker
/s/ Gigi Pritzker Pucker
Gigi Pritzker Pucker
/s/ Jay Robert Pritzker
Jay Robert Pritzker


 
[Signature Page to Amended and Restated Foreign Global Hyatt Agreement]



/s/ Joseph B. Pritzker
Joseph B. Pritzker
/s/ Regan Pritzker
Regan Pritzker
/s/ Rachel Pritzker Hunter
Rachel Pritzker Hunter
/s/ Roland Bacon Pritzker
Roland Bacon Pritzker
/s/ Jason N. Pritzker
Jason N. Pritzker
/s/ Benjamin T. Pritzker
Benjamin T. Pritzker
/s/ Rosemary Pritzker
Rosemary Pritzker
/s/ Tal Hava Pritzker
Tal Hava Pritzker
/s/ Jacob N. Pritzker
Jacob N. Pritzker
/s/ David T. Pritzker
David T. Pritzker
/s/ Allison Pritzker Schwartz
Allison Pritzker Schwartz
/s/ Adam Pritzker
Adam Pritzker
/s/ Isaac Pritzker
Isaac Pritzker

[Signature Page to Amended and Restated Foreign Global Hyatt Agreement]




/s/ Noah Pritzker
Noah Pritzker
/s/ Dana Jean
Dana Jean Pritzker Schwartz
/s/ Donald Pritzker Traubert
Donald Pritzker Traubert
 
[Signature Page to Amended and Restated Foreign Global Hyatt Agreement]





Exhibit A
HYATT OWNING TRUSTS
Settlement T-551-1
Settlement T-551-2
Settlement T-551-3
Settlement T-551-4
Settlement T-551-5
Settlement T-551-6
Settlement T-551-7
Settlement T-551-10
Settlement T-551-11
Settlement T-551-12
Settlement 1740 Trust #14
Settlement 1740 Trust #15
RP 1740 #17 Apex Trust
Settlement 1740 Trust #22
Settlement 1740 Trust #23
Settlement 1740 Trust #24
Settlement 1740 Trust #25
Settlement 1740 Trust #26A
Settlement 1740 Trust #26B
Settlement 1740 Trust #26C
Settlement 1740 Trust #26D
Settlement 1740 Trust #27
Settlement 1740 Trust #28
Settlement 1740 Trust #29
Settlement 1740 Trust #30
Settlement 1740 Trust #31
Settlement 1740 Trust #32
Settlement 1740 Trust #33
Settlement 1740 Trust #34
Settlement 1740 Trust #35
Settlement 1740 Trust #36
Settlement 1740 Trust #37
Settlement 1740 Trust #38
Settlement 1740 Trust #39
Settlement 1740 Trust #40
Settlement T-2043



Settlement T-577
Settlement T-2390-A
Settlement T-2390-B
Settlement T-2390-C






 


Exhibit B

CURRENT ADULT BENEFICIARIES
 
Nicholas J. Pritzker
Thomas J. Pritzker
James N. Pritzker
John A. Pritzker
Linda Pritzker
Karen L. Pritzker
Penny Pritzker
Daniel F. Pritzker
Anthony N. Pritzker
Gigi Pritzker Pucker
Jay Robert Pritzker






 


Exhibit C
NOTICES
Adult Beneficiaries:
 
Mr. Adam Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Allison Pritzker Schwartz
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)





Mr. Anthony N. Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Mr. Benjamin T. Pritzker
c/o Mr. Joel S. Rothman
Rothman Law Group
135 S. LaSalle Street
Suite 2810
Chicago, IL 60603
(312) 578-0900 (Telephone)
(312) 578-0905 (Facsimile)
 
Ms. Dana Jean Pritzker Schwartz
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Mr. Daniel F. Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
and
 
Mr. Daniel F. Pritzker
c/o Timmons Advisors, LLC
3555 Timmons Lane
Suite 800
Houston, TX 77027
(713) 961-1600 (Telephone)
(713) 623-2317 (Facsimile)






Mr. David T. Pritzker
 c/o Mr. Joel S. Rothman
Rothman Law Group
135 S. LaSalle Street
Suite 2810
Chicago, IL 60603
(312) 578-0900 (Telephone)
(312) 578-0905 (Facsimile)
 
Mr. Donald P. Traubert
c/o Mr. J. Kevin Poorman
Pritzker Realty Group LP
71 S. Wacker Drive
47th Floor
Chicago, IL 60606
(312) 873-4802 (Telephone)
(312) 873-4891 (Facsimile)
 
Ms. Gigi Pritzker Pucker
c/o Ms. Karen MacKay
Burke Warren MacKay & Serritella PC
330 N. Wabash Avenue
22nd Floor
Chicago, IL 60611-3607
(312) 840-7009 (Telephone)
(312) 840-7900 (Facsimile)
 
Mr. Isaac Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)
 
Mr. Jacob N. Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)

  






Mr. James N. Pritzker
c/o Mr. Charles E. Dobrusin
Charles E. Dobrusin & Associates, Ltd.
104 S. Michigan Avenue
Suite 900
Chicago, IL 60603-5906
(312) 436-1202 (Telephone)
(312) 436-1201 (Facsimile)
 
and
 
Mr. James N. Pritzker
c/o Mr. Harry B. Rosenberg
Reed Smith Sachnoff & Weaver
10 South Wacker Drive
40th Floor
Chicago, IL 60606-7507
(312) 207-1000 (Telephone)
(312) 207-6400 (Facsimile)
 
Mr. Jason N. Pritzker
c/o Mr. Joel S. Rothman
Rothman Law Group
135 S. LaSalle Street
Suite 2810
Chicago, IL 60603
(312) 578-0900 (Telephone)
(312) 578-0905 (Facsimile)
 
Mr. Jay Robert Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 






Mr. John A. Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Mr. Joseph B. Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)
 
Ms. Karen L. Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Ms. Linda Pritzker
c/o Mr. Ivan Deutsch
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-3750 (Telephone)
(212) 558-3588 (Facsimile)
 
Ms. Nancy Marie Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)

 




Mr. Nicholas J. Pritzker
c/o Mr. Marshall Eisenberg
Neal Gerber & Eisenberg LLP
Two North LaSalle St.
Suite 2200
Chicago, IL 60602
(312) 269-8020 (Telephone)
(312) 269-0260 (Facsimile)
 
Mr. Noah Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Penny Pritzker
c/o Mr. J. Kevin Poorman
Pritzker Realty Group LP
71 S. Wacker Drive
47th Floor
Chicago, IL 60606
(312) 873-4802 (Telephone)
(312) 873-4891 (Facsimile)
 
Ms. Rachel Pritzker Hunter
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Regan Pritzker
c/o Mr. Thomas Dykstra
N Pritzker Capital Management, LLC
10 S. Wacker Dr.
Suite 1860
Chicago, IL 60606
(312) 896-1717 (Telephone)
(312) 896-1720 (Facsimile)







Mr. Roland Pritzker
 c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Rosemary Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)
 
Ms. Tal Hava Pritzker
c/o Mr. Charles E. Dobrusin
Charles E. Dobrusin & Associates, Ltd.
104 S. Michigan Avenue
Suite 900
Chicago, IL 60603-5906
(312) 436-1202 (Telephone)
(312) 436-1201 (Facsimile)
 
Mr. Thomas J. Pritzker
 c/o Mr. Marshall Eisenberg
Neal Gerber & Eisenberg LLP
Two North LaSalle St.
Suite 2200
Chicago, IL 60602
(312) 269-8020 (Telephone)
(312) 269-0260 (Facsimile)
 
Mr. Zachary Pritzker
c/o Mr. Eric D. Brandfonbrener
Perkins Coie, LLP
131 S. Dearborn St.
Suite 1700
Chicago, IL 60603
(312) 324-8602 (Telephone)
(312) 324-9602 (Facsimile)







                    



 


ACKNOWLEDGEMENT AND JOINDER (Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used by not otherwise defined have the meaning ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited, solely in its capacity as Trustee (the “Trustee”) of the trusts listed on Annex A attached hereto (the “Trusts”), is the 94.073849% owner of IHE, INC., a Bahamian International Business Company (“IHE”).

4.     IHE is the sole shareholder of each of Luxury Lodging, Inc., a Bahamian International Business Company (“LLI”), Hospitality Hotels, Inc., a Bahamian International Business Company (“HHI”) and WW Hotels, Inc., a Bahamian International Business Company (“WWH”).

5.     Pursuant to the Foreign GH Agreement, the Adult Beneficiaries have advised the Trustee of their desire that the Trustee act in accordance with the provisions of Section 3.1 of the Foreign GH Agreement.

6.     The Trustee acknowledges the terms of the Foreign GH Agreement and the desires of the Adult Beneficiaries as expressed therein.

7.     The Trustee has determined that it is in the best interests of the beneficiaries of the Trusts that the Trustee ensure that the desires of the Adult Beneficiaries as expressed in the Foreign GH Agreement are implemented.

8.     Based on the determination described in Section 7 above, the Trustee hereby joins and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof.

9.     The Trustee has advised the Board of Directors of IHE that the Trustee has joined and agreed to be bound by the Foreign GH Agreement, and has requested that IHE join and agree to be bound by the Foreign GH Agreement.

10.     Based on the request of the Trustee described in Section 9 above, IHE hereby joins and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof.

11.     IHE has advised the Boards of Directors of each of LLI, HHI and WWH that IHE has joined and agreed to be bound by the Foreign GH Agreement, and has requested that each of LLI, HHI and WWH join and agree to be bound by the Foreign GH Agreement.





 
12.     Based on the request of IHE described in Section 11 above, each of LLI, HHI and WWH hereby joins and agrees to be bound by the Foreign GH Agreement from and after the date hereof.

13.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

14.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT AND THE ANNEX HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

15.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

16.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]







IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of October 19, 2009.


CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of each of the separate and distinct trusts listed on
Annex A attached hereto
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer

 

IHE, INC., a Bahamian International Business Company
By: /s/ Michelle Gibson
Name: Commerce Services Limited
Title: Director
By: /s/ Carlis E. Chisholm
Name: Corporate Associates Limited
Title: Director







LUXURY LODGING, INC., a Bahamian International Business Company
 
By: /s/ Michelle Gibson
Name: Commerce Services Limited
Title: Director
By: /s/ Carlis E. Chisholm
Name: Corporate Associates Limited
Title: Director
  

HOSPITALITY HOTELS, INC., a Bahamian International Business Company
By: /s/ Michelle Gibson
Name: Commerce Services Limited
Title: Director
By: /s/ Carlis E. Chisholm
Name: Corporate Associates Limited
Title: Director

WW HOTELS, INC., a Bahamian International Business Company
By: /s/ Michelle Gibson
Name: Commerce Services Limited
Title: Director
By: /s/ Carlis E. Chisholm
Name: Corporate Associates Limited
Title: Director





ANNEX A

CIBC Trust Company (Bahamas) Limited, not individually but solely as Trustee of the following Trusts:
  

Settlement 1740 Trust #14
Settlement 1740 Trust #15
RP 1740 #17 Apex Trust
Settlement 1740 Trust #22
Settlement 1740 Trust #23
Settlement 1740 Trust #24
Settlement 1740 Trust #25
Settlement 1740 Trust #26A
Settlement 1740 Trust #26B
Settlement 1740 Trust #26C
Settlement 1740 Trust #26D
Settlement 1740 Trust #27
Settlement 1740 Trust #28
Settlement 1740 Trust #29
Settlement 1740 Trust #30
Settlement 1740 Trust #31
Settlement 1740 Trust #32
Settlement 1740 Trust #33
Settlement 1740 Trust #34
Settlement 1740 Trust #35
Settlement 1740 Trust #36
Settlement 1740 Trust #37
Settlement 1740 Trust #38
Settlement T-551-1
Settlement T-551-2
Settlement T-551-3
Settlement T-551-4
Settlement T-551-5
Settlement T-551-6
Settlement T-551-7
Settlement T-551-10
Settlement T-551-11
Settlement T-551-12
Settlement T-577
Settlement 1740 Trust #39
Settlement 1740 Trust #40
Settlement T-2043
Settlement T-2390-A
Settlement T-2390-B
Settlement T-2390-C
 






ACKNOWLEDGEMENT AND JOINDER (Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement 1740 Trust #13 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Richard S. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Schevon Miller
Name: Schevon Miller
Title: Manager, Private Banking






 
 

ACKNOWLEDGEMENT AND JOINDER (Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement 1740 Trust #18 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Richard S. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
 
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Schevon Miller
Name: Schevon Miller
Title: Manager, Private Banking






 
 
ACKNOWLEDGEMENT AND JOINDER BY BOMBAY HOTEL CORPORATION (Amended and Restated Foreign Global Hyatt Agreement)
1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
 
3CIBC Trust Company (Bahamas) Limited, solely in its capacity as Trustee (the “Trustee”) of the trusts listed on Annex A attached hereto (the “Trusts”), is the 100% owner of Bombay Hotel Corporation, a Cayman Islands corporation (“Bombay”).
 
4Pursuant to the Foreign GH Agreement, the Adult Beneficiaries that are beneficiaries of the Trusts have advised the Trustee of their desire that the Trustee act in accordance with the provisions of Section 3.1 of the Foreign GH Agreement and, pursuant to that certain Acknowledgement and Joinder dated October 19, 2009, the Trustee, as trustee of the Trusts, has joined in and agreed to be bound by the terms of the Foreign GH Agreement.
 
5The Trustee has advised the Board of Directors of Bombay that the Trustee, as Trustee of the Trusts, has joined in and agreed to be bound by the Foreign GH Agreement, and has requested that Bombay join in and agree to be bound by the Foreign GH Agreement as provided herein.
 
6Based on the request of the Trustee described in Section 5 above, Bombay hereby joins in and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof. Bombay further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
 
7This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
 
8ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.







 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

BOMBAY HOTEL CORPORATION, a Cayman Islands corporation
By: /s/ Wendy Bush
Name: Commerce Advisory Services Limited
Title: Secretary








 

ANNEX

CIBC Trust Company (Bahamas) Limited, not individually but solely as trustee of the following Trusts:
 
Settlement T-2390-A
Settlement T-2390-B
Settlement T-2390-C








ACKNOWLEDGEMENT AND JOINDER BY CPC, INC. (Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited, solely in its capacity as Trustee (the “Trustee”) of the trusts listed on Annex A attached hereto (the “Trusts”), is the 100% owner of CPC, Inc., a Bahamian International Business Company (“CPC”).

4.     Pursuant to the Foreign GH Agreement, the Adult Beneficiaries that are beneficiaries of the Trusts have advised the Trustee of their desire that the Trustee act in accordance with the provisions of Section 3.1 of the Foreign GH Agreement and, pursuant to that certain Acknowledgement and Joinder dated October 19, 2009, the Trustee, as trustee of the Trusts, has joined in and agreed to be bound by the terms of the Foreign GH Agreement.

5.     The Trustee has advised the Board of Directors of CPC that the Trustee, as Trustee of the Trusts, has joined in and agreed to be bound by the Foreign GH Agreement, and has requested that CPC join in and agree to be bound by the Foreign GH Agreement as provided herein.
 
6.     Based on the request of the Trustee described in Section 5 above, CPC hereby joins in and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof. CPC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
 
8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
 







9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
 
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CPC, INC., a Bahamian International Business Company
By: /s/ Schevon Miller
Name: Commerce Services Limited
Title: Director
By: /s/ Carlis E. Chisholm
Name: Corporate Associates Limited
Title: Director






ANNEX A
CIBC Trust Company (Bahamas) Limited, not individually but solely as trustee of the following Trusts:

Settlement T-2390-A
Settlement T-2390-B
Settlement T-2390-C








ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-2113AFD (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jason N. Pritzker, Benjamin T. Pritzker and David T. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer








ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-551-1FD (the “Trust”).

4.     The Trust was heretofore established for the benefit of Thomas J. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer








ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of 1740 Trust #27FD (the “Trust”).

4.     The Trust was heretofore established for the benefit of Thomas J. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of 1740 #37FD (the “Trust”).

4.     The Trust was heretofore established for the benefit of Rose Pritzker Traubert, currently a minor, and Donald Pritzker Traubert.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of 1740 #34FD2 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Penny Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer

 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of T-551-10FD2 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Penny Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER (Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-577FD5 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Nicholas J. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the NJP 1740 #5 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Nicholas J. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the N-3 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Linda Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust









ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the N-2 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Linda Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust

 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Scorpion Nassau Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Roland Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Festus Bahamas Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Rachel Pritzker Hunter.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Vered Island Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Rosemary Pritzker .

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited, Andrew D. Wingate, Walter W. Simmers and Lucinda S. Falk are Trustees (collectively, the “Trustee”) of the AS 2010 N-1 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Allison C. Pritzker Schwartz.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Andrew D. Wingate
Andrew D. Wingate, solely as trustee of the Trust
/s/ Walter W. Simmers
Walter W. Simmers, solely as trustee of the Trust
/s/ Lucinda S. Falk
Lucinda S. Falk, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited, Andrew D. Wingate, Walter W. Simmers and Lucinda S. Falk are Trustees (collectively, the “Trustee”) of the DS 2010 N-1 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Dana J. Pritzker Schwartz.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Andrew D. Wingate
Andrew D. Wingate, solely as trustee of the Trust
/s/ Walter W. Simmers
Walter W. Simmers, solely as trustee of the Trust
/s/ Lucinda S. Falk
Lucinda S. Falk, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited, Andrew D. Wingate, Walter W. Simmers and Lucinda S. Falk are Trustees (collectively, the “Trustee”) of the JV 2010 N-1 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Julia S. Pritzker Vlock.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Andrew D. Wingate
Andrew D. Wingate, solely as trustee of the Trust
/s/ Walter W. Simmers
Walter W. Simmers, solely as trustee of the Trust
/s/ Lucinda S. Falk
Lucinda S. Falk, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     Andrew D. Wingate and Walter W. Simmers are Trustees (collectively, the “Trustee”) of the KLP 2006 N-3 Family Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Karen L. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

/s/ Andrew D. Wingate
Andrew D. Wingate, solely as trustee of the Trust
/s/ Walter W. Simmers
Walter W. Simmers, solely as trustee of the Trust
 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     Andrew D. Wingate, Walter W. Simmers and CIBC Trust Company (Bahamas) Limited are Trustees (collectively, the “Trustee”) of the KLP 2006 N-4 Family Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Karen L. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

/s/ Andrew D. Wingate
Andrew D. Wingate, solely as trustee of the Trust
/s/ Walter W. Simmers
Walter W. Simmers, solely as trustee of the Trust
 
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited, Andrew D. Wingate, Walter W. Simmers and Lucinda S. Falk are Trustees (collectively, the “Trustee”) of the TV 2010 N-1 Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Theodore S. Pritzker Vlock.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Andrew D. Wingate
Andrew D. Wingate, solely as trustee of the Trust
/s/ Walter W. Simmers
Walter W. Simmers, solely as trustee of the Trust
/s/ Lucinda S. Falk
Lucinda S. Falk, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Thomas J. Muenster are Trustees (collectively, the “Trustee”) of the Moreau Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jay Robert Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Thomas J. Muenster
Thomas J. Muenster, solely as trustee of the Trust


 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Thomas J. Muenster are Trustees (collectively, the “Trustee”) of the Cheyenne Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jay Robert Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and






 
under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Thomas J. Muenster
Thomas J. Muenster, solely as trustee of the Trust

 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the Locust Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Adam Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer








ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the Northwoods Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of John A. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer





 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the Minoso Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of John A. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the Francis Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Noah Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the Sangdu Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Samuel F. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer





 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the 1740-40 AANP Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Andrew A.N. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer





 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     JPMorgan Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the JNP 2010 Parachute Trust N3 (the “Trust”).

4.     The Trust was heretofore established for the benefit of James N. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

JPMORGAN TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Marsya Cates
Name: Marsya Cates
Title: Vice President
By: /s/ Cameron A. Carey
Name: Cameron A. Carey
Title: Associate
 





 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     JPMorgan Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the JNP 2010 Parachute Trust N2 (the “Trust”).

4.     The Trust was heretofore established for the benefit of James N. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

JPMORGAN TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Marsya Cates
Name: Marsya Cates
Title: Vice President
By: /s/ Cameron A. Carey
Name: Cameron A. Carey
Title: Associate

 





 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the THP 2010 Trust N2 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Tal Hava Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer

 






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the WJGP 2010 Trust N2 (the “Trust”).

4.     The Trust was heretofore established for the benefit of William J. G. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-2113D-FDA (the “Trust”).

4.     The Trust was heretofore established for the benefit of Abigail Pritzker Pucker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-551-4FD (the “Trust”).

4.     The Trust was heretofore established for the benefit of Gigi Pritzker Pucker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement 1740 Trust #30FD (the “Trust”).

4.     The Trust was heretofore established for the benefit of Gigi Pritzker Pucker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-2113D-FDJ (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jessica Pritzker Pucker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of Settlement T-2113D-FDM (the “Trust”).

4.     The Trust was heretofore established for the benefit of Maggie Pritzker Pucker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Alushta Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Alexander N. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Aman Trust 2 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Anthony N. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
 
[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Aman Trust 1 (the “Trust”).

4.     The Trust was heretofore established for the benefit of Anthony N. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Evpatoria Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Elizabeth S. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Izyum Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jennifer K. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Lewis M. Linn are Trustees (collectively, the “Trustee”) of the Nikopol Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Nicholas C. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Lewis M. Linn
Lewis M. Linn, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the LaDini B Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Cindy Marie Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the Harlan Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Daniel F. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the Elsinore Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Daniel F. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the Jaybird B Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jay Arthur Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the Jon Jacob B Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Jon Jay Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust






 

ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the Banana B Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Nancy M. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust

 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     CIBC Trust Company (Bahamas) Limited and Leonard J. Loventhal are Trustees (collectively, the “Trustee”) of the ZAP B Trust (the “Trust”).

4.     The Trust was heretofore established for the benefit of Zachary A. Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2010.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: General Manager
By: /s/ Michelle Gibson
Name: Michelle Gibson
Title: Trust Officer
/s/ Leonard J. Loventhal
Leonard J. Loventhal, solely as trustee of the Trust






 
ACKNOWLEDGEMENT AND JOINDER BY G14M2 HHC, L.L.C.
(Amended and Restated Foreign Global Hyatt Agreement)
 
1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).
 
2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3G14M2 HHC, L.L.C., a Delaware limited liability company (“G14M2 HHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”).

4In connection with the receipt by G14M2 HHC of Common Stock, G14M2 HHC hereby joins in and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof. G14M2 HHC further agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 20, 2010.

G14M2 HHC, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President, Treasurer & Secretary

 
(Signature Page to Joinder Agreement to Amended and Restated Foreign Global Hyatt Agreement)






ACKNOWLEDGEMENT AND JOINDER BY T11M2 HHC, L.L.C.
(Amended and Restated Foreign Global Hyatt Agreement)
 
1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3T11M2 HHC, L.L.C., a Delaware limited liability company (“T11M2 HHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”).

4In connection with the receipt by T11M2 HHC of Common Stock, T11M2 HHC hereby joins in and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof. T11M2 HHC further agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.






 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 20, 2010.

T11M2 HHC, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President, Treasurer & Secretary
 
(Signature Page to Joinder Agreement to Amended and Restated Foreign Global Hyatt Agreement)






JOINDER AGREEMENT
(Amended and Restated Foreign Global Hyatt Agreement)
Reference is made to that certain Amended and Restated Foreign Global Hyatt Agreement (as amended from time to time, the “Amended and Restated Foreign Global Hyatt Agreement”), dated as of October 1, 2009, by, between and among each of the Adult Beneficiaries signatories thereto (capitalized terms used herein without definition shall have the meaning set forth in Amended and Restated Foreign Global Hyatt Agreement).
The undersigned, an Adult Beneficiary, hereby agrees to be bound by all of the terms and provisions of the Amended and Restated Foreign Global Hyatt Agreement and, as of the date hereof, makes all of the representations and warranties set forth in Exhibit A attached hereto.

Dated as of: April 15, 2010.
/s/ Abigail Pritzker Pucker
Abigail Pritzker Pucker







Exhibit A

(a) The undersigned has the full power, right and legal capacity to enter into this Joinder Agreement to the Amended and Restated Foreign Global Hyatt Agreement, to perform, observe and comply with all of the undersigned’s agreements and obligations under the Amended and Restated Foreign Global Hyatt Agreement and to consummate the transactions contemplated thereby.

(b) This Joinder Agreement to the Amended and Restated Foreign Global Hyatt Agreement has been duly and validly executed by the undersigned and, upon delivery thereof by the undersigned, this Joinder Agreement and the Amended and Restated Foreign Global Hyatt Agreement will constitute legal, valid and binding obligations of the undersigned enforceable against the undersigned in accordance with their respective terms.

(c) The undersigned’s informed decision to execute and deliver the Joinder Agreement and perform the Amended and Restated Foreign Global Hyatt Agreement (A) was made on the basis of legal, tax, financial and other advice from professionals, including Joined Agents, acting on behalf of the undersigned or on the basis of the undersigned having had the opportunity to engage legal, tax, financial and other advice from professionals, acting on behalf of the undersigned, (B) was voluntary, and (C) was not based on any representations, warranties, covenants and/or agreements of any party or other Person not expressly provided for in the Amended and Restated Foreign Global Hyatt Agreement.







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Foreign GH Agreement.

3.     Nicholas J. Pritzker and Lawrence I Richman are Co-Trustees (the “Trustees”) of Second Universe Trust (the “Trust”).
 
4.     The Trust was heretofore established for the benefit of Nicholas J. Pritzker.

5.     The Trustees acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
 
6.     Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, the Trustees hereby join in and agree to be bound by the terms and conditions of the Foreign GH Agreement. The Trustees further agree not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
 
8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
 






10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Pages Follows]
 






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 23, 2010.

Nicholas J. Pritzker, not individually but solely as co-trustee of the Trust
By: /s/ Nicholas J. Pritzker
Lawrence I. Richman, not individually but solely as co-trustee of the Trust
By: /s/ Lawrence I. Richman

 






JOINDER AGREEMENT
(Amended and Restated Foreign Global Hyatt Agreement)

Reference is made to that certain Amended and Restated Foreign Global Hyatt Agreement (as amended from time to time, the “Amended and Restated Foreign Global Hyatt Agreement”), dated as of October 1, 2009, by, between and among each of the Adult Beneficiaries signatories thereto (capitalized terms used herein without definition shall have the meaning set forth in Amended and Restated Foreign Global Hyatt Agreement).

The undersigned, an Adult Beneficiary, hereby agrees to be bound by all of the terms and provisions of the Amended and Restated Foreign Global Hyatt Agreement and, as of the date hereof, makes all of the representations and warranties set forth in Exhibit A attached hereto.

Dated as of: 3/10, 2010.
/s/ Andrew A. N. Pritzker
Andrew A. N. Pritzker






Exhibit A

(a) The undersigned has the full power, right and legal capacity to enter into this Joinder Agreement to the Amended and Restated Foreign Global Hyatt Agreement, to perform, observe and comply with all of the undersigned’s agreements and obligations under the Amended and Restated Foreign Global Hyatt Agreement and to consummate the transactions contemplated thereby.

(b) This Joinder Agreement to the Amended and Restated Foreign Global Hyatt Agreement has been duly and validly executed by the undersigned and, upon delivery thereof by the undersigned, this Joinder Agreement and the Amended and Restated Foreign Global Hyatt Agreement will constitute legal, valid and binding obligations of the undersigned enforceable against the undersigned in accordance with their respective terms.

(c) The undersigned’s informed decision to execute and deliver the Joinder Agreement and perform the Amended and Restated Foreign Global Hyatt Agreement (A) was made on the basis of legal, tax, financial and other advice from professionals, including Joined Agents, acting on behalf of the undersigned or on the basis of the undersigned having had the opportunity to engage legal, tax, financial and other advice from professionals, acting on behalf of the undersigned, (B) was voluntary, and (C) was not based on any representations, warranties, covenants and/or agreements of any party or other Person not expressly provided for in the Amended and Restated Foreign Global Hyatt Agreement.






ACKNOWLEDGEMENT AND JOINDER BY GHHC, L.L.C.
(Amended and Restated Foreign Global Hyatt Agreement)

1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
 
3GHHC, L.L.C., a Delaware limited liability company (“GHHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”).

4In connection with the receipt by GHHC of Common Stock, GHHC hereby joins in and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof. GHHC further agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of September 8, 2010.

GHHC, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President, Treasurer & Secretary

 






ACKNOWLEDGEMENT AND JOINDER BY THHC, L.L.C.
(Amended and Restated Foreign Global Hyatt Agreement)
 
1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement dated as of October 1, 2009 by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3THHC, L.L.C., a Delaware limited liability company (“THHC”), has acquired shares of common stock, par value $0.01 per share, of Hyatt Hotels Corporation (the “Common Stock”).
 
4In connection with the receipt by THHC of Common Stock, THHC hereby joins in and agrees to be bound by the terms of the Foreign GH Agreement from and after the date hereof. THHC further agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of September 8, 2010.

THHC, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President, Treasurer & Secretary

 
 






JOINDER AGREEMENT
(Amended and Restated Foreign Global Hyatt Agreement)
 
Reference is made to that certain Amended and Restated Foreign Global Hyatt Agreement (as amended from time to time, the “Amended and Restated Foreign Global Hyatt Agreement”), dated as of October 1, 2009, by, between and among each of the Adult Beneficiaries signatories thereto (capitalized terms used herein without definition shall have the meaning set forth in Amended and Restated Foreign Global Hyatt Agreement).

The undersigned, an Adult Beneficiary, hereby agrees to be bound by all of the terms and provisions of the Amended and Restated Foreign Global Hyatt Agreement and, as of the date hereof, makes all of the representations and warranties set forth in Exhibit A attached hereto.

Dated as of: December 21, 2010
/s/ Rose Pritzker Traubert
Rose Pritzker Traubert







Exhibit A

(a) The undersigned has the full power, right and legal capacity to enter into this Joinder Agreement to the Amended and Restated Foreign Global Hyatt Agreement, to perform, observe and comply with all of the undersigned’s agreements and obligations under the Amended and Restated Foreign Global Hyatt Agreement and to consummate the transactions contemplated thereby.

(b) This Joinder Agreement to the Amended and Restated Foreign Global Hyatt Agreement has been duly and validly executed by the undersigned and, upon delivery thereof by the undersigned, this Joinder Agreement and the Amended and Restated Foreign Global Hyatt Agreement will constitute legal, valid and binding obligations of the undersigned enforceable against the undersigned in accordance with their respective terms.

(c) The undersigned’s informed decision to execute and deliver the Joinder Agreement and perform the Amended and Restated Foreign Global Hyatt Agreement (A) was made on the basis of legal, tax, financial and other advice from professionals, including Joined Agents, acting on behalf of the undersigned or on the basis of the undersigned having had the opportunity to engage legal, tax, financial and other advice from professionals, acting on behalf of the undersigned, (B) was voluntary, and (C) was not based on any representations, warranties, covenants and/or agreements of any party or other Person not expressly provided for in the Amended and Restated Foreign Global Hyatt Agreement.







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
 
1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).
 
2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the trusts set forth on Schedule A hereto (the “Recipient Trusts”).

4The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
 
6This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
 
9When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or






implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of January 1, 2011.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Recipient Trusts
By: /s/ Schevon Miller
Name: Schevon Miller
Title: Authorized Signatory
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: Authorized Signatory

 






Schedule A
1740 Trust #40-AJ
1740 Trust #40-AB
1740 Trust #40-AD
1740 Trust #40-Locust
1740 Trust #40-Francis
1740 Trust #40-Sangdu
1740 Trust #40-LaDini B
1740 Trust #40-Jaybird B
1740 Trust #40-Jon Jacob B
1740 Trust #40-Banana B
1740 Trust #40-ZAP B
1740 Trust #40-FDA
1740 Trust #40-FDM
1740 Trust #40-FDJ
1740 Trust #40-THP
1740 Trust #40-AANP
 1740 Trust #40-WJGP
1740 Trust #40-AS
1740 Trust #40-DS
1740 Trust #40-JV
1740 Trust #40-TV
1740 Trust #40-Festus Bahamas
1740 Trust #40-Scorpion Nassau
1740 Trust #40-Vered Island
1740 Trust #40-37D
1740 Trust #40-37R
 1740 Trust #40-Evpatoria
1740 Trust #40-Izyum
1740 Trust #40-Nikopol
1740 Trust #40-Alushta
1740 Trust #40-RAPN
Trust 2043-AJ
Trust 2043-AB
Trust 2043-AD
Trust 2043-Locust
Trust 2043-Francis
Trust 2043-Sangdu
Trust 2043-LaDini B
Trust 2043-Jaybird B
Trust 2043-Jon Jacob B
Trust 2043-Banana B
Trust 2043-ZAP B
Trust 2043-FDA
Trust 2043-FDM
Trust 2043-FDJ






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
 
1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of 1740 Trust RSP (the “Recipient Trust”).

4The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
 
5Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or






implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of January 1, 2011.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of 1740 Trust RSP
By: /s/ Schevon Miller
Name: Schevon Miller
Title: Authorized Signatory
By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: Authorized Signatory

 






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3Westamerica Bank is Trustee (the “Trustee”) of 1740 Trust RSP (the “Recipient Trust”).

4The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly






waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of January 4, 2011.

Westamerica Bank, solely as trustee of 1740 Trust RSP
By: /s/ Sherry Graziano
Name: Sherry Graziano
Title: VP / Trust Officer


 






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.     Lewis M. Linn is Trustee (the “Trustee”) of Banana Trust (the “Recipient Trust”).

4.     The Recipient Trust was heretofore established for the benefit of Nancy Marie Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of November 30, 2011.

/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of Banana Trust

 
(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.     Lewis M. Linn is Trustee (the “Trustee”) of Jaybird Trust (the “Recipient Trust”).

4.     The Recipient Trust was heretofore established for the benefit of Jay Arthur Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Page Follows]





 
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of November 30, 2011.

/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of Jaybird Trust


(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.     Lewis M. Linn is Trustee (the “Trustee”) of Jon Jacob Trust (the “Recipient Trust”).

4.     The Recipient Trust was heretofore established for the benefit of Jon Jay Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of November 30, 2011.


/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of Jon Jacob Trust

 
(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.     Lewis M. Linn is Trustee (the “Trustee”) of LaDini Trust (the “Recipient Trust”).

4.     The Recipient Trust was heretofore established for the benefit of Cindy Marie Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay






any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of November 30, 2011.

/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of LaDini Trust

(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.     Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.     Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.     Lewis M. Linn is Trustee (the “Trustee”) of ZAP Trust (the “Recipient Trust”).

4.     The Recipient Trust was heretofore established for the benefit of Zachary Abram Pritzker.

5.     The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

6.     Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

7.     This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

8.     ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.     This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

10.     When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and






Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of November 30, 2011.

/s/ Lewis M. Linn
Lewis M. Linn, not individually but solely as trustee of ZAP Trust

 







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)


1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
F.L.P. Trust #19M2 is the sole member of P19M2 Investors, L.L.C., a Delaware limited liability company (the “LLC”).

4.
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.


[Signature Page Follows]
.








IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2012.

P19M2 Investors, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President


(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
F.L.P. Trust #11M5 is the sole member of T11M5 Investors, L.L.C., a Delaware limited liability company (the “LLC”).

4.
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.


[Signature Page Follows]








IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2012.

T11M5 Investors, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President

(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)









ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)

1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
F.L.P. Trust #11M2 is the sole member of T11M2 Investors, L.L.C., a Delaware limited liability company (the “LLC”).

4.
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.


[Signature Page Follows]








IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of August 17, 2012.

T11M2 Investors, L.L.C., a Delaware limited liability company
By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President


(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)


1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
Nicholas J. Pritzker is Trustee (the “Trustee”) of the NJP 2012 Annuity Trust (the “Recipient Trust”).

4.
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or









implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.


[Signature Page Follows]








IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of June 4, 2012.

    
Nicholas J. Pritzker, not individually, but solely as
Trustee of the NJP 2012 Annuity Trust
/s/ Nicholas J. Pritzker



(Signature Page to Acknowledgement and Joinder to Amended and Restated Foreign Global Hyatt Agreement)








ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
F.L.P. Trust #19M2 is the sole member of P19M2 Investors II, L.L.C., a Delaware limited liability company (the “LLC”).

4.
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

5.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

6.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of
June 25, 2013.
.
P19M2 Investors II, L.L.C., a Delaware limited liability company

By: /s/ Ronald D. Wray
Name: Ronald D. Wray
Title: Vice President








ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the trusts set forth on Schedule A hereto (the “Recipient Trusts”).

4.
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust

[Signature Page Follows]






IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of
August 30, 2013.
.
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Recipient Trusts
By: /s/ Helen M. Carroll
Name: Helen M. Carroll
Title: Authorized Signatory

By: /s/ Carlis E. Chisholm
Name: Carlis E. Chisholm
Title: Authorized Signatory








Schedule A
1740 #40FD-D
1740 #40FD-R






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
Horton Trust Company LLC is Trustee (the “Trustee”) of the trusts set forth on Schedule A hereto (the “Recipient Trusts”).

4.
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Trustee as trustee of the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly






waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Page Follows]
.







IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of
November 1, 2013.

Horton Trust Company LLC, not individually but solely as trustee of each of the separate and distinct trusts set forth on Schedule A
By: /s/ John Kevin Poorman
Name: John Kevin Poorman
Title: President








Schedule A

1740 #40FD-D
1740 #40FD-R
1740 #34FD2
T-551-10FD2






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
Thomas J. Pritzker and Marshall E. Eisenberg are Co-Trustees (the “Co-Trustees”) of TJP Revocable Trust (the “Recipient Trust”).

4.
The Co-Trustees acknowledge (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Co-Trustees hereby join in and agree to be bound by the terms and conditions of the Foreign GH Agreement. The Co-Trustees further agree not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly






waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust

[Signature Page Follows]





.
IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed on
December 31, 2013.

By: /s/ Thomas J. Pritzker
Thomas J. Pritzker, not individually but solely as co-trustee of TJP Revocable Trust
                    
By: /s/ Marshall E. Eisenberg
Marshall E. Eisenberg, not individually but solely as co-trustee of TJP Revocable Trust


                    







ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the trusts set forth on Schedule A hereto (the “Recipient Trusts”).

4.
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof..

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust

[Signature Page Follows]





IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of
January 1, 2015.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Recipient Trusts


By:    /s/ Schevon Miller                
Name:    Schevon Miller
Title:    Authorized Signatory



By:    /s/ Helen Carroll                
Name:    Helen Carroll
Title:    Authorized Signatory





Schedule A

Trust 551-E
Trust 1740-E
Trust 1740-F
Trust 1740-G
Trust 1740-H






ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
Penny Pritzker is Trustee (the “Trustee”) of the Penny Pritzker Revocable Trust (the “Recipient Trust”).

4.
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.

[Signature Page Follows]





IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of
January 1, 2015.

Penny Pritzker, not individually, but solely as Trustee of the Penny Pritzker Revocable Trust

/s/ Penny Pritzker





ACKNOWLEDGEMENT AND JOINDER
(Amended and Restated Foreign Global Hyatt Agreement)
1.
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).

2.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.

3.
CIBC Trust Company (Bahamas) Limited is Trustee (the “Trustee”) of the trusts set forth on Schedule A hereto (the “Recipient Trusts”).

4.
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.

5.
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.

6.
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.

7.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

8.
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.

9.
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust

[Signature Page Follows]





IN WITNESS WHEREOF, this Acknowledgement and Joinder has been executed as of
January 1, 2015.

CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Recipient Trusts


By:    /s/ Schevon Miller                
Name:    Schevon Miller
Title:    Authorized Signatory



By:    /s/ Helen Carroll                
Name:    Helen Carroll
Title:    Authorized Signatory







Schedule A

Trust 551-A
Trust 1740-A
Trust 1740-B
Trust 1740-C
Trust 1740-D





EX-101.INS 11 h-20141231.xml XBRL INSTANCE DOCUMENT 0001468174 2014-01-01 2014-12-31 0001468174 us-gaap:CommonClassAMember 2015-01-31 0001468174 us-gaap:CommonClassBMember 2015-01-31 0001468174 2014-06-30 0001468174 2013-01-01 2013-12-31 0001468174 2012-01-01 2012-12-31 0001468174 2013-12-31 0001468174 2014-12-31 0001468174 us-gaap:CommonClassAMember 2014-12-31 0001468174 us-gaap:CommonClassBMember 2014-12-31 0001468174 us-gaap:CommonClassAMember 2013-12-31 0001468174 us-gaap:CommonClassBMember 2013-12-31 0001468174 2012-12-31 0001468174 2011-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-01-01 2013-12-31 0001468174 us-gaap:TreasuryStockMember 2014-01-01 2014-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2012-01-01 2012-12-31 0001468174 us-gaap:RetainedEarningsMember 2012-12-31 0001468174 us-gaap:RetainedEarningsMember 2014-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-12-31 0001468174 us-gaap:TreasuryStockMember 2013-12-31 0001468174 us-gaap:RetainedEarningsMember 2014-01-01 2014-12-31 0001468174 us-gaap:TreasuryStockMember 2012-01-01 2012-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-01-01 2014-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2013-01-01 2013-12-31 0001468174 us-gaap:TreasuryStockMember 2013-01-01 2013-12-31 0001468174 us-gaap:CommonStockMember 2014-01-01 2014-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2014-01-01 2014-12-31 0001468174 us-gaap:RetainedEarningsMember 2013-01-01 2013-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2014-12-31 0001468174 us-gaap:CommonStockMember 2013-01-01 2013-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2012-12-31 0001468174 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2014-01-01 2014-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2011-12-31 0001468174 us-gaap:CommonStockMember 2012-01-01 2012-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2012-01-01 2012-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2012-01-01 2012-12-31 0001468174 us-gaap:CommonStockMember 2014-12-31 0001468174 us-gaap:TreasuryStockMember 2012-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2014-12-31 0001468174 us-gaap:CommonStockMember 2011-12-31 0001468174 us-gaap:CommonStockMember 2013-12-31 0001468174 us-gaap:TreasuryStockMember 2011-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0001468174 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001468174 us-gaap:CommonStockMember 2012-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2012-12-31 0001468174 us-gaap:RetainedEarningsMember 2011-12-31 0001468174 us-gaap:TreasuryStockMember 2014-12-31 0001468174 us-gaap:RetainedEarningsMember 2013-12-31 0001468174 us-gaap:NoncontrollingInterestMember 2013-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-12-31 0001468174 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2011-12-31 0001468174 h:AllinclusiveDomain 2014-12-31 0001468174 h:SelectServiceMember 2014-12-31 0001468174 h:FullServiceMember 2014-12-31 0001468174 country:US h:SelectServiceMember 2014-12-31 0001468174 h:OtherRestrictedCashMember 2014-12-31 0001468174 h:GoldPassportFundMember 2013-12-31 0001468174 h:GoldPassportFundMember 2014-12-31 0001468174 h:ProceedsfromSalesinEscrowMember 2014-12-31 0001468174 h:CaptiveinsurancesubsidiaryMember 2013-12-31 0001468174 h:OtherRestrictedCashMember 2013-12-31 0001468174 us-gaap:ConstructionLoansMember 2013-12-31 0001468174 h:CaptiveinsurancesubsidiaryMember 2014-12-31 0001468174 h:GrandHyattSanAntonioMember 2013-12-31 0001468174 h:GrandHyattSanAntonioMember 2014-12-31 0001468174 h:FloatingaveragerateconstructionloanMember 2014-12-31 0001468174 h:LikeKindExchangeProceedsFromSalesInEscrowMember 2014-12-31 0001468174 h:LikeKindExchangeProceedsFromSalesInEscrowMember 2013-12-31 0001468174 us-gaap:LeaseholdImprovementsMember 2014-01-01 2014-12-31 0001468174 us-gaap:ComputerEquipmentMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 h:VacationOwnershipPropertiesMember 2014-01-01 2014-12-31 0001468174 h:VacationOwnershipPropertiesMember 2012-01-01 2012-12-31 0001468174 us-gaap:ComputerEquipmentMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember 2014-12-31 0001468174 us-gaap:OfficeEquipmentMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 h:VacationOwnershipPropertiesMember 2013-01-01 2013-12-31 0001468174 us-gaap:OfficeEquipmentMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 us-gaap:BuildingAndBuildingImprovementsMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 h:PchBeachResortLlcMember 2013-12-31 0001468174 h:PchBeachResortLlcMember 2014-12-31 0001468174 h:DenverDowntownHotelPartnersLLCMember 2014-12-31 0001468174 h:RenaissanceCentroMStreetLLCMember 2014-12-31 0001468174 h:DesarrolladoraHoteleraAcueductoHyattRegencyGuadalajaraMember 2014-12-31 0001468174 h:HotelHoyoUnoAndazMayakobaMember 2014-12-31 0001468174 h:DiamanteResortLaPazMember 2014-12-31 0001468174 h:OtherEquityMethodInvestmentsInHotelAndVacationPropertiesMember 2014-12-31 0001468174 h:JuniperHotelsPrivateLtdMember 2013-12-31 0001468174 h:JuniperHotelsPrivateLtdMember 2014-12-31 0001468174 h:DesarrolladoraHoteleraAcueductoHyattRegencyGuadalajaraMember 2013-12-31 0001468174 h:HotelHoyoUnoAndazMayakobaMember 2013-12-31 0001468174 h:PlayaHotelsResortsB.V.Member 2014-12-31 0001468174 h:WaileaHotelHoldingsLLCMember 2014-12-31 0001468174 h:WaileaHotelHoldingsLLCMember 2013-12-31 0001468174 h:NobleIHYLLCMember 2013-12-31 0001468174 h:PlayaHotelsResortsB.V.Member 2013-12-31 0001468174 h:DenverDowntownHotelPartnersLLCMember 2013-12-31 0001468174 h:NobleIHYLLCMember 2014-12-31 0001468174 h:OtherEquityMethodInvestmentsInHotelAndVacationPropertiesMember 2013-12-31 0001468174 h:RenaissanceCentroMStreetLLCMember 2013-12-31 0001468174 h:DiamanteResortLaPazMember 2013-12-31 0001468174 h:HyattPlaceCoconutPointMember 2014-01-01 2014-12-31 0001468174 h:TotalUnconsolidatedHospitalityVenturesMember 2013-01-01 2013-12-31 0001468174 h:HyattPlaceHoustonSugarLandMember 2014-01-01 2014-12-31 0001468174 h:HospitalityVenturePropertiesMember 2013-01-01 2013-12-31 0001468174 h:HyattRegencyLostPinesMember 2014-12-31 0001468174 h:HyattRegencyLostPinesMember 2014-01-01 2014-12-31 0001468174 h:GrandHyattSanAntonioMember 2014-12-31 0001468174 h:TotalUnconsolidatedHospitalityVenturesMember 2014-01-01 2014-12-31 0001468174 h:HyattRegencyDFWInternationalAirportMember 2014-01-01 2014-12-31 0001468174 h:VacationOwnershipEquityMethodInvestmentMember 2012-01-01 2012-12-31 0001468174 h:HyattPlaceAustinDowntownMember 2014-01-01 2014-12-31 0001468174 h:TotalUnconsolidatedHospitalityVenturesMember 2012-01-01 2012-12-31 0001468174 h:HyattRegencyNewOrleansMember 2013-01-01 2013-12-31 0001468174 h:HospitalityVenturePropertiesMember 2012-01-01 2012-12-31 0001468174 h:PreferredreturnoncostmethodinvestmentMember h:HyattRegencyNewOrleansMember 2013-01-01 2013-12-31 0001468174 h:OwnedAndLeasedHotelsMember 2014-12-31 0001468174 h:TwoequitymethodinvestmentswithinourownedandleasedhotelssegmentMember 2012-01-01 2012-12-31 0001468174 h:EquitymethodjointventurewithinourownedandleasedhotelssegmentMember 2013-01-01 2013-12-31 0001468174 h:OwnedAndLeasedHotelsMember 2013-12-31 0001468174 h:PlayaHotelsResortsB.V.Member 2013-01-01 2013-12-31 0001468174 h:PurchaseofresidualcommoninvestmentMember h:HyattRegencyNewOrleansMember 2013-01-01 2013-12-31 0001468174 h:VacationOwnershipEquityMethodInvestmentMember 2013-01-01 2013-12-31 0001468174 h:HospitalityVenturePropertiesMember 2014-01-01 2014-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member 2014-01-01 2014-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member 2013-01-01 2013-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member 2012-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member 2014-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member 2013-12-31 0001468174 h:DeferredCompensationPlansMember 2013-12-31 0001468174 h:GoldPassportFundMember 2014-12-31 0001468174 h:GoldPassportFundMember 2013-12-31 0001468174 h:DeferredCompensationPlansMember 2014-12-31 0001468174 h:GoldPassportFundMember 2014-01-01 2014-12-31 0001468174 h:GoldPassportFundMember 2012-01-01 2012-12-31 0001468174 h:DeferredCompensationPlansMember 2012-01-01 2012-12-31 0001468174 h:DeferredCompensationPlansMember 2013-01-01 2013-12-31 0001468174 h:DeferredCompensationPlansMember 2014-01-01 2014-12-31 0001468174 h:GoldPassportFundMember 2013-01-01 2013-12-31 0001468174 us-gaap:OtherNoncurrentAssetsMember 2013-12-31 0001468174 us-gaap:ShortTermInvestmentsMember 2014-12-31 0001468174 us-gaap:ShortTermInvestmentsMember 2013-12-31 0001468174 us-gaap:OtherNoncurrentAssetsMember 2014-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member h:A12ExpectedDividendRateYear3Member 2014-01-01 2014-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember h:PlayaHotelsResortsB.V.Member h:A10ExpectedDividendRateYears12Member 2014-01-01 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:USTreasuryAndGovernmentMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:AssetBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:MoneyMarketFundsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2014-12-31 0001468174 us-gaap:ForeignExchangeForwardMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:USTreasuryAndGovernmentMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member h:MunicipalAndProvincialNotesAndBondsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member h:MunicipalAndProvincialNotesAndBondsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:ForeignExchangeForwardMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:AssetBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:AssetBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:DepositsMember 2014-12-31 0001468174 us-gaap:DepositsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:OtherAggregatedInvestmentsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:EquityFundsMember 2014-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:USTreasuryAndGovernmentMember 2014-12-31 0001468174 us-gaap:EquityFundsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:OtherAggregatedInvestmentsMember 2014-12-31 0001468174 h:MunicipalAndProvincialNotesAndBondsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:DepositsMember 2014-12-31 0001468174 us-gaap:CorporateDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:MortgageBackedSecuritiesMember 2014-12-31 0001468174 h:HyattRegencyOrlandoMember 2013-01-01 2013-12-31 0001468174 h:HyattRegencyMexicoCityMember 2012-01-01 2012-12-31 0001468174 h:GrandHyattSanAntonioMember 2014-01-01 2014-12-31 0001468174 us-gaap:DebtMember 2014-01-01 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:MortgageBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:EquityFundsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member h:MunicipalAndProvincialNotesAndBondsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:OtherAggregatedInvestmentsMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:ForeignExchangeForwardMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:MortgageBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:DepositsMember 2014-12-31 0001468174 us-gaap:MortgageBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:AssetBackedSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:ForeignExchangeForwardMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasuryAndGovernmentMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2014-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:DepositsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:ForeignExchangeForwardMember 2013-12-31 0001468174 us-gaap:EquityFundsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:AssetBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:DepositsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:AssetBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:EquityFundsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:DepositsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2013-12-31 0001468174 h:MunicipalAndProvincialNotesAndBondsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:ForeignExchangeForwardMember 2013-12-31 0001468174 us-gaap:AssetBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:DepositsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:OtherAggregatedInvestmentsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:ForeignExchangeForwardMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:USTreasuryAndGovernmentMember 2013-12-31 0001468174 us-gaap:ForeignExchangeForwardMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member h:MunicipalAndProvincialNotesAndBondsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member h:MunicipalAndProvincialNotesAndBondsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:AssetBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:MortgageBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:MortgageBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:OtherAggregatedInvestmentsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:USTreasuryAndGovernmentMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:EquityFundsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasuryAndGovernmentMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:OtherAggregatedInvestmentsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member h:MunicipalAndProvincialNotesAndBondsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member us-gaap:MortgageBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:MoneyMarketFundsMember 2013-12-31 0001468174 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2013-12-31 0001468174 us-gaap:MortgageBackedSecuritiesMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member us-gaap:OtherAggregatedInvestmentsMember 2013-12-31 0001468174 us-gaap:CorporateDebtSecuritiesMember 2013-12-31 0001468174 us-gaap:USTreasuryAndGovernmentMember 2013-12-31 0001468174 h:HyattRegencyGrandCypressMember 2014-01-01 2014-12-31 0001468174 us-gaap:PropertyPlantAndEquipmentMember 2014-01-01 2014-12-31 0001468174 h:FullServiceMember 2014-01-01 2014-12-31 0001468174 h:FourFullService52SelectServiceandHRGMember 2014-12-31 0001468174 h:SelectServiceMember 2014-01-01 2014-12-31 0001468174 us-gaap:AssetsHeldForSaleMember h:HyattRegencyIndianapolisMember 2014-12-31 0001468174 us-gaap:PropertyPlantAndEquipmentMember 2013-01-01 2013-12-31 0001468174 h:ParkHyattNewYorkMember 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2013-01-01 2013-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2013-01-01 2013-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember 2012-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2012-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2012-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember 2013-01-01 2013-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2013-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2013-01-01 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2012-01-01 2012-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2014-01-01 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2012-01-01 2012-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2014-01-01 2014-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2013-01-01 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2014-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2014-01-01 2014-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2014-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember 2014-01-01 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2014-01-01 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2013-12-31 0001468174 h:VacationOwnershipMortgageReceivablesMember 2012-01-01 2012-12-31 0001468174 h:ProvisionsOnHotelLoansMember 2012-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember 2012-01-01 2012-12-31 0001468174 h:ProvisionsOnHotelLoansMember 2013-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel1Member 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel1Member 2014-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel3Member 2014-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel2Member 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel2Member 2014-12-31 0001468174 h:UnsecuredFinancingToHotelOwnersMember us-gaap:FairValueInputsLevel3Member 2014-12-31 0001468174 h:SecuredFinancingToHotelOwnersMember 2012-01-01 2012-12-31 0001468174 h:GrandHyattSanAntonioMember 2014-12-31 0001468174 h:HyattRegencyMexicoCityMember 2012-12-31 0001468174 h:HyattRegencyOrlandoMember h:AdvanceBookingIntangibleMember 2013-01-01 2013-12-31 0001468174 h:DriskillMember 2013-12-31 0001468174 h:HyattRegencyOrlandoMember h:AdvanceBookingIntangibleMember 2013-12-31 0001468174 h:HyattRegencyIndianapolisMember 2014-12-31 0001468174 h:HyattFishermansWharfMember 2013-01-01 2013-12-31 0001468174 h:GrandHyattSanAntonioMember us-gaap:LeasesAcquiredInPlaceMember 2014-12-31 0001468174 h:AndazNapaMember 2013-12-31 0001468174 h:HyattPlaceMember h:LikeKindExchangeMember h:HyattPlaceAndHyattHouse2012Member 2013-01-01 2013-12-31 0001468174 h:A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember 2013-01-01 2013-12-31 0001468174 h:HyattRegencyOrlandoMember h:FranchiseAndManagementIntangiblesMember 2013-12-31 0001468174 h:GrandHyattSanAntonioMember 2013-01-01 2013-12-31 0001468174 h:HyattHyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:HyattPlaceMember h:HyattPlaceAndHyattHouse2012Member 2012-01-01 2012-12-31 0001468174 h:HyattPlace2014Member 2014-01-01 2014-12-31 0001468174 h:HyattHouseMember h:HyattPlaceAndHyattHouse2012Member 2012-01-01 2012-12-31 0001468174 h:HyattRegencyVancouverMember 2014-01-01 2014-12-31 0001468174 h:HyattResidentialGroupMember 2014-01-01 2014-12-31 0001468174 h:HyattRegencyOrlandoMember 2013-12-31 0001468174 h:HyattPlace2013Member 2013-01-01 2013-12-31 0001468174 h:HyattPlace2014Member 2014-12-31 0001468174 h:HyattRegencyLostPinesMember h:AdvanceBookingIntangibleMember 2014-01-01 2014-12-31 0001468174 h:A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember 2014-01-01 2014-12-31 0001468174 h:HyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:HyattRegencyMexicoCityMember h:FranchiseAndManagementIntangiblesMember 2012-01-01 2012-12-31 0001468174 h:SelectServiceMember h:LikeKindExchangeMember h:HyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:DriskillMember 2013-01-01 2013-12-31 0001468174 h:ParkHyattNewYorkMember 2014-01-01 2014-12-31 0001468174 h:HyattSantaBarbaraMember 2013-01-01 2013-12-31 0001468174 h:HyattKeyWestMember 2013-01-01 2013-12-31 0001468174 h:SelectServiceMember h:LikeKindExchangeremaininginrestrictedcashMember h:HyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:FullServiceMember h:HyattHyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:ParkHyattTorontoMember 2014-01-01 2014-12-31 0001468174 h:A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember 2013-12-31 0001468174 h:ParkHyattWashingtonMember 2014-12-31 0001468174 h:GrandHyattSanAntonioMember h:AdvanceBookingIntangibleMember 2014-12-31 0001468174 h:SelectServiceMember h:HyattHyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:AndazNapaMember 2013-01-01 2013-12-31 0001468174 h:HyattRegencyOrlandoMember h:FranchiseAndManagementIntangiblesMember 2013-01-01 2013-12-31 0001468174 h:HyattKeyWestMember 2013-12-31 0001468174 h:HyattRegencyLostPinesMember h:AdvanceBookingIntangibleMember 2014-12-31 0001468174 h:SelectServiceMember h:HyattPlace2013Member 2013-01-01 2013-12-31 0001468174 h:HyattRegencyVancouverMember 2014-12-31 0001468174 h:GrandHyattSanAntonioMember h:AdvanceBookingIntangibleMember 2014-01-01 2014-12-31 0001468174 h:ParkHyattWashingtonMember 2014-01-01 2014-12-31 0001468174 h:AndazSavannahMember 2013-01-01 2013-12-31 0001468174 h:GrandHyattSanAntonioMember h:ContractAcquisitionCostsMember 2013-01-01 2013-12-31 0001468174 h:HyattRegencyBirminghamMember 2012-01-01 2012-12-31 0001468174 h:HyattRegencySantaClaraMember 2014-12-31 0001468174 h:HyattRegencyBirminghamMember 2012-12-31 0001468174 h:HyattPlace2012Member 2013-01-01 2013-12-31 0001468174 h:HyattRegencyDenverTechMember 2013-01-01 2013-12-31 0001468174 h:HyattRegencySantaClaraMember 2013-01-01 2013-12-31 0001468174 h:SelectServiceMember h:HyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:GrandHyattSanAntonioMember 2013-12-31 0001468174 h:SelectServiceMember h:LikeKindExchangeMember h:HyattHyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:ParkHyattTorontoMember 2014-12-31 0001468174 h:HyattPlace2013Member 2013-12-31 0001468174 h:SelectServiceMember h:HyattPlace2014Member 2014-01-01 2014-12-31 0001468174 h:SelectServiceMember h:LikeKindExchangeMember h:HyattPlace2013Member 2013-01-01 2013-12-31 0001468174 h:GrandHyattSanAntonioMember us-gaap:LeasesAcquiredInPlaceMember 2014-01-01 2014-12-31 0001468174 h:SelectServiceMember h:LikeKindexchangereleasedfromrestrictedcashMember h:HyattPlaceHyattHouse2014Member 2014-01-01 2014-12-31 0001468174 h:HyattPlaceHyattHouse2014Member 2014-12-31 0001468174 h:AndazSavannahMember 2013-12-31 0001468174 h:HyattPlaceAndHyattHouse2012Member 2012-01-01 2012-12-31 0001468174 h:HyattPlaceAndHyattHouse2012Member 2012-12-31 0001468174 us-gaap:TradeNamesMember 2014-12-31 0001468174 us-gaap:TradeNamesMember 2013-12-31 0001468174 h:AdvanceBookingIntangibleMember 2014-12-31 0001468174 us-gaap:OtherIntangibleAssetsMember 2014-01-01 2014-12-31 0001468174 h:FranchiseAndManagementIntangiblesMember 2014-01-01 2014-12-31 0001468174 us-gaap:LeasesAcquiredInPlaceMarketAdjustmentMember 2014-01-01 2014-12-31 0001468174 us-gaap:OtherIntangibleAssetsMember 2014-12-31 0001468174 h:FranchiseAndManagementIntangiblesMember 2014-12-31 0001468174 us-gaap:OtherIntangibleAssetsMember 2013-12-31 0001468174 h:ContractAcquisitionCostsMember 2014-12-31 0001468174 h:ContractAcquisitionCostsMember 2013-12-31 0001468174 h:AdvanceBookingIntangibleMember 2013-12-31 0001468174 h:FranchiseAndManagementIntangiblesMember 2013-12-31 0001468174 h:ContractAcquisitionCostsMember 2014-01-01 2014-12-31 0001468174 h:AdvanceBookingIntangibleMember 2014-01-01 2014-12-31 0001468174 us-gaap:LeasesAcquiredInPlaceMarketAdjustmentMember 2014-12-31 0001468174 us-gaap:LeasesAcquiredInPlaceMarketAdjustmentMember 2013-12-31 0001468174 us-gaap:CorporateAndOtherMember 2014-12-31 0001468174 us-gaap:CorporateAndOtherMember 2012-12-31 0001468174 h:OwnedAndLeasedHotelsMember 2012-12-31 0001468174 h:AmericasManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 h:AmericasManagementAndFranchisingMember 2012-12-31 0001468174 h:OwnedAndLeasedHotelsMember 2014-01-01 2014-12-31 0001468174 h:AmericasManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 h:AmericasManagementAndFranchisingMember 2014-12-31 0001468174 h:OwnedAndLeasedHotelsMember 2013-01-01 2013-12-31 0001468174 us-gaap:CorporateAndOtherMember 2014-01-01 2014-12-31 0001468174 us-gaap:CorporateAndOtherMember 2013-12-31 0001468174 h:AmericasManagementAndFranchisingMember 2013-12-31 0001468174 us-gaap:CorporateAndOtherMember 2013-01-01 2013-12-31 0001468174 h:ContractAcquisitionCostsMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 h:FranchiseAndManagementIntangiblesMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 h:ContractAcquisitionCostsMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 h:AcceleratedAmortizationMember 2014-01-01 2014-12-31 0001468174 h:DriskillMember 2014-12-31 0001468174 h:FranchiseAndManagementIntangiblesMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 h:AcceleratedAmortizationMember 2013-01-01 2013-12-31 0001468174 h:AspacManagementAndFranchisingDomain 2014-12-31 0001468174 h:EameswAsiaManagementDomain 2014-12-31 0001468174 h:AspacManagementAndFranchisingDomain 2013-12-31 0001468174 h:AspacManagementAndFranchisingDomain 2012-12-31 0001468174 h:EameswAsiaManagementDomain 2012-12-31 0001468174 h:EameswAsiaManagementDomain 2013-12-31 0001468174 us-gaap:FairValueInputsLevel3Member 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member 2013-12-31 0001468174 us-gaap:FairValueInputsLevel2Member 2013-12-31 0001468174 h:A2015NotesMember 2009-12-31 0001468174 h:FloatingaveragerateconstructionloanMember 2013-12-31 0001468174 h:A2019NotesMember 2012-12-31 0001468174 h:Series2005BMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2014-01-01 2014-12-31 0001468174 h:FloatingaveragerateconstructionloanMember h:SubloanbMember 2014-01-01 2014-12-31 0001468174 h:Series2005AMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2014-01-01 2014-12-31 0001468174 h:Series2005BMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2005-06-08 0001468174 2009-01-01 2009-12-31 0001468174 h:BorrowingCapacityReductionMember 2014-12-31 0001468174 h:A2019NotesMember 2009-12-31 0001468174 h:AdditionalNonRevolvingCreditFacilityBanksMember 2014-12-31 0001468174 h:Series2005BMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2014-12-31 0001468174 h:A2023NotesMember 2013-12-31 0001468174 h:A2015NotesMember h:A2019NotesMember 2009-01-01 2009-12-31 0001468174 h:A2019NotesMember 2013-01-01 2013-12-31 0001468174 us-gaap:SeniorLoansMember 2014-12-31 0001468174 us-gaap:InterestRateSwapMember 2011-12-31 0001468174 us-gaap:RevolvingCreditFacilityMember 2014-12-31 0001468174 h:A2016NotesMember 2011-12-31 0001468174 h:A2015NotesMember 2013-01-01 2013-12-31 0001468174 h:OnemonthLiborMember 2014-01-01 2014-12-31 0001468174 h:A2015NotesMember 2013-12-31 0001468174 h:A2021NotesMember 2011-12-31 0001468174 h:A2012InterestRateSwapTerminationMember 2013-01-01 2013-12-31 0001468174 h:A2019NotesMember 2013-12-31 0001468174 h:AdditionalNonRevolvingCreditFacilityBanksMember 2013-12-31 0001468174 h:Series2005AMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2005-06-08 0001468174 h:A2012InterestRateSwapTerminationMember 2012-01-01 2012-12-31 0001468174 us-gaap:RevolvingCreditFacilityMember 2014-01-01 2014-12-31 0001468174 h:A2013InterestRateSwapTerminationMember 2013-01-01 2013-12-31 0001468174 h:SeniorSecuredTermLoanDomain 2014-12-31 0001468174 h:A2016And2021NotesMember 2011-01-01 2011-12-31 0001468174 h:FloatingaveragerateconstructionloanMember h:SubloancMember 2014-12-31 0001468174 h:GHSanAntonioBondsMember 2013-12-31 0001468174 h:A2023NotesMember 2013-01-01 2013-12-31 0001468174 h:BorrowingCapacityReductionMember 2013-12-31 0001468174 h:FloatingaveragerateconstructionloanMember h:SubloanaMember 2014-01-01 2014-12-31 0001468174 h:SeniorSecuredTermLoanDomain 2004-08-30 0001468174 2011-01-01 2011-12-31 0001468174 h:Series2005BMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2013-12-31 0001468174 h:Series2005AMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2014-12-31 0001468174 h:A2023NotesMember 2014-12-31 0001468174 h:A2019NotesMember 2014-12-31 0001468174 h:SeniorSecuredTermLoanDomain 2013-12-31 0001468174 h:A2016NotesMember 2013-12-31 0001468174 h:A2021NotesMember 2013-12-31 0001468174 h:A2016NotesMember 2014-12-31 0001468174 h:A2021NotesMember 2014-12-31 0001468174 h:Series2005AMember h:GHSanAntonioBondsMember h:ContractRevenueBondsMember 2013-12-31 0001468174 us-gaap:FairValueInputsLevel1Member 2014-12-31 0001468174 us-gaap:FairValueInputsLevel3Member 2014-12-31 0001468174 us-gaap:FairValueInputsLevel2Member 2014-12-31 0001468174 us-gaap:SeniorLoansMember 2013-12-31 0001468174 h:RelatedPartyMember 2014-12-31 0001468174 h:CorporateHeadquartersMember 2014-01-01 2014-12-31 0001468174 us-gaap:MultiemployerPlansPostretirementBenefitMember 2012-01-01 2012-12-31 0001468174 us-gaap:MultiemployerPlansPostretirementBenefitMember 2013-01-01 2013-12-31 0001468174 us-gaap:MultiemployerPlansPostretirementBenefitMember 2014-01-01 2014-12-31 0001468174 h:NationalRetirementFundMember us-gaap:MultiemployerPlansPensionMember 2014-01-01 2014-12-31 0001468174 us-gaap:MultiemployerPlansPensionMember 2014-01-01 2014-12-31 0001468174 h:NewYorkHotelTradesCouncilandHotelAssociationofNewYorkCityInc.PensionFundMember us-gaap:MultiemployerPlansPensionMember 2014-01-01 2014-12-31 0001468174 h:OtherFundsMember us-gaap:MultiemployerPlansPensionMember 2013-01-01 2013-12-31 0001468174 h:OtherFundsMember us-gaap:MultiemployerPlansPensionMember 2012-01-01 2012-12-31 0001468174 h:NationalRetirementFundMember us-gaap:MultiemployerPlansPensionMember 2013-01-01 2013-12-31 0001468174 h:OtherFundsMember us-gaap:MultiemployerPlansPensionMember 2014-01-01 2014-12-31 0001468174 h:NationalRetirementFundMember us-gaap:MultiemployerPlansPensionMember 2012-01-01 2012-12-31 0001468174 h:NewYorkHotelTradesCouncilandHotelAssociationofNewYorkCityInc.PensionFundMember us-gaap:MultiemployerPlansPensionMember 2012-01-01 2012-12-31 0001468174 us-gaap:MultiemployerPlansPensionMember 2012-01-01 2012-12-31 0001468174 us-gaap:MultiemployerPlansPensionMember 2013-01-01 2013-12-31 0001468174 h:NewYorkHotelTradesCouncilandHotelAssociationofNewYorkCityInc.PensionFundMember us-gaap:MultiemployerPlansPensionMember 2013-01-01 2013-12-31 0001468174 us-gaap:DomesticCountryMember 2012-01-01 2012-12-31 0001468174 h:TreatmentforexpensingcertainrenovationcostsMember 2012-01-01 2012-12-31 0001468174 h:StateandForeignMember 2014-12-31 0001468174 h:FixedassetrelateditemsMember 2014-01-01 2014-12-31 0001468174 h:AccrualofpositiononprioryearreturnMember 2014-01-01 2014-12-31 0001468174 us-gaap:StateAndLocalJurisdictionMember 2012-01-01 2012-12-31 0001468174 h:NewUncertainTaxPositionsMember 2014-01-01 2014-12-31 0001468174 us-gaap:ForeignCountryMember 2012-01-01 2012-12-31 0001468174 h:FederalandForeignMember 2014-01-01 2014-12-31 0001468174 h:StatuteExpirationonStateTaxFilingPositionsMember 2014-01-01 2014-12-31 0001468174 h:StatuteExpirationonStateTaxFilingPositionsMember 2014-01-01 2014-12-31 0001468174 h:ExpirationofStatutesinForeignJurisdictionsMember 2014-01-01 2014-12-31 0001468174 h:FederalAndState20032009Member 2013-01-01 2013-12-31 0001468174 us-gaap:StateAndLocalJurisdictionMember 2014-01-01 2014-12-31 0001468174 h:FederalandStateMember 2014-12-31 0001468174 h:A20052008Member 2013-01-01 2013-12-31 0001468174 h:VacationOwnershipDevelopmentMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 h:HotelPropertyInMinnesotaMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:HotelPropertyInBrazilMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:OtherDebtRepaymentGuaranteeMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:OtherDebtRepaymentGuaranteeMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 h:HotelPropertyInBrazilMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 h:HotelPropertyinColoradoMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 h:HotelPropertyInMinnesotaMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:JointVentureHawaiiMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 h:HotelPropertyinColoradoMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:VacationOwnershipDevelopmentMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2014-12-31 0001468174 h:JointVentureHawaiiMember h:LoanLeaseCompletionAndRepaymentGuaranteesMember 2013-12-31 0001468174 us-gaap:PerformanceGuaranteeMember 2013-12-31 0001468174 us-gaap:PerformanceGuaranteeMember 2014-12-31 0001468174 h:FourHotelsInFranceMember us-gaap:PerformanceGuaranteeMember 2014-12-31 0001468174 country:US 2014-12-31 0001468174 h:FourHotelsInFranceMember 2014-01-01 2014-12-31 0001468174 h:SelfInsuranceCollateralMember 2014-12-31 0001468174 h:FourHotelsInFranceMember us-gaap:PerformanceGuaranteeMember 2013-01-01 2013-12-31 0001468174 h:FourHotelsInFranceMember us-gaap:PerformanceGuaranteeMember 2013-12-31 0001468174 h:FourHotelsInFranceMember us-gaap:PerformanceGuaranteeMember 2012-12-31 0001468174 h:FourHotelsInFranceMember us-gaap:PerformanceGuaranteeMember 2014-01-01 2014-12-31 0001468174 h:PerformanceTestClauseGuaranteeMember 2014-12-31 0001468174 h:PerformanceTestClauseGuaranteeMember 2013-12-31 0001468174 h:PritzkerFamilyBusinessInterestsMember 2014-12-31 0001468174 h:OtherBusinessInterestsWithSignificantOwnershipPercentageMember 2014-12-31 0001468174 us-gaap:WeightedAverageMember 2014-01-01 2014-12-31 0001468174 us-gaap:WeightedAverageMember 2013-01-01 2013-12-31 0001468174 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2014-12-31 0001468174 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2013-12-31 0001468174 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2014-01-01 2014-12-31 0001468174 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2013-12-31 0001468174 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2013-01-01 2013-12-31 0001468174 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2013-12-31 0001468174 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2012-12-31 0001468174 us-gaap:AccumulatedTranslationAdjustmentMember 2013-01-01 2013-12-31 0001468174 us-gaap:AccumulatedTranslationAdjustmentMember 2014-12-31 0001468174 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2014-12-31 0001468174 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2014-01-01 2014-12-31 0001468174 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2013-01-01 2013-12-31 0001468174 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2014-01-01 2014-12-31 0001468174 us-gaap:AccumulatedTranslationAdjustmentMember 2014-01-01 2014-12-31 0001468174 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2014-12-31 0001468174 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2013-01-01 2013-12-31 0001468174 us-gaap:AccumulatedTranslationAdjustmentMember 2013-12-31 0001468174 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2012-12-31 0001468174 us-gaap:AccumulatedTranslationAdjustmentMember 2012-12-31 0001468174 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2012-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2013-01-01 2013-12-31 0001468174 us-gaap:PerformanceSharesMember 2012-01-01 2012-12-31 0001468174 us-gaap:PerformanceSharesMember 2014-01-01 2014-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-01-01 2013-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2012-01-01 2012-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2014-01-01 2014-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2014-01-01 2014-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2012-01-01 2012-12-31 0001468174 us-gaap:PerformanceSharesMember 2013-01-01 2013-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2014-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2014-12-31 0001468174 us-gaap:PerformanceSharesMember 2014-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2013-03-01 2013-03-31 0001468174 us-gaap:StockAppreciationRightsSARSMember h:A100atVestMember 2013-03-01 2013-03-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2012-03-01 2012-03-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2014-02-01 2014-02-28 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-12-01 2013-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2012-06-01 2012-06-30 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2014-02-01 2014-02-28 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2012-10-01 2012-10-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2014-09-01 2014-09-30 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2012-12-01 2012-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-09-01 2013-09-30 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-03-01 2013-03-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-06-01 2013-06-30 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2012-03-01 2012-03-31 0001468174 h:A2013Member us-gaap:PerformanceSharesMember 2013-01-01 2013-12-31 0001468174 us-gaap:PerformanceSharesMember 2014-01-01 2014-01-01 0001468174 h:A2014Member us-gaap:PerformanceSharesMember 2014-01-01 2014-12-31 0001468174 h:A2012Member us-gaap:PerformanceSharesMember 2012-01-01 2012-12-31 0001468174 us-gaap:PerformanceSharesMember 2013-01-01 2013-01-01 0001468174 us-gaap:PerformanceSharesMember 2012-01-01 2012-01-01 0001468174 us-gaap:StockAppreciationRightsSARSMember 2013-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-12-31 0001468174 h:NonrecurringExpenseMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2014-01-01 2014-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 h:NonrecurringExpenseMember 2014-01-01 2014-12-31 0001468174 h:NonrecurringExpenseMember us-gaap:StockAppreciationRightsSARSMember 2014-01-01 2014-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember us-gaap:MinimumMember 2014-01-01 2014-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember us-gaap:MaximumMember 2014-01-01 2014-12-31 0001468174 h:NonrecurringExpenseMember us-gaap:RestrictedStockUnitsRSUMember 2014-01-01 2014-12-31 0001468174 h:CashSettledRsusMember 2014-01-01 2014-12-31 0001468174 h:CashSettledRsusMember 2013-03-01 2013-03-31 0001468174 h:CashSettledRsusMember 2014-02-01 2014-02-28 0001468174 h:CashSettledRsusMember 2013-06-01 2013-06-30 0001468174 h:CashSettledRsusMember 2014-12-31 0001468174 h:CashSettledRsusMember 2012-03-01 2012-03-31 0001468174 h:RelatedPartyLegalServicesMember 2012-01-01 2012-12-31 0001468174 us-gaap:CommonClassBMember 2014-01-01 2014-12-31 0001468174 h:RelatedPartyOtherServicesMember 2014-01-01 2014-12-31 0001468174 h:RelatedPartyMember 2014-12-31 0001468174 h:RelatedPartyLegalServicesMember 2014-01-01 2014-12-31 0001468174 us-gaap:EquityMethodInvesteeMember 2013-01-01 2013-12-31 0001468174 us-gaap:WeightedAverageMember us-gaap:CommonClassBMember 2013-01-01 2013-12-31 0001468174 h:RelatedPartyOtherServicesMember 2012-01-01 2012-12-31 0001468174 us-gaap:CommonClassBMember 2013-01-01 2013-12-31 0001468174 h:RelatedPartyLegalServicesMember 2013-01-01 2013-12-31 0001468174 us-gaap:MaximumMember 2014-12-31 0001468174 us-gaap:EquityMethodInvesteeMember 2014-12-31 0001468174 h:RelatedPartyOtherServicesMember 2013-01-01 2013-12-31 0001468174 h:RelatedPartyMember 2012-01-01 2012-12-31 0001468174 h:RelatedPartyOtherServicesMember 2013-12-31 0001468174 us-gaap:WeightedAverageMember us-gaap:CommonClassBMember 2014-01-01 2014-12-31 0001468174 us-gaap:EquityMethodInvesteeMember 2012-01-01 2012-12-31 0001468174 us-gaap:EquityMethodInvesteeMember 2013-12-31 0001468174 us-gaap:EquityMethodInvesteeMember 2014-01-01 2014-12-31 0001468174 us-gaap:MinimumMember 2014-12-31 0001468174 h:RelatedPartyLegalServicesMember 2013-12-31 0001468174 h:RelatedPartyLegalServicesMember 2014-12-31 0001468174 h:RelatedPartyOtherServicesMember 2014-12-31 0001468174 us-gaap:IntersegmentEliminationMember 2014-01-01 2014-12-31 0001468174 us-gaap:CorporateAndOtherMember 2012-01-01 2012-12-31 0001468174 us-gaap:IntersegmentEliminationMember 2012-01-01 2012-12-31 0001468174 us-gaap:OperatingSegmentsMember h:AsiaPacificManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 us-gaap:OperatingSegmentsMember h:AsiaPacificManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 us-gaap:OperatingSegmentsMember h:EameAndSouthwestAsiaManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 us-gaap:OperatingSegmentsMember h:OwnedAndLeasedHotelsMember 2014-01-01 2014-12-31 0001468174 us-gaap:OperatingSegmentsMember h:EameAndSouthwestAsiaManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 us-gaap:OperatingSegmentsMember h:AmericasManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 us-gaap:OperatingSegmentsMember h:AsiaPacificManagementAndFranchisingMember 2012-01-01 2012-12-31 0001468174 us-gaap:OperatingSegmentsMember h:EameAndSouthwestAsiaManagementAndFranchisingMember 2012-01-01 2012-12-31 0001468174 us-gaap:OperatingSegmentsMember h:AmericasManagementAndFranchisingMember 2012-01-01 2012-12-31 0001468174 us-gaap:OperatingSegmentsMember h:OwnedAndLeasedHotelsMember 2012-01-01 2012-12-31 0001468174 us-gaap:OperatingSegmentsMember h:OwnedAndLeasedHotelsMember 2013-01-01 2013-12-31 0001468174 us-gaap:IntersegmentEliminationMember 2013-01-01 2013-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:AsiaPacificManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:AmericasManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:EameAndSouthwestAsiaManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 us-gaap:OperatingSegmentsMember h:AmericasManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:AmericasManagementAndFranchisingMember 2012-01-01 2012-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:AsiaPacificManagementAndFranchisingMember 2012-01-01 2012-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:EameAndSouthwestAsiaManagementAndFranchisingMember 2012-01-01 2012-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:AsiaPacificManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:EameAndSouthwestAsiaManagementAndFranchisingMember 2013-01-01 2013-12-31 0001468174 us-gaap:IntersegmentEliminationMember h:AmericasManagementAndFranchisingMember 2014-01-01 2014-12-31 0001468174 h:AsiaPacificManagementAndFranchisingMember 2013-12-31 0001468174 us-gaap:IntersegmentEliminationMember 2014-12-31 0001468174 h:AsiaPacificManagementAndFranchisingMember 2014-12-31 0001468174 us-gaap:IntersegmentEliminationMember 2013-12-31 0001468174 h:EameAndSouthwestAsiaManagementAndFranchisingMember 2014-12-31 0001468174 h:EameAndSouthwestAsiaManagementAndFranchisingMember 2013-12-31 0001468174 h:CountriesOutsideUnitedStatesMember 2013-01-01 2013-12-31 0001468174 h:CountriesOutsideUnitedStatesMember 2012-01-01 2012-12-31 0001468174 h:CountriesOutsideUnitedStatesMember 2014-12-31 0001468174 country:US 2014-01-01 2014-12-31 0001468174 country:US 2013-12-31 0001468174 country:US 2012-01-01 2012-12-31 0001468174 h:CountriesOutsideUnitedStatesMember 2014-01-01 2014-12-31 0001468174 h:CountriesOutsideUnitedStatesMember 2013-12-31 0001468174 country:US 2013-01-01 2013-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2014-01-01 2014-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2012-01-01 2012-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2013-01-01 2013-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2012-01-01 2012-12-31 0001468174 us-gaap:StockAppreciationRightsSARSMember 2013-01-01 2013-12-31 0001468174 us-gaap:RestrictedStockUnitsRSUMember 2014-01-01 2014-12-31 0001468174 h:HyattRegencyIndianapolisMember us-gaap:SubsequentEventMember 2015-02-01 2015-02-28 0001468174 2014-10-01 2014-12-31 0001468174 2013-10-01 2013-12-31 0001468174 2013-04-01 2013-06-30 0001468174 2013-07-01 2013-09-30 0001468174 2014-07-01 2014-09-30 0001468174 2014-01-01 2014-03-31 0001468174 2014-04-01 2014-06-30 0001468174 2013-01-01 2013-03-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2012-01-01 2012-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2013-01-01 2013-12-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2014-01-01 2014-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2013-01-01 2013-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2012-01-01 2012-12-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2013-01-01 2013-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2012-01-01 2012-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2013-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2014-01-01 2014-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2012-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2011-12-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2012-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2011-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2013-12-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2014-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2014-01-01 2014-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2014-12-31 0001468174 us-gaap:AllowanceForTradeReceivablesMember 2012-12-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2011-12-31 0001468174 us-gaap:AllowanceForNotesReceivableMember 2014-12-31 0001468174 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2013-12-31 xbrli:pure h:Hotels iso4217:USD xbrli:shares xbrli:shares iso4217:USD h:Countries h:Rooms h:Derivatives h:sub-loan iso4217:BRL iso4217:EUR false --12-31 FY 2014 2014-12-31 10-K 0001468174 36880550 111405463 Yes Large Accelerated Filer 2459100000 Hyatt Hotels Corp No Yes h 8000000 12000000 0 P2Y P6Y P3Y P4Y P2Y 0 5000000 5000000 7000000 6000000 0 0 3000000 69000000 10000000 1000000 0 20000000 0 P25Y 250000000 1000000 50000000 30000000 20000000 1000000 0 35000000 0 24000000 21000000 14000000 4000000 11000000 3790000000 958000000 984000000 973000000 1036000000 3951000000 1021000000 1043000000 1032000000 1040000000 4136000000 0.99460 0.99864 0.99571 0.99846 0.99498 519000000 733000000 948000000 7000000 -4000000 -8000000 0.754 0.000 -0.015 0 0 0 0 0 0 0 0 0 2000000 0 2000000 0 7000000 1000000 5000000 1000000 11000000 2000000 8000000 1000000 0 0 -3000000 0 -3000000 0 -9000000 0 -2000000 -7000000 0 0.03 0 170000000 156000000 2000000 -6000000 0 0 29000000 0 -5000000 18000000 6000000 8000000 133000000 3000000 4000000 1000000 1000000 0 1000000 10000000 123000000 110000000 2000000 3000000 1000000 1000000 0 0 7000000 103000000 -40000000 -7000000 4000000 0 0 0 0 0 0 6000000 66000000 307000000 256000000 86000000 63000000 7000000 37000000 75000000 96000000 77000000 94000000 342000000 292000000 83000000 72000000 6000000 32000000 89000000 103000000 94000000 101000000 387000000 327000000 88000000 77000000 4000000 29000000 21000000 18000000 3000000 34000000 35000000 -1000000 15000000 12000000 3000000 0.00 -0.01 0.01 0.00 -0.01 0.01 0 128000000 0 0 128000000 0 263 5 280 275 4 4 4 1881 113467 37638 4 4 4 187 253 1 7 4 2 4 4 1 52 7 27 6 21 9 5 38 125000000 1543000000 1622000000 1707000000 29000000 32000000 35000000 0 -5000000 3000000 133000000 133000000 78000000 20000000 21000000 22000000 15000000 78000000 21000000 23000000 24000000 7000000 75000000 1543000000 1456000000 43000000 29000000 388000000 403000000 406000000 425000000 1622000000 1482000000 74000000 45000000 416000000 440000000 431000000 420000000 1707000000 1550000000 74000000 53000000 0.225 0.775 0.168 0.579 0.04 0.02 0.05 0.01 0.218 0.749 0 -5000000 0 -23000000 -19000000 P7Y 0.95 73000000 68000000 80000000 87000000 87000000 601000000 71000000 42000000 100000000 74000000 68000000 59000000 91000000 60000000 1467000000 310000000 51000000 581000000 116000000 88000000 97000000 4000000 0 466000000 321000000 42000000 44000000 23000000 714000000 74000000 232000000 311000000 97000000 44000000 498000000 395000000 42000000 23000000 870000000 232000000 51000000 403000000 97000000 21000000 0 7000000 P5Y6M 63000000 39000000 0 606000000 199000000 46000000 26000000 442000000 -107000000 0 680000000 233000000 50000000 40000000 471000000 -114000000 0 728000000 253000000 44000000 40000000 522000000 -131000000 0 0 0 0 0 46.98 41.29 43.44 49.39 35000000 2497366 387711 39.76 49.39 16000000 0 March 2013 January 1, 2012 March 2014 March 2017 January 1, 2013 January 1, 2014 March 2015 P7Y2M1D P9Y1M13D P3Y3M29D 18000000 1000000 1000000 0 20000000 0 0 1000000 19000000 0 45.43 46.37 18000000 0 18000000 0 0 0 0 22000000 0 22000000 0 0 0 0 45000000 0 45000000 0 0 0 0 P4Y4M13D 1000000 1000000 0 1000000 0 0 0 0 2000000 0 2000000 0 0 0 0 2000000 0 2000000 0 0 0 0 0 0 41.64 41.36 57.79 60.20 104000000 94000000 64000000 0 25000000 133000000 130000000 90000000 62000000 411000000 94000000 468000000 132000000 2345000000 2022000000 -67000000 -6000000 -7000000 0 -54000000 -68000000 -5000000 -7000000 6000000 -62000000 -160000000 -5000000 -6000000 6000000 -155000000 P17Y P7Y P20Y P4Y P79Y P14M P5Y P26Y P24Y P111Y P11Y 3015000000 2621000000 1000000 14000000 8000000 3000000 17000000 8000000 23000000 13000000 10000000 22000000 4000000 31000000 19000000 11000000 13000000 3000000 26000000 25000000 7000000 30000000 1000000 3300 13200 0 148200 0 5200 0 0 14000000 22000000 11000000 0 10000000 17000000 13000000 0 8177000000 368000000 1027000000 101000000 207000000 5726000000 4797000000 -3681000000 8143000000 429000000 1165000000 106000000 184000000 5682000000 4030000000 -3024000000 1163000000 106000000 1709000000 145000000 0 63000000 63000000 7000000 9000000 0 7000000 278000000 280000000 271000000 0 0 278000000 280000000 0 2000000 0 4628000000 3948000000 12000000 15000000 2000000 10000000 6000000 247000000 722000000 265000000 241000000 1000000 12000000 2000000 1000000 7000000 1000000 1000000 4000000 3000000 2000000 4000000 4000000 4000000 6000000 11000000 8000000 1000000 41000000 2000000 7000000 7000000 12000000 5000000 39000000 8000000 31000000 10000000 1000000 4000000 4000000 1000000 3000000 45000000 6000000 199000000 77000000 202000000 716000000 66000000 164000000 186000000 65000000 41000000 11000000 38000000 190000000 72000000 678000000 226000000 207000000 386000000 7000000 0.70 0.082 0.70 12000000 1000000 208000000 17000000 223000000 14000000 24000000 3000000 2000000 2000000 2000000 3000000 12000000 7000000 17000000 80000000 7000000 534000000 413000000 454000000 685000000 71000000 0 0 71000000 70000000 0 0 70000000 -121000000 41000000 231000000 0.01 0.01 0.01 0.01 1000000000 444521875 1000000000 443399875 43620417 112527463 37712763 111405463 43584144 112527463 37676490 111405463 2000000 2000000 120000000 206000000 252000000 -1000000 -2000000 2000000 119000000 32000000 0 0 -1000000 88000000 0 204000000 -1000000 0 0 -2000000 207000000 0 254000000 -92000000 0 0 2000000 344000000 0 86000000 151000000 32000000 75000000 73000000 193000000 9000000 23000000 -76000000 85000000 164000000 36000000 24000000 36000000 -57000000 123000000 207000000 -17000000 14000000 7000000 262000000 284000000 0.0292 0.0392 0.01250 LIBOR 0.05750 0.06875 0.03875 0.05375 0.03375 0.025 0.05 0.0531 0.055 0.0475 0.049 0.050 54000000 9000000 3000000 4000000 0 3000000 0 0.0834 4000000 5000000 5000000 P10Y 334000000 341000000 4000000 3000000 52000000 -11000000 -10000000 -2000000 -5000000 -12000000 14000000 192000000 27000000 4000000 61000000 4000000 383000000 6000000 64000000 49000000 57000000 65000000 -7000000 -28000000 15000000 9000000 -6000000 74000000 149000000 6000000 5000000 77000000 59000000 10000000 8000000 131000000 154000000 5000000 497000000 540000000 11000000 26000000 198000000 196000000 54000000 37000000 27000000 64000000 9000000 60000000 55000000 10000000 161000000 181000000 38000000 36000000 21000000 15000000 366000000 386000000 4000000 2000000 59000000 33000000 18000000 23000000 74000000 66000000 14000000 7000000 14000000 11000000 255000000 312000000 6000000 0 18000000 19000000 19000000 20000000 -7000000 -8000000 0 0 -2000000 1000000 -19000000 -20000000 0.0440 0.0365 0.0410 0.0350 0.0440 0 0 0 21000000 19000000 20000000 1000000 1000000 0 0 6000000 1000000 1000000 1000000 1000000 1000000 0 0 0 -19000000 -20000000 0 1000000 1000000 1000000 1000000 1000000 35000000 33000000 35000000 327000000 320000000 324000000 353000000 20000000 1000000 2000000 323000000 7000000 0 345000000 17000000 1000000 5000000 315000000 7000000 0 354000000 18000000 1000000 6000000 322000000 7000000 0 8000000 0 -3000000 0 -3000000 0 1000000 0 1000000 7000000 5000000 2000000 1549000000 1629000000 1691000000 14000000 47000000 883000000 47000000 0 125000000 55000000 26000000 0 44000000 311000000 65000000 13000000 153000000 80000000 0.53 1.30 2.25 0.53 1.30 2.23 -7000000 -4000000 -8000000 0.083 0.362 0.341 0.350 0.350 0.350 -0.663 0.000 -0.010 -0.274 -0.004 0.017 0.020 0.011 0.004 0.027 -0.032 -0.009 -0.003 0.048 0.034 -0.103 0.002 -0.026 0.025 0.013 0.004 133000000 120000000 20000000 3000000 15000000 2000000 0 5000000 3000000 1000000 6000000 3000000 2000000 8000000 7000000 28000000 5000000 10000000 18000000 18000000 19000000 1000000 3000000 2000000 3000000 1000000 3000000 3000000 0.30 0.70 0.08 0.500 0.500 0.500 0.400 0.500 0.400 0.400 0.237 0.330 0.658 20000000 2000000 3433000000 3204000000 556000000 476000000 519000000 492000000 313000000 315000000 329000000 12000000 17000000 31000000 2481000000 2200000000 12000000 17000000 31000000 2877000000 2728000000 1962000000 1708000000 979000000 978000000 1192000000 320000000 4000000 0 5000000 12000000 33000000 14000000 66000000 4000000 50000000 0 132000000 311000000 9000000 8000000 5000000 20000000 34000000 11000000 32000000 5000000 45000000 6000000 136000000 0.10 0.10 0.10 0.12 P2Y P0Y9M 0.477 0.439 0.0038 0.0019 99000000 10000000 7000000 83000000 9000000 103000000 6000000 13000000 83000000 7000000 100000000 13000000 87000000 0 0 13000000 6000000 13000000 6000000 7000000 0 7000000 0 6000000 1000000 6000000 0 4000000 2000000 1000000 0 0 1000000 3000000 0 3000000 0 3000000 0 3000000 121000000 39000000 82000000 0 126000000 39000000 87000000 5000000 0 3000000 2000000 3000000 0 3000000 348000000 355000000 155000000 9000000 143000000 P40Y P5Y P30Y P20Y 105000000 129000000 29000000 23000000 24000000 24000000 25000000 -3000000 -5000000 8000000 -3000000 -12000000 -3000000 -5000000 -3000000 1376000000 1173000000 133000000 29000000 33000000 0 0 96000000 4000000 147000000 0 33000000 0 0 110000000 4000000 133000000 7000000 17000000 33000000 0 0 100000000 0 14000000 0 14000000 0 10000000 0 10000000 0 226000000 33000000 189000000 4000000 240000000 33000000 203000000 4000000 228000000 33000000 195000000 0 93000000 0 93000000 0 93000000 0 93000000 0 95000000 0 95000000 0 0 0 2000000 2000000 0 2000000 0 -7000000 -4000000 0 -4000000 0 18000000 0 14000000 4000000 0 123000000 0 129000000 106000000 0 111000000 362000000 437000000 75000000 25000000 15000000 30000000 12000000 86000000 243000000 464000000 115000000 0 40000000 52000000 39000000 52000000 2000000 2000000 2000000 0 2000000 0 39000000 51000000 39000000 52000000 13000000 51000000 13000000 52000000 39000000 37000000 39000000 37000000 0 11000000 11000000 2000000 2000000 0 0 0 18000000 256000000 493000000 95000000 321000000 525000000 77000000 65000000 32000000 8000000 112000000 55000000 30000000 56000000 75000000 33000000 182000000 0.53 0.05 0.70 0.35 0.20 1.29 0.36 0.49 0.22 1.21 2.26 0.53 0.05 0.70 0.35 0.19 1.29 0.36 0.49 0.22 1.20 2.24 -22000000 -1000000 25000000 -44000000 -50000000 -54000000 1000000 1000000 -9000000 -1000000 -8000000 8000000 116000000 179000000 -3000000 -4000000 8000000 -14000000 -4000000 5000000 -13000000 26000000 -6000000 -6000000 -3000000 50000000 119000000 267000000 81000000 71000000 186000000 33000000 9000000 28000000 18000000 22000000 -5000000 -9000000 -8000000 -3000000 -8000000 -118000000 -6000000 -19000000 34000000 28000000 43000000 -8000000 -16000000 53000000 -1000000 9000000 8000000 1000000 73000000 18000000 359843 644149 1213941 7000000 7000000 696000000 681000000 591000000 552000000 4000000 8000000 7000000 70000000 65000000 71000000 68000000 66000000 71000000 77000000 17000000 23000000 17000000 11000000 0 0 0 0 334000000 0 0 0 0 4000000 18000000 112000000 30000000 0 20000000 0 46000000 121000000 0 0 0 0 0 0 278000000 0 0 4000000 18000000 112000000 30000000 334000000 20000000 278000000 46000000 121000000 0 0 0 0 341000000 0 0 0 0 3000000 23000000 128000000 130000000 0 23000000 0 34000000 127000000 0 0 0 0 0 0 280000000 0 0 3000000 23000000 128000000 130000000 341000000 23000000 280000000 34000000 127000000 672000000 710000000 254000000 226000000 2000000 2000000 3000000 P17Y 21000000 104000000 65000000 56000000 9000000 7000000 3400000000 368000000 3512000000 429000000 8177000000 8143000000 871000000 106000000 730000000 145000000 0 3000000 3000000 0 0 0.01421 1500000000 1500000000 1296000000 0 1263000000 33000000 1479000000 0 1319000000 160000000 1275000000 130000000 70000000 198000000 0 1373000000 124000000 63000000 68000000 74000000 130000000 78000000 194000000 9000000 1483000000 1390000000 194000000 9000000 864000000 9000000 197000000 2000000 2000000 316000000 1289000000 1381000000 0.0727 0.00171 329000000 310000000 334000000 318000000 655000000 334000000 321000000 679000000 341000000 338000000 59000000 54000000 17000000 2000000 0 596000000 262000000 625000000 284000000 17000000 2000000 0 0 0 0 8000000 4000000 2000000 0 3000000 0 -1000000 0 0 2000000 4000000 4000000 10000000 10000000 3000000 4000000 4000000 11000000 12000000 3000000 4000000 5000000 12000000 12000000 0.24 -124000000 -264000000 -607000000 -489000000 -147000000 373000000 499000000 456000000 473000000 88000000 8000000 112000000 55000000 32000000 207000000 56000000 74000000 32000000 182000000 344000000 -1000000 -2000000 2000000 4000000 0 0 0 4000000 0 0 5409000000 4026000000 1383000000 4871000000 3643000000 1228000000 8000000 1000000 119000000 40000000 130000000 28000000 0 0 28000000 64000000 0 0 64000000 38000000 0 0 38000000 43000000 29000000 0 0 29000000 14000000 0 0 14000000 230000000 39000000 147000000 44000000 141000000 39000000 102000000 0 26000000 64000000 37000000 26000000 15000000 50 8 686000000 39000000 8000000 39000000 34000000 35000000 36000000 503000000 162000000 8000000 24000000 13000000 16000000 20000000 21000000 68000000 36000000 47000000 49000000 26000000 32000000 35000000 62000000 79000000 84000000 15000000 959000000 993000000 2000000 6000000 0 1000000 1000000 2000000 -3000000 1000000 0 6000000 -10000000 -85000000 0 1000000 0 -86000000 29000000 -8000000 -93000000 0 0 -3000000 1000000 1000000 32000000 -1000000 -92000000 0 -1000000 0 0 -1000000 1000000 1000000 0 1000000 0 0 1000000 8000000 8000000 1240000000 1401000000 1000000 1000000 7000000 17000000 -17000000 5000000 -39000000 -38000000 4000000 0 0 48000000 38000000 22000000 136000000 275000000 443000000 44000000 202000000 16000000 164000000 392000000 233000000 190000000 814000000 85000000 548000000 391000000 90000000 428000000 325000000 114000000 370000000 301000000 421000000 67000000 0 5000000 301000000 2000000 1000000 0 283000000 15000000 0 232000000 1000000 0 0 211000000 20000000 0 253000000 1000000 1000000 0 208000000 43000000 0 1000000 1000000 18000000 19000000 0.01 0.01 10000000 10000000 0 0 0 0 122000000 108000000 12000000 47000000 18000000 279000000 56000000 495000000 494000000 345000000 39000000 86000000 57000000 205000000 2000000 -6000000 -14000000 10000000 385000000 249000000 52000000 0 0 28000000 5000000 12000000 19000000 467000000 741000000 320000000 71000000 311000000 220000000 87000000 205000000 346000000 The shorter of the lease term or useful life of asset 7016000000 6208000000 4671000000 4186000000 P50Y P15Y P7Y P3Y P20Y P3Y 4000000 6000000 0 4000000 6000000 0 273000000 274000000 -2000000 0 0 0 -2000000 7000000 0 0 0 7000000 0 1000000 7000000 0 0 11000000 278000000 66000000 0 0 191000000 191000000 0 368000000 44000000 208000000 205000000 184000000 16000000 37000000 10000000 16000000 74000000 74000000 10000000 74000000 359000000 71000000 27000000 9000000 51000000 92000000 46000000 41000000 143000000 5000000 87000000 88000000 11000000 9000000 1821000000 2165000000 2021000000 492000000 572000000 521000000 557000000 2142000000 548000000 592000000 555000000 551000000 2246000000 3949000000 81000000 3000000 14000000 2021000000 93000000 -98000000 3140000000 809000000 975000000 1092000000 1026000000 1091000000 4184000000 86000000 3000000 16000000 2142000000 99000000 -105000000 3270000000 914000000 1074000000 1158000000 1104000000 1079000000 4415000000 88000000 2000000 15000000 2246000000 105000000 -105000000 3476000000 939000000 27000000 24000000 53000000 63000000 316000000 323000000 349000000 249000000 196000000 250000000 347000000 250000000 196000000 250000000 348000000 250000000 250000000 250000000 250000000 250000000 250000000 350000000 22000000 27000000 52000000 P4Y P4Y P4Y P4Y P4Y P4Y P4Y P4Y P4Y P4Y P3Y P3Y P3Y 83768 52222 41.48 50.22 444059 405877 19787 40694 2580 453356 472003 54914 2132 2218 13082 376328 327307 2452 209569 218686 162906 378780 327307 41.29 17.29 35.87 36.86 38.75 43.44 17.95 18.21 46.90 40.56 45.86 49.39 22.57 61.17 41.29 17.29 43.44 17.98 49.39 49.47 22.57 1244471 3578210 1070638 3465584 40.71 43.60 P5Y10M17D P5Y5M1D 468845 41.05 0 0 0 0.0149 0.0118 0.0193 0.4084 0.4067 0.4432 0.25 0.25 1.00 0.25 64000000 50000000 P6Y3M P6Y3M29D P6Y3M15D 30000000 130000000 8000000 4000000 71000 56000 3000000 0 3000000 0 0 0 0 3000000 0 3000000 0 0 0 0 3000000 0 3000000 0 0 0 0 400000000 700000000 444000000 6604768 2906879 7693326 1122000 275000000 120000000 445000000 68000000 136000000 0 136000000 0 0 0 0 275000000 0 275000000 0 0 0 0 445000000 0 445000000 0 0 0 0 4769000000 4627000000 4818000000 -99000000 3380000000 2000000 10000000 1526000000 -1000000 4821000000 -67000000 3263000000 2000000 10000000 1614000000 -1000000 4777000000 -68000000 3015000000 2000000 8000000 1821000000 -1000000 4631000000 -160000000 2621000000 2000000 4000000 2165000000 -1000000 -1000000 0 1000000 0 -2000000 0 0 6000000 30000000 130000000 36273 36273 1000000 1000000 353000000 75000000 53000000 40000000 2000000 2000000 14000000 14000000 8000000 10000000 5000000 2000000 46000000 38000000 24000000 -3000000 3000000 -7000000 3000000 2000000 5000000 -4000000 -1000000 4000000 3000000 27000000 20000000 90000000 10000000 83000000 99000000 11000000 22000000 103000000 11000000 21000000 100000000 13000000 15000000 19000000 5000000 1000000 13000000 4000000 0 7000000 5000000 0 0 0 0 -3000000 0 0 -9000000 0 0 10000000 4000000 62000000 6000000 4000000 1000000 1000000 3000000 6000000 165377328 159189079 154350452 165017485 158544930 153136511 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2013, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2013-04 ("ASU 2013-04"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The provisions of ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not materially impact our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2013, the FASB released Accounting Standards Update No. 2013-05 ("ASU 2013-05"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force).</font><font style="font-family:inherit;font-size:10pt;">&#160;ASU 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not materially impact our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2013, the FASB released Accounting Standards Update No. 2013-11 ("ASU 2013-11"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not materially impact our consolidated financial statements. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In April 2014, the FASB released Accounting Standards Update No. 2014-08 ("ASU 2014-08"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity</font><font style="font-family:inherit;font-size:10pt;">. ASU 2014-08 changes the requirements for reporting discontinued operations and expands the required disclosures surrounding discontinued operations. The provisions of ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted for disposals that have not been reported in previously issued financial statements. We have elected to early adopt ASU 2014-08 and have no disposals which qualify as discontinued operations.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:28px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2014, the FASB released Accounting Standards Update No. 2014-09 (&#8220;ASU 2014-09&#8221;),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606).&#160;</font><font style="font-family:inherit;font-size:10pt;">ASU 2014-09 provides a single, comprehensive revenue recognition model for contracts with customers. The provisions of ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In June 2014, the FASB released Accounting Standards Update No. 2014-10 (&#8220;ASU 2014-10&#8221;),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.&#160;</font><font style="font-family:inherit;font-size:10pt;">ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP and it eliminates an exception provided in the consolidation guidance for development stage enterprises. The provisions of ASU 2014-10 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. When adopted, ASU 2014-10 is not expected to materially impact our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB released Accounting Standards Update No. 2014-15 (&#8220;ASU 2014-15&#8221;),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity&#8217;s Ability to Continue as a Going Concern.&#160;</font><font style="font-family:inherit;font-size:10pt;">ASU 2014-15 provides guidance related to management&#8217;s responsibility to evaluate whether there is substantial doubt about an entity&#8217;s ability to continue as a going concern and the related footnote disclosures. The provisions of ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. When adopted, ASU 2014-15 is not expected to materially impact our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">&#160;&#160;&#160;&#160;ACQUISITIONS, DISPOSITIONS, AND DISCONTINUED OPERATIONS</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We continually assess and execute strategic acquisitions and dispositions to complement our current business.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Acquisitions</font></div><div style="line-height:120%;padding-bottom:13px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Lost Pines Resort and Spa</font><font style="font-family:inherit;font-size:10pt;">&#8212;We hold an </font><font style="font-family:inherit;font-size:10pt;">8.2%</font><font style="font-family:inherit;font-size:10pt;"> interest in the entity which owned the Hyatt Regency Lost Pines Resort and Spa and adjacent land prior to acquisition. Accordingly, we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the year ended December 31, 2014, we purchased the hotel and adjacent land from the joint venture for a net purchase price of approximately </font><font style="font-family:inherit;font-size:10pt;">$164 million</font><font style="font-family:inherit;font-size:10pt;">. As part of the acquisition, we assumed debt of </font><font style="font-family:inherit;font-size:10pt;">$69 million</font><font style="font-family:inherit;font-size:10pt;">, which includes a </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> debt premium (see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">). This transaction has been accounted for as a step acquisition and we recorded a gain of </font><font style="font-family:inherit;font-size:10pt;">$12 million</font><font style="font-family:inherit;font-size:10pt;"> in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income. </font></div><div style="line-height:120%;padding-bottom:13px;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed, which are recorded in our owned and leased hotels segment at the date of acquisition (in millions):</font></div><div style="line-height:120%;padding-bottom:13px;padding-top:6px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Receivables</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inventories</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current portion of long-term debt</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The purchase price allocation for this acquisition created goodwill of </font><font style="font-family:inherit;font-size:10pt;">$17 million</font><font style="font-family:inherit;font-size:10pt;"> at the date of acquisition, of which </font><font style="font-family:inherit;font-size:10pt;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> is deductible for tax purposes. The goodwill is attributable to securing Hyatt's long-term presence in this strategic property. The definite-lived intangibles relate to </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> of advanced bookings, which are being amortized over a useful life of </font><font style="font-family:inherit;font-size:10pt;">14 months</font><font style="font-family:inherit;font-size:10pt;">. The purchase of the Hyatt Regency Lost Pines Resort and Spa has been designated as replacement property in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Park Hyatt New York</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we acquired the recently constructed Park Hyatt New York for a purchase price of approximately </font><font style="font-family:inherit;font-size:10pt;">$392 million</font><font style="font-family:inherit;font-size:10pt;">, including </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> of cash. Of the </font><font style="font-family:inherit;font-size:10pt;">$391 million</font><font style="font-family:inherit;font-size:10pt;"> net purchase price, significant assets acquired include </font><font style="font-family:inherit;font-size:10pt;">$386 million</font><font style="font-family:inherit;font-size:10pt;"> of property and equipment, </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> of inventories, and </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> of prepaids and other assets, which have been recorded in our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as the purchase of Park Hyatt New York has been designated as replacement property in a like-kind exchange.</font></div><div style="line-height:120%;padding-bottom:13px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Grand Hyatt San Antonio</font><font style="font-family:inherit;font-size:10pt;">&#8212;We previously held a </font><font style="font-family:inherit;font-size:10pt;">30%</font><font style="font-family:inherit;font-size:10pt;"> interest and had a </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> investment in the entity which owned the Grand Hyatt San Antonio hotel prior to acquisition. Accordingly, we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the year ended December 31, 2013, we purchased the remaining </font><font style="font-family:inherit;font-size:10pt;">70%</font><font style="font-family:inherit;font-size:10pt;"> interest in this entity for </font><font style="font-family:inherit;font-size:10pt;">$16 million</font><font style="font-family:inherit;font-size:10pt;"> and the repayment of </font><font style="font-family:inherit;font-size:10pt;">$44 million</font><font style="font-family:inherit;font-size:10pt;"> of mezzanine debt that was held at the hospitality venture prior to our acquisition. This transaction has been accounted for as a step acquisition, which resulted in a </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> loss on our previously held equity investment that was recorded in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income. During the year ended December&#160;31, 2014, we recorded revisions to our initial purchase price allocation.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):</font></div><div style="line-height:120%;padding-top:6px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted cash</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">226</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liability</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt, net of bond discount</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">186</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">199</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The purchase price allocation for this acquisition created goodwill of </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> at the date of acquisition. Goodwill of </font><font style="font-family:inherit;font-size:10pt;">$12 million</font><font style="font-family:inherit;font-size:10pt;"> is deductible for tax purposes. The definite-lived intangibles are comprised of </font><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> of lease related intangibles and </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> of advanced bookings. The lease related intangibles are being amortized over a weighted average useful life of </font><font style="font-family:inherit;font-size:10pt;">79 years</font><font style="font-family:inherit;font-size:10pt;"> and the advanced bookings are being amortized over a useful life of </font><font style="font-family:inherit;font-size:10pt;">4 years</font><font style="font-family:inherit;font-size:10pt;">. As a result of our completion of this step acquisition, we recorded a </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> reduction to our existing deferred tax asset related to Grand Hyatt San Antonio, resulting in a net deferred tax asset of </font><font style="font-family:inherit;font-size:10pt;">$5 million</font><font style="font-family:inherit;font-size:10pt;">, which relates primarily to property and equipment and intangibles. As part of the acquisition, we assumed outstanding Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B, see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">. We also wrote-off </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;"> of contract acquisition costs, which has been recorded on our consolidated statements of income within our Americas management and franchising segment, see Note 9. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Orlando</font><font style="font-family:inherit;font-size:10pt;color:#ff0000;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we acquired The Peabody in Orlando, Florida for a total purchase price of approximately </font><font style="font-family:inherit;font-size:10pt;">$716 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):</font></div><div style="line-height:120%;padding-top:6px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaids and other current assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">678</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">722</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">716</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The </font><font style="font-family:inherit;font-size:10pt;">$716 million</font><font style="font-family:inherit;font-size:10pt;"> purchase price consists of </font><font style="font-family:inherit;font-size:10pt;">$678 million</font><font style="font-family:inherit;font-size:10pt;"> of property and equipment, which have been included in our owned and leased hotels segment, </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> of definite-lived intangibles, which have been included in our owned and leased hotels segment, and </font><font style="font-family:inherit;font-size:10pt;">$31 million</font><font style="font-family:inherit;font-size:10pt;"> of definite-lived intangibles, which have been included in our Americas management and franchising segment. The definite-lived intangibles are comprised of </font><font style="font-family:inherit;font-size:10pt;">$31 million</font><font style="font-family:inherit;font-size:10pt;"> of management intangibles and </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> of advanced bookings that are being amortized over a useful life of </font><font style="font-family:inherit;font-size:10pt;">20 years</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">7 years</font><font style="font-family:inherit;font-size:10pt;">, respectively. The fair value asset allocation determined that the purchase price approximated the fair value of the assets acquired and there was </font><font style="font-family:inherit;font-size:10pt;">no</font><font style="font-family:inherit;font-size:10pt;"> goodwill. We began managing this property in the year ended December, 31, 2013, as the Hyatt Regency Orlando. See "Like-Kind Exchange Agreements" below, as the purchase of Hyatt Regency Orlando was designated as a replacement property in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">The Driskill</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we acquired The Driskill hotel in Austin, Texas ("The Driskill") for a purchase price of approximately </font><font style="font-family:Times New Roman;font-size:10pt;">$85 million</font><font style="font-family:inherit;font-size:10pt;">. The Driskill has a long-standing presence in a market which we view as a key location for our guests. Due to the iconic nature of the hotel and its membership in the Historic Hotels of America and Associated Luxury Hotels International, we chose to retain The Driskill name. Of the total </font><font style="font-family:Times New Roman;font-size:10pt;">$85 million</font><font style="font-family:inherit;font-size:10pt;"> purchase price, significant assets acquired consist of </font><font style="font-family:Times New Roman;font-size:10pt;">$72 million</font><font style="font-family:inherit;font-size:10pt;"> of property and equipment, a </font><font style="font-family:Times New Roman;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> indefinite-lived brand intangible, a </font><font style="font-family:Times New Roman;font-size:10pt;">$5 million</font><font style="font-family:inherit;font-size:10pt;"> management intangible and </font><font style="font-family:Times New Roman;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> of other assets which have been included primarily in our owned and leased hotels segment. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Birmingham</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2012, we acquired the Hyatt Regency Birmingham in the United Kingdom for a total purchase price of approximately </font><font style="font-family:inherit;font-size:10pt;">$44 million</font><font style="font-family:inherit;font-size:10pt;">, including </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> of cash. Of the total purchase price of </font><font style="font-family:inherit;font-size:10pt;">$44 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$38 million</font><font style="font-family:inherit;font-size:10pt;"> was property and equipment and the remaining assets acquired relate to working capital, all of which have been recorded in our owned and leased hotels segment. The fair value asset allocation determined that the purchase price approximated the fair value of the property and equipment acquired and there was no goodwill.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Mexico City</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2012, we acquired all of the outstanding shares of capital stock of a company that owned a full service hotel in Mexico City, Mexico in order to expand our presence in the region. The total purchase price was approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$202&#160;million</font><font style="font-family:inherit;font-size:10pt;">. As part of the purchase, we acquired cash and cash equivalents of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$12&#160;million</font><font style="font-family:inherit;font-size:10pt;">, resulting in a net purchase price of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$190&#160;million</font><font style="font-family:inherit;font-size:10pt;">. We began managing this property during the second quarter of 2012 as the Hyatt Regency Mexico City.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed for Hyatt Regency Mexico City as of the acquisition date, primarily in our owned and leased hotels segment (in millions):</font></div><div style="line-height:120%;padding-top:6px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other current assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land, property, and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">190</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other long-term liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">202</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The acquisition created goodwill of </font><font style="font-family:inherit;font-size:10pt;">$29 million</font><font style="font-family:inherit;font-size:10pt;"> at the date of acquisition, which is not deductible for tax purposes and is recorded within our owned and leased hotels segment. The definite-lived intangibles, which are substantially comprised of management intangibles, are being amortized over a weighted average useful life of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">17 years</font><font style="font-family:inherit;font-size:10pt;">. The other long-term liabilities consist of a </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$41&#160;million</font><font style="font-family:inherit;font-size:10pt;"> deferred tax liability, the majority of which relates to property and equipment.</font></div><div style="line-height:120%;padding-top:18px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Dispositions</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Place 2014</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> Hyatt Place properties located in Texas and North and South Carolina for a total of </font><font style="font-family:inherit;font-size:10pt;">$51 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to unrelated third parties. These transactions resulted in pre-tax gains of approximately </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into long-term franchise agreements with the purchasers of the hotels. The gains have been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December&#160;31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale were held as restricted for use in a potential like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Park Hyatt Toronto</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold Park Hyatt Toronto for </font><font style="font-family:inherit;font-size:10pt;">$88 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;">$49 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Due to Canadian tax regulations, </font><font style="font-family:inherit;font-size:10pt;">$41 million</font><font style="font-family:inherit;font-size:10pt;"> of the proceeds have been classified as restricted cash on our consolidated balance sheets as of December 31, 2014.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Vancouver</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold Hyatt Regency Vancouver for </font><font style="font-family:inherit;font-size:10pt;">$116 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;">$64 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Due to Canadian tax regulations, </font><font style="font-family:inherit;font-size:10pt;">$46 million</font><font style="font-family:inherit;font-size:10pt;"> of the proceeds have been classified as restricted cash on our consolidated balance sheets as of December 31, 2014.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Place, Hyatt House 2014</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold </font><font style="font-family:inherit;font-size:10pt;">thirty-eight</font><font style="font-family:inherit;font-size:10pt;"> select service properties for a total of </font><font style="font-family:inherit;font-size:10pt;">$581 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party. This transaction resulted in a pre-tax gain of approximately </font><font style="font-family:inherit;font-size:10pt;">$153 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into long-term franchise agreements with the purchaser of the hotels. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December&#160;31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale of </font><font style="font-family:inherit;font-size:10pt;">twenty-one</font><font style="font-family:inherit;font-size:10pt;"> of the hotels have been used in a like-kind exchange and proceeds from the sale of </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> of the hotels have been held as restricted for use in a potential like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Park Hyatt Washington</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold Park Hyatt Washington for </font><font style="font-family:inherit;font-size:10pt;">$97 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;">$57 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Residential Group</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold our vacation ownership business, which included an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel, to an unrelated third party for approximately </font><font style="font-family:inherit;font-size:10pt;">$220 million</font><font style="font-family:inherit;font-size:10pt;">, net of working capital adjustments, resulting in a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;">$80 million</font><font style="font-family:inherit;font-size:10pt;">. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December&#160;31, 2014. We have entered into a master license agreement with the purchaser and will receive recurring annual license fees under this agreement, which will be recorded in management and franchise fees within our corporate and other segment on our consolidated statements of income. The Hyatt Residence Club and the vacation ownership resorts will retain the Hyatt Residence Club brand. The operating results and financial position of Hyatt Residential Group prior to the sale remain primarily within our corporate and other segment.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt, Hyatt Place, Hyatt House 2014</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2014, we sold </font><font style="font-family:inherit;font-size:10pt;">nine</font><font style="font-family:inherit;font-size:10pt;"> select service properties and </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> full service property for a total of </font><font style="font-family:inherit;font-size:10pt;">$311 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party. In connection with the sale, we transferred net cash and cash equivalents of </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;">, resulting in a net sales price of </font><font style="font-family:inherit;font-size:10pt;">$310 million</font><font style="font-family:inherit;font-size:10pt;">. This transaction resulted in a pre-tax gain of approximately </font><font style="font-family:inherit;font-size:10pt;">$65 million</font><font style="font-family:inherit;font-size:10pt;">. The properties will remain Hyatt-branded hotels for a minimum of </font><font style="font-family:inherit;font-size:10pt;">25 years</font><font style="font-family:inherit;font-size:10pt;"> under long-term agreements. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December&#160;31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Place 2014</font><font style="font-family:inherit;font-size:10pt;"> and the </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Place, Hyatt House 2014</font><font style="font-family:inherit;font-size:10pt;"> dispositions noted above contributed to the significant change in the number of our franchised outlets during the year, which increased from </font><font style="font-family:inherit;font-size:10pt;">187</font><font style="font-family:inherit;font-size:10pt;"> properties as of December 31, 2013 to </font><font style="font-family:inherit;font-size:10pt;">253</font><font style="font-family:inherit;font-size:10pt;"> properties as of December 31, 2014. </font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Key West</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Hyatt Key West for </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;">$61 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Andaz Napa</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Andaz Napa for </font><font style="font-family:Times New Roman;font-size:10pt;">$71 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Andaz Savannah</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Andaz Savannah for </font><font style="font-family:Times New Roman;font-size:10pt;">$42 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.</font><font style="font-family:Arial;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">See "Like-Kind Exchange Agreements" below.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Denver Tech</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Hyatt Regency Denver Tech for </font><font style="font-family:Times New Roman;font-size:10pt;">$59 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the purchaser of the hotel. The sale resulted in a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;">$26 million</font><font style="font-family:inherit;font-size:10pt;">, which has been recognized in gains on sales of real estate and other on our consolidated statements of income for the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Regency Santa Clara</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Hyatt Regency Santa Clara for </font><font style="font-family:Times New Roman;font-size:10pt;">$91 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, and entered into a long-term management agreement with the purchaser of the property. At the time of the sale, the transaction resulted in an insignificant loss, which has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December&#160;31, 2013. As part of the sale agreement, we achieved an additional earn-out of </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> based on the hotel's performance in 2013. This payment was received during the year ended December&#160;31, 2014. The gain is being deferred and recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Fisherman's Wharf</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Hyatt Fisherman's Wharf for </font><font style="font-family:Times New Roman;font-size:10pt;">$100 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;">$55 million</font><font style="font-family:inherit;font-size:10pt;">, which has been recognized in gains on sales of real estate and other on our consolidated statements of income for the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Santa Barbara</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold Hyatt Santa Barbara for </font><font style="font-family:Times New Roman;font-size:10pt;">$60 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;">$44 million</font><font style="font-family:inherit;font-size:10pt;">, which has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Place 2013</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> Hyatt Place properties for a combined </font><font style="font-family:Times New Roman;font-size:10pt;">$68 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of approximately </font><font style="font-family:Times New Roman;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;">. The Company retained long-term management agreements with the purchaser of the hotels. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contracts, within our Americas management and franchising segment. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Artwork</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December 31, 2013, we sold artwork to an unrelated third party and recognized a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;">$29 million</font><font style="font-family:inherit;font-size:10pt;"> which was recognized in other income (loss), net on our consolidated statements of income, see Note </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;">. See "Like-Kind Exchange Agreements" below.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Hyatt Place and Hyatt House 2012</font><font style="font-family:inherit;font-size:10pt;">&#8212;During 2012, we sold </font><font style="font-family:inherit;font-size:10pt;">seven</font><font style="font-family:inherit;font-size:10pt;"> Hyatt Place properties and </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> Hyatt House property for a combined </font><font style="font-family:inherit;font-size:10pt;">$87 million</font><font style="font-family:inherit;font-size:10pt;">, net of closing costs, to an unrelated third party, resulting in a </font><font style="font-family:inherit;font-size:10pt;">pre-</font><font style="font-family:inherit;font-size:10pt;">tax gain of </font><font style="font-family:inherit;font-size:10pt;">$14 million</font><font style="font-family:inherit;font-size:10pt;">. The Company entered into </font><font style="font-family:inherit;font-size:10pt;">long-</font><font style="font-family:inherit;font-size:10pt;">term management agreements with the purchaser of the hotels. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contracts, within our Americas management and franchising segment. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See &#8220;</font><font style="font-family:inherit;font-size:10pt;">Like-</font><font style="font-family:inherit;font-size:10pt;">Kind Exchange Agreements,&#8221; below.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As a result of certain of the </font><font style="font-family:inherit;font-size:10pt;">above-</font><font style="font-family:inherit;font-size:10pt;">mentioned dispositions, we have agreed to provide indemnifications to </font><font style="font-family:inherit;font-size:10pt;">third-</font><font style="font-family:inherit;font-size:10pt;">party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire, or until the agreed upon contract terms expire.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Like-</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Kind Exchange Agreements</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Periodically, we enter into like-kind exchange agreements upon the disposition of certain hotels. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by an intermediary. The proceeds are recorded to restricted cash on our consolidated balance sheets and released once they are utilized as part of a like-kind exchange agreement or when a like-kind exchange agreement is not completed within the allowable time period.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the 2014 sale of five Hyatt Place properties we entered into like-kind exchange agreements with an intermediary. Pursuant to the like-kind exchange agreements, the combined net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$51 million</font><font style="font-family:inherit;font-size:10pt;"> from the sales of these hotels were placed into an escrow account administered by an intermediary. Accordingly, we classified net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$51 million</font><font style="font-family:inherit;font-size:10pt;"> related to the properties as restricted cash on our consolidated balance sheets as of December 31, 2014. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the sale of </font><font style="font-family:inherit;font-size:10pt;">thirty-eight</font><font style="font-family:inherit;font-size:10pt;"> select service properties during the year ended December 31, 2014, we entered into a like-kind exchange agreements with an intermediary for </font><font style="font-family:inherit;font-size:10pt;">twenty-seven</font><font style="font-family:inherit;font-size:10pt;"> of the select service hotels. During the year ended December 31, 2014, we classified net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$403 million</font><font style="font-family:inherit;font-size:10pt;"> from the sale of these </font><font style="font-family:inherit;font-size:10pt;">twenty-seven</font><font style="font-family:inherit;font-size:10pt;"> properties as restricted cash. Of this total, we released net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$311 million</font><font style="font-family:inherit;font-size:10pt;"> related to </font><font style="font-family:inherit;font-size:10pt;">twenty-one</font><font style="font-family:inherit;font-size:10pt;"> of the select service hotels from restricted cash as they were utilized as part of the like-kind exchange agreement to acquire the Park Hyatt New York. Accordingly, we classified net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$92 million</font><font style="font-family:inherit;font-size:10pt;"> related to the remaining </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> properties as restricted cash on our consolidated balance sheets as of December 31, 2014.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the 2014 sale of the Park Hyatt Washington we entered into a like-kind exchange agreement with an intermediary. Pursuant to the like-kind exchange agreement, the net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$97 million</font><font style="font-family:inherit;font-size:10pt;"> from the sale of this hotel were placed into an escrow account administered by an intermediary. During the year ended December 31, 2014, these net proceeds were utilized as part of the </font><font style="font-family:inherit;font-size:10pt;">like-</font><font style="font-family:inherit;font-size:10pt;">kind exchange agreement to acquire the Hyatt Regency Grand Cypress (see Note </font><font style="font-family:inherit;font-size:10pt;">11</font><font style="font-family:inherit;font-size:10pt;">).</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the sale of </font><font style="font-family:inherit;font-size:10pt;">nine</font><font style="font-family:inherit;font-size:10pt;"> select service properties and </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> full service property during the year ended December 31, 2014, we entered into a like-kind exchange agreement with an intermediary for </font><font style="font-family:inherit;font-size:10pt;">seven</font><font style="font-family:inherit;font-size:10pt;"> of the select service hotels. During the year ended December 31, 2014, we recorded and released net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$232 million</font><font style="font-family:inherit;font-size:10pt;"> from restricted cash as they were utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Orlando. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the 2013 sales of Andaz Napa, Hyatt Regency Denver Tech, Hyatt Regency Santa Clara, Hyatt Fisherman's Wharf, and Hyatt Key West, we entered into like-kind exchange agreements with an intermediary. Pursuant to the like-kind exchange agreements, the combined net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$395 million</font><font style="font-family:inherit;font-size:10pt;"> from the sales of these hotels were placed into an escrow account administered by an intermediary. During the year ended December 31, 2013, </font><font style="font-family:inherit;font-size:10pt;">$321 million</font><font style="font-family:inherit;font-size:10pt;"> of these net proceeds were utilized in a </font><font style="font-family:inherit;font-size:10pt;">like-</font><font style="font-family:inherit;font-size:10pt;">kind exchange agreement to acquire the Hyatt Regency Orlando and </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;"> of the net proceeds were classified as restricted cash on our consolidated balance sheets as of December 31, 2013. During the year-ended December 31, 2014, the net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;"> were released from restricted cash as they were also utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Orlando. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the 2013 sale of Andaz Savannah, we entered into a like-kind exchange agreement with an intermediary. Pursuant to the like-kind exchange agreement, the net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$42 million</font><font style="font-family:inherit;font-size:10pt;"> from the sale of this hotel were placed into an escrow account administered by an intermediary. During 2013, we released the net proceeds as suitable replacement property was not identified in order to complete the exchange.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2013, we recorded and released the net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$23 million</font><font style="font-family:inherit;font-size:10pt;"> from the first quarter 2013 sales of </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> of the </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> Hyatt Place properties discussed above and released the net proceeds from the 2012 sales of </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> Hyatt Place properties of </font><font style="font-family:inherit;font-size:10pt;">$44 million</font><font style="font-family:inherit;font-size:10pt;"> from restricted cash on our consolidated balance sheets, as suitable replacement property was not identified in order to complete the exchange. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with the second quarter 2013 sale of artwork, we placed proceeds received into restricted cash pursuant to a like-kind exchange agreement administered by an intermediary. We used a portion of the proceeds to fund artwork purchases and released the remaining amount from restricted cash.</font></div><div style="line-height:120%;padding-top:18px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets Held For Sale</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, we committed to a plan to sell the Hyatt Regency Indianapolis and classified the related assets and liabilities within our owned and leased hotels segment as held for sale at December 31, 2014. Assets held for sale related to this full service hotel were </font><font style="font-family:inherit;font-size:10pt;">$63 million</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">$47 million</font><font style="font-family:inherit;font-size:10pt;"> related to property and equipment, net and </font><font style="font-family:inherit;font-size:10pt;">$14 million</font><font style="font-family:inherit;font-size:10pt;"> related to goodwill. Liabilities held for sale were </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;">. The sale was announced in February 2015 (see Note </font><font style="font-family:inherit;font-size:10pt;">22</font><font style="font-family:inherit;font-size:10pt;">).</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> Included within the </font><font style="font-family:inherit;font-size:10pt;">$243 million</font><font style="font-family:inherit;font-size:10pt;"> in debt guarantees are the following:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="55%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Property Description</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Maximum Guarantee Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Recorded at December 31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Recorded at December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership property</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Brazil</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Hawaii</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Minnesota</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Colorado</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Debt Repayment Guarantees</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables present summarized financial information for all unconsolidated ventures in which we hold an investment that is accounted for under the equity method.</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,192</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">978</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">979</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross operating profit</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">329</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">315</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">313</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income from continuing operations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:9pt;">&#160;</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">476</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">556</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Noncurrent Assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,728</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,877</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,204</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,433</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current Liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">492</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Noncurrent Liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,708</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,962</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,200</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,481</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest income recognized on these impaired loans within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> on our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> for the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="65%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Income</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The expected income tax benefit to be realized at the time of vest related to these plans for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock appreciation rights</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted stock units</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance vested restricted stock</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">MARKETABLE SECURITIES</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We hold marketable securities to fund certain operating programs and for investment purposes. Marketable securities held to fund operating programs are recorded in prepaids and other assets and other assets. We periodically transfer cash and cash equivalents to time deposits, highly liquid and transparent commercial paper, corporate notes and bonds, and U.S. government obligations and obligations of other government agencies for investment purposes, which are recorded in short-term investments. We also hold investments in preferred stock, which is included within other assets. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable Securities Held to Fund Operating Programs</font><font style="font-family:inherit;font-size:10pt;">&#8212;At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, total marketable securities held for the Hyatt Gold Passport Fund (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2</font><font style="font-family:inherit;font-size:10pt;">) and certain deferred compensation plans (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">12</font><font style="font-family:inherit;font-size:10pt;">), carried at fair value and included in the consolidated balance sheets were as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities held by the Hyatt Gold Passport Fund</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">321</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities held to fund deferred compensation plans</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total marketable securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">679</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">655</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current portion of marketable securities held for operating programs included in prepaids and other assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(54</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(59</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable securities included in other assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">625</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">596</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Included in net gains and interest income from marketable securities held to fund operating programs in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> are </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$(1)&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3&#160;million</font><font style="font-family:inherit;font-size:10pt;"> of realized and unrealized gains (losses) and interest income, net related to marketable securities held by the Hyatt Gold Passport Fund for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. Also included are </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$12&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$35&#160;million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$18&#160;million</font><font style="font-family:inherit;font-size:10pt;"> of net realized and unrealized gains related to marketable securities held to fund deferred compensation plans for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable Securities Held for Investment Purposes</font><font style="font-family:inherit;font-size:10pt;">&#8212;At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, our total marketable securities held for investment purposes and included in the consolidated balance sheets were as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Time deposits included in short-term investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Playa preferred shares included in other assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There were no gains (losses) on marketable securities held for investment purposes for the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">. Gains on marketable securities held for investment purposes of </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$17 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively, are included in </font><font style="font-family:inherit;font-size:10pt;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> (see Note </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;">). Included in gains on marketable securities held for investment purposes were gross realized gains and losses on available-for-sale securities of </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, and an insignificant amount for the year ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2013, we invested </font><font style="font-family:inherit;font-size:10pt;">$271 million</font><font style="font-family:inherit;font-size:10pt;"> in Playa for redeemable, convertible preferred shares. Hyatt has the option to convert its preferred shares into shares of common stock at any time through the later of the second anniversary of the closing of our investment or an initial public offering by Playa. The preferred investment is redeemable at Hyatt's option in August 2021. In the event of an initial public offering or other equity issuance, Hyatt has the option to request that Playa redeem up to </font><font style="font-family:inherit;font-size:10pt;">$125 million</font><font style="font-family:inherit;font-size:10pt;"> of preferred shares. As a result, we have classified the preferred investment as an available for sale debt security, which is remeasured quarterly at fair value in the consolidated balance sheets through other comprehensive income. See Note 5 for further detail on the fair value of this preferred investment. The fair value of this investment was:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair value at January 1, recorded in other assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost or amortized cost of initial investment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">271</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross unrealized gains, recorded to other comprehensive income (loss)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross unrealized losses, recorded to other comprehensive income (loss)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair value at December 31, recorded in other assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below provides a reconciliation of the components in other income (loss), net, for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For&#160;the&#160;years&#160;ended&#160;December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance guarantee expense (Note 15)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Realignment costs</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Transaction costs (Note 8)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency losses</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest income</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Guarantee liability amortization (Note 15)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost method investment income (Note 3)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gains on other marketable securities (Note 4)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairment of held-to-maturity investment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gain on sale of artwork (Note 8)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Charitable contribution to Hyatt Hotels Foundation </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt settlement costs (Note 10)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provisions on hotel loans (Note 7)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other income (loss), net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(17</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">17</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth a summary of PSS grants in </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Granted</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">PSSs Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted&#160;Average Grant Date Fair Value (in whole dollars)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Performance Period</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Performance Period Start Date</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">162,906</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">218,686</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.44</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3 years</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">209,569</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2012</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div><div style="line-height:120%;padding-top:12px;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Useful lives assigned to property and equipment are as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="2" rowspan="1"></td></tr><tr><td width="44%" rowspan="1" colspan="1"></td><td width="56%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings and improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15-50 years</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The shorter of the lease term or useful life of asset</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture and equipment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-20 years</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Computers</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-7 years</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">.</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Adjusted EBITDA</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">728</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">680</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">606</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity earnings (losses) from unconsolidated hospitality ventures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gains on sales of real estate and other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">311</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">125</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asset impairments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other income (loss), net</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(80</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(73</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">948</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">733</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(354</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(345</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(353</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(71</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(65</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(70</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provision for income taxes</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(179</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(116</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">344</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">207</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">88</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth a summary of the employee RSU grants in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="49%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Grant Date</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">RSUs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total&#160;Value (in&#160;millions)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vesting Period</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">September 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,452</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">61.17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">February 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">376,328</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,132</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.90</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">September 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,082</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.86</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">June 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,218</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.56</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">453,356</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.44</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,694</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">October 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,580</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">June 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,787</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.87</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">444,059</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The future minimum lease payments due in each of the next five years and thereafter are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Operating Leases</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Capital Leases</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">503</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total minimum lease payments</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">686</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less amount representing interest</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Present value of minimum lease payments</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables held by us as of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> are scheduled to mature as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;text-decoration:underline;">Year Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Secured Financing to Hotel Owners</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016 and Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less allowance</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net financing receivables</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our equity and cost method investment balances recorded at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity method investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">311</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">320</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost method investments</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total investments</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">329</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:8px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the years ended December 31, 2014, 2013, and 2012, we recorded the following impairment charges, which are included in asset impairments on the consolidated statements of income:</font></div><div style="line-height:120%;padding-bottom:8px;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="56%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Definite-lived intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a summary of intangible assets at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average&#160;Useful Lives</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract acquisition costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">355</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">348</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Franchise and management intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">156</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">170</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Lease related intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">155</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Advanced booking intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Brand intangible</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">681</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">696</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated amortization</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(129</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(105</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">552</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">591</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth a summary of the SAR grants in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="40%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Grant Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">SARs&#160;Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Per&#160;SAR&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vesting&#160;Period</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vesting&#160;Start&#160;Month</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">February 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">327,307</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.57</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% annually</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2015</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">472,003</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.95</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% annually</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,914</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.21</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% at vest</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2017</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">405,877</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% annually</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our total unearned compensation for our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">stock-</font><font style="font-family:inherit;font-size:10pt;">based compensation programs as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> for SARs, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> for RSUs and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> for PSSs, which will be recorded to compensation expense primarily over the next </font><font style="font-family:inherit;font-size:10pt;">two years</font><font style="font-family:inherit;font-size:10pt;"> with respect to SARs, with a limited portion of the SAR awards extending to </font><font style="font-family:inherit;font-size:10pt;">four years</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">three years</font><font style="font-family:inherit;font-size:10pt;"> with respect to RSUs, with a limited portion of the RSU awards extending to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">six years</font><font style="font-family:inherit;font-size:10pt;">, and over the next </font><font style="font-family:inherit;font-size:10pt;">two years</font><font style="font-family:inherit;font-size:10pt;"> with respect to PSSs as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td width="23%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2019+</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">SARs</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">RSUs</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">PSSs</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, our total marketable securities held for investment purposes and included in the consolidated balance sheets were as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Time deposits included in short-term investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Playa preferred shares included in other assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables summarize the activity in our financing receivables allowance for the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Secured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vacation Ownership</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unsecured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance at January 1, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;Provision</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;Write-offs</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;Other adjustments*</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance December 31, 2014</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">* Other adjustments to vacation ownership receivables includes removal of the allowance recorded in connection with the sale of our vacation ownership business. </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Secured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vacation Ownership</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unsecured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance at January 1, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Provisions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Write-offs</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Other adjustments</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance at December 31, 2013</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2012, we recorded provisions of </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;"> for vacation ownership mortgage receivables and unsecured financing to hotel owners, respectively. We recorded no provisions for receivables within our secured financing to hotel owners portfolio segment. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value of this investment was:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair value at January 1, recorded in other assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost or amortized cost of initial investment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">271</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross unrealized gains, recorded to other comprehensive income (loss)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross unrealized losses, recorded to other comprehensive income (loss)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair value at December 31, recorded in other assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Acquisitions</font><font style="font-family:inherit;font-size:10pt;">&#8212;Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by us have been included in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, preliminary estimates, options, or commitments specified except as otherwise disclosed in Note </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Cash Equivalents</font><font style="font-family:inherit;font-size:10pt;">&#8212;We consider all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted Cash</font><font style="font-family:inherit;font-size:10pt;">&#8212;We had restricted cash of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$359&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$184&#160;million</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, which includes:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">sales proceeds for like-kind exchange agreements of </font><font style="font-family:inherit;font-size:10pt;">$143 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, that were placed into an escrow account administered by an intermediary (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;">).</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">reserves statutorily required to be held by our captive insurance subsidiary of </font><font style="font-family:inherit;font-size:10pt;">$88 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;">, respectively (see Note </font><font style="font-family:inherit;font-size:10pt;">15</font><font style="font-family:inherit;font-size:10pt;">).</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">proceeds from </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$16 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, drawn on a loan that are being used for the development of a hotel in Brazil (see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">).</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, related to debt service on bonds that were acquired in connection with the acquisition of the entity that owned the Grand Hyatt San Antonio hotel (see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">). In addition, we have </font><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, recorded in other assets.</font></div></td></tr></table><div style="line-height:120%;padding-top:6px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, restricted cash includes </font><font style="font-family:inherit;font-size:10pt;">$87 million</font><font style="font-family:inherit;font-size:10pt;"> for the sales of two Canadian hotels, as the Canadian tax regulations require a portion of the proceeds to be classified as restricted (see Note </font><font style="font-family:inherit;font-size:10pt;">8</font><font style="font-family:inherit;font-size:10pt;">). The remaining restricted cash balances of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$10&#160;million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, relate to secured real estate taxes, property insurance, escrow deposits on purchases of our vacation ownership intervals, escrow deposits on construction projects, security deposits, property and equipment reserves, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term loans. These amounts are invested in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">interest-</font><font style="font-family:inherit;font-size:10pt;">bearing accounts.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other&#8212;</font><font style="font-family:inherit;font-size:10pt;">We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender&#8217;s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with financing obtained for our unconsolidated hospitality ventures, we may provide standard indemnifications to the lender for loss, liability or damage occurring as a result of our actions or actions of the other hospitality venture owners.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. We reasonably recognize a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect that the ultimate resolution of such claims and litigation will have a material effect on our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">COMMITMENTS AND CONTINGENCIES</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the ordinary course of business, we enter into various commitments, guarantees, surety bonds, and letter of credit agreements, which are discussed below:</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Commitments</font><font style="font-family:inherit;font-size:10pt;">&#8212;As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we are committed, under certain conditions, to lend or invest up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$250&#160;million</font><font style="font-family:inherit;font-size:10pt;">, net of any related letters of credit, in various business ventures.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Performance Guarantees</font><font style="font-family:inherit;font-size:10pt;">&#8212;Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. At inception of a performance guarantee, we recognize a guarantee obligation liability for the fair value of our guarantee obligation which we amortize into income using a systematic and rational risk-based approach over the term of the performance guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we record an expense for the separate contingent liability, see Note </font><font style="font-family:inherit;font-size:10pt;">2</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our most significant performance guarantee relates to four managed hotels in France that we began managing in the second quarter of 2013 (&#8220;the four managed hotels in France&#8221;), which has a term of </font><font style="font-family:inherit;font-size:10pt;">7 years</font><font style="font-family:inherit;font-size:10pt;">, with approximately 5 &#189; years remaining, and does not have an annual cap. The remaining maximum exposure related to our performance guarantees at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;">$464 million</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">&#8364;362 million</font><font style="font-family:inherit;font-size:10pt;"> (</font><font style="font-family:inherit;font-size:10pt;">$437 million</font><font style="font-family:inherit;font-size:10pt;"> using exchange rates as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">) relates to the four managed hotels in France.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We had total guarantee liabilities of </font><font style="font-family:inherit;font-size:10pt;">$111 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$129 million</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, which included </font><font style="font-family:inherit;font-size:10pt;">$103 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$123 million</font><font style="font-family:inherit;font-size:10pt;"> recorded in other long-term liabilities and </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> in accrued expenses and other current liabilities on our consolidated balance sheets, respectively. Our total guarantee liabilities are comprised of the fair value of the guarantee obligation liabilities recorded upon inception (net of amortization) and any separate contingent liabilities, net of cash payments. Performance guarantee expense and income from amortization of the guarantee obligation liabilities are recorded in other income (loss), net on the consolidated statements of income, see Note </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table details the total performance guarantee liability (inclusive of the initial guarantee liability, net of amortization and the contingent liability, net of cash payments) related to the four managed hotels in France:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="72%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning balance, January 1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Initial guarantee obligation liability upon inception</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of initial guarantee obligation liability into income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance guarantee expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (payments) receipts during the year</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency exchange gain (loss)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Ending balance, December 31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">106</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additionally, we enter into certain management contracts where we have the right, but not an obligation, to make payments to certain hotel owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner may have the option to terminate the management contract. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, there were </font><font style="font-family:inherit;font-size:10pt;">no</font><font style="font-family:inherit;font-size:10pt;"> amounts recorded in accrued expenses and other current liabilities related to these performance test clauses.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Debt Repayment Guarantees</font><font style="font-family:inherit;font-size:10pt;">&#8212;We have entered into various debt repayment guarantees primarily related to our unconsolidated hospitality venture investments in certain properties. The maximum exposure under these agreements as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;">$243 million</font><font style="font-family:inherit;font-size:10pt;">. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we had a </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> liability representing the carrying value of these guarantees recorded within other long-term liabilities on our consolidated balance sheets with an offset to investments. Included within the </font><font style="font-family:inherit;font-size:10pt;">$243 million</font><font style="font-family:inherit;font-size:10pt;"> in debt guarantees are the following:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="55%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Property Description</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Maximum Guarantee Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Recorded at December 31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Recorded at December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership property</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Brazil</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Hawaii</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Minnesota</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel property in Colorado</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Debt Repayment Guarantees</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">With respect to debt repayment guarantees related to certain unconsolidated hospitality venture properties, the Company has agreements with its respective partners that require each partner to pay a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">pro-</font><font style="font-family:inherit;font-size:10pt;">rata portion of the guarantee amount based on each partner&#8217;s ownership percentage. In relation to the vacation ownership property debt repayment guarantee, for which we no longer have an investment in the unconsolidated venture, we have the ability to fully recover from third parties any amounts we may be required to fund. Assuming successful enforcement of these agreements with our respective partners and third parties, our maximum exposure under the various debt repayment guarantees as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> would be </font><font style="font-family:inherit;font-size:10pt;">$104 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Self Insurance</font><font style="font-family:inherit;font-size:10pt;">&#8212;The Company obtains commercial insurance for potential losses for general liability, workers' compensation, automobile liability, employment practices, crime, property and other miscellaneous coverages. A reasonable amount of risk is retained on a self insurance basis primarily through a U.S. based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductible and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Losses estimated to be paid within </font><font style="font-family:inherit;font-size:10pt;">twelve</font><font style="font-family:inherit;font-size:10pt;"> months are </font><font style="font-family:inherit;font-size:10pt;">$24 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, and are classified within accrued expenses and other current liabilities on the consolidated balance sheets, while losses expected to be payable in later periods are </font><font style="font-family:inherit;font-size:10pt;">$63 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$53 million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, and are included in other long-term liabilities on the consolidated balance sheets. At </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, standby letters of credit amounting to </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> had been issued to provide collateral for the estimated claims, which are guaranteed by us. For further discussion, see the &#8220;Letters of Credit&#8221; section of this footnote.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Collective Bargaining Agreements</font><font style="font-family:inherit;font-size:10pt;">&#8212;At December 31, 2014, approximately </font><font style="font-family:inherit;font-size:10pt;">24%</font><font style="font-family:inherit;font-size:10pt;"> of our U.S. based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe that our employee relations are satisfactory.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Surety Bonds</font><font style="font-family:inherit;font-size:10pt;">&#8212;Surety bonds issued on our behalf totaled </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$94&#160;million</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and primarily relate to workers&#8217; compensation, taxes, licenses, and utilities related to our lodging operations.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Letters of Credit</font><font style="font-family:inherit;font-size:10pt;">&#8212;Letters of credit outstanding on our behalf as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> totaled </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$65&#160;million</font><font style="font-family:inherit;font-size:10pt;">, the majority of which relate to our ongoing operations. Of the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$65&#160;million</font><font style="font-family:inherit;font-size:10pt;"> letters of credit outstanding, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$9&#160;million</font><font style="font-family:inherit;font-size:10pt;"> reduces the available capacity under our revolving credit facility (see Note&#160;</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10</font><font style="font-family:inherit;font-size:10pt;">).</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Capital Expenditures</font><font style="font-family:inherit;font-size:10pt;">&#8212;As part of our ongoing business operations, significant expenditures are required to complete renovation projects that have been approved.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other&#8212;</font><font style="font-family:inherit;font-size:10pt;">We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender&#8217;s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In conjunction with financing obtained for our unconsolidated hospitality ventures, we may provide standard indemnifications to the lender for loss, liability or damage occurring as a result of our actions or actions of the other hospitality venture owners.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. We reasonably recognize a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect that the ultimate resolution of such claims and litigation will have a material effect on our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EMPLOYEE BENEFIT PLANS</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;We sponsor supplemental executive retirement plans consisting of funded and unfunded defined benefit plans for certain former executives. Retirement benefits are based primarily on the former employees&#8217; salary, as defined, and are payable upon satisfaction of certain service and age requirements as defined by the plans.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table shows the change in benefit obligation and the change in fair value of plan assets as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> (the measurement dates), for the unfunded U.S. plan:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in benefit obligation:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit obligation&#8212;beginning of year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial (gain) loss</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits paid</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit obligation&#8212;end of year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in plan assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of plan assets&#8212;beginning of year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actual return on plan assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits paid</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Employer contributions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of plan assets&#8212;end of year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Funded status at end of year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated benefit obligation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts recognized in the consolidated balance sheets as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued current benefit liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued long-term benefit liability</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Funded status</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts recognized in accumulated other comprehensive loss of the unfunded U.S. defined benefit plan at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, consist entirely of unrecognized net losses of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$7&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There are estimated to be insignificant amounts of unrecognized net losses that will be amortized into net periodic benefit cost over the next fiscal year.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Refer to the table below for costs related to the unfunded U.S. plan.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The weighted average assumptions used in the measurement of our benefit obligation as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> (the measurement dates), for the unfunded U.S. plan are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Discount rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.65</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The weighted average assumptions used in the measurement of our net cost as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> (the measurement dates), for the unfunded U.S. plan are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Discount rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Rate of compensation increase</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, are disclosed below. The expected benefits are estimated based on the same assumptions used to measure our benefit obligation at the end of the year and include benefits attributable to estimated future employee service as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020-2024</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Contribution Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;We provide retirement benefits to certain qualified employees under the Retirement Savings Plan (a qualified plan under Internal Revenue Code Section&#160;401(k)), the Field Retirement Plan (a nonqualified plan), and other similar plans. We record expenses related to the Retirement Savings Plan based on a percentage of qualified employee contributions on stipulated amounts; a substantial portion of these contributions are included in the other revenues from managed properties and other costs from managed properties lines in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> as the costs of these programs are largely related to employees located at lodging properties managed by us and are therefore paid for by the property owners. Refer to the table below for costs related to these plans.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Compensation Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;Historically, we provided nonqualified deferred compensation for certain employees through several different plans. In 2010, these plans were consolidated into the one Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"). Contributions and investment elections are determined by the employees. The Company also provides contributions according to preapproved formulas. A portion of these contributions relate to hotel property level employees, which are reimbursable to us and are included in the other revenues from managed properties and other costs from managed properties lines in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, the DCP is fully funded in a rabbi trust. The assets of the DCP are primarily invested in mutual funds, which are recorded in other assets in the consolidated balance sheets (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). The related deferred compensation liability is recorded in other </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term liabilities (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13</font><font style="font-family:inherit;font-size:10pt;">). Refer to the table below for costs related to the DCP.</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Defined benefit plan</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Defined contribution plans</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred compensation plans</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Employee Stock Purchase Program</font><font style="font-family:inherit;font-size:10pt;">&#8212;In 2010, the Company&#8217;s stockholders approved the Hyatt Hotels Corporation Employee Stock Purchase Program (&#8220;ESPP&#8221;), which is designed to qualify under Section&#160;423 of the Internal Revenue Code. The ESPP provides eligible employees with the opportunity to purchase shares of the Company&#8217;s common stock on a quarterly basis through payroll deductions at a price equal to </font><font style="font-family:inherit;font-size:10pt;">95%</font><font style="font-family:inherit;font-size:10pt;"> of the fair market value on the last trading day of each quarter. Enrollment occurs prior to the commencement of the quarter with elections being deducted from payroll during the quarter and the actual purchase of stock is completed subsequent to the quarter close. At the inception of the plan there were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares reserved for issuance under the ESPP which has been deemed to be </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">compensatory. Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">56,000</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">71,000</font><font style="font-family:inherit;font-size:10pt;"> shares were issued under the ESPP during </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Multi-Employer Pension Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.5078125%;border-collapse:collapse;text-align:left;"><tr><td colspan="19" rowspan="1"></td></tr><tr><td width="27%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension Protection Act Zone Status</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contributions</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension Fund</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EIN/Pension Plan Number</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13-1764242/001</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Green </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Yellow </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(2)</sup></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">National Retirement Fund</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13-6130178/001</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Red </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Red </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(2)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Various</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1) As of January 1, 2014</font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2) As of January 1, 2013</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June&#160;30, 2019. Our contributions did not exceed 5% of the total contributions to the pension fund in 2014, 2013, or 2012. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Eligible employees at our owned hotels in Atlanta and Chicago participate in the National Retirement Plan. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on January 31, 2015 and August 31, 2018 for Atlanta and Chicago, respectively. Our contributions did not exceed 5% of the total contributions to the pension fund in 2013 or 2012. At the date these financial statements were issued, Forms 5500 for the National Retirement Plan were not available for the plan year ending in 2014 and therefore we were not able to confirm that our contributions did not exceed 5% of the total contributions. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Multi-Employer Health Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;Certain employees are covered by union sponsored multi-employer health plans pursuant to agreements between us and various unions. The plan benefits can include medical, dental and life insurance for eligible participants and retirees. Our contributions to these plans, which were expensed during 2014, 2013, and 2012, were approximately </font><font style="font-family:inherit;font-size:10pt;">$12 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$12 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Principles of Consolidation</font><font style="font-family:inherit;font-size:10pt;">&#8212;The consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EQUITY AND COST METHOD INVESTMENTS</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have investments that are recorded under both the equity and cost methods. These investments are considered to be an integral part of our business and are strategically and operationally important to our overall results. Our equity and cost method investment balances recorded at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity method investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">311</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">320</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost method investments</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total investments</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">329</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$334 million</font><font style="font-family:inherit;font-size:10pt;"> total investment balance as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$318 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded in our owned and leased hotels segment. Of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$329 million</font><font style="font-family:inherit;font-size:10pt;"> total investment balance as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$310 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded in our owned and leased hotels segment.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We recorded </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$50 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> of income from our cost method investments for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. Gains or losses from cost method investments are recorded within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> on our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">, see Note </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The carrying values and ownership percentages of our unconsolidated investments in hotel properties accounted for under the equity method as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Ownership Interests</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Our Investment</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Wailea Hotel Holdings, LLC</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65.8</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">136</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Playa Hotels &amp; Resorts B.V.</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.7</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Juniper Hotels Private Limited</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel Hoyo Uno (Andaz Mayakoba)</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Noble I/HY, LLC</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Denver Downtown Hotel Partners LLC</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara)</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Renaissance Centro M Street LLC</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">PCH Beach Resort, LLC</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diamante Resort La Paz</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">311</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">320</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables present summarized financial information for all unconsolidated ventures in which we hold an investment that is accounted for under the equity method.</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,192</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">978</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">979</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross operating profit</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">329</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">315</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">313</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income from continuing operations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:9pt;">&#160;</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">476</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">556</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Noncurrent Assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,728</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,877</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,204</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,433</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current Liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">492</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Noncurrent Liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,708</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,962</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,200</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,481</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, we purchased the Hyatt Regency Lost Pines Resort and Spa and adjacent land from a joint venture in which we hold </font><font style="font-family:inherit;font-size:10pt;">8.2%</font><font style="font-family:inherit;font-size:10pt;"> interest, for a net purchase price of approximately </font><font style="font-family:inherit;font-size:10pt;">$164 million</font><font style="font-family:inherit;font-size:10pt;">. This transaction was accounted for as a step acquisition and we recorded a gain of </font><font style="font-family:inherit;font-size:10pt;">$12 million</font><font style="font-family:inherit;font-size:10pt;"> in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income in our owned and leased hotels segment. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;"> for further discussion of our acquisition.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Houston/Sugar Land to a third party, for which we received proceeds of </font><font style="font-family:inherit;font-size:10pt;">$12 million</font><font style="font-family:inherit;font-size:10pt;">. We recorded a deferred gain of </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">, which is being amortized over the term of the new management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Regency DFW International Airport and another building to a third party, for which we received proceeds of </font><font style="font-family:inherit;font-size:10pt;">$19 million</font><font style="font-family:inherit;font-size:10pt;">. We recorded a deferred gain of </font><font style="font-family:inherit;font-size:10pt;">$18 million</font><font style="font-family:inherit;font-size:10pt;">, which is being amortized over the remaining term of the management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Coconut Point to a third party, for which we received proceeds of </font><font style="font-family:inherit;font-size:10pt;">$5 million</font><font style="font-family:inherit;font-size:10pt;">. This hotel was sold subject to a new franchise agreement. We recorded a gain of </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;">, which has been recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Austin Downtown to a third party, for which we received proceeds of </font><font style="font-family:inherit;font-size:10pt;">$28 million</font><font style="font-family:inherit;font-size:10pt;">. The hotel was sold subject to a franchise agreement. We recorded a gain of </font><font style="font-family:inherit;font-size:10pt;">$20 million</font><font style="font-family:inherit;font-size:10pt;">, which has been recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2013, a wholly owned Hyatt subsidiary invested </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$325 million</font><font style="font-family:inherit;font-size:10pt;"> in Playa Hotels &amp; Resorts B.V. ("Playa"), a company that was formed to own, operate and develop all inclusive resorts, certain of which are or will be Hyatt-branded. Playa issued common shares and preferred shares to Hyatt in return for our investment. Our investment in common shares has been classified as an equity method investment. The investment in preferred shares has been classified as an available for sale debt security and recorded in other assets on the consolidated balance sheets. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;"> for further discussion of our preferred investment.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2013, we purchased the remaining </font><font style="font-family:inherit;font-size:10pt;">70%</font><font style="font-family:inherit;font-size:10pt;"> interest of the entity that owned the Grand Hyatt San Antonio hotel. We accounted for the transaction as a step acquisition, see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;"> for further discussion of our acquisition.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2013, we recorded income from cost method investments of </font><font style="font-family:inherit;font-size:10pt;">$50 million</font><font style="font-family:inherit;font-size:10pt;"> in other income (loss), net. We received a return of our </font><font style="font-family:inherit;font-size:10pt;">$63 million</font><font style="font-family:inherit;font-size:10pt;"> investment and a </font><font style="font-family:Times New Roman;font-size:10pt;">$30 million</font><font style="font-family:inherit;font-size:10pt;"> return on our preferred equity interest in a joint venture that owns the Hyatt Regency New Orleans. Additionally, our partner in the joint venture executed its option to purchase our residual common investment interest in the venture resulting in a </font><font style="font-family:inherit;font-size:10pt;">$20 million</font><font style="font-family:inherit;font-size:10pt;"> distribution, (see Note </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">21</font><font style="font-family:inherit;font-size:10pt;">).</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"> </font><font style="font-family:inherit;font-size:10pt;">The investment was included in our owned and leased hotels segment. We continue to manage the property under the existing management agreement.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2013, a joint venture in which we held an interest and classified as an equity method investment within our owned and leased hotels segment, sold the hotel it owned and dissolved the venture. As a result of this transaction, we received a </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$5 million</font><font style="font-family:inherit;font-size:10pt;"> distribution, which was recorded as a deferred gain and is being amortized over the remaining term of our management agreement for the hotel in management and franchise fees within the Americas management and franchising segment. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2012, we sold our interest in two joint ventures classified as equity method investments, which were included in our owned and leased hotels segment, to a third party for </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$52 million</font><font style="font-family:inherit;font-size:10pt;">. Each venture owned a hotel that we managed. At the time of the sale we signed agreements with the third-party purchaser to extend our existing management agreements for the hotels owned by the ventures by ten years. A </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$28 million</font><font style="font-family:inherit;font-size:10pt;"> gain on the sale was deferred and is being amortized over the life of the extended management agreements in management and franchise fees within the Americas management and franchise segment. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> we recorded </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$19&#160;million</font><font style="font-family:inherit;font-size:10pt;"> in total impairment charges in equity earnings (losses) from unconsolidated hospitality ventures, respectively. The impairment charges in 2014 relate to two hospitality venture properties which are accounted for as equity method investments. The impairment charges in 2013 relate to three properties accounted for as equity method investments, two hospitality ventures for which we recorded total impairment charges of </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> and one that relates to a vacation ownership business for which we recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;">. The impairment charges in 2012 relate to three properties accounted for as equity method investments, two of which are hospitality ventures, for which we recorded total impairment charges of </font><font style="font-family:inherit;font-size:10pt;">$18 million</font><font style="font-family:inherit;font-size:10pt;"> and the third relates to a vacation ownership business for which we recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;">. Impairment charges recognized were the result of our impairment review process, and impairments were recognized when the carrying amount of our assets was determined to exceed the fair value as calculated using discounted operating cash flows and a determination was made that the decline was other than temporary.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">DEBT</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> consists of the following:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.3125%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$250 million senior unsecured notes maturing in 2016&#8212;3.875%</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">249</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$196 million senior unsecured notes maturing in 2019&#8212;6.875%</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">196</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">196</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$250 million senior unsecured notes maturing in 2021&#8212;5.375%</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$350 million senior unsecured notes maturing in 2023&#8212;3.375%</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">348</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">347</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">124</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract Revenue Bonds, Senior Taxable Series 2005B</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Floating average rate construction loan</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">73</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Senior secured term loan</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revolving credit facility</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (various, maturing through 2015)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt before capital lease obligations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,373</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,275</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital lease obligations</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total long-term debt</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,390</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,483</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current maturities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(194</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total long-term debt, net of current maturities</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,381</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,289</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Under existing agreements, maturities of debt for the next five years and thereafter are as follows:</font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.703125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;text-decoration:underline;">Years Ending December 31,</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">316</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">197</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">864</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,390</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Senior Notes</font><font style="font-family:inherit;font-size:10pt;">&#8212;As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> series of senior unsecured notes, as further defined below, (the "Senior Notes"). Interest on the Senior Notes is payable semi-annually. We may redeem all or a portion of the Senior Notes at any time at 100% of the principal amount of the Senior Notes redeemed together with the accrued and unpaid interest, plus a </font><font style="font-family:inherit;font-size:10pt;">make-</font><font style="font-family:inherit;font-size:10pt;">whole amount, if any. The amount of any </font><font style="font-family:inherit;font-size:10pt;">make-</font><font style="font-family:inherit;font-size:10pt;">whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. A summary of the terms of the Senior Notes, by year of issuance, is as follows:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In 2009, we issued </font><font style="font-family:inherit;font-size:10pt;">$250 million</font><font style="font-family:inherit;font-size:10pt;"> of </font><font style="font-family:inherit;font-size:10pt;">5.750%</font><font style="font-family:inherit;font-size:10pt;"> senior notes due 2015, at an issue price of </font><font style="font-family:inherit;font-size:10pt;">99.460%</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2015 Notes&#8221;), and </font><font style="font-family:inherit;font-size:10pt;">$250 million</font><font style="font-family:inherit;font-size:10pt;"> of </font><font style="font-family:inherit;font-size:10pt;">6.875%</font><font style="font-family:inherit;font-size:10pt;"> senior notes due 2019, at an issue price of </font><font style="font-family:inherit;font-size:10pt;">99.864%</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2019 Notes&#8221;). We received net proceeds of approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$495&#160;million</font><font style="font-family:inherit;font-size:10pt;"> from the sale of the 2015 Notes and the 2019 Notes after deducting discounts and offering expenses payable by the Company of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;">. The proceeds were used to reduce outstanding hotel loans and for general corporate purposes.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In 2011, we issued </font><font style="font-family:inherit;font-size:10pt;">$250 million</font><font style="font-family:inherit;font-size:10pt;"> of </font><font style="font-family:inherit;font-size:10pt;">3.875%</font><font style="font-family:inherit;font-size:10pt;"> senior notes due 2016, at an issue price of </font><font style="font-family:inherit;font-size:10pt;">99.571%</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2016 Notes&#8221;), and </font><font style="font-family:inherit;font-size:10pt;">$250 million</font><font style="font-family:inherit;font-size:10pt;"> of </font><font style="font-family:inherit;font-size:10pt;">5.375%</font><font style="font-family:inherit;font-size:10pt;"> senior notes due 2021, at an issue price of </font><font style="font-family:inherit;font-size:10pt;">99.846%</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2021 Notes&#8221;). We received net proceeds of approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$494&#160;million</font><font style="font-family:inherit;font-size:10pt;"> from the sale of the 2016 Notes and the 2021 Notes, after deducting discounts and offering expenses payable by the Company of approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$4&#160;million</font><font style="font-family:inherit;font-size:10pt;">, with any remaining proceeds intended to be used for general corporate purposes. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In 2013, we issued and sold </font><font style="font-family:inherit;font-size:10pt;">$350 million</font><font style="font-family:inherit;font-size:10pt;"> of </font><font style="font-family:inherit;font-size:10pt;">3.375%</font><font style="font-family:inherit;font-size:10pt;"> Senior Notes due 2023 at an issue price of </font><font style="font-family:inherit;font-size:10pt;">99.498%</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2023 Notes&#8221; and together with the 2015 Notes, the 2016 Notes, the 2019 Notes and the 2021 Notes, the &#8220;Senior Notes&#8221;). We received net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$345 million</font><font style="font-family:inherit;font-size:10pt;"> from the sale of the 2023 Notes, after deducting discounts and offering expenses payable by the Company of approximately </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;">. We used the net proceeds to pay the redemption price (as described below) in connection with the redemption of the 2015 Notes and to repurchase the 2019 Notes tendered in the cash tender offer, with any remaining proceeds intended to be used for general corporate purposes. </font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Senior Secured Term Loan</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture, and as a result we recorded </font><font style="font-family:inherit;font-size:10pt;">$69 million</font><font style="font-family:inherit;font-size:10pt;"> of debt, including the </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> premium, which is being amortized over the life of the loan. The construction loan was originally entered into on August 30, 2004 in the amount of </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;">. The interest on the loan is fixed at a rate of </font><font style="font-family:inherit;font-size:10pt;">7.27%</font><font style="font-family:inherit;font-size:10pt;">, and the loan has a maturity date of June 5, 2016. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Capital Lease Obligation</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we acquired the Hyatt Regency Grand Cypress for </font><font style="font-family:inherit;font-size:10pt;">$191 million</font><font style="font-family:inherit;font-size:10pt;"> after exercising our purchase option. This purchase reduced our capital lease obligation, which was recorded in current maturities of long-term debt on our consolidated balance sheets as of December 31, 2013. The purchase of the Hyatt Regency Grand Cypress was used as a replacement property in a like-kind exchange (see Note </font><font style="font-family:inherit;font-size:10pt;">8</font><font style="font-family:inherit;font-size:10pt;">). </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Debt Redemption</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the year ended December&#160;31, 2013, we redeemed all of our outstanding 2015 Notes, of which an aggregate principal amount of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">$250 million</font><font style="font-family:inherit;font-size:10pt;"> was outstanding. The redemption price, which was calculated in accordance with the terms of the 2015 Notes and included principal plus a make-whole premium, was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">$278 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">After the issuance of our 2015 Notes, we entered into</font><font style="font-family:Arial;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">eight</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$25 million</font><font style="font-family:inherit;font-size:10pt;"> interest rate swap contracts. During the year ended December&#160;31, 2012, we terminated </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;"> of the </font><font style="font-family:inherit;font-size:10pt;">eight</font><font style="font-family:inherit;font-size:10pt;"> interest rate swap contracts, for which we received cash payments of </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> to settle the fair value of the swaps. The cash received from the termination of the </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> swaps was being amortized from the settlement date as a benefit to interest expense over the remaining term of the 2015 Notes. During the year ended December&#160;31, 2013, we settled the remaining </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> outstanding interest rate swap agreements. At the time the 2015 Notes were redeemed, we recognized a gain of </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;">, which included the remaining unamortized benefit of </font><font style="font-family:inherit;font-size:10pt;">$5 million</font><font style="font-family:inherit;font-size:10pt;"> from the settlement of the initial </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> swaps during 2012 and a gain of </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> on the remaining </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;"> swaps that were terminated in 2013 in anticipation of the 2015 Notes redemption. The gain is included within debt settlement costs in other income (loss), net on the consolidated statements of income. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Tender Offer&#8212;</font><font style="font-family:inherit;font-size:10pt;"> During the year ended December&#160;31, 2013, we completed a cash tender offer (the "cash tender offer") for any and all of our 2019 Notes, of which an aggregate principal amount of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$250 million</font><font style="font-family:inherit;font-size:10pt;"> was outstanding. We purchased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$54 million</font><font style="font-family:inherit;font-size:10pt;"> aggregate principal amount of 2019 Notes in the cash tender offer at a purchase price of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$66 million</font><font style="font-family:inherit;font-size:10pt;">, which included premiums payable in connection with the cash tender offer. Following the cash tender offer, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$196 million</font><font style="font-family:inherit;font-size:10pt;"> aggregate principal amount of 2019 Notes remains outstanding.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B</font><font style="font-family:inherit;font-size:10pt;"> &#8212;During the year ended December&#160;31, 2013, we acquired our partner's interest in the entity that owned the Grand Hyatt San Antonio hotel, and as a result, we consolidated </font><font style="font-family:inherit;font-size:10pt;">$198 million</font><font style="font-family:inherit;font-size:10pt;"> of bonds, net of the </font><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> bond discount, which is being amortized over the life of the bonds. The construction was financed in part by The City of San Antonio, Texas Convention Center Hotel Finance Corporation ("Texas Corporation"), a non-profit local government corporation created by the City of San Antonio, Texas for the purpose of providing financing for a portion of the costs of constructing the hotel. On June 8, 2005, the Texas Corporation issued </font><font style="font-family:inherit;font-size:10pt;">$130 million</font><font style="font-family:inherit;font-size:10pt;"> of original principal amount Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A ("Series 2005A Bonds") and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$78 million</font><font style="font-family:inherit;font-size:10pt;"> of original principal amount Contract Revenue Bonds, Senior Taxable Series 2005B ("Series 2005B Bonds"). The Series 2005A Bonds mature between 2034 and 2039, with interest ranging from </font><font style="font-family:inherit;font-size:10pt;">4.75%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">5.00%</font><font style="font-family:inherit;font-size:10pt;"> and the remaining </font><font style="font-family:inherit;font-size:10pt;">$66 million</font><font style="font-family:inherit;font-size:10pt;"> of Series 2005B Bonds mature between 2015 and 2028, with interest ranging from </font><font style="font-family:inherit;font-size:10pt;">4.9%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">5.31%</font><font style="font-family:inherit;font-size:10pt;">. The loan payments are required to be funded solely from net operating revenues of the Grand Hyatt San Antonio hotel and in the event that net operating revenues are not sufficient to pay debt service, the Texas Corporation under certain circumstances will be required to provide certain tax revenue to pay debt service on the 2005 Series bonds. The indenture allows for optional early redemption of the Series 2005B bonds subject to make-whole payments at any time with consent from the Texas Corporation and beginning in 2015 for the Series 2005A Bonds. Interest is payable semiannually. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Floating Average Rate Construction Loan</font><font style="font-family:inherit;font-size:10pt;"> &#8212;During the year ended December&#160;31, 2012, we obtained a secured construction loan with Banco Nacional de Desenvolvimento Econ&#244;mico e Social - BNDES (&#8220;BNDES&#8221;) in order to develop a hotel in Brazil. The loan is split into </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> separate sub-loans with different interest rates for each such sub-loan.&#160;All </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> sub-loans mature in 2023, with options to extend the maturity up to 2031 for sub-loan (a) and (b), subject to the fulfillment of certain conditions. Borrowings under the </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> sub-loans bear interest at the following rates, depending on the applicable sub-loan (a) the variable rate published by BNDES plus </font><font style="font-family:inherit;font-size:10pt;">2.92%</font><font style="font-family:inherit;font-size:10pt;">, (b) the Brazilian Long Term Interest Rate - TJLP plus </font><font style="font-family:inherit;font-size:10pt;">3.92%</font><font style="font-family:inherit;font-size:10pt;">, (c) </font><font style="font-family:inherit;font-size:10pt;">2.5%</font><font style="font-family:inherit;font-size:10pt;"> and (d) the Brazilian Long Term Interest Rate - TJLP, with the interest rates referred to in sub-loans (a) and (b) subject to reduction upon the delivery of certain certifications.&#160;As of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, the weighted average interest rates for the subloans that we have drawn upon is </font><font style="font-family:inherit;font-size:10pt;">8.34%</font><font style="font-family:inherit;font-size:10pt;">. The outstanding balance of the subloan subject to the interest rate described in (a) above is subject to adjustment on a daily basis based on BNDES&#8217;s calculation of the weighted average of exchange rate variations related to foreign currency funds raised by BNDES in foreign currency. As of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we had borrowed Brazilian Real ("BRL") </font><font style="font-family:inherit;font-size:10pt;">193 million</font><font style="font-family:inherit;font-size:10pt;">, or </font><font style="font-family:inherit;font-size:10pt;">$73 million</font><font style="font-family:inherit;font-size:10pt;">, against this construction loan of which BRL </font><font style="font-family:inherit;font-size:10pt;">71 million</font><font style="font-family:inherit;font-size:10pt;">, or </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;">, has not yet been utilized in construction and is therefore held in restricted cash. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, we had borrowed BRL </font><font style="font-family:inherit;font-size:10pt;">75 million</font><font style="font-family:inherit;font-size:10pt;">, or </font><font style="font-family:inherit;font-size:10pt;">$32 million</font><font style="font-family:inherit;font-size:10pt;">, against this construction loan of which BRL </font><font style="font-family:inherit;font-size:10pt;">37 million</font><font style="font-family:inherit;font-size:10pt;">, or </font><font style="font-family:inherit;font-size:10pt;">$16 million</font><font style="font-family:inherit;font-size:10pt;">, had not yet been utilized in construction and was therefore held in restricted cash. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revolving Credit Facility</font><font style="font-family:inherit;font-size:10pt;">&#8212;As of January 6, 2014, we entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders that amended and restated our prior revolving credit facility and provides for a </font><font style="font-family:inherit;font-size:10pt;">$1.5 billion</font><font style="font-family:inherit;font-size:10pt;"> senior unsecured revolving credit facility that matures in January 2019. Interest rates on outstanding borrowings are either </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">LIBOR-</font><font style="font-family:inherit;font-size:10pt;">based or based on an alternate base rate, with margins in each case based on our credit rating or, in certain circumstances, our credit rating and leverage ratio. During the year ended December 31, 2014, we had proceeds and repayments of </font><font style="font-family:inherit;font-size:10pt;">$205 million</font><font style="font-family:inherit;font-size:10pt;"> on the revolving credit facility. As of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, the interest rate for a one month </font><font style="font-family:inherit;font-size:10pt;">LIBOR</font><font style="font-family:inherit;font-size:10pt;"> borrowing would have been </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">1.421%</font><font style="font-family:inherit;font-size:10pt;">, or </font><font style="font-family:inherit;font-size:10pt;">LIBOR</font><font style="font-family:inherit;font-size:10pt;"> of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">0.171%</font><font style="font-family:inherit;font-size:10pt;">, plus </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">1.250%</font><font style="font-family:inherit;font-size:10pt;">. There was no outstanding balance on this credit facility at </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> or at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">. At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had entered into various letter of credit agreements for </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$104 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, which reduced our available capacity under the revolving credit facility. The available line of credit on our revolving credit facility at </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$1.5&#160;billion</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company also has a total of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$56 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$21 million</font><font style="font-family:inherit;font-size:10pt;"> of letters of credit issued through additional banks as of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Debt Covenants</font><font style="font-family:inherit;font-size:10pt;"> &#8212;The revolving credit facility contains financial covenants requiring that certain financial measures be met such as not exceeding a maximum ratio of debt to earnings before interest, tax, depreciation and amortization (EBITDA), or adherence to a maximum secured debt to gross property and equipment ratio. </font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We issued our Senior Notes under an indenture with covenants that limit our ability and the ability of certain of our subsidiaries to create liens on principal property, enter into sale and leaseback transactions with respect to principal property and enter into mergers or consolidations or transfer all or substantially all our assets. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are in compliance with all covenants at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value</font><font style="font-family:inherit;font-size:10pt;">&#8212;We estimated the fair value of debt, excluding capital leases, which consists of our Senior Notes and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. We estimated the fair value of our other </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term debt instruments using discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the availability of market data, we have classified our other long-term debt as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.</font></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt, excluding capital lease obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,373</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,479</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,319</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(160</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt, excluding capital lease obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,275</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,296</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,263</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">STOCK-BASED COMPENSATION</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As part of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Long-</font><font style="font-family:inherit;font-size:10pt;">Term Incentive Plan, we award Stock Appreciation Rights (&#8220;SARs&#8221;), Restricted Stock Units (&#8220;RSUs&#8221;) and Performance Vested Restricted Stock ("PSSs") to certain employees. Compensation expense and unearned compensation figures within this note exclude amounts related to employees of our managed hotels as this expense has been and will continue to be reimbursed by our third-party hotel owners and is recorded on the lines other revenues from managed properties and other costs from managed properties on our consolidated statements of income. Compensation expense related to these awards for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock appreciation rights</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted stock units</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance vested restricted stock</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> includes a nonrecurring expense of </font><font style="font-family:inherit;font-size:10pt;">$23 million</font><font style="font-family:inherit;font-size:10pt;">, a portion of which relates to prior periods for grants made to certain individuals. The nonrecurring expense for stock appreciation rights and restricted stock units shown in the table above for the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> amounted to </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, of which </font><font style="font-family:inherit;font-size:10pt;">$22 million</font><font style="font-family:inherit;font-size:10pt;"> is recorded in selling, general and administrative expenses on our consolidated statements of income.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The expected income tax benefit to be realized at the time of vest related to these plans for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock appreciation rights</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted stock units</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance vested restricted stock</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Appreciation Rights</font><font style="font-family:inherit;font-size:10pt;">&#8212;Each vested SAR gives the holder the right to the difference between the value of one share of our Class&#160;A common stock at the exercise date and the value of one share of our Class&#160;A common stock at the grant date. Vested SARs can be exercised over their life as determined by the plan. All SARs have a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10</font><font style="font-family:inherit;font-size:10pt;">-year contractual term. The SARs are settled in shares of our Class&#160;A common stock and are accounted for as equity instruments.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth a summary of the SAR grants in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="40%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Grant Date</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">SARs&#160;Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Per&#160;SAR&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vesting&#160;Period</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vesting&#160;Start&#160;Month</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">February 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">327,307</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.57</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% annually</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2015</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">472,003</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.95</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% annually</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,914</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.21</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% at vest</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2017</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">405,877</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">% annually</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The weighted average grant date fair value for the awards granted in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$22.57</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$17.98</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$17.29</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value of each SAR was estimated based on the date of grant using the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Black-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Scholes-</font><font style="font-family:inherit;font-size:10pt;">Merton </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">option-</font><font style="font-family:inherit;font-size:10pt;">valuation model with the following weighted average assumptions:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.44</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected Life in Years</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.290</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.330</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.251</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free Interest Rate</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.93</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.49</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected Volatility</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.32</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.67</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.84</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Annual Dividend Yield</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> we used an estimated forfeiture rate of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">0%</font><font style="font-family:inherit;font-size:10pt;"> because only a small group of executives received these grants and we have limited historical data on which to base these estimates. We record the compensation expense earned for SARs on a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">straight-</font><font style="font-family:inherit;font-size:10pt;">line basis from the date of grant. The exercise price of these SARs was the fair value of our common stock at the grant date, based on a valuation of the Company prior to the IPO, or the closing share price on the date of grant. Due to a lack of historical exercise information the expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR, per guidance from the SEC&#8217;s Staff Accounting Bulletin Topic 14, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Share-Based Payment</font><font style="font-family:inherit;font-size:10pt;">. The </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">risk-</font><font style="font-family:inherit;font-size:10pt;">free interest rate was based on U.S. Treasury instruments with similar expected life. The Company calculates volatility using the average historical volatility of our peer group over a time period consistent with our expected term assumption. During 2012, we began incorporating our limited trading history with our peer group's history to obtain the expected volatility of our share price. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of employee SAR activity as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, and changes during </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, are presented below:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">SAR Units</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average Exercise&#160;Price (in whole dollars)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average Contractual Term</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2013:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,578,210</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.88</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">327,307</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.12</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">387,711</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.76</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.33</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited or canceled</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,222</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.22</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.17</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2014:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,465,584</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.37</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.42</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable as of December 31, 2014:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,497,366</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.98</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.37</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The total intrinsic value of SARs outstanding at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$50 million</font><font style="font-family:inherit;font-size:10pt;"> and the total intrinsic value for exercisable SARs was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$35 million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted Stock Units</font><font style="font-family:inherit;font-size:10pt;">&#8212;Vested RSUs will be settled with a single share of our Class&#160;A common stock with the exception of </font><font style="font-family:inherit;font-size:10pt;">insignificant</font><font style="font-family:inherit;font-size:10pt;"> portions of the February 2014, March 2013, June 2013, and March 2012 awards which will be settled in cash. The value of the RSUs was based upon the fair value of our common stock at the grant date, based upon a valuation of the Company, or the closing stock price of our Class&#160;A common stock for the December 2009 award and all subsequent awards. Awards issued prior to our November 2009 IPO are deferred in nature and will be settled once all tranches of the award have fully vested or otherwise as provided in the relevant agreements, while all awards issued in December 2009 and later will be settled as each individual tranche vests under the relevant agreements. The following table sets forth a summary of the employee RSU grants in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="49%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Grant Date</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">RSUs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total&#160;Value (in&#160;millions)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vesting Period</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">September 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,452</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">61.17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">February 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">376,328</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,132</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.90</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">September 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,082</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.86</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">June 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,218</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.56</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">453,356</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.44</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,694</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">October 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,580</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">June 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,787</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.87</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">March 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">444,059</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4 years</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We record compensation expense earned for RSUs over the requisite service period of the individual grantee. Our estimated forfeiture rate is </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">3%</font><font style="font-family:inherit;font-size:10pt;"> for RSUs. In certain situations we also grant </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">cash-</font><font style="font-family:inherit;font-size:10pt;">settled RSUs which are recorded as a liability instrument. The liability and related expense for granted </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">cash-</font><font style="font-family:inherit;font-size:10pt;">settled RSUs are </font><font style="font-family:inherit;font-size:10pt;">insignificant</font><font style="font-family:inherit;font-size:10pt;"> as of and for the period ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of the status of the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">vested employee restricted stock unit awards outstanding under the plan as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> is presented below:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Restricted&#160;Stock</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Units</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted&#160;Average Grant Date Fair Value (in whole dollars)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2013:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,244,471</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.71</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">378,780</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.47</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">468,845</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited or canceled</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83,768</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.48</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2014:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,070,638</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.60</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, the total intrinsic value of deferred RSUs that vested in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> but were not paid out is immaterial. The total intrinsic value of nonvested RSUs as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$64 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Performance Vested Restricted Stock</font><font style="font-family:inherit;font-size:10pt;">&#8212;The Company has granted to certain executive officers PSSs. The number of PSSs that will ultimately vest with no further restrictions on transfer depends upon the performance of the Company at the end of the applicable </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> year performance period relative to the applicable performance target. The PSSs vest in full if the maximum performance metric is achieved. At the end of the performance period, the PSSs that do not vest will be forfeited. The PSSs will vest at the end of the performance period only if the performance threshold is met; there is no interim performance metric. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There were </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> in forfeitures for the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> the total intrinsic value of nonvested PSSs if target performance is achieved was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$16 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth a summary of PSS grants in </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Granted</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">PSSs Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted&#160;Average Grant Date Fair Value (in whole dollars)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Performance Period</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Performance Period Start Date</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">162,906</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">218,686</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.44</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3 years</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">209,569</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2012</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our total unearned compensation for our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">stock-</font><font style="font-family:inherit;font-size:10pt;">based compensation programs as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> for SARs, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> for RSUs and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> for PSSs, which will be recorded to compensation expense primarily over the next </font><font style="font-family:inherit;font-size:10pt;">two years</font><font style="font-family:inherit;font-size:10pt;"> with respect to SARs, with a limited portion of the SAR awards extending to </font><font style="font-family:inherit;font-size:10pt;">four years</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">three years</font><font style="font-family:inherit;font-size:10pt;"> with respect to RSUs, with a limited portion of the RSU awards extending to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">six years</font><font style="font-family:inherit;font-size:10pt;">, and over the next </font><font style="font-family:inherit;font-size:10pt;">two years</font><font style="font-family:inherit;font-size:10pt;"> with respect to PSSs as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td width="23%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2019+</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">SARs</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">RSUs</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">PSSs</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:top;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:top;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EARNINGS PER SHARE</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator are as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">346</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">205</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">344</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">153,136,511</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">158,544,930</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">165,017,485</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,213,941</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">644,149</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">359,843</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154,350,452</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">159,189,079</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">165,377,328</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Basic Earnings Per Share:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.25</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.30</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Diluted Earnings Per Share:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.23</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.30</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The computations of diluted net income per share for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> do not include the following shares of Class A common stock assumed to be issued as </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">stock-</font><font style="font-family:inherit;font-size:10pt;">settled SARs and RSUs because they are </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">anti-</font><font style="font-family:inherit;font-size:10pt;">dilutive.</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock-settled SARs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,200</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,200</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,200</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">RSUs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,300</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Investments</font><font style="font-family:inherit;font-size:10pt;">&#8212;We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary as a result of qualitative and/or quantitative characteristics. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity ("VIE") that most significantly impact the entity&#8217;s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for under the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We assess investments in unconsolidated affiliates for impairment quarterly. When there is indication that a loss in value has occurred, we evaluate the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, we use our judgment to determine if the decline in value is other-than-temporary. In determining this, we consider factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, our intent and ability to recover the lost value and current economic conditions. Impairments that are deemed other-than-temporary are charged to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The carrying values and ownership percentages of our unconsolidated investments in hotel properties accounted for under the equity method as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Ownership Interests</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Our Investment</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Wailea Hotel Holdings, LLC</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65.8</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">136</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Playa Hotels &amp; Resorts B.V.</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.7</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Juniper Hotels Private Limited</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hotel Hoyo Uno (Andaz Mayakoba)</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Noble I/HY, LLC</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Denver Downtown Hotel Partners LLC</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara)</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Renaissance Centro M Street LLC</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">PCH Beach Resort, LLC</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:top;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diamante Resort La Paz</font></div></td><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.0</font></div></td><td style="vertical-align:top;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">311</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">320</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We estimated the fair value of debt, excluding capital leases, which consists of our Senior Notes and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. We estimated the fair value of our other </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term debt instruments using discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the availability of market data, we have classified our other long-term debt as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.</font></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt, excluding capital lease obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,373</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,479</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,319</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(160</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt, excluding capital lease obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,275</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,296</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,263</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value</font><font style="font-family:inherit;font-size:10pt;">&#8212;We estimated the fair value of financing receivables to approximate </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$43&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$130&#160;million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. We estimated the fair value of financing receivables using discounted cash flow analysis based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified our financing receivables as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Observable&#160;Inputs</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership mortgage receivable</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">FAIR VALUE MEASUREMENT</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have various financial instruments that are measured at fair value including certain marketable securities and derivative instruments. We currently do not have </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">financial assets or </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">financial liabilities that are required to be measured at fair value on a recurring basis.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets and Liabilities Measured at Fair Value on a Recurring Basis</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had the following financial assets and liabilities measured at fair value on a recurring basis (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2</font><font style="font-family:inherit;font-size:10pt;"> for definitions of fair value and the three levels of the fair value hierarchy):</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities recorded in cash and cash equivalents</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest bearing money market funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities included in short-term investments, prepaids and other assets and other assets</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mutual funds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred shares </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Time deposits</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government obligations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government agencies</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate debt securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mortgage-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asset-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Municipal and provincial notes and bonds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Derivative instruments</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities recorded in cash and cash equivalents</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest bearing money market funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities included in short-term investments, prepaids and other assets and other assets</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mutual funds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred shares </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Time deposits</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government obligations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government agencies</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate debt securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mortgage-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asset-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Municipal and provincial notes and bonds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Derivative instruments</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, there were no transfers between levels of the fair value hierarchy.</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">Our policy is to recognize transfers in and transfers out as of the end of each quarterly reporting period. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable Securities</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our portfolio of marketable securities consists of various types of money market funds, mutual funds, preferred shares, time deposits and fixed income securities, including U.S. government obligations, obligations of other U.S. government agencies, corporate debt securities, mortgage-backed securities, asset-backed securities and municipal and provincial notes and bonds. We invest a portion of our cash balance into </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">short-</font><font style="font-family:inherit;font-size:10pt;">term interest bearing money market funds that have a maturity of less than ninety days. Consequently, the balances are recorded in cash and cash equivalents. The funds are held with </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">open-</font><font style="font-family:inherit;font-size:10pt;">ended registered investment companies and the fair value of the funds are classified as Level One as we are able to obtain market available pricing information on an ongoing basis. The fair value of our mutual funds was classified as Level One as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. Time deposits included in short-term investments are recorded at par value, which approximates fair value. These are included within short-term investments as a Level Two measurement. The remaining securities, other than our investment in preferred shares, were classified as Level Two due to the use and weighting of multiple market inputs being considered in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. See Note </font><font style="font-family:inherit;font-size:10pt;">4</font><font style="font-family:inherit;font-size:10pt;"> for further details on our marketable securities.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The impact to net income from total gains or losses included in net gains and interest income from marketable securities held to fund operating programs due to the change in unrealized gains or losses relating to assets still held at the reporting date for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> was insignificant.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We estimated the fair value of the Playa preferred shares using an option pricing model. This model requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value. As Playa is not publicly traded, there is no market value for its stock. Therefore, we utilized observable data for a group of comparable peer companies to assist in developing our volatility assumptions. The expected volatility of Playa&#8217;s stock price was developed using weighted average measures of implied volatility and historic volatility for its peer group for a period equal to our expected term of the option. The weighted average risk-free interest rate was based on a zero coupon U.S. Treasury instrument whose term was consistent with the expected term. We anticipate receiving cumulative preferred dividends on our preferred shares; therefore, the expected dividend yield was assumed to be </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> per annum compounding quarterly for two years and increasing to </font><font style="font-family:inherit;font-size:10pt;">12%</font><font style="font-family:inherit;font-size:10pt;"> after the second year, with such dividends to be paid-in-kind. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of the significant assumptions used to estimate the fair value of our preferred investment as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> is as follows:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:60.7421875%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="54%" rowspan="1" colspan="1"></td><td width="22%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="22%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td><td colspan="2" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.75 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free Interest Rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.19</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dividend Yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our valuation considers a number of objective and subjective factors that we believe market participants would consider, including: Playa's business and results of operations, including related industry trends affecting Playa's operations; Playa's forecasted operating performance and projected future cash flows; liquidation preferences, redemption rights, and other rights and privileges of Playa's preferred stock; and market multiples of comparable peer companies. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, financial forecasts were used in the computation of the enterprise value using the income approach. The financial forecasts were based on assumed revenue growth rates and operating margin levels. The risks associated with achieving these forecasts were assessed in selecting the appropriate cost of capital. There is inherent uncertainty in our assumptions, and fluctuations in these assumptions will result in different estimates of fair value. Due to the lack of availability in market data, the preferred shares are classified as Level Three. See Note </font><font style="font-family:inherit;font-size:10pt;">4</font><font style="font-family:inherit;font-size:10pt;"> for further details on our marketable securities.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivative Instruments</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our derivative instruments are foreign currency exchange rate instruments and interest rate swaps. The instruments are valued using an income approach with factors such as interest rates and yield curves, which represent market observable inputs and are classified as Level Two. Credit valuation adjustments may be made to ensure that derivatives are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our nonperformance risk. During the year ended December&#160;31, 2013, we redeemed all of our 2015 Notes and settled the related outstanding interest rate swaps. See Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;"> for further details on our debt settlement. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of the significant assumptions used to estimate the fair value of our preferred investment as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> is as follows:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:60.7421875%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="54%" rowspan="1" colspan="1"></td><td width="22%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="22%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td><td colspan="2" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.75 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free Interest Rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.19</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dividend Yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value</font><font style="font-family:inherit;font-size:10pt;">&#8212;We disclose the fair value of our financial assets and liabilities based on observable market information where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and, therefore, fair values cannot always be determined with precision. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accounting Principles Generally Accepted in the United States of America (&#8220;GAAP&#8221;) establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. When determining fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the hierarchy are as follows:</font></div><div style="line-height:120%;padding-top:8px;padding-left:42px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level One&#8212;Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;</font></div><div style="line-height:120%;padding-top:8px;padding-left:42px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level Two&#8212;Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability;</font></div><div style="line-height:120%;padding-top:8px;padding-left:42px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level Three&#8212;Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We utilize the market approach and income approach for valuing our financial instruments. The market approach utilizes prices and information generated by market transactions involving identical or similar assets and liabilities and the income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">short-</font><font style="font-family:inherit;font-size:10pt;">term nature of these items and their close proximity to maturity. For additional information about fair value, see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5</font><font style="font-family:inherit;font-size:10pt;">. The fair value of marketable securities is discussed in Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">; the fair value of financing receivables is discussed in Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7</font><font style="font-family:inherit;font-size:10pt;">; and the fair value of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term debt is discussed in Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Financing Receivables</font><font style="font-family:inherit;font-size:10pt;">&#8212;We define financing receivables as financing arrangements that represent a contractual right to receive money either on demand or on fixed or determinable dates and that are recognized on our consolidated balance sheets at amortized cost in current and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. We have divided our financing receivables into three portfolio segments based on the level at which we develop and document a systematic methodology to determine the allowance for credit losses. Based on their initial measurement, risk characteristics and our method for monitoring and assessing credit risk, we have determined the class of financing receivables to correspond to our identified portfolio segments, which are as follows:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured Financing to Hotel Owners</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. We determine our secured financing to hotel owners to be non-performing if either interest or principal is greater than 90 days past due based on the contractual terms of the individual mortgage loans.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We individually assess all loans in this portfolio for impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including loan performance, individual market factors, hotel performance, and the collateral of the underlying hotel. We measure loan impairment based on either the present value of expected future cash flows discounted at the loan&#8217;s effective interest rate or the estimated fair value of the collateral. The measurement method used is based on which would be most appropriate given the nature of the loan, the underlying collateral, and the facts and circumstances of the individual loan. For impaired loans, we establish a specific loan loss reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If we consider secured financing to hotel owners to be non-performing or impaired, we place the financing receivable on non-accrual status. We will recognize interest income when received for non-accruing finance receivables. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed. We write off secured financing to hotel owners when we determine that the loans are uncollectible and when all commercially reasonable means of recovering the loan balances have been exhausted.</font></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation Ownership Mortgage Receivables. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we have completed the sale of our vacation ownership business and thus the outstanding balance in vacation ownership mortgage receivables is zero.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These financing receivables were comprised of various mortgage loans related to our financing of vacation ownership interval sales. We recorded an estimate of uncollectibility as a reduction of sales revenue at the time revenue was recognized on a vacation ownership interval sale. We evaluated this portfolio collectively as we held a large group of homogeneous, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">smaller-</font><font style="font-family:inherit;font-size:10pt;">balance, vacation ownership mortgage receivables and used a technique referred to as static pool analysis, which tracked uncollectibles over the entire life of those mortgage receivables. We used static pool analysis as the basis for determining our general reserve requirements on our vacation ownership mortgage receivables. The adequacy of the related allowance was determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including defaults, aging and historical </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">write-</font><font style="font-family:inherit;font-size:10pt;">offs of these receivables. The allowance was maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We determined our vacation ownership mortgage receivables to be non-performing if either interest or principal was greater than 120 days past due based on the contractual terms of the individual mortgage loans and would not recognize interest income. We wrote-off vacation ownership mortgage receivables that were over 120 days past due, on the date which we determined the mortgage receivables to be uncollectible.</font></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured Financing to Hotel Owners</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These financing receivables are primarily made up of individual loans and other types of unsecured financing arrangements provided to hotel owners. These financing receivables have stated maturities and interest rates, however, the repayment terms vary and may be dependent upon future cash flows of the hotel. We determine our unsecured financing to hotel owners to be non-performing if interest or principal is greater than 90 days past due or if estimates of future cash flows available for repayment of these receivables indicate that there is a collectibility risk. We do not recognize interest income on non-performing financing arrangements and only resume interest recognition if the financing receivable becomes current.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We individually assess all financing receivables in this portfolio for collectability and impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due according to the contractual terms of the individual loan agreement based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including capital structure, individual hotel performance, and individual financing arrangement. We measure loan impairment based on the present value of expected future cash flows discounted at the loan&#8217;s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. The impairment reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We write off unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.</font></div></td></tr></table></div><div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On an ongoing basis, we monitor the credit quality of our financing receivables based on payment activity. </font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Past-due Receivables&#8212;We determine financing receivables to be </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">past-</font><font style="font-family:inherit;font-size:10pt;">due based on the contractual terms of each individual financing receivable agreement.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Performing Receivables&#8212;Receivables are determined to be </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">performing based upon the following criteria: (1) if interest or principal is more than 90 days past due for secured financing to hotel owners and unsecured financing to hotel owners; (2) if interest or principal is more than 120 days past due for vacation ownership mortgage receivables; or (3) if an impairment charge has been recorded for a loan or a provision established for our other financing arrangements. For the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, no interest income was accrued for secured financing to hotel owners and unsecured financing to hotel owners more than 90 days past due. For the year ended December 31, 2013, no interest income was accrued for vacation ownership receivables more than 120 days past due, and insignificant interest income was accrued for vacation ownership receivables past due more than 90 days but less than 120 days.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If a financing receivable is non-performing, we place the financing receivable on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">accrual status. We only recognize interest income when received for financing receivables on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">accrual status. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">FINANCING RECEIVABLES</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have divided our financing receivables, which include loans and other financing arrangements, into three portfolio segments based on their initial measurement, risk characteristics and our method for monitoring or assessing credit risk. These portfolio segments correspond directly with our assessed class of receivables and are as follows:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured Financing to Hotel Owners</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">&#8212;</font><font style="font-family:inherit;font-size:10pt;">These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. These loans at </font><font style="font-family:Times New Roman;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> include financing provided to certain franchisees for the renovation and conversion of certain franchised hotels. These franchisee loans accrue interest at fixed rates ranging between </font><font style="font-family:Times New Roman;font-size:10pt;">5.0%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">5.5%</font><font style="font-family:inherit;font-size:10pt;">. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured Financing to Hotel Owners&#8212;These financing receivables are primarily made up of individual unsecured loans and other types of financing arrangements provided to hotel owners. Our other financing receivables have stated maturities and interest rates. However, the expected repayment terms may be dependent on the future cash flows of the hotels and these instruments, therefore, are not considered loans as the repayment dates are not fixed or determinable. Because the other types of financing arrangements are not considered loans, we do not include them in our impaired loans analysis. Since these receivables may come due earlier than the stated maturity date, the expected maturity dates have been excluded from the maturities table below.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation Ownership Mortgages Receivables&#8212;These financing receivables are comprised of various mortgage loans related to our financing of vacation ownership interval sales. In the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;">, we sold our vacation ownership business, therefore the outstanding balance in Vacation Ownership Mortgage Receivables is zero at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div></td></tr></table><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The three portfolio segments of financing receivables and their balances at </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership mortgage receivables at various interest rates with varying payments through 2031</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">147</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">141</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">230</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less allowance for losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(100</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current portion included in receivables, net</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total long-term financing receivables, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables held by us as of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> are scheduled to mature as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;text-decoration:underline;">Year Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Secured Financing to Hotel Owners</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016 and Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less allowance</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net financing receivables</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for Losses and Impairments</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We individually assess all loans in the secured financing to hotel owners portfolio and the unsecured financing to hotel owners portfolio for impairment. During the years ended December 31, 2014, 2013, and 2012, we assessed the vacation ownership mortgage receivables portfolio, which consists entirely of loans, for impairment on an aggregate basis. In addition to loans, we include other types of financing arrangements in unsecured financing to hotel owners which we do not assess individually for impairment. However, we regularly evaluate our reserves for these other financing arrangements and record provisions in the financing receivables allowance as necessary. Impairment charges for loans within all three portfolios and reserves related to our other financing arrangements are recorded as provisions in the financing receivables allowance. We consider the provisions on all of our portfolio segments to be adequate based on the economic environment and our assessment of the future collectability of the outstanding loans.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables summarize the activity in our financing receivables allowance for the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Secured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vacation Ownership</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unsecured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance at January 1, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;Provision</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;Write-offs</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;Other adjustments*</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance December 31, 2014</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">* Other adjustments to vacation ownership receivables includes removal of the allowance recorded in connection with the sale of our vacation ownership business. </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Secured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Vacation Ownership</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unsecured Financing</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance at January 1, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Provisions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Write-offs</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Other adjustments</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance at December 31, 2013</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2012, we recorded provisions of </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;"> for vacation ownership mortgage receivables and unsecured financing to hotel owners, respectively. We recorded no provisions for receivables within our secured financing to hotel owners portfolio segment. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We routinely evaluate loans within financing receivables for impairment. To determine whether an impairment has occurred, we evaluate the collectability of both interest and principal. A loan is considered to be impaired when the Company determines that it is probable that we will not be able to collect all amounts due under the contractual terms. We do not record interest income for impaired loans unless cash is received, in which case the payment is recorded to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> in the accompanying </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">. We did not record any impairments to financing receivables during the year ended December 31, 2014. During the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, we recorded an allowance of </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> for loans to hotel owners that we deemed to be impaired, which was recognized within other income (loss), net in the accompanying consolidated statements of income. During the year ended December 31, 2012, we recorded an allowance of </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> for loans and wrote off a fully impaired loan of </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;">. The gross value of our impaired loans and related reserve increases, outside of impairments recognized, due to the accrual and related reserve of interest income on these loans. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">An analysis of our loans included in secured financing to hotel owners and unsecured financing to hotel owners had the following impaired amounts at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, all of which had a related allowance recorded against them:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Impaired Loans</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Loan Balance (Principal and Interest)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unpaid Principal Balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Related Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Average Recorded Loan Balance</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(52</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Impaired Loans</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Loan Balance (Principal and Interest)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unpaid Principal Balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Related Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Average Recorded Loan Balance</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(51</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest income recognized on these impaired loans within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> on our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> for the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="65%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Income</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Credit Monitoring</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On an ongoing basis, we monitor the credit quality of our financing receivables based on payment activity. </font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Past-due Receivables&#8212;We determine financing receivables to be </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">past-</font><font style="font-family:inherit;font-size:10pt;">due based on the contractual terms of each individual financing receivable agreement.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Performing Receivables&#8212;Receivables are determined to be </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">performing based upon the following criteria: (1) if interest or principal is more than 90 days past due for secured financing to hotel owners and unsecured financing to hotel owners; (2) if interest or principal is more than 120 days past due for vacation ownership mortgage receivables; or (3) if an impairment charge has been recorded for a loan or a provision established for our other financing arrangements. For the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, no interest income was accrued for secured financing to hotel owners and unsecured financing to hotel owners more than 90 days past due. For the year ended December 31, 2013, no interest income was accrued for vacation ownership receivables more than 120 days past due, and insignificant interest income was accrued for vacation ownership receivables past due more than 90 days but less than 120 days.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If a financing receivable is non-performing, we place the financing receivable on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">accrual status. We only recognize interest income when received for financing receivables on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">accrual status. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables summarize our aged analysis of past-due financing receivables by portfolio segment, the gross balance of financing receivables greater than 90 days past-due and the gross balance of financing receivables on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">accrual status as of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="63%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Analysis of Financing Receivables</font></div></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Greater than 90 Days Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables on Non-Accrual Status</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners*</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">126</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="64%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Analysis of Financing Receivables</font></div></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Greater than 90 Days Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables on Non-Accrual Status</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership mortgage receivables</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners*</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">* Certain of these receivables have been placed on non-accrual status and we have recorded allowances for these receivables based on estimates of future cash flows available for payment of these financing receivables. However, a majority of these payments are not past due.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value</font><font style="font-family:inherit;font-size:10pt;">&#8212;We estimated the fair value of financing receivables to approximate </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$43&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$130&#160;million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. We estimated the fair value of financing receivables using discounted cash flow analysis based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified our financing receivables as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset (Liability)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying Value</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Observable&#160;Inputs</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable&#160;Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership mortgage receivable</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization expense relating to intangible assets for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization Expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency</font><font style="font-family:inherit;font-size:10pt;">&#8212;The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">year-</font><font style="font-family:inherit;font-size:10pt;">end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders&#8217; equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term nature are generally included in other comprehensive income (loss). Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term nature are included in earnings.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">GOODWILL AND INTANGIBLE ASSETS</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a summary of changes in the carrying amount of goodwill for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Owned&#160;and Leased Hotels</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Americas Management&#160;and Franchising</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total*</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Balance as of January&#160;1, 2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">189</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">226</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill, net</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Activity during the year</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill acquired</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Balance as of December&#160;31, 2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">203</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">147</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Activity during the year</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill acquired</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill disposed or held for sale</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange**</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Balance as of December&#160;31, 2014</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">195</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">228</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(95</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(95</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">*</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The ASPAC management and franchising and EAME/SW Asia management segments contained no goodwill balances as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div></td></tr></table><div style="line-height:120%;padding-left:24px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">** Foreign exchange translation adjustments related to the goodwill associated with Hyatt Regency Mexico City.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, the acquisition of the Hyatt Regency Lost Pines Resort and Spa and adjacent land created goodwill of </font><font style="font-family:inherit;font-size:10pt;">$17 million</font><font style="font-family:inherit;font-size:10pt;">, which was recorded within our owned and leased hotels segment (see Note </font><font style="font-family:inherit;font-size:10pt;">8</font><font style="font-family:inherit;font-size:10pt;">) and we revised our initial purchase price allocation related to the acquisition of Grand Hyatt San Antonio, resulting in a </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> decrease in goodwill recorded within our owned and leased hotels segment (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;">). Additionally, during the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we classified </font><font style="font-family:inherit;font-size:10pt;">$14 million</font><font style="font-family:inherit;font-size:10pt;"> of goodwill related to the Hyatt Regency Indianapolis as held for sale (see Note </font><font style="font-family:inherit;font-size:10pt;">8</font><font style="font-family:inherit;font-size:10pt;">). At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, our indefinite-lived brand intangible acquired as part of the 2013 acquisition of The Driskill was </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:normal;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;">). </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Definite-lived intangible assets primarily include contract acquisition costs, acquired franchise and management intangibles, lease related intangibles, and advanced booking intangibles. Contract acquisition costs and franchise and management intangibles are generally amortized on a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">straight-</font><font style="font-family:inherit;font-size:10pt;">line basis over their contract terms, which range from approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">40</font><font style="font-family:inherit;font-size:10pt;">&#160;years and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">20</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">30</font><font style="font-family:inherit;font-size:10pt;">&#160;years, respectively. Lease related intangibles are amortized on a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">straight-</font><font style="font-family:inherit;font-size:10pt;">line basis over the lease term. Advanced bookings are generally amortized on a straight-line basis over the period of the advanced bookings. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a summary of intangible assets at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average&#160;Useful Lives</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract acquisition costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">355</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">348</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Franchise and management intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">156</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">170</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Lease related intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">155</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Advanced booking intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Brand intangible</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">681</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">696</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated amortization</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(129</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(105</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">552</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">591</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization expense relating to intangible assets for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization Expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization expense of </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> was recognized in 2013 and 2012, respectively, related to the accelerated amortization of an intangible asset.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We estimate amortization expense for definite-lived intangibles for the years 2015 through 2019 to be:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;text-decoration:underline;">Years Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:8px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarters of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, we performed our annual impairment review of goodwill and our indefinite-lived brand intangible. Definite-lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. During the years ended December&#160;31, 2014,&#160;2013&#160;and&#160;2012, we recorded no indefinite-lived intangible asset impairment charges. During the years ended December 31, 2014, 2013, and 2012, we recorded the following impairment charges, which are included in asset impairments on the consolidated statements of income:</font></div><div style="line-height:120%;padding-bottom:8px;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="56%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Definite-lived intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:8px;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The goodwill impairment charge recognized in 2014 was recorded within our owned and leased hotels segment. During the year ended December 31, 2014, we recorded a </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> impairment charge of franchise intangibles which was recorded within our Americas management and franchising segment. For the year ended December&#160;31, 2013, we wrote-off </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;"> of contract acquisition costs related to the entity that owned the Grand Hyatt San Antonio hotel, in connection with our acquisition of the interests in the entity that owned the hotel. This charge has been recorded within our Americas management and franchising segment. </font></div><div style="line-height:120%;font-size:14pt;"><font style="font-family:inherit;font-size:14pt;"><br clear="none"/></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill</font><font style="font-family:inherit;font-size:10pt;">&#8212;As required, we evaluate goodwill for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount. This is done either by performing a qualitative assessment or proceeding to the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the two-step process. When determining fair value, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term growth rates, estimated costs and appropriate discount rates. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, discount rates and the terminal value growth rate assumptions. Our estimates of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit&#8217;s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">9</font><font style="font-family:inherit;font-size:10pt;"> for additional information about goodwill.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Indefinite-Lived Intangibles</font><font style="font-family:inherit;font-size:10pt;">&#8212;As required, we evaluate indefinite-lived intangibles for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Indefinite-lived intangibles impairment is determined by comparing the fair value of the asset to its carrying amount. This is done either by performing a qualitative or quantitative assessment, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the quantitative analysis. When determining fair value, we primarily utilize the income approach. Under the income approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates and appropriate discount rates based on the weighted average cost of capital. Our estimates of long-term growth are based on historical data, various internal estimates and a variety of external sources. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">9</font><font style="font-family:inherit;font-size:10pt;"> for additional information about indefinite-lived intangibles.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Guarantees</font><font style="font-family:inherit;font-size:10pt;">&#8212;We enter into performance guarantees related to certain hotels that we manage or debt repayment guarantees with respect to certain hotels primarily in which we also hold an equity investment.&#160;We record a liability for the fair value of these performance and debt repayment guarantees at their inception date. The corresponding offset depends on the circumstances in which the guarantee was issued.&#160;We amortize the liability for the fair value of a guarantee into income over the term of the guarantee using a systematic and rational, risk-based approach. Performance guarantees are amortized into income in other income (loss), net in the consolidated income statements and debt repayment guarantees that relate to our equity method investments are amortized into income in equity earnings (losses) from unconsolidated hospitality ventures in the consolidated statements of income. On a quarterly basis, we evaluate the likelihood of funding under a guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we will record a separate contingent liability. The expense related to the separate contingent liability is recognized in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures in the period that we determine funding is probable for that period. For additional information about guarantees, see Note </font><font style="font-family:inherit;font-size:10pt;">15</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">An analysis of our loans included in secured financing to hotel owners and unsecured financing to hotel owners had the following impaired amounts at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, all of which had a related allowance recorded against them:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Impaired Loans</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Loan Balance (Principal and Interest)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unpaid Principal Balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Related Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Average Recorded Loan Balance</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(52</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Impaired Loans</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Loan Balance (Principal and Interest)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unpaid Principal Balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Related Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Average Recorded Loan Balance</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(51</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:bold;text-decoration:none;">Long-</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Lived Assets and </font><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:bold;text-decoration:none;">Definite-</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Lived Intangibles</font><font style="font-family:inherit;font-size:10pt;">&#8212;We evaluate the carrying value of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived assets and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">definite-</font><font style="font-family:inherit;font-size:10pt;">lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived asset or definite-lived intangible may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived assets and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">definite-</font><font style="font-family:inherit;font-size:10pt;">lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">INCOME TAXES</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our tax provision includes federal, state, local, and foreign income taxes. The domestic and foreign components of income before income taxes for the three years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. income before tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">493</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign income before tax</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before income taxes</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">525</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">321</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The provision (benefit) for income taxes from continuing operations for the three years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> is comprised of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(76</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Current</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(57</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(28</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">116</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a reconciliation of the statutory federal income tax rate to the effective tax rate from continuing operations reported in the financial statements:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Statutory U.S. federal income tax rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State income taxes&#8212;net of federal tax benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign and U.S. tax effects attributable to foreign operations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax contingencies</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Change in valuation allowances</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(66.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjustments to deferred tax assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General business credits</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity based compensation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective income tax rate</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The 2014 effective tax rate is lower than the U.S. statutory rate of </font><font style="font-family:inherit;font-size:10pt;">35%</font><font style="font-family:inherit;font-size:10pt;"> primarily due to a net </font><font style="font-family:inherit;font-size:10pt;">$14 million</font><font style="font-family:inherit;font-size:10pt;"> benefit related to tax contingencies, and an </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> benefit for an adjustment to certain deferred tax assets. These benefits are partially offset by the effect of state taxes on U.S. earnings. The </font><font style="font-family:inherit;font-size:10pt;">$14 million</font><font style="font-family:inherit;font-size:10pt;"> benefit related to tax contingencies is derived primarily from a benefit of </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;"> (including </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> of interest and penalties) due to statute expiration on state tax filing positions, an expense of </font><font style="font-family:inherit;font-size:10pt;">$5 million</font><font style="font-family:inherit;font-size:10pt;"> due to a new uncertain tax position and a benefit of </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> related to the expiration of statutes in foreign jurisdictions. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Significant items that affect the 2013 effective tax rate included the impact of state taxes on U.S. earnings, a </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> benefit for an adjustment to certain deferred tax assets, a benefit of </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> (including </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> interest) related to the settlement of tax audits and a benefit of </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> relating to changes of statutory rates in some of our foreign jurisdictions. Additional benefits arose from foreign earnings taxed at rates lower than the U.S. statutory rate.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Significant items that affect the 2012 tax rate included a benefit of </font><font style="font-family:inherit;font-size:10pt;">$26 million</font><font style="font-family:inherit;font-size:10pt;"> related to the recognition of foreign tax credits, a release of </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> in reserves for interest related to our treatment for expensing certain renovation costs in prior years and a benefit of </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> from a reduction in statutory tax rates enacted by foreign jurisdictions during the year. Additional benefits include </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> (including </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> interest) resulting from the settlement of state tax audits as well a benefit of </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> (including </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> interest and penalties) related to the favorable settlement of our U.S. federal tax audit. These benefits are partially offset by a provision of </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> resulting from a reduction in the deferred tax assets of certain non-consolidated investments and a provision of </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> (including </font><font style="font-family:inherit;font-size:10pt;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> interest and penalties) for uncertain tax positions in foreign jurisdictions. In addition a deferred tax asset of </font><font style="font-family:inherit;font-size:10pt;">$64 million</font><font style="font-family:inherit;font-size:10pt;"> related to foreign net operating losses and a corresponding full valuation allowance was eliminated due to the restructuring of a foreign subsidiary.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The components of the net deferred tax asset from continuing operations at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> is comprised of the following:</font></div><div style="line-height:120%;padding-bottom:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="73%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets related to:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Employee benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">181</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">161</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign and state net operating losses and credit carryforwards</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonconsolidated investments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance for uncollectible assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred gain on sale</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">149</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Loyalty program</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest and state benefits</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized investment losses</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation allowance</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax asset</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">540</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities related to:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Installment sales</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(312</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(255</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonconsolidated investments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized investment gains</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax liability</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(386</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(366</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net deferred tax asset</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recognized in the balance sheet as:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;current</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;noncurrent</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">196</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">198</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities&#8212;current</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities&#8212;noncurrent</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(66</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(74</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Significant changes to our deferred tax assets and liabilities during 2014 includes an increase of </font><font style="font-family:inherit;font-size:10pt;">$18 million</font><font style="font-family:inherit;font-size:10pt;"> primarily due to the impact of the implementation of the tangible property regulations, tax deferred gains related to like-kind exchanges in excess of book deferred gains on dispositions of hotel assets, and other fixed asset related items. Additional significant changes relate to recording employee benefit costs that are not currently deductible along with utilization of foreign tax credits and state tax operating loss carryforwards.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we have determined that undistributed net earnings of </font><font style="font-family:inherit;font-size:10pt;">$353 million</font><font style="font-family:inherit;font-size:10pt;"> of certain foreign subsidiaries are indefinitely reinvested in operations outside the United States. These earnings could become subject to additional taxes if remitted as dividends, loaned to a U.S. affiliate, or if we sold our interest in the affiliates; the resulting U.S. income tax liabilities could be offset, in whole or in part, by credits allowable for taxes paid to foreign jurisdictions. The actual tax costs would depend on the income tax laws and circumstances at the time of the realization events; determination of the potential net liability is not practicable due to the complexities of the hypothetical calculation. We continue to provide deferred taxes, as required, on the undistributed earnings of foreign subsidiaries and unconsolidated affiliates that are not indefinitely reinvested in operations outside the United States.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we have </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;"> (net of tax) of future tax benefits related to foreign and state net operating losses and </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> of benefits related to federal and state credits. A portion of these operating losses will begin to expire in 2015 and continue through 2034. However, </font><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> of these net operating losses, which are primarily foreign, have no expiration date and may be carried forward indefinitely. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A valuation allowance of </font><font style="font-family:inherit;font-size:10pt;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> is recorded for certain net operating losses and credits, as we believe it is more likely than not that we will be unable to realize these tax benefits. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total unrecognized tax benefits as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> were </font><font style="font-family:inherit;font-size:10pt;">$40 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$53 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, of which </font><font style="font-family:inherit;font-size:10pt;">$20 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, would impact the effective tax rate if recognized. It is reasonably possible that a reduction of up to </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> of unrecognized tax benefits could occur within twelve months resulting from the expiration of certain tax statutes of limitations.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, is as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.703125%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized tax benefits&#8212;beginning balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total (decreases) increases&#8212;current period tax positions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total decreases&#8212;prior period tax positions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Lapse of statute of limitations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency fluctuation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized tax benefits&#8212;ending balance</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For 2014, the net decrease in prior period positions primarily relates to a decrease of </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> due to statute expiration on state tax filing positions, partially offset by an increase of </font><font style="font-family:inherit;font-size:10pt;">$5 million</font><font style="font-family:inherit;font-size:10pt;"> due to an accrual of a position taken on a prior year tax return.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2013, decreases to current and prior period tax positions in the amount of </font><font style="font-family:inherit;font-size:10pt;">$14 million</font><font style="font-family:inherit;font-size:10pt;"> are primarily due to the conclusion and settlement of the IRS audits related to the 2005 through 2008 tax years. We also received </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> interest from the settlement of certain federal and state tax issues and related to tax years 2003 through 2009.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Total gross accrued interest and penalties were </font><font style="font-family:inherit;font-size:10pt;">$24 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$38 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$46 million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The amount of interest and penalties recognized as a component of income tax expense in 2014 was a benefit of </font><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;">. This amount is comprised of a benefit of </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> resulting from the release of interest due to state tax statute expirations and an additional benefit of </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> related to certain federal and foreign tax matters. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The amount of interest and penalties recognized as a component of income tax expense in 2013 was </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our 2009, 2010, and 2011 federal income tax returns are currently under IRS examination. The federal statute of limitations for Hyatt Hotels Corporation remains open until December 31, 2015, for the years ended December&#160;31, 2005 through 2011. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are under audit by various state and foreign tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the return. However, the state impact of any federal changes remains subject to examination by various states for a period generally up to one year after formal notification to the states of the federal changes. The statute of limitations for the foreign jurisdictions ranges from three to ten years after filing the applicable tax return.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Taxes</font><font style="font-family:inherit;font-size:10pt;">&#8212;We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note&#160;</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">14</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Inventories</font><font style="font-family:inherit;font-size:10pt;">&#8212;Inventories are comprised of operating supplies and equipment that have a period of consumption of one year or less, and food and beverage items at our owned and leased hotels at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. As of December 31, 2013, inventories principally was comprised of unsold vacation ownership intervals of </font><font style="font-family:inherit;font-size:10pt;">$64 million</font><font style="font-family:inherit;font-size:10pt;">. Due to the sale of our vacation ownership business in the fourth quarter of 2014, we no longer hold inventories of unsold vacation ownership intervals. As of December 31, 2013, vacation ownership inventory was carried at the lower of cost or market, based on relative sales value or net realizable value and was classified as a current asset consistent with recognized industry practice. Based on management's assessment, no impairment charges were recorded related to vacation ownership inventory in 2012, 2013 or in 2014 prior to the sale of this business. Food and beverage and operating and supplies equipment inventories are generally valued at the lower of cost (</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">first-</font><font style="font-family:inherit;font-size:10pt;">in, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">first-</font><font style="font-family:inherit;font-size:10pt;">out) or market. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">LEASES</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We lease hotels and equipment under a combination of capital and operating leases, which generally require us to pay taxes, maintenance, and insurance. Most of the leases contain renewal options, which enable us to retain use of the facilities in desirable operating areas.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The operating leases for the majority of our leased hotels call for the calculation of rental payments to be based on a percentage of the operating profit of the hotel, as defined by contract. As a result, future lease payments related to these leases are contingent upon operating results and are not included in the table below.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additionally, we lease office space for our corporate headquarters and regional offices. Future lease payments related to these leases are included in the table below.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The future minimum lease payments due in each of the next five years and thereafter are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Operating Leases</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Capital Leases</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">503</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total minimum lease payments</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">686</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less amount representing interest</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Present value of minimum lease payments</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Hyatt Regency Grand Cypress</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the </font><font style="font-family:inherit;font-size:10pt;">twelve</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we exercised our option to purchase the Hyatt Regency Grand Cypress for </font><font style="font-family:inherit;font-size:10pt;">$191 million</font><font style="font-family:inherit;font-size:10pt;">. This purchase reduced our capital lease obligation (see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">). </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Corporate Office Space</font><font style="font-family:inherit;font-size:10pt;">&#8212;During the years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, we recorded </font><font style="font-family:inherit;font-size:10pt;">$0</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> loss and </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> gain, respectively, related to sublease agreements based on terms of our existing master leases, which was recognized within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> in the accompanying </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">. We have sublease agreements with certain related parties at the Hyatt Center and total minimum rentals to be received in the future under these non-cancelable operating subleases as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> are </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8&#160;million</font><font style="font-family:inherit;font-size:10pt;"> through 2020. See Note </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">18</font><font style="font-family:inherit;font-size:10pt;"> for further discussion on related-party lease agreements.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The leases for our corporate headquarters expire in 2016 and 2020. During the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, in anticipation of the expiration of these leases, we entered into a new lease within a to be constructed office building nearby for a term of </font><font style="font-family:inherit;font-size:10pt;">17 years</font><font style="font-family:inherit;font-size:10pt;">, commencing on January 1, 2018. The future lease payments related to this new lease are included in the future minimum operating lease payments shown above.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of rent expense from continuing operations for all operating leases is as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Minimum rentals</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contingent rentals</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">62</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company leases retail space at its owned hotel locations under operating leases. The future minimum lease receipts scheduled to be received in each of the next five years and thereafter are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total minimum lease receipts</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">162</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable Securities</font><font style="font-family:inherit;font-size:10pt;">&#8212;Our investments in marketable securities are principally included within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">short-</font><font style="font-family:inherit;font-size:10pt;">term investments and other assets in the consolidated balance sheets and are classified as either trading or </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale ("AFS") (see Note&#160;</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). Marketable securities are recorded at fair value based on listed market prices or dealer price quotations where available. Listed market prices and dealer price quotations are not available to value our preferred investment, therefore, we utilize an option pricing model, which requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value (see Note </font><font style="font-family:inherit;font-size:10pt;">5</font><font style="font-family:inherit;font-size:10pt;">).</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our marketable securities consist of various types of mutual funds, preferred shares, time deposits, common stock and fixed income securities, including U.S. government obligations, obligations of other government agencies, corporate debt, mortgage-backed and asset-backed securities and municipal and provincial bonds. Realized and unrealized gains and losses on trading securities are reflected in our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;">. </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale securities with unrealized gains and losses are reported as part of accumulated other comprehensive loss on the consolidated balance sheets. Realized gains and losses on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale securities are recognized in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> based on the cost of the securities using specific identification. </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale securities are assessed for impairment quarterly. To determine if an impairment is </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">than-</font><font style="font-family:inherit;font-size:10pt;">temporary, we consider the duration and severity of the loss position, the strength of the underlying collateral, the term to maturity, credit rating and our intent to sell. For debt securities that are deemed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">than-</font><font style="font-family:inherit;font-size:10pt;">temporarily impaired and there is no intent to sell, impairments are separated into the amount related to the credit loss, which is recorded in our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> and the amount related to all other factors, which is recorded in accumulated other comprehensive loss. For debt securities that are deemed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">than-</font><font style="font-family:inherit;font-size:10pt;">temporarily impaired and there is intent to sell, impairments in their entirety are recorded on our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, total marketable securities held for the Hyatt Gold Passport Fund (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2</font><font style="font-family:inherit;font-size:10pt;">) and certain deferred compensation plans (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">12</font><font style="font-family:inherit;font-size:10pt;">), carried at fair value and included in the consolidated balance sheets were as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities held by the Hyatt Gold Passport Fund</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">321</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities held to fund deferred compensation plans</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total marketable securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">679</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">655</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current portion of marketable securities held for operating programs included in prepaids and other assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(54</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(59</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable securities included in other assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">625</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">596</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">ORGANIZATION</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries (collectively &#8220;Hyatt Hotels Corporation&#8221;) provide hospitality services on a worldwide basis through the development, management, franchising, licensing and ownership of hospitality related businesses. We develop, own, operate, manage, franchise, license or provide services to a portfolio of properties consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential or vacation properties. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, (i) we operated or franchised </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">280</font><font style="font-family:inherit;font-size:10pt;"> full service hotels, comprising </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">113,467</font><font style="font-family:inherit;font-size:10pt;"> rooms throughout the world, (ii) we operated or franchised </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">275</font><font style="font-family:inherit;font-size:10pt;"> select service hotels, comprising </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">37,638</font><font style="font-family:inherit;font-size:10pt;"> rooms, of which </font><font style="font-family:inherit;font-size:10pt;">263</font><font style="font-family:inherit;font-size:10pt;"> hotels are located in the United States, and (iii) our portfolio of properties included </font><font style="font-family:inherit;font-size:10pt;">5</font><font style="font-family:inherit;font-size:10pt;"> franchised all inclusive Hyatt-branded resorts, comprising </font><font style="font-family:inherit;font-size:10pt;">1,881</font><font style="font-family:inherit;font-size:10pt;"> rooms. Our portfolio of properties operate in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">50</font><font style="font-family:inherit;font-size:10pt;"> countries around the world and we hold ownership interests in certain of these properties. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As used in these Notes, the terms &#8220;Company,&#8221; &#8220;HHC,&#8221; &#8220;we,&#8221; &#8220;us,&#8221; or &#8220;our&#8221; mean Hyatt Hotels Corporation and its consolidated subsidiaries.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As used in these Notes, the term &#8220;Pritzker family business interests&#8221; means (1)&#160;various lineal descendants of Nicholas J. Pritzker (deceased) and spouses and adopted children of such descendants; (2)&#160;various trusts for the benefit of the individuals described in clause (1)&#160;and trustees thereof; and (3)&#160;various entities owned and/or controlled, directly and/or indirectly, by the individuals and trusts described in (1)&#160;and (2).</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">OTHER INCOME (LOSS), NET</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Included in the other income (loss), net balance are cost method investment income from the complete pay-off of our preferred equity interest and returns and residual common investment in the partnership that owns the Hyatt Regency New Orleans (see Note </font><font style="font-family:inherit;font-size:10pt;">3</font><font style="font-family:inherit;font-size:10pt;">) and costs incurred as part of our Company's realignment (which include employee separation costs, consulting fees, and other fees). The table below provides a reconciliation of the components in other income (loss), net, for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For&#160;the&#160;years&#160;ended&#160;December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance guarantee expense (Note 15)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Realignment costs</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Transaction costs (Note 8)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency losses</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest income</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Guarantee liability amortization (Note 15)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost method investment income (Note 3)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gains on other marketable securities (Note 4)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairment of held-to-maturity investment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gain on sale of artwork (Note 8)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Charitable contribution to Hyatt Hotels Foundation </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt settlement costs (Note 10)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provisions on hotel loans (Note 7)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other income (loss), net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(17</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">17</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">OTHER LONG-TERM LIABILITIES</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term liabilities at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, consist of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred gains on sales of hotel properties</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">383</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">192</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred compensation plans (see Note 12)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hyatt Gold Passport Fund (see Note 2)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">262</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Guarantee liabilities (see Note 15)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred income taxes (see Note 14)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other accrued income taxes (see Note 14)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">62</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Defined benefit plans (see Note 12)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred incentive compensation plans</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,401</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,240</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term liabilities at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, consist of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred gains on sales of hotel properties</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">383</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">192</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred compensation plans (see Note 12)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Hyatt Gold Passport Fund (see Note 2)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">262</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Guarantee liabilities (see Note 15)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred income taxes (see Note 14)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other accrued income taxes (see Note 14)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">62</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Defined benefit plans (see Note 12)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred incentive compensation plans</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,401</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,240</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Contribution Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;We provide retirement benefits to certain qualified employees under the Retirement Savings Plan (a qualified plan under Internal Revenue Code Section&#160;401(k)), the Field Retirement Plan (a nonqualified plan), and other similar plans. We record expenses related to the Retirement Savings Plan based on a percentage of qualified employee contributions on stipulated amounts; a substantial portion of these contributions are included in the other revenues from managed properties and other costs from managed properties lines in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> as the costs of these programs are largely related to employees located at lodging properties managed by us and are therefore paid for by the property owners. Refer to the table below for costs related to these plans.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Compensation Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;Historically, we provided nonqualified deferred compensation for certain employees through several different plans. In 2010, these plans were consolidated into the one Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"). Contributions and investment elections are determined by the employees. The Company also provides contributions according to preapproved formulas. A portion of these contributions relate to hotel property level employees, which are reimbursable to us and are included in the other revenues from managed properties and other costs from managed properties lines in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, the DCP is fully funded in a rabbi trust. The assets of the DCP are primarily invested in mutual funds, which are recorded in other assets in the consolidated balance sheets (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). The related deferred compensation liability is recorded in other </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term liabilities (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13</font><font style="font-family:inherit;font-size:10pt;">). Refer to the table below for costs related to the DCP.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">PROPERTY AND EQUIPMENT</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment at cost as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, consists of the following:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">710</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">672</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,948</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,628</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">226</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">254</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture, equipment and computers</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,173</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,376</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Construction in progress</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">151</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,208</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,016</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less accumulated depreciation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,022</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,345</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,186</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,671</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation expense was </font><font style="font-family:inherit;font-size:10pt;">$324&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$320&#160;million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$327&#160;million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. The net book value of capital leased assets at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, is </font><font style="font-family:inherit;font-size:10pt;">$14&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$223&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively, which is net of accumulated depreciation of </font><font style="font-family:inherit;font-size:10pt;">$7&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$80&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively. During the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we exercised our purchase option under the capital lease to acquire the Hyatt Regency Grand Cypress for </font><font style="font-family:inherit;font-size:10pt;">$191 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, we acquired property and equipment of </font><font style="font-family:inherit;font-size:10pt;">$386 million</font><font style="font-family:inherit;font-size:10pt;"> in the acquisition of the Park Hyatt New York and property and equipment of </font><font style="font-family:inherit;font-size:10pt;">$207 million</font><font style="font-family:inherit;font-size:10pt;"> in the acquisition of Hyatt Regency Lost Pines Resort and Spa and adjacent land. During 2014, we sold </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> full service hotels, </font><font style="font-family:inherit;font-size:10pt;">fifty-two</font><font style="font-family:inherit;font-size:10pt;"> select service hotels, and Hyatt Residential Group, which included a full service hotel, which in the aggregate had property and equipment of </font><font style="font-family:inherit;font-size:10pt;">$883 million</font><font style="font-family:inherit;font-size:10pt;">. Additionally, during the fourth quarter of 2014, we committed to sell Hyatt Regency Indianapolis to a third party and classified the </font><font style="font-family:inherit;font-size:10pt;">$47 million</font><font style="font-family:inherit;font-size:10pt;"> of property and equipment as assets held for sale at December 31, 2014. See Note </font><font style="font-family:inherit;font-size:10pt;">8</font><font style="font-family:inherit;font-size:10pt;"> for further details on the acquisitions and dispositions in 2014.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest capitalized as a cost of property and equipment totaled </font><font style="font-family:inherit;font-size:10pt;">$7&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$8&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$4&#160;million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively, and is recorded net in interest expense. The year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> includes a </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;"> charge to asset impairments in the consolidated statements of income, related to an impairment of property and equipment recorded in our owned and leased hotels segment. The year ended December 31, 2013 includes an </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;"> charge to asset impairments in the consolidated statements of income, related to an impairment of property and equipment recorded in our owned and leased hotels segment.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Property and Equipment</font><font style="font-family:inherit;font-size:10pt;">&#8212;Property and equipment are stated at cost, including interest incurred during development and construction periods. Depreciation and amortization are recognized over the estimated useful lives of the assets, primarily on the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">straight-</font><font style="font-family:inherit;font-size:10pt;">line method. All repair and maintenance costs are expensed as incurred.</font></div><div style="line-height:120%;padding-top:12px;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Useful lives assigned to property and equipment are as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="2" rowspan="1"></td></tr><tr><td width="44%" rowspan="1" colspan="1"></td><td width="56%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings and improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15-50 years</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The shorter of the lease term or useful life of asset</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture and equipment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-20 years</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Computers</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-7 years</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment at cost as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, consists of the following:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">710</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">672</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,948</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,628</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">226</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">254</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture, equipment and computers</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,173</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,376</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Construction in progress</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">151</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,208</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,016</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less accumulated depreciation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,022</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,345</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,186</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,671</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">QUARTERLY FINANCIAL INFORMATION (UNAUDITED)</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. Amounts are in millions, except earnings per share information.</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32" rowspan="1"></td></tr><tr><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="31" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the three months ended</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September&#160;30, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September&#160;30, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated statements of income data:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and leased hotels</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">551</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">555</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">592</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">548</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">557</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">521</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">572</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">492</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">101</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">420</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">431</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">440</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">416</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">425</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">406</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">403</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">388</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenues</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,079</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,104</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,158</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,074</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,091</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,026</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,092</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">975</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct and selling, general, and administrative expenses (2)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,040</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,032</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,043</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,036</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">973</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">984</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">958</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">182</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation (3) (4)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">182</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income per common share, basic</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.21</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.49</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.05</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income per common share, diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.22</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.49</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.70</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Represents revenues that we receive from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">third-</font><font style="font-family:inherit;font-size:10pt;">party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item&#160;7 &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations&#8212;Principal Factors Affecting Our Results of Operations&#8212;Revenues.&#8221;</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct and selling, general, and administrative expenses in the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;"> includes a nonrecurring expense of </font><font style="font-family:inherit;font-size:10pt;">$22 million</font><font style="font-family:inherit;font-size:10pt;">, a portion of which relates to prior periods for stock compensation expense for grants made to certain individuals.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(3)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation in the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;"> includes impairment charges of </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> relates to property and equipment, </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> relates to intangibles, and </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> relates to goodwill. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(4)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation in the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> includes impairment charges of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$14 million</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;"> is recorded in asset impairments related to the write off of contract acquisition costs in conjunction with the purchase of the remaining portion of a joint venture ownership and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> is recorded in equity earnings (losses) from unconsolidated hospitality ventures.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-left:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below shows summarized consolidated balance sheet information by segment:</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Assets</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and Leased Hotels</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,682</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,726</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Americas Management and Franchising</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,165</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">ASPAC Management and Franchising</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">106</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">101</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EAME/SW Asia Management</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">184</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,030</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,797</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Eliminations (a)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,024</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,681</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">TOTAL</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,143</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,177</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-left:48px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(a) Segment assets include intercompany and investments in subsidiaries which are eliminated in Eliminations.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">RELATED-PARTY TRANSACTIONS</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to those included elsewhere in the notes to the consolidated financial statements, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">related-</font><font style="font-family:inherit;font-size:10pt;">party transactions entered into by us are summarized as follows:</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Leases</font><font style="font-family:inherit;font-size:10pt;"> &#8212;Our corporate headquarters have been located at the Hyatt Center in Chicago, Illinois since 2005. A subsidiary of the Company holds a master lease for a portion of the Hyatt Center and has entered into sublease agreements with certain related parties. During 2012, one of these sublease agreements was amended to reduce the related party's occupied space; as a result, we received a payment of </font><font style="font-family:inherit;font-size:10pt;">$4 million</font><font style="font-family:inherit;font-size:10pt;">, representing the discounted future sublease payments, less furniture and fixtures acquired. Future sublease income for this space from related parties is </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Legal Services</font><font style="font-family:inherit;font-size:10pt;">&#8212;A partner in a law firm that provided services to us throughout </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> is the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">brother-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">in-</font><font style="font-family:inherit;font-size:10pt;">law of our Executive Chairman. We incurred legal fees with this firm of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> for each of the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. Legal fees when expensed are included in selling, general and administrative expenses. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had insignificant amounts due to the law firm.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Services</font><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">&#8212;</font><font style="font-family:inherit;font-size:10pt;">A member of our board of directors is a partner in a firm whose affiliates own hotels from which we recorded management and franchise fees of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$6&#160;million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$7&#160;million</font><font style="font-family:inherit;font-size:10pt;"> during the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had insignificant and </font><font style="font-family:inherit;font-size:10pt;">$1 million</font><font style="font-family:inherit;font-size:10pt;"> in receivables due from these properties, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Equity Method Investments</font><font style="font-family:inherit;font-size:10pt;">&#8212;We have equity method investments in entities that own properties for which we provide management and/or franchise services and receive fees. We recorded fees of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$29&#160;million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$32&#160;million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$37&#160;million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively, related to these properties. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had receivables due from these properties of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$11&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. In addition, in some cases we provide loans (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7</font><font style="font-family:inherit;font-size:10pt;">) or guarantees (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">15</font><font style="font-family:inherit;font-size:10pt;">) to these entities. Our ownership interest in these equity method investments generally varies from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">8%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">70%</font><font style="font-family:inherit;font-size:10pt;">. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">3</font><font style="font-family:inherit;font-size:10pt;"> for further details regarding these investments.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Share Repurchase</font><font style="font-family:inherit;font-size:10pt;">&#8212;During 2014, we repurchased </font><font style="font-family:inherit;font-size:10pt;">1,122,000</font><font style="font-family:inherit;font-size:10pt;"> shares of Class B common stock for a weighted average price of </font><font style="font-family:inherit;font-size:10pt;">$60.20</font><font style="font-family:inherit;font-size:10pt;"> per share, for an aggregate purchase price of approximately </font><font style="font-family:inherit;font-size:10pt;">$68 million</font><font style="font-family:inherit;font-size:10pt;">. The shares repurchased represented less than </font><font style="font-family:inherit;font-size:10pt;">1%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's total shares of common stock outstanding prior to the repurchase. During 2013, we repurchased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2,906,879</font><font style="font-family:inherit;font-size:10pt;"> shares of Class B common stock at a weighted average price of </font><font style="font-family:inherit;font-size:10pt;">$41.36</font><font style="font-family:inherit;font-size:10pt;"> per share, for an aggregate purchase price of approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$120 million</font><font style="font-family:inherit;font-size:10pt;">. The shares repurchased represented approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's total shares of common stock outstanding prior to the repurchase. In both transactions, the shares of Class B common stock were repurchased from trusts held for the benefit of certain Pritzker family members in privately-negotiated transactions and were retired, thereby reducing the total number of shares outstanding and reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Hyatt Gold Passport Fund</font><font style="font-family:inherit;font-size:10pt;">&#8212;The Hyatt Gold Passport Program (the &#8220;Program&#8221;) is our loyalty program. We operate the Program for the benefit of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Program is operated through the Hyatt Gold Passport Fund (the &#8220;Fund&#8221;), which is owned collectively by the owners of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Fund has been established to provide for the payment of operating expenses and redemptions of member awards associated with the Program. The Fund is maintained and managed by us on behalf of and for the benefit of the Hyatt portfolio of hotels. We have evaluated our investment in the Fund and have determined that the Fund qualifies as a VIE and, as a result of the Company being the primary beneficiary, we have consolidated the Fund.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Program allows members to earn points based on their spending at the Hyatt portfolio of properties. Points earned by members can be redeemed for goods and services at the Hyatt portfolio of properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members&#8217; qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for the Program&#8217;s operating costs as incurred, we recognize this revenue from properties at the time such costs are incurred and expensed. We defer revenue received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We actuarially determine the expected fair value of the future redemption obligation based on statistical formulas that project the timing of future point redemption based on historical experience, including an estimate of the &#8220;breakage&#8221; for points that will never be redeemed, and an estimate of the points that will eventually be redeemed. Actual expenditures for the Program may differ from the actuarially determined liability.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, total assets of the Fund were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$429&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$368&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively, including </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$145&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$106&#160;million</font><font style="font-family:inherit;font-size:10pt;"> of current assets, respectively. Marketable securities held by the Fund and included in other non-current assets were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$284&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$262&#160;million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, total liabilities of the Fund were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$429&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$368&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively, including </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$145&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$106&#160;million</font><font style="font-family:inherit;font-size:10pt;"> of current liabilities, respectively. The current liabilities include </font><font style="font-family:inherit;font-size:10pt;">$132 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$94 million</font><font style="font-family:inherit;font-size:10pt;"> of accrued expenses and other current liabilities as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. The </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">current liabilities of the Fund are included in other long-term liabilities (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13</font><font style="font-family:inherit;font-size:10pt;">).</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue Recognition</font><font style="font-family:inherit;font-size:10pt;">&#8212;Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and leased hotels revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees earned from hotels managed and franchised worldwide:</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross rooms&#8217; revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues primarily includes revenues from our vacation ownership business, earned through the date of sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all revenue and associated direct expenses were initially deferred and recognized in earnings through the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">percentage-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">of-</font><font style="font-family:inherit;font-size:10pt;">completion method. As a result of the disposition, we entered into a master license agreement with ILG, through which we will earn license fees that are recorded to management and franchise fees in our consolidated statements of income.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211; </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues also include revenues from our co-branded credit card launched in 2010. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner; and (2) the fulfillment or expiration of a card member's activation offer. We receive incentive fees from our third-party partner upon activation of each credit card, which we defer until the associated compensated nights awarded on member activation are redeemed or expired.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The three portfolio segments of financing receivables and their balances at </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership mortgage receivables at various interest rates with varying payments through 2031</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">147</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">141</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">230</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less allowance for losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(100</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current portion included in receivables, net</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total long-term financing receivables, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;"></font><font style="font-family:inherit;font-size:10pt;">The following table details the accumulated other comprehensive loss activity for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.3125%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="41%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">January 1, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Current period other comprehensive income (loss) before reclassification</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Reclassified from Accumulated Other Comprehensive Loss (a)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(155</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on AFS securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized pension cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on derivative instruments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Other Comprehensive Loss</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(85</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(160</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">(a) Foreign currency translation adjustments, net of a tax impact of $0, reclassified from accumulated other comprehensive loss were recognized as a deferred gain within other long-term liabilities on the consolidated balance sheets when we sold a hotel and substantially liquidated the entity.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">January 1, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Current period other comprehensive income (loss) before reclassification</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Reclassified from Accumulated Other Comprehensive Loss (b)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(54</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on AFS securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized pension cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on derivative instruments</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Other Comprehensive Loss</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(67</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">(b) Foreign currency translation adjustments, net of an insignificant tax impact, reclassified from accumulated other comprehensive loss were recognized within equity earnings (losses) from unconsolidated hospitality ventures on the consolidated statements of income.</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts recognized in the consolidated balance sheets as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued current benefit liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued long-term benefit liability</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Funded status</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The computations of diluted net income per share for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> do not include the following shares of Class A common stock assumed to be issued as </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">stock-</font><font style="font-family:inherit;font-size:10pt;">settled SARs and RSUs because they are </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">anti-</font><font style="font-family:inherit;font-size:10pt;">dilutive.</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock-settled SARs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,200</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,200</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,200</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">RSUs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,300</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The weighted average assumptions used in the measurement of our net cost as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> (the measurement dates), for the unfunded U.S. plan are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Discount rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Rate of compensation increase</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table shows the change in benefit obligation and the change in fair value of plan assets as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> (the measurement dates), for the unfunded U.S. plan:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in benefit obligation:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit obligation&#8212;beginning of year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial (gain) loss</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits paid</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit obligation&#8212;end of year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in plan assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of plan assets&#8212;beginning of year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actual return on plan assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits paid</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Employer contributions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of plan assets&#8212;end of year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Funded status at end of year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated benefit obligation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The provision (benefit) for income taxes from continuing operations for the three years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> is comprised of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(76</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Current</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(57</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(28</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">116</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Defined benefit plan</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Defined contribution plans</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred compensation plans</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> consists of the following:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.3125%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$250 million senior unsecured notes maturing in 2016&#8212;3.875%</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">249</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$196 million senior unsecured notes maturing in 2019&#8212;6.875%</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">196</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">196</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$250 million senior unsecured notes maturing in 2021&#8212;5.375%</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$350 million senior unsecured notes maturing in 2023&#8212;3.375%</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">348</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">347</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">124</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract Revenue Bonds, Senior Taxable Series 2005B</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Floating average rate construction loan</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">73</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Senior secured term loan</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revolving credit facility</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (various, maturing through 2015)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt before capital lease obligations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,373</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,275</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital lease obligations</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total long-term debt</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,390</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,483</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current maturities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(194</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total long-term debt, net of current maturities</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,381</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,289</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The components of the net deferred tax asset from continuing operations at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> is comprised of the following:</font></div><div style="line-height:120%;padding-bottom:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="73%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets related to:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Employee benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">181</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">161</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign and state net operating losses and credit carryforwards</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonconsolidated investments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance for uncollectible assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred gain on sale</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">149</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Loyalty program</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest and state benefits</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized investment losses</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation allowance</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax asset</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">540</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities related to:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Installment sales</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(312</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(255</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonconsolidated investments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized investment gains</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax liability</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(386</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(366</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net deferred tax asset</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recognized in the balance sheet as:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;current</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;noncurrent</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">196</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">198</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities&#8212;current</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities&#8212;noncurrent</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(66</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(74</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator are as follows:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">346</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">205</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">344</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">153,136,511</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">158,544,930</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">165,017,485</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,213,941</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">644,149</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">359,843</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154,350,452</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">159,189,079</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">165,377,328</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Basic Earnings Per Share:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.25</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.30</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Diluted Earnings Per Share:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.23</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.30</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a reconciliation of the statutory federal income tax rate to the effective tax rate from continuing operations reported in the financial statements:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Statutory U.S. federal income tax rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State income taxes&#8212;net of federal tax benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign and U.S. tax effects attributable to foreign operations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax contingencies</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Change in valuation allowances</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(66.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjustments to deferred tax assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General business credits</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity based compensation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective income tax rate</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Compensation expense related to these awards for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock appreciation rights</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted stock units</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance vested restricted stock</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, are disclosed below. The expected benefits are estimated based on the same assumptions used to measure our benefit obligation at the end of the year and include benefits attributable to estimated future employee service as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020-2024</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we had the following financial assets and liabilities measured at fair value on a recurring basis (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2</font><font style="font-family:inherit;font-size:10pt;"> for definitions of fair value and the three levels of the fair value hierarchy):</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities recorded in cash and cash equivalents</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest bearing money market funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities included in short-term investments, prepaids and other assets and other assets</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mutual funds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">341</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred shares </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">280</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Time deposits</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government obligations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government agencies</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate debt securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mortgage-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asset-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Municipal and provincial notes and bonds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Derivative instruments</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in Active&#160;Markets&#160;for Identical Assets (Level One)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other Observable&#160;Inputs (Level Two)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant Unobservable Inputs (Level Three)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities recorded in cash and cash equivalents</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest bearing money market funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Marketable securities included in short-term investments, prepaids and other assets and other assets</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mutual funds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred shares </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Time deposits</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government obligations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. government agencies</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate debt securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mortgage-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asset-backed securities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Municipal and provincial notes and bonds</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Derivative instruments</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables summarize our aged analysis of past-due financing receivables by portfolio segment, the gross balance of financing receivables greater than 90 days past-due and the gross balance of financing receivables on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">accrual status as of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="63%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Analysis of Financing Receivables</font></div></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Greater than 90 Days Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables on Non-Accrual Status</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners*</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">126</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="64%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Analysis of Financing Receivables</font></div></td></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Greater than 90 Days Past Due</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Receivables on Non-Accrual Status</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured financing to hotel owners</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation ownership mortgage receivables</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured financing to hotel owners*</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">* Certain of these receivables have been placed on non-accrual status and we have recorded allowances for these receivables based on estimates of future cash flows available for payment of these financing receivables. However, a majority of these payments are not past due.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;"></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The future minimum lease receipts scheduled to be received in each of the next five years and thereafter are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total minimum lease receipts</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">162</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a summary of changes in the carrying amount of goodwill for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Owned&#160;and Leased Hotels</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Americas Management&#160;and Franchising</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total*</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Balance as of January&#160;1, 2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">189</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">226</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill, net</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Activity during the year</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill acquired</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Balance as of December&#160;31, 2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">203</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(93</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">147</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Activity during the year</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill acquired</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill disposed or held for sale</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange**</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Balance as of December&#160;31, 2014</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">195</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">228</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated impairment losses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(95</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(95</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">*</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The ASPAC management and franchising and EAME/SW Asia management segments contained no goodwill balances as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div></td></tr></table><div style="line-height:120%;padding-left:24px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">** Foreign exchange translation adjustments related to the goodwill associated with Hyatt Regency Mexico City.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table details the total performance guarantee liability (inclusive of the initial guarantee liability, net of amortization and the contingent liability, net of cash payments) related to the four managed hotels in France:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="72%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning balance, January 1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Initial guarantee obligation liability upon inception</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of initial guarantee obligation liability into income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Performance guarantee expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (payments) receipts during the year</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency exchange gain (loss)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Ending balance, December 31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">106</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our tax provision includes federal, state, local, and foreign income taxes. The domestic and foreign components of income before income taxes for the three years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. income before tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">493</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign income before tax</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before income taxes</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">525</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">321</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Under existing agreements, maturities of debt for the next five years and thereafter are as follows:</font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.703125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;text-decoration:underline;">Years Ending December 31,</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">316</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">197</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">864</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,390</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Multi-Employer Pension Plans</font><font style="font-family:inherit;font-size:10pt;">&#8212;Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.5078125%;border-collapse:collapse;text-align:left;"><tr><td colspan="19" rowspan="1"></td></tr><tr><td width="27%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension Protection Act Zone Status</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contributions</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension Fund</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EIN/Pension Plan Number</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13-1764242/001</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Green </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Yellow </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(2)</sup></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">National Retirement Fund</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13-6130178/001</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Red </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Red </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(2)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Various</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1) As of January 1, 2014</font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2) As of January 1, 2013</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of the status of the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">vested employee restricted stock unit awards outstanding under the plan as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> is presented below:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Restricted&#160;Stock</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Units</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted&#160;Average Grant Date Fair Value (in whole dollars)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2013:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,244,471</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.71</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">378,780</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.47</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">468,845</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited or canceled</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83,768</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.48</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2014:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,070,638</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.60</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. Amounts are in millions, except earnings per share information.</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32" rowspan="1"></td></tr><tr><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="31" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the three months ended</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September&#160;30, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September&#160;30, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June&#160;30, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated statements of income data:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and leased hotels</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">551</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">555</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">592</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">548</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">557</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">521</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">572</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">492</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">101</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">420</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">431</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">440</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">416</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">425</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">406</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">403</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">388</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenues</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,079</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,104</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,158</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,074</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,091</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,026</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,092</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">975</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct and selling, general, and administrative expenses (2)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,040</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,032</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,043</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,036</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">973</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">984</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">958</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">182</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation (3) (4)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">182</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income per common share, basic</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.21</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.49</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.70</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.05</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income per common share, diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.22</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.49</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.70</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Represents revenues that we receive from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">third-</font><font style="font-family:inherit;font-size:10pt;">party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item&#160;7 &#8220;Management&#8217;s Discussion and Analysis of Financial Condition and Results of Operations&#8212;Principal Factors Affecting Our Results of Operations&#8212;Revenues.&#8221;</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct and selling, general, and administrative expenses in the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;"> includes a nonrecurring expense of </font><font style="font-family:inherit;font-size:10pt;">$22 million</font><font style="font-family:inherit;font-size:10pt;">, a portion of which relates to prior periods for stock compensation expense for grants made to certain individuals.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(3)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation in the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;"> includes impairment charges of </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">$6 million</font><font style="font-family:inherit;font-size:10pt;"> relates to property and equipment, </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> relates to intangibles, and </font><font style="font-family:inherit;font-size:10pt;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> relates to goodwill. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(4)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to Hyatt Hotels Corporation in the fourth quarter of </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;"> includes impairment charges of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$14 million</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;"> is recorded in asset impairments related to the write off of contract acquisition costs in conjunction with the purchase of the remaining portion of a joint venture ownership and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> is recorded in equity earnings (losses) from unconsolidated hospitality ventures.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):</font></div><div style="line-height:120%;padding-top:6px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaids and other current assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">678</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">722</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">716</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed for Hyatt Regency Mexico City as of the acquisition date, primarily in our owned and leased hotels segment (in millions):</font></div><div style="line-height:120%;padding-top:6px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other current assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land, property, and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">190</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other long-term liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">202</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):</font></div><div style="line-height:120%;padding-top:6px;text-align:center;text-indent:32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted cash</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">226</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liability</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt, net of bond discount</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">186</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">199</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed, which are recorded in our owned and leased hotels segment at the date of acquisition (in millions):</font></div><div style="line-height:120%;padding-bottom:13px;padding-top:6px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:64.453125%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="70%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Receivables</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inventories</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current portion of long-term debt</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total net assets acquired</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of rent expense from continuing operations for all operating leases is as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Minimum rentals</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contingent rentals</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">62</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents revenues and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived assets by geographical region:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenues:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">United States</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,476</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,270</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,140</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">All Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">939</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">914</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">809</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,415</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,184</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,949</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Lived Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">United States</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,643</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,026</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">All Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,228</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,383</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,871</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,409</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below shows summarized consolidated financial information by segment. Included within corporate and other are unallocated corporate expenses, revenues and expenses on our vacation ownership properties (primarily for the periods prior to the sale in the fourth quarter of 2014), and the results of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">co-</font><font style="font-family:inherit;font-size:10pt;">branded credit card.</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(in millions)</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Owned and Leased Hotels</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and leased hotels revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,246</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,142</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,021</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">522</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">471</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">442</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">322</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">315</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">323</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">211</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">283</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Americas Management and Franchising</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees revenues</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">327</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">292</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,550</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,482</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,456</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment Revenues (a)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">253</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">233</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">199</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">ASPAC Management and Franchising</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees revenues</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment Revenues (a)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EAME/SW Asia Management</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees revenues</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment Revenues (a)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Corporate and other</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">93</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(131</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(114</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(107</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Eliminations (a)</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(105</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(105</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(98</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">TOTAL</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,415</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,184</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,949</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">728</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">680</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">606</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">354</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">345</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">353</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">253</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">232</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">301</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(a)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of employee SAR activity as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, and changes during </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, are presented below:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">SAR Units</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average Exercise&#160;Price (in whole dollars)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average Contractual Term</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2013:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,578,210</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.88</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">327,307</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.12</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">387,711</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.76</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.33</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited or canceled</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,222</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.22</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.17</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2014:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,465,584</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.37</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.42</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable as of December 31, 2014:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,497,366</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.98</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.37</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value of each SAR was estimated based on the date of grant using the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Black-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Scholes-</font><font style="font-family:inherit;font-size:10pt;">Merton </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">option-</font><font style="font-family:inherit;font-size:10pt;">valuation model with the following weighted average assumptions:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.39</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.44</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected Life in Years</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.290</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.330</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.251</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free Interest Rate</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.93</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.49</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected Volatility</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.32</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.67</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.84</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Annual Dividend Yield</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, is as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.703125%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized tax benefits&#8212;beginning balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total (decreases) increases&#8212;current period tax positions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total decreases&#8212;prior period tax positions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Lapse of statute of limitations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency fluctuation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized tax benefits&#8212;ending balance</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">HYATT HOTELS CORPORATION AND SUBSIDIARIES</font></div><div style="line-height:120%;padding-top:6px;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SCHEDULE II&#8212;VALUATION AND QUALIFYING ACCOUNTS</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">For the Years Ended </font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">, </font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2013</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">, and </font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2012</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"> </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(In millions of dollars)</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="33%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Column&#160;A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Column&#160;B</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Column&#160;C</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Column D</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-right:1px solid #000000;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Column&#160;E</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Description</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance&#160;at Beginning of Period</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Additions Charged&#160;to Revenues,&#160;Costs and Expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Additions Charged&#160;to Other Accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Deductions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-right:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance&#160;at&#160;End of Period</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2014:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-right:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade receivables&#8212;allowance for doubtful accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables&#8212;allowance for losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">A, C</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;valuation allowance</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">B</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2013:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-right:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade receivables&#8212;allowance for doubtful accounts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables&#8212;allowance for losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">A</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;valuation allowance</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21</font></div></td><td style="vertical-align:bottom;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2012:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-right:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade receivables&#8212;allowance for doubtful accounts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11</font></div></td><td style="vertical-align:bottom;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financing receivables&#8212;allowance for losses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-left:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets&#8212;valuation allowance</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">B</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-right:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">A</font><font style="font-family:inherit;font-size:10pt;">&#8212;This amount represents currency translation on foreign currency denominated notes receivable.</font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">B</font><font style="font-family:inherit;font-size:10pt;">&#8212;This amount represents the release of certain foreign net operating losses.</font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">C</font><font style="font-family:inherit;font-size:10pt;">&#8212;This amount includes removal of the allowance recorded in connection with the sale of our vacation ownership business.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The weighted average assumptions used in the measurement of our benefit obligation as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> (the measurement dates), for the unfunded U.S. plan are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Discount rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.65</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We estimate amortization expense for definite-lived intangibles for the years 2015 through 2019 to be:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td width="85%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;text-decoration:underline;">Years Ending December&#160;31,</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SEGMENT AND GEOGRAPHIC INFORMATION</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. Our results for the years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> reflect the segment structure of our organization following our realignment, which was effective October 1, 2012. Segment results presented here for the year ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> have been recast to show our results as if our new operating structure had existed in that period. </font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Owned and Leased Hotels</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Americas Management and Franchising</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the U.S., Latin America, Canada and the Caribbean. This segment&#8217;s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company&#8217;s owned hotels, which are eliminated in consolidation.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">ASPAC Management and Franchising</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as China, Australia, South Korea and Japan. This segment&#8217;s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company&#8217;s owned hotels, which are eliminated in consolidation.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">EAME/SW Asia Management</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings primarily from hotel management of our portfolio of brands located primarily in Europe, Africa, the Middle East and India, as well as countries along the Persian Gulf, the Arabian Sea, and Nepal. This segment&#8217;s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company&#8217;s owned hotels, which are eliminated in consolidation.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our chief operating decision maker evaluates performance based on each segment&#8217;s revenue and Adjusted EBITDA. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">pro-</font><font style="font-family:inherit;font-size:10pt;">rata share of unconsolidated hospitality ventures Adjusted EBITDA before equity earnings (losses) from unconsolidated hospitality ventures; gains on sales of real estate and other; asset impairments; </font><font style="font-family:inherit;font-size:10pt;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;">; </font><font style="font-family:inherit;font-size:10pt;">net (income) loss attributable to noncontrolling interests</font><font style="font-family:inherit;font-size:10pt;">; depreciation and amortization; interest expense; and provision for income taxes.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below shows summarized consolidated financial information by segment. Included within corporate and other are unallocated corporate expenses, revenues and expenses on our vacation ownership properties (primarily for the periods prior to the sale in the fourth quarter of 2014), and the results of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">co-</font><font style="font-family:inherit;font-size:10pt;">branded credit card.</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(in millions)</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Owned and Leased Hotels</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and leased hotels revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,246</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,142</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,021</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">522</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">471</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">442</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">322</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">315</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">323</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">211</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">283</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Americas Management and Franchising</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees revenues</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">327</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">292</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,550</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,482</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,456</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment Revenues (a)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">253</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">233</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">199</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">ASPAC Management and Franchising</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees revenues</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment Revenues (a)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EAME/SW Asia Management</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees revenues</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment Revenues (a)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Corporate and other</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">93</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(131</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(114</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(107</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Eliminations (a)</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(105</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(105</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(98</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">TOTAL</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,415</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,184</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,949</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">728</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">680</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">606</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and Amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">354</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">345</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">353</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital Expenditures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">253</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">232</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">301</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">(a)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below shows summarized consolidated balance sheet information by segment:</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Assets</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="69%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and Leased Hotels</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,682</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,726</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Americas Management and Franchising</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,165</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">ASPAC Management and Franchising</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">106</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">101</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EAME/SW Asia Management</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">184</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,030</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,797</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Eliminations (a)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,024</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,681</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">TOTAL</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,143</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,177</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-left:48px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(a) Segment assets include intercompany and investments in subsidiaries which are eliminated in Eliminations.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents revenues and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived assets by geographical region:</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenues:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">United States</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,476</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,270</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,140</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">All Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">939</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">914</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">809</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,415</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,184</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,949</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December&#160;31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Lived Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">United States</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,643</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,026</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">All Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,228</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,383</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,871</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,409</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">.</font><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="53%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years&#160;Ended&#160;December&#160;31,</font></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Adjusted EBITDA</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">728</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">680</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">606</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity earnings (losses) from unconsolidated hospitality ventures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gains on sales of real estate and other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">311</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">125</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asset impairments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other income (loss), net</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (income) loss attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(80</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(73</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">EBITDA</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">948</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">733</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(354</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(345</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(353</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(71</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(65</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(70</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provision for income taxes</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(179</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(116</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net income attributable to Hyatt Hotels Corporation</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">344</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">207</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">88</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. Our results for the years ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> reflect the segment structure of our organization following our realignment, which was effective October 1, 2012. Segment results presented here for the year ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> have been recast to show our results as if our new operating structure had existed in that period. </font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Owned and Leased Hotels</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Americas Management and Franchising</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the U.S., Latin America, Canada and the Caribbean. This segment&#8217;s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company&#8217;s owned hotels, which are eliminated in consolidation.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">ASPAC Management and Franchising</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as China, Australia, South Korea and Japan. This segment&#8217;s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company&#8217;s owned hotels, which are eliminated in consolidation.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">EAME/SW Asia Management</font><font style="font-family:inherit;font-size:10pt;">&#8212;This segment derives its earnings primarily from hotel management of our portfolio of brands located primarily in Europe, Africa, the Middle East and India, as well as countries along the Persian Gulf, the Arabian Sea, and Nepal. This segment&#8217;s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company&#8217;s owned hotels, which are eliminated in consolidation.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our chief operating decision maker evaluates performance based on each segment&#8217;s revenue and Adjusted EBITDA. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">pro-</font><font style="font-family:inherit;font-size:10pt;">rata share of unconsolidated hospitality ventures Adjusted EBITDA before equity earnings (losses) from unconsolidated hospitality ventures; gains on sales of real estate and other; asset impairments; </font><font style="font-family:inherit;font-size:10pt;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;">; </font><font style="font-family:inherit;font-size:10pt;">net (income) loss attributable to noncontrolling interests</font><font style="font-family:inherit;font-size:10pt;">; depreciation and amortization; interest expense; and provision for income taxes.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Principles of Consolidation</font><font style="font-family:inherit;font-size:10pt;">&#8212;The consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Use of Estimates</font><font style="font-family:inherit;font-size:10pt;">&#8212;We are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue Recognition</font><font style="font-family:inherit;font-size:10pt;">&#8212;Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Owned and leased hotels revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management and franchise fees earned from hotels managed and franchised worldwide:</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross rooms&#8217; revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues primarily includes revenues from our vacation ownership business, earned through the date of sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all revenue and associated direct expenses were initially deferred and recognized in earnings through the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">percentage-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">of-</font><font style="font-family:inherit;font-size:10pt;">completion method. As a result of the disposition, we entered into a master license agreement with ILG, through which we will earn license fees that are recorded to management and franchise fees in our consolidated statements of income.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211; </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues also include revenues from our co-branded credit card launched in 2010. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner; and (2) the fulfillment or expiration of a card member's activation offer. We receive incentive fees from our third-party partner upon activation of each credit card, which we defer until the associated compensated nights awarded on member activation are redeemed or expired.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Cash Equivalents</font><font style="font-family:inherit;font-size:10pt;">&#8212;We consider all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted Cash</font><font style="font-family:inherit;font-size:10pt;">&#8212;We had restricted cash of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$359&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$184&#160;million</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, which includes:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">sales proceeds for like-kind exchange agreements of </font><font style="font-family:inherit;font-size:10pt;">$143 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, that were placed into an escrow account administered by an intermediary (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;">).</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">reserves statutorily required to be held by our captive insurance subsidiary of </font><font style="font-family:inherit;font-size:10pt;">$88 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$74 million</font><font style="font-family:inherit;font-size:10pt;">, respectively (see Note </font><font style="font-family:inherit;font-size:10pt;">15</font><font style="font-family:inherit;font-size:10pt;">).</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">proceeds from </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$16 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, drawn on a loan that are being used for the development of a hotel in Brazil (see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">).</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, related to debt service on bonds that were acquired in connection with the acquisition of the entity that owned the Grand Hyatt San Antonio hotel (see Note </font><font style="font-family:inherit;font-size:10pt;">10</font><font style="font-family:inherit;font-size:10pt;">). In addition, we have </font><font style="font-family:inherit;font-size:10pt;">$9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$11 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, recorded in other assets.</font></div></td></tr></table><div style="line-height:120%;padding-top:6px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, restricted cash includes </font><font style="font-family:inherit;font-size:10pt;">$87 million</font><font style="font-family:inherit;font-size:10pt;"> for the sales of two Canadian hotels, as the Canadian tax regulations require a portion of the proceeds to be classified as restricted (see Note </font><font style="font-family:inherit;font-size:10pt;">8</font><font style="font-family:inherit;font-size:10pt;">). The remaining restricted cash balances of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$10&#160;million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively, relate to secured real estate taxes, property insurance, escrow deposits on purchases of our vacation ownership intervals, escrow deposits on construction projects, security deposits, property and equipment reserves, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term loans. These amounts are invested in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">interest-</font><font style="font-family:inherit;font-size:10pt;">bearing accounts.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Investments</font><font style="font-family:inherit;font-size:10pt;">&#8212;We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary as a result of qualitative and/or quantitative characteristics. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity ("VIE") that most significantly impact the entity&#8217;s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for under the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We assess investments in unconsolidated affiliates for impairment quarterly. When there is indication that a loss in value has occurred, we evaluate the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, we use our judgment to determine if the decline in value is other-than-temporary. In determining this, we consider factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, our intent and ability to recover the lost value and current economic conditions. Impairments that are deemed other-than-temporary are charged to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable Securities</font><font style="font-family:inherit;font-size:10pt;">&#8212;Our investments in marketable securities are principally included within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">short-</font><font style="font-family:inherit;font-size:10pt;">term investments and other assets in the consolidated balance sheets and are classified as either trading or </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale ("AFS") (see Note&#160;</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). Marketable securities are recorded at fair value based on listed market prices or dealer price quotations where available. Listed market prices and dealer price quotations are not available to value our preferred investment, therefore, we utilize an option pricing model, which requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value (see Note </font><font style="font-family:inherit;font-size:10pt;">5</font><font style="font-family:inherit;font-size:10pt;">).</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our marketable securities consist of various types of mutual funds, preferred shares, time deposits, common stock and fixed income securities, including U.S. government obligations, obligations of other government agencies, corporate debt, mortgage-backed and asset-backed securities and municipal and provincial bonds. Realized and unrealized gains and losses on trading securities are reflected in our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;">. </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale securities with unrealized gains and losses are reported as part of accumulated other comprehensive loss on the consolidated balance sheets. Realized gains and losses on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale securities are recognized in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other income (loss), net</font><font style="font-family:inherit;font-size:10pt;"> based on the cost of the securities using specific identification. </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Available-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">for-</font><font style="font-family:inherit;font-size:10pt;">sale securities are assessed for impairment quarterly. To determine if an impairment is </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">than-</font><font style="font-family:inherit;font-size:10pt;">temporary, we consider the duration and severity of the loss position, the strength of the underlying collateral, the term to maturity, credit rating and our intent to sell. For debt securities that are deemed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">than-</font><font style="font-family:inherit;font-size:10pt;">temporarily impaired and there is no intent to sell, impairments are separated into the amount related to the credit loss, which is recorded in our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> and the amount related to all other factors, which is recorded in accumulated other comprehensive loss. For debt securities that are deemed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">other-</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">than-</font><font style="font-family:inherit;font-size:10pt;">temporarily impaired and there is intent to sell, impairments in their entirety are recorded on our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency</font><font style="font-family:inherit;font-size:10pt;">&#8212;The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">year-</font><font style="font-family:inherit;font-size:10pt;">end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders&#8217; equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term nature are generally included in other comprehensive income (loss). Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term nature are included in earnings.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Financing Receivables</font><font style="font-family:inherit;font-size:10pt;">&#8212;We define financing receivables as financing arrangements that represent a contractual right to receive money either on demand or on fixed or determinable dates and that are recognized on our consolidated balance sheets at amortized cost in current and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. We have divided our financing receivables into three portfolio segments based on the level at which we develop and document a systematic methodology to determine the allowance for credit losses. Based on their initial measurement, risk characteristics and our method for monitoring and assessing credit risk, we have determined the class of financing receivables to correspond to our identified portfolio segments, which are as follows:</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Secured Financing to Hotel Owners</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. We determine our secured financing to hotel owners to be non-performing if either interest or principal is greater than 90 days past due based on the contractual terms of the individual mortgage loans.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We individually assess all loans in this portfolio for impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including loan performance, individual market factors, hotel performance, and the collateral of the underlying hotel. We measure loan impairment based on either the present value of expected future cash flows discounted at the loan&#8217;s effective interest rate or the estimated fair value of the collateral. The measurement method used is based on which would be most appropriate given the nature of the loan, the underlying collateral, and the facts and circumstances of the individual loan. For impaired loans, we establish a specific loan loss reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If we consider secured financing to hotel owners to be non-performing or impaired, we place the financing receivable on non-accrual status. We will recognize interest income when received for non-accruing finance receivables. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed. We write off secured financing to hotel owners when we determine that the loans are uncollectible and when all commercially reasonable means of recovering the loan balances have been exhausted.</font></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vacation Ownership Mortgage Receivables. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we have completed the sale of our vacation ownership business and thus the outstanding balance in vacation ownership mortgage receivables is zero.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These financing receivables were comprised of various mortgage loans related to our financing of vacation ownership interval sales. We recorded an estimate of uncollectibility as a reduction of sales revenue at the time revenue was recognized on a vacation ownership interval sale. We evaluated this portfolio collectively as we held a large group of homogeneous, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">smaller-</font><font style="font-family:inherit;font-size:10pt;">balance, vacation ownership mortgage receivables and used a technique referred to as static pool analysis, which tracked uncollectibles over the entire life of those mortgage receivables. We used static pool analysis as the basis for determining our general reserve requirements on our vacation ownership mortgage receivables. The adequacy of the related allowance was determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including defaults, aging and historical </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">write-</font><font style="font-family:inherit;font-size:10pt;">offs of these receivables. The allowance was maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We determined our vacation ownership mortgage receivables to be non-performing if either interest or principal was greater than 120 days past due based on the contractual terms of the individual mortgage loans and would not recognize interest income. We wrote-off vacation ownership mortgage receivables that were over 120 days past due, on the date which we determined the mortgage receivables to be uncollectible.</font></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:42px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unsecured Financing to Hotel Owners</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These financing receivables are primarily made up of individual loans and other types of unsecured financing arrangements provided to hotel owners. These financing receivables have stated maturities and interest rates, however, the repayment terms vary and may be dependent upon future cash flows of the hotel. We determine our unsecured financing to hotel owners to be non-performing if interest or principal is greater than 90 days past due or if estimates of future cash flows available for repayment of these receivables indicate that there is a collectibility risk. We do not recognize interest income on non-performing financing arrangements and only resume interest recognition if the financing receivable becomes current.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We individually assess all financing receivables in this portfolio for collectability and impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due according to the contractual terms of the individual loan agreement based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including capital structure, individual hotel performance, and individual financing arrangement. We measure loan impairment based on the present value of expected future cash flows discounted at the loan&#8217;s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. The impairment reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:78px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:60px;"><font style="font-family:inherit;font-size:10pt;">&#8211;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We write off unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Inventories</font><font style="font-family:inherit;font-size:10pt;">&#8212;Inventories are comprised of operating supplies and equipment that have a period of consumption of one year or less, and food and beverage items at our owned and leased hotels at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. As of December 31, 2013, inventories principally was comprised of unsold vacation ownership intervals of </font><font style="font-family:inherit;font-size:10pt;">$64 million</font><font style="font-family:inherit;font-size:10pt;">. Due to the sale of our vacation ownership business in the fourth quarter of 2014, we no longer hold inventories of unsold vacation ownership intervals. As of December 31, 2013, vacation ownership inventory was carried at the lower of cost or market, based on relative sales value or net realizable value and was classified as a current asset consistent with recognized industry practice. Based on management's assessment, no impairment charges were recorded related to vacation ownership inventory in 2012, 2013 or in 2014 prior to the sale of this business. Food and beverage and operating and supplies equipment inventories are generally valued at the lower of cost (</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">first-</font><font style="font-family:inherit;font-size:10pt;">in, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">first-</font><font style="font-family:inherit;font-size:10pt;">out) or market. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Property and Equipment</font><font style="font-family:inherit;font-size:10pt;">&#8212;Property and equipment are stated at cost, including interest incurred during development and construction periods. Depreciation and amortization are recognized over the estimated useful lives of the assets, primarily on the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">straight-</font><font style="font-family:inherit;font-size:10pt;">line method. All repair and maintenance costs are expensed as incurred.</font></div><div style="line-height:120%;padding-top:12px;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Useful lives assigned to property and equipment are as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="2" rowspan="1"></td></tr><tr><td width="44%" rowspan="1" colspan="1"></td><td width="56%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings and improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15-50 years</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The shorter of the lease term or useful life of asset</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture and equipment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-20 years</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Computers</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-7 years</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:bold;text-decoration:none;">Long-</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Lived Assets and </font><font style="font-family:inherit;font-size:10pt;color:#000000;font-weight:bold;text-decoration:none;">Definite-</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Lived Intangibles</font><font style="font-family:inherit;font-size:10pt;">&#8212;We evaluate the carrying value of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived assets and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">definite-</font><font style="font-family:inherit;font-size:10pt;">lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived asset or definite-lived intangible may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">lived assets and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">definite-</font><font style="font-family:inherit;font-size:10pt;">lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Acquisitions</font><font style="font-family:inherit;font-size:10pt;">&#8212;Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by us have been included in the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">consolidated statements of income</font><font style="font-family:inherit;font-size:10pt;"> since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, preliminary estimates, options, or commitments specified except as otherwise disclosed in Note </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;text-decoration:none;">8</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Guarantees</font><font style="font-family:inherit;font-size:10pt;">&#8212;We enter into performance guarantees related to certain hotels that we manage or debt repayment guarantees with respect to certain hotels primarily in which we also hold an equity investment.&#160;We record a liability for the fair value of these performance and debt repayment guarantees at their inception date. The corresponding offset depends on the circumstances in which the guarantee was issued.&#160;We amortize the liability for the fair value of a guarantee into income over the term of the guarantee using a systematic and rational, risk-based approach. Performance guarantees are amortized into income in other income (loss), net in the consolidated income statements and debt repayment guarantees that relate to our equity method investments are amortized into income in equity earnings (losses) from unconsolidated hospitality ventures in the consolidated statements of income. On a quarterly basis, we evaluate the likelihood of funding under a guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we will record a separate contingent liability. The expense related to the separate contingent liability is recognized in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures in the period that we determine funding is probable for that period. For additional information about guarantees, see Note </font><font style="font-family:inherit;font-size:10pt;">15</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill</font><font style="font-family:inherit;font-size:10pt;">&#8212;As required, we evaluate goodwill for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount. This is done either by performing a qualitative assessment or proceeding to the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the two-step process. When determining fair value, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term growth rates, estimated costs and appropriate discount rates. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, discount rates and the terminal value growth rate assumptions. Our estimates of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit&#8217;s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">9</font><font style="font-family:inherit;font-size:10pt;"> for additional information about goodwill.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Indefinite-Lived Intangibles</font><font style="font-family:inherit;font-size:10pt;">&#8212;As required, we evaluate indefinite-lived intangibles for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Indefinite-lived intangibles impairment is determined by comparing the fair value of the asset to its carrying amount. This is done either by performing a qualitative or quantitative assessment, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the quantitative analysis. When determining fair value, we primarily utilize the income approach. Under the income approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates and appropriate discount rates based on the weighted average cost of capital. Our estimates of long-term growth are based on historical data, various internal estimates and a variety of external sources. See Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">9</font><font style="font-family:inherit;font-size:10pt;"> for additional information about indefinite-lived intangibles.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Taxes</font><font style="font-family:inherit;font-size:10pt;">&#8212;We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note&#160;</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">14</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Value</font><font style="font-family:inherit;font-size:10pt;">&#8212;We disclose the fair value of our financial assets and liabilities based on observable market information where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and, therefore, fair values cannot always be determined with precision. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accounting Principles Generally Accepted in the United States of America (&#8220;GAAP&#8221;) establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. When determining fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the hierarchy are as follows:</font></div><div style="line-height:120%;padding-top:8px;padding-left:42px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level One&#8212;Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;</font></div><div style="line-height:120%;padding-top:8px;padding-left:42px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level Two&#8212;Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability;</font></div><div style="line-height:120%;padding-top:8px;padding-left:42px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level Three&#8212;Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We utilize the market approach and income approach for valuing our financial instruments. The market approach utilizes prices and information generated by market transactions involving identical or similar assets and liabilities and the income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">short-</font><font style="font-family:inherit;font-size:10pt;">term nature of these items and their close proximity to maturity. For additional information about fair value, see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5</font><font style="font-family:inherit;font-size:10pt;">. The fair value of marketable securities is discussed in Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">; the fair value of financing receivables is discussed in Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7</font><font style="font-family:inherit;font-size:10pt;">; and the fair value of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">long-</font><font style="font-family:inherit;font-size:10pt;">term debt is discussed in Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Hyatt Gold Passport Fund</font><font style="font-family:inherit;font-size:10pt;">&#8212;The Hyatt Gold Passport Program (the &#8220;Program&#8221;) is our loyalty program. We operate the Program for the benefit of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Program is operated through the Hyatt Gold Passport Fund (the &#8220;Fund&#8221;), which is owned collectively by the owners of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Fund has been established to provide for the payment of operating expenses and redemptions of member awards associated with the Program. The Fund is maintained and managed by us on behalf of and for the benefit of the Hyatt portfolio of hotels. We have evaluated our investment in the Fund and have determined that the Fund qualifies as a VIE and, as a result of the Company being the primary beneficiary, we have consolidated the Fund.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Program allows members to earn points based on their spending at the Hyatt portfolio of properties. Points earned by members can be redeemed for goods and services at the Hyatt portfolio of properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members&#8217; qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for the Program&#8217;s operating costs as incurred, we recognize this revenue from properties at the time such costs are incurred and expensed. We defer revenue received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We actuarially determine the expected fair value of the future redemption obligation based on statistical formulas that project the timing of future point redemption based on historical experience, including an estimate of the &#8220;breakage&#8221; for points that will never be redeemed, and an estimate of the points that will eventually be redeemed. Actual expenditures for the Program may differ from the actuarially determined liability.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, total assets of the Fund were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$429&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$368&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively, including </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$145&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$106&#160;million</font><font style="font-family:inherit;font-size:10pt;"> of current assets, respectively. Marketable securities held by the Fund and included in other non-current assets were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$284&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$262&#160;million</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4</font><font style="font-family:inherit;font-size:10pt;">). As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, total liabilities of the Fund were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$429&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$368&#160;million</font><font style="font-family:inherit;font-size:10pt;">, respectively, including </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$145&#160;million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$106&#160;million</font><font style="font-family:inherit;font-size:10pt;"> of current liabilities, respectively. The current liabilities include </font><font style="font-family:inherit;font-size:10pt;">$132 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$94 million</font><font style="font-family:inherit;font-size:10pt;"> of accrued expenses and other current liabilities as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively. The </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">non-</font><font style="font-family:inherit;font-size:10pt;">current liabilities of the Fund are included in other long-term liabilities (see Note </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13</font><font style="font-family:inherit;font-size:10pt;">).</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recently Issued Accounting Pronouncements</font></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Adopted Accounting Standards</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2013, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2013-04 ("ASU 2013-04"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The provisions of ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not materially impact our consolidated financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2013, the FASB released Accounting Standards Update No. 2013-05 ("ASU 2013-05"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force).</font><font style="font-family:inherit;font-size:10pt;">&#160;ASU 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not materially impact our consolidated financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2013, the FASB released Accounting Standards Update No. 2013-11 ("ASU 2013-11"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not materially impact our consolidated financial statements. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In April 2014, the FASB released Accounting Standards Update No. 2014-08 ("ASU 2014-08"),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity</font><font style="font-family:inherit;font-size:10pt;">. ASU 2014-08 changes the requirements for reporting discontinued operations and expands the required disclosures surrounding discontinued operations. The provisions of ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted for disposals that have not been reported in previously issued financial statements. We have elected to early adopt ASU 2014-08 and have no disposals which qualify as discontinued operations.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Future Adoption of Accounting Standards</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:28px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2014, the FASB released Accounting Standards Update No. 2014-09 (&#8220;ASU 2014-09&#8221;),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606).&#160;</font><font style="font-family:inherit;font-size:10pt;">ASU 2014-09 provides a single, comprehensive revenue recognition model for contracts with customers. The provisions of ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In June 2014, the FASB released Accounting Standards Update No. 2014-10 (&#8220;ASU 2014-10&#8221;),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.&#160;</font><font style="font-family:inherit;font-size:10pt;">ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP and it eliminates an exception provided in the consolidation guidance for development stage enterprises. The provisions of ASU 2014-10 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. When adopted, ASU 2014-10 is not expected to materially impact our consolidated financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB released Accounting Standards Update No. 2014-15 (&#8220;ASU 2014-15&#8221;),&#160;</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity&#8217;s Ability to Continue as a Going Concern.&#160;</font><font style="font-family:inherit;font-size:10pt;">ASU 2014-15 provides guidance related to management&#8217;s responsibility to evaluate whether there is substantial doubt about an entity&#8217;s ability to continue as a going concern and the related footnote disclosures. The provisions of ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. When adopted, ASU 2014-15 is not expected to materially impact our consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">STOCKHOLDERS&#8217; EQUITY AND COMPREHENSIVE LOSS</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Common Stock&#8212;</font><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, Pritzker family business interests beneficially owned, in the aggregate, approximately </font><font style="font-family:inherit;font-size:10pt;">77.5%</font><font style="font-family:inherit;font-size:10pt;"> of our Class B common stock, representing approximately </font><font style="font-family:inherit;font-size:10pt;">57.9%</font><font style="font-family:inherit;font-size:10pt;"> of the outstanding shares of our common stock and approximately </font><font style="font-family:inherit;font-size:10pt;">74.9%</font><font style="font-family:inherit;font-size:10pt;"> of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests are able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors and other significant corporate transactions. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. Pursuant to the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, the Pritzker family business interests have agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock. In addition, other stockholders, including entities affiliated with Goldman, Sachs&#160;&amp; Co. and Madrone GHC, LLC, beneficially own, in the aggregate, approximately </font><font style="font-family:inherit;font-size:10pt;">22.5%</font><font style="font-family:inherit;font-size:10pt;"> of our outstanding Class B common stock, representing approximately </font><font style="font-family:inherit;font-size:10pt;">16.8%</font><font style="font-family:inherit;font-size:10pt;"> of the outstanding shares of our common stock and approximately </font><font style="font-family:inherit;font-size:10pt;">21.8%</font><font style="font-family:inherit;font-size:10pt;"> of the total voting power of our outstanding common stock. Pursuant to the 2007 Stockholders&#8217; Agreement, these entities have also agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Share Repurchase</font><font style="font-family:inherit;font-size:10pt;">&#8212; During 2014 and 2013, our board of directors authorized the repurchase of up to </font><font style="font-family:inherit;font-size:10pt;">$700 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">$400 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, of the Company's common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.&#160; The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014 and 2013, the Company repurchased </font><font style="font-family:inherit;font-size:10pt;">7,693,326</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">6,604,768</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock, respectively. These shares of common stock were repurchased at a weighted average price of </font><font style="font-family:inherit;font-size:10pt;">$57.79</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">$41.64</font><font style="font-family:inherit;font-size:10pt;"> per share, respectively, for an aggregate purchase price of </font><font style="font-family:inherit;font-size:10pt;">$445 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;">$275 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, excluding related expenses that were insignificant in both periods. Of the </font><font style="font-family:inherit;font-size:10pt;">$445 million</font><font style="font-family:inherit;font-size:10pt;"> aggregate purchase price during the </font><font style="font-family:inherit;font-size:10pt;">year ended</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$443 million</font><font style="font-family:inherit;font-size:10pt;"> was settled in cash during the period. The shares repurchased during 2014 represented approximately </font><font style="font-family:inherit;font-size:10pt;">5%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's total shares of common stock outstanding as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">. The shares repurchased during 2013 represented approximately </font><font style="font-family:Times New Roman;font-size:10pt;">4%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's total shares of common stock outstanding as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2012</font><font style="font-family:inherit;font-size:10pt;">. The shares of Class A common stock that were repurchased on the open market were retired and returned to authorized and unissued status while the shares of Class B common stock that were repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares repurchased. As of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;">, we had </font><font style="font-family:inherit;font-size:10pt;">$444 million</font><font style="font-family:inherit;font-size:10pt;"> remaining under the current share repurchase authorization. </font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Other Comprehensive Loss&#8212;</font><font style="font-family:inherit;font-size:10pt;">The following table details the accumulated other comprehensive loss activity for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.3125%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="41%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">January 1, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Current period other comprehensive income (loss) before reclassification</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Reclassified from Accumulated Other Comprehensive Loss (a)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(155</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on AFS securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized pension cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on derivative instruments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Other Comprehensive Loss</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(85</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(160</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">(a) Foreign currency translation adjustments, net of a tax impact of $0, reclassified from accumulated other comprehensive loss were recognized as a deferred gain within other long-term liabilities on the consolidated balance sheets when we sold a hotel and substantially liquidated the entity.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">January 1, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Current period other comprehensive income (loss) before reclassification</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount Reclassified from Accumulated Other Comprehensive Loss (b)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(54</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on AFS securities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrecognized pension cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unrealized gain (loss) on derivative instruments</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Other Comprehensive Loss</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(67</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td colspan="16" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">(b) Foreign currency translation adjustments, net of an insignificant tax impact, reclassified from accumulated other comprehensive loss were recognized within equity earnings (losses) from unconsolidated hospitality ventures on the consolidated statements of income.</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2015, we announced that a Hyatt affiliate sold the Hyatt Regency Indianapolis for approximately </font><font style="font-family:inherit;font-size:10pt;">$71 million</font><font style="font-family:inherit;font-size:10pt;"> and entered into a franchise agreement for the hotel.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Use of Estimates</font><font style="font-family:inherit;font-size:10pt;">&#8212;We are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.</font></div></div> Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations. EX-101.SCH 12 h-20141231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2419403 - Disclosure - Accumulated Other Comprehensive Loss (Details) link:presentationLink link:calculationLink link:definitionLink 2419403 - Disclosure - Accumulated Other Comprehensive Loss (Details) link:presentationLink link:calculationLink link:definitionLink 2109100 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations link:presentationLink link:calculationLink link:definitionLink 2409402 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Acquisitions Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2409405 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Assets Held for Sale Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2409403 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Dispositions Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2409407 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Grand Hyatt San Antonio Assets and Liabilities Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2409406 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Lost Pines Assets and Liabilities Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2409409 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Mexico City Assets and Liabilities Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2409408 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Orlando Assets and Liabilities Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2409404 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Like-Kind Exchanges Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2309301 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Tables) link:presentationLink link:calculationLink link:definitionLink 2117100 - Disclosure - Commitments And Contingencies link:presentationLink link:calculationLink link:definitionLink 2417404 - Schedule - Commitments And Contingencies Commitments and Contingencies (Debt Repayment Guarantee) (Details) link:presentationLink link:calculationLink link:definitionLink 2417403 - Disclosure - Commitments And Contingencies Commitments and Contingencies (Schedule of Guarantor Obligations) (Details) link:presentationLink link:calculationLink link:definitionLink 2417402 - Disclosure - Commitments And Contingencies (Guarantees And Commitments Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2417405 - Disclosure - Commitments And Contingencies (Self Insurance, Collective Bargaining Agreements, Surety Bonds, and Letters Of Credit Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2317301 - Disclosure - Commitments And Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 1003000 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1003501 - Statement - Consolidated Balance Sheets Consolidated Balance Sheet Parentheticals link:presentationLink link:calculationLink link:definitionLink 1005000 - Statement - Consolidated Statement of Changes in Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 1004000 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1004001 - Statement - Consolidated Statements Of Cash Flows Statement of Cash Flow Parenthetical link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - Consolidated Statements of Comprehensive Income link:presentationLink link:calculationLink link:definitionLink 1002501 - Statement - Consolidated Statements of Comprehensive Income Parentheticals link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - Consolidated Statements Of Income link:presentationLink link:calculationLink link:definitionLink 2111100 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 2411410 - Disclosure - Debt Debt (Capital Lease Obligation) (Details) link:presentationLink link:calculationLink link:definitionLink 2411407 - Disclosure - Debt Debt (Contract Revenue Bonds Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2411408 - Disclosure - Debt Debt (Floating Average Rate Construction Loan Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2411409 - Disclosure - Debt Debt (Senior Secured Term Loan) (Details) link:presentationLink link:calculationLink link:definitionLink 2411406 - Disclosure - Debt (Fair Value) (Details) link:presentationLink link:calculationLink link:definitionLink 2411405 - Disclosure - Debt (Revolving Credit Facility Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2411402 - Disclosure - Debt (Schedule of Debt) (Details) link:presentationLink link:calculationLink link:definitionLink 2411403 - Disclosure - Debt (Schedule of Maturities) (Details) link:presentationLink link:calculationLink link:definitionLink 2411404 - Disclosure - Debt (Senior Notes Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2311301 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document and Entity Information Document link:presentationLink link:calculationLink link:definitionLink 2123100 - Disclosure - Earnings Per Share link:presentationLink link:calculationLink link:definitionLink 2423403 - Disclosure - Earnings Per Share (Anti-dilutive Shares Issued) (Details) link:presentationLink link:calculationLink link:definitionLink 2423402 - Disclosure - Earnings Per Share (Schedule of the Calculation of Basic and Diluted Earnings Per Share) (Details) link:presentationLink link:calculationLink link:definitionLink 2323301 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2114100 - Disclosure - Employee Benefit Plans link:presentationLink link:calculationLink link:definitionLink 2414404 - Disclosure - Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) link:presentationLink link:calculationLink link:definitionLink 2414403 - Disclosure - Employee Benefit Plans (Change in Benefit Obligation) (Details) link:presentationLink link:calculationLink link:definitionLink 2414408 - Disclosure - Employee Benefit Plans (Costs Incurred for Employee Benefit Costs) (Details) link:presentationLink link:calculationLink link:definitionLink 2414402 - Disclosure - Employee Benefit Plans (Defined Benefit Plans Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2414411 - Disclosure - Employee Benefit Plans Employee Benefit Plans (Multi-Employer Health Plans) (Details) link:presentationLink link:calculationLink link:definitionLink 2414410 - Disclosure - Employee Benefit Plans Employee Benefit Plans (Multi-Employer Pension Plans) (Details) link:presentationLink link:calculationLink link:definitionLink 2414409 - Disclosure - Employee Benefit Plans (Employee Stock Purchase Program Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2414407 - Disclosure - Employee Benefit Plans (Expected Benefit Payments) (Details) link:presentationLink link:calculationLink link:definitionLink 2314301 - Disclosure - Employee Benefit Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 2414405 - Disclosure - Employee Benefit Plans (Weighted Average of Benefit Obligation) (Details) link:presentationLink link:calculationLink link:definitionLink 2414406 - Disclosure - Employee Benefit Plans (Weighted Average of Net Benefit Cost) (Details) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Equity link:presentationLink link:calculationLink link:definitionLink 2103100 - Disclosure - Equity And Cost Method Investments link:presentationLink link:calculationLink link:definitionLink 2403403 - Disclosure - Equity And Cost Method Investments (Equity And Cost Method Investment Balances) (Details) link:presentationLink link:calculationLink link:definitionLink 2403402 - Disclosure - Equity And Cost Method Investments (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2303301 - Disclosure - Equity And Cost Method Investments (Tables) link:presentationLink link:calculationLink link:definitionLink 2403404 - Disclosure - Equity Method Investments (Carrying Value and Ownership Percentages of Equity Method Investments) (Details) link:presentationLink link:calculationLink link:definitionLink 2403405 - Disclosure - Equity Method Investments (Summarized Financial Information) (Details) link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Equity (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 2106100 - Disclosure - Fair Value Measurement link:presentationLink link:calculationLink link:definitionLink 2406403 - Disclosure - Fair Value Measurement (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) link:presentationLink link:calculationLink link:definitionLink 2406404 - Disclosure - Fair Value Measurement Fair Value Inputs, Assets, Quantitative Information (Details) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Fair Value Measurement (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2306301 - Disclosure - Fair Value Measurement (Tables) link:presentationLink link:calculationLink link:definitionLink 2108100 - Disclosure - Financing Receivables link:presentationLink link:calculationLink link:definitionLink 2408405 - Disclosure - Financing Receivables (Allowance For Credit Losses) (Details) link:presentationLink link:calculationLink link:definitionLink 2408408 - Disclosure - Financing Receivables (Analysis of Financing Receivables) (Details) link:presentationLink link:calculationLink link:definitionLink 2408409 - Disclosure - Financing Receivables Financing Receivables (Fair Value) (Details) (Details) link:presentationLink link:calculationLink link:definitionLink 2408406 - Disclosure - Financing Receivables (Impaired Loans) (Details) link:presentationLink link:calculationLink link:definitionLink 2408407 - Disclosure - Financing Receivables (Interest Income Recognized) (Details) link:presentationLink link:calculationLink link:definitionLink 2408402 - Disclosure - Financing Receivables (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2408403 - Disclosure - Financing Receivables (Schedule Of Financing Receivables) (Details) link:presentationLink link:calculationLink link:definitionLink 2408404 - Disclosure - Financing Receivables (Schedule Of Future Maturities) (Details) link:presentationLink link:calculationLink link:definitionLink 2308301 - Disclosure - Financing Receivables (Tables) link:presentationLink link:calculationLink link:definitionLink 2110100 - Disclosure - Goodwill And Intangible Assets link:presentationLink link:calculationLink link:definitionLink 2410408 - Disclosure - Goodwill And Intangible Assets (Future Amortization Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2410407 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Amortization Expense Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2410410 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Impairments Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2410403 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Intangibles Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2410405 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Changes Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2410409 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Impairments Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2410402 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2410404 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Indefinite Lived Impairments Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2410406 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Intangible Assets Table) (Details) link:presentationLink link:calculationLink link:definitionLink 2310301 - Disclosure - Goodwill And Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2116100 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2416403 - Disclosure - Income Taxes (Domestic and Foreign Components of Pretax Income) (Details) link:presentationLink link:calculationLink link:definitionLink 2416405 - Disclosure - Income Taxes (Effective Tax Rate Reconciliation) (Details) link:presentationLink link:calculationLink link:definitionLink 2416402 - Disclosure - Income Taxes (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2416404 - Disclosure - Income Taxes (Provision (Benefit) for Income Taxes from Continuing Operations) (Details) link:presentationLink link:calculationLink link:definitionLink 2416406 - Disclosure - Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 2316301 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2416407 - Disclosure - Income Taxes (Unrecognized Tax Benefits Rollforward) (Details) link:presentationLink link:calculationLink link:definitionLink 2112100 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 2412405 - Disclosure - Leases (Corporate Office Space) (Details) link:presentationLink link:calculationLink link:definitionLink 2412403 - Disclosure - Leases (Future Minimum Capital Lease Payments) (Details) link:presentationLink link:calculationLink link:definitionLink 2412402 - Disclosure - Leases (Future Minimum Operating Lease Payments) (Details) link:presentationLink link:calculationLink link:definitionLink 2412404 - Disclosure - Leases (Hyatt Regency Grand Cypress) (Details) link:presentationLink link:calculationLink link:definitionLink 2412406 - Disclosure - Leases (Rent Expense) (Details) link:presentationLink link:calculationLink link:definitionLink 2412407 - Disclosure - Leases (Retail Lease Receipts) (Details) link:presentationLink link:calculationLink link:definitionLink 2312301 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 2405405 - Disclosure - Marketable Securities (Investments Classified as Available for Sale) (Details) link:presentationLink link:calculationLink link:definitionLink 2405404 - Disclosure - Marketable Securities (Investments) (Details) link:presentationLink link:calculationLink link:definitionLink 2405403 - Disclosure - Marketable Securities (Marketable Securities Held to Fund Operating Programs) (Details) link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - Marketable Securities (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2105100 - Disclosure - Marketable Securities (Notes) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Marketable Securities (Tables) link:presentationLink link:calculationLink link:definitionLink 2101100 - Disclosure - Organization link:presentationLink link:calculationLink link:definitionLink 2401401 - Disclosure - Organization (Details) link:presentationLink link:calculationLink link:definitionLink 2125100 - Disclosure - Other Income (Loss), Net link:presentationLink link:calculationLink link:definitionLink 2425402 - Disclosure - Other Income (Loss), Net (Reconciliation of Components in Other Income (Loss), Net) (Details) link:presentationLink link:calculationLink link:definitionLink 2325301 - Disclosure - Other Income (Loss), Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2315301 - Disclosure - Other Long-Term Liabiliites (Tables) link:presentationLink link:calculationLink link:definitionLink 2115100 - Disclosure - Other Long-Term Liabilities link:presentationLink link:calculationLink link:definitionLink 2415402 - Disclosure - Other Long-Term Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2107100 - Disclosure - Property and Equipment link:presentationLink link:calculationLink link:definitionLink 2407402 - Disclosure - Property and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 2407403 - Disclosure - Property and Equipment (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2307301 - Disclosure - Property and Equipment (Tables) link:presentationLink link:calculationLink link:definitionLink 2127100 - Disclosure - Quarterly Financial Information (Unaudited) link:presentationLink link:calculationLink link:definitionLink 2427402 - Disclosure - Quarterly Financial Information (Unaudited) (Details) link:presentationLink link:calculationLink link:definitionLink 2327301 - Disclosure - Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 2121100 - Disclosure - Related-Party Transactions link:presentationLink link:calculationLink link:definitionLink 2421404 - Disclosure - Related-Party Transactions (Equity Method Investments Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2421401 - Disclosure - Related-Party Transactions (Leases Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2421402 - Disclosure - Related-Party Transactions (Legal Services Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2421403 - Disclosure - Related-Party Transactions (Other Services Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2421405 - Disclosure - Related-Party Transactions (Share Repurchase Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2122100 - Disclosure - Segment and Geographic Information link:presentationLink link:calculationLink link:definitionLink 2422403 - Disclosure - Segment and Geographic Information (Assets) (Details) link:presentationLink link:calculationLink link:definitionLink 2422405 - Disclosure - Segment and Geographic Information (Reconciliation of Consolidated Adjusted EBITDA to EBITDA and a Reconciliation of EBITDA to Net Income (Loss) attributable to Hyatt Hotels Corporation) (Details) link:presentationLink link:calculationLink link:definitionLink 2422404 - Disclosure - Segment and Geographic Information (Schedule of Revenues from External Customers and Long-Lived Assets) (Details) link:presentationLink link:calculationLink link:definitionLink 2422402 - Disclosure - Segment and Geographic Information (Summarized Consolidated Financial Information by Segment) (Details) link:presentationLink link:calculationLink link:definitionLink 2322301 - Disclosure - Segment and Geographic Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2120100 - Disclosure - Stock-Based Compensation link:presentationLink link:calculationLink link:definitionLink 2420402 - Disclosure - Stock-Based Compensation (Compensation Expense Related To Long-Term Incentive Plan) (Details) link:presentationLink link:calculationLink link:definitionLink 2420403 - Disclosure - Stock Based Compensation (Income Tax Benefit Share Based Compensation) (Details) link:presentationLink link:calculationLink link:definitionLink 2420407 - Disclosure - Stock-Based Compensation (RSU Activity by Grant Date) (Details) link:presentationLink link:calculationLink link:definitionLink 2420405 - Disclosure - Stock-Based Compensation (SAR Valuation Assumptions) (Details) link:presentationLink link:calculationLink link:definitionLink 2420404 - Disclosure - Stock-Based Compensation (Stock Appreciation Rights by Grant Date) (Details) link:presentationLink link:calculationLink link:definitionLink 2420409 - Disclosure - Stock-Based Compensation Stock-Based Compensation (Summary of PSS Activity) (Details) link:presentationLink link:calculationLink link:definitionLink 2420408 - Disclosure - Stock-Based Compensation (Summary of RSU Activity) (Details) link:presentationLink link:calculationLink link:definitionLink 2420406 - Disclosure - Stock-Based Compensation (Summary of SAR Activity) (Details) link:presentationLink link:calculationLink link:definitionLink 2320301 - Disclosure - Stock-Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 2420410 - Disclosure - Stock-Based Compensation (Unearned Compensation) (Details) link:presentationLink link:calculationLink link:definitionLink 2126100 - Disclosure - Subsequent Event link:presentationLink link:calculationLink link:definitionLink 2426402 - Disclosure - Subsequent Event Subsequent Event (Details) link:presentationLink link:calculationLink link:definitionLink 2326301 - Disclosure - Subsequent Event Subsequent Event (Tables) link:presentationLink link:calculationLink link:definitionLink 2402403 - Disclosure - Summary of Significant Accounting Policies (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2102100 - Disclosure - Summary of Significant Accounting Policies (Notes) link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2402404 - Disclosure - Summary of Significant Accounting Policies (Property and Equipment) (Details) link:presentationLink link:calculationLink link:definitionLink 2302302 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2128100 - Disclosure - Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 2428401 - Disclosure - Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 13 h-20141231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 14 h-20141231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 15 h-20141231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Income Tax Disclosure [Abstract] Current Federal Current Federal Tax Expense (Benefit) Current State Current State and Local Tax Expense (Benefit) Current Foreign Current Foreign Tax Expense (Benefit) Total Current Current Income Tax Expense (Benefit) Deferred Federal Deferred Federal Income Tax Expense (Benefit) Deferred State Deferred State and Local Income Tax Expense (Benefit) Deferred Foreign Deferred Foreign Income Tax Expense (Benefit) Total Deferred Deferred Income Tax Expense (Benefit) Total Income Tax Expense (Benefit) Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Schedule Of Secured Financing To Hotel Owners [Table Text Block] Schedule of Secured Financing To Hotel Owners [Table Text Block] Schedule of Secured Financing To Hotel Owners [Table Text Block] Allowance For Credit Losses on Financing Receivables [Table Text Block] Allowance for Credit Losses on Financing Receivables [Table Text Block] Impaired Financing Receivables [Table Text Block] Impaired Financing Receivables [Table Text Block] ImpairedFinancingReceivablesInterestIncomeAccrualMethod [Table Text Block] ImpairedFinancingReceivablesInterestIncomeAccrualMethod [Table Text Block] Tabular disclosure of the interest income recognized during the time within that period that the financing receivables were impaired [Table Text Block] Analysis Of Financing Receivables [Table Text Block] Schedule of Financing Receivables, Non Accrual Status [Table Text Block] Fair Value, by Balance Sheet Grouping [Table Text Block] Fair Value, by Balance Sheet Grouping [Table Text Block] Other Income (Loss), Net [Abstract] Other Income (Loss), Net [Abstract] Other income (loss), net [Table Text Block] Other income (loss), net [Table Text Block] Discloses other income and loss items. Sources include interest income, gains (losses) on other marketable securities, income from cost method investments, foreign currency gains (losses) and other miscellaneous income (loss) items. Marketable Securities [Abstract] Schedule of Investments [Table] Schedule of Investments [Table] Asset Class [Axis] Asset Class [Axis] Asset Class [Domain] Asset Class [Domain] Other Noncurrent Assets [Member] Other Noncurrent Assets [Member] Short-term Investments [Member] Short-term Investments [Member] Schedule of Investments [Line Items] Schedule of Investments [Line Items] Time Deposits, at Carrying Value Time Deposits, at Carrying Value Playa Preferred Shares Available-for-sale Securities Compensation and Retirement Disclosure [Abstract] Discount rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Debt Disclosure [Abstract] Schedule of Debt [Table Text Block] Schedule of Debt [Table Text Block] Schedule of Maturities of Long-term Debt [Table Text Block] Schedule of Maturities of Long-term Debt [Table Text Block] Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Debt [Member] Debt [Member] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Related Party Transactions [Abstract] Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Related Party [Axis] Related Party [Axis] Related Party [Domain] Related Party [Domain] Related Party Other Services [Member] Related Party Other Services [Member] Related Party Other Services Member Related Party Transaction [Line Items] Related Party Transaction [Line Items] Management and franchise fees Management and franchise fees Revenues derived from fees earned from hotels and residential properties managed worldwide, franchise fees received in connection with the franchising of our brands, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Due (to) from related party Related Party Transaction, Due from (to) Related Party, Current Accounting Policies [Abstract] Significant Accounting Policies [Text Block] Significant Accounting Policies [Text Block] Valuation and Qualifying Accounts [Abstract] Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] 2015 Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months 2016 Defined Benefit Plan, Expected Future Benefit Payments, Year Two 2017 Defined Benefit Plan, Expected Future Benefit Payments, Year Three 2018 Defined Benefit Plan, Expected Future Benefit Payments, Year Four 2019 Defined Benefit Plan, Expected Future Benefit Payments, Year Five 2020-2024 Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter Total Defined Benefit Plan, Total Expected Future Benefit Payments The amount of the aggregate benefits expected to be paid in years 1 and thereafter after the date of the latest statement of financial position). Statement of Financial Position [Abstract] Statement [Table] Statement [Table] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Common Class A Common Class A [Member] Common Class B Common Class B [Member] Statement [Line Items] Statement [Line Items] Allowance for Doubtful Accounts Receivable, Current Allowance for Doubtful Accounts Receivable, Current Preferred Stock, Par or Stated Value Per Share (per share) Preferred Stock, Par or Stated Value Per Share Preferred Stock, Shares Authorized (in shares) Preferred Stock, Shares Authorized Preferred Stock, Shares Outstanding (in shares) Preferred Stock, Shares Outstanding Common Stock, Par or Stated Value Per Share (per share) Common Stock, Par or Stated Value Per Share Common Stock, Shares Authorized (in shares) Common Stock, Shares Authorized Common Stock, Shares, Outstanding (in shares) Common Stock, Shares, Outstanding Common Stock, Shares, Issued (in shares) Common Stock, Shares, Issued Treasury Stock, Shares (in shares) Treasury Stock, Shares Goodwill and Intangible Assets Disclosure [Abstract] 2015 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months 2016 Finite-Lived Intangible Assets, Amortization Expense, Year Two 2017 Finite-Lived Intangible Assets, Amortization Expense, Year Three 2018 Finite-Lived Intangible Assets, Amortization Expense, Year Four 2019 Finite-Lived Intangible Assets, Amortization Expense, Year Five Debt (Capital Lease Obligation) [Abstract] Debt (Capital Lease Obligation) [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Property, Plant and Equipment by Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Hyatt Regency Grand Cypress [Member] Hyatt Regency Grand Cypress [Member] Hyatt Regency Grand Cypress [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Repayments of Long-term Capital Lease Obligations Repayments of Long-term Capital Lease Obligations Leases [Abstract] Schedule of Capital Leased Assets [Table] Schedule of Capital Leased Assets [Table] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Capital Leased Assets [Line Items] Capital Leased Assets [Line Items] Property, Plant and Equipment [Table Text Block] Property Plant and Equipment Useful Life [Table Text Block] Property Plant and Equipment Useful Life [Table Text Block] Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Unrecognized Tax Benefits Reconciliation [Table Text Block] Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Business Combinations [Abstract] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Hyatt Regency Lost Pines [Member] Hyatt Regency Lost Pines [Member] Hyatt Regency Lost Pines [Member] Grand Hyatt San Antonio [Member] Grand Hyatt San Antonio [Member] Grand Hyatt San Antonio [Member] Hyatt Regency Orlando [Member] Hyatt Regency Orlando [Member] Hyatt Regency Orlando [Member] Hyatt Regency Mexico City [Member] Hyatt Regency Mexico City [Member] Hyatt Regency Mexico City, [Member] Business Acquisition [Line Items] Business Acquisition [Line Items] Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Schedule of Changes in Projected Benefit Obligations [Table Text Block] Schedule of Changes in Projected Benefit Obligations [Table Text Block] Schedule of Amounts Recognized in Balance Sheet [Table Text Block] Schedule of Amounts Recognized in Balance Sheet [Table Text Block] Schedule or Description of Weighted Average Discount Rate [Table Text Block] Schedule or Description of Weighted Average Discount Rate [Table Text Block] Schedule of Assumptions Used [Table Text Block] Schedule of Assumptions Used [Table Text Block] Schedule of Expected Benefit Payments [Table Text Block] Schedule of Expected Benefit Payments [Table Text Block] Schedule Of Costs of Retirement Plans [Table Text Block] Schedule of Costs of Retirement Plans [Table Text Block] Schedule of Multiemployer Plans [Table Text Block] Schedule of Multiemployer Plans [Table Text Block] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Receivable Type [Axis] Receivable Type [Axis] Receivable Type [Domain] Receivable [Domain] Secured Financing To Hotel Owners [Member] Secured Financing To Hotel Owners [Member] Secured Financing to Hotel Owners Vacation Ownership Mortgage Receivables [Member] Vacation Ownership Mortgage Receivables [Member] Vacation Ownership Mortgage Receivables Unsecured Financing To Hotel Owners [Member] Unsecured Financing To Hotel Owners [Member] Unsecured Financing To Hotel Owners [Member] Accounts, Notes, Loans, and Financing Receivable [Line Items] Accounts, Notes, Loans and Financing Receivable [Line Items] Total Financing Receivable Financing Receivable, Gross Less allowance Financing Receivable, Allowance for Credit Losses Less current portion included in receivables Notes, Loans and Financing Receivable, Net, Current Total long-term financing receivables, net Notes, Loans and Financing Receivable, Net, Noncurrent Quarterly Financial Information Disclosure [Abstract] Schedule of Quarterly Financial Information [Table Text Block] Schedule of Quarterly Financial Information [Table Text Block] Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Award Type [Axis] Award Type [Axis] Award Type [Domain] Equity Award [Domain] Performance Vested Restricted Stock (PSS) [Member] Performance Shares [Member] Award Date [Axis] Award Date [Axis] Award Date [Domain] Award Date [Domain] 2014 [Member] 2014 [Member] 2014 [Member] 2013 [Member] 2013 [Member] 2013 [Member] 2012 [Member] 2012 [Member] 2012 [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Grants in period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Grants in period, Weighted-average fair value at grant date (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Performance period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Share-Based Compensation Arrangement by Share-Based Payment Award, Vesting Start Month Share-Based Compensation Arrangement by Share-Based Payment Award, Vesting Start Month Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition. Stock Granted, Value, Share-based Compensation, Forfeited Stock Granted, Value, Share-based Compensation, Forfeited Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Total Intrinsic Value Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Total Intrinsic Value The intrinsic value of nonvested awards on equity-based plans excluding options (for example, phantom stokc or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity insruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units, as calculated by applying the disclosed pricing methodology. Statement of Comprehensive Income [Abstract] Foreign currency translation adjustments, tax Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax Unrealized gains on available for sale securities, tax Other Comprehensive Income (Loss), Available-for-sale Securities, Tax Unrecognized pension cost, tax Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax Unrealized gains on derivative activity, tax Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax Defined benefit plan Defined Benefit Plan, Net Periodic Benefit Cost Defined contribution plans Defined Contribution Plan, Cost Recognized Deferred compensation plans Deferred Compensation Arrangement with Individual, Compensation Expense Property, Plant and Equipment [Abstract] Land Land Buildings Buildings and Improvements, Gross Leasehold improvements Leasehold Improvements, Gross Furniture, equipment, and computers Furniture and Fixtures, Gross Construction in progress Construction in Progress, Gross Property and equipment, gross Property, Plant and Equipment, Gross Less accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property and equipment, net Property, Plant and Equipment, Net Commitments and Contingencies Disclosure [Abstract] Schedule of Guarantor Obligations [Table] Schedule of Guarantor Obligations [Table] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] Four Hotels in France [Member] Four Hotels in France [Member] Four Hotels in France [Member] Loss Contingency Nature [Axis] Loss Contingency Nature [Axis] Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Performance Guarantee [Member] Performance Guarantee [Member] Guarantor Obligations [Line Items] Guarantor Obligations [Line Items] Beginning Balance, Jaunary 1 Guarantor Obligations, Current Carrying Value Initial guarantee obligation liability upon inception Guaranty Liabilities Amortization of initial guarantee obligation liability into income Amortization of liability Amortization of liability as income into other income (loss) Performance guarantee expense Performance Guarantee Income (Expense) Performance Guarantees Income (Expense) Represents income or expense related to performance guarantees. Net (payments) receipts during the year Guarantee Payments Receipts Guarantee Payments Receipts - net payments or receipts during the period related to a guarantee agreement. Foreign currency exchange gain (loss) Foreign Currency Transaction Gain (Loss), before Tax Ending Balance, December 31 Compensation and Employee Benefit Plans [Text Block] Compensation and Employee Benefit Plans [Text Block] Fair Value Disclosures [Abstract] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Table] Fair Value Measurements, Recurring and Nonrecurring [Table] Fair Value, Hierarchy [Axis] Fair Value, Hierarchy [Axis] Fair Value Hierarchy [Domain] Fair Value Hierarchy [Domain] Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] Fair Value, Inputs, Level 1 [Member] Significant Other Observable Inputs (Level 2) [Member] Fair Value, Inputs, Level 2 [Member] Significant Unobservable Inputs (Level 3) [Member] Fair Value, Inputs, Level 3 [Member] Major Types of Debt and Equity Securities [Axis] Major Types of Debt and Equity Securities [Axis] Major Types of Debt and Equity Securities [Domain] Major Types of Debt and Equity Securities [Domain] Interest Bearing Money Market Funds [Member] Money Market Funds [Member] Mutual Funds [Member] Equity Funds [Member] Preferred Shares [Member] Other Security Investments [Member] Time Deposits [Member] Deposits [Member] U.S. Government Obligations [Member] US Treasury and Government [Member] US Government Agencies [Member] US Government Agencies Debt Securities [Member] Corporate Debt Securities [Member] Corporate Debt Securities [Member] Mortgage-Backed Securities [Member] Collateralized Mortgage Backed Securities [Member] Asset-Backed Securities [Member] Asset-backed Securities [Member] Municipal and provincial notes and bonds [Member] Municipal and provincial notes and bonds [Member] Municipal and provincial notes and bonds [Member] Foreign Currency Forward Contracts [Member] Foreign Exchange Forward [Member] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Marketable securities recorded in cash and cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Marketable securities included in short-term investments, prepaids and other assets and other assets Investments, Fair Value Disclosure Derivative instruments Derivative, Fair Value, Net Grand Hyatt San Antonio Acquisition [Table] Grand Hyatt San Antonio Acquisition [Table] Grand Hyatt San Antonio Acquisition [Table] Cash and cash equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Restricted Cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restricted Cash Amount of restricted cash acquired at the acquisition date. Property and Equipment Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment Goodwill Goodwill Intangibles Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Other assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets Total assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Current liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other Deferred Tax Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent Long-term Debt, net of bond discount Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt Total liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Total net assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Schedule of Goodwill [Table] Schedule of Goodwill [Table] Statement, Business Segments [Axis] Segments [Axis] Segments [Domain] Segments [Domain] Owned and Leased Hotels [Member] Owned and Leased Hotels [Member] Owned and Leased Hotels [Member] Americas Management and Franchising [Member] Americas Management and Franchising [Member] Americas Management and Franchising [Member] Other [Member] Corporate and Other [Member] ASPAC Management and Franchising [Domain] ASPAC Management and Franchising [Domain] ASPAC Management and Franchising EAME/SW Asia Management [Domain] EAME/SW Asia Management [Domain] EAME/SW Asia Management [] Goodwill [Line Items] Goodwill [Line Items] Goodwill, Gross Goodwill, Gross Accumulated impairment losses Goodwill, Impaired, Accumulated Impairment Loss Goodwill, Net Goodwill acquired Goodwill, Acquired During Period Goodwill disposed or held for sale Goodwill, Written off Related to Sale of Business Unit Foreign exchange Goodwill, Translation Adjustments Impairment losses Goodwill, Impairment Loss Share-based Compensation [Abstract] Unearned Compensation Recorded to Compensation Expense by Year [Table] Unearned Compensation Recorded to Compensation Expense by Year [Table] Schedule of unearned compensation recorded to compensation expense in future years by program. Range [Axis] Range [Axis] Range [Domain] Range [Domain] Minimum [Member] Minimum [Member] Maximum [Member] Maximum [Member] Stock Appreciation Rights (SARs) [Member] Stock Appreciation Rights (SARs) [Member] Restricted Stock Units (RSUs) [Member] Restricted Stock Units (RSUs) [Member] Amortization period, deferred compensation expense Amortization period, deferred compensation expense Period over which expense related to equity-based awards made to employees under equity-based compensation awards will be recorded to compensation expense. Future compensation expense, 2015 Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Year One As of the balance sheet date, the aggregate unrecognized cost of equity-based awards made to employees under equity-based compensation awards that have yet to vest within one year of the balance sheet date. Future compensation expense, 2016 Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Recognized Year Two As of the balance sheet date, the aggregate unrecognized cost of equity-based awards made to employees under equity-based compensation awards that will vest in more than one year and within two years of the balance sheet date. Future compensation expense, 2017 Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Recognized Year Three As of the balance sheet date, the aggregate unrecognized cost of equity-based awards made to employees under equity-based compensation awards that will vest in more than two years and within three years of the balance sheet date. Future compensation expense, 2018 Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Recognized, Year Four As of the balance sheet date, the aggregate unrecognized cost of equity-based awards made to employees under equity-based compensation awards that will vest in more than three years and within four years of the balance sheet date. Future compensation expense, 2019 and thereafter Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Recognized Year Five and Thereafter As of the balance sheet date, the aggregate unrecognized cost of equity-based awards made to employees under equity-based compensation awards that will vest in more than four years of the balance sheet date. Total unearned compensation Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized Minimum rentals Operating Leases, Rent Expense, Minimum Rentals Contingent rentals Operating Leases, Rent Expense, Contingent Rentals Total Operating Leases, Rent Expense, Net Employee Benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits Foreign and State Net Operating Losses and credit carryforwards Deferred Tax Assets, Operating Loss Carryforwards Nonconsolidated Investments Deferred Tax Assets, Equity Method Investments Allowance for Uncollectible Assets Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts Intangibles Deferred Tax Assets, Goodwill and Intangible Assets Deferred gain on sale Deferred Tax Assets, Deferred Income Loyalty program Deferred Tax Assets. Loyalty Program The cumulative amount of the estimated future tax effects attributable to the difference between the tax basis of loyalty program assets and the basis of loyalty program assets computed in accordance with generally accepted accounting principles. Interest and State Benefits Deferred Tax Assets, Interest and state benefits The tax effect as of the balance sheet date of the amount of estimated future tax deductions arising from interest and state benefits. Unrealized investment losses Deferred Tax Assets, Derivative Instruments Other Deferred Tax Assets, Other Valuation Allowance Deferred Tax Assets, Valuation Allowance Total Deferred Tax Asset Deferred Tax Assets, Net of Valuation Allowance Installment Sales Deferred Tax Liabilities, Tax Deferred Income Property and Equipment Deferred Tax Liabilities, Property, Plant and Equipment Nonconsolidated Investments Deferred Tax Liabilities, Investment in Noncontrolled Affiliates Unrealized investment gains Deferred Tax Liabilities, Investments Prepaid Expenses Deferred Tax Liabilities, Prepaid Expenses Other Deferred Tax Liabilities, Other Total Deferred Tax Liability Deferred Tax Liabilities, Net Net Deferred Tax Asset Deferred Tax Assets, Net Deferred tax assets - Current Deferred Tax Assets, Net of Valuation Allowance, Current Deferred tax assets - Noncurrent Deferred Tax Assets, Net of Valuation Allowance, Noncurrent Deferred Tax Liabilities - Current Deferred Tax Liabilities, Net, Current Deferred Tax Liabilities - Noncurrent Deferred Tax Liabilities, Net, Noncurrent Earnings Per Share [Abstract] NET INCOME Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Net (income) loss attributable to noncontrolling interests Net Income (Loss) Attributable to Noncontrolling Interest NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION Net Income (Loss) Attributable to Parent Basic weighted average shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Basic Share-based compensation (in shares) Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Diluted weighted average shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Diluted Net Income -Basic (in dollars per share) Income (Loss) from Continuing Operations, Per Basic Share Net (income) loss attributable to noncontrolling interests - Basic (per share) Net Income Loss Attributable To Noncontrolling Interest Per Basic Share Net Income Loss Attributable To Noncontrolling Interest Per Basic Share Net income attributable to Hyatt Hotels Corporation - Basic (per share) Earnings Per Share, Basic Net Income- Diluted (in dollars per share) Income (Loss) from Continuing Operations, Per Diluted Share Net (income) loss attributable to noncontrolling interests - Diluted (per share) Net Income Loss Attributable To Noncontrolling Interest Per Diluted Share Net Income Loss Attributable To Noncontrolling Interest Per Diluted Share Net income attributable to Hyatt Hotels Corporation - Diluted (per share) Earnings Per Share, Diluted Acquisitions, Dispositions, And Discontinued Operations Acquisitions Dispositions And Discontinued Operations Description of business acquisitions and dispositions occurring during the period, including background, timing and recognized assets and liabilities. Also describes operating results, assets and liabilities of the businesses that have been reported separately as discontinued operations, as we no longer have continuing involvement in these operations. Earnings Per Share Earnings Per Share [Text Block] Marketable Securities [Table] Marketable Securities [Table] Disclosure of marketable securities held to fund operating programs. Major Types of Debt and Equity Securities [Axis] Investment, Name [Axis] Investment, Name [Axis] Investment, Name [Domain] Investment, Name [Domain] Playa Hotels & Resorts B.V. [Member] Playa Hotels & Resorts B.V. [Member] Playa Hotels & Resorts B.V. [Member] Marketable Securities by Program [Axis] Marketable Securities by Program [Axis] Marketable Securities by Program [Axis] Marketable Securities [Domain] Marketable Securities [Domain] Marketable Securities [Domain] Gold Passport Fund [Member] Gold Passport Fund [Member] Gold Passport Fund [Member] Deferred Compensation Plans [Member] Deferred Compensation Plans [Member] Deferred Compensation Plans [Member] Net gains and interest income from marketable securities held to fund operating programs Marketable Securities Held to Fund Operating Programs This item represents the net total realized and unrealized gain (loss) on marketable securities held to fund employee benefit and operating programs. The gains and losses on marketable securities are offset by expenses in our owned and leased hotels and in selling, general and administrative expenses for our corporate staff and personnel supporting our business segments, having no net impact on our earnings. The gains and losses on securities held to fund operating programs are offset by corresponding changes to our owned and leased hotel revenues, thus having no net impact on our earnings. Available-for-sale Securities, Gross Realized Gain (Loss) Available-for-sale Securities, Gross Realized Gain (Loss) Gains (losses) on other marketable securities Marketable Securities, Gain (Loss) Cost or Amortized Cost of Initial Investment Available-for-sale Securities, Amortized Cost Basis Option to Redeem Investment in Preferred Shares Option to Redeem Investment in Preferred Shares Option to Redeem Investment in Preferred Shares Accounting Policies [Table] Accounting Policies [Table] Accounting Policies [Table] Receivable Type [Axis] Receivable [Domain] Inventory [Axis] Inventory [Axis] Inventory [Domain] Inventory [Domain] Vacation Ownership Properties [Member] Vacation Ownership Properties [Member] Vacation Ownership Properties [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Construction Loans [Member] Construction Loans [Member] Captive insurance subsidiary [Member] Captive insurance subsidiary [Member] Captive insurance subsidiary Loyalty Program [Axis] Loyalty Program [Axis] Loyalty Program [Domain] Loyalty Program [Domain] Restricted Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Domain] Like Kind Exchange Proceeds from Sales in Escrow [Member] Like Kind Exchange Proceeds from Sales in Escrow [Member] Restricted cash related to like-kind exchange agreements under which procceds from sales were placed in an escrow account administered by an intermediary. Proceeds from Sales in Escrow [Member] Proceeds from Sales in Escrow [Member] Proceeds from Sales in Escrow [Member] Other Restricted Cash [Member] Represents restricted cash related to secured real estate taxes, property insurance, escrow desposits on purchases of vacation ownership intervals, security deposits, property and equipment reserves and long-term loans. Accounting Policies [Line Items] Accounting Policies [Line Items] [Line Items] for Accounting Policies [Table] Restricted cash Restricted Cash and Cash Equivalents, Current Restricted Cash and Cash Equivalents, Noncurrent Restricted Cash and Cash Equivalents, Noncurrent Unsold Vacation Ownership Invervals Unsold Vacation Ownership Invervals Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowance, consisting of unsold vacation ownership intervals. Asset impairments Asset Impairment Charges Total Assets Assets Total current assets Assets, Current Marketable securities included in other assets Marketable Securities, Noncurrent Total liabilities Liabilities Total current liabilities Liabilities, Current Accrued expenses and other current liabilities Accrued Liabilities, Current Financing Receivable, Gross Subsequent Events [Abstract] Subsequent Events [Text Block] Subsequent Events [Text Block] Reconciliation of Assets from Segment to Consolidated [Table] ASPAC Management and Franchising [Member] Asia Pacific Management and Franchising [Member] Asia Pacific Management and Franchising [Member] EAME/SW Asia Management [Member] EAME and Southwest Asia Management and Franchising [Member] EAME and Southwest Asia Management and Franchising [Member] Intersegment Eliminations [Member] Intersegment Eliminations [Member] Segment Reporting, Asset Reconciling Item [Line Items] Segment Reporting, Asset Reconciling Item [Line Items] Valuation and Qualifying Accounts Disclosure [Table] Valuation and Qualifying Accounts Disclosure [Table] Valuation Allowances and Reserves Type [Axis] Valuation Allowances and Reserves Type [Axis] Valuation Allowances and Reserves [Domain] Valuation Allowances and Reserves [Domain] Trade receivables—allowance for doubtful accounts Allowance for Trade Receivables [Member] Financing Receivables—allowance for losses Allowance for Notes Receivable [Member] Deferred tax asset—valuation allowance Valuation Allowance of Deferred Tax Assets [Member] Valuation and Qualifying Accounts Disclosure [Line Items] Valuation and Qualifying Accounts Disclosure [Line Items] Balance at Beginning of Period Valuation Allowances and Reserves, Balance Additions Charged to Revenues, Costs and Expenses Valuation Allowances and Reserves, Charged to Cost and Expense Additions Charged to Other Accounts Valuation Allowances and Reserves, Charged to Other Accounts Deductions Valuation Allowances and Reserves, Deductions Balance at End of Period Hyatt Regency Lost Pines Acquisition [Table] Hyatt Regency Lost Pines Acquisition [Table] Hyatt Regency Lost Pines Acquisition [Table] Receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Inventories Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory Goodwill Intangibles Deferred Tax Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent Current portion of long-term debt Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt Long-term Debt Total net assets acquired Equity [Abstract] Stockholders' Equity and Comprehensive Loss Stockholders' Equity Note Disclosure [Text Block] Segment Reporting [Abstract] Summarized Consolidated Financial Information by Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Reconciliation of Assets from Segment to Consolidated Reconciliation of Assets from Segment to Consolidated [Table Text Block] Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Reconciliation of Consolidated Adjusted EBITDA to EBITDA and a Reconciliation of EBITDA to Net Income Attributable to Hyatt Hotels Corporation Reconciliation Of Adjusted Earnings Before Interest Taxes Depreciation Amortization [Table Text Block] Reconciliation of Adjusted Earnings Before Interest Taxes Depreciation Amortization to Net Income (Loss) attributable to Hyatt Hotels Corporation table. Price per share for the ESPP (in percent) Price per share for the ESPP Eligible employees can purchase shares of the Company's stock on a quarterly basis through payroll deductions at a price equal to 95% of the fair value on the last trading day of each quarter. Shares for Issuance under ESPP (in shares) Shares for Issuance under ESPP The number of shares reserved for issuance under the employee stock purchase program. Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) Stock Issued During Period, Shares, Employee Stock Purchase Plans Weighted Average [Member] Weighted Average [Member] Stock Repurchased and Retired During Period, Shares Stock Repurchased and Retired During Period, Shares Stock Repurchased and Retired During Period Per Share Value Stock Repurchased and Retired During Period Per Share Value The per share value of the stock repurchased during the period Stock Repurchased and Retired During Period, Value Stock Repurchased and Retired During Period, Value Percent of Stock Outstanding Repurchased During Period Percent of Stock Outstanding Repurchased During Period Percent of Stock Outstanding Repurchased During Period Performance guarantee expense Realignment costs Realignment expenses Represents costs incurred as part of the realignment of corporate and regional operations and includes employee separation costs, consulting fees, and other fees. Transaction costs Business Combination, Acquisition Related Costs Foreign currency losses Interest income Investment Income, Interest Guarantee liability amortization Cost method investment income Cost method investment income Cost method investment income Gains on other marketable securities Impairment of held-to-maturity investment Other than Temporary Impairment Losses, Investments, Held-to-maturity Securities Gain on sale of artwork Gain on sale of artwork Gain on sale of artwork Charitable contribution to Hyatt Hotels Foundation Charitable contributions Charitable contributions made during the relevant time period. Debt settlement costs Debt Settlement Costs Costs incurred related to the settlement of debt including make whole interest and early settlement premiums as well as write off of deferred financing costs. Provision on hotel loans Provision for Loan Losses Expensed Other Other Income (Loss) Any other income earned or expense incurred not in the normal course of business that has not been previously categorized. Other income (loss), net Other Nonoperating Income (Expense) Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] Nonrecurring SBC Expense [Axis] Nonrecurring SBC Expense [Axis] Nonrecurring SBC Expense [Axis] Nonrecurring SBC Expense [Domain] Nonrecurring SBC Expense [Domain] [Domain] for Nonrecurring SBC Expense [Axis] Nonrecurring Expense [Member] Nonrecurring Expense [Member] Nonrecurring Expense [Member] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Selling, General and Administrative Expenses [Member] Selling, General and Administrative Expenses [Member] Allocated Share-based Compensation Expense Allocated Share-based Compensation Expense Hyatt Regency Mexico City Acquisition [Table] Hyatt Regency Mexico City Acquisition [Table] Hyatt Regency Mexico City Acquisition [Table] Other current assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other Land, Property and Equipment Other long-term liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other 2015 Operating Leases, Future Minimum Payments Due, Next Twelve Months 2016 Operating Leases, Future Minimum Payments, Due in Two Years 2017 Operating Leases, Future Minimum Payments, Due in Three Years 2018 Operating Leases, Future Minimum Payments, Due in Four Years 2019 Operating Leases, Future Minimum Payments, Due in Five Years Thereafter Operating Leases, Future Minimum Payments, Due Thereafter Total minimum lease payments Operating Leases, Future Minimum Payments Due Net income Foreign currency translation adjustments, net of tax (benefit) expense of $1, $1, and $(3) for the years ended December 31, 2014, 2013, and 2012, respectively. Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Unrealized gains on available for sale securities, net of tax (benefit) expense of $2, $1, and $1 for the years ended December 31, 2014, 2013, and 2012, respectively Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax Unrecognized pension cost, net of tax (benefit) expense of $(1), $1, and $- for the years ended December 31, 2014, 2013, and 2012, respectively Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax Unrealized gains on derivative activity, net of tax (benefit) expense of $1, $-, and $- for the years ended December 31, 2014, 2013, and 2012, respectively Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax COMPREHENSIVE INCOME Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION Comprehensive Income (Loss), Net of Tax, Attributable to Parent Equity Method Investments [Member] Equity Method Investee [Member] Equity Method Investment, Ownership Percentage Equity Method Investment, Ownership Percentage Schedule of Guarantor Obligations [Table Text Block] Schedule of Guarantor Obligations [Table Text Block] Debt Repayment Guarantees [Table Text Block] Debt Repayment Guarantees [Table Text Block] [Table Text Block] for Tabular disclosure of debt repayment guarantees by property. Marketable Securities Held to Fund Operating Programs [Table Text Block] Marketable Securities [Table Text Block] Marketable Securities Held for Investment [Table Text Block] Investment [Table Text Block] Available-for-sale Securities [Table Text Block] Available-for-sale Securities [Table Text Block] Restricted Stock Unit Activity by Grant Date [Table] Restricted Stock Unit Activity by Grant Date [Table] Restricted stock unit (RSU) activity by grant date including number of RSUs, value per unit, total value and vesting period. Cash Settled RSUs [Member] Cash Settled RSUs [Member] Cash Settled RSUs [Member] Share-based Compensation Arrangement by Share-based Payment Award. Cash Settled, Grants Share-based Compensation Arrangement by Share-based Payment Award. Cash Settled, Grants The number of grants made during the period on cash settled units. Forfeiture Rate Forfeiture Rate Estimated rate of forfeiture during the period. Total Fair Value, Grants in period Share-based Compensation Arrangements by Share-based Payment Award, Equity Instruments Other Than Options, Grants in Period, Total Fair Value The total fair value of equity-based awards granted during the reporting period. Employee Service Cash Settled Share-based Compensation Liability, Nonvested Awards Employee Service Cash Settled Share-based Compensation Liability, Nonvested Awards As of the balance sheet date, the carrying value of the amount payable for cash settled compensation awards made to employees for awards that have yet to vest and settle in cash. Allocated Cash-settled Share-based Compensation Expense Allocated Cash-settled Share-based Compensation Expense Represents the expense recognized during the period arising from cash-settled compensation arrangements with employees, directors and certain consultants qualifying for treatment as employees. Exercise Price (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Grants in Period, Weighted Average Exercise Price The weighted average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on equity instruments other than stock options awarded under the plan during the reporting period. Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Risk-free Interest Rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Expected Volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate Annual Dividend Yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Loss Contingencies [Table] Loss Contingencies [Table] Loan, Lease Completion And Repayment Guarantees [Member] Loan, Lease Completion And Repayment Guarantees [Member] Loan Lease Completion And Repayment Guarantees [Member] Performance Test Clause Guarantee [Member] Performance Test Clause Guarantee [Member] Stipulated certain minimum levels of operating performance which are included in certain hotel lease or management agreements. These performance test clauses provide the option to fund a shortfall in profit performance. The hotel owner has the option to terminate the management contract if the shortfall is not funded. Loss Contingencies [Line Items] Loss Contingencies [Line Items] Commitment to Loan or Investment Commitment to Loan or Investment Loan or investment commitments that we have extended to various business ventures. Performance Guarantee Initial Term Performance Guarantee Term Term of the performance guarantee over which the guarantee liability will be amortized using a systematic and rations, risk-based approach. Performance Guarantee Remaining Term Remaining Performance Guarantee Term Remaining Performance Guarantee Term under the guarantee agreement. Guarantor Obligations, Carrying Value, Total Guarantor Obligations, Carrying Value, Current Guarantor Obligations, Carrying Value, Current The carrying amount of the current liability for the freestanding or embedded guarantor's obligations under the guarantee or each group of similar guarantees. Guarantor Obligations, Carrying Value, Noncurrent Guarantor Obligations, Carrying Value, Noncurrent The carrying amount of the noncurrent liability for the freestanding or embedded guarantor's obligations under the guarantee or each group of similar guarantees. Guarantor Obligations, Maximum Exposure, Undiscounted Guarantor Obligations, Maximum Exposure, Undiscounted Successful Enforcement Of Guarantee Agreements Successful Enforcement Of Guarantee Agreements Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or group of similar guarantees after successful enforcement of various guarantee agreements. Schedule of Significant Acquisitions and Disposals [Table] Schedule of Significant Acquisitions and Disposals [Table] Like-Kind Exchange [Axis] Like-Kind Exchange [Axis] Like-Kind Exchange [Axis] Like-Kind Exchange [Domain] Like-Kind Exchange [Domain] [Domain] for Like-Kind Exchange [Axis] Like-Kind exchange released from restricted cash [Member] Like-Kind exchange released from restricted cash [Member] The number of hotels sold for which proceeds were released from restricted cash for use in a like-kind exchange. Like-Kind Exchange remaining in restricted cash [Member] Like-Kind Exchange remaining in restricted cash [Member] Number of hotels sold from which proceeds remain in restricted cash at year-end for use in a potential like-kind exchange. Brand [Axis] Brand [Axis] Brand [Axis] Brand [Domain] Brand [Domain] [Domain] for Brand [Axis] Hyatt Place [Member] Hyatt Place [Member] Hyatt Place [Member] Hyatt House [Member] Hyatt House [Member] Hyatt House [Member] Disposal Group Name [Axis] Disposal Group Name [Axis] Disposal Groups, Including Discontinued Operations, Name [Domain] Disposal Groups, Including Discontinued Operations, Name [Domain] Hyatt Place 2014 [Member] Hyatt Place 2014 [Member] Hyatt Place 2014 [Member] Park Hyatt Toronto [Member] Park Hyatt Toronto [Member] Park Hyatt Toronto [Member] Hyatt Regency Vancouver [Member] Hyatt Regency Vancouver [Member] Hyatt Regency Vancouver [Member] Hyatt Place, Hyatt House 2014 [Member] Hyatt Place, Hyatt House 2014 [Member] Hyatt Place, Hyatt House 2014 [Member] Park Hyatt Washington [Member] Park Hyatt Washington [Member] Park Hyatt Washington [Member] Hyatt Residential Group [Member] Hyatt Residential Group [Member] Hyatt Residential Group [Member] Hyatt, Hyatt Place, Hyatt House 2014 [Member] Hyatt, Hyatt Place, Hyatt House 2014 [Member] Hyatt, Hyatt Place, Hyatt House 2014 [Member] Hyatt Key West [Member] Hyatt Key West [Member] Hyatt Key West [Member] Andaz Napa [Member] Andaz Napa [Member] Andaz Napa [Member] Andaz Savannah [Member] Andaz Savannah [Member] Andaz Savannah [Member] Hyatt Regency Denver Tech [Member] Hyatt Regency Denver Tech [Member] Hyatt Regency Denver Tech [Member] Hyatt Regency Santa Clara [Member] Hyatt Regency Santa Clara [Member] Hyatt Regency Santa Clara [Member] Hyatt Fisherman's Wharf [Member] Hyatt Fisherman's Wharf [Member] Hyatt Fisherman's Wharf [Member] Hyatt Santa Barbara [Member] Hyatt Santa Barbara [Member] Hyatt Santa Barbara Hyatt Place 2013 [Member] Hyatt Place 2013 [Member] Hyatt Place 2013 [Member] Hyatt Place and Hyatt House 2012 [Member] Hyatt Place and Hyatt House 2012 [Member] Hyatt Place and Hyatt House 2012 [Member] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Franchise and management intangibles [Member] Franchise and management intangibles [Member] Franchise and management intangibles [Member] Hotel Type [Axis] Hotel Type [Axis] Hotel Type [Axis] Hotel Type [Domain] Hotel Type [Domain] Hotel Type [Domain] Select Service [Member] Select Service [Member] Select Service [Member] Full Service [Member] Full Service [Member] Full Service [Member] Significant Acquisitions and Disposals [Line Items] Significant Acquisitions and Disposals [Line Items] Proceeds from sales of real estate and other, net of cash disposed Proceeds From Sales Of Assets, Investing Activities, Net of Cash Disposed This element represents the cash inflow, net of cash disposed, during the period from a combination of transactions that are classified as investing activities in which assets, which may include one or more investments, are sold to third-party buyers. This element can be used by entities to aggregate proceeds from all asset sales that are classified as investing activities. Proceeds from sales of real estate and other Proceeds from Sales of Assets, Investing Activities Gains on sales of real estate and other Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal Deferred Gain on Sale of Property Deferred Gain on Sale of Property Cash Disposed From Sale of Assets Cash Disposed From Sale of Assets Reduction in cash due to sale of assets to third-party buyers. Combined Management and Franchise Agreement Minimum Term Combined Management and Franchise Agreement Minimum Term Minimum term a hotel or group of hotels will remain Hyatt-branded through management and/ or franchise agreements. Number of franchise agreements Number of franchise agreements The number of franchise agreements signed as of the balance sheet date. Number of hotels sold Number of hotels sold Number of hotels disposed of during the period Leases of Lessee Disclosure [Text Block] Leases of Lessee Disclosure [Text Block] Schedule of the Calculation of Basic and Diluted Earnings Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Anti-dilutive Shares Issued Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Amortization Expense Amortization of Intangible Assets Schedule of Multiemployer Plans [Table] Schedule of Multiemployer Plans [Table] Multiemployer Plan Type [Axis] Multiemployer Plan Type [Axis] Multiemployer Plans Type [Domain] Multiemployer Plans Type [Domain] Multiemployer Plans, Postretirement Benefit [Member] Multiemployer Plans, Postretirement Benefit [Member] Multiemployer Plans [Line Items] Multiemployer Plans [Line Items] Multiemployer Plan, Period Contributions Multiemployer Plan, Period Contributions Schedule of Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Building and Improvements [Member] Building and Building Improvements [Member] Leasehold Improvements [Member] Furniture and Equipment [Member] Office Equipment [Member] Computers [Member] Computer Equipment [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Property, Plant and Equipment, Useful Life Property, Plant and Equipment, Useful Life Property, Plant and Equipment, Useful Life Property, Plant and Equipment, Estimated Useful Lives Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Table] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Table] Like-Kind Exchange [Member] Like-Kind Exchange [Member] Number of hotels pertaining to a like-kind exchange transaction. 2013 Sale of Full Service Real Estate related to 1031 exchange [Member] 2013 Sale of Full Service Real Estate related to 1031 exchange [Member] 2013 Sale of Full Service Real Estate related to 1031 exchange [Member] Hyatt Place 2012 [Member] Hyatt Place 2012 [Member] Hyatt Place 2012 [Member] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Sales proceeds transferred from escrow to cash and cash equivalents Real Estate Sale Proceeds Transferred From Escrow To Cash And Cash Equivalent In Investing Activities Net proceeds from sales of real estate which were held in escrow as restricted cash and were transferred to cash and cash equivalents during the period. Sales proceeds transferred to escrow as restricted cash Real Estate Sale Proceeds Transferred To Escrow As Restricted Cash In Investing Activities Net proceeds received from sales of real estate that are held in escrow as restricted cash during the period. Other Liabilities, Noncurrent [Abstract] Other Long-Term Liabiltiies [Table Text Block] Other Noncurrent Liabilities [Table Text Block] Principles of Consolidation [Policy Text Block] Consolidation, Policy [Policy Text Block] Use of Estimates [Policy Text Block] Use of Estimates, Policy [Policy Text Block] Revenue Recognition [Policy Text Block] Revenue Recognition, Sales of Services [Policy Text Block] Cash Equivalents [Policy Text Block] Cash and Cash Equivalents, Policy [Policy Text Block] Restricted Cash [Policy Text Block] Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Investments [Policy Text Block] Equity and Cost Method Investments, Policy [Policy Text Block] Marketable Securities [Policy Text Block] Marketable Securities, Policy [Policy Text Block] Foreign Currency [Policy Text Block] Foreign Currency Transactions and Translations Policy [Policy Text Block] Financing Receivables [Policy Text Block] Finance, Loans and Leases Receivable, Policy [Policy Text Block] Inventories [Policy Text Block] Inventory, Policy [Policy Text Block] Property and Equipment [Policy Text Block] Property, Plant and Equipment, Policy [Policy Text Block] Long-Lived Assets And Definite-Lived Intangibles [Policy Text Block] Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Acquisitions [Policy Text Block] Business Combinations Policy [Policy Text Block] Guarantees [Policy Text Block] Guarantees, Indemnifications and Warranties Policies [Policy Text Block] Goodwill [Policy Text Block] Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Indefinite Lived Intangibles [Policy Text Block] Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] Income Taxes [Policy Text Block] Income Tax, Policy [Policy Text Block] Fair Value [Policy Text Block] Fair Value of Financial Instruments, Policy [Policy Text Block] Hyatt Gold Passport Fund [Policy Text Block] Revenue Recognition, Loyalty Programs [Policy Text Block] Pension and Other Postretirement Plans, Nonpension Benefits [Policy Text Block] Pension and Other Postretirement Plans, Nonpension Benefits, Policy [Policy Text Block] Commitments and Contingencies [Policy Text Block] Commitments and Contingencies, Policy [Policy Text Block] Segment Reporting, Policy [Policy Text Block] Segment Reporting, Policy [Policy Text Block] Recently Issued Accounting Pronouncements - Adopted Accounting Standards New Accounting Pronouncements and Changes in Accounting Principles [Abstract] ASU 2013-04 Liabilities [Policy Text Block] ASU 2013-04 Liabilities [Policy Text Block] Disclosure of the future adoption of the accounting standard - ASU 2013-04 Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). ASU 2013-05 Foreign Currency Matters [Policy Text Block] ASU 2013-05 Foreign Currency Matters [Policy Text Block] Disclosure of the future adoption of the accounting standard - ASU 2013-05 Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force). ASU 2013-11 Income Taxes [Policy Text Block] ASU 2013-11 Income Taxes [Policy Text Block] Disclosure of the future adoption of accounting standard - ASU 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). ASU 2014-08 Presentation of Financial Statements [Policy Text Block] ASU 2014-08 Presentation of Financial Statements [Policy Text Block] ASU 2014-08 Presentation of Financial Statements [Policy Text Block] Future Adoption of Accounting Standards Prospective Adoption of New Accounting Pronouncements [Abstract] ASU 2014-09 Revenue from Contracts with Customers [Policy Text Block] ASU 2014-09 Revenue from Contracts with Customers [Policy Text Block] ASU 2014-09 Revenue from Contracts with Customers [Policy Text Block] ASU 2014-10 Development Stage Entities [Table Text Block] ASU 2014-10 Development Stage Entities [Table Text Block] [Table Text Block] for ASU 2014-10 Development Stage Entities [Table] ASU 2014-15 Presentation of Financial Statements-Going Concern [Table Text Block] ASU 2014-15 Presentation of Financial Statements-Going Concern [Table Text Block] [Table Text Block] for ASU 2014-15 Presentation of Financial Statements-Going Concern [Table] Organization [Table] Organization [Table] Organization [Table] All inclusive [Domain] All inclusive [Domain] All inclusive [Domain] Entity by Location [Axis] Entity by Location [Axis] Location [Domain] Location [Domain] United States [Member] UNITED STATES Organization [Line Items] Organization [Line Items] [Line Items] for Organization [Table] Number of hotels operated or franchised (number of hotels) Number of hotels operated or franchised The number of hotels operated or franchised as of the balance sheet date. Number of rooms operated or franchised (number of rooms) Number of rooms operated or franchised The number of rooms operated or franchised as of the balance sheet date. Number of Countries in which Entity Operates (number of countries) Number of Countries in which Entity Operates Park Hyatt New York [Member] Park Hyatt New York [Member] Park Hyatt New York [Member] The Driskill [Member] Driskill [Member] Driskill [Member] Hyatt Regency Birmingham [Member] Hyatt Regency Birmingham [Member] Hyatt Regency Birmingham [Member] Advance Booking Intangibles [Member] Advance Booking Intangible [Member] Advance Booking Intangible [Member] Contract Acquisition Costs [Member] Contract Acquisition Costs [Member] Contract Acquisition Costs [Member] Lease related intangibles [Member] Leases, Acquired-in-Place [Member] Business Acquisition, Step Acquisition, Equity Intereset in Acquiree, Percentage Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage Payments to Acquire Businesses, Gross Payments to Acquire Businesses, Gross Acquisitions, net of cash acquired Payments to Acquire Businesses, Net of Cash Acquired Long-term Debt Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Long-term Debt Amount of debt (current and noncurrent) as of the acquisition date. Debt Premium Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt Premium Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt Premium Step Acquisition, Remeasurement Gain Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain Goodwill, Expected Tax Deductible Amount Business Acquisition, Goodwill, Expected Tax Deductible Amount Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Prepaids and other current assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets Step Acquisition, Fair Value Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value Step Acquisition, Remeasurement Loss Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Loss Repayments of long-term debt Repayments of Long-term Debt Lease related intangibles Finite-Lived Intangible Asset, Acquired-in-Place Leases Deferred Tax Assets, Net Impairment of Intangible Assets, Finite-lived Impairment of Intangible Assets, Finite-lived Indefinite-Lived Intangibles Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets Other Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets Statutory U.S. federal income tax rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State income taxes - net of federal tax benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Foreign and U.S. tax effects attributable to foreign operations Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Tax Contingencies Effective Income Tax Rate Reconciliation, Tax Contingency, Percent Change in valuation allowances Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Adjustments to deferred tax assets Effective income Tax Rate Reconciliation, Adjustments to Deferred Tax Assets, Percent Percentage of the difference between reported income tax expense (benefit) and effective income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continued operations attributable to adjustments to deferred tax assets. General Business Credits Effective Income Tax Rate Reconciliation, Tax Credit, Percent Equity based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Effective income tax rate Effective Income Tax Rate Reconciliation, Percent Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Total marketable securities Marketable Securities Less current portion of marketable securities held for operating programs included in prepaids and other assets Marketable Securities, Current Commitments And Contingencies Commitments Contingencies and Guarantees [Text Block] Hyatt Regency Orlando Acquisition [Table] Hyatt Regency Orlando Acquisition [Table] Hyatt Regency Orlando Acquisition [Table] Total liabilities Accrued current benefit liability Pension and Other Postretirement Defined Benefit Plans, Current Liabilities Accrued long-term benefit liability Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent Funded status Defined Benefit Plan, Amounts Recognized in Balance Sheet Schedule of Accumulated Other Comprehensive Loss [Table Text Block] Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Deferred gains on sale of hotel properties Deferred Compensation Plans Deferred Compensation Liability, Classified, Noncurrent Hyatt Gold Passport Funds Customer Loyalty Program Liability, Noncurrent Guarantee Liabilities Deferred Income Taxes Other Accrued Income Taxes Accrued Income Taxes, Noncurrent Defined Benefit Plans Defined Benefit Pension Plan, Liabilities, Noncurrent Deferred Incentive Compensation Plans Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent Other Other Long-Term Liabiliites Not Separately Disclosed Aggregate carrying amount, as of the balance sheet date, of other long-term liabiliites not separately disclosed within the other long-term liabilities footnote. Other long-term liabilities Other Liabilities, Noncurrent Schedule of Goodwill [Table Text Block] Schedule of Goodwill [Table Text Block] Schedule of Intangible Assets by Major Class [Table Text Block] Schedule of Intangible Assets by Major Class [Table Text Block] Tabular disclosure of the characteristics, including initial carrying value, residual amount, weighted average useful life, of intangible assets. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or their use in the operations of the company. Schedule of Intangible Asset Amortization Expense [Table Text Block] Finite-lived Intangible Assets Amortization Expense [Table Text Block] Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Schedule of Impaired Goodwill and Definite Lived Intangibles [Table Text Block] Schedule of Impaired Goodwill and Definite Lived Intangibles [Table Text Block] Tabular disclosure of impaired goodwill and definite lived intangible assets Equity And Cost Method Investments [Abstract] Equity and Cost Method Investments Equity And Cost Method Investment Balances Schedule of Equity and Cost Method Investments [Table Text Block] [Table Text Block] for Schedule of Equity and Cost Method Investments [Line Items] [Table] Schedule of Equity Method Investments [Table Text Block] Equity Method Investments [Table Text Block] Summarized Financial Information Equity Method Investments Summarized Financial Information [Table Text Block] Summarized financial information for all unconsolidated ventures in which we hold an investment that is accounted for under the equity method. Debt Disclosure Debt Disclosure [Text Block] Statement of Cash Flows [Abstract] Debt Issuance Cost Debt Issuance Cost Contract Revenue Bonds [Abstract] Contract Revenue Bonds [Abstract] Other Long Term Debt [Axis] Other Long Term Debt [Axis] Other Long Term Debt [Axis] Other Long Term Debt [Domain] Other Long Term Debt [Domain] [Domain] for Other Long Term Debt [Axis] Series 2005A [Member] Series 2005A [Member] Series 2005A [Member] Series 2005B [Member] Series 2005B [Member] Series 2005B [Member] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Contract Revenue Bonds [Member] Contract Revenue Bonds [Member] Contract Revenue Bonds [Member] GH San Antonio Bonds [Member] GH San Antonio Bonds [Member] GH San Antonio Bonds [Member] Long-term Debt Long-term Debt Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum Debt Instrument, Unamortized Discount Debt Instrument, Unamortized Discount Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum Long-term Debt, excluding unamortized discount or premium Long-term Debt, excluding unamortized discount or premium Long-term Debt, excluding unamortized discount or premium Document and Entity Information [Abstract] Document and Entity Information [Abstract] Document Information [Table] Document Information [Table] Document Information [Line Items] Document Information [Line Items] Entity Registrant Name Entity Registrant Name Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Document Period End Date Document Period End Date Document Fiscal Year Focus Document Fiscal Year Focus Entity Filer Category Entity Filer Category Document Type Document Type Document Fiscal Period Focus Document Fiscal Period Focus Amendment Flag Amendment Flag Trading Symbol Trading Symbol Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Public Float Entity Public Float Income Tax Disclosure Income Tax Disclosure [Text Block] Benefit obligation—beginning of year Defined Benefit Plan, Benefit Obligation Interest cost Defined Benefit Plan, Interest Cost Actuarial (gain) loss Defined Benefit Plan, Actuarial Gain (Loss) Benefits Paid Defined Benefit Plan, Benefits Paid Benefit obligation—end of year Fair value of plan assets—beginning of year Defined Benefit Plan, Fair Value of Plan Assets Actual return on plan assets Defined Benefit Plan, Actual Return on Plan Assets Benefits Paid Benefits Paid, Fair Value of Plan Assets This item represents a periodic decrease to the plan assets. Employer contributions Defined Benefit Plan, Contributions by Employer Fair value of plan assets—end of year Funded status at end of year Defined Benefit Plan, Funded Status of Plan Accumulated benefit obligation Defined Benefit Plan, Accumulated Benefit Obligation Common Stock [Table] Common Stock [Table] The entire disclosure for common stock, including, but not limited to, average cost per share, description of share repurchase program, shares repurchased, shares held for each class of stock. Ownership Interest [Axis] Ownership Interest [Axis] Ownership Interest, Total [Domain] Ownership Interest, Total [Domain] Pritzker Family Business Interests [Member] Pritzker family business interests beneficially own a percentage of Class B common stock, which represents a significant portion of the total outstanding shares, and the associated voting power, of our common stock. [Member] Other Business Interests With Significant Ownership Percentage [Member] Other business interests beneficially own a percentage of Class B common stock, which represents a significant portion of the total outstanding shares, and the associated voting power, of our common stock. [Member] Common Stock [Line Items] Common Stock [Line Items] [Line Items] for The entire disclosure for common stock, including, but not limited to, average cost per share, description of share repurchase program, shares repurchased, shares held for each class of stock. Percent of Class B Common Stock Owned (in percent) Percent of Class B Common Stock Owned Percentage of total Class B Common Stock owned. Percent of Outstanding Shares of Common Stock (in percent) Percent of Outstanding Shares of Common Stock The percentage of total outstanding shares of Common Stock held. Percent of Total Voting Power, Common Stock (in percent) Percent of Total Voting Power, Common Stock The percent of total voting power of Common Stock held. Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Authorized Amount Stock Repurchased and Retired During Period Per Share Value (in dollars per share) Share repurchase, value Stock repurchased (in shares) Payments for Repurchase of Common Stock Payments for Repurchase of Common Stock Stock repurchase related costs Stock repurchase related costs Costs related to the repurchase of common stock Percent repurchased (in percent) Stock Repurchase Program, Remaining Authorized Repurchase Amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Subsequent Event [Table] Subsequent Event [Table] Hyatt Regency Indianapolis [Member] Hyatt Regency Indianapolis [Member] Hyatt Regency Indianapolis [Member] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event [Member] Subsequent Event [Member] Subsequent Event [Line Items] Subsequent Event [Line Items] Property, Plant and Equipment [Table Text Block] Property, Plant and Equipment [Table Text Block] Interest Income Recognized [Abstract] Interest Income Recognized [Abstract] Class of Financing Receivable [Axis] Class of Financing Receivable [Axis] Class of Financing Receivable [Domain] Class of Financing Receivable [Domain] Impaired Financing Receivable, Interest Income, Accrual Method Impaired Financing Receivable, Interest Income, Accrual Method Schedule of Future Lease Payments [Table Text Block] Schedule of Future Lease Payments [Table Text Block] Schedule of future minimum operating and capital lease payments due in the next five years and thereafter. Schedule of Rent Expense [Table Text Block] Schedule of Rent Expense [Table Text Block] Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Accelerated Amortization [Member] Accelerated Amortization [Member] Accelerated amortization of intangible assets in the period Maximum [Member] Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Amortization of Intangible Assets Finite-Lived Intangible Asset, Useful Life Finite-Lived Intangible Asset, Useful Life 2015 Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months 2016 Long-term Debt, Maturities, Repayments of Principal in Year Two 2017 Long-term Debt, Maturities, Repayments of Principal in Year Three 2018 Long-term Debt, Maturities, Repayments of Principal in Year Four 2019 Long-term Debt, Maturities, Repayments of Principal in Year Five Thereafter Long-term Debt, Maturities, Repayments of Principal after Year Five Long-term Debt and Capital Lease Obligations, Including Current Maturities Long-term Debt and Capital Lease Obligations, Including Current Maturities Multiemployer Plans, Pension [Member] Multiemployer Plans, Pension [Member] Multiemployer Plan Name [Axis] Multiemployer Plan Name [Axis] Multiemployer Plan Name [Domain] Multiemployer Plan Name [Domain] New York Hotel Trades Council and Hotel Association of New York City Inc. Pension Fund [Member] New York Hotel Trades Council and Hotel Association of New York City Inc. Pension Fund [Member] Multi-Employer Pension Plan (EIN/Pension Plan Number 13-1764242/001) National Retirement Fund [Member] National Retirement Fund [Member] Multi-Employer Pension Plan (EIN/Pension Plan Number 13-6130178) Other Funds [Member] Other Funds [Member] Multi-Employer Pension Plan (Various) Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Fair Value Inputs, Assets, Quantitative Information [Table Text Block] Fair Value Inputs, Assets, Quantitative Information [Table Text Block] Related-Party Transactions Related Party Transactions Disclosure [Text Block] Floating Average Rate Construction Loan (Narrative) (Details) [Abstract] Floating Average Rate Construction Loan (Narrative) (Details) [Abstract] Subloan (a) [Member] Subloan (a) [Member] Subloan (a) [Member] Subloan (b) [Member] Subloan (b) [Member] Subloan (b) [Member] Subloan (c) [Member] Subloan (c) [Member] Subloan (c) [Member] Floating average rate construction loan [Member] Floating average rate construction loan [Member] Floating average rate construction loan [Member] Number of Loans Number of Loans Number of Loans Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Interest Rate, Stated Percentage Debt, Weighted Average Interest Rate Debt, Weighted Average Interest Rate Long-term Construction Loan, Noncurrent Long-term Construction Loan, Noncurrent Segment and Geographic Information Segment Reporting Disclosure [Text Block] Stock Appreciation Right Activity by Grant Date [Table] Stock Appreciation Right Activity by Grant Date [Table] Stock appreciation right activity by grant date Vesting [Axis] Vesting [Axis] Vesting [Domain] Vesting [Domain] 100% at Vest [Member] 100% at Vest [Member] 100% at Vest [Member] Deferred Compensation Arrangement with Individual, Maximum Contractual Term Deferred Compensation Arrangement with Individual, Maximum Contractual Term Award Vesting Rights Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Vesting Start Month Other Long-Term Liabilities [Text Block] Other Liabilities Disclosure [Text Block] Other income (loss), net [Text Block] Other Income and Other Expense Disclosure [Text Block] 2016 Notes [Member] 2016 Notes [Member] 2019 Notes [Member] 2019 Notes [Member] 2021 Notes [Member] 2021 Notes [Member] 2023 Notes [Member] 2023 Notes [Member] 2023 Notes [Member] Senior Secured Term Loan [Domain] Senior Secured Term Loan [Domain] Senior Secured Term Loan [Domain] Senior Unsecured Notes Senior Notes, Noncurrent Revolving credit facility Long-term Line of Credit Other (various, maturing through 2015) Other Long-term Debt Long-term debt before capital lease obligations Capital lease obligations Capital Lease Obligations Less current maturities Long-term Debt and Capital Lease Obligations, Current Long-term Debt, Excluding Current Maturities Long-term Debt, Excluding Current Maturities Quarterly Financial Information (Unaudited) [Table] Quarterly Financial Information (Unaudited) [Table] Quarterly Financial Information (Unaudited) [Table] Quarterly Financial Information (Unaudited) [Line Items] Quarterly Financial Information (Unaudited) [Line Items] [Line Items] for Quarterly Financial Information (Unaudited) [Table] Owned and leased hotels Revenue from Owned Hotels Other revenues Other revenues Revenues derived from our vacation ownership properties and other revenues, not previously categorized, which do not qualify for separate disclosure on the income statement under materiality guidelines. Other Revenues From Managed Properties Other Revenues From Managed Properties Represents revenues related primarily to payroll costs at managed properties where we are the employer and are fully reimbursed by the third-party property owner based on the costs incurred, with no added margin Total revenues Revenues Direct And Selling, General, And Administrative Expenses Direct And Selling, General, And Administrative Expenses Total costs incurred to operate, manage or franchise hotels and vacation ownership properties and expenses incurred to support those operations. Net Income Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest Tangible Asset Impairment Charges Tangible Asset Impairment Charges Goodwill, Impairment Loss Equity Method Investment, Other than Temporary Impairment Equity Method Investment, Other than Temporary Impairment 2015 Capital Leases, Future Minimum Payments Due, Next Twelve Months 2016 Capital Leases, Future Minimum Payments Due in Two Years 2017 Capital Leases, Future Minimum Payments Due in Three Years 2018 Capital Leases, Future Minimum Payments Due in Four Years 2019 Capital Leases, Future Minimum Payments Due in Five Years Thereafter Capital Leases, Future Minimum Payments Due Thereafter Total minimum lease payments Capital Leases, Future Minimum Payments Due Less amount representing interest Capital Leases, Future Minimum Payments, Interest Included in Payments Present value of minimum lease payments Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments Income Tax Contingency [Table] Income Tax Contingency [Table] Deferred Tax Assets (Liabilities) [Axis] Deferred Tax Assets (Liabilities) [Axis] Information by deferred tax assets/liabilities. Deferred Tax Assets (Liabilities) [Domain] Deferred Tax Assets (Liabilities) [Domain] [Domain] for Information by deferred tax assets/liabilities. Fixed asset related items [Member] Fixed asset related items [Member] Fixed asset related items including, but not limited to, tangible property regulations, tax deferred gains related to like-kind exchanges in excess of deferred gains on dispositions of hotel assets, and other fixed asset related items. Effective Tax Rate Reconciliation [Axis] Effective Tax Rate Reconciliation [Axis] Effective Tax Rate Reconciliation [Axis] Effective Tax Rate Reconciliation [Domain] Effective Tax Rate Reconciliation [Domain] Effective Tax Rate Reconciliation [Domain] Treatment for expensing certain renovation costs [Member] Treatment for expensing certain renovation costs [Member] Expiration of Statutes in Foreign Jurisdictions [Member] Expiration of Statutes in Foreign Jurisdictions [Member] Benefit due to expiration of statutes in foreign jurisdictions. New Uncertain Tax Positions [Member] New Uncertain Tax Positions [Member] Expense due to new uncertain tax positions. Statute Expiration on State Tax Filing Positions [Member] Statute Expiration on State Tax Filing Positions [Member] Benefit due to statute expiration on state tax filing positions. Tax Period [Axis] Tax Period [Axis] Tax Period [Domain] Tax Period [Domain] Accrual of position on prior year return [Member] Accrual of position on prior year return [Member] Accrual of position on prior year return [Member] Federal and State 2003-2009 [Member] Federal and State 2003-2009 [Member] Federal and State 2003-2009 [Member] 2005 - 2008 [Member] 2005 - 2008 [Member] 2005 - 2008 [Member] Interest and Penalties [Axis] Interest and Penalties [Axis] Interest and Penalties [Axis] Interest and Penalties [Domain] Interest and Penalties [Domain] [Domain] for Interest and Penalties [Axis] Federal and Foreign [Member] Federal and Foreign [Member] Benefit related to federal and foreign tax matters recognized as a component of income tax expense. Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] Domestic Tax Authority [Member] Domestic Tax Authority [Member] Foreign Tax Authority [Member] Foreign Tax Authority [Member] State and Foreign [Member] State and Foreign [Member] State and Foreign [Member] Federal and State [Member] Federal and State [Member] Benefits related to federal and state credits. State and Local Jurisdiction [Member] State and Local Jurisdiction [Member] Income Tax Contingency [Line Items] Income Tax Contingency [Line Items] Effective Income Tax Rate Reconciliation, Tax Contingency, Amount Effective Income Tax Rate Reconciliation, Tax Contingency, Amount Effective Income Tax Rate Reconciliation, Adjustments to Deferred Tax Assets,Amount Effective Income Tax Rate Reconciliation, Adjustments to Deferred Tax Assets,Amount Amount of the difference between reported income tax expense (benefit) and effective income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continued operations attributable to adjustments to deferred tax assets. Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Effective Income Tax Rate Reconciliation, Tax Settlement, Amount Effective Income Tax Rate Reconciliation, Tax Settlement, Amount Unrecognized Tax Benefits, Interest on Income Taxes Expense Unrecognized Tax Benefits, Interest on Income Taxes Expense Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount Interest on Uncertain Tax Positions Interest on Uncertain Tax Positions Release in reserves for interest related to uncertain tax positions. Income Tax Reconciliation, Foreign Income Tax Rate Differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount Income Tax Examination, Penalties and Interest Expense Income Tax Examination, Penalties and Interest Expense Deferred Tax Assets, Operating Loss Carryforwards, Foreign Deferred Tax Assets, Operating Loss Carryforwards, Foreign Deferred Tax Assets, Property, Plant and Equipment Increase (Decrease) in Deferred Income Taxes Foreign Undistributed Earnings Indefinitely Reinvested Undistributed Earnings of Foreign Subsidiaries Deferred Tax Assets, Operating Loss Carryforwards Deferred Tax Assets, Tax Credit Carryforwards Deferred Tax Assets, Tax Credit Carryforwards Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Deferred Tax Assets, Valuation Allowance Operating Loss Carryforwards, Valuation Allowance Total unrecognized tax benefits Unrecognized Tax Benefits Amount of unrecognized tax benefits that would affect the tax rate if recognized Unrecognized Tax Benefits that Would Impact Effective Tax Rate Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Gross accrued interest and penalties Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Income Tax Examination, Interest Expense Income Tax Examination, Interest Expense Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Foreign currency translation adjustments [Member] Accumulated Translation Adjustment [Member] Unrealized gain (loss) on AFS securities [Member] Accumulated Net Unrealized Investment Gain (Loss) [Member] Unrecognized pension cost [Member] Accumulated Defined Benefit Plans Adjustment [Member] Unrealized gain (loss) on derivative instruments [Member] Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Beginning Balance Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Income (Loss), Net of Tax Current Period Other Comprehensive Income (Loss) before Reclassification Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Amount Reclassified from Accumulated Other Comprehensive Loss Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Ending Balance Accumulated Other Comprehensive Loss Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax 2015 Secured Financing Arrangements, Matures in Year One Secured Financing Arrangements, Matures in Year One 2016 and Thereafter Secured Financing Arrangements, Matures in Year Two and Thereafter Secured Financing Arrangements, Matures in Year Two and Thereafter Financing receivables Financing Receivable, Net Financing Receivable, Net Equity Method Investments [Abstract] Equity Method Investments [Abstract] Total revenues Equity Method Investment, Summarized Financial Information, Revenue Gross operating profit Equity Method Investment, Summarized Financial Information, Gross Profit (Loss) Income from continuing operations Equity Method Investment, Summarized Financial Information, Income (Loss) from Continuing Operations before Extraordinary Items Net income Equity Method Investment, Summarized Financial Information, Net Income (Loss) Current Assets Equity Method Investment, Summarized Financial Information, Current Assets Noncurrent Assets Equity Method Investment, Summarized Financial Information, Noncurrent Assets Total Assets Equity Method Investment, Summarized Financial Information, Assets Current Liabilities Equity Method Investment, Summarized Financial Information, Current Liabilities Noncurrent Liabilities Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities Total Liabilities Equity Method Investment, Summarized Financial Information, Liabilities Category of Item Purchased [Axis] Category of Item Purchased [Axis] Long-term Purchase Commitment, Category of Item Purchased [Domain] Long-term Purchase Commitment, Category of Item Purchased [Domain] Vacation ownership property [Member] Vacation ownership development [Member] Vacation ownership development [Member] Hotel property in Brazil [Member] Hotel property in Brazil [Member] Hotel property in Brazil [Member] Hotel property in Hawaii [Member] Joint Venture Hawaii [Member] Joint Venture Hawaii Hotel property in Minnesota [Member] Hotel property in Minnesota [Member] Hotel property in Minnesota [Member] Hotel property in Colorado [Member] Hotel Property in Colorado [Member] Hotel Property in Colorado [Member] Other Debt Repayment Guarantee [Member] Other Debt Repayment Guarantee [Member] Other Debt Repayment Guarantee [Member] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Assets Held-for-sale [Member] Assets Held-for-sale [Member] Property, Plant and Equipment [Member] Property, Plant and Equipment [Member] Four Full Service, 52 Select Service, and HRG [Member] Four Full Service, 52 Select Service, and HRG [Member] Four Full Service, 52 Select Service, and HRG [Member] Depreciation Depreciation Capital Leases, Balance Sheet, Assets by Major Class, Net Capital Leases, Balance Sheet, Assets by Major Class, Net Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current Interest Costs, Capitalized During Period Interest Costs Capitalized Schedule of Operating Leased Assets [Table] Schedule of Operating Leased Assets [Table] Lease Arrangement, Type [Axis] Lease Arrangement, Type [Axis] Lease Arrangement, Type [Domain] Lease Arrangement, Type [Domain] Related Party [Member] Related Party [Member] Related Party [Member] Corporate Headquarters [Member] Corporate Headquarters [Member] Corporate Headquarters [Member] Operating Leased Assets [Line Items] Operating Leased Assets [Line Items] Gain (loss) on sublease agreement Gain (loss) on sublease agreement Gain (loss) on sublease agreement Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals Lessee Leasing Arrangements, Operating Leases, Term of Contract Lessee Leasing Arrangements, Operating Leases, Term of Contract Discount rate Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate Rate of compensation increase Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase Schedule of Revenues from External Customers and Long-Lived Assets [Table] Statement, Geographical [Axis] Geographical [Axis] Segment, Geographical [Domain] Geographical [Domain] All Foreign [Member] Countries Outside United States [Member] Total metric used to determine proportion of operations maintained in countries outside the United States Revenues from External Customers and Long-Lived Assets [Line Items] Revenues from External Customers and Long-Lived Assets [Line Items] Long Lived Assets Long-Lived Assets Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Operating Segments [Member] Operating Segments [Member] Corporate and Other [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Revenues Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization Net income (loss) attributable to reporting entity including pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA before equity earnings (losses) from unconsolidated hospitality ventures; asset impairments; other income (loss), net; net (gains) losses attributable to noncontrolling interests; depreciation and amortization; interest expense; gains on sale of real estate and other; and (provision) benefit for income taxes. Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Capital expenditures Payments to Acquire Property, Plant, and Equipment Fair Value Inputs, Quantitative Information [Abstract] Fair Value Inputs, Assets, Quantitative Information [Table] Fair Value Inputs, Assets, Quantitative Information [Table] Fair Value Inputs, Assets, Quantitative Information [Line Items] Fair Value Inputs, Assets, Quantitative Information [Line Items] Expected Term Fair Value Assumptions, Expected Term Risk-free Interest Rate Fair Value Assumptions, Risk Free Interest Rate Volatility Fair Value Assumptions, Expected Volatility Rate Dividend Yield Fair Value Assumptions, Expected Dividend Rate Income Statement [Abstract] REVENUES: Revenues [Abstract] Total revenues DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Costs and Expenses [Abstract] Owned and leased hotels Direct Costs of Owned Hotels Other direct costs Other Direct Costs Costs related to our vacation ownership properties and other costs, not previously categorized, which do not qualify for separate disclosure on the income statement under materiality guidelines. Selling, general, and administrative Selling, General and Administrative Expense Other costs from managed properties Other Costs from Managed Properties Costs related primarily to payroll expenses at managed properties where we are the employer and are fully reimbursed by the third-party property owner based on the costs incurred, with no added margin Direct and selling, general, and administrative expenses Equity earnings (losses) from unconsolidated hospitality ventures Income (Loss) from Equity Method Investments Interest expense Interest Expense Gains on sales of real estate and other Asset impairments Other income (loss), net Income before income taxes Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest PROVISION FOR INCOME TAXES NET INCOME NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION EARNINGS PER SHARE - Basic Earnings Per Share, Basic [Abstract] Net income attributable to Hyatt Hotels Corporation - Basic (per share) EARNINGS PER SHARE - Diluted Earnings Per Share, Diluted [Abstract] Net income attributable to Hyatt Hotels Corporation - Diluted (per share) Senior Notes [Abstract] 2019 Notes [Member] Derivative Instrument [Axis] Derivative Instrument [Axis] Derivative Contract [Domain] Derivative Contract [Domain] 2012 Interest Rate Swap Termination [Member] 2012 Interest Rate Swap Termination [Member] 2012 Interest Rate Swap Termination [Member] Interest Rate Swap [Member] Interest Rate Swap [Member] 2013 Interest Rate Swap Termination [Member] 2013 Interest Rate Swap Termination [Member] 2013 Interest Rate Swap Termination [Member] Senior Loans [Member] Senior Loans [Member] Revolving Credit Facility [Member] Revolving Credit Facility [Member] 2015 Notes [Member] 2015 Notes [Member] 2016 and 2021 Notes [Member] 2016 and 2021 Notes [Member] 2016 and 2021 Notes [Member] Repayments of Long-term Debt Proceeds from Issuance of Debt Debt Instrument, Description of Variable Rate Basis Debt Instrument, Description of Variable Rate Basis Senior Notes Senior Notes Debt Instrument, Interest Rate, Stated Percentage Debt Instrument, Periodic Payment, Principal Debt Instrument, Periodic Payment, Principal Repayments of Debt Repayments of Debt Discount Price Percentage Discount Price Percentage The discount price of senior notes issued, at the time of issuance. Proceeds from issuance of long-term debt, net of issuance costs Proceeds from Debt, Net of Issuance Costs Number of Interest Rate Derivatives Held Number of Interest Rate Derivatives Held Derivative, Cash Received on Hedge Derivative, Cash Received on Hedge Derivative, Gain (Loss) on Derivative, Net Derivative, Gain (Loss) on Derivative, Net Number of Interest Rate Derivatives Terminated Number of Interest Rate Derivatives Terminated Number of interest rate derivative instruments terminated during the period. Derivative, Notional Amount Derivative, Notional Amount Assets held for sale Disposal Group, Including Discontinued Operation, Assets, Current Property and equipment, held for sale Goodwill, held for Sale Disposal Group, Including Discontinued Operation, Goodwill, Current Liabilities held for sale Disposal Group, Including Discontinued Operation, Liabilities Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table] Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table] Valuation Technique [Axis] Valuation Technique [Axis] Valuation Technique [Domain] Valuation Technique [Domain] 10% Expected Dividend Rate Years 1-2 [Member] 10% Expected Dividend Rate Years 1-2 [Member] 10% Expected Dividend Rate Year 1-2 [Member] 12% Expected Dividend Rate Year 3 [Member] 12% Expected Dividend Rate Year 3 [Member] 12% Expected Dividend Rate Year 3 [Member] Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] Gain (Loss) on Marketable Securities Held to Fund Operating Programs Marketable Securities, Unrealized Gain (Loss), Excluding Other than Temporary Impairments Fair Value Assumptions, Expected Dividend Rate Fair value transfers between levels Fair value transfers between levels This element represents the amount of transfers of assets measured at fair value on a recurring basis into and out of Level 1, Level 2 and Level 3 of the fair value hierarchy during the period. This concept is to be used to represent no tranfers between any levels during the period. CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net income to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Amortization of share awards Share-based Compensation Deferred income taxes Asset impairments Provisions on hotel loans Provision for Loan, Lease, and Other Losses Equity (earnings) losses from unconsolidated hospitality ventures, net of distributions received Income (Loss) from Equity Method Investments, Net of Dividends or Distributions Gains on sales of real estate and other Foreign currency losses Foreign Currency Transaction Gain (Loss), Realized Net realized gains from other marketable securities Marketable Securities, Realized Gain (Loss) Other Other Operating Activities, Cash Flow Statement Increase (Decrease) in cash attributable to changes in assets and liabilities: Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract] Restricted cash Increase (Decrease) in Restricted Cash for Operating Activities Receivables, net Increase (Decrease) in Accounts Receivable Inventories Increase (Decrease) in Inventories Prepaid income taxes Increase (Decrease) in Prepaid Taxes Accounts payable, accrued expenses, and other current liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Accrued compensation and benefits Increase (Decrease) in Employee Related Liabilities Other long-term liabilities Increase (Decrease) in Other Noncurrent Liabilities Other, net Increase (Decrease) in Other Operating Assets and Liabilities, Net Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities, Continuing Operations CASH FLOWS FROM INVESTING ACTIVITIES: Net Cash Provided by (Used in) Investing Activities [Abstract] Purchases of marketable securities and short-term investments Payments to Acquire Marketable Securities Proceeds from marketable securities and short-term investments Proceeds from Sale of Short-term Investments Contributions to investments Payments to Acquire Interest in Joint Venture Proceeds from sale of investments Proceeds from Sale of Equity Method Investments Return of investment Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital Capital expenditures Issuance of financing receivables Payments to Acquire Notes Receivable Proceeds from financing receivables Proceeds from Collection of Notes Receivable (Increase) decrease in restricted cash - investing Increase (Decrease) in Restricted Cash Other investing activities Payments for (Proceeds from) Other Investing Activities Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Investing Activities, Continuing Operations CASH FLOWS FROM FINANCING ACTIVITIES: Net Cash Provided by (Used in) Financing Activities [Abstract] Proceeds from long-term debt, net of issuance costs of $0, $3 and $0, respectively Proceeds from (Repayments of) Debt Repurchase of common stock Repayment of capital lease obligation Other financing activities Proceeds from (Payments for) Other Financing Activities Net cash used in financing activities Net Cash Provided by (Used in) Financing Activities, Continuing Operations EFFECT OF EXCHANGE RATE CHANGES ON CASH Effect of Exchange Rate on Cash and Cash Equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and Cash Equivalents, Period Increase (Decrease) CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR Cash and Cash Equivalents, at Carrying Value CASH AND CASH EQUIVALENTS-END OF PERIOD SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Supplemental Cash Flow Information [Abstract] Cash paid during the period for interest Interest Paid Cash paid during the period for income taxes Income Taxes Paid Non-cash operating activities are as follows: Non-cash operating activities [Abstract] Non-cash operating activities [Abstract] Non-cash performance guarantee Non-cash performance guarantee Supplemental disclosure of non-cash operating activities for non-cash performance guarantees during the period. Non-cash investing activities are as follows: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Non-cash contract acquisition costs Non-cash Contract Acquisition Costs Supplemental disclosure of non-cash investing activity for non-cash contract acquisition costs during the period. Change in accrued capital expenditures Increase (Decrease) in Accrued Capital Expenditure The increase (decrease) during the reporting period in the aggregate amount of capital expenditures incurred but not paid. Income Tax Benefit Share Based Compensation [Table] Income Tax Benefit Share Based Compensation [Table] Income Tax Benefit Share Based Compensation [Table] Income Tax Benefit Share Based Compensation Income Tax Benefit Share Based Compensation [Line Items] Income Tax Benefit Share Based Compensation [Line Items] Employee Service Share-based Compensation, Tax Benefit from Compensation Expense Employee Service Share-based Compensation, Tax Benefit from Compensation Expense Goodwill And Intangible Assets Goodwill and Intangible Assets Disclosure [Text Block] Equity Method Investments and Joint Ventures [Abstract] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investment, Equity Method Investee, Name [Axis] Wailea Hotel Holdings, LLC [Member] Wailea Hotel Holdings, LLC [Member] Wailea Hotel Holdings, LLC [Member] Juniper Hotels Private Ltd [Member] Juniper Hotels Private Ltd [Member] Hotel Hoyo Uno (Andaz Mayakoba) [Member] Hotel Hoyo Uno (Andaz Mayakoba) [Member] Hotel Hoyo Uno (Andaz Mayakoba) [Member] Noble I/HY, LLC [Member] Noble I/HY, LLC [Member] Noble I/HY, LLC [Member] Denver Downtown Hotel Partners LLC [Member] Denver Downtown Hotel Partners LLC [Member] Denver Downtown Hotel Partners LLC [Member] Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara) [Member] Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara) [Member] Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara) [Member] Renaissance Centro M Street LLC [Member] Renaissance Centro M Street LLC [Member] Renaissance Centro M Street LLC [Member] PCH Beach Resort, LLC [Member] PCH Beach Resort, LLC [Member] PCH Beach Resort, LLC [Member] Diamante Resort La Paz [Member] Diamante Resort La Paz [Member] Diamante Resort La Paz [Member] Other Equity Method Investments in Hotel and Vacation Properties [Member] Other Equity Method Investments in Hotel and Vacation Properties [Member] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Equity Method Investments Equity Method Investments 2015 Operating Leases, Future Minimum Payments Receivable, Current 2016 Operating Leases, Future Minimum Payments Receivable, in Two Years 2017 Operating Leases, Future Minimum Payments Receivable, in Three Years 2018 Operating Leases, Future Minimum Payments Receivable, in Four Years 2019 Operating Leases, Future Minimum Payments Receivable, in Five Years Thereafter Operating Leases, Future Minimum Payments Receivable, Thereafter Total minimum lease receipts Operating Leases, Future Minimum Payments Receivable Schedule of Available-for-sale Securities [Table] Schedule of Available-for-sale Securities [Table] Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Available-for-sale Securities, Debt Securities Beginning Balance Available-for-sale Securities, Debt Securities Available-for-sale Debt Securities Gross Unrealized Gain Available-for-sale Debt Securities Gross Unrealized Gain Available-for-sale Debt Securities, Gross Unrealized Loss Available-for-sale Debt Securities, Gross Unrealized Loss Available-for-sale Securities, Debt Securities Ending Balance Schedule of Intangible Asset by Major Class [Table] Schedule of Intangible Asset by Major Class [Table] Schedule of Intangible Asset by Major Class Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Brand intangible [Member] Trade Names [Member] Lease Related Intangibles Leases, Acquired-in-Place, Market Adjustment [Member] Other Intangible Assets [Member] Other Intangible Assets [Member] Schedule of Intangible Asset by Major Class [Line Items] Schedule of Acquired Intangible Asset by Major Class [Line Items] [Line Items] for Schedule of Acquired Intangible Asset by Major Class [Table] [Table] Contract acquisition costs Finite-Lived Contractual Rights, Gross Franchise and management intangibles Franchise and management intangibles Gross carrying amount before accumulated amortization as of the balance sheet date of acquired rights to market the name or products of another entity in a specified territory and period, and acquired rights that arise from a contractual arrangement with a third party to provide management services for a finite term. Advance Booking Intangible Advance Booking Intangible Advance Booking Intangible Brand intangible Indefinite-Lived Trade Names Other intangibles Other Finite-Lived Intangible Assets, Gross Intangibles, gross Intangible Assets, Gross (Excluding Goodwill) Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Intangibles, net Intangible Assets, Net (Excluding Goodwill) Weighted Average Useful Life Financing Receivables Financing Receivables [Text Block] Fair Value Disclosures [Text Block] Fair Value Disclosures [Text Block] Defined Benefit Plan, Accumulated Other Comprehensive Losses Defined Benefit Plan, Accumulated Other Comprehensive Income Net Gains (Losses), after Tax Defined Benefit Plan, Future Amortization of Losses Defined Benefit Plan, Future Amortization of Gain (Loss) Schedule of Equity and Cost Method Investments [Line Items] Schedule of Equity and Cost Method Investments [Line Items] [Line Items] for Schedule of Equity and Cost Method Investments [Line Items] [Table] Cost method investments Cost Method Investments Total investments Long-term Investments Equity And Cost Method Investments Cost and Equity Method Investments Disclosure [Text Block] Unrecognized Tax Benefits - Beginning Balance Total (decreases) increases - Current Period Tax Positions Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Total decreases - Prior Period Tax Positions Settlements Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Lapse of Statute of Limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Foreign currency fluctuation Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Unrecognized Tax Benefits - Ending Balance Schedule of Financing Receivable, Allowance for Credit Losses [Table] Schedule of Financing Receivable, Allowance for Credit Losses [Table] Financing Receivable, Allowance for Credit Losses [Line Items] Financing Receivable, Allowance for Credit Losses [Line Items] Beginning Balance Provision Financing Receivable, Allowance for Credit Losses, Period Increase (Decrease) Write-offs Financing Receivable, Allowance for Credit Losses, Write-downs Other adjustments Financing Receivable, Allowance, Other Adjustments Increase (Decrease) Other adjustments increase (decrease) to financing receivables allowance for credit losses Ending Balance Compensation Expense Related To Long-Term Incentive Plan [Table Text Block] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] Income Tax Benefit Share Based Compensation [Table Text Block] Income Tax Benefit Share Based Compensation [Table Text Block] The total tax benefit related to compensation cost for equity-based payment arrangements recognized in income during the period. Stock Appreciation Rights by Grant Date [Table Text Block] Stock Appreciation Rights by Grant Date [Table Text Block] Tabular disclosure of the number of stock appreciation rights (SARs) granted, per SAR value, vesting period and vesting start month by grant date. Schedule of Share-based Payment Award SAR Valuation Assumptions [Table Text Block] Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block] Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block] Restricted Stock Units by Grant Date [Table Text Block] Restricted Stock Units by Grant Date [Table Text Block] Tabular disclosure of the number of restricted stock units (RSUs) granted, value per RSU, total value and vesting period by grant date. Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Performance Vested Restricted Stock [Table Text Block] Performance Vested Restricted Stock [Table Text Block] [Table Text Block] for Performance Vested Restricted Stock [Table] Unearned Compensation Future Compensation Expense [Table Text Block] Unearned Compensation Future Compensation Expense [Table Text Block] Tabular disclosure of total unearned compensation under the stock-based compensation programs which will be recorded to compensation expense in future years. Proceeds from the Amendment of Sublease Agreement Proceeds from the Amendment of Sublease Agreement Proceeds received from the amendment of a sublease agreement in which the Company holds the master lease. Future sublease income Statement of Stockholders' Equity [Abstract] Common Stock Amount [Member] Common Stock [Member] Additional Paid-in Capital [Member] Retained Earnings [Member] Treasury Stock Amount [Member] Treasury Stock [Member] Accumulated Other Comprehensive Loss [Member] Accumulated Other Comprehensive Income (Loss) [Member] Noncontrolling Interests in Consolidated Subsidiaries [Member] Noncontrolling Interest [Member] Balance - Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Total comprehensive income Purchase of shares in noncontrolling interests Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Disposal of shares in noncontrolling interests Noncontrolling Interest, Decrease from Deconsolidation Repurchase of common stock Stock Repurchased During Period, Value Directors compensation Stock Issued During Period, Value, Share-Based Compensation To Directors Value of common stock issued during the period to directors. Employee stock plan issuance Stock Issued During Period, Value, Employee Stock Purchase Plan Share based payment activity Share-based payment activity Share-based payment activity recorded during the period having an impact on stockholders' equity. Other Stockholders' Equity, Other Balance - Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Long-term Debt Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate Goodwill, Purchase Accounting Adjustments Goodwill, Purchase Accounting Adjustments Disposal Group, Including Discontinued Operation, Goodwill, Current Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 3 [Member] Long-term debt before capital lease obligations Long-term debt before capital lease obligations, Fair Value Loans Payable, Fair Value Disclosure Property, Plant and Equipment Disclosure [Text Block] Related Party Legal Services [Member] Related Party Legal Services [Member] Related Party Legal Services Member. Legal fees Legal Fees Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested Intrinsic Value Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested Intrinsic Value As of the balance sheet date, the total dollar difference between the fair value of the underlying shares reserved for issuance and exercise prices of equity instruments other than options fully vested (for deferred RSUs). Beginning Balance Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Vested in Period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Forfeited or canceled in Period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Ending Balance Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Vested in Period, Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Forfeited or Cancelled in Period, Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Nonvested, Weighted Average Grant Date Fair Value, Ending Balance Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Antidilutive Securities Excluded from Computation of Earnings Per Share, by Antidilutive Securities [Axis] Antidilutive Securities [Axis] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Stock-Settled SARs [Member] RSUs [Member] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive securities excluded from the computations of diluted net income per share (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Financing Receivable Allowance by Type [Axis] Financing Receivable Allowance by Type [Axis] Financing Receivable Allowance by Type [Axis] Financing Receivable Allowance by Type [Domain] Financing Receivable Allowance by Type [Domain] [Domain] for Financing Receivable Allowance by Type [Axis] Provisions on Hotel Loans [Member] Provisions on Hotel Loans [Member] Provisions on Hotel Loans [Member] Financing Receivables Impairment Charges Financing Receivables Impairment Charges Impairment charges for loans that were determined to not be collectible under the contractual terms. Financing Receivable, Allowance for Credit Losses Interest income accrued for secured financing receivables greater than 90 days Interest income accrued for secured financing receivables greater than 90 days Interest income accrued for secured financing receivables greater than 90 days Interest income accrued for unsecured financing receivables greater than 90 days Interest income accrued for unsecured financing receivables greater than 90 days Interest income accrued for unsecured financing receivables greater than 90 days Interest Income Accrued from Vacation Ownership Mortgage Receivables Greater than 90 Days but Less than 120 Days Interest Income Accrued from Vacation Ownership Mortgage Receivables Greater than 90 Days but Less than 120 Days Interest Income Accrued from Vacation Ownership Mortgage Receivables Greater than 90 Days but Less than 120 Days. Interest income accrued for vacation ownership receivables greater than 120 days Interest income accrued for vacation ownership receivables greater than 120 days Interest income accrued for vacation ownership receivables greater than 120 days Allowance for Doubtful Accounts Receivable, Write-offs Allowance for Doubtful Accounts Receivable, Write-offs Notes Receivable, Fair Value Disclosure Notes Receivable, Fair Value Disclosure ASSETS Assets [Abstract] Cash and cash equivalents Short-term investments Short-term Investments Receivables, net of allowances of $13 and $11 at December 31, 2014 and December 31, 2013, respectively Receivables, Net, Current Inventories Inventory, Net Prepaids and other assets Prepaid Expense and Other Assets, Current Prepaid income taxes Prepaid Taxes Deferred tax assets Total current assets Investments Property and equipment, net Financing receivables, net of allowances Intangibles, net Deferred tax assets Other assets Other Assets, Noncurrent TOTAL ASSETS LIABILITIES AND EQUITY Liabilities and Equity [Abstract] Current maturities of long-term debt Long-term Debt, Current Maturities Accounts payable Accounts Payable, Current Accrued compensation and benefits Employee-related Liabilities, Current Total current liabilities Long-term debt Other long-term liabilities Total liabilities Commitments and Contingencies (see Note 15) Commitments and Contingencies EQUITY: Stockholders' Equity Attributable to Parent [Abstract] Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding as of December 31, 2014 and 2013 Preferred Stock, Value, Issued Common stock Common Stock, Value, Issued Additional paid-in capital Additional Paid in Capital Retained earnings Retained Earnings (Accumulated Deficit) Treasury stock at cost, 36,273 shares at December 31, 2014 and 2013 Treasury Stock, Value Accumulated other comprehensive loss Total stockholders' equity Stockholders' Equity Attributable to Parent Noncontrolling interests in consolidated subsidiaries Stockholders' Equity Attributable to Noncontrolling Interest Total equity TOTAL LIABILITIES AND EQUITY Liabilities and Equity Asset impairments Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA Pro Rata Share Of Unconsolidated Ventures Adjusted Earnings Before Interest Taxes Depreciation Amortization The reporting entity's pro-rata share of unconsolidated hospitality ventures adjusted earnings before interest, taxes, depreciation and amortization. EBITDA Earnings Before Interest Taxes Depreciation Amortization Earnings Before Interest Taxes Depreciation Amortization Depreciation and amortization Interest expense (Provision) benefit for income taxes Exercises In Period (in shares) Share-Based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options Exercises In Period The number of exercised during the period on other than stock (or unit) plans (for example, phantom stock or unit plan, stock or unit appreciation rights, performance target plan.) Exercisable Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other Than Options, Exercisable, Number The number of exercisable units other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Outstanding, Weighted Average Exercise Price Share-Based Compensation Arrangements by Share-Based Payment Award, Equity Instruments Other Than Options, Outstanding, Weighted Average Exercise Price The weighted average price for units outstanding at which grantees can acquire the shares reserved for issuance under the plan. Grants in period, Weighted-average fair value at grant date (in dollars per share) Share-Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period Weighted Average Exercise Price The weighted average exercise price at grant for share-based awards issued during the period on other than stock option plans (for example, phantom stock plan, stock appreciation rights plan, performance target plan). Exercises In Period, Weighted Average Exercise Price Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercises In Period Weighted Average Exercise Price The weighted average exercise price at exercise for share-based awards issued during the period on other than stock option plans (for example, phantom stock plan, stock appreciation rights plan, performance target plan). Exercisable, Weighted Average Exercise Price Share-Based Compensation Arrangement by Share-Based Payment Award Equity Instrument Other Than Option Exercisable Weighted Average Exercise Price The weighted average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of equity instruments other than options outstanding and currently exercisable under the plan. Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms Grants in Period, Weighted Average Contractual Term Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Remaining Contractual Term The weighted average period between the balance sheet date and the expiration for equity-based awards other than stock option plans granted in the period which may be expressed in a decimal value for a number of years. Exercises in Period, Weighted Average Contractual Term Share-Based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercised, Weighted Average Contractual Term period Share-Based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercised, Weighted Average Contractual Term period Forfeited or Cancelled in Period, Weighted Average Contractual Term Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited, Weighted Average Contractual Term period Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited, Weighted Average Contractual Term period Exercisable, Weighted Average Contractual Term Share-based Compensation Arrangeents by Share-based Payment Award, Equity Instruments Other Than Options, Exercisable, Weighted Average Contractual Term period Share-based Compensation Arrangeents by Share-based Payment Award, Equity Instruments Other Than Options, Exercisable, Weighted Average Contractual Term period Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Intrinsic Value Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Intrinsic Value Total dollar difference between the fair value of the underlying shares reserved for issuance and exercise prices of vested portions of equity instruments other than options outstanding and currently exercisable under the plan as of the balance sheet date. Financing Receivables Fair Value [Abstract] Financing Receivables Fair Value [Abstract] Carrying Value Other Commitments [Axis] Other Commitments [Axis] Other Commitments [Domain] Other Commitments [Domain] Self Insurance Collateral [Member] Self Insurance Collateral [Member] Self Insurance Collateral [Member] Borrowing Capacity Reduction [Member] Borrowing Capacity Reduction [Member] Borrowing Capacity Reduction [Member] Self Insurance Reserve, Current Self Insurance Reserve, Current Self Insurance Reserve, Noncurrent Self Insurance Reserve, Noncurrent Letters of Credit Outstanding, Amount Letters of Credit Outstanding, Amount Multiemployer Plans, Collective-Bargaining Arrangement, Percentage of Participants Multiemployer Plans, Collective-Bargaining Arrangement, Percentage of Participants Surety bonds Surety bonds Amount of surety bonds issued as of the balance sheet date, primarily related to workers' compensation, taxes, licenses, and utilities related to our lodging operation. Past Due Loans [Abstract] Past Due Loans [Abstract] Schedule of Financing Receivables Past Due [Table] Schedule of Financing Receivables Past Due [Table] Financing Receivable, Recorded Investment, Past Due [Line Items] Financing Receivable, Recorded Investment, Past Due [Line Items] Receivables Past Due Financing Receivable, Recorded Investment, Past Due Greater than 90 Days Past Due Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due Receivables on Non-Accrual Status Financing Receivable, Recorded Investment, Nonaccrual Status Quarterly Financial Information [Text Block] Quarterly Financial Information [Text Block] Stock-Based Compensation Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Marketable Securities [Text Block] Marketable Securities Disclosure [Text Block] The entire disclosure of marketable securities. This may consist of investments in certain debt and equity securities, short-term investments and other assets. Schedule of Impaired Financing Receivable [Table] Schedule of Impaired Financing Receivable [Table] Financing Receivable, Impaired [Line Items] Financing Receivable, Impaired [Line Items] Gross Loan Balance (Principal and Interest) Impaired Financing Receivable, Recorded Investment Unpaid Principal Balance Impaired Financing Receivable, Unpaid Principal Balance Related Allowance Impaired Financing Receivable, Related Allowance Average Recorded Loan Balance Impaired Financing Receivable, Average Recorded Investment U.S. income before tax Income (Loss) from Continuing Operations before Income Taxes, Domestic Foreign income before tax Income (Loss) from Continuing Operations before Income Taxes, Foreign Investment Type [Axis] Investment Type [Axis] Investments [Domain] Investments [Domain] Preferred return on cost method investment [Member] Preferred return on cost method investment [Member] Preferred return on cost method investment [Member] Purchase of residual common investment [Member] Purchase of residual common investment [Member] Purchase of residual common investment [Member] Hyatt Place Houston/Sugar Land [Member] Hyatt Place Houston/Sugar Land [Member] Hyatt Place Houston/Sugar Land [Member] Hyatt Regency DFW International Airport [Member] Hyatt Regency DFW International Airport [Member] Hyatt Regency DFW International Airport [Member] Hyatt Place Coconut Point [Member] Hyatt Place Coconut Point [Member] Hyatt Place Coconut Point [Member] Hyatt Place Austin Downtown [Member] Hyatt Place Austin Downtown [Member] Hyatt Place Austin Downtown [Member] Hyatt Regency New Orleans [Member] Hyatt Regency New Orleans [Member] Hyatt Regency New Orleans [Member] Equity method joint venture within our owned and leased hotels segment [Member] Equity method joint venture within our owned and leased hotels segment [Member] Equity method investment within our owned and leased hotels segment [Member] Two equity method investments within our owned and leased hotels segment [Member] Two equity method investments within our owned and leased hotels segment [Member] Two equity method investments within our owned and leased hotels segment [Member] Total Unconsolidated Hospitality Ventures [Member] Total Unconsolidated Hospitality Ventures [Member] Total Unconsolidated Hospitality Ventures [Member] Hospitality Venture Properties [Member] Hospitality Venture Properties [Member] Hospitality Venture Properties [Member] Vacation Ownership Equity Method Investment [Member] Vacation Ownership Equity Method Investment [Member] Vacation Ownership Equity Method Investment [Member] Return of investment Return of investment Our return of other investments, including equity and cost method investments and certain equity instruments, during the period. Payments to Acquire Interest in Joint Venture Equity Method Investment, Deferred Gain on Sale Equity Method Investment, Deferred Gain on Sale Proceeds from Sale of Equity Method Investments Equity Method Investment, Realized Gain (Loss) on Disposal Equity Method Investment, Realized Gain (Loss) on Disposal Business Acquisition, Percentage of Equity in Acquiree before Acquisition Payments to Acquire Businesses, Gross Variable Rate [Axis] Variable Rate [Axis] Variable Rate [Domain] Variable Rate [Domain] one-month Libor [Member] one-month Libor [Member] one-month Libor [Member] Line of Credit Facility [Axis] Lender Name [Axis] Line of Credit Facility, Lender [Domain] Line of Credit Facility, Lender [Domain] Additional Non-Revolving Credit Facility Banks [Member] Additional Non-Revolving Credit Facility Banks [Member] Additional Non-Revolving Credit Facility Banks [Member] Proceeds from Issuance of Debt Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate Long-term Line of Credit Line of Credit Facility, Maximum Borrowing Capacity Line of Credit Facility, Maximum Borrowing Capacity Repayments of Long-term Debt Line of Credit Facility, Interest Rate at Period End Line of Credit Facility, Interest Rate at Period End Line of Credit Facility, Remaining Borrowing Capacity Line of Credit Facility, Remaining Borrowing Capacity EX-101.PRE 16 h-20141231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 17 andazlogo.jpg GRAPHIC begin 644 andazlogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^%!%FAT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O&UL;G,Z>&UP M1TEM9STB:'1T<#HO+VYS+F%D;V)E+F-O;2]X87`O,2XP+V&UP.DUE=&%D M871A1&%T93X*("`@("`@("`@/'AM<#I4:'5M8FYA:6QS/@H@("`@("`@("`@ M("`\7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QX;7!'26UG.G=I M9'1H/C(U-CPO>&UP1TEM9SIW:61T:#X*("`@("`@("`@("`@("`@("`@/'AM M<$=);6&UP1TEM9SIH96EG:'0^"B`@("`@("`@("`@ M("`@("`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`S1W`T M87A2%%B3WAT:D%-(2'-C;WAZ328C>$$[2%!5 M9$AH,4A(6$%D;5(S1$AE=V5&:#5!2&UO96Q"-BM(=6MF17@X*T@R:V9L0BLO M2"MO9T930D))1W=G;4-$14E006A(0T9)25A5:"8C>$$[;U-(3TEF4I6 M26]):7)Y3&1)=V]J3T-.;4DU46IW:5!W2D(X:U134CA*2W-K,FE52DI49VQA M0U=82F-C;#EY66Y*;&-M:'EA,R8C>$$[2G5G;D=#9$I*,V]N<7EF8TM!,&]0 M>6AX2TM);S%#:T=+5&=P87EM9$MD07%!:6\Q2VUG<6UY$$[8FEY:4Q.8W1$0S%"3%A9='%Y,VA,:%EU5$,V0TQR M8W4W:3AK3#%O=FM3+TA,+S1W3E1"D53355O>&=J1S9-9DEY2VI* M:B8C>$$[37!S>3%$34Y-,%EZ9GI/-$TO13!+>E)L3DHT,#)$551.53`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`P5%1X=%)*,4UV5E1T6%(Q;%A7,DYD8R8C>$$[,2M$ M65I.:F\R5WI:.&1P,C)V=F)G3G=&,TER9$5.,EG`O43`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`S M-#%&8U9E2&5A+W=!>&9Z3#!B.'HY1CAI861Q=&QQ;#%Q2FA.-28C>$$[3CE1 M35AO3$LU-5955%-6-%)+6D0W67!E-UEO9&ER$$[5F1I$$[,#1/4U=5,T95:D%.4#DQ5S!F02\V M,U1&2F92=4M(67$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9 M<3=&6%EQ-T972B8C>$$[+VUJ-3AG.&IE5')R6#-I5S1M:F5/1S!T5TI54WEY M3T)X<4%A551K,S!9<4=2859Q9'!Q=6PR;7`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`K=7=R565'>$EX528C>$$[4%1- M54]X5C@Y9FY,*UE7=F5A=D]6=CA!;%(U3FU-3#--;W0Y879K2C-*2$M72W$W M:4M+3W)3,#-.0W99,55H-U@U3SAO-DPU4SAV5R8C>$$[=6@V4D-)&,P2B\U9#0P02]Y$$[56@Y24%!04%#9TA166]D:7)Z;C@X M=%)U2#AS,F9L4W=K-&%N-79V661*:4E*1$I!-T)R;50O5D59-'0W3FEK34HO M3%=/3#AV9GIY,28C>$$[-WE+;TU/:38Y170Y;W%%,55-<6U25E5S83!#*W%N M=55'2W9F355/>%91:'-B3T$$[>'(X+V9/1W`V:F174#58958R.5189&9:5C%&,$HO8S)R8CA822MZ M>D%,4#129R]Z67!$,"]W06ME5#E,.&]E5TQ(44Y.565J84I34R8C>$$[86=6 M<'!4=DI++U@T;F)F,C9D0FEH4&-69&ER$$[05EQ.$\O2S=Y-34Q M.#!287HU+W-F37,S;#5V3D8W2DEL=71N83-283%T;6%+,W$Q=W)S=D0T;$%' M,4U5;$I,4S`Q6#AS4#A!;DE#=R8C>$$[:S%856IQ3F@U>FIA2S8Q1C1O-V-0 M4$TY4&EJ:D-X<7EZ:$-3=C=,-'$K:TU53WA6-5(U5&YP+WIK4#4V9S0O,VUN M86,O2W94:$9'2R8C>$$[53DK94ME:7`K9&8U3G`U>71%,7)1:71L-7@P-FHR M;#!P.4UZ:5!D66YC16-70C-J9G-D=6TT5D)E86599GIA;3@Q9FMT-6XX$$[*V]E9'1+5S)7-70U5DU:=49G=EE/56=5.4I&<"LX5"]!1U$R<496 M<#E066]15W0S-S9D;W0O<4-+2&5Z='!R:%5046U+375!865.328C>$$[5F9/ M2"]/2F5H=G%7=BM9=DXQ*WAM=31W='9(2R]W05)A5S9:<%HU3U(O82M"9CA! M9VII:W9O;GI.-6HP7-O>B8C>$$[2DED=51(.6Q%0G!6 M,V(T5DAC-&]E1V8X-'AA8F0V.7(O;7(X>&1354$$[465H>%$W1EAI;7`R5W1E92]W038W M>'1',6AT270O23%O='9$9GAW4EA8*VY8;U!R05)Z:&\V*VY61TY.=4]+5TUF M;FHU4#A!3V9L:R8C>$$[-DPK66,O;4=46##AZ26Q4 M8G%O6D1)3THU9GI9<4@P3&]M$$[=4LW-&]2=4MS82]-5'IZ<'9K;GEN96$Y9F9%66@V9&YB,6]:"\X:F%I$$[;$IM M:$UG*TM',6M)655"*WE:9&E",E%+4$59<$PR375G8TE72$UG:TQ88V=50DY0 M86]X43-I$$[5EE,*V$R;"MF=&4X M=C-F;'IY>$)A47AA;D8V3C%Q='IC=D@V8U1K:59"16M4$$[6EA7;C)S9'$X3G9*-GE(,%9#97!Z M-%(W>54U2&)V,4]+1TIF;GHK5V5Q965V3&1J1F]O:%A79$]U>$YB>7IY3D5" M17EL6D969W(W;"8C>$$[9V@S<#`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`P+VI(33=(:TM6>%-8<5=+2&I(-70O;&(K66YN3'IJ66%L0RML6%!L M=E)U3#)7:EAC.7I'6C5+0G!43R8C>$$[16AD9FIC8TYN*W=/,51I:T900G%V M+T]124%!,$AY*T%/9RMT>B\P>%A:6#AO-DXK6C$Y-3$O>$0U,EA4-V$P$$[2DQM4TYP6FY:.7DS0T5,,7`T06(T<74X$$[5F5H66]D:7)S5F1I$$[:7)S M5F1I$$[$$[$$[5F1I$$[9&ER&UL;G,Z>&UP34T](FAT='`Z M+R]N&%P+S$N,"]M;2\B"B`@("`@("`@("`@('AM;&YS M.G-T4F5F/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O7!E+U)E&UP+F1I9#HP.#@P,3$W-#`W,C`V M.#$Q.#`X,T%!,S$W-#(Y0T-%,SPO>&UP34TZ1&]C=6UE;G1)1#X*("`@("`@ M("`@/'AM<$U-.DEN&UP+FEI9#HP.#@P,3$W-#`W,C`V.#$Q M.#`X,T%!,S$W-#(Y0T-%,SPO>&UP34TZ26YS=&%N8V5)1#X*("`@("`@("`@ M/'AM<$U-.D]R:6=I;F%L1&]C=6UE;G1)1#YU=6ED.D1&,#=#,D8S1D4V1$1# M,3%!,#E!.#7!E/2)2 M97-O=7)C92(^"B`@("`@("`@("`@(#QS=%)E9CII;G-T86YC94E$/GAM<"YI M:60Z1C&UP34TZ2&ES=&]R>3X*("`@("`@("`@("`@ M/')D9CI397$^"B`@("`@("`@("`@("`@(#QR9&8Z;&D@7!E/2)297-O=7)C92(^"B`@("`@ M("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI M9#HT-C!$-3`W,C(P,C`V.#$Q.#`X,T$P,#%",3(V0D)%.#PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IA8W1I;VX^&UP+FEI9#HP.#@P,3$W-#`W,C`V M.#$Q.#`X,T%!,S$W-#(Y0T-%,SPO#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](G7MQ@Y&E%ADR25M=4V5K8WI]=" M,SAX4D-4)55UA[AB8S24-2939"?_V@`.!`$``@`#``0``#\`G\)_"?PG\``` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````,,OD*RNY[7AGW[K?'KBO)N8 M]P\JX3?X/PW4<0]L>0V;O-\["XKNMYKY3PN_PCA^HXE[8[^S=YKFX?%]SN]=D M5R<.N%D\=X[MM>(G>>OZ&XQR+EO;/)^&W MN&<1U7%/;'?6;G,LW#XSN-UKLBN3B5P\GCW']IEYUN_&Y&Y:N8\90_7I%A-\ MC67W;:\)_(76>.7$N416+O.\["XGN]]K,FN5A2P,O MC/&MOF["UD0N1N6;N-&4/UZ10H/]!OYC?\%_EE_=MO/[[4+W_0C^8#_!EY6? MW:;O^^Q#G_T+OEK_`,&OE'_=ANO[Z4&G_0-^:7_!3Y>_W<;[^_`_T&_F-_P7 M^67]VV\_OM/]"/Y@/\&7E9_=IN_[[#_0N^6O_!KY1_W8;K^^D_T#?FE_P4^7 MO]W&^_OP/]!OYC?\%_EE_=MO/[[3_0C^8#_!EY6?W:;O^^P_T+OEK_P:^4?] MV&Z_OI/]`WYI?\%/E[_=QOO[\#_0;^8W_!?Y9?W;;S^^T_T(_F`_P9>5G]VF M[_OL/]"[Y:_\&OE'_=ANO[Z3_0-^:7_!3Y>_W<;[^_!A!SOL'RBZQYER3K[G MO9O9\/VV7H>3<>S^Q^4US]+N<"Y6UFZW-IC[Z_9AEXEZE87(4E6L)TK& MOI6E:,*.<\_\G.M.8/Y_8O**YVFW&!0\$YOV-VWQSE_$]KE:3D M>ASNP>35S=/M\&=;69KLRF/N[UJ&5BW:5A3===@=H]U<7YOPS<9?'^4\UO\HG+_P#IAU?^ M?#NK_"_VC_E`Y9_TLZA_I!=]_P"&_M[_`"EUO\HG+_`/I@_GP[J_PO]H_Y0.6?]+'^D%WW_AO[>_REV^6DK2GMI67OEN_EYNN^P]AT]VYY']E;RSA\9R?;:RQLLW)LVX;WDNUMXER?\`;TGI:TI[:5E[Y6_P M!=?\_P`_J/M?R'[&Y9S#DT^>`\#M\HY+NMU9P^/<,A/+Y+M=;8V.9DV; M<-YR/:6\2<_[>D]/6E/;2LO?,F_+8=:]D['I3N7R<[1YESCEESL7EF)UOUS: MY?RK?;^QA<8X);GF\KW.JQ]IG95BW#D'*-Q;P[ES^WI/1UC3VTK+WR0$BU(0 M29`````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````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`P<6S']:[DY>7 M>A;A&GUE*5*+/7Q(Z%U?C!XT=*=":N.+6G6G`=+I-ODX4:PQ=IRR_:EM>;;V MU"M*5C'D',-CG9U:5^M*Y%5F7XG=$ZSQF\;>E^B-9'%K3K?@6ETFWR<./LQM MGRN]:EM.:;RU&M*5C3?\OV&=FUI7ZTKD561?BOTAK?&WQTZ=Z.UM,:M.NN#: M?3;;)PXUCC;+E-ZU+9\QW5J-:4K&.]Y9GYN96E?K2M^JU#\//'[5^*WB]T;X M^:J.+6G6'7NCT6YRL*-88NUY??M2V_.=_9A6E*QCR+F>RS\ZM*_6EL+^NW%;&79 MMUI6U;VG.<[4W+$KGZMW]G7Z1I*L)5A'<_,5>1=.">-O7WCMI\^-O=]Z\O\` MVYR7%M7I5N4Z_P"L[^OV];.79MUI6U;VG-\W57+$KGZMS]G7Z1I*L)5A'Y_, M&^0E.#^.G`O'W49U+>Z[OY;^VN1XUJ]7[E.!=;W]?MJV+W7'C1I=A&UOO('FG[>Y3B6;TJW?YN. MK,C6[F5C,LVZTK:M[;GF=I[F/*Y7VW?V;?I&DJPE6$*5#"0[4'``;@_@W\;Z M^0'GUUYN=G@5R^']"8>7W=R"YK&GI"4H[=OA&\=*]^>>/7VXV>!7+XCT1AY7=6_N7+,98W[5XSDX>' MP+%^[D)2CMC^%WQ[KWKYR<"V^RP:Y7$^CL M3)[EWL[EJDL;]J\;R<3$X+C?=N4K:CE_OML<+,A;^LYV<&]6-/2$I1W-_`WX MS5\B/D)ZXW>UU]O(KERQ&>+^U^+96%@]>8GWKM*V8YW[_[77YU MNWZ5N7+&OOUC3TA*<+`U/J3M5B:````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````*]#YJ?(__2+\_NUYZW-AE\0Z9_"] M%\1E9N>^S*WP3*S_`-[LJ,X7)X]_\7V'L]O6U>M^E+F)&Q2OK[:55^GS-^17 M^D-YZ]JSUV;#+XCTY^&Z/XG6U/WV96^#9.=^]N5&4+D\>_\`B^P=EMJV[T/2 MES%C9]?7VTJ@5?,-Y!_S_P#G1VA/7YD,OBG4/X;I7BM;4_?:E;X3DYW[UY,9 M0N3L7OQ7/=CM:V[L/2ES%I9I]?;2JN.^<3R7_P!)3Y#>W9ZS-AF<-Z2_"]"< M.E9N?KUMUM=V7&N/?P5R-+N/+-Y M9D[[(]:>DL?9)-B_+S>.NYP*XW(_(?F5R]J;UV-8W:] M<]3O;_K3TCD8TL:Y3UC[))FOP!>/4NM_%CD_=^X MP*X_(?(#E]R]JKUV/MNUZ\Z\N[#CN@_@[D:7<>69RG(WE_UIZ1OXTL>=/6/M ME6=Q^6Q\99=5^'O+?('>:Z6+R;R4YO]>A6-ZO6765W9\8XW_``5V-+N/ M+.Y?E<@R/6GI')Q98MRGNC[))![?\WQI&``````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````#%[S4\@\3Q8\5>\N^;U[$M[ M#@'`MOE\5M9U;?X;/YWM8PT/`M9>A=]:7+.QYCM,*S M%:N1I&5?MRE6D9>GHQK\PN^,7QF\9.Z>[[UW%MY_!N#[7*XS:S:V_P`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`B-(H"&@`-]OY>?QOEVWYG[#N;;X-R_P`4\;>'9?)+5^5JMS#GV'SFSG\3 MX9@Y5)6Y6O6WIY;O96:^ZDX9.MM2C2M*5K3>[^7Y\9&?W%ML&Y?XMXY M<0R^1VK\K5;F'/L'FUK.XIPW!R:2MRM>ZWJ);K8V:^ZDX9.MM2I2M*5K3>)\ M"GCW+M3R^SNW=KA7+_&/'GB67R&U?E;^YB3Y]S2UF\7XAA9-)6Y6_6WJ9;G8 M6:^ZDX9.NM2I2OI6M)!GY<;QFEW#YN;'NS<8%S(XEXR<+S.36;\K5;F%/LCG MEG8<0X3@95)6I6O6UI9;W9V:^^-R&5K+4HTK2E:TG1IP::HGN``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````"MU^4O MR0CY2^W8^NS[>?P_4QKM+V!=X5UU27&-;M-=E(T](1KG/D_P#(R/E!YO=Y=BZ_.MY_$=3R6?7/7][&NTO8-WAG M7M)<:UVSUURER[[L/DV;AY.XI7W?66PEZ4C3TC&O7^2_R$CY+^:?=G8.OS;> M=Q/5D:5 MEWRO^3,?*_ST[][,UNPM[#AFGY1 M59^%E;J-?=]9[*5:1A3TA'7RP"8'M=``GT_`UXV_S$^"'%N:[?7?@^9>1.YS M.V]K.['_`(U#B>1;CINN,.LXSE;G@Y'&,".WL>E*2C7<3I+Z_2D\?X*_'+^8 MWP8XOS/;:_\`"!D\5U\=Q8]*4E&NZG27U^E-T[U<#/A@><]G3C&BS,&/_`-=D\=IL+NVE M#Z>MG7W/]Q@K\E/D9_HM>%G>7:6#G0P>67.+W>$]?2I<^WDUYUSN=.,Z+,P8 M_P#UV1Q[\?=VTH?3ULX%S_<80_(SY"_Z,?AOW9V=@YT<'E4^,W.&<"E2Y[,G M]]^<3IQO29F%'_ZW(T'X^[M)0^GK9P)_[C7]\HWDU_HE>"_?O;6OV$-?S&YQ M.[P3KB?W?MY5>?\`8,X\5T&;@1_^OR>-TV-W<2A]/6QKKE?T45L*N)5XJL8` M'N7C/TCN_)+R`Z?Z)X]6];V'://>/<4NYMF%;DM1I\W-MSY%R"Y&EJ_6N-QW MC]K*S[WZD_2UCRK[9?HK[=XV=*;OR-[\ZCZ-X_6[;V'9W.]!Q:[F685N2U&H MSSC2W>K7'T&AM9.;=_4GZ6L>5?;7]%?>?%WHK M>^3?D3TST%QRMZUL>U>P>.\2NYUB%;DM-IL[.MSY)R*Y&EJ_6N-QKCMG*S[U M?9/TM8TJ^V7Z*V@7&.-Z3AO&^/<0XSKL?3\;XKH]3QOC^IPX4MXFKTFCP,?5 MZG78MNGTMX^%@8MNU"/]B,:46:_&N.:3A_'./\1XUK\?4<.Z?#A2WAZK1:'7X^JU&MQ;=/I;QL'7XENU"/\`8C&E'..; M1]<_DO1'BCI=A">+H,',[MY_AV;DKD?VSMOVCQ'KW&R*0G M2U8S-;J;.\OSM3I*Y6SLK$Z>R,J5N1+OS(_D77.Y'T;XKZ780GBZ'!S.ZN>X MEFY*Y']L;7]H<2Z_QLBD)TM6,O7:FSN[\[)Q[`S>].P\*S=G^NU/) MS=X$YZCIKBMOA'#,F[;]+-SGG8UK)M;?,P[W_MY&AX1@9.-?A_8AO+=?]Q)! M_+E>.?[W][=I>2VZP)SU/3O%K?"N'9-VWZ69\Z[$M9-K;9F'>_\`:R-'PG!R M<>_#^Q#=VZ_[B1'^7H\>OWM[O[-\CMS@SGJNHN,V^&<0R+MOTM3YOV!:R+>U MR\.]_P"UD:3AF#D8]^']B&YMU2>_RR?C)^^GD#VSY2[W7SGI^E.)V^"<)RKU MOTLW.P.RK.5:W&;A7OK[\G0<$P,K&OP^GI#>VZ_[B9TF/I>J;:`````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````^C*RL; M"QLC-S)8NY67EY5VWCXV+C8]N5V_D9%^[*%JS8LVH5E.7E7K>/BXN+CVY7LC)R9\\V5OA]+E*PE MC\`XY"SQ?@./*UZUC:OPXAIL.M^D?2DLB5R?Z955J?G%Y`Y'E'Y9=Y]X5R+F M1J>8\ZV-OB-+E*PE8X%QV-GC'`\>5JM:QM7X<2T^'6]2/I261*WT MI*_6*]?8T M[7K6-K(M\-TF%6_2-*4ED2N3]/656)C%)BVQ!`%BC\/'C='QH\!NF=%L-?'` MYEV;@7>[.=^L:0OSW78UC#S]'CY=NL:3LYNFX%C:?7W[!<[HYSZQI"_/<]AV,3/TF/EVZQI.SF:;@F-J- M??MRK6L;^)/]'K[:3]/B9\>H^.O@YU#I<[`I@\M['P;GX[`L8F M=IL?*MUC2=G+U'!\;4X%Z$JUK&]BS_1Z^E+);X8/&6/B_P#'OTEH=CKHZ_FO M:6ON]Y\_]84MW[F\[*L8>PT6-F6ZQI?V%9R\3DV1B MW/;.Y8RM7U[B;C*LW84]UO(LV_24)5I*FKWYB/(ROCCX&]O;+6["F!S'M3&L M=*<+K&<;>1+.[`LY>)R7(Q9^V=RQDZS@&)M\JS=A3W6\BS;])0E6DJ:S_ES\ MA*^//@SVSL==GTP>7=GXUCIKAU8SI"_+.Y[:RL7D>1C3]LKEG)UO`\7;95F[ M&GNMY%FWZ2A*M)4U/?-=Y,U\9/CT[GVFKV4=?S7MS$Q^BN#5CV=VQE:KKK$W679NPI25O)LVO24)5C.E=XKX4!=6\`#,+P#\=;OE7 MYA=#](7,6>5H>3\XP=CS>E(W/MV^ON)VK_*^D<:>7QG39.-8G*M(UR MK]J'UE*-*Y>>!?CU=\I?+OHOI2YBSRM%R;FV%L.:TI"Y6W;X#Q6U>Y5S?[EV M'I'&GE<:T^3CV)RK2-'G\RI M2-SV6^"<7M7N4S.5:1KDWKM^D<6>9Q?29.-8G.L8UR MK]J'UE*,:V95FS9Q[-K'Q[5NQ8L6X6;%BS"-JS9LVHTA;M6K<*1A;MVX1I2, M:4I2E*>E%E!9LVL>U:L6+5NQ8L6X6;-FS"-NU9M6XTA;M6K<*1A;MVX1I2,: M4I2E*>E%C%:M6K%JU8L6K=FQ9MPM6;-J$;=JU:MQI"W:M6X4I"W;MPI2D8TI M2E*4]*+1:S9LXUFUCX]JU8Q[%JW9L6+-N-JS9LVHTA:M6K4*1A;M6X1I2,:4 MI2E*>E'V/L?8^P`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````!"[_,C>2/[Z^0G6'C/I-A&[INDN(RYAS'%LRNQ__P"A M=EVL3,P<'86JR^U>N:7@6!K\G&G2E*PCN[T?6OK](:_YC+R,_?/R`ZR\;-+L M(W=/TMQ*7+N7XUF5R/IS_LBUBY>%A9]NLOMW;FFX+@Z_)QITIZQCNKU/6OK] M(@/YA7R%_?#OGK;QTT^=2YJ.G.*RY9RS&LRN1_\`[\[%M8N5A86?;K+[=VYI M^$8.!DXTZ4]8QW-ZGK7U^D(?\S5Y-?OQY&]5^+NCV,;NDZ,X=+F7-,6Q.[#_ M`/Z-V?:Q,S`P-C:K+[5ZYH^O]?KLK%G2GK".\O1]:^OI2-FCCH\J,>`)7?Y: M+QOK=S^^/+#=X$OMX=C"Z.Z_RKUF,K<\C*EK.8]BY>/6[3UA?Q;%G0X]N];I MZUAD9-OW>E9QK*D_+;^.E;N=WIY5;K`K]O$L8?27`78 MKW>MT]:PR,FW[O2LXUE`?EU?'NMW-[N\H=Q@U^WBV,/IC@N3 M>M1E;ED9,M=RWG^58K7>\U\OMX>/A=#]=Y=ZS&5J>3ERU?->RLO'K=IZV\C%Q[/'\>U>M_6L,G)M> M[TK.-9:J5XE,)@0````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````#@N4\FT?"^,\BYCR?8V-1QKB>BV_)N0[;*K6.-J]'H M=?D;3;;'(K&E:TL86!BW+LZTI6OMC5P?)^2Z3AG&N0\PY-L+&IXWQ31[;DO( M-KDUK3&UFDT6!D;3:[#(K&E:TL86!BW+D_2E:^V-7"'\+:3:\CWVTR:UICZW2Z3`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`````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````-+/SR>2->BO`[E7#-/L8X?,?(C=X746KMVKD:9D.)Y5NYNNQLV M-F494NX&1Q?72U&17],*[BW6GU]*TTT?.IY%UZ.\%N4\.U.PIB$7 M)^(ZG84Q.6]^[C"ZJUL+5R-,N'%\FW3->@OC_Y;PG3;*.%S3R0WF!T[JK=JY&F;#B.5;N[SLK.C9E& M5+NOR.*ZR6FR*_IA7=6ZT^M:5I`50-D&E7K@#9-\2/C?3R=\\^D.'['!AG\. MX3N:]P<_M7L>&7ASXOUM=QMU8U^QQIUI"]KN2I7Z4AL*UK2OIZ5V. M?$[XZ4\F/.OI3B.QP89W$.%[FO;G/+=['AE8<^,=Z>2'F]TUQ/8847,?<6<#/QYUI&]K^0\F_9VJO4K]*0SZU]*^GI79Q\/?C-3RG^0+HGAFRP( M;#A?!=W7N7L.U?QX9>%/BG65W&WEC7;+%N5I"_K>3\L_9>GOTK]*6]C6M:5I M3TK8U+$18%++```````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````08?S#?DA7MKS,U73.GV7XKBGC?PW&X_?QK`)DOY:_QOEQ? MION+RAWF![>\G-W@W+6R[2Y)C]<\)O9%JL:_N9P.M^YALJX=VOOE_#Z'TI2/I6LY'Q[KQKJ/MGR4W.%D?2M935_RQ?C M-+BG2O='E7O<"[:VG;7*,;K+@E[)M5A7]Q^O:US>2;76W/M1I=P>0\TVM<*] M7WR]+_'O2D8^E:SDUI*R1NE(@``````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````#ZN2C;M6;5N-92E*M(QC2M:U]'U7[]C%L7LK*O6 ML;&QK5R_D9%^Y"S8L6+,*W+UZ]>N5C;M6K5N-92E*M*1I3UK]'U7[]C%L7LG M)O6L?&Q[5R_D9%^Y"S8L6+,*W+MZ]=N5C;M6K5N-92E*M*1I3UK]'TY&1CXF M/?R\N_9Q<7%LWOW[UR4;=JS:MQK*4I5I&,:5K6OHTZ M^(GS0]`>7?E5S#QBXWQ7=\4K;NS/Q6OQ[M;TL;(I#'N:@O$KYD^A/+3RDY?XT<W@8F9QC,S-/B7MEKK-V[E_B<#'NUNRQK](8\]+OAQ\W?CQYC>6O,_%CC/$] MYQ*MNYR6G2_8NWWF%FZGNFWQ#\3D;B.+H[>MPLWB6;G:/"O[766;M[,_%Z[& MNUO2Q_.J^D.===\JYG#FG&,3FW..4<:VVOL7.O>*;;?;;CVFS,709.'>ERW:9& M5Q_.O7\/\9KIV,6W:G"5Z5Z,*:E_.KY;^I?!'OCJ[I3G'7O*.90YEQG$YKS; MDW&]K@6+G7_%MKO=KQ_3Y>+HNG9QK=N<9797HPIJ MI\W?E:\!Y-R^/+^-XG,N:C"FG/Y`?F4Z<^/KR$ZFZ)Y[UORSF\.; M\6P^=<\Y5Q?;Z^Q3B9-JY9O0A=MSA'9=UEV9P3N3@/%.T.LN2ZWF'`^; M:BQN^-#$W,6US/G'$.(W)W7"W M7VW)XT-GF8LK\(2^E:Q]:4JZ;RGL;KW@US%MMY%N]2,K,[,[>;*-V%V,J5C6/K M25*T]'9K'/>#94+-W&YGQ/(MY$+=S'N6.1:>]"_"]2DK4[,[>9*-V%V,J5C6 M/K25*_1VW'[&Z^R[=B]B<[X;E6LJ%JYC7C&5FY8G;SI1NPNQE M2L:QK6DJ5IZ.X.W.V.Y/HR]EYF18Q,3&MSO9&5DW;=C'L684]T[MZ] M=E"W:MPC3UK*5:4I1]&3DXV%CWLO,R+&)BX]N5[(RM92K2E*/IRW*[?RZ=V]?NRA:M6X1 MIZUE*M*4HZ)M.V^J=)&S+==F]>ZB.16<<>6TYIQO`C?E;I&MR-FN7LK5+M;= M)T]U(^OIZT]?TNC[/MCJS21LRW/97`-1'(K../+9\RX[@1ORMTC6Y2S7*V-J MEVMNDZ>[V^OIZT]?TND[+M3K#31LRW'8_`]5'(K.-B6RY?Q[!C?E;I&MREFN M5L;5+E84G3U]/7T]:>OZ70=KW!U)H8V9[SM+KG30R93CCRVO-^,ZZ.1*U2-; MD;,LS9V:796Z3I[J1]?3UIZ_I<99[VZ0R+MJQ8[DZJOW[]R%FS9L]A\1N7;U MVY*D+=JU;AMY3N7+DY4I&-*5K6M?2CC+/>72F1=M6+'<'5M^_?N0LV;-GL#B M=R[>NW)4A;M6K<-O*=RYOWKD+5FS M:Y[Q6Y=NW;DJ0MVK5N&VK.YM)1K3UI6E:5^E7J,91G&,HRI*,J4E&4:TK&4:T]:2C6GK2M*TK] M*O38RC*-)1K2494I*,HUI6,HUIZTK2M/I6E:/68RC.,9PE&4)1I*,HUI*,HR MIZQE&5/6E8UI7Z5?+Y?+Y`````````````````````````````````'2N0=E M==<3N2L\IY]PKC5Z-Z./*UR#E6BTUR-^5K[\;,H;'/QI4O2L_KTCZ>M8_7T] M'3-_V/UYQ6Y*URCGG#.-W8W:6)6M_P`HT>GN1ORM_>C9E#8YV/*EV5G]>D?3 MUK'Z_H=.WO8?7_%[E;7)N<\.X[=C=C8E;WO)M+J+D;\K?WHV:PV&;CRI=E9_ M7I'T]:Q^OZ'1^1=G=;<0N2L\L["X/Q>[&]''E:Y%RS0Z2Y'(E:^_&Q*&RV&- M*EZ5G]>D?3W5C]?3T?NX[S;AG,+=;O$N7<8Y1:I"=RMWCN_U6[MTMV[M+%R= M9ZS+R8TA;O5]DJ^OI27TK]7[>/3VJ0G/\RXARRW6[Q;E7&^2VJ0G9VZWN'\QXKRNS2$[E;O& MN0ZG>VZ6[5VEB[5'V6[]?9*OKZ4G]*_5V=V9V1VD``'GG;G9G&NE^K M>Q>W.99'X;BO6?"N3H.M.?]J7* M2C&[+7<;U65MG&$:5E*E*^<=P]H\8Z1ZH[)[B MYKD?A>)]7\'Y1SSD%R,H1O3U?%M-F;G*QL2DZ^EW/S+>)]G'M4]9W;\X0C2L MI4I6KL[0[$Y)V[V3S_M3F.5^-Y7V/S+DO..1Y5/I"[N>4[C,W6Q^S"E*1M8\ M,K-E&W"-*1MVZ4C&E*4I16,=F]A&3F2C;A2E(V[=*1C2E*4HK6>R>?YS-YLOLP^D;6-#*S91M6XTI&W M;I&,:4I2E'171W2G07*Z+2;;DV[T_&]#@W]IO>0;77Z32ZS%I263L=MM7?A;A2M:4K*5/JY/2Z;:-C[76?`-'H-GDXWNI9VG*)6*['F6]C&595A7D'+<[-SI1I](RR M*TIZ4I2BS,\5>C-5XT^.73/16HC8^UUMP+2:+99.-ZTL[/DTK%=CS#>1I*M? M;7?\LSLW-E2GTC+(K2GT]%D9XO=):OQQ\>>G^D-3&Q]KKK@VET>QR,?W4L[/ MDDK'[0Y=NXTE6M8UWW*53QZ[+FN_C&59>RO(N89^=GRC3Z1ED5I3TI2E&0C(![ MRR-`````````````````````````&FGG?S5>/7`_/#`\*L[C6VRM7;Y/K^MN M5=X6]_KK/&>+]J[2]9PK/%[W'YX,[^5H]5N,NUKMKM;F=C5U^?&]&N--<8[2V=ZSA6N,7N/SP MIW\G2:K;Y5K7;3:SSL:N!GQO1KC7+-F5^NHOFWS#="\(\W,+P\S>.[3)UL.2 M8'7G)NY[>\U]GCG&NSME=M8=KC5W13PYW\G2ZO;95K7[/9SS<>N!G4O1KC3L MV97ZZ3^?_.)XX\`\_P#7^#N?QC<9>JM\JUW67+.][?(=;9XMQ7MK:WK.#9XI M>X[/!GD9>AU&ZR[6LVVWN9^+77;"-^-<6Y8L2R*[EFXEMT;L```````````` M`````````````````!BIY4>:_C9X6Z7A^^\B^P:<'P>>;O+T?%[6/H.1\HV> MROZS&LY>XS;>GXMJMQM?V5I;&58_%9'V:V[4\FS;^MR[;C+%KRB\T/''PTTW M$=[Y#\_IPC!YUNSE[?,MZCB^KV^TIJ]-8RK'XK(^ MS]NU/(LP^MR[;C+&+R:\Q?'GP_T_$]YY`<\IPO"YON,K2\:MX^BY!R78[&_K ML>SE;;,MZGC.LVVS_9FGLY-G\3D?:K"W/(LP^L[MN,L2?+/SD\8_"#1\,Y!Y M*=C1X'@=@;S,T/%;6-Q[DO*MIL\C5XUC,W.;;TO$]3NMM^R=)8R['XO)^S6W M:GDV+?K6Y>MPEQ_7'GWX3=M8&'G\#\J>BMM7.^W]C59W8_&N-49VEY3A3NRN4C&-[#MUK/UC3]:E:4_!UUYY^%O:^#AY_!?*/H[:USOM_8U M>=V+QOCG):5O>REJ.3Q+D^=IN484[DKE(QC>P[=:S]8T_6I6E/P]?><_AQVE M@XF=PCR;Z4VEQ+=:R] M8T^M*TIQ_6?R%^#';^OPMAU_Y9]![>N?]O\`#ZG/[+XQQCE-*WO92U'*X=RO M/TG+,&=V5RD8QOX5NM9^L:4]U*TI[OJ^W^IMW*]'2]H==[>6/2$LB.KYMQK/ ME8CGKZ5]/T/GKZ5]/T/;-;VOU;N97HZ?LK@&UECTA* M_'6\QX[G2L1N5E2W6]3%V-VMNDZPKZ>OIZ^E?3]#W[5=R]0;Z5Z&C[5ZVW,\ M:,)9$=5SGC&QECQNUE2W*]'#VEZMJ-RL*^VLO3U]*^GZ'R5*^VM:5]*TJ[=K=OJ=Q:G?U&T MUVUL6KGVKM[6YN-G6K=WVQG]J=S&NW80N>R5*^VM?7TK2KNNKW>FWEFYD:7; M:S<6+-S[-V_J\_%V%FU>]L9_:N7,2[>A"Y[)TK[:UI7TK2KDG(N1>]WSQ^B>$SLW)0S+/[\8F=+F^RQ M_LW+>7BSUW76NVU+.7;K'\-GW<:ONI*4*5@/=-=KS=!LK&?3`SHVZTK?U>TM698V79KZPOXUV=N5*QE6E8'_3O: M?*NC^U>N^X.$97X3EG6O,-!S+1W)2G&Q>S=#L;&?3`SHPK2M_6;.W9EC95FO MK"]C79VY4K&5:5@Y=1=G\HZ5[1Z_[;X7D_A>4]<\NT7,-).4ITL7LS1["QG4 MP;Z"Y*4XX]_.X]L\?84U^?"W6E;\?O2E;K?CK.2:K%VN/C9D+4[DE*W6]'6\ MCU>-M,?&S(6ISC8V&%')^SDVJU]UG(MSMRI24:TI9+=6=C\:[@ZUX%VKPW*_ M&<6[$XCH.9:&]*5NMZ.MY#K,;9X^/EPMSG&QGX<[3XIWAU3UQW%P7+_&\/[/X5QKG7';\I6ZWXZODVIQ=MC8N;"U.Y''V6#' M*^QE6:U]]C(MSMRI24:TIZ&]!=]>C@````````````````````````````"! ME^82R+][Y%M[;O7KUVWB=0=78^+"YGK*M:P4OS`-^_>^0S>6[UZ[=MXO4G6-C%AQ+ M#V63*S8C*M8V;4LG(N7*QCZ4K.Y*7Z95K6OU_,9Y&1?^2??VKU^]>MX?3?5. M/B6[MV=R&+CRP=KERL8\)RK&Q9EE95V[6,?2-;ER4O3UE6M>J?$G\IW(O!;G MT>NNR)8$?O5N8_VI1_;6OLPIU"[:I+)L6[=[J_Q/\`RA\A\'N>1Z\[&RMGR#QEY]N,6O)]5&YE9N7UENLJ MY#'GV%Q/!C]ZL\>EJ5/VSK[,*3SL>U&Y:I+(L6X7>L_%C\F6_P#"KG,>`=AY M.RW_`(V\[V^-7DFLC`_84.MNS M'Z^/WJW,:EJ4?VWKK$*7-AC6H7;5)9-BW;O3V^+\HXYS;CFBYAP_>ZKD_%>3 MZK!WG'N0Z/.Q]GI]UI]GCV\O7[/6;#$N7<;,PLS&NQG;N0E6,HU3N>,\FX[S M3CNDY=Q'=ZODO%^2ZO!W?'^0:3.Q]EJ-SJ-ECV\O`V6MS\2Y=QLO#R\:[&=N MY"58RC7UHG#\;Y)Q_F/']+RSB>ZUG(^,\CUF%NM#OM+FV-CJ=QJ=C8AE8.QU MV=BSN8^7B9>/9\,WVIY3Q/E.IP-]QSD>AS\; M::7>:7:8UO+UVTU>QQ+EW&S,+,QKL9V[D)5C*-7.N<Y=WWQSWLCO+B?/-[J>-Z3*Q.);[A,^(6<'C.MM:K$KB:;?< M#V^UQLC(Q;,97?;L:6:W:RG2W2LI>NH?S(^&;QR\TNXMUWISOL;N[BO.MYJN M.:7*Q.*;WA<^)6L'C6NMZO$KB:?>\%VVTQLB_C6HRN^W84LUN^Z=+=*REZZF MO+[X>_'GS'[=W/=W..PNZ>+\WW>KX]I\G%XMN^'3XI:PN.:^WK,6N+J-YPC: M[/'R+^-:I6Y[=A2S6[[ITMTK*7KIA\W/@]\9/.;NO>>0'8/9O?/$>?[_`%'& M='EX?#^0<&GPVS@<7UEK4X=NO M;FWY8WK7+Q\B77'E;SG0Y=(WYXEKFW7&@Y;CW)4I;KC8^1D:+D7";EF,I1G& M=Z-J?I2=)4M5]E8SU_Y+TMUQ MK&1D:/D/"[EFE:QG&=Z-N?I2=)4MU]E8SP,YE^7!Z[RK&1+K[R?YIH\FE+TL M6US+KW1\JL7)4I;KCV,B_I.0<.N6J2E&<9W8VY^E)TE2W7V5C/7+SK\K-UAE MX^3+K3RXYYQ_+I2_/#L\ZZSX]S#'N2I2U7&Q\G(T').#7+-)2C.-R]&U/TI. M,J6J^RL;FC#SM^*?R<\"K.-RGGF)H^>]2;/:0U.M[6X%=SN4K;LY5VY2L6C_P`Y?BR\E_!*SCT^"71_@_9Q^2\WQ=+SCJO8[*.KUW9_![F9DZ;&SK_NEA:[E.LS\7%V MO%MEFPC7[?W8W<*]?GQ(^4WQ]V,7EG8&)H>P>GMIM8:C6= MN=?7<_+T6)L7@Y-[$R;<;D:PN4A?QYV[L:3A*M*^E?K2OI5KRP=AG MZS)AF:W-R]?EVZ3C;RL')O8F3"-R-83I"_8G;NQI.$JTKZ5^M*^C6/K]EL=3 ME0SM5GYNLS;5)QMYFORK^%E6XW(5MW(PR,:Y;NPIE#.V&?M,F> M;L\[,V.9PR[E(1N96=DWLO)G&W&D(4G?OSN794A"-*4]:_2E/0V&RV.VRIYVUS\W9 MYMVD(W,S895_-RKD;<*6[<9Y&30?GYK\W MG>EVNCZHZ4U>VOZ/([-Y;AYFSO;S;8<;4MEKN#<3P;N)E\EO:K\1;IDW[^5K MM=&=96H94\BU=LPV@^`7Q-=_^>F!FTN1V/RG%R]C=W.TQ(VI;#`X7Q?"NXN7R*]K/Q%NF1?O9.!@ M1G65J.3._;N6H;8?CI^'?R,^0S79O/\`1[;0]1=':K<7]#D]I%ON"X5S)];/MNVL#=\6[%OV; M%*1N>MNN3#Q#\N?XUX6':ASWO?O'DNPI9K&_D\0L\"X1AW, MCUM>V[:P=SQCL&]9LTI&YZVZY$Y5]T?UZ>VOOD$\)_*[>*F!@V;?8_D3Y!\K MV<;%8Y&7PFSUQU_@WMN65X9H<#CFEIL,Z4+LO2GKZ-]'7'`]#U9UYP/K'BU,VG&. MN>&<7X'QRFRRJYVQIH>(:/!X_J*9^;*%N69FTU^OM_=NUC&MR?K+TIZ^B1MU M;UUQSI_K+KGJ7A],^/$NKN"<0ZZXM3:9E=ALZ<LO2GKZ.\.[.YN]@```````````````````````````/B4HPC M*4I4C&-*RE*5:4C&-*>M92K7TI2E*4^M7Q*481E*4J1C&E92E*M*1C&E/6LI M5KZ4I2E*?6KXE*,8UE*M(QC2LI2E6E(QC2GK6M:U^E*4H^)2C",ISE&,(QK* M4I5I&,8QIZRE*5?2E(TI3ZU:K/*7YE?!7Q:N[+1;'LS^=SL'7_>LW.`]+6L/ MFF9BYMN-R-<7=\HCG87!M'=L94*6\FQ>V5=A8K6M?PTJQK1JX\H/F(\'?&"[ ML='L>R?YV>?X'WK5S@G35O$YGF8V9;CM:_AI5C6C63Y+_+GX4^-%W8:38=B_SJ\[P/NVI\'Z?MXG,,O&S+<;D:XVXY M+'-Q.%Z6[8R8TMY%B[L:YUGUK7\-*L:T:E_*_P":[P'\4+NST&S[0_GB[%UW MWK-SK[I"UA]M*["QZUK^%G6-8H]_ MD+^8^\J.>7,[5^/G7W`NA-'<^Y;Q-]M;,.U.PK?MK*%G+MY>_P`'`X)B?=MU MI.6/=T.;]N?I&EZ<:5K+0!Y`_F*_*+G5S.UG0'`>"=$:.Y]RWB;W:V8=H\_M M^VLH6LJWE[[!P>#8OW;=:3ECW-%F_;GZ1I>G&E:RT-]]?F#O)GF\\W6]#\$X M/T=I;GW(8N[VEJ'9O/+?ME*-K*MY6]PL'A.+]V%:3E8N:3,^W/Z4O3I2M91S M_(W\S%Y9=@7,_5>.G777WCYH;GW;>'R#;V8=L]C6_;*4+.9:S.0X&OX!B?=M MUI.6-=X_G?;GZ1I?G&E:SUN6>S_DX\[-OE8>IY=Y8^0/WLJ=,W4<2R^?;/@^ MIO7JVY799.DXQ3%X%Q>Q7WV_?*5G%M4I6%*UI3VT:YK79OR7>NUMUNRR-+QFF+P3C%BOOA2B]5PO#R M8UE:R.:=G=;:^[2,8WZUK?U.JY/NM]ARK M?))RZU8RLZ>S8-VD8QO5];^KUG M)-ON\2M;EFD*1NXL)5K.,O3V>LJ>[\(^`_Y0>9VA-3PC"R8UE:R.;]I M]9:Z]2,8Y%:UR-1J>5;O?X4JW+%(4C>Q+Z[#X$ODSXO"UN> M/\#X3N=KAW*WL2SQ;N'A^MW%F[;A*<+N-F;[9\:P[-RLJ>V,J9,:TE*GKZ4] M:T[GG_!'\E/&(6MQH."\+W&TQ+E;N+9XOV]Q'7;>U=MPE.%W&R][LN-XEFY6 M5/;&5,F-:2E3U]*>M:=PSO@\^1GC<+6WT7!^';;9XERMW%L\9[9XGK]M:NVX M2G"[C9>\V/'<2SP['$^Y^&:S M/[RU"WZ^LX2I]'V<=\R_EM^-/D>HT_;3Z;2=R3[?AQ&63'%Q.#>2VLW78/7/(K.-ZW+NMXASO,SLG)L0Q[4)5] MO'=]:MV_7UG"5/HE$_';\LW0_GUA4XGC6)]5=^:S77,W==2<@V>/FTW.+BVZ MW,W===;_`.UA1Y=J<:U'[F19ECXVQPJ4E6YCUL1CDW).7Q[?*UT7YY85.*X] MB?5O?&MU]S-W/4^_V5C-IN,7%A6YF;GKS?\`VL*/+-5C6H^_(LRL8VQPJ4E6 MY8K8C')N24O`3Y1^D?.7#IQ?'LSZR[RUV!5:O'M1]^19K8Q]AATI*MRQ6Q&.1,'N@Z.TVP_#W==RCE M=^%V,)3M?B.2W=#ASCZP^_C95^/K6-)PEH0_,(>1O\UOB)H>DM/L/PW)_(OF M-C69V/;E[+_\W/7]W7\GY5?A=C"4[7XCDEW18!7,#DO*+T+L82G:^_P`BNZ/$ ME'UA]['R;\?6L:3C6._^9$\F_P":3PQX_P!#Z78_AN5^3/-5\NR(7HPG.S^)Y/=X_A3AZV_OXN7D0]91I.$H-Z$(&X`W'_``7> M-E/(#SVX+R';X%,OAOC]KUOV*7,6[OM#D8NMZ[PHWIPG9M9]KG&SP]G M;C6E97+.KO>WTK'W1W`_!]XXQ[[\[>#\@V^#3+X=T%KLON;>5OV*7,:[O='D M8NMZ^PHWIPG9M9]KFVSQ-E;C6E93LZR][?2L?=';;\*OCS'O7SAX5OMK@TRN M(]$Z[+[AW=;UBES&N;S27\;7RQ-C;C6E93LZV][?2L?=' M=/\``CXQQ\B/D%X%R/ES%N\@T&3B:SK?!C>G"=FUL M+7.]KA[2U&5*RN6-5?\`;Z5C[HV`*>^G5K$$```````````````````````` M`8]^6'?.I\8?&[N?OO<1L7K/67`]SO\`6X6364;&VY-.W'6\/T5R490E"._Y M9GX6%[J5I[:W_5C_`.57>NJ\9O'/N3O?;QL7;76O!=QOM=AY-91L;7DL[4== MQ#1W)1E"4*;[E6=A87K2M/2M_P!7@WE#W?J_&[QZ[>[QVT;%VUUSPC;[S7X> M16L;&TY'.W'7\3TER490E".\Y1FX>'ZTK3TK?]6.7EWY`:CQ7\9>[?(/=1L7 MK/5W`-WR#68.564;&WY3.U'6<,T%R<90E"/(>7;#!P?=2M/;7(]589O^0[OE M/(-UROD.SR]MR/D>YV/(=YN;GY$[LY?3UG M*M59OON0;KD^_P!SRKD&SR]MR+D.XV/(-WN,NY6>=LMUMLV]L=EL\J]3VUGE MYF=D3NSE]/6;L=SM646;&/NHQC6M(V-G;]?2OK&EBW\ M:WDU_I9^&?37:VQV7[2YK8T5.#=FW+D_?F?SA<)]FDWV=G^GZL,CDUJS8W,8 MTK6D;&RM^OI7UI2PA^.7R2_TJ?#[I_M'8;']H\RL:.G"NR;ER?OR_P!_^%^S M2[S-SJ4_5AD0;#84IZPMY/*K-C'WD8QK6D;&TM^OI7UC3/5G:S@ M;!````````````````````````````$+K\R]V'+<>3O0G6%N_.[C<$Z2S.6W M+=*6_LXVS[%YIN-?E6O=2OW?Q$]=U]AW)TK3VTA.W6-:UK*E(:WYDKL&6W\F M.B.LK=Z=W&X-TME\KN6Z4A]K'V?8?,]O@95KW4K]VN1+7<`PYSI6GMI"6Z\I_'SJNW?G=QN`=&9G,+ENE+?V<;:=D M\XW.NRK5)4K]ZN3/6]=85R=*T]E(3MUC6M:RI2-HCD(\R,@``#]F!L=AJLF& M;J\[,UN9;I.-O+P,J_AY-N-R%;=RD+^/.W=A2<)5C7TK]:5]*OV8.PS]7DPS M=9G9FNS+=)QMY>#DWL3)MQN1K"Y2%_'G;NQI.$JTKZ5^M*^E7Z\'89^LR89F MMSX_CA^_7-_P#MCRK^Z';_`,X_CA^_7-_\`MCRK^Z';_P`<_P#;3EG]T>X_CA^_7-_^V/*O[H=O_'#]]^:? M]K^4?\O[;^-G\X//?^V_+_[I=S_'3]_><_\`;3EG]T>X_CA^_7-_^V/*O[H= MO_'#]]^:?]K^4?\`+^V_C9_.#SW_`+;\O_NEW/\`'3]_><_]M.6?W1[C^.'[ M]J>Y>F/!OHKA' M?FZWFV[.MZ/:<@W.+R39;+;;KB^OY5O]IR'CO#-EF[;(R,S\=Q?C^QQL2_8] M:6\*_;GC6Z5MV8RE8@?&1U9W#TYX1]'<)[XW.[VW9EO2;3?;C%Y%L=EMMUQC M`Y3OMGR#CW#MCF[:_D9GX[C&@V.-B7['K2WAWK<\:WZV[492L!_C9ZP[]V^-R'8[':[CC6#R;>[+?Z#B.PS-I?OY?XWC6BV&/B MWK'K2WAWH3Q[?K;M1E*RK^*GJ3NOI+P-Z"X)Y";O?;CM.WH=MR'=XG)MGM-Q MO.*Z[EG(=KR3C?"=GG;C(R,W\?Q3CNRQ<._C^M+6%?MSQK5*V[,9RS^9ZLZ& MPT`````````````````````````````````````````````````````````` M`````````````````````````````````````````````````````````!"- M_,9>25>R?*SAGCWIL[[W'?'CAMO(WMBU.5(2[([-Q]9R':QN^R=;&5#6\+Q- M'"U6M/?CW[^5#Z>Z5$*O\P_Y&U[&\IN'=`:?.^[Q[Q]X=;R-W8M3G2$NQ>R\ M?6\AVD;OLG6QE0UW#<720M5K2L[%Z_E0^GNE1#7_`#`?D-7L/R=XAT-J,W[N M@Z#XC"_NK-N4J0EV%V/8UN_V<;OLG6QDPU_$,72PM5K3WV+U[*A]/65$%?\`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`9_B)R75^-GD1R#-S_%[E>SK8XQO\V_FTW.9DS MN[;#A[J8&1.6?CQI*69;RIQN'F8FPQ,7/P,K'SL'.Q[&9A9N'?M9.)F8F3:C M>QLK%R;,IV+GXN-G8.3CYF% MF8]G+P\S$O6\C%R\7(MQO8^3C9%F4[5_'OVITE"<:UC*-:5I6M*IXN'F8>QP M\78:_*QL[`SL:QF8.=AW[65AYF'E6HW\;*QNWF';O4K&&UX]M*6,_#NT])V,O&MW(5I*-*T\G[VZ?XMW_T MWV9TMS3%L97&^R^&[SB>PK?Q[65+`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`````````````````` M```````````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`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`NC1Z^,+&-A\^TF)B7[N[UV%[ON8NCYCJ,S&V>+#TK;QYY%W$ MC.Y+%G.L1/YV/)&7?7GKS?BVJV%'G!S+C M.LSZY7$NAM=B]1Z>U"5:8_[P:J[>V/8&56U[I1CG6N7Y^1KKL_TSM:RUZ^GI M2B')\^ODU+R"^03G7$]3L:YG"O'+68G2FBM6YUIC?O+I[U[9]EYDK/NE&&PM MVE&FAIV:BFD\`3C?R[?C=_-7X@/R;R*YC=V&#=O6_MW:==]?7-AQOBUOV3];D?Q7(LC>9= M)_JQO8^18E2E:4I*4T'X"?'K^;'Q0W_=&WP9X_)/(/EUS885V[#[=RG7W`KF M?QWC%O[<_6Y'\5R#(W>72?ZL;V/D6*TI6E*2E/%_+<^,O\TOAIR3OG=:^>-R MKR7YK=V6!>O6_M7:=:=<7-EQ?B5K[<_6['\7R7)W^9&?ZL;^-DX\J1K2,9RD M!M^3>ND1@````````````````````````",'^92\D_W=ZMZ9\5M'L8PV?8V] MR.UN>8MB[;^_#AW#97M1Q'`SK$O=<_9_(>6YF3E6Y4I3^'T'I[O3W4K&8_,? M>1_[O=8].>+FCV%(;+L3>7^T^=XUB[;^_#B'#Y7M3Q+!S;,O=.N!R#EF9DY5 MN5*4_A]#Z>[T]U*QN?S$'D/^P.M.HO&32Y](;+L'=W^SN;XUF[;^_#B7$97= M5Q3!S;,O=/\``[_E67D9-N5*4_AM%Z>OIZTK%<_,[^3O[M]4=)^)FAV5+>T[ M+W^1VWV!BX]ZU^(APOA4KVGX=K\^Q+W7*Z_D?,,W*R[]/=Z>Z-8= M:(,B6H723I^6R\G/W8[7[;\3]_L/MZGL_34[1Z_QK\_2U'G/#,:U@%SM9=SUA6GV>/U_6C7TI.2_\`EQO)?]V>U.V/%;?;#[>J[-T].SN` MX]Z7I:CS?AV-:P>5Z_#C2Y2LLWD'#9VLN?K"M/LZ"OZT:^E)R/\`\O)Y'_NW MVAVGXO;S/^WJ^R=13LK@F/>EZ6H\TXCCV\'E.OPX4N4K7-W_``^=K*GZPK3[ M.AK^M&OI205<>[2[KN%2X)U]KZTC2,H2XSP'CD-Y:G6E:^ZM MOE65L*4K_P#0]*?V%?K\UG/X\^^2#OZN/=I=UW#)<&X!KZ^VD90EQK@?'8;N MU.M/[:MOE&5GTI7_`.AZ(%?S+<\CSOY$>]ZV+E+NOX?+A/`\"OMI&4)<^15<:[&]K>#RX#UUKJTC2,H2 MXOU[QF&]M7*TK7WRM\LR]A2E?_H>VG]AJST.@WO*=UJ^-\8TNVY'R+>9V/K- M+H=#KLS;[K<;+,N1LXFOU>KU]G(SMAG95Z5(6[5JW.Y.5:4C2M6K[1:'>XWI]IR#?[G-Q];I]'I-?E[7<;;8Y=R-G%P-;K, M"SD9N=FY-V5(V[5J$YSE6E*4K5J>X_Q[?\LW>JXSQ;1[CDO)-]GXVKT?'^/Z MW-W.[W.SS+L;.'KM5JM=9R<_8Y^7>G2%NS9MSN7)5I2-*U;X?&K\O'Y@]PZ[ M6\D[DY!Q#QKX[L86+\=9R.S?YOV5;Q+]:2ADW>$Z'-P-/@3^Q^M7&SMWA9MN M=:0NV;1]P[_B/CAQ[8PLWHZSD5F_S7LBWBWJTE'( MN\+T6;@:C`G]C]:N-G;O#S+[V[N?';X$?+'MG7Z[D/;F^XIX\:# M80LWHZWD%F_S/L2WBWJTE'(N\.T>9@ZG!G]C]:N/F[G#S+[V[__ M`!@_+A>9O<^LU?)NZN1<-\8N-[*%B_'5)?K24,F]P;C^=K]-KY MUQ_UJXV?O<'.MSK2%VQ;E[O;MKZ[_+6^(FAM6+W9';_>W86QM5MUNVM/F\-X M'Q[)I3ZW(W=;;XQR;>0I.M/2GV]K"L:5K]:U]*TVO]>_EP?$K16K%[L7MSO+ ML#86I6ZW;6HS>'<%X_DTI];D;NMM\9Y)O(1G6GI3[>UA6,:U^M:^E:;3.`_E MW_%/26[%WL+M?NSGN?:K;K=M:G,XCPC0Y-*?6Y&YKK?&^1;J$9UIZ4]FSC6- M*U^M:^E:;@NM_P`L3X<D:>D:5]:UR\GG]N$/Q.\[:[6Q[WNA6=97?;QKF/'L?[EVDJ4E3[?L](T]L:5] M?7+3CWP`?%II/C8_HL\5_NM[-_OW> MB_U1GQS_`-&'B_\`=7V1_?H]1_J4OB[_`*)'$/[L.T_[_';(_$]\Z<]M*JJTC2D:> M[!VLY>E*>E/=*6UK*5?]VM:UK5VB/Q=_'[&-(T\5NK_2-*4I[L+:REZ4IZ4] M92VM92K_`+]:UK5VZ/Q#_&I&,8T\.^HJTC&D:5E@;B(=3VJ:[-OY/'+%FS9KRSLB]BWMO[96. M(Z_,MV\.LHW(RV^9A^^WV5CB>!F6[>)64;D9;;,Q/?;N68WZ4U:_+% MU'\?GAAX[Y%OAWC1U/8[R[:KG\4ZNM4P,V]D:"S:LV?WI["NXMW;4C*SQ7!R M[<,6LHW(RVN7B>^WZ:['AO4-FFN MSK^3QJQ9L6*\O[,O8E_<^V5CAVNS;=O#K*-V$MSFX?OM7+$;](PXT/U$F0L@ M!O\`O@9\`*>1O>-SR5[*TLLCIKQ^W6!E<>QJ MX)9E9VV=&M?;+*G@691N6;U^,=]OP5>!%/(GNV?DAV/IJY'3W06ZP,KC^+FV M95P>;=P8_P!C::+74C6E(96KX-9E:VN=&M?;+)G@V91N6KM^,=Z?PA>"M/(' MNB?D3V'IZY'4?1.XP%/);OBYY/=G:.63TIX[;S79?',7.LRK@<[[JQ_P`/ MM>/ZRD94I;R]3P&Q*SM\^-:^V65SG9A*4*7+_X/"G] MN'K2LY^D:?6KIO8G.^/]7<`YOV5RS)EA\7Z_XER+FG(YV4 M[4)2A2Y?IB8<_9#UI[Y^E*?6KHO9_8G&>H>MNP.UN9Y4L'B/6O"^3\\Y/EPI M&5RQH>)Z7-WNUG9A*4*7VGK\.LHP]F!K8Y-,?'A2,8V[%J$8TI2E*4K' MNY.T>1=W=L]D]P;\FYQN(0G*Y8Q%(QC;L6X1I2E*4I2M?[?[-Y#W1VIV+VWRN=)>NPZRC#V:_61RJ8^-"D8QMV+4(QC2E*4IYF\U> M):O4]8TE65-H/P]^2M/&CSKZIVFTSZX7">U;]WI;G/NG*- MBFNYYDX>/QS/R)?6U8L:;GF)JE&OLQ+5ZGK&DJRILP^(_P`C:>.'F_U; ML]GG5P^&=H7[O3G-O=.L;%-?SG(P\?CN=D2KZVK-C4Z;')G[<'*NRMV]%> MG[+LOP$Z2P9)GPQ_+1_-#E\>\2/)?DMJUU-GY%-=U)V;O\Z]2G6FRR[D8XG" M.29V16Y:M]?;#)G[<'*N2MPT=Z7LNR_`SI+!D6_#Q\JO\TV5Q_Q2\C^1VK75 M>=D4U_5/9.^SKU*=<;#*N4CB\,Y%FWZW+5O@6?D3]N%E7)6X:6]+V7)?@9TE MA2AO@Z^8O^9C,XUX;^4W*;-KIW89--;TYVIR+87J4ZMV>9=C'#X'RC/R:W;5 MKKC99-SVX&7=E:MZ"_/[=V7[/G26!,OC*,XQE&5)1E2DHRC6E8RC6GK24:T] M:5I6E?I5,3C*,XQE&5)1E2DHRC6E8RC6GK24:T]:5I6E?I5+JC*,HTE&M)1E M2DHRC6E8RC6GK2M*T^E:5HFPQE&<8SA*,H2C2491K2491E3UC*,J>M*QK2OT MJ^7R^7R````````````````K(_/?01XQYP^8&CMV88^-A^3/>$L"Q"]NRG=G..NR;5)>^4I>[U]:UKZU5IOG?HH\:\VO+K2V[,,?'P_ M)3NR6#8A>N7Z6M;E]CNRG=G..OR+5)>Z4I>[U]:UKZU5QGG'HX\; M\SO+#36[,,?'Q/(SN>6%8A=G?I:UV5V%R#,UMNMV[*=VOK M6M?6JK7^0?C\>+>=_F9HK=B&-C87E'WO+`QX7KF1&SJ\SLWDN=JK=;UV=R[. M<=;DVJ2]\I3I+UI*M:^M6,W&=;8W7)./Z?*G>MXVVWFIUN1/'E"-^%C.S\?% MO3LRN6[MN-Z-N[6L:RC*E*^GK2M/HQKXWK;&XY%H-1E3NV\;:[K5:W(G8E"- M^%C.SK&+=G9EN MR)V)0C?A8SGK2M/HM=5J,L_UN M6````````````````````````````\N[D[JZJ\?>OMYVGW-SG0=>\#X]9^YL M=_R#+ICV9WY0N3QM9K,6W&[G[K>;"MJ4,7`P[5_,RKGZEJW.7T>8]P=S]6]` M\`W?:'PK:E#%P<.U? MS,JY^I:MSE]'FO;?/K==B MPC4]U=X]2^.G76^[8[MYYQ_KGK_`(Y9 M^YLN0\BS*8]F>1*W04M[U5XJ2WO2'3-Z5[7;'F\LX7:TV&#>G3KKC^;2M/3%U M]Z>RO6X_PV9"W>NX<8>7R#_.MVSW[+>=6^+4MYTIT[>E>U^PYM&_^![ MLX7:TV&#>G3KW09E*T],;`NSV5ZW'^&S(6[UW#C$;\^?F][4[WEN^L?&*6[Z M9ZBO5O:_/YG&_P#@NU^=X?K.%VM,_"O3IP#0YE*T_P"+8-V>QNVX_P`-EQMW M;F)&%+\D'Y@7N+R)EO\`J7Q*EO\`HGI._*_K=ESN.13`[E[%P?UX7JTV.!>G M3K;CN;2M/3%UUZ>TO6X_PV;"U>NX48],I2E*LI5K*4JUE*4JUK*4JU]:UK6O MUK6M4?N4I2E64JUE*5:RE*5:UE*5:^M:UK7ZUK6K0M*4I2K*5:RE*M92E*M: MRE*M?6M:UK]:UK5'(E*4Y2E*592E6LI2E6M92E6OK64JU]:UK6M?K5(A^+OX M/.6>2%KCW>_E9B[O@'0V7;PMUQ/@-FY?U'.^W=?>A;R\/.R;\?MYO#>`;*Q. M,HY4?9L]C8E6N)3'MSM9M9!_QC?"7RKR+M<>[S\IL7=<#Z*R[>%N>*\#LW+^ MIYSVUK[T;>5B9N3?A]O,X=P+8V91K'*C6&SV%B5:XM,>W.UFUWY_&M\,7*/( M2UH.[?)W&W'!ND,JWA[CB_!K-R_JN;=JX%Z-O*Q,S(O1^WE\1X+L+,XRCDQK M'8["S6M<7[%N=K,K)#^*?X(.7^3-GCG?WEMB;SKWQ_S+>#N^(=>V;N1IN?\` M<6NO1M9>'G95^'V\WA77FSL3C*.7&L-ILK$JUQ*8UJ=G.K,XZYZVX#U#PO0] M==8+\8UN-JM1KL>DI7+E;>-C0A2[E9=^<&ZIX?H^`=;<3T7".%\;PXX M.DXUQO78^LU6!8I*5RY6WCX\(4N9.5?G*[?OW*SO9%Z`<#XKA1U^@XKQ;5XVHT^MQZ2E3V*0V7#^3VHQC.7XCC/*<+#SX4I25)2Q_;6DHUK&O@'E-T#QK MRB\?.U^AN56\?]G]B\1V&HP,[)MUN1T7)K%(;'B/)K48QG+\1QKE&%B9T*4I M7W2L>VM)1K6-?!_)WHCCGDST%VGT9RBWC_@.P>)Y^IP)G0I2E?=*Q[:TK&M:5QT\MO'7BWEEXW]P>/7+[6-^S>S.& M[+3:_/R;=;E./\IQZ0V?#.568QA.7XGBW+,'#S[=*1E24L?VUI*,JQK#N^%' MRES/#S/^02QS2%W!P>"^-VW[:SN/;&48V9]B=1XY*/W*4L;/D').TK6L_5G"-RY*%)R](0K&)C\.ODQE>)F=YW6>8 M0NX>%PKQZVG:69H=A*D;4^?=5D(UC"^^#?ROS/##8?(G8YQ"]@8'`O&7<=OYW'-E*-+,^R.G.;:WK_CG&*Q^ MY2./M>1\G[:LZK]2<(W;DH4G+TMPK'0UR'?[CE>_WG*.1;"_MN0WV6^WFTR?;7)V6XV^9>V&SS\BL(PA6_F9N1.Y/TI2GNE7TI1I#WV\VW M)]YN>2[_`#KVTWO(=ML=YNMGD^VN1L=MMLR]G[+.OUA&$/O9>9D3N3]*4I[I M5]*41_.1\AW7+N0[WE?)-CD;?D7)]SM.0[_;9585RMINMUG7]EM-CDUMQA"N M1FYV3'X\QN9<:X1QZQ/W4M2W'*-QAZ77RORC25;>-;R3]A\OXYPK069^ZEJ6WY-M\338%;\HTK6WC6\G,C*[.O MTA;I65?I2KO_`%1UMR;N3L_KOJ3AF-'+Y;V;S?B_`N-V)^ZEJ>ZY9NL+1ZZ6 M1.-)5M8MO*SHRNSK]+=N,I5]*4K5:(]1]9\:Z7ZMZZZCX;C_`(;BO6?"N,\& MT-N481O3UG&-1B:C&RIN'X_P"&XOUMPSC?"-#;E&$;LM;QG48FHQLC*K"G\+G9<,7[M^Y7UE=O M3E.5:RE6M;*3JOKGCO4'6G`.J^)6/P_&>NN'<=X7H[=8QC=EKN-ZK%U6-D9- M8?2[FY<,7[M^Y7UE=O3E.5:RE6M;6+I[J[C'2/5'6W3O"L?\+Q/J_@_%^!\? MMRC"-Z>KXMIL/38N3EUA3TNY^9;Q/O9%VOK.[?G._E/\`):OE5YR]X=BZ_84V'#-#R"?6/7%RS?CD M8$N#]=SN\?P=EJ[L93]<#E6VL9N[C]?[;9R^D:>D:5T7RB>2-?*3S=[L["P- MA38<.T._GUGUUD:5 M[GR9^15?)OS1[FY_@9\<_B&CWT^M^OKEF]'(P9<,X#.[HL+8ZV[&4_7!Y/M+ M.9N8_7^VV,OI2GZM*S3Y9/*"OEIYY][]DZ[8TV/">/\`(I]6=9W+-^.3KY<$ MZWG>X[@;/578RGZZ_ENWL9N]C]?[;:2^D:>D::\VOQ@4UQ/<_&7O#>^-?D#U M!WOQRM^6QZOYYH.4W.7\K7WJ>^'NLY, MJ>ZGKZO;_&KNW>>.'?O4?>?':WY;'K+G6BY/=P\>Y6U/;Z;%RXVN1\?N3C=L M5_"\CX[?RL"]3WP]UG)E3W4]?5[3XY=S[OQW[VZH[MX_6]/8=;=\3XQS?BNPL[;C',N/:7E7'-KCU];&ST/(=;C;?3["Q6 MOUK9S=?F6[D?_P!F5%FCQ+E.BYSQ7C/-N+Y]K:\9YAQ_3:\;T?+>, M[;'KZX^TX_R/68NXTVQL5K^FSFZ[,MW8_P#[,J.PNP.?=D`````````````` M````````````!6%>1.ZY#Y$^8G=>\XGK,[E'(^Y/(CG^1Q#1Z3%OYN?N,SFG M86TAQ?1Z;"A]W*R;V13.Q\;&M?K7)?JQ]:U^JLU\A=UR#R$\O>Z-WQ369O)N M1=P^0G/LCB6CTN+?S<_<9G,NP-I'C.DT^'#[F5DWK],['QL:W^M"G`- M/S+F.ITW+O*7DNIKSL0_$\#Z\O7;=(:_4X-FOVK3_(]36YS/G5R-O8V.%V]G M8A^)X)U]>N6Z0P-5@VJ_9S,^W&.5M;U;DI3IC5LX]J9E\:7QE]?>%'!=3R[E MNKU'*O)?D6KK<;>PL\-M[*Q#\3PC@5ZY"D<#5X5JOVU.T^*+XF>M/`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`T>MI267O\`E6[G8A.[8T'%='CY&PS; MD8RG'&QY^R,IUC&5E?XS>//`/%7HSKOH7K3$E8XOU]HK.MCFWX0AL>0[G(N7 M,[D7*MQ6%90GN.3;S)OYN12/I:MSO?;M4A:A"$;(?QK\?N!>+?2'7O1/6^+* MQQC@.CM:Z.;>A".PY!N,BY^W:I&U"$ M(V)7CGT+P7QCZ6X#T?UUBUL<:X)I+6OCF7H1CG[[;WYSS=_R?;5A649;;D>Z MR;^9?I'^#MSO?;MTC:A"$;/GQ=\<>O/$OH7K;Q^ZPPY6.*==:"SK(YU^$(;' MD>[R+ES/Y)RWE]1GTL(^NZ=U.=2QRGR%Y M5C:2_8MSA#(AU_PJ]@\EY;EVY4G]Z-,CWN MN4I#V7<;/OQK*G]K*#&A!(6"!2`/[MW+EJY"[:G.W=MSC-=B4^Y;ED6>Q>&7)\9Y=>RK-NW/]?\'G69?H ME2M;(OX\_)*WY8>'W2G15ORG\2.F>W[^7#*Y-L>,VN/<^C]RW* M_:Y_Q&Y/CO*KN3:A*5<7]K['7UV-B$OUOPF99E^B5*K/[XV?*&UY@^%?1/=V M3FPS.6;3B=GC'9$?N6Y9%GLGA-V?%^8WLJS;G.N)^V]GK:[3'MS_`%_P6?8E M^B5*US99I,QVH_\`-EQE!5^<'_6,=M_R7ZH_S;\;5X'Y@G_6B=T_ MR0Z:_P`UG%FF]I]:D6E8``$LKX3/EX]W[I^%_E)RBY/.5R4 M]5Q?Q_[,W-SW>[W>S7ZGJGEVSN3]WN]WVK''\R[2OKZTP;MRGIB4K*.^''Y6 M/=^ZWB!Y+6;*Y/W>[W?:L:#+NTKZ^M,* MY.GIB4K+W^#'YC_?^Z'A%Y7IXIXY]I[RY[O=[O9KM/U!S/:W;GN]_ MN^SC\E_#RKS\.[ZPE*GI?Q,F$Z4 M_32DO2M*5]:*PWY2<+*U_P`BWF=8S+,K%VYY"=BYL(2K"598NRWE_8X-[UA* M5/;D865;N4I^FE)>E:4KZT8A\"_Z\\+_`)6<<_YXPV)/!?\`KOP[^57'O^=\ M-BGPC_KIQ#^5&@_YVQ&''7W_`%]X1_*_C7_/.$M9%ILL\%MR```````````` M``````````````#7[Y[?(YT+X"<%IN.P=C3E'9>]P[UWK_IW09V/'EG*;L93 MLPV6PE*.1#BW$;&1"L;^TRK=85K"=O'MY-^/V:X#>=WR)=$^!G!Z;?G^PIR; MLG>8=Z[P+J#0YN/3E?)[L:SLPV.PE*-^/&.)6/;R+\?L MUP3\X?D$Z/\`!GA5-KSS/IR3L7=X=Z[P7J71YEBG*.2W(RG:AL,^58WX\:XK M9R(5C>V63;K"M83ACPR+]/LUUW?(+\EOC[\>G`:;GL;91Y5VAO\`"OWNN^E^ M/9V-'E_*[L93LPV6QE*.1#BG#K&3"L;^UR[=85K"=O&MY.1'[%8&WF9YT>0' MG-V-'P#K_`%V16-)XO'=+=R+])['*A;A^,V63 M*]L,VL(TN7?M6[-JU!6\Q?.#OOS?[$NJU]W)APKKK27,K#X'P'79 M%8^_%X_IKM^]2>PRH6X?B]CDRO9^96$:7+OVK=FW;A#^7?FIWKYI]@3YMV_R M2OM--H-/RH<%ZST5S+PNO>N];DUC2>)QS27< MB_2YLLN%N'XS9Y4K^QS:PA2Y=^U:LVK6'3$%B6PN2S/AX^%S#NX?$?+/S!XS M*_=ORUW)^G.C]WCPKBQQ:PCF:CG79^LR+5OEUQJM^[?KK^3=0=)[O'A7%CBUA',U/..S-;D6Y5R+F M165O(UNEN>D(0I&[G1G6=,:W*0^)CX?\2YB<4\I/+#CE;]V_77\DZEZ9W./" MN-'&K".7JN:]D:Z_;E7(N9%96\C7::YZ0A"D;N;&=9TQK+2R+N1+6\JZ6Z(WN-"N)'$K".;I^>]J:O)M2KDW,FLK63J]%=]L(0C&] MGQG6=,6W+#C&,(QC&-(QC2D8QC2E(QC2GI2,:4]*4I2E/I1*KC&,(QC&-(QC M2D8QC2E(QC2GI2,:4]*4I2E/I1*'C&,8TC&E(QC2D8QC2E(QC2GI2E*4^E*4 MHEWQC&$8PA&,81C2,8QI2,8QC3TC&,:>E*1I2GTH^7R^7R````````K/O/;$ MR>`^;OFKQ7CFSS];H]IW_P!O:W8Z[`RLK"P]CQ_)[2R.887'MGCVLBL-GJM9 MN-?@W[=J_P#OO.OSBXEQK:;#6:+;>0_9.W[IV^!'*XQXW<.R-[CW;UF5[&_G"Y]9V7%>'V+L94^Q] MS'TL-WGV92]96LG!M3C3W4I*.^7\OKXZ4[6\PMMW-M\".5QGQSXA?WF/Z=H^7&U M[AVV#3)XWX]<2O[K'N7;-;N-^_O.;.QXSQ.SZE)1D*_EP?&:G;WFKN.\-SKXY?%?&7A>1OL:[>LRO8O\`./V%9V?$^&6+ ML94^Q6YCZ.&]S[,I>LK63@6IPI[HTG&F```````````````````` M`````,!/D]\E/]%/PA[T[1U^?^`YCF<8N<`ZYG;O_8S:<\[`E^[.FV.NE6-: M7,OB]C.R-U6%?3W6=;.GZ6!OR9>1_P#HL^%'>'9V!G_@.7YG&;G`NNYV[_V, MVG.N?2_=K3;#72K&5+F7QBQFW]S6%?3W6=;.C!KY(O(?_1B\-.ZNRL'._`\M MR^-W."]?SMWOL9E.;\[K^[FHS]?+TK2>7QJSF7]Q6%?3W6M=-KU^5#R=_P!$ MGP3[\[5UVP_9_-,WBUSKSK6=J_\`A\ZG/^Q)?NMI-EK)5C*ES,XICY^1NZPK MZ>ZSK+E/TJVI7(J\Q60@``GA?`!Y-_SW^$UCJO=[+\9S;QHY#_BM]UQL+U*0A"UB8^/\`C]+C0IZUI9TE*U]: MU]:SI2$(6L7 M'Q_Q^FQH4]:TM:6E:_6OK6?[^7@\I?Y]O!G'ZFWNS_&\Y\7^1W.O,JW?O?=S MKO76_P#Q?(>L=C>I2$(6Q.=5O^L*?9IQ'B&X MW];OKJ^PN<5O^L:? M9IQ/B6WWU;OK.[8A3[?X#U^MR%/I]94_2\P[NYK3K7I?MWL:MW[%.`=8<^YK M6]ZQI]FG%>*;;>UN^L[MB%/M_@/7ZSA3Z?65/TO(^_\`GU.JNA^[.T:WOP]. MM^H^R.?5O^L*?8IP_ANYY#6]ZW+V/"GVZ:[W>M;D*?3ZRI^FD0#\N9XIZOL[ MO_L'R9Y;K[>;I_'W5:[3\%Q\JU&YCWNR^?8VVQZ[JW&<;EJ] M-M<>NYMQG&Y:O7.)<5P.NIUNFX#CY=F-S&O]H=@XNWQJ[NW& MY&Y9O7.'<0U^7Z1E&DK67ML3(MRI.Q2M)JJ9PF&IQ(```````````")S^89^ M0"L:8G@AU;NO25?V1ROR&V>NR9TG2-86-OPSJ^[.U>]8TQ/!CK#<^DJ_LCE7D#LM=DRI*D:PL;?AO65V=JY2-8 M7(SL;K9VY1K6OIKX4EZ?B+=8NOSV>==8TQ?"3K3<>DJ_LKD_?>QU^3*DJ1K& MQM>(=;79VKE(UAJKL[-RD:PN1G8WNUMRC6M?370C+T_$VZQ-44U%Q1" M`!-\^!+X^_\`1_Z:EY3]G:.&/V_WQH\:?#,+/Q_38<&Z?7;5G8Y%*5E6.OAA0 MK[+E!=+94[&QU,? M;=A2>'N.R+UFQM,FE*RK'6V\"W7[=VN3;2%$@)OG2-`````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````!`#^=3R4KW]YY\_-[F/'-7G5RN(=#Z[&ZCTENWO;'GV;]N$[ENF93EN??U\Y^OK.SK;/K2GIZ4KQ/GQ\G:^0WR`\YXMI]C M7,X1XZ:S%Z5T%NWM*> MWTIZE\`_A[P?R6\C^R><]M\'TW/>L.FNN;MB[H.3:S%V_&]ASKLFYE\?X]9V MFLSX7/Y_-NP[F5HM M#:V6NSH7<3.AB\;P=WD6J5A*MC+M6+T:PN0MR>K_`)>CPQX)Y/\`DQV=SWN# M@>D[!ZKZ4ZUNV+W'N4ZO$W/&=CS[LZYF<=XY9VNKV$+V%L(8G%=?O\FU25N5 M'9ER.WX1MLBM86Z5O[?B&QPLF?MI[:3NUI2M:4]:ZRO+3H MS-\:O)+N;H_+CD_A^O\`G.WUFAR,SUKE;#B&7M=3/FCX]9_BEY5=[>/N;'*KC=:]A[O4\8]S^( M_(=C*.#RW`M=R];8^1?C"Q;Y'H;>%Q[L'5XENY.LK^PW?'[FKS(6[<:>RQIL MF!:[AZYQ[]^,+%OD6BAAW_%??;"L<+E.#:[MQ;SMSHKFLRX0A2GMLZC(G+U]?I+#_+#^4]=1S3N[ MP\Y'LJPP.7Z^UW7UEC9&1&WCV^2Z"W@\<[%U6);N7*RO[#>\=N:K-A;MQI[+ M&DR9R]?7Z2]DMU*V3)0```````````````````````````%?_P#/7_K,>X_Y M)]0?YL.,($/SM?ZR?N'^2O4?^;+C*"K\X/\`K&.V_P"2_5'^;?C:O`_,$_ZT M3NG^2'37^:SBS%7XZ/&#B?F1Y1\<\=^7;[.XQC\[X5VC/1;_`%URS^*U7+>. M=?GA/,Q*>V=_"C>C"=J?MNPQ;^/+QEXIY@^3W'?'O MEN]S>,X_.N&]G2T>^UURU^*U7*^.\`Y!R;C>;7$O4K#:86-L]1">9B4]L[^' M&[&$[4_;=AC)X`>-O%_+?R5X_P!!;QNQS;A_94M+O-?.U^*U?*>/\#WW M)..YM<2]2L-GA8^RU,)Y>+3VSOX=+L83M2]+L,2_C7\5N(>:OE;QKQOYCR#/ MXMC\_P"#]K3T'(=;M^'^2?CCVKXH=P\MZ0[CT,M'S'BF5&GWK%;M_28T?N8]ZD(3C*D[-Z%K(M7K-OQ/R.\=>TO%;M[E?2G<&BKI.7\5RH MTI>L5NW]+R+397NGJ.4\8V-RSCTVO'=WC1^Y8O4A"<94G9O0M9%J[:M^,>0_ MC[V=XO\`;/*>F>V])73R-%R72 M9?NN:;EO%-G=L8]-OQK>XL?N8]^D(3A*D[-Z%K(M7K-OPEX:\3>!/F,I1E24 M:UC*-:2C*-:TE&5*^M*TK3ZTK2KYC*494E&M8RC6DHRC6M)1E2OK2M*T^M*T MJ^8RE&5)1K6,HUI*,HUK2494KZTK2M/K2M*OF,I0E&495C*-:2C*-:TE&5*^ MM)1K3TK2M*T^E4S'X5?EUIW'A<:\0?)KDI.TN0;*W[^T]=BU], M/A/*,W-NPN7NQ];BUI;P,FM9SWN-:]MVO[0A6YGS%OAD^6C^>#"XWXD>2O(I M2[9UF'37=3]G[[8V_?VAKL6OIA\,Y-FYEV%R]V+KL6M+>#DUK.>\QK7MNU_' MPK[!U^-6EO"R*UG+=8]KVW:_CH5GG39/@[^8S^>G!XQX;>4G)92[AU6%36=/ M=K\AV=KW]L:W%KZ87!N59V;=A"VY`````````````````````````&E[Y3/EUZ^\&M+G]6]:RU/87E'N=7 M2>%QF=V=_C_5F%M,*Y5EV91O7Y8^-.S/(TV M?*#\M/`/"+2Y_6'7$M3S_P`G=QK*3P^-SNSOZ#J_#V>%5E6I1O7Y8^/.S._J!^3#Y5N!^%NGSNM.O*ZOGGDKM];2>'QR=V M=[1=9X>RP[ES7P])&Y;RPZHZQEI^QO*W=ZJD\'B\[L[_`!WJ?"VN#=N:OEW8=RQ"5O(SYTG;OX.@ MA=M9>79E&_?ECXURS/(@J=K]L]C]Y=@PWO(][E2R%K$P\:W"S M8MV[4(PI"C[0[2[![HYWR+LSM+EFXYMSGE6=//W?(=YE2RRW_)N09;I.?P??$]C]IY6B\R_)/C-O)ZVU6;'-Z/ZXWN%2[B]@[C!O7K=>P>4: M[+M^R]PO1YMFG[*Q9QE#;YD*W[M*8=B$N-7 MF4S>D^NMYA4NXW/]O@WKUNO/^3Z_*M^R]PW29MJG[+Q9QE';9D*WKM*8=F$< MZ1]\,GQ>6.S,G2>77D/QVWD]>:S,IF=,]?;O#I=QN=[;"O7K=>=\EP,J'LN\ M0TN9:I^S,:<91VN7"MZY2F)9A'-E,_!%\1&/VQEZ#S7\G.+VLKK'4YL<[HGK M/?X-+N+V+N<"_?M5[%Y5KLNW]N]PC0YUFG[)Q)QG#<9L)7[M*85BW#/F.I@2 M6TFG@````````#XE*,(RE*5(QC2LI2E6E(QC2GK64JU]*4I2E/K5\2E&$92E M*D8QI64I2K2D8QI3UK*5:^E*4I2GUJ^)2C&-92K2,8TK*4I5I2,8TIZUK6M? MI2E*/B4HPC*LI2E7TI2-*4^M57%Y.]D6^XO)#O[MBQ M=^]B=E=S]F\YP)4NW;]NWK>43\RW.XUN/CW+UR[<_ M"8N!EV[=FE95I&U",:?2E%:AY']A6^VO(3O/M&Q=^[B]A]O=C\TP:TNW+UN& MNY+R_;[?76+$[UR[<_"XV#EV[=JE95I&U&,:?2E%4CY3=F6^Z/)GR&[>Q[OW ML/L[NWM+GFOE2]=OV[>KY5S?=[K5XV/-W\PO@7POE>VU\L/F7D-MA&DIZW(X9KA;KDPXWM+-G5==XEN]"-)3UN1P[6X^ULPE6M;=W;7O\`=]*3H/A,\>OY MD/!_B'*-I@5Q.7=][/+[NR.(:ZQM+495K M6%W:W?\`=]*6&GP#>,O^C]\?G".7;?72P^:^1VVS>Z]W._"U7)AQC;6;&HZT MP[=^W&DIZS)X3K,;;V82K6MN[N+WU^OI3&5H.$X.79]*?8V&AXSC[#)I]:^['WL*_3^S$[_,1^0_[:YYT MYXP:7.]^!PK59';'.<>S>]]F?)^2PRM%PS"R[/MI]G8:+C>/GY-/K7W6-W"O MT_LPROS/7D[^WNQNC?$?0[#[FNX#I\GN;L/&L7_N6)\MY7#+X[P3`S;'MI^' MV7'N*XVRRJ?6OOQ]_"OT_LZ@_BM\9]9Y7>Y.EV=BDHRNZWE&WLX6HO4I6GZF?5J0^+CQLUGE1YN],=:\FU M5C<\#UNTS.P>Q=?EVOOZ_/X?P3#N;S(TVSLTE&5W6\GV]G#U-ZE*TK[,^K5' M\9/CIK?)_P`T>GNN.2:NSM^#:[9Y?/>P=?EVJWL#.XEP?$GN\C4;*S2497== MR7;64ZBQN^O=7M\WL?LO6YMJN1KMAP MKK_#N;_)TFUL4E&5W6L?,UXLZCQ<\VN88?#-#A\=ZU[;TNK[9X-J-5APP]/IH[NYEZOENB MU]FQ7\)B6,'F>GSK]G$M0M0Q,++Q[<+<;=(5EZI\POC#J?&7S/Y;B'Q_ MKCM?3ZSM3A.IU>)#$U&GINKF5K.5Z3`LV*_A<2QAPN-=6]R:/4]Q<`TVHPK>%I=)'?7;D0V76NSE;E3^%S9E=R/P:>2]>@_.+BW#]QL*XO"/(;77.I=U;NW8PQ+/*XNR^OIZ5V^_"9Y'UZ*\UN,<2V^?7%X7W_KKG5.YMW+M M(8MKD^7?AL>O-E*W6G\+F2Y-CQU=NONC2%O;W9?7T]&[GX!_*:OCOY\<2X7N M]C7$X'Y)ZRYTYO;=V]&&'9Y=FY$-GUCM)6I1_A/- M.R.F.Q.&<7AF9M-=AY>[Y!Q?9:[7Z[,SY5C;P\39W[],>[0_4W!9X\>9=C=.=A<.XS#,S*:_#RMUO^,['78&OR\Z5:6\ M/$V5^_3'NW)_P<(7:UGZQ]:,>_+3K?E/7 M37XF5N=[QO8:_!P,O.K6D,3%V-^]3'N7)_P<(7*UGZQ]:,9?-#JSF'>'B/Y* M]/=?SQH\W[-Z2[)X3Q6WFYM-;A9>\Y%Q79ZW7:[,V$JQMX6'M,C(IC7;L_X. M%N[6L_6%*T8:_#MX5]A>#_B?F\`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`N^:_DCB;[G&GN9/C]TGE:OE79D\B$H8/+-M M*[=O\2ZUMW?6E;U.19F%*_LJ0_M-3C7H5G:NY&/*NW'X>_`F[YG^1F+ON;:B MYD]!=+9.KY3V5._"4,+E>VEG,G6'*]L:0_M-7CWH5G:NW\>5=ROPJ_'A>\Y/)K$Y!SO2W,KQVZ,RM3RWM&YD M0E#!Y?N)7;V1Q#K"U=]:2O1Y)FX,K^SI#_W>HQ;\*SM7E*/[?V_I_8```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````#';RV[ZU7B_XT]U=^;>N/*'6G`MSO-5B9=S[6/M>5W[<-5PK0 MW+OI+[?[P\PV.#@TEZ5])9%*^E?T,>_*_O;5^,OC=W-WOMJX\H=;<$W.[U6+ MES^UC[7E-ZW'5\,T5RYZ2^W^\'+MA@X-)>E?2612OI7]#P+RF[PUGC;X[=P] MX[6N/*'77!]ONM7BY4_MV-IR>];CK.'Z2Y<]*_;_`&]RO/PL*E?2OI6_3Z5_ M0QN\P?(+4^*WC!WAY![BN-*'5_7V[WNHQ,NY]K'V_+;]N&IX/Q^Y=])?;_>/ MF6QP,"DO2OI+)I7TK^A6&[W=[;DV[W')-]G7]IO>0;78;O=;/*K263L=MM2[K<\W^TV&ZW.RR: MTED[#:[7+O9VQSLB48QC*_EY=^=R=:4I2LI5^BMWW6YVG(]SMN0[S-O[+=;W M9Y^YW&QR:TED;#:;3*NYVPSI\ M"WCO_,CX$<4YCM,#\+RSR$Y%M^V]G.]8^WFV^,WOM<P+_'=/#:8_P#8I^U9UI^FJP1_+\>-_P#, M5\?/$>:;77_A.7^1G)-QW!M)W\?[6;;XO?\`M<:Z]PJWJTI*_KOK6NI_P#,@^.U=!VATQY/Z;"]FM[!X_D] M5\VOV;4J6K?+.&RO[GBN?FW:TK&6=O\`B^RR<:%*5IZ6=%3Z>OK6NK'\Q'X^ MUT79G3ODMI\+V:[GV@R>L.9WK-J5+4.4\0E>W'%\[,NUI6,LW>\9V61C0I2M M/2SI*?3]-:Z?/S/7C17CO;'1WE=H\'V:SLCC>7U'SN_8LSI9M\PX1*_N^([# M.O5I6,\_D7$]KDXMNE*T]+''Z?3U]:UC!HS"-PBMLCO$3O[:^+GDQTMWWJJY M$OYM^=ZC;[K$Q)>V_MN(Y4YZGFNCMU]T:4GO.([#-Q*5K](UO4KZ5]&1/B5W MUM/&'R3Z:[WU5''D-M_%+RAZ0\@]17)G_`#9\^T^YW>'B2]N1 MM^'Y4YZCG&AM5]T:4GON';'.PZ5K](RO4KZ5]%G;HMYJ>3:33'D0N0K6E*UC*GT68>CW>JY+I=/R M/0YUC9Z/?ZO7[O3;+&K*6-L-5M<2SG:[.QY2C&5;&7AWX7(5K2E?;*GT60>D MW.KY'IM3R'1YMG9:7?:S`W.GV.-6LL?8:O:8MK.U^;8E*D95LY6)?A*]X\(QD+OI"[>U]^L=O4TM3.NNXSW/P MW&S,OJCL/(LWJV]?EWI6K^9Q;DU,2,LC-XAR*N/2%WTC=NX%^LT^K>?\`2?87+.J^TN+[3AO/>$[>_I>1 M\>V]BMG*PLNS[9V[MJ=/=9S==GXUR&1B95F5S'R\6[;O69SM3A*M?]VCU?SW MI?L#E75O9_&-GP_G?"]M?TW(N/[:S6SE8>79]L[=VU.E96V=N[:G2LK&=K=ABW+>1B9=B5S&S,6[;OV9SM M7(3KT!T%T5YX_1B9>7K\O%S\#*R,+.PLBSEX6;B7KF-EXF7C7(WL?*Q]"DX3A6DH2I2M*TK1^C$R\K`RL;.PN8V5B96-Q\G&R+,H7K&18O0I.$X5I*,J4K2M*T?HQ,O*P,K&SL')R,/-P\BSEX>9B7K MF/E8F5CW(WL?)QLBS*%VQD6+L*2A.-:2C*E*TK2M'Z\]!K,2=;^="ER,,>/8VGQ,?[FRQ8 M3]VQLTEFV(>D,J%B;3\/GRP8?E1H=?X\=_[W7Z_R-XQK+=CB_(,V_3%CW?H= M9B3K?SH4N1ACQ[#T^)C_`'-CC0G[MA9I+-L0](94+$SOXD/E.P_)_1:_H#OG M=X&!Y"\:UMNQQK?YE^F-'NG1:W%E6]G0I MD,F%B=_\*WS!X7EQQ[6>-?D9O];K?)OBFJM8_$^29V13%CWUQ[58JD0`````````````"N;^8; M!Q==\E?EACX=K[-JYSC19TX>^Y<]L'%U_R0^55C#M?9M7.;:+.G#WW+GKE;/@7$=EG7?==G.5/OYN M7DS9Q]]RYZY.RX+Q38Y MMWW79SE3[V9E7)^VE?;'W>D:4C2E*5JWS/X&)K?D]\NL?"M?9LW.=\?SYP^Y M=N>N7M>N^&[3/N^Z[.Y*GW\[,N7/;2OMA[O;&E(TI2FO_@7_`%YX7_*SCG_/ M&&P'X+_UWX=_*KCW_.^&P4X1_P!=.(?RHT'_`#MB-=_7W_7WA'\K^-?\\X2U MD6FRSP6W(```````````````````````#0M\O/R\Z7Q!TNTZ"Z"VFMW_`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`U^!AX\+>/B86%BV86[5JW&,+<(TC&E M*4I18BZ;3ZGCNHU7']!K,#2Z+1:W!T^ET^KQ+&!K-3J=9BVL+7:S78.-"UC8 M6!@8=B%JS:MQC"W;A2,:4I2E'(N0?O0W8V/ MG?@>2YW!\WK[@\[=^EC-IS/LBL>&:;.UOK2OW':;-UWNI7[N7Q_\` M:]S:UCZ5_@<"=:_2E6#7R2][0\=O"COOL"QF_@N0YO#,S@?#)V[U+.93E_85 M:<0U&;K_`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`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`$WOC6>37CAT_ MWGK*X\:]@<,UVPW6+BT],?6E2SH^ M::K/Q(>Z592A9I6OIZ^C)1D>R'9.@``````````````````````````````` M`````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`S+1--!UMU'XQ:7/\`9LN?[F[VASC'LSC2[#B/$YW]5Q3!S+T5/KZ5K245K\SOY/4XWU5TIXDZ#8_;VO9.]O=N]@XMBY"EZ'"N M&3R--PW7YUN5*UE@3;G#U/[0R:>Z%(X6MMY,LB_.4HPMV;4I2K2-*UI M%3Z7ZNW_`'=V[UGT_P`7A67(.S>=<7X/JY_;KL(6X5_#:[!MP^ MD8T_5^E*?H6=G!^':'KOA7#^O^*XGX#C'!>+%]<<1P_V?Q3K_B7' M.$\8P/6,OP/'N*:?#T6EP_6$+<*_AM;@6H>M(QI^K]*4_0P,^63QOKY/^!_> M7"-=@6\_F/$M%3MGK^-;,;^7'E?6\;N_EA:R,J?J;+DO&K>QTUJ7K&E/VE7U MK2E:U8)_*SXZ5\FO!?N[A6OP+>=R_B>CIVMP&-;,;V53E/7,;N^EA:V,J5]N MRY)QNWL=/:EZQI3]HU]:TI6M6$'RC>/=?)+PC[HX;K\&WGMC6GZNQY%QVWL-1;KZQI3]H5]:TIZU:_/EZ\9J^5/@!WSP7 M6Z^UL.:7=91OD-GRCC%O9:6U+UC2G[3KZUI M&M:JXQ79J^Q6C`"?-\#?DU7OSP7XWP;=9WXGFOCAM[G4>SA=NRGE7^&6,:WM M>M-C6%8^RS@V.-Y-=-8C25:UKI)RK2E*Q]9XGP5^2M>]_!_CG"-SG?B>9^.N MVN=3;*%V[*>5>X=8QK>UZWV/MK'V6<&QQS)KI[,:2K6M=+.M:4I6/K.2^$/R M-KWCX5<>X7N,W\3S#Q\VMSJO8PNW)3R;W$;&/#:==["L:Q]EK"L<>R:ZBS&D MJUK733K6E*5IZV$GY?WRDKY!^!'&>![S/_%X_Y)]0?YL.,($/SM?ZR?N'^2O4?^;+C*"K\X/\` MK&.V_P"2_5'^;?C:O`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`![?:?+O8&VTN[U&79S]7M=9G8T[>1AY^OS<>%VU=A*DH7(4K2OK1S'' MN0[WB6_TG*>,;?8Z#DG&]MK][H-[J,N]@;73;G4Y=K.UFTUN;CSMW\3.P,RQ M"[:N0E24)QI6E?6CG.,\FY#POD>@YAQ+=;/C?*N*[G6W>LW;<'",?JOM?9: MW2>4_"-/*]O,*&/8U6M[5X]K_99KSGBV-;G3%M[BS;E"NZUMF-N-B]*N3C6Z M8LZV\:=5\3/RE:'S8X3C]7=J;'7:7RBX5J)7MWA0Q[.KUW:7'\#V6:\WXOCV MY_AH;>S;E"NYUUJ-NEB]*N1C6Z8LZV\:;S\5?RW+\-#;6;W3%G6WCV`W MPZ_+7Q[SNX)C]2]N;/6:/RRX+II7M[@PQK&IUG;7'-=]NS7GO$\:U.F+;W5B MW*%=YK+,;<;%Z5;;#K6M*4])UP\V%94_]F7K3^PKV?F6U^3K M/DN\H\;*I"EVYON`["-(3I.GX;;=1=?;7#K6M/T3EB9D*RI_[,O6G]A`1^8' M`R-;\CWDUCY-(4N7-YP3/C2$O?3\/M>I^!;3$K6M/3TG7$S(5E3_`-F7K3^P MK$G!)]1=2Y^'LO*#L70WKVHE2EG+QNH^+["F1AV^P-SC7K&1B9>^R;MJY M#2Z^[2L)WKE?Y=?E#UOA7P:74W5&?A[+R:["T=V]J:TI9RL; MJ;C&?3(Q+?/=QC7K&1B9>]R;MJY#3:^[2L)W;H-AA;3RI[)T%Z]IJTI9R\;I[BFPID MX5OL3=XM^QDX>9O\F]9NPT>NO4K"=ZW++R8RQ[4+&7`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` MP'Q^ZOQO71\.UM*[??7\:UC;;FO+LZD+_)N:[ZEJ=WUVO(-C25S[?OG#%QXV ML:U6EBQ:C'(YD2R"9+@``````````B0?F7/)+\5N.B/$W1['ULZG&S.\.PL. MU+WPEL-A38\0ZXQKTXPI2UDX.!;W]^Y9K.M96\W'N5C&GLE*)S^9'\C?Q6WZ M-\4])L/6SJL?,[L[`Q+4O?"6PSZ;#B/76->G&%*6LC!P+>^OW+-9UK*WFX]R ML8T]DI17_P`Q3Y#?B=MTEXN:;/\`6SJ\?+[FYYB6I>Z$L_.IG\3Z^Q[LXPI2 MUD86#;WE^Y:K*M96\S'N5C&GLE*'G^:!\F_Q>ZZ!\0]%LO6QJ,;-[W[&PK4O M?;EL=C39<-ZSQKTXPI2SDX&OM\AR+MFLY5E;SL:Y6,:?;E**#"YJNH.*V.`<*O9&/&<9GNMGKLBM:RM9?'^%:N M]B7Z>E/=9W\?2M?K1))_+C^.E.6=W=L>3&ZP87-7U'Q>QP/AE[(L1G&7..PH MWI;G9:[(K6LK67H.%ZR]B7J>E/=:WT?2M?K1(K_+R>/=.5=T=J>2&YPH7-9U M1QFSP;AU[(L1E&7->?QO3W&QU^1ZUE:RM%P[6WL6]3TI[K6]CZ5_31*$_+'^ M,U.8=\]P^4^]P(7=3TUQ.QUYP>]DX\)QESWLF-Z>\VFMR:UK*SF<=X-JK^'? MIZ4]UGD,?2M?UJ)F28NEVIL@`````````````````````````T]_./Y)U\?/ M`GL#3:G8UPN9]]YN+TKQREF[?Y=(V?2Y3%_<;6YV%*?NC&%[ M/LTK6M94C+41\W'D?_,!X)<]TVJV%<+F/>^9C=,\>I9NW(9,=5R+'R&9C=/< M?I9NW(9,=7R"QDYG.;>06;B]'<:I8NW894=1R7'RL[L/,I&SZ7*8O[A:W.PI7/=&, M+^PLTK6M94C*OS0%D$I79K+SX[/'V?B_X6>/?3F;A0P>1Z3@6#O>;V/M4MWK M?/.;7LCF?,<;)N5A"[DSU>^WM_"MW+E*3^QC6X^D8QI&-DG\>O04_&7PSZ`Z M@S<.&#R+2\$P=YS6S]JEN]#G/-+V1S'E^-D7*PA=R9ZS>[R]AV[ERE)_8QK< M?2-(TC2Q6\`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`+">4E-GQ;O+P\Y#LJSS.,YMGO#K3&OW97+E=!N9Z[BW9&LQONW?3 M'PM3O(:;,M6;4*TG>VV7=KZ5]?=*C2C$FI+-```````````````````````` M`````````````$<;Y_OD"_F:ZJM>'W6&ZI:[-[KTES)[1V&!?MSR.(]/9=;^ M%?T%[V3^YB[CLN]">-6E?6L--9RO="/XO'N4CL_/;Y\TZ=ZLM>(G6>YC:[+[ MGTMS([.S\"_;G?XEU#E5OX=_17?9/WXNW[)O0GC^E?6L-/9RO="/XK'N(^WS MI^=O\T76-OQ.ZWW%+78_<6GN9'96=@W[ MM*^M8:BSD^Z,?Q6/ MF,NN1A9''[WVY_O0K\W.T=)#G:/H_6[&Q6W>T_"\_C9N5^Y:R^95I>7;.ANX_+N=Z_8\?\?M5L\:MN_H^`9<987(>R86 M;M?NV?E.\E?]*CSE[R[%U^ MQ_:/#-'R*76?7-RUD_BM?7A'7=;G'<'8ZFY[[E*:[E6UQLS=QI2OI[]G.OI3 MU]*5T/RA^2'^E'YN]W=AZ_8?M#AVCY!+K7KN=K(_$X%>%=>UN<>P=CJI^^Y2 M.OY3M,?,W4:4KZ>_9SKZ4]?2E>W\F7D1_I->:7='/\#/_'\1TN_EUSU_.UD? MB<&O#>`5N:#"V&KN>^=*8')]GCY>YC2E?3W[*5?2GKZ4K,OEC\GO]+/ST[Y[ M*UNR_:7"=#R275W6MRUD_BM?7@O6U;G&\#9:BY2YEO\NS.M?=:OX4)PI[J4E#.3\O=T'_.9YE[KM[9X$,KC_CWP'8[ MK'R+L/NV;//.?PRN(<5LW+4H2LUG7C\M]E6IUK[K=_"A.%/=2DHYL_`3T5_. M1Y@;GMK98$XV3=A]ZS8["[%AF<+X MC8N6IVY6:SKQN7(OKKN+ZKFF9R'KZQ2D:V(]=\SC#E7# M,?'NP_@[]-3I-K;P+LJ4I_QC%N1K&-8UC2MP^0OQVKXL^8W>G3V)KZZ[C&JY MEF<@X!9I2-;-.O>8QARCAV/CW8?J7Z:K3;2W@W94]/\`C&+^X)9I2E;-.`\OC#DW$<>Q=A^I?IJ]/L[>%PZ8-MXOP#>3=.C?-W`Z MRW>P_"<+\EM#7&]>A9PK'.]7*_O>N=A>I*<:WN=:9D;]^%G!L=@ZF61R#K+8WJ2G"MW,RMA;S=%BPI25:WM]3Z?V:3RT MZI-Y6`X``````````````````````````*__`.>O_68]Q_R3Z@_S8<80(?G: M_P!9/W#_`"5ZC_S9<905?G!_UC';?\E^J/\`-OQM7@?F"?\`6B=T_P`D.FO\ MUG%G@GQ*9F3@?(]XDW\2[6S=GV?##G.-(RK7&V/']YK\VUZ3C*GI?P\JY"M? MTTI+UI6E?2KPCXH,S)P?D4\3[^)=K9NS[-AASG&D95KC;'0;S7YMKTG&5/2_ MAY5R%:_II27K2M*^E7AWQ9YF3@_(-XL7L6[6S=GV3##E.E(RK7&V&BW6!F6O M2<94]+^)DSA6OZ:4EZTK2OI5CW\/V=E:_P"2_P`/K^'>E8O7.U;>#.<8PE66 M+L^.[[6YUGTG&5/;D867M*2]:5I7TJL>UBJL&UF&`(^?S-_$QB^4?' M=GY*^/7';5GR/XIK*7>6<3T^+CV:]X\=U]NS;C;E"D[$)]C<=UUFOX"_Z2O; M3&MTP9TG..'6UH%^8WXI,;R>X]LO)#Q^X]:L^17%=92YRKBNHQ<>S7N[CVOM MV;<;3'$=52[R[B.FQ,>Q+OCC6NMV+<;3:/)KB[+4[+%K7[=ZS<]) M6[MF[;E*U>LW8SL9%B<[5V$[DK=VU=MRE;O6;D9V,BQ.=J["=NLW(SLY M%F<[5V$[\*W&+ON+\HT.5+$VFHVF)*OV M[UFYZ2MW;-VW*5J_8NQN6,FQO M=/K_`.<[A49PM8N_QOX/!CV-PF%?;+)XUMLSTIE8M*5O:;,NQQ[ONM7,3(R9 M[WQ>_);POSUZUKJ-U^#XOY$=?ZC`_G+X72<+6+O<;^#PJ=A\+A7VUR.-[;,] M*96-2E;VGR[L;%WW6KF+D9,ZKXSOD=X=YT=!:G!_G'X=2<+6 M-O,?^#PZ=@<.A7VUR..[3+]*9./2E;NIR[L;%WW6KF+?R+$#XG?E+X-\AO5T MM-O?P7$_)7KG3:_^=+@T9PM8G(,7^#P8]E<&A7VUR>+[?-]*9>+2E;VES;T< M>[[K5S$R"_]=^'?RJX]_P`[X;7#PC_KIQ#^5&@_YVQ&K3K[ M_K[PC^5_&O\`GG"6LBTV6>"VY`````````````````````&`GR->=W"?`7Q] MVO9>XC@[SL7DD\KC73O`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`/@5:Z5Z8O>6_8NEE9[2[XT]NQU_C;'&]F7Q'IF61;S,'-QXW(TG9S>S M"5OICIN]Y8=AZ:MGL_O346['`<;88WL MR^)].RR+>7A9MB-R,9V4_/]/6SV7W=J86>"X^?C^S*XKU%*_;R\+,L1N1I*UF=C96/:V$I_K4EK+.# M6%8_=OQE.=_+O_'W:Z.Z1O\`F%V3I)6>U_(#36\?KO%V6+]O+X=TG+)M9F!G M8\;D8SLYO:.9C6=E*?ZU):C'U];=8?>R(RD4I"S?TDE@``````````^C*RL; M"QLC-S)8NY67EY5VWCXV+C8]N5V_D9%^[*%JS8LVH5E.7E7K>/BXN+CVY7LC)RL>M8V,JUQ#3X?XBD?2DLFMR7Z95JK4/-_R$R/*?RN[P[SK M>OW-3S3F^?3B-O(A6U>Q>!-<#Q;UBLI1L95KB6HP_Q%(^E*Y%;DOTRJ MKCO-/OV_Y/>4O=7=LKMZYJ^9Q58O,1`!8N?$'XW2\9/`G MI;C&RP+FOYAV'K;G='/+%^U6QE6^1=CX^%LM?A9N/*U;NXV?H^&8^IUN1;GZ MSC>PI4K7]%*6&_Q(>.Z?XWL,*Y@\LY[ MKI]O\WLWK=;&3;W_`P]C@X>9CRMV[N/G:7B-C5Z^_"?K.-[$E2M?[%+*' MX:_&67BW\?72'%MGK[FNYGV/K+G=W8%B_:KCY5ODG9F-@[/78.=C3M6KV-L- M#PG&U&LR+=SUG"_A3I6M/I&FS1LI;&FT<`````````````````````````0< M/S$7DG3M;S`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` M@??F`_&^G3'G!D=GZ?`N8W$?)'BF#S^S=A9E;P+7.]#2SQ;G^MQKE:>E[*NS MQ-?N,K]:M:7=U_8C6-*07OGR\=*=-^;.1V9J,"YC<3\C.*X//;-V%F5O`MZ[&N5I_"Y-V>)K]ODU]:UI=W/]BE8TI"/^=CQ[IU#YFW^R-3@W,;B MOD)QC"YS9NPLRMX-OFVCI9XSSG7XURM/X7)NRQ<#;9/UKZ7=Q_8I6E*0`OS$ M?C-3I'SNR>U--K[F+P[R9XC@=AV;L+$K>OM<_P"/TL\3[#UF+WG]B-8TIHP:0&E=H49H?'KY+7O$GS#Z0[KO9=[%XSIN6XVA["C; ME7V7^N>71EQOF)_EY MTIW1=R[V-QK3MT^QGG6++'EETUW%=RKN-QS4U*E*5S,.S6DH2C2<;+RS>LY%FU MD8]VW?L7[<+UB_9G&[9O6;L:3MW;5R%90N6[D)4K&5*UI6E?6BR3LWK61:M7 M[%VW?L7[<+UF]9G&Y:O6KD:3MW;5R%90N6[D)4K&5*UI6E?6BQ5M7;5^U:OV M+MN]8O6X7;-ZU.-RU=M7(TG;NVKD*UA M[:OX]^U;O6+]FY&[9O6;L:3M7;5V%90N6KD)4K&5*UI6E?6C['V/L?8````` M`````````````````````````````#&[RW\G.!>'_0'87?G8=Z%S5\-U-RNE MT45YM) M8_&N):R=;5^4[24+5;E+=R.-8^YD7*?:LW*TQE\PO*7K[PS\>.QO(/L>] M"YJN%:>Y72:".3'%V'-.99\98W%.%ZB=;61*.?R';RA:K=I:N1Q,?[N3=R+=Y$:WJ8F+7(E2W@Z;4VW;I6M(^JM_P"[^Y>=^0G;//>Z.R]I7;CT.NM6<+!Q_?*F/AX]NW2M:1]5=YW5W!SCO M[M7G79=@<@S=_N+\:WOPN+7(E2&%J-79OWK]S$TFCUUJUAX./[Y4 MQ\2Q;MTK6D58=WUW?V#Y(]Q=A]Y=I[:NYYWV5R7/Y)O,B-;],/$KDRI;P-)J M+&1?R;N%H./:RU9P=?C?U:I6M(^KRAY6\O>1-DWQ:>"6V\\/)K2<- MV6+G6.FN`_@^9]V\@Q93L?A^+6V-K?\\V6/7!Q_;*EVSB1R\R M$9TQ)0KL<^+_`,&MMYT>2FEX=L<;.L=/<#_!\Q[JW^+6=C\/Q>UD3IKN*869 M3VQM;[G6QQZX6/[94NV<6.5EPC.F)*%=AWQH>$VT\V_(W3<1V.-FV.H^#?A. M7]R;W&K.S^'XU:R)TU_%\/+I[8VMYS?88]<*Q[9?=LXM,K+A&=,64:[.?B@\ M`]QY_>4FBX3L\7/L=*=>_@N;=Z(8.;3VQL\A[`V>-7 M`QO;*EZQB1R\R$9TPYPK8KZ32ZCC6FU''./ZS!TN@T&KP-+I--K,:UA:W4ZC M58EK!UNLU^'CQA8Q,'`PK$+5JU"-(6[<*1I2E*46&.ETNHXWIM3QWC^MP=-H M=#K,#2Z33ZS&M8>MU.HU>+:P=;K=?AV(PL8F#@X=B%JU;A&D+=N%(TI2E$_C M3:?5<=U&JX_H==A:?1Z+6X.GTVHUN-:P]=J]5K,6UA:[78&)8C"QBX6#AV(6 MK5N%*0A"-(TI2E%DUHM'IN,:33\:X[J\#1\?X]JM?H]%I=7BV<'6:?3:G$LX M&LU>NPL>%NQAX&OPL>%JS:A&D+=N%(TI2E*.3MEZ5K7T MC7`GY-_(_P#T6_";O#LK`V%=?R_8<;GU_P!>7+-VY9S8\XY_6O'-5L-=0_^C'X9=U=CX&?77\MS^.SX%U_U>?K[EOTK',XWBY>1MZ>LHT]FOE^FOI2NO#Y5?)S_`$2_!'OO MM+7;&6MYIL>+W.N.M;MF]=L9\>>]BUKQC4;'67;7I6.;Q;$SQ=GA_A^4^1/+]SV+DSNQC3*L\0U% MR7#^$8$ZPI[98EW%T^5MK'K64O;MZ^M:?VL9U/P(>/\`3J#P;UO8>RP_LW;5]:T_M8S>?@JZ M%IU+X3Z[G^QQ/LDL6[C:G)VECUK* M7MVM?6M/[6-@/^7?\,W;MS[?"`(G?YE[QQI*WT)Y7Z7`K[ MKN5^M9XUNE?I&B*G^9*\=Z M2M]#^5&FP:^Z%<[I#GF5;A*M/MR_:7,NN\BY&W'VPI"?[?LW;US]-9XUNE?I M&B+O^8K\?:2M]'>4&GP:^Z%ZW7/Z%[#R[4)5I]N7[3YOUIDW8 MVH>V%(7/WBL7KUROUK/%MTK](T1,T4M%O1!W.\7Y+O.%\FX[S'C&QOZCDO$] M[J.2\>VV+6D2\>Y M?QG87]1R3BF\U/)./[7%K2.3K-WHL_'VFJV&/65*TI?PL_%MW(5K2M/=&CF^ M-JY%H=IC5I3(UNZTF=8V>KS[%:TK2E[#SL:W._3W??'OL6\'L[@VFY%EX6-*LK6GY! M6U7!Y7Q_W2NWZUN<?Z^-7]:OZ:V9GC!WGI/)?Q[ZA[WT'V+>%V M9PC3\ARL/'E65K4;^MJN#RK0>ZMV_6MSCO)\/,P9_KS_`%\>OZU?TK(SQH[M MTOD?T%U-WAH?L6\+LCA>HW^5AX\JRM:G>UM5PN4:'W2N7JUN#/]>? MZ^/7]:OZ5J+XH=_:'RF\;NF/(+CGV+>!VGP/2\DR\+&E65K3XLA````````````````````````` M!7__`#U_ZS'N/^2?4'^;#C"!#\[7^LG[A_DKU'_FRXR@J_.#_K&.V_Y+]4?Y MM^-J\#\P3_K1.Z?Y(=-?YK.+,7OC!V=_4_(3X?96-"S.Y=[UX1K)4OQG*%+& MZV---E3C2WMXN?.5NOK6-+E*5K25/6-<8_C,V5_4_(!XBY6/"S.Y=[R MX3K94O1G*%+&ZV--/E3C2WL:XU_&YL;^K\\_ M$_)QXVIW+O=G#-=*EZ,Y0I8W&PIJMXN?.5NOK6- M+E(UK25*5C6RA6/2P^6=0``(NWS:?$;+GMGD7F/XN\3G=V M>0^8'C%Q6<^<8UJ[M.[>KN-Z^W67,\6U3(R=AV=QC7XU8W+G,,:W]=QA6+NV./ZTL[/2[?#G/&S<.]25C+Q;L[5R,H2K1Z9T[W#V+T'V5Q+MOJCDV?Q M+G?"]I9VNDV^!-FXEZDK&5C79VKD90E6CTC MJ+MSL+HGL;BO:_5O),[BG..&[.UM--ML&Y*/ZT?6&5K\_']:6=CI]KB3GCYF M)>I*QE8UR=JY&4)5H]4Z3[J[,\=^T>'=R=0"[:SM]%NM?=E'UE#U MMY>LV6-[J6=IH]QASN8N=AWJ3Q\O%NSM7(RA.M%A1\;OR*=OZ;8W+4/L\DX]" M[=EGYW!N07*3KAW[D?N6+T+F+=E*Y:^Y=GG_`![>?G7WG=U/^\>MMX7%NUN) MPQ=?VCUO^-A>OZ?8W+4/L\BT$+MV6=F\)WURDZX=^Y'WV;L+F-=K*Y:^YWNJ_P!H6[^1H]G=LP^QRCC<+UZ>QS^` M\CNTG7"R+L?N8]Z%W$O2G[;M MFS;M7,WC73V3ESA&D99&1#J?B&'&]>K3ZSN1Q<2U;I6OU]EN-/T40&_G5QL> MQ\E?=5VS9MVKF9QOJ')RIPC2,LC(CU5Q'$C>O5I]9W(XN+;MTK7Z^R$:?HH@ MG_-YCV+'R-]R7;-FW;N9G'>ILC*G"-(RR+\>KN)XD;UVM/K.Y'&Q;=NE:_7V MPI3^PKN?S`F+CX_RD=YW;%FW:NYW%^F,K,N0A2,LG(AU%PW"C>O5I];ER.)A MVK=*U^OLMQI^BC5[T[K+6[[[P^-\,X3H-IR?D^]SY2C MB:O2:;#NYVPR[D;<;EZ[*WCV:^RW;C.[=GZ0A&4Y1C7JO.>;\5ZUX;RCL'G& MZQ..\/X9HMGR7DN\SI2IBZS3:?$NYN?EW(VXW+UVMNQ9K[;=N,[MV?I"$93E M2E>G=A<_X?U3P7E_9?8.^PN+\'X'QW;S]CFW8VXW+U MZ5K'L2]EJW&=V[/TA;C*-=1\)R MK])6N'\!PLF[+`MW[%F[=Q?WCWUR5<[:WH2G[\N[6W"=;%FQ&%=7\@GFIS#S MG\B.2=L;JN?J^$ZZMWC?4W"\J]25OB/`\+)NRP+=^Q:N7<7]XM[WF3RWS;\@>1=I[BN=K.&:^MWCO5?#LF]25OB?!L/)N M2P87[-JY4=P[RNPU M/!-;*]Q?I[@V7?I*UPSKW!RKL]=;R+%F[=Q/WEY!;/E5P_@6TPOY,/7\/* MC8'\:/AYE^9WE#Q+@NSPLBYU?Q&=KG7;^="M^S:CPW3Y=FM..PRK,K4[.PYI MLI6M;:K;N1O6K-Z]D0]?P\J-EOQ0^#N;YW>7?"NN]M@9-WJ+A4[/8?=VQMUR M+%F/!='F6*TXQ#,L3LW+&RYYM96=59K;N0OV;%^_E6_7\-*BQKP<'"UF%B:W M6XF+K]=K\7'P<#`P<>UB86%A8EJ%C%Q,3%L0MV,;%QK%N,+=N$8PA"-*4I2E M%B+A86'KLUF'BZ[6Z[%Q\'7Z_!Q[.)@X. M#B688^)AX>)CPMV,7%Q;%N,+=N$8PA"-*4I2E*4?J?I?I?J``````````!JF M^:'R1CXX>`G;>1KL_P#!C.&^RYO< M';WK-^/M^WE1LT]T92CZZL?F3\C*>.G@9VQD:[._!\P[?M6>D.'^RY.WD?B. M>8N=:Y5EV+EG^&QKNNZ_P=M>LWHUC]O*C9I[J2E'UUA_+]Y"Q\?/!GM._@9W MX/EO;5JUTMQ'V3G;R/Q'.<7-MM7J>W[>5&S3W4E*+ M4C\W?DW'QF^/3N#(UNP_`\U[HLV>A>$_;N7+63^)["Q,^UR[,Q[EC^'Q;VLZ MYP-Q?LWXUC]K+C9I[HRE'UKR%?:@1JX4`9F?'QXX3\L/,;HCI+(Q)9?&^0C,G#EF<9Y M%S?$W78$/X2%JG6_#+-[EW.[-S(MRA^$N[3C>ER,''N5K3_C>5:C2DI2C&MF M#;MV[5N%JU"%NU;A&W;MVXTA;MVX4I&$(0C2D80A&GI2E/I2BR8MV[=JW"U: MA"W:MPC;MV[<:0MV[<*4C"$(1I2,(0C3TI2GTI18MPA"U"%JU"%NW;A&%NW" M-(0A"%*1A"$(TI&,(QIZ4I3Z4HM#+=NW9MV[5JW"U:M0C;M6K<8PMV[<(TC" MW;A&E(PA"-*4I2E/2E']O[?T_L```````````````````````!YWV]V;QOI; MJOL;M[F-Z5GBW67".3\ZWU;<[<+]W6\7T^7N,G$PZ790A=V&;#$^SCV_7W7; M]R$(TK*5*//>VNR^.=,]7=B=M;=Q]I<8Z/ZF[+ M[CYI>E8XIU;P7E//M_6W.U#(NZSBNES-UDXF%2]*$+NPSH8?V<:WZ^Z[?N0A M&E92I2M7CVMV1R3N+LWL+MCF.1')Y5V5S3DO.>0785N5L_M;E&XR]SFVL6EV M=R=K"Q[V96W8M^ZM+=J,8T^E**QWM+L7D?;_`&7S_M7E^13)Y3V/S+DG-]_= MA6Y6S^U>3[?+W&;:QJ79W)V\.Q>RZV[,/6M+=J,8T^E**U[L[L+D/;78_/.T M>6WZ9/)^P^7\BYIOKL*W*V?VIR7;96WS+6-2[.Y.WB6+V76%F'K6ENU&,:?2 ME%5%VWV9R?NCM+L7M[FF1'*Y;V=S?D_/.17H2NUL_M?E6YS-UG6L6EZY=N6L M+'OYE;=BW65:6[,(PI]*42D?RSWCQ2&/Y!>5.WP:>Z];]C2A2=/;*W>N7..6[=R'_M6K\/7]-$GK\MGX^TC8[]\H]MA4]UVYK>C^#Y MV5N[.?'K=NY#^S;O0]?TT26?RZ/0E(V.]_)O:X5/= M=N:[I7A67.-:2C;M4U_,^P)1I.GI*W=G/C\+=R/]FW>AZ_IHE<_E>/'"D,?R M)\L]Q@1]UZYJ^A.!9LX2I.-NS36<[[*G"DZ>V5N]O[!L3MV(WZ MZS.58_8Q;%K.P=QDR]?_`'6E]/2M?1I"^?'QVKW'X2979>IPZ9'*_'3E6!SZ MQ*W9C=S+_"=Y*SQ;G>OLSE6/V<:Q:SL';Y$O7_W6F]/2M?1I9^=?Q]KV]X89 M78^JPZ7^4^/?*,#G=F5NS2[F7^&;J5KC'.-?9G6L?LXUBUFX6VR)>O\`[K3^ MGI6OHT+?F(O&BO=O@?E]I:;"CD\O\9N7:[L6Q.U8C=SSGX&ZR9>OUM:3T]*UK1`[07$(U```%AQ\,7DS7R7\"^JLK:["F;S?IV MW#:XEL+]:^EZ_^<:Y,K_!L3!M<4V%_U]+U^YM.!9FJNWK\Z M5K>S/O\`ZTI1E5/=^(7R-KY%^#_6.3M,ZF9S/J:WOI>OW-GP7,U=V]?G3UO9GW_UI2C*JQ[^$CRCKY0_'WU+E[?84SN==+V[G M1'.??.,LF>1P#"U]KB&QOUKZ7\BYMNO,[47;V1.E:WLW\1^M*495;6&TQL[; M;0``````````````````````````````````0+?F]^06OESY`5ZBZZW4?O^EGWW_-+UYN:9?0W0NTV>HTF1@Y,;FOYYV']=?RKG-;F/=GBY^KP M:V9:W2W/6Y&F)&_DVITCGSA&#_\`,QYWU\J>]:]5=?[>F5T9T7L]EJ=-D8.1 M&[@1 M%>G.M=W3,\>O'G;;72Z+)U^3&[K>PNROKK>7<_KBN>MV- M,..1E6ITCL9VXZ06E!IG:)G.\7XQR'FO)>/\.XEI\_D/*>5[O5\TWF_WF=8UFHU.NQ; M=*SR,W8Y^3;M6H4^LISI18X?&KX/\>\$?&;C'6<+.#F=F\DACXWQ&QZ:[74]MN-RW:GDUMQO9-[UL2OC?\)N/^#/C9 MQKK6%K!R^R^10QN7=R=AVHY.MPLRMNW.[QSB=CTU^NI[;<9V[ M4\FL(WLF]ZV"'QW>&6@\)?'/CG7,+6%E]C<@ACXK8],#7T]L(SMVIY%81NY%[ULMOC"\$>-^`7B[Q;JZ%G`S>TN30 MQ>9=WPNE?%'19]9Z_@>JR.WNP,:S=E*Q=/ M>,&DSI3P.$:S([6YUCVKLI6)\HY+;R-'PS"R;581I;SM%QJSGY%*TK*DK.[C M^BM*^L,C\SSY/TW_`&-T?XC:#85GKNO]3D]R=B8UF[*6/L>O]]VQV1P'J_BUJE[DG8G,N-<)T<)QG*U3:A.,Y6J;?EV\P=%@7 MCUD;E:?V][\'@PK.7Z93K6M?K59W=:\!X_U3UWP/K#B>/\` MA.+]=\.XWPCCV/6E/=:TW%M/AZ36QN5I_;7OPF%"LY?IE.M:U^M5E9USP30= M7=?<'ZUXKC_A>,]?\1XYPO08]?3W6M/QC48FEUT;E:?VUW\)A0K.7Z92]:U^ MM5K7U;UUQOJ'K3K[JGAV-^#XGUIPKB_`^-XU:4]UG1\2TF%HM7&Y6G]O>_!X M,*SE^F4ZUK7UK5WAW9W-WL`87?(=XYQ\K/#3OKI?'Q/Q?(]WPK+WO!(0M5NY M'\X/"[UGEW"\?'E"4;MC]J[[36<&].'K+\-E78^V=)5A+#7Y!?'>/E-X=]Z] M-8^)^+Y%NN&96\X-"%JMV_\`O_PV[9Y9PW'L2A*-VS^U-[I[.%>G#UE^&RKD M?;.DJPEB!Y[^/T?)WQ&[OZ?Q\7\5R#<\/RMUPF$+5;E_]^^(7;/*N(6+$HUC M=L_M/>:BSA790]9?A\FY'VSI*L)80_(]XU0\MO"CR!Z0QL/\9R7>\'S-_P`` MA"S6[D?SB\(O6>8\(Q\>4)1NV/VMR#26<"].'K+\+EW8^V<95A*M!E&495C* ME8RC6L91E2M)1E2OI6E:5^M*TJK:I1E&58RI6,HUK&494K2494KZ5I6E?K2M M*JZ>491E6,J5C*-:QE&5*TE&5*^E:5I7ZTK2JKVE&4)2C*-8RC6L91E2M)1E M2OI6,J5]*TK2M/K1\/A\/A,1_+7^3E.1]9]P>)N_V%)[7KG:P[9Z]QKUZ4[] MWA?+:X&'9]OLLZ_C?,(X>5.M:^L[_(9?[B7O^7#\EZTAVKU_C7KLIW[O#>5Y-G5VS@<=Y='#RI5]?65_?U_P!Q+/\` MR\/D?3D'7/;'BYO,^DMGU]LX=H\#Q[UV4K]WB'*WU?]Q-"_+%^4U.2]7]S>(7(=C2>VZTVUOM[KG%OWI3OW>$9QPLN=?7UG?Y'+_<2?TFE))2I@```````````````````` M````!7__`#U_ZS'N/^2?4'^;#C"!#\[7^LG[A_DKU'_FRXR@J_.#_K&.V_Y+ M]4?YM^-J\#\P3_K1.Z?Y(=-?YK.+,-_CNVG[(\]/#3+^Q^(^[Y.=):O[?W?L M^W]N=BOX;\?]SV^E/?[/;ZQ]?=3$CP%V7[*\X/$ M7*^S]_[OD?TWK?9]S[7M_;//M%I_O>[[=SU_#?CON>WT_7]GM]8^ONIA5\;N MU_8WR">$^9]C\3][RFZ+U7V_N_9]O[>[(X[H_O\`O^W=]?PO[1^[[?2GO]GM M]8^ONI9D+)]8PK10```!#U^;/XC*<`O\D\R/%[BM(\#R[]W:]W]5<:UTJ0X- MDW:7LC8]G<5UV+2L+?"\J[3W;C"LVXTU%Z?XNW'\#._3!B'_`#2?$Q3@5_D? MF#XQ\6I'@V7?N[7NOJWCFNE2'",F[2]D;#LSB^OQ:5A;X;E7:>[<8=FW&FIO M3KE6X_@97Z8,3?YCOBKIP:]R'RW\:^,TCPG+OW-IW-UCQ[7RI'A>3=I=OY_9 M'&<#%I6%OA^5=I[MMAVH1IJKT_Q5N/X*5ZF%#%^<[X=:=>7^3>:GBIQ*,>`9 MF1=V_>W4O&-9*D.!Y5VE_)V7:?$];B4K"WPC+O4]^ZP;%N--/>G^+M1_`3OT MP(O*,>C7HJ(`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````````@(_/SK+ MV!\D_965I=GCQA[O=:LVN$:W32MWO=&E/N5OZBWUI[)1^OKZ MTI`S^>C67<#Y'>R,JY]T:4^Y6_J9RI[? M6GLE'Z^OK2D&;YSM;=P?D/[$R;D[M/9*/U]?6E*]/\PQJ[VO^3GL[+N7+[W6;-G@NLT MLK=[W1I3[E;^GG.GM]:>R4?KZ^M*:MNA/_'3I;_&SUS_`-\-,U@]$?\`CATU M_C6Z[_[WZ=K1Z/\`_&KJ#_&CU_\`][-2U0^/O_CWTA_C>ZU_[YZ5:;K0I9CK M8H```````````````````!$@_,0>>TL_8:SP3ZSW4):_7?L;F7D%FZ_(I.F5 MM??9V_!^MY\*2G2=Z[KX^L9V+T*Q.?S!WG=+.V&M\&^MMS" M6OU_['YAW]FX&12=,G:>ZSM^$];Y/MA3VPU<(V-YGPI*5)7KN!'UC.Q>A6*] M\^7G#+-S]=X3]<[B%<#`_9/+>]\S`R*3ID[/W6=KPSKO)]L*4C#60C8W6=&D MI4E>NX,?6,K-Z%8>?YD+Y!9[#8ZOP$ZOWD):[6_L7FOD5G:[)I.F5MO=8W/! M.L,KVPI2,-3;CC[_`&$*2G2=^[KH^L)V+\*Q3D65&(1(P``6!OPI^%=OQ(\0 MM#R+D^KGA=P^05G4=F]@_BK,;>?I=+D8=V?7?";E*V[5^Q^P..["N7E6+T?N MX^UV>9:K6L80I2?5\,/AE;\3O$G1SZY>38NQ^[8VFRS+=:UC"%*3MOAW\/8>*_BEH]]R36S MP^V>][6J[&YY^)M4MYNGT]_$NSX#PZY&L+=ZS^P^/Y]^&_'^2Q]OM,VU*M8PA2FX-MV;8FYL```````````!"C_`#'G MDC3L#R8Z]\<])L?O:+H3A]=UR;&L7XUM?SB=F6M?MKN/F6K5:TNW=1PG`U,[ M-;E?=:KL+\8TC20M.=>1?`O'[39 M_P![2='\4KN.28]F]&MK]_\`L:U@;2Y8R[5JM:7+NJX;@ZN=FMRONM5S[\8T MC[I5E!N_,O\`DW3L3RAZY\:M'LOOZ#Q]X9+>T_!M?J)V*W*^^S78Y$8TC2%_\` M9.C>`7[UG_\`*N9=B9MB5V'_`.18UJ]:K_\`:K=:_P!M1*P_+;^.?_CIY5[K M"_\`LG2/`K]VS_\`E?,.PLRS6['_`/(L>U=M?_[-NM?[:B49^76\>O\`QM\H M]QA__9>EN"W[MG_\LY=S_,LUNQ__`"3'M7;?_P#LVZU_MJ)>GY7WQE_\?_+W M>8/_`-CZ&Z\R+UC_`/*>:]DYUB5V'_Y!C6KUJO\`]JMUK_;12R$K!*,2]``` M``````````````````````!'Q_,5>25>K_$?B_0NFSOL96L?:VK1H<;TE^ID8L\JW7UI25&@/\`,,>1M>LO$[C' M16GSOL8V\?:VKO>O+VMY'OY1N6IQN6 M)YO*+^DQ_27ZE_%GDPKZTI*B.C^9,\FZ]5>'G%/'[29_X?D_DMS6UC[>U:G. M%^/6?65_5^,C MQ[N>,?@UX]]7;#$GA\GKPK'YOS>S?M2LYECF?8E^]S7>ZW.C+ZUR>/7MU'5^ MOI3^#PHK';XT^@)^-'A%T!UCGXD\/DU>&8_->;6;]JMG,L'R2O#[',N9V;UJMK+L\OY M]?OOS(R^M+7@9XY]4['#GA#!GDSJ9O-@(`ZISSA7' MNR>#\QZ[Y;A4V/%>><6W_#N28$O9Z9NBY+JLK3;;%];D+L*5O8&;`\IPZ;#C/-N-;SB7(<&OL],S2MR%R%*WL++G&E:QE2E:^OI5U'G_``?CG9W!.:=;\PP8[+B?/^*0]#=R]H]+\K M]LN0=7<\Y/P;99%NW.W8S[O'=OE:VUM<.-RE)UP-OCV(96/*O]O8O0E_95C? M=_5'(.BNXNS^FN4^V6_ZPYUR;A&RR+=N=NQGW>/;;*UUK:X<;E*3K@;;'L0R M<>5?[>Q=A+^RK6^Z>K=]TAV[V7T_R?TEO>M.;\DX7L;\(3MV,ZYH-KDZ^UL\ M2,Z4E7!VN/9ADV)?^W9NQE_953_?74'(_'_NOM;I#EOMER+JGG_*N![/(MVY MV\?87>-;C+UEK;84;E*3KK]QC8\,K&E7^WL7H2_15Y6\M>9/)4A?\NKY.TZN M\JN5^/6^V-,?BWD9Q>M=%;R;\H8]CLWKO&V>]TD;7W9TQ<6N\XID;C&GZ4I< MRLJWA6J5E*D(I`OY>CR8IUAY20 M'&JUTMO(ORC8L=C\!Q]CN]-&U]V=,;&KN>+Y&VQY^E*7,K)MX=NE95I"*1Q^ M6S\IZ=4^6G+?'+D&RCC\4\E.*5KH+63D2AC8_:76^-M-_HHV?O7*8N+7>\1R M=SC3]*4NY>7;PK5*RE2W%-Y36TRY.P`````````````````````````````` M```&B+YS_D'CXM=$UZ#ZVW$L?O7O_2;#7UR\#)I:SNONJKTKNLY)RKWVI?B, M3</?>EV&!++P ME=UO(^45G;E^(Q=OR65+NJU4J4A*-?Q>3"Y&YAPC[:N/W7WII\_!KE8612WF\$ZQNRN:[D/)JSMRK?Q=MR.5+NKU3"Y&YB0C/0)\]?R+Q\4.@J^/G66ZKC=^^0^CV.NKF:_*I:S^NNI;TKN MKY-RVL[4OQ&)N>4RI=U&GE2D)1K^-RK=R%W"MQN03$&U"<0$@!*V_+U_'O3. MRKOG?VOI*_A=??VW&_'?4;/&E[,K-A&]J>6]J0MW*4MW;&!*61IM3*ONI^)I MG7O;&=G%NUE/?E_O`"F=E7?.?M325_"X%_:\<\?-3LL:7LRLV$;VIY7VC"W< MI2WZ#U> MQQY>S)S(1O:KE/9D(7*4MW+&%65_4:N5?=_QBF;=]L96<:[67!^7+^.>F?E7 MO/[MS12_":Z_N.,^-^GVF++[>7G0A?T_+^V86[E*6[MC7RGD:742K[J?BJ9] M[VQG8Q+M9;26$E.IA``````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````..V^WUF@U.TWNZSL?6:;2Z[-V^VV69RW>XS,?7:G3X&9M=IL,N MY2UBX&NU^//BXUF4YRK]*1C6KC=SN-7Q[4;7?[S.QM7I='K< M[<;?9YEREG#UVKUF+=S=AG95Z7ZMK&Q,2Q.Y.5?I&,:U5B7F#W]LO*+R<[L[ MZV,K_P!OL;GFWVNCQLGWTOZWA^'.&GX3J+M)W+E:7-1Q#6X6-+TK2E96JUI2 ME*^E*SSRZ[YV/D[Y+]T=[;&5_P!G8?.MOM-)CY'OI>UW$<.<-1PO4W*3GE?2LK5:TI2E?2E;WY8=Y['R5\C^XN\-A*_[.P.;[79Z7'R/?\` M>U_$\2<-3PW4W*3G.M+FIXKK\/'EZ5I2LK5:TI3U]*58GF9Y"[/RM\IN\O(+ M92OTM]E=@;G;:'&R??2_K.&X4X:7@NFNTN7+E:7=-P[68.++TK2E96JUI2E* M^E-I'Y>_Q_EVQYR4[1V6!7(XUX[\&W7,Y9%VU6[A?OKRJS>X5P[`O?JUA'*_ M";3:;+&K7T]MW5>ZGUC1L]^`#H.7:OFY3L[98$LCC?CWPC<\RED7+5;N'^^? M*;5WAG$,&]]*PCE?A-EL]CCUK_:W=7[J?6-&RWX&^B9=H^:-.RMC@UR..]!< M+W'+Y7[EJMS#_?#D]J[P_B6%>]:5C')IB[+9;#'K7^UN:SW4^L:-KGY<[QWE MV[YY4[6V>OED\7\;N!;SF\LB[:K=POWXY;9O<'X7K[_TK".7^$VNUV>-6OI[ M;NI]U/K&B=LG+)LR?B````KE?EN\<9^,OGIWCQ+"P88/$N<[R7)X>%#"XG MS?=R[>X)"S:I8Q*<9['OY6ZO86#8I2E+6#Q_D_[2U5JE/I[<#Z?17Z_*?X^R M\#PM6J6<7]VNP[^5N;N'A6:4I2UA:#DO[1U=NE/ MI[<'Z?16G_,+XT3\6_D#[XX?A8$,'A_/-]+N?KZ%BU2QATXIV=D9>\O8.!8I M2E+.!QSE?[3U%J-/I[=?ZT^C6RUQ->+6.SM^-/R:N>)?FETEVUEY]<#A\N2V M>$]E5E/VXT^N^<2AQ_DF7F1^GWK?'89=K;VH>L?7)UUKUKZ>K.7XWO)6YXH^ M9?2O:^7GUP>(RY)9X7V/64_;C3Z]YM*&@Y'E9+7F!TWVEE9U<+B&]AUE/VXT^`\TE#0\ARLN/T^[;T$ MK/SXP?*.[X@>;_`$7V_F;&NOX9/E%C@W9]93]N+/K; MGDH<=Y-EYD?I6];XY#+M;BU#UC[LG6VO6OIZK**,HSC&494E&5*2C*-:5C*- M:>M)1K3UI6E:5^E5CU&49QC*,J2C*E)1E&M*QE&M/6DHUIZTK2M*_2JP^C*, MHTE&M)1E2DHRC6E8RC6GK2M*T^E:5HLZXRC.,9PE&4)1I*,HUI*,HRIZQE&5 M/6E8UI7Z5?+Y?+Y````````````````````````5_P#\]?\`K,>X_P"2?4'^ M;#C"!#\[7^LG[A_DKU'_`)LN,H*OS@_ZQCMO^2_5'^;?C:O`_,$_ZT3NG^2' M37^:SBS!'P>V6/IO-3Q`V^72Y7$U7E'X_P"RRJ68TG>KCX/;'$LJ]2U"4H1G M9OB-MLNERN+J_)WH/8Y-+,:3NUQ\+M7BF3> MI:A*4*3N5MVJ^VE:TI6O]FC";PPV%C4^8?BAM52 MS&D[UX?E7Z6H2E",[M;5JOMI6M*5K_9HL[EF&L@UIV````^G(Q[&78O MXN58LY.+DV;F/DXV1;A>L9%B]"5N]8OV;D96[MF[;E6,HRI6,HUK2M/1]5^Q M8RK%[%RK-K)QLFU\7MWM/)KQWX_.?CER79V:\QX?K+=^_/I3DNUOUA&5BQ2 M-R5OK3>9LXQP[ON]FKR[M,.7LM3Q/="E^8WXH+WC'NMGY*>/>@G/QWY)L[5> M7\1UMN_?GTQR3:7ZPC*Q9I&Y*WUMN\V<8X=WW>S69=VF'+V6IXGNAI?+Q\65 MWQKW.S\C>@M%.?C]R+96J\LXGK;=Z_/IWD6SO5A&5FS2ER5OKK=9DZ1Q+GN] MFMRKM,27LMSQ?=!1^;3X?;WBIO=KY1^-W'9W/&GD^ULUYGPS5V[^1IA3]EJ>'[X]B/\T,HY8`RA\0?+GMSPJ[ MIT/=74&RLVMI@0KJ^2\;V7W+O'.<\2RLC'O;7BG(\6W*,YX.=7&A.W>MUCD8 MF3;MW[,HW+<:LG/$?RR[9\,>YM%W/U'LK5K9X,*ZSDG'-E]R[QWF_%,J_8O; M7BO(L:W*,YX.;^'A.W>MUCD8F1;MW[,HW(4JR4\4?*GM3P\[ATG1<>V/W+G'^:\6RK]B]M.+\@QK$[=VW6-_%R+=N]:E&Y"E6 M5?AKYB=Q>#O>''^\>FMG9M;77PKJN3\8V=+EWC7/>(9>1CWMOQ'DN+;E"Y

3:Q]? MS;AF7E6KG)NM^91Q;5[:<1Y+CQC9G2_BSG66-E4MQQ]ABUAD6:UA/Z95LI63 MK+8``````$"S\P=_K&>2_P"*;JW_`)KSD$WY_/\`6'\D_P`5/5__`#9FH/WS MP_ZP'D7^*[K/_FS,5]_YB[_65_3M7/1__`(U=0?XT>O\`_O9J6H7Q]_\`'OI#_&]UK_WS MTJTW6A2S'6Q0``````````````````,6_-'R@XQX<^-7:'D!R6WCYT^&Z.5O MBW'\B_7'KROG.XN0U?#^-0E;]-_9W??)+>/G3X?I)6^+Z"_?K8_>KF^WN0UG$.-PE;]._9/>O([>/FRXCIJPXSHK]^MBO)^:;:Y'6\ M3X["4/6_2UL-SD6OQ,[49SQ\*%Z_[:QM28H>;WE5Q;PM\8>U?(?E%O&SY\*T M4K?$^.Y&17'KR[GNYNPU7#.+PG;]VL;4E:#S[ MG?*^T.<;<;9OV9>FRKXGO$C_`$OO M,CK_`(IO-=/-ZSZ]G3M3M.MRQ]W!R>-<5S<.YK^-959Q^S.',>2W\/77;7NC M=KA7LF[#U^S+TV-?%AXI?Z6GE]P/BVZU\\SK?@$Z=G]G5N6/NX63QSB^9B3P M..959TI9G#EW([^'K[MKW4NUP[N1FT?X>_#;_`$T/-SKGA^^UD\[J MSK:=.W.VZW,?[V!E<6XAG85S6\6S*W(_8N0YMRC(P=9=M>Z-VN#?R;MNE?LR M]+%Q8;)_RRA````````````=6YQS+C_77"N8=@\LS::WBO!.+<@YER;8RI[H MX''^,:G+W>YS91K6-)4Q==@W+E:>M/7VNL+\&XQO^ M8Z.!H.,ZK+W6XS91]8^ZF+KL*Y.M/6GK[76N9\NT7`.'\LYYRC,IK^ M,\)XUO>7Z.#HN-ZO*W.WS*QK6-*TQM?A7)^GK3^U=4YYS7CO6W!^9] MB\OSHZSB?`>*_> MX.0^0/=O:O=O*JUIO>T>>MM[O9Y&7@Z; M%E?;&^[V[D[.[DY-6M-UV5S?D7,,O'^ MY.[;UUO<[*_E86GQ97)3G3!TN!.UB8\:UK[+%F$?7Z*J7R%[FY'Y$]Y]M=Z< MLK6F_P"UN?\`)^;YN-]V=VUK+>]VN1F8&CQ)W)3G37Z'73LX6-&M:^S'L0CZ M_1Y$\E>5/'']V[=R[N0M6H3NW;LXV[=NW&4[ MERY.5(PA"$:5E.OCC#Q2\-^A^E;^'^#Y'HN%8>[YY"4 M8_?_`)P^97+O+>;V;UVE:RR(:SD.YOX5B,'B1TCT]?Q/PG(-)P_$W/-X2C'[U>>\NN7>4\RLW;M*U MED0UN^V][#L2E]:8N-:CZ1I&D:6A7QR^--OQ'\*_'_H[(POP7)=!P?"WO8$) MQC]^O9'-;M[E_.K%Z]2M99,-7R/=7\''G*OK3$Q;4:4C&-(TS.9CLO6;8``` M``````````````````````KY_F^\DZ^0_GUV3KM7GRR^&]$6,;H[C$8RC2Q7 M/XCE9F1S[+^W;I2W*_/L+9;/&I>]9RO8N)8]9>V,80@%_-=Y'5\@O/'L?7ZS M.KE\.Z,L8_27&8QE&EBN=Q/)S+_.\O[=NGVY7Y\_V.RQJ7O60]>^_.3L/7ZW-KE<1Z2LX_2_'(QE&EFN=Q7)R[_.GSS8 M;''I=]9RNXV+8]9>V,8QKI_G9\G*^1_R$]G:W59\LSA70./C=#\6C"4:6*[# MAV5FY'8.9]JW2EJ5^?8NSVF-2]ZSE>Q,/']9>V,(0QF^-[Q^CY.>;?CUU+FZ M^6RXWL.>8/)^<8TH4KC7>"\$M7^9\LQ,RY*L86+&VU&CN8,95KZUO94(QI*< MHQKC7\='04?)?S4\?NJ,W7UV7',_G6%R;FV-*%*XUW@_!K5[F7*L3,N2K&%B MQMM3I+F#&5:^M;N5",:2G*,:XY_'MT3'R/\`,CH7JS,P*['CV=S?"Y)S/'E" ME<>YPKA-J]R_E&+EW)5C"Q9VNJTMS"C*M?6MW)A&-)3E&-<7/C,\=H^4WG1X MX]/YVNKM.,;'L#`Y3SO%E"E<:[P'@%J_S;EV'FW95C#'L;C3:&Y@1E6OK6]E MPC&DIRC&MEBLB%B6L^P```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`#SNKLC8PU_%.!Z/(VN5&DX1S-MGRK'%TO'=3"Y6D;^ZY'N+]C"Q M(5](UOWX^ZL84E*GA_DEY!==>+'2'8O??:FTAK.&]=SN^Z]= MN3E6_P#DWY$]@>5G=_/>]>RLRM_D7-MOECN>Z]>2?D%SWRC[JYUW=V-F5O<@YIMKF38U MUN]2O%.H=7^.UG"-?[>5]M\NQ+< M?_[6Z]UF7CPV<\:]=C.Q3?[Z_>MZ[6PK&Y_QO)C=G"5BS>K'.'X]_##E'G)Y M(<6ZDUGX[6\*U_MY5VQRW%MQ_P#[7Z_UF5CPV<\:[=C.Q3?;V_>MZ_6PK&Y_ MQK(I=E"5FS>K'-;P$\.^3>;/D1QCJG6_C==PW`]O*.U.58MN/_\`;/`M;E8\ M-E/'NW8RLTWF\O7K>!KH5C<_XUD4NRA*S9O5CGQ\;O@YRSS[\GN)=-ZK\?J^ M"Z[V+>O1G8IR'D%^_;UNKA6-S_C>3&].W*Q9 MOUC9`\,X;Q;KOB/&>!<(T>!QGAW#=%J^,\7X]J[7V-=I=#I<*SK]7K<.W6LI M4L8F'8A"E95E*7IZRK6M:UK8M\.X?QCK[B?&N"\*TF!QOB'#]'J^-<9X_J[7 MV=?IM%I<.SK]9K<.W6LI4L8F'8A"E95E*OIZRK6M:UK80<0XCQK@/%>.<'X9 MI<'CG$N(Z36<$*5E*4Y>GK*M95K6O9G9'8G:`````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````:=_G,\DJ^/W@/S_`$6ISOPG,>_L[%Z2 MT$;CI>28V7G=A94K=N=NY7#GP/69V!*?K[;>1L+/NI*DO;+4)\WGD;7H M+P0Y[H]5G?A>7]]9V+TMH8VYR^]#3F;C=-Z*-N>Y4K= MN=NY7$GPG79N#*?K[87\^S[J5I7VRTO?/1Y-U\=OCX[#T&HS_P`)S3R&S\3H MSCT;5TOUI6&33@W"K^7POA^!D0K3Z0IM, M/<["S+_VK&SC7]"<9^7[\?X=5^%>1VQL<.%GDOD1S;:XV%F7_`+5G9QK^A-=^!;H6/5_AMD=I['$A9Y'Y`\SV?)Z7 MZTK#)IPKA][*XAQ/!R(5I_:4V6)M\^S+_P!JSLHU_0GS?ER/'*'4?@MD]P;/ M"A9Y1Y+<[VW+:9%8UAE4X%P>_F<(X9K\F%:?VE-KA[O8V)?^W8VD*_H]&^1O M4;NT@(```!&*_,I>.%.2=3=,>4>DUT);3K3D67U?SG+L6H?B+O#^;UKL^*Y> M==K#WUP>/WTOI7U]8QG_P`Q]XZ4Y'U3TYY.Z77PEL^MN097 M67-\NS;C^(N\0YK7]I<6R\Z[6'OK@\?Y7K[^/:I25/2]O:_2OKZQC?\`YB#Q M\IR'JWJ'R5TV!"6RZZW^5UMS3*LVX_B+O$^95_:/&,K-NUC[JX6@Y3@7L>U2 MDJ>EW>2^E?7UC%C_`#._C/3DW4'27E;HM;"6UZOY)E]5\\S+%J'XB]POG5:[ M3B>9GWJP]]<#CG+];?QK-*2I2E[D$OU:^[UC#D0_T2="S`%BO\0/D[7RD\$N MHN2;;8UV'.NM\.?378ER]?CD9ESD'`,;#P]5M,Z]6UV%=ASCKG#GT[V#.[?CD9=S?\"QL/#U M>SS;M9RO7LSD7#Z5 MDW\-7E/7RO\``/ISDVWV5=ES[K/"N=*=D7+V1')S;G(NO,;"PM3M<^]6Y*_> MS>2\(R=3L\BYV/MIH``````````````````````` M"O\`_GK_`-9CW'_)/J#_`#8<80(?G:_UD_H_P#-EQE!5^<'_6,=M_R7 MZH_S;\;5X'Y@G_6B=T_R0Z:_S6<6:[/%++QL#RC\;,[,O0Q\3"[]Z=R\J_H,O*OW M/6D+&-C]@\>O7[TZTI6OLMVH5E7_`'J,`_&#*Q\'R5\>AC8>#Y"]+Y MF7D7*UI;L8V-V1QJ]?O7*TI6M(6K4*RK_O46B:SG64RUC`````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`3SR[@^/\`[OU_:O6>9+9<;VTL#4=I];YU M^Y'CW8W#[.5*[\8W^);LRV_$N5:R-V]+4\CTMR_&-ZU[ MYV[EN=N_8N7<:]9O7+!OQL\D>J/+#J+C7=/3>_IO.)M>Z=NY;G;OV;EW'NV;UR?+XZ>1/5GE-U/QSN M3J#?4W?%.06Y6;^/?A#'W7&][BPLRVW%N3:Z-V]75\@T]R_&EZU[IV[D)PO6 M9W<>[:NW+(/Q=\G^G_,'IGBW>G2/(J;_`(;R6W.QD8V1"WB[[BO(<2W9EN>( M/O_CWTA_C>ZU_[YZ5:;K0I9CK8H``````````````````$,W\ MQUY;2YQW)P/Q#XOL??QSIK!Q>>]CV\>_=^WE]F98_\`<3GQ+@>; M#(LW(^M?=R"];EZ5MH='YB?RPES;N'@OB5QC8>_CO3N%C<[[%MV+UW[>7V5R M_5TGQ_5YEC_W$Y\3X+FPR+5R-:U]V_O6Y>E;:(E^8*\IY_=^WF=H\TU-)\;U.;C_P#N+D^']?YT M,FS=C6M?=R*];EZ2M(T*-LCJ(O@``)UGY?KQ3CTAX?W>[.0ZO\)SWR7VUOE5 MN[D6[5,O$ZOX]+,U?7^%2M(RN0L[BY>S]S&M)^V[C['']T:2MIQGP%^+$>E/ M$:[W1R#5_A>=^26VM\IMWLX#ATK2,KD+6WN7\_<1K2?MNX M^PQ_=&DK::[\$OC#'IGQ/N=Q;_6?A><>1>TM\GMW;]NW3*Q>MM#7*UO!,.E: M1E.%K;7+V=MZ5I/TNX^PQ_=&DK:?-^7:\2(]$^&=WO+DFI_"=@>4.XMV]C;+&]T:2MM\C>HW=I`0``` M````````#1A^8#\DH]+^$&1U;J"\>N8O*>P-E M9C6,HWL6];QM?ILF/TK]K=^M*TK3U:/_`)\O(V/3?A1D=8:G-IC\N\C>3X?! M,>W;O4M9EG@_'YXW)^?;&S&L94O8UZWC8&GR(_I^UNO6E:5IZM*_SL>0T>H/ M#/(ZTU>;3'Y9Y#%:&>-R7G>QLQK&4;V-=MX^!J,B/TK]K M<>M*TK1H3_,1^3<>D?!/)ZHT^?'&YGY.Y.?6KD*7,:O&^N;N)L\#$S;-8RC?U^]YG?U.LOPKZ4K:SI-DWQ*>. MU6LO MPKZ4K:S9-B_Q3^/4?(_S@Z?XSL<"F?Q'@VQN=NZ^PK5R%+ MN-7C/6E[#VFOP\ZS6,HW]?O^;7]1J[\*^E)6L^7U6,"PZ6`*RE`````````` M```````````````&,7F?Y"8'BMXM]V]]9ES%CE]?\&V>9QK'S)6Z8^QYMM/M MZ+@NJNQN5I2Y:V?+]IA69TI24OMSE6E*^GHQG\R/(#`\7/&#NGO;,N8M,K@/ M"-GF<&7QY7LL.S.E M*5K[)RK2E?3T8L>;?D9K_$SQ1[T\@LVYB1S.N^!;7-XQC9LK=,?97D79>LKE_(R+LISE7ZUE6M5:'L=AG;;89VUV>5?SMEL\S M)V&PSLKE[(OW)3G*OUK*M:JLO9;+/W&QS]O MM3=E6LKM_)R+LISE7ZRE*M4J7\L_X M[_BMUY`>5&XP/6SJL/6]'<%S+MC[EN6?L9:_FG8EVQ^_*/;X/K:U>)K>DN#Y=VQ[[A6L8RK2ODUML+UM:S%UW3'" MLN[8]]N6;GRP.8<^N6+ERGMLY6%AX^BM1G#UG6UF78UK&-:TG+/_`"O/C?\` MBMWY$>6>YU_K9U.'K.A^`YEVQ]RU+8;*6NYOV1=L7+E/;8S-?@8W';49V_6= M;.=>A6L8RK2>X]9V:_=KB4Z_VNRRY6_;.$[^%9K6E*QC.&H[YM/'6G?O@9V+ MM-;KIYW,.C3^!XS;R,+G>/65FOW:XE.`[38YW@SV%LM=KYYO+ND\K"[DXY]BU.>1^"XW;R,/G%BLK5?NU MQ:<$V>QRI6_2<)W\2S6M*5C&<--7SO\`C13R)^/3LS:ZO6SS^:]`YF!WGQ;\ M/9N3R?V?Q6WDX/8./6=FOWJX=.N]ML\R5OVSA2].PO&WF_CCO<^EWD70O)Y;CB]F]=E] MZ[UMV)E9VUM6+%NY2LK]-'S6QM/NSC*L;5K88UOVPI[:SF+_`)?GR/IS_P`= M>:>/&[SZ7>0=%\EEMN,V;MVOWKO778.3F[2U9L6[E*RO4TO,K.S^[.,JQM6L M_&M^V-/;6^,?(-C&]R;QYY7/=<3Q[UZ7W[O5_9>5G[>S8 MQ[=R-97XZ'G=C;?>G&=8VK6QQ;=8PI[:SD8I#R0"DI@````````````````` M`````````````@X?/#\A,?)#N>WXT=7;^67TGT1N\NUR/-UN52YJNP.W\:-_ M6[;9QG;I[,W3\#LW;^KP)TK6W[EY^QV.??MXN%@X6)8C. M_E9>7DW8V[=N$:SG.5*4I6M7[=;K=AN=CK]/J,'+V>UVN;BZW6:W`Q[N7G;# M89U^WBX6#A8MB,[V3EY>3=C;MVX1K*-3VW+EJ]L;V9DVZTAD1A&?3\ M7_@_KO";QTU>DW>%BR[G['AK^7=Q;:W]B]=L;B6-/MN7+5[87LS)MUI#(C&-D1\1GQ]ZSP$\7M1H-_@8.ZM?A[][ M'WSLJW6D,F,([/6S-LB;40```` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````$&[\Q M#Y*?SK^8.BZ,T^;]_B_C;P^SJLZW;G[[%SL?L.QJ^4\KOV[L*TMW(8G'+6BP MI1_6E8RL7(C6M*UK&,(W\P?Y'_SJ>76CZ0T^9]_C'CCQ&UJ\VW"7OLW.Q.P; M&LY/RJ_;NP]+=R&)QVUH\*4?UI6E&%SH_R"LWYX7&-)A:BUDYD,?JF_9EL,S\ M)6]D3IIA/ICO>S?GA\1EQQ^L+]J6=E_A?NWYTN M7/N7IRE6# MQ;18.FM9.;#&ZDR+,MCF_A*WLF=+EW[E^G?U\GQ1?TJ MO_(WR1_]'C^O(^+;^E!_Y*>1'_I(?UW/Q@_TF_\`R8\A/_2<_KHOC2_I)_\` MD[W[_P"EA_7R?%%_2J_\C?)'_P!'C^O(^+;^E!_Y*>1'_I(?UW/Q@_TF_P#R M8\A/_2<_KHOC2_I)_P#D[W[_`.EA_7R?%%_2J_\`(WR1_P#1X_KR/BV_I0?^ M2GD1_P"DA_7<_&#_`$F__)CR$_\`2<_KHOC2_I)_^3O?O_I8?U\GQ1?TJO\` MR-\D?_1YC'YH?*O\5GDGXI]]](7_`",O;G+Y]UOR#`X[@8_3/>]B_+FFNL1W MO`\JS=V_6.MU=N]KN::K`R(UR,C'L^MJGON0CZRIC1YD_*9\7'D=XL][]*7_ M`"'N[C*YYUSO\#C^#8Z<[SLWYY"/K*F.'E]\G7QD^0WC%WATU?\`("[MLKG/7N]P=!A6.HN[;-^7,-?8 MINN$9-F[M>N-=K(7<#F&LPW'5NLU-N]K>;ZG7Y,:Y.3 MCV/=9I[[D(^LJ0;T(Y"\0-P!(S_+D>3E.N_)7GGC7O\`84L<=[^XO7=<4LW[ MLOMV^R^N,;.VEK$Q;.&]SZ6>/=]<8KN>+6K]V7V[?9/76-G;2UBXMN5/M6*[WA.3M)7I^Z,KMS M6XMOTE7V^D@3\OQY'TX#Y$-YGTLZ#O/C7[8XQ:OW9?;M]B]?8^;L[>+C M6Y4^U8KO.&9.SK>G[HRNW-=C6_25:Q])*WY:7RFIUOY/<_\`&+D&QC8XWY#< M4_;G$K.1>E]NWVAUGC9^VM8F);E3[./7D'!,K;2OS]T97;NLQ+?I*OM]LUU- M`3%$Y(```````````````````````!7_`/SU_P"LQ[C_`))]0?YL.,($/SM? MZR?N'^2O4?\`FRXR@J_.#_K&.V_Y+]4?YM^-J\#\P3_K1.Z?Y(=-?YK.+-8W M0THP[RZ8G.48PCVQUU*4I5I&,8QY?IZRE*5?2E(TI3ZU:TNBI1AW?TW*4J1C M'M7KV4I2K2D8QIR[45K*5:^E*4I2GUJUP](2C'NCJ&4JTC&/:'`)2E*M*1C& MG*]36M:UK]*4I1JR\?Y1AWSTE.9<%YEJ#\QU.3I.2\:W>-3*UNUUN52GOLWH>L;EJ]:N1C=LWK4H7\>_"%VU.%R$94 MZCSW@7#>T>&\CZ]["XYJ^7<*Y=J\C2\CXYNL>F3KMIKLFE/?:NP]8W+5VU4]9=F\6T_->!4<7WV+3+ MUFWUF72GW+-ZWZQN6;UFY&-VQ?M2MW\:_;A=M3A=A"<:_P#^4_XR>:>`79_[ M7T5,[E'CCV'N=C7J_FERDK^9H+_\)G?S<\WNQC[;')]1@^M<;*K2-G[ M?/KUKS"=)7\O1WO6YF_S?'9ED6:0NV\O&Q=4+5:U?-1@`V*?'#\B'9/Q_=Q6>4:FNRY3 MU!RR_BX/;G5L,V-G%Y'JK?NM6-_I(Y-98>OYMQREVMW"R*_;I?A[\6].-F]* M4-A?QU_(/V/X#=OV>3:FNQY/U'RJ_BX/;/6$,V-G%Y%J[?NMV-]I(Y-:X>!S M3CM+M;F%D5]E+\/?BWIQLWI2AG[\?/GSV'X)]M6>2:NNQY+U1RB]C87:G6D, MR-K&Y!K(>ZW8WNFCDUKB8/,N/TN5N8>17V4OP]^+=G&S>E*&R7XS_DA[-^.[ MNBQRK3UV?*^FN77\3`[BZHMYT;.)R74V_=:Q^0Z*.566%KN=<:I=E=P_$O3C8ORE"PKZ6[FZX\@^L.']P=36<#YOJ;&VTNUPKMN4X4G2L,S5 M[/'C.=S6;S3YD)XN=AW?2]B95J=JY2DHUHL!^FNXNN^_NL^(]N]4\DPN5<%Y MMJ;&VTNUPKMN4H4G2L,O6;+'A.=S6[O3YD)XV;B7?2]BY5J=JY2DHUHGH]0= MN]?=[];\3[8ZNY%AG/2GJP```"#?^9"U?[/\ M]>$9?W_O?MSQCZ_VGV_M?;_"_9[#[GW/;Z?J^Z M4([\Q?K/P'G9PG+^_P#=_;?C1P'9_;^U]O\`#?:[![9TWV/=]R?WO=^R/N>[ MTAZ?<]OI^K[I0O/S"6L_`><'#,K[_P!W]M>.'!-G]O[?L_#?:Y[VII_L>[[D M_O>[]D_<]WI#T^Y[?3]7W5@;_F9M5^SOD$X)F??^]^WO%GKO:_;^U]O\+]GL MCN+1_8]_W)_?]W[&^[[O2'I]SV^GZONEI8Z$_P#'3I;_`!L]<_\`?#3-,W1' M_CATU_C6Z[_[WZ=I[Z/_`/&KJ#_&CU__`-[-2T>^/O\`X]](?XWNM?\`OGI5 MINM"EF.MB@````````````````!T+M3L;CG3_6787:_+[T['%NM>%QL*4+,*RI[[LHQI]:NB=H]B<>ZBZU[`[4 MY;>G8XOUOPSDW.>07+7L^_\`LCBVFS-UGV\:-R<(7,N]CX4H6H>M/?,:C+W.=#&CK>QNW>97IX_$^L.#\IY]R.Y:K;^_\`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``````````` M$##Y^/)2O=_G)M.M]/L*Y7#?&[CF)UMA6K5R,\&[S?95M\C[$V5JE+DY0S;. MPR\739-*TAZ3TE*4C]/?."C\\_D?7NOSD]+2E(_3W3A!?.=Y$5[E\T-EU[J< M^N3Q+QZX_B]>8ENUW>3 MV.ON#Y618G&['@W7L[US?[#6Y%:1C

0\UV,\2_2E9?P_'X_H]*^LQ/\N/X MY5XITKVSY-;O7_;VG;/)K'`.$Y.18E&['A'`)WKF^S]=?K2D9X/(.9[">+?I M3W?PV@C^CTKZRZOR\GCS7BW3?:GDENM?]O9]J\DL\$X9DY%B4;L>%<#G=N;W M.U]^M*1GA;[F.?/%O4I[OX;11_1Z5]9L/Y8[QDKQ#HON+RIWVM^WMNXN4X_7 M7!,K)QYQO1X%US.]T$LSC?`\')I&Y6=W"VV_O[3*E"4:1I>U-F5*UK3Z1?OS(?D?75<-Z5 M\5M'GUAF3*$HTI2]JK, MJ5K6GTC/_F)/(>NKXATUXOZ7.K#+Y5L/9N1C/]@Z*67Q[A&%D4C.L[ MF'M-Y?V63*$HTI2]J[,J5K6GTB??F?/)VNHX3T5XBZ#8UMYO,-GE=U=BXMFY M&%S]W..RS>,]?X&52-RL[N%M^07]KE2A*-(TO:BQ.E:UI](@Z)`BCH;"97\7 MWR4_&=XB>%/4'4'+O(.O'NQH8NYY;VAK[G47=VSOV>=QLF];N8^%;K[JRK5,/^,CY'_C8\2_##J/J/EG?]>/\`8D,; M<\L[-U]SJ7NK9WK7..5;?+V.PQ+VRX[UOM=)L*:;75Q-=:O8V1=MW,?#MU]U M95JES?&S\B'QS^*GAWU1U1RKOBNA[`AC;?E/9.!/JGN797K7-N4;;*V.?BWM MCQ_KO::7/II]?7%U]J]CY%VW?%WX<^#?3737,?(N7' M.RH8N[YAVIKKG3G>NUOV>?MKB:RS?Q1'_I(?UW/Q@_TF_\`R8\A/_2<_KHOC2_I)_\`D[W[_P"EA_7R?%%_ M2J_\C?)'_P!'C^O(^+;^E!_Y*>1'_I(?UW/Q@_TF_P#R8\A/_2<_KHOC2_I) M_P#D[W[_`.EA_7R?%%_2J_\`(WR1_P#1YQVW^;+XH]_J=IHMUY)X^STVZUV; MJ-MKY\CL?9:?:O9:3<>0V/L=3N,#,U6TU^7TSWY=Q<_7;#'N8F;AY-J75GMN8 M^5C7I0G&OTK&5:.-W/SF_$=R'4;70;SRP]CJ]GB MW<+88.59ET][;N-EXE^=N<:_2495H@*=AX7#M;S_`)SKNO-SE5KLW>\.Q=UFV.,[G+U^;8QLS!RMGI;=B_'PO?9F)DX& M9N^)XVXS+/'-OE8.99QLO"R=EIX6;T[-VW;N6Y3K&48RI6E*];L?!X9K.P^> MZWKC=97)>O-?S3E&#P+D>=A96MS=_P`,Q-YG6.+[K,UV=8Q3M/%KSMZBY+M=C37<%['S9]-=B7+U^ M6/AV^/<_RTSKM9QL6<+CG-,;5;*_Y.'AZS9YMVLXV;.'QWF6/J]C?N7 M(RI''Q;E*>VM?='8]\47DA3QH\V>J>1;/84P.%=A9D^H^?3NWY8^);T/.LC$ MP]9LLR[6<;-K#X_R_'UFPOSG&5(X^+'ASX]W>M^ MN]]^"\AN]M=L='Q"YK\FD=IP+A'K^"Y9V-<^W25[!S/LW):[2W*RLW);&]/) MLRG^S[T&F;YGO/Z'B!X_W>N>OM[^#\@>\M?L-)Q*>!DTCL^"\*K7\'RKL.?V MZ2NX.7]JY+7::Y65JY787IY-F4_P%Z#3Y\Q'GC#Q*Z&N=>\!W?X/OONS`S]+ MQ2>!DTAL^$<-K7\'RCL"?VZ2NX65]JY+7ZB=96IUS[L\BS*?X&]%H^^<;Y%[ M?A;XYW>L^M]_^"\CN_=;LM#PVYKLFD=KU_P6M?P7+NRKGVZ2O8&9]F[+6Z2Y M65FY+97IY-B4_P!G7X("\I2E*LI5K*4JUE*4JUK*4JU]:UK6OUK6M4#F4I2E M64JUE*5:RE*5:UE*5:^M:UK7ZUK6J#7*4I2K*5:RE*M92E*M:RE*M?6M:UK] M:UK57LRE*U7`O=+&U]V-*TG MO)3N0G"[K:TG)>^`?X_Y\\YC7S9[2TM)\+X!LLS4]&ZS88\)V>1]@XU/7WNEC M:^]&E:3WLIW(3MW=96,YCJ8$EM)IX``````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````#SGM_L_C/2?578W;_,[_`.'XKUGPKDO. M-[*-RU;OWM?QK4Y6UO8>']Z4(7=CL/PM+&-:]?=>R+D(1I64J4KYYVYV;QKI M?JWL/MOF-_\`#\7ZUX9R/FV\E&Y:MWKNOXWJLK:WL/#^].$+NPS_`,-2QC6O M7W7LBY"$:5E*E*^?]K]D<[E&Y:MWKN!QW5Y. MTO8F)]Z4(7<_.IC?9Q[?K[KM^Y"$:5E*E*^:]R]J<6Z-ZE[*[EYMD?AN)]7< M'Y/SS?RC5;G,W>PCCPE6M;6+;R MA[J6I;?DVWR]SGTL1E6M;>-;R\DOP]U+4]URS=9N\V,<>$JRK:Q;>5G2C:A3Z6[<8QIZ4I2CL M/4/0/=_?^UVFCZ0ZF["[7VNDPK6QW6%P'BFYY/ML9 M-^$H6I7I0I=G&L8^M:5H[!U)T+W7WWM=GI.E.J>?]J;72X=K8;G#X'Q7<FNK> M>=H;338=O/W&'P;B^WY)OL9-Z%86I7JPI0^WVNAZ)Z@[&[=V^BPK6RWF%U]Q'=6IP\F MUK,?*OPE"U*_*W2[.-8P]:TK1D#_`%:GR`?T.O(;_)AR?^(O?/ZM_P`]_P"B M!Y!?Y,N3?Q%[M_5W>=?]$KOO_)MR3^),B?ZL+Y$/Z%WD=_DLY3_$#^K4^0#^ MAUY#?Y,.3_Q$_JW_`#W_`*('D%_DRY-_$3^KN\Z_Z)7??^3;DG\2/ZL+Y$/Z M%WD=_DLY3_$#^K4^0#^AUY#?Y,.3_P`1/ZM_SW_H@>07^3+DW\1/ZN[SK_HE M=]_Y-N2?Q(_JPOD0_H7>1W^2SE/\0/ZM3Y`/Z'7D-_DPY/\`Q$_JW_/?^B!Y M!?Y,N3?Q$_J[O.O^B5WW_DVY)_$C^K"^1#^A=Y'?Y+.4_P`0/ZM3Y`/Z'7D- M_DPY/_$3^K?\]_Z('D%_DRY-_$3^KN\Z_P"B5WW_`)-N2?Q(_JPOD0_H7>1W M^2SE/\0/ZM3Y`/Z'7D-_DPY/_$3^K?\`/?\`H@>07^3+DW\1/ZN[SK_HE=]_ MY-N2?Q(_JPOD0_H7>1W^2SE/\08Z]M=&=R]"[[$XOW7U;SSJOD&PP([77:GG MG%]OQG+V6LG8O&NXNM.;]9;[/P8[/7ZOF_&]KQS+V&NGF=ATOPE;E7&E)4NX&?3&K8R+=:2CN.9<=YII??6M+%[.X]M,;9V\/+I2DJ7<'/ICUL7[=:2C,=Q]9\`[8X7ETSN)]D<.X[S;CV3[H2N5 MU7)-5B[;$M9-+ M3ZG$V^':R:6Y2C9S<:UETM7[5:^ZU>A*$J4E&M*=_=]=Y>A@```````````` M``````````K_`/YZ_P#68]Q_R3Z@_P`V'&$"'YVO]9/W#_)7J/\`S9<905?G M!_UC';?\E^J/\V_&U>!^8)_UHG=/\D.FO\UG%FIO@7_7GA?\K..?\\8;5/P7 M_KOP[^57'O\`G?#:N>$?]=.(?RHT'_.V(U"]??\`7WA'\K^-?\\X2UD6FRSP M6W(```````#S'N7IOK;R`ZTY;U#VWQ;7[TNQM^M)1E6ES%S\#)CZ9&LW&JRX0R,/,L2AD8F3;A=MRC.-*T\X[LO(CJ_E_3GO\D7QU=C_`!]=O4XWM;N; MRWJ#F5S-V'4W9WX*5FSNM;8NUK?XUR+[-J.%K^<\>M3A3,L6ZTM9%J=O*LTC M;NUM6J_KY&/CT[%\`^VZ<39I&%VMNU`P^0KP![!\$.UJ<>V=W,Y5U1RZYF9 MW5O9'X.5FSN-?9N5K?X[R#[5N.'@\TT-N<*9=FW7[=^U.WDVJ1A59I&W=K:M:Y6N]K]:U`!MC^*SY-^7^`G9_[%Y)L4 ML\AUMB%N&7C^^EG:85O[4Z?>MXMZQM&^,CY'>5^#/9/['Y#::/7[P7G/$>S>&\8 M["X#O]?RGA?,])K^1<8Y#JKLKN!M]-M,>&5A9EBLXV[MO[EJY3W6[D87;4Z5 MA#LSI*%R$9QE&G;7:W:7; MP``0AOS*D9?Z<_4\O2OMKXG<'C27I7VUE'N#O6LJ4K^BM8TE3U_W/6B%)^9` MC+_3?ZJEZ5]M?%3A,:2]*^VLH]N=XUE2E?T5K&DJ>O\`N>M$-'\Q%&7^FGU? M+TK[:^+O"XTEZ5]M91[8[KK*E*_HK6-)4]?]SUH@G_F>8RIYZ]12]M?;7Q#X M'&DO2OMK*/A/_'3I;_&SUS_WPTS2AT1_XX=- M?XUNN_\`O?IVF;H__P`:NH/\:/7_`/WLU+1+X^_^/?2'^-[K7_OGI5INM"EF M.MB@````````````````!HN_,'=ZWNJ_`_(Z]U>7]C=]_P#8?&>`7(6KGV\N M'$M%^(YWR?+M5IZ5KCW;_&\#79%*?VUK95C7]6M6C[Y_.\;W5O@OD<`U>7]C M==]]@\;X%395JM/2M<>[?XY@Z^_&G]M:V-8U^E:M*OSQ M=UWNLO"._P`#UF5]C<]Z<]X[P6Y"W<^WE0XMI?O\VY)E6JT]*UQ[E_CV%@7Z M4_MK6PK&OTK5H1_,7]^7^I?`#)ZYU69^'WGD/V/Q?KR["U=^UEPX?H?Q'/\` ME679K3TK7&NY'&=?K\E M-Q@?MNO-^R+EZ6SS]=DUIZ?B]'PS29.+?C3ZTM;R'K_; M421/RXOCY^]G>W;?D=M\'[FKZCX=C\'XGD7['\'7FO8T[U=EG:_(K3T_%Z3A MVER<:_&GUI:W4/7^VHD3?EX^@_WI[P[6\A]MA?77 M,6Y.5O\`:>;J]?>N:C26IQC*LMC"L__`+V_'UK2GU>1=^]O:/H/I3M+ MN?D=;1[*Y3TN;#? M7L,RY]YYRWE/.>49L]ER;F?(]WROD6Q MN4]+FPWO(MGE;?;YLZ?7TGE;#,N7*_[\E;+R[E.[YSROD_-N39L]ER3F'(=U MRGD&QN4]+F?N^0;+)VVVS9T^OI/*S\NY.O\`OR55/->8<@["YERWGW+,^>TY M3SCDV^YAR79W*>ES8\@Y+MDY0A6_F9N3"W#UK2GN ME3UK1R_']#N.4[[2<8X]@7]KO^1[?6Z'1ZO&]MZ5/6M'+:'1[;D^\TW&M!@WMIO>0[;7:/2ZS&]MR\S(A;AZUI3W2IZUHYGCG'MUR[D.BXIQO79&WY%R?-/CMTWT1HOL MSQ.L>!:'C67EV(QA#:[ZUBTRN4;VL8V[4?O<@Y+E9>=<_5CZW,BM?2BS2\8> MD=/XW>/?3_1FD^U/$ZTX)HN.9659C&,-IO;6-3*Y/O*TC;M1^[O^2967FW/U M8^L[]?I19)>-/2VH\=>@NI.DM+]J6+UQP?2<>RLJS&D8;/>6L:F3R7=UC&W: MI]W>\BRAM+XP>-W2O0&A^S/#ZLZ^T'&,O+L1C"&VY M!9Q:9?*]_*,+=F/WN1D(^MS(E7TH]Z>[O<&00``````````````` M``````````K7ODO\E/\`2N\U^].V<#/_`&AQ"G*KW"NN;EN_]_#EU_P.-.,< M=S\#]6-+6/R2WK[FWE"GK[;^QN?6OZ5<-\DOD?\`Z5'FAWCVK@9_X_B-.4WN M%]>7+=_[^'+@/!8TXSQ[/P/U8TM8_([>!Q*\%X1&G&]!G8/TI2UC\AA@SVLH4]:1OY]S MZU_2K%/E!\G?]+GSE[[[>U^P_:/#:O>M^P>VN6ZK@75W">5=A\VWD[T-1Q3AFBV M7(]_GTQK%S*R[N/J]3C967/'PL2S.]?N^VENQ9A*Y8[J=Z.JXQQ#2;'D.\SJ8UFYDY M5S'UNKQ\G*ECX>+:G>OW/;]NS9A*Y.481E*F'77/6?8O<',-1U]U3P;EG8_. M=].]#3\2X3H-GR;D.PIBV+F7F7<;5:C&R\R>-@X=F=_(N^REJQ8MRN7)1A&4 MJ94_U:GR`?T.O(;_`"8=?\`1*[[ M_P`FW)/XDRT_JPOD0_H7>1W^2SE/\0/ZM3Y`/Z'7D-_DPY/_`!$_JW_/?^B! MY!?Y,N3?Q$_J[O.O^B5WW_DVY)_$C^K"^1#^A=Y'?Y+.4_Q`_JU/D`_H=>0W M^3#D_P#$3^K?\]_Z('D%_DRY-_$3^KN\Z_Z)7??^3;DG\2/ZL+Y$/Z%WD=_D MLY3_`!`_JU/D`_H=>0W^3#D_\1/ZM_SW_H@>07^3+DW\1/ZN[SK_`*)7??\` MDVY)_$C^K"^1#^A=Y'?Y+.4_Q`_JU/D`_H=>0W^3#D_\1/ZM_P`]_P"B!Y!? MY,N3?Q$_J[O.O^B5WW_DVY)_$C^K"^1#^A=Y'?Y+.4_Q`_JU/D`_H=>0W^3# MD_\`$3^K?\]_Z('D%_DRY-_$3^KN\Z_Z)7??^3;DG\2/ZL+Y$/Z%WD=_DLY3 M_$'C?<'BUY(^/V!J=KW?T7VIU5J=]EW-?IMMSKA._P".ZG9[&U9GDW-=A;/8 MX5G`O[&&-;E=K8C<^]]N-9^WVTK5X_V[XP>1G0>#JMIW7T?VCU;JM[EW,#3; M7G'"M]Q[5;/86K,\BYK\/9;#"LX-_80QK5QS[5F>1*]S>)_DUX[8&GVW>W0G;/4NHY!F7-=I-QSW@W(.-ZC:;* MS9GDW-;A;78X-G7W]E#%M2NUQXW*WOM1K/V^VE:O!7A+P]CZ^8RE&5)1K6,H MUI*,HUK2494KZTK2M/K2M*OF,I1E24:UC*-:2C*-:TE&5*^M*TK3ZTK2KYC* M494E&M8RC6DHRC6M)1E2OK2M*T^M*TJ^8RE"491E6,HUI*,HUK2494KZTE&M M/2M*TK3Z564/QI^3E/+?PNZ4[VQL;=/=6OU6//QN^2]/+'PUZ7[9S]A3/YC3CL.&=DSE M=E=RJ=A<)K30$/67ML;&W^M6OU6'OQV>1]/*CQ`Z=[ M4SL^F?R^G'X<.[%E*[6[E4Y]PSTT7(,S-]T:5MW^0UQK6VA#UE[;&PM_6M?J MLZOC`\IJ>87A#T;W%L=C'8\VIQJ'!^T)RO2O9=.R."5IQWDF=G^Z-*VLCD]< M2SNH0]9>W'V5NGNK7ZL[FMNN5DTQZ1MX.HU5B[=LQS=YOME=LX6#C MTE261F9%NW2OK*CRSN[N3@?CYU/SON?LS;0TW">O>/YG(-UE>MNN3D4L4I;P M=1J[%VY9CF;O>[&[9PL''I*DLC+OV[=*^LJ/,.Z.W^#=!]6%JM99NW+4\>U-Q#2<$ZVXWF\CWF7ZVJY633'C&U@:;4V+UVS'.WW(-G>LX.! MC4E&63F9%JU2OK*BM;\N_*+L'S&[_P">]]]C7YV]ERS8UM:'C\,J>5K>%<-U MU9V.,<-TU96[,*8.DUWI&=R-NU7,RYWLJY'[U^[*M<'Y:^3G/_+_`+[YWWOV M'>G#93KN&2G._+7O3G'>/8%Z<-CRC/K:T>BADSR=?P[B.!6=CC?$=364+,* M86FP*TI.Y&W;KEY4[V37:>;_D?PKHOB4K^OUN?U.L83E..77@YXC\R\V/(OA?1_%*W\#6YUR6_P"P>4V[ M<;EOAG7>HR,6G).0SC.,[<\SVY5K#P+4J>R_LLO'MRK&$Y3CECX4>*',/,SR M#X=TKQ:M[!UV;?X/U_Q MS5\6XQI[%93CAZK4XT,;'^]?G6M[+S;_`+*WGNO>&]6]>Z:QQ_A/`>.ZSB_&=18K*=,35:K&AC6/O7[E:WLO,O\`LK=R M+]RLKN1?G.Y.LIRE6MAAUKUUP_J/@'#^L>`:>SH>&<%X_K>,\;U-BLITQ-9J M\>&/8^]>G6MW*S+_`+:W+]^Y65V_?G.Y.M9RE6MFWU5U?PCI3K;A'4G6VDL< MLIQPM1J,6&+C_`'K]RLKV9FY'LK=R,B[65[(R)SNW)2G. M5:]\=Z=W>@`````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````(]OYBOR4KUAXF<5Z"TFPKC\E\B^8V[>XLV;D8WH]:];W];R/?> MZ=NY3)QI;+EN1H[$?I2WD8U,JW6M:4E&L?\`_,,^1]>L_%+BW0VESZX_)/(; ME]N&XM6;D8W8]<==7M=R+>^Z5N=,C'KL>5Y&DL1^E(9&-3*MUK6E)1KH:^?W MR(KUOXM\8Z,T^=6QR+O_`);;AMK5F<8W8]=]>WM?R#>>Z4)TR,>6PY3?TMB/ MTI#(QOQ5NM:TI*-8YGYD[R=KU7X@\2\>M'L98W)_)3FENWNK-BY&-Z/6/6=_ M65\`'CM3IKP6 MUO8^UP/PO+/(OENV[%RKMZW&&;;X;J)SXGP/`N2C&GOP;V)J\O;XWK65?9N: MUK6GK[8SJ?@1\>Z=/>#VN[$VF!^%Y5Y#Q-9E[;&]:RK[-Q6M:T]?;&;S\%?05.H_"G7]@[/!_#VU_P"$Y?Y)\OV_9.7=OVX0SK?"M/J[MTFO_$\L\;.56][E7+5K M[F5UO&N98]N$*?M::&_P`P/XV?SM>( M6K[JTN!^)Y7XX\HM[S)N6K7W,JYUUS>]KN.GV%R5?6-G& MPK\JTI3UK31I\]GCI_.KXEZSN33X/XCE/CQR:WN\BY:M_VMZC/N2^L;6-A7I5IZ>M:1Z_P`QUXO?SQ^%^I[TT>N_%UG&.:XUJ$*?+'+/'??;#[_*/';E5R[Q^U>GZWKW6/8N3L=]J(QG=N2O MY<]-S&SN;$ZTI[,;%O8=JGI3VT35OR\ODO\`SE^+O*_'O>[#[_)O'OE%R[H+ M5Z7\-=ZS["R=AO=3&$[ER5[+GI^7VMQ9G6E/9C8MW#M4]*>VB95\`/D?_./X MR\IZ"W>?][DG07)KEW16KLOX:[UQS_)S]YJHQGX_P"2?4'^;#C"!#\[7^LG[A_DKU'_`)LN,H*OS@_ZQCMO M^2_5'^;?C:O`_,$_ZT3NG^2'37^:SBS3ICY%_$OV_9G&Y9O6;UN4;EJ]:N1I*,HUI6-:4K2OJU!6+]_%OVM&ES'R,C$R+&7B7[V+E8 MMZUD8V3CW9VMRC/R3AO*L24*^L;=O:\?W%FW=IJN4\9V,K M=RYI^2:._=K^K/*+J;E/3/UT&WM6[M-5RCC6PE;N7-1R/27[M;F-D0I7],K=R-RS3/5?)^GNW./8_(>(\FQ90KZTA;VFBVUJW-H^?<)=NVYPG=QK M^-D7J^[ST\$.U_`OMZYP#G<*[WAG(:[#9=6=F86)/'TG/..X=ZS"]*EJL[U- M5R?24S+%O:ZV=R<\2[=A.$KN->Q[]Z!)YS^#G:?@QVSIJ^2Z:F79M[373N3GBW;L)PE=QKV/?NUPWR&? M'QW!\>?=%WKGL&W7D'!^25V6TZD[3P,.YC:+L+C6%?L0ORI:KMLVZSK3_CN-2N1"]8S= MVGQ%_*;MO#+F.-TWV_LLS:>,/.-U]S+OW:YN?F].\ASY5C^3S:>'O+L;J#MK8YFS\:N:;C[F7>N MUS,_,ZBW^?*L9\LT.)9I?NWN-9^1*-=SK[4*SK3US,>E;\+MG,WO_#-\MVX\ M'N;8O2/=.TS=MXI<]WGWZW!W.DW.JR[&PU>WU&TQ;6 M;K=GK<_%N7<;-P,_#OPNV;UN4K=RW.DHUK2M*IS6GW&IY%J-5R#0[/`W6BWF MMP=QI=QJLNQGZS;:G9XMK-UVSUV=BSNXV;@9^'?A=LW;LWKN?\`OAIFB?HC_P`<.FO\:W7? M_>_3M'_1_P#XU=0?XT>O_P#O9J4??Q]_\>^D/\;W6O\`WSTJTW6A2S'6Q0`` M```````````````AP_F:NS+^R[P\:NG89,_PG#NJ^3=DW\2'OC:EE]COUI&EN]>LV.KYTMTK*4K,;LZTI&EVM9P^_S*O95_8]V>-_4$,F?X3A_5W) M>QKV+#WQMRR^Q.5SXU9O7ZTC2W>NVK'64J6Z5K*5J-R=:4C2[6LXDGYC;L:_ ML.Y_';J6&3/\+Q+K+D?8=[%A[XVY978'*9\^-J69V7R^?%[%[(K2 M-+5Z]9Q^JITM4K*4K,;LZTI&EVM9QC4:-'"19P``6#?P=]%0Z1^/#J7,RL7\ M-R+NG,WO=W(*UA&E;MOF%^S@<.N0G6W;NSLW>N]#I[OI+UI&Y=G[:UC6E:S^ M/A+Z.M]*_'SU/F9.+^&Y#W+E[SNK?UK"E*W;?+K]G!XA) M3A.MN%R5J[P'2:FYZ2]:4N7)^VM8UI6MBY\$'05OHOXW^G\W*Q/PW).[\S?= MZM]!IKOI+UI&[=N>VM8UI6NW5MH;56XP M```````````!&\_,@^2O[B^.G6WC1H]C]K>]Y\MKRCE^-8R?X2/776M[#S\? M#V&-;G&Y"SO>>9NMOXTYTK;G739$:4K*/K".A^8M\D/W'\>>N?&W2;#[6[[O MY77D_+<:QD?KQZ\ZWO8>?CX>?C6YQG"SO.1'[E=`=>>.NES_`+>Z[IY37DG*\>QD?KQX!UW>Q,ZQB9V-"<;D+6[YMF:^ M]CSGZPG747XTI6L?6,9C\S)Y/?N#XV=9>+^AV7VM]WUR^O*N98N/D_PD>MNL M+^%L,;"V&+;N1N0L[_G^=K+^+.=*V[E=+D1I2LH^L(62&>O"^5[;7QS.&^/.JS.Y=U._&[3&ER757K&JZXQ+=Z$:QALL?F>RQ]M9A* MM*7+6HO?7Z>E=QGP:>.?\^WG;PWE.UU\A&L8;+'YELL?:V82K2D[6IO?[GI7;O\`"9X]?SW^<'#^3[3!IE<2Z%UF M7VYMYWHW*8\N1:R[9U?7V+;O0C6,-CC\OV./M+4)5I2=K57?]STKNS^`?QE_ MT@?D$X1RW;ZZ.9PKQQU.;W7NYWX7:8T^3ZB]8U/6F';OVXUC#9XW-]GC;>S" M5:4N6M/>_P!STK/V3U$Z%8:@````````````````````````#7-\KWDK3Q:\ M%>[N=:_8?L_F?*]'7JCKJ=N<;>7^^78MK)TEK/U\ITK;KG<9X_78;F%)4K2M M-;6E:5_177?\J?DA3Q?\'>ZN<8&P_9_,>5:2O5?7DX3C;RZ%/8]B7K%;D:1NV;F130687;?K2D[-^W6OK25$I7\NGT!.UC] MY^3NXU]8_BJZ_IC@V9=MSC65BS+"Y=V#=L_M7(5GCV)X'->R[UBMV-(7;%W)I MQVS;O6_6E+EC(MUKZTE1*^2ITH-+J``````!@'\GOC-'RQ\).[NKL#7TV',\ M#CL^P>M8PMTN9E.?\!I/D.FP-?[IPMVLKE&+C9.DK.?K&%G9W*_II2M,"_DR M\:X^57A7W7UC@Z^F?S'`X[<[`ZWC"W2YETY[P.D]_I\'`]T[=NUEM<+`IG\OP>/SYYUW&-NES+ISK@U)[[ M48.![IPMV\GDN-CY&GK.7K&%G8SK^GTK37G\J/B['R[\%N]NJM?KH['FVOXU M<[&ZPC"W2YF4[#Z]I/D>DU^N]URW;M9?*\3%R='6Y/UC"SM+E?TTI6E;6KDU M>-=G]N^)O(-G2WJ>RM53M;KS$R+L86H\XXEBV-9S/`P+?K M25[/Y%PRF-EW/I7VV./5K3T^OK)F_+B^3%>.=F]M>*>_V5+>J['U=.TNOL2_ M=C"U'FW$\6SK>8X&#;]:2O9_(>'4QLJY]*^VQQ^M:>GU]9(WY>/R0KQWLCM7 MQLIV=P+$OW8PMQYGQ;&LZ[E^#@V_6DKV=O^(4QLJ?TK[;&AK6G MI]?65%^6-\IZ\8[4[B\0N1;2EK4=G:FG;?7&'D7HPM1YWP_$L:OFVOU]KUI* M_L.2<)IBY=S]/MQ^.5K3T^OK,52^DM)-&``````````````````````````! M"4^>WY#J]\=K?Z)?56]K>ZBZ5WMV786RUN5&6#SWMS!I>PLK"K_P#MNOB!U+OI7NG.CM_>EV-L]9E1E@]@=Q:^E["R\&MR MQ*5,O0=:4N7<*W&M:0O;>>5 MMX^/CX]N=Z_D7[TXV[-FS9MQE5QC%CCW+W&.L<>[2-(V[7$<7-N M2S_965+VXR,FM+EVQ;QO9/Z^(OP%QO"7QVQ<_F.LM0[][AQ]5RGM3)NQC/*X MSBQL7+W&>M,>Y2-(V[7$\7-N2S_965+VWR,FM+ERQ;QO9/%^)_P2QO##Q]Q< M[EVMM0[V[Y2E(V[7%<;,G+.]GNI>VV1D> MERY9MXWLL7_AF^.S%\#_`!IQ-AS756;?D3W7C:CEW;F5=C&YE\6Q8X]R]Q;J MW&NTC2-JSP[$SKDMA[*SI>W.3E5I=NV+>+[-MK;"VG-P8``````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````KY?FZ\E:^17GOV M1@ZO/IF<+Z*L8_1_%OLW8SQIY?$LO-R.=9L8VX1M3OWN?;+98]+U*SK=QL2Q M^O6,81C`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`.*<>X7QK!_@ZUQ-#Q?4XFDU./*MJW9MRG9P,*W&58PC2M:>OI3]"REX M'PKC_6W!^'=><3Q/P'%^"<6T'#N.87ZE:XFBXSJL33:K'E6W;M6Y3M8.%;C6 MM(QI6M/7THM8NNN!<:ZKZ^X-UCPS"_9W$.NN(<;X-Q?`_@ZUP^/<4T^'HM-C M2K:M6;4IV=?@6XRK&$:5K2M?2GZ';W;G:W<@``````=.[#X)QOM'@/->M.98 M--EQ+L#BG(.%\FP*TM_\;T7)M5EZ;:V(5O6KUJ-RYA9DZ1E6$J1EZ5]*^CJ' M8/!>.=G\#YIUOS#"ILN*<^XKO^&\DP*TM_\`&]'R75Y6GVEB%;UJ];C$\>[+X/S'KOEV'38\6YWQ??<0Y'@U^W_QK25J- MG8C6[;O6XW)X>7.D95C*D9>E?2OHZ7V/P#C':_7W..L.:X$=GP_L3B/(N$EVUB%;UJ_:C=N8.;.D)2A*D9>E?2OHJ]^]NH>2]`]S=H=* M1A8NXPH7J1G+6[S"MV\S%G^BYC7X3IZT ME2JLB[RZEY'T-W'V=TQRV%8\AZQYOR/AFQO?9N6+.PKH]GD86-N,.%ZD9RUN M[PK=O,Q9_HN8]^$Z>M)45LG=G5/(>C.WNRNG>5PK'?\`6O-.0\/V%[[5RS:S MZZ397\/&VV)"[2,Y:[]"5/6E:*JCOWISD_CUW;VMT=S*W6/ M).JN>C&Y+6;W!MVLW$GZ>EW&OVYT]:2I5Y M0\K>7O(FTOX>YF!9X]L[ M]Z4;EO$LZ/GF#JK']3#M7XUE",Y2IL_^'WR8_P!&3SHZLVVTSX8/!^U; MUSI;GDKT_MXUO5<[S,"SQ_97[LHW+>+:TG.<+59=Z]6/ZN):O1K*$9RE39?\ M2/DA_HV>;G6&TV>=#"X5VA=N=-\YE>G]O&MZOG&7@VM#L;]V49V\6UI>;X6K MRKUZM*>W$M7HUE",Y2IM?^%?RG_T5?/_`*CW&VV,,#@7;MZYT9V%*_<^UBV] M1V!FZ^SQS:9%Z4+EK$LZ'G^#J,R_?E']3#M7XUE",Y2I8BK"%/I61(`````` M````````````````*_\`^>O_`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`,=.EO\`&SUS_P!\-,T&]$?^.'37^-;KO_O?IVB?H_\` M\:NH/\:/7_\`WLU*.WX^_P#CWTA_C>ZU_P"^>E6FZT*68ZV*```````````` M`````$"'\P+R#(W7R/\`-=;>I.EOB76/5/'\3W2A6EM?7TK2-*^/\`,2\BR-W\F/.-9?\` M?]OA_5G4G',\)TD)1K*,]ORK=86BUL:QI6E94EFY M\*>E*T]7;^ON%[;LCGO".N]!&D][SWE_&N%Z6,HUE&6VY3N<+1ZZ,HTK2LJ5 MS,Z'K2E:>KMG`>';7L3G7"^O]%&D]YSKEO'.'::,J5E&6UY/N,/2:Z-8TK2L MJ5R\Z%/2E?J[GUQP;<=G]A\"ZUX[&,^0=A\TXOP;10E&LHRW'+=Y@Z#61E&E M8UE&6;L(4K2E:>JTYX3Q'3=?\,XCP/CEC\+Q[A/&-!Q'18WZO_%]-QO58FFU M=C]6D8_P.%A0C]*4I]%H7POB>GX%P[B?!>/6/PV@X7QG0\3T>-^K3\/I^.:O M%T^LL>D:1C_!86'"/TI2GT69'#>*ZC@O$.*\(X_8_#:'AW&]'Q728WZO_%]1 MQ[68NHUMC]6D8_P6'APC]*4I]%L9P7AVEZ\X3P[K_C6/^%XYP;BO'N':#%_5 MI^&TO&=3B:758_ZM(Q_@<'"MQ^E*4^CL[LSLCM(``````````.*WN\T_&-)N M>2\BV>%I>/\`'M5L-YO-QL;]O%U^IT^IQ+V?L]GGY-VL;6-A8&%CSNW;DJTC M"$*UK]*.+WF[U'&=+N.2<@V6'IM!Q_5[#=[S<;&_;Q=?JM1JL2]G[+99V3=K M&UCX>#A8\[MVY*M(PA&M:_2CC-WNM3QO3;?D6_V.'I]%H=9G[K=;;87X8V!J M]3J\6[G;'8YV3=K&WCX>%AV)W;LY5I&$(UK7Z4<3O]]I>+:+=X MYJ=COM]NMED6\37:C2Z?#O;#:;3895VL;6-A8&#CW+MVY*M(PMPK6OTHK=/D MC\Q,_P`X/+'G_Y_FQY5\][AMRR;/!\.5K@_4^KRHW+5W6= M:\9R[_"XN?R+,S3F4TER]CW?X3%SN09F9E;?+M2K+[.7L+EN M-:PA%66?)KYH;#SN\O.P^Z[U75O%LK.CH+E_&O4^ M[B;#DN=G9>ZS;,JR^QF[.[:C6L(08'L%V$;```3E?R[_`(WTZI\.-SW=M\&% MCE'D?S++W&'?N8\;67#KO@%_8<3XKB7JRK*_[,CD--YG6Y5]D;F/F691C6GI M.@D-`````````````````````````"&]^9/\E?WH[@Z?\6=% ML?N:KJWCM_LSG>-C9/NLSYOSJ'X'C&NV6-2=:6]CQOAF!/+LUK&E?P_(J_6O MKZ4A\_F._)#]YNW.HO%[1[#[FJZOX_>[*YSC8V1[K-SFO.(5PN,Z[98U)UI; MV''.'8,\NS6L:5^QR&OUKZ^E(D/YAWR(_>3M?J?QFTF?]S6=::"]V-S;'Q\C MW69\RYK"N%QO7[''I.M+>?Q[B&%+*LUK&E?L;^OUKZ_2%9^9T\GOWJ[EZ9\3 MM!LON:GJCC=_M'G^-C9/NL7.=<^A^`XKK=GBTN5I;V7&>$Z^>98K6-*_A^25 M^M?=Z1C((TJ.*BU++CXZ/'BGBWX6>/\`T]E8-,#DFIX-A?\WN M7N8,'AGT)U#E85, M'D>JX1A>\UN7>7YNX5J4Z4K3'QK<:1C&-( MTL4_`#H.GC3X?=%=396%3!Y#J^%X>_YK:K&M+T>=6*/A!X\=,9>!'7\FU'`L'DG/K-82I? MCV'SJ[>YGS3&R;MRD;V1+4[W>7L&U*=*5IC8MN-(QC&,(YL,T68K.4`````` M`!7&_+%XRU\5?.CN?@VOP?P/"N8[>O;G7$(6I6L6/#.Q,G-VL==@0G*-5?%OS@[DX1K\'\#PSE^V_G9ZZA"U*UBQ MX=V%DYFUCKL&,Y3G7!XQR.WL=/;E64JRIKO6M?6M5?;\HOCE7QD\U>W^%X&% M^"X?RW:_SJ=?0A;E:QH\1Y]D9>TCK\&,Y3G7"XWR&&PU%N592K*FO]:U]:JT M?Y>/%NOB7Y[]W<#UV!^`X/S3<5[BZSA"U.SB1X5V3E9NWCK=?"Y*36 M]GI+,TN7-IU?SG1\HG@ MV[GVOVSI\;)I8Y)QV[.9&7K[U:2C7[63+TK2OUI[?XU]W[_`,;> M_.I>]>-4N7-IUES?2\FGA6[GVOVQI\?(I8Y'QZ[N4E"L,3D_&LG+UUZM)1K]G*EZ2I7ZTL_.(\JT/.^ M)\8YOQ786=MQCF7'M+RKCFUQZ^MC9Z'D.MQMOI]A8K7ZULYNOS+=R/\`^S*B MS1XERG1,\PX_IN4\=VEBOK8V6BY!K<;;:C/LU_LVLS7Y=N MY'_>DLD.*\GT?-N+\;YGQG/M;3C?+M!I^3\?V=BOK8V.CWVNQ]KJ<^S6OUK: MS,#+MW(_[TEJ5P[EO'^?\0XKSOB>QL[CBO->-Z/EO&=MCU]NZ85^U^T.%:"EN&/RGLS(M_K3QI:C&R:8NJE M+TK#;BF/W_P!V8>TXWU['#OVOVAPS M0TMPQ^4=E7[?ZTL>NHQ\FF+JY2]*W-K?AYL/9\=X#3#OV_Q_#M'2W#'Y-V-?M_K2QY:K'R*8NLE+TK\;,GB/`-U''\C.]L';<7ZWCA9%K]H\'X]2U#&Y9VCD6O MUIXTM-C95,342E[:W=OD6[L*7+>)DQC7^7+ER[4P^LM;GVJTQ^6]IX,+&7^WOM7(5_%:7KZ%^W>A.GI"[N)V:1G+\)D6D MF/\`+S?')#NWL^YYH]LZ/[_5O2W(:8/4VIV-BM,;FG<&OMX^93D?V;L/3+T/ M6=O(M7[EN[N[EBD9RKA95I-13-$PE.%`````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````&+_FEY"8'BMXL=W]]9EVQ;R^` M\&V>5QFSD4MRM9_.-O6UQ_@FLG"[2<;EK8\PVN%:N4]LO2W*4JQK2E:,9/,O MR`P/%OQ>[K[VS+MBWE\#X1LLGC5G(I;E:SN;;:MK0<&ULX7:3C?RS9X=J=/;+TMRE6M*TI6C%7S?\C=?XE^)W>OD#FWL>WF=>\" MVF5Q>SDTMRL[#G>XK:X[P#5SMW:3CVP;-RGMGZ6IRE6-:4K16-['8Y MVWV&?MMIEW\_9;3,RMCL<[*N2NY.9G9M^>3EY>1=EZRN7\C(NRG.5?K65:U5 MHVQV&=MMAG;79Y5_.V6SS,G8;#-R;DKN3F9V;>GDY>5D795K*Y?R+]R4YRK] M:RK6JN$V&?F[7/S=ILLJ]G;'99>3GY^;DW)79'(.Z]K@?B..>.?!,S:X=^Y8^_C1["[% MM9_$>+6+M)T^S2<.-1W^7:E7W3MY&):E&E)4I.&^+\O7X^?SF^86_P"Y]K@_ MB..^/'!LS:8=^Y8^]CQY_P!A6\_B?&+%VDZ?9I.'&X[[+M2K[IV\C$M2C2E: M4G#>5\`_0?\`.3Y;[WN+9X7XCC_C_P`)R]GB7[EC[V/'GG/[>=Q7C5BY2=/L MTG#CL=YE6Y5]9V[^+;E&E*TI.,A+\MOXW_SJ^:O(N\MOK_Q/&O&K@.;ML+(N M6/OXT>QNR;6PX=Q3'NTN4^Q2<.,1Y#F6IU]T[61AVIPI25*3A.133&@UU+.A[UXM^[7,/&*\;Y M??L6:>R/8W7=C$P;.;F784C"W<)R=?:LQK2LI MUU5^?K7]%(/?YF'Q47'M9&QQ_OSBE>+\TR,>S3V1[-ZUL8F!9SL MZ[",86[G(>`Y>MLX\*TK*Y+39$_=7]$8WR.DCWHS;^[=RY:N0NVISMW;M*T^M*OZA.=J<+MJ<[=RW.,[=R$JPG"<*TE"<)QK249QE3UI M6GUI5_=NY7W^,6>(]E5G.,LF/8_"?3CO*\O)A&4_L?O#EX4=M8A M64I1Q-A:]:UK6JR`^.CR6AY8^'/2O;V7F_C.6W^,V>)=CUG.,LF/8G"_3CW* MWD=#RH\1.F^VP>'>G'^3Y63"-9?8_;V5ATVEF%:RE'%SK7K6M:U6>?QF>4MOS# M\)NB^Y\S._''=G5GO_`%F/V'%M5EW;=KWRG/[4)WJTCZUK7TI]:U>CO17H+TL``````````&)W MF=X<]2^;_26^Z:[5P:6?Q%)[+A?-<+#Q8_B!U1YK]+;WIWM+!I9_$4GL>&\SPL3&O\`(^ON M6V;4HZ_DN@NWZ1KZQK7[69B^^W;S\.=RQ.4:3I..+OEYXE=6^9G3>\ZB[.PJ M6OQ%);#B',,/$QK_`"'@7*K-N4=?R/17;](U]8UK]K+QO?"WG8<[EB(O<'A=W!N. MH>WM/]C+L?\7G?G:P>3\8SKL(??Q+_`+/9?L3],C"R*2LW MHQN1K1`B\L/$_MOPY[;V_4W;.H^QE6/N9_%^48%N]/C/.N,SO3M87)>-9MV$ M/OXM_P!GMOV)>F1AY%)6;T8SC6BN$\S/#/NGP9[IW72_=&E_#YF/]S8\1Y=K MK>1/B?8?$YY%RS@SV7[$_;DX.3&=B_"%R%:,66+S&9B<`) M5_PE?+K+47.+>%_E%RB<]5D7K&CZ&[7Y'LK=(Z65;5K'U74W+=CFRA6NHNSM M_:X_FW;DIXUVY#7RK6Q7$ICRE_A8^6BNHN<7\-O)SD\YZJ_=L:3HKM3D6QA2 M.FE6W:Q]7U3RO8YDH?\`W3=G;^UH/W;G)=G;I'1RK:M8^IZAYA MLLZ4*UT]ZY;^UQ[-O7)3QKMR&NE6N/+#IC2X4LE*C3#T.3\S=CWX]V^+V5*S M>CC7NJ^:X]G(E;G2Q=OXW+<*YD6;=ZL?MSO8]O+M2G&E:UA2Y"M:4I*GK#^_ M,LV+\>Z?&/*E9NQQKW5W,[%G(K;G2Q=OXW+,.YD6;=ZM/MSNV+>5:E.-*UK& MER-:^E)4]8DWYCJQ?CW)XV9,K-V.->ZRYA8M9%; M885W)L6KU8_;N7L>WF6I7(TK64(W85K2E)1]8\?0G_CITM_C9ZY_[X:9'VZ( M_P#'#IK_`!K==_\`>_3M"/1__C5U!_C1Z_\`^]FI1PO'W_Q[Z0_QO=:_]\]* MM-UH4LQUL4`````````````````*]KYSK.3:^47R7G?M7[=K(L=+7L.=V%R% MN_C1Z`ZLQY7<:4Z4C=L4S+%V%90]8_PIWK=R%N_C1\>.I\>=W%E.E(W;%,RQ>A64/6/ MW83C_;4E1J4:H6K-I^`&S_X:.L[?:/R1^,^LRL>=[6\3Y+O>S,^Y&,9QQ+G7 M'$=]RW0Y%RDOT0ERS6:^UZ_II*[2M&S7X=NMK?9WR,^-FMRL>=[6\4Y'O.R< M^Y&-)QQ+G7?$][RO19%RE:5I2$N5:W7VO7]-)7:5HV2_$7US#LKY"_'379-B M=[7<6Y%NNQLZY&-)4Q9]?<6W?*='?N4KZTI"7*-=@6O7]-)7*5HVI_"?U=;[ M6^37Q>U>7C3OZSB')]_VCL+L8QG'#N=:K MOQK+5:.[2SLN/]5QR;5RMRWG[R/V=CN84I"L,#\+CUE..5E6H1<_GV^0VUIM M3=\&^H][26YW5C`VOD)NM9?C66KTEVEK8Z#JZ.3:N5N6\[=Q^SL=Q"E(UC@_ MA<>LIQRLJU",K\[?G_:U&JN^$_4^\I+<;FS@[/OW<:V]&M=9I;M+6PT764E?;>W7*MSAZ/61N5I_:VO MQF="LY?HC#UK7Z4=VZUX#R#M7L3@G6/$\?\`%\H[$YAQOA''L:OK[;NZY3N, M/2:V-RM/[2U^+S85G+]$8^M:_2CN?7/!-_VCV!P?K7BN/^+Y-V!R[CO"]!CU M]?;=W')]OB:;71N5I_:VOQ>;"LY?HC'UK7Z4=[ZNZ[Y)V]V7U]U3P[&_&N./=/=8= M=]3\3M5L\8ZTX3Q?@FAA.,(W:ZGBFEPM)@WRE(RRKV M/A1G=E^F=R4I5]:UK596=8=?:'J;K?@/5_%K5;7'.N^&\:X3HX3C"-VNKXQI M\/385V_[*4C+)O6,.D[LOTSN2K*OK6OJM:NH^M..=,=5];]1<0M2L\6ZPX+Q M3@''X3C"-VNHXEH\'18%W(^W2D99=_'P8SNR_3.[*4JUK6M:N_N^.\O0P``` M````````````````````'#\AW^FXIH-YRGD6PL:GC_&M/L]_O=KE>^F-K--I M\*_L=GL,BMN,YTL8>%C3N3]L:U]L:^E*N(Y!OM/Q70[OD_(<^QJM!QS4;+?; MS:9/OIC:W3Z?#O;#9Y^16W&<_L8>%CSN3]M*U]L:^E*N)WV]U'%]'NN2[_/L M:O0\=U.QWN[V>365,?7:C4X=[/V6?D5A&[WD>%AY5V5Z]J./3R:X?$^/_^]UY1>2?=?D!OJY,,OM/L'?\FP&]<4_ M>O88>R]8RK#!Y'G:_%T]:TIZ_Y>2_G%T-U]EX$\[BVI MY78[&YY&MNES$CP[KJG[T[##V7K&5887(L[`QM16M*>OW-A"E*Q]?=3WWXT. M@I>1_FOT9P+*P99W&-5RFSV%SB-;=+F)'B/7U/WGS\38^M)5CAT6!2>WZ;Y%+A'.,BS"-+ES@/8.7BV=) MG9MV7K65CC_.K&/C8\(^GZ^^NRKZ^GTCM?F%?'*O+^E.MO);1X-)[;J#D$N% M\UR+4(TN7."<^RL:SI+E>;= M!]5>5W']?&>YZ1Y++@?/%]>H-WL*9/-O&;D$N%W87;]+N;D= M=&U>H]UGTR> M:>-F_EPVY;NWZ7=ON`Y]Z-:TK;LXE8['3V( M4C[8V-1;^M:UJGX?EV?*F/>?A'7IK>[&.5SGQ=Y%+A%VW=OTO9V3UKRF>PY% MUOLK\:^VMJQAUAM-)CPI'VQQM);KZUE*K>TWEMV3?P`````````````````` M````#S'N?N#@70'57.^YNS]S#0\#ZZX]F\DY%L:QCM8>#C1E2>5F7[5J'ZTZ/-.Y.W>"="]6\Y[C[,W$-%P7KSC^9R/D.P MK&-R_P#AL6D88^!K\:4[=<[<;C.NVL/!QHRI/*S+]JU#]:='G';_`&QP?HOK M'FW;W9.WAI.$<`T&9R'?Y]8QN7OP^-2,,?!U^/*=NN;M]MG7;6)A8T:TGDY= M^W:C^M.CRSN[N;K[QXZEY_W;VINHW/)SQKN_RZ:[B?&XWY7\+A7!-57OD_SCS`[[YMWASF<\>[OLJFOXMQV-^5_"X;P?5W+ MUOC/%,"7I"$H:[$NUN9-V,+=,O/O9&36,9WI45C?FWY<]@^;WD?S[R!["G/& MO-=Y#EUV/+>2RL2OX/".!:JY8N\IY= ML(TK"W*&MP[M+>+:G.W3,V%_'Q8SC._&K*'PX\5^=^9?D%P?HG@<)XUW?Y== MCRSDDK$K^%PK@FJN6+G*.6["-*PMRAKL.[2WC6ISMTS-A?Q\6,XSOQJR8\0O M&#G'F!WWPGH_@T)X]W?95=ARGD4K$K^%PW@^KN6;G)N5Y\?6$)0UV)=I;QK4 MIVZ9>?>Q\:DHSO1JRQ\)/$;L'S>\C^`^/W7L)XU[D>979O\` M47;%WEG,=C&E86Y0UF%=I;Q;,YVZ9NQOXV+&<9WX563?3'3_``+H#JK@G3/6 M&FAH>!]=<>PN-\=UU)1N7_PV+25S(V&QR8PMUSMSN,^]=S,[)E&D\K,OW;L_ MUIU6.G3?47!.A>K>#=.=9Z>&BX+UYQ_#XYQ[7TE&Y?\`PV+24\C/V&3&%NN= MN-QG7;N9G9,HTGE9E^[=G^M.JPYZ@ZGX/T7UCPGJ'K;40TG".`:##X]H,"DH MW+WX?&I*>1G;#(C"W7-V^VSKMW+S/'4O`.D MNJ]+#C_7_6W','C/&];24;N1^%Q*2N9.QV63&W:KG[O=;"]>S<_*E&ES*SG^M.KTYZ6]'>I@```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````"+'^98\E?V7Q#H_Q.T6Q]F9RK897='8>+8R?MWH\?T4L M[C'7^#EV;2'[+XCTGXJ:/8>S M,Y3L,GN3L#&L9'V[T=!HJYW&>`X.59MSK+(U^XWE_;94H7*4C2_J+$X^ZM/U M(SGYB7R(_9G%.F?%W29_LR^3Y^3V_P`]QK&1]N]'1:2N;QO@N%E6K_9/#>B/$/0;+V9O+=EE=W=CXF/D_:O MQX[H)9_%NN\#,LVYUED:W=[^_NO_"UU_CFJIM\?Z M>E/VQ/\`3ZIXOP3>/$>D_!3B_--GK_PO+O(+?;/M3:W+UFMO,AQB5:F?"#C/,=E@?A>5]][S9=H;.Y>LU MMY<.-2K30\#PJW*_^]P+W']73:X_]BG[6G_NK"3\OOXUPZ)^/WB?.=KKOPG, MO(_D.U[=VUR_8K;S8<4E*G'.NL"MVOI6]K;_`!K44W&-_8I^VKG^ZW5-S;<, MWB`````````#67\O/C)3RD\$>X>+ZW75V'-^NL"G<_7=NU;E>RY\FZ\Q,_.S M]=@V;=J[=R,_D7#,K:ZO'MQ]ONR,V'K7THUK?+9XU4\GO!GM[C.MU]=AS7KS M`IW'U[;M6Y7LJ?).O\3.S<_7X-FW:NW2WA+VSQO78%<_F7`,&G;W`;=JW*]E3Y'P+$SLW.U^%9MVKMV_G<@XCD M[36V+$Y6WU6/;C[?=D9UOUKZ45T:O(0`5:\`)/WY;'R?C MQOLSMWQ+Y!L*6M9V3K:=K]=V+]^D+4>:\3Q+&KYIK<*Q6OK?S^0\-CBYDJT_ MM+''YU_LI-'Y<7R:CQSLGMKQ1W^?2WK>Q];3M3KZQ?OTA:CS/BF)9UG,M;AV M*U_A\_D'#XXN7*M/[6QH)5_L_221^7C\DH\>[%[5\6M[GTMZ[L/74[0X#8OW MZ0MTYCQ;%LZWF&NP[-:_PV=ON(QQLN7I_:V-#*J5+^6-\J8\8[0[B\0.1;&- MK5]G:NG;G6^/?R*6[4><\0P[&JYOJ\&Q6OKD;#D?"HXF9*M/[3'X[.O]GZ3$ MDOA+030P````````````````````!7__`#U_ZS'N/^2?4'^;#C"!#\[7^LG[ MA_DKU'_FRXR@J_.#_K&.V_Y+]4?YM^-J\#\P3_K1.Z?Y(=-?YK.+--[3ZU(M M*RTC\:-I;W?CCX_[JU:G8M;?I+JK:6[%R5)7+-O/X)HF^L=E;LW*TE.U#.X3H\J%NR/=````````````&%WG1X.=1^>73&;U9V78GJMWK)Y6WZ MV[$UV-;O<@Z\Y7ZUL\K;=<=A:['MWM_U]RJYCTLPV>%"=RS'9:?/C;A M:V6MN3A9SL>-/25J_;Q\BQB!YJ^%_5?F]U#F=9]BV9ZS3M>O.?Z_'MWM M]P'E%S'I9ALL.$YV8['49\80M;+77)PM9N/&GI*U?MX^19PA\]_`[IWY`>DL MWJ;M"Q/4[W5SR]QUCV1K,:W?Y%UQRZ[C4L0VN#;GDK.1:QLFQ7I>5OBEW#X;=P[_`*8[GT%=7OM76N9I-WATO7^,\WXS?O7K M6LY;Q+9W;-FFRTFRI9E3ZQA?QK\+F/D6[61:NVH5^WE/XL=O>'O;V^Z;[DT- M=9O=96N9I=UATO7N-\UXW>O7;6LY9Q/9W;5FFQTNQI9E3ZQA?QK\+F/D6[61 M:N6XP*_)[QA[9\1^V=YU!V_HZZW=ZVMO<NV];RKBNRN6K M--AIMA2S*GUC"]C7H7+%^W:OVKEN-SI8E3ZQA?Q;\+F-DV[61:NVH8VL)QSP_\G>3SN]KX-J.KZ8[-WF3;C_./J,+$MQP^!P]=9L2IK\VY6LMYCTC9NUKL+<9["8=\,'RSR[9Q>.^(ODQR6=WM7"M1U? M3G96ZR(1_G%U.%BPCB<%Y3GWYTE=[!U]FQ*F!F7*UEN[%*6;E:["$9Y\N7X= M?E4KVIC$.O6.WYF3_KQXC?R4[@_YWZ^8^_F0_\`KMXH?R6[:_YVX$QI_-0? M]??#/^2'=/\`SSUPCM>+>NQ]QY->.FHRZW*8NT[VZBUV36S*D+M,?.[`X_C7 MJVIRC.,+E+=VOMK6E:4K_8JCV>,.NQ]QY*^/.IRZW*8NT[RZEUV36S*D+M,? M-Y]H,:]6U.49QC1O0&JRJW*8NS[LZJU^36U M*D+M+&;SK0XUZMJY\QNT>99%G[MGA70.\Q\2=;<94Q]QRGF_ M",/'O4NUK6MNLJ3K]:4I6DM^?Y>/A\-QY=]F\PR+/W+/#>A]U M8Q)UMTK3'V_)^:<+P\>]2Y6OK"==3@9]NE*4]94G7ZTI2M)20_RQO![>\\V> MV>;Y-G[MG@OCIO\`&PYUM1E3&W7+>>\#PL:_2[6M:VYRTNNV-ND:4]94N5_6 MI2E:2FWIJ29*G2@``````````U7_`"J_(YQOP&Z3N5X_DZK<^0O8V'G:WJ3B M&3*WE4UGI&N-G=C! MW2]RNAR=7N/('L3#SM=U/Q+)E;RHZVM(UQ\WL/D>#^M*G&^-W+E*VK5RD:;+ M.I#'A^I3(N6=9GRN[SLBWO>ZNZ.=;787XW<[+ MXSQ'1X6[SON4]O[7W>/2W]W[.-E0NP[ENMS[./E0 MNQ%\/QHY=N_%GN/SW[^S][>PN7'=_/>47\KF78&VV-^-W/R^+\.T6#O<_[E/;^V-YCTM? M=^QC95N[KK:]6`36T`-XWY?SH*G;OGCK.P=G@V\KC?CYPGD'8E^639E=Q+G* M]O:IPOAN'](RC#88^3OLG:XU9>E(SU-94K[HTI7=O\!O0U.V?.G6\_V6%;R> M.=`<*W_85^639E=Q+G*=M:IPSA^)](RC#/L9&^R=IC5EZ4C/55E2ONC2E=T' MP3]&4[5\W-=SS8X5O)X]T/PW>\_O2R+,KN+/D^UMTX?Q'$^D90AG6,C>9&SQ MZR]*1GJZRI7W1I2N^+\NYX]4[B\_]7V+M,&WE<9\<^#E(SU%94K[HTI6>4G4IO"P&`````````````` M```````````&ESYX/):G0O@CRSAFHSZXO-/(O:X_4.HA9NRADVN*9EJ>V[)S MJVZ0K&]@9'%,*>GO4K*-:2W-NOU]*T::OG0\D*=%>#/*N&ZG/KB\R\AMIC]2 M:F%F[*&3:XKEVI[7L;-K"D*QO8&1Q7"GJ+U*RC6DMQ;K]:4K1J`^;CR)ITAX M2\HXAJLZ6+R_O_9X_5.JC9NRAD6^+Y=J>T[#S:PI"L;V#D<7PYZF]3W1K26W MA7ZTI6C2%\_WD_3Q^\`N7\(TVPKB%B[*WE6N(YEF>W[-SZVZ0 MK&]K\GB.#/37Z5E&M);JW7ZTI6B`D@:(,RO42[?RT'CQ77\6[^\IMO@UCDZE;E[#V6TS-':C M./I;I>UUV/ZTHUI"5=^73Z#K@<9[S\F-KA5C?W^QU_3G"\JY&,)TU6FCAZE;E[#V.SR]+:C./I"E[7W8_K2C7V3&_RO?CA77<3\AO+'(7LN=JM^6JS-KK[MK4[ MVQ:CZE*WL>/K]'CWD%TYH/(3I#M7I+D_LAINSN#<@XC>R MY6JWI:K+VF!=MZG>6+49VZW,O0;:EC-LT]U*?=L1]?H\C[[ZAT/?O2W:'3') M?9#3]E<)W_$[V7*W6]+5Y6SP;MO5[NS:I.W6YE:+:TL9EFGNI3[MB/K]'BGD M?TEQWR1Z%[=Z'Y7[+>D[6X#R/AM_,G:K?EJ,S;:Z]:T^_L68W+5;F9QWRPKENM:?2M8JR7FG$-_U]S'EG`N68,]7RGA')M[Q#DNLN2I*Y MKM_QK:96FW.#.4?U93Q-CA7+=:T^E:Q5L_,>)[[@/+^5<%Y3@SUG)^%\DWG$ M^1ZVY*DIZ_?<5I]O@SE']64\388=RW6M/I6L557SGAG(^N.;[U]R4?U93P]G@W;=:T^E:Q=8=:=;=6;A MO@Z\H*>.7G9P?1;K8QP^">0&+7I?DU+]R5,6QN]_F8V3UWM:P]8VHY5KFV+B MX'WIUI&SB;+(K7Z5JV\_"5Y-T\=_.3A.CW.PCA\&[\QJ]-;'#-+N,^F)PGO7 M&KT_R.EZ\JJ M>-/GUP/0;S91PN`>1&+7I#E-+]R5,3'WG(G6 MD;&)L\FM:TI6JP*3YT[)8E```````````````````````A2_/M\A<^ZNTJ^' MW5NYK/JOI?>RO]G;/7Y$XX_-^W,&-W%OZ2[6%:4R=%UI2YW-S)E* M,Z8N)=0POGE^0*?>D^X>RZ^)W6FWK/K/J#=RO=C['` MOSC8YGVKAQN8U[37*PK2F3I.NZ7+F/2-?2%W;SR)2C.F+BW4&_\`,*_(W/O' MM>OAEU1NZW.IND=_*_VGM-=D7(XW.^XL&-W$OZ*[6%:4RM!UA2YM:I_/PR?'K;\+/'RWS3L'3PQ_(; MN_!UF_YY3*A26=P?C%(?B^+]:VI2C2N-DZZUD?B]O2/I6YM+M;,I7;>)CSI/ M7^'+X_H>&?0-OF7/]/#'\@>Z\'6[[G?XF%)9O"N,TA^+XQUO:E6-*XV1KK5_ M\7MZ1]*SV=VMJ4KEO$QY4G2_$-X%P\/NAXP/Q4*2SN"<5I#\9Q7K"S*4:5QE9E M*[;P\>=-RC<,VXMUH```````````#S*G='4=>U)=&T[*X37N.''/WNEUC3DF MJKS>/&JSC#]LRX[3)_:5,/TE2?K6WZ_:K2YZ>S]9YK3N3J>O:,ND:=C\*KV_ M'CO[V2ZTIR/5UYK'C?OI']L2X]3)_:5,/TE2?K]OU^W7[GI[/UGG-.W^JZ]F MRZ7IV)PVO;4>/_O5+KBG(=97F4>.^ZD?VM+04R/VC3$])4GZ_;]?MU]_I[/U MGEU.[NGI=LRZ'CV=P6O=,.-?OA/JRG)M37G4>,5G&%-U+C5,K]J1PO25)^ZM MOU^U6EST]GZSTUZ4]&>H@``````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````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`XG@PU?%>#\8T/#^,ZRW7UMZ[C_&= M5B:738,*U]/6&)KL*W;I7_E8RI7UI6E:5^M'Q*,9QE&4:2C*E8RC*E*QE&M/2L94KZTK2M*_6CXE M&,HUC*E)1E2L91E2E8RC6GI6E:5^E:5H^)1C.,H3C&4)1K&494I*,HRIZ2C* M-?6E8UI7ZT5JWR2>,T_$KS/[OZ@P\#\#Q"SR>[R_K>-N%(8LNN^;1_>/B^+B M2C:L0NPT&-G2U5Z481C^*P+M(T]*45O_`,C7C9+Q1\R.Z^H\/`_`\2L\FN\M MZZC"%(8LNO>:Q_>+C&+B2C:LPN0T.-FRU=V481C^)P+M*4]*45W?R&>.7BF) MARC:L0NPX]BYTM3>E&$8?BM?=I&GI2C!EA`PL8%/;_&OO#D7C7WYU+WOQ:MZ M>WZOYQI.4?@[-^N-7<:K%R:6N0\=O7Z>M;>)R7C]_*U]_P#W;.3*CVOQP[LY M#XX=\=4=Y\7K>GMNLN;:7D_X.S?KC5V^KQFY+^#M7JX]=MK,;(I:WV@NWJ>M88O M(M#?R<&]_P#NOQ]:V\/D_'=\4S[>UXOS3CFEY7QS9VJ5I;V&CY#K<;;:K,A&OUC3)P><7T',N+[:S2M+6RX]R;58NYTV="-?U MH4RM?FVY^VOUCZ^E?J[2[.[*[6````````````````````K[OG>V5C.^3KOK M%LPO1N:71].:W*KGN#;>,[%8SG*5JF-M;<:UE2- M??&5/3TI258(WS:[&QF_)!WAC6HW8W-1INI-=DUN1A2$[]WJ/A.VC*Q6,YUE M:IC;2W&M94C7WTE3T]*4K6NN^?O:8^?\IOD#B687HW-)HNE=7ERNQA&%S(N] M*\!W49X]8W)RG9IB[>U&M94A+[D94]/2E)2U`-1K5`TT+/[PTS\;:^('BGM, M*=;F'LO&WHS/Q+DH2MRN8V9UAQ?(L3E;G2,X5E:N4K6E:4K3]%5FEX=9V-M/ M$;Q8V>%.MS#V/CCTAG8ER4)6Y7,;+ZRXQD6)UMSI&<*RM7*5]*TI6GZ*K)+Q M%SL;9^*'C#LL.=;F)L/'GI;.Q;DH2MRGC9?6W&K]B=83I&<*RM7*5]*TI6G] ME:F^%&PQ=OX:>)&UP9RN86S\9.A=AAW)0G;E?O@%U#Y^=0W^!\\L6]!SO06\W.Z ML[3P<*UD;_@F_P`BU"DHRC6=B>XXGN)V+<-IJYW(6\JW"-RW*SE6 MG@7U)YY]27N"\ZLV]#SC0V\W.ZO[0P<*UD;[@N^R+4*2C*-9V)[?BNWG8MPV M>LG)';W).E>ZN-W-!RS07*7L7*LUNY&@Y5H,B[>AJN M6\2VL[-B&XXYN(6)5LWJ1AN:/E&CN4O8N59K+OR+MZ&IY?Q#;3LV(;KC6ZA8E6S>I&%RU"O"V/+]&)EY>OR\7/P,K(PL["R+.7A9N)>N8V7B9>-Q\K%R+,H7L?( MQ[T*3A.%:2A*E*TK2M'Z,3+RL#*QL[!R'F8EZYC96)E8UR-['R M<;(LRA>L9%B]"DX3A6DHRI2M*TK1^C$R\K`RL;.PN8^5 MB96/Q\G&R+,H7;&18NPI*$XUI*,J4K2M*T?IP\S+UV7B[#7Y63@Y^#DV, MS"S<._=Q+^B[8U]_+[V,-O= MI_`YLYV>?F%YXK/&31]JX%_+[9Z&UO8O%>2=@TR(SQ^QN M-[^/`+G$-SL<24JWL;F6+/C^PAMKM/X',E.SD0]L[EVU;SF\N/.3E_F-UAXV M:3M'`O97:O1FN[!XOR+GU,B,\?L+CN]CP.?$]QL,24JWL;E^+/09\-K3]CTR8SQNS>,"^)G_P`5/C/_`/,#TU_G&XV\+\5O_B?\_MJUS[?8&PE9C]:?\`%KE?I_9B M*_F6.K[^'V9XS]TV;$IXW(^"\OZOV.5"W3VXM_A6_L_MJRS[?/L^5 MJ/Z/^+7*_P"[ZQ//S'/6=[#[(\;^X[-BL\?D/".6=9[#)C;I[<:]PW?6>4Z> MQ?O?VU:YT.=YTK4?T?\`%[E4,O\`-)]3W\'M/Q8[SL8\KF+R?K_F?4^SRX6J M>W$O\%Y'8YAHL?(O?VU9;"WV)L968_HI^&NU1]E68U]?3V7[N!9E+_`'[=$GW\L]B8T^P_ M+/.E9A++Q^&=4XEB_7U]]O&S=YS6]E68U]?3V7[N!9E+_?MT26_RWV+CS[`\ MJN8-FLO]^W1*\_*PX>-/LGS M%SYV82S,;@_4&'8R*TK]RUC9V^YW>R[,:^OI[+]W7V)2_P!^W1+]2XTKU,L` M````````&&'G3YO]3^!W2>P[7[(OUV>ZV%S(TG6W7VOR+=O?]@\P_"3R+&KP M_=2Y^S])@1I&]M-E.$K.#C5I]+N1=QL>_AOYQ>;'57@MTML.U>QKU=GN=A]Y]R[\+/(L:S$]U)_@-+@1I&]L]C.$K.#CUI]+F1=Q\>_B#YK M>9G5_A'TYG]H=A7J[+<9]R_INO.!X-^W;WG.^6?A9W[&MQ/=2?X#3X,:4N[+ M83A*SA8]:?2Y?NX^/>PC\^/.WJ+X_P#HS9=N]F7Z[7>;&YDZ/K'KK7Y%JUR# ML7F?X2YDX^JP_=2Y77:/7QI&]M=GE+N3>QL:_$O\*O%7O?YHO++ MEWDUY,[;:?S+Z'D.+_.%O<&F7J]9L*Z^U:S=!T1U7:N2RH:O7X&NR;-6^2ODIM=G_,WHN08O\X&\PJ9>LUN MPK@6K69H>C.KK=R63#6:_!UV39KFRMW)7,#`OUR+UV>?F6KEZ+;X>>,?=OR_ M^4G*O(WR,V>R_F@T>_QOW\W6'3*UNMSZX%NWEZ/I'K.W>7W,?*3RCV^U_F1X_R/$_G&WV#3,U6 MKV-==:M9O'N@.IK5R65#5:[7ZW)L5SI6[DKNNUV17)O79[#.M7;^9OYDOEVB MX-P7PY\8N#:W`XWQ#36N8\VIQ/2X>/K-%I-3Q75Z#@G7>'J]=BQACX^+@X.R MW5BW;C&$;-N-*1]?=7VYC?F-^6Z/A'!_$#QHX1K<#CG$M/;Y?S2G%=-AV-;H M]+JN+ZS0\&Z^Q-9K\6,,>QC86%L=S9MVXQA&S;C2D?7W5]N7?YAGE>EX7PKQ M*\;^%Z_!X]Q346^6\RIQ?3XEC7:73ZOC&MT?">`XFMP,6,+%C&PL+8[BS"$8 MPC:MQI2/K[J^W-G\S?S'0<#X%X6^+/`M9K^,<.TEKFG.:<0T>%CZO0:/4<2U M7'N`=;X>JUV)"&/CXN!@[/>6+=N,81LVXTI'U]U?;%!1647Q$6`$V;\MUTC' MA?B=V;W;FXOV=MW?VC/6:_(K"O\`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`9.(X_ M$9V[-R5S%N=CN0M6H3NW;LXV[=NW&4[ERY.5(PA"$:5E.< MY5I2E*4]:U68GQ]>/%/%?PWZ"Z4R<*&#R+CG!<#:\YM4MQC=IV#R^[?Y=S>U M?NTK6>5^S^2;O(Q+5R=?=^&Q[<:4C&,81LF_`/Q\IXN^'W0W3&3APPN0\=X/ M@[3F]JEN,;O[_P#+KE[EG-K5Z[2M9Y7X#D>ZR,6UW&E(QC&,;%_P M1Z#IXS>)'1O3N1APPM_Q_A.#L^:6Z6XQN_OWRNY>Y5S.U>N4K6>3^!Y#N,C% MM7)U]WX>Q;C2D8QC&-HA\=7C?3Q-\*O'KH[*P88').-C6L\O]GDKV7 M9IJ]O?G6OK/(VUROI3T0;?GY\;/YG/,N';6FP/PO$/(_C-GF%+EJU]O$M=@\ M8CB<];K&Y:OV+T(RA*-:5C*E*T?IP\S+UV9B[#`R;V'G8.38S,++Q MKDK.1BY>-=C?Q\FQ>A6,[5ZQ>A24)4K2L94I6C]6#G9FLS'=M7/3TG18S^$WD/@>4_B[T]W7CWK5S;U2 M,*:_GW'ZRT/-L.EF/ULX].1Z_(N8WNI&L\2Y:N>E*3HM&_`3RQ^-5GQWGV#2Q'TE8QJN+%J[2N;Q764 MM1L19CZULTXU8RXV=7[_`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` MZ-Y]P3CN9ZVZ5A;U6=#C.%>LUG2/K.Y;K*E+DO1"3\4NZZY=M5E M2EV7HFFKU%UO.W>KCYE>9=C8^7J*9^MNTC.,=CQ M?C,=EN[5)4])?LRM/[+75\K'DE#Q>\'.Y^:X.P_9_,N8Z>O4O74[=ZN/F?OA MV'CY>HIGZV[2,Z1V'&.-1V6YMTK3TE^S:T_LM?/RC>1O M*&'B=X"]X\ZU^R_9W-^:Z6O3G6<[=ZN/F_OKV5C9FFIL-9>I"<8[+BG%X;3> M6J2IZ2KJZT_LJXY7:*^U6CI#7Y//`ZQT]V[#W?8 M[#[0_:7'=)?MQG2MNY'&X=K>05E^F5J[.S*GI7TJD$?EW?'VWV+Y6\V[SVV% M;R=+X_<%K'47;L/=]GL#L[]H\=TMZ%)TK;N4Q^(:[?UK^F5N[.S*GI7TJWV_ ME^N@[?8/E)S/NW:X5O)TW0O"*QU-RY'U^SSWLG]HUK M_P"U;NSLRIZ5]*I'?Y:?QPM=F>7W.^_MS@6LK1>./7]8Z6[=A[OL=C]J_M/C M6BOVXSI6UG9E3TKZ53=DUA,K3K0```````````$6[\RIX MS_MK@O2WEEH=?[\_A>SO=/=AY%FU[[L^,W5F-/3T1A/S('C9^V>#]->5FBP/?G<-V=[J'L#(LVO?=GQKD4\O?<&V& M5.E*?:P=)R*SL<6LJUK[KVYLQIZ>B--^8B\=/VOPGI_RCT>![\WA^RO=3<]O MV;?NNRXYR&>5O>$[#)G2E*6L+3GHBC?F>?%W]M\!Z0 M\O>/Z[W[#@^TO],=CY-BU[[T^+`[++G2E*6<#1^-O*=M')YSXY9\*<;MY>3*>?L^I.5Y M>7FZ.5K[W\+E6^(\A_&:Z7LK*&)A7-?:](4E;I6:[^7W\LZ=M^->\\<>4;6F M1S?QWSXTXY;RLB4\[9=3\JR\K,TDK7WOX7)M\3Y!^,U\O964,3"N8%KTC25N ME9F'P)>55.U_'+=>//)MI3(YIX_9T*<>MY61*>=L>J^4965F:65O[W\)DV^* M[[\7KY>RLH8N'8M.Y?%S?>,?+-O3)Y[XT["%.,V\S)E< MV&TZ>Y=F9F=HI6OO_P`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`(;QY[8\6NV.3]+]T<8R.+\VXOD>V MY;E[[^JWFJOSN?LSDW&=G]NW9W7&]U9MUN8V3;I3U])6[D;=ZW=M0@!^07C[ MVKXP=J\FZ;[DXSD<8YIQC(]MRW+W7]7N]7?E<_9G)>-;/[=NSN>.;FS;K2=0=O\;R.-ERW7W7M9NM9>E< M_9O(^.;+[=NUN./;BU;K/&R84IZ^DK=R-N];N6X5SWD?XX=O>*';W*ND>[N* MY/%.<\4R?;)O%GCCPP`9"^(_\`\5WC'_\`,+TO_G(XTR!\3/\`XJ?&?_Y@>FO\XW&W MO7BM_P#$_P".'^/KI_\`SA<=9'>'7_Q=>+'_`,QW1_\`G-XPM"UF^LGEJT`` M```````````````-3/S5^,V1Y*^!79=O1X-<[FW2U_&[SXC9LVJW,K+IPC`V M=KF.LL4M0GE7[F;P#:[25C'MTE7(SK./'VUE2-::I?F=\:\CR0\$NR;>DP99 MO-.F;^-W?Q.S9M5N9.53A6#LK7+];9I:A/)OW,W@6TVDK./;I*N1FVL>/MK* MD:TUEPJYO,>G[^/W3Q6S:M5GDY5.&X6QM\MUUFEN,\F M]3WQ]=H6]#@2S^<]'Y&-WUP^ MQ9M5N9673@N!M+7--78I:A/*R+F=UYMMM*QC6Z2KDY]G&C[:RI&M*]57\H%R MN3`$G/\`+(\GQ<3N_P`H.&SK;_&[[JKAG)\>-:R^[7%XER[*U676%*4]E;<; MO-K'N]?KZUCZ?V4E[\M-R;&Q>Z_)KATZV_QF]ZMX;R:Q&ON^[7&XGRW*U>76 M%*4]GVXW>:6?=Z_7UK'T_LI'WY<;D>-B]S>27$95M_B]YUCQ#D=B-:R^[7&X MKRK*UF56%*4]E;=+O,;/N]?KZUCZ?V4IK\K7RG%Q.]O*KA,ZVOQO(.I>$ M3:EL-E=A7%U]FY&4_?=G9LWL0/-#S9Z7\'>J%/ M5N7V+VGM87MIFVLW&X%U_KLBS3E78._QK5N5-7IL>=+E<;7XL\BU+/V%V%<; M`LW*2G[KD[-F[A;YR^=W1G@/U!F]H=P;F%_<9]G/Q>N>M=9E6(\Q[,Y)B6K4 MJ:C18URERN)K<2YDV9;'9W85Q-=8N1E/WW9V+%Z'5U/UEY9_.OYB;#G78FRS M]'U=QW-P[?,^38%N];X3TSUW++N96#U[UYBYU+^+EJNM/*WYR/+W/YQV%LL_2=8\>S,2WS'DF!;O0X5T[U[+*N96#U M_P!?8N;2_BY7+-O8C.F-;E2[?RK^N/*/YL/+/.YKS_8YV MEZTX_F8EOEW(L&W=APWJ+@,LJYDX7`N!8V92]C97*MM8C.F/;E2[?RD^MY9ES*P.N> MN,7.ID8F7S#RLJ[.Y.M92JFT= M+]-=<^/O6/#^G^I^.8G%N"<(U-G4Z75XU/==G2-:W,S9[/+E3[^SW>WS+ES) MSFUF-3W7)TCZ MW,O9;++E3[^RW6VS)SRR.'5/"^ENG^,8?$ MNON!Z>SI]%J<6GONW*1];N;M=KF2I]_:[[=9MRYE9V9>K*_EY5V=V=:RE5"K M_,6:3Y)YZ:WCD.UQH7(2C8S-MM^6\S MR+ERW"]9[WQMSE: MA;_5K'VREH7:*&D!'Y`%EY\>)DX?2O#.0[G%N6/P]S&Y M-SW7QY]RRQ.UZ1E2=KDW)\N-:RI2!V\>>) MD8?3/#N0;C%N6?P]S&Y+SO7QYYRJQ.UZ1E2=KDO)#6[$\7(Q.GN(;_;XURS]B>/R/G&!'G/*+$[7I25)VN1\CRH MUK*E)2K3W2I2M:T6@_QI]4V.E/`3Q(Z]MXT\/)PNC^$\CW>)4 MFMQA&=@795GQK@4Y6\W2\ M(GD6+D?L;CFN1:ADYMJM??;T]N,+D)6]A&5(W_SP>=^+PWAD?#+K3=0GS'G6 M+A;;NO-P;LJSXYP6;IN%RR+-RGV-OS._:AD9EJM?=;U%N,)PK;SXUI%C_ M`#%GR*X?!>!Q\$>J-]"?.>P\/7[KOS/UUV5;G%NN[DK>?HN!SR;%R/X?=<[R M;-O*SK-:^^WI;487(2M[*$J=)_+N>!M_3X&X\Z>RM+6SF[K%VW"O'_#V&/2E MZQI;DKNLYSV1C1G[IVJ[><+NCU]S^#G7&AL*UC*UD69UZ7^7N\%;^HP-OYQ= MD::5G-W6-MN&=!X>?8C2[8TUR5W6\W[&QXS]T[4MM.%W2:^Y_!S_``T-A6L9 M6LBS.O3?@*\(;VIP=MYK=B:>MK,W&-M>']%8F=8I2[9U$Y7==S3L+'I/W3M5 MVLX7=+@7/U)_AH9]:TE:R+,Z]&_+=?']D:77[GSX[/T=;&=O,7<<'\=\+8X\ M:7K&DN2NZOGO9N-&?NG9KN9PNZ'77/X.=<6&QK6,K.38G656E*).26J````` M```````````\I[U[=XUT'TUV?W3S"["WQSK#@_(N9[*W*]"S'BPI2LKF1?A"-*UE2CROO'MKC?0_3O9OL^$\AYE ML;LKF1>A"E*UE2CS#NOM7CO1O4? M9/)C0IZRN9%Z$* M4K65*/(^_.X^+^/?2G:G>',[T+7&NJ^":]ENW[L;=S.S9UA&4Y5C'TIZU]&=_P`2_CS'R4\]^A>&[#"CF\4XER/^ M=GF\+MFF1ARXWUG&/)K>#L+-?IMHQY);P=A9K]+F!R#D6-@:J[2OT] M,[Z_1FW\6O0L?(?SCZ/XCGX=,SC'%N0?SH\RA=LTOXE>/==1CR*WA9]JOTG@ M[[D&-@ZRY2OT],[ZL_OB`\<8^3OR#^/O"MC@TSN(\/Y+_.]SN%VQ3)PI<9ZN MC'E%O`V5FOTN:_D?)<77:B[2OT]-A]?HL<5B4L$5EN````````````TS?.OX MR5\@O!/E_+--K_Q?-_'?8V^X]).S9E#?+>5:;`_%]A;[@TL[5F5S*N\8U>+ M?P.QM=]R$+D[>##B67=VEVE*>DKNIL^M8TI6M-1'S7^.->]_"?E?*-1@_BN9 M=!9]OMO33M697,J[QK68M_`["U_OA"Y.WA0XIE7=G!#AV M9=VUVE(^D[VFL^ZL8TK6D`A`J07E>2`)0OY;WRYAQKG_`&/X;<\JV$+6K["M97:/5OXG(K&,>;:#7XV)S;CN):G*7W<]@^(_*,^%K6<_M979O6/XB_6,8\ MST6OQL7F?'L6U*4ON9&^XIA6=A;I&D(VXZ7(K6LI78T2K?RS/F+#B_8?9GA3 MR[90LZGLFSF=L]2?BLFL(PYWQW6XN'SOC.':G*?W1[.[[*W(8>%"GVL/!L3N6ZYNWVN9.WB86-&OW,K+OV[,/6+A M8T:_N.-Y_)^2[2[[)7(8>#"GVL+`L3N6OQVXVV9W.)W\2UNLK]E<)XM+)KDX?!N`:N]?AQGBF#*D;=J57-YW\2WN M9]VXR?V9PWC,LFN3B<+X+K;MZ/'.+X4J1MVJUQ,>[*]EW80MTRL^_ M?R*QI*[6BL?\Y?,#G_G)Y(\\[^YY._AVMWE?LG@W$Y95Q58O,1&2'B3XR<]\P._\`KWH/ MKRS.WM.9;:W3<[V6-+*P.'<1P:QR>4,L'0:F,[M+5;EN65D?:QK= M?O7K=*Y%^)_C3SORY[[Z_P"B.O[,X;3F&VMQW&\EC2R<'B'$L*LW7[MZW2N0GBQXX\X\L.].!]'<"M3AL^7;6W3 M;[N6/+)P>)<5PJQR.2\MV<*7;$986BU<9W:6ZW+MTKDSX?>+ M78/F9Y#]<^/G7%F=O:\UW%N.[W\L665K^%\.P)1R>5\TV]NEW'C+`X]J(W+M M+5;MN67D?:QK[TI8^]&=+1LMUMKUFU8MYF\Y!M[T6(/273G!?'WJG@W376NKIJ>%\`T6-H]1CR^U++RI0K/(V.XVEZS:L6\ MO=[[:7[V;G7Z0C]_+R+ESTI[O19W]`]&==^-/3?7O175.HCI>!];<=Q>/Z3& ME]F69F2MRN9.SWFXOV+./;S=_P`CV^1?S]AD>R'XC-R;MSTI[O2GK;UAZF]@ M````````````8!?)IY;ZSPT\/^TNS[>WM:_L#=ZG*X!T_BTN4IG9W9?*\'+P M]+F85GWVZWH<4Q8Y&ZR:>Z/_`!;73C2OOE",L"ODJ\L-;X=^(O9_9EO;6M?S M[=:K)X'U'C4N4IFYO9'*<++Q--F85GWVZWH<6QHW]SD4]T?^+:^<:5]\H4E@ MO\C7E/KO$7Q/[+[(M[6U@<[W&JR>#=3XU+E*9N;V+R?"RL33Y>':]T*WH<8Q MHW]QD4]8T_#X$XTK[Y0I77E\H_F%J_"CPS[6[4M[BSKNQ-YJ,KKWIG$IZUUMT;V%RJN3=C ME8M7Y>GA%SE7GOG\GN0]UKKCI'L#E-E8E'Y;7@=WEWR'['EEV'NL]8]#=C M`V+$+M(3C3,R,3F&3E9U2<4FMI\ M@``.&Y'R+0\0X_O.5\IV^NX_QKC6IV.^Y!O=OEV<'5:;2ZC$NY^SVFRS0Z+B6@W?*>3[?7Z#C?&]3L-[O]YMLJS@Z MO3Z;4XEW.V>SV.;D2A8Q,'!P[$[MVY.M(PA&M:U]*.(Y!O\`2<4T6YY/R7:X M&BX[QW59^\WN[VN5:PM9J-/JL6[G;+9;#,ORA9Q<+!P[$[EVY.M(PA&M:U]* M.$Y+R3C_``WCN]Y=ROGP[VPVFUV>=D3M MV,/`U^%CSNW;DY4C"$:UK7THT(1\Y_D`^0OEO*-)\:'".&=0>//%MQF\;R_+ MGO35W+]>4;;"N3I=R.!<8VFFWF+]NN/^O##N:3<7[=)6);"YK97Z8]-$,?-_ MSX^0+EG)]+\;/"N'=2>/W%]OF<3[7#N3I=R."<9V>GW>+]NM MC]>&'/2[>_;I*Q+/N:Z5^EBFCJ/FIYU^>G*>2Z;XZ>&\0ZHZ%XSMLOCV5Y4] MU:VY?KR3:8=R=+N1P?C>RU&YQ?MUL?KPQ)Z;;7K=)699US7RO4L4CY1\]OD0 M^1OF'*]'\7O!>$=-^./$]SG<8R_,3OO57,BO*MQA7)TNY/7_`!7:Z7>XGVZX M_I)_S;\)PHG>+Z#C.UG"MF_75XNYQ^'<@OV[F3*W* M%J]2SK:QK2,:W;5N=R4>TY_B]\R7#<.'(^%?(/USV/R+'QKM[*X3SKJ/C.BX MWLYPK9OUUF+M\?B&_OPN9,H2A;O4LZZ4:TC&MVW;G.L>X;+Q$^=+@N##E'`O MDPZN[2Y/C8MZ_F<`[#Z4XGQWBNVG"MC(KJL/=XW">29$+N5*W*%J_2QK)1E2 M,:WK5NYO>W<"SC7\ MN]L.O\^]L-O;AESP\6]?LX]K8;/$S+&/>GCY'? MFCU59\=/+O3X5'BWK]JQ:S]EBY MEBQ=GCY)BWK]JQ:S]EBY=BQ=GCY4IV[MBU['X0_)[S3L7NS8^% M'G-U%9\9O,[28%N>X]?8Q;^9>V/7FPO;'<6X9D\+$OY%G'L[': M8F;CX]Z>-F3G:NX]K;ZVXMKKQKL)8.R[BWT;,-[B4K;]U,C M]QM+CV-=6594E8V%_86:QI[/=*%+^8#\P<+N;R%T'C?PO:_C>%^.L-A#EU[& MNPEA;+M_>PLPWF)2MOW4R/W(TUBQKZRK*DK.POY]FL:>SW2AI?/1Y;X?<'?V MA\=^&[3\;P[Q]AGPY9=QKL)86Q[:WD;,-WBTK;]U,C]R]/8LX%95E25G/OY] MFL:>SW2@H_F-O-3![O\`)+CGC#P7;_C^#>-$-C#F=[%NVYX.T[HY!"S#?X=* MV_=')_<+1X]C6UE65)6-CD;&Q6-/9[I1YT?EH41Q4Z7\NOU1C\)\#\_L.YC5 MCL^Z.W>9\AIFSMTA.]H.'QP>O]7A6YTK_"XN'NN/;2Y&M?K2[DW*?HI1.%_+ MU=5X_"O!?.[!N8U8[/N3MKF/(*9L[=(2O:'B,<'@.LP[Z>@MQ]B%OLO@>WTNIR\F,IV-5RO&C;V_"=]6/0^J\G/&[N;H?;TL1AV1P7;Z;5963&4[&KY5C MQAMN%[VY",H5N4T'+]=@YOM]:4E7']*U]*O`?*CH[5^2GCKW#T;M?L0AV+PC M;:?5Y61&LK&KY1CQAM>';NY",H5N1T7+-?A9OM]:>ZMCTK7ZL;/,/Q[U'E7X MO]X>/>Y^Q"WV?P#]X_M=AI-UK,JE(Y.NVVJR[V!L<'(C&4HQOX MF9CSMSI2M:4E&OU5G&\TNUXUNMQQW>X-_6;S0;38:73> M$_DYUWWQH8YN=J-1FST78?&L/(K8_?#K??3LX_*^/SI*<+%W*I8MV\[`^]ZV MK6TPL6]*E:6_1EUX,>5_)?"_R7Z][TT4)D5L?O=UUO9V>\=Q+];/[V=>[N=FQR?13I6<+-W)I9MV\S!^[ZVK6SP\:[*E?M^C,WP! M\P.4>#7E-UOW_P`?CFY^FTV;/0]C\8P\BMC]\NLN03L8W+>.SI6Y;L7BR>Z]Y_Q#M7@W$NR>`;S"Y+PKG/']7R?C&]U\_?B M[/3;C$M9F%D0]?2=JY6U=I&Y:G2-RS)=I<'XGV/P+=X M?(^&8$_?C;+3[?$MYF%D1]?2=JY]J[2-RU.D;EFY24)QC.,J4L M.N!\YXIV;POBW8?!MUB1&E?2=JY6U=I M2Y;G2-RUVN![:[H````````````` M`````"M[^6'E&+R_Y&?+G;8ERQ=M8G;&?Q>^4J_?L MYO'[D+O]C[D9>E*4]**Z+Y5>3XW+OD0\LMKB7+%VUB=JYW&)RQ_=]NF3PG5: MKAF;;E[Y2K]^SF:"Y"[_`&/N1EZ4I3THKW/E#Y+CE%9I\N_*\7F?R5^8FW MP[F/=M8?;NPXI.6-[_MTRN!ZC4<'SKE*:\ MVOQ@4UQ+"GX/^P\7L'XUN@K<,G[^SX'/GG7F\M^Z,OPF5Q_GG();36W/25(UI]STI2L?25;`7X3NP<7G_P`<'0UN&3]_9<%GSKK[=P]T9?A, MK0E*5CZ2K//^&7GV-SOX[^C;<,C[^QX M1/F_`=S#W1E^%R=%S??9.JQ_6DJRIZ\5V6NN>DJ1K3[GI2E:>DJV-?P1]CXG M8OQA^/5N&3^(VG`)]@=<;VW[HR_!Y?'>P.1Y6FQO6DY2IZ\/VNLN^DJ1K3[G MI2E8TI*NV=M;;26WT```````````````!KW^0_X\.I_D!ZGGQ;E,,?B_:7%\ M?-RNJ>UL7"A?VO%-K?A2<]5M80K;O;KA6ZO6X1S\"4Z?HI?L5MY%N$Z:_P#Y M!OCYZJ\^.JI\7Y1#'XQVAQC'S30Q^-=E\:Q\S)ZP[/QL.-[9\7V M=Z-)SUFSA"MN[N.'[B[;A'.P93I^BEZS6W?MPG37-\D'QO\`4/R(]0SXGRR& M-Q3M?BF-G974?;F+@PO[;B.VOPI.>IVT(5M7MWP?=WK4([#7RG3]$;]B5O(M MPG2OC\AO'GMCQ:[8Y/TOW1QC(XOS;B^1[;EN7OOZK>:J_.Y^S.3<9V?V[=G= M<;W5FW6YC9-NE/7TE;N1MWK=VU"`1Y!>/O:OC!VKR;ION3C.1QCFG&,CVW+< MO=?U>[U=^5S]FOI*WERW7W7M9NM9>E<_9O(^.;+[=NUN./;BU;K/&R84 MIZ^DK=R-N];N6X5T?D?XX=O>*';W*ND>[N*Y/%.<\4R?;)O%GCCPQD+XC_`/Q7>,?_ M`,PO2_\`G(XTR!\3/_BI\9__`)@>FO\`.-QM[UXK?_$_XX?X^NG_`/.%QUD= MX=?_`!=>+'_S'='_`.6K0`````````````````_BY;MW;<[5V M$+EJY"5NY;N1I.WE:*\+Y;O`O9>#WDWN\?CNIO6NB>V%D9=+V]Z]NW*0C&UG<&SLN-FS"M9SN:N[B793E$YN7&S9 MA6LY7-9=Q+LI2N3N4C6__,+\?FT\$/*7>8W&]1>M=!=O9FVYQTML[-N5<#4X M.1F4O[_K:[=I;C"SG\!S\R-BQ"LISNZF[A7I3EU=-9;4TVY?!]WKA M]&_(AU+#<9L-?Q_N+7\@Z.W&5._2S'\3S>WB9O#<6L92A;O_`+1['X_I<;VR ME3T^[[Z>Z48QEME^$WO'#Z1^0?JB.WS8:_0=OZ_?]);?)G?I9C^(YK;Q,WAV M+6,I0MW_`-H=BZ#38_ME*GI]WWT]THQC+:G\,G=>)TOY\]6QVN9#`T/;6!ON MF-MDSO4LQ_$=PK%K&4H6[_[2[+X[I,;V2E3T M^][Z>Z4(QE8/)_:>*L7P``````:H_D9^6/HWP,T.=Q?'OX/9_D7L-=2[QOJ3 M4Y]/M:*N79I/"Y!V9M,6EW]U]'"WM8?\`_4]E&L:6+<+,KF78U7_(A\J_ M2'@IH\[C&/?P>S/(;/U]+G'.I]5GT^UHZY=FD\/?]E;3%I>IQC20AM8G_ M`/4]E&L:6+<+,IY=C6!\@7RB]+>$&DS>-8]["[([_P`_`IW"Q*YF6(Q_CCXH^97S9>0FS[R[PY7O-1U-B;&WA MKND.,9-VF!=SK5NLZ5C8CY^3[K5=78F?;P^5=G96%7'T&FU>)=KPN7AU&%>KD^(8/#."\^V=R%)7\K(G.Y6D8PC[;5NW"$QOHOHC MJOQMZUT/4O3G%,+B'"N/PN3L86/*YD9NQV.3[9;#>;W:9,KF=N=YLKD*5OY- M^GO%;JGCG2_1G#<#A/`N-0NSQ\#%E=RL_:;3+]D MMER#D.WRIW=AO>0[6Y"DLC+R+D[DHQA;C[;5NW;A[.]D>O/;4![\P'H,G3?) M!SG8WZSK:Y7UIU3O\.DK5+=(XV-QB'%I4MS^[<^_#\7QJ[7W^D/25:Q]OZON ME`_^?'0Y&G^1?F^POUG6URKK?JO?8=)6J6Z1Q\?C,.+RI;G]VY]^'XOC=VOO M](>DJUC[?U?=*#C\Z^BR-1\A'--A>K.MOE'7?6&]Q*2M4MTCCX_&X<9E2$Z7 M)_?A^+X[=K[O2'I*M8^GZONE7P?F(^/9.E^3+GFROUG6UR[J_J/D.%25FEN, M<;&XM#BDZ6YTNW/Q$/QG&+U??Z0])5K'V_J^Z6E!I?:=6C8`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`GA9VG\F'D; MR+L/M+:;_+ZRP>5UY9WSV;EW:V]CR/;;?(N[6O"N.Y4J0A/DG(_2L9RL1K9T MNOE2]*-*UQ+&1#U^-SP+[A^6#RDY1V;V]M^29O4VNYE+F?D;VSFWJVMIRG=; MO)O;B7`N+YDJ0MW.5X3QKCW#>): M?`X]Q7BFDU?'.-Z#58\,36:71:3"L:W4ZK7XUNE(8^%K\#&MVK4*?2,(4HGJ M<8XSQ_A?&]!P_B>GP./\7XKI=9QWCFAU>/#%UNFT>EPK.NU6KP,:W2D+&'@8 M./"U;A3Z1A&E$Z#C7&]#P[CNAXEQ;4X.AXSQ?3ZWC_'M'K+$,77:?2:?#LZ_ M5ZS`QK=*0L8>#A8\+5N%/I&$:46&O%.*\/ MZG'AB:O1Z#1X-C6:C4Z[%MTI;Q\+78&-;M6H4^D80I1SKG'-N?`````````` M``````1?_P`QQYD8?&^NN%^%O#=S[N2=@Y>J['[@L85VDJ8'`]#G7+W">,[/ MTC*%+W)N7X,=I6U[HW[-O2V)RC]K*MUG&4_,2^86'QWKSAOAIP_<>[D?/\O5 M]B]NV,.]25,#@NBS;E[A?&MGZ1E"EWDO+<*.T^U[HWK-O36)RC]K*MUG&U_, M$>7&)Q[@'$/#[B.W]>0\\RM9V#VQ9P[M)?@>$:3-N7N'<1\KPH[ M.MKW1O6;>GLSE3[>3"LHK'YEOS5PN,]:\(\(.%;OWB%(F*%\E7_EC^ MJL:_R'RG[PR[$/QFJTO`.JN/Y-(UK<_#;_.W'+N86)2K&E(0^[QK1RI2,J^Z MOK[J4]L?=*7_`"TG5F-?Y!Y1=V9=B/XO5Z;@75F@R:4]9_AM]F[?EO+[$I5C M2D(_=XWHY1I&5?=7U]U*>V/NDZ_EP^L<>_O_`"9[FRK,?Q>LU'!>L=%D4IZS M_#[W-VW*N6692K&E(1^YQW2RC2E:^ZOKZTI[8^Z6S^5HZDQLCD?EEWMF6(?C M-3I.O.I..Y-(UK<_#,:&4:1E+WU]?=2/MC[I<*62E M1IAX```````````#C=SI]5R+3[7C^]P,7:Z3>ZW.T^XU>=:C?PMEJMGBW<+8 M8&78G2L+V+F8E^=NY"OTE"5:5<=N-1J^0:C:Z#=X&+M-+O-;G:C;ZS-M1OX> MQU>RQKN%L,#+L3I6%[%S,2].WP]AK-CC7ZS8I6YN^'[/!RY>V M/L]UZOMK6GI6M9[Y==![3Q>\ENYNA]I')K3KOF^TUFDRLRDJ9.TXAG?;W/"= MU>]UJQ2MS=<0V6%E2]L?9[KU?;6M/2M:WWRPZ)V?C/Y'=P]&[..36G7_`#39 MZW2Y6725,C9\2S?M[CA>YN^MJS2MS<\3V.%E2]L?;[KM?;6M/2JK%\S/';;> M)WE+WAX][:.56/6G/=KJM#EYM)4RMMPO/^UO.![R][K-BE;N]X9M,#+E6,?9 M[KU?;6M/2M<;6.3'IC([YU=V5S#ISL?@_:W7^UN:7FO7G*-+R_C.RM^^LT^!;2Y MIN9]?-[*W[ZQQ]MH\ZSG8L<[4Z5A.5*V6/AIY4<&\R_'?K[ MOK@UVQ9M\FUL,/EG'89$;^5POGFLM6;/+.(Y_P!?NQN:K83]V/%^7707!.[^%W;%J'(M=#$Y3H( M7XW\GA_-]=:LVN4<4SOK]V-S69\_=CSN1A+)P;MC(I&D+T5GYX3^67`_-CQN MZZ\@>!7;%FWRC60P^7\;AD1R,O@_8&KLV+/+N';#ZTO1N:G8S]V-Q\J,:6[\&4;)YDJRM`````````````````$+3Y_/D*GV_V7+PUZLW7W.L^G M]Y3)[:V6OO4_#\Q[9P*7+/[MSNVIR_$:;K7[D[%VW7VQGNYW_?"M<+'N(:'S MU?(#/MSLFOAYU?NON=;=1;NF1VML=?>I]CE_:V#2=G]W97;4Y??T_7'W)V+M MNOMC/=3O^^%:X>/<0^_G1\])=K]BU\1NL]Q]SKKJ?=4R.TMA@7:?8Y;VE@TG M:_=Z5VU.7W]1UY]R=F[;K[8SW,KWOA6N'CW$(#\PW\C<^Y>T)>%'4^\^YU?T MSOJ9/;^SUU^ENVW) M[&?C1ALNO^"2]FPXSUY'[D:Y&%L;WNAL=W;_`(.5(/1%.S>Q=+^$\@>\=9KMMR6QG8T8;'@/!9>S/XWU]'[E*Y&'L;WNAL-U;_ M`(.5^NZ];K]KR.QG8T8;'@G"9> MS.X[P&/W*5R,//N^Z&?N8?P/E.U.S-%^#\ MC>_-5K=QRFQGXT(;/KO@$O9L>+]<1^Y&N1@[*][X;+>6_P"#E7/E:QKL*UU] MNR[L[*UF+R>.#/,TO5O&KN M+R#M#DLZVON8MG6<3Q\JW>P31P9Y>FZPXY=QM]V;R2=;7W,6SK>*X^3;O8./FU](PSMCX^Q-;C^EBVI['82LVON_:M MVK=NU8LVK<8+GR`^?G:/GWVW;YQS''IQ7@?%[>;K.KNL<'.GGZSANFS+MFYF M9.7G5L8G[;Y5O98UJ>PSY6;7W?M6[5NW;L6;5N,(SSS\[^S?.[M:WS7EUBG% M^#<9MYFMZRZUPLV>=K>(:C+N6IYF3E9M;&)^V>4;N6-:GGY];-K[OVK=JW"W M9M6K<8`'R-?(KVS\BGO>)6\[5=3=58&?/8:KA&DS;MFYG969G MUQ\+]N\NW\\2S/9;&5FS]W[5JU:MVL>S:M1WS?ECNKKECC_E5W5E69UM;/<] M>]7:+(]E8VX7-'A;SEG++/W:^L;L[D>0Z67MIZ5MTCZU]??3V[U?RT?6-RSH M/*3N;*LSK:V6XZ_ZQT>1[)1A"YI,+>F[W\N%UK.SH?)ON')LSK:V.WX%UKI,CV5C"$]+A[KE'*+/W*^L;L[D=]IY M>VGI6W2/K7U]]/20'^5GZIN6..^6G>&78G6UM-UUSU3H,G[=8VX7-#@[[E_+ M['W:^L;T[L>1Z27MIZ5MTAZU]??3VRKTIA)U2V@``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`Q;/W>.:O+R=MUYJXZG59F M?"-O(S;6QU]S#M2E=C9OBWPOICN#` MYWQ,W#Y'GVKUN-;.TUTJ5C;C.]"NPGS M>ZQ[,[(^)_QM\ON<1V^@\QO&'AW3?;F#SF[@7VN0SOV*9MC, MNXF9A\BSK5Z$:V=GKY>L;<9WHUS[\T^MNR.Q/BR\=?+3FL=MH?+SQIXAU!VQ M@\VN8-W$YSZ7]EQW`WEK?SOV:9EC,NXF9B<@SK=Z$:VME@2I6-N,[L:[(O/3 MJKM3L_X??%_S1Y['<\=\VO%'A/2/+8[3ZOX!V-8Q; M/W*6L:SS?BFIY-:L6J7I2N_;LPV=(Q]U:R]*?6OJWW]*=B6>WNF^I>V<>Q;Q M;':'67`^Q+&-:^Y2UCV>:\5U7);=BU2[*5W[=F&SI&/NK67I3ZU]6]7IKL"U MVSU!U3VI8L6\:QV9UMP;L"SC6ON?:Q[7,N,:OD=NQ;^[*5W[=J&RI&GNK67I M3ZU]4B'HKLNSW/TCTYW#C8]O$Q^V.J^O>R[&+9^Y]G&L\[XCJ.46L>U]Z4KW MV[,-K2,??6LO2GUKZO4'IKTEZH`````````````````````````````````` M```````````````````````````````````````````````````````````` M#1C\K'S`=<^)/#>4=.]&0Y66OU%:RN1OUA?RX1L1A:R="GRV_,QUIX?<*Y5TOT+RG2)C7*RUFDK6=V&16&1FPACQA:RX)&?GY^US M\W:;3-R]EL]EEY.?L=CGY-[,S\_/S+T\C+STV>9 MD[#9;+89-[-S]AGYMZ>3F9V=F9,[F1EYF7D7)7+MVY*4[DY5E*M:UK5^1^1^ M5^-8#_!+V7P7F_QQ=.<6XIL,&6^ZIV//^(<^T-C(A/-T?(=EV'ROF6+?S+'Z MMZ%GD6FY)CY]JY[?MRE>N6XRE*U/TGR_!KV1P?FOQU]0<7XKL,&6]ZLV//>( M\\T5F_">;I-_LNP>5W[+Y^%+>=8[#G7%.<:2S?A/,TN^V//>4W[N6XRE*S<]-Q+;VVT-T(`` M```````````KZ_G,Z6X]TU\B/:=SC/V;.M[;TW'.ZM?V?R#F4<[&Y9]V4J>LKVXY3IB")\TW3^AZB\^NS+G' M/M6M?VGJ./\`<&1@6O6O[/WW,(YV-RG[DI4I65W;\GTV9LJ_II3\=Z4^E/17 M5_/3TAQSI/Y(NU[G%OLV=9W#I>-=WY.NL^ZO[-Y'SB.PQ>8?=E*E*RO;KEVB MSMK+]-(_M#VT^E/2FH-J/:HFFL`;\_AY^7/_`$.QE;7:],<@V5VMS.SL;78T;V9L^![K)G6]L,+'A/(Q,BLLO&MSG/(LW] M\7Q#?+/_`*(&9'H/OS+V6Q\<.0[2]FZ/D./9RMIM.F]_L;M;F=FXVOQXWLS9 M<%W.3.MW88>/"=_%R*RRL:$YSR+-_>3\37RJ?Z)69'HKO;*V.P\>-_L[N9I- M_8LY6SV?4&]V%VL\W-Q\#'C>R]CPC<9$_NY^'8A._BY%996-"1B9,I9F+;N3N9%G(FX<&Y[PGL[BFFYSUURSCW..&\AQ(9VCY/Q7 M;X.\T>TQ;GZ+N'L==>R,:[[)>L9QI+W6YTK&5*2I6E)J?".=\+[+XMI^;]>< MKX_S;A_(,2&=I.3<7VV%N])L\6=/I=Q-CK[U_&N^V7K&<:2]T)TK&5*2I6E) MDW"^;\.['XQJ.:<`Y1H.9\1W^+#-TW).,[7"W6FV6-/]%W$V&!>OXUWVR]8S MC27NA.E8RI25*TI.GX%V!P;M/B6EY[UMR_C?/.%L9QI+W6YTK&5*2I6E.VNUNTNW@```````````````/$O( MKR`ZW\7^G.<=V]J[O$TO$^$Z;+V$H7\FSCYN_P!M2Q=KIN*:&U>E2N=R'D>? M&&+AV(TK6=VYZU](1E*/BWD-WYUSXR=/\V[J[2W6)IN*<+T^5GRA>R;-C-WV MVI8NUT_%M%:O2I7.Y!R+.C'%Q+$:5K*[/UKZ0C*5/&^_^]>O?&SJ3F?E2N?R M3DNPA#%P[$*5K.[<]:^D(SE&L,[#YON^S>?\Y[(Y+=I?Y'V#S'DW-]_>C64H MWMWRO=9N^VMVE9UE.M+F=GW*^M:UK]?JK-^P>:[KLKGO-^QN27:7N1<_Y?R7 MFN^O1K*L;NZY5N[2[&LZRG6ES.S[E:5K6M?K]5;OS[F>X[&YUS3L+D5RE M[D'/.6\CYGO;T:RK&[N.4;C,W>SN4K.LIUI/-SIU^M:U^OU57O8_.]YVCV'S MWLWD]V-_DO8O-.4<[Y#?C6=8WMYR[>9W(-M=C6Y64ZQN9^PN5I65:U^OU=/= M0=3=,24/R^'GEPKI#F///%3M[E&NXGQ#MSYQHL'`IAW;M;-N67JXX_NG=RK$$CSX`O.KAG2G+^=>+7;?)]? MQ3B/;&XP^8]9[_>9L=?HL#LRS@XVDW7'=AG95V.#@7>;:/!P?P=V[6S;EE:R M./[IW^!SS>X?TURSF_C%VMR7`XOQ3M/;X?+^M][N\V.!H\'L>UA8^E MW/'\_-R;L<+!N\STN%A?A+MVMJW7*UM+'NE=R;,4G3\N?\@/!^BN:=@>)7;=5\BW^?#7@P-?^"O7JV; M'4_R`]3SXMRF& M/Q?M+B^/FY75/:V+A0O[7BFUOPI.>JVL(5MWMUPK=7K<(Y^!*=/T4OV*V\BW M"=-?_P`@WQ\]5>?'54^+\HAC\8[0XQCYN3U9VGC84;^TXKM+\:3GJ]I"%;=[ M<\,W-ZW".=@RG3]%+UFMN_;A-@;Y\>`_5WG7U=/C/)H8_&NR^-8^9D]8=GXV M'&]L^+[.]&DYZS9PA6W=W'#]Q=MPCG8,IT_12]9K;OVX3IKF^2#XW^H?D1ZA MGQ/ED,;BG:_%,;.RNH^W,7!A?VW$=M?A2<]3MH0K:O;O@^[O6H1V&OE.GZ(W M[$K>1;A.E?'Y#>//;'BUVQR?I?NCC&1Q?FW%\CVW+OI*WU?&#M7DW3?Z_J]WJ[\KG[,Y+QK9_;MV=SQSMW+<('G? M?0G:/C1VCR3J#M_C>1QKF/&LCTN6Z^Z]K-UK+TKG[-Y'QS9?;MVMQQ[<6K=9 MXV3"E/7TE;N1MWK=RW"NC\C_`!P[>\4.WN5=(]W<5R>*:G2O(.E M.WM9+9O6]5RKCF M5=A.-G/POOSA=M3I6QEXURY8O1E;N2HQM\K?%?JOS"Z>WO3O:VNN7=;GUIL> M/-\X>CN1=&]R:NY=U6RE'9\8Y/K8V8HY=QC+O0G&SL,'[\X7 M;4Z2L9F+9YJ^%7NU^'F;X9=P>$'<&QZI[ M6UWW\6_^(V/!.=Z['OPXOV'Q>%_[5G>:.]=]_P!C+L>^%O/P+DZY&OR*^R?N MA*U=NP)O,/P\[;\*^V]AU=VCK_OXM_\`$;#@_.-?CWH<9[`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``'E7<7>74'C[PW/[![ MJ[&XIUKQ#7V[D[NXY3M;&OCE7+4:2_!:G"K6>QWNUN^ZD;6'A6 M;2[[J1M8>%9R,J].5(V[Z M#$W>73C]OM_9Z6[E]DQO2K;Q\S-MY6XOQOQ^SBZ M_)A&=?P>`7P)]C=M;S"[X^0#,Y!Q[1;?97>27>FLK<9]SM/GV;F9%<^]G]I< MGAEW,_B.%MK]RL\G%M7Y[_(^YN:Z]&E9_@\"_@D[$[7W>%WIY\9F_X_I- MML;G([G3N3M\ZYVASS,S+]'M;URL\G%M7I[[(^YN:Z M]&E9_A\&/@][![2W6'W=YUY>]T.EVNQN]R/N3I=N:^[&E9\?\`'G^7U[+[?WV#W_\`(AF\BXYH M=QL[O)KO2F5N<^[VQV%FYN1787]CVORJ&9C2LY&<2Z[XKH>#\#XWI>'\.XOKT_$^)<:UV/J=!QSC^OQM5IM/K<6/ML8>!@8=NUCXUF%/6OI&-/65:UKZ MUK6M9B7"N$\/ZWXGQ_@?`.,Z/AG"^*:S&TW&^+<:UF)I]%I-7B1]F/@ZW6X- MJSBXMBW3UKZ1C3W2K65?65:UKV9V1V)V@`13?S+'C-MMGK^C_+?0:Z>7@\;Q M,GI/LC*M4GG6,8969B6_K*]2B+)^ M9$\:]KL]?TGY8Z'7SR\'CF)D]+=C95JD[EW6Z_-V6;RCKC.N6X1E2WK/VOL= MWC7KTZQC#)R\6W]97J41A_S$OCGM-E@=,^5&BP)Y6%Q[%R.G.PLFU2<[FNU^ M;L87'M M;/,P.,8>5T9V;E6J3N7=7K<_:9_+.LMA=MPC*EK5?MK9;[$OWYUC"&5F8=NG MK*]2B)"B=(KZ'H`+$/XO?DAZO\XNF.*ZG+Y+@:OR-X9QG6ZOM/K[:YV/9WNW MV&GPL3"S^P^+XUVY&_N^*^,CY%^LO-KIO MBVJR^28&K\B.'<;UVL[0X!M,ZQ9WFVV&GP\7"SNP.,XUVY2_NN*\AO\`ID3G M:I.>NR+U5R+!UGD#Q#CNOUO9G`]GFV+.[V MN?J[W/&-_>],B<[5)SU^1>KCW_`-%J[>LA_BI^3+JKSPZ2 MXEJ,SE&OU/DMPGB^LU7;'76VS\>QO]QL=+@XF#L.Q^*XMVY&_O>(\DR/3)N3 MLTGM:UK7Z4I2CXE*,(RG.48PC&LI2E6D8QC&GK*4I5]*4C2E/K5HL^0 M[YPNA?%O5;KK[H+:<=[Z[_G9R,*U#2;"WM>L.O,S^%QY9G,N3:K(EC[S;Z_) MA7_[DUMZ5_WPE#+OX7ZGW-'GR"?-GT3XP:K<\`Z&V?'N]N^YVLC#MPTN?#:= M9]?Y?\+CRS.8D[5_#MPTV?;V?6W`LO\`A;$LOEO(]9?EC[K:X.1'_P#H^ONR MO>^$H95_#_4^YH/^1[YWO'[Q1U&\ZZ\>MKQOR!\AYV6;S7E&IR)8V^W&NR85_P#N/67I7ZSMRAF9&#^I]R/AXA^!7EO\NW=VV[\[ MOY1RO6=6[C?7LOL#O/DF/7\1NH8U^Y[N$=/ZC*LPUF7=PJU_"V88UJ&DT-B- M:2I*<+6%?T!>)/@GY8?+3W5MN^.[.3*?@_Y3_*MW)M.\NY^2OXC>0QLBY6?!>F=/ MEV8:O,NX-:_A+$,:U#1-W5W%>G.G.*X/$.!\0 MP:8FLUF)3WY&5D3_`(3/W.YS[GKE;C?[C*K*_F9E^4KV1>E64J_HI2;1T?T? MUCXY]8\6Z?Z?XMA<1X+Q'"IB:W6XE/?D961/]?.W.YSI^N3M]]M\FLK^7EWY M2O7[TJRE7]%*3.^E>E>M?'KK7C'4O4O&,+B?".)X5,77:[%I[[^3?G^OG;?; MYT_7)VV\VV365[+R[TI7;]V592K^BE)X'0G0G5/C+U3Q+I;I;B6!PWK_`(;@ M4P]7J\.GOR,O(G_";#=[O87/7*W/(=SE5E?S,R_*=[(O3K*5?T4IZX]9>J/8 M0```````````````&N#Y"/DMZ.\!^`;'(Y!M=7S'NW::N5SKWI;6[*W^W]OE MY5+EK!W7**8]+][BO"L>]"4[V;D1C+(C:G:Q(WKWZM-=7R`?)'TEX(<"V.1O M]IK.7]U;/62N=?\`36NV5O\`;VWRLFERU@[GDU,>E^]Q?AF/>A*=[-OQC+(C M:G:Q8WKWZM-?/GE\B?2_@YP789&]V>MY;W)LM;*YP/I_7;&W^W=ME9-+EK"W M')*8]+]WC/#[%V$IWLR_&,K\;<[>+&]>_5IK/^1GY/\`H?X^.O-ED\BVVJYI MWIM=5*[UST?K-I;_`'AW.7E4N6L#>>=A;W)W^_P!C*,K>/"[>I"SB:W68M9W( MZ_2Z77V;6'@XT:UAC8EBW:C^K"B`'W1W#S_O_M/F_Y.^WVP ME&5NQ&[>I"UB:W6XM9W(X&ETV!9M8F%C1K6&-B6+=J/ZL:(''<7;O/.^>SN: M=O=F[FYON;\\W>3O-YGRI6W8C!BPK6&+AV+=J/ZL*/+7F#S1Y0F%?EF>R^$SZG\B^GZ[;!L=C8 MO8NI['II+UW'L['9\,V7&=3QJ.RU]F4Z9.?B:;=:>=O+K",H8LL[']U:5OQ] M9>'Y:[LCA4^JO(;J*NUPK'8>-V'JNQ*:6]=L6MALN';'C6JXW'8Z^U*=,G.Q M--N=1.WE5A&L,66;C^ZM*WX^LLG\N;V)PV?5W?\`U/7:85GL#&[`U?8--->N MV+6PV/$=CQS5\=CL<"U*=,G-Q=1N-3*WE5C&L,:6;8]U:5OQ]9G?Y7/M#@L^ MHO)/IFNWP,?LK%[*U'9=-'?NX]G9;3A.SXMI^,1V>NLRG3*V&'I-YI9VLRL( MRAB3S\?W5I7(CZRADG!)/2K0````````````!#E_,P]*Z#CG;_CMWSJZXN-N MNT>'-"OZ8HE'YBWI[1\?[7Z"[OUM<;'V_97$N5\'Y+B0E;MWLR]UM MF://T^ZE:_\`>9-^YKN<5P[US]%NUAX\*_IBA9_FANCN/\:[E\;O('55Q<;= M]J\+YEU]RO#A*W:OYV1U5G<>V.CWTK/_`+W+OW=9V!+!OW?K2W:P<6%?TQ1B M49]&^18P!LT^,KY(^>_'SVQ?V-,;.YAT?SS(U^)VQUS:R*1OW;&-.MK%YGP_ M\1>M86%S70V+LZ0IV'X;.Y?TESK M(P,7M7KRUD4C?NV<:5;6+S'B'XB]:P\/FFBL79TA2Y6&/L<:LL6_*WZV,G&V M-?')\A7-_`_M&]G_`(?-Y9TQS?(P,7M'@%K(I&_=LXTJV\;EW$_OW;>)BL8LZVL3FW#/Q-ZUA87../V+TZ0C+66+D2M^MC)Q9^/0?D7TIY M/]?Z[L[HKL/C_8?$<^-N%W*T^5Z;'29T[4;T]-RC194;&ZXOO;%N=)3PL^QC MY$82C/V5A*,JSS^B/(;ICR9X#K^R^CNP=!V#Q+/I;A=RM1DUIL=+G3M1O2T_ M)M'E1L;GC.\L6YTE/#SK&/D4A*,_;6$HRK.EJ.2:7)C8W'&]W9MSI*>)G6+&12$HS]M82C*MA?X^ M>2G1WE3UWK>T^@^Q^.]C\.V%+<+N7ILJM-EH]A.S"_/2S;Y1V9DV;GK:I:XABY]J.#&Y2=+VWR<6D MK5VQ#)]FJ'Y<_/JQX1>.U_%X=L;4.^^X;6UXKU3CQI"]>XW8M6+-OD_9.3:G MZVJ6N(XN?:CA1G2=+VVR<:DK5VQ#)]FK3Y7_`#ML>%WC[?QN(;"U#O7MNUM. M,=6X\:0NWN.V+5BS;Y+V+D6I_P`%2UQ3%SK4<*,Z3I>VN3C4K;N6(9'LT_\` MS+_(EC^!GC3D8G"=G9M^0_=5G;\1Z@QH4MWK_&,>SCV;?*^T,JS<];-+/#<3 M86HX$;E+D;^XRL6DK5W'MY7LKX,K*R7E7;E_)RLF_ M7?NY.5E9-V MY?R5>N MY.5E9-V=_(RQH0O1N6:W+4_6^B.T['2/;W`NV[W!>*=E7>O\`?6.3 M:[AO.8;*]Q/:;G7V[MS2W]WC:G-UV;FX^HVM;.;"Q2]&U>O8\(7HW+-;EJ?J MW1W9]CI;MG@O:U[@_%NQKG`MY8Y'K^'\VCL;O%=GM\"W=N::_N<;59NOSMG.A8I?A9O7\:$+T;EBMRU/?)_ MM,'E?_@&\>?^![)_OY;T_P#:3/*K_`5X^_\``=C?W\-W?^T6^4/^!#H3_@>P M_P"_5("_VH;RZ_H_>./_``/9O]_A_M,'E?\`X!O'G_@>R?[^3_:3/*K_``%> M/O\`P'8W]_!_M%OE#_@0Z$_X'L/^_4_VH;RZ_H_>./\`P/9O]_A_M,'E?_@& M\>?^![)_OY/]I,\JO\!7C[_P'8W]_!_M%OE#_@0Z$_X'L/\`OU/]J&\NOZ/W MCC_P/9O]_A_M,'E?_@&\>?\`@>R?[^3_`&DSRJ_P%>/O_`=C?W\'^T6^4/\` M@0Z$_P"![#_OU/\`:AO+K^C]XX_\#V;_`'^'^TP>5_\`@&\>?^![)_OY/]I, M\JO\!7C[_P`!V-_?P?[1;Y0_X$.A/^![#_OU/]J&\NOZ/WCC_P`#V;_?X?[3 M!Y7_`.`;QY_X'LG^_D_VDSRJ_P`!7C[_`,!V-_?P?[1;Y0_X$.A/^![#_OU/ M]J&\NOZ/WCC_`,#V;_?X?[3!Y7_X!O'G_@>R?[^3_:3/*K_`5X^_\!V-_?P? M[1;Y0_X$.A/^![#_`+]3_:AO+K^C]XX_\#V;_?X?[3!Y7_X!O'G_`('LG^_D M_P!I,\JO\!7C[_P'8W]_!_M%OE#_`($.A/\`@>P_[]3_`&H;RZ_H_>./_`]F M_P!_CZLC\R_Y;2L7HXO17CG9R96;D<>]D879F38M7ZPE2S+.3*U8MR_:A<]*RA&[;K*E/2DH^OK3ZR,+M#*Q[616$J6;M_&M]BXES(LV[GI64(W;4IQI6E)QK7UIY7 MR?\`,8_(#O[4K>JTWCUPF=;,;5+_`!CKGDV7=C.,KLJY$:6I6]9J.A>&SK:C;I?XWU_ MR/*NQG&5R5;\:ITOC MCP6=;,;5,CBO6G*,N]"<9795R(QYMV-S&Q6].ERD:TK"MOTMQ](TK[JRPJ[9 M^6;Y$>Z,3)UO+O*7L+5:K*I=M7-9US32=3X\\2_[J7,#(R.M-3Q79;#"N6Y5 MA.&5?O\`W+=:QG65*U]<,>UOE:^0CN3%R-=RSR?[`U>JR:7;=S6]=_L7JJQ/ M%O>L;F#D9'6VIXML<_#N6Y5A.&5?O_:S69-+MNYKNO\`]C=76)XM[UI^Y"M8SK*E M:^N#O;_R^_)%W=B9.LYCY7]C:G495+UJ[J^M*:+J+'GB7_6EW`R,GJ_3\2V> MQPKEJ5;1?^Y;K6,ZRI6OKKVS\_.VN;E[+9YN7L=CGY%[,SMAGY-[,S5D3N7\G(OW95E.QV.?D7LO M.S\[(O9>;FY>1.5V_E9>5D3N7\C(OW)5E.;G9V1=R\S,RK\ZW+^3E95^=R_D9%ZY*LISG*LI2KZUKZMY[:W'-.W=S:E:C;K.G(M[>T?& M#<9U5ZDI4]:4G[:>L8TK6=Y\*W55>K_C[ MZHR\G&EB;;M+;DKTI*5/6E)^VGK M2-*UL5?@3ZZM2M1MUN4Y)O[VAXOE^^E*2OQS MN`<5T]ZDI4]:4N>VGK&,:UV^-M[:XW)@``TC_.#Q+D^CZA\5'$]/+?;+P^\C.O\`MO<: MVW9L3N2XE'4?6G=.\U5JQCSNRX7'>:NNPRHW9V[N32S9Y;I]%"_"% M*VHXUVY?O4]F/[H^9_,AV)UYWUX=>"W9'!=GK>9];]F>WXWL+8X.1&=+=^W2=S%S<._&ERQ?A:_,'V#U_WMX@>#W8 MW!]GK>8]<]E>;?CWN=/F5M6\C!VVCW/!^W(WL/88.1&=+=^W2=S&S<2_&ERQ M>A<_+?S[@7=_B5X5=A<*V6NY=U[V-YG]!;C49E;5O(PMKI=QPG MM>-[#S\*_&=+=^W2=S&S,2]&D[-Z%RS=C2<91IY=\U79'7'D#X6^!'9O`=KK M.;=9=H^>'C=N])G5LV\G`W&AW?`>Y8W\'98&3&=+61:I.YBYV%D0I?CE\E73G2_!:]==:`=='[W*OZ_5<]P])9PK&GU_(,*YL985O-I;C-/R>]*](<"KUMU?RO1]=^3_5/'.`\9Q.-97".19E_6:7L;!T%C7X^CUO M)<"[LY:^UGTM1N6]O^QKGZ+=ZM?=/F6\G>+[WPFXGTMTWM;7/>S/._.ZWXQT MKH^-94;NTY%PO?[WC?)\KE&/BTN6KM='N\&.)J(2G[:3O;>-/2L;=[V>X?,1 MY+\8WGA=Q7IKI_:VN==D^<^=USQGIG2<;RHW=IR'AF^WO'.2Y7)L?&IVT:>E8V[WL]J^73R/XUN_#CB_3_4FSMVL:>E8V[OM][^:_P`I MN*[_`,&>(=(=*[:SV!VAY_9_67%>C]#QC+C>VW).#\AW_&>4Y?*L;$I8,<33PE/VTN7]S"GI6-N][-O71_6]GIOI7J#J'&R(9>/U7U=U_UOCY5N5Z M=O)L\'XGJ>,6LB$\BE,B<+T-725*S_7K2OZWU]6V[I/KJST_TSU'U)C7X96/ MU;UCP+KJQE6Y79PR;/">*ZGC-J_">12E^4+T-925*S_7K2OU^K:WTQU[9ZDZ M>ZHZIQ[\,K'ZRZUX+U[8R82NSAD6>%\7U?&[5^$[]*7Y0O0UM)4K/]>M*_7Z MMR71'6=CI7H_IKIS%R(9>-U+U3UYUGCY=N5Z=O)L<#XCI^+6LBW/(],B<+UO M54E2MS]>M*_K?7U>HO3GI3U8```````````````````````````````````` M```````````````````````````````````````````````````````!']\P M'/:>+^JZSW'2.3M+L>NY<>GT/9V&!QZ MEBW'"ER"GPZWZ2^S&EJL8H[W MF;F_F&,#OOL.GB?J.J]UT-E;:]'K27&Y^/EC9:[C=,>U'`GR.G>&WUF_N:Z?495FEG,U^A[I\=>M M,#;X]VU3'O861C=+]M=L-+ MV-R/FFHU&5:C:S,#1=R^//6^#ML>[:I8O8>1C=-#H^X.@.NL':V+MJEB]AY&-T M_P`FT\,K%E:M4^[9R(TM7/=6M:2K*;6MV1XV?F:?(+6['1=F\GYQIM-EV8V< MW7DAEX<[-FGWK.3&EF[[ZUK2=9383X'P M%_)7GY?VLOK'@VJA.-RY/.V7;G`[UCWT^OMG35;?:9M;EVM?I7[5:>OZ:T87 M8'P.?)#GY7VLOK/A&JA.-RY/.V7;/!;UCWT^OMG35[?:9E;EVM?I7[5:>OZ: MT8LC.D[DLW8]J<(O6??^GVRIK-KLLNMRY6OTK]JM/7 M]-:,&L#\O9\GVPR_M9G5G`]3"<;ER>?L^XN`7L?WT_6]LZ:G<;7-EEM+&W"DH7=GV7=NV[U:U]*V[5-/QS; M7:3C3ZU]\81]/T5K7Z.VZWX#_/C.G=AE8W3FFC;A24;NR['NW87JUKZ5A:IJ M./;6Y2<:?6OOC"/I^BM:_1W35?EP/D?V%R[#+Q.C-%&W",H7=KVE>O6[\JR] M*V[5-)QCWY`,+'I>QI]&[BY6 MY&'X37=D;*UD4C*DJUO5EMN(ZO%^W"L:4K2EVL_6M/2-:>M:?IV'P$>>>%8I M>QI])[:Y6Y&'X77]B;"W?I&5)5K=K+:\3UF+]N%8TI6GW/?ZUIZ1K]?3]>S_ M`"W'R,X&-2_BW.@=U=K=C;_!ZSL_9VLFD94E6MZLMSPS4XGVH5C2E:4N^_UE M3TC6GK6G:>GOB2^9KQ>YS+FG0$,/@W(Z6+./D[SA/=O`\/6;O#C*.3'6;W2; MS;8N#R/6VQ_N1]U(U]*2=KZ7^'SYL_%3GDN;^/$,+@7):6+.-E;[@W>G7^%J][A1 ME')CJ]_H]]M\7`Y+K+&3Z2KB[+`OXWW8TE2%:TI)LOZJV/YD^_V!P_`YWHNK MZFUR7=\SN>,=SC^1IH9V-9V>3L['5^\O\`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`E7ZW_OD MK/[Z7YM?2E?S9GP6?)9C8UV_9Z2X]L;MNE*PPL/M[J:&3?K648UC:EL. M8X.'2L:5]U??=A3TI7T]:^E*_FR_A%^1S&QKM^STQH-A=MTI6&'B=L]5PR;] M:RC&L;4L_EV%B4K&E?=7WW84]*5]/KZ4K^7-_+_?*3B8M[(L=$<:V=VW2-88 M.%W1T];RLBM9QC6-F>RYKK\*-8TE65?N7H4]*5]*UKZ4KZ+T]\87SA>/NTGN M.D>O^QNK,V]>C>S8\*\F.D-%@;2<8QA2.ZU.'W-;U6[L^V$?X/+L7[=?;'Z? M2GIZ%U#\9GS9]`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`TJ^B,ORN?YF79_BM9AZO2X.-2[;FNVQ;5*_VLJ6\>_P#_`$J^GT1M^4S_`#(NR_$ZW$UF MFPL:EVY"NRXMG^'6'^,M5]/;7&R-WN*[7%M4K_:RI#'O_P"[5%:YA/\`-0[7 M\7JL+4Z+7XL;UV%=KP_8^#>#^.LU]/;7$R>0;RNXP[-*T]82I;QLC_Z5?3Z, M$.WOBD^:[R*S\7?=YXV\[+V%G_C&%B\Z\B^!;W%T-R_9MPO6-1J9\VR=#I/U M8TC\Q= M'LVX7K.JU<^8Y.DTWZL:1N1P86[4I4K7];U]:X M`]R?$?\`.1Y);#$W_?6-ONS]C9_XS@XO/O)/K[?XF@NW[%NW?L:?43YSE:#1 M?JPI&Y'7V[=FL_+W_(OGUPZ97'NH]+3*A:E?EL^TM?=IKI7+ M=)SMYG['UVVE.=B5?9+\/2_&LJ?JUE'ZNFZWX`?D.SJX=,KC_4VFIDPM2ORV M79^ONTUU;D*3G;S/V/K]K*<[$J^V7X>E^-94_5K*/U=/UWP.?(!G5Q*9.@ZK MT],F%N5Z6Q[+P+M-?6<*3E;R_P!D8&TE.=F5?;+[%+\:RI^K65/JZ/J_RYWR M4["6%3+XYT]HZ94+4K\MIVOK;T=;*Y;I.=O-_8NMW$KD[$J^R?X:F1&LJ?JU ME']9SV=^77^0?$Q;N1CY/0NTNV_9[,'![)V]O*O^^Y"$OM3V7"M=A4^U&59R M]]Z'ZL:^GK+TC7G<[\O3Y_8F+=R+&3T3L[MOV>S!P>Q]O;RK_ON0A+[4]EPS M7X5/MQE6A^K&OIZR](UYS-^`7SQQ<:[?L9'1^RNV_9[<+"[#VMO)O>ZY M"$OM3V/#\##I]N,JSE[[T/U8U]/67I&O8<_\MI\B^'B7 MOMY2[&=9SU?;/#+,<>L:QI&-ZFZSM1.4KGNK6/VZ7*?2OK6GT]>D;3X%?D

L:QI&-[]M9VHE*MSW5K'[=)T^E?6M/IZ]*V M7P7_`"&X,K-,7K[@FYIN5/6_AO^8>\?M1K-3U1R7L*FDUL8X>LXI_I$]/^)'SX]$ZK7:OK#D//::;71CB:WC'\_P!U-R;0Z?$A8E;A:P>/]CW2D9UI*D/6GNIEIUGX5?F0/';3ZO4=1\G[&IHM9&.%J^)4\DNF. M6\=Y?&=?K[E:Y9\)ROS+=W:ZC7;W6\"QL2N=9EF;[FUSQ(EJJ6/Q,)SAM[/7&?D;S\#2 MU6L9_@,*N3]NE?;7[GI6N5/#,K\QW=VFIU^\UW!7^:6O;?3:SD&KZ[Q<*N? M9EG-V4KL;%;OK[*2K65(^GK7U23,;\13'L? MC*V:Y?V;7XJN-&<<>N1[(_?K8C=E.[&S6[Z^RDJUE2/IZU]4JG%_%4Q<:F=7 M'EF_A[/XR6+&Y'%KE?;C^(KC1O2G=CCUN^OLI*M94CZ>M:U?>^]]S[P````` M`````````8!_(!\>73/G_P!8?NKSO'CQOL;C6+L+W5W;&KQ+=W?<-VN5:]?P M>=:]UFO(.';+)MVZY^LNW(1NTC2Y9N6,B-N]#`SSW^/OISSVZS_=?G-BG'.Q M.-XN?=ZQ[5UF+;N[[A^TRK7K^$S;7NLUW_$-CDV[=<_67;D(W:1IA@QYU>!/4/G3UO^[/-K%./=@<=QL^[UKVAK<6W) M;#(A;KG:VY.,;E(TN69V?R(?'%TE\AW5?[I\^QX\9[+XQB[&]U3V[ MJL2W=Y!PK;9=KU_!YUKW6*\BX7L\JW;KL-5=N0C=I&ERQZG[1ZEW>1CZ;R(ZPY3/F.DU.UWW6?*^"<*YQK.4<@Y'IN4V]=;P M;VHEQW19%VY9RXXN9C4K2&58L7*^Q$,Z0^/#RCZ#^2+QCZJ[.ZHW>1CZ?R$Z MRY1/F&EU.TWO6W*>#<,YOK>3;_D6GY1;U]O"NZF7']'?N7+.5'&S,:E:0R;% MFY7V(FO2OQ_>371/R)^-?5_975NZR,?4=^];'GVW(.KN6\`X-SS5\JY%R72AR+MRSE MQQ+?2?EWU?L M^I>].'XO*>,YLIY6LS85CA\CXEO*8]['Q>2\1W<;=S(TF]PH7I4CL3N6IX_^2GC!TOY:]9;/J?O#B.-RCC6;665K84+TJ1N1I*U=A65J_;NV)W+4O!O(WQIZ<\K.MMEU9W5Q/&Y+QS M,K+)UV9"L<3D'%MS2Q=L8O(N*[F-NYD:;=X<;TO;G^^^&8O+.+YTIY>KS;(;VF/>QL3E'#M[&WL3N6IPX_,GX`?*?HO.W7*/'F-?)3JZS+(S,3"TEJQ MKNX-+@4ED7J8FTX3*Y&QRV_BV(V[4;VBNY&5FW:UE37X\?2%(?WF%\"?E%T? MG;GDWC]&7D?UA9ED9F)A:6U8U_;NFP:2R+U,39\+EFMV,#MC3X5*W[M,3 M9<.ED:0LO-7\O%Y9="9^[Y5XXQEY.]4 M6)9.;AX.BM8^M[FT>OC+)O4P]KP:5R-CF&1B6(V[4;^ANY&5G7:UG378T?2% M-./7_8_>/BUVG8Y9P#D7.>E^VN&Y5W#NW\:.?QOD>LG+[YC9$/2-VU./T:?^`]B]V^,':%CE?`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``CQHZLT/%MGE0I"SB=/=8IMPK3]6 M-Z&FQZPKZRI.E:4K'';?_-5\C?DCLK_"O'#K#1\8V63"D+.+U'UIR#M+GUFU MDSK:C.]D;W]Z=5;A7^UC>AJ,>L*^LJ2I6E*QQ@Y)\]ORD>5.UR.!>+/4G'N) M;3+A2%C#Z4ZHY+W!V/8LY=RMF,[^3R+][]/;A6GZL;]O28U85]TJ3I6E*QYO MJKX4?D0\U.78?:?F]VSN>N<#/G&[DYW9O) M#.W'[4,?,V.#+`](^F!.,:6W-]7?"_\`(/YF8.=.-W)S>RN M2979_;=[6W)6[T<+2<4QMO>TO%<&=J-;4,?,V&#+`](^F#*,:6W-=9?#KY\^ M87*L3LSS,[1V_7^#FSC=R,SL;D65V7VM>ULY6[M,+3<7Q]M>T_%\*=N/VH6, MO884L'TCZ8,HQI!SO4OP;?)#YP\QP^V/.OM[=]:Z_83C>RL_M+E&9VOW)?U= MR5N]'`T7$,;=7]'Q'`G:C6U#'S=E@3U_I'TU\X1I;24_#SXTO$GPCP[&7U#U M[;V78-<*N'LNWN=W;')^R=C"["D,J&-M[F+BZ_B^%F1C&E[%TV)KL:]2$:W8 M7)T]U9'WB%\;GB?X58EC*ZDZ_M['G]<.N'LNV^"N'CY?3?7-O9]BUPJX6S[DY_=Q^4]F[*%V%(9<,7<7,3%UW%,+,C&-+V)I M,36XU^D(UNPN3I[ZY\L\63AY=FW?LSA=MPG3H':G5W M!.Z^NN8]4=F\>P^5<#YYH\SCW)=%G4G2WEX&7&E:7;%^U*&3@;+`R86\C$RK M$[>1B95JW?LSA=MPE3H?:'67!^Y>O>7=6=DZ##Y/P;G.DR]!R/29M)4MY>#E MQI6ERQ?MRAD8.QPW>INO^]NL^;=/]J<; MPN6]>]A:#-XWRG09])TM9FOS(TK2[CY%J5O)U^SU^3;MY.'EV)V\G"R[-J_9 MG"[;A.D$WS_^%SR1\1^0[[EG6/'.1]Z^/DLK,S=1S#BFLN[GF'#M1[[EZS@= MD\8U%B6?BW=;BT]MW<8F/+4WHP^[5]9\=Y%W MCT!+*S,W4\NXMK+FYY?Q#4^^Y?M8'8_&=38EGXUS6XU*QN[?$QY:J]&'W+E< M2=RF/&$[YU?$!Y"^*^^W?*.M^/\`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`+U\E M?!M3:TND\P>U\K"L6[-JW/EF1H>?;*ENQ&L+=);KG>DY'N;E?;+]:LK]:S]* M>ZM?2GI^S![+^3_Y$ME/@&HYCY+>0N'LI3\1M*XUBU"=*>^-)4I7]>#V1\FGR$[&?`M3S#R1\@,/8Y?X/9 M\RX]J=EO+/7>)>R:4E2?*;&OGI^NM#BTA=I3[^RK MCV+49TI[XTE2E?VX'9_RI_)'LY]>:?FGE!Y&X6SS/P.UXSI=KR&SUAAWLNE) M>_E^/K;FDZOXYATA>I3\1M:XV/:A:WG M.ZQ;F/L-=T7PK/RI<+P[\/MW[$>P.70AA9W*;EJ=?2]K-=''U_W+7I/+SL>< MK5=['@Q^7PXYQ+*U'8_FSN];S?;8G*U7>!X2?`7Q[BN5J>P_,[=:[FFXQKEC/P.E> M'YV57A^)>A]N]8CSOE4886;R6Y:G7TNZ[7QL8/W+?I/*S;$Y6ZR!O`'\MYQG MAV7I>SO._?:SGF[Q;F/L==T)P?899GX]R=JLG?0Z#1<5TNKXWQC2ZGCG'='@X^LTN@T.MP]/I=/K<.W M&SB:_5ZO7V.\>TF# MCZS3:+1:[#U&FU&MQ+<;.)K]9J]?9Q\'`P<6S&D;=JU"%N$:4I2E*)(.CT>D MXSI];Q[C>GU7']!I<+'UNGT>CU^)J=/J==B6XVL7`UNLP+./A8&%C6HTC;M6 MH0A"-*4I2E$IWC_'M!Q/1ZKC/%='I^,\;T.!C:O1\?X_K,+3:/3:S#M1LX>N MU6IUUC&P-=@8MF-(6[-FW"W"-*4C2E'+.5[[=*ZFO/O(^6/$[`X_D>">#U[ MM.L*<4Q([G!RI]9V^9RYC7:;*FRGG3[7S-=J/V1'5RPZXOX*]27NC>^[3W>R ME=,/R1Y/S.8797&LGX[M?UEM^I(\-PH[S79D^J+7.Y\XKN-K3:W-A/N7.U>D MII(ZB>#7$_`7Z3]T;_W:5E]NE=2_+NMOS-7:EJ]IN2;WDW$=;D1ORIE<1[+\ M3^MKN-&7W*QQK.YZGY#K.5QE2-VL;T_( M]YR7B>NR*7Y?B>)=D>*O7-W&C+[E8X]G<=5<@UO*8UI2[6,)UNRG3TI64_6E M*M6O*NO/S&W9MN]J>0[KD?%=??I?E3)XKV)XO=>W,>,O?6./9V_5^^UW)XUI M2Y6,)UNRE3TI64_6E*M0/,>L?S2';-J_I>3[_E'#M9DQR)?BN'=G^(G65W%C M+[E8XUC=]1M*28#;+X*_E'Y5O,C;\FZZT.SW M&ZSJ7]OR/D7=O`MMG9&1D3C&_LMKGW.3;#:YLXTK[KD_2]>E2GTI*OI2N!VQ M^#OY/.4;S(V_).O-%LMONE2GTI*OI2N#>P^%+Y+.3;K(VW(^`:39;;<9M+^UY!O^Y.#[3-R+]^< M8WMAM,V?(\_9YDXTK[KDO2[=E2GTI*OI2NO;9_`=\KG+-]D[GE'6W']KN=WG MTR-QR7DG>?7^XS\G(R)QC?V>WV%SE&QVV=.-*^ZY/TO7I4I]*2KZ4KV#`_+S M_(EF9,+&1J^FM5:E2=99N?V?;N8UNL8UE&,X:O1[+,K6Y6GMI[;,J>M?K6E/ M6KL&!^7Y^0G,R86,C6=.ZNU*DZRS<_LRW3"QD:WJ+5VI4G669G=D6[F-;K&-94C..MTNQRZUN5 MI[:>VU*GK7Z^E/J[%KORXWR1YN5#'R=5TGJ+,XSK+.V/:EN[BVJPA648SAJ= M#L\VLKE:>V/MLRIZU^M:4]:TYG)_+J?(+8Q[UZUG]`YMRU;E.&)C=D;V&1D2 MC3UI9LRS.#8F+&Y.OTI6Y=MP]?TRI1S&3^7F\_+&/>O6L_H7-N6K0R,B4:>M+-F69P?$Q8W)U^E*W+L(>OZ94/&==M M6IW+>'B]F[^&3DRC3UI9L2S>`X>)&[=5:C0Z#FFBR)9NGY7P#O#C/'=UI,B,?M2I;V&5M=#ETAEV;DK=R$/N6KM MJLX7:5C*L9?CXO\`"K\JG3W+M!SKJW4Z+0\RT>1/-U'*N!=V\:X]N=+D1C]J M5(9^5M-#E4AEV;LK52.79N2A.$/N6[MJLH7*5C*L9?AXE\ M%7R[=*\SX[V!U+I^/\=YOH,F>=I>7=>=[\7XYN]%DQC]J5+>QRMMQ_+I#,L7 M9V[ENW]VU>LUG;NTK"58RV/:FY^9ST5<'05UG$^0XF'^%QJRWZ3S;L-KK]OE?AXU]ERY7%KD7)1K* MM;DJ^^6S#47/S3.@E@<>EJN(7 M^%C7[=V[+#KE790E*M;LJ_V M/W-XY_.17AU,F/%?WW_9.+^\U./4S)2R?V13;_=I8K/ZUM^E?2E/HD4=6_SB M?S;<"_G=KQVO:?[H<>_G$KQ&.3'B_P"^E=5B_O)304S)2R?V33;?=I8K.OK6 M'I7TI3Z)0'4'\Z'\U77'\]E>+U[@_$QRH\0_?RNGQ*\IIQNF=*65 M^QH[G[U,>LZ^M;?I7TI3Z4]!=_=\>B@``````````B4_(3\2WRF>8/>G*>SN M4]D]&]C<8U^QVV%U+QC7 MGL,V[E7;?K++R*QMQI%!^0#XHOE!\NN\.4=F#9FXN3UFCP>.;;B-G7:W:PP8V;NRO3V&9=RKL/667D5C;I2+-YY?%K M\F'ECW3R;LCDO8?2_8'&\#/VF'U;QO7\LWG%\7B?"VO$[.OUV MTCA1M7=C>GGYES)NP]:Y5^L81I#\^1GX@/EA\S>^N6=I\K[.Z&[*XKK=EM\' MJ#BVMYGR'B.)PS@&;NKES5Z#7\9W/#+&LUFXA@1LWMI?GLOV>'=7;"[:A[H8>)VKH(9.17UI3[=F6?;PL.,Z^O_`-9= MA'_?8!Y?P$_(IC8UZ_9XAUCGW;<*RAAXG:6AADY%?6G\'9EG6\+$C.OK_P#6 M781_WV!^5\$GR"X^/=O6N)=;9URW"LH8F+V=HH9%^OT_@[4LV&'B4G7_`/;N MPC_OM=.9^78^2_&QKU^SPOJK87;4/=#"P^VN/0RN_ MB)^97J'D-KEO5/4/-NM.46;=;,.0\"\E.DN);JF/6<;D\:6RT/=&!ESQ;DX4 MK.U*=;<_3ZTJY'KWXE?F'ZEY!;Y7U9U)S3K?D]FW6S;Y!P7R/Z6XGN:6*SC< MEC2V.B[EP--9[; M<:5G]V]D2K]:TC6=:UKL>X7K_P`S'Q3&L:F.#73B4]; M=N65?W%WD=_D69[;Y!E^V$?6?W+N1*OUK2-9UK6NSO@VN_-/\0QK M&GC@?MS7T^SCV\CG/)_!_D^3AQ];=J67?W5[D]_DN;[;<*5G]V]DRK]94C6< MJUK(D\-K/E;8Z#XM'S0R^$9G?,LOSVUE*DY5D(^'MGRGL]$<7CYE97"VLI>^5=^OB/:\G[/1W&8^7^5PS+[O MEE;:>\N<(AB0UT-7/-N2TEG9?LRS8T%5G MRXL>/G%(>;N9P3-\@)9FZN<@N=?V\.WJ[>GN;"Y+06-I^R;&/Q^?(;.#7TR9 M:V%,+T]GMK*=)RKE(R?9+LK@```````````$:;Y3]VF1#(K>N MRA*U[80G6-U\LGQ->5_FOY(ZON/JGF_5V5P[#Z\X[PK7\8YQR7D>@VW&KVGS M=UL-C3"LX/$]YJLG6;/.VT\G[M,B%_[UR4)6O;"$ZQV?E2^*WRF\R_(G6]O] M6\TZRRN(8G7_`![AN!QKFO(^0Z':\4&J[MZ@YYU-E\)PNM>,\%UO%.?O\HW)O_3YJ]_V>'SX_P#QCQ^_RBO\`*-R;_P!/C_9X?/C_`/&/ M'[_*)R7_`-/S_9_?.O\`_%NA?\H'(_[PS_9J_D0__&_''_*5RG_TY/\`9SOD M!_\`QCQZ_P`HW)O_`$^/]GA\^/\`\8\?O\HG)?\`T_/]G]\Z_P#\6Z%_R@U.7]V%(TK6M+7L])4])5KZTI^ M#_9\?D9_[-=3?Y4M7_$7X/Z@/Y#_`/LWU3_E0UG\2?A_J'OD!_[.]7?Y3-9_ M$W'_`.SH_)5_V7ZA_P`K&I_B+Z[WY?3Y&[5F[V-9SA#UK]94I]7UW?@A^0.W:NW(<7ZROSMVY MSC8M=FZ>EV]*,:RC:M5OV+-BERY6GI&LYPAZU^LJ4^KZ[WY=3Y+;5F[XK_`)7.LO[Y MC^H^^1C_``2<7_RK];_WR'^S[?*)_@6XA_EEZL_OI=6N?!K\H\+DX1\8X78P MG*,;MONKQZI;N4C6M*7(4N]L6[M(3I3UI[HQEZ5^M*5^CK%SX1/D\A.<(^-$ M+L8SE&-VWW/X_P!(7*1K6E+D*7>U;=RD)TIZT]T8R]*_6E*_1UJ?PM_)9"AJ0N4C6M*3A2[VA;N4A.E/6GNC&7I^FE*_1U.Y\#'RN0N M3A'Q9A>C"-W_K"Z_G_"[\F^MRIXF1XK<@N7;=(2E/`Y]U#M<6M+D*3C[, MW5]@YF%!SWJ3:X MU:3C2J=IC5I.-)T]F9K>>9>)4_P!U/7']^9_4I?*)_1(Y?_=AU9_?XX+8_$=\D.KR*8V3XE=E M7;E;<;ONUUWB^XQ_;.LJ4I7+U'(<[%IQ^)KY%] M7D4QLGQ1['NW*VXW?=KKO&-OC^V=94I2N7J>09N+2Y2L:^L/?[Z4]*UI3UIZ M\)L/BM^0C67Z8V3XM=B7+E;<;ONU]SC>VL>V594I2N5JM]FXM+E*QKZP]_OI M3TK6E/6GKU_9_#O\F>IR:8N5X?\`9]V[6U&[[M9=XKNL;VSK*-*5S--R//Q* M7:5A7UA6?OC3TK6E*5IZ_@_JG_D9_HC=L_\`)^K_`.E7X/ZJOY#_`.B9VM_R M?K/^E'X?ZK[Y`?Z*W:7_`"?K?^DW'_U17R5?T.^W_P#DW5_]+._=;?#)\C'8 M?*]1QV_XY\FX-K6W.Y.S M@V/W_'CDG"-;F;'!Q=KROG&SXSH-)H, M#*NRID[;)CE[V&QV5C`L6YW)V<&SDY$O2,(PK*<*5[SUY\0_R`\^Y/JM!>\? M^1\+UV9L<+%VG*.:['C>ATNBPRVF/KL>U.Y.S@6,G)G6D81A6GNK5/JZQX!H^J.MNO^KN M,QG#CG7'">+<$T,;D81N_L?B6CP=!K:W:6Z1M_>EAX$*S]*>GNK5.UZUX'I> MK>NN!=9<;C./'NN^&<8X/HZ7(PC<_9'%-)A:+75NTMTI"EV6)@0K+TIZ>ZM5 MB;U3UUH>G^K^N.IN+1G#C/6/!.(]?<>IKV6%D1G8R\'/PK\[5VW.E8SA*M*T]*N'Y#Q[1\=Y%JL_1[W2;7%M9NLV^GVN+=P=EK=AAWXSLY6%G8=^ M=N[;G2L9PE6E:>E7"FUO(N+\GT^RX_P`BT&XQ+.?J=WH] MQAWM?M-5L\'(A5\AW'QQ\GZ_ M[P\=>0;_`"N7R\0O(++C\BW>VT^#"]9QI5MV=A/=:;*E'[4 M,Z&QK:^_+0EF^!?G+X)#W*-_MOC[Y'P3N M;H'>[S)Y7+Q1[WRHSM\4WV1.YZRX'O\`<[34X,+MG'E6W:SY;C49,H_:AFPV M%;7WY1XL[X\_/SX^N71<@R^8S\-O(K,CM>N MN2;W;Z;`A>LXLJVK.QGN]+ERC]J&?#95M?B)=XW?D_\`-1V3K)<&XU\;'4W7 MFZV-J6'M.;]G=O\`$>6\'U<:W;-FYMH<>QN6:B[F_@KTOO6;4+NUE*L8S^Q? MA"=)=VW7DS\S78VLEPCC?QQ=4]?;G8V98>SYKV7V[Q/EG"=9&MVS9GM8A"=)=SW/DC\PG86NEPOCOQX]6\"W&PM2Q-E MS+L?MCBO*>%ZVE;MFS/:1T./RC57LV87=M*58QG]B_"$XR]?\`";XS.2]8=M9/E]YD]GX?D-Y=;/6?LS2YV#K[ M.)UGTSJIV+F)^R.M-576:>S;R;&#?NV+.1CZ_58F'CY-ZUC8<)7+V1?]<\+? MC6Y)UEVOD^7'F'V9B>07EILM9^S=-FX.OLXG6W3NKG8N8G[)ZWU5=9J+-O(L M85^[8M9%C`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` MQ?6ZO'Q<.S_!VXQ_5A3Z1I3]%*,P^-\6XQPW4V-#Q#CFAXKH\7_^%TW&]1K] M'J<;]2%O^`UVKQ\7#L_J6XQ_5A3Z1I3^Q1ESQWC'&N(:JQHN)<>T?%])B_\` M\-I^.ZG`TFJQ_P!2%O\`@-?K,?&Q+/ZEN,?U84^D:4_L49K\8XEQ7A&GQ^/< M,XSQ[B.@Q/\`^$T?&-+K=!I\7]2%O_B^LU6-B85G^#MQC^K"GTC2GZ*4<^YY MSCL``````````QG[7\,O$SO/+R-EVWXX],\[W672;SK[C=SE=VY<]]; ME9^MRLN56,"QR+TNRG64Z4RO24J4E6E:TI6F.G:'B'XM]T MY61L>U/'WJ+F^XRKDKN1R'=<$X]^LO)V?9ER=W)Y-ONNN,W.77KESWUN5ER['U M^/R;TNRG64Z4RZ4G.E)5I64:5IC'>^&_XT+]V[>GXIC&B]\/GQM7[MV]/Q7XC&=ZY.[.E MGD_8^/:I*Y*LY4M6+'-+=BQ;I6OZL(1C"-/I2E*4]&.%WXD?CJO7;MZ?C!Q. MD[MR=V5+7)>P[%JDKDJRE2U8LS25R59RI:Q\?G%JQ8MTK7]6$(QA>I2E*4H]`X M1\7GQ[=>Y%C+X[XC=+W\C&N?>L7N6<7AV!.U=I6[*-V%>?7^2^ERU*]6L)?I MMRC&L?2L(5CW_A/QC_'_`-?Y%C*X]XF=-7\C&N?>L7N5\9ASZ=J[2MV4;L*\ M\O\`)/2Y:E=K6$OTPE2-8^E80]O>^&?&OX&<"OV*O4%[(Q[GW;%WE'&X M<[G:NTK=E&Y&O.;W(O2Y;E=K6%?TPK2-8^E80]OHG!/BH^.;KG(L9?&_#KI" M_DXMS[V/>Y?Q6'8D[5ZE;LH785[!O\HI2Y:E>K*$OTVY1A6/I6$*QS?TFBTG M&M7B:3CFFU7']+@6Z6<'4:37XFJU>%9I7UI:Q,#`LV,3&MTK7^UA"-&:^ET> MEXWK,72\=T^KT.GP+=+.#J=+K\35ZS#M4^M+6+@8-FQBX]NE?_9A"E&9FGTF MFX[K<73/:37VJ6<#3Z/78>IU6#9I]:6L/7X%G'Q,:U2O\`[,(1HY5R MCDW+```````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` +```````````__]D_ ` end GRAPHIC 18 grandhyattlogo.jpg GRAPHIC begin 644 grandhyattlogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^$T8FAT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O"UD969A=6QT(CY'4D%. M1'Q(64%45"!-87-T97(\+W)D9CIL:3X*("`@("`@("`@("`@/"]R9&8Z06QT M/@H@("`@("`@("`\+V1C.G1I=&QE/@H@("`@("`\+W)D9CI$97-C&UL;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O M(@H@("`@("`@("`@("!X;6QN&UP.DUE=&%D871A1&%T M93X*("`@("`@("`@/'AM<#I-;V1I9GE$871E/C(P,3(M,#&UP.D-R96%T;W)4;V]L/D%D;V)E($EL;'5S=')A=&]R($-3 M-2XQ/"]X;7`Z0W)E871O&UP1TEM9SIW:61T:#XR-38\+WAM<$=);6&UP1TEM9SIH96EG:'0^ M"B`@("`@("`@("`@("`@("`@(#QX;7!'26UG.F9OF%'.7=) M1$UU34%!-%%K;$Y!*S!!04%!04%"04),04%!04%%028C>$$[05%%$$[ M05%!0T%W449"9V-)0U%O3$5!04-!44U$06=10T)G8T1"04E'06Y-0D%G35)" M04%&25))>%%614=%,D5I8UE%54UP1VA">%=X46E00B8C>$$[571(:$UX6FDX M0U)Y9W9%;%%Z4E1K<4MY63-00TY546YK-D]Z3FAD55I(5$0P=4E)2F]-2D-H M9UIH2E)&4G%3,%9T3E9+0G)Y-"]0128C>$$[,4]4,%I85T9L85&18;#E7 M6C)H<&%M='-B5S5V63-2,61N9#1E6'`W9D@Q*V8S3T5H66%(:4EM2VDT>4YJ M;RM#:S535FQP95EM6B8C>$$[<6)N2C)E;C5+:G!+5VUP-FEP<7%U28C>$$[;V)(=T9-2%(T4TY#1E9*:6-V17I*1%)$9VAA4U5Y5VE9-TQ# M0C-04TYE2D5G>&15:W=G2D-H9UI*:EI&1VED:V1&53,X<4]Z=WEG<"8C>$$[ M,"M0>FA*4VMT3515-5!2;&195U9P8EA&,658,5)L6FUD;V%7<')B1S%U8C)2 M,61N9#1E6'`W9D@Q*V8S3T5H66%(:4EM2VDT>4YJ;R8C>$$[*T1L2E=7;#5I M6FUP=6-N6C9F:W%/:W!A86YQ2VUQ<39Y=')Q*W8O84%!=T1!44%#15%-4D%$ M.$$Y531Q-T9867$W1EA9<3=&6%EQ-R8C>$$[1EA9<3=&6%EQ-T9867$T;6=* M<%@R1TMS8F@X>6$T6C=15&%*3W-%>5A$6%1+1TQ1=D-#,&%!8V9J3#`T9S=! M;G`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`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`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`X2#E.830X05%D5FM*=FE.-V9:>2LY M5E12.4U31#9U='5I=T)9,$59*WE%:5EV1V](64MZ8B8C>$$[1$1W0FEC.'EB M=F8Y9DY'6DIQ9&ER$$[$$[5F1I$$[9&ER$$[ M:7)S5F1I$$[$$[$$[5F1I$$[-4-'2VAA0EA$03%O4G5+-4%40F-M5VMY4D)*2#`Q9G@U2UDX M,RM81S1C3#%:1VMT;'99,%)*2%IO2$Q+2%9657-F:5%I;$LQ>#A33"8C>$$[ M3#AJ;"]M.65(<'I45S-U24QI0T\T9V1:64I61'A32V%Q>7-+9V$$[1EA9<3=P:7)G M46$P4%1R:7%M3&U!$$[,DMR.%9D:7)S5F1I$$[:VEA=E1U5T%Q8V9H4&,W$$[:'0K,U4Y.&5'6#)-9D=X0U$Y56E/4&YX16)53B]E4#!->70T M,VIT-#0U1T1U:6A89%8T06M#:$E55C1J,GDX3W!K45-31E1#>&1I$$[ M$$[56E15E!Q9C=Z9S%

6@P4M"16YA3DEU4R8C>$$[<6]O:V11;T9"6&\Q4&M":6A&67$W1EA9<3=& M6%EQ-T9867$W1EA9<3=&6%EQ-T9867$O+S)1/3T\+WAM<$=);6&UP.E1H=6UB;F%I;',^"B`@("`@(#PO&UL;G,Z&%P+S$N,"]S5'EP92]297-O=7)C95)E9B,B"B`@ M("`@("`@("`@('AM;&YS.G-T179T/2)H='1P.B\O;G,N861O8F4N8V]M+WAA M<"\Q+C`O&UP34TZ M26YS=&%N8V5)1#YX;7`N:6ED.C!!.#`Q,3&UP34TZ1&]C M=6UE;G1)1#YX;7`N9&ED.C!!.#`Q,3&UP34TZ3W)I9VEN M86Q$;V-U;65N=$E$/G5U:60Z-40R,#@Y,C0Y,T)&1$(Q,3DQ-$$X-3DP1#,Q M-3`X0S@\+WAM<$U-.D]R:6=I;F%L1&]C=6UE;G1)1#X*("`@("`@("`@/'AM M<$U-.E)E;F1I=&EO;D-L87-S/G!R;V]F.G!D9CPO>&UP34TZ4F5N9&ET:6]N M0VQA7!E/2)297-O=7)C92(^"B`@("`@("`@("`@(#QS=%)E9CII;G-T86YC94E$ M/G5U:60Z-#%D,C8S-C,M-F%F-"UA-30Q+3DW-V8M,F8U-#)B.64X-#5A/"]S M=%)E9CII;G-T86YC94E$/@H@("`@("`@("`@("`\&UP34TZ1&5R:79E9$9R;VT^"B`@("`@("`@ M(#QX;7!-33I(:7-T;W)Y/@H@("`@("`@("`@("`\7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP M+FEI9#HP,3@P,3$W-#`W,C`V.#$Q.$,Q-$8X0C,T1D9&,$(V13PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IA8W1I;VX^&UP+FEI9#HP-3@P,3$W-#`W,C`V.#$Q M.#`X,T$T-C4R0SE!0CDW03PO7!E/2)297-O=7)C92(^ M"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HP,C@P,3$W-#`W,C`V.#$Q.$,Q-$(Q-$4P1C&UL;G,Z:6QL=7-T'1E;G-I#IX M;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A8VME="!E;F0] M(G'0`````0V]P>7)I M9VAT(#(P,#`@061O8F4@4WES=&5M$8L2MQ/B%0L6 M,A=7&'D9F!JU&](<[QXE'UD@AR&R(MHC_R4C)D0G9BB&*:G"#<8QRE'.<=*-UJG:Q=[=X MO7G#>LA[S7S.?'LXBNB:F*I(N>C)B-D8Z& MCWN0<)%DDEB33)1`E3.6)I<9F`R8_YGRFN2;UIS(G;N>K9^?H(ZA?*)JHU>D M1:4SIB"G#J?\J.JIUZK%J[.LH:V/KGVO:[!9L4>R-K,DM!*U`+7MMMJWR+BU MN:.ZD+M^O&N]6;Y'OS7`(L$0P?["[,/:Q,?%M<:CQY'(?LELREG+1,PNS1C. M`<[KS]70OM>I#3>=1AU4G6,=<8V`#8YMG-VK+;F-Q]W6+>1]\LX!#@].'8 MXKOCGN1[Y5?F,^<.Y^CHP>F:ZG'K2.P=[/#MP^Z6[W;P5?$S\@_RZO/#])SU M<_9)]Q[W\_C&^97Z8?LI^^O\I_U<_@O^M/]:__\```'H`Z<%+`:$![\(YPH$ M"Q8,'`T>#AP/&1`7$102$!,+%`04_!7S%N87V!C,&=8:WAOA'.$=WQ[;']8@ MT2'+(L0COB2X);,FKB>J**8IHBJ@*YXLG2V:+I4OD3"-,8DRAC.#-($U?S9_ M-W\X@#F".G\[?CQ\/7P^?#]]0']!@D*%0XE$C4621IA'FDB;29U*GTNC3*9- MJDZO3[10NE'`4L=3SE355==6V5?;6-Y9X%KC6^=MNZ&_E<.%QWG+:<]9TS77#=KEWKWBE>9MZ MD'N%?'I];WYD?UB`38%!@C6#*80ZF*>9DYJ`FVV<6IU(GC:?):`4H02A]:+FH]BD MRJ6]IK&GIJB;J9&JAZM_K'>M;ZYGKV"P6K%4LD^S3+1)M4:V1;=$N$6Y1KI( MNTJ\3KU2OE>_7URK8-]E$VE';7MQKW7G>AM^4X)SAHN*HXZWDLN6VYKKGO>C` MZ@]Z$'H1>1)U$W`4:!5>%E(711@W M&2D:-!L]'$`=/QXZ'S0@+"$C(ADC#R0$)/DE[B;C)]@HS"G!*K8KJRR?+9,N MAR]\,'`Q9#)9,TTT034V-BLW(3@6.0LZ`#KV.^T\XSW;/M,_RT#$0;U"MT.R M1*Q%ID:A1YQ(ETF42I!+CDR+38I.B4^(4(A1B5*(4XA4B%6(5HE7BEB+68U: MCUN17)-=EEZ87YM@G6&?8J!CH62C9:1FIF>G:*AIJ6JJ:ZILJVVK;JMOJW"I M<:ARI7.C=*!UG7:9=Y5XD7F,>H=[@GQ\?79^;W]I@&&!6H)1@TB$/H4UABN' M(8@7B0R*`HKWB^V,XHW8CLV/PY"YD:^2I9.4I]0H$^A3Z)0HU*D5:59IE^G9JANJ7BJ@JN.K)RMJZZ[K\RPW['SLPFT M(+4XME&W;+B'N:2ZPKOAO0&^(;]#P&7!A\*JP\[$\<85QSG(7LF"RJ;+RLSM MSA#/,M!4T732E-.RU,_5Z]<&V![9-MI,VV'<=-V'WIC?I^"SX;[BQ^/-Y-'E MTN;0Y\SHQ.FZZJSKF^R'[6_N6.]<\%OQ5O),\SWT*O42]?;VUO>S^(WY8OHO M^O3[L?QF_1']L_Y-_N'_B9D)TXH.2DE*A`J_2OJ+-JJXJO;K-6MT*[+K\>PQ+'"LL&SP;3"M<6V MR+?-N-.YV[KCN^V\^+X$OQ'`(,$PPD##4L1FQ7K&C\>FR+[)ULKQS`S-*LY' MSV/0@-&?TK_3X-4#UB?73-ASV9O:Q-OOW1K>1M]SX*'AS^,"Y$WEF>;GZ#;I MANK8["OM@.[7\#'QD/+O]$WUJO<$^%KYJ_KV_#K]>_Z[____`(``@`#EM'_- M?U3,/W^E?L.RC'^4?FF8?W^>?DQ]XW_!?F-B07_^?I)$88!_?P4?9('^@!S\ MN'YTBWGD#WY7B;+*VWY/B!2Q/GY9>E7UWCT]`MGW_C2T:C'[$B\GW"7M'KG7>VGM$J7K&&WM=I,2L MTGN6H&:3$'OJG%IXVGQ;F+M=B'S/E4T_N7U2DHL9/'W&CO#UA7JJNEW=67J? MM$C$IWJSKHNK?'KPJ3V1XGM,I$YWLGO`G[IJ8<]8WO0I-,627M2CQ'R*GF,WX39_7EFU=/!57E@S.ZH5GF4Q.*/$WG^ MO9)U2WJ&MP=::7L,L=P\VGMZJ245GGK(CIWM[8D3?BO6?H@`?;&^S8<%?5>F MM88P?3..&H6$?4ATT(3\?8Q::X2;?>@]CH2??HL8BX9Z@`'KR8>NB0C5`(:C MAWV]C86YAB&E?H3XA0.,T(1DA"IS?8/T@XA9#X.H@P<\.8.X@N`6^85WA`/I M^X9PD_C34X5WD76\$(2]($VKM^&Z(#3J;!N,8"3I.U47(!EH-@WW8!TGE@15($#B[?C M*8,DS)7,KX(VQ3NUF(%EOD.>`X#*M\N&"8!IL=UM=X`SK(U3QH`(J%8W38`* MHUP0KH!LBT?B3H+0V+O+VH'FT$ZTQ($3R&&=-8!TP12%3H`2NGILU7_?M,U3 M/'^ZL$@VT7^\I1`0*G_TBN[=/))A?)C':Y!Z?$.Q5HZR?!":QXT:?!&#EXNW M?$EKGHJ"?+%2=8F(?3(VCHDG?@$1,HO6?][;1I$MALO&!8]"A82P*HV#A&^9 MLHO\@Y""@XJM@O)JC(F-@HA17HBC@D`U>HA)@F`0!(J8@X;9LY``D23$G8XB MCNVN_8QCC-^8@(KQBR:!58FSB;)I:HBFB'Q02H?+AW8T=H=YAP4.^HE6AKO8 M1X\(FY+#+HTRF'NM@8N&E9>7'HH3DOV`%XCHD+YH4X?FCKQ/6X<3C/\SG8;" MC!T.%(@HB836Z8Y*IA7!T8QXHB:L)(K4GG.5THEHFPI^YH@RE^IG2X<^E2U. M?89ODLPRV884M(C6HT%]XH>D MGUQF6(:GF]I-M87=F/DR+(6*E_(,J(9+B(_4D(TSNZ6_DHMGM@6I\HG"L*:3 MOHA;JZ1]"H^LXL# MP$FI%HE>NA22YX?TM$E\0H;,KP1D]H7]^XJPRO&H78D-P^&2,8>CO5-[G89ZMWQD:86+LL=,#82]KFUNXDYE'>R&C]I:X>PF.WI1@>R9Y%9)%>WAB:9!E>_E* MC`969@OR-^I--@DMX*Y%# M@=AA?(]U@9I)?HWW@8$N>8U7@>,)SXZ;@PC)TYG?CJVV')B%1@@XZ>AUY(F(TJAJ`MIXR,AIT)-8U'A>C(J)CGF(ZTXY8] MEY,+FZR*A)#2F*IT[([9E?1>CXTQDZ!&[HO%D<0L.XLG MD;X(/(LAA9'&7Y>;K*6RLI3UJ%F>;))^I$J)A)!*H(UT`8Y3G2-=N(R=FB=& M08LTE_NZ6GJJ'*)H>DV6T9\<>D6#%)P(>G)NG9DX>M19+):R>V1"4Y2B?`HG\Y/S M?/T$JI-_?Z:[LZ3B@Y2I*J%:@IR6%9X*@=""8)K]@3YMVY@Z@.M88Y7"@,Y! M@I.\@-LG-),+@74$:)(#@IJZB*/KC,*H%Z!HBP&5))T5B6Z!:YH7B"EL\9== MAR=7BI3OAF9`O)+NA>@FCI(XAEL$+Y"T@M2Y?*,;E?6F_9^CDWJ3_YQ9D3F` M7YE.CS-K]9:=C9%6K90TC#%``I(TBSDE^9%WB]D#_8^2@K*XEJ)5GVBF"I[I MG#.2_INJF3]_5IBFEHMK!)78E"Y5V9-\DC\_4I%^D.PE;I"_D58#TXZ9@I:W MHZ'(J0*E-9Y5I162+IL1H6M^@I@1GAEJ.956FR)5(I+KF*P^PY#LES\E`9`G ME@L#KXW(@GVVRZ%7LKVD;9WAKAZ1;)J=J<9]RI>@I=%IEI3KHE)4EI*`GX,^ M3Y!LGE0DK(^@F,P#D8T:@FFV#Z#^O+:CQIV"MV&0RIH]LEQ]+)<_K!4%Y(MIPT][Y`2I,,D98\PF)L#>8R-@EFU<:"OQRRC/)TMP1>009GJNU]\ MI9;PMC]HB)1`LA)3LY'@KT<]FX_2J:@D'X[TF&P#98P=@DRN'J_^>>2<*:O> M>;:*$*?>>;)WBJ07>>9D1Z"8>E!/^9US>N8Z'YKV>XT@*9J8?'$``)73?\JL MSJ\H@H.;:*KD@9F)?J;:@.!V^Z,3@&-CJ)^;@"9/4YQ_@",Y=)H%@$P?H9F6 M@1<``)2.@`"KWZX]BRZ:BJG^B8V(O:7MB!IV,:(PAOMBY)Z\AB!.GYNFA8XX MU9DLA4L?+IBKAD8``)-P@`"K$JUJD^>9JJDWD9J'S*4PCX1U4*%HC;UB$IW\ MC%%-Z)KHBS@X09AJBJ(>RI?7B[,``))X@`"J0:S*G+28VJB8F<*&\Z24EQ=T M=:#/E,!A39U+DK!-0IH]D2@WOY>XD&L>=9<4D&$`"Y&2@`>ID*PLI*)9?E%@`&Y#$@!*H MXJNYKP.7HJ=]JKB%PJ-RIL-S0)^LHT-@*9PVH$],09D,V ML)8CHNL=S)5/E"8`,X^/@"*GN:L5PEZ6IJ;$O*N$UJ*VMW%R8I[VLOI?8YN& MK[I+G)AUK1\V>Y7=I-8=IY4)E`T`/(\@@"B?L+J$>72.U;6K>3I]T;#\>3)L M9*R+>6=:.*AD>=1&[Z2N>FHQZZ'F>P<7\*)R>[X``)$H@`">IKFV@:2.0K3" M@+U]8K`%@`UK\ZN,?YY9N*=D?W)&;*.N?X,Q;*#>?\$7L*$[@+H``)!N@`"= M][C+B=6-FK/>B$E\SZ\:ANYK5:JCA>U9'J9ZA31%X:+&A,PP^I_LA,07@:`< MA@0``(_+@`"=:+?SDA",^+,/C^=\&JY2C?MJJJG.C&-8?:6KBRU%6:'VBE

ZVFE31J!JDDDQA7[:3P MD5U$X:$_D#4P/IY2D"H7/IXVCK@``([$@`"<.[:_HNZ+V;'1GY)Z^JT/G(]I MBZB/F?A7>:1:E]9$?:"2EG`O^)V>EJ07)YUGCZ@``(Y>@`";R+8VJZ"+<+%$ MIZ5ZF*R"I!-I+Z@$H057):/4GI=$.:`(G4DOQ)SPG"<7%9RHCYL``(X*@`"; M2K77M(R+(K#4K]MZ5ZP#JZMHZ:=YJ#%6WZ-+I;!#_)^5I)XOG)R&H#$7%9P7 MCYL``(W%@`":V;6&O>N*R[!TN(-Z#JNAL[9HK*<;K^-6LJ+OK:!#WY\XJJ1B"'[_2>,MR%KI\>+EAH[5I>.I0<;"G M>5,^"ZQS>>0IIJF6>FH/9JM9>PL``(U#@`"1-\2+@.:!MK[S?_AQPKF0?TIA M2K1M?N)0#:^>?L0]K:M??N4I7:AF?S(/A:G#@$0``(S^@`"0S<.2B*B!1[X( MAR=Q7KB>A=Q@V[-UA/-/H:Z?A%D]4JI:A!DI(Z=*A$X/KZA/A.X``(S!@`"0 M@<*ID&N`Z+TCCE]PZ;>\C)5@:[*&BR9/.JVRBB4]`*EJB9,H]J9(B>,/VJ<$ MB0(``(R,@`"0+,'HF$^`E+Q;E;5PDK;PDW1@"[&[D95.Z*S6D"8\PZB2CVDH MUZ5CD!L0!*7ABM0``(Q>@`"/Q\%0H&*`0KNUG3=P3;9`FG-?S[$)F"Q.KJPF MEG$\E:?0E;(HPJ26E;P0*Z3CBNX``(PX@`"/9L#5J)1__+LJI-!P%K6JH8=? MHK!OGM].B:N3G0<\?:ZIPJUP\@*8@I_4HW*+(FZ`0L**X MBT@``(OK@`"$M-"?>/-UU\I9>(-FKL1O>%M7$;[6>'U&L[F3>-HU![4(>5@@ M]K)W>:X'Z[+9>T4``(GY@`"$8L^?@&YUF\E^?V=F<,.,?JU6SKW6?D1&<;AT M?BDTV;/,?E`@]K#^?I\(9[#J?^<``(H6@`"$2LZ%A\5U;\A\AD%F0\*%A/I6 MF;R]A"%&/[=+@YXTOK*1@X$A"Z^5@_@(YJ\H@_X``(HO@`"$1LU\CQ9U7\=L MC1EF(,%RBV=6=KN;BAI&)+8HB4@TM;%FB/XA+*Y)B>0)7:V;AE4``(I%@`"$ M.CJF9&PK(EJ-\UB*U6I#(B9:G;ET$+1ZBPAZ```(J(@`#R MAGM&>8K:]WN<>:7"_7OV>=&J?7Q8>AR1<'S#>HIWNWT[>Q9<]GW#>ZH_UGYX M?%P;%G_1?0_P7'F0A._9.GH'@^C!<7J`@P2I%7K^@DZ0'7N%@7P7@61; MNGRR@0H^EWUG@-09=7Y?@-ON:G@FD'37:'BLCE&_UWDWC%&GDGG,BI^.O'II MB25U-WL1A]5:D7NZAI4]=GQKA8D7]GSOA1CLF';XG`;5GW>%F-.^('@:E=&F M`7B\DPV-4GEOD*9S]7HGCFM9=7K;C$T\;'N%BH(6FGN(B-_J\'8%IZ/4`':3 MHVR\BG73*P^JY!G52O0"A&77YMG:(S';$ ML&AOZ'>>JN%5YWADIAPY,WCCH=$2N7@(C*CFD70#URG/N'1YSPRX.G3VQS&@ M1764O\B'_W9+C$3AXX0N=^7,,X.C M>#NU\H,N>)B>_H+1>0R'6H*+>9UN\()=>DM58()/>P(Y)H*9>],3WX2=?([@ M'X*@@KW*]X(I@?>TW8'%@4V=WX%Y@,R&(X%#@'1MLX$I@$!4'H$P@!XW[H&# M@"P2>(,@@*;>A(%*C:O)3H#AB]ZS48"'BB^<9X!1B,.$U(`RAXQLAH`NAH%3 M#(!`A8XVYX"-A.(1/(&RA'/$0*X!UA\';8'\]HY+&)'[8G^JP,GZ0G&N9 M@7YIF22"+WYAEA=J.GY^DVA1%7ZCD/,U(7[BCTH/0']EBE#:#7Z%KJW$VGX@ MJB2N[7W5I;V82WVQH8^!%7VPG:EI,GW+FAM0.'WYEPLT7GXRE5\.>WZ`BK#R'V.M(&MVGT^KS&7/'T8JB"`(WT>I6]H87T_H2=/?'UGG8PSN'V9 MFV8-V'W#B5S8$'V%Q5G"ZWT?OPZL\GS(N->64'R9LN-_1'R@K6UGG7S+J)5. MVGSWI-DS+'T;H%@-4WTHB0+79'TUT1?"/'S0R>>L,'QNPL:5@GPTN_=^A'PX MM`E],8B7>+)F!8?%>7I-GHDDR.(S$,UHDD?'G0/(OQ@,>\?(J9 M@#ZGVHEC?\Z2:(A5?WY\'X=N?U=D^X:N?U%,E(8>?UPQ-88:?Y@+[(>+@%K. MXHJIBQN[(8E?B9RFK(@KB#>1+XE)HHHB- M:(2PGMIW@H/OFV]@TX-8F%Y(^X+JE>,N!X+0E0T)48,`ADS)^8=RM1FV-X8Q ML$ZAL84/JY>,=80@IQIVIX-FHO=@%X+2GT=(58)8G'4M>X(XFDD(YH)&A@3) M+(<#O_^U;87%NF>@WX2?M-Z+H8.IKY)UWH+OJL)?9X)FIJ1'QX'MH_DM!(&Z MGG`(CX&NAU8(&KK5' M2H&3JM8LEX%>GB8(2H$UA9O"!Y:]=82O692*=@N<#9*#=I>'\)"N=S9R^(\' M=_-=!HV4>,M%N8QR>:8K`XQ.>HP&J8S_?)S`O)5]?RRN4Y-0?LN;%)%3?GZ' M`8^(?E-R"8WM?D]<'(R(?FU$SHMO?IDJ)XM#?OH&+(ML@!>_CI17B-BM&)(T MAYV9^Y`VAG6%Y(YXA8EP_XSJA,9;*(N2A"]#\8J!@[HI8XI-@[D%OHH*@R:^ M;Y-!DJ>KY)$HD)F8N8\WCJ&$R(UPC.-OZXOTBV9:,(JHBAQ#&8F>B1$HJHEE MB.<%7XC7@Z&]1Y)GG(6JSY!.F;*7F8YAEP.#E8RJE(5NV8LHDD%90(GKD%)" M4XCDCL"EXP'G$IM\(J' MF5%8;8E`EKM!IX@\E-\G?(?PE#L$R(;S@SR[6Y$YL*>HZ8\EK%^5M(TUJ"R! MP(M^I#1M+(H$H)A7QHB]G8-!&8>IFY4G"X=5F+X$CX8\@Q6ZI)#/NP&H-HZ] MM@"4^8S*L0^!!(L.K%YL>8F4J#!7*(A7I-=`G8=`HMPFJH;6FB0$8(6F@O:Z M&I!\Q;JGIXYMP`.46XQXNE*`8(JVM/)KXHDWL$Y6IX?[K1)`+8;LJ,0F2(:! MF>($.X4O@MVRPZ!Z=,.A2)V(=4Z//)K'=>)\:)@]=HQHL97I=U-3Z)/:>#(] MH9)%>0PC9Y))>=0!2I!9?+JQL)]@?>:@?9QK?9B.?)FL?6-[JI$BN9$S?E0!+([,?]VPNYY&APZ?>9M:)IM MCF",;I>TC+9YMY4PBS-F$Y+ZB?I1?I$%B/,[;H]XB#DAE8]*B+,`^HQ`@*FN MU9QPF8J==IF3EP2+5D8Y%]EU=/_X^*E3TZ M.(W^E!(@J8VWDN``UHIC@)&M,IM-K*";[)AOJ,&)Z)6WI/YW)9,ZH7YCNI#_ MGF9/;H\*F_$YPHUJFP(@58T6E=P`R(FN@(>LD)KKMFJ;4)@-L>.)2)51K75V MA9+.J59C()"3I^ MNV^(OI4`ME9U]Y)XL:)BGY`YKHY,JUTX_(RNIF4?OHP^E78`M(BE@'JD M":J1=#F3GZ;L=+R"L:-\=4]Q!:!%=?Q>&L;0)EK M>.P``(V>?Q&C,*F6?..3"Z7G?)N")*)P?'-P=I\T?'!=VIPY?)=*(IF;?-XT MOY>M?2T:T)@U?9@``(QL@`"BJJ3YN]Z.?:%4MR%]A)W0LHMK MUYJ#KGI9D)>&JX-&;)3OJ4(QSI+8H:P8]Y*UD.$``(>P@`"5\;4(<\2&?;"X M=#=VD*RB=,)E[ZC%=6Q49Z4K=C%!HJ((=P,L\)_X=ZP2;J(<=ZP``(E^@`"5 M5;0B?`&&'Z_%>[1V-*N>>Y!ECJ>R>Y93^Z01>\A!.*#I?!HLCY[)?&D25*"= M?*\``(C$@`"4U;,9A"R%C*[#@S1UL*J3@F5D_*:I@=A3;Z,'@7]`O9_@@5LL M+YVT@6<2/Y\_@@D``(@A@`"43K(?C%.$[*W/BL)T^ZFDB6!D6:6QB#]2UJ(8 MAVA`/9[RAM@KTIRZAL$2*YX&ALH``(>3@`"3N[%3E)*$5*T$DG!T6:CEGTIBQJ.MG*=1;J`!FHX_&YR_F7HK$)I&F)02"9L, MC#(``(9>@`"24Z_%KD6#&ZMLJGAS)J*,?H\E1'9]MH8T^SIP]H+HJ MVIG*G/D2!YI=C#$``(89@`"1^Z]ZMVR"RJL7LQ%RU:;0KO%B*J*_JWQ0W)\) MJ7,^GIO4ILTJO)EDG.42!IGFC#```(7B@`"(=K_E=8RYYN;H( M>M1JKK4\>JQ:]+"K>K9*3ZQN>NXX7ZC5>T,D-*;'>X$*GZ@N?&(``(6V@`"' MWKWR@NEY8KC]@?1J7K0F@2Y:EJ^/@+5)]JM,@'0X&J>L@&PD$Z6!@)0*WZ:# M@28``(5K@`"'E[SGBIAY`;?UB1MIY[,BA]1:+*Z!AM=)E*I!ABTWSZ:=A=4C M\J1;AA@+%Z4'A5$``(4I@`"'/KP*DF!XI;<6D&)IA+)!CJ99P*V>C3-)/ZE. MC!PWCZ6LBY8CUZ-6C#X+2J.YAZ(``(3Q@`"&W[MBFE-X4+9GE]9I-;&(E9Q9 M=:S?D[U(^:B,DE4W7:33D<8CPZ)KD>@+=**4A[\``(3"@`"&A[K>HE]X";7: MGV1H];#OG*Y9.:P^FFM(PJ?LF-LW.:0LF*HCNJ&8EJ,+G*&4A]D``(2:@`"& M3;IBJI5WU;5:IQYHQK!KH_99#ZNSH65(FJ=>G^4W%*.FGPHCJJ#\F!T+P*"T MA_(``(1[@`"&#;H1LSYWP+3XKSEHMZ_SJX-8]:LCJ*A(B*:]ISDW$Z+]I`\C MPJ!@F"T+\:`=B!,``(1A@`![;LLQHAMJ\3">A%?7K]K>=E0 M<+I)>=I`F;6'>@TO4K&H>E8;1[`Q>E\$"ZXO?$8``(,B@`![ M@-A?1[X]@`]03KD+?Z!`?;0Z?VTO4+!'?W<;?:Z2?ZL$EZQ)@'4``(,A@`![ M<,?HB11M?<)SAYY?%[T1AF=0);?4A85`7K,!A0(O2J\"A-\;K:T=A80%$JJ; M@VX``(,?@`![6\;LD&5M9<%PCH!>_KP$C.A0`K;"BZ5`3['?BL\O4*W@`![.<8EE^1M5,":E9!>][L?DXY0`[75D?9`3[#N MD.PO8:S2D0$<%:JFD`L%Y*?A@_L``(,=@`![%\6$GW5M1[_JG+->][I@FD=0 M"K4,F&9`6[`EEUTO>:P`EWD<2ZFCDR$&.Z;.A#<``(,=@`!Z]L4&IS!M/[]; MH_U>_+G!H2Q0%K1AGQ1`9Z]UGEDOC:M6G-,<>*C@DT`&AZ7KA&H``(,<@`!Z MW,2=KSYM/K[AJY-?";DXJ%M0*K/,IC-`A:[7I,XON:JPH$4)\[+WPQ>986G7TA>>CD#W2'?FC.:W6)?ANW^G9\?>6@RW=E?166WH5??DZ!WKO?A(5('M4?<'B,7+PB=+,FG0"B&2V7W4*AQ*? M1G8*A?V'?G<(A1%N\W@&A$)5/GCV@WDX^7G$@L03Q'G5@@O@:7&3E3C*S7*N MDK^TG'/`D&R=L731CDR&$77FC'9MLG;VBL)4*G?RB2$W_GBRA[<2E'B+A>S> MR7!UH)W),G&2G2^S`G*KF>><*W/%EM6$KG3ED_AL?'8'D6E3(W<+COHW%7>[ MC/X1CW=QB3_=;&^8K`W'V7"TI[JQJG'+HW^:VW+HGWJ#=W0/F[1K6'4UF#-2 M+G9!E0\V0G;ADL40M':$BTO<3F[KMXS&P7`$LENPBW$5K3&9OG(PJ#R"`@TFH!9 M>03S4C'U1?'_`LGUS?'JKSGV7?'R5_GW`?(]_4WWS?+EGTWXW?/=/ M'GZ-?30SD'\2?7(.08!(?8/3`'O2AU"_!WP"AD*J07PSA424@7QQA&]]_GR[ M@[UFHGT5@R9."WUV@I@RDWWM@B4-3'[2@8/1;GJ&DAB]97J\D!FHH7KWCC"3 M#7M`C&E\JGNABMUE>'P,B7)-"7QVB"$QK7S>AQX,>'V-A/S/\WERG.F[[WFJ MF@NG+7GMET&1I'H_E)A[9GJEDAQD6WLBC^=,&7N3C>$PW'OJC'\+PGQWA_/. MLWB;I]*ZLWC4I!^E\GD5H'&0JN*"D$'?MX@7B; MJ0EAQ'DGI+=)Y7FR3ZX2G=1PR.C7W=WO."- MRW>UML)WR'@DL2]A('BPK'M)5'DGJ/(N?7E!GV\)\'FOAKC&?H@8<(JS_(=U4MQ83T>%((W(9/>6#% M1H:`>KBRZH6[>NJ?QN+!X1U>U=UJH/Y>Z=?6X.7X.S@W*)V8,L@M)TAX*Z@E1>48)K@?-& MQX)$@9\K^X*%@6X'F(,Y@0O"K8/'CRJP,8,6C8V(<8(`BGQS0H&H MB39=-8%KB!)%U8%*AQ,K+(%XAGX'%('XA"C!5(*]F6&NV((-EOV;=8%ZE)V' M*8$%DE%R&X"PD"U<-8"$CE1%`(!HC+PJ>("$C`D&HX#FA'W`,('MH[ZMN(%` MH)::5X"KG62&%(`XFD5Q''_GEUI;47^VE,)$1'^ADK0IUW^PDA,&1'_^A#V_ M1(%)KC>LRX"?JDZ99(`%IDN%('^.HEMP/7]$GKA:DG\8FX)#IG[VF2(I47[X MET(%]G\_A`B^D(#.N-JL$(`FM#*8F7^$KV"$3G\"JI]OFX(%MGZC@]R^%(!XP\&K@G_3OF.7['\DN,&#DWZ3LS5NQGY` MKDE917X@JG-"DWX'IS`H>7WFFUX%@WXF@[JW7)%7;[&F-8^><.V4(8X<;VV6(_A>5.E0XY' M>9Z3'HS4>>E_^8N'>C]KUHI?>JE6JHEF>R1`"HBU>Y@ELHCZ>_0"VXB$?6FU M28Z+@NJD#(T"@EV2`XN2@=-^UXI3@6EJS(DW@1E5NXA*@.,_-H>>@+HD^H?. M@+@"E8<6@**T+(U-C)6BU(O+BSZ0MHIJB>A]N8DJB+1IO8@?AZQ4SH<^AL<^ M:X:8A@TD4(:VA>8"6879@9:S!8Q+EDFAPHK+E#B/G(EODBU\BX@ZD#=HL(?0(C^L`*-"8>6J[YZ`H96IY=F4850H^%1QH2#H/0[\(/.GU\B88.4 MES\!N(*-@2FP((H:OHN>O(BJN<*,;H<[M,9Y787OK^YEN83BJ\!11(03J.8[ M?X-DI3$A_X,BEOP!H((2@1FHFYKI;PB8CIAS<$&'I98\<6EUL)0\HY"&=H0``(IR>T6GRIF=>">7TI<]>("&UY4.>-UT MY),->4=AZY$[><5-T(^L>E`X&8Z5>LP>!H\U>PL``(C9?I.F[YA7@3N6T98) M@,J%Z9/;@&5S[9'E@!QA!9`=?_%-`8Z8?]\W8XV!?]8==XW^?_,``(=R@`"E M]9=XU: MDVA*RHO?D:XUF(K%D,<<(XKRCY$``(1/@`"C@93:IBZ34I*>HQF"2I!ZG_IP M:(Z!G/Q=R8S#FE-*-HM&F#\U)8H6EY0;T8HLDL\``(.5@`"B\91IK[N2O9(Q MK`N!JY`'J$9OQXX$I*==+8Q$H8I)IHK/GV0TM(F8G=D;BXF'DI\``(+]@`"B MBI06N9J22)'@M5N!(X^NL/-O.(VAK+]YPXO=#\P M%Y7_)B; M>.=$W9:">7HOZI4J>>T5II;4>=P``(4`@`"9"Z*&?\&)ZI]]?UYZ"IR6?PUI M'YGM?N!71I=Z?M!$.Y5F?MDO8I0'?N@55)5X?P@``(0$@`"82J%EB$J)#9YC MAT1Y&)N&AE-H3IC9A816@)9SA.-#DY1DA&HNWI+_A"L5!Y0^A(```(,H@`"7 M?J!\D-V(0YU\CT)X1YJAC;UG=)?WC%A5T96!BQI"_)-[BC4N;)(,B=$4RI,; MB4```()L@`"6UY^PF:N'EYRYEWIWEYG?E5=FR9Y*;D$`N M#)$GD`X4DI(4C48``('.@`"61I\&G9N]J$YVDIC2I/EE MMI8.H==4'I.5GU%!AY&"GA`M6(_IF^`4.9"$C:P``(#@@`"5=9YBM/"&.YMK ML2EV(IAXK49E096JJ:Y3M),JIPY!+Y$2I3HM#H]]GG84`I`,C8<``("+@`", MG*\T;@!^5ZM[;Q=O7:@#<"]?>:3`<4M.C*&[(PG MA)R9>.0-.I[B>-$``('%@`"+NJT-?EU]BZ)I?:)-IY]6 M?:@[>9S'?<8G,YM7?=X-/YTV?CL``($A@`"+,*OJAF=\SZ@ZA7=MPZ2KA*)= MZZ%-@_E-$9Y#@X$[`)NT@S8FX)HU@RT-/YNU@Q$``("3@`"*FZKYCH-\-*=- MC0UM'J/!B[1=0:!BBH%,B9U,B8DZC9K!B.PFE)DQB/\-/YIGR![0*7XG*ML)J)DFD9<2)[]F!A+H9O>EEPYXYDNE88F M-I=>E-P-2I@1B/P``(``@`")2ZDTIZ=[!:6*I+UKYZ'DH3NZ;1=>E4BJRI=F)$=JD)=O`RZZ8F=W4>Q*4P=Y(&(*4A M>,4``(``@`!^^;?Q?/YQ;[.??)UC1:]G?%Y4,ZMH?%1$*J?"?&LRMJ35?)8> MN:.U?*$&I*)B@A8&MJ%_@>0``(``@`!^3+6_C#API+%RBN%B6ZT^B;!3 M5:DWB*U#=*6&A_`R,:*3AYX>D*$TB"L&\9_ZA+$``(``@`!]\+3^E`9P3["M MDD!B"*QQD)=3`JABCR9#):2JCA(Q_J&=C;4>@:`CC>`'(9ZCA-(``(``@`!] MG[1IF^9P"[`2F;9AQJO)EYE2OJ>OE<1"XJ/VE((QTJ#>E'H>?I\NDJ<'3IUX MA/$``(``@`!]:K/IH^5OV*^.H5!AD*L]GLU2AJ<;G*E"K*- M9IY\E(T'>9QVA0X``(``@`!]-K.;K$=OT*\KJ59AA*K!IEU29*:"H^M"D**M MHL,QE)^/G_,>=IW)E)D'H)O%A2@``(``@`!RK\5(;-YEI<"L;;18';PY;I]) MT[?L;Y4Z=;0!<($I4[$T<2T4EK'I<+@``*LI='L``(``@`!RHL1W='!EP[^Q M=(M8.KL$=-5)\;:&=4`ZEK)V=;\IC:]_=B$5%:_$=;L`#ZGI>.<``(``@`!R MH\,Z>[AEJKYR>T58)KFU>OU)UK4D>OQ(IGJWR>S@5;JW>>P0`HZ?3 M?2X``(``@`!RE<'M@MIE@+TF@?A7Y[AJ@4))J+/2@,PZ9J^M@)8IG*R*@)`5 MKZPP@,P!(:7X@,0``(``@`!R=L#2B@ME7[P'B,A7P+=%A[9)=;*HAMHZ4:YS MAE$IGJM'ADD5[:JOAI`!D:15@0\``(``@`!R4;_YD6AE2KL?C\M7LK9.CE1) M9[&HC2(Z0:ULC%XIJ*HAC(46)ZE8BX,!\:+J@5```(``@`!R,+]0F--E/[IB MEN!7KK5_E0I)8[#/DXTZ/ZR0DL(IMJDXDP<68*@MCR$"1Z&T@8H``(``@`!R M$[[3H&!E/;G,GAI7L;35F^Y)9+`6FCHZ.JO2F;8IMZA]F'D6A:=-CSH"C:"S M@;H``(``@`!Q_KYVJ#9E0[E0I:)7N[1#HRA):Z]WH6LZ1:LIH%$IT*?*G$46 MJ*:/CU("NI_S@=@``(``@`#9M7&!;*K%#G+7;C>OOW0;;[>9FW5)<2V"K'9K M*=!M2!7B@=8(V>GF@=L`2`GIY=JW7MV]7=][#<'#<>$>N27)!>+>8 M2W./>32!='32>;YIQW8.>E%0ZWM8U:'@A>SX0SGC">JW5XFV$@QW!I&\; M@F>LM7"9@<*6S'(`@4F`''->@.IHDW2R@)Q/V77E@$HT;':\?^\/P'=!?R+4 M&6OJCDJ_U6V.C)"J[F\9BO"5.G"7B75^L'(.B#%G5W-VAP1.S'2TA>(S@'5R MA-L.UG7S@S#2>FJ4F6^^.VQ`ELRI5&W6E#^3KF]>D=5]4G#BCY1F)7)>C9%- MSG.DBZ@RI71'BA@.#G34AJC1)FF*I)V\ZVLXH2.H`FS/G:J286Y\QF"Z@&EAP'VE86K:NF./G&Q-M&!Y;6W:KL]BIV]HJ>]*SG"NIE`P&G#K MG^X,#''WB"7*6GGD:XNW?7ID;4NCP7KF;NN/`GMH<'1Y57ON")X0GI= M>,IAKWK_>7I)V7NB>AHN]7Q)>I`*:WVQ>JC'978J@.2TKG;F@(>A''>5@"R, M'8GB/*+`W;DA\1UHG>NAK]?7WAXA=!'U7DMA.\M,'F!'3PD=F)EW6WC\UT97:)C>%>2'=FC"U&[7@@BITL;'AR MB8H(DWG,A9/#)');H,*P8G,LG=>'=VA0W`\'"4P3:N%W%> MO`.:4G()MHF%UG*^L1YPU7.9K"M;'G2$J`A$.W4[I1`J*G4CG(('.W;VA.2[ M;H*4:IRJ,8(X;'B7ZX'Y;BJ$>8'1;[]O_(&Y<4U:<(&X*9" MDX!X>5HH+H#\><@$R((,>M*Y''\.?LVGPG[Y?K>5F'[??IR")'[8?H9MSW[< M?H-8>7[X?HU!NG\G?I(G;G^.?GP$8H"1?I*WO'V4B-6F7'V&A^Z4#GU\AOZ` MR7V!AA5LD'V?A4Q787W,A)A`S'W_@_8FJ'Y$@X0$"7](@=2V;7Q9DN&E"WQ0 MD3B2OWQ0CW]_A'Q=CFJ.1J'M>F!Y^=7MNE9MJ>7N5DSQ5BGO/D1X_1GP)CW4E:'P/ MCP`#?GU!@ERT=7J>ITFC#7J=I":0O'J9H-5]BGJGG8AIH'K4FG54SGL2E[\^ MK'L^E<8D['LJE"`#27Q]@CFSS'H+L:"B6'H,K<:/^'G_J:]\PGH$I9EHW'HQ MH=U4&GIYGKH^&7JCG.0D?WIJF%(#'GO=@ARS7'FGO""ATGFGMYB/5GF-LKY\ M%'F#K>EH.7FHJ9=3C'GNID$]EWH:HWPD"WG-F%\"_'M>@@2LV(N]:=J<^8J` M:[N+_8E^;7!YP(BI;PAF:8?Q<)A1[(=B!=R2K M\XH"'@@]H9J M>,<``(65>Q6J\(AJ?-N:U8=[?/F)V8:8?0MWG87:?2%D<84T?490*82X?74Z M481R?9D@583T?9```(/F?HJIT8;VAEJ9I(8/A;>(D(4^A0!VBX2&A%-C>8/M M@\-/7(-Y@TDYIH,X@N,?QH.8@K@``()O@`"HI87#C]N8F(3@CHJ'@X07C2)U M8H-GB[9B;X+6BF1.:X)UB4HXX8(RB&X?,H)FB'L``($N@`"GJX37F7Z7EH/Z MEWZ&@8,PE5QT;X*`DS-AC('QD3!-JH&&CW@X18%%CE(>M8%8C=T``(`@@`"F MXH048!L MDE<``(``@`"F2H./K0B6(X*^J;J$^('GIB9RX8$FHHQ@$H"7GU9,4X`YG-DW M-W_?F[4=^'^GE$0``(``@`"EXX,MMQJ5I()@LS.$7H%\KNMR/("IJJ!??(`0 MIN]+UW^OI'HVS7]8H7D=GG\-E`<``(``@`">II4>:4Z/U),F:R-_[I%Y;-1N MS)`#;FIKR=[).4TZ.$)!B>WU^(8[&>Z=M`(U8>]A:X(P-?!A'CHL!?%\R?HIC?)$8?HM\ M?&P``(!:@`"<&9"WA"N,_8\+@[-\]HU^@S5L"8P0@KA9^HK6@EA&SHG3@@DQ MY8DP@BNEK"(KVB;]9+8FU MB+)&'(B^A]PQ68@7AU`7L(C&AU@``(``@`":4HZ@EE&+/XT&E)A[-XM^DL1J M-8H4D/!87HC5CT9%;8?4C?$PRXLC`4``(``@`"9I(WOGX**AXQ: MG3!Z>8K-FK5I>HE>F#U7K8@AE@I$U8<EYW(I$HLUHW(C)G[=7$H>(G0]$0(:+FTDOYH6]FBD6OH7A MCV$``(``@`"8O8T(LE:)A(M[KO%Y5HG<2\``(``?="00)V-<6."2)L0=F!=9FZ M>A)R?9=M>DUB8)53>I51/9-J>ND^RY'A>T`J69$<>W$0!I,O>R4``(``@`". MSYK,@CV`DIAN@=MQA)8M@7EAD)03@290>Y(W@.H^*I"S@,(IWH_B@*D/TI&2 M@*H``(``@`".`)FTBJA_QI=9B;EPM)4=B,=@M),'A]Y/UI$I%@E;E.GH]UD_$\I8WBDLTHSXS8DL4/:8V=BFL``(``@`",59>9I+]^(I52 MHD-O`),#GY->]I#-G/%.'8[@I!6I)%-M(Y;HE$[SXS&H/4H'XNOFR$/'(OY MBC<``(``@`"#B:D3:#=V/*7V:>!H%:,>:WA8XJ!X;/Y(BYX.;G(VLIPU;[&AU/Z.(>*)G(J"3>.57 M[YW2>3U'L)M4>:`V`)EG>?XAZYC,>A4(G9EG>J<``(``@`""`*5"@%!TD*(Z M@`!F7Y].?[973IR,?X)'')H8?VDUBY@I?U\AH9=U?U@(KI>+?Y,``(``@`"! M9*0EB$=S\*$DAWAEM9X\AJU6GYMYA?%&EICZA5PU&YD.@(XI,.A@(``(``@`"`%*(4H--RPY\;GKED?IP7G&U5 M49DLFCA%4):5F*8T%Y2.F&$@QI-OE7\(Z)(`A@8``(``@`!_T:&\J5QR?9ZW MINQD+INFI#)4^IBMH:5%`I8-H"TSV9/\GGP@F9+8E@H(XY$[A@(``(``@`!V MM+/!9W]I];`X:0A<@*SE:HQ.&*F\;`(^AZ;B;5PM/:3K;FL8N:67;FP!B:*J M<`(``(``@`!V6K+0;U)IRJ\H"TM$*''>(08[J'I>%0"7IWY>E@``(``@`!UK+`=?EUHZ:Q]?A9;=ZCS?=U- M-*64?<,]QZ*9?<8LT*!J?=$8YZ!:?;P"K)OZ?J\``(``@`!U1*[TA>%H?ZM8 MA2Y;!:?/A(=,MZ1M@_,]YXIG?,KZYN^FY,8T9KRD,@#K)6,@GP``(``@`!J,K\#9K1=SKM` M:`Y0X[>6:7!#([0%:L8T*K#H:_0C'Z\^;*(.(;%(:^,``)\$<[```(``@`!I M[;X];C)=S[HY;MA0];9";YQ#1;)W<&XT6Z\N<3$C"D``(``@`!IS;SG=61=G;C:=8!0U;3/=;A#)K#M=ADT4:V0=GPCD:N(=JX/ M'*S(=B8``)R)?"(``(``@`!IJ+MR?&M=8;=F?!Y0A[-=>^E"\J]W>]XT+:P4 M>_`CDZGR>_@/9ZKB>]@``)MH?Z$``(``@`!I>KHQ@W]=-;8C@MI05K(5@DM" MM*XK@=$CIZ8RCD40(J99BND``)C? M@````(``@`!I#;?SF5E=%[.>E^901*]9EE5"DJM-E0@SY*?'E+8CG*5>D\P0 M/Z59BOP``)A(@````(``@`!H^K>/H.M=([,3GTE04:ZUG7Q"EJJ;G"4SZ:<+ MFVXCL:24F"(05J2#BPP``)>R@````(``@`#-4&QM9D2YYVXP:'6ETV_8:I"0 MX'%C;)1[#G+?;HUD571/<'U,;'6DD;6VV/GV]G=(9YXW$&=9=C/G*6=J5+87/Z=YLPL73<>%4,YG9T=^7) MB&?)?&"VD6GL+=G.;@+C&&&1&DC2S*69\D%2?@VB-CGZ+#VJ#C+MUUVQN MBQ=?LFY#B:)(8&_"B$$N'G`KAQ\*Y')XA%+$Q6,`G2&QW64_FG">.&=5E[6) MRFE3E0ITIFM'DH5>I6TAD#-'@FZFCBDM:6[FC,4*:'&$APG#MF']J!.PU&1` MI)>=*F95H/J(NVA4G6MSJ6I2FA-=R&PSEO]&QVVQE%0LTFW+DO,*`G"YAL3" M[6$\LPFP#6-_KL2<4V6-JDR'VV>%I=MRRFF$H;A<_VMMG@5&)&SJFOTL3VS9 MF%P)KW`4AHS":F"[O?ZOA6+ZN.>;LF3XLY.')6;BKDYR%VC:J7-<76K"I3Y% MBVPWHCXKQFP`G*@);7`2AE^^KW2.96"M!'6"9[Z:;'9Q:>^&OG=::_UR#WA" M;?M<6GDL;^Y%4WH/<;LK`WK?!2[P'`N>FNJ/G%R M>K:7TW*:>OF$/W.V>T)OP73/>Y5:1'7D>^Q#GG6?&RZ M*6Y=A,JHFF^RA#.6,7#L@Y:"UW(;@OYN>'-/@H!9)W1X@@Y"A75N@9\HD76W M@2X&#WB%@#&XKFS1CRFG)VXRC<.4OV]\C%"!;'"XBM]M1G'WB818&G,TB%)! MJ'0MASLGWG1$AGD%M'=D@VRW>&N6F9JE]&S_EVV3CVY-E2.`0V^1DMIL,'#9 MD*]7*7(6CK=`XG,3C1(G/G+[C%8%9W;>@Z>V@FJ;I!2D_&P(H222DFU4G@5_ M26Z:FN9K1V_KE_E68'$NE59`/G(?DS@FO''>DB,%)W=*@WRURVG?KI>D/FM, MJN>1Q6R1IOA^=FW/HP9J=V\BGV%5HW!NG#<_IG%=F?,F27#JEN($]'>A@UFU M5FEBN22CN&K)M+>1(VO^K_A]QFTOJSYISVYZIO)5#V_%HV<_&'"NH0TEQW`5 MF8L$RG?G@SVP<'S_9*R@37T=9QV/$7U4:5=\EGV<:V=H_GWQ;6541'Y6;U,^ M$7[5<0\D`'^K'&N'7C5>)&=X'E->1F,OGFV>9%Z M2WHF>@!FY'J<>G929GL?>NT\<'N=>TPBG'P">U0!?7XK?%>LN'<0@F><8 M@B6+-W@6@<]X^GB6@7)EKGDG@2916GF\@.4[CWHZ@*,AYGID@%8!2WW1?[JK M9G67C$";('8JBT")Y7:TBB5WL7<_B0!DG'?7A^M09GA]AOLZQWCZABLA27CH MA8B[8`_7Y5@*NI<'-XH"^9)707G;Z'ZG2CFQ9UP74UF&5BS'7: ME>).VW:`D[$YBG;KDB@@479SD,P`WWZ'@)>HRG+!JCF8PX)KKF@BX'9=M619H&(=XN!78$[>"MP$H$#>,!=P(#> M>55*.(#7>>0U!8#S>D\;-X&:>BP``(``?CJ?9H`9@"60,W_=@"*`%W^G@`-O M$W]Y?]Y']^?Y0:RG_A?U<``(``@`">.WZPB7V/)'Y] MB,]_!WY0A_]MY'XKAQU;UGX>ADI(D7XRA9DSLGY"A0T:.7Y9A0P``(``@`"= M1'V0DNZ.)'UED95^"GTZD`]L\GT9CG=:]7T.C/A'UWT9B[$S''TDBMT9QWS[ MBF8``(``@`"-67R&FFE]/7Q7F"YL)GPTE>1:-'PND\E'-'PXD@HR MI7PKD289<7O'CMD``(``@`";Y7O[I?.,MGO$N=HHI;T<3R(R;;Q0``(``>D"4 M$(TM;'J&*XOW;?YW#HKE;VAFRXGT<,!568DE<@M"D8B3%'(I-=@YV&(E(=L1EU(AD=W!4?8>?>!I!UX<3>+DM M28;N>1\3`XA_>)H``(``@`"2+(FX??N$"XBR?B1T\H?!?C5DZH;B?CM3J88N M?D=!+H6I?E4LRX5V?E02N8:@?@8``(``@`"1,(A,ALR##X=3AE=S_(9KA<-C M]862A1U2]839A(%`G(1 MC!D``(``@`"/((6\H;Z!"839GY9QZ8/AG1MAS(+TFHM0U8(WF%H^N8&REO0J M\($ZED81LH$1B_<``(``@`".OH5%JO>`EX1EJ%=Q8X-BI45A/X)BHB%06(&7 MGY@^5H$*GF4JFX".FS41<8!%B\L``(``@`"'?)B=8Q5Z:9:895EL1)3C9WA< MX9-D:7),29(/:TTZ-I$@;/4EV9$X;@$+/).5;70``(``?4:&U9;]:XIYSY4? M;0)KF9-I;F=<19';;[]+O)![<08YOH^!(]VY!1=AY+#([U=M0Y+HWZ=W0E#HW4=[L+'([( M=WT``(``@`"%2).P?!9W_I'\?$QIS)!=?'-:IH[:?)=*2XV,?,`XD8R4?.4D MG(Q8?.8+`8R\?0P``(``@`"$;Y)=A%EW*I"QA`=H^(\8@Z%9QHV:@S%)J(Q! M@LDX!8M1@HX``(``@`"#NI%'C,AVM)!HLNB/TWG(HEB%LCZXG`B&L*V8EGAA0``(``@`"#)I!TE41U\8[= MD_!GO(T[DF)8AHNHD,5(:XI-CV@W%(E"CI@CGHBRCL8*QH@=ATD``(``@`"" ML8_6G]8!(KVE\Q'ZHF3EAHVCXB,E6LC-(?IE!4*MH<0 MASX``(``@`""6H]DIH1U%HW.I%MFRXP7H<=7D8IGGR]'A(CWG5(V/(?EG'`B M[H M:DXPXIC^:\,<@9G!;#\#WYBA;+X``(``?]!Y_*%!:GMMH)[,:^)@-)Q_;4%1 MN9I=;I5"`9B`;](PHY=*<-0<9I?/<0<$()80<=(``(``@`!Y:Y^BAUL,IN[>F%>S9EX>IQ0?)=8>MQ`[)6!>QTOTY0\>T\;]Y1G>S$$=)'` M?$P``(``@`!X&YR_@>]KB)IR@;E>'I@U@79/R)83@2U`:)0T@/@O9)+O@-P; MM9+U@-@$CH_]@)T``(``@`!WAINZB=]J^IESB3A=DYD,1=%998CX9. MNI0KCD@_;9)`C4XNQ)#*C/0;AI!EC*0$QXTI@SL``(``@`!VLYI%F>MJ2Y@& MF(--H'MW98-'::4[9U3<7-4F*2T19]M5Q[1/:0))DK$5:C@\;ZX+:V8MY:N?;&0<\*L*;+H( M\:P);&D``)(7=VX``(``@`!@ZK8+;NQ5=[*_;Y))7:]R<$4\0ZQ1<0X```(``@`!@JK1D==A5);$:=AE(_:W0=F$\ M!*JK=KHMJJ@@=PL=%ZB2`* M9:)*AH@``(TS@````(``@`!?V;!7DD94LJS+D7Y(F*E(D'8[A:7YCXDM2Z-! MCV4=&*'LCKP*?*$?AQ<``(R<@````(``@`!?P:_=F:!4NZPLF+U(HZB1EX$[ MAZ4TEH0M4J)MEBT=,Z$!DTX*DJ`BAR8``(P`@````(``@`#!$V<57^VNTVDY M8K2;[6L^96"((FTD9^YS:6[X:FE=MW"Y;-%&QW)%;Q`LSW,F<-T*!'8J<12_ M(&0E:M&M2V:*;(6:CFB_;BR&Z&K2;\MR1FS/<6!KAF0@=DZ9!V9]=O.%%Q;@6S0>1%$ MRFYP>:\K#V[9>@H(Z7+<>BV[=U]+@%VIN&'U@`^70V1L?\B#[F;!?XUOEVD! M?VE:4FL8?TU#SVR^?RDJ0FSD?NT(=G&S?H:YS%U5BP2H(&`7B=R5LF*FB+6" M:64,AY=N4F=BAHY9-6F0A:="YVLYA,TIB6L9A!H(%')9@C^X<5O`E;.FU%Z2 MD[N4<&$MD;6!,6.BC[9M+68#C=18/&@WC!U"&FGCBJ`HY6E^B;$'P7+EA3ZW M7%IYH&.ES%U6G9Z3:E_UFKJ`,6)PE]YL/63>E3%7:F<:DL!!<6B[D*\H8&@7 MC\H'?'-9A1"VCEE_JPZE!5QBIWR2G%[^H[Y_7V%VH`AK;F/GG)E6K68LF8]` MUF?)ERBF7!/8C&1#G&G9.E^ M:'+V9W=JM'0_:>U5Z76!;$T_O':D;GVW/ M:XR0`&]0;5!]:W"];O]IPW(@<)]5#G-XVT@=;A[]FZM=HQH>G`P=V!3[7&A>"X]_G+)>-PDAW+F M>28#F7GK>D:NDF>"?A^>)FEF?BV,VFLA?BYZE6S'?BEG.&YI?C!2V6_N?CL] M''$7?CPCTG#A?A`#6WI3?BNM$&6?B$>8AXN+;&EIAKIY+FL@A>%F$VS1 MA151UVYLA&<\2V^2@\JJ M(V'LINV9S&/^H^F(A&79H*AV5F>?G6)C8&EJFF%/@&L4E]$Z;FPAEA8AR6JJ MDY`"MWMJ@=:IK6%%L1^91F-4K5N'Z&4BJ4UUL6;G>O8;J&-'A<9'1TIWD49OMA\'G3 M:6=.!GJ;:[RWP[;M,``(``'1Y:(V56G54:HZ%`78E;&ES MBW;V;B=@[G?+;]5-(GBC<6PWPWEF*'G8%=^T=G7>2>`<``(``>QBA MQ&_U>_>2C7$7?$^"6'(??(QQ&7,>?+E>N'0E?.E+/'4>?1@V-775?38<\W5W M?0,``(``?J*@;&XFA9R1.&]:A3N!"'!UA+=OU'&#A!]=M'*4@Y!*57.?@Q;6N`F1.//&S(ET=_%&WNE3]M M\&\+DR=;[G`ND31(W'$WCX@T67'%CG$;D'!=C5@``(``@`"=Q&J6HM..BFOC MH%=^6&T%G9%M-6X=FKQ;-F]"F"M(,'!2EADST7#4E1\;.F\UD7H``(``@`"= M5&GQK)>."&L]J7)]P6Q4I?)LEVU?HFM:I6Y]GTU'M6^*G0,S5F__FW@:Q&Y' MDAD``(``@`"84'^77EJ*27]P849[&']X8_AJEG^>9G98V'_7:-5%QH`N:PTP MY8"^;-X6M8(];30``(``=ER74WT;9YB)1GTY::1Z`7UD:X=ID7V<;4U7[7WC M;OY$^WY!<(\P.7Z]<F>6.7K7<+Z(`7L@<@%XY7MB'NP=#=6^GP(=3I$+WQP=BDOEWS;=M@5Q7U(=H4``(``??.5!7C$>>>&O'DJ M>G)WEWF%>MMG>7GA>SE6$'I.>XY#<7K`>]PO"7L;?`H59GL=>Z8``(``@`"3 MTW<'@PZ%KG=_@O-VA'?J@K!F37A2@E)5'WC'@?M"EGE(@;0N5WF2@784Z7E- M@5,``(``@`"2U'6DC$N$J78FBX=UA':7BI%E6'<&B8-4.G=^B(-!X'?VAZXM MQG@PART4@7?&AJ8``(``@`"2!W2"E8F#VW4,E"-TMW5]DGQDD77ND,%3?79L MCRE!07;BC>$M6G;\C5,4.79^BQ8``(``@`"1:G.@GLR#-W0PG,IT"W2>FGAC MYW4(F!-2UW6&E?-`H78`E&8LVG8'D_X3]75WC7X``(``@`"0_7+]J!R"NG./ MI8IS?7/THI-C5711GX]24W3&G/U`,W4YFVHL;'4SF8P3BW2TC3<``(``@`"+ M+(A^7?!^$8>M8,=OTX<=8VI@1X:X9=M/=(9Q:"<]*X9F:CLHO(;M:[D.!HC^ M:T<``(``>=.*488T9JU].H6D:+5N[(4M:II?=X+S)=LN(%X>2I= MA($R>:A-`($->AX[(X$'>H$G+($R>JL-9H'1>ET``(``@`"'2H!6@(MY_8`; M@*-KPG_?@)9AU9+C7XWAI7W,D09J1WV-C[=;#7U.CE!*W'TIC0\Y9GT6C"PE M]7SCC#H,ZGTRB)8``(``@`"%(GT=FM5WYWS[F41IL'RWEU]:>7QOE6)*27Q& MD[(XTWPTDK$E@GOFDDH,RWPGB*8``(``@`"$N'Q_H[%W='Q@H:QI+WP3GSA9 M]GN\G+%)UGN'FJPX=GMKF>`E)GL,ER,,BGM?B'H``(``@`!^0Y'Y769QVI"1 M8!ID:8]Q8J95NHZ#90=%OHW#9SDT'XUR:1L?THY6:A<&3HZ9:A0``(``?,M] M>X_H9:AQ*HZP9Z!CLHV9:7]5&8RD:T-%-HO<;.4SM8M];D4?CHPG;N`&:HOV M;O```(``?]Y\KHW7;=%P.HS%;R-BY(N\<&)43HK0<8Y$BXH-EO1(KN=JIAWHGY=U13A8D3=_%#UXA= M>'LRHX?V>.<>W8A&>.T&?(>2>;\``(``@`!ZZ8I*?@5N>(E8?D1A&8AK?F12 ML(>.?FI#48;+?FTR-H9G?G<>G8:,?F,&C(7&?J\``(``@`!Z(HCZAD1MN8@6 MA?M@7H;H3YA#L&D80\@ML``(``@`!Y M@X?TCHQM.H<:CBC(>*8.CBHD&BX+S MA&P``(``@`!Y!(ZH2XF\90@H.EF:)!-H+" MF"4PAH(FE[8=@8&OD_,&?8$4A&,``(``@`!QKYO87+)E\9GW7T)9.YA@8;1+ M3I;\8_L\"I7:9@%9\<``),-:;\``(``?TIP]YH.9(QE9YA' M9F]8M):B:$!*X94C:?@[MI/J:X,JKY-N;*L6,)47;)0`+Y"^;K8``(``@`!P M3Y@3;$)DHI9J;8Y8#I3+;LQ*/Y--;_L[-)(1<0DJ5I&"<40``(``@`!NUY2;>Y!C%Y,,>^)6<9&"?!U(T)`)?$,Z$H[/ M?&1'LXV_B14Y!HQVB'8HSXN=B%$5=8OCB`0!`X??@*\``(``@`!M M0I&+DPIAL9`7DC55$HYYD0%':8S3C[$XO(MTCM,H<(J>CP05&8K'C*`!&H;1 M@+X``(``@`!L[Y#XFPYA7X]]F?A4N8W4F%]'$(P@EK$X=,,,CIH9=%4``(D4 M>^4``(``@`!C#I]N>/!7X9U3>5A+WIL[>:T^XYD_>>PPM)>I>B<@39C$, MCI@!>BH``(?1?YP``(``@`!BD)XL@%97<9P6@&%+=9GX@$@^?)?S@!HP599. M?_H@)96B?_@,E98>@!$``(:T@````(``@`!B)ITMA[]7&9L8AWE+))CPAO@^ M*);CRM6S)I* MCIM*TY@\,OY'LB)\``(2< M@````(``@`!9([&M6F1.&J]27(U"9*T97JHUG*L88)XG+*GC8B,5DZMA8F@# M1:FV8UH``(CG] M9V`5ZJC/9W`#TJ:_:%$``(>@=K(``(``@`!8"*Z2:&A-2JP+:9!!T*F):K0U M.*MT``(``@`!7KJRG;SI,WZHF M;_U!5Z>H<+DTYZ55<6TFWZ.\<>P6"J1.<:L$A*%<.$``(0^ M@````(``@`!6_ZFM?2-,4*@````(``@`!6NJB@A"U,*:82A!9`N:-U@\0%:IAP@ZD``(&`@````(``@`"U M)F%36;*C_F/170.2-F8O8#=_AFAQ8TQKWFJ?9D97*&RN:25!*FYB:\\GZV[: M;=T&N72C;L6S*EW.9&&B<6":9JR0U&,V:.9^2V6N:Q!JNF@-;2A6'FI`;RY` M-6O\<08G&&P2"*O=%?E>8&>W5L6>=R-C%X)>CE[ M66#2>I=H%&-_>P%3U&7J>VL^3F>H>\0EEV;=>^L%U78D?)JMOE5X@_*=1EC. M@W6,!%OC@O9YWE[%@GEFXF&,@@A2R&01@:\]=F7*@5@D\F2$@1$%G7:#@&VL M4E-VCF:;]U;IC1B*S%H4B\!XN%T-BFIESE_DB2A1YV)PB`H\OF0EAQDD8F)U MAIT%;G;3@Z:K+5'/F-6:ZE58EK:)T%B1E(-WREN8DEED[UZ`D%11)&$4CH4\ M*6*XC0PC\&#(C*(%1G<6@Y&J4%"$HS::'E0;H$.)"E=:G3=W#%IDFCMD-UU4 MEX!0>%_QE1X[G&&*DU8CCE]LD>P%)G=,@WNIP4^8K769DE,TJ:"(>%9LI;EV M>5EPH?ACL%Q>GIE0!%[ZF\4[*&!_F@4C(EY%EAX%#7=W@VJH%VC;64F88VJI M7*^'SVQK7^9V)6X?8O!C96_*9=Q/?W%?:*7-&>E9>2&O6F::#%U+6MV:F-B@&U";'U.LV[Q;G\Y='`^<$4@6W`" M<4P!+GX!<\>DWF*(;8Z5?V39;PZ%-V;[<'ASN&C_<=1A.&KO&6C-%_7=XB3U6)0>#"#EF24>,=R7V:X>5%?_FC- M>=Q,C&JJ>F,WJVOF>L\>^FJ=>N$`_7Y4?&:AJ%U_@7V28&`9@5V"+6)\@29P M_F2X@.)>Z&;A@*1+EVC4@':VAT@!T`ZGYU?]2@8UN0BWN1*UY" MBI:!"6"XB9)OZ6,)B(-=YF5`AX)*R6G5B[GV&/'5?8J3:.ZEJEI@Q^PUTCHJ=MLE][GTY;T&'$ MG%A(]6/"F@,U7',7&!]9W+Q7Y!L MO'0;8HQ:X75$961'P79G:!,R\G=H:F`97G?-:UH``(``N*7!&@%=9F(P6G+=GYY@VMG=T9I.FSL=_E7OFYL>*-%%F_">4$P MQW")>;<7RF_L>8P``(``?G&5H&7&?PZ'9V>F?SQX,VE>?T9G^&KY?SE6QFR( M?RQ$.6WM?R@P&FZ>?QX74FX&?O```(``@`"4>V/JB)*&3&7?B`IW)F>FAU9F M]VE3AHQ5UFKMA)5#6F2C'U"UFKTBU8O%6MJBJP6G6LCB<<``(``@`"2 MWF$NFXF$LF,[F:%UCF4.EW5E;F;#E3I47FAMDSU"+VG2D;(NDVHND2465FH5 MC>4``(``@`"29F!-I/.$+F)=HF=T^V0IGX1DV676G)Q3V&=ZFA=!P6C9F%,N M(FD8EV`5Y6E,CLX``(``@`".?'CG6+&!)WE27`ERMWGA7RAB_GJ$8A-2`7LQ M9-0_G7OO9UXK/'S%:5L0WGY0:6```(``=@F-4G7A8;J`$':99$!QG'=29IMA M_7@/:--1'WC/:NL^W7F5;-,JGWI';D`0B'N%;?8``(``>A^,'7,;:K5^O70) M;'EP>W3C;AU@Y76[;Z)0,G:/<1(^&G==&D0`W;L M=_```(``@`")DVYK?*Y\4&^9?19N"W"I?5=>N'&E?7I.77*>?9H\BG-]?;HH MW7/&?<,/H74E?9X``(``@`"(B6RDA;9[1VWCA7IM#F[_A0Q=QW`)A()-?W$' M@_\[XW';@YDH6W'_@V4/6G.A@OH``(``@`"'LFLLCKIZ=6QYC=YL06VG%%;T&RAF=Y+IVV=E](Z16Y?EJXG%6X)E64.IW"1 MB>@``(``@`"!UX&+6%UU6(%86Y=GQH%:7J%8[(%]87=(P8&X9!LW`X(G9G$B MT8,=9_@(YX2D9]\``(``>7.`RWZV8.)T:'[*8U]FU'[M9;58%W\>9^=("W]@ M:?(V<'_*:[DB9X"$;,D(WX'I;)H``(``?09_NGP-:5US.7Q6:REES7R7;-A7 M&7S<;F9',GTM;]@UOGV6<1,AYGX8<;8(Q7^&<9L``(``@`!^F'FF<)>DMP^7@+>MQCC'AY>TE5+'C:>YE%M'D_>^$TBWFI?!LA&7G`?"`(JGNA M?)8``(``@`!\CW77@MYP+'9K@M]BS7;A@JU47W=&@EQ$Y7>L@A`S\G@"@=\@ MGW?C@=4(@WH?@5P``(``@`![RW1QBVIO9G40BMYB#'6)BA!3I77QB2A$-'98 MB%TS7':@A]D@2G8[B`\(98E-;Z()%9#H#J>2)+78"W>9@\F8"3>?PKZ("I>D(82(#_>A,";H%$>\```(``@`!P MIG^0?_)D[W]_@"-84G]5@"=*M7\A@`P\!W[X?_`KLW[I?^48,W[S?^@"C7^] M?_@``(``@`!O]GXYB`MD87XZA\97SWX-ASU**WW*AI0[9$E8;`D;O]/8HO)<"I"98L%<3PS[(J` M)H``(``@`!EKXM]=4Q:EHJ\=A5.FXGQ=L)! MGHDN=U`S9HB?=\@C`XBB=_T/#(E3=Y0``(%.?.4``(``@`!D]XGB?/!9[HDP M?4M.`(AG?7M!"8>??8TRWH<$?9DBV8;,?:,/"__B?1!)0T-?4%)/1DE,10`" M$H<2?;4``(`;@````(``@`!D6HB(A(M94H?FA'=-:(<@A"]`=H94@]`R6H6P M@XHB@(58@XD/,X4A@T<``(``@````(``@`!CWH>`C$59#8;OB^5-+X8?BR1` M/X4LBCLR+X1GB;`B-H0&B@$.Y8.@A_(``(``@````(``@`!C?(:QE!E8K88A MDWQ,RX5-DE,_X81/D08QXX-SD&XB`H+MD"H.VX)=B@L``(``@````(``@`!< MX)[Q5=]20IU96)]&P)P(6T4Y^9K[7;@KB9I]7[X:29O-8+@&A)Q*800``(.C M;4D``(``@`!,``((0]9Z(Y!9:$:28JZI7% M:E8:)I:':K4'%Y6<:N0``("7=Q0``(``@`!:MIA`:UI0.);G;)Y$T967;V4``(``@`!:#)9,D-#L9(N>I4W49#I>L,IF)`$>M\9<9`M>LP'.XWX>]$``(`` M@````(``@`!8\)-K@1-.EI(^@3M#3)#J@2,V[8^7@.PI+HZE@,X9((ZI@.L' M4(P<@.```(``@````(``@`!8B))7S(NA:/!8/<@6Z-M8BL.QZ6R8@<``)UL914``(`` M=?@``(``@`!//:938>]%+:268XXZ0:+K91@N$:%^9GD@$Z$'9U8.T:+A9PH` M`)K>:>X``(``>CP``(``@`!.QZ0+:*=$HZ)9:=XYI*"V:P$MH9]);``?P)Z_ M;)$.QJ`_;"@``)AW;RL``(``??\``(``@`!.2Z(+;W%$*Z!K<$XY,Y[%<1$M M*YU,<:0?C)RE=Y$?6)K7=YP.V)NI=UX`<9/:>E0``(``@````(``@`!- MB$0`W8]G@)8``(``@````(``@`"ISEKJ4ZF9K5W'5WR(\V"&6S5W M4&,L7LQDJ&6Z8D-0X6@5994[PFG=:*,C)6EP:ND#YWEG;,NGPE:C7B"8%%G@ M8/Z'AUSN8\9V#5_89GAC@&*?:1!/UF4B:XTZTV;G;=`B9678;VP#R'F<<6>E MW%+,:(V61U95:G.%^UFG;$QTE5S&;AQB,E^[;]].MF)><9`YY608E,@<]J$/%:A=-1S'UGQ='@A"F`$>/D#E7GR>O6B,DQ`?1V2X%!(?42"OE/\?6AQKU=M?89?Q%JS M?:I,GEV(?=@X.E\A?@$@>EW)?AT#@7H4?M^@L$FDAUF1BTW=AK"!D5&YA?]P MG55.A4Y>PUBIA*E+V%N)A!XWF%T-@[,@`5OT@Z`#<'HP@BN?=D=QD8J0>$O3 MD`V`GD_/CH=OQ%-_C0I=]U;QBZI+)UG8BG8W&EM`B8\?I%IUB98#8GI(@DF> MA$6LFZ2/HTHNF4Q_X$X_EO!O&E'_E*M=5U5_DI]*CEALD-\VFUFYC[`?55E` MCM4#5GI<@D*=XD1?I8:/#TCPHDE_54T)GQ5NFU#.G!9_EA$DO\#37IK@CR=AV(F4X".I&1E5UA^]F:56P9N.FBW7HA<86K% M8>9)46RI919;A&>W:'=(DFFV:N0T%VL#;0$;9VI-;B```(``1%^V=)U9"&)%=:=&=61Q=J0R866%=W8:*V4[ M=[8``(``>Y:6N%0%>NR(=5==>U]Y25IJ>[UI'ET^?`I8`E_J?%9%CF(H?*0Q MK6,;?.49L&-$?.X``(``?Q*59%&"A+6'/%4!A&1X*U@Q@_IH%5LE@X)7#%WC M@Q)$U6`D@KDQ&F#T@H$92&&E@J$``(``@`"444]HCG.&/U,&C5]W0U9/C"MG M/UE:BO)60EPKB=1$*UYNB.8PJ5\4B%(8_&!-B$D``(``@`"3@4VXF!J%>U%M MED1VB%3%E$EFD5?;DE)5G5JWD)-#C%SZCRTP+%UXCGP8N5\YC.T``(``@`"2 M]$QWH9>$[5`WGP1U]U.3G$1F!U:KF9E5)5F(ETE#+%O&E8TOR5P3E/L865YF MD'8``(``@`"16&FL4V*#GFM,5R]T\VSP6LQE&VZ07C=4$'`C87A!K'&89(`M M=7*E9PD3T7/&9\<``(``<>2/RF7#7+Z"4V?`7[=SMFFA8HED`VMO93=3&6TG M9\!`V&ZN:AHLQV^2;`(387#G;%(``(``=I6.2V(J9B"`W61R:$ERCV:,:E=B MZ&B!;$-2*6I6;A=`%FOK;\4L.6RE<143$FY=<0\``(``>K.,MU[H;VY_4V%H M<-=P_F.K+ M15P,>+A]\EZU>6EOK6$@>?Q@8&-9>G50$&5L>N8^1V<7>U$JT&=H>YT2-&IZ M>V\``(``@`"*$5F@@@A\TEQJ@@=NHE[R@=]?96%&@:!/)V-G@60]G64+@3LJ M364D@2P1YFCW@3L``(``@`")&5>9BT][YUI]BIYMQ5T8B;Q>EE]_B,A.9&&N MA^T\^F-+AT(IZ6,GAO\1LV>PAD,``(``@`"(7%7VE()[,5CMDR=M$5N5D8Y= M[%X"C^I-OV`VCGL\6V'.C7$I;V%NC4D1@F:JBF(``(``@`"'V52ZG9EZJE>] MFY]L@EIGF59=7ES2EPA-15\#E18[^F"/D],I"5_ODV@1)&7OBY<``(``@`"% M,'&24T!X:G*65O-JI7.S6GA;I7387>&"<&I=9-UUTFP!9Q=H6&V#:3)9C6[N:RE)F'!` M;/\X(W%>;IXD@G&\;[(+976";XH``(``?8"!#F,%'SVM:>50VI&QX>=,C;6PY>A4+"G&;>F4``(``@`!^ MH&(=?UER-V0Y?YIDW&8;?ZU6<&?0?Z-&]&E4?Y@V!FI??Y@B]VG*?Z,*WW`8 M?\<``(``@`!]O&`HB"9Q7F):A\ID#V1,AS15KF8-AH9&/6>8A>LU<&B3A8(B MI&>DA8H*RV[/A$,``(``@`!]"EZ1D.5PLV#4C_9C9&+0CKM5#&24C6M%GV8> MC%`TU&<*BZ4B+F78B^D*LVWJASP``(``@`!\BUU7F9)P,E^HF"!BVV&EEDI4 MA&-DE&%%*63EDM8T>&6^DALAR61BD5$*:VYDAPL``(``@`!X_7GN4OYM!'IB M5H]@#7L`6?91UWNP72E"1WQH8!\P_WU!8JX2!W MLW9@6TAK]78P='I'9^HM`N7:_:[@OQ7=];34< M$'?+;=8$G'O%;KD``(``?^]U1'`%:]]I;,``(``@`!S#FL8?)YG;VR/ M?1-:VFW/?5I-,F[B?7X^:F_.?9PN`'!2?;T:X6^(?<($F'@\?H(``(``@`!R M.FDSA/EFH6J^A.1:%FP*A)%,>&TEA"(]NFX0@\0M;FYU@Y<:F&V(@]X$FG@X M@H,``(``@`!QDF>GC49F`&E#C+%9>&J6B\U+Y&NPBLX]*&R3B@8LW&S?B;H: M*VOVB=52(+T62Q' MRX,Y7#TXUH.A7P$GV81X82P2](:[894``(,Z9:X``(``?`-KEG^$6DY@D'_! M72%49H`'7]!'$(!58E,X0X"Y9)`G=(%K9D02UX+[9E\``($):F(``(``?S9J MA'Q38B-?;WS+9%Y3=GTR9GQ&+GV0:&XWBWWX:B3GH$:Z%247J%;2U%2WKW;I@VOWMH;\XF3'O;<*$2 M.7R/<$@``(``=/X``(``@`!H8W;5<=-=5'>0>(``(``@`!G<5<<'5X>F)0B'8>>M5# MFG:=>R4U?W;_>V0E?7Y(1UW>Y>V```(``?@D``(``@`!FKG+(@;-;RW.] M@=M/]G1K@<5#"W3C@8PTZ74Y@6,D]W4O@601J77:@8D``(``@````(``@`!F M$G%)B9I;-')-B55/8G,!B+U"@G-TB`4T9W.[AXLD"(TI7OH)@(YJ7RD``(``:6D``(``?G!?CXE26/Y5*XD16[M)JHC>7E4\ M]8C$8+PNH8CN8L8=R8GY8_@)I(JH8_T``(``;BD``(``@`!>GX9!8&-4+88Q M8IA(UX879*\\+X8$9I8N!88D:"D=8H;U:/T)HX=1:.L``(``%L``(``@`!!PYW7\7>(XL(W\4 M>.(<)7\H>/$)6G^T>9D``(``@````(``@`!;/'SP?CU0UWU/?I)%F7UO?K0Y M1WUD?K`^Q9*G7%TRB))$7ILD9Y*( M8$\2V)3G8)D!U)$*8FD``(``$C5(T!:M`22HZ3:IT"'XKP;*0``(``>SP``(``@`!1 M.8O(;%5'1(MI;98\:XKW;K4P=(J/;YXBXXJ*<#T1_HN^;^8"+8AX$H``(``@````(``@`!/XH?B>JE&#(>X>RT[6(=4>W4O@(;5>YZ81J(;E>XL"<(2"?5<``(``@````(``@`!/8(9C@<1%B(92@?`ZV(7V@=P``(``@````(``@`!( M6*)Q3E\^WZ$\44(T::!G4_8H6:`H5DX9PZ%S5[\(HZ,;6&4``)&47^0``(`` M<'H``(``@`!'1Y_F5/X]^)[L5W)X:6<4GCYVO6[P919ZA7-@(IY]S75D` M`([<9'X``(``=5$``(``@`!&FYT-6YT]-)PM7:PRPIMO7XXFVYKY8208PYN] M8>H(EYO.8E```(Q#:5$``(``>:D``(``@`!&!YH\8CH\A)EO8]PQ]IB\958F M0)A'9HL81YCM9P8(@)A,9U\``(G>;GP``(``?8```(``@`!%9)>X:.@[W9<, M:BDQ7I98:T`EJ)72;`H7^Y9,;$L(=94/;*\``(?&="\``(``@````(``@`!$ MQ963;[X[2I4*<*6<``(`` M@````(``@`!$.Y/"=IPZSY-:=SDP@I*N=Y8D^)(!=[P7:)(>=YD(@H_2>)L` M`(2R?TP,I%/??@DPY"(?=H70I!S M?<@(4HWP?G@``(-%@````(``@````(``@`!#@)$$A,8Z)9#.A/0O\9`RA+,D MF8]9A&472H\%A(<(A8Q9@U@``()Q@````(``@````(``@`">^U/53=6/R%<( M4AV`!%HB5E!O7%TL6F-=I6`97E%*OV*U8A$V<61C98$>7V.69_0!>WV`:QF< MT4Z%6`B.%%(N6V]^A%6R7KYN"%D18?)<;UQ#909)JU\'9_8U@&"8:I\=K6`R M;'8!BWUD;\^:VDFL8CZ,.TW`9+E\[U&<9R)LBE5!:7M;(%BH:[Y(C5N*;>@T MFESS;]H=#EU*<20!FGU+=.*8Z$4\;&2*:TFS;?E[,DW4;XAK'U&Y<0U9VE56 M8N7"D$V=GB(RT8*=SAYODIY=_5I MO4Z/>*I8V%)<>5Y&G%5H>A`S%U9F>K,<"EC3>RH!L7TD?8B59SVI@'Z':T+4 M@&QXFT>+@%QHPTO<@$M7[T_&@#Y%]U+>@$,RD5.@@%@;JU8CS56N4N[C=9$W$[4C+8Q MPT\8C!L;,52OB\L!R'S]@322,S8/G;2$OCORFP=V<4%"F(9G!$8)EDM6;$H_ ME&-$I4U9DN,QB4U>DE`:]U//C_`!S7SU@3B3@UJ^3>Z%0UUA4B!V6U_]5CEF M?6**6B]5@63Y7?M#/6<788\O3VA`9+$6JFEU9E0``(``;=*1>5695YF#U5B[ M6OYU+5NV7DIE?UZ-8794HV$Q9'A"@&-J9THNN61=:;<63F9@:MH``(``Y9E!D`EK/:*]35EVE:O)!8U_Q;1`MT6"=;MH5L6/@ M;XH``(``=V*-RDR3:NN`1U!S;*=Q]50!;E9BM%=2;_)2*5I9<7A`:EROW:,'$BN=(9^Q4S;=7MPDE"M=F-A8%0L=SQ1-%=< M>`T_E%F[>-0L<5FZ>7L4U5_G>:P``(``?O.*L45(?AM]A$FX?DUO>DW$?G)@ M9E%V?HQ03E2_?JD^]%<=?M0K]5;`?PD4AUYD?U@``(``@`")B$);AYY\?D<& MAPUNETM$AFU?GD\>A*E?5>ADN2D_).H$\*DD4]@E%%D1TJ MX5"MD1,3WUYIC4```(``@`"('6'L3@QZPV0'4AULL68F5A==FV@Y6>Q-5FHN M79$[I&O:8.\G\FR88ZD.DW#K9&@``(``<;2&)USY5QMY2%^+6G=K8V'^7;9< M>V118--,669R8\,ZS&@I9G4G0FB':)0.0VX1:/\``(``=FB$;EAB8$9WM%M; M8M]J+5X<96-;7&"C9\5+:6+H:@,Z"V2A;`TFN622;9D.$VN';<4``(``>HN" MNU0P:6EV%U=Y:T)HE5IT;0M:%%TP;KI*/U^@<$HY%&%5<;0E^6#(`D-?FDQ>#H``(``@`!_ZTTA>Z=S@%#A?!=F-E1'?&]7WU=6?+5(>UGV M?/DWLEN0?4,D]EK,?8D-4FE\?@D``(``@`!^X4I-A+1RCDX\A'AE6U'*A!E7 M&%3X@[!'P%>E@UDW&5DF@RDDIEB1@T0-/&FA@Q,``(``@`!^$T?UC:5QTDP* MC,-DJD^VB[)6=U+XBIQ')U6JB;@VA%<*B2LD-U;"B6(-)6G(AS8``(``@`!] M@D8@EF=Q2$I3E/)D'TX1DS95\U%;D7I&NE0+D!V8Q```(``=89ZLV2R5I%NG&:W6=QA@VBI70M36&I]8!5#XFPA M8NHRTFUE96@?1&U/9PH''W3J9[\``(``>:UY'6!%7RMM%V*F8NFE-:_<'#705;*4``(``?5)WDEPN9]-KFE[: M:;Y>Y&%$:Y=1.V-R;5A"%V5+;NLQ;69E<$4>6&7><0$'#G03<2%I0EAI><=DY/$5V6>KQ`5%^)>R(P!V!8>X,= M3V")>[L&UG1R?.H``(``@`!S_5*1@;EH8%7/@<9;X5BQ@:9.4%LR@7,_H%TF M@4\O=5W$@4L=#%Y^@8@&V'1O@6D``(``@`!S/5!#BCEGKU.CB;E;-E:>B/A- MLUDJB"<_!UL6AX8NWEM\AT$"CN(^F%EAC=(NBEF4C7D<0%N>C1D&G733A'D``(``@`!P MT7%S3>)E!G*34:18>'/-555*T74&6-X[S78M7"`JYW=#7MD6G7@P8!8`IW[F M8EH``(``>-IO#VSK5=QCNVYJ61-77V_<7"Y)Z7$V7R$[#7)J8=`J4G-:9`,6 M0W0)9-<`SGZD9R$``(``?(1MEFBG7?=B4FIX8)%6-FPC8Q%(V&V=96DZ)F[= M9X@IFF^?:3<5QW!]::T`X'Z&;"H``(``?[QL-62T9A=@^&;$:!)4XFB<:?=' MWFHV:[TY1FN$;4TH\&P1;H(576UN;JD`\WYE<98``(``@`!JXV$C;D9?N&-F M;Z13NV5D<.U&RF<7R&!V=U!2YV*6=_]%]&1<>)`WS66C>1$GV66J>7@4KFB:>6_0``(``@`!HW%M+?JM=[5WC?O12&V`??PQ%-F'R?PLW&V,K?Q,G1V+>?R\4 M<6:[?V8!)'X3?_H``(``@`!H)5D#AL!=1%N[AH]1>5X+AA=$H%_CA8DVB6$( MA2DFM&!AA284!F54A40!,'W^@,X``(``@`!GGEC39$ M(EXRC"(V(%\_BVHF9UYABXD3L&0XB?,!#WXU@+@``(``@`!DXWH,35I9W'JX M4/A.!WN(5()!`WQD5]TR='U,6MLAE'Z`70T,S("@77@``(``99T``(``>[1C M177"5-]8J';!6`),_7>Z6P5`*GBD7=@QR'F"8%,A''IG8A$,M'RL8CT``(`` M:D@``(``?O1A\7&G7(-777+N7Q=+[G0289`_+W4/8]&]/;(``(``@`!>=F=&<[)4!FD9 M=*1(OFJ<=70\:FO'=B(NSVQT=K`?`VO;=OT+]'&9=Q\``(``?=,``(``@`!= MF&23>WA32V:5>_-(&V@S?#H[TFE??&(N,VGH?(L>>FD=?*P+UV_"?3T``(`` M@````(``@`!S@HH=[&;J@K<+ MBFY<@GL``(``@````(``@`!<8F!MBNQ2)F*JBJ5&_V1NB?4ZS&65B2TM2V78 MB,P=J&4FB2H+66T^AJH``(``@````(``@`!8\X-<3&!.JX.63]U#A(0$4SXW M"H2:5F$HO(6`60(75H>)6EP$<8?56Z(``(``:34``(``?AI7>'].4WQ-A'_5 M5HI">8!@67$V+(#Q7!LH$X&Q7DD6\8,S7T,$C80(8&X``(``;?$``(``@`!6 M2'M:6K-,5'P?74!!>WS)7ZHU/GU?8=B8?5+,7B28_U`5GE59>0T6'GW9YHFB'I_:.85TWKX:2\$ M"```(``@`!4&G0Y:4=**752:LX_578O;#8S8G;0;6PEXG$;EX$6GMI;^,``(``?'(``(``@`!3)G$L<*M)0W)O<;L^A'-D`I(*D]Q'#V>1HQ]7&6>6LDH7&;>9\4HG(F>8`$D'A*>W,``(``@````(``@`!1 MIFPG?W1'[VW,?[@]6&[W?[$QJ&^)?XTD96]2?XD40G`Z?[`$7'BB@"<``(`` M@````(``@`!1)6H_AO)';VP!AND\W&U!AG@Q.6W.A?,D$6UDA=L4$&ZDA;@$ M47BU@NL``(``@````(``@`!,[XV@2M=#8(UJ3C8XU8V#46DLO8W_5$0>58]? M5E<,@)'=5O8``(F*7#0``(``;*T``(``@`!+DXG+491".(GF5(LWM8H75U`K MQ8I_6;X=F8N86VP,.8T56]8``(9.8-\``(``<8X``(``@`!*A87Z6&=!'(9+ M6NDVO(:473PJUX;S7SL8+\``(-49;H``(``=H@``(``@`!) MC8)47T=`%X+(84\UJX,C8RLJ`8.!9+\<((0Q9:L+B(2W9<(``("J:MX``(`` M>NL``(``@`!(FW[Q9CP_)W^/9\XTPG_^:3T<``(``@````(``@`!&3W;0>VP\ZW@# M>]`RO7B\>_@G77CM?``9^GB$>_L*;7IO?*T``(``?W@``(``@````(``@`!% MTW3;@KP\AW9$@N`R;W<@@I\G.G9PR4E,#4IF^5&`` M`(2R7XH``(``<`T``(``@``_-Y6\3P0V5)6.4=DL+)695&(@2Y9`5F81;IBA M5R\#"94563\``(&N9$```(``=0$``(``@``^09(657@U.I(95^$K'I(^6@(? M.I+76Z`0H)3#7!\"TI#/7BX``(``:2,``(``>70``(``@``];XY]6_TT4(Z? M7?8J&([57ZD>9X]D8.@/_Y#782H"JHT&8SH``(``;E8``(``?5@``(``@``\ MFHL48IHS=(MI9"8I1(NM970=F8PB9DL/IXT09F<"F8G%:(<``(``=`0``(`` M@````(``@``[RX?R:5TRIHB':H$HD(CE:VL=!HE":_$//XFD:]8"IH<#;C`` M`(``>3L``(``@````(``@``[%84I<"DQ](7^<.\G^(9W<7DBL``(``@````(``@````(``@``Z#8"J?B1F8&K4;TASO'B4?62"'(;(BVB/_)2,F1"=F*(8IIRK' M*^@M""XH+T@P:3&),J8SPC3>-?LW&#@U.5$Z;3N)/*4]PC[>/_A!$4(I0T)$ M7$5U1H]'J4C#2=U*]TP232Q.0T]94&]1AE*<4[)4R57?5O98#5DC6CI;45QF M77A>BE^;8*UAOF+/8^!D\68"9Q)H(VDS:D)K4FQ>;6=N<6]Z<(-QC'*4<-ZR'O-?,Y]S7[,?\N`R8''@L6#PH2_A;N&MX>SB*Z)J8JD MBYZ,F(V1CH:/>Y!PD6226)-,E$"5,Y8FEQF8#)C_F?*:Y)O6G,B=NYZMGY^@ MCJ%\HFJC5Z1%I3.F(*<.I_RHZJG7JL6KLZRAK8^N?:]KL%FQ1[(VLR2T$K4` MM>VVVK?(N+6YH[J0NWZ\:[U9OD>_-<`BP1#!_L+LP]K$Q\6UQJ/'D@#IP4L M!H0'OPCG"@0+%@P<#1X.'`\9$!<1%!(0$PL4!!3\%?,6YA?8&,P9UAK>&^$< MX1W?'ML?UB#1(:2)M) MG4J?2Z-,IDVJ3J]/M%"Z4U>\5_U M8/AA_&,`9`-E`67_9OQG^FCX:?5J\VOP;.YMZV[H;^5PX7'>O>*5YFWJ0>X5\>GUO?F1_6(!-@4&"-8,IA!R%$(7^ANV'VXC*B;B*IHN5 MC(.-<8Y@CTZ0/9$LDAN3"I/ZE.F5V9;)E[J8IYF3FH";;9Q:G4B>-I\EH!2A M!*'UHN:CV*3*I;VFL:>FJ)NID:J'JW^L=ZUOKF>O8+!:L52R3[-,M$FU1K9% MMT2X1;E&NDB[2KQ.O5*^5[]=P&/!:L)RPWO$A,6*QI#'ELB=R:7*KW&O=>=Z&WY3@G.&BXJCCK>2R MY;;FNN>]Z,#IP^K4Z^7L]>X$[Q+P(/$L\CCS0_1.]5GV8_=J^&[Y;_IL^V3\ M5OU$_B__%___```"!0/8!6@&Q@@&"3(*4@ME#'(->`YZ#WH0>A%Y$G43*6(M9C5J/6Y%8QZAWN"?'Q]=GYO?VF`88%:@E&# M2(0^A36&*X)#(H"BO>+[8SBC=B.S8_#D+F1KY*EDYR4DI6)EH"7>)AP MF6J:8YM>G%F=59Y2GU"@3Z%/HE"C4J15I5FF7Z=FJ&ZI>*J"JXZLG*VKKKNO MS+#?L?.S";0@M3BV4;=LN(>YI+K"N^&]`;XAOT/`9<&'PJK#SL3QQA7'. MR8+*ILO*S.W.$,\RT%31=-*4T[+4S]7KUP;8'MDVVDS;8=QTW8?>F-^GX+/A MON+'X\WDT>72YM#GS.C$Z;KJK.N;[(?M;^Y8[USP6_%6\DSS/?0J]1+U]O;6 M][/XC?EB^B_Z]/NQ_&;]$?VS_DW^X?]Q__\```'9`XT%"094!W\(E@FA"J0+ MGPR3#8(.<`]?$$P1-Q(A$PD3\!36%;L6GQ>#&($9?1IT&V8<51U!'BP?%R`` M(.HATR*](Z8DD"5Z)F0G3B@Y*24J$"K]*^HLURW$+K$OGC",,7DR9S-5-$0U M,C8B-Q$X`3CQ.>(ZTSO$/+4]ICZ8/XI`?4%O0F)#541)13Q&,$E5M5E]745A#635:)EL87`E<^EWK7MQ? MS&"]8:QBFV.)9'AE9F949T)H,&D>:@MJ^&OE;-)MOFZJ;Y9P@G%L>H9[;GQ6?3Y^)7\-?_2`VX'"@JB#C81RA5>&.X<@B`6( MZHG/BK.+F(Q]C6*.1X\MD!*0^)'>DL23JI21E7B68)='F"^9&)H!FNJ;U)R_ MG:J>EI^#H'&A7Z)/HS^D,*4BIA6G"*?]J/.IZJKBJ]NLU:W0KLNOQ[#$L<*R MP;/!M,*UQ;;(M\VXT[G;NN.[[;SXO@2_$<`@P3#"0,-2Q&;%>L:/QZ;(OLG6 MRO',#,TJSD?/8]"`T9_2O]/@U0/6)]=,V'/9F]K$V^_=&MY&WW/@H>'/XP+D M3>69YN?H-NF&ZMCL*^V`[M?P,?&0\N_T3?6J]P3X6OFK^O;\.OU[_KO___\` M@`"``.9/?\Y_6,V9?ZA^S;3:?YE^>9P4?Z-^98-,?\9^A6J%?_Y^P%&_@&-_ M/3D`@1*`#_S%?GR+-.2U?F.);,Q`?EV'S+.:?FZ&9IK8?IB%0X(8?MF$3VE: M?R^#9U"N?Z^"H3@4@':!YOJ\?3:6<>+[?3"3DLK+?3Z0S[(Z?6F.7IF3?:R, M+(#O?@>*(FA.?G6($T_!?PR&`#=!?^B#K/CC?"ZAM^%!?#.=O\DS?$V9\+#" M?(665YA%?-^3&G_+?4^/\V=6?=&,M4[O?GR)33:'?V>%7/V.M`]^E>V:G MZ\>J>X>C"J]@>\F>:9;X?"N9^'ZR?*^5MV9N?4.104XN??V,>S7E?O2&[_6\ M>LJX5=XO>L>R%,9#>N2L%*X9>RRF897<>YF@VGVD?"2;6665?,B5J$V"?9&/ M@35;?I&(7_1W>E+#JMSL>D:\,L4)>EVU"JSY>J>N.Y3I>Q^GFWS9>[:@Z&38 M?&"9W4SM?3624#3H?CV)I_-C>??/`=O8>>/&0,/Z>?*]Y*OW>CJU[)0">KBN M)'P@>UNF0&1(?!"=Y4QO?.J4XS2)??>*Q?)U>;3:6MKK>9?0,L,/>9_&E*L8 M>>.]:I,[>F2T:GMW>PVK0&/">\RAEDP)?*^7,S0]?;Z+MNY3B-M^-M>&A\1] MPL"?AL-]<*F,A>9]59)2A2I]=7L'A(9]QF/$@_%^-4R/@WA^Z362@RB``.P] MAWV(R]84AG"'0+]KA8.%XZACA+N$P9$>A!N#WWG4@Y2#+6*<@QV"C4N2@L." M%C38@I"!P>IZAD>39=1TA4V0VKW\A&^.#;^C;A4^=_M+@A%^:=+QZ@XZ7%*6K@N>3Z(ZT@G*1 M"W>[@A6.06#6@<>+9$H8@9>(:#.B@8N%!.=;E(V`@<*7E7:Z@7B3NV`(@3F/LDEU@1J+93,D@1^&>^8`@_&S2]`;@P2M MNKG-@CJH6*,R@:.C+8Q[@3:>('7(@.Z9%%]*@+Z3VTCD@*^..C*Y@,&'S^35 M@W.]^,[Z@H>W5KBU@;RPXJ(O@2:JJ(N?@,2DBG41@(.>55ZG@%27T4AI@%.0 MV3)@@'*(^^/6@P[(IY4Z%*@+^Q^HK0@&&JNW1K@"ZC7%XI M@`>;E4@"@`>3.S(7@#")_N,`@KW35,TW@=;*6;;Z@0?!FJ"(@&ZY$XHC@!&P MHG/:?^*H!EVW?\:>_4>K?]"55C')\L,CNC_%\8[.QCAA\.IX[ MC&A\1XB-BMY\CW+%B6E]"ET1A_Q]J$=[AIE^DS)1A3E_\=PJD+2&E\>4CL&% M4K*2C/2$/)TVBU>#6X>.B>2"MG'2B(B"/5PKAS.!V$:YA>F!HC'+A**!G=JC MCXZ0E<8YC:B.5[%RB]V,/IP5BE>*<(9XB/B(V7#0A[6':%M(AG>%_$8%A4:$ MGS%4A!F#--E"CIN:E\38C+^7;+`'BP>4:YK(B8*1I(52B#F/'6_9AP6,J%J# MA=B*)D5OA+J'CS#L@Z"$K]?NC>&DE,.'C`F@@:ZZBENIG:V9B&6XEDKA,Z2'41S@]",_S!%@MJ'1-6GC-"XH\%;A]VG*H*&AINABFUWA7J;T%BAA&*5T$02@W./;#`%@HV(5M3" MC&K"IL"&BIV[LJO/B/&TU);1AWNN$H'.ACVG6VSCA2F@@E@VA!:93D/!@R>1 MG"_1@DZ)0=0$C!/,J;_5BDW$H*L?B*.\I98GARVTOH$WA?&LWFQGA."DU5?4 M@]F<;4-X@O23A2^G@AN*!"U9(T MDB"")'X3C].!K6G:C9B!8U7&BUF!,4'\B1&!-R[OAJ:!>LM"F1&.(;A$ED6, M+J3YDYV*6I$ND3>(U7T@COJ'?6D"C-&&2E4.BJ6%'T%TB'"$"BZEAAN"^LHA MF!Z7CK<8E6.4N:/+DLF2`9`;D%>/C'P=CBV-46@@C!2+*518B?F(^4#RA]N& MP2YEA9^$7LC_EV:@]K8'E*V=1**ODAN9OX[ZC[V6:7L@C8F3,V=1BW^0$5.^ MB6V,S4"*AUV)82XNA32%HC*&>IV8*BI.98U+&B(*3XC_GAH^.#2W8A(R'N\8NE@.]&;-EDTZV MQ*`AD,"P?(R2CFFJ1'C^C$:D$66)BD2=NE)KB#:7%C^JAD&0"RVXA$R(D,6% ME:_&<;+-DOR_')^)D'*WQHO^CAVP=WA[B_NI*&4@B?ZALE(:A_V9[#]PAA&1 MPBV?A!J)0+\@I(=ZK:S)H/IZC9I_G7QZEH@4FA]ZV'5REMY[5F*TDZ5\#%`J MD%M\Z3WAC.Y^("QJB3M_T[VBHYR#<*OBG_*"?)G.G'.!M8=NF1^!)73%E>^` MTF(*DL>`KD^)CX^`ICUNC#6`W"Q)B)>!6;R#HJF,-JKG/VB:98DF8R>8(/?EDF:?W&(DRN6KU]-D"*2VDUV MC16.XSPBB?Z*MROJAK>&1;CMH""O6J=@G(JJ6)5NF1JE<8,UE=N@JG#WDL2; MZU[7C[^7%4T>C*>2"SOPB9N,P"O;AFB'*K@WG\>X":;!G"VR)Y36F+RL6(*E ME7ZFG'!SDFN@Y%YMCW";#$S7C%F4\SO'B4N.C"O/ABB'Z[>@GWG`M*8^F]FY MWI16F&JS#H(IE3"L2G`(DB"EB5X:CRJ>I$R9C""7@3N?B1R0%"O%A?2(B;"= MKBAZ)I^*J(]XU2HYV'>WQ'GW.&1VL3FUV% M2%GIET6$#R:SMJOV:]9QJII:7 MU(NJHDF4YWJTGAF2+&FPF?F/@UC-E?*,^$A4D<6*5CB"C7&'I2H$B-&$X*Q$ MJF*C-YO)I?V?4HL+H;";F7H:G828"&DCF6:4A5A6E5&1!4@"D3"-:SA:C/") MKRH-B&Z%U*N>J>^K7IM$I8"FJ(J.H2VB&'F=G0"=KVBSF.^95%?]E.:4Y4?% MD+N033@^C(B+ARH4B!R&I:L&J9>S:)K#I1^MVHH9H,JH;'DQG)ZC'VA4F).= MVU>PE)68?$>3D&J2[#@JC#6-)2H9A]B'5*J#J4R[9)I7I,FTZ(FTH'6NA7C5 MG$VH06@'F$:B"5=XE$N;M4=ND"^5,S@7C`..@BH>AZ.'XZ+AM_QYQY,!LLQY MHX,\K:IYN'-UJ)9Z$6.9HWUZK%._GDA[@T1&F-]\AC5*DQQ]YR=_C-E_MJ'D MMRV!C9)WL>B`L(+6K+R`#',1IZ-_J&,KHHQ_AU-8G5U_GD/QE_I_UC4LDD2` M52>\C!F!'*$_MD:)0I';L0F'L()/J]B&37*$IL*%.6*HH:Z$7%+KG(:#KD.E MERJ#%#46D8."J"?RBW""8J"WM7*0YI%$L#Z.I8&IJQ*,E7'LI?**Q&(@H.>) M+5*!F\:'L4-@EG&&.C4%D-F$VB@ABMZ#B*`LM,>8AY"WKY*5E($9JFF2V7%; MI4R03V&FH#.-Z5(CFQR+FT,GE8"CJ=:9`G#NI+J5O&%$GZ22B5'5FGZ/54+YE3B,%#3MC[^(P2AIB?>%;I\N ML[JGL(_6KGJC0(!)J4R?`W"H[&?S6#"GJ6:^E%QF9J6$4*\ ME%21!33ECNZ+VBB;B5F&SYY-LPJV9X\\K:ZP-'_+J'.J,'`HHU>D9&" MM%%;F4B8[T*TE!"3#33JCK:-$BBMB2"'497LP?UY?XMZ:$SLHZ%[3S[KG0Y\8C&%E@5]TR5TCF]_J94\P2:`V(;1NQA_ M^7A%M11_7&FNKP]_!UL5J/-^_$RFHJ=_+#Z]G!-_@#&3E1:`'R7"LT^+&6CMK3R);5IHIR6(`DPEH.6&M3Y^ MFE^%=#&XDX2$4R:$C$B#3I1"OI.62(7&N)*3>7*5#YKF:R(/#'+DN*&,R;'B\*$0I/DO?V=785[M_"9W';UL>&6FVAF MJ]*3DEGVI;60I4O6GWV-P3Y?F0V*TS'=DE6'YB;^BU*%%9.)O8.D3H4ZMVB@ M#W;$L5&<$&@_JT&82UG8I2^4HDO$GOR0\3Y8F(.-+3'LD=R)92"$BZ`EM:!_"2PCC:"$XDO MR1V-OGN)PF>+IVWHNY")SV!JM(B(0%,?K5R&^D8PI?"%USGWGBR$Q2ZYE@6# MW24;C8V#&HDCR$*44'N"P8"1FFWFNI^/+F!?LYJ-`E,=K&J+!48ZI1*)*CH1 MG6"'42[NE5&%E25UC/V$`(D)QX2:V'M[P+:7=VWPN27_C"*%:HC-QE2G4'MQOW>B M=FX-N(*=^&"JL8"9RE-KJG"5PD:/HSF1MCIRFZJ-I"]TD]&)H28RB]*%\XBQ MQ="M,GMQOO&GAVXEM_JB/6#2L/F=5U.;J?"8HT;#HL63[CJDFTN/-R^ADX>* MEB9:BY.&8?+/>V-YL-O=>[QYTL2H?!QZ!ZTE?(-Z7I5Q?/=ZW7VM?7Q[@F7P M?A5\/DY$?ME]-#;+?^E^??"R>;F$S]HM>C2#RL,J>K."Z*O/>SN",I0T>]"! MJGR(?':!0F3A?2Z`XTU5?A"`GS8!?SJ`:.[,>%F0`MAJ>.6-VL&?>7B+TJI> M>AF*$)+J>LF(?7MD>XN'!6/D?%^%ADQ]?5N#_C5,?IN"/^T&=S.;,=:N=\B7 M[[_X>&B4V*C@>1F1\I&8>>&/5'I!>KN,PV+R>Z>*&DNX?+F'1S2M?@R#_>MI M=D>F5=4;=MZB`[YR=X6=WJ=W>$&9[)!->1:6'7DH>@:2P:.EDL"?"R* M;S0D?8V%G>H$=9.Q;]._=B>L$;T>=LVFUZ8W=X^ASX\O>&Z6F7_6$Y M>GR2ZTI?>[*-;3.O?1^'%^C:=06\>]*==96V#KO_=C>ONJ4D=ONIE(X]=^2C MC7=1>.J=@:7#$G4>TN0,S--?,*(:.?G=)S'<=&P=2>_[KL0=<*X>Z0W M=H*Q*XU@=W&I^':;>(.BKE_R>:J:_$E>>O:2NS+\?'2)C."NGB%]J>5N>CDCY>K&4^C*\?#:*@>*9 MA!%X&\V-@X5X>+@<@PYXX:(X@JMY9(P)@EQZ#'6\@A]ZV5^`@?![PTE5@>)\ M[#-\@@1^=>#A@HZ"J!YK<2@;.!/Z$H@66`P8KI@2N`:W2@@0F`.5YS M@/Z`&4AU@16`'S+@@5J`2=]1@4&-0Z@&2#6#)6@+^"!]V_@"B7Q4]+0!?WR20IY< M?U"/N8AT?TN-;G*'?UR+,5RW?W^(XT<3?\6&=#'=@#2#K-Q$?T*B0<>S?N*> M>[*:?J":TIT'?H"72H=!?H*3W7&)?JJ0DUOO?N"-($9[?SF);3%T?[J%,-KZ M?I"LOL9T?C&H!+%C?>ZC6)OC?=.>Q88]?=^:2'">?@R5T%LY?E:1-D7T?L*, M.S$;?U&&CMGH?@*W,L5L?:2Q?K!?5J@D6_F?9*:\EJ> M?>&5%T6!?ER.T3#0?OF'P]D-?9?!F,26?3JZXJ]_?.VT%IH&?,VM3821?.>F MFV\Y?2V?UUH:?8>8PT4A?@B1*S"3?J^(SMAF?4K+[L/N?.[$)Z[%?)B\-9E$ M?&^T.X/@?(BL6&ZF?-6D8%FL?3N<%$33?-_9UA`A/U_>T/,A"Q_ MNB_N@VZ`*M`FBE2*N;T6B06)-:F#A\F'RI4TAK^&DX";A="%@VOQA/F$D5=M MA"R#HD,K@W>"OR^-@M2!TL[.B4*4I;NTA_B2-Z@0ALZ/XI/IAA+IHAR*;-*;)A@"7^I*R MA0:4V7YDA#&1SFH6@X6.VE7Z@MZ+Q$(?@E"(>2[Q@=.$QLQ;A[ZH:;E,AGJD M-J6TA5>@"9&LA&*;[7UY@Y67WVE'@NF3SE5=@E2/G$&R@=B+%RZS@6R&"\MF MAS.R1+A>A?*M)Z3'A,ZG_Y#)@]JBWWRR@Q>=RFBD@G.8H%39@=V3/4%7@7*- M?BZ`@1:')\J@AL>\#[>6I4$+@1Z/IRY6@,Z(&LH*AG7%S;<#A3R^P*-9A!"W?8]9@Q*P)7MB@E&H MU&>-@<"A:%0&@3^9L$#%@.&1B"XT@)6(Y,.[E?AUWK'*D[)VMZZC_$B`U\:RUIAB1^8,)\E,%_-+#0DH-^ MV)Z$D&U^DXNVCGI^64UBME^I5(4B0]^YS\[AT=_6RTKA72`#,%9 MDZ*(?Z^BD6^'0)U[CUJ&$HJOC7>%&W>6B["$1&1EB?R#BE%HB$:"US[!AI2" M-BSTA->!GBLR*#6.1B2F(8E#" MAX>&KSY0A>^$\BS%A$N#$+\GD;Z;)JUTCYB8,9L\C9>548B+B\"2B76HB@Z/ MUV+%B("--5`IANV*=CWMA62'D"R<@]*$8KXGD1NDA MBR69-737B7B5BV(2A^>1W$^FAF*.#CV9A.N)_BQY@VN%CKU.D)BMKJNECGBI M#9ESC':D8(;:BJ2?MG0HB/Z;$F&%AW.66$\YA>F1;#U5A(*,-2Q<@Q6&DKR? MD#&VV:KZCA.Q5YC#C!"KM88MBCFF!W.(B):@6F#_AQ>:E$[;A924CCT;A"R. M+BQ%@LZ'<+P9C]^_]ZIRC<:YAI@NB\"RVX66B>6L%W,!B$&E4V"3AL:>=$Z& MA4^753SA@_./WRPR@I6()[4.GSUU,J1CG"AUSI-BF3=V>H'QEF5W17`LDZ-X M.EY&D.%Y7DR=CA%ZJ#LVBRQ\1"JMB!Y^5+0'GBE]_*.CFQ1]MY*NF"=]CH%$ ME5M]BF]^DJ1]LEVCC_)^`4P*C3)^:CK4BF!_"RJ=AV5_[K,=G1>&O**MF@V% MH)'1ER"$H(!DE&*#T6ZRD;F#*5SSCQF"GTM^C&F"'SI]B:F!NRJ/AL&!:[(I MG"F/8J&JF26-?Y#"ED&+O'][DWZ*%&W=D.2(G%Q%CE&'+4K]B[&%O#HQB02$ M2BJ#AC&"R+%,FTN8'Z#%F%&5=(_7E7:2XGZ/DKN08FT7D!2-^UN@C92+I4J% MBP.).#GLB&R&LBIYA;2$`[!TFJN@VJ`&E["=98\=E-*9^GW.DAF6H6QBCX"3 M4EL*C/R/_TH;BG>,D3FPA^^(\BIPA4J%&*^[FBZI>9]1ES6E.HYIE%6@\WTE MD9VA'"'>*XH1YV#'>;G75VXF#;@CD1\*B@OB?Y^2*8RI\1]"I;SH^!\SX$8WD5Y^`3:HC6U^R"A+B3A_T:5_IK^%/98SHN2$.H:-GQZ#6'9J MFWR"K&84E^."*E7!E$>!RD71D(R!>C9XC*N!3"ADB(J!.Z3&I<^-6Y5FH?R+ MGH6QGCZ*`'6JFIF(CF5GEPZ'1E4WDWV&$$5QC]"$VS9,B_^#KRAZA_*"A:0$ MI1&5:I2FH3^2^(3NG860I73GF>..<63(EDJ,2E2YDLB*.T4=CR6(HBV2% MZBB-AW"#JZ-CI&.=CY0'H)B:8(1/G-Z70W1.F3R4.60\E::1-U1*DAF..$34 MCH.+)S8(BMF']2BAI(/4G%:=M'//F*^9SF/&E2*5 M\E/MD9^2"427C@*.`#7OBF>)SRBIAJ:%B:).HXBM>I,1G[>HP(-=F_*C]7-= MF$:?*V-?E+J:9U.8D4&5D$1@C:>0EC7;B@N+;BBTAEN&0J'HHS^U2)*NGVJO MN(+VFZ&I_W+XE_*D/F,)E&6>AU-7D.Z8OT0SC5^2US7$B<^,RBB\AA^&V9FL MLFQT:8L\K<=T^GR=J3IUK6V^I+-VC%ZPH!IWG4^BFV!XXD#^EG9Z3S+!!D""E)^`XC+'CXJ`YR9ZBBF!$)@BKY:+>XG)JO2)VWLNIEJ(8FQ9 MH<>'&UUBG3^&`TZ2F*&%`4!'D]2$!C*_CM*#'R:OB8B"1Y>8KLZ3`XD\JB^0 MNGJ.EVO'H0:,EESMG'6*L4XZE^2(X4`3DR&'!S*XCBZ%+R;4M&M5H&61]%R'F]2/0DWPES6,D3_JDGV)V#*SC9Z' M$"<"B(J$2Y:KK:6A\(A:J0:>17G"I&J:J&KYG]B7'5PXFTJ3F4VXEJZ0"S_- MD>:,:C*PC1R(NB#/R^*D76"G"4?BO&"$8OON)60OGZ"LRJ.F'#GK;*,H&,R MJ"N*TE64HI")*$@QG..'F#MVEO2&!B^BD,:$@R5DBE^#%8N7M_&7N'XTLG^4 M\'"AK0&22V+SIWB/R55;H=Z-7D@.G"F*_SMJED>(G"^VD"V&/"6?B>2#]HM% MMW">C'WSL?>;&W!IK&^7OF*_IN"4?U4PH4R15D?TFYR.*SMEE:^*]R_(CZB' MPR7.B7^$M(L0MO:E,GW%L7RA#W`_J_&<]F*;IE^8\U40H,V5`T?:FRF1#3M< ME3R-$"_9CS6)$R7UB2V%4HK4MJ:KO7VQL1ZFTW`QJX&AVF*%I=N<^E4"H#^8 M0T?9FJ&3D#MJE-..WB_PCNN*+R84B.N%T8$-QF1S]G2*P#1T9&?^N@5U"UMI MLZQU\T[#%3<6 MFWV"BBR>D_"")2/`C#.!WX#[PE..KW1;O"J,HV>PM=>*SUL,KU:)+4Z@J*:' MN4*)HJM020"5L- MKH&-PDZ@I]:+F$*4H/R)@S=*F>:'=2T'DHR%>R1HBQ:#JH"]P/F;8G1`NKJ8 M(V>JM%.5!5L3KOL\*9NUL2@4*RG]>.^C=\F,J+>2U8D9"( M#B3:BE6$[X"'P!FG4'0XN<"BLV>ZLT2>'ELMK+*9M$[)IA65: MF&.-$RUXD3V)""4"BA&%9>:W=K%S:-%5=Y-T2[N&>'!U-*4Z>4AV*HZA>B1W M.7?O>P]X96%/?`]YJDK/?3U[*#2O?KM\_^2U=-=^<\^S=>%^*[H/=N!]^J/M M=]M]YXUP>-M]]';:>>I^&F!3>PY^2DGW?%]^EC0&??M^_.+E.*#RU]D>B:"XDDT>Y6!]3-P?4R`Y.$H M)5>':4B`>N&% M/#+L?*^"LM^4<.B?>LJF**+U4?;>D.(7S)Z?"2$7MY!4?%S7>`:0&$=&>;R+5C(9>ZV%X]TK;VVU&:9U5PG=X&4)4;(>4J.%3')>T>'.]Q2;O._NL=V\EN:=QB8`$9<>.N0E#&&>O.(9MNS M;J7*(\;:;\;"LK%A<-V[`IN<<@ZS.X7J)R2 MQC%1>J^)8=<@?Q5R&L.:?QES.:^`?RAT3IK)?T!U:(6J?V1VEW!B?Y9WY5LS M?]AY3D8>@#YZ]3%^@-Y\_=6C?69\F<)R?8M\FJYH?;-\HYFX?>)\P82>?AY\ M^V]I?FU]3UI1?M%]LD5F?UU^-S$`@"%^Y-0C>_.'%,#7?"B&!*SM?&"%`IA2 M?*F$*(-E?0&#:VY>K*1=+]$>N^/ M::M@>S6-;I;U>XR+C((N?`&)U&U5?(F()5B??26&9D0=?>>$BS`O?MR"9]$N M>:B;QKW=>>J8S:G^>CF5W96B>IV2_($%>QV0+6Q;>\"-=%?=?'.*ET.0?4R' M@2_:?E6#]\_Y>-FF$KRL>1VB,*C2>6V>0I2#>=B:6H`">F26?6MW>Q"2G%]F.GD,3?,B*22^2?>*%8<[]>#6P3+NS>'JK?:?7>,>FC)..>32AE'\G>H27I5:8>U:2;4*K?%>,V2]7?8&&G\XY=[RZ:+KO>`"TJJ<(>$>NKI*\ M>*^HFWYA>4NBCFH9>A.<;588>O&6!$)2>_J/*2\F?3"'L$6O6GVY>."H)&F)>:^@UE6D>IJ9/$'_>["1+B[_?.^(E<@) MA])Q!;8ZANAR1J.WAA]S=I!VA6]TIWS!A,YU\&C?A#MW7%4E@[%XZD&'@T-Z MO"Y[@OE\^<;!K%.?@@8Z`@\1:@Z6.CK*9@O2,Y*`B@EF+/(T, M@=R)IWF?@7^(-F8G@3B&SE+B@0.%7C_>@.Z#V"V=@/:"'L,.@J280+%.@?:5 MOI[@@663-HO;@/*0L'B5@)Z.-F5+@'&+TU([@%&)4C]M@%.&H"UF@'&#E<'U M@=NA];`[@3*>FYW2@**;)(K;@#27I'>P?^F4*62(?\"0KE&I?[>-&S\)?\Z) M.BTW?_^$Y,$2@3VKFZ]9@)BG8ISM@`2B]HGY?Y>><7;G?U>9\F/E?SJ595$N M?S.0K3ZW?UZ+G2T0?Z"&"&-'?LR9UU"X?M*4`#YP?P*-PBSP?U&'!+_M@'2^H:X>?]6XF)N*?S&R&HB) M?J^K7W66?F^DKV+*?FF=\E!;?GV6_#XR?KN/G2S7?Q*'U;EWD*YP1JD2CN9Q MDI?XC4QRT(8>B]1T$7/1BFEU;F%:B0=V\D\9AZ5XFST#AE!ZCRNFA0=\\[A^ MCT1YE:@LC9QYZI<%C!1Z0X4WBJ=ZKG+WB4I[-F"5A_Q[W4YLAK!\FCR)A75] MB"M^A$-^LK=ZC?F"RZ<$C&."/Y7[BN&!MH0LB86!2W(+B#N`^5_-AP2`ODW, MA="`C#P=A*Z`:BM:@Y.`5+9HC,6,`*7;BSF*G93#B2:/@B8F; M39+(B""8.8$MAMN5'&]@A;:2`5V4A*V.X4PD@[>+J3L5@MF(-"L)@@"$;;.2 MBG:G5:,8B/>CAY'_AXR?C(!JAD:;?&ZRA2F7:ET)A"F31DN_@S*.^CK8@F:* M:"KV@:&%?++VB@*P2*)WB(BKI)%4AQFFN7_`A-_XC?^A[I_ M^2D(A7^`)ZC5EBN)M)F`D\6(AXFED7J'97E;CTB&3VBGC3:%65?WBRJ$:T>> MB1:#?3>_AP."CBD)A-^!DZ?VE2N22YB;DM"078B]D(^.<7ATCF:,A&?OC$^* MIE=@BEF(U4(AEV$^2D*A%6"W*5<'>W MC;"2J6<\BZ./Y%;0B:V-'4;/A[R*03=1A=2'."D*@^"#_J9_D^&C4Y5&8@BJ:9LE7EB,&4_$8OAM*0(#<%A/V+ M""D+@R^%RJ65DR.SWI8\D->NUH9)CH>I:G7\C$ZCRF6OBD2>)U6-B&*8$'T MC&F%WC/@B4R$.205%]7D;*- MW5!(CKB+:$&UB[J(YS/)B+6&2"=`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`Z# MAB6$AY^"/8Z.I\.4N8%'H\F2@W.DG\N02V6]F\V.&U?0E\V+\DH6D\*)S#SL MCZ:'HS",BW*%;"6NAR&#.HXMIR2;^X#BHS"9'G,^GS&6*V5;FS*3,E=\ES60 M.DG=DRV-/#S7CP2*,S"/BN>''"72AKB$$8W7IKVC&8"MHL>?D7,&GKB;TF47 MFJ*7^U7WTEQDD23-SR6CCJ.BC",BC&)U"8%AA^%5X2[ MMD9NJGAAL8-OVFO&K,AQ)E[II^]REE'KHM]T,44$G9-U_SBGF`QW]2STDCAZ M/2*BC"=\TH2!M6YV%GA*L)EV>&NKJ[YW"%[-ILUWQU'0H;-XN$3UG&MYV3BL MENM[&RTED2=\G2,5BS!^4X1,M$U].W?ZKWU\\6MHJII\SEZ%I:5\Z%&4H)!] M+T30FU5]GCBFE>)^)BU.D#-^VR-XBEA_KX0#LRB$+G>;KER#36KYJ7Z"C5XM MI(N!_%%*GX.!F$2BFE:!33B;E/2!$2UOCUN`\B/-B9Z`YX.MLC"+$7=#K6B) MGFJL&F?'G:,JYB;X6GKIJ>8?%T@H::5#5!NG*"1 MJD01EY".1CAZDD**YBW/C.^'AR2MA[2$68*NL!RE@G:%JSNAH&G@IC6=:5T# MH1N9&5!8G`F4ZT0,EOV0RCB#D<^,M2WBC)N(IB3-AVV$X7D:P#!N96U]NLMO M@&'.M4IPQU8*KX!R/4I'J5QSYCZXHN%UR3/*G!=WU"FHE.UZ,2#ZC9%\R7D. MOVEU;VV7N>1UP6'GM#-V458BKD=W'DI?J!1X)S[;H9MY9S0!FMAZRRH&D\)\ M<2&-C(A^/GD0OCY\'FV!N+E[SV'6LO][M58,K0E[Z4I5IMA\4C[FH&I\[#0H MF;5]HRI5DKE^BR(,BZ-_CGD#O0."D&U`HDH\I;&` M;3[EGU*`6#1%F+"`62J8D<^`?B)YBM^`N7CGN_6([6T_MG.'E6&`L+J&856_ MJLF%44HMI*6$:S[FGEF#IC1@E\F"ZBK2D0*"2"+6BCB!OWC&NR:/1&TMM9F- M9V%TK]B+F56TJ>6)XTHBH\6(1S[LG7F&PS1ZEOV%2RL%D%*#Y2,CB:R"H'BH MNH65;&TDM.F3!F%PKQR0EE6PJ26.,DH@HPV+Y3[TG,J)IC23EDZ'<2LRC[V% M42-BB3J#77B.N@V;86TBM%V8:F%SKH&54%6QJ(.2-DH.2 M+S\%F[B.B32TE5F*]RMMCNB'B2.^B).$>=JEIQZ8>T=S!SB7(F>(5U0ERU>?-W%4=M>Y1Y(S*M?8I[D]BV;]MX&<47<6MX MB;#&-1[KT:M>IY\E#(E?+E]I-;O M;AB#!<-;;[^"4:]$<52!KII[;]_ M]#&M>_M_G=4T;(^-S\&=;D6,#:V2;^R*8YD`<9&(UH0)/B#.#%$>U&!>M.B:T>8?<`2;0B5Q:P*;KV3&Y>,<'*0A8+(CN$P=%0:8&ME[W+:TFI M#:F_;0*D6)5-;L6?G8"^<*J:[FPM<^&(M"( M:.^W[+T&:K:R=ZCK;&BLN91Q;B>FWG_IS`G>76'4\_^:)#"`[Q\:E.[E*A(:_>TQ).[;:VMQW\X;YBFS6K><;B?OU;2 M<_V89T,/=G:0HB_]>2R(4\O$>AEL)+F7>IYM\J:]>RAOJ),L>[9Q5'\B?$QS M#&KJ?/%TWU;6?:MVT$+I?H]Y`"^:?[=[F,I@>"]VB[A]>.!W/*6M>8AWZ9(G M>C!XG7XH>N)Y9&H&>ZEZ0E8.?(E[,D).?9=\22\Y?N=]D\CH=H*`W;;E=TF` M@:0Y>`>`*I#'>,Q_ZGSV>9]_OVD#>HM_IE4Z>XU_D$&R?+Q_@R[C?BM_<\=D M=0V+"[53=>&)O**K=K"(<(]P=XF','O%>'V&$&@$>8>$]E1T>JF#TT$F>_F" MG2Z8?82!-<7Y<].5)[/P=+"2\J%+=8Z0MHX>=G>.?7JF=WN,3V<4>*2*,5.] M>>&']T"I>TV%D"Y8?/*"TL3.2 M?F8Z=]V/0U,8>36+\$`Z>KJ(52XA?'6$1L/=**/KC_>>CZ*X"WT?`N%C<,G<8FS!;$=1F3E=KV8VE(4>#&3,3^/>=B-*BW.>[2&IL*N M<2J\I;"6<@RVV9W-86/ M)"VQ>VZ'D+U@@GMK4JS=@AYM/YN)@=QO"XE>@:YPR':M@8QRE&/(@7AT?U$1 M@7)VBSZ'@8UXW2RS@=A[F[Q)@+9U&ZO)@(=V`)IC@%]VVHA+@$9WMG6R@#MX MHF+N@$1YIU!;@%UZP3X$@)I\!"QY@09]@+LF?Q=^V:J,?P9^QIE8?O%^L(&$KV$P?B6#U$[_?GN"]#T:?OJ"!"P9?Z*`\KB2 M?'^1_*?V?'^0.9:K?(N.8(3,?*J,>W*B?.2*G&!>?46(R$YB?;6&WCRV?D^$ MS"OR?Q&"=K>&>Y.;@:;L>YJ8ZI6F>ZF6)X/2>]"33W'!?!:0MBD[J82>N2A?Y3)>O*=S8+[>QN9]W$`>VZ6 M'5\&>^:2,4UE?'B.'CP5?4")PBNW?BV$_K8,>DNN.*5F>EJI[901>F2E1()# M>HB@9G!3>N&;@EYP>VN6BDSV?`J18#O6?-N+X"N@?=>&`;6A>>RW5Z3F>?RR M*I-Z>?JL?8&D>A2FC&_">FN@E%WY>ON:B$R6>ZJ41CN3?(N-L2N/?9.&UZ]F MBSMJLJ!.B?1LJ)!9B.!N?G^#A^YP1VXIAP=R(UR@ABET(TM7A5%V23I`A)!X MNRG[@^Q[G*Z*B9)SZI]JB']TZ8]=AX1UW'Z4AI]VU&U/A7&6DY@0Z3HUB8@*>0(DA9 M@%2,@SAO@#B(HBFE@#"$=ZDE@V2I@)G;@I6EN(G4@<.ABGE(@0F='&B?@(.8 MJE@,@"Z4*$?S?^F/ACA!?]**ERF>?]N%9:C$@P:R%YED@CRM?8E%@6"H57BS M@)BBW&@>@`Z=8E>H?[Z7W4>H?XF2-#@2?X.,0RF8?Y:&*:'EE!1J3I/OD@)L M/X4MD"UN&'6E[FZ$U MDIIS`9,^D+5T"(1ECNYU"W3@C3IV&63JBXUW/U3:B>9XA44?B#UYYC7'AI][ M?B>(A0A]6:!LD2E[C9))CV![Q8.&C:-[_G0!B_]\160HBF1\HU0\B-5]&$2J MAT1]G#6,A7A$!^]Y]ZC]N#[Y%(CAF#`U2>D@Y&`P@OJ!R)W-C=J4OX^HC"Z2 MTX#:BHZ0O7&%B0".CF(%AXN,7%*0AC"**D.%A.2'ZC3]@ZR%@B>Z@GJ"]9TI MC2^=`H[\BXJ:6X`MB>B7B%F48F%PANR13%(:A9F.*T,\A$V*\C3;@RN' MB2?"@A"#^)RIC*^E'(YUBQ"AMG^=B6B=]'!2A]&9^6#MAF:5]5&FA2*1XD+L M@]^-MC2^@L&)4R?(@;F$TYQ/C%.M$XX,BK>H['\CB0>D06_5AV6?3&"!A?2: M45%3A+2524*M@X"0)C28@G.*UB?-@7.%AY3CG21I_8?;FEUKY'HME\AMOVO7 ME4-OGET@DK)QEDY5D!!SN#_QC5MV`3'YBIEXFR4KA\E[EY15F]UR,X=8F3!S M/7F9EIQT3FM-E!)U<%RDD8-VKTWOCNUX$C^FC$9YDC'BB9=[3"5AAMM]19.W MFH%Z.(:5E^MZ@GCNE5MZTVJ@DMQ[.UP0D%M[ODU\C=E\7#]:BT=]##',B*]] MWR60A@I^T)+[F3J"%X7$EJZ!M7@-E"V!4VGKD;6`_UMPCTJ`P$T#C-V`D3\- MBF&`:#&UA^"`3"6YA52`.)(ZF"R)X(4)E::(VG=2DRV'RFDLD+V&MEKHCE"% MIDR8B_F$IC[-B9&#GC&DARB"CR7;A+>!>9&:ETB1LX1GE-"0`W:QDEF.-&B8 MC^F,4%ICC8&*:TQ!BR>(BCZ9B-2&HC&5AH:$HB7YA#."DY$5EJ&98X/UE#"7 M"W8_D;*4=&@@YH.&D[B=WW7*D32:?&>JCK*6Y%F`C%*32DN$BA"/ISXIA\2+]C%YA9"( M(B8D@VR$3Y!=E5E2ESA3JAD69UXBX[C7]XD",AB8![DX@2I5=Q;'O\H>AR@I`IX\GMKH*IY M16[,G41YJV&HF=UZ,E17EF9ZV4<7DMY[HCI@CSA\@"Y"!YB1`AD:!,H8%H.&.SGG"G9>-5&T5FD&+PV`8EN2**%,2DX.( MD$8]D!R&_CGWC*^%;2YSB3B#TB1OA;R".X6BH"V5YGEJ%%^ M362HI!E^*EC"G\1^+$RYFU5^4T#IEL9^DS6]D@U^Y2MFC3)_5"*/B%!_TGMP MJU6%27``ISR$BF1'HPB#TUA=GK:#)TQZFDJ"F$#`E<^"'S6WD2F!K"N'C&>! M22+;AZ6`\WL9JGZ,!F^SIF6*OF/^HBR)9%@6G=B("4P[F6^&NT"AE/*%?36S MD%Z$12NCB[:#$2,:AQ:![7K0J=>2EF]YI;N0PV/&H7J.P5?I MG(B1#$O5F"2.0D!7D[R+?#6HCR6(P"O7BIR&!2-XAD&#<7ITJ/F?)F]-I,F< M.6./H&R8QU>.F_*5%TO#EX*1@D!6DQ^.`#6SCJB*D2OIBD"'*2.:A?6$`'&! MN:-HW&:KM01JDEO%L#%L;5#*JO]N<$70I6EPHCL-GX%S"S#RF5AUG">CDNEX M>A_"C')[AW%$N.1OUV:KM!)PR%O4KP)Q\5#DJ:IS3D7QI`ATXSL]GB5VK#$U MF`9XF2@*D:YZQ"!7BU=]#7$HMZ)VM12#%&8FL$*" M<%M1JR^!X%!TI=N!9T7!H%.!&#M0FJ:`Z#&CE,:`PRCCCL2`MR&CB-Z`NG"X MM"R)4F83KT^(-EM"JC6'$5!CI.&%]46PGV"$\#M5F;>$!3&^D^N#*BD7C@B" M7B'PB$B!IW"7LWF/8&8+KHN-R%L^J6:,"5!;I!"*046IGI>(C#M:F/B&Z3'9 MDS"%52E&C6J#TB(PA\Z";W!^LO65-V8-K?"3(5M"J+R0P%!9HU^.146?G>F+ MW#M4F%R)A3'FDJ"'0REKC.>%$B)DAVJ#%7!MLI::V687K7*8/5M-J"R5,5!< MHL>1_$6CG5..W#M@E]"+U#'PDB>(Y2E]C(2&%R*-AQR#F\ZA;1AF^KOH;NQI M/:BU<*UK<93J=]W)S#)?%EZ/LR^ M:K1QQ;IJ;,%RY*=@;JUT!I.^<(MU,'^D,]Z MFS!B>WA\8LKY:*=\?KBT:M)\@:7H;.1\C9)>;N9\MGYPJQ^;,D[9M>'#;;X:1N&"J0Y:T2%%I#K;6B$-7TI;YR# M=FE.<>J"OU6E=%B"`T)%=O^!/2^W>?>`5L>G95"1>[5Q9Z:/BZ*V:>6-GH]\ M;!Z+NWOU;F^)Z&A,<..(*%3B5B"&\9?9!R;UK0R9GV9 M`Z%]:,:6&HY-:Q"3+WKA;7203&=D;_Z-:E0S$%+=9R'22\X>,^#M,5; M8R:F$K,U98^B6Z!]9]R>'G];*66AF:E;T22B%.?<@R.9$#J=1*) M_B\(>%R%'<298G"P(+)V9-RK@9^R9R6FE(R`:7>AA'DS:_B<>67X;JR78E,? M<8F2$T"7=*",;R[@=_V&5<0:8?>YZ['T9&"T4I\99I^N5XO8:.BH+7B1:VNB M!V5M;BF;T%*G<1657$`_=$".C"[`=["'6L""=/]F-*^/=?YHIIWE=O]J]8MX M>`%M,'B*>0YOBYQT%)\>VET4#_$?-9W%"W3?I!Z2[\GZZ!<_]Q MU)SC=2-S'HJ$=D9T9W>C=W1UO62=>+YW*E'/>B5XKC]%>\1Z8BV.?:]\6+VO M<-%ZGZSJ0I]!#ZZ>M-] MG"U2?.1^2+PH;Q>$F:M9<(*#_IGI<=V#7H?;`N!/#Y!>?N`MBT=?#"`&+J[;9^.>ZGX;QN-!)B-<(N+>H:-<@")Z'0_3Z#J"SO>Y.!PKF2;'684ZC4;?R6`)=O;W63AH5[ M)V&:BS)>PV#0+BF:XBB"Z?H;1:> MW):";I*;;(26!6(\2RI>IV$C[?W M:M>KF*GB)7!;>&C'(/4;VV>@G&_<3"9Y5^YD"%K[>&:F&TZ*:S:^VO[94I;5RJ?(,R;N"DSW$I<*6?(%\\?6&GK+5?2%EI*-U?41H+),Y?8%JB8(PQO2Z)J>VEPSY(;>\=R/H$3 M?#)SIV^$?*UU'5W*?4!VK$Q/?>IX5#LB?L)Z+2KF?]5\3+"<>2AXX:$J>:MY MB1Y^8`">JMZ?FZ5>T1[%%T%>_I[O$NZ?,M\!&"!X^A>*6!KG[/>42!46V%>@.!`EPG>MV`O$L5>]*`=SI>?/B` M,"JN?E1_VZX$=A6+H9Z/=KJ*CHYF=V")7'VD>!*(%VR5>.2&U5M>>>&%G$J# M>O6$5CH'?#R"]BJ7?;>!:ZSZ=/B4\)V(=:B3#HUF=E:0^'RP=Q:.QFNX=_B, MCEJP>06*4DH$>C>(!SF\>YN%C"J$?3&"T*PF=!2>'YRQ=,R;:XR/=7V8;'OA M=D2516K^=S>2%EH:>%6.V$F=>92+?#F`>Q.'YRIU?,&$!ZN'1F.KCE+>J2*`2IH?&6%$*L? M=TN6]DC;>*V1@CD+>DR+ MS"I>?!R%[*6+A7QE.Y=_A,AGR(B-A$1J+'BV@]YL>VA1@X-NV%>]@S-Q5T=R M@O!S_C=R@LQV]"AJ@M1Z7*2O@XAN4Y:5@Q)O[X>,@J]Q='?&@EQR]F=^@AAT MB%<-@>5V-$;J@<%W_#A\/J.P@(QT46 M?@^&T38H?I.$L2AK?SB"99_9?-F:4I&>?,*8#(*U?*>5=G,^?*"2L6.5?,*/ MX%/U?0J-`43%?6N*"S7^?@F&XBAK?L>#AI]*?#2BR)$&?"2?NX(4?`:<0W*B M>_R8C&,#?"24R%-S?("0\D1J?/&-`#78?9B(U"AK?FN$>Y[H>\"K#)"1>[.G M-(&.>XVBT7(:>WF>'F*->Z&97U,7?`24CD0>?(>/GC6G?4**>2AK?B&%19B= MCC%DZ8NIC*YG;'W=BVAIT&\ZBD%L*&`=B1QND5#>A_EQ($'ZAM=SV3-RA8KPBR%O>0B?)PKFY_B--R15]ZA[QS[U!9AJ]UN4&8 MA:AWH3-&A+AYQ28A@^!\,)<7BK1UWXGUB9)VN7PQB'1WBFVFAVMX7U[#AFMY M1D_+A7IZ1$$VA)%[53,=@\%\AR8^@P=]W98BB2-^&HCYB!!^1WLFAPQ^7VS9 MAA!^<5X2A2Y^CT]*A%M^N$#F@Y%^ZC+]@N-_)298@DE_9I4UA\N&5X@0ALB% MTGI'A=*%*VP"A.6$;EU\A`R#L4[;@U:#`T">@JN"4#+@@A^!DR9N@::`R)1K MALF.CX=CA=&-6GF@A-Z+[&M)@_:*5ES/@RF(O$Y:@GR'*4!'@>J%CC*Y@7F# MU":`@1R"`)/'A?N6GX:WA0V4MGCUA!F2>FJF@S.0"EPW@G&-DTWC@="+&$`( M@4.(D#*@@.R%W2:/@*F##)-'A5^>@88RA'F;XGAH@X&8TVH?@I.5?ENY@=22 M(4UN@4:.O#^X@,:+2C**@'B'J2:<@$N#[Y+LA.^F.H7)A`ZBY7?O@PV>]VFE M@A.:KUM3@4^69$TC@,>2%#^#@%F-M3)M@!Z)+2:F@`"$J8PHEP-DK8`>E-!G M('-9DM1I@V7?D.AKXU@$CNMN5TH9C.%P]CR@BLUSP"^2C8]S M9TG"BY=U3#QGB9AW4R^5AZ%YF20.A;5\(8KFD]ITI'[$D?!UB7(0D`9V;V2L MCB5W85<%C$!X:TE:BF%YD#PIB'UZS2^-AJ-\,B1(A--]NXH>DE=\77WID'Q\ MGG$GCJ=\U6/VC-1]$E9IBPM]7DCJB49]O#OGAWY^)B^`A<)^I21YA`Y_,8E5 MD1:$`GTICT>#I7!KC7N#,6,WB[6"L57GB?*",TB%B$F!QSNMAIN!6"]WA/J` M["2D@V6`?HBMD`^+JGR"CDZ*J6_(C(F)?6*DBL.(,E5FB0F&Y$@[AV.%GSN! MA3+7P,C9*1C&]4B\>/GF(GB?N-@53KB$J+ M8D?:AK2)13M5A2.'(R]D@[J$Y"3E@F""G8>YCK.:?GN>C0&8.&[ABS&5A6&Z MB5Z2D52%AZ^/FD=\AB>,H3L9A**)I2]=@T*&B23]@@"#;X=HCD:AGGM&C)6> MLFY_BKR;,F%9B-^7750TARR3AT="A:F/L3KQA#.+V"]-@N>'ZB40@;.$&X!" MH`QD6W3VG3AFOVDDFH)I(5S+E\)KC5`ME-UN%4.4D=MPRS>`CK]SJRP#BY5V MWB'8B&YZ9'^ZGKIK_720F_1MF6B]F3)O05QVEF1P_T_KDW]RW$-JD(ITXC=S MC8!W"BPDBFUYF[5ZFW-)F1-Z\V>'EFA[3%MP MD[![M4\7D/)\-$+@CBM\R3<[BU-];RQ/B'A^,"+5A:1^_WX$FG:!P7*QE^"! MB&;OE3V!0EK#."QIAO6" M02-&A&&!3GT2F*Z/SG''EBJ.;&8+DXF,S5H`D-N+#$WUCC*)2$(MBXR'AC<" MB-^%QRQYAEF#_2-P@^>".7R]F!V6E7&7E9Z4J&7;DN^23EG&D"J/M4VZC7V- M(D'NBNV*F#;8B%6(%2R`A=N%@2.2@X2"_7Q\E[2=*'%7E2R:IF65DG.7C%E_ MCZ:4(4V!C/:0OD''BFJ-93;#A^**%RR!A7V&PR.N@S6#G73KJ5!CZ&I/I>-F M/5]@HG)HH50?GM!K'DBYFNYMOCUOEMEPD#*^DI]SC"C`CDAVV2`BB?AZ8G1U MJ#5K(VH0I+ALNE\MH21N;E/_G6IP1$BIF8-R0CUTE7ET;C+=D4]VO2D'C0YY M3"">B-M\`W05IKQR%&F?HTES#5[9G[5T'%.QF_UU4TATF"-VK3U?E"YX,#+K MD!IYSBE"B_9[FR$*A^)]?G.LI3QXT6DGH=1Y/UY7GDQYN5-6FJ)Z3T@MEMQ[ M!3TZDOY[UC+NCP1\O"EPBOU]P2%GAPM^TW-`H_9_?&C`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`YB#3ANZ`PFB.J\J)6U[QIYZ( M?E4.HS"':DL2GHN&14%#F<2%,3?7E.*$,2\WC^F#1"=RBPF"8B$4AFN!DVAN MJR^/&U[OIO"-R54/HG6,&TL-G8BG^# MJR%(A@&"06A:JKZ4H5[VIF*2V547H=B0B$L/G2>-_4$\F&>+@S?;DZ.))"], MCLV&WR>JBA2$MB%RA:V"S<+/:`Y@X+%*:DYCOY]1;'EFC(S";IEI37G#<,-L M$V:6"!U/"\(>RQY`L#N945K?Z_39\AM19X&:BIO!XN? M;(!PS'B\;N-RFF6N<61T?U+8=`IV?$!5=O5XL2[!>CU[.;\I8MAV!*XB989V MMYR5:!AW;(I%:IMX-G>/;3!Y$&2Q;^9Y_%(1=\$2Z!>65]4[UI M8+"`6:QJ8X.`#IKJ9C9_S(C=:.-_EG92:ZE_>6.N;I!_9U%.<:%_63]+=/A_ M4RY*>*5_3+O/7MF*C*KF8%6RWR=VZ"O[EW7"V>IJBN7T&;KI=-8C"8B85K M92.54W-3:$&2(6$W:Y&.YT]\;Q2+DCXC1%QV#RX>Q9U."PM?7!Y%[08;1-J>:24;LYL<)09<'1N4H+>=Z=V,CQ4>>EXB2P$?'Y[-K*9:K]T;J+\;*9U9I*M;G1V5(&) M<$5W1F_\.![Q2O@>Z9]-K$,:*]^-*%L:K9^ M1I$H;*9^3(!&;IE^46[?<+!^95UEN9_%*^; M9NJ'X:`-:0R'&H_2:QF&/'[_;2J%4FW>;U^$;ER/<<>#F$N@=%6"NCL7=R:! MSRNE>D"`R:YO97Z1?Y[J9[*/X(Z\:=&.&'WX:_F,.FSP;DB*6UO5<,J(?DL9 M$CRN.>;*"4:V!9%B:^9X!9IJ8?XW7:,*5QWT?:OF2\&PL;6&0 M%ELW;_Z--$JL.'$RM[>3N#J*S08WBD0)U/9<"@YXT=9^R=.7QH M:BB98&N`;*"5A5JA;UB1GTI"-F$SJQ?8MZM/YS092:H M_HR-9TJD4GO2:8.?5ITGC<<*0E#H*=0>+02M?>(J%PZB' M=XA@!IHN>#!C&XKX>.]F`WKB><)HT6H_>J9KIUEM>Z-NGDCE?+UQP#BP?@UU M-2E]?Z1Y*:=J=1%IA)D?=?YKGHG<=NAMGGGA=]]OE&E>>.QQE5BS>A9SLDA6 M>V!U[3A:?.1X92ER?JU[,:8X5@!>*5XM4?8>A]Z!3@2>]=[>"EH?=)]&:3:<--\*I9]M M='Y]"F=T==]]450I^`3>[>NY^:BE@?1!^W:.2;R.%3I4]<'B$ MXH8Q<<6$4W:)!2!UC=T>B&!,"E9?&F`>**% M;<>.9Y0W;RV-+X4V<(F+PW6=7*# MQ2E3>]J!YJ&O;*V76Y-A;B"5581E;X63!737-Z&'BE.>V.#):$/:]2@'9*[;4^=1(.X;K>:"W0P<#26G&1Q<>V3 M)52\<^2/HT62=@*,!C;=>&2(-2E*>P&$-J"E:SRHG))";+FD[8,M;AN@PW.C M;Y6<5V/U<5.7YE1;3:$4^=8J.RS:C>`2)_"E'>K.%%YOH?YU?T8[#?WIB MXX"^?X-ES'':?ZEHGV)M?]YK?E+6@"1N@4.7@']QL32Y@09U-R;X@<1Y-YKZ M?4=HOXW3?6MJZ7^_?9]L^G#S?>)O!6&F?CAQ'E(W?J5S5$,C?RIUJS2`?]YX M02<,@,9[*IGP>R9QAXRD>WMRX'Z\>\YT)F_Z?#)U9V#9?*MVM%&8?4%X%D*X M??%YCS1.?M)[+B<=?^5\^YC/>39Z/XMW>:UZTWV,>B%[3&\8>I][P6`4>S]\ M.5$%>_Q\P$):?-5]4C0E?>-]]2O=YB"W8I\>"6"NGR2>+&";FX0 M>4B""5]*>@"!IE!=>N:!3$'F>^6`\3/N?1>`DB"N(,EZ*>/B&[$_2>?&%IT&(>Q&$7C/!?&:"_"=#?>2!@)7_ M=4&3V(C,=>J2-7KQ=HJ016R*=SZ.)EWM>!Z+_4]8>2R)S$%">ER'C3.C>]"% M*R=,?6R"J95L='&<#X@U=2.9J7I5=<66WFOV=GN3UUUC=VB0Q4[>>(^-ID#P M>=**=C.%>U6'&R=3?0F#I94&<]JD!H?!=)*@WGG4=3"=,6MV=>*9.ESV=M*5 M.$Z+>`21*D"I>5R-!C-7>O>(O2=9?+J$=8^7A^]?J8-WAQ%BKW:(AFEEEFC- MA=MH;UJ8A5)K6$Q%A,]N:3Y;A%=QIC#E@_UU/"2E@\MY0H[+AUG_@[IPJDO1@UAR^CX/@P-U;##0@M%X("36@L-[(8WI M@\!P48&L@U9QP'35@NMS(6<\@HUT@5E-@CMU\4M+@?UW>3VZ@<]Y&C"V@<1Z MY24!@=I\W(SM@>]X<("B@9YY+G/!@5!YV&9J@0AZ>5B8@-I[)4K&@,%[WCUI M@+A\IC"<@-1]@R4G@0Y^F(%SRP?C&&.3!C?K*$/R5W?U""-8GZ M?528%GW5?4*6''$.?1B3N&/0?/B1$E9H?0B.8DD9?4R+JCQM?:2(ZC!5?C2& M"26)?NR#'HF8?,.?A'UL?+:\C4]IA&O'C`%KK5]% MBKAMWU)EB6MP)T5_B"1RE#D7AM]U)BU*A;!W_2+6A)M[%X(QC+YO%7;EBXMP MD&L3BE1R"5Z;B2%SB5'@A^]U'D4BALAVSSCHA:9XG2U0A)MZFB,:@ZA\OX%@ MBO9VKG8(B=MWB&HOB+YX5EWTAZ!Y)U%4AH]Z`D3$A8IZ\3BYA(Q[\BU3@Z9] M$"-5@M5^08"3B7%^,'51B&A^B#F%K72FAT.%3&CAAC^$O5RZA3B$#5!YA$*# M6$1+@VB"M3A_@JR"&"U=@@^!'P4/I@J&&3CA:@>^$WRU:@7R/3@0J!RG[8AHR4)W/!A:N2 MD&@"A*60A5O4@Y>.-$^<@K.+YD.+@@&)GC@@@5Z'7BU9@.Z%`2/O@*."HWY_ MA@&;%'-EA2*8Y&>?A!>6$EMU@P.2YD]/@AR/P4-7@7&,I3@#@.")CRU3@(B& M9B0%@%9@SF69?*6V_ES)B"&+!E2%DZ5.E[AFGVU&E:5HQ6).DY!J]U;BD6UM/$LRCS-O MGS^0C/%R+#1^BJ=TWRH7B&EWVB$2AD9[#7;WE>%MX6R9D^]O96'"D>MP\%9@ MC]9RD4K3C;-T2C]8BXYV*#1RB65X(RH\ATIZ4R%MA4A\I'9.E"!T^6OBDD%U MZ6$"D%1VV%72CE9WTTIAC%%XX#\2BDMZ!S19B$1[0RI5ADQ\HR&[A&U^$W6F MDJ=\`&M`D-E\86!ECOE\LU4[C0=\_4G_BQ1]5S[-B2]]Q#0\AT9^/2IFA6Y^ MR"'^@[%_6G43D7Z"_&JYC[Z"SU_IC>.">U3%B_:"$$F9B@Z!JCZBB"^!530K MAF2!"RIUA*Z`P"(U@Q2`=W2;D(:)RFI#CM2)"U]WC/V(#%19BQ2&YTD]B3:% MPSYGAV>$JC0KA9^#FRJ(A`F"@2)C@I*!:G0\C]&0;&H(CBF/*%\_C$J-=%0> MBD^+?4D)B&^)DCXMAK>'MC0#A0:%Z2J4@X&$"R*(@BB"-7/RCTF6UFG!C9Z5 M"%[UB[F2FE/9B;F/UTC3A]B-(CX+AB6*?S/VA(:'["J;@QF%4B*F@=."VVU" MHF]>L&-XGZ1A@%E:G-9D8T[FF=IG8D1,EJ)JASG1DT%MXB_UC\EQ:2;/C$MU M0A\'B/)Y5&RIH/QEO6,EJEQB4/^DX5S M<#G%D$]U@3`QC0QWL2=AB<]Z%!_WAKE\BFNUG7QS,&(1FMAT.5@=F!%U3$W\ ME2)V=T.TDAEWOCFBCP%Y(S`YB]YZH">5B,5\02!7A=5]ZFLXG`!YPV&MEJ]ZS$V-D\M[4$-VD--[[CE^C=I\I3`YBM5]:B>]A]Y^12"IA1-_(FK* MFM:`2V$]F$R`4E=8E9*`.DU`DK*`%$,VC\1__#EHC--__#`\B>N`""?>AQ:` M&R#MA'"`,&IMF>F&I&#SEV:&+%<7E*J%=$T!DA=V#*R%2@WR!U&GOF**2LF"GEB*125;+DUF/.TRR MD&",W$+%C76*F3DJBJV(&EE]J'-@ MUU`WI.-CO4;1H/%FT#UIG*5J&30XF!UMG2NUDW=Q32/ZCL=U11V5BE1Y56(5 MJI!DP5DOIR)FX5`$HV=I,$:]GUQKKSUQFPIN8C1?EHYQ2RO\D?MT6B1HC6AW MHQXMB19Z^&&]J-YK)%C4I71LO$_%H$:+G;AP:CU=F7=RAS1ME1-TU2PQ MD)QW0"3%C"QYV1ZPB`)\%@XHD%X(4\IGJ)XTT83 MFKEYE#TEEJ5Z?C1LDGU[ABQVCD=\G251BB-]RA]_ADM^[V#=I%U]DE@*H0Y] MRD\&G7%][47TF8U^$#T-E81^2C1UD6E^I"R5C5%_#B6(B5)_@A_/A:-_\&"C MHV:#>E?JH!6#04[PG'6"T47@F)2"3SS[E):!X31UD(N!B2RTC'Z!126YB**! M!B`0A1B`RF!VHJB)*E?8GT^(@$[EFZB'>$76E\2&2CSND\R%+S1HC]>$*BR\ MB]N#/B7@B!&"5R!$A*B!?V!9HAB.I%?3GJ^-AT[BFO^+X473EQ>*`#SSDR&( M-#1YCS>&@RS*BU"$[27UAY^#:2!NA$Z"$;=98K=:Z:;W95Y>6)8K9_9AN83. M:HUE#7+^;3IH9V$`<`UKVT]&3W<=EMS:"UQ>@IWX[5R7VIE5*5^8F1G MN93@94-J%X.L:!YL=7'[:Q%NVV`?;BUQ6TZ,<7AS^SU==1-VX"U&>0YZ++.I M7(%OI*/.7[EQ`9-Q8M5R7()69>MSQ7#3:1MU/%\K;'IVR$W2<`IX;#SG<^UZ M0"TA>"M\5;'D6>EYQJ(9759Z*Y'-8*%ZE8#Y8^M[!V^B9UI[C5XV:O9\(TT> M;L9\Q3QYTOT;+V%"SO%<4F#ARS,=A^!XZW.5$^79IY=6">5 M'XY36]22MWV[7X>00VS=8VV-TUO[9Y"+7TN&:_&(VCN$<*B&-"RY=:*#6ZS[ M4R&@YYV<5PN=LHV:6L::3WT-7HB6VVP\8H>3;5MM9LV/]DL>:U",8SM,<".( MFRRI=3N$GJQS4DFJ#)T85CREV(T36?BA-8QV;?%AGGP\;^YD\VN$<@1H M4%JA=#]KRTH+=J1O=#G2>5-S=2JN?%IX`*E:9O!DDYK=:31G'(MW:V1IDWM; M;9EL`FJ\;^AN>EGZ`IVQRJ?>UIZ,*?,9"5N5IE!9J9O MZXH-:0UQ=7H*:WIR_VF?;@9TEUD2<,)V1$C>G9\/Z8W M8:AW[9>Q9%EXH8B-9NYY27C2:8IY[6B.;%%ZGU@Z;TA[84A%E] M'RJ%>:Q^*:2_7X&!:9938EJ!1X<_91F!#W>59]V`RV>>:L^`CE=T;?Z`8$>[ M<5Z`-3A]=0N`#RIZ>/U_Z:.*7;R*T94Q8+.)V(8R8Y"(NW:<9G>'BV:_:8V& M6U;/;.&%,D=&<'&$"#@\=$V"SBIR>&B!>J*47$F4#Y1(7UB2.X568DF0-'70 M94J.$V8(:(*+\E8]:_F)S4;J;ZB'G3@*.W2@8XZ:*63U9NR6'%58:IF2!T8Z;H.-UC>F'X+;=!AABG/$=7=DWV0H=NYH/51D>(=KOT3Y M>D9O,!SF36S>P5VM"@A?9-Z,9P::_5M%8ZY;;QNUX"W;W)PBG', M<3-R-&*`>!YR"@K?*I\)YJP:8]V)HU6:X1W M&G],;6=W^7"F;U-XSF%_<6UYK%),<[1ZG$."=BA[G34X>.1\NR@S>]U]]YEA M9X!_'(P5:9E_2GX::Z)_5V^);;5_4&"M;_5_35&@`9_ M@2@Z>RQ_G9A,9<^(`HL.:`.'9GTF:B:&FVZF;%J%M%_C;KR$RE$1<5F#YD*N M="V#!#31=TB"%2A`>I6!%9=O9&R0O8HY9K2/57Q::.N-K&WJ:S:+WU\[;;B* M#E".<'6(.T)B$;2A%>AB"6Y;)8U69/(F39:R7!WNS9^Z4?&U- M:D:1P5ZH;-^/!5`.;[V,1$(-;&#<9998HJA;HD99.F> M:WLN9RR:]VS):8F73%XY;"V3H$^Z;QZ/\$'#5^$6)*N M>6%:B(9->=Q>$'DB>G]A=VLJ>SMDS%RR?`MH+TX:?/5KNC_H??UO=C(L?T!S MDB6I@,)X+Y&7=I1C1(5-=V%E\W@C>#EHBVI)>2%K'EOW>A]MOTV)>SYP@3^& M?']S:S(&??QVGR7/?[-Z,)!X=`9KXX05=1!MQW<>=A1OFVE6=RAQ:%LS>%9S M0TSW>:MU-S\I>R-W23'E?-EYCR7P?L-\#X]%<;1T#QYT3[<>>E[`S'+>]9\528,??%]QHX:;[U\YX';<1A] M4W3P.!^FC&?>OE^\R8E?3U_5(TB M;B&%2(#I;Y.$^G0-6:D#-$M3=>Z"F#X@=_6!_S%_>CJ! M7B8Y?*.`LXQ:;,Z-?(`I;E2,9>#C29*?"2!Y(O!:\*5=G^0;5>3KW*];MJ1BF5M<'*/+U?E1&%>R98>[R"YHM4:OJ=)G\=;)F:IG)!;A^7J&3T M;[N49U>!<9>1(DHD<[R-VCU;=A"*AC$O>*R'&R9C>VF#NX;P@6U:A'N"@3A= M_&]<@3)A7&)^@41DM54O@5YH($?.@8AKMCKA@<=O?BZ`@C)SIB-L@L]X087Y M?M!BN'JI?NAE:6Z'?PYH"V')?T%JKE2??X)M8T=F?]IP/3JF@$IS0"Y\@.IV MCB.L@;5Z+H3^?&!JTGF7?+-LR&V@?0)NM&#S?5QPG5/S? M?O1VZ"YP?\5Y52/C@+U[]H/S>BYRRWB)>JAT%&R/>QYU36`N>YAV?E-+?#1W MND9T?.QY"CH??;]Z;BYG?L%[]203?^1]EX+R>$1ZO7>0>.![66NF>75[V%]5 M>@]\15+(>L=\ND83>ZY].SGM?*U]R"YC?=U^9B0\?RI_#H(5=KR"GG;8=W&" MD6L`>!F"4UZI>,F!]5(F>9R!F$6I>IV!1CFJ>\.`^2Y0?1N`JB1??HV`6(%A M=7J*3G8F=D&)E6I7=O:(E%X/=[B':E&<>*.&/$5">;Z%$CE\>OF#ZBY(?'6" MLR1[?@N!=(#5='F1P'6>=4^06VG1=@V.E5V4=M>,F%$L=]2*ED3?>0J(E#E` M>ER&DBY!>^V$?"22?:&"9(!L<[>8[W4T=)>6Y&EB=5F45%TK=B61?%#7=RF. MH$2D>&Z+Q3D0>=J(YRXF>X:%_"2D?4R#*7MYB<%::7#DB.9=S66VB#1A*5GM MAXYDB$W*AN!H`4&EAC5KJ38%A91O@BL'A1)SN2%DA+=X3WJ;AUQB'G`NAL%D MSF4*AB]G>EEBA9]J+TUBA1!L_4%CA(QO\S7NA!9S$BLC@\)V?"&]@Y%Z*7G$ MA0MIMV]&A*5KO&1,A#9MOUBT@\=OQTS>@UUQYD$,@P9T)37)@KUVA2LU@I9Y M'"(*@H][W7CA@N]Q-&Y;@JQRF&-@@E]S\E@$@A%U3DQ,@=)VN4"J@:5X/#6: M@8EYU2L]@8][E2)-@:Y]:G@'@2)XG6V.@/IY9&*;@,=Z%E=%@)-ZO4O9@&Q[ M;4!5@&Q\+S5R@'A\_BM&@*=]X2*&@.Y^S'=&?YM_]&S=?X^`'F'[?W"`(5:^ M?TV`"DMM?SY_]$`S?U!_[S5I?X1_]2M5?]U__"*U@$V``W:G?FB'(FQA?G.& MM&&-?EN&`%90?CR%(DL`?D&$1S_35,?K6"LRM:?S.!X2+!#78I M?7*.%VOH?8N-#V$8?7J+HE7I?6*)^DJE?72(5S^)?;J&O34=?A6%+"M??J># MBR+\?UJ!['7(?+:4RVN(?->3+V"X?,J1!%60?+2.C4I@?,N,&S];?1V)M#4` M?8Z'52M7?CN$[B,5?P."HW!UDEY:'F:LD-I=<%QMCW-@RE&SC@1D-D:YC'IG MQ#O/BN-KAC%ZB4UO>"?9A\MSQ1^9AG%X6F^ID#1A8&84CN!D#5ODC8EFQE%, MC"1IDD9TBJYL?3NQB3EOES&&A\ARV2@4AG!V92`)A3YZ(V[VC?YH@&55C-=J MDEM,BYQLK%#$BE%NV$84B/UQ'SM\AZ]SC#&!AF=V&RA"A3MXXB!JA#%[QFX[ MB_!O@F23BN9Q`%J)B%^'D3LA.%^ M53KF@_%^HC%<@Q]^_"B7@FY_6B%`@=I_MFQ:AX6#\F+4AL*#P%CLA=>#64Z] MA-J"UD22@^R"6#JS@Q"!YC%N@D:!@RBR@;V!'"%Q@5&`L&ONAIB*=6*:A>R) MQ%B^A0&(JDZ4@_2'541U@P:&$SJ*@DF$YS%+@9Z#TBC#@2J"JR&9@."!@FN8 MA>&0OV))A3F/BEAMA%.-NDY-@TB+G$1!@EN)F#IM@::'K3%&@0^%URC1@+B# M]B&X@(>"+67>FS%9H5SGF0AEUK"6DAZQXIA\`A:-[L&0$E1IMMULXDTMO M4%(6D5EP]TC-CSURM3]DC0ITCC8RBM5VARVJB*1XFB7C\DBZ!XL#8/B9%Z`BVLAX=[9"8'A9Q\ MXA^W@^1^6V+PD>IZI5H]D$M[.E$WCG5[N$@%C'=\*S[BBG!\L#7_B')]5"VP MAHM^!28HA,A^OQ_]@SA_`WT>^BVV`ICZAB7:` M?C78AXV`;BV[A;.`;B9(A!2`:2`W@JF`7V(JC\^&\%F.CE.&A%";C(Z%P4=] MBIB$USYNB*B$`#6FAM6#/2VIA0F"DB9H@WV!W2!F@C:!)&'ECQB,TUEOC:>+ M^%!_B^.*A$=FB=V(RSYRA^2'.#7&AAB%QRW,A&R$<2:%@P:#$2"+@=J!Q5N3 MI%Q8^5-0H91<,4KEGJ9?D4)(FVEC)CFC+US MTQREB5YX:%K:HJQ?<%+4G_1B'DI]G/9D^D($F:MH!CF%EB!K1S$]DGQNP"FD MCM-R8"+/BT=V.AT^B`]Z%EIKH*)EM5)>G?UGYDHAFQ1J.$&XE]9LOCE>E&1O M;3%!D.!R32G7C5IU2R,MB?AX=QW"ANQ[G%H*GI9KU5'SG`1MBTFOF3%O6T%P MEA-Q4CDQDL)S<3$\CV-UM"G\C`=X#B-ZB-%ZBQXTA?)\^%FEG,MQZ%&5FE-S M)DE>EXYTE#GEN>#6TC>E#B"[D#%D3V"93C0CC&! M]3$PBSB!GBI?B$N!7R1*A:6!&A];@V.`T5B+F&^(]5#-EBF(84C)DWZ'4T"Y MD(6&&3C6C7J$_#%%BHV#_2ITA[:#%21CA2R"-!^%@P2!::Q_7.-5*YTR7_U9 M)HV%8Q%=%7U,9C!@^VR?:71DYUO$;.IH[TL[<)5M*#L0=)EQNRP'>/IVY:J+ M6.U?89NP7&]B8(PS7]]E5WPG8U=H3&N<9O1K25KH:L9N84J,;M!QHCJE M;3=V##I`=C=]B*5"3W=]0I;+4^!];H?%6")]F7@T M7&1]Q&A;8-Q]^%A)99M^/DBK:I9^CCF6;^Q^]"O3=8-_;J/432"&\96+4<*& M/8:O5CB%?W<]6K&$NV=]7UV#^U>H9%@X:8V"DCE4;R"!W2O*=.F!(J*I M2RF0:*V&5CDB;G2$ MARO#=&F"H:'$29>9L)/"3HZ7)(4A4TV4@G7B6!"1VF9$71./-U:?8F6,C4>$ M9_N)SSCY;>:&ZRN]=`"#Z:$K2'"B@9,W37N>]X2@4DN;7'5P5R&7Q67G7#N4 M.%988:J0G4=$9V*,Y#C*;7*(^BNYY9&C8P]A M^X-%9>!E`G0\:+QH`F2T:[UK"E4*;O5N,47#DMY29V* M7,YH>9`!8`!JI8';8QMLQW+N9D%NYV.;:8]Q$U0J;1ES6D4A<-UUPC:>=/AX M:REJ>5M[99OJ6<1QY8YO73US-(!=8)=T>G'`8_UUNV*69YAW!U-?:VUX:$27 M;WYYX398<^5[ABEO>(E]6YIH5QM[-8T/6M![KW\77F=\&7"-8@5\>6&X9=M\ MWU*J:?A]6$0=;DY]W#8=)=&`^8S"("%&59ZZ&G4-N;&R%,#7'<8"#LRE\=K>"(Y=B M4866,8I-5;"4(GR56;>1WFY-7="/@U^S8BR-+%$:9M:*TT,;:[V(<#6GCXG*5*>;HWP26+V85*E]/85J1ZE#09B&.ID+9 M:RF+3S5Z<(.'U"F!=?F$4I5;:S555HB4;0195GLG;NI=/6T$<.=A%EYGHUQ\2;9?:)W*Y/F9Z->:H=B:==AD'H(;`EDHVP. M;DQGL%V9<+%JR4\(2]U)R;X?(UY49*!9&%G>(8)9NII MQGC^:6%L!VL7:^1N0ES3;HUPBDYU<7!R[D"(=(AU=#,C=_)X/"<3>YA[4Y$' M871P882?9$!QXW>49O1S5VGY:;1TPEO<;*AV-4VW;]-WOT`)L%]+H^M7NEY+H-;8>IYZW9F9-5ZD&CC9\Q[)5L8:O=[P$T9;F=\;#^D M<@E])C+#=?5]^"<^>@A^WHZ/7,:!Y()27_*!VW5W8PF!K&@)9C&!9UI9:8R! M(DR9;2N`Z3]2<0:`N3*@=2F`BR=/>6N`78VI6OZ*:8%[7DV)F'2Q88:(D6=7 M9-2';5FZ:%V&24PA;"B%*3\4<"J$##**='V"XB==>.B!JXSY69"2K(#47/J1 M$G008$R/+V;$8[6-)UDS9V"+(4NK:U6)'#[);WV'%#)T<^^$]2=I>'V"QHQ_ M6'R:E8!96_F8-W.07UF5=F9*8M*2AEC09I*/FTMD:J*,LCZ*;NR)P#)+">#L8H'`ME"$FF>:QI&3QZ M>W5M82_7?85R$22!?]1W1XBY;T]>!7TU<-EA+W#EWOP;@YHXV_>;]YK/V,' M<;YMEU7:<[YO_4B;=>YR@CO8>$IU*B^O>NQX$R3F?;A[0(8V:6)NXWJP:WUP MC6ZN;8AR)V(T;YYSOE4L<=]U6D@E=%%W#CN:=O%XW2^D>=5ZVB4/?-Q]`H3] M9O5W,7FD:4)X)6VM:W]X_V$O;<9YR51P<#QZF4>+.A] M>B4R?!U^F8/Z9.I_9WBN9UY_I&S,:<)_MV!D;#=_LE/#;ME_KD<<<;=_MSKV M=,I_RR]P>!M_Y25/>WV``(,I8S:':7?K9#M#K(<^V"Z"]G=VR"%"5H>O>!-X*&8=6/*W=19(2-^VN#9QZ,=E\Z M:'9CJ&HJ"/X(18,>6FW;=8XJ4 MO&L+9C*29U[(:.^/UU);:^V-2D8&;S:*PCI.C.#&'[2 M>GQ5GW0$>P%9?6B;>[!=45R/?'-A)5`@?4-E$$.H?BQI*C>Q?S1M>RQ7@'5R M-")8@>=W7WVF=TI=G7,3>"M@QV>_>19CZ%O=>@UG#4^7>Q9J1T-+?$!MJ3>$ M?8MQ.BQB?Q%U'R*D@+UY6'R,=%)ECW'R=8!H!F;2=J9J=UL(=]-LZ$[P>1AO M;4+6>H1R$S='?!%TWBQC?=5WZ2+G?[=[+'MP<:1M9W#8/%V7S<2>KYX7BQD?+YZBB,A?M-\UWI<;TQU-6_2<.)V M5&3.9)[L2QL>\E\^R-3?@]^5WEQ M;5E\[V\0;Q=]:&0C<,%]NEC`)!^W2QA>OI_ M0B-\?6I_J'BQ:[>$=&Y:;9.$16-\;UJ#V5@J<2R#2TRODB!3".>?.&`RW@::F2+M6W-;%J*X6+U;C:)M5>R' M`T#P=(Z%LC98=P2$:BQB>;6#%B.Z?'*!P7>I:5R2KFU@:V:1.V*';5&/35=, M;T6-($OS<7"*]4"\<]Z(U#8L=G6&MRQ+>4>$E2//?!F"BG/,@HQ5FFG?@G%9 M9U]L@GM=-%1L@H]A#4D;@J%E!#W1@K]I,#,6@O%MD2D+@T]R5"!C@]1W-U M&R#&@IUY67'*?+YDD&@2?3QG%EWG?:QIG5,G?AEL+$@N?I!NTCU!?R)QGC+M M?\QTD"E0@*!WOR$;@8U[&'#3>BUK[F<9>MYMU5ST>WUOMU)U?!MQGD>>?,MS MECSC?9=UJS+%?GMWW"E@?X9Z.B%E@*%\KF_H=_)S.&9!>,UT@UPJ>91UP%&S M>EMV]D

S-X.3R6?#=YE#*G?5![`2ER?HY\B2&D?]9^&6\4=@MZ-Y\+$:]>=M\L#QI>P!]2S*:?$A]\RF$?;A^I2'9?RQ_5VYF M='B!?F3P=:"!E5L"=J*!+J`]3P<>@.`S#*&>VB`KRF0?0*` MC2($?I^`:&W<%[$7Z=\R$\3O/>3:$`S)< M>K:#(BF9?&R"."(G?BV!36UR(>&[3)#>B6%12F3>_N#FR)#?=&""&D@BN157&`,BB-9'%:-B7UR@BET\"[, M@A)W62:G@AQY[!_?@CU\B&7'@,=Q+%SQ@.-RH%/"@.!T#4I7@,IU>D#?@+YW M`#=S@,MXGBZ[@.9Z3B;%@2!\&2`J@6Q]X643?O5W\EQ-?S5XUE,S?T]YHTG9 M?UAZ9D![?VI[-S=2?Y1\'RZW?]Q]%2;A@$5^%B!I@+Q_#61V?61^?5N[?T`(?56"X3<&?;^"6RZT?CV!ZB<7?N^! M:R#'?[6`Y6.:>RJ+!5L/>\J*3U(=?".)&DCY?%&'K#_;?)6&53;P?0Z%%BZQ M?::#ZB!E%[CDXA4V5:>DA58DTX*D*I<9D4=CR5@83P$C7YD MCC,4B\AH^BK+BA9MF"--B']RA1TFAQQWD%X(D/M;@U7WC\9>MTUWCG9B`T2Q MC09E<#O(BWEI"3,*B>ILV"KVB&1PTB.JAOYU#!VOA`RBL_@9.`Q"3;@3*`L!^7@0R`BEHS MA$B'2%*!A">&ZTIY@Z:&"4)?@L^$]#IB@?N$#C*@@5J#32M\@-^"I23]@+*! MZA^]@*R!+U3F%-=IT55EBIA"CVDD[EDGC7ID0]H M:"YACEUL;">%B[5PE2%AB3]T]QQMAR!Y4E-]E[]@E$Q,E?QC6D39D_UF/3TY MD:=I4C6LCR%LC2Y:C)EO^R>WBA]SA2'"A]QW.QSRA>]ZX5,(E5)FHTO)DZ]H M[$1.D=!K43S5%*CH=^&4I!C8U^>D,?C!)^H3O] MBC5^NC3YB$5^]"XXAG5_12@XA+I_JB+=@U!__QZ.@CJ`.5$1C7^#FTH-C*"# M?4+TBSV#`#OEB6N":S3]AW^!_"Y1A;R!J2A4A!N!:2+]@M&!(!ZY@=>`U:(U M5IM/JI/D6BE4(X5"7;]8F'8=87A="V:'96AAAU;&:9IF(T=F;@IJ]CAWQ@NG3L7AAD0V5]8GQGU%7J9R-KA4:^ M;`UO9S@:<5ASIRK/=NIX;)Y-37%CBY"34?EF*()M5G=HPW.76PMK8F1>7]5N M#E4&9.IPV$8=:D1SRC?(<`!W"RK7=?AZL9QW28-M58[B3GQO!8#64UAPNG)4 M6$AR`;M1Z3RK>=2)\SIJT1?YV^XU@2V!W MR7^"4)QXFW$:5>!Y;6)M6V9Z2U-]83][/$439UM\/S=$;=-]:BKC=&I^O9DJ M0NZ`=HP92*^`97YX3D"`5'`\4]>`0F&H6:>`-%+\7\F`-$2W9C>`/#<5;/J` M4RKH<\V`>9?B0$R)O8L-1F&(PGVD3#Z'R6^14AN&T6$/6#&%W%*#7I6$ZD1T M94&#]S;S;$."_"KL0P"8.WR!24>5:FZR M3X:2LF!A5?Z0`U'T7,>-0T0$8]>*:S:[:S2':BKRF=V,)5Z M6,=9:HC'7$E<_WM;7\U@CVU;8VMD'E[B9SMGM5!,:TYK;D(F;Z%O6#2+=%AS MJ"A,>4]X?9.Z5)IBS(<86))E@WGN7'QH-FP-8'UJZEW,9+-MJD]R:3%PBD&/ M;?!SDC1&%=ZII((4-)L$(5_53)M['AS67=OR&KI7=%QI%S28FMS MBDZU9TMUBT$4;&UWJS00<>9Z""A[=WU\II!V375U-X0<4C!V/W8\C2HY^/(+U3Y=^ M<78X5(-^FFCH67Y^O5M*7K5^Y4V:9#A_'4!=:?]_8C/$=B&`&8X/ M2!2'"X(&36.&:'5M4I"%LF@[5\V$]5JQ74>$/4TF8PJ#C4`D:0R"XS.N;UF" M-2BK=9V!A(TY1@R/BX%+2Y..$'3+4/:,>6>S5F>*V%H[7!:)0$R\8A2'JS_? M:$J&%C.<;L.$;BBU=3""NXRB1'J7EH#!2BN52'1.3[22SV=)54N03EGK6R&- MVTR&84>+9C^O9ZJ(Z3-\;DZ&42B^=-F#O(R^9%U08X!P9LE4MW.Z:519#F9^ M;`%=:%C>;MAAU4LE<>AF;3W@=3%K/S$E>-=P@"7`?+UV6(KL7_A9,G\78N5< MR'*19=M@6F6':.AC[E@0;"1GD4J&;YYK6SUVYMXBXE4 M6_%B#7VG7U-DV'%]8JEGH&219A%J:%=/::AM/TGZ;81P-CTD<9US5S#K=@MV MRB8<>IQZF8?"6%%JSGPO7!1LSW`37\!NSV-Z8WUPS59@9W=RU4E(:[)T^CRS M<"AW/S#"=.MYP29!>;Q\?H9851IS='KD62UTL&[G72MUXV)J83IW$56J98-X M2DBX:A=YF#Q=;N!Z_#"H<^U\B29A>/Q^-H4J4E-[_'G75JU\=&W\6O)\V&&: M7TI],E3X8]I]DDA*:+%^!3P;;<-^B#"3%E_O80V3_>$37C]5(R$ M`FT\60V#DV#R7:2#%%1D8G2"G4?=9XB",COM;-"!TC")+LD-]K:BVM>])PKR-[?OAV>X!B9V%9`'5Q:;AEESP"/`?:]=IW%"C;LQLSD1@0EVL2/\?,-ZBWV( M8`UIB7+"8RUKJ&>:9CMMQUP.:59OZD_[;*1R%D/R<"MT8#AS<^1VS"V;=]]Y M=B0Q>]U\5GPZ7/QQL7&I8&=S&6:58\!T>EL,9R9UUD]):L!W/T-D;IUXP#@? MQ9]]7LG6E-YNW"M7?UZ<&6U89A[#EI&941[H$ZD:2%\ M/$,";3Q\[3?J<8E]KRU_=@A^A22">F]_8WI(6`Z!CF_E6_"!D&4#7\*!:%FI M8ZB!+4X<9\"`^T*B;!:`V#?'<)6`Q"V`=4R`M"2A>>2`H'F;5BZ)&6])6D"( M;F1Q7C^'?EDI8E&&<$VI9IN%;D(^:R>$>3>/;]2#D"U]=+*"H"2Z>7.!K7D> M5+202F[66.V._6/^70Z-15B^84"+8$U59:N)B4(':EV'P3=@;S>&`BUC=$"$ M/B3.>1B"BG=L/!B'3^R>K%FO32O M?)AKF"I7?L1PX"%D@1-VF778;QA8O6O/<-5<3&$N'YK,#2&>L%O3RIL?41SRR&]?]IXG72':W%@@FJ4;9)C:F`T;ZUF5E5! M<=%I2TH.=!-L6#[C=H9OC#1/>2%R["IU>_)VEB(*?LAZ>W-,:!YH.6EG:I)J M=5\7;/ELM51\;V1N^TELLEY.")-?=E\+W(? M92EOXVA29^5Q<1[ MJ2*%?0Q]MW$A8IQW=F>"99=X85UP:']Y-U+Z:W!Z!$A>;HEZWCW1<=A[TC/5 M=4M\V"J0>.9]\B*U?&!_#W!38&M^TF;%8YQ_&5S'9KE_-5)E:>!_0$??;3%_ M5SUY<+5_@C.Z=%=_O2J9>"A__2+<>]&`.&^P7IF%Y68T8?>%C5Q!94&$[U'P M:).$,T=X;!&#A#TA;\F"YS.-UV!,F\Y722,JF7'8*J+ MOUO69!:*95&.9XB(VT#1B,5>P"!_VS2 M>LU1%6-*>X=5+EEM?&)98$\I?45=KT2D?BUB)3HP?RUFU3!5@$IKOB#Q;Y5B5>5Y?@TZ$>H)C-40O>[-G"3GN?01K#S!* M?G)O1R=H@!)SUA_L@;]XHFI`[=HMEF$W&=_1HJ$.E>7!K MUCF:>Q)O+S`P?-!RLB>*?KEV>R!)@*%Z:VDH<'IFWV`=5=S,3`->V%U^B>A?8UX^""9?ZI\"F@D;:1N"U\S;ZEO MQE7D<9EQ@DQ&AMY&2>Z?(9[2"#>?M=]?&<[ M:RIU)EY?;6UV1%4M;YEW5$NW<<1X84(U=`=Y?3C-=G)ZN2_R>/I\!B?4>Z!] M9B$7?B5^P69\:0=\$5W#:X=\F%2K;>=\^$M&<$%]2T'.`5^OB?G>MY_3R%&?9)_UV7D9SV"N5TY:>Z"K%0O;'R"7$K>;OZ!\D%V<9R! MG#@Z=&J!7"_`=T*!+B?U>C^`^R%L?1J`P65R9%.S@7^TD%@,?.%AGD^$?9!DN4:/?BYG[#V`?M!K0S28?XQNR2Q: M@%QR=B3B@4]V81Z^@DEZ6U]4>0YE7EA=GV4ZE>P-J7T7P>^1L^CT'?,YO MLC14?=)RD2Q.?NEUCR4-@!QXNQ\<@4E[YUYP=D]L'U9.=YAN!DWC>,%O\T5& M>=QQZCRE>P9T`#07?$YV-BQ"?:-X@24P?Q%ZZA]K@&Y]1UVE<^1RRU67=6QT M(4U'=LYU;D3">"%VP3Q!>7YX*#/Z>O1YKBQ%?(%[1B53?BA\Z1^M?[=^>EST M<#5\%#/0>=A\YBQ=>X5]RB5Y?5]^ MKQ_C?Q]_@%QF<`)_C%2(<@=_QTQG<]%_QD09=7-_LCO'=QQ_NS.F>.Q_W2Q" M>L&`%"6/?+R`0"`/?J2`7%O\;I"%FE0D<+^%3$P+"F"CRP]>B*"#R6;?$*!C"`R?D*!#UB*BSI085#XBI14@4D:B@!8OD#= MB5Y=*SAQB*=ATS`RA^YFP2B=AT)KY"'8AK9Q51Q@AE%VV5=QA_U6UU`5A[A: M@4A,AUI>14`^AN)B+C@0AEAF2#`2A==JGBB_A69O("(UA1MSXASMA/%XIU:8 MA-5=24\[A-A@=4>OA"AJG"_J@^AN6"C5@[ER-B*!@Z]V M1AUG@[YZ3%72@=UCKTYV@AUF4T;<@C=I!S\C@C1KV#=0@BANSR^_@BQQ["C@ M@C]U)2*^@G)X@1W0@K9[QU41?REJ#4W!?ZML)D8Y?_YN3#Z7@#%P@C<*@&%R MX2^;@*1U7RCH@/1W[B+Q@6!ZD1XI@=1]%U1??,1P6TT=?8IQZD6Q?A=S>CXM M?GQU%3:^?MQVS2^(?TUXIRCS?])ZBR,<@'1\=!YS@1=^.U/%>K-V>4R4>[AW M@$5"?'MX=#W9?0QY;C9[?9=Z@R]K?C)[LBD(?M9\[B-$?ZI^(1ZP@'M_,U-! M>.=\64P6>B]\UD35>R9]+3V&>^!]@C9`?(Q]\B\Z?5)^>"D#?@]_#B-O?O]_ MEA[A?_V``U+@=W&"'DO,>/:"%T2@>A^!OSUQ>NV!6#95>Z.!&B]H?'R`^"DG M?6.`Z".*?GZ`SA\(?YB`K$[8D_U/HTA*DH13TD%QD1%8'3H]CX5]MQT3&A?%OE3Y`A9EQ;C?$A/9S7C%SA#EU M<"MC@XEWI"7P@O%YVB$F@HQ\"1UA@DY^`TJ\@]!SDT1,A"!TW#WDA`)V(C>& M@XMW>S%,@O5X\BM:@FUZ@B82@?=\%R%;@I\,BM%@8M]("8:@3)^%B&$@1E^^1W:@2Q_M$G[ M@'Q^I4.7@5)^VSU5@9U^YC'EZ>WQ]?G^`@8*#A(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J; MG)V>GZ"AHJ.DI::GJ*FJJZRMKJ^PL;*SM+6VM[BYNKN\O;Z_P,'"P\3%QL?( MR+CY.7FY^CIZNOL[>[O\/'R\_3U M]O?X^?K[_/W^_P`!`0("`P,$!`4&!@<'"`@)"0H+"PP,#0T.#P\0$!$1$A,3 M%!05%A87%Q@9&1H:&QP<'1X>'R`@(2(B(R0D)28F)R@I*2HK+"TM+B\P,3(R M,S0U-C7Q^@8.&B8N.D)*5EYF;G9^AHZ6GJ*JLK:^PLK.UMK>YNKN\O;_`P<+#Q,7& MQ\C)RLO,SW]_@X>'BX^/DY>7FYN?H MZ.GIZNOK[.SM[N[O[_#P\?+R\_/T]/7V]O?W^/CY^?K[^_S\_?W^_O\``0$" M`@,#!`0%!@8'!P@("0D*"PL,#`T-#@\/$!`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`T-(SD[C#2ZBJN6"VI+5PO*&R>\"> ML(/#FJZ$Q96MA,>0K(3)BZN%RH>JALR'JH;,AZJ&S(>JALR'JH;,AZJ&S(>J MALR'JH;,AZJ&S(>JALR'JH;,AZJ&S(>JALR'JH;,AZJ&S(>JALR'JH;,_ZDU M,O^E0DO_K#U:^+LA\F'K(?)AZR'R8>LA\F'K(?)AZR'R8>LA\F' MK(?)AZR'R8>LA\F'K(?)AZR'R8>LA\F'K(?)AZR'R8>LA\F'K(?)_ZHT,O^F M0$O_L#E8^;TQ8N?.+6G0X"1_N<\WEZ?"4JF>NF:UFK5SNYBS?;Z7LH/`E+&% MP9"PA<.-KX7$B:Z&Q8:NA\:&KH?&AJZ'QH:NA\:&KH?&AJZ'QH:NA\:&KH?& MAJZ'QH:NA\:&KH?&AJZ'QH:NA\:&KH?&AJZ'QH:NA\:&KH?&_ZLS,O^J.TG_ MMC)3\,(6;"WR2"K9O&BREK=UN)2T?;V3LX.^D;*%OXZR MAL"+L8;!B+"'PH:PB,.&L(C#AK"(PX:PB,.&L(C#AK"(PX:PB,.&L(C#AK"( MPX:PB,.&L(C#AK"(PX:PB,.&L(C#AK"(PX:PB,.&L(C#_ZTQ,O^P,T7XP"E, MW]8C3*-^Q7NE?,1]IGO$?J=YPX"H>,*" MJ7?"@ZIWPH.J=\*#JG?"@ZIWPH.J=\*#JG?"@ZIWPH.J=\*#JG?"@ZIWPH.J M=\*#JG?"@ZIWPH.J=\*#JG?"@ZIWPH.J^KX<*-;=#B/`\!0_K/T>5YSP+6J/ MY3YYAMY.@X'87XM_U&N0>M%PE'?/=)=USG>8<\UYFG+->YMQS'V;<,M_G&_+ M@)UORX"=;\N`G6_+@)UORX"=;\N`G6_+@)UORX"=;\N`G6_+@)UORX"=;\N` MG6_+@)UORX"=;\N`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`JGZ\O*B$PKBDALFSH8C/K)R-U:.6E-J:D9S MV):.GMB6CI[8EHZ>V):.GMB6CI[8EHZ>V):.GMB6CI[8EHZ>V):.GMB6CI[8 MEHZ>V):.GMB6CI[8_Z0X*O^@14#_H$M3^Z5*8_&I27+GK4J!WK!-D-6P59S. ML%ZGR;!HK\:R<[/#LGRXO;"`P;:L@LFNIX7/I:&*U9RV9&4 MGMF1E)[9D92>V9&4GMF1E)[9D92>V9&4GMF1E)[9D92>V9&4GMF1E)[9D92> MV9&4GMF1E)[9_Z0X*O^@14#_H4I3^Z9(8O*K2''HKTB`W[-*CM:U49K0MEJD MS+AEJ\J]<:[!N7NVM[*`P*ZLA,BFJ(7.G:2'U)2@CMB.GYG;C)N>V8R;GMF, MFY[9C)N>V8R;GMF,FY[9C)N>V8R;GMF,FY[9C)N>V8R;GMF,FY[9C)N>V8R; MGMF,FY[9_Z0X*O^A14#_HDE3_*='8?*M1G#ILD9_X+='C-F[3I?3OU>?T,5C MI,7`<*VZN'FWL+*`P*FMA<>@J(3-EZ6%THZAB=>'H)+9AZ&AG-B'H9S8 MAZ&AG-B'H9S8AZ&AG-B'H9S8AZ&AG-B'H9S8AZ&AG-B' MH9S8_Z0W*O^A1$#_HTA2_*E%8?.N1&_JM4-]XKQ$B=S"2I/8RE29RL9BI+R] M;K"RMGBYJK&`P:2MA<>;J83,DZ:$T(JCA]2#HH[6@J*6UH*BEM:"HI;6@J*6 MUH*BEM:"HI;6@J*6UH*BEM:"HI;6@J*6UH*BEM:"HI;6@J*6UH*BEM:"HI;6 M_Z4W*O^A1$'_I$92_:I$8/2Q0F[KN$%[Y,%"AM_,1HW3SU*7P<1AI[.[;;.K MM7B[I;&`P9^NA,:8JX3*D*B$SHBFAM&"I(S3@*22TX"DDM.`I)+3@*22TX"D MDM.`I)+3@*22TX"DDM.`I)+3@*22TX"DDM.`I)+3@*22TX"DDM.`I)+3_Z4W M*O^A1$'_I451_JQ"7_6T/VSMO#YXY\=`@>#61H?)S5&:N,)@JJRZ;;6EM7B\ MH+&`P9NNA,65K(3(CJJ$RX>HALZ"IXO/?Z:/T'^FC]!_IH_0?Z:/T'^FC]!_ MIH_0?Z:/T'^FC]!_IH_0?Z:/T'^FC]!_IH_0?Z:/T'^FC]!_IH_0_Z4V*O^B M0T'_IT-0_ZX_7?>W/&GPPCMSYM`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`V6**?-5LCWC2<9-UT'65<\]XEW'.>IAPS7R9;\U^FF[,@)MMS(*< M;,N$G&S+A)QLRX2<;,N$G&S+A)QLRX2<;,N$G&S+A)QLRX2<;,N$G&S+A)QL MRX2<;,N$G&S+A)QLRX2<]<$5&='?#!B\\Q,QJO\>1YK\+%F.\CQGA.I+(MIUWJ,:-9\C6?6?HYFU8".9=6! MCV75@8]EU8&/9=6!CV75@8]EU8&/9=6!CV75@8]EU8&/9=6!CV75@8]EU8&/ M9=6!CV75@8]EU8&/TM(*";_H#1VM_Q4SG?\C19#_,U2%]T-??O%1:'?L7&]P MZ6)T:^=G=VCE;7EFY'![9>-S?6/B=GUBX7A^8N%Y?V'A>W]@X'V`7^!_@5_@ M?X%?X'^!7^!_@5_@?X%?X'^!7^!_@5_@?X%?X'^!7^!_@5_@?X%?X'^!7^!_ M@5_@?X%?X'^!_Z`Y(?^<1C;_FE%*_YU26?>?5&GMH%=XXY]JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5Z MK,:U>JS&_Z`Y(?^<1C;_FE%*_YU26?>?5&GMH%=XXY]JS& MM7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U M>JS&_Z`Y(?^<1C;_FE%*_YU26?>?5&GMH%=XXY]JS&M7JL MQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS& M_Z`Y(?^<1C;_FE%*_YU26?>?5&GMH%=XXY]JS&M7JLQK5Z MK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y M(?^<1C;_FE%*_YU26?>?5&GMH%=XXY]JS&M7JLQK5ZK,:U M>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y(?^< M1C;_FE%*_YU26?>?5&GMH%=XXY]JS&M7JLQK5ZK,:U>JS& MM7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y(?^<1C;_ MFE%*_YU26?>?5&GMH%=XXY]JS&M7JLQK5ZK,:U>JS&M7JL MQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y(?^<1C;_FE%* M_YU26?>?5&GMH%=XXY]JS&M7JLQK5ZK,:U>JS&M7JLQK5Z MK,:U>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y(?^<1C;_FE%*_YU2 M6?>?5&GMH%=XXY]JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U M>JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y(?^<1C;_FE%*_YU26?>? M5&GMH%=XXY]JS&M7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS& MM7JLQK5ZK,:U>JS&M7JLQK5ZK,:U>JS&_Z`Y(?^=1C;_FE!*_YY16?>@4FCM MH59XY*%:AMN>9)32FVZ@S)AXJL:5@;+$E8FVP9&.NK^,D+V]B)/`O(27P[J! MF\6Y?J#'N'RGR+)[JLBP>ZK(L'NJR+![JLBP>ZK(L'NJR+![JLBP>ZK(L'NJ MR+![JLBP>ZK(L'NJR+![JLBP>ZK(_Z`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`OW&J MM+=WM:FQ?+Z?K('%EZ>&RI"DC,Z*HI71AJ*ATH2;I="%FJ7/A9JESX6:I<^% MFJ7/A9JESX6:I<^%FJ7/A9JESX6:I<^%FJ7/A9JESX6:I<^%FJ7/_Z(V(O^? M0S?_HD9'_ZA$5/VN0V'UM41L[KQ&=^G$2W_CSU2$V=1EB,C+:YJZPG"IKKIW MM*.T?+V:KX'#DJR%R(NIBLR$IY+/@*:C<#,:9NSPW*HI[MYLYZU M?[N7L8/"CJV%QH>KB,J!J8W-?*B6SGNHHLU[J:;->ZFFS7NIILU[J:;->ZFF MS7NIILU[J:;->ZFFS7NIILU[J:;->ZFFS7NIILU[J:;-_Z,V(O^?0S?_I4-& M_ZQ`4O^T/EWYO3]F[LA#;>/636_5W4Z!Q--9D;7)9I^IP7&KH+MYLYFV@+J4 MLH7`C*^&Q(:MB,>`JXS)?*J2RGJKG,IYJY_*>:N?RGFKG\IYJY_*>:N?RGFK MG\IYJY_*>:N?RGFKG\IYJY_*>:N?RGFKG\IYJY_*_Z,U(O^@0C?_ID%%_Z\] M4/ZX.UGSQ#QAYM%#9-G?0W/(W$J%M]!7E:K'9:+_XGT024-#7U!23T9)3$4`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`N0N32+T'/Y"Y5O^\S:Z_A.WZ@UDJ-ELY;F9#(::&,PW.HB;B+MW>WC[AWMY"Y=[>0N7>WD+EWMY"Y M=[>0N7>WD+EWMY"Y=[>0N7>WD+EWMY"Y=[>0N7>WD+EWMY"Y_ZEHG+:YV&QW2B@\1ZIG_# M?:E\P8"K>L""K'F_A*UWOH:O=;Z)L'.]C+%SO8VQ<[V-L7.]C;%SO8VQ<[V- ML7.]C;%SO8VQ<[V-L7.]C;%SO8VQ<[V-L7.]C;%SO8VQ_ZDN(?^S*BORQ2(L MUMX<+R^2M=HNPV;Y7B0GV+VE*(A=1@D(+0;)9^S'.;>\IWGGC)>Z!V MR'ZB=,>`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`)`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`?:*]OWNGOK]YK;Z[>+&^MGFROK9YLKZV>;*^ MMGFROK9YLKZV>;*^MGFROK9YLKZV>;*^MGFROK9YLKZV>;*^_YTX&O^:12[_ MF$]`_YU03O^?4ESVH%5J[:!:>.6?8(7=G&J1UIASF]"5?:3+DH6KQX^-L<2, MD;;"AY6YP8.9N[]_G;Z^?:*_O7JHP+QYK\&T>;#!L'JPP+!ZL,"P>K#`L'JP MP+!ZL,"P>K#`L'JPP+!ZL,"P>K#`L'JPP+!ZL,"P>K#`_YTW&O^;12[_F4Y` M_YY.3O^A4%OWHE-I[J-7=^:B78/>GV:/UYQOFM&8>:/+E8*KQY*)L<2.C[;" MB9.ZOX28O;V`G<"\?:/"NWNJQ+1ZK<2M>Z[#JGNOP:I[K\&J>Z_!JGNOP:I[ MK\&J>Z_!JGNOP:I[K\&J>Z_!JGNOP:I[K\&J>Z_!_YXW&O^;1"[_FDU`_Y]- M3?^B3EOWI%%H[Z55=>>E6H+?HV*-V*!KF-*<=:',F7ZIR)6&L,22C;;!C)&[ MOH:6O[R!G,.Z?J3%MWRKQZU[J\:G?*W$I'VNPZ1]KL.D?:[#I'VNPZ1]KL.D M?:[#I'VNPZ1]KL.D?:[#I'VNPZ1]KL.D?:[#_YXW&O^;1"[_FTQ`_Z!,3?^D M35KXID]G\*A3=.BH5X#@IUZ,VJ1HEM.A<9_.G7JGR9F#K\65BK7!CX^[O8F5 MP;J%G<2V@J3'L("JR*=]JLBB?JS%GW^NPY]_KL.??Z[#GW^NPY]_KL.??Z[# MGW^NPY]_KL.??Z[#GW^NPY]_KL.??Z[#_YXW&O^;1"[_G$L__Z%*3/^E2UGY MJ$YF\:I1<^FK57_BJUN*VZEEE-6F;IW/HW>ERI^`K,69AK2_DXR\N(V3P;*) MF<6NAJ'(JH2IR:&`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`;([(MW&=O:YWJK*G?;2IH8*[H9R(P9J8C\:4EI;)D)2?RXR2 MJ,R*CZK)BHZLQHJ.K,:*CJS&BHZLQHJ.K,:*CJS&BHZLQHJ.K,:*CJS&BHZL MQHJ.K,:*CJS&_Y\V&O^<0R[_GT8^_Z5%2O^K157\L$9A]K9):_"\3G3GPE5[ MW\AA@-'#:HW$NG"=N+)UJ:VK>[.CI8"[FZ&&P92=C<6.FY3(BIF=RH:9J,N& ME*K)AI*KQH:2J\:&DJO&AI*KQH:2J\:&DJO&AI*KQH:2J\:&DJO&AI*KQH:2 MJ\:&DJO&_Y\U&O^=0B[_H$4]_Z=$2?^M0U3^LT1?][I':._!37#ER59UW,YD M>LS&:8V^OFZP>;*>JWZZE::$P(ZCB\2(H9+'A)^:R8"?I\J!FJK( M@IBKQH*8J\:"F*O&@IBKQH*8J\:"F*O&@IBKQH*8J\:"F*O&@IBKQH*8J\:" MF*O&_Z`U&O^=0B[_H40]_ZA"2/^O05/_MD)=][Y&9>S'36OCTEAMUM-A>L?* M9XRYPFV;K+QRIZ&V=[&8L7VYCZV"OHBJB<."J)#&?:>9R'JGIK,9]GJS&?9ZLQGV>K,9]GJS&?9ZLQGV>K,9]GJS&?9ZLQGV>K,9]GJS& M_Z`U&O^=0B[_HD(\_ZI`1_^R/E']ND!9\\-$8.C/3F/?W%EGS]A@><#/9HJR MR&N:IL)PIIN\=J^1N'NWB;6!O(*RA\!]L([#>*Z6Q7:MH<9UK*S&=Z:MQ7>F MK<5WIJW%=Z:MQ7>FK<5WIJW%=Z:MQ7>FK<5WIJW%=Z:MQ7>FK<5WIJW%_Z`T M&O^>02[_I$`[_ZP]1?^U.T[WOSY5[,M$6>':3UK4WU%LQMI:?;C38HNKSFF8 MG\9QI)7`=ZV.NWZTA[>#N8&TA[U\LHR_>;&3P7:PF\)TL*;" M02__ISTZ_[`Z0_VZ.$KPQCM/X]5%3M7A1E_(XDMQNMU2@:S56X^?S&:;EL9P MI(_`>*N*O'^QA+F#M8"WA[A\MHN[>;20O'>TE[UVM*&]=+.EOG2SI;YTLZ6^ M=+.EOG2SI;YTLZ6^=+.EOG2SI;YTLZ6^=+.EOG2SI;YTLZ6^_Z(S&O^@/B[_ MJCDW_[0U/_;`-43GSSE%U]\\4,GG062[Y49VK-Q.A9_36I*5S&>:J%OWZN@+R"LGVZAK1ZN8JV=[B.N'6WD[ESMYJY<[>@N7.WH+ESMZ"Y<[>@ MN7.WH+ESMZ"Y<[>@N7.WH+ESMZ"Y<[>@N7.WH+ESMZ"Y_Z,R&O^C.BS_KC0T M_KHQ.NW*,#O:W3(_RN::` MPGVJ?,"!K7F^A:]WO8BP=+R+LG*[D+-PNY6T;[J:M&^ZFK1ONIJT;[J:M&^Z MFK1ONIJT;[J:M&^ZFK1ONIJT;[J:M&^ZFK1ONIJT_Z0P&O^G-2K_M"\P],,J M,=[8*RW,YBY%O?(U6JWN.VR?Y$1[D]M1AXO47I"&SVJ8@LMSG7[(>*%ZQGRD M=\2`IG7#@ZASPH:I<<&)JV_`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` M68'V36)Z\%AI<^Q?;VSI9'-HYVIV9N5O>63D-Y?6#B>WY?X7Y^ M7N&`?UW@@X!R^Q`9H_\<*Y7_*#N*_SA(@?]%4GK\ M4EIR]UE@:_1>9&;R9&AB\&EJ8.YM;%[M<6U<[71N6^QV;UKL>7!9ZWMQ6.M] M<5CJ?W)7ZH)S5NF$Y74CH2=T(J+H\V&D:G*@I:M MR'Z;L,9[H+/%>::UQ'>LML-VL[>^=[>WMWBVN+)YMKBR>;:XLGFVN+)YMKBR M>;:XLGFVN+)YMKBR>;:XLGFVN+)YMKBR>;:X_Y@S%/^70R7_ETTW_YM-0_^? M4%#_H%-=]Z!8:>^?777HG62`X9INB]N6=Y35D8"J>WPGBNN+6YL7FUN:QZM;FL>K6YK'JUN:QZM;FL>K6Y MK'JUN:QZM;FL>K6YK'JUN:QZM;FL>K6Y_Y@S%/^80R7_F$PV_YQ,0_^@3D__ MHE%<^*-5:/"B6W3IH6%_XIYJB=R:JBYP7BQN[EXL[RQ>;.[JWJTNZ=[M;JG>[6ZIWNUNJ=[M;JG>[6ZIWNU MNJ=[M;JG>[6ZIWNUNJ=[M;JG>[6Z_YDS%/^80R7_F4LV_YY+0O^A3$[_I$]; M^:539O&E6'+JI%Y]XZ)FA]V><)'7F7B9TI6!H[NGJPO;)ZLKZK>[*]IGRSO*-]M+JC?;2ZHWVTNJ-]M+JC?;2ZHWVTNJ-] MM+JC?;2ZHWVTNJ-]M+JC?;2Z_YDS%/^80R;_F4HV_Y]*0O^C2T[_IDY9^JA1 M9?*H5G#KJ%Q[Y:=BA=^C;([9GW67TYI^G\V3AJC%C8VOOX>4M;F#G+FU?Z.\ ML7VLOJQ\L;^E?+&_H7ZSO9Y^M+N>?K2[GGZTNYY^M+N>?K2[GGZTNYY^M+N> M?K2[GGZTNYY^M+N>?K2[_YDS%/^90R;_FDDU_Z!(0?^D24W_ITQ8^JI09/.K M5&[MK%IYYJQ@@N"J:8O:IG.4SY]\G<:7@ZB^D(JPN(N1MK*&F+JM@Z"]J8&H MOZ6`L,"??[#`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`/?^M0$?_M$)/][M'5^W#35WDS%A@VHL%[GJ_!?9FPP'^6LKY_ MEK*^?Y:ROG^6LKY_EK*^?Y:ROG^6LKY_EK*^?Y:ROG^6LKY_EK*^_YPS%/^: M02;_H$$R_Z@_//^P/D7_MT%-],!%4^K)3E;BU5I7TM%>:\3)9'VVP6J,JKMO MF9^U=*26L'JLC:R`LH:IA[=_IXZ[>J:6OG>EH+]TIJV_=Z&QOWJ=LKYZG;*^ M>IVROGJ=LKYZG;*^>IVROGJ=LKYZG;*^>IVROGJ=LKYZG;*^_YTS%/^;02;_ MHC\Q_ZH\.O^S/$+[NSY)\,9$3>;23TWN=Y4;JS96WR?U&*(E-!HDXK,;YN"QW>B M?,-^J';`A*QROHJO;[R1L6V\F+)KNZ&S:KNMLF>ZMK1GNK:T9[JVM&>ZMK1G MNK:T9[JVM&>ZMK1GNK:T9[JVM&>ZMK1GNK:T_Y\R%/^@.B3_JC0L_[4R,?/# M,C/CU#@PT^$\/\;H0E*YY4ACK.)-?>,9] MI'3$@Z=PPHBI;L&.JVS`E*QJOYNM:;^EK6B_KJUHOZZM:+^NK6B_KJUHOZZM M:+^NK6B_KJUHOZZM:+^NK6B_KJUHOZZM_Z`P%/^C-B+_KS`H^[PM*^C-+"C5 MX#`PQ^DX1+GL/E>LZ45GGN=+=9+@4X")V5Z)@M1HD7S0<99XS'>;=,I]GG#( M@J%NQX>C:\6+I6G$D*9HQ):G9L.>J&7#I:AEPZ6H9<.EJ&7#I:AEPZ6H9<.E MJ&7#I:AEPZ6H9<.EJ&7#I:AEPZ6H_Z$O%/^H+Q__M2HB\,8D(=C=(R#(Z2TU MNO(U2:SQ/%J>\$-IDNA,=8CA57^!VV&'>]=JC7;3<9%RT7>5;\]\EVS-@)IJ MS(6;:,N)G6;*C9YER9*?8\F8H&+(GJ%BR)ZA8LB>H6+(GJ%BR)ZA8LB>H6+( MGJ%BR)ZA8LB>H6+(GJ%BR)ZA_Z,M%/^N*1KXOR`:WM88$\GH(B6Z]"LZK/@T M39[W/%R2\49IB.E0SYF87L^9F%[/F9A>SYF87L^9F%[/F9A> MSYF87L^9F%[/F9A>SYF8_Z0C%O6E(U;UI2-6]:4C5O6E(U;UI2-6]:4C5O6E(U;UI2- M6]:4C5O6E(U;UI2-_[`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`H\UL MQ:/(;L:BR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:B_XTM M#O^,/AW_BDPN_Y)3._^45TC_E5Q4_9-B8/61:FOOC7)VZ8E\?^2%A(;@@(N- MW'R1DMIYEY;8=IR9U7.@F]1QI9W3;ZF?TFZNH-)MLZ'1;+FBT6O`H\ULQ:/( M;L:BR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:B_XTM#O^, M/AW_BDPN_Y)3._^45TC_E5Q4_9-B8/61:FOOC7)VZ8E\?^2%A(;@@(N-W'R1 MDMIYEY;8=IR9U7.@F]1QI9W3;ZF?TFZNH-)MLZ'1;+FBT6O`H\ULQ:/(;L:B MR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:B_XTM#O^,/AW_ MBDPN_Y)3._^45TC_E5Q4_9-B8/61:FOOC7)VZ8E\?^2%A(;@@(N-W'R1DMIY MEY;8=IR9U7.@F]1QI9W3;ZF?TFZNH-)MLZ'1;+FBT6O`H\ULQ:/(;L:BR&[& MHLANQJ+(;L:BR&[&HLANQJ+(;L:BR&[&HLANQJ+(;L:B_XTM#O^,/AW_BDPN M_Y)3._^45TC_E5Q4_9-B8/61:FOOC7)VZ8E\?^2%A(;@@(N-W'R1DMIYEY;8 M=IR9U7.@F]1QI9W3;ZF?TFZNH-)MLZ'1;+FBT6O`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`M#O^0/A[_E4DL_YM*./^>3$/_H4]/_Z)46OJA M667SH%]O[)UF>>:8;X/@DWF,VXZ"D]:'BIO2@9*ASWR:ILIXHJK'=:NMPW.T MK[]SO+"W=;RPL'>[L*IXN["G>;RPIWF\L*=YO+"G>;RPIWF\L*=YO+"G>;RP MIWF\L*=YO+"G>;RP_Y$M#O^1/A[_ED@L_YQ(-_^@2D+_HTU-_Z126/NE5V/T MI%UM[J%C=^B>:X#BF'6)W))^DM.,AYK,AH^AQH"7I\%\GJR]>::ON7:OL;=V MNK*O=[JRJGFZLJ5ZNK*B>[NQHGN[L:)[N[&B>[NQHGN[L:)[N[&B>[NQHGN[ ML:)[N[&B>[NQ_Y$M#O^1/A[_F$GW.'U)A]D,N1A)K$BHRBOH23J+B`FJVT?**PL'JKLZUYM;2H M>KFTI'NYM*!]N;.=?;JSG7VZLYU]NK.=?;JSG7VZLYU]NK.=?;JSG7VZLYU] MNK.=?;JS_Y(M#O^2/A[_F$8K_YY&-O^C1T'_ITE+_ZI.5?JK4U[RK%EHZ:Q@ M<>*I:'K9I7.#S9QZC\65@9J]CHBBMXB0J;&$EZZL@)^QJ'ZGM*5]L;6A?;BV MG7ZXM9I_N;29@+JSF8"ZLYF`NK.9@+JSF8"ZLYF`NK.9@+JSF8"ZLYF`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`,_^I03S_KT1%^K1(3/"Z3E/GOU99WL)@8,^[9G'#LVR!N*MR MCJZD>)BEGGZAGIJ$J)>6C*Z1DY2RC)&%C[&XA8ZVMX:-N+:'C+BU MAXRXM8>,N+6'C+BUAXRXM8>,N+6'C+BUAXRXM8>,N+6'C+BU_Y0L#O^4/1[_ MG4`I_Z0^,O^K/SO_L4)"^+A'2>V^3D_EQE=3VL9>7\N^9'&^MFJ`LZ]PC:FI M=IB@HWRAF)^"J)&;B:V*F9*RA9::M8&5I+=_E:ZW?I2WMX&1M[:"D+BU@I"X MM8*0N+6"D+BU@I"XM8*0N+6"D+BU@I"XM8*0N+6"D+BU_Y0L#O^4/1[_GC\H M_Z8],?^M/CG_M$%`]+Q&1>O$34GBSEA+T\I<7L;"8W"YNFA_KK1NC*.N=)>: MJ7J?DJ6`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`;U3LA'!3ZXAQ4NN, M<5'JD7)0Z95S4.F55?AR7U3W=F!2]GEA4?9]8E#U@&-/](1D3O2'9$WS MC&5,\Y!F3/.09DSSD&9,\Y!F3/.09DSSD&9,\Y!F3/.09DSSD&9,\Y!FQ,(& M`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`_Z-02OZC553VHEQ=[Z!B9^B< M:7#AEG1YVI!]@M&)AHO*@HV3Q7V5F,2EH7C$I:%XQ*6A>,2EH7C$I:%XQ*6A>,2E M_X@G"?^(.!?_DT$B_YM$+/^@137_HTD__Z5.2/NG5%'SIEI;ZZ5@9..B:&W< MG7-VT95Z@LF-@HO"AXJ3O(*1FK=]F9^R>J&CKW>IIJMVLZ>I=L"HI'?"J*%Y MPJ>=>L.GFWK#IIMZPZ:;>L.FFWK#IIMZPZ:;>L.FFWK#IIMZPZ:;>L.F_X@G M"?^).!?_E4`A_YU"*_^B1#3_I4@]_ZA,1OBJ4D_OJUA7YZM?8."H:6G4H7!U MRYEX@<*2?XN[BX:4M8:.FJ^"E:"J?IVDIGNFIZ-ZL*F@>;RJG7K!J9I\P:F8 M?<*HEGW"IY9]PJ>6?<*GEGW"IY9]PJ>6?<*GEGW"IY9]PJ>6?<*G_XDG"?^) M.!?_EC\A_YY!*O^C0C/_IT8[_JM+1/6N44SLL%=4Y+%>7-NM:&;/I6YUQ9UU M@;R6?(NUD(.4KHJ+FZB&DJ"C@IJEGH"BJ)M^K*J8?KBKEG[`JY1_P*J3@,&H MDH#"J)*`PJB2@,*HDH#"J)*`PJB2@,*HDH#"J)*`PJB2@,*H_XDG"?^*.!?_ MF#\@_Y\_*?^E03+_JD4Z_*Y)0?*Q3TGIM590X;=?5]6Q967*J&QTP*%S@+>: M>HNOE(&4J(^(FZ**CZ"EEX2@J)2"J:J1@K6KCX*_JXZ#P*J-@\&IC8/! MJ(V#P:B-@\&HC8/!J(V#P:B-@\&HC8/!J(V#P:B-@\&H_XHG"?^+.!?_F3X@ M_Z$^*/^F0##_K$,X^;%(/_"U3D7GNE5+WKM>5-"T9&7%K&MSNZ1Q@+&>>(JI MF'Z3HI.%FIN/C:"6C)6ED8F=J(V'IZN*A[*LB(>_K(B'P*N(AL"IB(;!J(B& MP:B(AL&HB(;!J(B&P:B(AL&HB(;!J(B&P:B(AL&H_XHG"?^,-Q?_FST?_Z(] M)_^H/R__KD(V][1'/.VZ34'DP%9&V;]<4\NW8V3`KVESMJAO?ZRB=8JDG'R3 MG)B#FI64BJ"/D9*EBHZ;J(:-I*N#C*^L@8V]K(*,OZN#BL"I@XK!J8.*P:F# MBL&I@XK!J8.*P:F#BL&I@XK!J8.*P:F#BL&I_XLG"?^.-Q?_G#P?_Z,[)O^J M/2W_L4`S]+A%..J_3#SBQU5`T\):4L>Z86.[LV=RL*UM?J>GH7J2EIV` MF8^:B)^)EY"DA)28J'^3HJI\DJVK>I*ZK'N1P*M]C\&I?H[!J'Z.P:A^CL&H M?H[!J'Z.P:A^CL&H?H[!J'Z.P:A^CL&H_XPG"?^/-A;_G3H>_Z4Z)?^M.RO\ MM#XP\;Q#-.?%3#;>RU(_SL994<*^8&*VN&9PJ[%L?:&L)/"J'B3PJAXD\*H>)/" MJ'B3PJAXD\*H>)/"J'B3PJAXD\*H_XPG"?^1-1;_GS@=_ZI2X;H2+M'2-@[%ZE'RN@9IUK(B> M<*N1HFNIFZ1HJ::F9JFSIF:JPZ5II,2E:Z'$I6NAQ*5KH<2E:Z'$I6NAQ*5K MH<2E:Z'$I6NAQ*5KH<2E_XXF"?^7,Q3_HS0:_ZTS'OZX,B#PQ34@X],_'-C> M12;*VTTZO=-43+#.6UVCR6%KF,1G=XW`;(&$O7*)?+IXD'6X?Y9OMH>::K60 MG66TFJ!BLZ6A8;2QHF"UPJ%BK\:B9*O&HF2KQJ)DJ\:B9*O&HF2KQJ)DJ\:B M9*O&HF2KQJ)DJ\:B_Y`F"?^;,1+_IC$7_[$N&O>^+1KGSC$7V=XY&W()A+:W"D.S.0V'<'F0"ZVXT@^ MJN!.3)[=5EF2VEUEB-9C;W[4:GAVTG!_;M!WA6C/?XECSH>-7\Z0D%O-FI)9 MS:635\ZRDU;/PI-6R]"45\7/E5?%SY57Q<^55\7/E5?%SY57Q<^55\7/E5?% MSY57Q<^5_Y,F"?^C+`[_L"8/]<`?#=_5&P?-Y"<3P>LT([7J/3.IYT5"G>5+ M4)'C4ER&XEAF?.!?;G3?9G5LWFUZ9MYU?V'=?8)=W(:%6MN/B%C9F(I6V*&+ M5-BLBU38MXQ3V,F+4];6BU/6UHM3UM:+4];6BU/6UHM3UM:+4];6BU/6UHM3 MUM:+_YQ+4H;L M4EQ\ZUED<^M>:VKJ9'!EZ&QU8>9T>%[D?'M;XH-]6>"+?U;?DH%5WIJ#4]ZB M@U+=JH11W;:$4=V_A%'=OX11W;^$4=V_A%'=OX11W;^$4=V_A%'=OX11W;^$ M_Y\A!O^P&P7IQ0T#T-D+`L#N&`RS]B8MT<%KJ>G-8Z(%T5N>'=E3FC7A3Y91Y4>2;>E#D MH7M/XZI\3N.P?$[CL'Q.X[!\3N.P?$[CL'Q.X[!\3N.P?$[CL'Q.X[!\_Z@< M`NN\#`'-S`D`P>`,!++Z&1"E_"<@FOTR+H_]/3N%_D5%>_]-3G+_5%5K^UI: M9/A@7V#V9V)<]&UE6?)R9U?Q>&E5\'YJ4^^#;%'NB6U0[8]N3NR4;TWKFG!, MZZ%Q2^JF\.!J3_&Q.9_RDACO\T+H3_/SE[_T=!9DCSGF9(\YYF2/.>9DCSGF9(\YYF2/.>9DCSGF9(\YYFS;L%`+W'!@"Q MV`?\X)6[_/BUF_T4R7_],-UG_4CM5_U@^4?]=0$__8D), M_V9#2O]J1$G_;D5'_W)&1O]V1T7_>DA#_WY(0O^"24'_ADI`_XM+/_^/2S__ MCTL__X]+/_^/2S__CTL__X]+/_^/2S__CTL__X]+K\8"`*+6`@"6]PH"B_\6 M!X+_)`]W_RT7;/\S'F/_.B1<_T(H5O])+%'_3R]._U4Q2_]:,TC_7C5&_V(V M1/]F-T/_:3A!_VPX0/]P.3__NMDJGSJ8J]]Z6&U?NA@NW_H7\.`YU_+@>9>U8'@8-N!UV+>@=1CWX'48]^! MU&/?@=1CWX'48]^!U&/?@=1CWX'48]^!_W4D!O]V-1#_=T,<_X!*)_^%4C/_ MAED^_X5@2/^!:%+_?&]:_'=Y8O=S@VCT;XQN\6R3NMD MJGSJ8J]]Z6&U?NA@NW_H7\.`YU_+@>9>U8'@8-N!UV+>@=1CWX'48]^!U&/? M@=1CWX'48]^!U&/?@=1CWX'48]^!_W4D!O]V-1#_=T,<_X!*)_^%4C/_AED^ M_X5@2/^!:%+_?&]:_'=Y8O=S@VCT;XQN\6R3NMDJGSJ M8J]]Z6&U?NA@NW_H7\.`YU_+@>9>U8'@8-N!UV+>@=1CWX'48]^!U&/?@=1C MWX'48]^!U&/?@=1CWX'48]^!_W8D!O]W-1#_>4(<_X)))_^'43+_B%@]_X=? M2/^#9E'_?FY:^WEW8O=U@FGT<8IN\6V2<^YKF7;L:)]YZV:D>^IDJGWI8Z]_ MZ&*U@.=AO('G8,2"YE_.@N-?UX/<8=N#TF/=@\]DW8//9-V#SV3=@\]DW8// M9-V#SV3=@\]DW8//9-V#_WD?NAFJH#G9+""YF*V M@^5AOH3E8,>%Y6#3A=UBV8739-R%S&7;ALEEVX;)9=N&R67;ALEEVX;)9=N& MR67;ALEEVX;)9=N&_W@D!O]X-1#_?D`;_XA')O^-3C'_CU4\_XY;1O^+8E#_ MAFE9_(!Q8O=[>VGS=H5P[W*.=>QNE7GJ:YQ]Z&FC@.=FJ8+E9;"$Y&.WA>1B MP(?C8&GR>8)P[W2+=NMPDWOI;9M_YVJB@N5GJ83D9;"&XV2YB.)BPXGB M8M"*V&38BLYFV(K'9]>+P&C6C+YIUHR^:=:,OFG6C+YIUHR^:=:,OFG6C+YI MUHR^:=:,_WDC!O]Z-!#_@SX;_XU%)?^33"__E5$Z_Y171/^274[_CF58_(AK M8?>"=&GR?']P[G>(=NMSD7SH;YF`YFNAA.1HJ8?B9K&)X62[B^!CQXS<8]2, MSV;6C,=HU8W`:=2.NFK4CKAKU(ZX:]2.N&O4CKAKU(ZX:]2.N&O4CKAKU(ZX M:]2._WHC!O][-!#_A3T:_X]$)/^62B[_ETXX_Y=40O^56DS_DF%6_(YI7_:' M<&CR@7IP[7N%=^IVCGSF<9>!XVV?AN!JJ(G=9[",VF:[C=9EQX[19M2/QVC3 MC[]JTY"Y:]*1LVS2D;)MTI&R;=*1LFW2D;)MTI&R;=*1LFW2D;)MTI&R;=*1 M_WLC!O]\-!'_B#P:_Y)#)/^82"W_FDPW_YI20?^96$K\EU]4]I-F7?"-;F;K MAW=OYH"!=N%[BWW<=9.#UW&=[FLR9E'K,F91ZS)F4>LR9E'K,F91ZS)F4>LR9_WXB!O^",A#_DC<7_YP] M'_^A0"?_ID0N^ZE)-?&L3SSIKE5#X:]=2]6H9%G+H6MGPIES<[F3>GVRC8&% MK(B)C*:$D)&A@)B6G7V@FIE\JIR6>[:=E'O$GI)\RIV1?FI*`IYV/?[*>C8#!GHR`R9Z+@,J=BH#+FXJ`RYN*@,N; MBH#+FXJ`RYN*@,N;BH#+FXJ`RYN*@,N;_W\B!O^%,`__E386_Y\['?^E/23_ MJT$J];!%+^RU3#3CNE0YV+=92,NO85C!J&AFMZ%O;FHN%I9V(A+"?AH2^GX6%R9Z%A,F=A83*G(6$RYN%A,N;A83+ MFX6$RYN%A,N;A83+FX6$RYN%A,N;_X`B!O^'+P__ES46_Z`Z'/^G/"+^K3\G M\[-$+.FZ2S#AOU(UT[I81\>S7U>\K&9ELJ5M<:F?>(^XGW>0R9YYCLJ=>HS+FWN,RYM[C,N;>XS+FWN,RYM[ MC,N;>XS+FWN,RYM[C,N;_X$B!O^++0[_FS04_Z0W&?^L.![XM#HA[;U`(^3& M22/7QTPSR<%51;VZ7%6RM&-CJ*YI;Y^I;WF6I7:"CJ%\B8>=@X^!FXN4?)B4 MF'>7G9MSEJB=<9:UGG"6QIURE,J<=)++FW61RYIUD0JW2`B*=ZAX&D@8U[HHF2=:"1EG"> MFYEMG::;:IVSG&F>PYQKG,N;;IC,FF^7S)EOE\R9;Y?,F6^7S)EOE\R9;Y?, MF6^7S)EOE\R9_X,A!O^0*PW_H#,1_ZDR%?VS,1?POC07Y0;ZB/DVJGF99G MIJ289*:QF6.GP9EDI[=V@72U?8=NLX6+:+*.CV2QF))AL*.4 M7K"PE5VQOY5=L="48*K0E&&HT)1AJ-"48:C0E&&HT)1AJ-"48:C0E&&HT)1A MJ-"4_X8A!O^7*`K_IBP-_[$H#O+`)@SCT"@'U-\R"\G?/AF]VTG*&P75WB`$R>4P#[[C/1VTX48LJ-Y..IS:54B1 MUEM5AM-A8'S09VETSFYP;@O%++G.B*GY4,QF^-*/I#A4$J&WU=4 M?-Y>773=961LVVQJ9MMT;V':?'-579F'M3VJ-\4=JP?5#;OGU0 MW--\4-3@?E'0X']1T.!_4=#@?U'0X']1T.!_4=#@?U'0X']1T.!__Y4:`_^I M'P/[NA("U,T+`,GF#P*\[2`+L.TN&:7L.2>:ZT(UC^I)087I4$M[Z%=3FQ7YX)N4^>+<5#GE7).Z)]T3.BJ=4OHM79*Y\-V M2NC==DODX'5+Y.!U2^3@=4ODX'5+Y.!U2^3@=4ODX'5+Y.!U_YT6`?^Q$@'3 MPPD`Q]$*`+OR$02O\R$/H_,N'9GS.2J.\T(VA/-*07OS4DER\U=0:?-<5F/S M8UI=\VE>6?-P857S=V-2\W]F3_*'9TWPCVE+[YAK2N^@;$GNJ6U([K-M1^W` M;D;MQVY&[<=N1NW';D;MQVY&[<=N1NW';D;MQVY&[<=N_ZOU,/G']445H_59+8?Y;3US^8E-7 M_FA65/UO6%'[=5I.^GQ<3/F#74KXBE](]Y%@1_:984;VH&)%]:=C1/2Q9$/T MM61#]+5D0_2U9$/TM61#]+5D0_2U9$/TM61#]+5DUK($`,2^!@"WS`8`K-P) M`:#_%@B5_R44B_\R'X+_/"EY_T4R;_]*.6?_3S]?_U5#6O];1U7_84I2_V=, M3_]L3DW_1PXUKF<-Q=Z'#<7>APW%WH<-Q=Z'#< M7>APW%WH<-Q=Z'#<7>AP_VHD!/]I,@K_;#X4_W9&'O][32G_?%4S_WI=/?]V M9D;_<6Y-_VUY5/]JA%K^9HU?^V.58OEAG&7X7Z)H]UZH:O91PXUKF<-Q=Z'#<7>APW%WH<-Q=Z'#<7>AP MW%WH<-Q=Z'#<7>AP_VHC!/]I,0K_;CX4_W=%'O]\32C_?E0S_WQQ9X7'F6N1QX%SG<=A=Z''87NAQV%[H<=A>Z''87NAQV%[H M<=A>Z''87NAQ_VLC!/]J,0K_<3P4_WI#'?^`2RC_@5,R_X!://]\8D7_=VI. M_W%T5?]N?UO]:HE@^F:29/ADF6CV8:!K]5^G;?->K6_R7+-P\ENZVA-_W1Q M5?]P?%O\;(=A^6B09O=EF&GU8Y]L\V&F;_)?K''Q7;-R\%R[=.];Q77O6M!U MZEK?=N)5WRF'E=\IAY7?*8>5WRF'E=\IAY7?* M8>5W_VTB!/]L,0O_=CH4_X!!'?^%2"?_B$\Q_X=7._^$7D3_?V9-_WAN5?]S M>5S\;H1B^6J-9_9GEFOT9)YN\F*E-Q?XWC28.1XRV'D><1CXWK$8^-ZQ&/C>L1CXWK$8^-ZQ&/C>L1CXWK$8^-Z M_VXB!/]M,0O_>#@3_X,_'/^)1R;_BTXP_XM5.?^(7$/_@V-,_WUK5/]V=5S\ M>QM)A MXWO*8N)\Q&/B?;YEX7V]9>%]O67A?;UEX7V]9>%]O67A?;UEX7V]9>%]_VXB M!/]N,`O_>S<3_X8^'/^,127_CTPN_X]3./^-6D'_B&%+_X-I4_I\<5OW=GQB M\W&':/!MD&WM:9EQZF:A=>ACJ7CF8;)ZY&"[>^)?QWS@7]I]U&+A?# M:.=RC&[D;95SX&J==]UGIGK:9:Y\UF.X?M-BPX#18M.!RF3?@<%EWH*[9]V" MM6C=@[!IW8.P:=V#L&G=@[!IW8.P:=V#L&G=@[!IW8.P:=V#_W`A!/]R+PO_ M@302_XP[&O^30R+_ETLK_Y=1-/^65SWZDUU&\XYD3^Z(:UCH@G5@XWQ_:-YW MB6[9=!KH7W,:*F`R6:R@L=EO8/%9>/:57AB7->VX)\9M-\A6_- M=XUUR7*5>L5OG7_!;*6"OFJMA;MIN(>Y:<2(MVG8B+!KV8BK;-F(IVW9B*-O MVH>C;]J'HV_:AZ-OVH>C;]J'HV_:AZ-OVH>C;]J'_W$@!/]V+`K_AC(1_Y(Z M&/^90B#_G$4CCPG5A`Z9I?2>*59U+:CW!0?+MTF("W<:"$M&^IA[%MLXFN;+^*K&S/BZANUXND;]B*H'#8BIUQV8F= M<=F)G7'9B9UQV8F=<=F)G7'9B9UQV8F=<=F)_W(@!/]X*PK_B#`0_Y0Y%_^; M01[_GT4E_:%*+?2B4#3LHE8\Y*!<1=R;94_2DVUF^VA8)WL(&)?:M] MD8*F>9F&HG>ABI]UJXV<=+:.FG3%CYAUU(Z5=M6-DW?5C9)WUHN2=]:+DG?6 MBY)WUHN2=]:+DG?6BY)WUHN2=]:+_W,@!/]\*0G_C2\/_Y@X%?^?/1O_I$$A M]ZA&)^VK3"WEK5(SW*I9/]"C84W&G&E:OI5P9;:/=V^OBG]VJ86&?:2!CH*? M?I:'FWN>BY=YJ(Z4>+./DGC!D)!YTY"/>M2/CGK5C8Q[UHR,>]:,C'O6C(Q[ MUHR,>]:,C'O6C(Q[UHR,>]:,_W0?!/]^*`G_CBX._YLX%/^A/!G_IS\?]*M$ M).JO2BGBLU$NUJY7/LNG7TW!H&=:N9EN9;&3=6ZJCGQVHXJ#?9Z&BX*9@Y.' ME(";BY!^I8Z-?;"0BGV]D8E^T)&(?M./B'[4CH=^U8V'?M6-AW[5C8=^U8V' M?M6-AW[5C8=^U8V'?M6-_W0?!/^`)PC_D"X._YTW$_^C.AC\J3T<\:]"(.>T M2"3?MTXLT;%5/<>J7DR]HV59M)UL9*N76Y1A_: MNTLKS;14/,*N7$NXIV-8KZ%J8Z:<<6V?EW=UF)-^?)*0AH*,C8Z'AXJ6BX.( MH(Y_AZN0?8>XD7N'R9%\A].0?(;4CWV%U8U]A=6-?875C7V%U8U]A=6-?875 MC7V%U8U]A=6-_W4?!/^$)0C_E"T,_Z`U$/^H-A3VKS@7Z[<]&.*_11G5ODDJ MR+A3.[VQ6TJSJV)7JJ9H8J&A;VR9G'5TDIA\>XR5@X&&DHN&@9"4BWR.GHYY MC:B0=HRUD72-QI%UC=.0=HO4CWB)U8UXB=6->(G5C7B)U8UXB=6->(G5C7B) MU8UXB=6-_W8>`_^&)`?_ERP+_Z(R#_^K,Q'RLS43Z+PZ$][%/Q?0P4@IQ+M1 M.;FU64BNL&!5I:IG89RF;6N4HG1SC9YZ>H:;@8"`F(F%>Y:2B7:4FXURDZ:/ M;Y.SD&Z3PY!ND]./<)'4CG*.U8URCM6-`_^)(@?_F2P*_Z4P#?RN+P[ON#$.Y,,W#=G*.Q;+Q48GO[]0.+.Z M6$>IM5]4G[!E7Y:L:VF.J')QAJ5X>("B?WYZGX>#=)V/B&^;F8MLFJ2-:9JP MCF>;P(YGF]6.:9C5C6R4UHQLE-:,;)36C&R4UHQLE-:,;)36C&R4UHQLE-:, M_W@>`_^,(0;_G2L(_Z@L"OBS*@OJORL)X,PR!M'..17%R44EN<1.-JZ_5D6C MNUU2F;9C79"R:6>'KW!O@*QV=GFI?7QSIX2!;J6-A6FDEXAEHZ**8Z.NC&&C MOHQ@I-*+8Z#7BV6;1TWAML(-]:*^+@6.NE81?K:"&7:VMAUNMO(=: MKM"'7*K:AU^EVH=?I=J'7Z7:AU^EVH=?I=J'7Z7:AU^EVH=?I=J'_WX:`_^4 M'P3_I28%_;$@!.S!&@/?TQG-GNX)W8KJ*>UZYE'Y:N)^`6+BL@5:YNX%5NL^! M5K;>@EBPW8)8K]V"6*_=@EBOW8)8K]V"6*_=@EBOW8)8K]V"_X07`O^9'`+_ MJA\#];D5`M[-#`#0WQ(`Q>`F!;O?-@ZPW4`=I-E)+9C543N-T5A(@\]>4GO, M95ISRVMA;,ER9V;(>6QAQX%P7<:*=%G&E'96Q9]X4\:L>5+&NWI1Q\]Y4<3C M>E.\XGQ3O.)\4[SB?%.\XGQ3O.)\4[SB?%.\XGQ3O.)\_XH4`?^?&`'_L!0! MV,,*`,[1"@#$Y10!N>0F"*[D-!.DXC\@F>!'+8_>3SF%W%9$>]I=3'/99%1L MUVM:9M9R7V'5>61=',(/F3CIZY51#<>1:2FGD85!DXVA5 M7^-P65KC>%Q6XX!?4^.)8E#CDV1-Y)UE2^2I9TKEMF=)Y<9G2.;?9TK@[&=* MW^QG2M_L9TK?[&=*W^QG2M_L9TK?[&=*W^QG_YP-`-NQ!@#*O0<`O\H'`+7: M"@"J[QD%H/`H#Y;P-1N,\#\F@O!',7GP3CEP[U1`:.]:1F'O8$M=[V=/6.]N M4E3O=551\'U73O"%64OPCUM(\9E<1O&C7D3RKU]#\KM?0O/,8$'SYV!!\^A@ M0?/H8$'SZ&!!\^A@0?/H8$'SZ&!!\^A@WJ<"`,NV!0"]P04`LL\'`*?J#0&= M]QP'E/@K$HKX-AR!^4`F>/I(+V_Z339G^E,\8/I80%O[7T16^V5'4OML24_\ M_U$U6/]7.%/_73M/_V,^3/]H0$G_;D%& M_W5#0_]\1$#_A$8]_XQ'//^42#O_G4DZ_Z5*.?^M2SC_N4LX_[E+./^Y2SC_ MN4LX_[E+./^Y2SC_N4LX_[E+OK4"`+#``@"DS@,`E]X%`(__%`*&_R,(??\N M$'/_-1AJ_SP>8O]")%O_2"A5_TXL4/]4+TS_6C%(_U\S1?]D-4+_:C8__W`W M/?]V.3O_?#HY_X,[./^+/#;_DSTU_YH^-/^A/C/_JC\S_ZH_,_^J/S/_JC\S M_ZH_,_^J/S/_JC\S_ZH_L;H!`*/(``"6U@``B_0)`8/_%@)Y_R`&;_\H#&?_ M,!)?_S<76/\^&U+_1!],_THB2/]0)$3_529!_UHG/O]?*3O_9"HZ_VDK./]N M+#;_="TT_WHN,_^!+S'_B#`P_X\P+O^6,2W_GC(M_YXR+?^>,BW_GC(M_YXR M+?^>,BW_GC(M_YXRI,(``);/``"(WP``@/\,`77_$@)J_Q@#8O\A!UK_*0M3 M_S$/3?\X$DC_/A5#_T07/_]*&3S_3QHY_U,;-_]8'#7_7!TS_V$>,?]E'S#_ M:B`N_W`@+?]V(2O_?"(J_X(C*/^((R?_D"0G_Y`D)_^0)"?_D"0G_Y`D)_^0 M)"?_D"0G_Y`D_V`E!/];,`;_83H-_VI!%O]O2A__<5(I_V];,O]K9#K_9VY! M_V1Z1_]@A$S_78Y0_UJ64_]8GE;_5Z58_U6K6O]4L5O_4[=<_U*^7?Y1QU[\ M4=%?^U#@7_A0Z5_S4>U?[E/P7^A4\5_D5O)?Y%;R7^16\E_D5O)?Y%;R7^16 M\E_D5O)?_V`E!/];,`;_8CD-_VQ`%O]Q21__J7/Y6L%[]5+=?_5._8/Q3R6'Z4M9B^%'D M8O-2ZF+M5.YBYE;O8N!8\&+;6/%CVUCQ8]M8\6/;6/%CVUCQ8]M8\6/;6/%C M_V(E!/]=+P;_9S8-_W$^%?]W1A[_>$XH_W=6,?]T7SK_;FA!_VIS2/]F?D[_ M8HE3_U^25O]+P;_:C4-_W0\%?]Z1![_?$PG_WM4,/]W7#G_T[_9(93 M_V"06/]=F5O^6Z%>_5FH8/Q8L&+[5KAC^E7!9/E4S67W4]YF\E3G9NI6ZV;B M6>YFVEKN9]%;[VC,7/!HS%SP:,Q<\&C,7/!HS%SP:,Q<\&C,7/!H_V,D!/]? M+@;_;3,,_W-9[&C:6^UI MT%SN:LE=[FO%7NYKQ5[N:\5>[FO%7NYKQ5[N:\5>[FO%7NYK_V0C!/]A+0;_ M<#(,_WLX%/^!0!S_A$DE_X11+O^!63?_?&%`_W9I2/]PUMR%[L M;L)?[&Z^8.QOOF#L;[Y@[&^^8.QOOF#L;[Y@[&^^8.QO_V4C!/]D*P;_7--NV5WF;LY>ZV_&7^IQOV'J<;IB MZ7*V8^ERMF/IBP*_X8T$?^- M/1G_D44@_Y)-*/V14S'VCEHZ\(EA0NJ#:4OE?G13X'A]6MISAF#4;H]FT&N7 M:LQHGV[)9J=QQV2O<\1CN77"8L9VP&+:=[IDYG>S9>5WKF;E=ZIHY7>H:.9W MJ&CF=ZAHYG>H:.9WJ&CF=ZAHYG>H:.9W_V_Y=+)OB64B[QE%@VZI!>/^2*9TC=A'%0U7UY6L]X@F'*K%GXWJK:.-ZIVKC>J-KY'FA:^1YH6OD M>:%KY'FA:^1YH6OD>:%KY'FA:^1Y_V@A!/]O)`7_@"D)_XPS#_^4.Q;_F4,< M_9M)(_2;3RKLF54SY99<.]Z19474B6U0S(-V6L=]?F'!>(9HO72.;;AQEG*U M;IUUL6RF>*YKKWNL:KM\JFG*?:AJX7VC;.)\GVWB?)QNXGN:;N-[FF[C>YIN MXWN:;N-[FF[C>YINXWN:;N-[_VDA`_]Q(P7_@B@)_X\R#O^7.Q3_G$(:^9Y& M(/"?3"?HGU(NX)U:-M:5843-CFI/QHAR6;^">F*Y?8)HM'F*;K!VDG.LJ5OJWVB;K9^H&W%?YYNVW^;;^!^F'#A?I9QX7V4<>)\E''B?)1QXGR4 M<>)\E''B?)1QXGR4<>)\_VDA`_]T(@3_A2@(_Y$Q#?^:.A+_GS\7]:)$'>RD M2B/DI%`IVZ%7-<^:7T/'DVA/OXQP6;B'=V&R@G]HK7Z&;JEZCG.D=Y9XH'6> M>YUSJ'Z:.!^BGC@?HIXX'Z*>.!^BGC@ M?HIXX'Z*>.!^_VH@`_]X'P3_B28'_Y8P"_^?-P_ZI#H3[ZD_%^:M11K!;IN#B'27@)!XDGZ9?(Y\HG^+ M>JV"B'JZ@X=ZRX.&>]Z"A7O>@85[WX"%>^!_A7O@?X5[X'^%>^!_A7O@?X5[ MX'^%>^!__VL@`_]Z'@3_BR8&_Y@O"O^A-0WWIS@0[*T\$^.R0A;7L4@7]_WX"`?N!_@'[@?X!^X'^`?N!_@'[@?X!^X'^` M?N!__VP@`_]\'`/_C24&_YHN"?^C,POTJC0-Z;$Y#]^W/Q+2M$8BQZY0,;VH M63^SHF!+JYUG5J.8;E^X2U M@WF$Q81XA=V#>83>@7J#WX!Z@N!_>H+@?WJ"X']Z@N!_>H+@?WJ"X']Z@N!_ M_VT?`_]^&P/_CR0%_YTL!_ZF,`GPKC$+Y;8U"]N\.1'.MT4@P[)/,+BL5SZO MIU]*IJ%E59Z=;%Z7F7-FD)5Z;(J2@7*%D(EW@(V1?'N+FW]WBJ6"=(FR@W*) MPH-RBMJ#@72'WX!UAN!_=8;@?W6&X']UAN!_=8;@?W6&X']UAN!__V\> M`_^`&P/_DB,$_Z`K!OJI+`?MLBP'XKPQ!]7`-A#)NT,?OK9-+K2P5CRJJUU) MH:9D5)FB:EV1GG%EBIMX:X28?W%_EH9V>9./>G61F'YQD*.!;I"O@FR0OX-K MD=6";8_>@6^-WX!PB^!_<(O@?W"+X']PB^!_<(O@?W"+X']PB^!__W$<`_^# M&0+_E2$#_Z,I!?:M)P7HMR8$WL,J`]##-0[$OT$=N;I,+:ZU5#NEL%M'FZQB M4I.H:5N+I6]CA:)V:GZ??&]XG(1T6^9EGQKEZ%_:)>M@&:7O(%EF-&` M9I;??VB3X'YJD>%^:I'A?FJ1X7YJD>%^:I'A?FJ1X7YJD>%^_W4:`O^'&`+_ MF"`#_Z8E`_*R(`/DOAX"U\DB`LK',PV^PT`FURI()R;:**=FBAE'EDH)]\89^K?E^@NGY?H,Y^7Y_A M?6*;X7UCF.)\8YCB?&.8XGQCF.)\8YCB?&.8XGQCF.)\_W@8`O^+%P'_G1T" M_:L>`NRX%P'>R!$`S\T?`L3,,`NXR#X9K<5(**/!43:8O5A"C[E?38:V959_ MLVM=>+%R9'*O>6ELK8!N9ZR)EJIN7I9JLQZ6*GD>END MY'I=H>1Y7:'D>5VAY'E=H>1Y7:'D>5VAY'E=H>1Y_WT5`O^0%`'_H1@!]K$4 M`-G!"P#2SPL`R-(<`;S1+@FQSCL7ILM&)9S(3S.1Q%8_B,%=28"_8U)XO&I9 M<;IP7VNY=V1FMW]I8;:';5VUD7!9M9QR5K2I=%2TN'13MIUCD4G]-$(I3032^*S50[@QO M4+GL;U"Y[&]0N>QO4+GL;U"Y[&]0N>QO_XD0`?^=#@#:KP@`S;L(`,3'!P"\ MU@L`L]\:`:K?*P>@WCD2EMU#'HS:2RJ"V%,U>=5:/W'3849JTFA,9=%O4F#0 M=E9;T'Y:5\^'75//D5]0SYQA3L^I8TS/N&-+T,MC3-#E8DK.\F5+R/)F2\CR M9DO(\F9+R/)F2\CR9DO(\F9+R/)F_Y(-`-ZF!`#.M`8`PK\&`+G,"`"PW0P` MI^4=`Y[E+0N4Y3D6BN1"(('C2BIWXE`S;^%8.VG@7T%CX&9&7M]N2EK?=4Y6 MWWU14M^&4T_?D%9-WYM72^"G6$G@M5E(X<992.'?64??\%E&W/5;1MSU6T;< M]5M&W/5;1MSU6T;<]5M&W/5;[9P$`-&M!`#"N`4`M\,%`*W1"`"D[1`!F^T@ M!9+M+@Z)[#H8@.Q#(7;L2BIN[%`Q9NM6-V#K7#Q;ZV1`5^MK0U/KR#2TKLC$U([)9.1>VA4$/MKE%"[KQ10>_,4D'OY5)`[?%10.WQ44#M\5%` M[?%10.WQ44#M\5%`[?%1U*4``,2R`P"VO`,`J\D%`*#8"`"7]!,!C_4D!X?U M,0]^]CL8=/9"(&SV2"=E]D\M7O=5,5GW6S55]V(X4?=H.TWX;SU*^'8_1_A^ M043YAT-"^9%%0/J;1C[ZID<\^[%(._N^23K\STDY_.-).?SC23G\XTDY_.-) M.?SC23G\XTDY_.-)QZT``+>W`@"JPP(`GM`$`)/C"0",_1@"A/XG!WO_,0]R M_S@6:?]`'&+_1B)<_TTF5O]3*E+_62U._U\P2O]E,D?_:S1$_W$U0?]Y-S__ M@3@\_XHZ.O^3.SC_G3PV_Z<]-?^Q/C3_OCXS_\H_,__*/S/_RC\S_\H_,__* M/S/_RC\S_\H_N+(``*J]``"=R@``D=@"`(C[#0%__QD"=O\D!F[_+0QF_S42 M7_\\%UC_0QM3_TD>3O]/(4K_521&_ULF0_]@)T#_9BD^_VLJ._]R*SG_>2TV M_X$N-/^*+S'_E#`P_YPQ+O^E,BW_KS,L_[!&'_)PA:_R\,5/\W M$$[_/A-)_T061?]*&$'_3QD^_U4;._]9'#G_7QTV_V0>-/]I'S+_<"`O_W/8"`&__#0%D_Q("7/\9`U3_(`1._R<&2/\O"$/_ M-@H__SP,//]"#CC_1P\U_TP0,_]1$3#_5A(N_UH3+/]?%"K_910H_VL5)O]Q M%B/_>1!1_TGK4?Y)\E+Y M2_=2\TWY4?_B?1!)0T-?4%)/1DE,10`%$NU/^E'F4/I2Y5#Z4N50^E+E4/I2 MY5#Z4N50^E+E4/I2_U!2^E7@4OI5X%+Z M5>!2^E7@4OI5_U@F`_]4,`7_73$'_V_VY2)_]J7"__968V M_V%Q//]=?4'_68A&_U:22?]4G$S_4J1._U"K4/]/LU'_3KM2_TW$4_]-SU3^ M3.!5^TSK5?A,]%7P3_=5Z5'X5>)2^%;;5/E7V53Y5]E4^5?95/E7V53Y5]E4 M^5?95/E7_UDF`_]7+@7_8"\'_VHV#?]Q/A7__W)1)O]O6B[_:F,V_V5N M//]A>D+_785'_UJ/2O]7F$W_5:!0_U2H4OY2KU/]4;=5_%#`5OI/RU;X3]Q7 M]4_I5_)/\U?J4O97X5/W6-I5^%G15OA:SU;X6L]6^%K/5OA:SU;X6L]6^%K/ M5OA:_UDF`_]:+`7_9"T'_VXS#?]U/17_>$8=_W=/)?]T6"W_<&`U_VIJ//]F M=D+_8H%'_EZ+2_M;E$_Y69U2^%>D5/96K%;U5+17\U.\6/)3QUGP4M5:[%+F M6NE3\EGA5/5;UU;V7,]7]UW(6?A=QUGX7<=9^%W'6?A=QUGX7<=9^%W'6?A= M_UHE`_]=*@7_9RH&_W(R#/]Y.Q3_?$4<_WQ-)/]Z52S_=5XT_V]G//QJY6^A6PUSF5M%ULS^79D.O5P;D'Q;'E( M[6B#3>IDC%'G8955Y5^=6.-=I5KA6ZU%IB%+=9I%7V6.96M5@H5W27ZA@SUVQ8LUO8?%GKF+Q9ZYB\6>N8O%GKF+Q9ZYB\6>N8O%G_UTD`_]F)`3_ M'%&VW-[3=5N M@U/0:HQ8S&>47_7\%HO5_0:;I@YFFU8>]JKV+O M:JMC[VJG9.]IIF7P::9E\&FF9?!IIF7P::9E\&FF9?!I_UXC`_]I(@3_=B,$ M_X(L"?^+-@[_CSX4_9%%&_213"+MCE,JYHI:,M^%93O7?FU%T'AV32($_X4K M"/^.-`S_DSP2^)9#&.^62A[GE5`FX)%8+M>*83K.A&I%R'YS3<)Y>U6^=8-; MN7&+8+5NDF2R;)IGKVJC:JQHK&RI9[9NIV?$;Z5GVF^B:.MOGFGL;YMJ[&Z9 M:^UMF&OM;9AK[6V8:^UMF&OM;9AK[6V8:^UM_U\C`_]N'@/_>R$$_X@J!_^1 M,@O_ESH/])I!%>N;1QKCFTTAVI95+<^/7CG(B6=$P8-O3;M^=U6V>7];L7:' M8*USCV6I<)9HIFZ?;*-LJ&Z@:[)PG6O`<9QKTG*:;.EQEVWJ<)1MZW"2;NQO MDF[L;I)N[&Z2;NQNDF[L;I)N[&Z2;NQN_V$A`_]P'0/_?B`#_XLI!O^5,0G[ MFS@-\)X^$>>@1!;?H$H=TYI2*\J37#C"C61#NX=M3;2"=%2O?GQ;JGJ$8:9W MBV6B=)-IGG*;;9IPI'"7;Z]RE6^\MPC''K M<(QQZW",<>MPC''K<(QQZW",<>MP_V,@`_]R&P/_@!\#_XXG!?^7+PCXGC8+ M[:([#N2E0!+:I$8]D6)"M8QJ3*^'9!JEW>8;9-UH7"0IQAW7J<(=U MZG"'=>IPAW7J<(=UZG"'=>IP_V4?`_]T&@+_@QX"_Y`F!/^:+0;TH30)Z:8W M"^"J/0[4IT0;R:%/*<";6#:XE6!"L)!H2ZF+;U.CAW9:GH-^8)F`A664?8UJ MD'N6;HQYGW&)>*ESAG>U=81WQ7:#>-]U@WCH=()XZ7.">.IQ@GCJ<8)XZG&" M>.IQ@GCJ<8)XZG&">.IQ_V<=`_]W&0+_A1P"_Y,D`_^=*P7QI#`&YJHS"-RN M-PS/JD,:Q:5.*+R?5S6SF5]!JY1F2J20;5.>BW1:F(A[8).%@V6.@HMJBH"3 M;H9^G'&"?:=T?WRS=7U\PW9\?=MV?'WH='U\Z'-]?.ER?7SJ<7U\ZG%]?.IQ M?7SJ<7U\ZG%]?.IQ_VD<`O]Y&`+_AQL"_Y4C`_N@*03NJ"P$XZ\O!=>R-`O+ MK4$9P:A,)[>C532OG5U`IYED29^4:U*9D')9DXUY7XZ*@&2)AXAIA(61;8"# MFG%\@J1T>8&Q=G>!P'9V@=9V=H'G='>!Z'-X@.ER>'_J<7A_ZG%X?^IQ>'_J M<7A_ZG%X?^IQ_VL;`O][%P+_BAH!_Y@A`OBC)@/JK"<#W[0I`]*U,@K'L$`8 MO*Q+)K.G4S.JHEL^HIUC2)J9:5&4E7!8CI)W7HB/?F2#C89I?HJ.;7J)F'%V MAZ)S`?2G(@+FL"`!VKHA`:$^.FVY7B)AU78*5?&-]DX1H>)",;'2/E7!PC:!R M;8RL=&J,NW5ICIQ;8CJ<6V(ZG%MB.IQ;8CJ<6V(ZG%M MB.IQ_W`7`O^!%0'_D!8!_YX:`?"K&P'BMA8`T[T=`F%WF8%F*:FZ6DVYJE)YQ9I2J M.ZG!GCNIP9X[J<&>.ZG!GCNIP M_W,5`O^%$P'_E!0`_*,5`.JP$@#9O@P`S<$;`<+`+0>XO3H3KKE&(:2U3RV: ML58YDJY>0XJK9$R#J&I3?*5Q67:C>%]QH7]C;)^':&B>D6MDG9QN8)RH<%Z< MMG%=G,EQ79SD<%Z:ZW!@ENMO897L;V&5[&]AE>QO897L;V&5[&]AE>QO_W<2 M`?^)$0'_F1$`\Z@.`->U"@#/P0H`QL48`+S$*@6RPC@1I[]$'IZ[32N4N%4V MB[5<0(2R8DE\KVE0=JUO5G"K=EMKJGU@9JB&9&*GCV=>IIIJ6Z6F;%BEM6U7 MIL=M5Z;B;%>D[6Q:G^UL6I[M;%J>[6Q:GNUL6I[M;%J>[6Q:GNUL_WP0`?^. M$`#VG@T`V*T)`,VX"0#'Q`@`OLH4`+7*)P2KR#8/H<5!&Y?"2RB-OU,SA;U: M/'VZ845VN&=+<+=M46JU=%9EM'Q;8+*$7URQCF)8L9EE5;"E9E.PLV=2L<9G M4K'A9U&O\6A3JO!H5*GP:%2I\&A4J?!H5*GP:%2I\&A4J?!H_X(.`/^4#`#; MI08`SK$'`,6[!P"]QP<`M=`0`*S0(P.CSS,,F]C5M4O9A=4;RD7T^\LV!-O<5@3;W@ M7TR\\&%-M_5B3;;U8DVV]6)-MO5B3;;U8DVV]6)-MO5B_XD+`.&<`P#0J@4` MQ;4%`+N_!`"RRP@`J]@-`*/9(`*:V"\)D-8\%(?41A]^TD\I=M!6,F_/7CEH MS60_8\QK1%[,3$;:[4Q$ MV/E/0]C[3T/8^T]#V/M/0]C[3T/8^T]#V/M/VYH``,JI`@"[LP(`L+T#`*7) M!0";U@D`E.@4`8SI)02$Z#,+>^@\%'/H1!MKZ$LB9.=2*%[G62U9YV`R5>=H M-5+G;SA/YW<[3.>`/4GGB3]'Z)1!1.B?0D+IK$-!Z;I$0.K-1$#JY$1`Z/5$ M0.?X0T#G^$-`Y_A#0.?X0T#G^$-`Y_A#S:,``+VN`0"PN`$`I,0"`)G0!0"/ MX0H`B?$:`8'Q*`5X\C(,_/#GXSSPX]^@\./?L M/#CW[#PX]^P\./?L/#CW[#PX]^P\OZH``+&S``"DOP``F,H!`(S8!`"$^@X` M?/L;`G3[)@5L_#`*9?PX$%[]0!58_D<94_Y-'4__5"!+_UHB2/]A)47_9R9" M_VTH0/]U*CW_?2LZ_X8M./^1+C;_FR\T_Z8P,_^R,3+_OC(Q_]`R,?_6,C'_ MUC(Q_]8R,?_6,C'_UC(Q_]8RLJ\``*6Z``"8Q@``B](``'_?`@!Y_Q$!;_\9 M`F?_(@1@_RP'6O\T#%3_/`]/_T,32O])%4?_3Q=#_U490/];&S[_81P[_V8> M.?]M'S;_="`T_WTA,?^&(R__D20M_YLE+/^E)BO_KR8J_[LG*?^^)RG_OB_PT`5O\2`4__&0)) M_R`#0_\G!#__+@4Z_S0&-_\Z!S/_/P9.?]&H3O_1:D\_T2P/O]#MS__0L`__T+)0/]!U4'_ M0>1!_T'N0O]!]D+_0?U"_T+_0?E$_T'T1O]"[T?_0N]'_T+O1_]"[T?_0N]' M_T+O1_]"_TTI`_]*,@3_43(&_U3?]*WDW_2MY-_TK>3?]*_T\H M`_]2+`3_6BP%_V$O!_]G.@[_:D05_VI.'/]G5R3_8F$K_UYM,?];>#;_5X,Z M_U2-/?]2ED#_4)Y"_D^E1/Q.K47[3;1'^DR\2/E,QTCV2]1)\TOE2?!+\$GM M3/E(Z4S_2N%._TO:3_],TU#_3=-0_TW34/]-TU#_3=-0_TW34/]-_U`H`_]5 M*@3_72D%_V4M!_]L.`W_;T(4_V]+'/]L52/_:%XJ_V-I,?]?=#;]7'\[^UF) M/_E6DD+W5)I$]5.B1O12J4CR4;%)\5"Y2N]/PTON3\]+ZT_B2^=/[DOD3_A- MWT_^3M51_T_.4O]0R5/_4,E3_U#)4_]0R5/_4,E3_U#)4_]0_U$G`_]8)P3_ M82<$_VHL!O]Q-@S_=$`3_W1)&O]R4B+_;ELI_6AD,/EE<#;V87L[\UZ%0/!; MCD/N699&[%>>2.I5IDKH5*U,YU.U3>53OT[C4\Q.X5/?3MU3[4_84O=1T5/] M4LI4_E/$5O]3OU?_4[]7_U._5_]3OU?_4[]7_U._5_]3_U(G`_];)0/_920$ M_VXJ!O]V-`O_>CT1_WI&&/]X3R#[=%@H]F]A+_%K;#;M9W8\Z6.`0.9@BD7D M79)(X5N:2M]9HDW=6*I/VE>R4-A6O%'55V6OU7MEK]5[9:_5>V6OU7_U,F`_]?(@/_:2$#_W,H M!?][,@K_?SL0_X!$%OM^3![T>U0E[G9=+>EQ:#3D;7([X&E\0=QEA4;88HY* MU%^63=%=G5#.7*52S%JM5,E9ME;'6<)7QEG05\)9YEB_6?-9NUK[6;5;^UJP M7?M:K5W[6:U=^UFM7?M9K5W[6:U=^UFM7?M9_U8D`_]B(`/_;2`#_W]^+1A?HB$X>X817)ME^83'1>&HZRW-S0L9O?$C";(1-OFF,4;MF MDU6X9)M8M6.C6K-AK%RP8+=>KF#$7ZQ@V%^I8>M?IV'W7Z)C]U^?9/=?G63X M7IUD^%Z=9/A>G63X7IUD^%Z=9/A>_UL@`O]H'`+_=!T"_WXC`_^(*P7]C30) M\Y`[#NJ00Q3BCTH:VHI4)="#73#)?F$BY<8!.M6Z(4K)KCU:O M:9=:K&>?7*EEJ%^F9+)AI&2_8J)DT&*@9.=BGF7U8IIF]6&89_9@EFCV8)9H M]F"6:/9@EFCV8)9H]F"6:/9@_UT?`O]J&@+_=QP"_X(A`O^+*03YD3$'[Y4X M"^:6/Q#=E$<7THY1),J(6R_"@V0YO'YL0;=Y=$BR=7Q.KG*$4ZIOBU>F;9-; MHVN;7J!JI&"=:*YCFVBZ9)EHRV67:.-DE6GS9)-J]&.1:_5BD&OU89!K]6&0 M:_5AD&OU89!K]6&0:_5A_U\=`O]M&`+_>AL"_X4?`O^.)P/UE2X%ZYDU".&< M.PS6F$,6S)-/(L2-6"Z]AV$XMH)I0;!^<4BK>GE.IW>`4Z-TB%B?<9!;FV^8 M7YANH6*5;:MDDFRW9I!LQF:/;-]FCFWQ98QN\V2+;O1CBF[T8HIN]&**;O1B MBF[T8HIN]&**;O1B_V$<`O]O%@+_?!H!_X@>`?^1)`+RF2L$YYXQ!=V@-@G1 MG$$5QY=-(;^15BVWC%\WL8=G0*N";DBE?G9.H'M]4YQXA5B8=HU@@W--FX![4Y9]@E>2>HI,?X=J-F M?GFO:'MYO6EZ>=%I>7KJ:'IZ\F9Z>?)E>GGS9'IY\V1Z>?-D>GGS9'IY\V1Z M>?-D_V<7`O]V%`'_A!8!_Y`7`?6;&@'GI!T!VZL?`&A(5;@H*-7WZ`EV-Z?Z%F=WZL M:'5]NVES?LYI%0#CJ!8`U:X;`49D20D6U+BXYT48:,>U:!B8-;?(>+7WB&E&)TA)]E<8.J9V^# MN&EM@\MI;8/F:&Z#\F9O@O)E<('S9'"!\V1P@?-D<('S9'"!\V1P@?-D_VL4 M`?][$@'_BA(`_Y82`.VB$`#>K0X`T+$9`,6P*P6[K3D/LJE$&ZFE3B>@H58R MF9U>.Y*:9$.+EVM*AI1R4("2>55[CX!:=XV)7G*,DF%NBIQD:XFH9VF)MFAG MBF M83^`I&=&>J%N3'6?=5%PG7Q5:YR$6F::CEUCF9A@7YBD8EV8LF1;F,-D6YC> M8UN8\&-D_5B7I/U8EZ3]6)>D_5B_W4.`/^�#KE@@` MU:,'`,RM"`#%M@<`O;P1`+2](P*KNS(*H;D_%9BV2""0LU$KB+!8-("N7SQZ MJV9#=*EL2&^HAL&!6H<%@5:+<8%6A M[V!6G_=?5YSW7U><]U]7G/=?5YSW7U><]U]7G/=?_WH,`/V+"0#:FP0`SJ<& M`,2P!@"\N00`M<$.`*S"(`&DP3`(FK\\$Y&]1AV)ND\G@;A6,'JV73ASM&0_ M;K)J1&BQ<4EDL'E-7ZZ!45NMBE18K9575*RA65*LKUM0K,!;4*S:6D^K[EM/ MJOI;4:;Z6U&F^EM1IOI;4:;Z6U&F^EM1IOI;_X`)`.&2`0#1H`0`QJL%`+RT M!`"SO0,`J\<+`*3)'`&L%4+'._6S-MOF(Y9[QI M/F*[<$->NG='6KF`2U:YB4Y3N)104+B@4DVXKE1,N+]42[G85$NW[51*MOE5 M2K/^5DJS_E9*L_Y62K/^5DJS_E9*L_Y6^H<"`-:8``#)I0,`O:\#`+.X`0"I MP@0`H0R"&[C/`]GXT458>--&USC52!7XUTD5.-D)U#B:RI-XG,M M2N-\,$CCAC)%XY`T0^.<-4'DJ39`Y+@W/^7+-S_EY#<_X_,V/>+[.#WB^S@] MXOLX/>+[.#WB^S@]XOLXQJ$``+>K``"JM```GKX``)/)`@"(U`8`?^X.`'GM M&P%Q[2<#:NXR"&3N.PU>[D,36.Y+%U/N4AI0[UD>3.]@($GO9R-'[V\E1/!W M)T'P@"D_\(HJ/?&5+#OQH2TY\JXN./*^+S?ST"\W\^!\X_8(@-OV-(C3^F",R_J0D,?^Q)3#_OR8O_\\F+O_C)B[_XR8N_^,F+O_C M)B[_XR8N_^,FK:T``)^W``"2P@``ALT``'G:``!P\@@`:/\1`&'_&@%:_R,# M5/\K!$__,P9*_SL(1O]""T/_20U`_T\./?]5$#K_6Q$X_V$3-?]H%#/_;Q4P M_W@6+O^"%RS_C1DJ_YD:*?^D&BC_KQLG_[H<)O_''";_QQPF_\<<)O_''";_ MQQPF_\<-8``&SB``!C_`<`7/\/`%7_%@%/_QX"2?\F M`T3_+@1`_S0%//\[!CG_00"1+_G@D2_YX)$O^>"1+_G@D2_YX) M_T(M`_]",@3_2#($_TPV!O]./`C_4$<._U!2%?].7QK_2VL?_TAW)/]%@R?_ M0HXJ_T&7+/\_H"[_/ZI$_SGJ1/\YZD3_.>I$_SGJ1/\Y_T4K`_])+`/_ M4"P$_U4O!?]9-PC_7$(._UM-%?]85QO_5F,@_U)O)?]/>BK_3(4M_TJ/,/]( MF#+_1Y\T_T:F-?]%K3;_1;0W_T2\./Y$QCC\1-(Y^4/B.?9$[CGS1/]$_SKK1?\[Y$;_/.-&_SSC1O\\XT;_/.-&_SSC1O\\_T8K`_]-*0/_5"D$ M_UDL!?]>-0?_84`-_V%*%/]>5!K_6E\@_U=K)O]4=BK_48$N_TZ+,?Y,E#3\ M2YPU^TJC-_I)JCCX2+$Y]TBY.O9'PCOU1\T[\D??.^Y'[#OK2/8[Z4?_/>=' M_S[A2/\_VDK_0-A*_T#82O]`V$K_0-A*_T#82O]`_TQ+OCWK2\H^Z4O;2OR6W@P[UB"-.Q6BS?J5)0YZ%.; M.^91HSWE4:H^XU"R/^%/NT#@3\=`WD_80=E/Z$'43_1#T$[^1).UD:2KI870PY5Y^-.);ASC@68\[W5>7/MM5 MGT#85*9"U5.N0])2MT304L)%SE+01LM2Y4;(4O)(Q5+]2<)2_TJ\5/]*MU7_ M2K95_TJV5?]*ME7_2K95_TJV5?]*_U`C`O];'@+_9!X"_VTD`_]S*P3_=S4( M_G@^#O9W1Q3P=%`;ZF]:(N1K92G@9V\OVV-Y-=9@@CK278H^SUN20I1\96LDG$5KQ*PE7)2[]5WTN\5NY,N5;Z3;=6_TVR6/]-KEG_3:Q9 M_TVL6?]-K%G_3:Q9_TVL6?]-_U,@`O]>'`+_:!P"_W$B`O]X*`/_?#$'^'XZ M"_!]0Q'I>DP8XG97']QR82C4;6LOSVET-LME?3O'8H5`Q&"-0\%>E4:_79Q( MO%ND2[I:K4RX6;=.MEG#3[19U4^Q6NI0KEKW4*Q:_U"H6_]0I%S_4*1=_T^D M7?]/I%W_3Z1=_T^D7?]/_U8>`O]A&0+_;!H"_W4@`O]\)0/]@2X%\X0W">J$ M/P[B@4@5VWU3'=%W72?+#R^9X!!NF6(1;=CD$BT89A+LE^? M3:]>J$^M7;)1JUV^4JE=SE.F7>53I%[T4Z)>_U.?7_]2G&#_4IM@_U*;8/]2 MFV#_4IM@_U*;8/]2_U@<`O]D%P'_&,OOG-L-[EO=#VU;'Q"LFJ$1JYGC$JK99--J&2;3Z5B MI%*C8:Y4H6&Y59]AR%:=8>%6FV+Q59EB_5678_]4E63_5)1D_U.49/]3E&3_ M4Y1D_U.49/]3_UH:`O]G%0'_/9_Y6CF?^58UH_E6-:/Y5C6C^58UH M_E6-:/Y5_UP8`?]I$P'_=A8!_X`9`?V('0'OCB(!Y),I`MJ4,0;.D#\/QHM+ M&KZ&526W@5XNL7UF-JQY;CRG=G5"HW-]1Y]PA$N<;HQ.F&R44I5KG522:J=7 MD&FR68UIP%J,:=5:BFKL68IJ^EB):_U7AVO]5H=K_E:':_Y6AVO^5H=K_E:' M:_Y6_UX7`?]L$@'_>!0!_X,7`/F+&@#KDAT!X)@C`=.8+P7*E#T.P8])&;F* M4R2RAELMK(%D-:9^:SRA>G)"G7=Z1YEU@4N5";_U7@F_]5X)O_5>";_U7 M_V`5`?]N$0'_>Q,`_X84`/:/%@#GEA@`VYP<`,^;+03%ESL-O)-'&+2.42.M MBEDLIX9A-*&":3N*P3!FSD,N)=%%["23R*ICE@K MHHI?,YR&9SJ7@VY`DH!U18U^?$J)?(1.A7J,4H)XE59^=Y]8>W:J6WEUN%QW M= M,I>+93F2B&Q`C85S18B#>DJ$@(%.@'^*4GQ]DU5X?)U8=7NH6W-ZMEQQ>L=< M<7KB7'%[\UIQ>_M9OQ8OQ8_V<1`?]U#P#_ M@PX`](X-`-N9"@#4H0L`S*05`,*D)P.XHC8*L)Y"%:>:3!^@EU0IF9-<,9.0 M8SB-C6H_B(IQ1(.(>$E^AG]->H2(47:"D55S@9M8;X"F6FU_M%QK?\5<:X#? M7&N`\EIK@/M9;'[\6&U^_%AM?OQ8;7[\6&U^_%AM?OQ8_VD0`?]X#@#_A0P` MXI((`-6;"0#.HPD`QZ@2`+VH)0*TIC0)JZ)`$Z.?2AZ;FU(GE)A:,(Z583>( MDF@]@I!O0WZ.=DAYC'U,=8J%4'&(CE1MAYE7:H:D66>%L5MEA<);987<6V6% M\%IFA?M99X/\6&>#_%=G@_Q79X/\5V>#_%=G@_Q7_VP.`/][#`#RB0D`V94& M`,^>"`#)I@@`P:L0`+BK(@*OJC((IJ<^$IZD2!R6H5$ECYY8+HB;7S6"F68\ M?99M07B4=$9SDGM+;Y"#3VN/C%)GCI959(VB6&&,KUE?C,!:7XS965^,[EE? MC/M888K]5V&)_5=AB?U788G]5V&)_5=AB?U7_V\,`/]_"0#?C0,`TI@&`,JB M!@#"J08`NJ\.`+*P(`&IKB\&H:P\$)BI1AJ1IT\CB:16+(.B73-]GV0Y=YUK M/W*;<41NFGE(:9B!3&67BE!AE9137I6@55N4K5=:E+U869345UF4[%=9D_E6 M6Y'^55N0_E5;D/Y56Y#^55N0_E5;D/Y5_W,)`/6$!`#8D0,`S)P%`,.E!0"[ MK00`L[,,`*NU'`&CM"P%F[(Y#I*P1!>*K4T@@ZM4*7VI7#!WIV(V<:5I/&RD M;T%HHG=%9*%_25^?B$Q4E:=JU-4G;Q44YW15%.=ZU-3G/A35)K_ M4U29_U-4F?]35)G_4U29_U-4F?]3_W@&`.&)``#0E@(`QJ$#`+RI`P"SL`$` MJ[@(`*2Z&`"=(J`W+2-PALT4(/9M%+%6'04QI,P5BWCX*7=Y(#UG>4!15WE@74=Y@&T[>9QY+W6\@2-YX(T;>@25# MWHPG0=Z8*3_>IBH^W[4J/>#(*CW?XRH\W?$K.]S[+3K<_2XZW/TN.MS]+CK< M_2XZW/TNP)\``+&G``"DL```F+H``(W#``"!S0(`=M<'`&[H#P!IZ!L!8^@G M`E[I,@58Z3L(5.E$#$_J3`],ZE,22>I;%4;J8A=$ZVH90>MR&S_K>QT\ZX8> M.NR1(#CLGB$W[:PB-NV[(S7NSR,T[N8C-.OU(S3K^",TZ_@C-.OX(S3K^",T MZ_@CLZ4``*:M``"9MP``C<$``(#+``!UU0$`:>$&`&3S$0!>\QP!6?0F`E3T M,`1/]3@&2_5`"$?V1PI$]DX,0?=5#C_W7`\\]V,1.OAJ$S?X`3__)@(Z_RT" M-_\S`S/_.0,P_S\$+O]$!"O_2@4I_U`%)_]6!B3_708B_V4'(/]N!QW_>0@; M_X4(&O^2"1G_G@D8_Z@)%_^S"1?_MPD7_[<)%_^W"1?_MPD7_[<)D+H``(+% M``!TT```9]P``%CC``!-\```1_\"`$+_#``\_Q$`./\8`33_'P$P_R4!+/\K M`BG_,`(E_S4"(_\Z`B#_/P,>_T0#'/])`QG_3P,7_U8$%?]>!!+_:`01_W(% M#_]^!0[_B@4._Y0%#?^>!0W_H@4-_Z(%#?^B!0W_H@4-_Z(%_SDO`O\\,`/_ M03$#_T0T!/]$.@;_1$4(_T51#/]#71'_06D6_SYV&?\\@1S_.HP>_SF6(/\X MGB'_-Z4C_S>K(_\VLB3_-KDE_S;`)?\URB;_-=\[_RWO._\M_SPM`O]$*0+_2BD#_TXL!/]1 M-`7_4CX(_U)*#?]051+_36$7_TIM&_](>!__18,B_T.-)/]"E2;_09TG_T"C M*/]`JBG^/[$J_3^X*_P_P2OZ/\LK]S_<+/4_Z2SQ/_0K[S_]+.T__RWL/O\O MZS[_,.<__S#G/_\PYS__,.<__S#G/_\P_T`J`O]()@+_3B8#_U(I`_]6,@7_ M5SP'_U='#/]541+_4ET7_U!I'/]-="#_2G\C_4B))OM'D2CZ1IDI^$6@*O=$ MIROU1*TL]$.U+?-#O2WR0\@N\$/7+NQ#YR[I1/,MYD/\,.1"_S'C0O\RX4+_ M,]Q#_S3<0_\TW$/_--Q#_S3<0_\T_T,G`O]+(P+_4B("_U@G`_]<+P3_73D' M_UY##/];3A'_6%@7_E5D'/I2;R#W4'HD]$V$)_),C2GP2I4K[TF<+>U)HR[L M2*HOZD>Q+^E'NC#G1\4PYD?2,.)(Y3#?1_(RVT?[--A&_S751O\VTD;_-\U( M_S?-2/\WS4C_-\U(_S?-2/\W_T8D`O]/(`+_5A\"_UTD`_]A+`3_8S4&_V1` M"_]B2A#Z7E06]5M?'/%8:R#N574EZU-_*.A1B"OF3Y$MY$Z8+^)-H##A3*9B#D6W$EX5A[*=Y6A"S;5(POV%*4,M11FS324*,UT$^J M-\Y.LCC,3KPYRD[).LA.W3K$3^T[P4[Y/;Y._SV\3O\^ND__/K90_SZV4/\^ MME#_/K90_SZV4/\^_TT>`O]6&@'_7QH!_V<@`O]L)@+_;RX$^7`X!_)O0@SK M;$L2Y6E7&=]E8A_:86PEU%UV*M!;?B_-68/-MV/0KC3#"7H$TOUR)-[U:D3JZ69@\N%B@/K97J$"T M5K)"LE:]0[!5S$.M5N-$JU;S1*A7_D2G5_]$I5C_1*)8_T2B6/]$HEC_1*)8 M_T2B6/]$_U,9`?]=%`'_:!8!_W`:`?]V(`'W>B8"[7PN`^1\.`?<>D0-TG5/ M%LMP6A[&;&,FP6AL++UF=3&Y8WTUMF&$.;-?C#RP790_KER;0:M;I$.I6JU% MIUJX1J59QT>C6MY'H5KO1Y];_$>=6_]'FUS_1II<_T::7/]&FES_1II<_T:: M7/]&_U47`?]@$@'_:Q0!_W07`/]Z'`'R?R(!YX$I`MZ",P33?T`,RWI,%<1V M5AZ^<6`EN6YH++1K<3*Q:'DVK6:`.JIDB#VG8H]`I6"70Z)?H$6?7JE'G5ZT M29M=PDJ97=9*EU[L2I9?^DF57_])DV#_2))@_T>28/]'DF#_1Y)@_T>28/]' M_U@5`?]C$0'_;A(`_W<5`/M^&`#M@QT`XH78J9)E&*P2Y)A MODR08=!,CV+H3(YC^$N-8_]*C&3_28MD_TF+9/])BV3_28MD_TF+9/])_UH3 M`?]F$`#_<1$`_WH2`/>"%`#HAQ<`W8L<`-"++`/'B#L*OX1'$[A_41RQ>UHD MK'=B*Z=T:C&C<7(VGV]Y.YMM@#^8:XA"E6F019)HF4B/9J)*C&:M3(IENDV( M92)P*^CS8(MHQ"$:Z(31JHA%8BHH!>*IQ] M93"7>FPUDW=S.H]U>SZ,F[@ M4'EO\DYY;_Y->6__3'EO_TMY;_]+>6__2WEO_TMY;_]+_V`/`/]M#0#_>0P` M[H,+`-N+"0#4D0H`S)43`,*5)0*YDS0'L8]!$*J,2QFCB%0AG81<*9>!8R^2 M?FHUCGQQ.8IZ>#V&>(!"@W:(17]UD4E\7*F3G9RLU!UPH`WH8& M`-6."`#/E`D`QY@1`+Z8(P&UEC(&K9,_#Z:021B?C%(@F(E:*).&82Z.@V@T MB8%O.85_=CV!?7Y!?7N&17IYCTEV>)E,D3G%WL5!O=L%0;G?94&YW[T]N M=_Q.;G?_36]W_TQO=_],;W?_3&]W_TQO=_],_V0-`/]R"@#P?@8`VH@%`-"0 M!P#*EP@`PIL0`+F;(0&QFC`&J9<]#J&41Q>:D5`?E(U8)XZ+7RV)B&8SA(9M M.("$=#U[@GM!>("$171_C4AQ?9=+;7RB3FM\KT]I>[Y0:'S54&A\[4]I?/M. M:7S_36I[_TQJ>_],:GO_3&I[_TQJ>_],_V8*`/]U"`#A@0(`U(L%`,N3!@#$ MF@8`O9X.`+6?'P&LGBX%I)L[#)V81166E4X>CY-6)8F072R$CF0R?XMK-WJ* M0Q21FTPI)I-760<#IQ MCG<^;8U_0FF+B$9EBI))8HF>2U^(JDU>B+I.7(C.3EV(Z4U=A_A,78?_2UZ& M_TM>AO]+7H;_2UZ&_TM>AO]+_VT%`.I\``#5B```RI(#`,&:`P"YH`,`L:8) M`*FG&0"BIRD#FJ4V"9*C01*+H4H:A)]2(7Z=6BAYFV`N=)EG,V^7;CAKEG4\ M9Y1]0&.3AD-@D9!&7)&<25J0J4M8D+A,5Y#,3%>0YTM7C_=*5X[_2EB._TE8 MCO])6([_25B._TE8CO])_W$!`."```#/C```Q)8"`+N>`@"RI```J:H%`**L M%0";K"8"E*LT!XRJ/P^%J$@7?J90'GBD6"5SHEXK;J%E,&J?;#1EGG,Y89U[ M/%Z;A$!:FHY#5YF:1529IT=2F;9(49G*2%&8YDA1E_5(49?_1U&6_T=1EO]' M49;_1U&6_T=1EO]']G<``-B%``#)D0``OYL!`+2B``"KJ```H;```)JR$0"4 MLR(!C;(P!86Q/`Q^KT84>*Y.&W*L5B%MJUPG:*EC+&2H:C!@IW$T7*9Y.%BE M@CM5I(P^4:.80$^CI4)-H[1#3*/(0TRCY$-+H?1#2Z#_1$N@_T1+H/]$2Z#_ M1$N@_T1+H/]$XWT``,^+``#"E@``MY\``*VF``"CK0``F;4``)"Y#@"+NAX! MA+HM`WVY.0EWN$,0<;9,%VNU4QUFM%HB8K-A)EZR:"M:L6\N5K!W,E.P@35/ MKXLX3*^7.DJNI#Q(KK,]1Z['/4>NXSQ&K?,]1JO^/D6K_S]%J_\_1:O_/T6K M_S]%J_\_VH,``,>1``"[G```KZ0``*6K``":L@``D+H!`(;!"0"!PA@`>\(H M`G7"-09OP4`,:]9B14O&XG4;QV*DV[?RU*NXHP M2+N6,D6[HS1#N[(T0KO%-4.[XC1"N?,U0;C]-T"W_S=`M_\W0+?_-T"W_S=` MM_\WSHL``+^8``"RH0``IZD``)RP``"1N```AL`"`'O(!P!TRQ(`<,PB`6O+ M,`-FRSP'8\<#`'#/!P!GU@T`9-<:`*@%< MV#8#6-A!!E382@I0V%(-3=A:$$K78A-'UVD61==R&$+7?!I`V(<^``![Q@``<,X#`&76!P!=XPX`6N,;`%;C)P%2Y#(" M3N0\!$KD1`9'Y4T(1>55"D+E7`Q`Y60./N9L$#OF=A(YYH`4-^>,%37GF18T MYZ@7,NBX&#+HS!@QZ.48,>;T&#'E_!@QY?P8,>7\&#'E_!@QY?P8KJ(``*&J M``"4LP``B+T``'O&``!OS@``8]8!`%C>!0!4[A``4>\;`$WO)@%)\"\"1?`X M`T'Q/P0^\4<%//).!CKR50\4``&_.``!BUP``5MX``$[P!P!*^A``1OL9`$+[(@$__"H!._TR`CC] M.0(U_C\#,OY&`S#_3`0N_U,%*_]:!2G_8@8G_VL&)/]V!R/_@@@A_Y`((/^= M"1__JPD>_[H)'?_)"1S_W0D<_]T)'/_="1S_W0D<_]T)F+```(JZ``!\Q``` M;\T``&+8``!5W@``2>0``$3[!0`__PX`._\5`#C_'``T_R0!,?\K`2W_,0$J M_S8")_\\`B7_0@(C_T@"(/].`Q[_50,<_UT#&?]G!!?_<@05_W\$%/^,!1/_ MF@42_Z8%$?^R!1'_O`41_[P%$?^\!1'_O`41_[P%C+@``'W"``!OS```8M@` M`%3?``!'Y0``/O$``#G_`0`T_PL`,/\0`"S_%@`I_QP`)O\B`"+_)P$?_RP! M'/\Q`1K_-@$8_SP!%?]!`1/_2`(1_T\"$/]7`@W_80(,_VP""O]Y`@G_A@,( M_Y(#!_^=`P;_I0,&_Z4#!O^E`P;_I0,&_Z4#_S$Q`O\V+@+_.B\"_SLR`_\[ M.03_.T,%_SE/!_\X7`K_-F@-_S1T$/\R@!+_,8L4_S"4%O\PFQ?_+Z(7_R^H M&/\NKQG_+K49_RZ\&?\NQ1K_+L\:_R[@&O\NZQK_+O0:_R[\&OPO_QG[+_\: M^B[_&_HN_QSZ+O\<^B[_'/HN_QSZ+O\<_S,O`O\Y+`+_/2T"_SXP`_\_-@3_ M/T$%_SU-!_\\60K_.F4._SAR$?\V?1/_-8@5_S21%_\SF1C_,Z`9_S*F&?\R MK!K_,;,:_S&Z&_\QPAO_,]3'_'O4Q_Q[U,?\>_S4L`O\\*@+_0"H"_T(M`_]#-`3_1#\% M_T)*!_]!5@K_/V(._SUN$?\[>A3_.806_SB.&/\WEAG_-IT:_S:D&_\UJAS_ M-;`<_S6W'?\UOQW_-\T_R'O-/\A_S@J`O\_)P+_0R8"_T8I`O]),@/_23P%_TA' M!_]&4PO_1%\/_T)J$O]`=A7_/H`8_SR*&?\\DAO_.YH<_3J@'?PZIQW[.:T> M^CFT'_DYO!_X.<8?]CG3'_(YY!_O.?`?[#KZ'^HY_R'I.?\CZ#G_).]3^='_,_HR#R/JH@\3ZQ M(?`^N2'N/L,A[3[/(>H^XB'F/^\AXS[Y(^$]_R7?/?\GWCW_*-P]_RC!'.Y&BA[L19(@ZT29(>E#H"+H0Z1+A2#B2HXAX$F5(]Y(G"3<1Z,FVD>K)]A&LRC5 M1KPHTT;(*=%&W"K-1^PJR4;W+,=&_R[$1O\OPT;_+\)&_R_!1O\OP4;_+\%& M_R_!1O\O_T8=`?].&`'_5A@!_UP>`?]@)0+_8BT#_&(W!?1@00CN74P-Z%I8 M$N-88Q??56X;VU)W']A0@"+43XDDT4V0)\],ERC-3)XJRTNF*\E*K2S'2K M7A?26VDR3(5(,GQ5*+*L-1DBS!4)DNOT^A+[U/J#&[3K$RN4Z\ M,[=.RC2U3N$TLD[Q-:]/_3:M3_\VK$__-JM/_S:K3_\VJT__-JM/_S:K3_\V M_TT7`?]5$@'_7Q0`_V88`/]K'0'X;20![6XL`N5M-@3=:T,(U&=/$,UD6A?( M8&0=Q%UM(L%;=B:]67XINU>%++A6C2^V590QM%2<,[)3I#2P4JTVK5*W-ZQ2 MQ3BJ4MHXIU+M.:53^CFC4_\YHE/_.:%4_SBA5/\XH53_.*%4_SBA5/\X_T\4 M`?]9$`#_8Q(`_VH4`/]O&0#RT7GDKL5R`+JY;B#&L68\SJEB7-:=7GS>E5Z@YHU:S.J%6P#N? M5M(\G5;I/)M7^#R:5_\\F5C_.YA8_SN86/\ZF%C_.IA8_SJ86/\Z_U(2`?]< M#@#_9A``_VT1`/IS%`#K=Q@`X'D?`-1Y+0++=CP'Q')(#KYO4Q:X:UP=LVAE M(J]E;2>L8W4KJ6%\+Z9?A#*C7HLUH5V3-YYQ$`V7T8`,Y]*@+%>SD&OG=%#K=T4!6Q<%DE:'$LH69X+YYD@#.;8HN$"-7LA!BU[A M08I?\T")7_\_B6#_/HA@_SZ(8/\]B&#_/8A@_SV(8/\]_U?@P`TH$5`,B!)P'`?S8&N'Q"#;)X316L=58;IW)?(J)O9B>> M;&XLFVIU,)=H?#.49X0VD66,.8YDE3R,8YX^B6*H0(=BM4*%8L5"A&+>0X-C M\4*"8_U!@F3_0()D_S^"9/\_@F3_/X)D_S^"9/\__UD.`/]D"P#_;@H`ZG<( M`-M]"`#4@@H`S(02`,.%)`&[@S0%LX!`#*U\2Q2F>50;H79<(9QS9":8<6LK ME&]R+Y%M>3..:X$VBVJ).8AHDCR%9YL_@F:F08!FLD-^9L%$?6;91'QG[T-\ M9_Q!?&C_0'QH_T!\:/\_?&C_/WQH_S]\:/\__UL,`/]G"0#W<0<`WGH%`-2` M!P#.A0D`QX<1`+Z((@&VAS$$KX0^"ZB!21.B?5(:G'I:()=W82:3=6@KCW-O M+XMQ=S.(;WXVA6Z&.H)MCSU_:YD_?&NC0GEJL$-X:K]$=FK4179K[4-V:_M" M=FO_079L_T!V;/]`=FS_0'9L_T!V;/]`_UT*`/]I!P#L=`,`VGP$`-"#!@#) MB`<`PXH/`+J+(`&RBB\$JX@\"J2%1Q*=@5`9F'Y8'Y-\7R6.>68JBG=M+H9U M=#*"='PV?W*$.7QQC3UY<)9`=F^A0G1NKD1R;KU%<&[117!OZT1P;_I#<6__ M07%O_T!Q'DU>G>".7=VBSQS=94_<72?0FYSK$1L<[M%:W/.16MSZ41K<_A#:W/_0FQS M_T%L<_]`;'/_0&QS_T!L<_]`_V$%`/IN`0#=>0``T(("`,>)!`#`C@0`N9$, M`+&2&P"IDBL#HI`X")N-0P^4BDP7CHA4'8F%6R.$@V(H@(%I+7Q_<#%X?GI(_:WF=06AXJD-F>+A$97C,165XYT1E>/=#9GC_0F9X_T%F M>/]`9GC_0&9X_T!F>/]`_V0#`.YQ``#8?```RX4"`,.,`P"[D0,`LY0)`*R6 M&`"EEB@"G90V!Y:200Z0CTH5BHU2'(2+6B)_B6`G>X=G+'>%;C!S@W4T;X)] M-VR!ACMI?Y`^9GZ;06-^J$-A?;9$8'W)1%]]Y4-@??9"8'W_06%]_T!A??]` M87W_0&%]_T!A??]`_V<``.-T``#2?P``QX@!`+Z/`@"VE0$`KI@&`*::%0"? MFB8"F)DS!I&7/PR+E4@4A9-0&G^16"!ZCU\E=HUE*G*+;"YNBG,R:HA[-F:' MA#ECAHX\8(69/UV$ID%;A+1"6H3'0UJ$XT):@_1!6X/_0%N#_T!;@_\_6X/_ M/UN#_S];@_\__VH``-YX``#-@P``PHP``+F3``"PF```IYT"`*"?$@"9GR,! MDYXQ!8R=/`N%FT82?YE.&'J75AYUEETC<)1C*&R2:BQHD7$P99!Y-&&.@C=> MC8PZ6HR7/5B,I#]6B[)`5(O%0%2+X4!4BO,_58K^/U6)_SY5B?\^58G_/E6) M_SY5B?\^[V\``-9\``#(AP``O9$``+28``"JG```H*(``)FD$`"3I2`!C*0N M`X6C.0E_HD,/>:!,%G2?4QMOG5H@:IQA)6:::"ECF6\M7YAW,%N7@#18EHHW M5965.5*5HCM0E+`]3Y3#/4^4WSQ/D_(\3Y+]/$^2_SQ/D?\\3Y'_/$^1_SQ/ MD?\\Y'0``,^!``#"C```N)8``*V<``"CH0``F*@``)"J#0"+JQL`A:LJ`GZJ M-@9XJ4$,W3A)G?`X29S\.$F;_SE)F_\Y29O_.4F;_SE)F_\Y MVWH``,B'``"\D@``L9H``*:@``"Q"`"!LA8`?+,F`7:R,P1Q MLCT):[%'#F:P3Q-BKU887JY='%JM9"!7K&LC5*QS)E"K?"E-JH8L2JJ2+TBI MGS!&J:TR1:F_,D2JVC)$J.\R0Z?[,T.F_S-#I?\T0Z7_-$.E_S1#I?\TT($` M`,&.``"UF```J9\``)ZE``"3K```B+(``'RY`@!VNA$`B)(MH0E1;:0)T.UG2E! MM:PJ0+:^*C^VV"H_M.XJ/K/Z+#VR_RT]L?\M/;'_+3VQ_RT]L?\MQXD``+F5 M``"LG0``H:0``):K``"*L@``?[@``'._`P!JQ`P`9\4:`&/%*`%?Q34#6\4_ M!5?%2`E4Q%`,4,18#TW$7Q)*PV852,-N%T7#>!I"PX(<0,..'C[#G!\\PZL@ M.\.\(3K#U2$[PNXA.<#Y(CB__R0XO_\D.+__)#B__R0XO_\DO9$``+";``"D MH@``F*H``(RQ``"`N0``=;\``&K&!`!>S`@`6<\2`%?0(0!5T"X!4=`Y`D[0 M0P1+T$P&2=!3"$;06PM#T&,-0=!K#S[0=1$\T8`3.M&,%#C1FA8VT:D7-=&[ M%S32TA!F"#?@;PDUX7H*,^&&##'AE`TPXJ,.+N*S#B[C MQPXMX^,.+>#R#BS?^P\LW_T0+-_]$"S?_1`LW_T0J*```)RG``"/L```@[@` M`';!``!JR0``7L\``%/5`0!)W`8`1>D/`$+I&0!`ZB0`/>HN`#KK-@$X[#X! M-NQ&`C/M30,Q[54#+^Y=!"WN904K[G`%*>][!BCOB0P,;_HD$&?Z8!!C_J`07_[<$ M%O_(!!;_X`06_^0$%O_D!!;_Y`06_^0$DZX``(6W``!XP```:LD``%W2``!0 MV0``1-\``#KD```U]P,`,O\,`"[_$@`K_QH`*/\A`";_)P`C_RT`(/\S`![_ M.0$<_S\!&?]%`1?_30$5_U4!$_]?`1'_:@(0_W@"#O^'`@[_E@(-_Z0"#/^P M`@S_O@(,_\("#/_"`@S_P@(,_\("A[8``'F_``!KR0``7M,``%#;``!#X``` M..4``"_P```K_P``)_\(`"3_#@`A_Q,`'O\9`!O_'@`8_R,`%?\H`!/_+0`1 M_S(`$/\X``[_/P`,_T8!"O]/`0?_60$$_V4!`?]R`0#_@0$`_X\!`/^;`0#_ MIP$`_ZD!`/^I`0#_J0$`_ZD!_RPO`?\P+`'_,BP"_S,P`O\Q-@/_,$$#_R]- M!/\M6@;_*V8'_RES"/\H?@K_)X@+_R>1#/\GF0W_)I\-_R:E#O\FJP[_)K$/ M_R:X#_\FP`__)LD/_R;7#_\FY@__)O`/_B;Y#_LG_P_Y)_\/^2;_$?@F_Q'X M)O\2^";_$O@F_Q+X)O\2_RXL`?\S*0'_-2H"_S8M`O\V-`+_-3\#_S-+!/\R M5P;_,&0'_RYP"?\L>PK_+(4,_RN.#?\KE@[_*IT/_RJC#_\JJ1#_*J\0_RFV M$/\IO1'_*<<1_RG3$?XIXQ'[*N\1^"KX$/8K_Q#T*O\2]"K_$_,J_Q3S*?\4 M\RG_%/,I_Q3S*?\4_S$I`?\V)@'_.28!_SHI`O\[,@+_.ST#_SE(!?\W5`;_ M-6`'_S-L"?\R=PS_,((-_S"+#O\ODP__+YH0_RZ@$?\NIA'_+JP2_RZS$OXN MNA+]+L02^R[/$_@NX1+U+NT2\2_W$N\O_Q/N+O\5[2[_%NPN_Q?L+O\7["[_ M%^PN_Q?L+O\7_S0F`?\Y(P'_/2,!_SXF`O]!+P+_03D#_S]%!/\]4`;_.UP( M_SEH"O\W0S_QKC,O\:XS+_&N,R M_QKC,O\:_S@C`?\](`'_01\!_T4C`?]'+`+_1S8#_T9`!/]$3`;_05@(_S]D M"_L^;P[Y/'D0]CN#$?0ZBQ/S.9,4\3F9%/`XH!7N.*86[3BM%NPXM!;J.+T6 MZ3C)%NH6X#CU&-TX_QK;-_\UC?_'M8W_Q[6 M-_\>_SL@`?]!'`'_11H!_TL@`?]-*`'_3C("_TT\!/]*1P;Z2%,(]D9?"_)$ M:@[O0G01[$%^$^I`AQ3H/XX5YCZ6%N4^G!?C/:,8XCVJ&.`]LAC?/;L9W3W& M&=L]V!K6/>D:TCWU'SD'!'LQ! MT!_)0N4?Q4+S(<)!_B/`0?\DOD'_)+U!_R6]0?\EO4'_);U!_R6]0?\E_T(8 M`?])$P#_4!0`_U89`/]9(`'_6B@!]UHR`N]8/03H54D'XU-5"MY18`[93FH2 MU$QT%M!+?!C.280;S$B,',I'DQ[(1YH?QD:A(<1&J2+"1;$CP46\([]%R22] M1M\EN4;O)K9&^R>T1O\HLT;_*+)&_RBQ1O\HL4;_*+%&_RBQ1O\H_T85`/]- M$0#_51(`_UL6`/]>&P#Y8",![V`L`>9>-@/?7$0%V%E0"M%76P_,5&44R%)N M&,50=QO#3W\=P$Z&'[Y-CB&\3)4CNDN<)+A*I":V2JPGM$JV*+-)PRFQ2=8I MKDKJ*JM*^"NI2O\KJ$O_*Z=+_RNG2_\KITO_*Z=+_RNG2_\K_TD2`/]0#@#_ M61``_U\2`/]C%@#R91T`YV4E`-YD,0'48C\%S6!+"L==5@_"6F`5OEAI&;M6 M<1RX5'D?ME.!(K-2B"2Q4)`FKU"7**U/GRFK3J@KJ4ZR+*=.OBVF3LXNHT[F M+J%/]2Z?3_\NGD__+IU/_RZ=4/\NG5#_+IU0_RZ=4/\N_TP0`/]4#0#_70X` M_V,/`/EG$0#K:14`WVH<`--J+`'+:#L$Q65'";]B4@^Z8%P5MEUE&;);;1VO M674AK%A\(ZI6@R:G58LHI523*J-3FRRA4Z,NGU*M+YU2N3";4LDQF5+B,9=3 M\C&64_\QE53_,914_S"45/\PE%3_,)14_S"45/\P_T\.`/]8"P#_8`L`^V8, M`/!K#0#D;0X`UFX6`,QO*`'$;3<$O6M$";=H3P^R95@5KF)A&JI@:1ZG7G`A MI%UX):%;?R>?6H&:-E91Z@8VTBG&%T M)9I@>RB77H,KE%V++9)"B08W\KC6&'+HI@D#"(7YDSA5^C-8->KS:!7KXX@%[1.']?ZC=^7_HV?F#_ M-7Y@_S1^8/\T?F#_-'Y@_S1^8/\T_U4(`/]@!`#H:0``VG`#`-!U!0#*>`<` MPWH/`+M['P"S>B\"K'@\!Z9U1@VA6+..7ACZ#AX8_@W>&3_-GAD M_S5X9/\U>&3_-7AD_S5X9/\U_U<%`/]B`0#A;```U',"`,MX!`#%>P4`OGT- M`+9^'0"O?BP"J'PY!J%Y1`R<=TX2EW16&))R71R.<&0@BFYK)(=L&>?-G9FJCAT9KDYTL1DGA4%XUV6QN)=&(@A7)I)(%Q<"=^;WVY_ M+GAMB#%V;)(T6`?@'=G(WQU;B=Y='4J=G-]+G-R MAC%P<9`T;7";-FMOISAI;[4Z:&_'.F=OXCIG;_0X:&__-VAO_S9H;_\V:&__ M-FAO_S9H;_\V_UX``.1J``#3=```R'P``+^!`0"WA0$`KX<'`*B)%0"AB24! MFX@S!)2&/@F.A$>WQE(GAZ;"9T>7,J<7A[+6YWA#!K M=HXS:'69-F9TI3AD<[,Y8G/$.F)SX#IB<_,X8W/_-V-S_S9C<_\V8W/_-F-S M_S9C<_\V_V$``.!M``#/=P``Q'\``+N%``"SB0``JHL#`*.,$P"XLR M8WJ7-6!YHS=>>;$X77G".5QYW3E=>?$X77C^-UYX_S9>>/\U7GC_-5YX_S5> M>/\U]60``-QP``#*>@``P(,``+:)``"NC0``I(\``)V1$`"7DB``D9$N`XJ0 M.0>$CD,,?XU,$GJ+4Q=UB5H;<8AA(&Z&:"-JA6\G9X1W*V.#?RY@@HDQ78&4 M,UN`H399?Z\W5W_`.%=_VC=7?_`W6'[]-EA^_S58?O\U6'[_-5A^_S58?O\U MZ6@``-1T``#&?@``NX<``+*-``"HD0``GI0``):6#@"1EQP`BY9-)$'22415PD%@9;(]?'6B.9B%EC&TE88MT*%Z*?2Q;B8^-5&'UC51ANXU4H7[-%*%_S12A?\S4H7_,U*%_S-2A?\SXVP` M`,YY``#!@P``MHL``*R1``"BE0``EYD``(^;"P"*G1@`A)TG`7Z<-`1YFSX( MRA5D84K4I&0+E"0G3!. MD*LQ3)"\,DR0TS),C^TR3([Z,DR-_S%,C/\Q3(S_,4R,_S%,C/\QW'$``,A^ M``"[B```L9$``*:6``"B!@"!HQ0`?*0C`7>D,`-RHSL&;:)$ M"VBA3`]DH%038)]:%UV>81M9G6@>5IUP(5.<>210FX,G39J.*4J:FRQ(FJDM M1YFZ+4::T"U&F.LM1I?Y+D:6_RY&EO\N1I;_+D:6_RY&EO\NT7<``,&$``"V MC@``JI4``*";``"5GP``BJ0``'VI``!WJQ```&^L+`%JJS<$9:M!!V&J M20M=J5$/6JE8$U>H7Q93IV894*=N'$VF=A]*I8$A2*6,)$6EF29#I*@G0J2X M*$&DSB=!H^HG0*+X*$"A_RE`H/\I0*#_*4"@_RE`H/\IR7X``+J+``"OE``` MHYH``)B@``"-I0``@JH``'6P``!LLPP`:;08`&6T)P%AM#,"7K0]!%JT1@=6 MLTX*4[-5#5"S7!!-LF,32K)K%D>Q=!A%L7X:0K"*'4"PEQX^L*8@/+"W(#RP MS"`\K^@@.Z[W(3JM_R(ZK/\C.JS_(SJL_R,ZK/\CP(8``+.2``"GF0``G)\` M`)"F``"$K```>;$``&VW``!AO`4`7;T2`%J^(`!8OBT!5+XX`E&^0@1.ODH& M3+Y2"$F^60I&OF`,1+YH#D&]<1$_O7P3/+V(%3J]E18XO:07-[VU&#:]RA@W MO.<7-;OV&36Z_QHTN?\;-+G_&S2Y_QLTN?\;N(\``*J8``"?GP``DZ8``(>L M``![LP``;[D``&.^``!8Q`0`4,@,`$W(%P!,R24`2LHQ`$?*.P%%RD0"0\I, M`T'*5`0^REP&/,ID!SK+;@DXRW@*-LN%##3+D@TRRZ(.,``"5I0``B:T``'RT``!P MNP``9,$``%G&``!.RP,`1=`(`#[5#@`]U1H`/-8F`#O7,0`YV#L`.-E%`3;9 M30$UV58",]I>`C'::`,PVW,$+MM_!2S;C04JW)T&*=RM!BC=P08HW=X&)]OO M!R;9^0@FV/X))MC^"2;8_@DFV/X)I)T``)BE``"+K0``?K0``'&\``!EPP`` M60@`##E*@`NYC,`+>8\`"OG1``J MYTP!*.A4`2?H70$EZ6<"(^ES`B+J@0(@ZI$#'^NA`QWKL@,<[,<#'.SA`QOJ M\0,;Z?D#&^GY`QOI^0,;Z?D#FJ0``(VL``!_M0`` M```LXP``)O$``"3^"@`A_Q``'_\6`!S_'``9_R(`%_\H`!7_+@`3_S4`$O\\ M`!#_0P`._TP`#?]6``O_8@`)_V\`"/]_`0?_D`$%_Z`!!/^N`03_O`$#_\``W_(P`+_R@`"/\N``;_ M-0`#_ST``/]&``#_40``_UT``/]K``#_>P``_XL``/^9``#_I0``_ZP``/^L M``#_K```_ZP`_RP3_'84%_QV.!?\=E@7_'9P&_QVB!O\L'_!WU!_D=_@;W'O\']QW_"/8=_PGV'?\)]AW_"?8= M_PGV'?\)_RDJ`?\L)P'_+B`7_(H(%_R&+!O\ADP;_(9H'_R&@!_\AI0?_(:L(_R&Q"/\AN`C_(<$( M_R'+"/PAW`CY(>D(]B'T"/,B_0?R(O\)\2+_"O$A_POP(?\+\"'_"_`A_POP M(?\+_RPF`?\P)`'_,2,!_S$F`?\R+P'_,3H"_R]&`_\M4@/_*UX$_REI!?\H M=07_)W\&_R>(!_\FD`?_)I8(_R:="/XFHPG])JD)_":O"?LFM@GZ)KX)^";( M"?8FV0GR)N@)[R?S">TG_0KK)O\+ZB;_#>DF_PWH)O\.Z";_#N@F_P[H)O\. M_R\C`?\S(`'_-1\!_S,RT0W? M,N4,W#+Q#]@Q_!'5,?\2TC'_$]$Q_Q30,?\4T#'_%-`Q_Q30,?\4_S<;`?\[ M%P#_/Q8`_T,<`/]&)`'_1BX!_T0Y`OQ"1`/V/U`$\3U`WF0W?-Y\.W3>F#MLWK0_9-K80US;!$-4VSA#1-^,1 MS3?Q$\HW^Q7(-_\6QC?_%\4W_QC$-_\8Q#?_&,0W_QC$-_\8_SL7`/]`$P#_ M11,`_TD8`/],(`#_3"D!^DLS`?)(/@+L1DH$YT16!N-#8@C?06P*W$!U#-D_ M?@W5/H8/TSV-$-$]E!'//)L2S3RB$\P\J13*.[$4R#N[%<<[R!;%/-P6P3SM M%[X\^1F[//\:NCS_&[D\_QNX//\;N#S_&[@\_QNX//\;_SX4`/]$$`#_2A$` M_T\4`/]1&P#[4B,`\5$M`>E/.`'B344#W$M1!=9)7`C11V8+SD9P#LM%>!#( M1(`2QD.'%,1"CA7#0I46P4&<%[]!I!B]0*P9O$"V&KI`PAJX0-(;M4'H&[)! M]AVP0?\>KD'_'JU!_QZL0?\>K$'_'JQ!_QZL0?\>_T(1`/]'#0#_3PX`_U,1 M`/]6%0#S5QP`Z%8E`.!5,0'74S\"SU),!))U*\"2;2OTE MF4O_))E+_R282_\DF$O_))A+_R282_\D_T@,`/]/"`#_5@@`]5L)`.E>"@#D M7@T`U5\5`,M@)P#$7S8"OEY#!;A;3@FT65@.L%=A$JQ5:16J5'`8IU-X&J52 M?QRB488>H%".()Y/EB*<3I\CFDZH)9A.LR:73L(GE4[6)Y-.[">13_LGD$__ M)Y!0_R:/4/\FCU#_)H]0_R:/4/\F_TH)`/]3!0#X6@0`XE\#`-IB!@#48PD` MS6,2`,1E(P"\93("MF-`!;%A2PFL7E0.J%Q=$J5;91:A66P8GUAS&YQ6>AZ: M58(@F%2*(I54DB234YLFD5*E)X]2L"F-4KXJC%+0*HI3Z2J)4_DIB%3_*8=4 M_RB'5/\HAU3_*(=4_RB'5/\H_TP%`/]6`0#I70``W&,"`-%G!0#,:`<`QF@0 M`+UJ(`"V:2\!L&@\!*IE1PFE8U$-H6%:$IU?81::7FD9EUQP')5;=QZ26GXA MD%F&(XU8CB6+5YA*896K2N%5KHL@U;,+()7YBR!5_*G]:JBQ]6KES_+'E<_RMZ7/\J M>ES_*GI<_RIZ7/\J_U$``/);``#>9```SVH``,=N`@#`<`0`NG`,`+)Q&@"K M<2D!I7`W`Y]N0@>:;$L,EFI4$9)H7!6.9F,8BV5I&XACU^<*WA>IRUV7K4N=5[&+W1>X2]T7_,N=%__+'1@_RMT8/\K=&#_ M*W1@_RMT8/\K_U,``.A>``#99P``RVT``,-Q`0"[5<$D+D6Y2$(QL612):F`8A6EG&X)H;AY_9G4A?65])'IDA29W M9(\I=6.:*W)BI2UP8K,O;V+$+VYBWB]N8_(N;F/^+6YC_RQN8_\K;F/_*VYC M_RMN8_\K_U4``.5@``#3:0``R'```+]T``"W=P$`L'<'`*AX%0"B>20`G'@R M`I9V/0:1=$<+C')/#XAP5Q.$;UX7@&UD&GUL:QUZ:W,@=VIZ(W1I@R9R:(TI M;V>7+&UGHRYK9K$O:6;!,&EFVS!I9_`O:6?]+6EG_RQJ9_\K:F?_*VIG_RMJ M9_\K_E@``.%C``#/;```Q',``+MX``"S>@``JWH$`*1[$@">?"(`F'PO`I)Z M.P6,>$4*AW=-#H-U51)_W)B&GAP:1UU;W`@%H6=G=A&7-U9QQP=&X?;7-V(FIR?R9H<8DH97"4*V)P MH"U@;ZTO7V^]+UYOU"]>;^TO7V_[+5]O_RQ@;_\L8&__+&!O_RQ@;_\LZUX` M`-AI``#'<@``O'D``+-_``"K@@``H8(``)F##@"4A!T`CH0K`8B#-@2#@D`( M?H!)#'E_41!U?5@4FP>:'ET(F5X?25B=X89' M"W2%3P]PA%83;8)=%VF!8QIF@&H=8W]R(&!^>B-=?80F6GR/*5A[G"M6>ZDL M5'NY+5-[SBU4>NHM5'KY+%1Y_RM5>?\J57G_*E5Y_RI5>?\JX64``,QQ``"_ M>@``M((``*N'``"AB@``E8L``(V-"0"'CA8`@H\D`7V/,0)XCCL%"%8A((D582-)E*#FBE0@JY4A`'>5+0%RE3@$;91"!VF32@ME MDE$.8I%8$EZ07Q5;CV886(YM&U6.=AY2C8`A3XR+(TV+F"5+BZ4G28NU*$B+ MRBA(BN5E2%%E:0C1)2S(T.4R"-# ME.4C0Y+U)$.1_R1#D/\D0Y#_)$.0_R1#D/\DRG4``+N!``"PBP``I)$``)J5 M``"/F0``@YT``'2B``!NHPL`:J07`&:E)0!CI3$!7Z0[`UND1`58I$L(5:-3 M"U*C6@U/HF$03:)H$TJA<15'H'L81*"&&D*?DQQ`GZ(=/I^R'CV?QAX]G^,= M/9WT'CV<_Q\\F_\?/)O_(#R;_R`\F_\@PGP``+6(``"ID```GI8``).;``"' MGP``>Z0``&^H``!CK`0`7ZT1`%RM'P!:KBL`5ZXV`52N0`-1K4@%3JU/!TNM M5PE)K5X+1JQF#42L;@]!K'@1/ZN$$SRKD14ZJZ`6.:NP%SBKPQG_ADVIO\:-J;_&C:F_QHVIO\:NH0``*Z/``"BE@``EYL``(NA``!_I@`` MO``!:M```4[8,`%&W%P!/MR0`3;@P`$JX.@%(N$,"1KA+`T2X4@1! MN%H&/[AB!SVX:PDZN'4+.+>!##:WC@XTMYT/,[>M#S*WP0\QM]X/,;;R$#"T M_!$PL_\2,+/_$S"S_Q,PL_\3LHX``*65``":FP``CJ(``(*H``!UK0``:;,` M`%ZW``!3NP``1\`%`$/"$`!"PAL`0,,G`#_#,@`^Q#P`/,1$`3K$30$XQ%4" M-L1=`S7$9@0SQ7`$,<5\!B_%B@8MQ9H'*\6J""K%O@@JQ=H(*L3P""G"^PDH MP?\**,'_"RC!_PLHP?\+J)4``)V;``"1H@``A*D``'BO``!KM0``7[L``%2_ M``!)PP``/\@$`#;-"0`SSA$`,L\<`#'/)P`PT#$`+]`Z`"[10P`MT4P`*])5 M`"K27P$HTVD!)]-V`273A`(DU)0"(M2F`B'5N0(AU=("(-/K`B#2]@,?T?\$ M']'_!!_1_P0?T?\$GYL``)2B``"'J0``>;$``&VX``!@O@``5,,``$G'```^ MRP``-=`!`"W5!@`EVPL`)-X2`"/>'``BWR4`(>`N`"#@-P`?X4``'N%*`!WB M4P```8Y(@!%^6:`1;FK`$5YL`!%.?=`1/E[P$3X_H!$^/Z M`1/C^@$3X_H!EJ(``(FI``![L0``;KD``&'```!4Q@``2,H``#W/```STP`` M*MD``"+>`@`>ZPH`'.P0`!OM%P`9[1\`%^XF`!7N+0`4[S4`$_`]`!'P1@`0 M\5``#_);``[R:0`-\W@`#/2*``OUG``*]:X`"?;"``GVV0`(]>T`"/7M``CU M[0`(]>T`BZD``'VR``!ON@``8L(``%7)``!'S@``.](``#'8```GW0``'^$` M`!GH```6^`8`%/H-`!+[$@`0_!<`#OP=``W](P`,_2D`"OXP``C_.``&_T$` M`_],``#_6```_V8``/]W``#_B0``_YL``/^K``#_NP``_\X``/_/``#_SP`` M_\\`?[(``'&Z``!CPP``5LL``$C1```ZU@``+]T``"7A````+_ M$H("_Q*+`O\2D@+_$ID"_Q*>`O\2I`+_$JD"_Q*O`O\2M@+_$KT"_Q+'`O\2 MU`+]$N4"^A+Q`O<2^@+U$_\"]!/_`_03_P/T$_\#]!/_`_03_P/T$_\#_R0G M`?\F)`'_)B0!_R0G`?\B+P'_(#H!_QY&`?\<4P+_&E\"_QAJ`O\7=0+_%W\" M_Q>(`O\7CP+_%Y8"_Q><`O\7H0+_%Z<"_Q>M`O\7LP/^%[L#_1?%`_H7T0/W M%^0"]!?O`O$8^@+O&/\#[AC_!.X8_P3M&/\%[1C_!>T8_P7M&/\%_R$# M[!WN`^D>^03H'O\%YA[_!N4>_P;E'O\'Y1[_!^4>_P?E'O\'_RL?`/\M'`#_ M+1L`_RX@`/\O*0#_+S0!_RP_`?\J2P+_*%<"_R9B`OTE;0/Z)'<#^".``_8C MB`/U(X\#\R.5!/(CFP3Q(Z$$[R.H!.XCK@3M([8$ZR._!.HCS`3G(^`$XR3M M!.`D^0;>)/\'W"3_"-LD_PG:)/\)VB3_"=HD_PG:)/\)_RX;`/\Q%P#_,A8` M_S4<`/\V)0#_-B\!_S0Z`?\Q1@'[+U("]RU=`O,L:`/P*W(#[BI[!.PJA`3J M*HL$Z"J2!>,IK`7A*;0%X"J]!=XJR@7;*MX%UBKM!](J M^`G/*_\*S2K_"\PJ_PS+*O\,RRK_#,LJ_PS+*O\,_S(7`/\U$@#_.!(`_SL8 M`/\](`#_/"H`_CLU`?,8<% MW#".!MHPE0;8,)L'UB^B!]0OJ0C2+[$(T"^Z"<\PQ@G-,-@)R3'J"L8Q]PS# M,?\.P3'_#\`Q_P^_,?\/OS'_$+\Q_Q"_,?\0_S83`/\Y#P#_/A``_T$4`/]# M&@#_0B,`]4$N`.T^.@'G/48!X3Q3`MTZ7@/9.6@$U#AQ!M$X>@?/-X$(S3>( M"_T<``/-1``#?6```T5T``,E@`@##8`0`O5X-`+5@&@"N82H` MJ6`W`J1>0P2?74T(FUM5"YA970Z56&01DE=K$X]6A%*<'X)2IR&`4K0B?U+$(WU2WB-\4_$B?%/^(7M4_R%[5/\@>U3_('M4 M_R![5/\@_TH``.E4``#:7```S&$``,-D``"\9`(`_^)]$$E#0U]04D]&24Q% M``82MF,*`*]D%P"I92<`HV0T`IYC0`2984H'E5]2"Y%>6@Z.76$1BUMH$XE: M;Q:&6788A%A]&H%8AAQ_5X\>?5:9('M6I")Y5K$C=U;!)'96VB1U5^\D=5?] M(W58_R)U6/\A=5C_(758_R%U6/\A_TT``.57``#37P``R&0``+]G``"W:``` ML6<'`*EH%`"C:20`GF@R`9EG/02494<'D&1/"HQB5PV(85X0A5]E$X->;!:` M77,8?5UZ&GM<@QUY6XP?=EN7(71:HB-R6J\D<5J_)7!:U25O6^TE;UO\(V]; M_R)O6_\B;UO_(6];_R%O6_\A^D\``.%:``#/8@``Q&<``+MK``"S;```K&H$ M`*1K$@">;"$`F6PO`91K.@./:40&BFA-"89F50V#95P0@&1B$WUB:15Z8G`8 M>&%X&G5@@!US7XH?<%^4(6Y>H"-L7JTE:UZ\)FI>T29I7NPE:E_[)&I?_R-J M7_\B:E__(FI?_R)J7_\B\%(``-U=``#+90``P&L``+=N``"O;P``IVX!`*!O M$`":VA@$G=F9A1U9FX7$7-K9!1P:FP7;6ES&FMI M?!QH:(8?9F>0(61GG"-B9JDE8&:Y)E]FS29?9N@F8&;Y)&!F_R-@9O\C86;_ M(F%F_R)A9O\BZ%@``--C``#$:P``N7$``+!U``"G=P``GG4``)9V#0"0=QD` MBW@G`(9W,P*!=CT$?'5&!WAS3@MUAQC M;8,>86R.(5]KFB-=:ZP``F'D``)!Z"P"*>Q8`A7PD M`(%\,0%\>SL$=WI$!G-Y3`IP>%,-;'=:$&EV81-G=6@69'1O&&%S>!M>V847WIM%UQY=1E9>'\<5WB* M'E1WEB%2=J0B47:S(U!VQB10=N,C4'7U(U%U_R)1=/\A473_(5%T_R%1=/\A MV&,``,5M``"X=@``KGT``*6"``":@P``C8,``(2$`P!]A1``>88>`'6'*P%Q MAS8";88_!&F%1P=EA$\*8H-6#5^#7`]<@F,26H%K%5>`$A2WST(4M[_R!+>_\@2WO_($M[_R!+>_\@T&<` M`,!R``"T>P``JH(``*"&``"5B```AX@``'R*``!VC`X`%&DJ&DAQ( MAJ`=1H:O'D6%PAY%A=\>183R'D6#_AY%@O\>18+_'D6"_QY%@O\>RFT``+IX M``"O@0``I8<``)J+``"/C0``@8X``'21``!NDPH`:905`&:5(@!CE2X!8)4X M`ER50019E$D&5I10"%235PI1DUX,3I)F#TR2;A%)D7@41I"#%D20D!A"CYX9 M0(^M&C^/P!H_C]P:/XWQ&C^,_1L_B_\;/XO_&S^+_QL_B_\;PG,``+5^``"J MAP``GXP``)20``"(DP``>Y4``&R9``!EFP0`8)P0`%V='0!;GBD`6)XT`56> M/0)2G44#4)U-!4V=5`=+G%L)2)QC"T:<:PU#FW4/09N`$3Z:C1,\FIL4.IJK M%3F:O14YFMD5.9CO%CF7_!8XEO\7.)7_%SB5_QP$`!%L!P`1+$G`$*Q,@!!LCL` M/[)#`3VR2P$[LE,".;);`S>R9`0ULFX%,[)Y!C&RAP`#6\*0`TO3(`,[T[ M`#*]1``QODP`+[Y5`2Z^7@$LOF@!*KYT`BF^@@(GOY$#)K^B`R2_M`,CO\L# M([[H`R.\]P0BN_\%(KO_!2*[_P4BN_\%I)(``)B8``",G@``@*4``'.K``!G ML```6[4``$^Y``!$O```.L```##$!``JQPL`*,@3`"?)'0`FR2<`)@`@9``SH(0`+Z2D` M"NHQ``GJ.P`'ZT4`!>M1``3K7@`#ZVX``>N```#JE```ZJ<``.N\``#KT@`` MZ^D``.SO``#L[P``[.\`AZ<``'FO``!KMP``7KX``%'%``!#R0``-\T``"W1 M```CU@``&]L``!/?```.XP``#.X"``KV"@`']@X`!?82``/V&```]1X``/4E M``#U+@``]3<``/9"``#V3@``]ET``/9N``#V@0``]I4``/>G``#WMP``^,<` M`/C0``#XT```^-``>Z\``&VX``!@P```4L@``$3-```WT0``*]<``"'<```8 MX```$>0```SG```'[P``!/H```'_`P``_P@``/\-``#^$```_A0``/\:``#_ M(0``_RD``/\S``#_/@``_TL``/];``#_;```_X```/^2``#_H0``_ZT``/^S M``#_LP``_[,`_QPF`/\<)`#_&B4`_Q4G`/\1+@#_$#H`_PY'`?\-4P'_"U\! M_PIK`?\*=0'_"G\!_PJ'`?\*C@'_"I4!_PJ;`?\)H`'_":4`_PFK`/\)L0#_ M";@`_PG!`/X)S`#\"=X`^0GK`/4)]@#S"?\`\@K_`/$*_P'Q"_\!\0O_`?$+ M_P'Q"_\!_Q\C`/\?(0#_'B$`_QDD`/\7+`#_%3<`_Q-$`/\14`'_$%P!_PYG M`?\.<@'_#GL!_PZ$`?\.BP'_#I(!_PZ8`?\.G0'_#J,!_@ZH`?P.K@'[#K4` M^@Z^`/@.R0#U#ML`\@[J`.X.]0#L#O\!ZP__`>H/_P'J$/\!Z1#_`>D0_P'I M$/\!_R(?`/\B'`#_(1P`_Q\@`/\?*0#_'#0`_QI``/\73`'_%5@!_Q1C`?\3 M;@'_$W83]0'D%/\!XA3_`N$5_P+A%?\"X!7_`N`5_P+@%?\" M_R4;`/\F%P#_)!8`_R4<`/\F)0#_)#``_R$[`/\?2`#_'50!_1M?`?D::0'W M&G,!]!E\`?(9A`'Q&8L![QF1`>X9EP'L&9T!ZQFC`>D9J@'H&;$!YQFZ`>49 MQ0'C&=4!WQKH`=P;]0+8&_\"U1S_`]0<_P/3'/\$TAS_!-(<_P32'/\$_RD7 M`/\J$P#_*1(`_RP8`/\L(0#_+"L`_RDW`/TG0P#W)4\!\R-:`>\B9`'L(6X! MZ2%W`>(@E`'A()H!WR"@`=X@IP'<(:\!VB&X`M@APP+5 M(=,"T2+G`LTB]`/*(_\$R"/_!<,J7P'@*6D!W2ER M`=HH>@'7*(("U2B)`M,HD`+1*)8#SRB<`\XHHP/,**L#RBBS`\DHO@3'*,P$ MQ2GB!,$J\0:^*OX'O"K_"+HJ_PBZ*O\(N2K_";DJ_PFY*O\)_S`/`/\R"P#_ M-@T`_S@0`/\Y%0#Y-QX`[S4H`.Z+\<'N##= M![4P[@FR,/L*L##_"ZXP_PNN,/\+K3#_"ZTP_PNM,/\+_S,,`/\V!@#_/`D` M_SX,`/T]$`#O/!4`Y#D?`-LY+0#2.CP`S3I)`<@Y5`'$.5X"P3AG`[\W;P2] M-W8%NS9]!KDVA`>W-HL'MC62"+0UF@FS-:$)L36J"J\UM`NN-<$+K#74"ZDV MZ@RF-O@-I3;_#J,W_PZB-_\.HC?_#J(W_PZB-_\._S<'`/\[`@#_0`,`\D(% M`.E""0#E/PX`V#X6`,Y`)P#'038`PD%$`;U!3P*Y0%D#MC]A!+0^:0:Q/7$' MKSUX"*X\?PFL/(8*JCN-"ZD[E0RG.YT-I3NF#:,ZL`ZB.[P/H#O-#YX[YA"; M//41FCS_$9D\_Q&8//\1F#S_$9@\_Q&8//\1_SH!`/]```#O10``X4@``-E( M!0#31@D`S$42`,1'(@"]2#$`N$@_`;-'2@*P1E0$K$5=!:I$9`>G0VP(I4)S M"J-">@NA08$,H$&(#9Y`D`^<0)@0FD"A$9A`K!*70+@2E4#($Y-`X1.10?,4 MD$'_%(]!_Q2.0O\3CD+_$XY"_Q..0O\3_SP``/E$``#D2@``V$X``,Y/`@#) M308`PTL/`+M-'0"U3BT`KTXZ`:M-1@*G3$\$I$M8!J%*8`B>26<)G$AN"YI' M=0V81GP.ED:##Y1%BQ&21902D$6=$XY%J!2,1;05BT7$%HI%W!:(1O`6AD;] M%H9&_Q:%1_\5A4?_%85'_Q6%1_\5_S\``.Q(``#=3P``SU,``,95``#`4P,` MNU$,`+-2&0"M4RD`J%,V`:-20@*?44L$G%!4!IE/7`B63F,*E$UJ#)%,<0Z/ M2W@/C4M_$8M*AQ*)2I`4ATF:%85)I1>#2;$8@DG`&(%*UAE_2NT8?DO\&'Y+ M_Q=]2_\7?4O_%GU+_Q9]2_\6_T,``.9,``#64P``R5@``,!9``"Z6`$`M%8) M`*Q7%@"F6"4`H5@R`9U7/@*85D@$E551!I)46`B/4E\*C%)F#(I1;0Z(4'00 MA4][$H-/A!.!3HT5?TZ7%WU.H1A[3:X9>DZ]&GA.T1IW3NL:=T_Z&79/_QEV M3_\8=D__%W9/_Q=V3_\7^$8``.)0``#05P``Q%P``+M>``"T70``KEH&`*9; M$P"@7"(`FUPO`)=;.P*26D4#CUE-!HM850B(5UP*AE9C#(-5:@Z!5'$0?E1X M$GQ3@!1Z4HD6>%*4&'92GQET4JL:"6UD*@%I@#'U99PY[6&X0>%AU$G97 M?11T5X<6EY="W==9`UU7&L0Q1N M6X07;%J/&&I:FAIH6J<<9EJV'65:R!UE6N0=95KV'&5:_QME6O\:95K_&65: M_QEE6O\9Z$\``--9``#$80``N68``+!H``"G:0``GF4``)=F#0"19QD`C&@G M`(=G,@ CT"?V5&!'MD309X8U0)=6);"W)A80UP86D/;6!P$FM?>11I7X(6 M9UZ-&65>F!IC7J4<85ZT'6!>QQU@7N,=8%[U'&!>_QM@7O\:85[_&F%>_QIA M7O\:Y%(``,]<``#`9```MFD``*QL``"C;```F6D``))J"P",:A8`AVLD`()K M,`%^:CH">FE#!'9H2P9S9U((<&=9"FUF8`UK968/:&1N$69D=A1D8X`68F.+ M&&!BEQI>8J0<7&*R'5MBQ1U;8N$=6V+T'%MB_QM<8O\:7&+_&EQB_QI<8O\: MX%4``,M?``"]9P``LFP``*EP``"?;P``E&P``(QM"`"&;A,`@F\A`'UO+0%Y M;S@"=6Y!`W)M205N;%`':VM7"FEK7@QF:F4.9&EL$6%I=!-?:'X676>)&%MG ME1I99J(;5V:P'%9FPQU69M\=5F;S'%=F_QM79O\:5V;_&E=F_QI79O\:VUD` M`,=B``"Z:@``KW```*9S``":`'AS*@!T3(!:W@\ M`FAX1`1E=TP&8G=3"%]V6@I==6$,6G5H#UAT@``A'H``'I[``!T?`P`;WX7`&Q^)`!I?R\!9G\Y`F)_ M0@-??DD%77U0!UI]5PE7?%X+57QE#5)[;@]0>G<23GJ"%$MYCA9)>9P72'BK M&$9XO1E&>-491G?O&$=V_!A'=O\81W7_%T=U_Q='=?\7R64``+IO``"N=P`` MI'T``)A_``"+?P``?G\``'.!``!L@PD`:(03`&6%(`!BABP`7X8V`5R&/P)9 MA48#5X5.!52%50=2A%P)3X-C"TV#:PU+@G0/2()_$4:!C!-$@9H50H"I%D&` MNA9`@-(607_M%D%^^Q9!??\607W_%D%]_Q9!??\6PFH``+5U``"J?0``GX(` M`)*#``"%A```>84``&J)``!DB@,`8(P0`%V-&P!;CB<`6(XR`%6..P%3CD," M4(Y*`TZ-4@5,C5D&28Q@"$>,:`I%BW(,0HM]#D"*B0\^BI@1/(JG$CN*N!(Z MBL\2.XCK$CN'^A,[AO\3.X;_$SN&_Q,[AO\3O'$``*][``"E@P``F8<``(R( M``!_B0``73@-%EE4$0Y9=!4&6908^E6\(/)5Z"3J5APLXE94,-I2E#364M@XTE,P- M-)/I#322^`XTD/\/-)#_#S20_P\TD/\/M7@``*J"``">B```DXT``(:.``!Y MD```;9,``&&7``!5FP``39X&`$F?$`!'GQL`1J`F`$2@,`!#H3H`0:%"`3^A M20$]H5$".Z%9`CFA80,WH&L$-:!V!3.@@P8QH)(',*"B""Z@LP@NH,D(+I_G M""V=]PDMG/\*+9O_"BV;_PHMF_\*KX```*.)``"7C@``C9,``'^5``!RF``` M9IP``%N@``!/I```1:<``#ZI#``\JA0`.JH?`#FJ*0`XJS(`-ZL[`#6K0P`T MK$L`,JQ3`3&L7`$OK&8"+:QQ`BNL?P,JK(X#**R>!">LL`0FK,4$)JOD`R6I M]00EJ/\%):?_!26G_P4EI_\%IXD``)N/``"1E```A)D``'B>``!KH@``7Z8` M`%.J``!(K0``/;```#2S`P`OM0X`+;46`"RU(``KMBD`*K8R`"FW.@`HMT,` M)[=,`":X50`DN%\`([AK`"*X>`$@N(@!'[B9`1VYJP$Z$``&ZF``!BJP``5K```$JS M```_M@``-;D``"R\```DOP8`'\(-`!W"%``T``=7V M``'5]@`!U?8`CIT``("D``!SJP``9K$``%FX``!,O0``/\```#3#```JQP`` M($```#D````Y0<``.8-``#G$0``Z!8``.D=``#J)0``ZRX` M`.TY``#O10``\%,``/%D``#Q=@``\HH``/.<``#SK0``]+L``/3(``#TR``` M],@`=ZT``&JU``!$P#_ M&Q(`_QP9`/\;(@#_&"P`_Q4X`/\31`#^$E``^1%;`/409@#S$&\`\!!W`.X0 M?P#L$(8`ZA",`.D0D@#H$)@`Y@^>`.4/I0#C#ZP`X0^T`.`/O@#>#\P`VA#A M`-41\`#2$OL`SQ+_`@#@ M%H(`WA:(`-P6CP#;%I4`V1:;`-86H@#4%JD`TA:Q`-`7NP#.%\D`S!C>`,@9 M[@'%&OL!PQK_`L$;_P+`&_\"P!O_`L`;_P+`&_\"_R8.`/\E"P#_*`P`_RD0 M`/\H%@#^)B``]"0K`.PA.`#F($0`X1]0`-T?6P#9'F4`U1YM`-(?=0#0'WT` MSA^#`,P?B@'+'Y`!R1^7`<@?G@'&'Z4!Q2"M`<,@MP'!(,0!P"'6`;PBZ@*Y M(O@#MB+_`[4C_P.T(_\$LR/_!+,C_P2S(_\$_RD+`/\J!0#_+@@`_R\,`/\M M$`#S*Q<`Z"@B`.`F+P#9)CT`TB=*`,TG50#**%\`QRAH`<4H;P'#)W2`KLGF0*Y)Z`"MR>I`[8HLP.T*+\#LRC/`[`IY@2M*?8$ MJRK_!:DJ_P:H*O\&J"K_!J@J_P:H*O\&_RT%`/\P``#_,P(`]C0&`.\R"@#H M+A``W"P8`-$N*`#++S<`QC!$`,$P3P"^,%D!NS!B`;@P:@*V+W$"M2]X`K,O M?P.Q+X8#L"^-`ZXNE`2M+IP$JRZD!:DOK@6H+[H%IB_*!J0PX@:A,/,'GS#_ M")XQ_PB=,?\(G#'_")PQ_PB<,?\(_S```/\U``#O.```XCH``-LY!`#6-0D` MSC03`,8V(@"_.#$`NC@_`+8X2@&S.%0!L#==`JTW9`*K-FP#J39S!*@V>02F M-8`%I#6'!:,UCP:A-9<'GS6@!YXUJ@B<-;8(FS7%"9DUW0F6-N\*E#;]"I,W M_PJ2-_\*DC?_"I(W_PJ2-_\*_S,``/8Z``#D/P``V$(``,Y"`0#)/@8`Q#L/ M`+L^'0"U/RP`L3\Z`*T_10&I/T\!ICY8`J,]7P.A/6<$GSQM!9T\=`:<.WL& MFCN"!Y@[B@B6.Y,)E3J<"I,ZI@N1.K(+D#O`#(X[U0R,/.P-BCS[#8D\_PV) M//\,B#S_#(@\_PR(//\,_S<``.H_``#<10``SDD``,5)``"_1@(`ND,,`+-$ M&0"M12<`J$8U`*1%00&@14L"G413`II#6P.80V(%ED)I!I1!<`>2078(D$!^ M"8Y`A@J-0(X+BT"8#(E`H@V'0*X.A4"\#X1`SP^"0>D/@4'Y#X!!_P^`0O\. M@$+_#H!"_PZ`0O\.^CL``.5$``#32P``QTX``+Y/``"X3```LDD)`*M)%0"E M2R,`H$LQ`)Q+/0&82D<"E4E/`Y))5P202%X%CD=E!HM':P>)1G()B$9Y"H9% M@@N$18H-@D64#H!$GP]^1*L0?$6Y$7M%RQ%Z1>81>4;W$7A&_Q!X1O\0>$;_ M#WA&_P]X1O\/\#\``-])``#-3P``P5,``+A4``"Q4@``JTX%`*1.$0">3R`` MF5`M`)50.0&23T,!CDY,`XM-4P2)35H%ADQA!H1+:`B"2VX)@$IV"WY*?@Q\ M28<.>DF1#WA)G!!V2:@2=$FV$G-)R!-R2N,3<4KU$G%*_Q%Q2_\1<4O_$'%+ M_Q!Q2_\0[$,``-E,``#(4P``O5<``+18``"L5P``I5(!`)Y3#P"85!P`DU0I M`(]4-0"+4T`!B%-(`H524`2"45<%?U!>!GU09`A[3VL)>4]R"W=.>PUU3H0. M51;!G=480AU4V@)`UO4H$/;5*+ M$&M1EQ)I4:,39U&Q%&91PQ5E4MX595+R%&52_Q-E4O\295+_$F52_Q)E4O\2 MY$H``,]3``#`6@``M5X``*Q@``"B7@``FED``)):"P"-6Q8`B%PC`(1<+P"` M6SH!?5M#`GE:2P-V65($=%A8!G%87P=O5V8);5=M"VM6=0UI5GX/9U:)$655 ME1)C5:$48E6O%6%5P19@5=L68%;Q%6!6_A1@5O\385;_$F%6_Q)A5O\2X$T` M`,M6``"]70``LF$``*AC``"=80``E5T``(U>"0"'7A,`@U\@`']?+`![7S2`-Q74\$;UQ6!6Q<7`=J6V,):%MK"V9: M6:`475FN%5M9OQ9;6=@66UGO%5M9_11<6?\37%G_$EQ9_Q)<6?\2W%```,=9 M``"Z8```KV0``*1E``"99```D&```(AA!@""8A$`?F,=`'IC*@!V8S0!D1)979X4 M6%VL%5==O1967=465EWN%5==_!177?\35UW_$E==_Q)77?\2UE,``,1<``"W M8P``K&@``*!H``"59P``BF,``(-E`@!]9@\`>&8:`'1G)P!Q9S(`;F<[`6MF M0P)H9DL#9652!6-E609A9%\(7F1G"EQC;PQ:8W@.6&.#$%9BCQ)48IP34V*J M%5)BNQ518M(546'M%5)A^Q128?\34V'_$E-A_Q)38?\2T58``,!?``"S9@`` MJ6L``)QK``"0:@``A6<``'UI``!W:@T`I%$UG MN11,9\\43&;K%$UF^Q--9O\23F7_$DYE_Q).9?\2S%H``+QC``"P:@``I6\` M`)AN``",;0``@&P``'=M``!Q;@L`;6\4`&EP(0!F<2P`9'$V`6%Q/@%><48" M7'!-`UEP5`57<%L&56]B"%-O:@I0;G,,3FY^#DQMBA!*;9@126RG$DALN!-' M;,T31VSJ$TAK^A)(:_\22&K_$4AJ_Q%(:O\1QUX``+AG``"L;@``H7(``)-R M``"'<0``>G$``'%R``!K=`<`9G41`&-V'0!@=R@`7G@(`7GP.`%Q]&0!9?B0`5W\O`%5_.`%3?T`!4'](`DY^ M3P-,?E8$2GY=!4A]909&?6X(0WQY"D%\A@L_>Y0-/GNC#CQ[LPX\>\@./'KF M#CQY]PX\>/\./'C_#CUW_PX]=_\.O&@``*]R``"D>0``EGH``(AZ``!\>@`` M<'P``&-_``!<@@``5X0+`%.%%`!1AB``3X8J`$Z'-`!,ASP!2H=$`4B'2P)& MAU,"1(9:`T*&8@1`AFP&/H5V!SN%@P@YA9$*.(2@"S:$L0LVA,8+-H/D"S:" M]@LV@?\,-H#_##:`_PPV@/\,MF\``*IX``"??P``D'X``(-_``!W@```:X(` M`%Z'``!5B@``3HP&`$J.$`!(CQH`1X\E`$60+P!$D#@`0I!``$"01P$_D$\! M/9!6`CN07P(YD&@#-X]S!#6/@`4SCXX&,8^>!S".KP:0@`VFDH`-9I2 M`3.:6@$QFF0!+YIO`BV:>P(LFHH#*IJ:`RF:K`0HFL`$)YG>`R>7\@0GEOT% M)Y7_!2>5_P4GE?\%J7X``)Z%``"2B0``A(H``':,``!JCP``7I,``%27``!) MFP``0)\``#>B!``RHPX`,:,7`#"D(0`NI"H`+:0R`"RE.@`KI4,`*J5+`"FE M5``HI5X`)J5I`"6E=@$CI84!(J66`2"FJ`$?I;L!'J77`1ZD[P$>HOL"'J'_ M`AZA_P(>H?\"HH8``)>,``"+CP``?9$``&^4``!CF```5YT``$VA``!#I0`` M.*@``#"K```HK@<`)*\0`".O%P`AKR$`(+`I`!^P,0`>L#H`';%"`!RQ3``; ML58`&K%A`!FR;P`8LGX`%K*0`!6RH@`4LK8`$[+.`!.QZP`3K_D`$Z[_`1.N M_P$3KO\!FHT``)"2``"$EP``=9H``&B?``!;HP``4*@``$6L```[L```,;(` M`">U```@N```&+H'`!2\#@`3O!4`$KP>`!&])@`1O2X`$+TW`!"^00`.ODP` M#KY7``V^90`,OW0`"[^&``J^F0`(OJP`![["``>^WP`(OO``"+WZ``B]_``( MO?P`DY0``(>9``!ZGP``;*4``&"J``!3KP``1[,``#RV```QN```)[L``!^^ M```7P0``$<0!``S("``(R0X`!\D4``;)'``%R20`!,HL``/*-@`"RD```,M, M``#+60``RV@``,MY``#,C```RY\``,NS``#+R```S.(``,SO``#,\0``S/$` MBIH``'RA``!OIP``8JT``%6S``!(N```.[L``#"^```FP0``'<0``!7(```/ MRP``"LX```32`@``TPH``-,/``#4%```U1H``-8B``#7*@``V30``-H_``#< M2P``W%H``-UJ``#=?0``W9$``-VD``#>M@``WL@``-[>``#>X@``WN(`?Z(` M`'&I``!DL```5K<``$F\```\P```+\0``"3'```;RP``$\\```W2```'U@`` M`-L```#>````WP,``.`)``#A#@``XA(``.,7``#E'@``YB<``.@Q``#J/0`` M[$L``.Q:``#M;```[H```.Z4``#NI0``[K0``.["``#NQ@``[L8`=*H``&:R M``!8N0``2\```#W%```OR0``),T``!G1```1U@``"]L```/>````X0```.4` M``#H````Z0```.H```#K!@``[0L``.\/``#P$P``\AH``/0C``#W+@``^3L` M`/M*``#\6P``_6T``/V```#^DP``_J(``/ZM``#^KP``_J\`_Q`?`/\.'0#_ M"AT`_P$@`/\`*`#_`#4`_P!!`/\`3@#_`%H`_P!E`/\`;@#_`'<`_P!_`/X` MA@#\`(P`^P"2`/D`EP#X`)P`]P"B`/8`IP#U`*T`\P"U`/(`O0#Q`,D`[P#< M`.X`ZP#M`/<`[`#_`.L`_P#J`/\`Z@#_`.H`_P#J`/\`_Q,<`/\1&0#_#1D` M_P8<`/\#)0#_`#$`_P`^`/\`2@#_`%8`_P!A`/\`:P#]`',`^@![`/<`@P#U M`(D`]`"/`/(`E`#Q`)D`\`"?`.X`I`#M`*L`[`"R`.H`N@#H`,8`YP#6`.4` MZ`#D`/4`XP#^`.(`_P#A`/\`X0#_`.$`_P#A`/\`_Q48`/\3%`#_#Q0`_PT9 M`/\+(@#_""T`_P0Y`/\!1@#_`%$`_@!<`/H`9@#V`&\`\@!W`.\`?@#M`(4` MZP"+`.H`D0#H`)8`YP"<`.8`H0#D`*@`XP"O`.$`N`#?`,,`W0#1`-L`Y@#9 M`/,`UP#]`-4"_P#4`O\`U`/_`-0#_P#4`_\`_Q@3`/\5$`#_$@\`_Q(5`/\1 M'0#_#B@`_PPT`/\*00#Y"$P`]097`/$&80#M!FH`Z05R`.8%>@#D!8$`X@6' M`.`&C0#?!I(`W0:8`-L&G@#9!J4`UP:M`-0&M0#2!L``T`?/`,X(Y0#,"?0` MR@O_`,@,_P#'#/\`QPS_`,8,_P#&#/\`_QL.`/\9#`#_&`T`_Q@1`/\7&`#_ M%"(`^Q$N`/,0.@#M#D8`Z`U2`.4-7`#A#64`W@UM`-L-=0#8#7P`U0V"`-,- MB0#1#8\`T`V5`,X-G`#-#J,`RPZK`,D.M`#(#L``Q@[/`,,0Y@#`$?4`O1+_ M`+P2_P"[$O\`NA+_`;H2_P&Z$O\!_Q\*`/\:@"\'W$`NA]X`+D??@"W'X4` MMA^,`+0?DP"S'YH!L2"C`;`@K`&N(+0&K)W\!JB>& M`:@GC@&G)Y8"I2>>`J,HJ`*B*+,"H"C!`I\HU0*<*>P#FBKZ`Y@J_P27*O\$ MERK_!)8J_P26*O\$_R@``/4N``#E,P``VC4``-`S`0#,+08`QBH0`+XM'@"X M+BP`LR\Z`*\O10"L,$\`J2]8`*'-N4'A3;V!X0W_P>#-_\'@S?_!X(W M_P>"-_\']#(``.,[``#200``QD0``+U#``"W/P``L3L)`*H[%`"E/"(`H#TP M`)T].P"9/44`ECU.`90\5@&2/%T"D#QC`HX[:@.,.W$$BCMX!(@Z@`6'.H@& MA3J2!H,ZG`>!.J@(@#JU"7X[Q@E].^$)>SSS"7L\_PEZ//\(>CS_"'H\_PAZ M//\([C<``-U!``#+1@``OTD``+9)``"N1@``J4$$`*-!$0"=0AX`F$,K`)5# M-P"10T$`CD)*`8Q"4@&)05D"AT%?`X5!9@.#0&T$@4!T!8!`>P9^/X0'?#^. M"'H_F0EX/Z4*=T"R"G5`PPMT0-T+D5P!7A$>`9V1($(=$2+"7)$ ME@IP1*(+;T2O#&Y$P`QM1=D-;$7O#&M%_0MK1O\+:T;_"FM&_PIK1O\*Y4`` M`,])``#!3P``M5(``*M2``"A3P``FTH``)1*#`"/2Q<`BTPD`(=,+P"$3#H` M@4Q#`7Y+2P%[2U(">4I8`W=*7P1U268%U!` M`7A02`%U3T\"4)L-75"I M#EM1N0Y;4E<:`'97)@!S6#$`<%578(756!"EM5C0M95)H-6%2G#E95 MN`]65

:0957G((4UY]"5%=B0M0798,3EVD#4U=M`Y,7<@. M3%WF#DU=]PU-7/\,35S_#$Y<_PQ.7/\,R50``+E<``"M8P``GV,``))C``"' M8@``?&```'1A``!N8@D`:6,2`&9C'0!C9"@`860R`%YD.P!<9$,!6F1*`EAD M40)69%@#5&1?!%)C9P508W`'3F-Z"$QBA@I+8I0+26*B#$ABL@U'8L<-1V+D M#4AA]@Q(8?\,2&#_"TE@_PM)8/\+Q%@``+5@``"J9@``FV8``(UF``""90`` M=F0``&YE``!H9@4`8V<0`&!H&@!=:24`6VHO`%EJ.`!7:D`!56I'`5-J3@)1 M:E4#3VE=!$UI9`5+:6T&26AX!T=HA`E&:)(*1&>A"T-GL0Q"9\4,0F?B#$)F M]0Q#9O\+0V7_"T-E_PM#9?\+OUP``+%D``"F:@``EFD``(EI``!]:0``<6D` M`&=J``!B;`$`76T-`%EN%@!7;R$`57`K`%-P-0!1<#T`4'!%`4YP3`%,<%," M2G!:`TAP8@1&;VL%1&]U!D)O@@=`;H\)/VZ>"CUNKPH];L(*/&[@"CUM]`H] M;/\*/6O_"CYK_PH^:_\*NF```*UI``"@;@``D6T``(1M``!X;0``;&X``&%P M``!;<@``5G0*`%)U$@!0=AT`3G#D`27A!`$AX20%&>%`!1'=7 M`D)W7P-`=V@#/G=S!#QV?P8Z=HT'.7:<"#=UK0@W=<`(-G7>"#=T\@@W<_X( M-W+_"#=R_P@W0``3GL%`$I]#P!(?A@`1G\C`$5_+`!#@#4`0H`]`$&`10`_@$P!/8!4`3R` M7`(Z?V4".']O`S9_?`0T?XH$,G^:!3%^J@8P?KT&,'[:!C!]\`8P>_T&,'O_ M!C!Z_P8P>O\&L&P``*1U``"4=0``AG4``'EV``!N=P``8WD``%=]``!/@0`` M1X0``$*&#``_AQ,`/8@=`#R()P`[B3``.HDX`#B)0``WB4@`-HE/`#2)6`$S MB6$!,8EL`2^)>`(MB8<"+(F7`RJ(IP,IB+H#*8C4`RF&[@,IA?P$*83_!"F$ M_P0IA/\$JG0``)Y[``".>@``@'H``'1[``!H?@``78$``%*%``!)B0``08P` M`#F0!0`UD0\`,Y(7`#*2(0`QDBD`,),R`"Z3.@`MDT$`+)-*`"N44@`JE%P` M*)1G`">4```"'?P``>X```&Z"``!BA0``5XD``$V.``!"D@``.I8``#*9 M```JG`D`*)T1`":=&0`EG2(`))XJ`".>,@`BGCH`(9Y"`"">2P`?GU4`'I]@ M`!R?;0`;GWP`&I^-`!B?GP`7G[(`%I_)`!:>Z``6G/<`%IO_`1>;_P$7F_\! MG8,``(^&``""A@``=(<``&>+``!;CP``4),``$:8```\G```,Z```"NC```C MI@``'*@+`!JI$0`8J1@`%ZDA`!:J*0`5JC$`%*HY`!.J0P`3JTT`$JM8`!&K M90`0JW0`#JN&``ZKF0`-JZP`#*O!``RJWP`,J?(`#:C\``VH_P`-J/\`EHH` M`(F,``!ZC0``;)$``&"5``!4F@``29\``#^C```UIP``*ZH``".N```;L``` M%+,!``^U"@`-MA``#+86``NV'P`*MB<`";8O``BV.0`'MT,`!K=/``2W6P`# MMVH``K=[``"WC@``MZ$``+:T``"VRP``MN4``+7Q``"U]P``M?<`CY$``(&4 M``!REP``99P``%BA``!,I@``0:L``#>O```LL@``([4``!JX```3NP``#KT` M``G`!0`#P0T``,$1``#!%P``PAX``,(F``#"+P``PSD``,1$``#$4```Q%X` M`,5O``#%@0``Q94``,6H``#%O```Q-$``,3F``#$[@``Q.X`AI@``'F>``!K MHP``7:D``%"N``!$LP``-[8``"RY```BO```&;\``!'"```,Q0``!L@```#+ M````S`<``,P-``#-$0``S18``,X=``#/)```T"T``-(X``#41```U%(``-5A M``#5Z```&ZF``!@K0`` M4[,``$6X```XO```*[\``"'"```7Q@``$,D```K,```"T````-0```#7```` MV````-H%``#;"P``W`X``-X3``#?&0``X2$``.,J``#E-@``YT,``.=3``#H M9```Z7<``.F,``#JGP``ZJX``.JZ``#JPP``ZL,`<*@``&*O``!5M@``1[P` M`#G````LQ```(,@``!;,```.T```!]0```#9````W0```.$```#C````Y``` M`.8```#G`0``Z0<``.L,``#L$```[A4``/`=``#S)P``]C,``/=#``#X5``` M^68``/EZ``#ZC@``^IX``/NI``#[L```^[``_PL;`/\'&0#_`!D`_P`<`/\` M)0#_`#(`_P`_`/\`2P#_`%<`_P!B`/\`:P#_`',`_0![`/L`@@#Z`(@`^`"- M`/<`D@#V`)@`]0"=`/0`H@#S`*D`\0"P`.\`N`#N`,,`[`#1`.L`Y@#I`/,` MZ`#^`.@`_P#H`/\`Z`#_`.@`_P#H`/\`_PX8`/\*%0#_`10`_P`8`/\`(@#_ M`"X`_P`[`/\`1P#_`%,`_0!>`/H`9P#W`&\`]0!W`/,`?@#R`(0`\`")`.\` MCP#N`)0`[`":`.L`GP#I`*4`Z`"L`.8`M`#D`+\`XP#,`.$`X@#?`/``W@#[ M`-X`_P#=`/\`W0#_`-P`_P#<`/\`_Q`3`/\-$0#_!A``_P(5`/\`'@#_`"D` M_P`V`/\`0@#Z`$X`]`!9`/$`8@#N`&L`[`!R`.H`>0#H`'\`YP"%`.4`BP#D M`)``X@"6`.$`G`#?`*(`W0"I`-H`L0#8`+L`U0#(`-(`W0#1`.T`T`#Y`,\` M_P#.`/\`S0#_`,T`_P#-`/\`_Q$/`/\.#0#_#`T`_PL2`/\'&0#_`B0`_P`P M`/8`/`#O`$D`Z@!3`.<`70#D`&8`X0!M`-\`=`#=`'L`VP"!`-D`A@#6`(P` MU`"2`-(`F`#0`)X`S@"F`,P`K@#*`+@`R`#$`,8`UP#%`.H`PP#W`,(`_P#! M`?\`P`+_`,`"_P#``O\`_Q0+`/\0!@#_$`D`_Q`.`/\.%`#_"AX`]08I`.L$ M-@#C`T(`WP-.`-L$5P#6!&``TP1H`-`$;P#.!78`S`5\`,H%@@#)!8@`QP6. M`,8%E`#$!9L`P@6C`,`&JP"^!K4`O0;"`+L(U`"Z">D`MPOX`+4,_P"T#/\` MM`S_`+0,_P"T#/\`_Q<$`/\4``#_%@,`_Q0)`/\1#@#R#A4`Z`PA`-X*+@#6 M"SL`T`Q'`,P,40#)#%H`Q@UB`,0-:@#"#7$`P`UW`+\-?0"]#H,`O`Z*`+H. MD0"Y#I@`MPZ@`+8.J0"T#[0`L@_!`+$0U`"N$>L`JQ+Z`*D2_P"H$_\`IQ/_ M`*<3_P"G$_\`_QH``/\;``#Y&P``ZQD``.44!@#E$`X`V0X7`,\1)@#($C0` MQ!-``+\42P"\%%0`N15=`+<59`"U%6L`M!5Q`+(5>`"Q%GX`KQ:%`*X6C`"L M%I0`JQ><`*D7I@"G&+``IAB]`*08SP"B&N<`GQKW`)T;_P&<&_\!G!O_`9L; M_P&;&_\!_QT``/10"P'D\`K1Y7`*L>7P"I'V8`J!]L`*8?)V$`G"=G`)LG;0"9)W0`F"=[`98G@@&5)XL!DR>4 M`9$HG@&0**D!CBBU`HTIQ@*+*=\"B2KR`H`80*`-(("?C2+`WTTE@-[ M-:$$>36N!'@UO@5W-M0%=C;M!70W_`5T-_\$=#?_!'0W_P1T-_\$YS4``-(] M``##0@``N$0``*Q"``"D/@``GSD``)HX#@"4.AD`D#HF`(T[,0"*.SL`ASM$ M`(0[3`"".U,!@#I:`7XZ8`%].F<">SIN`GDZ=0)W.GX#=CJ(!'0ZDP1R.IX% M<3JK!6\[NP9N.\\&;3OJ!FT\^@9L//\%;#S_!6P\_P5L//\%XCD``,Q"``"^ M1P``L4@``*5&``"=0P``ES\``)(^"P"-/Q4`B3\A`(5`+0""0#<`?T!``'U` M2`![0$\!>4!6`7<_70%U/V,"`'Y$*0![130`>44]`'9%10!T M1$P!2)<'74BE"%M(M`A; M2,<)6DCD"%I)]@A:2?\'6DC_!EI(_P9:2/\&T44``+],``"R4@``HU$``)=0 M``"-3@``ADH``(!*`0!Z2PX`=DP7`'),(P!O3"T`;4TV`&I,/P!H3$8`9DQ- M`61,4P%B3%H"84QA`E],:0->3'($7$Q\!5I,B`993)4'5TRC"%9,L@A53,8) M54SB"55,]0A53/\'54S_!U9,_P963/\&S$@``+Q0``"O50``H%0``)-3``") M40``@4T``'I.``!U3PP`<$\5`&U0(`!J4"H`9U`S`&50/`!C4$,`85!*`5]0 M40%=4%@"7%!?`EI09P-94'`$5U!Z!550A@944),'4E"A"%%0L0E04,0)4%#A M"5!0]`A14/\'44__!U%/_P913_\&R4L``+E3``"K5P``G%8``(]5``"%5``` M?%```'51``!P4@D`:U,2`&A4'0!E5"<`8E0Q`&!4.0!>5$$`7%1(`5I43P%9 M5%8!5U1=`E9490-45&X$4E1X!5%4A`9/5)$'3E2@"$Q4KPA,5,()2U3?"4Q4 M\PA,4_\'3%/_!TU3_P9-4_\&Q4X``+96``"G6@``F%D``(M8``"!5P``=U0` M`'!5``!J5@8`9E<0`&)7&@!@6"0`75@N`%M9-P!963\`5UE&`%9930%4650! M4UE;`E%98P)/6&P#3EAV!$Q8@@5*6(\&25B>!TA8K@A'6,`(1UC="$=8\@A' M5_\'2%?_!TA7_P9(5_\&P5$``+)9``"C7```E%L``(=;``!]6@``2P%07E(!3EY9 M`DQ>80)+76H#25UT!$==@`5%78T&1%V``!X70``;5P``&5=``!? M7P``6F`,`%=A%`!58AX`4F(H`%%C,0!/8SD`3F-!`$QC2`!+8T\!26-6`4=C M7@)%8V<"1&-Q`T)C?01`8HL%/V*:!CYBJ@8]8KP'/&+6!SUA[P8]8?T&/F#_ M!CY@_P8^8/\&N5D``*MA``":80``BV$``']A``!T80``:6$``%]B``!99``` M5&8)`%%G$0!.9QH`3&@D`$MI+0!):38`2&D^`$9J10!%:DP`0VI4`4)J7`%` M:64"/FEO`CQI>P,[:8D$.6F8!3AHJ`4W:+H%-VG3!3=H[@4W9_P%.&;_!3AF M_P4X9O\%M%X``*=E``"590``AF0``'IE``!O90``9&8``%EH``!2:@``36P$ M`$EN#@!';A8`16\@`$1P*0!"<#(`07`Z`$!Q0@`_<4D`/7%1`#QQ60$Z<6(! M.'%L`C9P>`(U<(8#,W"5`S)PI@0Q<+@$,'#0!#%O[`0Q;OL$,6W_!#%L_P0Q M;/\$KV0``*%I``"/:```@6@``'5I``!K:0``8&L``%5N``!-<0``1G,``$)U M"P`_=A(`/7<<`#QW)0`Z>"T`.7@U`#AY/0`W>44`-GE-`#5Y50`S>5X`,7EH M`3!Y=`$N>8,"+7F2`BMXHP(J>+4"*GC,`BIWZ@(J=OD#*G7_`RIT_P,J=/\# MJFH``)IM``");```?&T``'!M``!F;@``6W$``%!U``!(>```07L``#I^!0`V M?PX`-(`6`#.!(``R@2@`,($P`"^".``N@D``+8)(`"R"4``K@EH`*H)D`"B" M<``F@G\!)8*/`22"H`$C@K(!(H+)`2*!YP$B?_`!^-:P`= MC7D`'(V*`!N-G``9C:X`&(S$`!B,XP`9BO4`&8G_`1F(_P$9B/\!G7<``(QV M``!]=@``80P`6F$T`%9A8`!289``3F',` M$9B$`!"8E@`0F*D`#IB_``Z7W0`/EO(`$)7\`!"4_P`0E/\`E7T``(5\``!X M?```:WX``%^!``!4A@``2HH``$"/```VDP``+9<``"::```>G0``%Z`#`!*B M#``0HQ(`$*,9``^C(0`.I"D`#J0Q``VD.@`,I$4`"Z10``JD7``)I&H`!Z1[ M``:CC@`$HZ$``J.T``.BRP`#HN8``Z'S``.A^P`#H?L`C8,``'^"``!QA``` M9(<``%B,``!-D0``0I8``#B:```OG@``)J(``!ZE```7J```$:L```RN!P`' MKPT``Z\2``*O&0`!KR$``*\I``"P,@``L#P``+!'``"P4P``L&$``+!Q``"P M@P``KY<``*^J``"OOP``KMD``*[K``"N]```KO0`AXD``'B*``!JC@``79,` M`%&8``!%G0``.Z(``#"F```GJ@``'JX``!:Q```0M```"[8```6Y`P``N@H` M`+H.``"Z$P``NQD``+LA``"\*```O#$``+T\``"^2```OE8``+YE``"^=P`` MOHP``+Z?``"]LP``OL<``+[>``"]ZP``O>L`?Y(``'"5``!BF@``59\``$FE M```]JP``,J\``"BT```>M@``%;D```Z\```)OP```L(```#$````Q00``,8* M``#&#@``QQ(``,@8``#)'P``RB<``,PP``#./```SDD``,]9``#/:@``SWX` M`,^3``#/I@``S[@``,_(``#/VP``S]L`=YP``&BA``!;IP``3JX``$&T```T MMP``*+H``!V]```3P```#<0```;'````R@```,X```#0````T0```-("``#3 M"```U0P``-80``#9%0``VQP``-TD``#@+P``XCP``.-+``#D7```Y&\``.6# M``#EF```Y:D``.6V``#EPP``Y<,`;*4``%^L``!1L@``1+D``#6\```HP``` M',0``!+(```,RP```\\```#3````V````-P```#?````WP```.$```#C```` MY`,``.8(``#H#0``Z1$``.P8``#N(@``\2X``/,\``#T30``]5\``/9S``#W MAP``]YD``/BE``#XL```^+``_P,7`/\`%0#_`!4`_P`8`/\`(P#_`"\`_P`\ M`/\`2`#_`%0`_P!>`/\`9P#]`&\`^P!V`/D`?0#X`(,`]@"(`/4`C@#T`),` M\@"8`/$`G@#P`*0`[@"K`.T`LP#K`+T`Z@#+`.@`X0#G`/$`Y@#]`.4`_P#D M`/\`Y`#_`.0`_P#D`/\`_P<3`/\`$0#_`!$`_P`5`/\`'P#_`"L`_P`W`/\` M1`#^`$\`^@!:`/<`8P#T`&L`\@!R`/``>0#O`'\`[0"$`.L`B@#J`(\`Z`"4 M`.<`F@#E`*``Y`"G`.(`KP#@`+D`W@#&`-P`V@#:`.P`V`#Y`-8`_P#6`/\` MUP#_`-@`_P#8`/\`_PH0`/\##@#_``T`_P`2`/\`&@#_`"8`_``R`/<`/P#T M`$H`\0!5`.T`7@#J`&8`Z`!N`.4`=`#C`'H`X@"``.``A0#>`(L`W`"0`-L` ME@#8`)P`U0"C`-,`JP#1`+4`S@#!`,P`T0#+`.<`R0#U`,@`_P#(`/\`R`#_ M`,@`_P#(`/\`_PP,`/\&"`#_`@H`_P`/`/\`%0#\`"``\0`L`.P`.0#I`$4` MY0!/`.$`60#>`&$`VP!H`-<`;P#4`'4`T@![`-``@`#.`(8`S`",`,L`D@#) M`)@`QP"@`,4`J`##`+$`P0"\`+\`RP"]`.,`O`#R`+L`_0"[`/\`N@#_`+H` M_P"Z`/\`_PX%`/\)``#_"04`_P8+`/\!$`#P`!D`Y@`E`.$`,@#<`#\`U@!) M`-$`4P#.`%L`RP!C`,@`:@#&`'``Q0!V`,,`>P#!`($`P`"'`+X`C@"\`)0` MNP"<`+D`I`"W`*X`M0"Y`+,`R`"Q`-\`L`'O`*\!^P"N`O\`K0/_`*T#_P"M M`_\`_Q```/\.``#_#0``]@L#`/('"@#B`1$`VP(=`-(#*P#,`S<`R`1#`,0$ M30#!!%8`O@5=`+P%9`"Z!6L`N`5Q`+<%=@"U!7P`LP:#`+(&B0"P!I$`KP>9 M`*T'H0"K!ZL`J0BW`*@)Q@"F"MT`I0OP`*,,_0"B#?\`H0W_`*$-_P"@#?\` M_Q$``/P2``#L$P``XA,``-L/`P#6"0L`S@@4`,8*(@#`##``O`T\`+@-1@"U M#4\`L@Y7`+`.7P"N#F4`K0YK`*L.<0"J#G@`J`Y^`*%G(`G!9Y`)L7@`"9%X@`F!>1`)88FP"4 M&*8`DQFR`)$9P0"0&M@`C1ON`(L<_0"*'/\`BAS_`(D<_P")'/\`]!T``.0E M``#3*0``QRH``+PF``"V(```M!D+`*X:%0"H'",`I!TO`*$>.@">'D0`FQY, M`)D>5`"7'UL`E1]A`)0?9P"2'VT`D1]T`(\@?`".((0`C""-`(H@EP")(:(` MAR&N`(8BO0"%(M$!@B/K`8$D^P&`)/\!?R3_`7\D_P%_)/\!["4``-LM``#) M,0``O#$``+$N``"K*0``IR0%`*,C$0">)!T`FB4J`)8F-0"3)C\`D29'`(\F M3P"-)E8`BR=<`(DG8@"()VD`AB=O`(4G=P"#)W\`@2>)`8`HDP%^*)X!?2FK M`7LIN0%Z*"KH`7"Z%`78NCP%T+YL!3-4`'3P8`'4](P!S/2T`<#TV`&X]/P!L/48`:SU-`&D] M4P!G/5H`9CUA`60]:`%C/7$!83Y[`E\^A@)>/I,#7#Z@`UL_KP1:/\$$6C_= M!%D_\@19/_\#63__`UD__P-9/_\#S#\``+Q&``"K2```G$<``)%&``"(1``` M@D```'P_``!W0`P``5Y"90%=0FX"6T)X`EI"A`-80I`#5T*>!%9#K0150[\$5$/:!%1# M\0140_X#5$/_`U1#_P-40_\#R$(``+A)``"G2P``F$H``(U)``"#1P``?4,` M`'9#``!Q1`H`;402`&I%'0!G12<`9$4P`&)%.`!@13\`7T5'`%U%30!;150` M6D9;`5E&8P%71FP!5D9V`E1&@0-31HX#4D>$8``'%' M``!L1P<`:$@0`&1(&@!A220`7TDM`%U)-0!;23T`64E$`%=)2@!625$`54I9 M`51*80%22FD!44IT`D]*?P-.2HP#34J;!$Q+J@1+2[P$2DO3!4I+[@1+2_T$ M2TK_`TM*_P-+2O\#P4@``+)0``"@3P``D4\``(5.``![30``P)%4XD#0U.7`T)3IP1!4[@$05//!$%3[`1!4OL#0E+_`T)2 M_P-"4?\#ND\``*I4``"85```B50``'U3``!S4P``:5$``&)2``!<4P``6%0* M`%15$@!251L`3U8D`$Y6+0!,5S4`2U<\`$I71`!(5TL`1UA2`$986@%$6&,! M0UAM`4%8>0)`6(8"/EB5`SU8I0,\6+<$/%C-!#Q7Z@,\5_H#/5;_`SU6_P,] M5O\#ME,``*57``"45P``A58``'E6``!O5@``954``%Q6``!76```4ED'`$Y: M$`!,6A@`2ELA`$A<*@!'7#(`15PZ`$1=00!#74@`0EU0`$!=6``_76$!/5UK M`3Q==@(Z780".5V3`CA=HP,W7;4#-EW+`S9`$)B)@!`8BX`/V(V`#YC/@`]8T4`/&--`#MC50`Y8UX`.&-H`39C M=`$U8X$!,V.1`C)CH0(Q8[,",6/(`C%BYP(Q8?@",6'_`C)@_P(R8/\"KEP` M`)M=``"*70``?%T``'!=``!F70``7%X``%)@``!,8@``164``$%F"@`^9Q$` M/&@:`#MH(@`Y:2L`.&DR`#=J.@`V:D$`-6I)`#1J4@`S:EL`,6IE`#!J<`$N M:GX!+6J.`2QJGP$K:K`!*FK&`2IIY0$J:/8"*V?_`BMG_P(K9_\"J6$``)5@ M``"$8```=V```&QA``!B80``6&,``$YF``!':```0&L``#IN!0`V;PX`-'`5 M`#-P'@`R<28`,'$N`"]Q-0`N9@``5&D``$EL``!";P``.W(``#1U```N>`H`*WD1`"IY M&``I>B$`)WHH`"9Z,``E>S@`)'M``"-[2``B>U(`(7M<`"![:``??'8`'7R& M`!Q[F``;>ZH`&GN_`!I[W@`:>?(`&WC^`!MW_P$;=_\!F6D``(AI``!Y:0`` M;6D``&-J``!9;```3V\``$5S```]=P``-7H``"Y]```G@0,`(H,-`""$$@`? MA!H`'80B`!R%*@`;A3$`&H4Y`!F%0@`8ADP`%X96`!:&8P`5AG$`%(:!`!*& MDP`1AJ8`$86[`!"%U@`1@^\`$8+[`!*"_P`2@?\`D6X``(%M``!T;@``:6X` M`%UP``!3'```AB@``&HT&`!6/#0`3D!,` M$I`:`!*0(@`1D"H`$)$R`!"1.P`/D40`#I%/``V17``,D6H`"Y%Z``J1C0`( MD)\`!Y"S``>/R0`'C^8`!X[T``B-_``(C?\`B7,``'MS``!O@``7'X``%&"``!& MAP``/(P``#*1```IE0``(9D``!F=```2H```#J,```FF!0`#IPP``*<0``"G M%0``J!P``*@C``"H*P``J30``*D_``"I2P``J5D``*EH``"I>@``J8X``*FA M``"HM0``J,L``*?D``"G[P``I_,`?8```&^!``!AA```58D``$F.```^E``` M-)D``"J>```AH@``&:8``!*I```-K```!Z\```"R````LP<``+,,``"S$``` MM!4``+0;``"U(@``MBL``++``!:D```3I8``$*<```WH@``+*<` M`"*K```9KP``$;,```NV```$N0```+P```"^````O@```+\&``#`"P``P0\` M`,(3``##&0``Q"```,4I``#'-```R$(``,E1``#)8@``R74``,F*``#)GP`` MRK$``,K!``#)T0``R=D`;I,``&"8``!3G@``1J0``#JK```OL```)+4``!FX M```0O```"K\```'!````Q````,@```#*````R@```,P```#-`P``S@@``-`- M``#1$```TQ8``-8>``#:*```W30``-Y#``#?5```WV<``.!\``#@D0``X*0` M`."R``#@O@``X,,`9I\``%FF``!,K0``/[0``#*X```DO```&+\``!##```( MQP```,H```#-````T0```-4```#8````V0```-L```#=````WP```.$$``#C M"@``Y0X``.<3``#J'```[2<``/`U``#Q1@``\E@``/-K``#S@```])0``/2C M``#TK@``]+(`_P`3`/\`$0#_`!$`_P`5`/\`'P#_`"P`_P`Y`/\`10#_`%`` M_P!:`/X`8P#[`&L`^0!R`/<`>`#U`'X`]`"$`/(`B0#Q`(X`\`"3`.X`F0#M M`)\`[`"F`.H`K@#H`+@`Y@#%`.4`VP#C`.T`X@#[`.(`_P#A`/\`X0#_`.$` M_P#A`/\`_P`0`/\`#@#_``T`_P`2`/\`&P#_`"@`_P`T`/X`00#[`$P`]P!6 M`/0`7P#Q`&8`[P!M`.P`=`#J`'H`Z0!_`.<`A0#F`(H`Y0"/`.,`E0#A`)L` MX`"B`-X`J@#;`+0`V0#``-8`T`#3`.@`T@#W`-$`_P#1`/\`T`#_`-``_P#0 M`/\`_P`-`/\`"0#_``H`_P`/`/\`%@#[`"(`]P`O`/0`.P#P`$<`[0!1`.D` M6@#E`&(`X@!I`.``;P#>`'4`W`!Z`-H`@`#8`(4`U0"+`-,`D0#1`)<`SP"> M`,T`I@#+`*\`R0"Z`,<`R0#%`.(`Q`#R`,,`_@#"`/\`P0#_`,(`_P#"`/\` M_P,&`/\``0#_``8`_P`,`/D`$0#Q`!T`ZP`I`.<`-@#C`$$`WP!+`-L`5`#5 M`%P`T@!C`,\`:@#-`'``RP!U`,D`>P#(`(``Q@"&`,4`C`##`),`P0":`+\` MH@"]`*L`NP"V`+D`Q`"W`-H`M@#M`+0`^@"T`/\`M`#_`+0`_P"T`/\`_P0` M`/\```#_````_P`&`.P`#0#E`!8`W@`B`-<`+P#1`#L`S0!%`,H`3@#&`%<` MQ`!>`,$`9`"_`&H`O0!P`+P`=0"Z`'L`N0"!`+<`AP"U`(X`LP"5`+(`G@"P M`*<`K@"R`*P`OP"J`-$`J`#H`*@`]P"G`/\`IP#_`*8`_P"F`/\`_P8``/\% M``#Q`P``Z````.$`!P#5`!``S0`;`,<`)P##`#,`OP`^`+P`2`"Y`%$`M@!8 M`+0`7P"R`&4`L`!J`*\`<`"M`'8`K`!\`*H`@@"I`(D`IP"1`*4`F@"C`*0` MH0"N`*``NP">`0"2$($`D!"*`(\1E`"-$9\`BQ&J`(H2 MN`"($LL`AA/F`(44]P"#%?\`@Q7_`((5_P""%?\`[1H``-PA``#*)0``NR(` M`+$?``"K&@``J10&`*42$0"@%!X`G!4J`)D5-0"6%CX`E!9'`)(63@"0%E4` MCA=;`(P780"+%V<`B1=M`(@7=`"&&'P`A1B&`(,9D`"!&9L`@!JG`'X:M0!] M&\<`?!SB`'H=]0!Y'?\`>!W_`'@=_P!X'?\`Y2(``-`I``"_+```L"H``*+P",'CD`B1Y!`(B"!`'DAC`!W(9<`=2*D`'0BL@!S(\,` MB92`'@F M6`!W)EX`=29E`'0G;`!R)W0`<2=]`&\HB`!N*)0`;"BA`&LIKP%J*<`!:2K; M`6`6(OK`%A+[T!83#5`6`P M[P%?,/T!7S#_`5\P_P%?,/\!S30``+P[``"I.@``FSH``)`X``")-0``@S(` M`'\P`0![+PX`=S`6`'0P(0!Q,2L`;S$T`&TQ/`!K,4,`:C%*`&@R4`!G,E<` M93)=`&0R90!B,FT`83-W`%\S@@%>,XX!732<`5LTJ@%:-;L!6C72`5DU[0%9 M-?P!6#7_`5@U_P%9-?\!R#@``+<^``"D/@``ECT``(L\``"#.@``?3<``'@T M``!T-`L`<#43`&TU'0!J-2<`:#8P`&8V.`!D-C\`8S9&`&$V30!@-E,`7C=: M`%TW8@!<-VH`6CAT`5DX?P%7.(P!5CF9`54YJ`)4.;D"4SK/`E,ZZP)3.OL! M4SK_`5,Y_P%3.?\!Q#P``+)!``"@0```DD```(8_``!^/0``>#H``',X``!N M.0@`:CD1`&.CP`73M#`%L[2@!:.U``6#M7`%<[ M7P!6/&<`5#QQ`5,\?`%2/8D!43V7`4\]I@)./K<"3C[-`DX^Z0)-/OH"3C[_ M`4X]_P%./?\!P#\``*Y#``"<0P``CD,``()"``!Z0```/B$`7#XI`%H^,0!8/CD`5SY``%4_1@!4/TT`4S]5`%)`7`!0 M0&4`3T!O`4Y!>@%-08`%(184!1T64`45%HP)%1K0"1$;)`D1&YP)$1?@"1$7_`D5%_P)% M1?\!ND8``*9(``"42```AD@``'M'``!R1@``:D(``&-#``!>1```6D4+`%9% M$@!41AL`448C`$]&*P!.1C,`3$`$5/)@!$4"X`0E`U`$%0/0!`440`/U%+`#Y14P`]4EP`/%)F`#I2<@`Y M4G\!.%*.`3=2G@$V4J\!-5+$`352X@$V4O4!-E'_`390_P$W4/\!KD\``)E/ M``")3P``>T\``'!/``!F3P``7$X``%1/``!/40``2E(!`$93#`!#5!(`050; M`$!5(P`^52L`/58R`#Q6.@`[5D$`.E9)`#E740`X5UH`-E=C`#57;P`T5WP! M,U>,`3%7G`$P5ZT!,%?"`3!7X`$P5O0!,5;_`3%5_P$Q5?\!J%(``)52``"$ M4@``=U(``&Q2``!B4@``6%,``$]4``!)5@``1%<``$!9"``]6A``.UH7`#E; M(``X6R<`-UPO`#9<-@`U7#X`-%Q&`#-=3@`Q75<`,%UA`"]=;``N77H`+%V) M`"M=F@$J7:L!*EV_`2E=W@$J7/(!*EO^`2M;_P$K6O\!HU4``(]5``!_50`` M5@``5%<``$Q9``!%6P``/UT``#I?!``V8`T`-&$3`#)B'``Q M8B,`,&(K`"]C,@`N8SH`+6-"`"QC2@`J9%,`*61=`"AD:0`G9'8`)F2&`"5D MEP`D9*D`(V2]`")DV@`C8_$`(V+]`21A_P$D8?\!G%@``(E8``!Z60``;ED` M`&-9``!:6@``4%P``$A>``!!8```.F,``#1F```O:`H`+&D0`"II%P`I:A\` M*&HF`"=J+@`F:S4`)6L]`"1K1@`C:T\`(FQ9`"!L90`?;'(`'FR"`!ULE``< M;*8`&VNZ`!IKU``;:NX`'&G\`!QH_P`<:/\`E5P``(-<``!U7```:5T``%]= M``!67@``3&$``$-D```\9P``-6H``"]M```H<`0`(W(-`"%R$@`@```''L'`!=]#@`6?1,`%7T;`!1^ M(@`3?BH`$GXQ`!%^.@`1?D0`$'].``]_6@`.?V@`#7]X``Q_B@`+?IT`"GZP M``E]Q@`*?>0`"GST``M[_0`+>O\`AF4``'=E``!J90``868``%9H``!,:P`` M0F\``#ES```Q=P``*GH``"-^```<@0``%80``!"'"``-B0X`#(D4``R)&P`+ MB2,`"HDK``F),P`(B3T`!HE(``6)5``$B6$``HEQ``&)@P``B98``(BI``"' MO@``A]H``(;L``"&]0``AOH`?FH``'%J``!G:P``6VP``%!P``!&=```/'@` M`#-]```J@0``(X4``!R(```5C```$(\```R2!@`&DPP``I,1``"4%@``E!T` M`)0D``"5+```E34``)5```"53```EED``)9I``"5>@``E8X``)2A``"4M0`` MD\P``)+F``"2\@``DO<`>'```&UP``!@<@``5'4``$EY```_?@``-8,``"R( M```CC0``&Y$``!24```/EP``"IH```2=`P``G@D``)\.``"?$@``H!<``*`= M``"A)0``HBT``*(W``"C0P``HU```*-?``"C<0``HX0``**9``"BK0``H<(` M`*'<``"AZP``H/(`P``38```$*%```XBP``+I```"25```; MF@``%)X```ZA```)I````J<```"J````JP0``*L*``"L#0``K1$``*T6``"N M'```KR0``+`M``"Q.0``L48``+)5``"R9@``LGD``+*.``"QHP``LK<``+'* M``"QX```L>D`;'X``%^"``!2AP``1HT``#N3```PF0``)IX``!RC```3IP`` M#:L```>N````L@```+4```"W````N````+D"``"Y"```N@P``+L0``"\%``` MO1L``+\C``#!+0``PCH``,))``##6@``PVP``,2"``#$EP``Q*L``,2\``#$ MRP``Q-H`98D``%B.``!+E0``/YL``#.B```HJ```':T``!2Q```-M@``!KD` M``"\````OP```,,```#$````Q0```,8```#'````R00``,H)``#+#0``S1$` M`,\8``#2(0``U2T``-8\``#830``V5\``-IS``#:B@``VYX``-NN``#;N@`` MW,,`7I8``%&<``!$HP``.*H``"RQ```@MP``%;L```V^```$P@```,4```#) M````S0```-````#2````T@```-4```#6````V0```-L```#>!0``X`H``.(/ M``#E%@``Z"```.PM``#M/@``[5$``.YE``#O>@``[X\``/"?``#PJP``\+,` M_P`0`/\`#@#_``X`_P`2`/\`'0#_`"D`_P`U`/\`00#_`$T`_@!6`/L`7P#X M`&8`]@!M`/0`=`#R`'D`\0!_`/``A`#N`(D`[0"/`.L`E0#J`)L`Z`"B`.8` MJ@#E`+,`XP#``.$`T@#@`.H`WP#Y`-T`_P#=`/\`W0#_`-X`_P#>`/\`_P`- M`/\`"@#_``D`_P`/`/\`&`#_`"0`_@`Q`/L`/0#X`$@`]`!2`/``6@#M`&(` MZP!I`.D`;P#G`'4`Y0!Z`.,`?P#B`(4`X`"*`-X`D`#<`)8`V@"=`-@`I0#5 M`*\`T@"Z`-``R@#.`.,`S0#T`,L`_P#+`/\`RP#_`,L`_P#+`/\`_P`(`/\` M`P#_``4`_P`,`/P`%`#W`!\`\@`K`.\`-P#K`$(`YP!,`.0`50#@`%T`W0!D M`-H`:@#8`'``U0!U`-(`>@#0`(``SP"%`,T`BP#+`)(`R0"9`,<`H0#%`*H` MPP"U`,$`PP"_`-H`O@#N`+T`_`"\`/\`O`#_`+P`_P"\`/\`_P```/\```#_ M````^0`'`/$`$`#J`!H`Y``E`-\`,0#;`#P`UP!'`-(`4`#.`%<`RP!>`,D` M90#&`&H`Q0!P`,,`=0#!`'H`P`"``+X`A@"\`(T`N@"4`+D`G`"W`*4`M0"P M`+,`O0"Q`,\`KP#H`*X`^`"N`/\`K0#_`*T`_P"M`/\`_P```/\```#]```` M[@`!`.,`#`#:`!0`T0`?`,P`*P#(`#8`Q0!``,(`2@"_`%(`O`!9`+H`7P"X M`&4`M@!J`+0`;P"S`'4`L0!Z`+``@0"N`(@`K0"/`*L`F`"I`*$`IP"K`*4` MN`"C`,@`H@#B`*$`\P"@`/X`H`#_`*``_P"@`/\`_P```/8```#J````X``` M`-,`!@#)``\`P@`8`+T`)`"Y`"\`M@`Z`+0`0P"Q`$P`K@!3`*P`60"J`%\` MJ0!D`*<`:@"F`&\`I`!U`*,`>P"A`((`H`"*`)X`DP"<`)T`F@"G`)@`M`"6 M`,,`E0#<`)0`[P"3`/L`DP#_`),`_P"2`/\`^04``.H+``#<#0``RPH``,(% M``"\``H`M@`1`+$`'`"N`"@`J@`S`*<`/0"D`$4`H@!-`*``4P">`%D`G`!? M`)L`9`":`&H`F`!P`)<`=@"5`'X`DP"&`)(!CP"0`9D`C@*D`(P"L0"+`\`` MB076`(@&[0"(!_H`APC_`(8(_P"&"/\`[P\``-X4``#*%0``O!(``+,0``"N M#```JP8-`*<#%0"B!2``GPP__`'L0_P![$/\`YA<``-$>``"]'0``KQP``*89``"A%0`` MGA`$`)T-#P"8#AD`E`XE`)$/+P"/$#D`C!!!`(H02`"($$\`AQ!5`(406P"$ M$6$`@A%G`(`1;@!_$74`?1%^`'P2B`!Z$I0`>!*@`'<3K@!U$[X`=!35`',5 M[@!Q%OT`<1;_`'$6_P!P%O\`W!\``,8E``"S)0``I2,``)PA``"6'@``DAD` M`)$4"P"-%!0`B14?`(86*0"#%C,`@1<\`(`70P!^%TH`?!=0`'H75@!Y&%P` M=QAB`'88:0!T&'$`_P!G'O\`T28``+TJ``"K*@``G2H``),H``"-)0``B"(``(8= M!@"#&Q``?QP:`'P=)`!Z'2X`=QXV`'8>/@!T'D4` M`&P?90!K(&T`:2!V`&@A@0!F(8T`92*:`&,BJ`!B([@`82/-`&`DZ0!@)/H` M7R3_`%\D_P!?)/\`RBP``+8O``"D+P``EB\``(PM``"%*@``@"@``'TD``!Z M(@T`=B,5`',C(`!Q)"D`;R0R`&TD.@!K)4$`:B5'`&@E30!F)50`925:`&0F M80!B)FD`829R`%\G?0!>)XH`72B7`%LII0!:*;4`6BK*`%DJYP!8*O@`6"K_ M`%@J_P!8*O\`Q3$``*\S``">,P``D#,``(8R``!_+P``>2T``'4J``!R*`H` M;R@2`&LI&P!I*24`9RHM`&4J-0!C*CT`8BI#`&`J2@!?*U``7BM7`%PK7@!; M+&8`62QO`%@M>@!7+8<`5BZ5`%0NHP!3+[,`4R_'`%(OY0!2+_<`4B__`%(O M_P!2+_\`P38``*HV``"9-@``BS8``($U``!Y,P``0`$DXGP!(.+`!1SC#`4$,``&Y#``!E0P``74```%9```!10@``34("`$E##`!&0Q(`1$0:`$)$ M(@!!1"H`/T4Q`#Y%.``]13\`/$9'`#M&3P`Z1E<`.4=A`#A';``W1WH`-DB) M`#5(F0`T2*H`-$B]`#-(V0`T2/``-$?]`#1'_P`U1O\`ID0``))%``""1@`` M=48``&I&``!A10``640``%%$``!,1@``2$<``$1'"@!!2!``/TD8`#U)(``\ M22<`.DHN`#E*-@`X2CT`-TM$`#9+3``U2U4`-$Q?`#-,:@`R3'<`,4R&`#!, MEP`O3:@`+DV[`"Y-U0`N3.\`+TS]`"]+_P`P2_\`H4<``(Y(``!^2```<4@` M`&9)``!=2```54@``$Q)``!'2@``0DL``#],!@`[30X`.4X5`#=.'0`V3R0` M-4\K`#-/,P`R4#H`,5!"`#!02@`O45(`+E%<`"U19P`L474`*U&$`"I2E0`I M4J8`*5*Y`"A2T@`I4>X`*5#\`"I0_P`J3_\`G$H``(E*``!Z2P``;4L``&-, M``!:3```44P``$A-``!#3P``/5```#E2`@`U4PP`,U02`#%4&0`P52$`+E4H M`"U5+P`L5C<`*U8^`"I61@`I5D\`*%=9`"=79``F5W(`)5>!`"17D@`C5Z0` M(E>W`")7SP`B5^P`(U;Z`"-5_P`D5?\`EDT``(1.``!U3@``:4X``%]/``!6 M3P``35```$52```_4P``.58``#-8```O6@@`*UL/`"I;%0`H7!T`)UPD`"9< M*P`E7#,`)%TZ`"-=0P`B74P`(5U6`"!>80`?7FX`'EY^`!U>CP`<7J$`&UZT M`!I=S``;7>D`&USY`!Q;_P`<6_\`D%$``'Y1``!P40``9%(``%M2``!24P`` M2E0``$%7```[60``-5L``"Y>```H8`,`)&(,`")C$0`A8Q@`'V0@`!YD)P`= M9"X`'&0V`!ME/@`:94<`&651`!AE70`796H`%F5Z`!5EBP`499X`$V6Q`!)E MR``29.<`$V/W`!1B_P`48O\`B50``'A5``!K50``8%8``%=6``!/5P``1ED` M`#U<```V7P``,&(``"ED```C9P``'6H'`!EL#@`8;!,`%FT:`!5M(0`4;2D` M%&TP`!-M.0#_XGT024-#7U!23T9)3$4`!Q(2;D(`$6Y,`!!N6``/;F4`#FYU M``UNAP`-;IH`#&VM``MMP@`+;.``#&OS``UK_0`-:O\`@ED``')9``!F60`` M7%H``%1:``!*7```05\``#EC```Q9@``*FD``"1L```=;P``%W(``!)U"0`/ M=P\`#G<4``YW&P`-=R,`#'UT``&U=``!B7@``65X` M`$Y@``!%8P``/&<``#-K```K;@``)'(``!YU```7>0``$GP```U_!@`)@0P` M!8$1``.!%@`"@1T``8$D``"!+0``@C8``()```""3```@ED``()H``"">0`` M@HT``(&@``"`M```@,L``'_G``!^\@``?OD`=&(``&AB``!>8@``4V0``$EG M```_:P``-G```"UT```E>```'GP``!>````1@P``#88```B)!``"BPH``(L. M``"+$P``C!@``(P?``"-)@``C2\``(XY``".1```CE$``(Y@``".<0``CH4` M`(Z9``"-K0``C,,``(S?``"+[@``B_8`;F@``&1G``!8:0``36P``$)Q```X M=@``+WL``"9_```>A```%H@``!",```,CP``!I(```"5````E@<``)<,``"7 M#P``F!,``)D8``":'P``FR8``)LP``"<.P``G$@``)Q7``"<:```G'L``)R0 M``";I0``F[H``)K0``":YP``FO$`:FT``%YO``!1<@``1G<``#M\```Q@@`` M)X<``!Z,```6D0``$)4```J9```$G````*````"B````HP$``*,&``"D"P`` MI0X``*82``"G%P``J!X``*HF``"K,0``JSX``*Q-``"L70``K'```*R%``"L MFP``JZ\``*O#``"KV0``JN@`9'4``%=Y``!+?@``/X0``#2*```ID```'Y8` M`!:;```0GP``":,```&G````J@```*X```"P````L````+$```"R`P``M`@` M`+4-``"V$```MQ4``+D=``"[)@``O#,``+U!``"]4@``O60``+YY``"^D``` MO:0``+VW``"]Q@``O=<`7'\``%"%``!$BP``.)(``"R9```AGP``%Z0``!"I M```)K@```+(```"V````N0```+T```"_````OP```,````#!````PP```,0% M``#&"@``QPX``,D3``#+'```SB8``-`U``#110``TE<``-)K``#3@@``TY<` M`-.I``#2N```TL0`58P``$F3```]F@``,*(``"6H```:K@``$;0```FY```` MO0```,$```#$````R````,L```#-````S0```,\```#0````T@```-0```#8 M````V@8``-T,``#@$0``XQH``.8G``#G.```Z$H``.E=``#J<@``ZX@``.N; M``#LJ```[+(`_P`-`/\`"P#_``L`_P`0`/\`&@#_`"8`_P`R`/\`/0#_`$@` M^P!2`/@`6@#V`&(`\P!I`/$`;P#P`'4`[@!Z`.P`?P#K`(0`Z0"*`.@`D`#F M`)8`Y`"=`.(`I0#A`*\`WP"[`-T`RP#;`.8`V0#W`-@`_P#8`/\`UP#_`-<` M_P#4`/\`_P`(`/\`!`#_``0`_P`-`/\`%0#^`"$`^@`L`/<`.`#T`$,`\`!- M`.T`50#J`%T`YP!D`.0`:@#B`'``X`!U`-X`>@#=`'\`VP"%`-D`BP#5`)$` MTP"9`-$`H`#/`*H`S0"U`,L`Q`#)`-T`R`#Q`,<`_P#&`/\`Q@#_`,8`_P#' M`/\`_P```/\```#_````_P`*`/@`$0#Q`!P`[``G`.D`,@#F`#T`X@!'`-T` M4`#9`%@`U0!?`-(`90#0`&H`S@!P`,P`=0#*`'H`R0!_`,<`A0#%`(P`PP"4 M`,$`G`"_`*4`O0"P`+L`O0"Z`-``N`#K`+<`^P"V`/\`M@#_`+8`_P"V`/\` M_P```/\```#]````\P`%`.D`#@#A`!8`VP`A`-4`+0#1`#<`S@!!`,H`2@#' M`%(`Q`!9`,(`7P#``&4`O@!J`+P`;P"[`'0`N0!Z`+<`@`"V`(<`M`".`+(` MEP"P`*``K@"J`*T`MP"K`,@`J0#C`*@`]0"G`/\`IP#_`*<`_P"F`/\`_P`` M`/X```#Q````Y0```-<`"@#-`!$`QP`<`,(`)@"_`#$`O``[`+H`1`"W`$P` MM`!3`+(`60"Q`%\`KP!D`*T`:0"L`&\`J@!T`*D`>@"G`($`I@")`*0`D0"B M`)L`H`"E`)X`L@"=`,$`FP#:`)H`[P"9`/T`F`#_`)@`_P"8`/\`_0```/`` M``#A````T0```,8`!`"]``T`MP`5`+,`(`"P`"L`K0`U`*L`/@"H`$8`I@!- M`*0`5`"C`%D`H0!?`*``9`">`&D`G0!N`)L`=0":`'L`F`"#`)8`C`"5`)8` MDP"A`)$`K0"/`+L`C0#/`(P`Z0"+`/@`C`#_`(P`_P",`/\`\P(``.('``#, M!P``OP0``+<```"Q``@`JP`0`*<`&0"D`"0`H``N`)X`-P"<`$``F@!'`)@` M3@"6`%0`E0!9`),`7@"2`&0`D`!I`(\`;P"-`'8`BP!^`(H`B`"(`)(`A@"= M`(4`J0"#`+@`@0#*`(``Y0"``/4`?P#_`'\`_P!_`/\`Z`T``-`0``"^$``` ML0X``*@-``"C"```H`(,`)P`$P"8`!T`E0`G`)(`,0"0`#D`C@%!`(P!2`"* M`DX`B0)4`(<"60"&`E\`A`-D`(,#:P"!`W(`@`1Z`'X$A`!]!8X`>P6:`'D& MIP!X!K4`=@?(`'4(XP!U"?0`=`K_`',*_P!S"O\`W14``,07``"Q%P``I18` M`)P3``"6$0``E`T$`),(#0".!Q4`BPD@`(@)*@"%"C,`@PL[`($+0@"`"TD` M?@M/`'T,5`![#%H`>@Q@`'@,9P!W#&X`=0UV`'0-@`!R#8P`<`V9`&\.I@!M M#K4`;`[)`&L/Y@!J$/<`:1#_`&D0_P!I$/\`T!T``+D>``"H'@``FQT``)(; M``"+&0``B!4``(<1!P"%#A``@0\:`'X0)`![$"T`>1`V`'<1/0!V$40`=!%* M`',14`!Q$58`0!?&H4`71N2`%P;H0!;'+``6AS# M`%D=X`!8'O0`6![_`%@>_P!8'O\`OR<``*DH``"9*```BR@``((G``![)0`` M=B,``',@``!Q'`D`;AP1`&L<&@!I'2,`9QTL`&4=,P!C'CH`8AY!`&`>1P!? M'DT`7AY4`%P?6P!;'V(`62!K`%@@=@!6(8(`52&0`%0BG@!3(JX`4B/``%$C MW0!1)/(`423_`%$D_P!1(_\`N2L``*,L``"3+```ABT``'PL``!T*@``;R@` M`&LE``!I(@4`9B$.`&,B%@!A(A\`7R,G`%TC+P!<(S8`6B,]`%DD0P!7)$H` M5B10`%4D5P!3)5\`4B5H`%$F-`$THG`!,**P`2RF^`$LIV@!* M*?$`2BG_`$LI_P!+*?\`LRX``)XO``".,```@3```'38``&XU``!F-0``83(``%PP``!7,``` M5#`&`%$P#@!.,!4`3#$=`$HQ)0!(,2P`1S$R`$8Q.0!$,4``0S)'`$(R3P!! M,U<`0#-@`#\T:P`^-7@`/36'`#PVE@`[-J<`.S:Y`#HVT0`Z-NT`.S;\`#LV M_P`[-O\`IC8``)(W``"".```=3@``&LX``!C-P``738``%`#HX:0`Y.78`.#F%`#S`"9'R0`F1N<`)T;X`"A%_P`H1?\`E4```()! M``!S0@``9T(``%Y"``!50@``3D(``$5"```_1```.T4``#=&```T1PH`,4@0 M`"](%@`N21X`+$DE`"M)+``J23,`*4HZ`"A*0@`G2DL`)DM5`"5+8``D2VT` M(TM\`")+C0`A3)\`(4RQ`"!,QP`@2^8`(4OW`")*_P`B2O\`D$,``'Y$``!O M1```9$4``%I%``!210``2D8``$%'```\2```-TD``#)+```N30<`*TX.`"E. M$P`G3QH`)D\A`"5/*``D3S``(U`W`")0/P`A4$@`(%!2`!]170`>46H`'5%Y M`!Q1B@`;49P`&E&O`!E1Q0`94>0`&E#V`!M/_P`<3_\`BD8``'E'``!K1P`` M8$@``%9(``!.2```1TD``#Y+```Y3```,TX``"Y0```H4P(`)%0+`")5$``@ M518`'U8>`!Y6)``=5BP`'%8S`!M7.P`:5T0`&5=.`!A760`76&8`%5AU`!18 MAP`46)H`$U>L`!)7P@`25^$`$U;T`!15_P`45?\`A$D``'1*``!F2P``7$L` M`%-+``!+3```1$T``#Q/```U40``+U0``"E6```D60``'EL'`!I=#0`871(` M%UT9`!9>(``57B<`%%XN`!->-P`27D``$5]*`!%?50`07V(`#U]Q``Y?@P`- M7Y8`#5^I``Q>O@`,7MH`#5WP``U<_``.7/\`?DT``&Y.``!B3@``6$\``$]/ M``!(4```0%(``#A4```P5P``*EH``"1=```?7P``&6(!`!-E"0`19@\`$&84 M``]F&P`.9R(`#6 M``!OL@``;L@``&WE``!M\@``;?D`<%8``&-6``!95@``45<``$=8```^6P`` M-E\``"YB```F9@``'VH``!EM```3<```#G,```MV!``%>`L``7@/``!Y$P`` M>1D``'D?``!Z)@``>B\``'HY``!Z1```>E```'I?``!Z<```>H,``'J8``!Z MK```><(``'C?``!X[P``=_<`:EL``%];``!66P``3%P``$)@```Y8P``,&@` M`"AL```@<```&70``!-W```.>P``"7X```2!`@``@@@``(,-``"#$```A!0` M`(49``"&(```AB@``(0``"&I0`` MA;H``(73``"$Z@``A/0`96```%Q@``!180``1F0``#QI```R;0``*7(``"%W M```9>P``$H````V#```(AP```HH```"-````C@0``(X)``"/#0``D!```)$4 M``"2&0``DR```)0I``"5,P``E4```)9.``"67P``E7(``)6(``"5G0``E+(` M`)3(``"3X@``D^X`864``%9F``!*:@``/VX``#5T```K>0``(7\``!F$```1 MB0``#(T```:1````E````)@```":````FP```)P"``"=!P``G@L``)\.``"A M$@``HA@``*,@``"E*0``IC8``*9$``"F50``IF@``*9]``"FE```I:D``*2] M``"DT0``I.0`6VP``$]P``!#=0``.'L``"V!```CAP``&8T``!&2```+EP`` M!)P```"@````HP```*8```"H````J0```*H```"L````K00``*X)``"P#0`` ML1$``+,7``"U(```MBL``+@``S9$``,VD``#-M``` MS<``38,``$&*```UD0``*9D``!Z@```3I@``#*P```.Q````M@```+H```"^ M````P@```,8```#(````R````,H```#+````S0```,X```#0````T@$``-4( M``#9#@``W14``.$A``#B,0``Y$,``.56``#F:P``YH(``.>6``#GI0``YK`` M_P`)`/\`!0#_``8`_P`.`/\`%@#_`"$`_P`M`/\`.`#]`$,`^0!-`/4`50#R M`%T`\`!C`.X`:0#L`&\`Z@!T`.D`>@#G`'\`Y@"%`.0`BP#C`)$`X0"9`-\` MH0#<`*H`V@"V`-<`Q@#5`.$`TP#T`-(`_P#1`/\`T0#_`,\`_P#*`/\`_P`! M`/\```#_``$`_P`,`/\`$@#Z`!T`]@`H`/,`,P#P`#X`[`!(`.@`4`#E`%@` MX@!>`-\`9`#=`&H`VP!O`-D`=`#6`'H`U`!_`-(`A0#0`(P`S@"3`,P`G`#) M`*4`QP"P`,8`O@#$`-0`P@#N`,$`_@#``/\`P`#_`+\`_P"^`/\`_P```/\` M``#_````^@`'`/$`#P#K`!@`Y@`C`.(`+@#@`#@`VP!"`-4`2P#1`%(`S@!9 M`,L`7P#)`&4`QP!J`,8`;P#$`'0`P@!Z`,$`@`"_`(8`O0".`+L`E@"Y`*`` MMP"J`+8`MP"T`,H`L@#F`+$`^`"P`/\`KP#_`*\`_P"P`/\`_P```/\```#W M````Z@`"`.$`#`#7`!,`T``=`,P`*`#)`#(`Q@`\`,(`10"_`$T`O`!3`+H` M60"X`%\`MP!D`+4`:0"T`&X`L@!T`+$`>@"O`(``K0"(`*P`D0"J`)H`J`"E M`*8`L0"D`,$`HP#<`*$`\@"A`/\`H`#_`*``_P"A`/\`_P```/<```#H```` MV0```,L`"`##`!``O0`8`+D`(@"V`"P`M``V`+(`/P"O`$<`K`!-`*L`5`"I M`%D`IP!>`*8`8P"E`&@`HP!N`*(`=`"@`'H`G@""`)P`BP";`)4`F0"?`)@` MK`"6`+H`E`#/`),`ZP"2`/L`D@#_`)(`_P"1`/\`]P```.<```#3````Q@`` M`+L``@"S``P`K0`2`*H`'`"G`"8`I``P`*,`.`"@`$``G@!'`)P`3@":`%,` MF0!8`)<`70"6`&,`E0!H`),`;@"2`'0`D`!\`(\`A0"-`(\`BP":`(H`IP"( M`+4`A@#'`(4`Y`"$`/4`A`#_`(,`_P"#`/\`[````-,```#!`0``M````*P` M``"F``<`H``.`)T`%@":`"``EP`I`)4`,@"3`#H`D0!!`(\`2`"-`$T`C`!3 M`(L`6`")`%T`B`!C`(<`:0"%`&\`@P!W`((`@`"``(H`?@"6`'T`HP![`+`` M>@#"`'D`W0!X`/$`=P#]`'@`_P!X`/\`W@H``,0+``"R#```I@L``)T(``"9 M!```E0`*`)$`$0".`!D`BP`C`(D`+`"'`#0`A0`[`(,`0@""`$@`@`!.`'\` M4P!]`%@`?`!>`'L`9`!Y`&H`>`!R`'8`>P!T`(8`@,V`'@$/`!W!$,`=05(`'0%3@!S M!50`<059`'`&7P!N!F8`;09N`&L'>`!J!X,`:`B0`&<)G0!E":P`9`F\`&,* MU`!C"^P`8@SZ`&(,_P!B#/\`PQ8``*T7``"=&```D!@``(<6``"!%```?1$` M`'P.!@!\"@X`>`H6`'4+'P!R"R@`<`PP`&\,-P!M##X`;`Q$`&L-2@!I#4\` M:`U5`&<-7`!E#6,`8PYK`&(.=0!@#H$`7PZ.`%T/G`!<$*L`6Q"]`%H0U@!9 M$?``61']`%D1_P!9$?\`N1L``*4=``"4'@``B!X``'X=``!X&P``=!@``'$5 M``!Q$0D`;Q`1`&P0&0!I$"(`9Q$J`&81,@!D$3D`8Q$_`&(110!@$DL`7Q)1 M`%T26`!<$E\`6A-H`%D3<@!7%'T`5A2+`%05F0!3%:D`4A:Z`%$6T@!1%^T` M41?]`%$7_P!1%_\`LB```)XB``".(@``@2,``'L`21W[ M`$D=_P!*'?\`K"0``)@E``"()@``>R<``'$F``!J)0``9B,``&(A``!@'@`` M7AP+`%L;$@!9'!H`5QPB`%4<*0!4'#``4QTW`%$=/0!0'4,`3QU*`$T>40!, M'E@`2Q]A`$D?:P!(('<`1R"%`$8AE`!$(J0`1"*V`$,BS`!#(^D`0R/Z`$,C M_P!#(O\`IB<``),I``"#*@``=BH``&TJ``!E*0``8"<``%PE``!9(P``5R$' M`%4A#P!2(18`4"$>`$XA)0!-(BP`3"(S`$HB.0!)(D``2")&`$`$,D:0!")74`0":#`#\FD@`^)Z,`/B>T`#TGR@`]*.@`/2CY`#TG_P`^ M)_\`HBH``(XK``!_+0``0=X`'T#S`!]`_@`@/_\`B3D``'@Z``!I.P``7CP` M`%4\``!-/```1SP``$`\```X/0``-#X``#!````M004`*D(,`"="$0`F0Q@` M)$,>`"-#)0`B0RP`(40S`"!$.P`?1$0`'D5.`!U%60`<164`&T5T`!I%A0`9 M1I<`&4:I`!A&O@`71=P`&$7Q`!E$_0`:1/\`A#P``',]``!F/@``6S\``%(_ M``!*/P``1#\``#U````V00``,4,``"Q$```G1@$`)$<*`"%(#P`@210`'DD; M`!U)(@`<22D`&THP`!I*.``92D$`&$I+`!=+50`62V(`%4MQ`!1+@@`32Y0` M$DNG`!)+O``12]D`$DKP`!-*_``42?\`?S\``&]```!A00``5T(``$Y"``!' M0@``04(``#I#```R10``+4<``"A)```C2P``'DT&`!M/#0`84!$`%U`7`!90 M'@`54"4`%%`L`!-1-``243T`$5%'`!%14@`045\`#U)M``Y2?@`-49$`#5&D M``Q1N``,4=$`#5#L``U0^@`.3_\`>4,``&I$``!=1```4T4``$M%``!$10`` M/D8``#9(```O2@``*4P``"1/```?40``&E,``!16"0`15PX`$%@3`!!8&0`/ M6"``#E@H``U8,``-6#D`#%A#``M83@`*6%H`"%AH``=8>0`&6(P`!5B?``18 MLP`$5\H`!5?F``57\P`&5OP`\```7O@`;$H``%]+``!52P``3$P``$5,```]3@``-5```"Y3 M```G5@``(%D``!I<```57P``$&(```UE!``(9PL``V<.``!H$P``:!@``&@? M``!I)@``:2X``&DX``!I0P``:4\``&E=``!I;0``:8```&F4``!HJ0``:+\` M`&?<``!F[@``9O<`9D\``%I/``!13P``2D\``$%1```X5```,%<``"A;```A M7@``&F(``!1E```0:```#&L```=N`P`!<`D``'`-``!Q$```<10``'(:``!S M(0``@8``'H*``![#@``?!$``'T5``!^&P`` M?R(``(`J``"`-0``@$$``(!/``"`7P``@'$``("&``"`G0``?[(``'[*``!^ MY0``??$`7%@``%18``!)6@``/UT``#5A```L90``(VH``!MO```4RP``GN`` M4V0``$=H```\;0``,7,``"=Y```=?P``%(4```V+```&D````)0```"8```` MG````)\```"A````H@```*0```"E````IP```*@$``"J"0``K`T``*T2``"P M&0``LB,``+(Q``"R0@``LE0``+)I``"R@```LI@``+&L``"ROP``L@``*H$``!^(```5C@``#I4```::````GP```*0```"H````K``` M`*\```"Q````L0```+,```"U````M@```+@```"Z````O`8``+X,``#`$0`` MPQD``,4F``#%-P``QDD``,9=``#'<@``QXH``,B?``#(KP``R+P`1GH``#F! M```NB0``(I```!>8```/GP``!Z4```"J````KP```+,```"W````O````+\` M``#!````P@```,0```#%````QP```,D```#+````S0```,\#``#2"@``UA`` M`-P:``#=*@``WCP``-]0``#@90``X7L``.&1``#BH@``XJT`_P`"`/\```#_ M``,`_P`,`/\`$P#_`!T`_P`H`/X`,P#[`#X`]P!(`/,`4`#P`%<`[0!>`.L` M9`#H`&D`YP!O`.4`=`#C`'D`X@!_`.``A0#>`(P`W`"3`-D`G`#6`*8`TP"Q M`-$`P`#/`-H`S@#Q`,P`_P#+`/\`RP#_`,8`_P#!`/\`_P```/\```#_```` M_P`(`/L`$`#V`!D`\@`D`.\`+@#M`#D`Z`!"`.,`2P#@`%(`W0!9`-D`7P#6 M`&0`TP!I`-$`;@#/`'0`S@!Y`,P`?P#*`(8`R`".`,8`E@#$`*``P@"K`,`` MN0"^`,T`O`#J`+L`_`"Z`/\`N@#_`+H`_P"V`/\`_P```/\```#^````]``$ M`.L`#0#D`!0`WP`?`-L`*0#8`#,`TP`]`,X`10#*`$T`QP!3`,4`60##`%\` MP0!D`+\`:0"]`&X`NP!S`+H`>0"X`(``M@"(`+0`D`"R`)H`L0"E`*\`L@"M M`,0`K`#A`*L`]@"J`/\`J@#_`*H`_P"J`/\`_P```/T```#N````X@```-4` M"@#-`!$`QP`9`,0`(P#!`"T`OP`W`+L`/P"W`$<`M0!.`+(`4P"P`%D`KP!> M`*T`8P"L`&@`JP!M`*D``+L` MG`#2`)L`[@":`/\`F@#_`)D`_P"9`/\`_@```.X```#>````RP```,$`!0"Y M``T`M``4`+$`'@"N`"<`JP`P`*H`.0"G`$$`I`!(`*(`30"A`%,`GP!8`)X` M70"=`&(`FP!G`)H`;0"8`',`EP![`)4`A`"4`(X`D@"9`)``I@".`+0`C0#( M`(P`Y@"+`/D`B@#_`(H`_P"+`/\`\````-L```#'````N@```+````"H``H` MI``0`*``&`"=`"$`FP`J`)H`,P"8`#L`E@!!`)0`2`"2`$T`D0!2`(\`5P". M`%P`C`!A`(L`9P"*`&X`B`!U`(<`?@"%`(@`@P"4`((`H`"``*\`?P#``'X` MW0!]`/(`?0#_`'T`_P!]`/\`X````,8```"U````J@```*(```";``4`E0`- M`)(`$P"0`!P`C0`D`(L`+0"*`#0`B``[`(8`0@"%`$<`@P!-`((`4@"!`%<` M?P!<`'X`8@!]`&@`>P!P`'H`>0!X`(,`=@"/`'4`G`!T`*H`<@"Z`'$`T0!P M`.P`<`#[`'``_P!P`/\`S00``+<&``"G!P``FP8``),$``".````B@`(`(8` M#P"$`!8`@0`>`'\`)P!]`"X`?``V`'H`/`!Y`$(`=P!'`'8`3`!U`%(``J,`7`.S`%P#QP!;!.0`6P7T M`%L&_@!;!O\`M1```*$2``"1$P``A1,``'P2``!V$0``4`21'W`$D2_P!) M$?\`I1D``)(<``"#'0``=AX``&T=``!F'```8AH``%\7``!>%`$`7A$*`%L0 M$0!9$1@`5Q$@`%41)P!4$2X`4Q$T`%$1.P!0$D$`3Q)'`$X23@!,$E4`2Q-> M`$D39P!(%',`1A2``$45CP!$%9\`0Q:P`$(6Q0!"%^,`0A?V`$(7_P!"%_\` MGQT``(P@``!](0``<2(``&@B``!A(0``7!\``%D<``!7&0``518&`%05#@!1 M%10`3Q8<`$X6(P!,%BH`2Q8P`$H6-P!)%ST`1Q=#`$872@!%&%(`0QA:`$(9 M9`!!&7``/QI]`#X;C0`]&YT`/!RN`#L8@`Z M'VT`.1][`#@@BP`W(9L`-B&M`#4AP0`U(=\`-2'S`#8A_P`V(?\`EB,``(,F M``!T)P``:"@``%\H``!8)P``4R8``$\D``!,(@``22```$<@"0!$'P\`0A\5 M`$`@'``_(",`/B`I`#P@+P`[(38`.B$]`#DA1``X(DP`-R)5`#8C7P`T(VL` M,R1Y`#(EB0`Q)9H`,"6K`#`FOP`O)MP`,";R`#`F_P`Q)?\`D28``'\H``!Q M*@``92H``%PJ``!5*@``3RD``$LH``!()0``1"0``$$D!0`_)`T`/202`#LD M&0`Y)!\`-R0F`#8D+``U)3,`-"4Z`#,F00`R)DH`,2=3`#`G70`O*&D`+BEW M`"TIAP`L*9@`*RJJ`"HJO0`J*MH`*RKQ`"LJ_@`L*?\`C2@``'PJ``!M+``` M8BT``%DM``!1+0``3"P``$ M`"/1(`'3T8`!P]'P`; M/B4`&CXM`!D^-``7/CT`%C]'`!4_40`4/UX`%#]L`!-`?``20(\`$4"B`!%` MM@`00,X`$3_K`!(_^0`2/O\`>34``&DW``!<.```4CD``$HY``!#.0``/3D` M`#0`-18P`#46?``Q%L@`+ M1!P``'DC``!Z M+0``>CD``'I'``!Z5@``>6@``'I\``!YE```>*H``'C!``!WWP``=^\`5%$` M`$Q1``!"4@``.%4``"]9```F7@``'F(``!9G```0:P``"V\```5S````=P`` M`'H```!\````?@```'\"``"`!@``@0H``(,-``"$$0``AA4``(@<``"))0`` MBC```(H^``")30``B5\``(ES``"(BP``B*(``(>Y``"'T0``AN@`4E8``$=7 M```\6@``,E\``"AD```?:0``%F\``!!T```*>0```GT```"!````A0```(@` M``"*````C````(T```"/````D`0``)((``"3#```E1```)<5``"9'0``FR<` M`)LT``";1```FE8``)IJ``"9@@``FIH``)BP``"8QP``E]X`2UP``$!@```U M90``*VH``"%Q```7=P``$'T```F#```!B````(P```"1````E0```)@```": M````FP```)T```"?````H````*(```"D!0``I@H``*@.``"J%```K1T``*TJ M``"M.0``K4L``*U?``"M=P``K)```*NG``"KN@``J\L`168``#EK```N<0`` M(W@``!E_```0A@``"8T```"3````F````)T```"A````I0```*@```"K```` MJP```*X```"O````L0```+,```"U````MP$``+D'``"\#0``OQ,``,(?``#" M+@``PD```,)4``#!:P``P8,``,";``#!K0``P;P`/G(``#)X```G@```'(@` M`!*0```*EP```)T```"C````J````*T```"R````M@```+D```"[````O``` M`+X```#`````P@```,0```#&````R````,L```#.!0``T0T``-84``#7(P`` MV#4``-E)``#:7@``VW4``-N,``#`',`W`!Y`-H`?P#7`(8`U`".`-$`E@#/`*$`S`"L`,H`NP#(`-(` MQ@#N`,8`_P#%`/\`Q0#_`+\`_P"Z`/\`_P```/\```#_````_@`%`/<`#@#R M`!4`[@`?`.L`*@#I`#0`XP`]`-X`10#9`$T`U`!3`-$`60#.`%X`S`!C`,H` M:`#)`&T`QP!S`,4`>0##`(``P0"(`+\`D`"]`)L`NP"F`+D`M`"W`,@`M@#F M`+4`^P"T`/\`M`#_`+,`_P"N`/\`_P```/\```#X````[0```.4`"P#=`!$` MUP`:`-(`)`#/`"X`RP`W`,<`0`##`$<`P`!.`+X`4P"\`%D`N@!>`+@`8P"V M`&@`M0!M`+,```<`F@`.`)8`%`"4 M`!T`D@`E`)$`+0"0`#4`C0`\`(P`0@"*`$<`B`!,`(<`40"&`%8`A`!;`(,` M8`"!`&<`@`!N`'X`=P!]`($`>P"-`'H`F@!X`*D`=P"Z`'8`TP!V`.\`=@#^ M`'4`_P!U`/\`T````+L```"K````GP```)<```"0``(`BP`+`(@`$`"&`!<` MA``@`((`)P"!`"\`?P`U`'T`/`!\`$$`>P!&`'D`2P!X`%``=P!5`'8`6P!T M`&$``.$`7@#T`%T`_P!= M`/\`M`<``*`)``"0"P``A`L``'P*``!W!P``=`0``'$`"0!O``\`;0`5`&L` M'`!I`",`:``J`&<`,0!E`#8`9``\`&,`00!B`$8`8`!,`%\`4@!>`%@`70!? M`%L`:`!:`'(`6`!^`%<`C`!6`)L`50"K`%0`O@!4`-H`4P#O`%0`^P!4`/\` MJ0T``)8.``"'$```>A```'(0``!L#@``:0P``&<)`P!F!`L`9``0`&(`%P!@ M`!X`7@`E`%T`*P!<`#$`6@`W`%D`/`!8`$(`5P%'`%8!3@!5`E0`4P)<`%(# M90!1`V\`3P1[`$X$B@!-!9D`3`6I`$L%O`!*!M0`2@?M`$H'^0!*!_\`H1`` M`(X2``!^%``````W'@D`-1X.`#,>$P`Q'AH`,!X@ M`"\>)@`N'RT`+1\S`"P@.P`K($,`*B%,`"DA5@`H(F(`)B)O`"4C?P`D(Y`` M(R.B`"(DM0`B),P`(B3I`",D^0`D(_\`@B,``'$E``!C)@``62<``%`H``!) M)P``0R<``#\F```[)```."(``#4B```R(@8`,"(-`"XB$0`L(A<`*B(=`"DB M(P`H(RH`)R,Q`"8D.``E)4$`)"5*`",F5``B)F``(2=M`"`G?0`?)X\`'BBA M`!XHM``=*,H`'2CH`!XH^``?)_\`?B4``&XG``!@*0``5BD``$TJ``!&*@`` M02D``#PH```W)P``-"8``#`F```M)@,`*R<+`"@G$``G)Q0`)2<:`"0G(0`C M*"<`(B@N`"$I-@`@*3X`'RI(`!XJ4@`=*UX`'"MK`!LK>P`:+(T`&2R?`!@L ML@`8+,D`&"SG`!DK]P`:*_\`>B<``&HJ``!=*P``4RP``$HL``!#+```/BL` M`#DK```T*@``,"H``"LJ```I*P``)BL(`",L#@`B+!(`("P8`!\L'@`>+24` M'2TL`!PM,P`;+CP`&BY%`!DO4``8+UP`%R]I`!8P>0`5,(L`%#">`!0PL0`3 M,,<`$S#E`!0P]@`5+_\`=BH``& M``LY\0`,./P`;B\``%\Q``!3,@``2C,``$(S```[,P``-C,``#$R```L,P`` M)S0``"$V```=.```&3D``!4[!@`2/0P`$#X0`!`^%0`./AP`#CXC``T^*@`, M/C,`##X\``L_1P`*/U(`"#]@``<_;P`&/X$`!3^4``0_J``#/KP`!#[7``4^ M[``%/O<`:3,``%LT``!0-0``1S4``#\U```Y-0``-#4``"XU```I-P``(S@` M`!X[```:/```%C\``!)!!``.0PH`#$0.``I$$P`)1!D`"$0@``=$)P`&1"\` M!40X``-%0@`"14X``$5;``!%:@``17P``$60``!$I```1+D``$31``!$Z@`` M0_4`9#8``%````8`0``&$(``!B#```8PX``&01``!E%@``9AP``&@8``'P*``!^#@``@!$``((6``"$'@``A"D``(0V``"$ M10``A%8``(-J``"#@0``@ID``(&Q``"`R0``@.4`2DX``#]0```U4P``*U<` M`")<```98@``$F<```QL```%<0```'4```!Y````?0```($```"#````A0`` M`(8```"(````B0```(L$``"-"```CPT``)(0``"4%@``EB```)8L``"6.P`` MEDP``)5@``"5=@``E)```).G``"2O0``DM4`1%4``#E9```O70``)&,``!II M```2;P``#'4```1[````@````(4```")````C0```)$```"3````E````)8` M``"8````F@```)P```">````H`8``*(+``"E$```J!<``*DC``"I,0``J4,` M`*E6``"H;0``IH<``*>>``"FLP``I<<`/EX``#)C```G:@``'7```!-X```, M?P```X4```"+````D0```)8```";````GP```*(```"D````I0```*<```"I M````JP```*T```"P````L@```+4"``"W"0``NQ```+X8``"^)@``OC@``+Y+ M``"]80``O'H``+N4``"ZJ0``NKD`-VH``"MP```@>```%H````V(```%CP`` M`)8```"<````H@```*<```"L````L````+,```"V````MP```+D```"[```` MO0```+\```#"````Q0```,@```#*````S@@``-(0``#5&P``U2P``-1```#4 M5P``TVX``-2&``#4FP``TZL`_P```/\```#_````_P`%`/\`#@#_`!4`_``@ M`/D`*@#V`#0`\0`]`.T`1@#I`$T`Y@!3`.0`60#A`%X`W@!C`-P`:`#9`&X` MU0!S`-,`>0#0`(``S@"(`,L`D0#)`)P`Q@"G`,0`MP#"`,P`P`#L`+\`_P"^ M`/\`O0#_`+<`_P"R`/\`_P```/\```#_````^@`!`/,`"P#M`!(`Z``;`.4` M)0#D`"X`WP`X`-@`0`#2`$<`S@!.`,L`5`#(`%D`Q@!>`,0`8P#"`&<`P`!M M`+\``!G M`'8`<`!U`'H`P`;`'D`(@!X M`"D`=P`P`'4`-@!T`#L`<@!``'$`10!P`$H`;P!/`&T`5`!L`%L`:P!B`&D` M:@!H`'0`9@"``&4`C@!C`)T`8@"M`&$`P@!A`.0`80#X`&$`_P!A`/\`M``` M`*````"1````A@```'X```!Y````=0`#`'$`"P!O`!``;0`6`&P`'0!K`"0` M:P`J`&D`,`!H`#8`9@`[`&4`0`!D`$4`8P!*`&$`3P!@`%8`7P!=`%T`90!< M`&\`6@!Z`%D`B`!8`)@`5P"H`%8`NP!6`-@`5@#Q`%8`_P!6`/\`J`$``)0% M``"%!P``>@<``'(&``!L!```:0$``&<`!P!D``T`8P`1`&$`&`!@`!\`7P`E M`%X`*P!=`#``6P`V`%H`.P!9`$``6`!%`%<`2P!6`%$`50!8`%,`80!2`&H` M4`!V`$\`A`!.`),`30"D`$P`M@!,`,T`3`#K`$P`^@!,`/\`G0D``(L+``!\ M#0``<`T``&@-``!B#```7PH``%T&`0!<`0D`6@`.`%@`$P!7`!D`5@`@`%4` M)@!3`"L`4@`Q`%$`-@!0`#L`3P!!`$X`1P!-`$T`2P!5`$H`70!)`&<`1P!S M`$8`@`!%`)``1`"A`$,`L@!#`,@`0P#F`$,`]0!#`/\`E0T``(,/``!T$``` M:1$``&`1``!:$```5@X``%0-``!3"@0`4P8+`%$#$`!/`14`3@$;`$P!(0!+ M`2<`2@(L`$D",@!(`C<`1P,]`$4#0P!$`TH`0P11`$($6@!`!60`/P5P`#X& M?@`]!HX`/`>?`#L'L0`Z!\8`.@?C`#H'\P`Z"/P`CA```'P2``!N%```8A4` M`%H5``!4%```4!,``$T1``!+#@``2PT&`$H*#`!)"!$`1P@6`$4('0!$"",` M0@@H`$$)+@!`"3,`/PDY`#X*0``]"D<`/`I/`#H+6``Y"V,`.`QO`#8,?@`U M#(X`-`V?`#,-L0`R#<<`,@WC`#(-]``R#?X`B!,``'<5``!I%P``7A@``%48 M``!/&```2A8``$<5``!%$P``0Q`"`$,."`!"#0X`0`T2`#\-&``]#1\`/`TD M`#L-*@`Y#3``.`XW`#<./0`V#D4`-0Y-`#,/5P`R#V(`,1!N`"\0?0`N$(X` M+1&@`"P1L@`K$<@`*Q'F`"L1]@`L$?\`@Q8``'(9``!D&@``61L``%$;``!+ M&P``1AH``$(8```_%P``/A0``#P2!``[$0H`.A`0`#@0%0`W$!L`-1$A`#01 M)P`S$2T`,A$S`#`1.@`O$D(`+A)+`"T35``K$U\`*A1L`"D4>P`H%(P`)Q6> M`"85L``E%<8`)17D`"45]@`F%?\`?AD``&X;``!@'0``5AX``$T>``!''@`` M0AT``#X<```Z&@``.!@``#<6```U%0<`-!0-`#(4$@`P%!<`+Q0=`"T4(P`L M%2H`*Q4P`"H5-P`I%C\`*!9(`"<74@`F&%T`)!AJ`",9>0`B&8H`(1F<`"`9 MKP`?&<0`'QGB`"`9]``@&?\`>AL``&H>``!='P``4R```$H@``!$(```/A\` M`#H>```W'0``-!P``#(9```P&00`+A@+`"P8$``J&!0`*1@:`"<8(``F&28` M)1DM`"0:-0`C&CT`(AM&`"$;4``@'%L`'QUH`!X==P`='8@`'!Z;`!L>K0`: M'L,`&A[@`!H=\P`;'?\`=QT``&<@``!:(0``4"(``$@B``!!(@``.R(``#,@`>'SH`'1]#`!P@30`;(5D`&B%F`!DA=0`8(H<`%R*9`!8BK``5(L$` M%2+?`!4A\@`6(?X`*0``&RH``!@K!P`6*PT`%"P1`!,L%@`2+!P`$2TC`!`M*@`0+3(` M#RX\``XN1@`-+E(`#2Y?``PO;@`++W\`"B^2``DOI0`)+KD`""[0``DNZ0`* M+O<`:"<``%HI``!.*@``12L``#TK```W*P``,2H``"TJ```I*@``)"H``"`K M```;+0``&"X``!4O!``2,0H`$#(.``\R$P`.,AD`#3(@``TR)P`,,B\`"S,X M``HS0@`),TX`"#-;``8T:@`%-'L`!#..``,SH@`",[8``C/-``,SYP`$,O,` M9"H``%8L``!++0``0BT``#HM```T+0``+RP``"LL```F+```(BT``!TO```9 M,0``%3(``!(T`P`/-@D`##@-``HX$0`).!8`"#@=``U```7>X`1T```#\_```Z/P``,4```"E# M```A1@``&DH``!-.```.40``"E4```18````6P```%X```!A````8P```&0! M``!E!```9P@``&@+``!J#@``;!(``&X7``!O(```;RH``&\V``!N10``;E4` M`&YH``!M?P``;9@``&RP``!KR@``:N@`1$0``#Y#```U1```*T<``"-+```; M3P``$U0```Y8```(7````F````!D````9P```&L```!M````;P```'````!R M````=`(``'4&``!W"@``>0X``'P2``!^&```?R(``'\N``!_/0``?DT``'UA M``!]=P``?)```'NH``!ZP```>=\`0T<``#E)```O3```)5```!Q5```46P`` M#F````=E````:@```&X```!R````=@```'D```!\````?@```'\```"!```` M@P```(4```"'`P``B@@``(P-``"/$0``DAD``)(E``"2,P``DD0``)%7``"0 M;0``CX8``(Z?``"-M0``C,T`/4X``#)1```H5@``'EP``!5B```.:```!VX` M``!T````>0```'X```""````A@```(D```",````C@```)````"2````E``` M`)8```"8````FP```)X&``"A#```I!$``*8;``"F*0``ICH``*5-``"E8@`` MI'L``*.4``"AJP``H;\`-E<``"Q<```A8@``%VD```]P```'=P```'X```"$ M````B@```(\```"4````F````)L```">````GP```*(```"D````I@```*@` M``"K````K0```+````"S!```MPP``+L2``"['P``NS```+M#``"Z6```N7`` M`+>+``"WH0``M[,`,&(``"5I```:<```$'@```F`````B````(\```"6```` MFP```*$```"F````J@```*X```"P````L0```+0```"V````N````+L```"] M````P````,,```#'````RP,``,\,``#3%0``TB4``-(X``#13@``T&4``,]^ M``#-E@``S*D`_P```/\```#_````_P`#`/\`"P#\`!$`^0`;`/<`)0#S`"\` M[@`X`.D`0`#F`$@`X@!.`-\`5`#<`%D`V0!>`-4`8P#3`&@`T`!M`,X``"D`V0`S M`-$`.P#,`$(`R`!(`,4`3@#"`%,`P`!8`+X`70"\`&(`N@!G`+D`;0"W`'0` MM0![`+(`A0"P`)``K@"<`*P`J@"I`+T`IP#>`*8`^0"E`/\`HP#_`)T`_P"; M`/\`_0```/8```#K````WP```-$``P#*``P`Q0`2`,,`&P#``"0`O@`L`+D` M-0"V`#P`LP!#`+``2`"N`$X`K`!2`*L`5P"I`%P`IP!A`*8`9P"D`&T`H@!T M`*``?0">`(@`G`"5`)H`HP"8`+0`E@#-`)4`\0"4`/\`E0#_`)``_P".`/\` M\P```.8```#1````P@```+@```"Q``@`K0`/`*H`%@"H`!X`J``G`*8`+P"B M`#8`GP`\`)T`0@";`$<`F0!,`)<`40"6`%4`E`!:`),`8`"1`&8`D`!N`(X` M=@",`($`B@"-`(@`FP"&`*P`A0#!`(0`Y@"#`/T`A`#_`(,`_P"!`/\`Y``` M`,L```"Z````K````*(```"<``0`F``,`)8`$0"4`!D`DP`A`)(`*`"/`#`` MC0`V`(L`/`")`$$`B`!&`(8`2P"%`$\`A`!4`((`6@"!`&``?P!G`'X`;P!\ M`'H`>@"&`'@`E`!W`*0`=0"W`'0`U`!S`/0`=`#_`'0`_P!T`/\`RP```+8` M``"F````F@```)(```"*````A@`(`(,`#@"!`!0`@0`;`(``(P!_`"H`?0`P M`'L`-@!Z`#L`>`!``'<`10!U`$D`=`!.`',`5`!Q`%H`<`!A`&X`:0!M`',` M:P!_`&D`C0!H`)T`9P"N`&8`QP!E`.H`9@#_`&8`_P!G`/\`N````*0```"5 M````B@```($```!\````=@`$`'0`#`!R`!``<0`6`'``'0!P`"0`;@`J`&T` M,`!K`#4`:@`Z`&D`/P!H`$0`9P!)`&4`3@!D`%0`8P!;`&$`8P!@`&T`7@!Y M`%T`AP!;`)8`6@"H`%D`O0!9`-\`60#X`%H`_P!:`/\`J````)4```"'```` M>P```',```!N````:@`!`&<`"`!E``X`9``2`&,`&`!C`!\`8@`E`&$`*@!? M`#``7@`U`%T`.@!<`#X`6P!$`%D`20!8`$\`5P!6`%8`7@!4`&@`4P!S`%$` M@0!0`)$`3P"B`$X`M0!.`-``3@#P`$X`_P!/`/\`G````(D```![`P``<`,` M`&@#``!B`0``7P```%T`!`!;``L`60`/`%@`%`!7`!D`5P`@`%8`)0!5`"H` M4P`P`%(`-`!1`#D`4``_`$\`1`!.`$L`30!2`$L`6@!*`&,`20!O`$<`?`!& M`(P`10"=`$4`L`!$`,<`1`#H`$0`^@!%`/\`D@0``(`'``!Q"@``9@H``%X* M``!9"0``50<``%0$``!2``<`4``,`$\`$`!.`!4`30`;`$P`(`!+`"8`2@`K M`$D`,`!(`#4`1P`Z`$8`0`!%`$8`0P!.`$(`5@!!`%\`0`!K`#X`>``]`(@` M/`"9`#P`JP`\`,$`.P#@`#L`]``[`/\`B0H``'@,``!J#@``7PX``%<.``!1 M#@``30P``$L+``!*"`(`200)`$@`#0!&`!$`10`6`$0`'`!#`"$`0@`F`$$` M*P`_`#$`/@`V`#T`/``\`$,`.P!*`#H`4@`Y`%P`.`!H`#8`=0`U`(4`-`"6 M`#0`J``S`+P`,P#8`#,`[P`S`/L`@@T``'$/``!D$```61$``%$1``!+$0`` M1Q```$0.``!"#0``00L%`$$'"P`_!0X`/@,2`#P"&``[`AT`.@,B`#D#*``X M`RT`-P,R`#8$.0`U!#\`-`5'`#,%4``Q!EH`,`9F`"\'5`"P' MIP`K![H`*P?2`"L'ZP`K!_<`?1```&P1``!?$P``5!0``$P4``!&%```0A,` M`#X2```\$```.@X!`#H-!@`Z"@P`.`D0`#8(%``U"!D`-`D?`#())``Q"2D` M,`DO`"\*-@`N"CT`+0I%`"P+3@`K"UD`*0QE`"@,!(``&@4``!;%@``41<``$@7``!"%@``/18``#D5 M```W$P``-1$``#,0`P`S#@@`,@T-`#`-$0`O#18`+0T;`"P-(0`K#2<`*@TM M`"D.-``H#CL`)PY$`"4.3@`D#UD`(Q!E`"$0$E8`'1-C`!P3<0`:$X(`&125`!@4IP`7%+L`%Q/4 M`!<3[@`8$_H````Y'0``-!T``"\<```K&P``*!H` M`"89```D&```(A<$`"`7"@`>%PX`'!<2`!H7%P`9&!X`&1@D`!@9+``7&30` M%AH]`!4:1P`4&U(`$QM?`!(<;@`1''\`$!R2`!````I'0``)1T``",< M```@&P``'1L!`!L;!P`9'`T`%QP0`!8<%0`5'!L`%!TB`!,=*0`2'C$`$1XZ M`!$?10`0'U``#R!=``X@;``-('P`#2"/``P@H@`+(+4`"R#*``L@Y0`,'_0` M91T``%```= M'@``&2```!8@!``4(`L`$B$.`!$A$P`1(AD`$"(?``\B)@`.(R\`#B,W``TC M00`,)$T`"R19``HD9P`))'@`""2+``*0``&BH``!8L```2+@``#S````TQ`@`* M-`<`!34+``(V#@``-Q```#@4```X&@``."(``#@J```Y,P``.3X``#E*```Y M60``.6D``#E]```XDP``.*@``#>_```WW@``-O``42L``$8L```\+```-"P` M`"XL```J*P``)2L``"`L```;+0``%R\``!,Q```0,P``#34```DW`@`%.@8` M`3L*```\#0``/0\``#X2```_%P``0!X``$`E``!`+P``0#H``$!&``!`5``` M0&4``#]X```_CP``/J8``#Z]```]W```/?``32X``$(O```Y+P``,B\``"TN M```H+@``(B\``!TP```8,@``$S4``!`W```,.@``"3P```4^````000``$(( M``!#"P``1`T``$80``!'%```2!D``$@A``!(*@``2#4``$A!``!(3P``2&`` M`$=S``!'B@``1J(``$6Y``!%V0``1/``2#(``#XR```V,@``,#$``"LQ```E M,@``'S0``!DV```3.0``$#P```P_```(0@```T0```!&````2`(``$H%``!+ M"```3`L``$X.``!/$0``414``%(<``!2)0``4C```%(\``!12@``45H``%%M M``!0A```3YT``$ZU``!-T@``3>X`0S8``#LV```T-0``+S0``"QL``'LG``!Z-0``>44``'A9``!X;0``=X8` M`':?``!UMP``=-(`/$$``#)"```H10``($H``!=.```05```"ED```)>```` M8P```&<```!K````;P```'(```!U````=P```'D```![````?0```'\```"" M````A`,``(<)``"*#@``CA,``(\>``".*P``CCL``(U.``"+8P``BGP``(J5 M``"(K0``A\4`-D<``"Q+```B3P``&54``!!;```*80```6<```!M````<@`` M`'<```![````?P```(,```"&````B````(H```"-````CP```)$```"4```` MEP```)H!``"=!P``H0T``*44``"D(0``I#$``*-$``"B60``H'```)^+``"= MH@``G;<`,%```"55```;6P``$F(```MI```!<````'<```!]````@P```(@` M``"-````D0```)4```"8````F@```)P```"?````H0```*,```"F````J0`` M`*P```"P````M`<``+@.``"Z&```NB<``+DY``"X3@``MV4``+9^``"UE@`` MLZL`*5L``!YB```4:0``#'$```)Y````@0```(D```"/````E@```)L```"@ M````I````*@```"K````K````*\```"R````M````+8```"Y````O````,`` M``#$````R````,T'``#2$```TAT``-$O``#01```SUL``,US``#+C0``RJ$` M_P```/\```#[````^@```/P`"`#X``\`]0`7`/0`(`#Q`"H`ZP`S`.8`.P#B M`$,`W@!)`-H`3P#6`%0`TP!9`-``7@#.`&,`RP!H`,D`;@#&`'4`PP!]`,$` MA@"^`)(`NP">`+D`K@"V`,,`M`#H`+,`_P"O`/\`I0#_`)X`_P";`/\`_0`` M`/<```#R````\````.<``P#A``P`W``2`-@`&P#6`"0`T@`M`,P`-@#&`#T` MP@!#`+\`20"\`$X`N@!3`+@`6`"V`%T`M0!B`+,`9P"Q`&X`KP!V`*P`?P"J M`(H`J`"7`*4`I@"C`+D`H0#9`*``^0">`/\`F`#_`)(`_P"/`/\`\P```.P` M``#C````TP```,@```#!``D`O0`/`+L`%@"Y`!\`MP`G`+,`+P"O`#<`K``] M`*H`0P"H`$@`I@!-`*0`4@"C`%8`H0!;`)\`80">`&<`G`!O`)H`>`"7`(,` ME0"0`),`G@"1`+``D`#(`(X`\`"-`/\`B@#_`(4`_P""`/\`YP```-T```#& M````N````*X```"H``0`I0`,`*$`$@"A`!D`H``B`)\`*0";`#``F``W`)8` M/0"3`$(`D@!'`)``2P"/`%``C0!5`(P`6@"*`&$`B`!H`(<`<`"%`'L`@P"( M`($`E@!_`*<`?0"\`'P`XP!\`/T`?`#_`'@`_P!V`/\`U@```,````"O```` MHP```)D```"3````CP`)`(T`#@"+`!0`B@`<`(H`(P"(`"H`A0`P`(,`-@"" M`#L`@`!``'\`10!^`$H`?`!/`'L`5`!Z`%H`>`!A`'8`:0!U`',```7`'@`'@!W`"0`=0`J`',`,`!Q`#4` M<``Z`&X`/P!M`$0`;`!)`&L`3@!J`%0`:`!;`&<`8P!E`&T`9`!X`&(`AP!@ M`)<`7P"J`%X`P@!>`.D`7@#_`%X`_P!=`/\`K````)D```"*````?P```'<` M``!Q````;0```&H`"`!I``X`:``2`&<`&`!G`!\`9P`E`&4`*@!C`"\`8@`T M`&$`.0!@`#X`7P!#`%X`2`!=`$X`6P!5`%H`70!8`&<`5P!R`%4`@0!4`)$` M4P"C`%(`N`!1`-P`40#Y`%(`_P!2`/\`G0```(L```!\````<0```&D```!D M````8````%X`!0!<``L`6P`/`%L`%`!:`!D`6@`?`%D`)0!7`"H`5@`O`%4` M-`!4`#@`4P`]`%(`0P!0`$D`3P!0`$X`6`!-`&(`2P!M`$H`>@!)`(L`2`"= M`$<`L0!'`,P`1@#P`$<`_P!'`/\`D````'X```!P````9@```%X```!9```` M5@```%,``0!2``@`4``-`$\`$`!/`!4`3@`:`$X`(`!-`"4`3``J`$H`+@!) M`#,`2``X`$<`/@!&`$0`10!+`$0`4P!#`%T`00!H`$``=0`_`(4`/@"7`#T` MJP`]`,,`/0#F`#T`^P`^`/\`AP```'4#``!H!@``70<``%4&``!0!@``3`0` M`$H!``!)``0`1P`*`$8`#@!%`!$`10`6`$0`&P!#`"``0@`E`$$`*@!``"\` M/P`T`#X`.@`]`$``.P!'`#H`3P`Y`%D`.`!D`#<`<0`V`($`-0"3`#0`I@`T M`+L`-`#=`#0`]0`U`/\`?@8``&T)``!@"P``5@P``$X,``!("P``1`H``$(( M``!`!0$`/P$'`#X`"P`]``X`/``2`#L`%P`[`!P`.@`A`#D`)0`W`"H`-@`P M`#4`-0`T`#P`,P!#`#(`3``Q`%4`,`!@`"\`;0`N`'T`+0"/`"P`H@`L`+8` M+`#0`"P`[@`L`/P`=PH``&<,``!:#@``4`X``$D.``!##@``/@T``#L,```Y M"P``.`D#`#<%"``V`@T`-0$0`#0`$P`S`!@`,@`=`#$`(@`P`"<`+P`L`"X` M,@`M`#@`+`!``"L`20`J`%(`*0!=`"@`:P`G`7H`)@&,`"4`GP`E`+(`)0#* M`"4`Z``E`/<`<@T``&(.``!6$```3!$``$01```^$0``.1```#8/```S#@`` M,0T!`#`+!0`P"`H`+P8-`"X%$0`L!!0`*P,9`"H#'@`I`R,`*`0I`"<$+P`F M!34`)04]`"0%1@`C!E``(@9<`"$':0`@!WD`'P>+`!X'G0`>![``'0;&`!T& MXP`=!?,`;0X``%X1``!2$@``2!,``$`3```Z$P``-1(``#$1```N$```+`\` M`"H.`P`J#0<`*0L+`"@)#@`G"1$`)0@6`"0(&P`C"2``(@DF`"$)+``@"C,` M'PH[`!X+1``="T\`'`Q;`!L,:0`:#'D`&`R+`!@,G@`7#+``%@S%`!8,X0`6 M"_``:1```%H2``!.%```114``#T5```W%0``,10``"T3```J$@``*!$``"80 M`0`D$`0`(PX(`",-#``B#`\`(`P3`!\,&``>#1T`'0TC`!P-*@`;#3(`&@XZ M`!@.1``7#E``%@]<`!4/:@`3$'L`$A"-`!$0H``1$+,`$`_)`!`/Y``1#_(` M91(``%<4``!+%@``0A<``#H7```T%P``+Q8``"H5```G%```)!,``"(3```@ M$@,`'A$&`!T0"0`<$`T`&P\0`!D0%0`8$!L`%Q`A`!80*``5$3``%!$Y`!,1 M0P`2$DX`$1):`!`2:0`0$WD`#A.,``X3G@`-$[$`#1+%``P2X0`-$O$`8A0` M`%06``!)&```/QD``#<9```Q&0``+!@``"@7```D%@``(18``!\5```<%`(` M&A,$`!D2!@`7$@L`%1(.`!02$@`3$Q@`$A,?`!$3)@`1%"T`$!0V``\500`. M%4P`#A97``T690`,%W4`"Q>'``H7F@`)%JT`"!;!``@6W0`)%>X`7Q8``%$8 M``!&&@``/1H``#4;```O&@``*AH``"49```B&```'Q@``!P7```9%@$`%Q8# M`!46!``3%@D`$18-`!`7$0`/%Q8`#A<<``X8(P`-&"H`#!DS``P9/``+&D<` M"AI3``D:80`'&W$`!AN#``4;EP`$&JH``QJ_``,9V@`$&>P`7!@``$X:``!# M'```.AP``#,<```L'```)QP``",;```@&@``'1D``!H9```7&`$`%1@"`!(9 M!``0&P<`#AL,``T<$``,'!,`"QP9``H<'P`)'2<`"!TO``<>.0`&'D,`!!Y0 M``,?7@`"'VX``1^````?E0``'JD``!Z]```=V```'>P`6!H``$L<``!!'@`` M.!X``#`>```J'@``)1T``"$<```>'```&QL``!@;```6&P$`$QL"`!$T`51T``$@?```^(```-2`` M`"X@```H(```(Q\``"`>```='0``&AT``!8=```3'@``$1\"``X@!``-(@<` M"B0+``8E#0`$)1```B84```F&@``)B$``"T`42```$4A```[(@``,B(``"PB M```F(0``(B$``!X@```;'P``&"```!0@```1(@``#R,```TE`P`*)@8`!B@* M``,I#0``*P\``"P2```L%P``+!X``"PF```M+P``+3D``"U&```M5```+60` M`"UW```LC0``+*0``"NZ```KU@``*NX`32(``$$D```X)```,"0``"DD```D M(P``(2(``!TB```9(@``%2,``!(D```/)@``#2@```HJ`@`&+`4``BX)```O M"P``,`X``#(0```S%0``,QL``#,B```S*P``,S8``#-"```S4```,V```#-S M```RB@``,J$``#&X```PU@``,.\`224``#XF```T)P``+2<``"@F```C)0`` M'R0``!LE```6)@``$B@``!`J```-+```"BX```8P`0`",@0``#0'```U"@`` M-PP``#@.```Z$@``.A<``#H?```Z)P``.C(``#H^```Z3```.EP``#IO```Y MA@``.)X``#BV```WU```-N\`1"D``#HI```Q*0``*RD``"8H```B)P``'2@` M`!@I```3*P``$"X```TP```),@``!34```$W````.0(``#L%```\"```/@L` M`#\-``!!$```0Q0``$,;``!#(P``0RX``$,Y``!#1P``0E<``$)J``!!@0`` M0)H``#^R```^SP``/N\`/RP``#8L```O+```*BL``"4J```?*P``&2T``!0O M```0,@``#34```@X```$.@```#P````_````00```$,"``!%!0``1@@``$@+ M``!*#@``3!$``$T6``!-'@``32@``$TT``!,0@``3%$``$MD``!+>P``2I0` M`$FM``!(R@``1^P`.S```#,O```M+P``*"T``"(O```;,0``%30``!`W```- M.@``"#T```)`````0P```$8```!(````2@```$P```!.`0``3P0``%$'``!3 M"P``50X``%@2``!9&0``6"(``%@N``!7/```5TL``%9>``!6!P`` M80L``&0.``!F$P``9QP``&8G``!F-```940``&17``!D:P``8H4``&&?``!@ MN0``7MP`-3<``#`U```H-P``(#H``!@]```10@``#$8```9*````3P```%,` M``!6````60```%P```!?````80```&0```!E````9P```&D```!L`0``;@8` M`'$+``!T#P``=Q4``'<@``!V+0``=CT``'5/``!T8P``0```'T```"`````@P```(4```"'````B@```(P```"/````D@```)8```"9 M`@``G@D``*(0``"B&@``H2D``*`[``"?4```G6<``)J!``":F0``F:\`*4D` M`!].```55```#EL```5B````:0```'````!W````?0```((```"&````BP`` M`(\```"3````E0```)<```":````G0```*````"C````I@```*H```"N```` ML@```+<*``"[$0``NA\``+DP``"W10``M5P``+1T``"QC@``KZ0`(E0``!A; M```08@``!VH```!S````>P```((```")````D````)4```":````GP```*,` M``"F````J````*L```"N````L````+,```"V````N@```+T```#"````QP`` M`,P!``#3"P``U!4``-,F``#1.@``T%$``,UH``#+@0``RI8`_````/8```#R M````\0```/,`!0#T``P`\@`3`/``'`#M`"4`Z``N`.(`-@#>`#X`V0!$`-0` M2@#1`$\`S@!4`,L`60#)`%X`Q@!C`,0`:0#!`'``O@!X`+P`@0"Y`(T`M@": M`+,`JP"Q`,``KP#F`*X`_P"E`/\`F@#_`)0`_P"/`/\`]````.P```#H```` MYP```-\```#9``D`T@`0`,\`%P#/`"``S``H`,8`,`#``#<`O``^`+D`1`"W M`$D`M0!.`+,`4P"Q`%<`KP!=`*T`8@"K`&D`J0!Q`*<`>@"E`(4`H@"3`*`` MH@"=`+8`FP#4`)D`^0"6`/\`C0#_`(@`_P"$`/\`Z````-\```#9````R0`` M`+\```"X``0`M0`-`+,`$@"Q`!H`L``B`*T`*@"I`#$`I@`X`*0`/0"B`$,` MH`!(`)X`3`"<`%$`FP!6`)D`7`"7`&(`E0!I`),`<@"1`'T`CP"+`(T`F@"+ M`*P`B0#%`(@`[@"&`/\`?P#_`'H`_P!X`/\`V0```/_B?1!)0T-?4%)/1DE, M10`($LT```"[````K@```*4```"?````G``)`)D`#P"9`!4`F0`=`)@`)`"4 M`"L`D0`Q`(X`-P",`#P`BP!!`(D`1@"(`$L`A@!0`(4`50"#`%L`@@!B`(`` M:P!^`'4`?`""`'H`D@!X`*,`=P"Y`'8`X`!U`/\`<@#_`&X`_P!L`/\`QP`` M`+4```"E````F0```(\```")````A0`$`(0`#`""`!$`@@`7`((`'@"``"4` M?@`K`'P`,0!Z`#8`>0`[`'<`0`!V`$0`=0!)`',`3P!R`%4`<`!<`&\`9`!M M`&X`;`!Z`&H`B@!H`)L`9P"O`&8`S`!E`/4`9`#_`&$`_P!@`/\`M````*`` M``"0````A0```'T```!W`````&<` M7`!S`%L`@@!9`),`6`"F`%<`OP!7`.H`5P#_`%8`_P!4`/\`H0```(X```!_ M````=0```&P```!H````9````&$`!`!@``L`7P`/`%\`$P!?`!D`7P`?`%T` M)0!<`"H`6P`O`%D`,P!8`#@`5P`]`%8`0P!5`$D`4P!0`%(`6`!1`&$`4`!M M`$X`>P!-`(P`3`"?`$L`M0!*`-P`2@#Z`$H`_P!*`/\`D@```(````!R```` M9P```%\```!:````5P```%4``0!3``<`4@`,`%(`$`!2`!0`4@`:`%$`'P!/ M`"0`3@`I`$T`+@!,`#,`2P`X`$H`/0!)`$,`2`!*`$8`4@!%`%P`1`!G`$,` M=0!"`(8`00"8`$``K@!``,L`/P#R`$``_P!``/\`A0```'0```!G````70`` M`%4```!/````3````$H```!(``0`1P`*`$<`#0!&`!$`1@`5`$8`&@!%`!\` M1``D`$,`*0!"`"T`00`S`#\`.``^`#X`/0!%`#P`3@`[`%<`.@!B`#D`;P`X M`(``-P"3`#8`IP`V`,``-@#H`#8`_@`V`/\`?````&L```!>`@``5`,``$T# M``!'`P``0P$``$$````_``$`/@`'`#T`"P`]``X`/``1`#P`%@`\`!H`.@`? M`#D`)``X`"D`-P`N`#8`,P`U`#H`-`!!`#,`20`R`%,`,0!>`#``:P`O`'L` M+@".`"T`H@`M`+@`+0#=`"T`^``N`/\``*X`'@#'`!X`Z0`?`/H`:`D``%D,``!-#0``0PX``#P.```V#@``,0T` M`"T-```J#```*`L``"<)!``F!@@`)@0+`"4##@`D`1``)`$4`"(!&``A`1T` M(0`B`"``*``?`"X`'@$V`!T!/P`<`4D`&P%4`!H!80`:`7``&0&"`!@`E@`8 M`*H`&`#!`!@`X0`8`/0`8PP``%4.``!)#P``0!```#@0```R$```+0\``"D. M```F#@``(PT``"(,`P`@"P8`(`D)`!\'#``>!@X`'@41`!P%%0`;!1H`&@4? M`!H%)0`9!2L`&`4S`!<&/``6!D8`%@92`!4'7P`4!VX`$P>``!('E``2!J<` M$@6\`!($V0`2`^\`7PX``%$/``!&$```/!$``#41```O$0``*A$``"80```B M$```(`\``!T.`@`<#04`&@T'`!H+"@`9"@T`&`D0`!<)$@`6"1<`%0D<`!0) M(@`4"BD`$PHQ`!(*.@`2"T4`$0M1`!`,7P`/#&X`#@R```X,E``-"Z<`#0NZ M``T*T@`-"NH`7`\``$X1``!#$@``.A,``#(3```L$P``)Q(``",1```?$0`` M'!```!H0`@`8#P0`%@X'`!4."0`4#0L`$PP-`!(,$``2#!0`$0P:`!$-(``0 M#2@`#PTP``X..P`-#D8`#0Y1``P/7@`+#VT`"@]_``D/DP`)#Z8`"`ZY``@. MT``'#N@`6!$``$L2``!`$P``-Q0``#`4```I%```)10``"$3```=$@``&A(` M`!<1`@`5$04`$Q`'`!(0"0`1#PH`$`X,``X.#@`.#Q(`#1`8``T0'@`,$"4` M#!`M``L1-@`*$4$`"1%-``@26@`'$FH`!A)\``42D``$$J0``Q&X``,1SP`" M$>@`51(``$D4```^%0``-18``"T6```G%@``(A4``!X4```;%```&!,``!42 M`P`3$@4`$A$'`!`1"0`/$0H`#1$+``P2#@`+$A$`"A(5``D3&P`)$R(`"!,J M``<4,P`%%#X`!!5*``,56``"%6<``15Z```5C@``%:,``!2W```4SP``$^D` M4A0``$86```[%P``,A<``"L7```E%P``(18``!P6```9%0``%A0!`!03!``2 M$P8`$1((``\2"``.$PD`#!0*``H5#0`(%A``!A83``46&0`$%Q\``Q```>'0``&QP``!@;```4'```$1P```X=```-'P``"B$```8B`0`# M)`0``"8&```H"```*@L``"L-```M$```+14``"T<```M)```+BX``"XZ```N M2```+5@``"UJ```M@0``+)H``"NR```JT```*>\`0"```#8A```M(0``)B$` M`"$@```='P``&AX``!8>```2'P``#R$```TB```*)```!B8```(H````*P(` M`"T$```O!@``,`D``#(,```T#@``-1(``#48```U(```-2H``#4V```U0P`` M-5,``#1F```T?```,Y8``#*O```QS0``,.\`/",``#(D```J)```)",``"`B M```<(0``%R$``!,C```0)0``#2<```DI```%*P```2X````P````,@```#0! M```V!```.`8``#H)```\#0``/A```#X4```^'```/B8``#XQ```^/P``/4X` M`#UA```\=P``.Y$``#JK```YR0``..T`-R<``"\G```H)@``(R4``!\D```9 M)0``%"8``!`H```-*P``"2X```4P````,P```#4````X````.@```#P````^ M`0``0`,``$('``!$"@``1@T``$D1``!)%P``2"$``$@L``!'.@``1TD``$9; M``!%<0``1(L``$.E``!"PP``0>@`-"H``"PJ```G*```(B<``!PH```6*@`` M$2T```TP```),P```S8````Y````/````#X```!!````0P```$8```!(```` M2@```$P#``!.!@``4`H``%,.``!4$P``5!P``%,G``!3-```4T,``%)5``!1 M:@``4(,``$^>``!-N0``3.``,"T``"LL```F*P``'RP``!@N```2,@``#34` M``@Y```"/0```$````!#````1@```$D```!,````3@```%$```!3````50`` M`%<```!9`0``7`8``%\*``!B#@``8Q4``&,?``!B+```83P``&!.``!?8@`` M7GL``%R6``!;L```6<\`+S```"HO```B,```&C,``!,W```..P``"#\```%$ M````2````$P```!/````4@```%4```!8````6P```%T```!@````8@```&0` M``!F````:0```&T%``!P"P``=!```'08``!S)0``@```'X```""!```A@L``(H1``")'```B"L``(8]``"$4@``@V<``(&! M``!_FP``?K(`*3H``"`]```60@``#T@```A.````5````%H```!@````9``` M`&D```!N````<@```'8```!Z````?0```(````""````A0```(@```"+```` MC@```)(```"6````FP,``*`,``"B$P``H"$``)\S``"=1P``FEX``)AW``"7 MCP``E:<`(T,``!E(```13@``"54```!<````8P```&H```!Q````=@```'L` M``"`````A@```(H```".````D0```),```"6````F0```)P```"@````HP`` M`*<```"K````L````+8$``"\#0``NA<``+DH``"W/```M%(``+)J``"OA0`` MK9P`'$X``!-4```+7````60```!L````=````'P```"#````B0```(\```"4 M````F@```)\```"B````I````*<```"J````K@```+$```"T````N````+P` M``#!````QP```,T```#4!0``V!```-4>``#3,0``T$@``,U?``#+=@``R(X` M``````````````````````$#!`4&"`D*"PT.#Q$2$Q06%Q@:&QP='R`A(B0E M)B@I*BLM+B\P,C,T-C M8&%B8V5F9VEJ:VQN;W!QGQ]?H"!@H.%AH>(BHN,CH^0D9.4E9:8 MF9JOL[>[P\?+T]?;W^?K[_/[_____________ M_________________________________________P`````````````````` M```!`P0%!@@)"@L-#@\1$A,4%A<8&AL<'1\@(2(D)28H*2HK+2XO,#(S-#8W M.#D[/#T^0$%"1$5&1TE*2TU.3U!24U155UA96UQ=7F!A8F-E9F=I:FML;F]P M<7-T=7=X>7I\?7Z`@8*#A8:'B(J+C(Z/D)&3E)66F)F:G)V>GZ&BHZ2FIZBJ MJZRMK["QL[2UMKBYNKN]OK_!PL/$QL?(R'EZ?'U^@(&" M@X6&AXB*BXR.CY"1DY25EIB9FIR=GI^AHJ.DIJ>HJJNLK:^PL;.TM;:XN;J[ MO;Z_P<+#Q,;'R,G+S,W/T-'2U-76U]G:V]W>W^#BX^3FY^CIZ^SM[O#Q\O3U M]O?Y^OO\_O__________________________________________________ M____``$"`P0%!@<("0H+#`T.#Q`1$A,4%187&!D:&QP='A\@(2(C)"4F)R@I M*BLL+2XO,#$R,S0U-C'EZ>WQ]?G^`@8*# MA(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::GJ*FJJZRMKJ^P ML;*SM+6VM[BYNKN\O;Z_P,'"P\3%QL?(R+CY.7FY^CIZNOL[>[O\/'R\_3U]O?X^?K[_/W^_VUF=#$``````P0A M```!`````````````````````0````````````````````$````!`@,$!08' M"`@)"@L,#0X/$!$2$Q05%A<8&1H:&QP='A\@(2(C)"4F)R@I*BLL+2XO,#$Q M,C,T-38W.#DZ.SP]/C]`04)#1$5&1TA)2DM,34Y/4%%24U155E=865I;7%U> M7V!A8F-D969G:&EJ:VQM;F]P<7)S='5V=WAY>GM\?7Y_@(&"@X2%AH>(B8J+ MC(V.CY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6FIZBIJJNLK:ZPL;*SM+6VM[BY MNKN\O;Z_P,'"P\3%QL?(RW^#AXN/DY>;G MZ.GJZ^SM[N_Q\O/T]?;W^/GZ^_S]_O\``0$"`@,#!`0%!@8'!P@("0D*"PL, M#`T-#@\/$!`1$1(3$Q04%186%Q<8&1D:&AL<'!T>'A\@("$B(B,D)"4F)B9FYV?H:.EIZBJK*VOL+*SM;:W MN;J[O+V_P,'"P\3%QL?(RKKZ^SL[>[N[^_P\/'R\O/S]/3U]O;W]_CX^?GZ M^_O\_/W]_O[_``$!`@(#`P0$!08&!P<("`D)"@L+#`P-#0X/#Q`0$1$2$Q,4 M%!46%A<7&!D9&AH;'!P='AX?("`A(B(C)"0E)B8G*"DI*BLL+2TN+S`Q,C(S M-#4V-S@Y.CL\/3X_0$)#1$5&2$E*3$U/4%)355=86EQ>8&)D9FAJ;6]Q='9Y M?'Z!@X:)BXZ0DI67F9N=GZ&CI:>HJJRMK["RL[6VM[FZN[R]O\#!PL/$Q<;' MR,G*R\S-S<[/T-'2TM/4U=;6U]C9V=K;V]S=W=[?W^#AX>+CX^3EY>;FY^CH MZ>GJZ^OL[.WN[N_O\/#Q\O+S\_3T]?;V]_?X^/GY^OO[_/S]_?[^_]K+"1OH MS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2 MYJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZ MZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67 MDN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZ MJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:E MEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J- MX:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+F MI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9 MC^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2 MYJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.E MEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67 MDN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+F MI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:E MEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2 MYJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+F MI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67 MDN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2 MYJ67DN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:E MEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67 MDN:EEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+F MI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:E MEY+FI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2 MYJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+F MI9>2YMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67 MDN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2 MYMK+"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:E MEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+ M"1OHS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+F MI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OH MS0XZZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2 MYJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMK+"1OHS0XZ MZJ)J-X:>9C^.EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67 MDN:EEY+FI9>2YJ67DN:EEY+FI9>2YJ67DN:EEY+FI9>2YMG+"1OGS@TYZ,T0 M8-S)#9++NS"KQKA/M,"S9[V[KGO$M:F(R[*FA]&OHX?5K:"(V:N>B=RIG(K> MIYN,X*69C^.AF)#DH9B0Y*&8D.2AF)#DH9B0Y*&8D.2AF)#DH9B0Y*&8D.2A MF)#DH9B0Y*&8D.2AF)#DH9B0Y*&8D.2AF)#DH9B0Y-G+"1KDS@TYY\X.8-K* M#)++O"ZKQ;E-M,"T9KVZKGK%M:F'R[&FA]&NHX?5K*"(V:J>B=RGG(K>I9N+ MX**:C>*>F8_CGIF/XYZ9C^.>F8_CGIF/XYZ9C^.>F8_CGIF/XYZ9C^.>F8_C MGIF/XYZ9C^.>F8_CGIF/XYZ9C^.>F8_CGIF/X]C+"1KASPPYY<\.8-G*#)'+ MOBRKQ;E,M;ZT9[VYKGO%M*J'S+"FA]&MHX?5JZ"(V:B>B-NEG8G=HYR*WY^: MB^&;F8[BFYF.XIN9CN*;F8[BFYF.XIN9CN*;F8[BFYF.XIN9CN*;F8[BFYF. MXIN9CN*;F8[BFYF.XIN9CN*;F8[BFYF.XMC+"1K&8FHWAF)J-X9B:C>&8FHWAF)J-X9B:C>&8FHWAF)J-X9B: MC>&8FHWAF)J-X9B:C>&8FHWAF)J-X=?,"1K:T0LXWM$,7];+"Y'+P"FLPKE- MMKRS:+ZWKGO&LZF'S*^FA]&JHX;5IZ&'V*2?A]JAGH?=B-V3G(O>DYR+ MWI.DYR+WI.DYR+WI.DYR+WI. MDYR+WI.DYR+WM7,"1G8T@LWV-,+7M+,"Y/'ORNMOKA0M[FR:K^T MK7S&L*F'S*NFAM"GI(74HZ*%UI^AA=BA]R0G8K=D)V*W9"= MBMV0G8K=D)V*W9"=BMV0G8K=D)V*W9"=BMV0G8K=D)V*W9"=BMV0G8K=D)V* MW9"=BMV0G8K=D)V*W=3-"1G6T@LWUM0+7M#+"I7$OBVNO+A1N+>R:L"SK7S& MKJF'S*FFAM"EI(73H*.$U9VBA-:9H878E:"%V9&?A]J.GHG;CIZ)VXZ>B=N. MGHG;CIZ)VXZ>B=N.GHG;CIZ)VXZ>B=N.GHG;CIZ)VXZ>B=N.GHG;CIZ)VXZ> MB=N.GHG;CIZ)V]/-"AC5TPLVU-0+7\[+"9?!OC"ONK=3N+6R;,"PK7W'K*J& MRZ>GA<^BI831GJ2$TYJCA-66HH36DZ&%UX^@AMB+H(G9BZ")V8N@B=F+H(G9 MBZ")V8N@B=F+H(G9BZ")V8N@B=F+H(G9BZ")V8N@B=F+H(G9BZ")V8N@B=F+ MH(G9BZ")V=+."A?3U`LUT=,*8LO,"9F^O3.QM[=5N;*Q;<&MK7W&JJJ&RZ2H MA,Z?IX30FZ6#TI>D@].3HX34D*.%U8RBAM:)H8C7B:&(UXFAB->)H8C7B:&( MUXFAB->)H8C7B:&(UXFAB->)H8C7B:&(UXFAB->)H8C7B:&(UXFAB->)H8C7 MB:&(U]#/"A;1U`LWSM,*9<;*"YVYO#BRM+98NJVQ;L&JKGW&IZN%R:&IA,R< MJ(/.EZ>#SY.F@]&0I832C:6%TXJDAM.'HXC4AZ.(U(>CB-2'HXC4AZ.(U(>C MB-2'HXC4AZ.(U(>CB-2'HXC4AZ.(U(>CB-2'HXC4AZ.(U(>CB-2'HXC4AZ.( MU,[0"A7.U`HZRM,*:,#(#Z&UNSZTK;5;NZFQ;\&FKWW$HZV$QYVK@\J8JH/+ MDZF#S9"HA,Z-IX3/BJ>%SX>FA]"%IHC1A::(T86FB-&%IHC1A::(T86FB-&% MIHC1A::(T86FB-&%IHC1A::(T86FB-&%IHC1A::(T86FB-&%IHC1A::(TNZ.R<,"AL'W#GZZ$Q9FM@\>4K(3)D*N$ MRHVJAEN4FVH;9@NYZS<+Z=L7W!F["$PY6OA,21KH3&C:V%QXJM MAL>(K(;(AJR'R(2KB*G/%YB>OD>NFK9BNIBU<;R7LWR^E[*$P)*QA<*-L(7#BJ^&Q(BOA\2& MKXC%A*Z)Q8.NBL6!KHO%@:Z+Q8&NB\6!KHO%@:Z+Q8&NB\6!KHO%@:Z+Q8&N MB\6!KHO%@:Z+Q8&NB\6!KHO%@:Z+Q8&NB\6!KHO%@:Z+Q;_4!R6ZUPE.KMH+ M<*#;$X>7S3F:DL-8J)&\;+*1MWJYDK2#O8ZSAK^+LH?`B+&'P(:QB,&$L8G! M@[&*P8*QB\*`L(S"@+",PH"PC,*`L(S"@+",PH"PC,*`L(S"@+",PH"PC,*` ML(S"@+",PH"PC,*`L(S"@+",PH"PC,*`L(S"@+",PO?`$!7XP!8Q^;T@4^JW M*'S,J$2JQJ5=M,*C<+J^HG^_O*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R- MU*^*D-:NB)/8K8:8V:R%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W: MK(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S, MJ$2JQJ5=M,*C<+J^HG^_O*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^* MD-:NB)/8K8:8V:R%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6= MVJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2J MQJ5=M,*C<+J^HG^_O*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:N MB)/8K8:8V:R%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR% MG=JLA9W:K(6=VJR%G=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5= MM,*C<+J^HG^_O*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8 MK8:8V:R%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JL MA9W:K(6=VJR%G=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C M<+J^HG^_O*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8 MV:R%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W: MK(6=VJR%G=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^ MHG^_O*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R% MG=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6= MVJR%G=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^HG^_ MO*"(P[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R%G=JL MA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR% MG=JLA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^HG^_O*"( MP[F;B,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R%G=JLA9W: MK(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JL MA9W:K(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^HG^_O*"(P[F; MB,:WF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R%G=JLA9W:K(6= MVJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W: MK(6=VO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^HG^_O*"(P[F;B,:W MF(C*M96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R%G=JLA9W:K(6=VJR% MG=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6= MVO?`$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^HG^_O*"(P[F;B,:WF(C* MM96)S;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R%G=JLA9W:K(6=VJR%G=JL MA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VO?` M$!7XP!8Q^;T@4^JW*'S,J$2JQJ5=M,*C<+J^HG^_O*"(P[F;B,:WF(C*M96) MS;.2BM"QCXO2L(R-U*^*D-:NB)/8K8:8V:R%G=JLA9W:K(6=VJR%G=JLA9W: MK(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VJR%G=JLA9W:K(6=VO?`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`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`C+&&P8JQA\*(L(?"AK"( MPH6PB<.#L(K#@J^+PX&OC,.!KXS#@:^,PX&OC,.!KXS#@:^,PX&OC,.!KXS# M@:^,PX&OC,.!KXS#@:^,PX&OC,.!KXS#@:^,P\?/"!#%U`DTN-D*6Z+G$G:7 MVB6)D,]%F(['7:.-P6ZKC;UYL8RZ@;2)N(.WAK>%N82VAKJ#M8>[@K6(O(&T MB;V`M(J]?[2+OGZSC+Y^LXR^?K.,OGZSC+Y^LXR^?K.,OGZSC+Y^LXR^?K., MOGZSC+Y^LXR^?K.,OGZSC+Y^LXR^?K.,OL+1!Q:]U@@ZI_$.59OQ&VB1YBUX MB=U`A8755H^#SV>7@LMSG7[(>*%[QGRD><1_IG?#@JAUPH2I=,*%JG/!AZMR MP8BKO-FG>IT*/QYMB ML<2;O-FG>IT*/QYMBL<2; MO-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;O-FG>IT*/QYMBL<2;P-6G>J$&0QYQAL<2<<;;"FWZYOYV&O;V:B<&[EXG$N9.*Q[>/C,JU MC([,M(F0SK.'DM"RA)72L8*9T[&!GM2N@*+4K("CTJR`H]*L@*/2K("CTJR` MH]*L@*/2K("CTJR`H]*L@*/2K("CTJR`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`W]O!DF_KHC1O:T+6KFGX?:H9Z'W)N=B-Z6G(K?D9N0WY&=F=V/FY[9 MCYF?UX^9G]>/F9_7CYF?UX^9G]>/F9_7CYF?UX^9G]>/F9_7CYF?UX^9G]>/ MF9_7CYF?U_R\$`W\O!@F_;HB1?:U+&K3QZ%:L<6E8[7"J6NZOJQUO[JM M?\6SJ8?,K:6&TJ>BAM:BH8;8G9^&VIB>A]N2G8G=CIV-W8R>E-R-H)[9C)Z? MUXR>G]>,GI_7C)Z?UXR>G]>,GI_7C)Z?UXR>G]>,GI_7C)Z?UXR>G]>,GI_7 MC)Z?U_N]$`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`#0SW MP!,D^;\=1/:Z)6K:LBZ5RJ]`K$SXRFA=")IH;1AJ6'TH2EBM*!I8W2@*6/TH"EC]*`I8_2@*6/ MTH"EC]*`I8_2@*6/TH"EC]*`I8_2@*6/TH"EC]*`I8_2@*6/TNS!"PSUPA(D M]L$:1/>](6K:M"F6S;PHJ;N[0[.NM6&\J+%SP:6N?\6AK83'FZR#R9:K@\J1 MJH3+CJF$S(NIA-SX"GC<^`IXW/@*>-SX"G MC<^`IXW/@*>-SX"GC<^`IXW/@*>-SX"GC<^`IXW/@*>-S]_$"0ORQ1`C\\06 M0_3!'&G>PA6/P<`CK*^Y3+:FM&6]HK)UP*"P@,.=KH3%EZV$QI.MA,>/K(3( MC*N%R8FKALJ'JX;*A:J(RH.JB!K8O'@*R+QX"LB\>`K(O'@*R+QX"LB\>`K(O' M@*R+QX"LB\>`K(O'@*R+QX"LB\>`K(O'@*R+Q]7&"`G9S`H@Y<\-0-C5"U^] MU@N(I<0TIIRW6KB9M6N[E[1WO9:S?[Z5LH7`D;&%P8ZQA<&+L(;"B;"'PHBP MA\.&L(C#A:^)PX.OBL2"KXO$@:^+Q(&OB\2!KXO$@:^+Q(&OB\2!KXO$@:^+ MQ(&OB\2!KXO$@:^+Q(&OB\2!KXO$@:^+Q-+("`?3SPH=U=0+/<+9"V.KWA"# MF\XSF93$4Z:1OF>OD+ITM)"W?;F1M82\CK.&OHRRAK^*LH?`B+*(P(:QB,&% ML8G!A+&*P8*QB\&!L8S"@+&,PH"QC,*`L8S"@+&,PH"QC,*`L8S"@+&,PH"Q MC,*`L8S"@+&,PH"QC,*`L8S"@+&,PL[*"`;.T0H*B%P'RK@[]_KH"]@;!_O(.Q?;R$LGR[AK-[NX>T M>KJ(M'FZB;5XN8NU>+F,MGBYC+9XN8RV>+F,MGBYC+9XN8RV>+F,MGBYC+9X MN8RV>+F,MGBYC+9XN8RV>+F,MLG+"`;(T@DBL]\)0J#\%5J3\"AJB^8Y=X3? M28*!V%N+@--ID7S0<99YS7::=LMZG73*?9YRR7^@<HUGUGZ.9M6`CV74@I!DU(218].&D6+3 MB9)ATHN38=*,DV'2C)-ATHR38=*,DV'2C)-ATHR38=*,DV'2C)-ATHR38=*, MDV'2C)-ATHR38=*,D_^Q&`G_L2,>_ZXQ.O^I/EGMHDMYV9I%N,&7B[N_DXR]OH^.P+R,C\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW M?:+*MWRGRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRK1[ MJZG*M'NIRO^Q&`G_L2,>_ZXQ.O^I/EGMHDMYV9I% MN,&7B[N_DXR]OH^.P+R,C\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+* MMWRGRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRO^Q&`G_L2,>_ZXQ.O^I/EGMHDMYV9I%N,&7 MB[N_DXR]OH^.P+R,C\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+*MWRG MRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG* MM'NIRO^Q&`G_L2,>_ZXQ.O^I/EGMHDMYV9I%N,&7B[N_ MDXR]OH^.P+R,C\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+*MWRGRK1[ MJZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NI MRO^Q&`G_L2,>_ZXQ.O^I/EGMHDMYV9I%N,&7B[N_DXR] MOH^.P+R,C\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+*MWRGRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRO^Q M&`G_L2,>_ZXQ.O^I/EGMHDMYV9I%N,&7B[N_DXR]OH^. MP+R,C\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+*MWRGRK1[JZG* MM'NIRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRO^Q&`G_ ML2,>_ZXQ.O^I/EGMHDMYV9I%N,&7B[N_DXR]OH^.P+R, MC\*[B9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+*MWRGRK1[JZG*M'NI MRK1[JZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRO^Q&`G_L2,> M_ZXQ.O^I/EGMHDMYV9I%N,&7B[N_DXR]OH^.P+R,C\*[ MB9+$NH:4Q;F#EL:Y@9G'N(";R+A^GLFW?:+*MWRGRK1[JZG*M'NIRK1[ MJZG*M'NIRK1[JZG*M'NIRK1[JZG*M'NIRO^Q%PG_LB(>_ZXP M.O^I/5GLHTIYV)M;F,>52Q[B$E_Z\O.O^J M/%GLI$EZV)M:F<:6<;+$F'BUPIF!N<";B+R^EXJ_O)2+PKJ0C<6YC(['MXB1 MR;:%E,NU@Y?-M(&:SK1_G\^S?J3/KGVFSJM]J,RK?:C,JWVHS*M]J,RK?:C, MJWVHS*M]J,RK?:C,JWVHS*M]J,RK?:C,JWVHS/^R%@G_LR$>_[`N.O^K.UGL MI$AZUYQ9FL:7;[+$F7:VPIM_N<"_[`M.O^K.EGLI4=Z MUIQ9FL:8;;+$FG2VPIQ]N;^=A;V]G(C!NYB)Q;B4BLBVD(O+M(R.SK.(D=&Q MA973L(.:U+""H-6J@:+3IH&ET*.!I\VC@:?-HX&GS:.!I\VC@:?-HX&GS:.! MI\VC@:?-HX&GS:.!I\VC@:?-HX&GS?^S%0C_M"`>_[$M.O^L.5GKI49[UIQ8 MF\:9:[+$G'*VPIU[N;^?@[Z\GHC"NIJ(QK>6BF@Z+4HH.DT)^#ILV?@Z;-GX.FS9^#ILV?@Z;-GX.FS9^#ILV? M@Z;-GX.FS9^#ILV?@Z;-GX.FS?^T%0C_M!\>_[$L.O^L.5GKID5[U9U8F\>: M:;+$G7"VPI]YNK^@@KZ\GXC"N9R(Q[:8B,NTE(G/L9"+TZ^,CM:MB9/9K(>; MVZ:&GMFBA:'5GH6DT9R%ILZ;9[+$ MGFZVPJ!WNK^A@+Z[H8C#N)Z'R+6:A\VREXC1L).*U:V/C=FKC)/=J(J;WJ*( MGMF>B*'5FX>DT9F'ILZ9AZ;.F8>FSIF'ILZ9AZ;.F8>FSIF'ILZ9AZ;.F8>F MSIF'ILZ9AZ;.F8>FSO^T%`C_M1X=_[(K.O^M.%KKID1[U9U7G,><9;+$GVRU MPJ%UNKZB?K^[HX?$N*"'R;2=A\ZQF8C3KI:)V*N3C-RHD)+AHXZ:WYZ,GMJ: MBZ'5EXJDT9:)ILZ6B:;.EHFFSI:)ILZ6B:;.EHFFSI:)ILZ6B:;.EHFFSI:) MILZ6B:;.EHFFSO^T%`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`?D,G#(:BUNDBTJ[5BO*:R<\"CKW[#H*Z$QIFL@\B4JX3)CZJ$ MRHNJAL7_"FZ^$PY:NA,61K83&C:V%QXJL MALB'K(?)A:N(R8*KBLJ`JXS*?JN/RGRKDLI\JY+*?*N2RGRKDLI\JY+*?*N2 MRGRKDLI\JY+*?*N2RGRKDLI\JY+*?*N2RO&]#`;YOA(:^KX;-_RZ)5KGSA-H MR-D+B:W#,J>AN%:XG;5HNYNS=;Z9LG_`F+&$P9.PA<*/KX7#C*^&Q(FNAL6& MKH?%A*Z(QH.MBL:!K8O&?ZV.QWVMD,=]K9#'?:V0QWVMD,=]K9#'?:V0QWVM MD,=]K9#'?:V0QWVMD,=]K9#'?:V0Q]_`"`7UP@\9]L(6-N[(%5#-W`QFM=H/ MB*+)-J":OE:PE[=JN96U=KR4M'Z^E+.$OY"RA<"-L8;!BK&&P8BQA\*&L(C" MA+")PH.PBL.!L(O#@*^-PWZOC\-^KX_#?J^/PWZOC\-^KX_#?J^/PWZOC\-^ MKX_#?J^/PWZOC\-^KX_#?J^/P]G"!P7DQPL8[\@0--':"T6ZZ0YHIMX8@IC1 M-Y61R%.AC\)EJ8Z^'N(2XA;>%N8.VAKJ"MH>Z@;6( MNX"UB;M^M8J\?;2,O'RTC;U\M(V]?+2-O7RTC;U\M(V]?+2-O7RTC;U\M(V] M?+2-O7RTC;U\M(V]?+2-O=3$!P36RPD5T]0+)[WB#$FI]!1EF>8E>([<.8:( MU$^0AL]@EX3,;9R#R76@?\=XHGW&>Z1ZQ7VF><2`IW?#@:AVPH.I=<*$JG3! MAJMSP8>K<:,N)G6?*C)UGRHR=9\J,G6?*C)UGRHR=9\J,G6?*C)UGRHR=9\J,G6?* MC)UGRHR=9\J,G M=7'D97IMX6M^:M]P@6C>=81FW'B%9=M[AV/:?HABVH&)8=F#BF#9A8I@V(>+ M7MB*C%[6C8U>UHV-7M:-C5[6C8U>UHV-7M:-C5[6C8U>UHV-7M:-C5[6C8U> MUHV-7M:-C<3*!P.QV@05G_\-*)+_'3>)_RY#@O\]3GS]2U=W^%9?;_-=96CP M8FID[6EN8>MO<5_I6#>5CEA7I8Y(AZ5^2+ M>U;CCGQ6XXY\5N..?%;CCGQ6XXY\5N..?%;CCGQ6XXY\5N..?%;CCGQ6XXY\ M5N..?/^J'`7_JB<7_ZP;Q]H<*\>Z3"O'JHP[QY MK<.X>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FO MPO^J'`7_JB<7_ZP;Q]H<*\>Z3"O'JHP[QYK<.X M>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPO^J M'`7_JB<7_ZP;Q]H<*\>Z3"O'JHP[QYK<.X>:_" MN'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPO^J'`7_ MJB<7_ZP;Q]H<*\>Z3"O'JHP[QYK<.X>:_"N'FO MPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPO^J'`7_JB<7 M_ZP;Q]H<*\>Z3"O'JHP[QYK<.X>:_"N'FOPKAY MK\*X>:_"N'FOPKAYK\*X>:_"N'FOPKAYK\*X>:_"N'FOPO^J'`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`G(.[OIR)O[N7B<.YDXO'MXZ-R[2)D,ZRA);1L8&=TZR`HM.G M@*70I("GS:"!J@:O&GH&KQIZ!J\:>@:O&GH&KQIZ!J\:>@:O&GH&KQIZ! MJ\:>@:O&GH&KQO^M&`7_K2(6_ZLQ+_^G/TOXH4QGYYY3@=F=69?*FV6LQ9QO MM,.=>+C`GH&\O9Z(P+N:B,2XE8G)M9"+S;*+C]&PAI75KH2>UZ>"H=2C@J31 MGX*GS9R#J:@ZO'FH.KQYJ#J\>:@ZO'FH.KQYJ#J\>: M@ZO'FH.KQ_^M%P7_KB(6_ZLP+_^G/DOXH4MHYY]1@=F?5I?*G&*LQ9ULM,.? M=;C`H'Z\O:"'P;J=B,:WF(C+LY.)S[".C=2MB939J(:=VJ*%H=6>A:31FX6F MSIF%J%J\>7A:O'EX6KQY>%J\>7A:O'EX6KQY>%J\>7A:O' MEX6KQ_^N%P3_KB(6_ZPP+_^G/DOXHDMHZ*%/@=F@4Y?*GE^LQI]IM,.AUG(?-LI>(TJZ3B]BJCI/?HHN4B*O'E(BKQY2(J\>4B*O'E(BKQY2(J\>4B*O'E(BK MQ_^N%P3_KB$6_ZPO+_^H/4OXHDIHZ*)-@-FB4)?+H%RLQJ%EL\.D;K?`I7B\ MO*6"PKBDA\BTH(?.L)V(U:N9BMVEEY/FFY&;W9:/H->4C:/3DHRFSY&+J,N0 MBJO(D(JKR)"*J\B0BJO(D(JKR)"*J\B0BJO(D(JKR)"*J\B0BJO(D(JKR/^N M%@3_KR$6_ZTO+_^H/$OWHDEHZ*1*@-FD39;+HEBKQJ1AL\2G:K?`J72\O*E^ MPKBHA\BSIH?/K**'UZ2=B=V:FHWAE9J;WI&5G]B/DZ+3CI"ET(Z/J,R-CJK) MC8ZJR8V.JLF-CJK)C8ZJR8V.JLF-CJK)C8ZJR8V.JLF-CJK)C8ZJR?^O%@3_ MKR$6_ZTN+_^I/$OWHTEIZ*9(?]JG2)7,I5.JQZABA-:.H(?9B)^/VH>AFMB'H*'4AYNDT8>8ILZ'E:G*AY6IRH>5 MJ5J5J[L+!XPZNLA,FDJ83- MG*:#T).DA-.+HX;5A:*,UH*BE-:#I)W4@Z*DT8.>ILZ$FJC+A)JHRX2:J,N$ MFJC+A)JHRX2:J,N$FJC+A)JHRX2:J,N$FJC+A)JHR_^P%`3_L1\5_Z\L+O^K M.4OXJ4!GZZ\[>]ZV,X_2NC2AS,(YJKNZ5;6PM&J]JK!YPZ>MA,>?JH3+F*B# MS9"GA-")I8;2A*2*TX"DD--_I9?2?Z:@T'^EILZ`H*C+@*"HRX"@J,N`H*C+ M@*"HRX"@J,N`H*C+@*"HRX"@J,N`H*C+@*"HR_^Q$P3_LAX5_[`K+O^L-TSZ MK#ME[;4T>.*_*8G8S""8OK\]KK"X6;BILVR^I;!ZPJ*NA,6;K(/(E*J$RHZI MA,R(J(;.@Z>)SX"GC<]^IY//?*B:SGRIHLU\IZC+?*>HRWRGJ,M\IZC+?*>H MRWRGJ,M\IZC+?*>HRWRGJ,M\IZC+?*>HR_^R$@3_LQT5_[$I+O^M-DS\L35B M\;TJ:NDRGFKI,IYJZ3*>:NDRGFK MI,IYJZ3*>:NDRGFKI,IYJZ3*>:NDRO^S$03_M!L4_[,F+O^O,TS]N2M=Z\H? M:=+?$7^YS">:V>QWFMGL=YK9['>:V>QWFMGL=Y MK9['>:V>QWFMGL=YK9['>:V>Q_^U$`/_MAD4_[4D+?^T+$GRQ1]4UMT28L'? M$X&LS2Z:G\!/JYJX9;>7M7*[EK1\O96R@[^1L87!C;&&PHFPA\.&KXC#@Z^) MQ(&OB\1_KHW%?:Z0Q7NNE,5ZKYG$>J^9Q'JOF<1ZKYG$>J^9Q'JOF<1ZKYG$ M>J^9Q'JOF<1ZKYG$>J^9Q/^W#@/_N!83_[<@+?F_'T'[&5P7NQE<%[L97!>[&5P7NQE<%[L97!>[&5 MP7NQE<%[L97!>[&5P?2Z"P/]NQ(2_KL;+.70#S+(Z0]*M/(59Z+B(GV6UC>- MC\Y/F(S(8:"*Q&ZFBL%XJH>_?:V$OH"P@;R"L7^[A+-]NX6T>[J'M7JYB;5Y MN8NV=[F-MG:XC[=TN).W=+B3MW2XD[=TN).W=+B3MW2XD[=TN).W=+B3MW2X MD[=TN).W=+B3M]R^!@+XP`X1[L@.(LO;"RZV^!%,I?4=8Y?H+'6-WSV!A]A0 MBX/38)*"SVR7?\USFWS+=YUYR7J@=\A]H77'?Z-SQH*DWS? M8(%XW&B%=-IMB7#8<8MNUG6-;-5XCVK4>Y!ITWZ19].`DF;2@Y-ETH649-&' ME&/0BI5BT(Z68M".EF+0CI9BT(Z68M".EF+0CI9BT(Z68M".EF+0CI9BT(Z6 M8M".EM'"!@'-RPD%NMH'&:C^#C&9_QU#CO\O487Z/UQ^]$UD>?!8:G/L7V]M MZF-S:>=I=F?E;GEEY')[8^-V?6+B>7Y@X7Q_7^!^@%[?@8%=WX."7-Z&@UO= MB81:W8V%6MV-A5K=C85:W8V%6MV-A5K=C85:W8V%6MV-A5K=C85:W8V%6MV- MA<&&IK_$RN._R0YA?\V1'[_1$UY_U%5&]9['MP6.M^<5?J@7)6ZH1R5>F'_F%66OQF M65C[:UM5^7!=5/AT7E+W>%]1]WM@4/9^84_U@6)/]81C3O2'9$WTBV5,\Y!F M3/.09DSSD&9,\Y!F3/.09DSSD&9,\Y!F3/.09DSSD&9,\Y!F3/.09O^@&`/_ MHBP0_Z`[)?^<23S_EU=3^))D9^R0;'GBCW6)V8Y^E]&-AZ+,C(VJQXJ1L<2( ME+;#A9:XPH.9N<*!F[G!?YZZP7VAN\%[I+O`>J>[P'FJO,!XKKS`=[2[O'BT MN[QXM+N\>+2[O'BTN[QXM+N\>+2[O'BTN[QXM+N\>+2[O'BTN_^@&`/_HBP0 M_Z`[)?^<23S_EU=3^))D9^R0;'GBCW6)V8Y^E]&-AZ+,C(VJQXJ1L<2(E+;# MA9:XPH.9N<*!F[G!?YZZP7VAN\%[I+O`>J>[P'FJO,!XKKS`=[2[O'BTN[QX MM+N\>+2[O'BTN[QXM+N\>+2[O'BTN[QXM+N\>+2[O'BTN_^@&`/_HBP0_Z`[ M)?^<23S_EU=3^))D9^R0;'GBCW6)V8Y^E]&-AZ+,C(VJQXJ1L<2(E+;#A9:X MPH.9N<*!F[G!?YZZP7VAN\%[I+O`>J>[P'FJO,!XKKS`=[2[O'BTN[QXM+N\ M>+2[O'BTN[QXM+N\>+2[O'BTN[QXM+N\>+2[O'BTN_^@&`/_HBP0_Z`[)?^< M23S_EU=3^))D9^R0;'GBCW6)V8Y^E]&-AZ+,C(VJQXJ1L<2(E+;#A9:XPH.9 MN<*!F[G!?YZZP7VAN\%[I+O`>J>[P'FJO,!XKKS`=[2[O'BTN[QXM+N\>+2[ MO'BTN[QXM+N\>+2[O'BTN[QXM+N\>+2[O'BTN_^@&`/_HBP0_Z`[)?^<23S_ MEU=3^))D9^R0;'GBCW6)V8Y^E]&-AZ+,C(VJQXJ1L<2(E+;#A9:XPH.9N<*! MF[G!?YZZP7VAN\%[I+O`>J>[P'FJO,!XKKS`=[2[O'BTN[QXM+N\>+2[O'BT MN[QXM+N\>+2[O'BTN[QXM+N\>+2[O'BTN_^A&`/_HRL0_Z`Z)?^<2#S_EU93 M^)-C:.R2:7KAD7.*V(]\F-".A*3*CHRMQHV0M,2*D[?#AI6XPH28N<&!F[K! M?YV[P'V@O,![I+S`>J>]P'FLO+.\N'BSO+AXL[RX>+.\N'BSO+AX ML[RX>+.\N'BSO+AXL[RX>+.\N'BSO/^A&`/_HRH0_Z$Y)?^=2#W_F%54]Y1A M:>N49GO@DF^,UI%XFLZ0@J;(CXFPQ(^/ML.+D;?"B)2YP827NL""FKS`?YV] MOWV@OK][I+Z^>JB_OGBMO[UXL;ZX>+*^M'FSO;1YL[VT>;.]M'FSO;1YL[VT M>;.]M'FSO;1YL[VT>;.]M'FSO?^B&`/_I"D0_Z$X)?^=1SW_F554]Y9>:>N5 M8WO@E&R-U9)UG,V1?ZC'D8>RQ)&.ML.-D+C!B9.ZP(:6O+^"F;V_?YR^OGV@ MO[U[I<"]>:K`O7BPP+AYL,"T>;&_KWJRO:]ZLKVO>K*]KWJRO:]ZLKVO>K*] MKWJRO:]ZLKVO>K*]KWJRO?^C&`/_I"D0_Z(X)?^>1CW_F515]Y=<:>N78'S? MEFF-U9-RG5O;Z#F+^]@)S`O7V@P;Q[ MI<*\>:O"N7FOPK1YK\&P>K#`K'NROJQ[LKZL>[*^K'NROJQ[LKZL>[*^K'NR MOJQ[LKZL>[*^K'NROO^C&`+_I2@0_Z(W)?^?1CW_FE-5]YE::>N97GS?EV6. MU)5OG:O%DX*TQ)2*M\*1CKG`C)"\OXB3OKV$E\"\@)O"NWV@P[M[IL2Z M>JW%M'JNQ*]ZK\*L>[#`J'RQOZA\L;^H?+&_J'RQOZA\L;^H?+&_J'RQOZA\ ML;^H?+&_J'RQO_^D&`+_I2@0_Z,V)?^?13W_FE-5]YI7:>N;6WS?F6*.U)=K MGLN5=JS%E("TPY6(M\&3C;K`CH^]OHF2P+R%E<*[@9K$N7V@QKE[J,>T>JO' MKWNMQ:M[KL.G?*_!I'VQOZ1]L;^D?;&_I'VQOZ1]L;^D?;&_I'VQOZ1]L;^D M?;&_I'VQO_^D&`+_IB<0_Z,V)?^@1#W_FU)6]YQ5:>N<6'S?FUZ.U)EGGLJ7 M%M\&6B[N_D8V^O8N0P;N&E,2Y@9G'MWZ@R;9\JZK(JGRL MQJ9]K<2C?J_!H'ZQOZ!^L;^@?K&_H'ZQOZ!^L;^@?K&_H'ZQOZ!^L;^@?K&_ MH'ZQO_^E&`+_IB8/_Z0U)?^@1#W_G%%6]YY3:>N>57O?GEJ-U)MDGLJ9;ZS% MF'FTPYF"N,&9BKN^E(R_O(Z.P[F(DL>W@IC+M7ZAS:]\I\VI?:G*I7ZKQZ)_ MK<2??Z_"G8"QOYV`L;^=@+&_G8"QOYV`L;^=@+&_G8"QOYV`L;^=@+&_G8"Q MO_^F&`+_IR8/_Z0U)?^@0S[_G5!5]Y]1:.N@4WO@H%>-U)Y?GLJ;:ZS%FW6T MPYM^N,";A[R]EXK`NI&,Q;>*D,JTA)?/LH"CTJA_I<^C@*C+H("KQYV!K<6; M@:_"F8*QOYF"L;^9@K&_F8*QOYF"L;^9@K&_F8*QOYF"L;^9@K&_F8*QO_^F M&`+_IR4/_Z4T)?^A0S[_GDY5^*%.:.RB4'K@HU*,U:%;G9JS&G7&TPYYZ MN,">A+R\FXC"N96*Q[6-C?V)J&I-&7AJ?,E8:JR)2'K,63AZ[#DH>P MP)*'L,"2A[#`DH>PP)*'L,"2A[#`DH>PP)*'L,"2A[#`DH>PP/^G&`+_J"0/ M_Z8S)?^B0C[_H$I4^:1*9NVG2GCBJ4N*UJA1FLVF6ZG'I66RQ*=PML"G>KR\ MIH/#MJ*'RZ^=B-:EEY7FEX^>VI.-H]*1BZ?-D(NJR9"*K,:/BJ[#CXFPP8^) ML,&/B;#!CXFPP8^)L,&/B;#!CXFPP8^)L,&/B;#!CXFPP?^G&`+_J"0/_Z8S M)?^B03[_HDA4^:9'9NZJ1W?CK4>(V:U+F,^L5*;(K%ZOQJ]HL\*Q<[F^LGW` MLJJ'RZ6BAM64G(O>CYJ=VHV5HM.,DJ;.BY"IRHN.J\>+C:W$C(ROP8R,K\&, MC*_!C(ROP8R,K\&,C*_!C(ROP8R,K\&,C*_!C(ROP?^H&`+_J20/_Z>HM.'F*7/AY6HRX>3JLB(D:W%B)"OPHB0K\*(D*_" MB)"OPHB0K\*(D*_"B)"OPHB0K\*(D*_"B)"OPO^H&`+_J2,/_ZL7_!F*^$Q(^LA,B'JH?* M@*F,S'RID\QZJIS+>:NFRGJGJLA\HJO'?9ZMQ'V>K<1]GJW$?9ZMQ'V>K<1] MGJW$?9ZMQ'V>K<1]GJW$?9ZMQ/^J%@+_JR$._ZDN)?^G/#[_L#9,_+HP6>_( M+&+>V2=MR]PFAK;,/)NHP52KG[EFMINU=+R9LG^_E;"$PHVOA<2&K8?&@:R+ MR'VLD,A[K)C(>:V?QW>MI\=WJJS&>:6MQ'FEK<1YI:W$>:6MQ'FEK<1YI:W$ M>:6MQ'FEK<1YI:W$>:6MQ/^K%0+_K"`._ZLM)/^K-CO_MB](\\0H4>#6)E;, MY")QN]HHB*K,09N?PU>IF;QILI:W=KF4M("]D;*%P(NQAL&&L(C#@:^+Q'ZN MC\5[KI3%>J^:Q'BOH,1UKZ?$=*VNPW2MKL-TK:[#=*VNPW2MKL-TK:[#=*VN MPW2MKL-TK:[#=*VNP_^L%`+_K1\._ZPK)/^P+S?ZOR5!Y-$@1<[D'5N]Z2)T MK=HLB9_.19F7QEJDD\!JK9&[=K.0N'^WC;:$NXFTAKV%LHB_@K&+P7^QCL%\ ML9+">K&6P7FQF\%XLJ'`=+&GP72QI\%TL:?!=+&GP72QI\%TL:?!=+&GP72Q MI\%TL:?!=+&GP?^N$@'_KQT-_ZXH)/^X)#'JRQHUT.(70[_P'5ZOZ"5UH-LQ MAY;12)20RER>C<5JI8O!=JJ)OGVOA;R`LH*Z@[1^N8:V?+B)MWFWC+AWMX^Y M=K:3NG6VE[ITMIVZ<[>DN7.WI+ESMZ2Y<[>DN7.WI+ESMZ2Y<[>DN7.WI+ES MMZ2Y<[>DN?^P$`'_L1H-_[$E(_/$%R?4WQ`KP>\72+#W(&"AZBMSE=\Y@HW7 M3(V(T5V5ALQJFX3)=*"`QGFD?<1]IGK"@*EWP8.J=<"&K'._BJUQOXVN;[Z0 MKVZ^E*]LOIFO:[Z@KVN^H*]KOJ"O:[Z@KVN^H*]KOJ"O:[Z@KVN^H*]KOJ"O M:[Z@K_^S#@'_M!8,_+P7&M;6"Q;#[1`PLOP92J+Y)5Z6[3-NC.5!>H7>3X.! MV5Z*?]5JCWK2<)-VSW67<\YYF7',?9MORX"=;< MH_2V"@'_N!(+UHMFUWV-9-:!CF/5A(]AU(B08-.+D5_3CY)> MTI227-*9DUS2F9-&#E=WE?Y'I[7>-^?%SB@7U;XH5^6N&(?UG@BX!7X)"` M5M^5@5;?E8%6WY6!5M^5@5;?E8%6WY6!5M^5@5;?E8%6WY6!5M^5@=2]!0#$ MR`<`M-D%"J/^#1R6_QHLB_\K.H/_.D1\_TA-=?]24V[]5UAG^EU<8_=B7V#V M9V)=]&MD6_-O95GR_UE,6_]?3UC_9%)5 M_VE44_]M55+^<5=0_7183_QX64[[>UI-^W];3/J#7$OYAEU)^8M>2/B07TCX MD%](^)!?2/B07TCXD%](^)!?2/B07TCXD%](^)!?2/B07[7'`@"DV@`!EO\& M!XK_%!&!_R0:>?\S(G#_.RIH_T(Q8?]*-ES_43M7_U<_4_]=0E#_8D1._V=& M3/]L2$K_<$E)_W1*2/]W2T;_>TQ%_W]-1/^#3D/_ATY"_XM/0?^14$'_D5!! M_Y%00?^14$'_D5!!_Y%00?^14$'_D5!!_Y%00?^14/^1$@'_E2<+_Y4['/^3 M2R__CUE#_XQD5/N,:V/RBG)QZHA\?>.&A(?>@HJ/VG^/EM9]E)O3>IB?T7B< MHM!WGZ3.=:*F_^)]$$E#0U]04D]&24Q%``D2S72FJ,URJ:G,<:VJS'"RJ\MP MMJO+;[RKR'#`J\1QP*K$<<"JQ''`JL1QP*K$<<"JQ''`JL1QP*K$<<"JQ''` MJO^1$@'_E2<+_Y4['/^32R__CUE#_XQD5/N,:V/RBG)QZHA\?>.&A(?>@HJ/ MVG^/EM9]E)O3>IB?T7B.&A(?>@HJ/VG^/ MEM9]E)O3>IB?T7B.&A(?>@HJ/VG^/EM9] ME)O3>IB?T7BBSWN;ILUYGJC,=Z*JRW:EK,ITJ:W)4U86-G-*"D:'/?Y:F MS'V9J:&NR'>EL,=VJ;'&=:VRQG2RL\9SN;/"=;JSO'6ZL[AVNK.X M=KJSN':ZL[AVNK.X=KJSN':ZL[AVNK.X=KJSN':ZL_^4$0'_F"<*_YD['/^6 M2S#_DEE$_Y)>5?J29&7PD6ITYX]S@>".?8S9BX66U(B+GM"%D*3-@I2IRG^8 MKZ"RQGFDM,5XJ+7$=JZVQ'6TML%VM[:\=[>VMW>WMK-XM[:S>+>V MLWBWMK-XM[:S>+>VLWBWMK-XM[:S>+>VLWBWMO^5$0'_F2<*_YD['/^72C#_ MDUA$_Y1<5?J4867PDV=TYY%P@M^/>H[8C8.8THN*H,Z'CZ?+A).LR(&7L,9_ MF[/$?9^UPWNDM\)YJ;G"=Z^YPG:UN;QXMKBX>+:XLWBVM[!YM[>P>;>WL'FW MM[!YM[>P>;>WL'FWM[!YM[>P>;>WL'FWM_^6$0'_FB<*_YH['/^72C'_E%5$ M_Y995?J67F7PE61TYY-L@MZ1=H[8CW^9T8V(HLV*CJG)AY*NQH26L\2!FK;" M?I^YPGNDNL%YJKK!=[&ZO7BUNK=XM;FS>;6YKWFVN*QZMK>L>K:WK'JVMZQZ MMK>L>K:WK'JVMZQZMK>L>K:WK'JVM_^7$0'_FR8*_YL['/^823'_EE-$_YA7 M5?J86V7PEV%TYY9H@MZ3;6ZJWJUN:A[MKBH>[:XJ'NVN*A[MKBH M>[:XJ'NVN*A[MKBH>[:XJ'NVN/^7$0'_FR8*_YPZ'/^823'_F%%$_YI45/J; M6&3PFEUTYYAC@MZ6;8_6DW>:T)&`I,J/B:S&C8^SPXF4M\*$F+K`?YZ\OWNE MOK]YKKZY>+*^LGFRO:UZL[RI>[2ZIGNUN:1\MKBD?+:XI'RVN*1\MKBD?+:X MI'RVN*1\MKBD?+:XI'RVN/^8$0'_G"8*_YPY'/^92#'_F4]$_YQ25/N=56/Q MG5ISYYM?@=Z9:8_6EG*:SY-\IK#`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`'_ MH28*_Z`V'/^>0C'_I4`^_ZM`3/^Q0%GZMT%D\[U$;^[%27?ESE)\W=9B?\S. M:)*\Q6ZDJ[MVM)JQ?\&*JHK+?Z>=SX"?J,R"F:O'@Y6MQ(23K\&%D;&_AH^S MO8>.M+N'CK2[AXZTNX>.M+N'CK2[AXZTNX>.M+N'CK2[AXZTN_^=$`'_HB8* M_Z`U'/^@/S#_IST]_ZX\2O^U/%7ZO3U@\,9"9^;12FS>WDYVS=I7A[[08I:N MQ6ZEH;QYLI6T@[V&K8C&>ZJ4RGBKJ,E[HJO'?IRMQ("9K\*!EK#`@I2ROH.2 ML[R#DK.\@Y*SO(.2L[R#DK.\@Y*SO(.2L[R#DK.\@Y*SO/^>$`'_HB8*_Z$T M'/^B/"[_JCH[_[(X1_R[-U'RQ3I8YM%!7-O>0FG-XD9\OM=1C*[,7YNAPVVH MF+QYLI&UA+N%L8G"?*Z1Q7BNG\5UK:S%>*6NQ'J@K\)\G+#`?IFQOG^6LKU_ MEK*]?Y:RO7^6LKU_EK*]?Y:RO7^6LKU_EK*]?Y:RO?^>$`'_HR4)_Z(T'/^E M.2W_KC4X_[@S0O3#,TKGT#A.V=XY6LOF/6Z^X$*`KM10D*'+7YV8PVVHD;UY ML8NX@[B#M(B]?;&0P7FQFL%UL:7!9^QOWNYRRO7NYRRO7NYRRO?^@$`'_I"0)_Z,R'/^H-"O_ MLR\T^;\M/.G-+T#9WB]*RNX>K:-NW>UE;QUM9^\ROG:CLKUVH[*]=J.R MO7:CLKUVH[*]=J.RO7:CLKUVH[*]=J.RO?^A$`'_I2,)_Z0Q'/^M+B?_N2DO M[L@F,]K<)C?*YRQ/O?(R8Z_H.76AW4*$EM13D(_-8IJ*QW"BAL-ZJ("_@*U[ MO86Q=KN+M'.YDK5QN9JV<+FCM6VYJ[9JN+2X:[*VN&ZLMKANK+:X;JRVN&ZL MMKANK+:X;JRVN&ZLMKANK+:X;JRVN/^C$`'_IR()_Z4O&_^S)R+TPB$FW=@= M),OG(SR]\BI3K_,R9J'G.W:5WD:#C=96C8?09):$RW&S)#@_.XPX5OO(8+:_^(D.A M_RU5EO0Y9(SL16^$Y5%Y?N!<@'G<9X9TV6Z*<-9TCFS3>9%ITG^39]"$E63/ MBI=BSH^88,V5F5_-G)I>S:*;7(1CW'V&8=N"B%_:AXE= MV8R+6]B2C%G7F(U8UIZ-5]:ECE;5K(Y6U:R.5M6LCE;5K(Y6U:R.5M6LCE;5 MK(Y6U:R.5M6LCO^O#0#_MPX#SIP%GEA'E8Y(E[ M5N..?%7BDWU4XIA^4N&>?E'AI7]1X:5_4>&E?U'AI7]1X:5_4>&E?U'AI7]1 MX:5_4>&E?_&T"`#.P`8`OO])2W/_ M4E%L_E=79?M=6V'Y8UY>]VA@6_5M8ECTU9+_7]72?V$6$C\ MB%E'^XU:1ON36T7ZF%Q%^IA<1?J87$7ZF%Q%^IA<1?J87$7ZF%Q%^IA<1?J8 M7+V]`P"MS0$`GM\``9+_#0B'_QD2?O\I&W7_-2-L_SPJ9/]#+U[_2C18_U`W M5/]6.E'_6SQ._V`^2_]D0$K_:$%(_VQ"1O]P0T7_=$1$_WA%0O]]1D'_@4=` M_X9(/_^,23W_D4H]_Y%*/?^12CW_D4H]_Y%*/?^12CW_D4H]_Y%*/?^12J[% M``">UP``C_4``8;_#P1\_QL+0O^!9E#_?VY<^7QW9O-Z@&_N=XAWZG6/?>=R ME8+D<)J%XVZ>B.%LHHO@:Z>-WVFKCMYHKY#=9[21W6:ZD=QEP9+<90O^!9E#_?VY<^7QW9O-Z@&_N=XAWZG6/?>=RE8+D M<)J%XVZ>B.%LHHO@:Z>-WVFKCMYHKY#=9[21W6:ZD=QEP9+<90O^!9E#_?VY<^7QW9O-Z@&_N=XAWZG6/?>=RE8+D<)J% MXVZ>B.%LHHO@:Z>-WVFKCMYHKY#=9[21W6:ZD=QEP9+<9H9YZ'>-?^5UDX7B[E=IFPY;:9LR6TVC/ELQISY7(:L^6 MR&K/ELAJSY;(:L^6R&K/ELAJSY;(:L^6R&K/EO^%$@'_AR(&_X]X-R:?&`?'/K?85[YWJ,@N-WDH?@=)>,WG*]H=Q:O"$>G3J@(-]Y7V*A.)ZD(K>=I:/W'2;DMIQH)78 M;Z68UFVKFM5KL)O5:K>]HMO:N^'>'7IA(%^Y("(AN!\CXS=>921VG::E=ASGYG5<*6; MU&ZJGM-ML9_2:[B@TFO"HAP&['H;MOQZ&X<,>AN'#'H;APQZ&X M<,>AN'#'H;APQZ&X<,>AN'#'H?^($0'_BB$&_XLU%/^)1B7_C5$U_Y)80_^2 M7E'^D&5>]HYL:^^+=7;HAWZ`XX2&B-Y_C8_;>Y.4V'B9F=5UGIS3]I%H:^Z.<';HBWN`XH>#B=V#BI'9?I&7U7J7G--WG:#0=*2CSW&JILYO MLZ?-;KVHQW#"J+YQP:FXM=,*GK73" MIZUTPJ>M=,*GK73"I_^*$0'_C"$&_XTT%/^+1B;_DTXT_Y930O^76%#^EEY> M]I1D:NZ2;';GCW:!X8R`BMR'B)+8@H^9TWV5G]!YG*/.=:.GS'*KJLMPM*O( M<+^LOW.^K+=TOJVR=;ZLKG:_K*IVOZNH=\"JJ'?`JJAWP*JH=\"JJ'?`JJAW MP*JH=\"JJ'?`JO^+$0'_C2`&_XXT%/^-12;_EDTS_YE00?^:54__FEI=]YA@ M:>^5:'7HDG"`X8][BMR+A)/6AHR:TH"3H;ZMHWF^K:-YOJVC>;ZMHWF^K:-YOJVC M>;ZMHWF^K?^+$`'_CB`&_X\T%/^/1"7_F$HS_YM-0/^=44[_G5=;^)Q<:/": M8W3HEVI_XI-UBMR/@)/6BHF;T820H\U^F*G)>:*NQW6ML<1TNK.W=KFSKWBY MLZIYNK.F>KJRHWN[L:![O+"??+VNGWR]KI]\O:Z??+VNGWR]KI]\O:Z??+VN MGWR]KO^,$`'_CR`&_Y`T%/^20R7_FD@R_YU*/_^?3DW_H%-:^:!89O&?7W+J MG&5]XYAOB-R3>I+6CX2;T(B-H\N!EJO'>Z&QQ7:PM;IWM[:O>;>VJ'JXMJ-\ MN+2@?+FSGGVZLIQ^N[&;?KRPFWZ\L)M^O+";?KRPFWZ\L)M^O+";?KRPFWZ\ ML/^-$`'_CR`&_Y$T%/^40R3_FT8Q_Z!(/O^B2TO_I%!8^J159/.D6G#KHF%[ MY)]IA=Z:[:XH7VWMIU^N+6; M?[FTF7^ZLYB`NK*7@+NQEX"[L9>`N[&7@+NQEX"[L9>`N[&7@+NQEX"[L?^- M$`'_D"`&_Y$T%/^70B3_G4,P_Z)%/?^E2$G_J$Q5_*E18?6J5VSNJ5UWYZAC M@>&D;8O6GGF6RY6#HL"+CJVV@YJVKGZJNZ1\L[R>?K6ZFH"WMYB!N+66@;FT ME8*ZLY2"NK*3@KNQDX*[L9."N[&3@KNQDX*[L9."N[&3@KNQDX*[L?^.$`'_ MD2`&_Y(T%/^902/_GT$O_Z1"._^H14?_K$E3_JY.7O6P4VCLLEIRY+-A>]NO M;H3,IG:4P)Q^HK22B*ZIBI2WH(6DO9F"L;Z5@[2[DX2VN)*$N+:1A+FTD(2Y MLY"$NK*0A+JRD(2ZLI"$NK*0A+JRD(2ZLI"$NK*0A+JRD(2ZLO^/#P'_DB`& M_Y,T%/^:/R+_H3\N_Z=`.O^L0D7_L$90^;-+6O"W4F/HNUEKW[UDDI"WE(V?OHZ+L;^,B;.\C(FUN8R(M[:,B+BUC(>YM(R' MNK.,A[JRC(>ZLHR'NK*,A[JRC(>ZLHR'NK*,A[JRC(>ZLO^/#P'_DA\&_Y0T M%/^R_45SDQEIAV,5B;\F\:8&[LG"2 MK:IWH*"A@*V3FXNWB9:;O8.5K[^$D;.\AHZUN8>-MK>'C+>VB(NXM8F*N;2) MBKJRB8JZLHF*NK*)BKJRB8JZLHF*NK*)BKJRB8JZLO^0#P'_DQ\&_Y4T%?^> M.R#_I3DK_ZPZ-?^S/3_[ND)'\<%(3NC)45+?T5M9S\I@;<'"9X"RN6V0I+%T MGY>J?:N*I(BU?Z"7NWB?K+Y\FK.\?Y6TNH&2MKB#D+>WA(^XM82-N;.%C;JR MA8VZLH6-NK*%C;JRA8VZLH6-NK*%C;JRA8VZLO^1#@'_E!\&_Y8S%?^@.!__ MJ#8I_[`X,O^X.COVP#]![,I'1>/65$76V5=8Q]!>:[C(9'ZJP6N.G+IRG(ZT M>JB`KH6R=JN4N&^KJ;IRI;6Z=YVUN7J9MK=]EK>V?I.YM'^1NK*`D+NQ@)"[ ML8"0N[&`D+NQ@)"[L8"0N[&`D+NQ@)"[L?^2#@'_E1\&_YWMG.AN+5VG+FT>)FZLWJ6N[%[E;RP>Y6\L'N5 MO+![E;RP>Y6\L'N5O+![E;RP>Y6\L/^3#@'_EA\%_YDS%/^E,!S_KS`C_;HO M*?#&,BWCU#LLUN!`.LOE2$S`X4Y^H:]EOK:O9K2[L6NKN[%NI;NQ<:"\L'.=O:]TFKVN=)J]KG2:O:YT MFKVN=)J]KG2:O:YTFKVN=)J]KO^4#@'_F!X%_YTQ$O^I+1G_M"H>]<(I(N31 M+2'5X#,LR>@\/[[H0U&QY4EAI.)/<)??5GV*VF"(@--KDGC-=YIPR(*A:L6. MI6;#FZAEPZRG8<*]JF.XOZMFL+^L::J_K&REOZMMHL"J;:+`JFVBP*IMHL"J M;:+`JFVBP*IMHL"J;:+`JO^5#0#_FAX%_Z(L$/^M*!7[NR,8Z,T@%]7?)1W( MZ#`QO.\Y1+#L0%6CZD9DE^A-<8OC57V!W&&&>=5LCG+1=Y5LS8&:9\J+GF3( MEJ!AR*.A8,BSH5W'PZ-?OL2E8;;#I62PPZ5EK,.E9:S#I66LPZ5EK,.E9:S# MI66LPZ5EK,.E9:S#I?^7#0#_G!X%_Z8F#?^T(`_OQA MSIV97,VIFEO.N9E9SN,F>7KC)GEZXR9Y>N,F>7KC)GEZX MR9Y>N,F>7KC)GO^:#`#_GQT%_ZP?"/B^$PC8U@L$R.@5$[KT(B>N^BTYHOHV M2I;Z/UB+]4AC@NY2;7KH7'5RY&1[;>!M@&C==85DVGZ(8-B&BUW6CXU:U9B/ M6-2BD%?4KI%6U+R05M3-D%;-T9)7R-&35\C1DU?(T9-7R-&35\C1DU?(T9-7 MR-&35\C1D_^<"P#_HQT$_[42`]3)"@+(V@L&N?06%ZS_(RJA_RX[E?\X28O_ M0E6"^$Q?>O)69W/N7FUKZF1R9N=L=V+D='I?XGQ]7.&#?UK?BX)7WI.#5=V< MA53:6=U#F MGGA.Y:=Y3>6O>DWDNWI,Y,5Z3.3%>DSDQ7I,Y,5Z3.3%>DSDQ7I,Y,5Z3.3% M>O^D!P#8N`0`Q,0&`+?3!P&J\PT+GO\:&I/_)RB)_S,U@/\_/WG_2D=P_U%. M:?]74V+]75=>^V1;6OEJ7E?W<&!4]G9B4O1\9%#S@V5.\HIG3/&1:$OPF&E* M\)]J2>^G:TCOL&Q'[K=L1^ZW;$?NMVQ'[K=L1^ZW;$?NMVQ'[K=L1^ZW;-VO M``#%O`0`M/\>#&[_)A)E_R\97?\W'E?_/R)2_T8F3?],*$K_4BM& M_U@M1/]=+D+_82]`_V8Q/O]K,CS_<#,Z_W4T.?]Z-3?_@#8V_X8W-?^,.#/_ ME#@S_Y@Y,_^8.3/_F#DS_Y@Y,_^8.3/_F#DS_Y@Y,_^8.:?#``"7U```B.0` M`(#_"@%R_PX"9_\3!5__'0E7_R8-4?\O$4S_-Q5'_SX70_]%&4#_2QL]_U`= M._]5'CG_61\W_UXA-?]B(C3_9R,R_VPD,?]R)2__=R8N_WTG+?^$*"O_BRDK M_Y$I*_^1*2O_D2DK_Y$I*_^1*2O_D2DK_Y$I*_^1*?]V%0+_M7?M7KMX[%W#>>Q>M]>X7G88.-Y MU6#C>=5@XWG58.-YU6#C>=5@XWG58.-YU6#C>?]V%0+_M7?M7KMX[%W#>>Q>M]>X7G88.-YU6#C M>=5@XWG58.-YU6#C>=5@XWG58.-YU6#C>?]V%0+_>M@M7OK7[Q\ZE[$?>I=S7WG7=E]X5_>?=I@X'S18N%]SV+A?<]B MX7W/8N%]SV+A?<]BX7W/8N%]SV+A??]W%0+_=!\$_W4Q#?]S0AK_=TTG_WM6 M-/]\7T#_>F=+_W=O5?YS>E[Z<8-E]FZ,:_-KDW#P:9ES[F>?=^QEI7GK9*I[ MZF*O?>EAM7[H8+U_Z%_%@.A>T('B7]J`VV'>@-)BWX#+8]^!RF3?@DPG_W]5-/^`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`$0'_ M?AL#_X`O#?^,.!C_ET`B_YQ$+?^?23G_H$Y$_Z!53_R>6UKUG&)E[I=J;^B1 M='GABG^#V8.*C,][E97(=:"D6%?OHU]AYZ!F:^":<775 MDWR!RXJ%C<."CY:[>YJ>M7:GI+!TN*>H=L*GH7C#IIUYQ*6:>L6CF'O&HI9[ MQZ"4>\F>E'S)G91\R9V4?,F=E'S)G91\R9V4?,F=E'S)G?^!$0'_@!L#_X(N M#O^1-A;_G#P@_Z%`*O^E1#3_J$H_^JE02?*J5E+JJEUB;W++F7B! MP9"!C;B(BI>O@96@J'RBIJ-ZLJF>>L&IF7S!J)9]PZ:4?L2DDG[%HY%^QZ&0 M?LB?D'[)GI!^R9Z0?LF>D'[)GI!^R9Z0?LF>D'[)GO^"$0'_@1L#_X0N#?^4 M-1;_GCH>_Z0^*/^H0C+_K$<[]J]-1.VQ5$WELUM5W+!E8`K:N3@+^KD8'!J8^!PJ>.@<.EC8'%HXV!QJ*,@;CXVADXJ9IXR'J:N(A[^LB(?`JHB&PJB(A<.FB(7%I(B$QJ*(A,B@B(3( MGXB$R)^(A,B?B(3(GXB$R)^(A,B?B(3(G_^#$`'_@AH#_X@K#/^9,A3_HC<; M_ZDY)/^O/2SWM4(S[;M).>7"4C[:PEA,S+I@7[^R9V^SJVY^J*-VBYV2 MEXF@B9*6IX*/I:M^C[JL@(W`JH&+PJB"BL.F@XG%I(.(QJ*$A\B@A(?(GX2' MR)^$A\B?A(?(GX2'R)^$A\B?A(?(G_^$$`'_@QH#_XLJ#/^<,1+_I30:_ZPV M(?ZS.BCSNT`MZ<-(,>'+43?2QU9+Q7;BX96ZLL6Q]H*ISBI2D>Y6*GX:> M@)N2I7F8HJITF+>K=Y7!J7J1PJ=\C\.E?8W%HWZ,QJ%_BLB??XK(GW^*R)]_ MBLB??XK(GW^*R)]_BLB??XK(G_^%$`'_A!H#_XXH"_^?,1'_IS(7_[`S'?FY M-B+NPCTFYLU')MO33#7+S%1)OL5<6[&^8VRDN&IZF+)QAXRL>9.!J(*<=Z2/ MHW"BGZ=LHK2H;I_"IW*9PZ9UE<2D=Y+&HGB0QZ%ZCLB?>H[)GGJ.R9YZCLF> M>H[)GGJ.R9YZCLF>>H[)GO^&$`'_A1D#_Y$F"O^A+P__JRX5_[4O&?2_,ASI MRSHV#<0 MT^%!'LG?23"\VE%$K]-85J'-7V:4R&5TB,1L@'S`=(IQO7^3:;N,F6*YG)U> MNK&>7;C)GF*NR)]FILB?::')GFN=RIUNFLN;;IG+FVZ9RYMNFG3,LLR98:O,F62FS9EGHLV89Z#-EV>@S9=GH,V79Z#-EV>@S9=G MH,V79Z#-E_^*#@'_BQ@#_Y\A!?^N(`;XO1@&X]$3!-#A'@G%ZBX9NNDZ*;#G M0SFDY$I(F.)05HS@5V*`W5]L=MMH=6S:`_^U%0/:R@L"T.$.`L3K'@VX[RP=K>XW+J+L0#V7 MZTA*C.E/5H'H5F!VYUYI;.=E<&3F<'=>XWQ\6>")@%;>EX-3W::$4=RXA5'= MU(13T-J'5,;8B5:_UXI8N-:+6;;6BUFVUHM9MM:+6;;6BUFVUHM9MM:+6;;6 MB_^.#0#_EQ(!_ZT5`=F_"0#,S@D`P^L.!+;U'A&K]2PAH?0W,);S0#Z+\TA* M@?-05'?S5UUM\UUD9?!F:E_M<&Y:ZGIR5N>%=E/ED7E1Y)Y[3^.L?$WCO7Q- MX]E\4-C@?%'.X']2QMZ!4\3>@5/$WH%3Q-Z!4\3>@5/$WH%3Q-Z!4\3>@?^2 M#`#_H`T`V[<&`,K#!P#`T@D`M?00!JG['Q2?_"PCE/PW,8K\03V!_4E'>/U1 M4&[]5U=E^EY<8/9F85OT;V56\7AH4^^":U#NC&U.[)=O3.NC<4KJL'))ZL%R M2.K8=T3M7G=$[5YW1.U>=T3M7G=/^6"@#> MK`(`R[H%`+W'!@"RV`@!I_\2")S_(1:2_RXCB?\Y+X#_0CEW_TI";?]0267_ M5DY?_UY36OYE5E7\;5I2^G5<3_A^7TSWAV%*]9%B2/2<9$;SIF5%\K-F1/+! M9T/RU&=%[N=G1NOH9T;KZ&=&Z^AG1NOH9T;KZ&=&Z^AG1NOH9^ZB``#-M`(` MO+X$`*_-!`"DW@T,__X-%/?^,1CO_E4 M``")_PT!@?\:!7?_(PQM_RH39/\Q&5S_.!Y5_T`B4/]()DS_3RE(_U4K1/]; M+4+_82\__V_R$*5O\I#U#_,A-+_SH61O]!&4+_2!L__TX=//]3'CG_ M62`W_UXA-?]D(C/_:2,Q_W`D+_]W)2W_?B8L_X0!#_8TL:_V=4 M)?]H72__9FTG_8H5/_U^.5/]=EEC_6YU;_UJC7?U8J5_\5Z]A^U:U M8OI5O&3Z5<1E^53.9?=3W6;S4^9F[E7J9N=6[67A6.YEVUGO9MM9[V;;6>]F MVUGO9MM9[V;;6>]FVUGO9O]J&`+_9B($_V$N!_]@/Q#_:4@;_VU1)O]N6S#_ M;&0Z_VEN0_]G>4O_9(-1_V&,5O]?E5K_79Q=_5NB8/M:J6+Z6:]D^5BU9?E7 MO&?X5L5H]U7/:/54X&GP5>9IZ5?J:.)9[&C;6NUITUON:=-;[FG36^YITUON M:=-;[FG36^YITUON:?]J&`+_9R($_V(N!_]C/A#_;$8;_W%0)O]R63'_<&([ M_VQK1/]I=DS_9X%2_V2+6/]ADUS]7YM@^UVA8OI;J&7Y6JYG^%FU:/=8O&GV M5\9J]5;1:_)5X6SL5^=LY%GI:]Q;ZVO47.QLS5WM;,U=[6S-7>ULS5WM;,U= M[6S-7>ULS5WM;/]K%P+_:"$#_V,M!_]G/!#_<$4;_W1.)O]V5S'_=&`[_W!I M1?]M9OW5SI;M-=ZF_-7NMPQU_K<,=?ZW#'7^MPQU_K<,=?ZW#' M7^MPQU_K5T\_W5F1?]P M<$[_;7M6_VJ%7/QFCV'Z9)=E]V&?:/9?IFOT7:UM\URT;_):O7'Q67>9RTU[H<\M?Z'3&8.ATP6'H=,%AZ'3!8>ATP6'H=,%AZ'3!8>AT MP6'H=/]M%@+_:B`#_V8M!_]O.!#_>$$:_WU*)?]_4C'_?EL\_WMC1O]V;$__ M<7=7_FV"7OMJC&/X9I5H]62=;/-AI&_R7ZQQ\%VT<^],1BY7B^8^5XNF3E>+IDY7BZ9.5XNF3E>+IDY7BZ9.5XNF3E M>/]N%@+_:R`#_V@L!_]S-A#_?3\:_X)')?^$4##_A%@[_X%@1?]\:4__=G)7 M_G%]7_EMB&7V:I)J\V:;;_%CHW+O8:MU[5^U>.Q=P7GL7-!ZXUW?>]1AXGO* M8N)\PF3A?;QEX7VW9N)\LV?B?+-GXGRS9^)\LV?B?+-GXGRS9^)\LV?B?/]P M%0'_;!\#_VDL!_]W-`__@3P9_X=%)/^*32__B54Z_X==1?^"94__?&Y8_79X M8/ARA&?U;8YM\6F8Q'[G7MA_V&'??LICWX#!9=Z! MN6?>@;1HWH&P:=^`K&G??ZQIWW^L:=]_K&G??ZQIWW^L:=]_K&G??_]Q%0'_ M;1\#_VLK!_][,@__ACH8_XQ#(O^/2RW_CU,X_XU:0_^)8DW_@VE7_7QR8/AV M?V?T<8IN\&R5=.UHGWGJ9*I]Z&&W@.9?R(+=8=N#S&3F?K M=X5OYW*0=N-MFWS>:*:!VF6SA-5CQ(;/9-J'P6?9B+=IV(FO:]B)JFW9B*9N MVH>C;MJ&H&_;A:!OVX6@;]N%H&_;A:!OVX6@;]N%H&_;A?]R%`'_>%=F;A?X%O MVWB,=]-REG[-;:&$R6JMB<5HNXO!:-",MFO5C:YMU8VG;]:,HW#6BY]QV(J= M<=F)FW+:AYMRVH>;;,9XD8#`;M_ MC(*U>9:)KW6ACJIRKY*F<<&4H7/0E)QTT9*8=M*1EG?3CY1WU8V2=]:,D7C8 MBI%XV(J1>-B*D7C8BI%XV(J1>-B*D7C8BO]U$P'_;*%AX.J M?Y&*I'NM&2CWK3D(YZU(^->M6-C'K7BXQZ MUXN,>M>+C'K7BXQZUXN,>M>+C'K7B_]U$P'_:F+@X.AA8V+ MFH&8D91^I9:0?+:8C7W-EXQ^SY6*?M"3BG[2D8E^TX^)?=6-B'W6BXA]UHN( M?=:+B'W6BXA]UHN(?=:+B'W6B_]V$@'_=!P#_X`@!?^1*`G_GC,/_Z0W%?ZJ M.QOSKT$BZK1(*.*Y4"[4M%9`R:U?4;ZE9V"TGF]MJI=W>*&1@(*9C(J+D8>5 MD8N$HI:&@[*9@X3+F(2#SI:$@]"4A(+2DH2!TY"$@=2.A(#6C(2`UHR$@-:, MA(#6C(2`UHR$@-:,A(#6C/]W$@'_=!L#_X(>!/^4)PC_H#(-_ZJ95^MI&QLHYUT=YF8?(&1DX:*B8^2D8*, MGY9]BJ^8>HO'F'R)SI9]B-"4?H;2DG^%TY!_A-2.@(/6C("#UHR`@]:,@(/6 MC("#UHR`@]:,@(/6C/]X$@'_=1L#_X4H")FH.)@9:.D'F3G)5T MDJR7<9+#F'.1SY9VCM"4>(O2D7F*TY!ZB-6.>X?6C'N'UHQ[A]:,>X?6C'N' MUHQ[A]:,>X?6C/]X$@'_=AL#_X@;`_^:)0;_IBL)_J\L#/&Y+P[FPS8/W9^+C7&!H"_XP9`_^>(P3_JB8&^+0E".O`*`CAS3`'U-(W%,C- M12>[R$\YK\)72J.]7UB8N&9EC;-M<8.O=7MZJWZ#<:B)BFJFEH]EI:>28J:] MDF.CTI%GG=.0:IC4CVV5U8UNDM:,<)#8BG"0V(IPD-B*<)#8BG"0V(IPD-B* M<)#8BO][$0'_?!<"_Y`7`O^B(0/_KB`$\KL=!.7*'@/:VR0#S-DU$L#30R2T MSDTVJ,E51YS$7561P&1BAKQK;7NXL*6,6[&\C5NO MU8U?I]6-8Z'6C&:!_ M5;??@%BQWH%:J]Z!7*;?@5RFWX%W7IG6-R&:U/=T4,;F M=U*^Y'A3N.1Y5;+C>E6RXWI5LN-Z5;+C>E6RXWI5LN-Z5;+C>O^##@'_E@L` MW:L$`,VX!@#"Q`8`NM0)`+'O%`.G[B4-GNXS&I3M/2>*[$8S@.M./G;K54=L MZEM.9.IC55WJ;5I8ZG=>4^J#8D[JD65*ZZ%G1^RS:4;MT&E(YNAI2]GK:DS/ M[&U.Q^MO3\#J<$_`ZG!/P.IP3\#J<$_`ZG!/P.IP3\#J`6$CXC5I%^)M<0OBK7D'WOE]`]]]@0^[L8$?C\5]( MV_%A2=+R8TG2\F-)TO)C2=+R8TG2\F-)TO)C2=+R8_Z5``#4J0``PK4#`+7! M`P"JSP4`H.<+`9C]&@:/_BD0AO\U&W[_0"5T_T8M:_],-6/_4CI<_UD_5O]@ M0U#_:$=,_W%*1_][3$/_ATY`_Y10/O^A4CW_L%0[_\-5._[A53SY\%5`\/15 M0^?W5$/G]U1#Y_=40^?W5$/G]U1#Y_=40^?W5-NA``#%L```M;H"`*C'`@"= MU@0`D_P.`8O_'0:#_RL/>O\U%W'_/!]H_T(F8/])+%G_3S%3_U8U3O]=.$G_ M93M%_VT]0?]V/S[_@$$[_XM#.?^813C_I$8V_[)'-?_$2#7_W4DT__!)-_[X M23?^^$DW_OA)-_[X23?^^$DW_OA)-_[X2#,V_X(T,_^--C'_F3?\0 M`6[_%@-E_Q\&7O\G"U?_,`]1_S<32_\^%T;_11E!_TP;/?]2'3G_6!\V_U\A M-/]F(C'_;B0O_WQ@A_X89'_^1&A[_G!L>_Z4<'?^P'1W_L!T=_[`= M'?^P'1W_L!T=_[`='?^P'9S```",S@``?-X``'#U``!E_P``6O\&`5'_#0%) M_Q$"0_\7`SW_'P0X_R8%-/\M!C#_,PCC_5(4]_U*00?]0F47_3Z!'_TZG2?]-KDO_3+1,_TN[3?]*PT[_ M23K_5X0__U2.0_]2ET?_4)])_T^F2_].K4W_3;1/_TR[4/]+PU'_2\Y2 M_TK?4O])ZE/]2O)3^$OV4_%-^%+K3_I2Y5#Z4^)1^E/B4?I3XE'Z4^)1^E/B M4?I3XE'Z4_]=&P+_628#_U,Q!O]4.0C_74(0_V)+&O]B52/_8%\L_U]K-/]< M=SO_68)`_U:,1?]4E4C_4IY+_U&E3O]0K$__3[-1_TZ[4O]-Q%/_3,]4_TO@ M5?]+ZU7Z3/)5]$WV5>Q0^%3F4?A5WU+Y5MQ3^5;<4_E6W%/Y5MQ3^5;<4_E6 MW%/Y5O]>&P+_6B4#_U0Q!O]8-PC_84`1_V5)&O]F4R/_9%TM_V)H-?]?=#S_ M7']"_UF*1_]6DTO_5)Q._U.D4/]1JU+_4+-4_T^Z5?].Q%;_3=!7_TWB6/Q, M[5CV3O)8[E#U6.93]EC?5/=9UU7X6=-5^%G35?A9TU7X6=-5^%G35?A9TU7X M6?]?&@+_6R4#_U4P!O]<-`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`+_8"(#_V(G M!?]N*@?_>3(._W\\%_^"1B'_@D\K_W]8-?][8#[_=6E'_V]T3OMJ@57X9HQ; M]6*77_-?H6/P7*MF[EJV:>Q9Q&KI6-IKX5KJ:]!=[&W%7^QNO&'K;[9B[&^Q M8^QNK63L;JMD[6VK9.UMJV3M;:MD[6VK9.UMJV3M;?]D&`+_82(#_V8E!/]R M)P?_?C`-_X4[%O^(11__B$TI_X95,_^"7CW[?69&]G9P3O)R?%7N;8=AY=U7C=()=WFZ-8]EI MEVG39J%NSV.L<P9N5WJFCF=Z5IYG:B:N=UGVKH M:^ESGFOI:^ESGFOI<_]F%P'_8R$#_VT@!/][(P7_ARX+ M_X\X$O^301K_E4HC^I11+?.163?LC6!!Y8=I2M^!=%/6>GY=SW2(9ZYHXWNG:N-[HFOD>IYLY7B;;>5WF6WG=IAN MYW68;N=UF&[G=9ANYW68;N=UF&[G=?]G%@'_9"`#_W`>`_]^(@7_BRP)_Y,W M$/^80!C]FD@@])I.*>R853/EE5T\W8]F1].(;U/+@7E>Q7N#9K]UC&ZY<99T MM6ZA>+!KK'RM:KM^JFK2?Z1LX'Z>;>%]FF_B?)=PXWJ5<.1YDW#E=Y-QYG>3 M<>9WDW'F=Y-QYG>3<>9WDW'F=_]H%@'_9"`#_W,<`_^!(`3_CBL(_Y>?4BW?G5HWTY5C1LJ.;%/#AW5>NX%^9[5[B&^O=Y%UJG.< M>J5PJ'ZA;[:!GF_*@IMPWH&6<=^`DW+A?I%SXGR0<^-ZCG/D>8YSY7B.<^5X MCG/E>(YSY7B.<^5XCG/E>/]I%@'_9AX#_W8:`_^$'P/_DBH'_YLT#/Z@.Q+S MHT$8ZJ9((.*G3R?8HE8VS)I@1<.3:5*[C7)>LX9Z9ZR!A&^F?8UVH'F8?)MV MHX"7=+&#E'3%A)%UW8./=MZ!C7;@?XMWX7V*=^)[B7;D>HEVY'F)=N1YB7;D M>8EVY'F)=N1YB7;D>?]I%0'_:1T#_W@9`O^''@/_E2@&_YXR"OJD-P_OJ#T4 MYJQ$&MVM2R30IE0UQI]>1+R99E*TDF]=K(QW9Z2'@&^>@HIWF'Z4?9)[H(&- M>JV$BGG`A8AZW(2'>MV"AGK?@(9ZX'Z%>N)\A7GC>H5YY'F%>>1YA7GD>85Y MY'F%>>1YA7GD>?]J%0'_:QL"_WL7`O^*'`+_F"8%_Z(P"/6H,PSKKCD0XK-! M%-:Q1R/*JU(TP*1<0[:>9%&MF&Q@8!^X'^`?>%]@'WC>X!\Y'J`?.1Z@'SD>H!\Y'J` M?.1Z@'SD>O]K%0'_;1D"_WX5`O^-&P+_FR0#_J4L!O&L+PCGLS0+W;HZ$-"U M1B'%KU$RNJE:0K"C8D^GG6I;GIAR99:3>FZ/CX-VB(N.?(*(F8%\AJ>%>8:Y MAG>'UX5XA=V#>H/>@7J"X'][@>%]?(#C>WQ_XWI\?^-Z?'_C>GQ_XWI\?^-Z M?'_C>O]K%`'_WJ/EH!TCJ2$<8VVA6^. MT85QB]V#%]=X3C>W>#Y'IW@^1Z=X/D>G>#Y'IW@^1Z=X/D M>O]L%`'_X(0+=PR8"T,,T#<2^0AZYN4TO MKK-6/J2N7DR:J657D:5M8HFA=6N`G7YR>9J(>7*7E'YMEJ*":96SA&>6S8-I MD]Z";(_?@&^,X7YPBN)\G*'Y'ERA^1Y7*'Y'ERA^1Y?]M M$P'_=A,!_X@2`?^8$P#_IQD![[,6`>+`%0#5RAX!R<6V,Y7AMC.5X;8SE>&V,Y7AMC.5X;8SE>/]N$P'_ M>Q$!_XT0`/^=$`#ZK!$`VKL+`-7)"P#-SAL!PLPO"K?)/1FLQ4DIH\ M6D:-N&%1@[5H6WJR<&1RKWEK:ZR#<62KCW9?J9YZ6ZFO?%FJR7Q:I^)[7J#C M>V&;XWICE^1Y9I3E=V:2YG=FDN9W9I+F=V:2YG=FDN9W9I+F=_]P$@'_@`X! M_Y(.`/*C"P#9LPD`S[X)`,O,"0#$TQ<`NM(L![#/.Q:ES$8FFLA0-8_$6$&% MP5]-?+YG5G.\;UYKN7=E9+B":UZVCG!9M9US5;6N=52VR'53L^=V5ZOF=EJD MYG97L2!8UG#CFA4PYUK4<.N;$_$R&U.PNUM4+CK;U.PZW!5 MJ^IP6*;K<%FCZW!9H^MP6:/K<%FCZW!9H^MP6:/K5**73D43-KXUDZ9.)A05[B M:T=8XG5+4^&`3T_BC5-+XIM52>.L5T?DQ%=&X^E71MWV64?0]UQ)R/=>2L'V M8$N]]F!+O?9@2[WV8$N]]F!+O?9@2[WV8/^)``#9G@``QZP!`+FV`@"NP0,` MI\L"X7O.15\[T$><^]))VKN4"]B[E]\1DGOB4E&\)9+0_"F34#QN4X_\MM//O#W3D+F^T]#W?M11-3\4T7/ M_%1%S_Q41<_\5$7/_%1%S_Q41<_\5.&5``#+I@``N[```*Z[`0"BR`(`F-4% M`)#X#P&)^"`$@O@N"WGY-Q-P^3\;:/E&(F#Z32A:^E0M5/I<,4_[935+^VTX M1_QW.T/\@ST__9`_//V?03K^KT,X_\9$-__J13;\_44[\O]$/NK_1#[F_T8^ MYO]&/N;_1C[F_T8^YO]&/N;_1M"?``"]K```KK4``*+"``"5SP``BMT#`(3_ M$@%[_QX#=/\J"6S_,P]D_SL67?]#&U?_2B!1_U$D3/]8)TC_8"I$_V@L0/]Q M+CS_>S$Y_X@R-?^6-#/_I#8Q_[8W+__0."[_[SDM__\Y,?__.3/\_SDS_/\Y M,_S_.3/\_SDS_/\Y,_S_.<&H``"OL0``HKT``)3*``"'V```??,'`';_$@%M M_QH#9?\D!5[_+0I8_S8/4O\]$TS_119(_TP90_]3&S__6AX\_V$@./]I(37_ M`U'_)@5+_RX'1O\V"D'_/0P]_T0..?]+$#;_41(R_U@3+_]?%2S_9Q8I M_W$7)O]\&"/_B1H@_Y@;'_^F'!W_MQT<_\H>'/_F'QO_\!\;__`?&__P'QO_ M\!\;__`?&__P'Z2U``"5P@``AL\``'?>``!K]```8O\#`%G_"P%1_Q$!2O\7 M`D3_'P,__R8$.O\M!3;_-`8R_SH'+O]`""O_1@@H_TP))?]2"2+_60H@_V(+ M'?]K#!K_=@T7_X0.%?^2#Q3_H!`3_ZT1$_^Z$1/_PQ(3_\,2$__#$A/_PQ(3 M_\,2$__#$I>^``"&S```=]L``&GG``!<_0``5/\``$O_!0!#_PP!/?\1`C?_ M%P(R_QX#+O\D`RK_*@0E_R\$(O\U!1__.@4=_S\%&O]%!AC_2P86_U(&%/]: M!Q+_8@<0_VP'#_]W"`W_A`@,_Y`(#/^<"`S_H@@,_Z((#/^B"`S_H@@,_Z(( M#/^B"/]0(`+_2RH#_T0V!?]'.@;_2C\(_TY)#_]/5!?_3V`>_TUL)/]*>2K_ M2(4N_T:0,O]$FC3_0Z(W_T*J./]!L3K_0+D[_T#!//\_RSW_/MP^_S[H/O\] M\S[_/?L__S[_/O]`_S[Z0_\]]$3_/NY&_S_N1O\_[D;_/^Y&_S_N1O\_[D;_ M/_]0(`+_2RH#_T4U!?]*.`;_33T(_U%(#_]24A?_45X>_T]J)?]-=RO_2H,O M_TB.,_]&F#;_1*$X_T.I.O]"L#S_0K@]_T'!/O]`RS__0-Q`_S_I0/\_]$#_ M/OU!_T#_0/U"_T#V1?]`\$;_0>E(_T'I2/]!Z4C_0>E(_T'I2/]!Z4C_0?]1 M'P+_3"D#_T-*_T7C2O]%XTK_1?]2'P+_ M32D#_THR!/]0,P;_53D(_UE#$/]:31C_65@@_U9D)_]3<2W_4'TS_TV)-_]+ ME#K_29X]_T>F/_]&KD'_1;="_T3!1/]$S$7_0]]%_T+M1O]"]T;_0_U&^4;_ M1O!)_T;I2_]'XDS_2-M-_TC;3?](VTW_2-M-_TC;3?](VTW_2/]3'@+_3B@# M_TXO!/]4,`;_6C8(_UY`$/]@2AC_7E4@_UM@*/]8;2__5'DT_U&%.?].D3W_ M3)M`_TJD0O])K43_2+9&_T?!1_]&S4C_1>%)_T3O2O]%^$K[1_U*\4K_2>A- M_TO?3O],UT__3,]1_TS/4?],SU'_3,]1_TS/4?],SU'_3/]4'0+_4"<#_U(L M!/]9+07_7S((_V0\$/]F1QC_9%(@_V%<*/]=:##_6G4V_U:!._]2C3__3YA# M_TVB1?],JTC_2K5)_TF_2_](S$S_2.%-_TCN3?Q(^4[R2_Q-YT[]3]U0_5#2 M4OY0S%/_4<94_U'&5/]1QE3_4<94_U'&5/]1QE3_4?]5'0+_42<#_U8I!/]> M*@7_9"\(_VHZ#_]L11?_;$\@_VA9*/]D8S#_8'`W_UQ\/?]8B$+_59-&_U.= M2?]1IDO_3[!-_TZZ3_U-QE#Z3=E1]DSJ4?)-]U'G4/I2VU+[5,Y4_%7'5OU5 MP5?^5;Q8_E6\6/Y5O%C^5;Q8_E6\6/Y5O%C^5?]7'`+_4B8#_UHF!/]B)@3_ M:BP'_W$W#O]S0A;_92]E;:5/E8S%;Z6<-8^UJ\6OM:MUO[ M6;-<^UFS7/M9LUS[6;-<^UFS7/M9LUS[6?]8&P+_4R4#_UXC`_]G(P3_<"H& M_WDH=_WA3)O]S7"_\;F8W^&ER/_1E?D7Q88E*[EZ33NMKE[X7:M? M^5RK7_E47F:(1+XF2.4=YAF%7;7J)9 MUERL6]-;N%[06L9?S5K?8,A:\F&^7/5BM5[T8JY@]6*J8?5AIF+V8:-C]U^C M8_=?HV/W7Z-C]U^C8_=?HV/W7_]:&@+_62$"_V8=`O]P'@/_>B8$_X(Q"?^& M.Q#_B$09^89-(?*#5BOK?EXTY7EI/>!T=$7:;W],TVJ)4\]FDEC+8YQ=QV&F M8,1?L6/!7K]DOE[29;I?[&:R8/)FJV+R9J5D\F6A9?-DGV7T8YQF]6*<9O5B MG&;U8IQF]6*<9O5BG&;U8O];&@+_7!\"_VD;`O]U'`+_?B0#_XT8[AIL6+*:JYCYFJH9.]JHF;O:9UG\&B::/%GF&GR9I9I\V26:?-DEFGS M9)9I\V26:?-DEFGS9/];&0+_7QP"_VP8`O]Y&P+_@R$#_XPL!O^1-@OUE#\2 M[)5'&>233R+W5.OG9_5KARB%VT;I%BKVN;9JMIIFJH M9[-LI6?#;J)GX&Z>:>UMF6KN;)9K[VJ3;/!IDFSQ9Y!L\F:0;/)FD&SR9I!L M\F:0;/)FD&SR9O]<&0'_8AH"_W`6`O]\&0+_AA\"_Y`I!/J6,PGPFCP.YYM$ M%=^:2QW3E%4LRHU?.<*':46[@7%/M7Q[5Z]XA%ZJ=(UCI7&7:*%NHFR=;*YO MFFR^<)ALV7&5;>MOD6[L;H]O[6R-;^]JC&_P:8MO\6>+;_%GBV_Q9XMO\6>+ M;_%GBV_Q9_]=&0'_9!D"_W(4`?]_&`'_BAT!_Y0F`_:;,`;KGS@*XJ(_$-B? M1QS-F5(KQ))=.;N,9D2TAVY.K8)W5Z=]@%ZB>8EDG7:3:9ASGFV4<:IQD'&Z M&`'_9Q&`'_:14!_W@2`?^&%`'_D1@!^IP?`>VD)P+BJBP$UJPT"\NG0QK!HDXI MN)Q8-J^784.GD6E-H(UQ5IF(>5Z3A8)DC8&,:HA_EV^#?:1R?WRS='U\R'5\ M?>AS?'SJ<7Q[[&]]>NUM?7GN:WUY\&E]>?!I?7GP:7UY\&E]>?!I?7GP:?]? M&`'_:Q,!_WL1`?^)$P#_E14`]:`:`>BI(`'=L"0!T+`R"L:L01B\IDPGLZ%6 M-:J<7T&BEV=,FI)O59..=UV,BX!DAHB*:8&%E6Y\@Z%R=X*P='6"Q75T@^=S M=8'J<79_ZV]W?NUM>'WN:WA\\&EX?/!I>'SP:7A\\&EX?/!I>'SP:?]@%P'_ M;A(!_WX0`/^,$0#_F1$`\:03`..N%@#6MAP!R[0P",&P/Q>WJTLEK:94,Z2A M74"1S;X?J M<7"$[&]R@^UM)6$9G*3CVQMD9QO:9"J%R:([K<&J* M[&YLB.UL;8;O:VZ$\&ENA/!I;H3P:6Z$\&ENA/!I;H3P:?]C%0'_=0X!_X8- M`/B4"P#F=]O8);L;F.1[6UF MCNYK9XOO:FF)\&AIB?!H:8GP:&F)\&AIB?!H:8GP:/]G$@'_>0P`_XH*`-^: M!`#3I@<`S+$(`,>["`#!PA,`N,(H!*Z_.!"EO$0>F[A.+)&U5SB(L5Y"@*YF M2WBK;5-QJ79::Z=_8&6EBF1@HY=H6Z.F:UFCNFQ8H]QK6:#N:UR:[VI?EO!I M89+Q:&./\69CC_%F8X_Q9F./\69CC_%F8X_Q9O]K$`'_?@D`\9`$`-:>`P#, MJ@8`Q+0&`+Z^!0"XR!``L,@D`Z?&-0V=PT(;D\!,*(J]5#.!NEP^>;=D1G&U M:TYKLW149+%^6E^PB5]:KY9B5JZE95.NN692K]ME4JOR9E6D\F98G_)F6IOS M95R7\V1RG)% M6,I\253)B$U/R9513,FE4TK)N51)RMQ31\CW54C`_%A*N/M93++[6DZM^EI. MK?I:3JWZ6DZM^EI.K?I:3JWZ6O]_``#`;`8K?+`:"WSD.>=Y#%W'=32!JW%8H8]M?+UW:9S58V7$Z4]E[ M/D_9B$)+V99%2-FF1T;:NDA%V]M'1-CT24+3_TU$R?]/1<+_4$>[_U)'N_]2 M1[O_4D>[_U)'N_]21[O_4N:*``#/FP``OZ<``+*P``"GNP``G,8#`)/1!@"+ MZ@X`A>@?`G[H+09VZ#@.;NA!%F;G2AU?YU(C6>=;*57G9"U0YVTQ3.=X-4GG MA#A&Z)$Z0^B@/$#ILCX_ZLL^/NCO/CWF_S\]X/]"/]?_1$#._T9`SO]&0,[_ M1D#._T9`SO]&0,[_1M:3``#$HP``M*P``*>V``";P0``D,P"`(;9!@"`\A(` M>?(?`G'R*P9J\C8,8_,_$EWS1QA7\T\=4O-7(4WT8"1)]&DH1O1S*D+U?BT_ M]8LO//:9,3KVJ3,X][XT-OCA-3;U^34U\_\T-^S_-CGE_S@YY?\X.>7_.#GE M_S@YY?\X.>7_.,B>``"VJ0``J+(``)N]``"/R```@]0``'GH!P!S_!(!:_T= M`F3])P1>_C$(6/X[#5/_0Q%-_TL52?]3&$7_6AI!_V,=/O]L'SO_=B$W_X(C M-/^0)3+_GR(O_]'R+__Q\B__\?(O__'R+__Q\B__\? M(O__'ZRK``"=M@``C\(``(#.``!SW```9^D``%__!@!8_PX`4?\5`4O_'0)& M_R8#0?\M!#S_-04X_SP&-/]"!S'_20@N_U`)*_]7"BC_7PHE_VD,(_]T#2#_ M@@X=_Y(/&_^B$!K_LA$9_\@2&/_E$Q?_^A07__H4%__Z%!?_^A07__H4%__Z M%)^S``"0OP``@,P``'+:``!DY```6/4``%'_`0!*_PL`1/\0`3[_%P$Y_QX" M-/\E`C#_+`,L_S($*/\X!"7_/@4B_T0%'_]*!1S_408:_UD&%_]C!Q3_;@<2 M_WP($/^,"`__G`@._ZP)#O^["0W_TPD-_],)#?_3"0W_TPD-_],)#?_3"9&\ M``"!R0``1(_\V MFR7_-:0G_S2L*/\TM2K_,[XK_S+(*_\RU2S_,>4M_S'Q+?\Q^RW_,/\M_S#_ M+?\S_RW_-O\L_CC_+?DZ_R[V._\N]CO_+O8[_R[V._\N]CO_+O]%(P+_/RX# M_SXT`_]"-@3_1#L&_T1#"/]%3PW_1%L3_T%H&?\_=1W_/((A_SJ/)/\XFB?_ M-Z,I_S:L*O\VM"S_-;TM_S3(+O\TUB[_,^8O_S/R+_\R_##_,O\P_S/_+_\V M_R__.?\O^3O_,/0]_S'Q/?\Q\3W_,?$]_S'Q/?\Q\3W_,?]&(P+_0"T#_T$R M`_]&,P3_2#@&_TA`"/])3`[_2%@4_T5E&O]"-O]'ICC_ M1J\Y_T6X._]%Q#S_1-(\_$3E/?A$\CWU1?X\\47_/N9(_T#<2O]!TDO_0U*\$'J2OQ"Y$K_1-A,_T7,3_]&QE#_1L!1_T:^ M4?]&OE'_1KY1_T:^4?]&OE'_1O],(`+_3"0"_U4A`O]=(0/_8R<$_V%/[D7=3OM(U$__2`O]B'@+_:24#_VTM!?]Q.0O_ M<402_V].&OMK6"+U9F,I\6-O,.U@>C;I7(4[YEJ//^18F$+A5J)$WU6K1MQ3 MMDC:4L-*UE+82M%3[$O,4_I-Q53_3KQ6_T^U5_]/L%C_3JQ9_TVJ6O]-JEK_ M3:I:_TVJ6O]-JEK_3?].'@+_4QX"_UX;`O]G&P+_;B(#_W,J!/]W-0G_>$`0 M^7=*&/)S5"#L;UXHYVMJ,.)G=3;>8X`\V5^*0=1=DT;16YU)SEFF3,M8L$[( M5[Q0QE;-4<-7YE&^5_=2N%C_4[!:_U.K7/]2IUW_4J-=_U&B7?]0HEW_4*)= M_U"B7?]0HEW_4/]/'@+_5QL"_V(7`?]L&0+_="`"_WDG`_]^,@?Y@#P-\7]& M%>I[4!WD=ULFW7-F+M5M<#?0:7H^RV6$1,=BCDG$8)=-P%Z@4+U=JE.[6[95 MN%O%5K5;WU:R7/-7K%W]5Z9>_5:A8/Y5GF#_5)QA_U.:8?]3FF'_4YIA_U.: M8?]3FF'_4_]0'0+_6AD!_V45`?]P%P'_>!T!_W\D`OV$+@7SAC@*ZH9"$>.$ M2QG;?U)*@/MC30'Y(T]#=R+2!;1 MA50CR7]>+L)Z:#B\=7%`MW%Z1[)NA$VN:XU2JFB65J=FH%FC9:MF&;X791G^5R2:/M:D&C\68YH_5>.:/U6CFC]5HYH_5:.:/U6CFC] M5O]2'`'_7Q0!_VP1`?]X$P'_@1VY!KW=W2*IT?TZE<(A3H6Z25YUKG%N9:J=>EFFU8)1HR&&2 M:>9@CVKW7XUK^%V+:_EN@6M`J'QS2*)Y?$Z==H54F7..6)5QF%R1;Z1@C6ZQ8HMMPV.);N)B MAV_V889O]U^%;_E=A&_Z6X-O^UF#;_Q8@V_\6(-O_%B#;_Q8@V_\6/]6&`'_ M9!$!_W(.`/]^$`#_B!$`]9$4`.B8&0#=GB`!T9XQ!\>:0!.^E4P@MI!6+*Z+ M8#>GAFA`H8)P2)Q^>4Z6>X)4DGB+68UVE5V)=*!AA7.N8X)ROV2`<]YD@'3U M8G]T]F!_<_A>?G/Y7'YR^EI^/A*YF4H>L)14*ZF073:B MBV8_FX=N1Y6$=DZ0@']4BWZ(689[DEV!>9YA?7BK9'IXO&5Y>-EE>'GT8GEX M]F!Y=_A>>7;Y7'EU^EIY=?M:>77[6GEU^UIY=?M:>77[6O]:%0'_:0X`_W@, M`/^$#`#OD`L`W9H*`-FB"P#0IA@`QJ4L!;VB/!"TGD@=JYE2*:.56S2_=>='KY7'1Y^EMU>?M:=7G[6G5Y^UIU>?M:=7G[6O]=$P'_;`T`_WL+`/:( M"0#F.@^NHD8;IIY0*)Z:63.6EF$\CY-I M1(F/<4R#C7E2?8J#5WB(C5QSAIE@;X2F8VR$MV1JA,]D:H3P8FR"]F!M@/=> M;W_Y7&]]^EMP?/M:<'S[6G!\^UIP?/M:<'S[6O]?$0'_;PH`_WX(`..,`P#6 MEP4`SZ`'`,JH"`#$KA,`NZTG`[*K-PVIIT09H*1.)IB@5S&1G%\ZBIEG0X.6 M;TI]DW=0=Y&`5G*/BEIMC99>:(NC866+M&-CB\QC8XON866)]U]GAOA>:83Y M7&J"^EIK@?M::X'[6FN!^UIK@?M::X'[6O]B$`#_<@<`^((#`-N/`@#/F@4` MR:,&`,.L!@"]LA``M;(D`JRP-0NCK4(7FZI,(Y*F52Z*HUTX@Z!E0'V=;$=V MFW1-<)E]4VN6B%AFE91<8I2A7U^3LF!=D\E@79/M7UZ0^%YAC/E<8XKZ6V2' M^UIEAOM998;[666&^UEEAOM998;[6?]F#0#_=P,`XX<``-.3`0#*G@0`PJ<$ M`+NO!`"UM@T`KK:^EM:E?I:7)'[65Z._%A? MC?Q77XW\5U^-_%=?C?Q77XW\5_]J"@#_?```W(P``,V8``##HP,`NJH"`+.S M`0"LO`H`IKT=`9Z\+P:6NCP1C;A''(6U4"=]LUDP=K%@.&^O:#]IK7!%8ZMY M2EZJA$]:J9!25:B>55*GKU=1J,974*?J5U"E_%=3G_U759K]5E>6_E98E?Y5 M6)7^55B5_E58E?Y56)7^5?]O!`#F@@``TI$``,:=``"[I@$`LJX``*JW`0"B MP@4`G,08`)7#*@2-PCD-A,FBY9CABMVX^7;9X0UBU M@D=4M(]+4+2=3DVSKE!+M,502[/J4$JQ_U%,J_]23J7_4E"A_U)1GO]149[_ M45&>_U%1GO]149[_4?]V``#=B0``RI<``+ZB``"SJ@``J;,``*"\`@"8Q@8` MD.$-`'3A M'0%NX2L#:.`W"&'@0@YPU!E?L/PM2[$@/3>Q1$TKM6A9&[6,90^UM'$#M>!X][H4A.NZ3(SCO MHR0V\+8F-?'2)C3O\R8T[/\F,NO_*#+G_RLSY/\L,^3_+#/D_RPSY/\L,^3_ M+,&<``"PI@``HZX``):X``")PP``?__\3'O__$Q[__Q,>__\3'O__$Z:I``"8 MLP``BK\``'O*``!NU0``8-\``%3G``!._P0`2?\.`$/_%``__QT!.O\E`C;_ M+`(R_S,#+_\Z`RO_000H_T@$)?]/!2+_5P4@_V`&'?]L!QK_>0<8_XH(%O^; M"!7_K0D4_\,)$__C"1/_^`D3__\*$___"A/__PH3__\*$___"IJQ``"+O0`` M?,@``&W4``!?X```4>8``$?U``!!_P``//\)`#?_$``R_Q4!+O\=`2K_(P$F M_RD!(O\O`A__-0(<_SL"&?]"`Q;_20,3_U$#$?]:`P__9@0-_W0$"_^%!`K_ ME@4)_Z@%"/^Y!0?_T`4'_^,%!__C!0?_XP4'_^,%!__C!8VZ``!]QP``;=,` M`%_@``!0YP``0NT``#K_```U_P``+_\"`"K_"@`F_P\`(O\4`![_&@$:_Q\! M%O\C`1/_*`$0_RT!#O\S`0S_.0(*_T$"!_])`@/_4P(`_UX"`/]L`@#_?`,` M_XT#`/^=`P#_K`,`_[4#`/^U`P#_M0,`_[4#`/^U`_\Y)P+_,S("_S4T`_\X M-@/_.#L$_S9#!?\S3@?_,5L)_R]H#?\M=A'_*X04_RF1%O\IFQC_**09_RBM M&O\HM1O_)[X<_R?('/\GU!W_)^0=_R?O'O\G^1[_)_\>_R?_'O\G_QW_*/\= M_RO_'O\M_Q_\+_\?_"__'_PO_Q_\+_\?_"__'_\Z)P+_-#$"_S@Q`_\[-`/_ M.SD$_SI!!?\W2P?_-5@*_S-E#O\Q_RO$'_\KT!__*N$@_RKM(/\J]R#_*O\@_RO_(/\K_Q__+/\?_R__ M(?PQ_R+W,_\B]S/_(OPZ_RGF M//\JYCS_*N8\_RKF//\JYCS_*O\])0+_/2H"_T,H`O]'*0/_22T$_THV!?]* M00?_24T,_T=:$?]%9Q;_0G0:_T"`'?\^C"#_/94B_SR>)/\[IB;_.ZXG_SJW M*/\ZP2C_.LTI_SKA*?XZ[BG[.ODI]SO_*?8Z_ROP._\MZ#W_+N$__R[;0?\N MVT'_+MM!_R[;0?\NVT'_+O\^)0+_028"_T@D`O],)0+_3RD#_U(S!?]1/@?_ M44D,_T]6$O],8A?_2F\<_T=[(/]%AB/_0Y$E_T*:)_]!HBG_0:HJ_4"R*_Q` MO"S[/\@M^#_;+?1`ZRWP0/A&Z#'E1O8RXD7_-=]$_S;31_\WRDC_.,1*_SB_2_\WOTO_-[]+ M_S>_2_\WOTO_-_]!(P'_21\!_U$<`?]7'`+_7","_V`L`_]@-@;_8$$+_UY- M$?U;6!CX6&0=]%5P(_%3?"?N4(8KZT^0+NE-F3#G3*$RY4RJ,^-+M#3B2\`U MX$O/-=M+YC;52O0XT4K_.LY*_SS$3/\\O4W_/+A/_SRT3_\[M$__.[1/_SNT M3_\[M$__._]"(@'_3!P!_U48`?]<&0'_8R`"_V8H`_]H,@7_:#T)^F9($/1C M4Q?N8%\=ZEUK(^9:=BCB5X$MWU6+,-Q3E#/949TVU5"F.--/KSK03[L[SD[) M/,M/X3W'3_(^PT__0,!/_T&W4?]!L5+_0*U3_T"J5/\_JE3_/ZI4_S^J5/\_ MJE3_/_]&'P'_4!D!_UD5`?]B%P'_:!T!_VPD`O]O+@/Y;S@'\6Y$#NMK3A7E M:%LB3N]7)(^NEN:0;=9I$2U6*Y&LE>[1[!7S4BM M6.A(JECZ2:=9_TBA6O](G5O_1YM<_T:97/]%F5S_19E<_T697/]%F5S_1?]+ M&@'_5Q,!_V$0`/]K$@#_ M),-M:"R^:G$SNF=[.+9D@SVR8HQ!KV"51:Q>GT>I7:E*IERV2Z1_TR87_]*E6#_29-@_TB18/]'D6#_1Y%@_T?_XGT024-#7U!23T9) M3$4`"A*18/]'D6#_1_].&`'_6A$!_V0.`/]O$`#_=A,`_'T7`.^!'@'DA"<" MVX0T!="!0P_(?$\9P7A:([MS9"RU<&TSL6QV.JUJ?S^I9XA#I6611Z)CFTJ? M8J5-G&&Q3YE@P5"78-Q0E6'S3Y-B_TZ08_],CF3_2XQD_TJ+9/](BV3_2(MD M_TB+9/](BV3_2/]0%@'_7!``_V@-`/]R#@#_>A``]H$2`.F&%P#>BB`!THHP M!,F&0`[!@DT9NGU7([1Y82RN=6HTJ7)R.J1O>T"@;(1$G6J-2)EHETR59Z%/ MDF:M49!EO5*.9=13C&;P48MG_U"(9_].AVC_3(9H_TN%9_])A6?_285G_TF% M9_])A6?_2?]2%`'_7PX`_VL+`/]U#`#Y?@T`\(4.`..+$`#6CQH`S(XN!,.+ M/0V[ATH8M(-5(JU^7BNG>V$"9$7"NA@&0SG'QM.I=Y=4"2=WU%CG6&2HIRD$Z&<9M1@F^G5']O MME5];\M6?&_K5'QP_U)[V__3GMO_TU[;O]+>V[_2WMN_TM[;O]+>V[_ M2_]7$0#_8PH`_W`'`/!\!0#W6D5'ATLU9V M=,A6=73H575U_5-U=/]1=7/_3W9R_TUVY91='JB5'%YL59O><56 M;GKF56YZ_%-O>?]1<'?_3W%V_TUQ=?],<77_3'%U_TQQ=?],<77_3/];#@#_ M:00`]G<``-V"``#0BP,`R9,%`,29!@"^GA``MI\D`JZ=-`BFFD$3GY9,'9B3 M52>1D%XOBXUE-X6*;3V`B'5#>X5^2':#B$QR@I-0;H"@4VM_KE5H?\)69W_C M56B`^E-I?O]1:GS_3VM[_TUL>?],;'G_3&QY_TQL>?],;'G_3/]>#`#_;`$` MYGH``-:&``#+CP(`Q)<$`+Z=!`"XH@X`L:,A`:FB,@>AGS\1F9Q*&Y*94R6+ MEEPMA9-C-7^1:SMZCG-!=8Q\1G"*A4MKB)%/9X>=4F2&K%1BAK]588;A5&&& M^5)CA/]098'_3V9__TUG?O],9W[_3&=^_TQG?O],9W[_3/]A"@#_;P``X'X` M`-")``#&DP$`OYL#`+BA`@"QI@L`JJ@>`:.G+P6;I3T/E*)(&8R?42*%G%DK M?YIA,GF8:3ETE7$_;Y-Y1&J2@TAED(Y,88^;3UZ.JE);CKU26H[>4EN-^%!< MB_]/7HC_3F"%_TQA@_]+88/_2V&#_TMA@_]+88/_2_]D!0#U=```VH(``,N. M``#!EP``N)X!`+&E``"IJP<`HZT:`)RL+`25JSH,C:A%%H:F3Q]_I%:)? M+W.@9C5MGFX[:)QW0&.:@45?F8Q)6YB93%>7J$Y5E[M/5)?<3E26]DY5E/]- M6)#_3%F-_TM;BO]*6XK_2EN*_TI;BO]*6XK_2O]H``#E>0``T8<``,62``"[ MG```L:(``*FI``"AL0(`F[,5`)6S*`*.LC8)AK!"$G^N3!MXK%0C?P``RHT``+Z8``"SH``` MJJ<``*&N``"7M@``D;H0`(RZ(P&%N3(&?K@^#G>V21=QM5(>:[-:)66R8BM@ ML6HP6[!S-5>O?3E3KHD]3ZV60$RMI4)*K;E#2:[80DBK]4-'JO]$2:7_1$N@ M_T1-G/]$39S_1$V<_T1-G/]$39S_1.IU``#2A@``PY,``+>=``"LI```HJL` M`)BS``".NP$`A<$,`('"'0![PBT#=<$Z"6_`11%IOT\88[Y7'EZ]7R-9O&@H M5;MQ+5&[>S!-NHZI3E%NK@Z1+K7.4.X]3M"MO\]0K/_/D2N_SY% MJ?\^1:G_/D6I_SY%J?\^1:G_/N!]``#)C0``NYH``*ZB``"CJ0``F+$``(ZY M``"$P0(`>B9'R(8I1,B4+$+(I"Y`R+@O/\G7+S_']3`]Q/\S.\/_-3R^_S8]N/\W M/;C_-SVX_S<]N/\W/;C_-]&&``#`E0``LI\``*6G``":KP``CK<``(._``!X MQP,`;L\'`&77#0!CV!T`8-@M`EO8.@17V$8)4]A0#4_861%+UV(51]=L&$37 M=QM!UX0>/MB3(#S8HR$[V;,%C7GG!+_("WB M_R`MXO\@+>+_(+J:``"JHP``G:L``)"T``"#O0``=\8``&O/``!?U@``5-X$ M`%'P$`!-\!L`2O`F`4;Q,`)"\CH#/O)#!#OS2P4X\U0'-O1="#/T:`DP]70+ M+O6!#"SVD0XJ]J(/*/>W$"?XUA$G]O01)O/_$2;Q_Q$E\?\3)?'_$R7Q_Q,E M\?\3)?'_$ZVA``"@J0``DK,``(2\``!VQ@``:<\``%W8``!1WP``2>X$`$;\ M#@!"_1<`/OXA`#O^*@$W_S,"-/\Z`C#_0@,M_TH#*_]3!"C_7`4E_V8%(O]S M!B#_@P MF`S_'J$-_QZI#O\>L`__';@/_QW!$/\=RQ#_'=L1_QWH$?\=\A'_'?P1_Q[_ M$?\>_Q#_'O\0_Q__$?\?_Q+_(?\3_R+_$_\B_Q/_(O\3_R+_$_\O*P'_+C`" M_S(O`O\S,0+_,C8#_R\^`_\K207_*58&_R=C!_\E<0C_)'X+_R.*#/\CE0[_ M(IX/_R*F$/\BK1'_(K41_R*]$O\BQQ+_(M03_R+E$_\B\!/_(OH3_R+_$_\C M_Q+_(_\2_R/_%/\D_Q7^)O\6_"?_%OPG_Q;\)_\6_"?_%O\P*@'_,2T"_S4K M`O\W+0+_-C(#_S0Z`_\R107_+U(&_RU@!_\L;0K_*GH,_RF&#O\HD1#_*)H1 M_RBB$O\GJA/_)[$4_R>Y%/\GPQ7_)\\5_R?A%?\G[17_)_@5_RC_%?\H_Q7_ M*/\6_R?_%_PI_QCV*_\9]"S_&?0L_QGT+/\9]"S_&?\Q*0'_-"D!_SDH`O\[ M*@+_/"X"_SHV`_\Y0@7_-T\&_S5<"/\S:0O_,78._S""$/\OC1+_+I84_RZ> M%?\MIA;_+:T6_RVU%_\MOAC_+HR_QWJ,O\=ZC+_'?\S*0'_."8!_STD`?]`)0+_ M02D"_T(S`_]!/@7_/TH&_SU7"?\[9`S_.7`/_S=]$O\VB!3_-9$6_S6:%_\T MHAG_-*D9_S.Q&O\SNAO_,\4;_3/3&_HSYAOW-/,;\S7^&_$T_QWP,_\?[C/_ M(../\AWCC_(?\U)P'_/2(!_T(@`?]&(`'_2"4" M_THO`_]).@3_1T8&_T52"?]#7PW_06L1_S]W%/\]@A?^/(P9_#R5&OL[G1SY M.Z4=^#JM'O8ZMA[U.L`?\SK.'_`ZXQ_K._$?Z#K](>8Z_R/D.O\EX3K_)=@\ M_R;0/?\FS3[_)LT^_R;-/O\FS3[_)O\Y)`'_01X!_T<;`?]+&P'_3R(!_U$K M`O]1-@3_3T$&_TQ-"?]+6@[\2682^$=R%O5%?1GS0X<;\4*1'>]"F1_M0:$@ M[$&I(>I`LB+H0+PBYT#*(^1!WR/@0>\DW$#\)]A`_RG4/_\JST#_*L="_RK" M0_\JP$/_*L!#_RK`0_\JP$/_*O\\(`'_11H!_TL7`?]1%P'_5A\!_U@G`O]8 M,0/_5SP%_%5("?925`[R4&$3[DYM%^I,>!OG2H(>Y4F,(.)(E2+@1YTDWD>E M)=Q&KB;:1;DGV$7&*-1%W"G/1NXJRT7[+`?MF)P'R9C$# MZF4]!N-C2@O<8%<2U5UB&=!:;1_,5W&L5@:"#!7G(FO5Q[*KI:A"ZW6(PQM%>5-+%5GC:O5*@X MK52S.JI3PCNH4]H[I53P/*)5_SRA5?\[G5;_.II7_SF75_\XEU?_-Y=7_S>7 M5_\WEU?_-_])%`#_4PX`_UP,`/]E#0#_:P\`^F\3`.QR&0#B=",!V',R`\YQ M0@G';4\2P6I:&KMG9"&W9&TGLV)V+*]??S"L7H1L`SWDN`L=W/@F_ M=$L1N7!6&K-M8"&O:FDHJF=R+:=E>C*C8X,VH&&,.9U@E3R:7I\_EUVJ095= MN$*37_$&.7_]`BU__/HI?_SV(7_\\B%__.XA?_SN(7_\[B%__ M._].$0#_6`H`_V,'`/IL!@#G4@1 MLG93&:QR72&G;V8HHVUN+I]J=S.;:'\WF&:(.Y5ED3Z18YM!CF*G0XQAM$6) M8<=%B&+E189B^D.&8_]"A&/_0(-C_SZ"8_\]@F/_/()C_SR"8_\\@F/_//]0 M#P#_6P<`_V8#`.QO`@#<=@,`U'P'`-&`"0#*@A0`PH,H`KJ!.0>S?D80K'M1 M&:9W6B&A=&,HG')K+IAOC1(1FL4:!9L-' M?V;A1W]G^$5^:/]#?FC_07UG_S]\9_\^?&?_/7QG_SU\9_\]?&?_/?]2#@#_ M70,`_6D``.%R``#6>@(`SG\%`,J#"`#%AA(`O(6`GEG=I+9)T<#..&O= M2'AL]D9X;/]$=VS_0G=K_T!W:O\_=VK_/G=J_SYW:O\^=VK_/O]4#`#_7P`` M\FP``-UV``#0?0(`R8,$`,2'!@"_BA``MXPC`;"*-`6IB$$.HH5,%YR!51^6 M?UXFD7QF+8QY;C*(=W8WA'5_.X!TB#]\'&>1G5PK$AS;[U)<7#927%P M]$=QD3P+F(](%)&,41R+B5HDAH=B M*H&%:3!\@G$U>(%Z.G1_@SYP?8Y";'R:16E[IT=F>KA(9'O02&1[\$=E>_]$ M9GK_0V=X_T%H=O\_:';_/VAV_S]H=O\_:';_/_];!`#W:0``W78``,V```## MB```NXX``+23`0"MEPD`IY@:`*"8+`.9ECH*DI1%$HR23QJ&CU_\_8WK_/V-Z_S]C>O\_8WK_/_]>``#I;0``UGD``,B$``"^C``` MMI,``*Z7``"FFP0`H)T7`)J=*0*3G#<(C)I#$(:831B`EE4?>I1=)G6292QP MD&PQ;(YU-F>-?CICBXD^7XJ505R)HT1:B;1%6(G+15B([418B/]#68;_05N# M_T!=@?\^78#_/EV`_SY=@/\^78#_/O]B``#D<0``SWX``,.(``"YD0``L)<` M`*>;``">H0``F*,3`).C)0&-HC0&AJ%`#8"?2A5YG5,<=)M:(V^98BAJF&HN M9I9R,F&5?#==E(8Z69*3/E:2H4!3D;)!4I+)0E*1ZT%2D/]`4H__/U6+_SY6 MB/\]5X?_/5>'_SU7A_\]5X?_/?EG``#==@``R8,``+V-``"SE0``J9L``*"@ M``"6IP``CZD/`(NJ(0&%J3`$?Z@\"GBG1Q)SI5`8;:-8'FBB8"1DH6>3)7G80V4YR1.5"3``"LF@``HI\``)FE``". MJP``A;`+`(&Q&P!\L2L"=[`X!W&O0PUKKDT49JU5&6&L71Y=JV4C6:IN)U6I M=RM1J((O3:>/,DJGGC5(IZ\V1Z?&-D:FZ39%I/XW1:/_-T:@_S=(G/\W29K_ M-TF:_S=)FO\W29K_-^)T``#*@P``O(\``+"8``"EG@``FZ0``)"K``"%L0`` M>K@$`':Y%`!RN24!;;DS!&BX/PACN$D.7K=2$UJV6AA6MF(<4K5K($ZT=21+ MM(`G2+..*D6SG2Q"LZXM0;/%+D&SZ2U`L/XO/Z__,3ZM_S)`J/\R0:;_,D&F M_S)!IO\R0:;_,M5\``#"B@``M98``*B=``"=HP``DJH``(>Q``!\MP``<+X# M`&C"#@!FPQT`8\,M`5[#.01:PT0(5L).#%+"5Q!/P5\42\%I%TC![_RDXN/\J.+;_*SBV_RLX MMO\K.+;_*\F%``"YDP``K)P``*"B``"4J@``B+$``'RX``!QO@``9L4#`%O+ M"`!7S1,`5LXC`%/.,@%0SCX#3<](!4G/4@A&SUL+0\]E#D#/;Q`^SWL3.\^) M%3G/F12P,]WE4$.M]?!CC?:0D7`#OJ(P`YZBX`-NLX`33K0@$Q[$L"+^U5`RWM7P,J[FL$*.YX!2;OB`8E M[YH'(_"N!R+QR`S_!R'K_P@@Z_\*'^K_"Q_J_PL?ZO\+'^K_"ZB? M``";I@``C:\``'^X``!QP0``9,H``%C0``!,U@``0=T``#CD```U]@P`,_<4 M`##W'@`N^"<`*_DP`"CY.`$F^D`!(_M)`2'[4@$>_%T"'/UI`AK]>0,8_HL# M%_^>`Q7_LP04_],$%/[T!!/\_P,3^O\#$_G_`Q/Y_P,3^?\#$_G_`YVE``"/ MK@``@+@``'+"``!DRP``5M,``$G:```^WP``-.0``"[T```K_PH`*/\0`"7_ M%P`B_Q\`'_\F`!S_+0`9_S0`%_\\`!3_1`$2_TX!$/]9`0[_9P$,_W4``"WJ```C[@``'/T``!C_```5_P``$?\$``__"P`-_PX` M"?\1``;_%0`#_QH``/\@``#_)@``_RX``/\W``#_00``_TT``/]<``#_;0`` M_X(``/^6``#_J```_[H``/_#``#_PP``_\,``/_#`/\D+P'_)2\!_R@O`?\G M,0'_)#8"_R`^`O\:20/_%U8#_Q5D`_\3<@3_$G\$_Q**!/\2E`3_$IT%_Q*D M!?\2K`;_$K,&_Q*Z!O\2PP;_$\X'_Q/?!_\3ZP?_$_8'_Q/_!_\3_P;_$_\& M_Q3_!_\4_PC_$_\(_Q7_"?\5_PG_%?\)_Q7_"?\E+@'_*2T!_RLL`?\K+@'_ M*3,"_R0[`O\?1@/_'5,#_QMA!/\9;@3_%WL$_Q>'!?\7D07_%YH&_Q>A!O\7 MJ0?_%[`'_Q>W"/\7P`C_&,H(_QC;"/\8Z`C_&/0(_QC]"/\9_PC_&?\(_QG_ M"?\9_PK_&/\+_QK_"_\:_PO_&O\+_QK_"_\F+0'_+"D!_RXH`?\O*@'_+2\" M_RDW`O\G0P/_)%`#_R)=!/\@:@7_'G<%_QZ#!O\>C0?_'I8'_QZ>"/\>I0G_ M'JP)_QZS"?\>O`K_'L8*_Q[3"O\>Y0K_'O$*_Q_\"OX?_PK]'_\+_!__#/P> M_PW\'_\.]R'_#O\-^2;Z#/8F_PWU)O\/]"7_$/0E_Q'R M)O\2[2?_$NTG_Q+M)_\2[2?_$O\N)@'_-"(!_S<@`?\Y(0'_."4!_SDO`O\X M.P+_-4<#_S-4!?\Q80;_+VT'_RYY"?\MA`K_+8T,_RR6#?\LG0W_+*4._2RL M#_PLM`_[++T/^2S)$/8LW1#S+>P/[RWX#^TM_Q+K+/\4ZBS_%>DL_Q;E+?\6 MX"[_%N`N_Q;@+O\6X"[_%O\R(P'_.!T!_SP;`?\^&P'_0"(!_T$K`?]`-@+_ M/D(#_SQ/!?\Y7`;_.&@(_39S"_LU?@SX-8@.]S21#_4TF1#S-*`1\C.H$O`S ML!+O,[D3[C/%$^LTUQ/G-.H2XS3W%.$T_Q?>,_\9W#/_&MLS_QK4-/\:SC7_ M&LXU_QK.-?\:SC7_&O\V'P'_/!D!_T$6`/]$%@#_1QX!_TDG`?](,@+_1CT# M_T1)!?I"5@?V0&()\C]N#.\]>0_M/(,0ZCR,$N@[E!/G.YP4Y3ND%>,ZK17B M.K86X#O"%M\[TA;:.^@7U#KV&M`Z_QS-.O\>RSK_'LHZ_Q_$._\?P#S_'L`\ M_Q[`//\>P#S_'O\Y&P'_0!4`_T41`/]*$P#_3AD`_U`B`?]0+`']3C<"]DM# M!/!)4`?K2%T*YT9I#>-%=!#@1'X3W4.'%=M"D!?809@8U4"@&=-`J1O10+(< MST"]'0>QD#T(,)`_R*_0/\CO4#_([M`_R.V0?\CLT+_(K-"_R*S M0O\BLT+_(O\]%P#_1!$`_TH.`/]0$`#_5!4`_U8=`/U6)@'S53$!ZU,]`^52 M2P;?4%@*VDYC#M1,;A/02G@6S4F!&:'\1&HR'"1JPBP$6W M([Y%Q22\1=PDN$;P);5&_R>R1O\GL$;_)ZY&_R>J1_\FITC_)J=(_R:G2/\F MITC_)O]`%`#_2`X`_TX+`/]5#@#_61$`_UP6`/1='P#J7"H!XELW`MI:1@72 M5U,+S%5>$,A3:!7$47(9P5!['+Y/A!^\38PBN4V5)+=,G2:U2ZY6&T;ME9V'[-5?B*P4X!@#O8@<`YV4*`.1F#@#69QD`S6@M`<5G/06_94H+N6-5 M$K1@7Q>P7FDB2F68(HI%B+*Z%6E"V?59TOG%6H,9I4M#.85,4S MEE3A-)-5]C.25?\RD5;_,8]6_S"-5O\NC%?_+8Q7_RV,5_\MC%?_+?])#@#_ M404`_UH!`.YB``#?9P,`V&H&`-5K"@#-;14`Q6XI`;YM.02W:T<+L6A2$:QF M7!BH9&4=I&)M(J%@=2:>7GXIFUV&+9A68WHJDV*#+I!@C#&-7Y4TBEZ@-H=>K3B%7;PY@UW4.8)> M\#B!7_\V@%__-(!?_S-_7_\Q?E__,'Y?_S!^7_\P?E__,/]-"0#_5@``[F$` M`-UI``#1;P``RG,#`,5U!@#`=A``N'@C`+%X,P.K=D$)I7-,$)]P5A>;;E\= MEFQG(I-J;R>/:'V+/.WIB[CEZ M8_\X>F/_-GEC_S1Y8_\R>6+_,7EB_S%Y8O\Q>6+_,?]/!P#_60``YF0``-=L M``#,@X`LGP@`*Q\,0.E>CX)GWA*$)IU4Q>5);70KA6Q\+X)JA3)_:8\U?&B;.'EGISIV9K8[=&;,/'-GZSMS9_\X M!+@*@?SP(FGU'#Y5Z41:0>%H@`` MNWX``+6!``"N@PD`J(4:`**%*P*;A#H'E8)%#I!_3Q6*?5@;AGM?((%Y9R5] M=V\J>G9W+G9T@#)S/)@&1CC0%BXQ`"X6*2A&`B%,8>X9;'7:%8R)R@VHG;H)R M*VJ`>R]G?X8S8WZ1-F!]GCE=?*XZ6WS!.UM\XSI;?/HX7'O_-UU[_S5>>?\T M7W?_,U]W_S-?=_\S7W?_,_Y<``#A:@``S74``,!^``"VA@``KHL``*6.``"; MD0``E9,1`)"4(@&+DS$#A9(]"7^12`]ZCU$6=8U9&W&,8"!LBF@E:(EP*62' M>2UAAH,Q786/-%J$G#97@ZPX58._.56#X3A5@ODW5H+_-5:!_S18?_\S67W_ M,EE]_S)9??\R67W_,N]@``#;;@``QWH``+N#``"RBP``J)```)^3``"4E@`` MC9D.`(F:'@"$FBX"?IDZ!WF710UTEDX3;Y56&&J37AUFDF4A8I%M)EZ/=BI; MCH$M5XV-,%2,FC-1C*HU3XR]-4^,WC5/B_IE``#2*+$Z6F"Y+EJ@P2I:\,4F6W#!)E/8P29/_,$F2_S!*D/\O2XW_+TN-_R]+ MC?\O2XW_+^)K``#*>0``O(4``+&/``"FE```FYD``)&=``"&H@``>J8#`':G M$P!SJ"0`;J@R`VJH/09EIT<+8:90#UVE6!19I&`85:-H'%*C<1].HGPC2Z&( M)DBAEBA%H*8J1*&Z*T.AVBI#G_4K0IW_*T*<_RQ"F_\L1)?_*T27_RM$E_\K M1)?_*]=R``##@```MHP``*J4``"?F0``E)X``(FC``!^J```<*X``&JP#@!H ML1T`9;$L`6&Q.`-=L$,&6;!,"E6O5`Y2KUT13JYE%4NN;QA(K7D;1:V&'D*L ME2`_K*4B/JVY(SVMV"(]J_4C/*G_)3NG_R8[IO\F.Z3_)CND_R8[I/\F.Z3_ M)LQZ``"[B```KI(``**9``"7G@``C*0``("J``!UKP``:;0``%ZY!@!;NA0` M6;LD`%:[,0%3NST#4+M'!4V[4`=*NED*1[IB#42Z;!!!NG<3/KF$%3RYDQZUADWN/0:-;;_'#2T_QXSL_\?,[+_(#.R_R`SLO\@,[+_(,&# M``"TD0``II@``)N>``"/I0``@JL``':Q``!KM@``7[P``%3!`P!,Q0T`2\49 M`$G&*`!(QC4`1<=``4/'2@-`QU,$/L==!CO'9P@YQW,*-\>`##3'D`TRQZ$. M,+(``&NY``!@OP``5,,``$K(`@!`S0<`.M(.`#G2 M&P`XTR@`-],U`#;40``TU4L!,]55`3'68`(OUFP#+==Z!"O8BP4JV)T%*-FQ M!B?:S08GU^\&)M3_"272_PLDT?\,(]#_#2/0_PTCT/\-(]#_#:Z6``"@G0`` ME*0``(:L``!YM```;+L``&#"``!4Q@``2,L``#[0```UU00`+=T*`"SA$P`K MXA\`*>,J`"CD-0`GY#\`)N5*`"3F50`CYF$!(>=N`2#G?@(>Z)`"'>FD`AOI MO`(:ZN("&N;\`AGE_P,9Y/\$&./_!1CC_P48X_\%&./_!:.=``"6I```B*P` M`'JU``!LO0``7\0``%/*``!'S@``/-,``#+:```JWP``)>X)`"/P$0`A\1D` M'_$B`!WR*P`;\S0`&?0^`!?T2``5]5(`$_9?`!+V;@$1]X`!$/B4`0_YJ@$. M^<8!#OGM`0WV_P$-]/\!#?/_`0WS_P$-\_\!#?/_`9FC``"+K```?+4``&V^ M``!?Q@``4LT``$72```YV```+]X``";B```?Z@``'/L&`!G_#@`7_Q,`%/\: M`!+_(0`0_R@`#O\P``W_.0`+_T,`"?].``;_7``$_VP``O^```'_E@``_ZT` M`/_*``#_\```__\``/__``#__P``__\``/__`(VK``!]M0``;K\``&#(``!2 MT```0]<``#?=```KX@``(N8``!GJ```5^0``$O\``!#_"``._PX`#/\1``G_ M%@`&_QP``_\B``#_*@``_S,``/\]``#_20``_U<``/]I``#_?@``_Y4``/^L M``#_QP``_^@``/_Z``#_^@``__H``/_Z`("U``!POP``8$``"GF```>Z@``%>X``!#X```._P``"_\```C_```$_P8``/\*``#_#@`` M_Q$``/\5``#_&P``_R,``/\K``#_-@``_T,``/]3``#_90``_WH``/^1``#_ MI@``_[@``/_/``#_SP``_\\``/_/`/\<+P'_("P!_R$L`?\>+@'_&C,!_Q0\ M`?\/1@'_#50"_PMA`O\);P+_"7L"_PF&`O\)D`+_"9D"_PF@`O\)IP+_":T" M_PFT`O\)O`'_"<4!_PG1`O\)XP+_">\"_PGY`?\*_P'_"O\!_PK_`O\*_P+_ M"O\"_PO_`_\+_P/_"_\#_PO_`_\?+0'_(RD!_R0I`?\B*P'_'C`!_Q@X`?\4 M0P'_$5`"_Q!>`O\.:P+_#G<"_PZ#`O\.C0+_#I4"_PZ=`O\.I`+_#JH"_PZQ M`O\.N0+_#L$"_P[-`O\.WP+_#NP"_P[X`O\._P+_#O\"_P__`_\/_P/_#_\$ M_Q#_!/\0_P3_$/\$_Q#_!/\C*@'_)B8!_R@E`?\G)P'_(RL!_QXS`?\;0`'_ M&4T"_Q9:`O\49P+_$W,"_Q-^`O\3B0/_$Y$#_Q.9`_\3H`+_$Z<#_Q.N`_\3 MM0/_$[X#_Q/)`_\3V@/_%.D#_A3V`_L4_P/Y%?\#^17_!/@5_P7X%?\&^!7_ M!O@5_P;X%?\&^!7_!O\F)@'_*B(!_RP@`/\K(@'_*"8!_RX< M_PGN'/\)[AS_"?\J(@'_+AT`_S`;`/\P'`#_,"(`_S`L`?\N-P'_*T0"_RA1 M`O\F70/_)&D#_R-U!/\C?P3^(X@$_2.1!?LCF`7Z(Z`%^".G!O@7S+(,&\2R,!N\LE`?M+)P(["RC".HLJPCI++,(YRR^ M">8LS`GB+>((WBWQ"MLL_@S6+?\.U"S_#](L_Q#1+/\0SRS_$,XM_Q#.+?\0 MSBW_$/\R&0#_-Q0`_SH1`/\\$@#_/QD`_T`B`/\^+0'_/#D!^CI%`O0X4@/P M-UX$[#9J!>DU=`;F-7X(Y#2'".(TD`G@-)@*WC2?"MPSIPO:,[`,V#.[#-4S MR0W2--\-SC3P#\HT_1+'-/\3Q33_%,,T_Q7#,_\5P#3_%;\T_Q2_-/\4OS3_ M%/\V%0#_.Q``_SX-`/]##P#_1A0`_T8<`/]&)@#V1#(![T(_`>E`3`/D/UD$ MWSYD!ML];PC8/'D*U#R"#-$[BPW/.Y,/S3J:$,LZHA').JL2R#JU$\8ZPA/$ M.M44P#OK%;PZ^Q>Y.O\8MSK_&;8Z_QFU.O\8LCO_&+$[_QBQ._\8L3O_&/\Y M$@#_/PT`_T,)`/](#`#_2Q``_TP5`/5,'P#K2BH`Y$DW`=U)1@+51U,$T$9? M",Q%:0O)1',-QD-\$,-"A!+!0HP3OT&5%;U!G1:[0*87ND"P&+A`O!FV0,P: MLT'F&J]!]QRM0?\=JT'_':E!_QRI0?\/&;%'EQNO1J`1_\?FT?_'II'_QZ:1_\>FD?_'O]`#0#_1@0` M_TP``/A2`@#H500`X54(`.)5#0#551D`S%1BJ3H$:J$V*':5,DA^C3)P@H4NF(I]+L2.=2\`DFTO8)9E+ M\"663/\DE4S_))1,_R.33/\BD4W_(9%-_R&13?\AD4W_(?]""@#_20``_U$` M`.97``#=6P$`U5P%`-);"0#+7!0`PUXH`+Q>.`*V748&L5M1"JU96P^I6&03 MIE9L%Z-5=!J@5'T=GE.%'YM2CB*94924+PHD5#0*(Y0["B- M4?XGBU'_)HM1_R6*4O\DB5+_(XA2_R.(4O\CB%+_(_]%!P#_2P``\%4``-]; M``#38```S&$#`,AA!@##81$`NV0D`+5D-`*O8T(%JF%."J5?5P^A76`4GEQH M&)M;E5B!(9-7BB205I,FCE6>*(M5J2J)5+"5O\E@5;_)(%6_R2!5O\D@5;_)/]'`P#_3P``YU@``-E@``#- M9```QF8!`,%F!`"[9@X`M&D@`*YI,0*H:#\%HV9*"I]E5`^:8UT4EV%E&)-@ M;1R07G4?CEU](HMUK_ M*GM;_RA[6_\G>UK_)GI:_R5Z6O\E>EK_)?])``#[4@``XUP``-)C``#':``` MP&L``+IK`@"U:PT`KFT=`*AN+@&C;3P%G6M("IEJ40^4:%H4D&9B&(UE:AR* M8W(@AV)Z(X1A@R:!8(PI?E^7*WM>HRUY7K$O=UW$+W5>XB]U7ODM=5__*W5? M_REU7_\H=5[_)G5>_R9U7O\F=5[_)O]+``#P50``WE\``,UG``##;```NV\` M`+5P``"O;PH`J'$:`*-R*P&=VQT M(WAJ?29T:8^,6EGW#!I9_4N:6?_+&EG_RIJ9_\I M:F;_*&IF_R=J9O\G:F;_)_]0``#G6P``TV8``,5N``"[`,`G7H4`)A[)0&3>S0#CGI`!XEX2@V$=E,2@'5;%WQS8AMXR9O;H4I;&V0+&ELG"YF;*HP9&R\,6-LV3!C;/0O8VS_+61L_RMD:_\I96K_ M*&5J_RAE:O\H96K_*/U3``#C7P``SFD``,%Q``"W=P``KWL``*=]``">?0`` MF'X1`).`(@".@#$"B7\^!H1]2`Q_?%$1>WI9%G=Y8!IS=V@>;W9P(6QU>"5I M=((H9G..*V-RFBY@<:@O7G&Z,%UQU#!=8@``RFT``+UU``"S>P``JX```**"``"8@0``D8,/ M`(V%'P"(A2X"@X0[!7Z#10IZ@4X/=8!6%'%_7AAN?68<:GQM(&=[=B-C>H`G M8'F+*EUXF"Q:=Z8N6'>X+U=WT2]7=_$N6';_+%AV_RI9=?\I6G3_*%IT_R=: M=/\G6G3_)^U9``#79@``Q7$``+EZ``"O@```IH0``)V&``"1AP``BHD,`(:* M&P""BRL!?8HX!'B)0@ATB$P-;X=4$FR%6Q9HA&,:9(-K'F&"="%=@7TD6H") M*%=_EBI5?J0L4GZV+5%^SBU1?>\L4GW_*U)\_RE3>_\H5'K_)U1Z_R=4>O\G M5'K_)^A>``#0:P``P'8``+1^``"KA0``H8D``)>+``")C0``@X\(`'Z0%P![ MD2XI3(3_*4R#_RA,@_\G38'_)DZ!_R9.@?\F3H'_ M)N%C``#)<```NWL``+"$``"FB@``FXX``)&1``"$DP``>I4"`'67$@!RF"(` M;Y@P`FJ7.P1FET4(8I9.#%^55@];E%T36)-E%U63;AI1DG@=3I&$($N0D2-) MD*$D1Y"R)D60RB9%C^TE18W_)46,_R5&B_\D1HK_)$:*_R1&BO\D1HK_)-AI M``##=@``M8$``*N*``"?CP``E9,``(J6``!^F@``<)T``&N?#@!HGQP`9J`J M`6*@-P)?GT$%6Y]*"%B>4@M4GEH.49UB$DZ<:Q5+G'482)N!&D6;CQU"FI\? M0)JP(#^:R"`_F>L?/YC_(#Z6_R$^E?\A/Y3_(3^4_R$_E/\A/Y3_(G:`Y$IW,10:9_%#ZFC18\IIT7.J:O M&#FFQQ@YI>H8.*/_&C>A_QLWH/\<-Y__'#>?_QPWG_\<-Y__',1X``"UA0`` MJ8\``)V5``"2F@``AI\``'JC``!NJ```8JP``%6P``!0L@X`3K(;`$VS*`!+ MLS4`2;,_`4:S20)$LU($0;-;!C^S9`@\LV\*.K-[##>SB@XULIH/,[.M$#*S MQ1`RLND0,;#^$C"N_Q0OK?\5+ZS_%B^L_Q8OK/\6+ZS_%KN!``"NC@``H94` M`)::``")H```?:8``'&K``!EKP``6;0``$ZW``!#O`4`0+T1`#^]'@`^OBL` M/+XV`#N_00`YOTL!-[]4`C7`7P(SP&H$,Y_PXGN?\.)[G_#K*,``"EE```F9H``(VA M``!_IP``RO\%'_P$1W?\!$=O_`A';_P(1V_\"$=O_`IZ:``"2H0``A*D``':Q``!HN``` M6[\``$[$``!"R```-\P``"W0```DU0``'-L``!7?!0`4Z0X`$NH4`!'K'0`0 MZR8`#NPP``[M.@`-[D8`"^Y3``KO8@`)\'0`"/&)``?RH``%\KH`!/'D``+Q M_0`"[_\``^W_``/M_P`#[?\``^W_`)6A``"&J0``>+(``&FZ``!;P@``3<@` M`$#,```TT0``*M8``"';```9X```$N0```_P`0`-^0H`"_H/``G[%0`'^QP` M!/PD``'\+```_#<``/Q"``#\4```_&$``/UU``#\C```_*0``/S!``#\ZP`` M_/\``/W_``#]_P``_?\``/W_`(FI``!YL@``:KL``%S$``!.S```/]$``#+7 M```GW0``'>$``!7E```.Z```"O$```C]```%_P,``?\)``#_#@``_Q(``/\7 M``#_'P``_R<``/\Q``#_/@``_TT``/]?``#_=0``_XT``/^F``#_P@``_^<` M`/_\``#__P``__\``/__`'RS``!LO```7<8``$[/```_U@``,=T``"7B```: MY@``$>H```SN```%\@```/\```#_````_P```/\```#_!0``_PH``/\.``#_ M$@``_Q@``/\A``#_*P``_SD``/]*``#_70``_W,``/^,``#_I```_[D``/_4 M``#_W@``_]X``/_>`/\8+`#_&2D`_QDH`/\5*P#_$#``_PLX`?\#1`'_`%$! M_P!>`?\`;`'_`'@!_P""`?\`C`'_`)0!_P"<`/\`H@#_`*@`_P"O`/\`M@#_ M`+X`_P#(`/\`UP#_`.<`_P#S`/\`_0#_`/\`_P#_`/\`_P#_`/\`_P#_`/\` M_P#_`/\`_P#_`/\;*0#_'28`_QPE`/\9)P#_$RP`_PXT`/\+0`'_"$X!_P5; M`?\#:`'_`G0!_P)_`?\"B`'_`I$!_P*8`?\"GP'_`:4`_P&L`/\!L@#_`;H` M_P'$`/\!T0#_`.0`_P#Q`/\`_`#\`?\`_`+_`/P#_P#\!/\!_`7_`?P%_P'\ M!?\!_`7_`?\?)@#_(2(`_R`A`/\>(P#_&"<`_Q,P`/\1/`'_#DH!_PU7`?\+ M8P'_"F\!_PIZ`?\*A`'_"HT!_PJ4`?\*FP'_"J(!_PJH`?\*KP'_"KX1^0'L$O\"ZQ/_`NH3_P/I$_\#Z1/_`^D3_P/I$_\#Z1/_ M`_\F'0#_*!@`_R@6`/\F%@#_)AT`_R8H`/\C-`#_($``_QU-`?\;60'_&64! M_AEP`?P8>@'Y&(,!]QB,`?88DP'T&)H!\QBA`?$9J`'P&;`"[AFZ`NT9Q@+J M&MD"YAKK`>(;^0+@&_\#WAS_!-T<_P7<'/\%W!S_!=L<_P7;'/\%VQS_!?\J M&0#_+1,`_RT1`/\M$0#_+AD`_RTB`/\L+@#_*3H`_R9'`?HD5`'V(V`!\B)K M`>\B=0+M(GX"ZR*'`NDBCP+G(I8"Y2*>`N0BI0+B(JT"X2.W`M\CPP+=(]8" MV"3J`](D^07/)?\&S27_!\LE_PC*)?\(RB3_",HD_PC*)/\(RB3_"/\N%`#_ M,1``_S(-`/\T#@#_-10`_S4<`/\S)P#Z,30`\R]!`.XM3@'I+%H!Y2QE`N(L M<`+?*WD"W2N"`]HKBP/8*Y($U2N:!-,KH@31*ZH%SRNS!0VN0H$/K$*)$*I!D1*H09H3IT"D%*5`KQ6C0+P6H4#0%IY!ZA><0?P7 MFD'_%YA!_Q>80?\6ET'_%9=!_Q670?\5ET'_%?\[!@#_/P``^48``.5+``#< M3@``TTT$`-%*"0#*2A0`PDTG`+Q.-P&W3D4"LDU0!:],6@BK2V,*J$IL#:9) M=`^D27P1H4B$$Y]'C!6=1Y47FT:?&)E&JAF71K@:ED;*&Y-&YAN11_D;CT?_ M&HY'_QF.1_\8C4?_&(U'_Q>-1_\7C4?_%_\^`@#_0P``ZTL``-U1``#15``` MRE0!`,92!0#!41$`N5,B`+-5,P&N5$$"JE1,!:935@BB45\,GU!G#YU/;Q&: M3G<4F$Y_%I9-B!B33)$9D4R;&X]+IAV-2[,>BTO%'HE+XAZ'3/<>ADS_'85, M_QR%3?\:A4S_&85,_QF%3/\9A4S_&?]```#\1P``Y5```-56``#*60``PEH` M`+U8`P"X5PX`L5D>`*Q:+P&G6CT"HEE)!9Y84PF;5UL,EU9D$)55:Q*25',5 MCU-[%XU2A!J+48T M``"Q7`L`JUX:`*5@*P"@8#H"G%]%!9=>4`F47%@,D%M@$(U::!.+67`6B%AW M&(57@!N#5HD=@%:4'WY5GR%[5:TB>52](WA5UR-W5?(B=E;_('96_Q]V5O\= M=E;_''96_QMV5O\;=E;_&_]%``#L3@``VE@``,E>``"_8@``MV0``+%C``"K M80@`I&,7`)]D*`":93<"EF1#!9%C30B.854,BF!=$(=?91.$7FP6@5UT&7Y< M?1Q\6X8>>5J1('=:G2)T6:HD<%K_ M'7!:_QQP6O\<<%K_'/](``#G4@``TUL``,5B``"[9@``LV@``*QH``"E9@4` MGV<4`)II)0"5:30"D&A`!(QG2@B(9E,,A&5;$(%D8A-^8VH6>V)R&7AA>AQV M8(0>FB-N7J@E;%VX)6I>SB9I7NXD:5[_(FI>_R!J7O\?:E[_'FI> M_QUJ7O\=:E[_'?E*``#C50``SU\``,%E``"W:@``KVP``*=L``"?:@$`F6L1 M`)1M(@"0;C$!BVT]!(=L1P>#:U`+?VI8#WQH8!-X9V<6=F=O&7-F>!QP98$> M;62,(6ICF"-H8J8E9F*V)F1BS"9D8NPE9&+_(V1B_R%E8O\?96+_'F5B_QUE M8O\=96+_'?),``#?6```RF(``+UI``"S;@``JW```*)P``"9;@``DW`0`(]R M'P"*FY6#G9M7A)S;&45<&MM&&UJ=1MJ:7\>9VF* M(65HEB-B9Z0E8&>T)E]GR29>9^HE7F?^(U]G_R%?9O\?8&;_'F!F_QY@9O\> M8&;_'N]/``#:7```QF4``+IM``"P<@``IW4``)UT``"46VK_ M'NM3``#38```PFD``+9Q``"L=@``HWD``)EY``"-=P``AWD+`(-[&`!_?"@` M>WPU`G=[0`5S>DD(;WE1#&QX60]H=V$3979H%F)U57 M``#-9```OFT``+)U``"H>P``GWX``)-]``"'?0``@'\'`'R`%0!X@20`=8(R M`7&!/01M@$8':8!/"F9_5@UC?EX18'UF%%U\;A=:>W<:5WJ"'51ZCQ]1>9TA M3WFN(DYYPR)->.4B37?[(4YW_Q].=O\>3W7_'4]U_QU/=?\=3W7_'=]<``#( M:```N7(``*YZ``"E@```FH(``(Z"``"`@P``>84"`'2&$0!QB"``;H@N`6J( M.0)GAT,%8X=,"&"&4PM=A5L.6H1C$5>$:Q14@W4748*`&DZ!C1Q+@9L>28&L M'TB`P2!'@.,?1W_Z'DA^_QY(??\=27S_'$E\_QQ)?/\<27S_'-9A``#";@`` MM'@``*J```"?A0``E(<``(B'``![B0``<(P``&N.#0!HCQH`9H\I`&*0-0%? MCS\#7(](!5F.4`A6CE@+4XU@#E",:!!-C'(32HM]%DB*BAA%BID:0XJJ&T** MOQM!BN$;08CY&T&&_QM!A?\;0H7_&D*$_QI"A/\:0H3_&LUG``"\=```KWX` M`*6&``":B@``CHP``(*-``!UD```9Y0``&&5"`!>EQ0`7)P``JH4``)Z+ M``"4CP``B)(``'N4``!NEP``8IL``%>>``!2H`X`4:`;`$^A*`!-H30`2Z$^ M`4FA1P)'H5`#1*%8!4*A80<_H&L)/:!W"SJ@A0TXH)0.-J"F#S6@NQ`TH-T/ M-)WW$#.<_Q(SFO\2,YG_$S.9_Q,SF?\3,YG_$[UW``"O@P``HXL``)B1``"- ME0``@9D``'.<``!GGP``6Z(``$^F``!'J0@`1*H2`$.J'P!!JRL`0*LW`#^L M00`]K$H!.ZQ3`CFL7`,WK&<$-:QS!3*L@08PK)$'+JRC""VLN`DLK-D(+*KU M"BNH_PLJIO\,*J7_#2JE_PTJI?\-*J7_#;6```"HBP``G)$``)&6``"%G``` M>*```&NE``!?J```4ZP``$BO```]L@``-K4+`#2U%0`SMB$`,K8L`#&W-P`P MMT$`+[A+`"ZX50`LN&`!*KAM`2FY>P(GN8T");F?`R2YM`,CN=(#([?T!"*U M_P4AM/\&(;/_!R&R_P9`!C(K@`7R,L`%\;Q`1?$_P$6 MP_\"%L'_`Q;!_P,6P?\#%L'_`Z.1``"8F```BYX``'VE``!PJP``8K$``%:V M``!*N0``/KT``#3````JQ```(L@``!G,!``3T`H`$=(1`!#2&@`0TR4`#],P M``[4/``.U$@`#=56``W590`,UG@`#-:-``O8I``*V+X`"=GF``K6_@`+U/\` M"]+_``O2_P$+TO\!"]+_`9J8``".GP``@*8``'*M``!DM```5[H``$F_```] MP@``,L8``"C)```?S0``%]$``!'6```,VP4`"-X+``;?$0`%WQH`!.`D``+A M+@`!XCH``.-'``#D5@``Y&<``.5[``#FD@``YJH``.?(``#G\```Z/\``.C_ M``#H_P``Z/\``.C_`)&?``""IP``=*\``&6W``!7O@``2<,``#S'```PRP`` M)<\``!S4```4V0``#MT```GA```"Y0```.D&``#I#0``Z1$``.H8``#K(0`` M[2L``.\W``#Q10``\E8``/-H``#S?@``])<``/6P``#VT```]_,``/?_``#W M_P``]_\``/?_`(6G``!VL```9K@``%C!``!*R```.\P``"[1```CU@``&=P` M`!'@```,XP``!.<```#J````]0```/0```#U!0``]0L``/8/``#V%```^!T` M`/HG``#\-```_T,``/]5``#_:0``_X$``/^:``#_L@``_\\``/_M``#_^0`` M__D``/_Y`'BP``!HN@``6<,``$O+```[T0``+=@``"'=```6X@``#N8```CJ M````[0```/````#X````_P```/\```#_````_P```/\&``#_#```_Q```/\8 M``#_(@``_S```/]```#_4P``_VD``/^!``#_F0``_Z\``/_#``#_U0``_]4` M`/_5`/\3*`#_$R4`_Q$E`/\-)P#_!BT`_P`U`/\`00#_`$\`_P!<`/\`:0#_ M`'0`_P!^`/\`B`#_`)``_P"7`/\`G0#_`*0`_P"J`/\`L`#_`+<`_P#``/\` MS`#_`-\`_P#L`/\`^`#_`/\`_P#_`/\`_P#_`/\`_P#_`/\`_P#_`/\`_P#_ M`/\6)0#_%B(`_Q0A`/\0(P#_"B@`_P`P`/\`/0#_`$L`_P!8`/\`9`#_`'`` M_P!Z`/\`A`#_`(P`_P"3`/\`F@#_`*``_P"F`/\`K0#_`+0`_P"\`/X`R`#] M`-D`^P#I`/H`]@#Y`/\`^`#_`/@`_P#X`/\`^`#_`/D`_P#Y`/\`^0#_`/\: M(@#_&AX`_Q@=`/\3'@#_#B(`_PHL`/\'.0#_`T8`_P!3`/\`8`#_`&L`_P!V M`/\`?P#_`(@`_P"/`/\`E@#_`)T`_P"C`/X`J0#\`+``^@"Y`/<`Q`#U`-(` M\P#F`/(`]`#Q`/\`\`#_`.\`_P#O`/\`[P#_`/``_P#P`/\`\`#_`/\>'0#_ M'AD`_QP7`/\7&`#_$QX`_Q$H`/\.-`#_#$$`_PI.`/\(6P#_!V8`_P9Q`/\& M>@#_!H,`_@:+`/P&D@#Z!ID`^`:?`/8&I@#T!JT`\@:U`/`%P`#M!0+_P'D"_\!Y`O_`?\A&`#_(1,` M_R`1`/\;$@#_'!H`_QHD`/\6+P#_$SP`_Q%)`/\050#\#F$`^0YK`/8.=0#T M#GX`\@Z&`/`.C@#N#I4`[0Z;`.L.H@#J#JH`Z`ZS`.8/O0#E#\P`X0_C`-T0 M\P#9$?\!UA+_`=03_P'3$_\"TA/_`M(3_P+2$_\"TA/_`O\E$P#_)1``_R0- M`/\C#@#_(Q0`_R(>`/\?*0#_'#4`^1E#`/083P#O%UL`[!=F`.D7<`#F%WD` MY!>!`.(7B0#@%Y$`WQ>8`-T7GP#;%Z<`V1BQ`-88NP#4&`2S M-(`%L32(!K`TD`:N-)D'K#2B"*LTK`FI-+D)IS3*"J4UY0JA-?@+GS7_#)TU M_PR=-?\+G#7_"YPU_PN<-?\+G#7_"_\S`@#_-0``]CH``.4^``#<0```U#T$ M`-(W"0#+.!4`PSHF`+T]-@"X/D0!M#Y0`;$]6@.N/6,$K#UK!:D\5$HE&H!2'1JP5A4:[%H1&T1:"1^X6@$?_%7]'_Q1_1_\2?T?_ M$7]'_Q%_1_\1?T?_$?\[``#N0P``W$P``,Q1``#!5```N50``+11``"N30L` MJ$\9`*-1*0">4C"8Y/9@N,3FT-B4YU#X=-?A&% M38<3@DR1%8!,G!9^2ZD7?$NX&'M+S1AY3.L8>$S^%W=,_Q5W3/\4=TS_$W=, M_Q)W3/\2=TS_$O\^``#H1P``U5```,96``"\6```M%D``*U6``"G4P<`H505 M`)Q6)0"85S0!E%=``I!72@2-5E,&BE5;"8=48PN$5&H.@E-R$(!2>A)]4H,4 M>U&.%GA0F1AV4*89=%"U&G-0R1IQ4.@:<%'\&'!1_Q=P4?\5<%'_%'%0_Q-Q M4/\3<5#_$_5```#D2P``SU0``,%:``"W70``KUX``*=;``"A6`,`FUD2`)9; M(@"27#$!CEP]`HI<1P2'6U`&@UI8"8%98`Q^66<.>UAO$'E7=Q-V5H`5=%:+ M%W)5EAEO5:,:;52R&VQ4QAMJ5>8;:E7[&6I5_Q=J5?\6:E7_%6M5_Q1K5?\4 M:U7_%/)#``#?3P``RU@``+U=``"S80``JV(``*)@``";7```E5X0`)!@'P", M82X`B&$Z`H1@102!8$X&?E]6"7M>70MX764.=EQL$'-<=!-P6WT5;EJ(%VM: ME!EI6:$;9UFP'&59PQQD6>,<9%GZ&F19_QAD6?\795G_%659_Q1E6?\495G_ M%.]&``#:4@``QEL``+IA``"P90``IF8``)UC``"580``CV(.`(MD'`"'92L` M@V4W`7]E0@-\9$L&>&-3"'5C6PMS8F(.<&%J$&U@D1EC M7I\;85VN'&!=P1Q?7>$<7UWX&E]=_QA?7?\78%W_%F!=_Q5@7?\58%W_%>M* M``#45@``PUX``+9E``"L:0``HFD``)AG``"/90``B68,`(5H&0"!:2@`?FHU M`7II/P-V:4D%8IT; M7&*L'%IBOQQ98M\<66+W&EIB_QE:8?\76V'_%EMA_Q5;8?\56V'_%>=-``#/ M60``OV(``+-H``"I;0``GFT``)-K``"):0``@VL)`']M%0!\;B4`>&XR`75N M/0)Q;D8$;FU/!VML5@EH;%X,96ME#V-J;1%@:78476F!%EMHC1A89YL:5F>J M&U5GO1Q49]P<5&?V&E1F_QA59O\7567_%E9E_Q569?\55F7_%>)1``#*70`` MNV8``*]L``"F<0``F7```(YO``"#;@``?7`%`'AR$@!U!T`;'DK`&EY-P%F>4`# M8WE)!6!X40===U@)6W=@#%AV:`Y5=7$14G5\$U!TB!9-=)<72W.F&$ESN1E( M<]4927+S&$EQ_Q=*0``CW@``(1X``!W>0``;WP``&I]#0!G?AD`9'\F`&*`,@%?@#T"7(!& M`UI_3@57?U4'5'Y="5)]90Q/?6\.3'QY$4I\AA-'>Y0517ND%D1[MQ9#>](6 M0WKR%D-Y_Q5#>/\41'?_%$1V_Q-$=O\31';_$\U?``"[:P``KG0``*1\``"7 M?@``BGT``']^``!R?P``9H,``&&$"`!>AA,`7(.LPXVCLP.-HWO#C6+ M_PXUB?\/-8C_#S:'_P\VA_\/-H?_#[YM``"P>0``I8(``)F'``",B```?X@` M`'**``!FC0``6I$``%"5``!)EPD`1Y@3`$68(`!$F2L`0YDV`$&:0`!`FD@! M/II1`CR:6@(ZFF0#-YIO!369?08SF8P',9F=""^9L`@NF(\``&N2 M``!?E0``5)D``$F=``!`H```.J(-`#BC%P`WHR(`-J0M`#6D-P`TI$$`,Z5+ M`#&E5`$PI5X!+J5J`2RE>`(JI8@#**6:`R>EK00FI<8#)J3K!"6B_P4EH/\& M))__!B2>_PO+0`FL#<`);!!`"2P M2P`CL58`(K%C`"&Q<0`?L8(`'K*4`1RRJ0$;LL$!&['G`1NO_@(:K?\"&JS_ M`QJK_P,:J_\#&JO_`ZB(``";CP``D90``(2:``!VGP``:*(``%NE``!/J0`` M1*T``#FP```OLP``)K8``!ZY!0`8NPX`%[L6`!>\(``6O"H`%;TU`!2]0``3 MODL`$KY8`!*^9P`1OW@`$+^,`!#`H@`.P+H`#L#A``^]^P`/O/\`$+K_`1"Z M_P$0NO\!$+K_`9^/``"4E0``AYL``'FA``!KIP``7JP``%*Q``!%M```.K8` M`"^Y```EO```';\``!7#```/Q@4`"\H-``G*%``(RAT`!\HG``?*,@`&RSX` M!6``"*G```?*,``&ZJ``!@L```4K8``$6Y```YO```+K\``"/# M```;Q@``$\H```W-```(T0```=0)``#4#@``U14``-8>``#8)P``V3$``-L^ M``#<2P``W5L``-YN``#>A```WYL``-^T``#>V0``W_<``-__``#?_P``W_\` M`-__`(V=``!_I0``<*P``&&S``!3N@``1;\``#C"```LQ@``(@#^`(,` M_`"*`/H`D0#Y`)<`^`"=`/<`HP#U`*H`]`"R`/(`NP#Q`,@`[P#<`.X`[`#M M`/H`ZP#_`.H`_P#J`/\`Z@#_`.H`_P#J`/\`Z@#_`/\8&0#_%A4`_Q,3`/\. M$P#_"QH`_P#7,`VPU[`-D-@P#6 M#8H`U`V1`-(-F0#0#J``SPZI`,T.LP#+#K\`R@_0`,81Z0#"$OD`OQ/_`+T3 M_P&\$_\!O!/_`;P3_P&[$_\!NQ/_`?\B#`#_(00`_R```/\A!0#_'PP`_QP1 M`/88'`#L%2@`Y1,V`-\20P#9$T\`TQ1:`-`59`#-%FT`RQ9U`,D7?0#'%X4` MQ1B,`,08E`#"&9P`P!FE`+X9KP"]&KL`NQK+`+@;Y0&T'/8!LAW_`K`=_P*O M'?\"KAW_`JX=_P*N'?\"KAW_`O\F!@#_)0``_R8``/LG``#Q)0,`\"$+`.@< M$@#>&1T`U!LM`,T=/`#('TD`Q2!5`,$A7P"_(F@`O")P`+HC>`"Y(W\!MR.' M`;4CCP&T))P(CC;^"(PV_PB+-O\(BS;_!XHU M_P>*-?\'BC7_!_\O``#R-```XCP``-)!``#'0@``P$```+LZ`0"V-@X`L#D< M`*H[+`"F/#H`HSU&`)\]4`&=/5D"FCUA`Y@]:`26/'`%E#QW!I(\@`>1/(@' MCSN2"(T[G0F+.ZD*B3NW"X@[R@N%/.@+@SS["X(\_PJ!//\*@3S_"8$\_PB! M//\(@3S_"/\S``#L.@``VD,``,I'``"_20``MT<``+%"``"M/@H`ID`7`*)" M)P">0S4`FD1"`9=$3`&41%4"D4-=`X]#9`6-0VL&BT)S!XE">PB'0H0*A4&. M"X-!F0R!0:4-?T&S#GY!Q@Y\0>0.>D+Y#7E"_PQX0O\+>$+_"WA"_PIX0?\* M>$'_"O8V``#F0```T4@``,--``"Y3@``L4T``*E)``"D108`GT83`)I((P"6 M23(`DDH^`8]*2`*,2E$#BDE9!(=)8`6%26@'@TAO"(%(=PI_1X`+?4>*#7I' ME0YX1J(/=D:P$'5&PA!S1N`0=$``#/4``` MOU@``+-=``"H7P``G%T``));``"+6```A5H*`(%;%@!]7"0`>ETQ`'==/`%T M748"<5U.!&]<505L7%T':EQD"6A;;`ME6G4-8UI_#V%9BQ%>69@27%BG%%M8 MN!196=`465CP$UE8_Q%:6/\06EC_#EI7_PU:5_\-6E?_#>-(``#+4P``NUL` M`+!A``"D8@``EV$``(Y?``"%7```?UX'`'M?$P!X82$`=6(N`')B.0%O8D," M;&%+`VIA4P5G85H'96!B"6-@:@M@7W,-7EY]#UM>B1%979825UVE$U5=MA14 M76(#`'5D$0!R91X`;V8K`&QG-P%J9T`"9V9) M`V5F401B95@&8&5@"%UD9PI;9'`,66-[#E9CAA!48I024F*C$U!BM!-/8LP3 M3V+M$D]A_Q%/8?\04&#_#E!@_PY08/\-4&#_#=E/``##6@``M&,``*EI``"; M:```CV<``(1G``!Y90``A$DMGLA))9\D226?K M$DEF_Q!*9O\/2F7_#DME_PU+9/\-2V3_#=%4``"^7@``L6<``*9M``"7;``` MBFL``']K``!S:P``;6T``&AN#`!E<3H!7'%#`EEQ2P-7 M<5,$57!:!E)P8@=0<&L)3F]U"TMO@@U);H\/1VZ?$$5NL!%$;L<10VWJ$$1L M_P]$:_\.16O_#45J_PU%:O\-16K_##8`57@_`5-X2`)1>$\# M3W=7!$QW7P5*=V@'2'9S"45V?PM#=8T,076=#C]UK@X^=<4./77H#CYS_0T^ M``"U:0``J7$``)QU``"-=```@'0``'5T M``!I=@``7GD``%A\`0!4?0X`4GX:`%%_)@!/?S$`38`[`$R`0P%*@$L"2']4 M`D9_7`1#?V4%07]P!C]^?`@\?HH).GZ:"CE^K`LW?L,+-WWF"S=[_`LW>O\+ M-WG_"CAX_PHX>/\*.'C_"KYD``"P;P``I7@``)9Y``"'>0``>WD``'!Z``!D M?```6(```%"#``!+A0H`2(84`$>'(`!%B"L`1(@U`$.(/@!!B4(>`4UB(<&,XB8!S*'J@@P`` M4X<``$J+``!!C@(`/9`.`#N0&``ZD2,`.9$M`#B2-P`WDD``-I))`#234@`S MDUP!,9-G`2^3=`(MDH,#*Y*4`RJ2IP,HDKT$*)+A`R>0^@0GCO\%)XW_!2>, M_P4GC/\%)XS_!;%T``"E?@``F84``(J$``!]A```;X4``&.(``!8BP``38\` M`$.3```ZEP``,IH'`"Z;$``MFQH`+)PD`"N<+@`JG3@`*9U!`"B=2P`GGE4` M)IYA`"6>;@`CGGX!(IZ0`2">HP$?GKD!'I[=`1Z<^`(>FO\"'IG_`QZ7_P,> ME_\#'I?_`ZI]``">A0``DXL``(6*``!UBP``:(X``%N1``!0E0``1ID``#N= M```RH```*J,``"*F"0`?IQ$`'J<:`!VH)``J9@`6JG8`%:J)`!2JG@`3J[0`$JO3`!*H]0`3I_\!$Z7_`1.E_P$3I/\! M$Z3_`:.&``"7C```C9$``'V2``!ME0``8)@``%2<``!(H```/J0``#2G```J MJP``(:X``!FQ```2LP<`#[40``ZU%P`.M2$`#;4K``VU-@`,MD$`"[9.``JV M7``)MFP`"+9_``>VE``&MJH`!;;%``:VZ@`'M?\`"+3_``BS_P`)LO\`";+_ M`)J-``"0DP``A)@``'2<``!EH```5Z0``$NH``!`K```-;```"JS```AM0`` M&+@``!&[```,O@(`!L`+``+`$0`!P1D``,$B``#"*P``PC8``,-"``##4``` MQ%\``,1Q``#$AP``Q)T``,2U``#$V@``Q/8``,/_``##_P``P_\``,/_`).4 M``"'F@``>*```&JF``!```U8\``-6G``#6P@``UND``-;]``#6_P``UO\``-;_`(J;``![ MH@``;*D``%ZP``!0M@``0KH``#2]```HP0``'<0``!3'```-RP``!LX```#2 M````UP```-D```#:!0``W`L``-T0``#?%0``X1T``.,G``#E,P``YT(``.A4 M``#H9P``Z7X``.F7``#JKP``ZLX``.OO``#K_@``Z_\``.O_`'VC``!NJP`` M7[(``%&Z``!"P```-,,``"?'```;RP``$L\```O3```"V````-T```#A```` MY````.4```#G````Z0```.L'``#M#0``[Q$``/$9``#T)```]S$``/E!``#Z M50``^FH``/N$``#[G0``_+8``/S2``#][0``_?0``/WT`'&L``!AM0``4KT` M`$3$```TR0``)LT``!K2```0V```"-T```#A````Y0```.@```#L````[P`` M`/$```#S````]0```/<```#Y`0``^P@``/X.``#_%0``_R$``/\O``#_00`` M_U8``/]M``#_AP``_Z```/^V``#_R@``_]0``/_4`/\+(`#_!QX`_P`=`/\` M(`#_`"4`_P`N`/\`.P#_`$D`_P!6`/\`8@#_`&T`_P!V`/\`?P#_`(<`_P". M`/\`E`#_`)H`_P"@`/\`I@#_`*T`_P"U`/\`O@#_`,L`_P#A`/\`\`#^`/T` M_0#_`/T`_P#]`/\`_0#_`/P`_P#Y`/\`^0#_`/\-'0#_"QH`_P09`/\`&@#_ M`!\`_P`J`/\`-P#_`$4`_P!1`/\`7@#_`&@`_P!R`/\`>@#_`((`_P")`/\` MD`#_`)8`_P"<`/X`H@#\`*D`^P"P`/D`N0#X`,8`]@#9`/4`ZP#T`/D`\P#_ M`/(`_P#S`/\`\P#_`/,`_P#S`/\`\P#_`/\0&0#_#A4`_P@4`/\`%`#_`!D` M_P`E`/\`,@#_`$``_P!,`/\`60#_`&,`_@!M`/P`=0#Z`'T`^0"$`/<`BP#V M`)$`]`"7`/,`G@#R`*0`\`"L`.X`M`#M`,``ZP#/`.D`Y@#H`/4`Y@#_`.<` M_P#F`/\`Y0#_`.4`_P#E`/\`Y0#_`/\2%`#_$!``_PP/`/\#$`#_`!4`_P`@ M`/\`+`#_`#H`_P!'`/H`4P#W`%X`]`!G`/$`<`#O`'@`[0!_`.L`A@#J`(P` MZ`"3`.<`F0#E`*``XP"G`.$`L`#?`+H`W0#)`-L`X`#8`/``UP#^`-4`_P#4 M`/\`TP#_`-,`_P#3`/\`TP#_`/\5$`#_$@P`_PX)`/\+#`#_"1(`_P,:`/\` M)@#]`#,`]`!``.\`30#K`%@`Z`!A`.4`:@#B`'(`X`!Z`-X`@`#<`(<`V@". M`-@`E0#4`)P`T@"C`-``K`#.`+8`S`#$`,H`V0#(`.T`QP#[`,4`_P#$`?\` MPP'_`,0!_P#$`?\`Q`'_`/\8"P#_%04`_Q```/\0!@#_#PT`_PP4`/P''P#Q M`RL`YP`Y`.(`1@#>`5$`V@);`-4"9`#2`VP`SP-T`,T$>P#+!((`R@2)`,@% MD`#&!9@`Q`6@`,(&J0#!!K0`OP;!`+T(U0"[">P`N`O]`+8,_P"U#?\`M`W_ M`+0-_P"T#?\`M`W_`/\;!0#_&```_Q<``/\6``#[$P8`^A`.`.X,%@#C"2(` MV@DP`-,*/@#."TH`R@Q5`,<-7@#%#6<`P@YO`,$.=@"_#GX`O0^%`+P/C0"Z M$)4`N!"=`+<0IP"U$;(`LQ'``+(1U0"N$^X`JQ3^`*D5_P"G%?\`IQ7_`*84 M_P&F%/\!IA3_`?\?``#_'```^AX``.L>``#C'```WQ4%`-X.#0#3#A@`RQ$H M`,43-P#`%$0`O!9/`+D760"W%V$`M!AI`+,9<0"Q&7@`KQJ``*X:B`"L&Y`` MJQN9`*D;HP"G'*X`IAR\`*0=SP"A'NH!GA[\`9P?_P&;'_\!FA__`9H>_P&9 M'O\!F1[_`?\B``#_(0``["<``.`J``#4*0``S20``,H<"`#$&1(`O1PB`+<> M,0"S(#X`KR%)`*TB4P"J(UP`J"1D`*8D;`"D)',`HR1Z`*$E@@&@)8L!GB64 M`9TEG@&;)JH!F2:W`9@FR0*5)^8"DB?Y`I`H_P*/*/\"CB?_`HXG_P*.)_\" MCB?_`O\F``#R*0``XS$``-(T``#(-```P#```+LI`@"X(PX`L28<`*PH*P"H M*C@`I"M$`*$L3@"?+5<`G2U?`)LM9P&9+6X!F"YU`98N?0*4+H8"DRZ0`I$N MF@./+J8#C2ZS`XPNQ0.*+^$$AR_V!(4O_P2$+_\#A"__`X,O_P.#+_\#@R__ M`_LI``#K,0``V3@``,D\``"_/```MCD``+`R``"L+0L`IR\7`*(Q)@">,S0` MFC1``)@U2@"5-5,`DS5;`9$U8@&/-6D"C35Q`HPU>0.*-8(#B#6+!(8UE@2$ M-:(%@C6O!8$UP`9_-MP&?3;T!GLV_P5[-O\%>C;_!'HV_P1Z-?\$>C7_!/4M M``#D-P``T#\``,)#``"W1```K4```*3NL!W<[O`AV/-4(=#SQ"',\_P=R//\& M/0``R40``+Q(``"P20``ID8``)]!``";/0$`E3T0`)$_'0"-02L`BD(X`(=# M0@"$0TL!@D-3`8!#6P)^0F(#?$)I!'I"<05X0GH&=D&$!W1!CPAR09L(<$&I M"6]!N0IM0=`*;$'N"6M"_PAJ0O\':D'_!FI!_P9J0?\%:D'_!>TW``#60@`` MQ$D``+=-``"K30``H$H``)A'``"30@``CD,-`(E%&@"&1B@`@TTA0`GE(5P)W2%\#=4AF!'-';@5Q1W8&;T>`!VU&C`EK1I@*:4:F"V=& MM@MF1LP+94;L"V1'_PED1O\(9$;_!V1&_P9D1?\&9$7_!N@[``#01@``OTT` M`+-1``"E40``FDX``))+``"-1P``AT@+`(-*%@!_2R0`?4PQ`'I-/`!W344! M=4U-`G--50)Q35P#;TUC!&U,:P5K3',':4M]"&9+B0ED2Y8*8DND"V%+M`Q? M2\H,7DOJ"UY+_@I>2_\)7DK_"%Y*_P=>2O\'7DK_!^,_``#+20``O%$``+!5 M``"A5```EE(``(U0``"'3```@4T(`'U/$P!Z4"$`=U$N`'12.0!R4D(!;U)+ M`6U24@)K45D#:5%A!&=1:`9E4'$'8U!["&%0A@I?3Y,+74^A#%M/L@U93\<- M64_H#%A/_0M83_\)64__"%E._P=93O\'64[_!]]#``#'30``N%0``*Q9``"= M5P``D54``(A4``"!4```>U($`'=3$0!T5!X`<54K`&]6-@!L5D`!:E9(`6A6 M4`)F5E<#9%9>!&)59@5@56\'755X"%M4A`I95)$+5U2@#%53L`U44\4-4U/F M#%-3_`M34_\)5%+_"%12_PA44O\'5%+_!]I&``##4```M5@``*A;``"96@`` MC5@``(17``![5```=E8!`'%7#P!N61L`;%HH`&E:,P!G6ST!95M%`6-;30)A M6E4#7UI#%!8K@U/6,,-3ECD#$Y8 M^PM/5_\)3U?_"$]6_PA05O\'4%;_!]-*``#`5```LEP``*->``"570``B5P` M`'];``!V60``<%H``&M<#0!H71@`9EXD`&1?,`!B7SH`8%]#`5Y?2P)<7U(" M6E]:`UA?80557FH&4UYT!U%=?PE/78T*35V<"TM=K`Q*7<$,25WC#$E<^@I) M6_\)2EO_"$I:_PA*6O\'2EK_!\Y.``"\6```KF```)]A``"18```A5\``'M? M``!P70``:E\``&5A"@!B8A0`8&,A`%YD+0!<9#<`6F1``5AD2`%69%`"5&17 M`U)D7P109&<%3F-Q!DQC?0A)8HL)1V*:"D9BJ@M$8K\+1&+A"T1A^0I$8/\) M1&#_"$5?_P=%7_\'15__!\A2``"X7```JV0``)MD``",8P``@&,``'9C``!J M8@``8V0``%]F!@!;9Q$`66@=`%=I*0!6:C,`5&H\`%)J10%0:DP!3FI4`DQJ M7`-*:F4$2&EO!49I>@=$:8@(0FB8"4!HJ0H_:+T*/FC>"3YG]PD^9O\(/V7_ M!S]E_P<_9/\'/V3_!\-7``"S80``IVD``)9H``"'9P``>V<``'%G``!E:``` M7&H``%AL`0!4;@X`4F\8`%!O)`!.<"X`37`X`$MQ00!*<4D!2'%1`49Q60)$ M<&(#0G!L!$!P>`4^<(8&/&^5!SIOI@@X;[L(.&_;!SAN]@$0`07A-`3]X50$]>%X" M.WAH`CEX=`,W>(($-7B3!3-WI`4R=[D%,7C7!3%V]04Q=/\%,7/_!3%R_P4R M_\#*7O_`[%J``"E=```E78``(5U``!X=0``;74` M`&%W``!7>@``3'X``$.!```[A0``-8@)`#*)$0`QB1L`,(DE`"^*+P`NBC@` M+8M!`"R+2@`JBU0`*8M?`"B+:P`FBWH!)(N+`2.+G@$BB[,!(8S.`2&*\0$@ MB/\"((;_`B"%_P(AA?\"(87_`JMR``"A?```CWL``(!Z``!S>@``9GP``%M_ M``!0@@``1H8``#R*```TC0``+)$``":3#``DE!,`(Y0<`"*5)@`AE2\`()4X M`!^60@`>EDP`'998`!R69``:EW0`&9>&`!B7F0`7EZX`%9?)`!:5[@`6D_\! M%I+_`1:1_P$6D/\!%I#_`:5[``"9@P``B8$``'N```!L@@``7X0``%2(``!) MBP``/Y```#64```MEP``)9H``!V>`0`6H`P`%*$2`!2A&P`3H24`$J$N`!&B M.``1HD,`$*)/``^B7``.HVL`#:-]``VCD@`,HZ<`"J+```NBY@`,H/X`#9__ M``V>_P`-G?\`#9W_`)Z$``"2B0``@X@``'.(``!EBP``6(X``$R2``!!EP`` M-YL``"Z>```DH@``'*4``!6H```/JP0`"JX,``>M$@`&K1L`!:TD``2N+@`" MKCD``:Y%``"N4@``KF$``*YS``"NAP``KIT``*ZT``"NU0``K?0``*W_``"L M_P``J_\``*O_`):+``",D```>Y```&N2``!=E@``4)H``$2?```YHP``+Z<` M`"6K```P``O)$``+RI``"\Q```O.L``+O^``"[_P`` MN_\``+O_`)"2``"#F```L@``3[H``$#!```QQ0``(LD``!;.```-T@``!-@```#=````X0```.0` M``#H````ZP```.T```#O````\0```/,```#V````^`,``/H+``#]$0``_QL` M`/\I``#_.P``_T\``/]F``#_?P``_YD``/^O``#_PP``_]8``/_6`/\$'`#_ M`!D`_P`9`/\`'`#_`"(`_P`K`/\`.`#_`$8`_P!3`/\`7@#_`&D`_P!R`/\` M>@#_`((`_P")`/\`CP#_`)4`_P";`/\`H0#_`*@`_P"O`/\`N0#_`,4`_P#9 M`/X`[`#]`/L`^P#_`/L`_P#[`/\`^@#_`/0`_P#P`/\`\`#_`/\'&`#_`14` M_P`4`/\`%@#_`!L`_P`F`/\`-`#_`$(`_P!.`/\`6@#_`&0`_P!M`/\`=0#_ M`'T`_P"$`/\`B@#]`)``_`"6`/H`G0#Y`*,`^`"K`/<`M`#U`+\`]`#.`/,` MY@#Q`/8`\`#_`.\`_P#O`/\`[@#_`.X`_P#J`/\`Z@#_`/\+%`#_!A$`_P`0 M`/\`$`#_`!8`_P`B`/\`+@#_`#P`_P!)`/\`5`#^`%\`^P!H`/D`<`#W`'@` M]0!_`/,`A0#R`(L`\`"2`.\`F`#M`)\`[`"F`.H`K@#H`+D`YP#'`.4`W@#C M`/``X@#^`.``_P#@`/\`X0#_`.$`_P#A`/\`X0#_`/\-$`#_"0T`_P$,`/\` M#`#_`!(`_P`<`/\`*`#\`#8`^0!#`/8`3@#R`%D`[P!B`.P`:P#J`'(`Z`!Y M`.8`@`#D`(8`X@",`.$`DP#?`)H`W0"A`-L`J@#8`+0`U0#``-(`TP#0`.H` MS@#Z`,T`_P#-`/\`S0#_`,P`_P#,`/\`S`#_`/\0#`#_#`<`_P,"`/\`"`#_ M``X`_P`6`/8`(@#P`"\`[``\`.D`2`#E`%,`X0!<`-X`90#;`&P`UP!S`-0` M>@#2`(``T`"'`,X`C@#,`)4`R@"=`,@`I0#&`*\`Q`"[`,(`RP#``.4`O@#U M`+T`_P"\`/\`O`#_`+P`_P"\`/\`O`#_`/\1!0#_#@``_PH``/\(`0#_!`H` M^``0`.D`&@#C`"@`W@`U`-D`00#3`$P`SP!6`,L`7P#)`&8`Q@!N`,0`=`#" M`'L`P0""`+\`B0"]`)``O`"8`+H`H0"X`*L`M@"W`+0`QP"R`.``L0'R`*\" M_P"N`_\`K03_`*T$_P"M!/\`K03_`/\4``#_$```_P\``/(-``#J"@``Z0,) M`-T`$@#4`!\`S0$M`,@".@#$`T4`P`-0`+T$60"[!6$`N05H`+<&;P"U!G8` MM`=]`+('A`"Q"(P`KPB5`*T)G@"K":@`J@JU`*@*Q0"F"]\`I`WT`*(._P"@ M#O\`GP[_`)\._P"?#O\`GP[_`/\7``#_$P``[Q@``.09``#;%@``TA`"`,\) M"P#("!8`P0HD`+P,,@"W#3X`M`Y)`+$.4P"O$%L`K1!C`*L0:@"I$7$`J!%X M`*81@`"E$8@`HQ*1`*$2FP"@$Z8`GA.S`)P3PP";%-X`EQ;T`)46_P"4%_\` MDQ?_`)(7_P"2%O\`DA;_`/\:``#T'0``Y2,``-4E``#*)```PAT``+X6!`"[ M$!``M!,=`*\5*P"K%C@`IQA#`*4930"B&58`H!I=`)X;90"=&VP`FQQS`)H< M>P"8'(,`EQV-`)4=EP"3'J(`DAZO`)`>OP"/']@`C"#Q`8D@_P&((/\!AR#_ M`8<@_P&&(/\!AB#_`?H>``#K)@``VBT``,HP``"^+@``M2@``+`B``"N&PP` MJ!T7`*,?)@"?(3,`G"(^`)DC2`"7)%$`E219`),E8`"2)6<`D"9N`(XF=@"- M)G\`BR:(`8HGDP&()YX!AB>K`80GNP&#*-$!@"CN`7XI_P%]*?\!?"C_`7PH M_P%\*/\!?"C_`?4D``#C+@``SS4``,$X``"T-@``JS$``*4L``"B)@8`GB83 M`)DH(0"5*BX`DBLY`(\L1`"-+4P`BRU4`(DN7`"'+F,`ABYJ`80N<@&"+GH! M@2^$`7\OCP)]+YH">R^G`GHOMP)X+\P"=C#J`G4P_@)S,/\"#6` M`G8UBP-T-9<#CQ-`'@\50%W/%P!=3QC`7,\:@)Q/',"<#Q\`VX[ MAP-L.Y0$:CNA!&@[L05G/,4%93SE!60\^@1D//\#8SO_`V,[_P-C._\"8SO_ M`N4U``#-/P``O48``*Y'``"?10``E4,``(Y```")/```A#P*`(`]%`!]/B(` M>C\N`'A`.`!U04(`1HX% M7$6$8"`'1'$`!P2!L`;DDG`&M* M,@!J2SP`:$M$`&9+3`%D2U,!8DM:`F!+8@)?2VH#74MT!%M*?P592HP%5TJ: M!E5*J@=42KT'4TKP1.4X@%3%.7!DM3IP=) M4[H'2%/5!TA2\P9(4O\%2%'_!$E1_P1)4/\#25#_`\I(``"Y4@``JE<``)A6 M``"*50``?U0``'93``!L40``9U,``&)4"`!?5A(`75<>`%M7*0!96#,`6%@\ M`%991`!564P!4UE3`5%96P)/6&0"35AM`TM8>`1)6(8%1U>5!D57I09$5[@& M0UC2!D-7\@9#5O\%0U7_!$15_P1$5/\#1%3_`\9,``"U5@``I5H``)19``"& M6```>U@``'%7``!F5@``85@``%U9!`!96A``5UL;`%5<)@!373``4ETY`%%> M00!/7DD`35Y1`4Q>6`%*7F$"2%UK`T9==@-$78,$0EV2!4!=HP8_7;8&/EW0 M!CU<\04^6_\$/EK_!#Y:_P,^6?\#/UG_`\%0``"Q6@``H5T``)!<``""6P`` M=EL``&U;``!A6P``6UT``%9>``!28`T`4&$7`$YB(@!-8BP`3&,U`$IC/@!) M8T8`1V-.`$9C5@%$8UX!0F-H`D!C!P`,G@E`#%Y+@`P>3<`+WD_`"YY M2``L>E(`*WI<`"IZ:``H>G8`)GJ'`25ZF0$C>JP!(GK%`2)YZ0$B=_\!(G;_ M`2)U_P(B=/\"(W3_`JQH``"=;@``BFT``'ML``!O;```96P``%IN``!0<0`` M174``#UX```V?```+G\"`"F!#0`G@A0`)H(>`"6")P`D@B\`(X,X`"*#0@`A M@TL`((16`!^$8@`>A'$`'(2"`!N$E0`:A*D`&(3!`!B#Y@`8@?T`&8#_`1E_ M_P$9?O\!&7[_`:9P``"50``/WT` M`#>!```OA```)X@``""+!0`;C0X`&HT5`!F-'@`8CB<`%XXP`!:..0`5CD,` M%(]/`!./6P`2CVH`$8][`!"/CP`/CZ0`#H^[``V/X``.C?H`#XO_`!"*_P`0 MB?\`$(G_`*%Z``".>0``?G<``')W``!D>```6'L``$U^``!"@@``.88``"^* M```GC@``()$``!B5```2F`4`#IH.``V:%``,FAT`"YHF``N:,``*FCL`"9I& M``B:4P`&FV$`!9IR``2:A@`"FIL``)JQ``&9SP`"F?```IC_``27_P`%EO\` M!9;_`)F!``"'?P``>GX``&M^``!=@0``4(4``$6)```[C0``,9(``"B6```? MF0``&)T``!&@```,HP(`!J4*``&E$```I18``*8?``"F*```IC(``*<]``"G M2@``IU@``*=H``"G?```IY$``*:H``"FPP``I>D``*7\``"E_P``I/\``*3_ M`)&'``""A@``1``#'J0``Q\<``,?L``#'_@``Q_\``,?_`(.7``!Q MF@``89X``%*C``!%J0``.*X``"RS```@MP``%KH```Z]```&P````,,```#' M````R0```,H```#,````S0,``,X)``#0#@``TA,``-0;``#8)0``VS(``-U" M``#=5```WFD``-Z!``#>G```W[4``-_9``#?\P``W_\``-__`'>?``!HI@`` M6:T``$JS```[N```+;L``!^_```4P@``#,8```/)````S````-````#5```` MV0```-H```#<````W@```.````#B!0``Y`L``.<0``#J&```[20``/`R``#Q M1```\E@``/-O``#TB@``]*0``/2_``#TWP``]/,``/3T`&JH``!;KP``3+<` M`#V]```MP0``'\8``!/*```+S@```-(```#7````W````.````#E````YP`` M`.D```#K````[0```.\```#Q````\P```/8'``#Y#@``_!8``/\B``#_,P`` M_T<``/]=``#_=@``_Y$``/^I``#_O@``_]@``/_;`/\`&`#_`!8`_P`5`/\` M&`#_`!X`_P`G`/\`-@#_`$,`_P!/`/\`6@#_`&0`_P!M`/\`=0#_`'T`_P"$ M`/\`B@#_`)``_P"6`/\`G`#_`*,`_P"K`/\`M`#^`+\`_0#/`/L`YP#Z`/@` M^0#_`/D`_P#Y`/\`]0#_`.X`_P#I`/\`YP#_`/\`%`#_`!$`_P`1`/\`$@#_ M`!<`_P`C`/\`,0#_`#X`_P!*`/\`5@#_`&``_P!H`/\`<`#_`'@`_0!^`/P` MA0#Z`(L`^0"1`/@`F`#W`)X`]0"F`/0`K@#R`+D`\0#'`.\`X`#N`/(`[`#_ M`.P`_P#L`/\`ZP#_`.4`_P#@`/\`W@#_`/\#$`#_``X`_P`-`/\`#0#_`!,` M_P`>`/\`*P#_`#@`_P!%`/X`4`#[`%H`^`!C`/4`:P#S`'(`\0!Y`.\`?P#N M`(8`[`",`.H`D@#I`)D`YP"@`.8`J0#D`+,`X0#``.``TP#>`.L`W`#[`-L` M_P#:`/\`V@#_`-D`_P#4`/\`T@#_`/\'#0#_``D`_P`&`/\`"0#_``\`_P`8 M`/L`)0#X`#(`]0`_`/(`2@#M`%0`Z@!=`.<`90#D`&P`X@!S`.``>@#>`(`` MW`"&`-H`C0#7`)0`U`";`-(`I`#/`*T`S0"Y`,L`R0#)`.0`R`#V`,8`_P#% M`/\`Q@#_`,<`_P#'`/\`QP#_`/\*!@#_`0``_P```/\`!`#_``L`]``2`.\` M'P#J`"P`Y0`X`.(`0P#=`$X`V0!7`-0`7P#1`&<`S@!M`,P`=`#*`'H`R`"` M`,8`AP#%`(X`PP"6`,$`G@"_`*@`O0"S`+H`P@"Y`-L`MP#P`+4`_P"V`/\` MM0#_`+4`_P"U`/\`M0#_`/\,``#_!```_P```/X```#V``,`Z``-`.``%P#9 M`"0`T0`Q`,T`/`#*`$<`Q@!1`,,`60#``&``O@!G`+P`;@"Z`'0`N0![`+<` M@@"U`(D`LP"1`+(`F@"P`*0`K@"O`*P`O0"J`-``J`#K`*<`^P"F`/\`I@#_ M`*4`_P"E`/\`I0#_`/\-``#_!P``]`D``.H)``#B!```V@`'`,\`$0#(`!P` MP@`I`+X`-0"[`$``MP!*`+0`4P"R`%L`L`!B`*X`:`"L`&\`JP!U`*D`?0"H M`(0`I@"-`*0`E@"C`*``H0"K`)\!N0"=`\P`G`3H`)H&^0"9!_\`F`C_`)<( M_P"7"/\`EPC_`/\0``#W$```Z!0``-P5``#.$0``Q@T``,($"P"\`!0`MP$A M`+(#+@"N!3H`JP9$`*@(30"F"%4`I`E<`*(*8P"@"FH`GPMQ`)T+>`"<"X`` MF@R)`)D,DP"7#)X`E0VJ`)0-N`"2#;P"%'G<`@Q^``((? MBP"`'Y<`?B"C`'T@L@![(,4`>2'D`'2=\`'@HAP!V M*),`="B@`7(HKP%Q*<$!;RG@`6TI]P%L*?\!:RG_`6LI_P%K*/\!:RC_`>@H M``#0,@``P#@``*XW``"A-0``F#(``)(M``".*0``BR<,`(BU*`'@N40!W+E@`=2Y@`',O9P!R+V\`<"]Y`6\O@P%M+Y`! M:R^=`6DOK`%H,+X!9S#;`64P]0%D,/\!8S#_`6,O_P%C+_\!8R__`>(N``#* M.```NCT``*@\``":.@``D3<``(HS``"&,```@RX)`'\O$P![,!\`>#(K`'8S M-0!T,SX`S0$`'.XH"7#N7`EL[ MIP)9.[@#6#O2`U<[\0)6._\"5CO_`E8Z_P%6.O\!5CG_`=0W``#`00``KT0` M`)U#``"00@``A4```'X^``!Y.P``=#H``'$Z#@!M/!@`:STD`&D^+P!G/S@` M93]``&1`2`!B0$\`84!7`%]`7@%=0&8!7$!O`5I`>@)80(<"5D"5`E1`I`-3 M0+8#4D#/`U%`[P-00/\"4#__`E`__P)1/O\!43[_`<\[``"]10``JD<``)E& M``"+10``@40``'E"``!T/@``;S\``&M`#`!G014`94(A`&-#*P!A0S4`7T0^ M`%Y$10!=14T`6T54`%E%7`%8160!5D5M`51%>`)2184"4423`T]$HP--1;0# M3$7,`TM%[0-+1/\"2T3_`DM#_P),0O\"3$+_`LH_``"Y2```IDH``)5)``"' M2```?4<``'5%``!N0@``:4,``&5$"0!B11,`7T8>`%U'*`!<2#(`6D@[`%E) M0P!724H`5DE2`%1)60%326$!44EK`4])=@)-28("2TF1`TI)H0-(2;,#1TG* M`T9)[`-&2/\"1DC_`D='_P)'1O\"1T;_`L9#``"V3```HDP``)%,``"$2P`` M>4H``'!)``!I1@``9$<``%])!@!<2A``6DL;`%A,)0!63"\`54TX`%--0`!2 M34@`44Y/`$].5P!.3E\!3$YI`4I.3@``6%$``%12``!14PP`3E04`$Q5'P!+5BD`258R`$A6.@!'5T(`1E=* M`$174@!#5UH`05=D`4!7;@$^5WL"/%>+`CI7FP(X5ZT"-U?$`C=7YP(W5OT" M-U7_`C=4_P(W4_\".%/_`KI/``"I5@``E54``(54``!X5```;50``&14``!8 M5```4E8``$Y7``!*60D`1UH1`$9:&P!$6R4`0ULN`$)<-@!!7#X`/UQ&`#Y= M3P`]75<`.UUA`#I=;`$X77D!-EV(`31=F0(S7:L",5W"`C%7```BUP``'M;``!O6P``95L``%Q<``!17@``26`` M`$-B```\90``.&<*`#5H$@`T:!L`,VDD`#)I+0`Q:34`+VH]`"YJ1@`M:D\` M+&I9`"MK90`I:W(`*&N"`"9KDP`D:Z<`(VN]`")JX``C:?D!(V?_`2-F_P$C M9O\!)&7_`:Q@``"88```A6```'9?``!J7P``86```%=@``!-8P``1&8``#UH M```V:P``,&X$`"QP#@`J<14`*7$>`"AQ)@`GQ``'GL7`!Q['P`;>R@`&GLP`!E\.0`8?$,`%WQ.`!9\ M6@`5?&<`%'UX`!)]BP`1?9\`$'VU``]]U0`0>_4`$7G_`!%X_P`2=_\`$G?_ M`)YK``"*:@``>FD``&UI``!B:0``5VH``$QM``!#<```.70``#%X```I>P`` M(G\``!N"```4A0D`$880`!&&%P`0AQ\`$(P`!X3_``B#_P`)@O\`"8+_`)5Q M``"#;P``=&X``&EN``!<;P``4'(``$9U```\>0``,GT``"J!```BA0``&XD` M`!2,```/CP,`"I(+``:2$0`$DA@``I(@``&2*0``DC,``),^``"32P``DUD` M`)-I``"3>P``DI```)*F``"1OP``D>4``)#Z``"/_P``C_\``(__`(UW``!] M=0``<'0``&)U``!5>```27P``#^````TA```*XD``"*-```:D0``$Y0```Z7 M```)FP```9T(``"=#@``G1,``)X:``">(@``GRL``)\U``"@0@``H%```*!? M``"@<0``H(<``)^=``"?M0``GMH``)WV``"=_P``G/\``)S_`(9]``!X?``` M:7P``%M_``!.@P``08@``#:,```LD0``(Y8``!J:```2G@``#:$```:D```` MIP```*D#``"I"@``J@X``*L3``"L&0``K2(``*XK``"O-P``KT4``*]4``"O M9@``KWL``*Z4``"NJP``KLD``*[O``"M_P``K?\``*W_`(&$``!QA```88<` M`%.+``!&D```.98``"Z;```CH```&J0``!*H```,K```!*\```"R````M@`` M`+<```"W`@``N`@``+D-``"Z$@``NQ@``+TA``"^*P``P#@``,!(``#`6@`` MP6X``,&&``#!H```P;H``,'C``#`^0``P/\``,#_`'F-``!HD```690``$N: M```]H```,:4``"6K```:KP``$;,```NX```"NP```+X```#!````Q````,4` M``#&````QP```,@%``#*"P``S`\``,X5``#0'P``TRL``-4Z``#53```UF`` M`-AW``#8D@``V*P``-G)``#9[```V?L``-C_`'"9``!@G@``4:0``$.J```U ML```*+8``!RZ```1O@``"<$```#%````R````,L```#/````T@```-,```#6 M````V````-L```#=````WP<``.(-``#E$P``Z!T``.PJ``#M/```[5$``.YG M``#O@0``[YP``/"W``#PTP``\.P``/#T`&>F``!8K0``2;0``#JZ```JO@`` M',(``!#&```'R@```,X```#2````U@```-P```#@````XP```.0```#F```` MZ````.L```#M````[P```/("``#U"@``^!$``/P<``#_+```_S\``/]5``#_ M;@``_XH``/^D``#_N@``_]$``/_A`/\`%`#_`!(`_P`2`/\`%`#_`!D`_P`E M`/\`,@#_`#\`_P!+`/\`5@#_`&``_P!H`/\`<`#_`'@`_P!_`/\`A0#_`(L` M_P"1`/\`F`#_`)X`_@"F`/T`K@#\`+D`^@#(`/D`X@#X`/0`]P#_`/8`_P#V M`/\`[P#_`.<`_P#B`/\`W@#_`/\`$0#_``X`_P`.`/\`#P#_`!0`_P`@`/\` M+0#_`#H`_P!&`/\`40#_`%L`_P!C`/X`:P#\`',`^@!Y`/D`@`#W`(8`]@", M`/4`D@#S`)D`\@"@`/``J0#N`+,`[0#!`.L`U@#J`.X`Z0#^`.<`_P#G`/\` MY0#_`-T`_P#5`/\`T0#_`/\`#0#_``H`_P`(`/\`"0#_`!``_P`;`/\`*`#_ M`#4`_P!``/H`2P#V`%4`\P!>`/$`9@#N`&T`[`!T`.L`>@#I`(``YP"&`.8` MC0#D`),`X@";`.``HP#>`*T`W`"Y`-H`R@#7`.8`U`#X`-(`_P#2`/\`T@#_ M`,X`_P#)`/\`Q@#_`/\`"`#_``,`_P```/\``P#_``T`_``6`/<`(@#S`"X` M[P`Z`.P`10#H`$\`Y`!8`.$`8`#>`&<`VP!M`-D`=`#5`'H`TP"``-$`AP#/ M`(X`S0"5`,L`G@#)`*<`QP"S`,4`P@##`-P`P0#Q`+\`_P"_`/\`O@#_`+X` M_P"]`/\`NP#_`/\```#_````_P```/\```#V``@`[@`1`.<`&P#A`"<`W0`S M`-D`/@#3`$D`SP!2`,L`60#(`&$`Q@!G`,0`;0#"`',`P`!Z`+\`@`"]`(@` MNP"0`+D`F`"X`*(`M0"M`+,`NP"Q`,X`L`#J`*\`_`"M`/\`K0#_`*X`_P"N M`/\`K@#_`/\"``#_````_0```/(```#H````W@`,`-,`%0#,`"$`R``L`,0` M.`#!`$(`O0!+`+H`4P"X`%H`M@!A`+0`9P"R`&T`L`!T`*\`>@"M`((`K`"* M`*H`DP"H`)T`I@"H`*0`M0"B`,8`H0#C`)\`]@">`/\`G@#_`)X`_P">`/\` MG@#_`/\&``#[````[@4``.($``#5````RP`&`,,`#P"]`!D`N``E`+0`,0"Q M`#L`K@!%`*P`30"I`%4`IP!;`*4`8@"D`&@`H@!N`*$`=0"?`'P`G@"%`)P` MC@":`)@`F`"D`)8`L`"5`,$`DP#<`)(`\@"1`/\`D`#_`)``_P"/`/\`CP#_ M`/T*``#P#@``X1$``,X0``#"#0``NP<``+<`"@"Q`!(`K``>`*@`*0"E`#0` MH@`^`)\`1P"=`$\`FP!6`)D!7`"7`6,`E@)I`)0"<`"3`W@`D0.``)`$B@". M!)4`C`6A`(H%K@")!KX`APC8`(8)\`"$"O\`@PO_`(,+_P"#"_\`@PO_`/80 M``#F%P``TAP``,`:``"S%@``K!(``*@-``"F!PT`H@46`)T'(@"9"2X`E@HX M`)0+00"2#$H`D`Q1`(X-6`",#5X`BPUE`(D-;`"(#G0`A@Y]`(4.AP"##I,` M@0^?`(`0K0!^$+X`?1#;`'H1]`!X$O\`=Q+_`'<2_P!W$O\`=Q+_`.\7``#; M(0``QB0``+0C``"H(```H!P``)L7``"9$00`F`X0`),0&P"/$2<`C!(R`(D3 M/`"'$T0`A11,`(,44P"!%5H`@!5@`'X6:`!]%F\`>Q9X`'D7@P!X%X\`=AB< M`'08J@!S&;L`*```EB0``)`@``"-'```C!<,`(@8%@"$&B(`@1LM`'X<-P!\ M'4``>AU(`'D>3P!W'E4`=A]<`'0?8P!S'VL`<2!T`'`@?P!N(8L`;"&8`&LA MIP!I(K@`:"+/`&8B[@!E(_\`9"/_`&0B_P!D(O\`9"'_`.`F``#(+P``M#$` M`*,P``"6+@``C2L``(",I`'4D,P!S)3P` M<25#`'`F2P!N)E(`;2=9`&LG8`!J)V@`:2AQ`&P!E*(@`9"F5`&(II`!@ M*;4`7RG+`%XJ[`!<*O\`7"G_`%PI_P!<*?\`7"C_`-@L``##-0``K34``)TT M``"0,P``AC$``(`M``!\*P``>2@#`'8G$`!R*1H`<"HE`&TK+P!K+#@`:BQ` M`&@M1P!G+4X`92Y5`&0N70!C+F4`82]N`%\O>`!>+X0`7"^2`%HOH0%9+[(! M6##(`58PZ0%5,/X!52__`%4O_P!5+O\`52[_`-`Q``"].@``J#D``)SH``'0W``!O-0``;#,``&@T"@!E-1,`8C8>`&`W*`!>-S$`73@Z`%LX00!: M.4@`63E0`%``"U7D0`K5Z,`*E>X`"E7U@`I5O4`*57_`"I4_P$J4_\! M*E+_`:]1``"840``A5$``'90``!J4```8%```%A1``!.4@``1U,``$%5```[ M6```.%D*`#5:$0`T6AH`,ULB`#);*P`Q6S,`+UP[`"Y<0P`M7$P`+%Q6`"M= M8``I76T`*%U\`"9=C@`D7:$`(UVU`")=T@`B7/,`(EO_`"-:_P`C6?\`)%C_ M`*A5``"25```@%0``'%4``!F5```7%0``%15``!*5@``0U@``#Q;```V70`` M,&`%`"UA#@`K814`*F(=`"EB)0`H8BX`)V,V`"9C/@`E8T<`(V-1`")D7``A M9&D`'V1Y`!YDB@`<9)X`&V2S`!EDS@`:8_$`&V'_`!M@_P`<8/\`'%__`*%9 M``",6```>U@``&U8``!B6```65@``%!9``!'6P``/EX``#=@```Q8P``*F8` M`"1I"0`A:A``(&H7`!]J(``>:R@`'6LP`!QK.0`;:T(`&FQ,`!EL6``7;&4` M%FQT`!1LA@`3;)H`$FRO`!%LR@`1:^\`$FG_`!-H_P`3:/\`$V?_`)E=``"% M70``=5P``&A<``!>7```55P``$M>``!"80``.60``#)G```K:@``)&T``!YP M`0`70``?XX``'^C``!^NP``?>```'WW``!\_P``>_\``'O_`(EG``!X9P``:V8` M`&%F``!49P``26D``#]M```U<0``+'4``"1Y```=?```%H```!"#```,A@(` M!HD*``&)#P``B10``(H;``"*(P``BRP``(LW``"+0P``BU```(M?``"+<0`` MBX8``(N<``"*LP``B=,``(CS``"(_P``A_\``(?_`()M``!S;```:&P``%IM M``!.;P``0G,``#AW```N>P``)8```!V$```5B```$(P```N/```$D@```)0& M``"5#```E1```)85``"7'```F"0``)@N``"9.0``F4<``)E6``"9:```F7T` M`)F4``"8JP``E\@``);N``"6_P``E?\``)7_`'MT``!O@``.W\``#"$```FB```'8T``!22```.E@``"9D```&<````H````*$```"B M!@``H@P``*00``"E%```I1P``*P``67X``$N"```^AP`` M,HT``">2```=EP``%)P```Z@```'I````*@```"K````K@```*\```"P```` ML00``+,*``"T#@``M1,``+8;``"X)```NC$``+I```"Z4@``NV4``+M]``"Z MEP``NK$``+K2``"Z\P``N?\``+G_`&^#``!?A@``48L``$.0```VEP``*IT` M`!^B```5IP``#:P```6P````M````+<```"[````O@```+\```#`````P0`` M`,,!``#$!P``Q0T``,<1``#*&0``S20``,XS``#/1```T%@``-!N``#1B``` MT*0``-#!``#1Y@``T?@``-'_`&>/``!7E```29H``#NA```NIP``(:T``!:S M```.N```!KP```#`````PP```,8```#+````S0```,X```#0````T0```-0` M``#6````V@(``-P)``#?#P``XQ<``.8D``#G-@``Z$D``.E?``#J>```ZY0` M`.NO``#KS```[.@``.SV`%^>``!0I```0JL``#2R```FN0``&;X```["```$ MQ0```,H```#-````T0```-@```#;````WP```.````#B````Y````.8```#I M````ZP```.X```#Q!0``]0T``/D6``#\)0``_3D``/Y/``#_9P``_X(``/^= M``#_M0``_\L``/_D`/\`$0#_``\`_P`/`/\`$0#_`!8`_P`B`/\`+P#_`#L` M_P!'`/\`4@#_`%L`_P!D`/\`;`#_`',`_P!Z`/\`@`#_`(8`_P",`/X`DP#] M`)D`^P"A`/H`J0#X`+0`]P#"`/8`V@#U`/$`]`#_`/,`_P#S`/\`Z0#_`.`` M_P#8`/\`TP#_`/\`#@#_``L`_P`*`/\`"P#_`!$`_P`=`/\`*@#_`#8`_P!! M`/\`3`#_`%8`_@!?`/L`9@#Y`&T`]P!T`/4`>@#T`(``\@"&`/``C0#O`)0` M[0";`.P`I`#J`*X`Z0"Z`.<`S0#E`.D`Y`#[`.,`_P#B`/\`W@#_`-$`_P#, M`/\`R`#_`/\`"0#_``0`_P`!`/\`!`#_``X`_P`8`/\`)`#]`#``^P`[`/<` M1@#S`%``[P!9`.P`8`#J`&<`YP!N`.8`=`#D`'H`X@"``.``AP#>`(X`W`"5 M`-H`G@#6`*@`U`"S`-$`PP#/`-\`S@#T`,P`_P#+`/\`RP#_`,4`_P"_`/\` MO`#_`/\``@#_````_P```/\```#]``L`]P`3`/$`'@#M`"H`Z@`U`.<`0`#B M`$H`W0!2`-D`6@#5`&$`T@!G`-``;0#.`',`S`!Z`,H`@`#(`(<`Q@"/`,0` MF`#"`*$`P`"M`+X`NP"\`-``N@#M`+D`_@"X`/\`N`#_`+<`_P"S`/\`L`#_ M`/\```#_````_P```/D```#N``4`Y0`.`-X`&`#8`",`T@`N`,\`.0#+`$,` MQP!,`,0`5`#!`%L`OP!A`+P`9P"[`&T`N0!S`+<`>@"U`($`M`")`+(`D@"P M`)L`KP"G`*P`M`"K`,8`J0#D`*<`^`"F`/\`I@#_`*4`_P"E`/\`I`#_`/\` M``#_````]0```.H```#>````T``*`,@`$@#"`!T`O@`H`+L`,P"Y`#T`M0!& M`+(`30"P`%4`K0!;`*P`80"J`&<`J`!M`*<`P/_`'L$_P![!/\`>P3_`/$.``#>%0``Q14` M`+04``"I$0``H0X``)X*``";`PP`EP`3`),`'@"0`2D`C0(S`(H#/`"(!$,` MA@5+`(4&40"#!E<`@@=>`(`'9`!_"&P`?0AT`'P(?@!Z"8D`>`F6`'<*HP!U M"K,`!!:`'8080!U$&@`P!P$8<`;A&4`&P1H@!K$K(` M:1+'`&@3YP!F$_T`913_`&44_P!E$_\`91/_`-\>``#&)```L"0``*`C``"4 M(0``BQ\``(8;``"#%P``@A((`'\1$@!\$AT`>10H`'84,0!T%3H`!L#`'89#P!R&A@`;QPC`&T=+0!K'34`:1X]`&@>1`!F M'TL`91]2`&,@60!B(&$`82!I`%\A/@``BSX``'P^``!O/@``9CT``%X]``!8.P``4SH``$\[ M``!,/`@`23T1`$<^&0!&/R(`1#\J`$,_,@!"0#H`04!!`$!`20`^05$`/4%: M`#Q!9``Z07``.$%_`#=!CP`U0J$`-$*T`#)"S@`R0?``,D#_`#-`_P`S/_\` M-#[_`+%```":0```AT```'A!``!L00``8D```%M```!4/P``3C\``$I```!& M004`1$(.`$)#%@!`0Q\`/T0G`#Y$+P`\1#<`.T4^`#I%1@`Y14X`.$98`#9& M8@`U1FX`,T9\`#%&C0`P1I\`+D:S`"U&S``M1N\`+47_`"Y$_P`N0_\`+D/_ M`*Q#``"60P``@T,``'1#``!H0P``7T,``%=#``!00P``2$,``$1%``!!1@$` M/D<,`#Q($P`Z2!P`.4DD`#A)+``V230`-4H[`#1*0P`S2DP`,DI5`#!+7P`O M2VL`+4MZ`"Q+BP`J2YT`*$NQ`"=+R@`G2^T`)TK_`"A)_P`H2/\`*4?_`*=& M``"11@``?T8``'!&``!E1@``6T8``%1&``!,1P``1$@``#]*```[2P``-TP) M`#5-$``S3A@`,DX@`#%/*``P3S``+T\X`"Y/0``L4$@`*U!2`"I07``H4&@` M)U!W`"50B``D4)L`(E"O`"%0R``@4.L`(4__`")._P`B3?\`(TW_`*%)``", M20``>DD``&Q*``!A2@``6$H``%!*``!)2P``0$P``#M.```U4```,5($`"U3 M#0`L5!0`*E0<`"E5)``H52P`)U4S`"95/``E5D4`)%9.`")660`A5F4`'U9T M`!Y6A0`<5I@`&U:L`!E6Q0`95ND`&E7_`!M4_P`;4_\`'%+_`)M-``"&30`` M=4T``&A-``!=30``5$T``$U.``!%3P``/%$``#93```Q50``*U@``"9:"0`C M6Q``(EL7`"%<'P`@7"<`'UPN`!U<-P`<74``&UU*`!I=50`876$`%UUP`!5= M@0`4794`$UVJ`!%=P@`17><`$EO^`!-:_P`36O\`%%G_`)11``"`40``<%$` M`&11``!940``45$``$E2``!!4P``.%8``#)9```K6P``)5X``!]A`P`:8PP` M&&01`!=D&0`69"$`%60I`!1E,0`393H`$F5$`!%E4``095T`#V5K``YE?0`- M99$`#&6E``IDO``*9.``"V/Y``QB_P`-8?\`#6'_`(U5``!Z50``:U4``%]5 M``!650``3E4``$17```\60``-%P``"Q?```F8@``'V4``!EH```3:P4`$&T- M``YN$@`-;AH`#&XB``QN*P`+;C0`"FX^``AN2@`';E<`!FYE``1N=@`";HH` M`&V?``!MM@``;-8``&SS``%K_P`":O\``VK_`(5:``!T6@``9EH``%Q9``!3 M60``2%H``#]=```V8```+F,``"9G```?:@``&6T``!-Q```.=`,`"G<*``5W M$``!=Q4``'<<``!W)```>"T``'@W``!X0P``>%```'A>``!X;P``>(0``'B9 M``!WL```=LT``'7P``!U_P``=/\``'3_`'Y?``!N7P``8EX``%E>``!-7P`` M0F(``#EE```P:```)VP``!]P```8=```$G<```U[```(?@```H`(``"!#0`` M@1$``((7``"#'@``@R8``(0P``"$.P``A$@``(17``"$:```A'P``(23``"# MJ@``@L4``('K``"!_@``@/\``(#_`'=E``!I9```7V,``%)D``!'9P``/&L` M`#%O```H$0``GQ8``*`>``"B*```HC4``*-$``"C50``HVD``**```"BF@``H;,` M`*#8``"@]@``G_\``)__`&YQ``!?<@``474``$1Y```W?@``+(0``"&*```7 MCP``$)0```J9```!G0```*````"D````IP```*@```"I````J@```*P&``"M M"P``KQ```+`5``"R'@``M"D``+0Y``"T2@``M5T``+5S``"UC@``M:@``+3& M``"S[0``LO\``++_`&9Z``!7?0``28(``#R'```OC@``(Y0``!B:```0GP`` M":0```"I````K0```+````"T````MP```+@```"Y````NP```+P```"^`@`` MP`@``,(.``#$%```QQX``,@L``#)/0``RE```,IF``#*?P``RIL``,JX``#* MW0``RO4``,K_`%Z&``!/BP``09$``#.8```GGP``&Z4``!&K```)L````+4` M``"Y````O0```,$```#&````R````,D```#+````S````,X```#0````T@`` M`-0%``#9#```W1(``.$>``#B+@``XT(``.17``#E;P``YHP``.:H``#EQ0`` MY><``.;V`%:4``!(FP``.J(``"RI```?L```$[8```N\````P0```,4```#) M````S0```-(```#6````V@```-L```#>````X````.(```#D````YP```.D` M``#M````\`H``/01``#X'P``^3(``/I(``#[7P``_'H``/V7``#]KP``_<<` M`/WD`/\`#@#_``T`_P`,`/\`#@#_`!,`_P`>`/\`*@#_`#8`_P!"`/\`30#_ M`%<`_P!?`/\`9P#_`&X`_P!T`/\`>@#_`($`_0"'`/P`C0#Z`)0`^0"<`/<` MI0#U`*\`]`"\`/,`SP#Q`.P`\`#^`.\`_P#O`/\`XP#_`-<`_P#.`/\`R@#_ M`/\`"@#_``8`_P`$`/\`"`#_`!``_P`9`/\`)0#_`#$`_P`]`/\`1P#^`%$` M^P!9`/D`80#V`&@`]`!N`/,`=`#Q`'H`[P"!`.X`AP#L`(X`Z@"6`.@`GP#F M`*D`XP"U`.(`Q@#@`.,`WP#X`-T`_P#=`/\`U`#_`,D`_P#"`/\`O@#_`/\` M`P#_````_P```/\``0#_``T`_P`4`/T`(`#Z`"L`]P`V`/,`00#O`$L`[`!4 M`.@`6P#F`&(`XP!H`.$`;@#?`'0`W`!Z`-H`@0#8`(@`U`"0`-(`F`#/`*(` MS0"N`,L`O`#)`-,`QP#P`,8`_P#$`/\`Q`#_`+L`_P"V`/\`LP#_`/\```#_ M````_P```/\```#W``@`\``0`.L`&@#G`"4`Y``P`.$`.P#<`$4`U0!-`-$` M50#.`%L`RP!B`,D`9P#'`&T`Q0!S`,,`>@#!`($`OP")`+T`D@"[`)P`N0"G M`+<`M0"U`,@`LP#F`+(`^P"Q`/\`L`#_`*X`_P"J`/\`IP#_`/\```#_```` M_@```/$```#E``(`W``-`-,`%`#-`!\`R@`J`,<`-`#$`#X`P`!'`+P`3@"Z M`%4`MP!;`+4`80"S`&<`L@!M`+``0!\`(0`>P"0`'D`G0!X`*P`=@"^ M`'4`W0!S`/0`#@`` MEPL``),&``"0``L`C``1`(D`&@"&`"0`@P`N`($`-@!_`#X`?0!$`'P`2P!Z M`%$`>0!7`'<`70!V`&0`=`!L`',!=0!Q`8``;P*-`&X"F@!L`ZH`:P.[`&D$ MU@!H!O$`:`?_`&<'_P!G!_\`9P?_`-\4``##%P``KA<``)X6``"3%0``BQ(` M`(80``"$#`(`@P8-`(`#%`!\!1X`>0 M#O,`70[_`%T._P!=#O\`70[_`-0<``"Y'0``I!X``)4=``")'```@1H``'L7 M``!X$P``>!`&`'<-#P!S#A@`<`XB`&X/*P!L$#,`:A`[`&D00@!G$4D`9A%/ M`&015@!C$ET`81)F`&`2;P!>$GL`7!.(`%L3EP!9$Z<`5Q2Z`%84U0!5%?,` M5!7_`%05_P!4%?\`5!3_`,HB``"P(@``G2,``(TC``"!(@``>2$``',>``!O M&P``;A<``&T3#`!J%!0`9Q4>`&46)P!C%B\`81&$4`71A+`%P9 M4@!:&5H`61EB`%<:;`!6&G<`5!J%`%(;E`!1&Z0`3QNW`$X;T`!-'/$`3!S_ M`$P<_P!-'/\`31O_`,,F``"J)P``EB<``(L`.BW_`#HM_P`Z+/\` M.BS_`+(P``";,0``B#(``'DR``!M,@``9#(``%TQ``!8+P``52P``%$L``!/ M+0D`3"T1`$HN&0!)+R(`1R\J`$8P,0!%,#@`0S`_`$(Q1P!!,4\`0#%7`#XQ M80`],FT`.S)[`#DRBP`X,IP`-C*O`#4RQP`T,ND`-#+_`#4Q_P`U,?\`-3#_ M`*TS``"6-```A#4``'4U``!I-0``8#4``%DT``!4,P``4#```$PQ``!),08` M1S(/`$4S%@!#,Q\`0C0G`$`T+@`_-38`/C4]`#TU1``\-DP`.C95`#DV7P`W M-FL`-C9X`#0WB0`R-YH`,3>M`"\WQ0`O-^@`+S;^`#`U_P`P-?\`,#3_`*DV M``"2-@``@#<``'(X``!F.```73<``%8W``!0-@``2S0``$#T``&H]``!?/0``5CT``$\]``!)/0``0CT``#P^```Y/P``-D$(`#1!#P`R M0A8`,4(>`"]#)0`N0RT`+4,T`"Q$/``K1$0`*D1-`"A$6``G16,`)45Q`"-% M@@`B194`($6H`!]%OP`>1.,`'T3[`!]#_P`@0O\`(4'_`)H^``"%/P``=$`` M`&=```!<0```4T```$Q```!&0```/D$``#A#```T10``,$8#`"U'#0`K2!(` M*D@:`"E((@`H22D`)TDQ`"5).0`D24$`(TI*`")*50`@2F$`'TIO`!U*?P`; M2I(`&DJF`!A*O0`72N``&$GZ`!E(_P`:1_\`&D?_`)5"``"`0@``<$,``&-# M``!80P``4$,``$E#``!"1```.T4``#5'```P20``*TL``"9-"0`D3A``(DX6 M`"%/'0`@3R4`'T\L`!Y/-0`=3ST`'%!'`!I040`94%T`%U!K`!90?``44(\` M$U"D`!%0N@`14-X`$4_X`!)._P`33?\`%$W_`(]%``![1@``:T8``%]'``!5 M1P``34<``$9'```_1P``-TH``#%,```K3@``)E```"!3`P`<50P`&E81`!E6 M&``75B``%E8G`!56,``45CD`$U="`!)730`15UD`$%=H``]7>0`.5XP`#5>@ M``M7M@`+5M0`"U;T``Q5_P`-5/\`#E/_`(A)``!V2@``9TH``%M*``!12@`` M2DH``$-*```[3```,TX``"Q1```F5```(58``!M9```57`<`$5X-`!!>$P`0 M7AH`#EXB``Y>*@`-7C,`#%X]``M>2``*7E0`"%YB``=> ML0`"70X``'H3``![ M&0``?"```'TI``!],P``?4```'U.``!]7@``?7(``'V(``!\H0``?+H``'OB M``!Z^@``>?\``'C_`&U=``!@7```5UP``$M=``!`7P``-6,``"MG```C:P`` M&F\``!-S```.=P``"'L```)^````@@```(,!``"$!@``A0L``(8/``"($P`` MB1D``(HA``"+*P``BS<``(Q&``"+5@``BVD``(N```"+F0``BK,``(G8``"( M]P``B/\``(?_`&AC``!>8@``46(``$1E```X:0``+FX``"1S```:>```$WT` M``V!```&A0```(D```"-````D````)(```"2````E`4``)4*``"7#@``F!(` M`)H8``";(0``G"T``)T\``"=3```G%\``)QV``";D0``FZL``)K)``":\``` MF?\``)C_`&5I``!7:0``26P``#UQ```P=@``)7P``!N!```2AP``#(P```21 M````E0```)D```"=````H````*$```"B````I````*4!``"G!P``J0P``*H1 M``"M&```KR(``*\P``"O00``KU0``*]K``"NA0``KJ$``*Z^``"MY@``K/P` M`*S_`%YQ``!/=```0GD``#5_```HA0``'8P``!.2```,F````YT```"B```` MI@```*H```"N````L````+$```"S````M````+8```"X````N@0``+P*``"^ M$```P1<``,,D``##-0``Q$D``,1>``#%=P``Q9,``,6O``#%T0``P_(``,/_ M`%9\``!'@@``.H@``"R/```@E@``%)T```VC```#J0```*X```"R````MP`` M`+L```"_````P@```,(```#%````Q@```,@```#*````S0```,\```#2"``` MU0X``-L8``#=)P``WCH``-]0``#@:```X(0``.&A``#AO0``X>(``.#T`$Z+ M``!`D@``,ID``"6A```8J```#J\```6U````N@```+\```#$````R````,X` M``#1````U````-4```#8````V@```-T```#?````X@```.0```#G````ZP4` M`.\.``#T&0``]2L``/9!``#W6```^'(``/F0``#YJP``^,0``/CA`/\`"P#_ M``@`_P`)`/\`#`#_`!(`_P`:`/\`)@#_`#(`_P`^`/\`2`#_`%(`_P!:`/\` M8@#_`&D`_P!O`/\`=0#^`'L`_`"!`/L`B`#Y`(\`]P"7`/4`H`#S`*H`\@"W M`.\`R0#M`.8`[`#[`.L`_P#K`/\`W0#_`,X`_P#&`/\`P@#_`/\`!`#_```` M_P```/\`!0#_``T`_P`5`/\`(0#_`"P`_P`X`/\`0P#]`$P`^0!4`/<`7`#T M`&,`\@!I`/``;P#N`'4`[`![`.H`@@#H`(D`YP"1`.0`F@#B`*0`X`"P`-T` MP`#:`-P`V`#T`-4`_P#3`/\`RP#_`,$`_P"[`/\`MP#_`/\```#_````_P`` M`/\```#_``H`_0`1`/D`&P#V`"<`]``R`/``/`#L`$8`Z`!.`.0`5@#A`%P` MW@!C`-P`:`#9`&X`U0!T`-(`>P#0`((`S0"*`,L`DP#(`)T`Q@"H`,0`MP#! M`,P`P`#K`+X`_P"]`/\`O0#_`+0`_P"N`/\`JP#_`/\```#_````_P```/H` M``#R``4`Z@`.`.4`%@#@`"$`W0`K`-L`-@#3`#\`S@!(`,H`3P#'`%8`Q`!< M`,(`80#``&<`O@!M`+P`P"\`'H`VP!X M`/4`>`#_`'@`_P!X`/\`>`#_`.T```#1`@``NP(``*P!``"B````FP```)8` M!0"1``T`C0`4`(L`'0"(`"8`A@`N`(0`-@""`#T`@`!#`'X`20!]`$\`?`!5 M`'H`6P!Y`&$`=P!I`'4`<0!T`'P`<@"(`'$`E@!O`*4`;@"V`&T`S@!L`.X` M:P#_`&L`_P!K`/\`:P#_`-\+``#"#```K@P``)X,``"3"P``C`<``(@"``"% M``D`@0`0`'\`%P!\`"``>@`H`'@`,`!V`#@`=``^`',`1`!Q`$H`<`!0`&X` M5@!M`%T`;`!D`&H`;0!H`'<`9P"$`&4`D@!D`*$`8P"R`&$`R0!@`.D`8`#\ M`&``_P!@`/\`8`#_`-`0``"V$0``HA(``),2``"($0``@`\``'P-``!Y"0$` M>`,+`'4`$0!S`!H`<``C`&X!*P!L`3,`:@(Y`&D#0`!G`T8`9@1,`&4$4@!C M!5D`8@5A`&`%:@!?!G0`70:!`%P'CP!:!Y\`60>P`%<'Q@!6"><`5@K[`%4* M_P!5"O\`5@K_`,85``"M%P``F1@``(H8``!_%P``=A8``'$3``!N$```;0T% M`&T)#0!J"10`9PH=`&4*)@!C"RX`8@PU`&`,/`!?#$(`7@U(`%P-3P!;#58` M60U>`%@.:`!6#G,`50Z``%,.CP!1#I\`4`ZQ`$X.R`!-$.H`31#]`$T0_P!- M$/\`31#_`+P;``"E'```DAT``(,>``!W'0``;QP``&D:``!F%P``9!0``&00 M"`!B#Q``7Q`8`%T0(0!;$2D`6A$Q`%@2.`!7$CX`5A)%`%023`!3$U,`41-; M`%`390!.%'``3!1]`$L4C`!)%)P`1Q6N`$85Q0!%%>@`11;^`$46_P!%%?\` M117_`+4?``">(0``BR(``'PB``!Q(@``:"$``&(?``!?'0``7!H``%L7`@!: M%0T`5Q84`%46'0!4%R4`4A@M`%$8-`!/&#L`3AE"`$T92`!+&E``2AI8`$@: M8@!'&FT`11MZ`$,;B0!"&YH`0!NL`#\;P@`^'.4`/1S\`#X<_P`^&_\`/AO_ M`*\C``"8)```AB4``',0!)'S<`1Q\^`$8@10!%($T`0R!5`$(@7P!` M(6H`/R%W`#TAAP`[(9@`.2&J`#@BP``W(N,`-R+[`#H`#(GO@`Q)^$`,2?Y`#(F_P`R)O\`,R7_`*4I``"/ M*@``?2P``&\L``!D+0``6RP``%4K``!0*@``3"@``$HF``!')P0`1"<-`$(H M%`!!*!P`/RDC`#XI*P`]*3(`/"HY`#LJ0``Y*D@`."M0`#8K6@`U*V4`,RMR M`#$K@@`P+)0`+BRG`"PLO``K+-X`+"SX`"PK_P`M*O\`+2K_`*$L``"++0`` M>2X``&LO``!@+P``6"\``%$N``!,+@``2"P``$4K``!!*P``/RP+`#TL$0`[ M+1D`.BXA`#DN*``W+B\`-B\V`#4O/@`T+T4`,R].`#$P6``P,&,`+C!P`"PP M@``J,)(`*3"E`"`#,S)0`R,RP`,3,S`#`T.P`O-$,`+31,`"PT5@`J-6$`*35N`"0`:/XP`&#^@ M`!8_M0`5/M(`%C[S`!<]_P`8//\`&#S_`(XW``!Z.```:CD``%XZ``!3.@`` M2SH``$4Z```_.@``.3H``#(\```N/@``*4```"9!"``D0@X`(D(4`"%"&P`@ M0R,`'T,J`!Y#,@`<0SH`&T1#`!I$30`81%D`%T1G`!5$=P`31(H`$D2>`!%$ MLP`01-``$$/R`!%"_P`20O\`$T'_`(D[``!V/```9CT``%H]``!0/0``2#T` M`$(]```\/0``-CX``"]````J0@``)40``"%&`P`=2`P`&TD1`!E)%P`821X` M%TDF`!9)+@`52C8`%$I``!-*2@`12E8`$$ID``]*=``.2H<`#4J;``Q*L``* M2LH`"TGL``Q(_P`-1_\`#4?_`(,^``!Q/P``8D```%9```!-0```14```#]` M```Y00``,D(``"M%```F1P``(4D``!Q+```63@<`$U`.`!)0$P`14!D`$%`A M``]0*0`.4#$`#5`[``U11@`+45$`"E%?``E1;P`'4($`!5"6``-0JP`"4,4` M`T_H``-/^P`%3O\`!DW_`'U"``!K0P``740``%)$``!*1```0T,``#Q$```U M10``+D<``"=*```A3```'$\``!=1```25`,`#E<*``M8$``*6!4`"%@<``=8 M)``&6"P`!5@V``-80``!6$P``%A:``!8:0``6'P``%B1``!7IP``5\```%;E M``!6^0``5?\``%7_`'9'``!F1P``64@``$]'``!'1P``0$<``#A(```P2@`` M*4T``")0```<4P``%E4``!%8```-6P(`"5X)``1?#@``7Q(``%\8``!@'P`` M8"<``&`P``!@.P``8$<``&!4``!@8P``8'8``&"+``!?H@``7[L``%_B``!> M^0``7?\``%W_`&]+``!A3```54P``$Q+``!$2P``.TP``#).```K40``(U0` M`!Q7```66P``$5X```U@```(8P```F8'``!G#```9P\``&@3``!I&0``:B$` M`&HI``!J-```:D```&I-``!J70``:F\``&J%``!JG0``:;8``&C=``!H]P`` M9_\``&;_`&E1``!<4```4E```$I/```_4```-5,``"U6```D60``'5T``!9@ M```09```#&<```9J````;@```&\#``!P"```<0T``'(0``!T%```=1L``'8C M``!W+```=S@``'9&``!V5@``=F@``'9^``!VEP``=;$``'33``!S]0``<_\` M`'+_`&-6``!850``4%0``$15```Y6```+UL``"9?```=8P``%6<``!!L```* M<```!',```!V````>@```'P```!\`P``?@@``'\,``"!$```@A0``(0;``"% M)```AB\``(8]``"&30``A5\``(5U``"%CP``A*D``(/)``""\0``@?\``(#_ M`%];``!66@``25L``#U>```R80``)V8``!YK```5<```#G4```EY```!?@`` M`($```"%````B````(H```"+````C0$``(X&``"0"P``D0\``),4``"5&P`` MER8``)@``J)D``*BU``"GW0``I_@``*;_`%9H``!( M;```.G```"YV```B?0``%X0```Z*```'D````)8```":````GP```*,```"G M````J@```*L```"M````KP```+$```"S````M0```+@%``"Z#```O1(``,`< M``#`+0``P$```+]5``"_;@``OHL``+ZH``"^R0``O>\``+S^`$YT``!`>0`` M,G\``"6'```9C@``$)4```><````H@```*<```"L````L````+4```"Y```` MO````+T```"_````P0```,,```#&````R````,H```#-`@``T`L``-42``#6 M(0``US0``-A)``#98```VGP``-J:``#;M0``V]D``-OR`$:"```XB0``*Y`` M`!V8```2H```"J<```"N````M````+D```"^````P@```,@```#+````S@`` M`,\```#2````U````-8```#:````W0```-\```#B````Y@```.H*``#O$P`` M\"4``/(Z``#S40``]&L``/2)``#UI0``];\``/7=`/\`!@#_``,`_P`%`/\` M"P#_`!``_P`7`/\`(@#_`"T`_P`Y`/\`1`#_`$T`_P!5`/\`70#_`&0`_P!J M`/\`<`#]`'8`^P!\`/D`@P#W`(H`]0"2`/,`FP#P`*8`[@"S`.L`Q`#I`.0` MYP#Y`.8`_P#E`/\`TP#_`,<`_P"_`/\`NP#_`/\```#_````_P```/\``@#_ M``L`_P`2`/\`'0#_`"@`_P`S`/\`/@#\`$<`^`!/`/0`5P#Q`%T`[@!C`.P` M:0#J`&\`Z`!U`.8`?`#D`(,`X@"+`-\`E0#<`)\`V0"K`-4`NP#2`-0`SP#R M`,T`_P#,`/\`Q0#_`+H`_P"T`/\`L`#_`/\```#_````_P```/\```#_``8` M^0`/`/4`%P#S`"(`\0`M`.T`-P#G`$``X@!)`-\`4`#;`%<`UP!=`-0`8P#1 M`&@`SP!N`,P`=0#*`'P`R`"$`,4`C0#"`)@`P`"D`+T`L@"[`,8`N0#H`+@` M_0"W`/\`M@#_`*T`_P"G`/\`HP#_`/\```#_````_P```/4```#K``$`Y``, M`-X`$P#9`!P`TP`F`-$`,`#,`#H`R`!"`,0`2@#``%``O0!6`+L`7`"Y`&$` MMP!G`+4`;0"S`'0`L0!\`*\`A0"M`)``J@"<`*@`J@"F`+L`I0#:`*,`]0"C M`/\`H@#_`)X`_P":`/\`EP#_`/\```#^````[P```-\```#0````QP`'`,$` M#P"\`!<`N0`@`+<`*@"U`#,`L``[`*T`0P"K`$D`J`!/`*8`50"D`%H`HP!@ M`*$`9@"?`&T`G0!T`)P`?0":`(@`F`"4`)8`H@"4`+(`D@#)`)$`ZP"1`/\` MD`#_`)``_P",`/\`B@#_`/P```#L````V0```,<```"Z````L0`"`*L`#`"G M`!(`I``;`*$`)`"@`"P`G@`U`)L`/`"8`$,`E@!)`)0`3P"2`%0`D`!:`(\` M7P"-`&8`BP!M`(D`=@"(`(``A@",`(0`F@""`*H`@0"^`(``X`"``/D`?P#_ M`'\`_P!_`/\`?@#_`/$```#8````P@```+,```"H````H````)D`!P"5``X` MD@`5`)``'@".`"8`C0`N`(H`-@"'`#T`A0!#`(0`20""`$X`@0!4`'\`60!^ M`&``?`!G`'H`;P!Y`'H`=P"&`'4`E`!T`*,`<@"U`'(`SP!Q`/$`<`#_`'`` M_P!P`/\`<0#_`.$```#$````L````*(```"7````D0```(L``@"&``L`@P`1 M`($`&`!_`"$`?0`I`'P`,`!Y`#<`>``]`'8`0P!T`$D``&4`)@!C`"T`80`S`&``.0!?`#\`70!%`%P`2P!;`%(`6@!9`%@` M8@!7`&P`50!X`%,`A@!2`)8`40"G`%``NP!/`=L`3@+T`$X#_P!.!/\`3@/_ M`+@0``"A$@``CA,``'\3``!T$P``;!(``&<0``!E#@``8PL#`&,&#`!A!!$` M7@,9`%P$(0!;!2@`608O`%@&-0!6!SL`50="`%0'2`!3"$\`40A6`%`)7P!. M"6D`30EV`$L*A`!)"I0`2`JF`$<*N@!&"M@`10OS`$4,_P!%#/\`10S_`+`4 M``"9%@``AQ@``'@9``!M&```91<``%\6``!<$P``6A$``%H.!@!:#`T`5PP4 M`%4,'`!3#20`4@TK`%`-,0!/#C@`3@X^`$T.10!+#DT`2@Y5`$@/7@!'#V@` M10]U`$,0A`!!$)4`0!"F`#X0NP`]$-P`/1'V`#T1_P`]$/\`/A#_`*D9``"2 M&P``@1P``'(=``!G'0``7QP``%D;``!5&0``4Q8``%(3``!2$0H`4!`0`$X1 M&`!,$2``2A(G`$D2+@!($S0`1Q,[`$430@!$$TD`0Q12`$$46P`_%&4`/A5R M`#P5@0`Z%9(`.!6D`#<5N0`U%=@`-1;U`#86_P`V%O\`-Q7_`*,<``"-'@`` M>R```&TA``!B(0``6B$``%0?``!0'@``31L``$P9``!+%@8`218.`$<7%0!% M%QP`1!@D`$(8*@!!&#$`0!DX`#\9/P`]&48`/!I/`#H:6``Y&F,`-QMO`#4; M?@`S&Y``,ANB`#`;MP`O&],`+QSS`"\;_P`P&_\`,!O_`)T?``"((@``=R,` M`&DD``!>)```5B0``%`C``!+(@``2"```$8=``!%'`(`0QP,`$$<$@`_'1D` M/ATA`#P>)P`['BX`.A\U`#D?/``W'T0`-A],`#0@5@`S(&``,2!M`"\@?``M M(8X`+"&@`"HAM0`I(=``*2'R`"DA_P`J(/\`*R#_`)DB``"$)0`` M`#8C)0`U(RL`-"0R`#,D.0`R)$$`,"1*`"\E4P`M)5X`*R5K`"HE>@`H)8P` M)B6?`"0ELP`C)``C*HH`(2J= M`!\JL@`>*LP`'BKO`!\I_P`@*?\`(2C_`)`H``!\*@``;"L``%\L``!4+``` M3"P``$8L``!!*P``/"L``#@J```U*@``,BL#`#`K#``N+!$`+2P8`"PL'P`J M+28`*2TM`"@M-``G+CP`)BY%`"0N3P`C+EH`(2]G`!\O=@`=+X@`'"^;`!HO ML``8+\H`&"[M`!DN_P`;+?\`&RW_`(PK``!X+0``:"X``%LO``!1+P``22\` M`$,O```^+@``.2X``#0N```P+@``+2\``"LP"@`I,1``)S$5`"8Q'``E,B,` M)#(J`",R,0`A,SD`(#-"`!\S3``=,U<`&S-D`!HT=``8-(8`%C2:`!0SK@`3 M,\@`$S/L`!0S_P`5,O\`%C'_`(_\``'K_`%94``!.4P`` M0E0``#=6```L6@``(E\``!AC```1:```"VT```-R````=@```'H```!]```` M@````(,```"$````A@```(<"``")!P``BPP``(T0``"0%@``DA\``)(L``"2 M.P``DDT``)%B``"1>@``CY<``(^T``".X0``C/L``(S_`%59``!(6@``.UT` M`"]A```D9@``&6P``!%R```*=P```GT```""````A@```(L```".````D0`` M`),```"5````EP```)D```";````G00``)\*``"B#P``I!8``*8A``"F,0`` MID,``*57``"D<```HXX``*.K``"AT```H/4``)__`$YA``!`9```,VD``"=N M```;=0``$7P```N#````B0```(X```"3````F````)T```"A````I````*4` M``"G````J0```*L```"M````L````+(```"U"```N`X``+P6``"\)0``O#<` M`+M,``"Z9```N8$``+>B``"WP```M^H``+?\`$9K```Y<```*W<``!]_```3 MA@``"XX```&5````FP```*$```"F````JP```+````"S````MP```+<```"Z M````O````+\```#!````Q````,<```#*````S04``-$.``#4&0``U"L``-1` M``#36```TW0``-.2``#2L```TM,``-+R`#YY```Q@```(X@``!>1```-F0`` M`Z````"G````K@```+,```"X````O0```,(```#&````R@```,H```#-```` MSP```-(```#5````V0```-T```#?````XP```.<%``#K#P``[!\``.TS``#N M2P``[V0``.^"``#PGP``\;D``/'8`/\```#_````_P`$`/\`"0#_``X`_P`5 M`/\`'@#_`"D`_P`T`/\`/P#_`$@`_P!0`/\`6`#_`%X`_P!E`/T`:P#[`'$` M^0!W`/@`?@#V`(4`\P"-`/$`EP#N`*(`ZP"O`.@`P`#F`.``XP#X`.(`_P#; M`/\`RP#_`,$`_P"Y`/\`M`#_`/\```#_````_P```/\```#_``D`_P`0`/\` M&0#_`",`_P`N`/T`.0#Y`$(`]0!*`/(`4@#N`%@`ZP!>`.D`9`#F`&H`Y`!P M`.(`=@#?`'T`W0"&`-D`CP#5`)H`T0"G`,X`M@#+`,X`_^)]$$E#0U]04D]& M24Q%``P2R0#P`,<`_P#%`/\`NP#_`+0`_P"M`/\`J0#_`/\```#_````_P`` M`/\```#[``(`]@`-`/$`$P#M`!X`[``H`.D`,@#C`#L`W0!$`-@`2P#3`%$` MT`!8`,T`70#+`&,`R0!H`,8`;P#$`'8`P@!^`+\`AP"\`)(`N@"?`+<`K0"U M`,$`L@#D`+$`_0"O`/\`K`#_`*4`_P"@`/\`G`#_`/\```#_````^P```.X` M``#D````W``(`-,`$`#/`!@`RP`B`,D`*P#&`#0`P0`]`+T`1`"Z`$L`MP!1 M`+4`5@"R`%P`L`!A`*X`9P"L`&X`J@!V`*@`?P"F`(H`HP"6`*$`I0"?`+8` MG0#1`)P`\P";`/\`G`#_`)8`_P"3`/\`D`#_`/\```#V````YP```-,```#& M````O0`#`+@`#0"S`!,`L0`<`*\`)0"N`"X`J0`V`*8`/0"C`$0`H0!*`)\` M3P"=`%4`FP!:`)H`8`"8`&8`E@!N`)0`=P"2`($`D`".`(X`G`",`*T`B@## M`(D`Z`"(`/\`B0#_`(<`_P"%`/\`@@#_`/,```#C````S````+P```"P```` MIP```*$`"`">``\`FP`6`)D`'P"8`"<`E@`O`),`-P"1`#T`C@!#`(P`20"+ M`$X`B0!4`(<`60"%`&``A`!G`((`;P"``'H`?@"&`'P`E`!Z`*0`>0"X`'@` MV`!W`/<`>`#_`'@`_P!W`/\`=0#_`.8```#+````MP```*@```">````E@`` M`(\`!`"+``P`B``2`(<`&0"%`"$`A``I`((`,`!_`#<`?0`]`'P`0P!Z`$@` M>0!-`'<`4P!V`%D`=`!A`'(`:0!Q`',`;P!_`&T`C0!L`)T`:@"O`&D`R`!H M`.T`:0#_`&D`_P!I`/\`:0#_`-(```"X````I0```)<```"-````A@```($` M``!\``@`>0`.`'<`%`!V`!P`=``C`',`*P!Q`#$`;P`W`&X`/0!L`$,`:P!( M`&H`3@!H`%0`9P!;`&4`8P!C`&T`8@!X`&``AP!?`)8`70"H`%T`O@!<`.0` M7`#[`%P`_P!<`/\`7`#_`,(```"J`0``F`,``(D$``!_`@``>````'0```!P M``0`;0`,`&L`$0!I`!<`:``>`&8`)0!E`"P`8P`R`&(`.`!@`#T`7P!#`%X` M20!<`$\`6P!6`%H`7@!8`&@`5P!S`%4`@0!4`)$`4@"C`%$`MP!1`-8`40#U M`%$`_P!1`/\`4@#_`+8'``"?"0``C0L``'X,``!S"P``;`H``&@'``!E`P`` M8P`'`&$`#0!?`!,`70`:`%P`(0!;`"<`60`M`%@`,P!6`#D`50`_`%0`10!3 M`$L`40!2`%``6@!/`&0`30!O`$P`?0!*`(T`20"?`$@`L@!'`,P`1P#O`$8` M_P!'`/\`1P#_`*P,``"5#@``@Q```'40``!K$```8P\``%X.``!;#```6@D" M`%D$"@!7``\`50`5`%,`'`!2`",`40`I`$\`+P!.`#4`30$[`$P!00!*`D@` M20)/`$@"5P!&`V$`10-M`$,#>@!"`XL`0`.<`#\#KP`^`\@`/03J`#T%_``] M!O\`/@;_`*00``".$@``?!,``&X4``!D%```7!,``%82``!3$0``40X``%`, M!0!0"0P`3P<1`$T'%P!+"!\`20@E`$@)*P!'"3$`1@DX`$0*/@!#"D4`0@I- M`$`+50`_"U\`/0MK`#P+>0`Z#(H`.`R<`#<,KP`U#,<`-0SI`#4-_0`U#?\` M-@S_`)T3``"'%0``=A<``&D8``!>&```5A@``%`7``!-%0``2A,``$D1``!) M#@<`2`T.`$8-$P!$#1H`0PXA`$(.*`!`#BX`/PXU`#X//``]#T,`.Q!+`#H0 M5``X$%X`-A!K`#00>0`R$(H`,1"<`"\0L``M$,D`+1'L`"T1_P`N$?\`+Q#_ M`)<6``""&0``<1L``&0<``!9'```41P``$P;``!'&@``1!@``$,5``!"$P(` M01(+`$`1$``^$A<`/!(>`#L3)0`Z$RL`.!,R`#<3.0`V%$``-!1(`#,440`Q M%%P`,!5H`"X5=P`L%8@`*A6:`"@5K@`G%<<`)A7J`"<5_P`H%?\`*17_`)$: M``!]'```;1X``&`?``!6'P``3A\``$@>``!#'0``0!P``#X:```]&```.Q<' M`#D6#@`X%Q0`-A<;`#48(@`S&"@`,A@O`#$9-@`P&3T`+AE&`"T:3P`K&ED` M*AIF`"@:=``F&H8`)!J9`"(:K0`A&L4`(!KH`"$:_@`B&O\`(QK_`(T=``!Y M'P``:2$``%PB``!2(@``2B(``$0A```_(0``/"```#D>```X&P``-1P$`#0< M#0`R'!(`,!T8`"\='P`N'24`+1XL`"L>,P`J'CL`*1]#`"3```7ET``%YQ``!=B0``7:,``%S!``!;ZP`` M6O\``%K_`%9$``!+0P``0T(``#Q!```R0@``*44``"%(```:2P``$TX```Y2 M```*50```UD```!;````7@```&````!B`@``8P8``&4*``!F#@``:!$``&H7 M``!K'P``:RD``&LV``!K10``:U8``&IJ``!J@@``:9T``&B[``!GYP``9O\` M`&7_`%%(``!(2```048``#='```L2@``(TT``!M1```350``#ED```A=```! M80```&0```!G````:@```&P```!N````<````'(%``!S"0``=0T``'<1``!Z M&```>R$``'LN``!Z/0``>DX``'EB``!Y>0``>)8``'>S``!UX```=/P``'/_ M`$Y-``!'3```.TT``#!/```F4P``'%@``!-<```-80``!F8```!J````;P`` M`'(```!V````>0```'P```!]````?P```($```"#`@``A@<``(@,``"+$0`` MCA@``(XD``".,P``C40``(Q8``"+;P``BHP``(FJ``"(SP``AO<``(7_`$U1 M``!!4P``-%4``"E:```>7P``%&4```UJ```%<````'8```![````?P```(,` M``"'````B@```(T```".````D0```),```"5````F````)H%``"=#```H!$` M`*,:``"C*```HCH``*%.``"@90``H($``)Z@``"=P0``F^X``)K_`$99```Y M7```+6$``"%G```6;@``#G4```5[````@0```(<```"-````D@```)8```": M````G0```)\```"A````I````*8```"H````JP```*X```"Q`P``M`L``+@1 M``"Y'@``N2\``+A#``"W6@``M78``+27``"TM0``L>(``+#\`#]D```Q:0`` M)6\``!AW```/?P``!H<```".````E````)H```"@````I0```*H```"N```` ML0```+(```"U````MP```+H```"\````OP```,,```#&````R0```,X*``#2 M$P``TB,``-$W``#03P``SFH``,V*``#*JP``R\L``,OO`#=Q```I>```'8`` M`!&)```(D0```)H```"A````IP```*T```"S````N0```+X```#"````Q0`` M`,8```#)````S````,X```#2````U0```-H```#>````X0```.4```#J"P`` MZQ<``.HK``#J0P``ZEX``.IZ``#KF0``Z[4``.O5`/\```#_````_P`!`/\` M!P#_``T`_P`2`/\`&P#_`"4`_P`O`/\`.@#_`$,`_P!+`/\`4P#_`%H`_0!@ M`/L`9@#Z`&L`^`!R`/8`>`#T`(``\0")`.\`D@#L`)T`Z0"J`.8`O`#C`-P` MWP#W`-T`_P#,`/\`O@#_`+4`_P"P`/\`K0#_`/\```#_````_P```/\```#_ M``8`_P`-`/\`%`#_`!\`_P`I`/L`,P#W`#T`\P!%`.\`30#L`%,`Z`!9`.4` M7P#C`&4`X`!J`-T`<0#:`'@`U@"``-(`B@#/`)4`S`"B`,@`L@#%`,D`P@#M M`,``_P"[`/\`L`#_`*@`_P"D`/\`H0#_`/\```#_````_0```/H```#X```` M\``)`.P`$0#H`!D`YP`C`.4`+0#>`#8`U@`^`-$`1@#-`$P`R@!2`,@`6`#% M`%T`PP!C`,``:0"^`'``O`!X`+D`@0"W`(T`M`":`+$`J0"N`+P`K`#A`*H` M_`"H`/\`H`#_`)D`_P"6`/\`E`#_`/\```#Y````\@```.<```#;````T0`$ M`,H`#0#'`!0`Q``=`,(`)@"_`"\`NP`W`+<`/P"T`$4`L0!+`*X`40"L`%8` MJ@!<`*@`80"F`&@`HP!P`*$`>0"?`(0`G0"1`)H`H`"8`+$`E@#,`)4`\0"4 M`/\`D0#_`(L`_P"(`/\`A@#_`/<```#L````W@```,D```"\````M````*\` M"@"K`!``J0`7`*@`(`"G`"@`H@`P`)\`.`"<`#X`F@!$`)@`2@"6`$\`E`!5 M`),`6@"1`&$`CP!H`(T`<0"+`'L`B0"(`(<`EP"%`*@`@P"^`($`Y`"``/\` M@`#_`'P`_P![`/\`>0#_`.D```#7````P0```+$```"F````G0```)<`!0"4 M``T`D@`2`)``&@"/`"(`C@`J`(L`,0")`#@`AP`^`(4`0P"#`$@`@0!.`'\` M5`!^`%H`?`!A`'H`:0!X`',`=@!_`'4`C@!S`)\`<0"S`'``T`!O`/8`;P#_ M`&\`_P!M`/\`;`#_`-H```"_````K````)X```"3````C````(4```""``D` M?P`/`'X`%0!]`!P`?``D`'H`*P!W`#$`=0`W`'0`/0!R`$(`<0!(`&\`30!N M`%,`;`!:`&L`8@!I`&P`9P!X`&8`A@!D`)<`8@"J`&$`P@!@`.L`80#_`&$` M_P!A`/\`8`#_`,4```"M````FP```(T```"#````?````'<```!R``4`<``, M`&X`$0!L`!<`;``>`&L`)0!I`"P`9P`Q`&8`-P!D`#T`8P!"`&(`2`!@`$X` M7P!5`%T`70!<`&8`6@!R`%D`@`!7`)``5@"C`%4`N0!4`-X`5`#[`%0`_P!5 M`/\`50#_`+8```"?````C0```'\```!U````;@```&D```!F``$`8P`)`&$` M#@!@`!,`7P`9`%X`(`!=`"8`6P`L`%H`,@!8`#<`5P`]`%8`0P!5`$D`4P!0 M`%(`6`!1`&$`3P!L`$X`>@!,`(H`2P"<`$H`L0!)`,X`20#S`$D`_P!)`/\` M2@#_`*H!``"4!0``@@<``'0(``!J"```8P8``%X$``!;````60`%`%<`#`!6 M`!``5``5`%,`&P!2`"(`40`H`%``+0!.`#,`30`X`$P`/@!+`$4`2@!,`$@` M5`!'`%T`1@!H`$0`=0!#`(4`00"8`$``JP!``,4`/P#J`#\`_P!``/\`0`#_ M`*`(``"*"P``>0T``&P-``!A#0``6@T``%4+``!2"0``4`8``$\""`!.``T` M3``2`$L`%P!*`!X`20`C`$<`*0!&`"\`10`T`$0`.@!"`$$`00!(`$``4``^ M`%H`/0!D`#P`<@`Z`((`.0"4`#@`IP`W`+X`-@#C`#8`^0`V`/\`-P#_`)@- M``"##@```!@5^``9%/\`&A3_`((7``!O&@``7QP``%,= M``!*'0``0AT``#P=```W'```-!L``#$:```O&0``+A8``"P7"``K%@X`*1<3 M`"@7&0`G&"``)1@F`"08+0`C�`(AD]`"`91@`>&5$`'1E=`!L::P`9&GP` M%QJ/`!4:HP`4&;H`$AG;`!,9]@`4&?\`%1C_`'T:``!K'0``7!\``%`@``!' M(```/R```#D?```T'P``,1X``"T=```K'```*1L``"<;!0`E&PP`)!P1`"(< M%@`A'!T`(!TC`!\=*@`>'3(`'!XZ`!L>1``9'DX`%QY;`!8>:0`4'WH`$AZ- M`!$>H@`0'K@`#A[8``\>]0`0'?\`$1W_`'H=``!G'P``62$``$TB``!$(@`` M/"(``#8B```R(0``+B$``"H@```G(```)!\``"(@`@`@(`H`'B$/`!TA%``< M(1H`&R(A`!DB)P`8(B\`%R(X`!4C00`4(TP`$B-8`!$C9P`0(W@`#B.+``TC MGP`,([0`"R/0``LB\``,(O\`#2'_`'8?``!D(@``5B,``$LD``!!)```.B0` M`#0D```O(P``*R,``"@C```D(P``(",``!TD```;)0<`&28-`!`!0G)0`3)RP`$B0```'L```!]````@`,``(,(``"�``B1,``(H=``"* M*P``B3P``(A/``"&9@``A8$``(2@``""P@``@?```'__`$9+```Z3```+D\` M`"-3```86```$%X```ED````:0```&\```!T````>````'P```"!````A``` M`(<```"(````BP```(X```"0````DP```)8```"9!P``G0T``*$4``"@(0`` MH#$``)Y$``"=6P``G'8``)F6``"9M0``EN4``)7^`#]2```R50``)EH``!M@ M```19P``"6T```!T````>P```($```"&````BP```)````"4````EP```)D` M``"<````GP```*$```"D````IP```*H```"M````L08``+4-``"X%@``MR8` M`+8Y``"U4```M&H``+*)``"PJ@``KL\``*WU`#=<```K80``'F@``!-P```+ M>````(````"'````C@```)4```":````GP```*0```"H````K````*T```"P M````LP```+4```"X````NP```+\```##````QP```,L%``#1#@``T1L``-`N M``#/10``S5\``,M^``#)G@``R+X``,7I`"]I```C<```%GD```V!```!BP`` M`),```";````H@```*@```"N````M````+@```"]````P````,(```#%```` MR````,L```#.````T0```-8```#;````WP```.0```#H!@``ZQ$``.HC``#J M.@``Z50``.=R``#EDP``X[,``./4`/\```#_````_P```/\`!`#_``L`_P`0 M`/\`%P#_`"$`_P`K`/\`-0#_`#X`_P!'`/\`3@#_`%4`_`!;`/H`80#X`&8` M]@!M`/0``,,`K@#``,4`O0#K`+L`_P"P`/\` MI`#_`)P`_P"8`/\`E0#_`/\```#Z````]````/$```#R````Z@`%`.<`#@#B M`!4`X0`>`.$`*`#8`#$`T``Y`,L`0`#(`$<`Q0!-`,(`4P"_`%@`O0!>`+L` M9`"Y`&L`M@!S`+0`?`"Q`(@`K@"5`*L`I`"H`+@`I@#<`*,`^P"?`/\`E0#_ M`(\`_P"+`/\`B0#_`/D```#O````YP```-\```#/````R````,$`"@"_`!$` MO``8`+L`(0"Y`"H`M``R`+$`.@"N`$``JP!&`*@`3`"F`%$`HP!6`*$`7`"? M`&,`G0!J`)L`0!(`'@`3@!V`%0`=0!; M`',`8P!Q`&X`;P!Z`&T`B0!L`)H`:@"N`&D`S`!H`/8`9P#_`&4`_P!D`/\` M8P#_`,H```"T````H0```),```")````@@```'L```!X``4`=@`,`'4`$0!T M`!@`0!0`(H`3P">`$X`M`!-`-H`30#[`$T`_P!-`/\`30#_`*H` M``"4````@@```'4```!K````9````&````!=````6@`%`%@`#`!7`!``5@`5 M`%8`&P!5`"$`4P`G`%(`+`!1`#$`3P`W`$X`/0!-`$,`3`!*`$H`4@!)`%L` M2`!F`$8``,``&H$``!A!```6@,``%4!``!2````4``"`$X`"0!-``T`3``1`$L` M%P!*`!P`20`B`$@`)P!'`"T`10`R`$0`.`!#`#X`0@!%`$$`30`_`%8`/@!A M`#T`;@`[`'X`.@"1`#D`I@`X`+\`.`#H`#@`_P`Y`/\`.0#_`)4#``"`!P`` M;PD``&(*``!8"P``40H``$P(``!)!@``1P,``$8`!@!$``L`0P`/`$(`$P!! M`!@`00`>`#\`(P`^`"D`/0`N`#L`-``Z`#H`.0!!`#@`20`W`%(`-@!=`#0` M:@`S`'H`,@",`#$`H0`P`+@`+P#>`"\`^0`O`/\`,`#_`(P)``!X#```:`T` M`%P.``!2#@``2PX``$4-``!!#```/PH``#X(`@`]!`@`/`$-`#L`$``Z`!4` M.0`:`#@`(``V`"4`-0`K`#0`,``S`#<`,@`^`#$`1@`O`%``+@!:`"T`9P`K M`'<`*@")`"D`G0`H`+,`)P#1`"<`\@`G`/\`)P#_`(8,``!R#@``8Q```%81 M``!-$0``11$``$`0```\#P``.0X``#<-```V"P0`-@@*`#4&#@`T!1(`,@07 M`#$%'``P!2(`+P4H`"X&+@`M!C0`*P8\`"H&1``I!TX`)P=9`"8'90`D!W4` M(P>'`"('FP`@!K``(`;+`!\%[0`?!OX`'P?_`(`.``!M$0``7A(``%(3``!( M$P``01,``#L3```W$@``-!$``#(0```P#P$`,`T&`#`+"P`O"A``+0H4`"P+ M&0`J"Q\`*0LE`"@,*P`G##(`)@PZ`"0,0P`C#$T`(0U8`"`-90`>#74`'`V( M`!H-G``9#;$`&`S*`!<,ZP`7#?P`&`S_`'L1``!I$P``6A4``$X6``!%%@`` M/18``#@5```S%0``,!0``"T3```K$@``*A`#`"H/"``I#@T`*`X1`"8.%@`E M#QT`)`\C`",/*0`A$#$`(!`Y`!X00@`=$$P`&Q!8`!D09@`7$'8`%1")`!00 MG@`2$+,`$1#.`!$0[@`2$/X`$A#_`'<3``!E%0``5Q<``$L8``!"&0``.AD` M`#08```P%P``+!<``"D6```G%0``)A0!`"42!``C$@L`(A(/`"$2%``@$AH` M'A,@`!T3)P`<$RX`&A,V`!D40``7%$H`%A16`!049``2%'0`$12'`!`4G``. M%+$`#13*``T4ZP`.$_X`#A/_`',5``!A&```4QH``$@;```_&P``-QL``#(: M```M&@``*1D``"88```D&```(A<``"`6`0`>%@@`'18-`!L7$@`:%Q<`&1<= M`!@8)``6&"L`%1@T`!08/0`2&4@`$1E4`!`98@`.&7(`#1F$``P9F``*&:T` M"1C&``D8YP`)&/H`"A?_`&\8``!>&@``4!P``$4=```\'0``-1T``"\=```J M'```)AL``",;```A&@``'AH``!P:```:&P4`&!L,`!8<$``5'!4`%!P;`!,< M(@`2'2D`$1TQ`!`=.P`.'44`#1Y1``P>7@`*'FT`"1Z```<>E``%':H``QW" M``,=Y@`$'/@`!1S_`&L:``!;'0``31X``$(?```Z'P``,A\``"T?```H'@`` M)!X``"$=```>'0``'!T``!@>```5'P(`$R`)`!(A#@`0(1(`$"$8``XA'P`. M(B8`#2(N``PB-P`*(D$`"2)-``Z```VY```-?P``#7_`%4J M``!(+```/2P``#0L```M*P``*"H``"0I```>*@``&2L``!0M```1+P``#3$` M``HT```'-@```C@$```Z!P``.PH``#T-```^$```0!0``$`;``!`)```0"X` M`$`Y``!`1P``0%8``$!I``!`@```/YL``#ZW```]XP``//P``#S_`%`O``!# M+P``.2\``#(O```L+0``)RP``"`M```:+P``%3$``!$S```--@``"3@```4[ M````/0```$`!``!!!```0P<``$4+``!&#@``2!$``$H6``!*'@``2B@``$HT M``!)0@``25$``$ED``!(>P``2)<``$>T``!&X```1?P``$3_`$HS```_,P`` M-C,``#`Q```J,```(S$``!PS```6-0``$3@```T[```(/@```T$```!#```` M1@```$@```!*````3`0``$X'``!/"P``40X``%02``!5&0``52(``%0N``!4 M/```5$L``%->``!3=```4I```%&N``!0UP``3_L``$[_`$4W```\-P``-38` M`"\T```F-0``'C<``!P```'X#``"!"@``A0\``(<7``"&)```A30``(1& M``""70``@78``'^6``!^M@``?.<``'K_`#]$```S10``*$@``!U,```34@`` M#%<```-=````8P```&@```!M````<0```'8```!Z````?@```($```"#```` MA@```(D```"+````C@```)(```"5`0``F0D``)X0``">&@``G2D``)P\``": M4@``F&P``):+``"4J@``DM0``)#Z`#A+```L3@``(%,``!59```-8````V<` M``!N````=````'H```"`````A````(H```".````D@```)4```"7````F@`` M`)T```"@````HP```*<```"K````KP```+0)``"X$```MQX``+4P``"S1@`` ML6```*]^``"LH```J\$``*GN`#%5```D6P``&&$```YI```%<0```'D```"! M````B````(\```"4````F@```)\```"D````J````*D```"L````KP```+,` M``"U````N0```+T```#!````Q@```,L```#1"@``TQ0``-$E``#0.P``S50` M`,IQ``#(D@``Q;,``,/>`"EB```<:0``$7$```=[````A````(T```"5```` MG0```*,```"I````KP```+0```"Y````O````+X```#"````Q0```,@```#, M````T````-0```#:````WP```.0```#J````[@P``.T:``#L+P``ZDD``.AE M``#FA@``Y*4``.+&`/\```#_````_P```/P``0#\``@`_@`.`/\`%`#_`!T` M_P`F`/\`,`#_`#H`_P!"`/\`20#^`%``^P!6`/D`7`#V`&(`]`!H`/(`;P#P M`'8`[0!_`.H`B0#G`)4`Y`"C`.``M0#;`-``U0#V`,H`_P"V`/\`J`#_`)\` M_P":`/\`E@#_`/\```#[````]@```/,```#S````]@`)`/H`#@#]`!8`^P`@ M`/<`*@#R`#,`[0`[`.D`0P#F`$D`X@!/`-X`50#;`%L`U@!@`-(`9P#/`&X` MS`!V`,D`@`#&`(P`P@":`+\`J@"[`,$`N`#I`+8`_P"G`/\`F@#_`)(`_P"- M`/\`B@#_`/H```#Q````Z@```.<```#G````Y``!`.``"P#;`!$`V@`:`-L` M(P#1`"P`R@`T`,8`.P#"`$(`OP!(`+P`3@"Z`%,`N`!9`+8`7P"S`&8`L0!N M`*X`=P"L`(,`J0"1`*8`H0"C`+4`H`#8`)X`^P"5`/\`BP#_`(4`_P"``/\` M?@#_`.\```#C````V@```-,```#&````OP```+D`!@"W``X`M``4`+0`'0"S M`"4`K@`M`*L`-`"G`#L`I`!!`*$`1@"?`$P`G0!1`)L`5P"9`%X`EP!E`)4` M;@"3`'D`D`"'`(X`EP",`*D`B0#$`(@`[P"%`/\`?`#_`'8`_P!S`/\`<@#_ M`.````#0````Q@```+8```"I````H0```)T``0"9``H`F``0`)@`%@"7`!X` ME``F`)$`+0"/`#0`C``Z`(H`/P"(`$4`AP!*`(4`4`"#`%8`@0!>`(``9@!^ M`'$`?`!]`'D`C0!W`*``=0"V`',`WP!R`/\`;@#_`&D`_P!G`/\`90#_`,P` M``"^````JP```)T```"3````B@```(4```""``4`@``-`'\`$0!_`!@`@``@ M`'T`)@!Z`"T`=P`S`'4`.`!T`#X`<@!#`'``20!O`$\`;0!6`&P`7@!J`&@` M:`!U`&<`A`!E`)8`9`"K`&(`R0!A`/8`8`#_`%P`_P!;`/\`6@#_`+T```"I M````EP```(D```!^````>````',```!O``$`;0`)`&P`#@!K`!,`:P`9`&H` M(`!H`"8`9@`L`&4`,@!C`#<`8@`\`&``0@!?`$@`70!/`%P`5P!:`&$`60!M M`%<`>P!6`(X`50"B`%,`NP!2`.D`4@#_`%``_P!/`/\`3P#_`*T```"8```` MA@```'@```!N````9P```&,```!@````70`%`%P`"P!;`!``6P`5`%L`&P!: M`"$`6``F`%8`+`!4`#$`4P`V`%(`/`!1`$(`3P!)`$X`40!-`%L`2P!F`$H` M=`!)`(4`2`"9`$<`L0!&`-@`1@#\`$4`_P!%`/\`10#_`)\```")````>``` M`&P```!B````6P```%8```!3````40`"`$\`"`!/``T`3@`1`$X`%@!-`!P` M3``A`$H`)@!)`"P`2``Q`$<`-P!%`#T`1`!$`$,`3`!"`%4`0`!@`#\`;@`^ M`'X`/0"2`#P`J0`[`,<`.P#S`#L`_P`[`/\`/`#_`),```!^````;@```&$` M``!8````40```$P```!)````1P```$4`!0!$``L`0P`.`$,`$@!#`!<`0@`= M`$``(@`_`"<`/@`L`#T`,@`[`#@`.@`_`#D`1P`X`%``-P!;`#4`:``T`'@` M,P",`#(`H@`Q`+P`,0#G`#$`_P`R`/\`,P#_`(D```!V`P``9@4``%D'``!0 M!P``208``$,%``!``P``/@$``#P``P`[``@`.@`-`#H`$``Y`!0`.0`9`#<` M'@`V`",`-0`H`#0`+@`S`#0`,@`[`#``0P`O`$P`+@!7`"T`9``L`',`*P"' M`"H`G``I`+4`*0#<`"D`^P`I`/\`*@#_`($$``!N"```7PH``%,+``!*"P`` M0@L``#T*```Y"0``-@@``#4%```T`@8`,P`*`#(`#@`Q`!$`,0`5`#``&@`O M`!\`+@`D`"P`*@`K`#``*@`W`"D`/P`H`$D`)P!4`"8`8``D`&\`(P""`"(` MEP`A`*X`(0#,`"$`\P`A`/\`(@#_`'L)``!H#```6@T``$X.``!%#@``/0X` M`#@-```S#0``,`P``"X+```M"0,`+08(`"P$#``K`@\`*@$2`"D!%P`H`1P` M)P`A`"8`)P`E`"T`)``T`",!/0`B`48`(0%1`!\!70`>`6P`'`%_`!L`E``: M`*H`&@#%`!H`ZP`9`/\`&@#_`'4,``!D#@``50\``$H0``!`$```.1```#,0 M```O#P``+`X``"D.```G#0$`)PP%`"<*"@`F"`T`)0<0`"0&%``B!AD`(08? M`"`')``?!RL`'@Y```7W0``%O4` M`!;_`&$6``!2&```11H``#L:```R&@``*QH``"4:```A&0``'A@``!L8```8 M%P``%A<"`!07`P`2&`4`$!D'``X;"P`,&P\`"QL3``H;&``('!\`!QPF``4< M+P`$'#@``AQ$```=40``'6```!UR```"P`)'PX`!B`1``4@%@`#(!P``2$C```A*P`` M(34``"%````A3@``(5T``"%O```AA@``()X``""X```?W@``'O@``![_`%H; M``!+'0``/QX``#4?```M'P``)QX``"(=```>'0``&QP``!@;```5&P``$AP` M`!`=`@`.'P0`#"$&``DB"@`%(PT``B00```E$P``)1D``"8@```F*```)C(` M`"8]```F2@``)EH``"9L```F@P``)9P``"6W```DWP``(_D``"/_`%4>``!' M(```/"$``#(A```K(0``)2```"`?```='@``&AT``!8>```3'@``$"````XA M```,(P(`""4%``4G"0``*`L``"H.```K$0``+!8``"P=```L)0``+"X``"PZ M```L1P``+%8``"QI```L@```*YH``"JU```IWP``*?L``"C_`%$B``!$(P`` M."0``"\D```H(P``(R(``!\A```<(```%R```!,A```0(P``#B0```LF```( M*```!"H$```L!P``+@D``#`,```Q#P``,Q,``#,9```S(0``,RH``#,U```S M0P``,U(``#-E```R>P``,I<``#&S```PW@``+_L``"[_`$PE```_)@``-2<` M`"TF```G)0``(B0``!XC```9(P``%"0``!$F```.*```"RH```+```73P``%Q.``!; M8P``6GX``%B=``!7P```5?(``%3_`#HV```S-```+3(``"0S```;-@``$SD` M``X]```(00```$4```!)````3````%````!3````5@```%D```!;````70`` M`&````!B````90```&@%``!K"P``;Q```&\8``!N)0``;30``&U&``!K6P`` M:G4``&B4``!FM@``9.D``&+_`#@Y```R-P``*#D``!X[```5/P``#D0```=) M````30```%(```!6````6@```%X```!B````90```&@```!K````;0```'`` M``!S````=@```'D```!]!```@0L``(41``"$'0``@BP``(`^``!^5```?FL` M`'N*``!ZJ@``=]8``'7]`#@]```L/@``(D$``!=&```/2P``!U$```!7```` M7````&(```!F````:P```&\```!T````>````'L```!^````@````(,```"& M````B@```(T```"1````E@,``)L,``"=$P``FR$``)HS``"720``E&(``)-_ M``"0H```CL4``(SS`#%$```E2```&DT``!!3```(6@```&$```!H````;@`` M`'0```!Y````?P```(0```")````C0```)$```"3````E@```)D```"=```` MH````*0```"H````K````+(#``"W#0``MQ<``+4H``"R/@``L%8``*QS``"J ME```J;0``*7E`"I/```>5```$EL```IB````:@```',```![````@@```(D` M``".````E````)H```"?````I````*8```"I````K0```+````"S````MP`` M`+L```#`````Q0```,L```#1!```U0X``-,=``#0,@``S4L``,IF``#&AP`` MPJD``,'+`");```68@``#&L```%T````?0```(<```"0````EP```)X```"D M````JP```+$```"V````N@```+P```#`````Q````,@```#+````SP```-0` M``#:````X````.8```#K````\08``/`3``#N)P``[#\``.I;``#G>@``Y)L` M`."[`/\```#[````]@```/,```#T``4`]@`,`/H`$0#_`!D`_P`B`/\`+`#_ M`#4`_P`]`/\`10#\`$P`^@!2`/<`6`#U`%X`\P!D`/$`:@#N`'(`[`!Z`.D` MA0#E`)$`X0"@`-T`L@#8`,X`T@#V`,$`_P"M`/\`G@#_`)8`_P"0`/\`C`#_ M`/H```#R````[````.D```#I````[``%`/(`#`#X`!(`]P`;`/4`)0#P`"X` MZP`W`.8`/@#B`$4`W0!+`-@`4`#3`%8`T`!<`,T`8@#*`&H`R`!R`,4`?`#" M`(@`O@"6`+H`J`"W`+\`M`#H`*X`_P"=`/\`D`#_`(@`_P"#`/\`@`#_`/`` M``#E````W@```-H```#;````W````-@`!P#1``X`T0`5`-(`'@#+`"<`Q0`O M`,``-P"]`#T`N@!$`+<`20"U`$\`L@!5`+``6P"N`&$`K`!I`*D``+(`FP#5`)D`_`",`/\`@@#_`'L`_P!V`/\`=`#_`.(```#3 M````R@```,<```"\````M@```+```0"O``L`K``1`*T`&`"M`"``J``H`*0` M+P"@`#8`G0`\`)L`0@"9`$<`EP!-`)4`4P"3`%D`D0!A`(\`:@",`'4`B@"# M`(@`E`"&`*<`@P#"`((`\`!\`/\`@!9`'@`8@!V`&P`=`!Y`'(` MB0!Q`)T`;P"T`&T`WP!L`/\`90#_`&``_P!>`/\`7`#_`+X```"Q````H``` M`)(```")````@@```'P```!Z``$`>``)`'<`#@!X`!0`=P`:`'0`(0!R`"<` M<``M`&X`,P!L`#@`:P`^`&D`1`!H`$H`9@!1`&0`6@!C`&0`80!P`%\`?P!> M`),`70"I`%P`R`!;`/<`5P#_`%0`_P!2`/\`40#_`+````"?````C0```'\` M``!T````;@```&H```!F````90`$`&,`"P!C`!``8P`5`&,`&P!A`"$`7P`G M`%T`+`!<`#(`6@`W`%D`/0!7`$,`5@!+`%4`4P!3`%P`4@!H`%``=P!/`(D` M3@"?`$T`N@!,`.D`2P#_`$D`_P!'`/\`1P#_`*(```"-````?````&X```!E M````7@```%D```!7````50`!`%0`!P!3``T`4P`1`%0`%@!2`!L`40`A`$\` M)@!.`"L`3``Q`$L`-P!*`#T`20!$`$<`3`!&`%8`1`!A`$,`<`!"`($`00"7 M`$``KP`_`-<`/P#_`#X`_P`]`/\`/@#_`)0```!_````;P```&,```!9```` M40```$T```!*````2````$<`!`!'``H`1@`.`$8`$0!'`!8`10`<`$0`(0!" M`"8`00`K`$``,0`^`#<`/0`^`#P`1P`Z`%``.0!;`#@`:0`W`'H`-@"/`#4` MIP`U`,8`-`#U`#0`_P`T`/\`-0#_`(@```!T````90```%@```!/````2``` M`$,````_````/0```#P``@`\``<`.P`,`#L`#P`[`!(`.@`7`#D`'``W`"$` M-@`F`#4`+``T`#(`,P`Y`#$`00`P`$L`+P!6`"X`8P`M`',`+`"(`"P`H``K M`+L`*P#J`"L`_P`K`/\`+`#_`'\```!L````70$``%$"``!(`P``0`,``#L" M```W````-````#,````R``4`,@`)`#(`#0`Q`!``,0`3`#``&``O`!T`+0`B M`"P`*``K`"X`*@`U`"D`/0`H`$8`)P!1`"8`7@`E`&X`)`""`",`F0`C`+,` M(@#>`"(`_P`C`/\`)`#_`'<```!E!```5@8``$L'``!""```.@@``#4'```P M!@``+04``"P#```K``,`*@`'`"D`"P`I``X`*0`1`"@`%0`G`!D`)@`>`"4` M)``D`"H`(P`Q`"(`.0`A`$,`(`!.`!\`6@`>`&D`'0!\`!P`DP`;`*P`&P#- M`!L`]@`;`/\`'`#_`'`%``!?"```40H``$8+```]"P``-0L``#`+```K"@`` M*`D``"4(```D!P(`(P0&`",""0`B`0P`(@`/`"$`$@`@`!8`'P`;`!X`(``= M`"8`'``N`!L`-@`:`#\`&0!*`!@`5P`7`&8`%@!X`!4`CP`5`*8`%`##`!0` M[@`4`/\`%0#_`&L(``!;"P``30P``$(-```Y#0``,0T``"P-```G#0``(PP` M`"$,```?"P$`'@H%`!T("``=!@L`'`4-`!P$$``;!!0`&008`!D$'@`8!",` M%P0K`!8$,P`5!#P`%`1'`!,#5``2`V,`$0-U`!`"B@`0`:(`#P"\``\`Y0`/ M`/X`$`#_`&<+``!7#0``20X``#X/```U#P``+@\``"@/```D#@``(`X``!T. M```;#0$`&0T$`!@,!P`8"PD`%PD,`!<)#@`6"1(`%0D6`!0)&P`3"2$`$@DH M`!(),``1"3H`$`E%``\)4@`."6$`#0ES``P(B``+")\`"@>W``H&VP`*!?8` M"@3_`&,-``!3#@``1A```#L1```R$0``*Q$``"40```A$```'1```!H/```8 M#P$`%@X$`!4.!P`4#0D`$PT+`!,,#0`2#!``$0P4`!`,&0`0#!\`#PPG``X- M+P`-#3D`#`U%``L-40`)#6``"`UQ``8-A@`%#9T`!`RT``,,T@`"#/$``@O_ M`%\.``!0$```0Q$``#@2```O$@``*!(``",2```>$0``&Q$``!@1```5$`(` M%!`%`!(0!P`1#PD`$`\*`!`.#``.#@X`#@\2``T/%P`,$!T`#!`D``H0+``) M$#8`"!!!``803@`%$%T``Q!O``$0A```$)P```^T```.U```#O,```[_`%P0 M``!-$@``0!,``#84```M%```)A0``"$3```<$P``&1(``!82```4$0,`$A$& M`!$1"``0$`H`#A`+``T1"P`,$0T`"Q(1``H2%0`)$AH`"!(A``83*0`%$S,` M`Q,^``(32P``$UH``!-L```3@@``$IL``!*T```1UP``$?4``!'_`%@2``!) M%```/14``#,6```K%@``)!4``!\5```:%```%Q0``!03`0`3$@0`$1('`!`2 M"0`.$@D`#1()``L3"@`)%`T`!Q4/``86$P`$%A@``Q8?``(6)P``%S```!<[ M```72```%U@``!=J```6@```%ID``!6T```5V0``%/<``!/_`%44``!&%@`` M.A<``#`8```H&```(A<``!T6```9%@``%A4``!,4`P`2$P8`$!,'``\3!P`- M%`<`"Q4(``D6"0`&&`P``QH.``$:$0``&A8``!L<```;)```&RT``!LX```; M1@``'%4``!MG```;?0``&Y<``!JS```9VP``&/D``!?_`%$6``!#&```-QD` M`"X:```F&@``(!D``!L8```8%P``%18!`!,5!0`1%00`#Q4$``T6!``+%P4` M"1D&``8:"``"'`H``!X-```@$```(!,``"`9```@(0``(2H``"$U```A0@`` M(5(``"!D```@>@``'Y4``!^Q```>VP``'?H``!S_`$T9```_&P``-!P``"L< M```D'```'AL``!H:```7&```%!<"`!(7`@`0&`$`#1D!``L:`@`('`,`!1T$ M``(?!@``(0@``",+```E#@``)A$``"86```F'@``)R<``"```B M'@``'1P``!D;```6&@``$AH``!`;```-'```"QT```@?```$(0```2,"```E M!```)P8``"D)```L#```+@\``"X3```N&@``+B,``"XN```N.P``+DH``"U< M```M<@``+(X``"NL```JU```*?L``"C_`$0@```X(0``+B$``"8A```@(``` M'!X``!@=```4'0``$!X```X?```+(0``!R,```,E````)P```"D````L`0`` M+@,``#`&```S"@``-0T``#81```V%P``-A\``#8I```V-@``-D4``#57```U M;0``-(D``#*H```QSP``,/H``"__`#\D```T)```*R0``"0C```?(0``&R`` M`!8@```1(0``#B,```HE```&*````BH````M````+P```#(````T````-P`` M`#D#```[!@``/@H``$`.``!!$@``01H``$`E``!`,0``0$```#]2```^9P`` M/8(``#RB```ZQP``.?@``#C_`#HH```P*```*2<``",E```?(P``&"0``!(E M```.*```"BH```4M````,````#,````V````.````#L````^````0````$(` M``!%`@``1P8``$H*``!-#@``314``$P?``!,*P``2SH``$I,``!)80``2'P` M`$>;``!%OP``0_,``$+_`#8L```M*P``)RD``",G```;*```%"H```XM```* M,```!#,````W````.@```#T```!`````0P```$8```!(````2P```$T```!0 M````4P$``%8&``!9"P``6Q```%L9``!:)0``630``%A&``!76@``570``%23 M``!2M0``4.H``$__`#,P```L+@``)RP``!XM```6+P``$#(```HV```#.@`` M`#\```!"````1@```$D```!,````3P```%(```!5````6````%H```!=```` M8````&,```!G!@``:PP``&P2``!K'@``:RP``&D]``!G4@``9FH``&2)``!A MJP``7]P``%W_`#$S```L,0``(C(``!DU```1.0``"CT```)"````1P```$P` M``!0````5````%@```!;````7P```&(```!E````:````&L```!N````<0`` M`'4```!Y````?08``((-``""%@``@"0``'XU``!\20``>V$``'A_``!VGP`` M<\8``'#W`#$V```F.```'#L``!)````+10```DL```!1````5@```%L```!@ M````90```&D```!N````<@```'8```!Y````?````'X```""````A0```(D` M``".````DP```)@&``"<#@``FQH``)@K``"60```DED``)%S``"-E0``B[4` M`(CH`"L^```@00``%4<```U-```"5````%L```!A````:````&X```!S```` M>0```'X```"#````B````(P```"/````D@```)4```"9````G0```*$```"E M````J@```+````"W!P``N!$``+4A``"R-0``KTT``*II``"HB```IJ@``*+1 M`"-(```83@``#E0```1<````9````&T```!U````?````(,```")````CP`` M`)4```";````H````*,```"F````J0```*T```"Q````M0```+D```"^```` MQ````,H```#2````V@H``-86``#2*0``SD$``,I<``#%?```PIT``,&]`!Q5 M```17```!V4```!N````=P```'\```"(````D````)@```"?````I0```*T` M``"S````N````+H```"^````P@```,8```#*````S@```-,```#:````X``` M`.<```#M````\P```/0.``#R'@``[S8``.Q1``#H;@``Y)```-^Q```````` M```````````````!`P0%!@@)"@L-#@\1$A,4%A<8&AL<'1\@(2(D)28H*2HK M+2XO,#(S-#8W.#D[/#T^0$%"1$5&1TE*2TU.3U!24U155UA96UQ=7F!A8F-E M9F=I:FML;F]P<7-T=7=X>7I\?7Z`@8*#A8:'B(J+C(Z/D)&3E)66F)F:G)V> MGZ&BHZ2FIZBJJZRMK["QL[2UMKBYNKN]OK_!PL/$QL?(R'EZ?'U^@(&"@X6&AXB*BXR.CY"1DY25EIB9FIR=GI^AHJ.DIJ>HJJNLK:^P ML;.TM;:XN;J[O;Z_P<+#Q,;'R,G+S,W/T-'2U-76U]G:V]W>W^#BX^3FY^CI MZ^SM[O#Q\O3U]O?Y^OO\_O______________________________________ M________________``````````````````````$#!`4&"`D*"PT.#Q$2$Q06 M%Q@:&QP='R`A(B0E)B@I*BLM+B\P,C,T-C8&%B8V5F9VEJ:VQN;W!QGQ]?H"!@H.%AH>( MBHN,CH^0D9.4E9:8F9JOL[>[P\?+T]?;W^?K[ M_/[______________________________________________________P`! M`@,$!08'"`D*"PP-#@\0$1(3%!46%Q@9&AL<'1X?("$B(R0E)B7V!A8F-D969G:&EJ:VQM;F]P<7)S='5V=WAY>GM\?7Y_@(&"@X2%AH>( MB8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6FIZBIJJNLK:ZOL+&RL[2U MMK>XN;J[O+V^O\#!PL/$Q<;'R,G*R\S-SL_0T=+3U-76U]C9VMOKK[.WN[_#Q\O/T]?;W^/GZ^_S]_O]M9G0Q``````,$(0```0`` M``````````````````$````````````````````!`````0(#!`4&!P@)"@L, M#0X/$!$2$Q05%A<8&1H;'!T>'R`A(B,D)28G*"DJ*RPM+B\P,3(S-#4V-S@Y M.CL\/3X_0$%"0T1%1D=(24I+3$U.3U!14E-455976%E:6UQ=7E]@86)C9&5F M9VAI:FML;6YO<'%R7I[?'U^?X"!@H.$A8:'B(F*BXR-CH^0D9*3 ME)66EYB9FINHJ:JKK*VNK["QLK.TM;:WN+FZN[R]OK_` MP<+#Q,7&Q\C)RLO,S<[/T-'2T]35UM?8V=K;W-W>W^#AXN/DY>;GZ.GJZ^SM M[N_P\?+S]/7V]_CY^OO\_?[_``$!`@(#`P0$!08&!P<("`D)"@L+#`P-#0X/ M#Q`0$1$2$Q,4%!46%A<7&!D9&AH;'!P='AX?("`A(B(C)"0E)B8G*"DI*BLL M+2TN+S`Q,C(S-#4V-S@Y.CL\/3X_0$)#1$5&2$E*3$U/4%)355=86EQ>8&)D M9FAJ;6]Q='9Y?'Z!@X:)BXZ0DI67F9N=GZ&CI:>HJJRMK["RL[6VM[FZN[R] MO\#!PL/$Q<;'R,G*R\S-S<[/T-'2TM/4U=;6U]C9V=K;V]S=W=[?W^#AX>+C MX^3EY>;FY^CHZ>GJZ^OL[.WN[N_O\/#Q\O+S\_3T]?;V]_?X^/GY^OO[_/S] M_?[^_P`!`0("`P,$!`4&!@<'"`@)"0H+"PP,#0T.#P\0$!$1$A,3%!05%A87 M%Q@9&1H:&QP<'1X>'R`@(2(B(R0D)28F)R@I*2HK+"TM+B\P,3(R,S0U-C7Q^@8.& MB8N.D)*5EYF;G9^AHZ6GJ*JLK:^PLK.UMK>YNKN\O;_`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`M#C M)P?"\3H9M/Y"*J;_1CF;_TU%DO]63X;^8E9^^FI<=_=P8'/U=6-O\WAE;?)\ M9VKQ?VAH\()J9N^%:V;OA6MF[X5K9N^%:V;OA6MF[X5K9N^%:V;OA6MF[X5K M9N^%:V;OA6MF[X5K9N^%:V;OA6MF[X5K9N^%:V;OA6OVPAL!U-\1`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`>_[-)*_^Y4CS_NUQ/^KIE9.VX;7CAL'.+U:AYG,R??:K%EX&UOY&%OKJ, MB<6VAX_,LH.6TJ^!H-:G?J+3IWZBTZ=^HM.G?J+3IWZBTZ=^HM.G?J+3IWZB MTZ=^HM.G?J+3IWZBTZ=^HM.G?J+3IWZBTZ=^HM/_GR(%_YXM#/^@-Q3_JT`> M_[1)*_^[4CS_O5M0^KYD9.R\;'G@M7*-TZUWGLJD>JW"G'ZYO):"P[>0A\JR MBXS2KH>5V*:#G=JA@J'5H8*AU:&"H=6A@J'5H8*AU:&"H=6A@J'5H8*AU:&" MH=6A@J'5H8*AU:&"H=6A@J'5H8*AU:&"H=7_H"(%_YXM#/^A-Q3_K$`=_[9( M*_^]43S_P%I0^L%C9>S!:GK>N7"/TK%UH+#`H7N\N9M_Q[26A,^PE(W5 MJY&7VJ")G-R:B*#7FHB@UYJ(H->:B*#7FHB@UYJ(H->:B*#7FHB@UYJ(H->: MB*#7FHB@UYJ(H->:B*#7FHB@UYJ(H-?_H"(%_YXM#/^B-Q3_K4`=_[=(*O^_ M43S_PEI0^<1B9>O%:7O>OFZ0T;9SH\:N=K.^IWG`N*-_R;2AAL^LG(W5HY:4 MVIJ1G-R5CI_8E8Z?V)6.G]B5CI_8E8Z?V)6.G]B5CI_8E8Z?V)6.G]B5CI_8 ME8Z?V)6.G]B5CI_8E8Z?V)6.G]C_H"(%_Y\M#/^C-Q3_KD`=_[A(*O_!4#S^ MQ5E0]\A@9NO*9WS=PVV1S[QQI<6T=+6]L'G`MJQ_R*ZGA<^EH8K5G)R1VI69 MG-R/E)_8CY2?V(^4G]B/E)_8CY2?V(^4G]B/E)_8CY2?V(^4G]B/E)_8CY2? MV(^4G]B/E)_8CY2?V(^4G]C_H2(%_Y\M#/^D-Q3_L#\<_[I(*O_#4#O[R%A0 M] M9N?49'W:SVF3R,5MIKJ[<+2MLW._HZUVQYJH>LV2I7_2BJ*&UX2@D=F$HIS7 MA**$HIS7A**$HIS7A**$HIS7A**$ MHIS7A**Z.5 MU7NCE=5[HY75>Z.5U7NCE=5[HY75>Z.5U7NCE=5[HY75>Z.5U7NCE=5[HY75 M>Z.5U7NCE=7_HB$%_Z`M#/^H-A+_M#\;_[]'*/G+3CKRTU5/ZMQ;9N#@87W, MTV>1N\AKHJR^;J^@MW"XE;)SP(VN=L6%JGK*?JA_SGBFA]%UI8_2=:6/TG6E MC])UI8_2=:6/TG6EC])UI8_2=:6/TG6EC])UI8_2=:6/TG6EC])UI8_2=:6/ MTG6EC]+_HB$%_Z$L"_^J-A+_MCX;_<)'*/7-3CGNV51.YN-99=CB8'O%U6:/ MM,IJGZ7!;:N9NF^TD+5RNXBQ=<"!KGC%>JQ]R72JA,MQJ8O,<:F+S'&IB\QQ MJ8O,<:F+S'&IB\QQJ8O,<:F+S'&IB\QQJ8O,<:F+S'&IB\QQJ8O,<:F+S'&I MB\S_HR$%_Z(L"_^L-1'_N3X:^<5')_#133CIX%),XNE79,[D7WJ]UV:,K3OF^OBKEQM8.V=+I\LW>^=K%\PG&O@L1NKH?&;JZ'QFZNA\9NKH?& M;JZ'QFZNA\9NKH?&;JZ'QFZNA\9NKH?&;JZ'QFZNA\9NKH?&;JZ'QFZNA\;_ MI"$%_Z,L"_^O-1#_O#X8],E&)>K833;BYT],W.]58\;F7WBTVF6)I=!IEIC( M;*&-PV^HA;]QKGZ[=+)XN7>V<[=[N6ZU@+QKM(6^:[2%OFNTA;YKM(6^:[2% MOFNTA;YKM(6^:[2%OFNTA;YKM(6^:[2%OFNTA;YKM(6^:[2%OFNTA;[_I2$$ M_Z0L"_^S-0_[P3X7[<]&(N'?2S38ZT],S_-48KSH7G2KWF2$G=1ID)'.;9F' MR6^@@,5RI7K"=*ETP'BL<+Y[KVN\@+)HNX2S:+N$LVB[A+-HNX2S:+N$LVB[ MA+-HNX2S:+N$LVB[A+-HNX2S:+N$LVB[A+-HNX2S:+N$LVB[A+/_IB$$_Z@K M"O^X-`WSQST4Y-A%'M;F237+\4Y,Q/=37['L77"AXF1]E=MIAXK5;H^"T'&5 M>\UTFG;+=YUQR7F@;<=]HFG%@:5FQ(6F9L2%IF;$A:9FQ(6F9L2%IF;$A:9F MQ(6F9L2%IF;$A:9FQ(6F9L2%IF;$A:9FQ(6F9L2%IF;$A:;_J"`$_ZXJ"/R_ M,POISSP0U^%"'LKM236_^$U*M_M26Z;Q76F8Z65TC.)J?8/=;X1\VG.)=]=W MC'/5>H]OTWV1;-&`E&C0A)9ESX>79<^'EV7/AY=ESX>79<^'EV7/AY=ESX>7 M9<^'EV7/AY=ESX>79<^'EV7/AY=ESX>79<^'EV7/AY?_JB`#_[4I!O#(,0?: MW3,,R^I"(;[V2#6R_TQ&J?]159OW76".\&5JA>ML<7WG<79WY'9Z<^)Y?6_A M?']LWX"!:=Z#@V?=AX5EW(F&9=R)AF7??1N9';R&8&+VB6%A]HQB8?:,8F'VC&)A]HQB8?:,8F'VC&)A]HQB8?:,8F'VC&)A M]HQB8?:,8F'VC&)A]HQB8?:,8F'VC&+SQ`\`SMH+`+WS'0>Q_S(4H_\Z'Y7_ M/RJ)_T8S@/]/.GC_6T!Q_V9%;/]M2&C__XM17O^+45[_BU%>_XM17O^+45[_BU%>_XM17O^+45[_BU%>_XM1 M7O^+45[_BU%>_XM17O^+45[_BU',RPD`ON8,`:__'@FD_S`3E?\U'(?_/"1\ M_T0K<_]-,6S_6#7_XGT024-#7U!23T9)3$4`#1)G_V,Y8_]K.V'_<3U?_W4^ M7?]Y/US_?$!;_W]!6O^"05G_AD)8_XA"6/^(0EC_B$)8_XA"6/^(0EC_B$)8 M_XA"6/^(0EC_B$)8_XA"6/^(0EC_B$)8_XA"6/^(0EC_B$+_F1\%_Y8K"_^5 M-A+_H#X:_ZA')O^N433_KUM%_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61 MILN`E:S'?)FQQ7F>M<)VH[G`=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_ MN6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_ MH#X:_ZA')O^N433_KUM%_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN` ME:S'?)FQQ7F>M<)VH[G`=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^Q MO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X: M_ZA')O^N433_KUM%_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S' M?)FQQ7F>M<)VH[G`=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EO ML;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA' M)O^N433_KUM%_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQ MQ7F>M<)VH[G`=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y M;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA')O^N M433_KUM%_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQQ7F> MM<)VH[G`=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_ MN6^QO[EOL;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA')O^N433_ MKUM%_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQQ7F>M<)V MH[G`=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^Q MO[EOL;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA')O^N433_KUM% M_ZUE5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQQ7F>M<)VH[G` M=*J\O7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EO ML;^Y;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA')O^N433_KUM%_ZUE M5_BI;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQQ7F>M<)VH[G`=*J\ MO7&ROKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y M;[&_N6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA')O^N433_KUM%_ZUE5_BI M;VCMHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQQ7F>M<)VH[G`=*J\O7&R MOKEOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_N6^QO[EOL;^Y;[&_ MN6^QO[EOL;__F1\%_Y8K"_^5-A+_H#X:_ZA')O^N433_KUM%_ZUE5_BI;VCM MHWAYXYM_A]N2A934BXR>SX61ILN`E:S'?)FQQ7F>M<)VH[G`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`XNE25]+H M6FW!X&*`L=1GD:'*:YZ4PVZHB;UQL("Y=+9YMG>Z=+1[O6ZR@C52BO?Y$P_U^Q15LGN66NW MXV%\J-AGBYK/:Y>-R6Z@@\1QIWO`=*QUO7BP<+M[LVRY@+9HN(:X9+>/N6.V MD;ICMI&Z8[:1NF.VD;ICMI&Z8[:1NF.VD;ICMI&Z8[:1NF.VD;ICMI&Z8[:1 MNF.VD;K_H!X$_Z$H"/^Q,`O[P#D1[,Y"&=_?1RC3Z4Q`RO%15;[R6&BMYF%W MGMUGA)+5;(^'SV^6?LMSG'C(=J%RQGFD;L1\IVG"@:EFP(:L8K^-K6&_CZYA MOX^N8;^/KF&_CZYAOX^N8;^/KF&_CZYAOX^N8;^/KF&_CZYAOX^N8;^/KF&_ MCZ[_HAT#_Z8G!_^W+PGRQS@-X=A!%-+F1BK'\$Q`OOA04[+U5V.BZV%PE>-G M>XK=;82!V'&+>M1UD'32>9-PT'R6;,Y_F6C,@YMDRXB=8X1MVW^':MJ#B6?9AHIDUXN,8=:0CF#5D8Y@U9&.8-61 MCF#5D8Y@U9&.8-61CF#5D8Y@U9&.8-61CF#5D8Y@U9&.8-61CF#5D8[_IQP# M_[4C`^[))@/5WRD'Q^P\&;KX1"NM_T@[H_]-29K_5U2-^6%=A/1J97SP<&IV M[79N<>MZ<6WI?G1KZ()V:.:%=V;EB'ECY(QZ8>.1?&#CDGQ@XY)\8..2?&#C MDGQ@XY)\8..2?&#CDGQ@XY)\8..2?&#CDGQ@XY)\8..2?&#CDGS_JQL"]\`= M`=G<$@''ZR@*NO<[&JS_02F@_T8VE?],08W_5DN#_V%2>_UK5W3Z<5QO^'9? M;/9[86GU?V-G](-D9?.&9F/RBF=A\8YH7_"2:5_PDVI?\)-J7_"3:E_PDVI? M\)-J7_"3:E_PDVI?\)-J7_"3:E_PDVI?\)-J7_"3:E_PDVK_MQ4!UL\+`,?J M$P*Y]RD-K/\Y&I[_/B:2_T0PA_]+.8#_5$!X_V%&_HU77?V26%S]DUA<_9-87/V36%S]DUA<_9-8 M7/V36%S]DUA<_9-87/V36%S]DUA<_9-87/V36%S]DUC6Q`@`QM0)`+CW%`2K M_RD.GO\T&)#_.B&$_T$I>O]),'+_4C9L_UXZ:/]H/63_;T!A_W1!7_]Y0U[_ M?41=_X!%7/^$15O_AT9:_XI'6/^/1UC_D$A8_Y!(6/^02%C_D$A8_Y!(6/^0 M2%C_D$A8_Y!(6/^02%C_D$A8_Y!(6/^02%C_D$C$QP<`M]L'`:G_%@:?_RH- MD/\P%8/_-AQW_SXB;O]'*&;_4"QA_UHO7?]D,5O_;#-9_W$U6/]U-E;_>396 M_WPW5?]_-U3_@CA3_X4Y4O^).5+_BCE2_XHY4O^*.5+_BCE2_XHY4O^*.5+_ MBCE2_XHY4O^*.5+_BCE2_XHY4O^*.5+_BCG_DAT$_Y`I"?^--1#_F#L7_Z!$ M(?^F3BW_IUD\_Z5D3/^A;EOWFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*"> MT76DHL]SJ:7-<:ZHS&^UJLIMOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[# M:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F M3BW_IUD\_Z5D3/^A;EOWFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76D MHL]SJ:7-<:ZHS&^UJLIMOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VN MPVF]KL-IO:[#:;VNPVF]KL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F3BW_ MIUD\_Z5D3/^A;EOWFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76DHL]S MJ:7-<:ZHS&^UJLIMOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF] MKL-IO:[#:;VNPVF]KL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F3BW_IUD\ M_Z5D3/^A;EOWFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76DHL]SJ:7- M<:ZHS&^UJLIMOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF]KL-I MO:[#:;VNPVF]KL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F3BW_IUD\_Z5D M3/^A;EOWFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76DHL]SJ:7-<:ZH MS&^UJLIMOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[# M:;VNPVF]KL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F3BW_IUD\_Z5D3/^A M;EOWFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76DHL]SJ:7-<:ZHS&^U MJLIMOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VN MPVF]KL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F3BW_IUD\_Z5D3/^A;EOW MFWAJ[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76DHL]SJ:7-<:ZHS&^UJLIM MOJW#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF] MKL-IO:[_DAT$_Y`I"?^--1#_F#L7_Z!$(?^F3BW_IUD\_Z5D3/^A;EOWFWAJ M[I6!=^>.B8+AAH^+W("5D]A\FYG4>*">T76DHL]SJ:7-<:ZHS&^UJLIMOJW# M:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF]KL-IO:[#:;VNPVF]KL-I MO:[_DQT$_Y`I"?^/-!#_FCL7_Z)$(/^I32W_JE@\_ZAB3/^D;%SUGW9L[)E_ M>N21AX;>B8V0V(.3F--^F9_0>IVDS7:BJ&6 M@XO9CHJ6TX>0H,Z!E:?*?)JMQWB?LL1UI;;"UP7F3OVS9V#QKW!RYJEX@]N??I/2EX.A MRXZ)K,2&CK7`@)2]O'N:P[IZH\6W>:O'K'.LQJ=UL;^E=[6ZI7>UNJ5WM;JE M=[6ZI7>UNJ5WM;JE=[6ZI7>UNJ5WM;JE=[6ZI7>UNJ5WM;K_E1P$_Y,H"?^6 M,0__H3D5_ZI"'_^R2BS_ME,\_[==3ONV96'PM&YTY*UUAMFD>Y;/FX"EQY*% ML<&*B[N]AY3`NX6=Q+:"I,>P?JK(I7>JR*%YL,&?>K.\GWJSO)]ZL[R?>K.\ MGWJSO)]ZL[R?>K.\GWJSO)]ZL[R?>K.\GWJSO)]ZL[S_E1P$_Y,H"?^7,0__ MHSD5_ZQ"'_^T2BS_N5,\_[I<3OBZ9&+ON&QUX[)SB-BI>9G-GWZIQ9B$M+^3 MC+RXC9/!LXF9Q:Z&H)GILJ=\LZFA@KNAG(C!FIB/QI26 MELF0E)_+BY&HS(>.K,:'C;#!AXVPP8>-L,&'C;#!AXVPP8>-L,&'C;#!AXVP MP8>-L,&'C;#!AXVPP8>-L,'_EQL#_Y4G"/^=+PW_J3@3_[-`'?^\2"K\Q4\[ M]LE73NW-7F/BRV1XTL1JC,2[;YRXLG6IK:M[LZ.F@+N;H8;!E)V-Q8Z;E,B* MF9W*AIFHRX*3K,:"DJ_!@I*OP8*2K\&"DJ_!@I*OP8*2K\&"DJ_!@I*OP8*2 MK\&"DJ_!@I*OP8*2K\'_EQL#_Y4G"/^>+PW_JC@3_[5`'/^^2"GYR$XZ\\U6 M3>K37&+>SV)XS<=HB[^^;INRMW.HI[!YLIZK?KJ5IX3`CJ.+Q(BADL>#GYK) M@*"GRGV:K,9]F*_!?9BOP7V8K\%]F*_!?9BOP7V8K\%]F*_!?9BOP7V8K\%] MF*_!?9BOP7V8K\'_F!L#_Y8G"/^@+PW_K#<2_[=`&_W!2"CVRTXY[]-43.;9 M6F+8U&%WQ\MGBKG#;)JMO'*GH;9WL9BQ?;B/K8*^B*J)PX*HD,9]IYG(>J>E MR7>BK,5XG[#!>)^PP7B?L,%XG[#!>)^PP7B?L,%XG[#!>)^PP7B?L,%XG[#! M>)^PP7B?L,'_F!L#_Y[:(M8"\@;*&P'NPC<-VKI;%-02=GC5U_)WUYT MNM=DAJS/:9:=QVVCD=/2<_H5E[`Y%URLMYD M@J/4:9&5RVVQ<+E\M6NW@;AGMH>Z8[60NV&UF[QCMZ:Y M8[>FN6.WIKECMZ:Y8[>FN6.WIKECMZ:Y8[>FN6.WIKECMZ:Y8[>FN6.WIKG_ MFQL#_YLE!_^K+0G_N34-\L<^%>751A_:XTDSS^M.2<;M5%VWZEQNJ.)C?9K9 M:8J.TFV4A,QQFWO(=:%SQ'BF;L)\J6G`@:QEOH>N8KV.L%^]E[%>O)ZQ7KR> ML5Z\GK%>O)ZQ7KR>L5Z\GK%>O)ZQ7KR>L5Z\GK%>O)ZQ7KR>L5Z\GK'_G!H# M_Z`D!O^P+`CYP#0+Z<\]$-K?0AW.Z4DSQ/%.2+OR4EJM\%MIGN=C=I+@:8&' MVF^)?M1SD'?1=Y5QSGN9;,Q_G&C*@YYDR8B@8<>.HE[&E:1UD;8KG:W:`XG!] M>=YU@G/;>H=NV7Z*:]>"C&?5AHYDU(N08=.0DE[1EI1FH-FH-FH-FH/_HQD"_[8=`>G,%P'/ MXQX#PO`S$K7Z0"*I_T0PG?])/97_4$B+_UM0@OUE5WKY;5UT]G-A;_1Y9&OR M?F=H\8)I9O"&:F3OBFQB[HYM8.V2;EWLEW!/]E2W'_;4]L_W-2:?]Y56;^?E=D M_8)88OR&66'[BEI?^HY;7OJ27%SYEUU;^)M>6_B;7EOXFUY;^)M>6_B;7EOX MFUY;^)M>6_B;7EOXFUY;^)M>6_B;7EOXFU[ZN0X`S3E8_WTZ5_^` M.U;_A#M5_X<\5/^+/5/_D#U2_Y,^4O^3/E+_DSY2_Y,^4O^3/E+_DSY2_Y,^ M4O^3/E+_DSY2_Y,^4O^3/E+_DSZ]Q04`L-<%`*/_$`.9_R()B_\I#W[_,!5S M_S@::?]`'V+_22-;_U$F5_]:*%7_8BI2_VDK4?]O+%#_2R?_GU8T_YYA0O^:;5#_E7==]X^!:/&) MBW+K@Y)[YWV8@N-XG8C@=*.,W7*HD-MOK9/:;K.6V&RZF-9KPIO1:AP&G'HAP&G'HAP&G'HIZ?T'6DI,URJJC+;["KR6VXKL)IO+"\:\"JMVW$I;=MQ*6W M;<2EMVW$I;=MQ*6W;<2EMVW$I;=MQ*6W;<2EMVW$I;=MQ*7_C1L#_XLG"/^, M,`W_F#<3_Z!`&_^G2";_JU(T_ZM<1/^I9E3ZI7!D\)]Y<^>8@H'?CXB-V8B/ ME]*!E:#.>YNGRG:AK<=SJ+'%<*^UP6VWM[EKN+6S;KVNL'#!J+!PP:BP<,&H ML'#!J+!PP:BP<,&HL'#!J+!PP:BP<,&HL'#!J+!PP:C_CAL#_XLF"/^.,`W_ MFC82_Z(_&O^I2";_KE$T_ZY;1/^L9%7YJFYE[Z5W=N6=?X7M<)UI[G!=+&[N'"SN[%OMKBL<;NQJ7._JZESOZNI<[^KJ7._ MJZESOZNI<[^KJ7._JZESOZNI<[^KJ7._JZESOZO_CAL#_XPF"/^0+PW_FS82 M_Z0_&O^K1R;_L5`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`O_IC0/_[`\%_^Y1"+\P4LQ],E20NO-657? MR6!JS\)F?<*Y;(VVL7*;JZMXIJ*E?JZ9H(2UDIV+NHR:D[Z'F)O`A)>EPH"6 MK\)_DK.\@)&XM8"1N+6`D;BU@)&XM8"1N+6`D;BU@)&XM8"1N+6`D;BU@)&X MM8"1N+7_DAH#_Y`E!_^;+`K_IS0/_[(\%O^[1"'YQ4LP\?26%3:SEYI MRL9E?+V]:XRPMG":I;!VI9RJ?*V3IH*TC*.)N8:@D+V!GIF_?9ZBP7N>K\%Y MF;.\>I>XM7J7N+5ZE[BU>I>XM7J7N+5ZE[BU>I>XM7J7N+5ZE[BU>I>XM7J7 MN+7_DAD#_Y`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`S"-7A/!3)ZD4HO_)*.[7Q3DRI[U9;G>U?:)+J9W.'XVU\?MYR@G;: M>(APUWV,:]2"D&;2AY)CT8R57\^2EES.F9A9SJ*96,VKFEC-JYI8S:N:6,VK MFEC-JYI8S:N:6,VKFEC-JYI8S:N:6,VKFEC-JYK_FA<"_Z4>`_^W(P/MR28# MUMXI!LGI.Q>^\T0IL_A).JCW34B?]E55E/5?8(GQ:&B`[&]P>.AU=7+E>GEM MXG]]:>"$@&7?B8)BW8Z$7]R3AEW;F8=:VJ&)6-FHB5C9J(E8V:B)6-FHB5C9 MJ(E8V:B)6-FHB5C9J(E8V:B)6-FHB5C9J(G_G!8"_ZT;`O;!'0';VA,!R>@I M";WS.QFR_4,HIOY'-IS]3$.3_55-BOU?5H'Y:5UY]7!B<_)V9V[P?&IJ[H%M M9^R&;V3KBW%AZH]R7^F4=%WHF75:YZ!W6.:F>%CFIGA8YJ9X6.:F>%CFIGA8 MYJ9X6.:F>%CFIGA8YJ9X6.:F>%CFIGC_HA4!_[<5`-C/"P#*YQ,"O/,I"['] M.QFD_T`FF?]%,H__2SR'_U1$?_]?2WC_:5!Q_W!4;/UV6&G[?%IF^H%<8_B& M7F'WBU]?]I!A7O:58ESUFF-:]*!D6/.E95CSI658\Z5E6/.E95CSI658\Z5E M6/.E95CSI658\Z5E6/.E95CSI67_K1``UL,(`,C3"@"[]!4#K_\J#:/_-QB7 M_STBB_]#+('_2C1Z_U(Z<_]>/V[_:$-I_V]'9O]U26/_>TMA_X%,7_^%3EW_ MBD]<_X]06O^345G_F%)7_YY35O^C5%;_HU16_Z-45O^C5%;_HU16_Z-45O^C M5%;_HU16_Z-45O^C5%;_HU39N@4`Q<<'`+G9"`"L_Q<%HO\K#97_,Q:)_SD> M?O]`)77_2"MM_U`P9_]:-&/_93=@_VTY7O]S.US_>#U:_WT^6/^"/U?_AD!6 M_XM`5?^/053_E$)3_YI#4?^?0U'_GT-1_Y]#4?^?0U'_GT-1_Y]#4?^?0U'_ MGT-1_Y]#4?^?0U'_GT/&O@4`M\T%`*KD"`&?_QD&E/\H#(?_+A-[_S494_]2(%#_62)-_V`C2_]F)$K_:R5)_V\E2/]S)D?_=R9&_WLG1?]^ M)T7_@BA$_XNILLWWI:KE_YVC`@>9G MQX/C9<^%W6/8AM-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?38-J'TV#: MA]-@VH?_@QP#_X`G!_][,PW_AC@1_XY`&?^322+_E54M_Y-A.?^0;47_BWA/ M_X:$6?R"CF'W?99H]'B=;O%THW/N<:EW[&ZN>NILLWWI:KE_YVC`@>9GQX/C M9<^%W6/8AM-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@ MVH?_@QP#_X`G!_][,PW_AC@1_XY`&?^322+_E54M_Y-A.?^0;47_BWA/_X:$ M6?R"CF'W?99H]'B=;O%THW/N<:EW[&ZN>NILLWWI:KE_YVC`@>9GQX/C9<^% MW6/8AM-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?_ M@QP#_X`G!_][,PW_AC@1_XY`&?^322+_E54M_Y-A.?^0;47_BWA/_X:$6?R" MCF'W?99H]'B=;O%THW/N<:EW[&ZN>NILLWWI:KE_YVC`@>9GQX/C9<^%W6/8 MAM-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?_@QP# M_X`G!_][,PW_AC@1_XY`&?^322+_E54M_Y-A.?^0;47_BWA/_X:$6?R"CF'W M?99H]'B=;O%THW/N<:EW[&ZN>NILLWWI:KE_YVC`@>9GQX/C9<^%W6/8AM-@ MVH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?38-J'TV#:A]-@VH?_@QP#_X`G M!_]],@S_B#<1_Y`_&/^522+_EU0M_Y9?.?^3:T7_CG=1_XB"6_J$C&3U?Y1K M\7J;(B6GQ@I%R[7V8 M>>EXGW_E=*2$XW"JB.!ML(S>:[>/W6J_D=MIR)/59L^5RV31D\9EU([&9=2. MQF74CL9EU([&9=2.QF74CL9EU([&9=2.QF74CL9EU([_A1L#_X(F!_^",`S_ MCC40_Y8]&/^<1B'_H%`M_Y];._^<9DC_F'%6^Y-\8O2-AFWNAXYWZ("5@.1Z MG(?@=:*,W7*HD=IOKY78;;>9U6O`G-)IR9[)9PF?-F+YIT9.^:=&3OFG1 MD[YIT9.^:=&3OFG1D[YIT9.^:=&3OFG1D[YIT9/_AAL#_X,F!_^%+PO_D#00 M_YD]%_^?1B'_HT\M_Z-:._^@9$G_G6]8^IAY9?&2@W'JBXQ\Y(.2AM]]F8[: M>*"5UG2GFM-PKI_1;;:CSVO`I<=FPJ?`:,:BNVK+F[=LSI:W;,Z6MVS.EK=L MSI:W;,Z6MVS.EK=LSI:W;,Z6MVS.EK=LSI;_AAL#_X,F!_^'+@O_DS00_YL\ M%_^A12#_ITTM_Z98._^D8DK\H6Q9]YQV:.^6@'7GCXF!X(>0C-J`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`JI)_Q:.2?\6CDG_%HY)_Q:.2?\6CDG_%HY)_Q:.2?\6C MDG_%HY)_Q:/_B1D#_X8D!O^1*0G_G3$-_ZW+5G<.@;FTCH._JXV#Q*6-@\2EC8/$I8V#Q*6-@\2EC8/$I8V#Q*6-@\2EC8/$ MI8V#Q*7_B1D#_XW"5TKDOU]= MUKEF<,FP;8"^J'..M*!ZF:N:@**DE8>IG9&.KI>.EK*2BY^UCXJIMXR*M+B( MAKBUB(>^K(B'PZ:(A\.FB(?#IHB'PZ:(A\.FB(?#IHB'PZ:(A\.FB(?#IHB' MPZ;_BAD#_X?J&>FH2HEY:,KI&3E+*,D9RUB(^FMX6/L;B"C+>V M@HR^K8.,PZ:#C,.F@XS#IH.,PZ:#C,.F@XS#IH.,PZ:#C,.F@XS#IH.,PZ;_ MBAD#_X@D!O^6*`C_HS`,_ZTX$O^V0!OZOD@G\<=.-^?,54CZ"8GX*HD9N)K8J9DK*%EIJU@96DMWZ5K[=[DK>V?9&] MKGV0PJ=]D,*G?9#"IWV0PJ=]D,*G?9#"IWV0PJ=]D,*G?9#"IWV0PJ?_BQD# M_XDD!O^8*`C_I2\+_[`X$?^Y0!GXPD305$;5RUM;Q\-B;KJ[:'ZN MM&Z+HZYSEIJI>I^2I8"FBJ&'K(2?C[%^G9BT>IRAMGB;K+9UFK>V=YB]KGB6 MPJ=XEL*G>);"IWB6PJ=XEL*G>);"IWB6PJ=XEL*G>);"IWB6PJ?_C!@#_XHC M!O^:)P?_IR\*_[,W#_R]/QCSQD8CZM!,,N#54D7/SUE:P)Z+K'ZE@ZB%JGVFC*]XI)6R=*.?M'&CJK5OI+FT<*"^K7*=PJ=R MG<*G:Z[&97JBP&J(E[MP MDHVW=9N$LWRB?;&#J':OBJQQK9.O;:V=L6JMJ;)IK;>Q:JF_K&NFPZ9KIL.F M:Z;#IFNFPZ9KIL.F:Z;#IFNFPZ9KIL.F:Z;#IFNFPZ;_C1@"_X\@!?^@)@;_ MKBT(_;LU#/''/1/ETT0!(+=#A3T+"VU96M--=:*?-8WB:R&B%C\-NCX7` M=)A]O7J>=KJ!I'"YB:AKN)*J9[>C./`_=R=77C>'MOX'Z`:=V$ MA&3;BH=@V9&)7=B8BUK6H(U8UJB.5M6TCE35P8Y4U<&.5-7!CE35P8Y4U<&. M5-7!CE35P8Y4U<&.5-7!CE35P8[_E!4"_Z09`O^W'`'IRQ8!T>$=`L7L,0ZZ M]4`>KO=%+J/U2CR:]%!(D/-:4X;S8UM^\FQB=_%S:''N>FULZX!P9^F&28>EKCGGM8XZ5]5N*O?E3AN'Y4X;A^5.&X?E3AN'Y4X;A^5.&X M?E3AN'Y4X;A^5.&X?E3AN'[_F!,!_ZT4`?/##P#2V`L`Q.P>!+CV,1&M_3X> MHOU#*Y?\2#>._$]!A?Q927W\8U!W_&U6EYH]X%A9/6'8V'SC65? M\I-G7?&9:%KPGFE8[Z5K5N^M;%3NM&U4[K1M5.ZT;53NM&U4[K1M5.ZT;53N MM&U4[K1M5.ZT;53NM&W_HQ``\;D,`,[)"0#$WPL`MOO]8/W/_8D5N_VQ):?]S3&;_>D]C_X!18/^&4U[_C%1<_Y)5 M6OZ85UG]G5A7_*195?NK6E3[L5M4^[%;5/NQ6U3[L5M4^[%;5/NQ6U3[L5M4 M^[%;5/NQ6U3[L5OPKP@`S;\'`,#-"`"T[@X"J?\A")__,1&2_S<:A_\^(GW_ M12EU_TTP;O]5-6G_8#EE_VH\8?]Q/E__=T!<_WY"6O^$0UG_B417_X]%5O^4 M1E7_FD=3_Z!(4O^G25'_K4I1_ZU*4?^M2E'_K4I1_ZU*4?^M2E'_K4I1_ZU* M4?^M2E'_K4K/N`0`OL,%`++4!@"F_A`#G/\C")#_+0^$_S,6>?\[''#_0R)I M_THG8O]2*EW_7"U:_V4P6/]M,5;__T<> M6/].(53_5R-1_U\E3O]E)DW_;"=+_W$H2O]V*4G_>RI(_X`J1_^%*T;_B2M% M_XXL1/^4+$/_FBU#_YHM0_^:+4/_FBU#_YHM0_^:+4/_FBU#_YHM0_^:+4/_ MFBVQP@$`H](``)7K`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`V5_=@=!?X'[,8.-[S&#C>\Q@ MXWO,8.-[S&#C>\Q@XWO,8.-[S&#C>\Q@XWO_?!P#_W@F!O]Z+PK_A3,._XT[ M%/^21!S_EDXG_Y5:,O^293[_CG%*_XI]5?Z%B%[Y@))G]'N:;O!VH7/MALM(#F:;R#Y&?&AN%ESXC98M>*SV'9B,ABW8+$8^!_Q&/@?\1CX'_$ M8^!_Q&/@?\1CX'_$8^!_Q&/@?\1CX'__?1L#_WDF!O]\+@K_B#(._Y`Z%/^5 M0QS_FDPG_YE8,_^68S__DFY,_XYZ5_R)A6+UA(]K\'Z7<^QYGGKH=*6`Y7"K MA>)LLXG@:KN,WFC&C]IFT9+.8M&2QV35C,%EVX:]9MV"O6;=@KUFW8*]9MV" MO6;=@KUFW8*]9MV"O6;=@KUFW8+_?1L#_WHF!O]_+`K_BS$-_Y,Z$_^80AS_ MG4LF_YU6,_^;84#_EVQ-^Y)V6O>-@6;RB(QP[(*4>>=[FX'C=:*(WW&ICMQM ML9+9:[N6UVG(F*"1V'*GE])MKYW/ M;+F?S&O%H,-GQZ"\:,N;MVK0E+)LU8VO;-F)KVS9B:]LV8FO;-F)KVS9B:]L MV8FO;-F)KVS9B:]LV8G_?AH#_WLE!O^#*@G_CS`,_Y@X$O^>01O_HTDF_Z92 M,_VD74'WH6=0\9QQ7^N7>VWECX-ZWH>+AM5^DI'/>)F7RG2AG,=QJI_#;[.A MP6Z_H[IKQ:.S:\B?KVW-F*MOTI&I<-:,J7#6C*EPUHRI<-:,J7#6C*EPUHRI M<-:,J7#6C*EPUHS_?QH#_WPE!O^&*0C_DB\,_YLX$O^A0!K_IT@E_ZI1,OFI M6T'SIF11[*)N8>6:=G#!PY)_B[R+AI2UAHZ:KX&5H*I^G:2F>Z:GHWJPJ:%YO*F; M=\&HF7G'H)AZS9B7>]&3EWO1DY=[T9.7>]&3EWO1DY=[T9.7>]&3EWO1DY=[ MT9/_@1H#_WXD!O^,)@?_F"X*_Z(V$/^I/AC_KT8C^+5-,/"W5D#GM5Y2W:YF M9-"E;G/&G76`O99\B[60@Y2NBHN;J(:2H*."FJ6??Z.HFWZMJIA]N:N4>\"J MDWW&HI)^S)F1?]"4D7_0E)%_T)21?]"4D7_0E)%_T)21?]"4D7_0E)%_T)3_ M@1D#_WXD!O^-)@?_FBT*_Z0U#_^L/1?^LD4B]KA,,.V\5$#DN%U1U[)D8\NI M;'/`H7.`MYIZBZ^4@).HCXB;HHJ/H)R'EZ67A*"HE(*IJI&"M:N-@;^KC8'% MI(R"RYN,@L^5C(+/E8R"SY6,@L^5C(+/E8R"SY6,@L^5C(+/E8R"SY7_@AD# M_W\D!O^/)0?_G"T)_Z8U#O^N/1;\M44A\[Q++NK!4C_@O%M1T;5C8\:M:G*[ MI7%_LIYWBJF8?I.BDX6:FX^-H):,E:61B9VHC8>GJXJ'LJR'A[^LAH;$I8>& MRIR'ALZ7AX;.EX>&SI>'ALZ7AX;.EX>&SI>'ALZ7AX;.EX>&SI?_@AD#_X`C M!?^1)0;_GBP)_Z@T#?^Q/!7ZN$0?\+]++>?%43W[L1**^3)43O5Q%A/R+Q@8;RT9W"QK6U]IZ=S MB9ZB>9*6G8"9CYJ(GXF7D*2#E)BH?Y.BJGR2K:MZDKNL>I'#IGN0R9Y\C\V8 M?(_-F'R/S9A\C\V8?(_-F'R/S9A\C\V8?(_-F'R/S9C_@Q@"_X0A!?^5)`;_ MHBL(_ZTS"_ZW.Q+TP$(8+>X96^KLFM\H:QQAYBG M>)"0HWZ8B:"%GH*=C:-]FY:G>)F@J769JZISF;BK#G'NDBZ%VHI2E<:&=IVZ@J:ELH;:I;:'#IF^=R9YPG,V8<)S-F'"< MS9APG,V8<)S-F'"!/^:(@3_J"D&_[4P M"/;`.`[KRT`5X=A&(-/82S;%T%1+M\E;7*O#8FR?OFAXE+EN@XNUZ^!F76MB9YOJY*B:ZJ(03_K"<%_;HO!N_' M-@KCU#X0V-]#'\O>2C2^UE)(L-!:6J3*8&F8QF9VC<%L@(2^*;L1^CVC# MAY1CPI"77\&;F5S!III;PK.;6L/%FEN^SY5#9]%_B&+0AXM> MT)&.6M">1L:7+D=&]LXWQT9^*$>&+BC7M>XI5^ M6^">@%C?IX)5WK]Z^@U+>TH-1V=R"4=G<@E'9W()1V=R"4=G<@E'9W()1 MV=R"4=G<@E'9W(+_CQ,"_Z03`?ZX$@#6S`L`S.01`<#O)@>U]3@5JO1`(I_S M1C"5\DL\C/%41H+P74]Z\&96=/!N7&[O=F%I[WYD9>^&:&'OCFI>[I9M6^V> M;UCKI7!6ZZYQ5.JXG5G5G5U85+VP6%0]LIB4/;*8E#VRF)0]LIB4/;*8E#VRF)0]LIB4/;* M8E#VRF+_HPL`UK@&`,;$!P"[U`D`L/P4`Z;_*0N<_S45D/\['H;_0B9]_TDN M=?]1-&__6SII_V4^9?]N06+_=41?_WQ&7/^#2%K_BTE8_Y-+5O^;3%7_HDU3 M_ZE.4?^Q3U#_NU!/_\-13__#44__PU%/_\-13__#44__PU%/_\-13__#44__ MPU':KP(`QKP%`+G)!0"MVP@`H_\7!)K_*PN._S$2@_\X&GG_0"!P_T7O],(EC_ M5"55_UTG4O]E*5#_;"I._W,K3?]Y+$S_?RU*_X4N2?^,+TC_DC!'_YDP1?^@ M,43_J3)#_ZXR0_^N,D/_KC)#_ZXR0_^N,D/_KC)#_ZXR0_^N,D/_KC*XN@(` MJL@``)W9``"2_PP"B?\:!'W_(0AR_R@,:/\P$&#_.!1:_T`75/](&D__3QQ, M_U<=2?]='D?_8R!%_VD@1/]O(4+_=")!_WHB0/^`(S__AB0^_XPD/?^2)3S_ MF24[_YXF._^>)CO_GB8[_YXF._^>)CO_GB8[_YXF._^>)CO_GB:KP0``G=`` M`(_A``"&_PX">O\5`V[_'`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`G_>#0,_W\[$O^# M1!G_ATXA_X9;*_^#:#3_?W4]_WR"1?]YCDS_=IE2_W*A5O]OJ5K^;;!>_&JW M8?MHOF/Y9L9E]&/,9_!ATVGK7]YKYEWE;.!;Z6W97.YHUESO9]9<[V?67.]G MUESO9]9<[V?67.]GUESO9]9<[V?_S(,_X,Z$?^'0QC_ MBDPA_XI9*_^'937_@W(__W]^2/]\BU#_>996_W6?7/URIF#Z;JUD^&RT:/9I MO&OT9\5M\&3,<.MATW+E7]]SWESE=-9[FO-7NYKS5[N M:\U>[FO-7NYKS5[N:\U>[FO_.9BU7K>7]]\TUWC>\U?YG;'8.IPQF#L;L9@[&[&8.QNQF#L;L9@ M[&[&8.QNQF#L;L9@[&[_=!P#_W`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`?<&$B(6[?X^+M7J7D+%WGY2M=*B7JG.RF:=ROYJD@9IUWH&:==Z!FG7>@9IUWH&:==Z!FG7>@9IUWH'_>!H# M_W8D!?^&(P;_DBH(_YLR#/^C.A/_J$(<^*U**/"O4C?GK%Q'WJ5D6-&=;6;( ME75SP(Y\?;F)A(6S@XR,K7^3D:E[FY6E>:29H7>NFYYVNIR==\J-N&E'C=@Y1XW8.4>-V#E'C=@Y1XW8.4>-V#E'C=@Y1XW8/_>!H#_W@C M!?^((P;_E"H(_YXQ"_^F.A+^JT(;];!))^RU4#;CL%I&V*EC5\RA:V;"FG)R MNI-Z?+.-@86LB(F,IH20D:&`F):=?:&:F7NJG)9[MIV4>\:>DGO-F)%\TY"/ M?-F(CWS1H#_WHB!?^* M(@7_EBD'_Z`Q"_^H.1'[KT$:\K1()NFY3S3?M%E%TJUA5L>E:66]GG!RM)=W M?*V1?H6FC(:,H(B-D9J%E9:6@IZ:DH"GG8]_LYZ-@,*>BX#,FHN!TI**@-B) MB8#;AHF`VX:)@-N&B8#;AHF`VX:)@-N&B8#;AHF`VX;_>1H"_WLA!/^+(@7_ MF"@'_Z,P"O^K.!#YLD`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`3_H"8%_ZLM!_NU M-0OPOCT2YL=$'-K)22[+PU-!OKQ;4K.U8F&HKVENGZIO>):E=8&.H7R)AYZ# MCX&;BY1[F928=Y>>FW.6J9UQEK:><)?(G7*6SY5SE-6,=)/8B723V(ETD]B) M=)/8B723V(ETD]B)=)/8B723V(G_?!@"_X0<`_^5'P/_HR4$_Z\L!O>Z,PGL MQ#L/XLY"&-/.2"S&QU)`NIYMJGK2<:9_%FVR>T)1MFM:,;9G8B6V9V(EMF=B);9G8 MB6V9V(EMF=B);9G8B6V9V(G_?1@"_X<:`_^8'@/_IB,#_[,I!//`,0?GRS@+ MW=@Z%LW21BK`S%`^L\983Z?`7UVJU_BG2JAX]N MJ8^3::>:EF:GI9ACI[*98JC#F&6GT9-FH]:+9Z'9B6>AV8EGH=F)9Z'9B6>A MV8EGH=F)9Z'9B6>AV8G_?A<"_XL8`O^<'`+_JR$"^[DF`^W'+`3?U3$&T]XY M%,;81"BYT4X[K,Q63*#'75J5PF-GB[]I<8*[;WEZN':`<[9]AFVTA8MHLXZ/ M8[*8DF"QI)->LK&47++"E%ZRTY!?K-F)8*K:AF"JVH9@JMJ&8*K:AF"JVH9@ MJMJ&8*K:AF"JVH;_?Q<"_Y`6`O^A&@'_L1T!],`@`>/1(`'3WRP&R>([%+[? M1"6RV4PXI=-429G/6U>.RV%CA,AH;'O%;G5SPW5[;,%\@6?`A(5BOXZ)7KZ8 MBUJ^I(U8OK&.5[_"C5B_UXM9N-R%6;;=@UFVW8-9MMV#6;;=@UFVW8-9MMV# M6;;=@UFVW8/_@18"_Y44`?^G%@']N!<`Z6'-A7UB'!:WI%S5]Z;=53>IW=2 MW[1X4-_$>$_@WGA/UN5U3]/G=$_3YW1/T^=T3]/G=$_3YW1/T^=T3]/G=$_3 MYW3_CP\!_Z0.`-NX"`#-Q0D`Q=4*`+KQ&@.P\BT,IO$[&)OP0221[TR!7%WLBE]:[)-A5^V=8U7MIV52[;-F M4>[`9T_OU&A.Z^9H3>CH:$WHZ&A-Z.AH3>CH:$WHZ&A-Z.AH3>CH:$WHZ&C_ MF0L`W:X$`,R\!@#!R0<`N-L*`*WX'`2D^"\-F?@Y%X_X/R&%^$8J?/A-,G7W M5SEN]V`_:?=I0V3X<4=A^'E*7?B!3%KXB4]8^))15OF;4E/YI511^J]54/J[ M5D[ZRE=-^^-73/OI5TS[Z5=,^^E73/OI5TS[Z5=,^^E73/OI5TS[Z5?EI0`` MSK0$`+^_!0"TS@8`JNL-`:#_'P:7_R\-C/\V%8+_/1UX_T0D"5$_W\F0_^&)T'_CBA`_Y8H/_^>*3W_IRD\_[`J M//^T*CS_M"H\_[0J//^T*CS_M"H\_[0J//^T*CS_M"JSN`$`I<8``)?5``"+ M[P0!A/\3`G?_&@1M_R('9/\J"US_,@Y5_SD14/]!$TO_2!5(_T\71?]6&$+_ M7!E`_V$:/O]G&CS_;1L[_W,<.?]Y'#C_@!TV_X@=-?^/'C3_EQXR_Z`?,O^D M'S+_I!\R_Z0?,O^D'S+_I!\R_Z0?,O^D'S+_I!^FP```E\X``(G>``!__P(_]P;2G_;GPP_VN)-?]IECG_9Z$]_V:J0/]DLD+_8[E$ M_V'"1O]@R$?_7LU(_US42O];WDO[6>1,]UCJ3/17[TWP5O--[%7X3>Q5^$WL M5?A-[%7X3>Q5^$WL5?A-[%7X3>Q5^$W_9B`#_V$J!?]A,PC_:38+_VX]#_]Q M1A7_(_]P;2G_;GPP_VN)-?]IECG_9Z$]_V:J0/]DLD+_8[E$_V'" M1O]@R$?_7LU(_US42O];WDO[6>1,]UCJ3/17[TWP5O--[%7X3>Q5^$WL5?A- M[%7X3>Q5^$WL5?A-[%7X3>Q5^$W_9B`#_V(J!?]C,0C_:S4+_W`\#_]S117_ M=4\<_W9=(_]S;"K_<'HQ_VV'-O]KE#O_:9\__VBH0O]FL$7_9+A'_V/`2?]A MQTK_7\Q,_UW33?Q4X< M_WI:)/]W:"O_='8S_W&$.?]ND#__;)M#_VJE1_]HK4K_9[9,_V6^3O]CQ5#_ M8[5/]EQ%;^8LI8 M^6#16O5>W%SP7.1=ZEKK7N99\5_B6O5;W%OY5]Q;^5?<6_E7W%OY5]Q;^5?< M6_E7W%OY5]Q;^5?_:1X#_V0I!?]K+0?_=#`*_WLW#O]_017_@4H<_X)5)?]_ M8R[_>W`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`7_A2D'_XXQ"_^4.1'_F$(9_YM*)/B;5##REU\]ZY)J2^6* M@GQDU7R%;L]VC77*W:-J'L6C>@:UI MXWJI:^ATIFOL;:9L[6VF;.UMIFSM;:9L[6VF;.UMIFSM;:9L[6W_;1P#_VXC M!/]](@7_B"@'_Y$P"O^8.!#_G$`8^Y])(_2A4B_MG5P]Y99F3-V.;UK3AWAE MS(&!;L9[B7;!=Y%[O'.9@+APH82U;JJ'LFVTB:]LP8JM;-**J&S;>YZ+EWFHCI1XLX^2>,*0D7K5C8]ZVX6.>N%^C7KF=HUZ MYG:->N9VC7KF=HUZYG:->N9VC7KF=HUZYG;_`_^&'@3_DR4%_YTL M!_^E-`OWJSP2[K%#'.6T2RG:KU4ZS:A>2L*@9EBYFFUDL9-U;JJ.?':CBH-] MGH:+@IF"DX>4@)N+D'ZECHU]L)"*?;Z1BG_3CXE^VH>(?M]_AW[E=X=^Y7>' M?N5WAW[E=X=^Y7>'?N5WAW[E=X=^Y7?_TGFMCK)AR;:23>76>CH%\F(N( M@I*'D(>-A9F+B8.BCH:"KI&#@KR1@H/.D8.#V8B"@M^!@H+D>8*"Y'B"@N1X M@H+D>(*"Y'B"@N1X@H+D>(*"Y'C_<1H"_WH<`_^*'0/_ER,$_Z(I!?RL,0GQ MLSD/Z+I`%]V\2"7/ME(XPZ];2+FH8E:OHFIBIYQP;)^7=W68DWY\DI"&@HR- MCH>'BI>+@XB@CG^'JY%\A[F1>X?+D7R(V(E]A]Z"?8;D>GV&Y'E]AN1Y?8;D M>7V&Y'E]AN1Y?8;D>7V&Y'G_<1H"_WP:`_^-'`/_FB(#_Z4H!/FO+P?NN#<, MY+\_%-C`1B3*NE`WO[-91[2L856JIFAAH:%N:YF<=722F'Q[C)6#@8:2BX:! MD)2+?(Z>CGB-J9!VC+:1=(W(D7:.V(IWC-V"=XKC>G>*XWIWBN-Z=XKC>G>* MXWIWBN-Z=XKC>G>*XWK_W&0XWMQD.-[<9#C>W&0XWMQ MD.-[<9#C>W&0XWO_EJQK:(ZI<7&&I7AX?Z)_?GF@AX-TG8^(;YR9 MBVN;I(UHF[*.9YO"CFF=V(IJF=V":Y;C>VN6XWMKEN-[:Y;C>VN6XWMKEN-[ M:Y;C>VN6XWO_=!D"_X45`O^6&`'_I!P!^[(@`>V_)0+AS"H#U-$R#P;VZ`K79U>:I]>W.HA(!MIHV%:*67B&6D MHXIBI+"+8*3!BV*FV8ACHMZ!99[C>F6>XWIEGN-Z99[C>F6>XWIEGN-Z99[C M>F6>XWK_=A@"_XD3`?^:%@'_J1@!]K@;`>?'&@';V1P!S=8P"\#2/QVTS4HO MJ,A2/YW#6DV2OV%8B;MG8H"X;6MYMG1Q%ZGY7A>I^5X7J?E>%ZGY7A>I^5X7J?E>%ZG MY7C_>A4"_XX2`?^?$P#_L!,`[\`0`-G4#`#.WQP!Q-TO";G9/1JMTT@LH<]0 M.Y7+6$F+QU]4@L1E7GG";&9RP')L:[YZ(Q"J_@/1BDW48GF=E.-XW4 M5D2#T5U/>L]D6'+-:E]KRW)E9%#*VW=1QNAS4L#K;U*_[&]2O^QO4K_L;U*_[&]2O^QO4K_L;U*_[&__APX! M_YL-`-^N!P#0O`@`Q\D(`,';"P"WZ"`#K>J^7$SKTEU+ MZNE=2N/S7$KC\UQ*X_-<2N/S7$KC\UQ*X_-<2N/S7$KC\USYF0,`U*P"`,6W M!`"YPP4`L-((`*?V$0&>]20&E?4R#HKU.A>!]4$@>/5()W#U4"YJ]%HT9?1C M.&#T:SQ=]70_6?5\0E?UA$14]8U&4?:72$_VH4I-]JQ+2_>Y3$KWR$U)^.!- M2/?S34CW]$U(]_1-2/?T34CW]$U(]_1-2/?T34CW]$W:HP``Q[$"`+B[`P"M MR00`H]D'`)K]%`*2_2<'A_XO#7W^-Q1T_S\;;/]'(&;_3B5@_U4'`([_&`.$_R0&>O\L"W#_-!!H_SP58?]$&5O_2QU6_U,@4_];(E#_8R1- M_VLF2_]S)TG_>BE(_X(J1O^**T3_E"Q"_YXM0?^G+D#_L2X__[PO/O_-,#[_ MS3`^_\TP/O_-,#[_S3`^_\TP/O_-,#[_S3"[L0``K+P``)_)``"3V0``B?P+ M`8#_%P)V_R`%;/\H"63_,`U=_S@05_]`$U'_1Q9-_TX82O]6&4?_7!I$_V,< M0O]I'4#_/?^`'SO_B"`Z_Y$A./^;(C?_I"(V_ZTC-?^X(S7_N2,U M_[DC-?^Y(S7_N2,U_[DC-?^Y(S7_N2.MM@``G\0``)+2``"$X0``??\-`7+_ M$P)H_QL$7_\C!EC_*PE1_S,+3/\Z#4?_00]#_T@10/].$CW_5!,[_UH4.?]? M%#?_914U_VL6,_]R%C'_>A'/]D;B+_87PG_U^**_]>EB[_7*$Q_UNJ,_]:LC7_6;HV_UC#-_]8S3G_ M5]@Y_U;@.O]5YCO_5.P\_U/Q//Q2]3WX4OD]]5']/?-1_SWS4?\]\U'_/?-1 M_SWS4?\]\U'_/?-1_SW_7"(#_UL^_53P/_E3]3_V4OE`\U+]0/!2_S[P4O\^\%+_/O!2_S[P M4O\^\%+_/O!2_S[_72$#_U@L!?]<,`?_9#,)_V@Z#?]K0Q+_;$X7_VQ:'?]J M:B3_9W@I_V2%+O]BD3+_89PV_U^F./]>KCK_7;8\_UR^/O];R#__6M)!_UG= M0O]7Y4/]5NI$^57P1/54]47Q5/I%[E3^1.Q4_T+L5/]"[%3_0NQ4_T+L5/]" M[%3_0NQ4_T+_7B$#_UDL!?]?+@;_9C()_VPX#/]O01'_;TP7_W%7'O]N9R7_ M:W4K_VB",/]ECC7_9)DY_V*C//]@JS[_7[-!_UZ[0O]=Q$3_7,Y&_UK<1_Y9 MY$CZ5^I)]5;P2O!5]DKM5?I*Z5;^1^=6_T7G5O]%YU;_1>=6_T7G5O]%YU;_ M1>=6_T7_7B$#_UDK!?]B+0;_:C`(_V\V#/]R0!'_=$H8_W55'O]R9";_;W(M M_VQ_,_]IBSC_9I8\_V6@0/]CJ$/_8;!&_V"X2/]>P4K_7I/\%?Q4.M6]E'G5_M.Y%C_2^%9_TGA6?])X5G_2>%9_TGA6?])X5G_2>%9 M_TG_7R`#_UHK!?]E*P;_;2X(_W,U#/]W/A'_>$@7_WE2'_]W8"?_=&XN_W![ M-?]MASO_:I)!_V>;1?]EI$G^8ZQ,_6&T3OM@O%'Z7L93^5W45?5;XU;O6NI8 MZ5CR6>59]U;@6OM3VUO_3]=;_TW76_]-UUO_3==;_TW76_]-UUO_3==;_TW_ M8"`#_UTI!?]H*0;_<2L'_W@S"_]\/!#_?487_WY0'_]]72C_>6HP_W5V./]Q M@C_\;8U%^FJ72_AGGT_V9:=3]&*O5O-@N%GQ7\%<\%W-7NU_U',7O]1S%[_4_U',7O]1S%[_4_U'_81\# M_V`G!/]K)@7_=2D'_WPQ"O^!.A#_@T07_X1-'_^#62C_?V8R_'IR._AU?D/U M<8A+\FV24>]IFE;M9J);ZF.J7^A@LF/F7KQFY%S(:>%;VFO=6NIKTUSP9LU> M]6'(7_E2@&_X$P"O^%.0__B$(6_XE+'O^)5BCZA6(S]8!N/?!Z>4?L=8-0 MZ7",6.5KE5[A9IUDWF.D:=M@K6W77[=OU%[#<-%>TG'-7>=QQU_N:\)A\F:^ M8O9ANF/Y7+=C_%BW8_Q8MV/\6+=C_%BW8_Q8MV/\6+=C_%C_8Q\#_V8C!/]R M(@3_?2<&_X4N"?^*-P[_C4`5_X])'OJ/4RCTC%\T[H9J/^E_=$OC>'Y5WG*& M7MAMCV73:IAJSV>@;!VO&/J<;=D[VJT9?-E ML&;V8*YG^5RN9_E"$;T[9?7E8T7>"8,QS MBF?';Y-LQ&R;<,!IHW.]9ZQVNF:V>+AEPGFV9=5YLF;F=O_B?1!)0T-?4%)/ M1DE,10`.$JYH[&^J:?!IJ>8Z9J]U^F:O=?IFKW7Z9J]U^F:O=?IFKW7Z9J M]U__9!X#_VL@`_]X'@3_A"0%_XTL!_^3-`O_ESP2^)E%&_";32?HEUDTX9!B M0M>);$[.@W58R'U^8<-XAFB^=(YMN7"6ZUIO7RJ:J5LZ7*B;.ULH&WR9IYN]6*>;O5BGF[U8IYN]6*>;O5BGF[U8IYN]6+_ M91T"_VT>`_]['0/_AR,$_Y`J!O^7,@K]G#L0])]#&>RA2R7CG%8SVI9@0<^. M:4['B')8P()Z8;I]@FBU>8INL762I<*-ZIFZL?:-MN'ZA;<=_GV[@ M?IQPYW6:<.MOF7'P:)=Q\V27F22/>H50QTII>0,B39TW` MC&]8N8=W8;."?VBN?8=NJ7J.+PCVI#<-[*@_%>.K2"#8IE(PS)Y<0,.794V[D6U7 MLXMT8:V&?&BG@H-NHGZ+=)U[DWB9>9Q\E7>E?Y)VL(&0=;Z"CG;1@HYXXWJ- M>.ASC'CM;(MX\6B+>/%HBWCQ:(MX\6B+>/%HBWCQ:(MX\6C_9QP"_W,:`O^" M&@+_CR`#_YDF!/ZB+@;SJ#4+Z:T]$]^O1A[2J5$OQZ):/[Z;8TRUE6I7KH]R M8*>+>6BAAX%NG(.(=)>`D'B2?9E\CGRB@(MZK8*(>KN#AWK-@X=\XGR'?.=U MAGSL;H9\\&F&?/!IAGSP:89\\&F&?/!IAGSP:89\\&G_9QP"_W49`O^%&0+_ MDA\"_YPE`_NE+`7PK#0)YK([$-NS1!W-K4\NPZ99/KF?84NPF6A6J)1P7Z&/ M=V>;BWYNEHB&9V@8#K M;X"`[VJ`@.]J@(#O:H"`[VJ`@.]J@(#O:H"`[VK_:!P"_W@7`O^'&`+_E!T" M_Y\C`_BI*@3LL3$'XK@'V$J()[A+6$>83'A'J&X'][A>9W>X7K<'N$ M[FM[A.YK>X3N:WN$[FM[A.YK>X3N:WN$[FO_:1L"_WH6`O^*%P+_EQP"_Z,A M`O2M)P/HM2X%WKTU"M"Z0!O$M$PLNJY6.Z^H7DFFHF54GIUL79>9XN;?W>*IH)TB;.#`?"Q M(P+DNRD#V<(P"AIV-2F:-J7)&?<62*FW=KA)A_ M<7Z6AG9YDX][=)*9?G"0I(%MD+&":Y#!@FV2W7]ND>5X;X_J<7".[6QPCNUL M<([M;'".[6QPCNUL<([M;'".[6S_;A@"_X`2`?^0%0'_GARW'@'@ MPR$!TL8M",;!/1BZO$DHK[=2.*6R6D662AH'Q@H*U]7Z&]?EZBU'UAH>9V8IWK<&.;[FQCF^YL8YON;&.; M[FQCF^YL8YON;&.;[FS_=!,!_X<0`?^8$`#^IQ``Y[<-`-;%"P#0T!$`Q<\H M!;G+.12NQT4CH\-/,YF_5T"/NUY+AKAD5'ZU:UQWLG%C<;!X:6NN@&UFK8ER M8:N3=5VKGGA;JJQY6:N\>5BLTGE:J^AS7*?L;EVD[VI=I.]J7:3O:EVD[VI= MI.]J7:3O:EVD[VK_>1$!_XP.`/^>#0#^:5=PO'!>:KMW8V6Y?VA@N(AL7+>2 M;UBVGG%5MJMS4[>[O\6=7K_%G5Z_Q9U>O\6=7K_%G M5Z_Q9U>O\6?_?PX!_Y,+`.&E!0#2LP<`R;X'`,++"`"\W0X`M-TC`ZK:,PV? MUD``S5I!>,MA2G#):%%JR&]79,9V7%_%?V!:Q8AD5L229U/$ MGFE0Q*QJ3\2\:T[%TVI/Q>UH4,#S9%&]]6%1O?5A4;WU85&]]6%1O?5A4;WU M85&]]6'_A@H`\)H$`-2J!`#(M@8`OL$%`+?/"0"PXQ$`J.,E!)_B-0V5X#X9 MB]Y()8'<4#!XVE@Z<-A?0FG69TECU6Y/7M1V4UG3?U=5TXE:4M.374_3H%]- MTZU@2]2^8$K5V&!+U.U>3-'W7$S,^5I,S/E:3,SY6DS,^5I,S/E:3,SY6DS, M^5K_CP,`VJ(``,JO`P"]N00`M,8%`*O4"0"DZA0!G.DH!I/I-`Z)Z#T8?^=$ M(G?F3BIOYE5?.&/E9SU?Y&]"6N1W15;D@$E3Y(I+4.243DWDGU!+Y:Q1 M2>6[4DCFSU)(YNA22.3X44CA_$](X?Q/2.'\3TCA_$](X?Q/2.'\3TCA_$_A MF0``S:D``+ZS`@"SO@,`J,L%`)_:"0"8\A@"D/(J!X;R,PY\\3L6=/%#'6SQ M2R-F\50I8?%=+5WQ9C%9\6XU5O%V-U/Q?SI0\H@\3?*2/DORG4!)\ZE!1_.V M0D;TQT-%]-]#1/3P0T3R^D)$\OI"1/+Z0D3R^D)$\OI"1/+Z0D3R^D+1H@`` MP*X``+*X`0"GQ`(`G-($`)+M#`",^QP#@OLH!WG[,0QP_#D2:?Q!%V+\21Q< M_%`@5_Q9(U3]8B91_6HH3_US*DS^>RQ*_H,N2/Z-+T;_F#%$_Z(R0_^N,T'_ MNS1`_\LT/__C-#__[S4__^\U/__O-3__[S4__^\U/__O-3__[S7$J@``L[,` M`*>_``":RP``C]H"`(;_#P%^_QP#=?\E!FS_+0ID_S8.7?\^$EC_1152_TT8 M3_]5&DS_7!Q)_V0>1_]K'T3_8!`'K_$`%P_Q@"9_\A!5__*0=8_S$*4O\Y#4W_00])_T@11?]/ M$T+_511`_UP5/?]B%CO_:1-O]2Z3?_4?$W_U'V./M0^SCW3_\X]$__-_%0_S7P4/\T\%#_ M-/!0_S3P4/\T\%#_-/!0_S3_5",#_U`M!/]9+07_7S`'_V,V"O]F0`[_9DH3 M_V55&?]C91[_87,C_UZ`*/]Y#]53V1/!3_$3L5/]!Z57_/^95_SSE5?\[Y57_.^55_SOE M5?\[Y57_.^55_SO_5B(#_U4I!/]?*`7_9RL&_VPR"?]O/`W_<$83_W!0&?]N M72#_:VLG_VAY+?]EA#+_8H\W_V"9._Y>H3[]7*E!^UNQ0_I9N47Y6,)']U?. M2/56X$KQ5NQ+[E7V3.E6_$KE5_]&XEC_0]Y9_T#=6?\_W5G_/]U9_S_=6?\_ MW5G_/]U9_S__5R(#_UDG!/]C)@3_:R@&_W$P"/]T.0W_=4,3_W5-&?]U62'_ M<6T$2_WM+&?][52'^=V,J M^7-O,O9N>SKR:H5![V:/1^QCETSJ8)]0Z%VG5.5;KU?C6;A:X5?#7=]7TE[: M5N9>UEGS6M)<_%7-7O]0R5[_3,5?_TG$7_](Q%__2,1?_TC$7_](Q%__2,1? M_TC_62$"_U\B`_]J(03_="0%_WLL!_]_-0O_@3X1_X)(&?V"4B'W?E\K\GEK M->US=3[I;H!&Y6F)3>%ED53>89E9VE^B7-9=JE_37+-AT%N^8LY;S&/+6N)C MR%SQ8,9?^EK!8/Y5O6'_4;IB_TVY8O]+N6+_2[EB_TNY8O]+N6+_2[EB_TO_ M62$"_V(@`_]N'P/_>",$_W\K!O^$,PK_ASP0_HA%%_>(3B'PA%LKZGYF-N1X M<$'?Q&>_7MAHO%_K M9KIC]U^V9/M9LV7^5;!E_U"O9?]/KV7_3Z]E_T^O9?]/KV7_3Z]E_T__6B`" M_V4>`_]Q'`/_?"(#_X0I!?^),0G_C#H.^8Y#%O&.3"#JBE@KXX1B-]M^;$/3 M>'9,S7-_4\AOAUG$:Y!>P&F88KUFH&6Z9:AHMV.R:K5BOFNS8LYLL&+E:Z]F M]&2L9_A=J6C\6*=I_U.F:?]2IFG_4J9I_U*F:?]2IFG_4J9I_U+_6R`"_V<< M`O]T&@+_?R`#_X@G!/^.+P?]DC<,])1`%.R521[DD%4JVXI?-]&$:4/*?7), MQ'A[5+]T@UJZ<8M?MFZ39+-KFV>O::1JK6>M;*IFN&ZH9L=OI6;?;Z5J\6BB M:_9AH&SY6YYL_5:>;/Y5GFS^59YL_E6>;/Y5GFS^59YL_E7_7!\"_VH:`O]W M&0+_@Q\#_XPE!/^2+0;YES4+[YD^$N>;1AS>EE(ITI!<-\J)9D+#@V],O'YW M5+=Y?UNR=8=@KG*/9:IPEVBF;9]LHVRI;J!KM'">:L)QG&K7<9QN[FN:;_-D MF6_X7I=P_%B77H1@IG>+9:)TDVF>5ND M?X!@GWR(99MYD&J7=IEMDW6B<9!SK'.-<[ITBW/+=8QVYW",=_!HBW?U8HIW M^5R*=_I:BG?Z6HIW^EJ*=_I:BG?Z6HIW^EK_81L"_W$6`O]_%@'_BQH!_Y4@ M`OF>)@/MI"X%XZDV"MBI0!;,HTPFPIQ6-+F67T"QD&=*JHMO4Z2'=EJ>@WY@ MF8"%991]C6J0>Y9NC'F?<8EXJG2&=[9UA'?'=H5ZY'*&>^]JA7OT9(5[^%V% M>_E_E`?:A M(P+JJ2H$X*\R!]*L/A7'IDLDO:!5,[2:7C^LE65*I9!M4IZ,=%F8B'M@DX6# M98Z"BVJ*@)-NAGZ=<8)]IW1_?+1V?7S%=GU^X'-_?^YK?W_S97]^]UY_?OA= M?W[X77]^^%U_?OA=?W[X77]^^%W_91@"_W43`?^$%`'_D17#ZGF61)H)1K49F08/R9GJ"]U]Z@OA>>H+X M7GJ"^%YZ@OA>>H+X7GJ"^%[_9Q<"_W<1`?^'$P'_E!4`_I\8`.ZJ'`'BLR$! MU;B(]^9(.-AFE^ MBX]M>8F8<7:'HW-RAJ]U<(:_=F^'UW5SB>UMJK%.+:&M5SF8J5Y$D*5E38FB;%6"GW-;?)QZ87>:@69RF(IJ;9:4 M;FF5GG%FE*MS8Y2Z2KUQ!BJQC2H.I:E)\IG%9=J1X7G"B?V-KH(AG9YZ1:V.= MG6Y?G:EP79VY<%R=S7!?G^MK89WR96*:]F!BF?=>8IGW7F*9]UYBF?=>8IGW M7F*9]U[_X;%:GS&Q8J.EH6J?T8UNC^%Y`T`_XL)`-^<`P#2J08`R;0'`,*^!@"\S`@`M6[./85>SFF14LJ=E M4K*W9E&SS&92L^EC5++W7U6N^EM6K?M:5JW[6E:M^UI6K?M:5JW[6E:M^UK_ M?@D`\I$"`-:A`@#*K04`P+<%`+C"!0"RSPD`J]07`*/3*P:9T#H2C\Y%'X7+ M3BI]R58T=<==/6[%941HQ&Q)8\)S3E[!>U-9P8165<"/65*_FUQ/OZA=3;^X M7DS`S5Y,P.I<3K_Y64^\_E50NOY54+K^55"Z_E50NOY54+K^55"Z_E7_A0(` MW9@``,VF`@#!L0,`M[H#`*[&!@"GTPH`H-T5`)G=*`20VS<.AME"&7W62R1U MU%0M;=)<-6?18SQAT&M!7,]R1EC/>TE4SH1-4,Z/4$W.FU)+SJE32^,_%G/B2!YLX5(F M9N%:+&#@8C);X&HV5^!R.E/?>SU0WX5`3=^/0TK@FT5(X*A&1N"X1T7AS$=% MX.A'1=_V1D7>_T1%WO]$1=[_1$7>_T1%WO]$1=[_1$7>_T39EP``QZ8``+BP M``"LN0$`HL4"`)C1!@"/ZPT`B>X?`H#N*P9X[30,<.T]$VCM1AEB[4X>7>U7 M(UGM8"=5[6@J4NUQ+4_M>2],[8,R2NZ--$?NF#5%[J4W0^^S.$+PQ#A!\-\Y M0>_O.$#M_3A`[/\X0.S_.$#L_SA`[/\X0.S_.$#L_SC+H```NJL``*VT``"A MP```ELP!`(O9!0"$^!$!?/@?`G3X*09L^#(*9/@[#U[Y0Q-8^4L74_E3&E#Y M6QU-^F0?2OIL(4CZ="-&^GXE1/N()D'[DRA`^YXI/ORK*CW\N2L[_]T` M`'+]"0!J_Q$!8?\9`EK_(@-4_RH%3O\R!TG_.@E%_T$+0?](##[_3@X[_U4/ M./];$#;_8A$T_VD1,O]R$B__>Q,M_X84*_^2%2K_GA4I_ZD6*/^S%B?_PA8G M_\<6)__'%B?_QQ8G_\<6)__'%B?_QQ:DM```EL```(?,``!ZV@``;>L``&3_ M!0!<_PX!5/\4`4W_'`)(_R0$0O\L!3[_,P8Z_SD'-O]`"#/_10@P_TL)+O]1 M"BO_5PHI_UT+)_]D"R3_;`PB_W8-(/^`#1[_C`X=_Y<.'/^A#AO_K`\;_ZX/ M&_^N#QO_K@\;_ZX/&_^N#QO_K@^7O```B,D``'G6``!KXP``7_8``%;_``!. M_PH`1_\0`4'_%@(\_QT"-_\D`S+_*@,O_S`$*_\V!2?_.P4E_T`%(O]%!B#_ M2@8>_U`&&_]6!QG_7`<7_V0(%?]M"!/_=P@1_X$)$/^+"1#_E0D/_Y@)#_^8 M"0__F`D/_Y@)#_^8"0__F`G_22<"_T0Q!/]+,03_4#0&_U(Z"/]20PO_44X/ M_T]<$_]-:Q;_3'D9_TN'&_])DQW_2)T?_TBF(/]'KB'_1[4B_T:](_]&QB/_ M1M`D_T;@)/]&ZB7_1O,E_T;Z)?]&_R7_1O\E_T;_)?]&_R3]1O\C_4;_(_U& M_R/]1O\C_4;_(_U&_R/_22<"_T8O`_]-+P3_4C(&_U4Y"/]50@O_5$T/_U)9 M$_]0:!?_3W<:_TZ$'?],D1__2YLA_TJD(O]*K"/_2;,D_TF[)?](Q";_2,TF M_TC=)_](Z"?_2/$H_TCY*/](_RC_2/\H_DC_*/M(_R?Y2/\F^4C_)OE(_R;Y M2/\F^4C_)OE(_R;_2B<"_T@M`_]0+03_53`&_U@V"/]90`O_6$L/_U56$_]4 M9AC_4G0;_U&!'O]/CB'_3I@C_TVA)?]-J2;_3+$G_TNX*/]+P2G_2\HJ_TK9 M*O]*YBO_2O`K_TKX+/]*_RS]2O\L^DK_*_=*_RGU2O\H]4K_*/5*_RCU2O\H M]4K_*/5*_RC_2R8"_TLK`_]2*P3_6"X%_ULT"/]=/@O_74D/_UI4%/]98AC_ M5W$=_U5^(/]3BB/_4I4F_U&>*/]0IBK_3ZXK_TZU+/].O2W_3<7QG_7&T> M_UIZ(_]8AB;_5I$I_U6:+/]3HB[_4JHP_U&Q,?]1N3/_4,,T_D_.-?M/WS;X M3NLW]4[U./)._3CP3_\U[E#_,^M1_S'I4?\OZ5'_+^E1_R_I4?\OZ5'_+^E1 M_R__3"4"_U$G`_]:)@/_8"@%_V4O!_]H.0K_:$,/_V=.%?]E6AK_8F@@_U]V M)?]=@2K_6HPN_EB6,?Q7GC3[5:8V^52M./A3M3KW4KX[]5')/?-1VC[P4.@_ M[%#S0.E1_3[H4_\[YE3_..-5_S7A5?\SX57_,^%5_S/A5?\SX57_,^%5_S/_ M320"_U0D`_]=(P/_924$_VHM!O]M-@K_;D`._VU+%/]K5AO_:&0A_F5Q*/MB M?2WX7XI0.Y5L4+L5+E$ZU/$1NE2TDCE4>5)XE+R M2-]4_$3=5O]`VUC_/=99_SK26?\XTEG_.-)9_SC26?\XTEG_.-)9_SC_3B0" M_U@A`_]A(`/_:B,$_W`K!?]S-`G_=#X._W1(%/]R4AO[;U\C]FML*O)G=S'O M8X(W[&"+/>E=E$'F6IQ%Y%BD2>)6K$S@5+1.W52_4-M4S5#74^)1TE3P3M!7 M^TK.6O]%S5S_0LE<_S[%7/\\Q5S_/,5<_SS%7/\\Q5S_/,5<_SS_3R,"_UL? M`O]E'0+_;B$#_W4I!?]Y,0C_>CL,_WI$$_IY3AOT=ELC[G%G+.EL!Q;3C:;7=`TVF` M1L]EB4O+8Y%/R&"94L5?H57"7:I7P%RS6;Y]56W8O]/ MM6/_2K)D_T:P9/]#L&3_0[!D_T.P9/]#L&3_0[!D_T/_51\"_V$:`O]M&`+_ M=QT"_WXD`_^$+`7^AS4)]8@^$.V'2!CE@U0BWGY?+M1X:3C.W8J5:M&"N7+)@N5ZP7\=>K5_?7ZQB\5FL9?Y3JF?_ M3JAG_TJF9_]&IF?_1J9G_T:F9_]&IF?_1J9G_T;_5QT"_V08`O]P%@+_>QP" M_X,B`O^)*@3YC#('[XX[#>>.1!;>BE$AU(1<+&]!P'1W2+MP@$VW M;8A2LVJ05K!HF%FL9J!:_])GFO_29YK_TF>:_])GFO_29YK_TG_61P"_V<6`?]S%0'_?AH!_X<@ M`O^-)P/TDB\&ZI0X"^&40A/6CTX@S(E9+<6#8S>^?6M`N'ET2+-U?$ZNH&FE8)YHL&.;9[UDF6?.9)AIZ&&:;?E:F6[_5)=N_T^6 M;O]+EF[_2Y9N_TN6;O]+EF[_2Y9N_TO_6QH"_VD4`?]V%`'_@1@!_XH=`?R1 M)`+PERP$Y9HT"-R:/Q'/E$P?QHY7++Z(8#>W@FE`L7YQ2*QZ>4ZG=X!3HW2( M6)]QD%R;;YA?F&VA8I5LK&23;+EFD6O)9I!MY&21/1#*F$H>P9)4*[F,7C:QAV8_JX)N1Z9^=DZA>WU3G'B%6)AV MC5R4=)5?D7*>8XYQJ66+<+5GB7#%9XAPX&:*=/1>BW;\6(IV_U*)=O].B7;_ M3HEV_TZ)=O].B7;_3HEV_T[_7Q))@BG:<8X=UIF:$=+)H@G3":(!TVVB#>/)@A'K[681Y_U2$>?]/A'G_3X1Y M_T^$>?]/A'G_3X1Y_T__814!_W`0`?]^$0#_BA(`_Y05`/"=&0#CI1X!UZ@H M`\NE.0[!GT8;MYI1*:^56C2GD&(^H8MJ1IN'<4R5A'A2D(%_5XQ_AUR(?9!@ MA'N98X!ZHV9]>;!H>WF_:7IYUFE\?/!A?G[Z6GY]_E5^??]1?GW_47Y]_U%^ M??]1?GW_47Y]_U'_8Q0!_W(/`?^!$`#_C1$`_)@2`.RA$P#?JA8`T:PF`\>H M-PV\HT0:LYY/)ZJ96#.CE&`]G)!H19:,;TR0B792BX9]5X:$A5N"@HY??H"7 M8WI_H69W?JUH=7Z]:7-^TFEV@>YB>(+Z6WB"_E9Y@?]1>8'_47F!_U%Y@?]1 M>8'_47F!_U'_91,!_W4.`/^##@#_D`X`]9L.`.BF#@#9KP\`S*\D`L*K-0RX MIT,9KJ).)J:=5C&>F5X[EY5F1)"1;4N+CG11AHQ[5H&)@UM\AXM?>(:58G2$ MGV5Q@ZMH;H.Z:6V#SFEOANMC)RVAIB^EC;(WY7&V,_5=MBO]2;8K_4FV*_U)MBO]2;8K_4FV* M_U+_:Q`!_WL+`/^*"@#BF`8`UJ,(`-"L"0#+M0L`P;8?`;BT,0FNL#\6I*Q* M(IRH4RZ4I%LXC*!B0(:>:4B`FW!.>IEW4W66?EAPE(=<;).08&B2FV-DD:=E M8I"V9F"1R69BDN=B993X7&>2_5=GD?]29Y'_4F>1_U)GD?]29Y'_4F>1_U+_ M;@X`_W\)`/&.!0#9FP4`SZ8'`,FO!P#$N0@`N[H<`;*X+P>HM3T3G[%(():N M42N.JEDUAJ=@/H"E9T5ZHFY+=*!U46^>?%5JG(599IN.76*:F6!>F:9B7)FT M8UJ9QV-;FN5@7YOW6V":_E9AF/]289C_4F&8_U)AF/]289C_4F&8_U+_<@L` M_X,%`-^3`0#1GP0`R:H&`,&R!0"[O00`M+\8`*N^+`6BNSH1F;A%'9"U3RB' MLE.GFM94)SJVQ(;JES36FG>E%DIH-67Z2-65RCF%Q8HZ1>5J.S7U6C MQE]5I.1=6*3V6%JC_U1;H?]06Z'_4%NA_U!;H?]06Z'_4%NA_U#_=P<`\(D` M`-:8``#+I`,`P:T$`+FV`P"RP`0`J\44`*/%*`2;PC<.D;A<-G*V8SUMM&I#9[-Q2&*Q>4Q>L(%06J^+5%:OEU93KJ-84*ZR64^NQEE/ MKN184:[V5%.N_U!4K/]-5*S_352L_TU4K/]-5*S_352L_TW_?0``WX\``,Z= M``##J`(`N;`"`+"Z`@"HQ`4`H

$58O(%)5+R+3%&[ED].NZ-13+NS4DJ[QE)*N^11 M3+OV3DVZ_TM.N?])3KG_24ZY_TE.N?])3KG_24ZY_TGOA0``U)4``,>C``"Z MK`$`L+0``*>_`P">R08`E=0+`)#5'0&)U"X&@-(\$'C01AEQST\A:LY8*63- M7R]?S&C0``RYP``+VG``"QL``` MIKH``)S$`P"3SP<`BMT,`(7?'0%^WRP%=MXW"V_>0Q-HW4T:8MQ5(%W;7298 MVV4J5-IM+E#:=C)-VH`U2MJ+-T?:ESE%VJ0[0]NT/$+Z4@46>E1&57H6AQ1Z6(@ M3NEK(TOI="5(Z7TG1NF(*D/IDRM!ZJ`M0.JO+C[KP"X][-LN/>KO+CWH_"X] MY_\M/>?_+3WG_RT]Y_\M/>?_+3WG_RW%GP``M:D``*BQ``"!'3WWC1\[]YD@.?BF(3CXM2(W^<@B-OGC(C;X\R(V]_PB M-O?\(C;W_"(V]_PB-O?\(C;W_"*WI@``J:X``)RY``"0Q```@\\``'?;``!O M]@H`9_\3`6#_'0):_R<#5/\P!4__.`A*_T`*1O](#$/_3PY`_U8//?]>$#O_ M91(X_VX3-O]W%#3_@A4R_X\6,/^;%R__J1_T.U'_]"O1__0L8@_T+1(/]"XB'_0NTA M_T+U(?]"_2']0O\A^T/_(/I#_Q_Y0_\>^4/_'OE#_Q[Y0_\>^4/_'OE#_Q[_ M02D"_T8J`_],*0/_42P$_U,R!O]4/`C_5$<,_U%2#_]/8!/_36\7_TQ\&?]* MB!S_29(>_TB;'_]'HR'_1ZLB_T:R(_]&NB/_1L,D_T7-)?]%WB7_1>HF_$7T M)OE%_";V1?\F]4;_)/1&_R/S1_\A\T?_(?-'_R'S1_\A\T?_(?-'_R'_0B@" M_TDG`O]0)@/_52@$_U@O!?]:.0C_6D0,_U=/$/]57!3_4VH8_U%W&_]/@Q__ M3HXA_TV7(_],GR7_2ZM,_R7K3/\EZTS_)>M,_R7_0R@"_TTD M`O]4(P/_6B4#_UXL!?]@-@?_8$$+_UY,$/];5Q7_6689_U=R'O]5?B+^4XDE M_%&3*/I0FRKY3Z,L]TZJ+O9-LB_T3+HP\TS$,O)+T3/N2^0TZDKP-.=+^C/E M3?\PY$[_+>)/_ROA4/\IX5#_*>%0_RGA4/\IX5#_*>%0_RG_1B4"_U`A`O]8 M(`+_7R$#_V0J!/]F,P?_9CT+_V5($/]B4Q7_8&$;_%UM(/A:>27U6(0I\U:- M+?!4EC#N4IXS[5&E->M0K3?I3K4YYTZ_.^9-S#SC3.`]WTWN/-Q/^3G94?\U MUE+_,M13_S#35/\MTU7_+=-5_RW35?\MTU7_+=-5_RW_2B,"_U0>`O]<'`+_ M9!\"_VDG!/]L,`;_;3H*_VQ$#_UJ3Q7X9UP<\V-H(N]@="CK77XNZ%J(,^57 MD3?C59DZX%.@/MY2J$#<4;%!V5"[0M90R$/34-Q$SU#L0\Q2^#_+5?\[R5?_ M-\A8_S3'6?\RQEG_,<99_S'&6?\QQEG_,<99_S'_32`"_U<;`O]@&0+_:1T" M_V\E`_]R+07_=#<(_7-!#O9Q2Q3P;E@C,']GH]#.]X1Q/G=50;X7!?)=IK:BW39W0TSF1].LIAAC_'7XY" MQ%V61<%;GDB_6J9*O%FO3+I8NDVX6,A.MEC?3K19\$NS7/U%LE__0+)@_SRP M8?\YL&'_.+!A_SBP8?\XL&'_.+!A_SC_4AL!_UX6`?]H%`'_`0Q'@?%`:UG=;),]R9B[);6\UQ&IX.\!G@4"\9(E$N6*1 M2+9@F4JS7Z%-L5VJ3ZY,2:QE ME$RI8YQ/IF*E4:1AKU.B8+Q5H&#-59Y@YE2>9/=-GV?_1Y]I_T.>:?\_G6G_ M/9UI_SV=:?\]G6G_/9UI_SW_5Q10!_X$9`?N'(`'OC"<" MY(XP!=J-/0S/ATH8QX)5([]]7RVY>&@ULW1P/*]Q>$*K;H!&IVR(2J1ID$Z@ M:)A1G6:A4YMEJU689+A7EF3(6)1DX5B5:/10EFO_2I=L_T66;?]!EFW_0)9M M_T"6;?]`EFW_0)9M_T#_614!_V80`?]R$`#_?1(`_X46`/:,&P'JD2(!WY0K M`].1.@O)C$<7P(=3(KF"7"RR?64UK7EM/*AU=4*C5))IJ%>0:;19CFC#68QHW%J-;/)3CV[_3)!P_T>//]%@GC_1()X_T2">/]$@GC_ M1()X_T3_7Q$!_VT,`/]Z#0#_A0T`\H\-`.>8#0#;GPX`SI\B`<2=-`BZF$(4 MLI--'ZJ/5BJCBE\RG(9F.I>#;4"2@'5%C7Y\2HE\A$Z%>HQ2@GB55GYWH%E[ M=JM;>76Z7'=VS5QX=^I8>WKZ47U\_TM]?/]&?7S_17U\_T5]?/]%?7S_17U\ M_T7_81`!_V\+`/]]"P#UB`H`WY,(`-B;"@#3H@P`R:,?`;^@,@>VG$`3K9=+ M'J635"B>CUTQF(MD.9*(:S^-A7)%B(-Z2H2`@4Z`?XI2?'V357A\G5AU>ZE; M`_TQW@/]'=X#_1G>`_T9W@/]&=X#_1G>`_T;_ M9`\`_W()`/]_"`#EC`4`V)8'`-&>"0#.I0H`Q*8=`;JD+P:QH#X1J)Q)':"8 M4R>9E%LPDY!B.(V-:3Z(BG!$@XAX27Z&?TUZA(A1=H*157*!FUAO@*=:;'^U M7&N`R%QK@>59;H/W4G&$_TURA/]()5S1G.3>TMND8-/:H^-4F:.EU5CC:-88(VQ65^-PUI> MC>!88H_U4F20_TUFD/](9H__1V:/_T=FC_]'9H__1V:/_T?_;`@`_GP``-Z* M``#0E@(`R)\$`,"G!`"YK@,`LK(4`*JQ*`.AKS<,F:Q#%Y&H32&)I54J@J-< M,GR@8SEWGFH^4AHF8%,9)>+4&"6E5-=EJ)56I6P5UF5P5=8E=Y6 M6Y;S4%V7_TQ?E_]'8);_1F"6_T9@EO]&8);_1F"6_T;_<`,`ZX$``-:/``#* MF@$`P:,#`+FJ`@"QL@$`JK<1`*.W)`*;M30*D[)`%(JO2AZ#K5,G?*M:+G:H M835PIV@[:Z5O0&>C=T1BHG](7J&)3%J@E$]7GZ!15)^N4U.?P%-2G]U259_S M3E>@_TI9H/]&69__15F?_T59G_]%69__15F?_T7_=0``X(8``,^3``#$GP$` MNJ'/T^WDD),MI]$2K:M1DBVP$9(M]U%2;;R0TJU_T%+ MM?\^2[3_/4NT_SU+M/\]2[3_/4NT_SWB@P``S9(``,&?``"TIP``JJ\``*"X M``"6P`,`C,H'`(;-%`"!S28">LPU"'/+00]LRDH79LE3'6'(6R-D``"KK```H+0``):^``"+ MQP0`@=`(`'C9#@!UV2`!;]@O!&G8/`ECUD807M90%5G56!I5U&`?4=1H(D[4 M<29+TWLI2-.%*T73DBY"U)\O0=2O,#_5PC$_U>$P/]/R,#_2_2\_T?\N/]#_ M+C_0_RX_T/\N/]#_+C_0_R[*E```NZ$``*VI``"BL0``EKL``(O$``"`S0,` M==@(`&_D$0!JY"`!9.0M`U[D.`=9Y$$+5>1+#U'D5!)-Y%T62N1E&$?D;AM% MY'<=0N2"'T#DCB$^Y9LC/.6J)#OFO"0ZYM,D.>7N)#GC^B,YXO\D.>+_)#GB M_R0YXO\D.>+_)#GB_R2_G@``KZ8``*.N``"7N```BL(``'[,``!SU@(`:>4) M`&3O%`!?\"`!6?`K`U3P-05/\#X'2_%&"D?Q3@Q$\5<.0O%?$#_R9Q(]\G`4 M.O)[%3CSAQ8V\Y08-?2B&3/TL1DR]<4:,?7B&C'T\1DQ\?X9,?'_&3'Q_QDQ M\?\9,?'_&3'Q_QFRI```I:L``)BV``"+P```?LH``''5``!EW@``7O4*`%G\ M$P!3_!X!3OPG`DK],`-%_3D%0?U`!C[^2`<[_D\)./]7"C;_7@LS_V<,,?]P M#2[_?`XL_XD/*_^6$"G_I!`H_[01)__'$2?_X1$F__(1)O_V$2;_]A$F__81 M)O_V$2;_]A&GJ0``F;,``(N^``!^R0``<-,``&3>``!8YP``4O\)`$W_$0!' M_QD!0_\B`3[_*@(Z_S(#-_\Y`S/_/P0P_T8%+?]-!2O_5`8H_UL')O]C!R/_ M;0@A_WD)'_^'"1[_E0H=_Z,*'/^Q"AO_P`L:_]8+&O_?"QK_WPL:_]\+&O_? M"QK_WPN;L0``C;P``'['``!PT@``8]X``%7D``!+]0``1O\%`$#_#@`[_Q0` M-_\;`3/_(P$O_RD"*_\P`BC_-0(E_SL#(O]!`Q__1P,=_TX#&O]5!!C_7@05 M_V@%$_]T!1'_@@40_Y`&$/^=!@__J08._[4&#O^Z!@[_N@8._[H&#O^Z!@[_ MN@:.N@``?\4``'#1``!BW@``5.4``$;K```__@``.?\``#3_"0`O_PX`*_\4 M`"?_&@$C_R$!'_\E`1S_*@$9_R\!%O\T`A3_.@(1_T`"$/]&`@[_3@(,_U8" M"?]@`P?_;`,$_W@#`_^&`P+_D0,!_YT#`?^A`P'_H0,!_Z$#`?^A`P'_H0/_ M-BT"_SDN`O\^+@/_0#(#_T`X!/\^00;_/$P(_SI:"O\X:`S_-G8._S6##_\T MCQ#_,YD1_S.A$?\SJ1+_,K`2_S*W$O\ROQ+_,L@3_S+3$_\RXQ/_,NT3_S+V M$O\S_A+_,_\2_S/_$O\S_Q'_,_\1_S/_$/\S_Q#_,_\0_S/_$/\S_Q#_-BT" M_SLL`O]`+`/_0R\#_T,U!/]"/@;_0$H(_SY7"_\\90W_.G,/_SB`$/\WC!'_ M-Y82_S:?$_\VIQ/_-JX4_S:U%/\VO!3_-<45_S70%?\UX!7_-NL5_S;T%?\V M_13_-O\4_S;_%/XW_Q/^-O\3_3;_$OTV_Q+]-O\2_3;_$OTV_Q+_-RP"_SXJ M`O]#*@+_1BT#_TD8_SGS&/\Z^QC\ M.O\7^CK_%_DZ_Q;X.O\6^#K_%?@Z_Q7X.O\5^#K_%?@Z_Q7_.2L"_T$G`O]& M)P+_2BD#_TLO!/],.0;_2T4(_TA1"_]&7@[_1&P1_T)Y$_]!A17_0(\7_T"8 M&/\_H!C_/Z<9_SZN&O\^MAK_/KX;_S[(&_\]UAS^/>8<^S[Q'/@^^ASU/O\< M\S[_&O(__QGQ/_\9\3__&/$__QCQ/_\8\3__&/$__QC_/2@"_T4D`O]*(P+_ M3B4#_U$L!/]2-@;_44$(_T]-#/],6@__2F<2_TAT%?]'@!?_1HL9_T64&_]$ MG!S_0Z0=_D.K'OU"LA_\0KH@^D+$(/E"T"'V0>(A\D+N(N]"^2+M0O\@ZT/_ M'^I#_QWI1/\QK[2X8=^4J/'_=)F"'V M2)\B]$>F)/-'KB7Q1K8F\$:_)^]%RRCL1=XIZ$7L*>5&^"CB1_\FX4C_)-]) M_R+>2?\@W4G_']U)_Q_=2?\?W4G_']U)_Q__0R("_TP>`?]3'`+_61X"_UTF M`_]?,`3_7SH'_UU%"_]:4!#]6%X5^%5J&?53=AWR48`A[T^*).U-DR;K3)HI MZ4NB*^=*J2SE2;$NY$B[+^)(QS'@2-DQW$CJ,=A)]B[42_\KTDS_*=!-_R;/ M3O\ESD[_(\Y._R/.3O\CSD[_(\Y._R/_1Q\!_U`:`?]7&`'_7AP!_V,C`O]F M+`3_9C8&_V1!"OIB3`_T7UD5[UQE&^M9<"#G5GLEY%2$*>%1C2W>4)4PW$^= M,ME.I3/63:TUTTVW-M%,PC?/3-$XS$SF.,E-]#7'3_\QQ5'_+L12_RO#4_\I MPE/_)\)3_R?"4_\GPE/_)\)3_R?_2AP!_U07`?]<%0'_8QD!_VD@`O]L*0/_ M;3(%^6P]"?)I1P[K9E05Y6-@'.!?:R+;7'4HUEE_+=)7B##/59`SS%28-LI3 MH#C'4J2D"ZGHS M!>)X/PK9=$P3SW!8',EK8B3$:&PKOV5U,+MB?36X8(4XM5Z-/+)C8/\SHV'_,:-A_S&C M8?\QHV'_,:-A_S'_4Q4!_UT0`/]H#P#_DD2QW54&\%Q7R2[;6@KMFIP,;)G>3:O98`ZJV.(/:AAD$"F8)A#HUZA M1:!>JT>>7;=(G%W&29I:2(]FHTJ- M9:],BF6]38EET4Z)9^Q*BFG[0XMK_SZ,;?\ZC&[_-XQN_S>,;O\WC&[_-XQN M_S?_61``_V4+`/]Q"P#_>@L`\8(,`.B)#0#=C@X`SX\@`<:-,@:]B4$/M81- M&:Z`5B*G?%\JHGAG,)UU;S:9`,&0,`6XC3\.L(A*&*F$ M5"&B@%TIG7UE,)AZ;#63=W,ZCW5[/HQS@D*( MA5LHF(%C+Y-^:C6.?'$YBGIX/89X@$*#=HA%?W6127QSFTQY/\^>WG_.GMY_SI[>?\Z>WG_.GMY_SK_7PP`_VP$ M`/5Y`@#>@P(`TXL%`,V2!P#)EP@`P)D9`+>8+`.OE3L,IY%'%I^-4!^9B5DG MDX9A+HZ#:#2)@6\YA7]V/8%]?D%]>X9%>7J/279XF4QS=Z5.<'>R4&YWQ%!M M=^!/<'GU2')[_T-T?/\^=7W_.W5]_SMU??\[=7W_.W5]_SO_80H`_V\"`.A\ M``#9A@$`SXX$`,B5!@##F@8`NYP6`+.<*@.JF3D+HI5%%)N13AV4CET%W@(1%='^-2'!]ETMM?*-.:GRP3VA\P5!G?-U0 M:G[S26V`_T-N@?\_;X'_/&^!_SQO@?\\;X'_/&^!_SS_9`@`_W(``.%_``#3 MB0$`RI(#`,.8!`"]G@0`MJ`3`*Z@)P*EG38)G9I#$Y:731R/DU4DB9%=*X2. M9#%_C&LW>HIR.W:(>4!RAH)$;H6+1VJ#E4IG@J%-9(*N3V*"OT]A@MI/9(3R M26:%_T-HAO\_:H;_/&J&_SQJAO\\:H;_/&J&_SS_9P0`]G8``-R"``#.C0`` MQ94"`+Z<`P"WH0(`KZ01`*BD)`*@HC0(F)]`$9&<2AJ*F5,BA)=;*7Z58C!Y MDFDU=9!P.G"/=SYLC7]":(R)1F6*DTEAB9]+7HFL35V)O4Y1NTM6D=-+5Y+O1UJ2_4)< MD_\^79/_.UV3_SM=D_\[79/_.UV3_SO_;@``X'X``,Z+``#$E0``NIT``+&C M``"IJ0``H:X+`)NO'0&4KBX$C*P[#(6J1A5^J$X<>*96(W*D72IMHF0O::%K M-&2?#.E.FCCU0IIM`3:6I04NEND)+IM%"2Z7M/TVE_#Q.I/\Y3Z3_ M-T^D_S=/I/\W3Z3_-T^D_S?D>@``SXD``,*5``"VGP``K*4``**L``"8LP`` MCKL"`(B]$@"#O24!?+PS!G:[/PUONDD4:KA1&F6W61]@MF`D7+5G*5BT;RQ4 MLW@P4;.",TVRC39*LIHX2+&H.D:RN3I%LM$Z1K'M.4>P_#9'L/\T2*__,TBO M_S-(K_\S2*__,TBO_S/;@@``QY```+N<``"NHP``I*H``)FQ``"/N0``A,`# M`'O�!XQAX`<\8N`VW%.@AGQ$4.8L-.$UW#5AA9PEX=5<%F(5'!;B1.P'L<$`&_/ M"0!KT14`9]$F`6/1-`1>T$`(6=!*#%7/4Q!1SUL43L]C&$O.:QM(SG4>1 MWA$`6]X@`%?>+0)3WSH$4-]$!DS?3@E)WU<,1M]?#T/?:!%!WW$3/M]\%3S? MB1^1HTW?\;--S_&S3<_QLTW/\;--S_ M&S3<_QNYG```JJ0``)ZK``"2M0``A;X``'G'``!MSP``8M8#`%CA"`!5ZA,` M4>L@`$WK*P%)ZS4"1>P^!$+L1P4_[$\'/>U8"3KM8`HX[6H,-NYT#3/N@`XR M[HX/,.^=$"[OK1$M\,`1+?#>$2SN\1$L[/X1+.O_$"SK_Q`LZ_\0+.O_$"SK M_Q"MH@``H*D``).S``"&O0``><8``&S/``!@V```5=X``$[S"@!*]Q,`1O@= M`$/X)P$_^#`"._DX`CCY0`,U^D<$,_I/!3#[5P4N^U\&*_QI!RG\=`@G_(() M)?V0"23]H`HC_K`*(O[$"R'_X`LA_?(*(/S\"B#\_`H@_/P*(/S\"B#\_`JB MIP``E;$``(>[``!YQ@``;,\``%_9``!2WP``2.@``$/_"``__Q``._\9`#?_ M(0`T_RD!,/\P`2W_-P(J_SX")_]$`B7_2P,B_U,#(/]<`QW_9@0;_W($&?^` M!1?_CP46_Y\&%?^O!A3_P`84_]8&$__I!A/_Z083_^D&$__I!A/_Z0:7KP`` MB+H``'K%``!LSP``7MH``%#@``!$Y@``//4``#?_!``S_PT`+_\3`"O_&@`H M_R$`)?\G`2'_+0$>_S(!&_\X`1G_/P$6_T8"%/]-`A'_5@(0_V`"#O]L`@S_ M>P,+_XL#"O^:`PK_J`,)_[4#"/_"`PC_P@,(_\(#"/_"`PC_P@.*N```>\,` M`&S.``!>VP``3^(``$+G```V[```,?\``"S_```G_P<`(_\.`"#_$@`<_Q@` M&/\=`!7_(0`2_R8`$/\L`0[_,0$-_ST#/\GNPS_)\0,_R?.#/\HW@O_*.D+_RCS"_\H^PO_*/\* M_RG_"O\I_PK_*?\*_RC_"O\H_PK_*/\*_RC_"O\H_PK_,"T"_S8J`O\Y*@+_ M.RX"_SHT`_\X/`3_-DD&_S-6!_\Q8PG_+W$*_RU^"_\MB@S_+)0,_RR<#?\L MI`W_+*L-_RRQ#?\LN0W_*\$-_RS+#?\LV@W_+.<-_RSQ#?\L^@W_+/\,_BW_ M#/TM_PS]+?\,_2S_"_TL_PO]+/\+_2S_"_TL_PO_,BL!_SDH`O\]*`+_/RH" M_SXP`_\].@3_/$8&_SE3"/\W8`G_-6T+_S-Z#/\RA@W_,9`._S&9#O\QH0__ M,:@/_S"N#_\PM0__,+T0_S#'$/\PU!#_,.00_S'O$/XQ^0_[,?\/^3'_#_@Q M_P[W,?\.]S'_#O8Q_P[V,?\.]C'_#O8Q_P[_-2@!_SPE`?]`)`+_0R<"_T,L M`_]$-P3_0D,&_T!/"/\]7`K_.VD,_SEV#?\X@@__-XP0_S>5$?\VG1'_-J02 M_S:K$O\VLA/_-;H3_S7#$_\USQ/\->$3^3;M$_8V]Q/S-O\3\3;_$O`V_Q+P M-_\1[S?_$>\W_Q#O-_\0[S?_$.\W_Q#_.24!_T`A`?]%(`'_1R("_TDI`O]* M-`3_23\%_T9+"/]$6`K_0F4-_T!Q#_\^?1'_/8<2_SV1%/X\F17]/*`5_#NG M%OH[KA?Y.[87^#N_%_8[RACT.]P8\#OJ&.T[]ACJ._\7Z#S_%^<\_Q;F/?\5 MY3W_%.4]_Q3E/?\4Y3W_%.4]_Q3_/2(!_T0>`?])'`'_31X!_U`F`O]1,`/_ M4#L%_TY&"/]+4PO_2&`._T9L$?M%>!/X1((5]D.,%_1"E!CS09P9\4&C&^]` MJAON0+(<[3^['>L_QA[I/]4>Y3_H'^)`]![?0/X=W4'_&]M"_QK90O\8V$+_ M%]A"_Q?80O\7V$+_%]A"_Q?_0!\!_T@:`?].&`'_4AL!_U8C`O]8+`/_5S<$ M_U5"!_]230OY4%H.]4UG$O%,(.-$IB+A M1*XCX$.W)-Y#PB7<0]`FUT/E)M-$\R301?XBS4;_(,Q'_Q[*1_\O4W_'KU-_Q[_1Q@!_T\3`?]6$0#_7A4`_V(<`?]E)`'^92T"]&0X!>UA M0PGF7U$.X%Q=%-I8:!K45G(>T%1[(LQ2A";*4(PHQT^4*L5.FRS#3J,NP4VL M+[],MC"]3,(QNTS3,KA,Z3&V3O@MM%#_*K-1_R>S4O\DLE+_(K)2_R*R4O\B MLE+_(K)2_R+_2A4!_U,1`/];#P#_8A(`_V@7`/]J'P'V:R@![&LR`^1I/@?< M9DP-TV)8%,U?8QO(7&T@Q%IV),%8?BB^5H8KNU6.+KE3EC"V4IXRM%*F,[)1 ML#6P4;PVKE#+-ZQ0XS>J4O0SJ53_+JA6_RNH5_\HJ%?_):A7_R6H5_\EJ%?_ M):A7_R7_31,`_U8.`/]?#0#_9Q``_VP3`/MP&0#O<2(!Y'$L`MMP.@71;$@, MR6A4%,-E7QN^8F@ANE]Q)K9=>2JS6X$ML%J),*Y8D3.K5YDUJ5:A-Z=6JSBE M5;8ZHU7%.Z%5W3N?5O`WGUC^,I]:_RZ>6_\KGES_*)Y<_RB>7/\HGES_*)Y< M_RC_4!$`_UD,`/]C#`#_:PT`_W`0`/5T$P#H=AH`W7_S&67_\MEF#_*I9@_RJ68/\JEF#_*I9@_RK_ M4@\`_UP*`/]F"0#_;@H`]G0,`.]X#@#A>Q(`U'P@`,I[,P3!=T$+NG1-$[1P M6!NN;&$AJ6II)Z9G<2NB97@OGV2`,YQBB#:989`XEE^9.Y1>HCV17JT_CUV[ M0(U=S4&,7N@_C6'Y.(UB_S..9/\PCF3_+(YE_RR.9?\LCF7_+(YE_RS_50X` M_U\&`/]I!@#T<@8`XG@&`-M\"0#9?PP`S8$=`,1_,`.[?#\*M'A+$JUU51JH M<5XAHVYF)I]L;BN;:G4OF&A],Y5GA#:298PYCV25/(QCGSZ)8JI`AV&W0H5A MR4*$8N1!A63W.X9F_S6'9_\QAVC_+H=I_RV':?\MAVG_+8=I_RW_5PP`_V$$ M`/YL`P#D=0$`VWL%`-.`"`#0@PH`QX4:`+Z$+0.V@3P)KWU($JAY4AFB=EL@ MG7-C)IEP:RN5;G(OD6UY,XYK@3:+:8DZB&B2/(5GG#^"9J=!@&:T0WYFQ41\ M9N%#?FCU/']J_S>`:_\S@6S_+X%L_R^!;/\O@6S_+X%L_R__60L`_V,!`/1O M``#?>```U'\$`,Z#!@#*AP@`PH@8`+F'*P*QA3H(JH%&$:-^4!B=>ED?F'=A M)9-U:"J/6JQ1'=JPD1V:MU$ M>&SS/GEN_SAZ;_\T>W#_,'QP_S!\P``SX(#`,F'!0#$B@8`O(P5`+2+*`*LB3@'I85$$)Z"3AB8?U<>DWQ?)(YY M9BJ*=VTNAG5T,H)T?#9_35Z=X(Y=G:+/'-UE4!P=*!";7.M1&MSO45J<]5%;'3O0&YV M_CIO=_\V<7C_,G%X_S%Q>/\Q<7C_,7%X_S'_7P(`]VP``-YW``#0@0``QX@! M`,"-`P"YD0,`LI,1`*N3(P&CD3,&G(Y`#96+2A6/B%,9Y":'BK1&9XNT5D>-%%9GGN0&A[_3IJ M>_\V:WS_,FM\_S)K?/\R:WS_,FM\_S+_80``ZF\``-EZ``#,A```PXL``+N1 M`0"TE0$`K)<.`*67(0&>EC$%EY,^#)"02!2*CE$;A(M9(7^)8"=[AVAO\V7X?_ M,E^'_S)?A_\R7X?_,E^'_S+]:```X'8``,V"``#"C```N9,``+"9``"HG0`` MGZ`)`)FA&@"3H"L#C)\X"(6=0Q!_FDP7>9A4'7277")PE6,G:Y-J+&>2<3!D MD7DS8(^"-UR.C3I9C9D]5XVF/U2-MD!3CFG

L/0IRJD<0;*E/%F>H5QMCIUX?7Z9E)%ND;2=8I'4K5*-_ M+E&BB3%.H98T2Z&D-DFAM#9(H<@W2*#G-4F@^3)*G_\P2Y__+DN?_RU+G_\M M2Y__+4N?_RW=>0``R88``+R2``"QF@``IJ```)RF``"1K```AK(``'VV#0!Y MMAT`=;8L`F^U.09JM$,+9;-,$6"R5!942`$/E'@!! MYBH`/N8U`3OG/@$YYT<"-^=0`S3H600RZ&(%,.AM!B[I>0I@``D:\``(.Y M``!UP@``9\L``%K3``!-V@``0M\``#CE```U^P<`,?\/`"[_%@`K_Q\`*?\F M`"7_+0`C_S0`(/\[`1[_0P$;_TL!&?]3`1;_70(4_VH"$O]X`A'_B`(0_YH" M$/^K`P[_O@,._]4##O_M`P[_\`,.__`##O_P`P[_\`.3K@``A+@``';"``!G MS```6M4``$S<```_X0``->8``"WT```J_P(`)O\+`"/_$0`@_Q<`'?\=`!G_ M(P`6_RD`%/\O`!+_-0`0_ST`#O]%`0S_3@$*_U@!!_]E`07_=`$#_X4!`O^6 M`0'_I@$`_[4!`/_&`0#_R@$`_\H!`/_*`0#_R@&&MP``=\$``&C,``!:UP`` M2]X``#[D```RZ0``)^T``"/_```?_P``&_\%`!?_#``4_Q``$?\4``__&``- M_QT`"_\B``C_*``%_RX``O\U``#_/0``_T<``/]2``#_7@``_VT``/]^`0#_ MC@$`_YL!`/^I`0#_JP$`_ZL!`/^K`0#_JP'_*BT!_RXK`?\P*P'_,"X"_RXU M`O\I/0/_)4D$_R-7!/\A9`7_'W(&_QU_!O\=B@;_'90&_QV4&_QWO!O\=^07_'?\%_QW_!?\=_P7_ M'?\%_QW_!?\=_P7_'?\%_QW_!?\=_P7_+"L!_S`H`?\S*`'_,RL"_S$Q`O\M M.@/_*T<$_RA4!?\F807_)&\&_R)\!_\BAP?_(I$'_R&9!_\AH0C_(:<(_R&N M"/\AM0C_(;P(_R'&!_\AT0?_(>('_R+M!_\B]P?_(O\&_2+_!OPB_P;\(O\& M_"+_!OLB_P;[(O\&^R+_!OLB_P;_+B@!_S,E`?\V)0'_-R6"?\GG0G_)Z0)_R>K"?\G ML@G_)[D)_R?""?\GS0G_)]X)_R?K"?PG]@CY*/X(]RC_"/8H_PCU*/\(]2C_ M"/4H_PCU*/\(]2C_"/4H_PC_,B4!_S`?\_'0'_0!\!_T(F`?]",0+_0#P#_SY( M!?\[50;_.6((_S=N"O\V>0O_-80,_32-#?PTE0WZ-)P.^3.C#O$U_PWA M-?\-X37_#>$U_PW_.1X!_S\:`?]#&`'_1AH!_TDC`?])+0+_2#@#_T5$!?]# M4`?_0%T)^SYI"_@]=`WU/'\.\SN(#_$[D!#O.I@1[3J?$NPYIA/J.:X3Z3FV M%.#.%+:1#=2703V4A]%M5&AAC218X:T$66',Y$G1W,1*4>RD.M'\A#MB#& M0\,AQ4/3(<%#Z2&^1/X1_\7N$?_%[A' M_Q?_1!0`_TL0`/]1#@#_5Q$`_UL6`/]='@#Y72@![ULS`N=9/P3@5TT(VE19 M#=-29!+.4&X6RDYW&<=,@!S%2X@>PDJ0(,!*ER&^29\CO$BG)+I(L"6X2+PF MMTC+)[1'XR>R2?,EL$K_(JY+_Q^N3/\=K4S_&ZU-_QJM3?\:K4W_&JU-_QK_ M1Q$`_T\-`/]6#`#_7`X`_V`2`/UB&`#P8R$`YF(L`=Y@.@/47D@'S5M4#<=8 M7Q/#5FD7OU1R&[Q2>AZY48(AME"*([1/D26R3IDGL$VB**Y-JRJL3+8KJDS$ M+*A,VRRF3>\JI$_])J10_R.C4?\@HU+_'J)2_QVB4O\=HE+_':)2_QW_2@\` M_U(*`/]:"0#_8`L`_V4.`/5G$0#H:!@`W66Q.Y M7&08M5IM'+%8=2"N5WTCK%6$):E4C"BG4Y0JI5*=+*-2IBVA4;$OGU&^,)U1 MT3";4>HOFE/Z*II5_R:95O\CF5;_(9E7_Q^95_\?F5?_'YE7_Q__30T`_U4& M`/]=!0#[9`<`[VD)`.EK#`#A;!``TVT>`,EL,0+":D`'NV=,#;5D5Q.P86`9 MK%]I':A=<2&E7'@DHEJ`)Z!9ARJ=6)`LFU>8+IE6HC"65:PRE%6Y,Y-5RC.1 M5>4SD5?W+9%9_RF16O\ED5O_(Y%;_R&16_\AD5O_(9%;_R'_3PL`_U<"`/]A M`@#J:`$`WFT$`-AP"`#5<`L`RW(;`,)Q+@*Z;ST&M&Q)#:YI5!.I9UT9I&1E M':%B;2&=870EFE]\*)A>@RN578LMDEN4,)!;GC*-6J@TBUFU-8I9QC:(6>$V MB%ST,(A=_RN)7O\HB5__)8E?_R.)7_\CB5__(XE?_R/_40D`_UH``/5D``#@ M;```UW$#`-!T!@#-=0D`Q'87`+QV*@&T=#H%KG%&#*=N41*B:UH8GFEB'9IG M:2&697$EDV1X*)!B@"N-88@NBV"1,8A?FC.&7J4U@UZR-X)>PC>`7MPX@%_R M,X%A_RV"8O\I@F/_)H)D_R6"9/\E@F3_)8)D_R7_4P8`_UT``.=G``#;;P`` MT'0"`,IX!0#&>0<`OGH5`+9Z*`&O>#<%J'9$"Z)S3A*<<%<8F&U?'91K9R&0 M:FXEC6AU*(IG?2N'984NA&2.,8%CES1_8J(V?&*O.'IBOCEY8M4Y>6/O-'IE M_B][9O\K?&?_*'QG_R9\9_\F?&?_)GQG_R;_50,`_V```.-J``#5<@``S'@! M`,5[`P#`?04`N7X2`+%^)0&J?34$HWI!"IUW3!&7=%47DG)='(YP9""*;FLD MAVQR*(1K>BN!:H(N?FF+,7MGE31X9Z`V=F:L.'1FO#ES9M$Z5,6C79;&XET8B"%&V(,75LDC1S:YXW<&JJ.6YJN3IM:LXZ;6OK-V]M_#%P;O\M M<6[_*G%O_RAQ;_\H<6__*'%O_RC_60``ZV4``-MP``#->```Q'X``+R"`0"V MA`$`KH4.`*>&(`"@A3`#FH(]").`2`^.?5$5B7M9&H1Y8!^`=VP``P((``+B&``"QB``` MJ8D-`***'0"'ML)G1Y'LM;G>$,&MVCC-H=9HV972F.&-TM3EA=,DZ873G.&-V^3)E=O\N9G?_*V=W M_REG=_\I9W?_*6=W_RG_7P``XVP``-!V``#%?P``O(4``+2*``"LC```HXX* M`)V.&@"7CBL"D(PX!HJ*0PR$ATP2?X55&'J$7!UV@F,AY@U7WJD-UUZLSA<>L_\N8'S_*V%\_REA M?/\I87S_*6%\_RGU8@``WF\``,QZ``#`@P``MXD``*^.``"FD0``G9(&`)>3 M%P"1DR@!BY(V!86000M_CDH1>HQ2%G6*6AMQB&$?;8=H(VJ&;R=FA'?$`"#GR`` M?I\O`GB=.P=SG$4,;IM-$6F9519EF%P:89=C'EZ6:B%;E7(E5Y1\*%23ABM1 MDI(N3I*@,$R2KS%+DL(Q2I'@,4R1]2U-D?\J3I#_*$Z0_R9.D/\F3I#_)DZ0 M_R;><```R7T``+R)``"RD@``IY<``)V;``"3GP``AJ0``'ZF#`!ZIAL`=:8J M`7"F-P1LI4$)9Z-*#6.B4A)?H5D66Z%A&5B@:!U4GW`@49YZ(TZ=A"9+G9$I M2)R>*D::_R1'FO\D1YK_)$>:_R34 M=P``PH0``+:/``"KE@``H9P``):@``"+I0``?ZH``'2N!0!OKQ0`;*\D`&BO M,@)DKCT%7ZU&"5NL3PU8K%815*M>%%&J9A=.JFX:2ZEX'4BI@R!%J(\B0ZB= M)$&HK25`J,`E/ZC?)3^F]"-`I?\B0*7_(4"D_R!`I/\@0*3_($"D_R#*?@`` MNXL``*^5``"DFP``F:$``(ZF``""K```=[$``&JV``!CN`X`8;@=`%ZX+`%: MN#@"5[A"!5.X2PA0MU,+3;=;#DJV8Q!'MFL31+5U%D*U@1@_M8X:/;6<'#NU MK!PZM<`=.;7?'#FS]!PYLO\<.;'_&SFP_QLYL/\;.;#_&SFP_QO!A@``M),` M`*>:``"@2/`R/EH00BY;0$(>7- M!"#D[`0@XOL$'^'_!1_@_P4?X/\%'^#_!1_@_P6DG@``F*4``(NN``!]M@`` M<+X``&/&``!6RP``2]```$#5```VW```+^4'`"WM$``K[A@`*>XB`"?O*P`E M[S0`(_`\`"'P10`?\4X`'?)8`1OR9`$9\W$!&/.!`1?TD@(5]*4"%/6Z`A/U MU@(3].\"$O+\`A+P_P(2\/\"$O#_`A+P_P*:I```C:T``'^V``!QOP``8\<` M`%;.``!)TP``/=H``#/?```JXP``)O0%`"3[#0`A_!,`'OT;`!S](@`9_BD` M%_XQ`!7_.0`3_T$`$?]*`!#_50`._V$`#/]O`0S_@`$*_Y,!"?^F`0C_N@$' M_]0!!__K`0;_]@$&__8!!O_V`0;_]@&/K```@+8``'*_``!CR0``5M$``$C8 M```[W0``,.(``";F```?\```'/\``!G_"0`6_PX`%/\3`!'_&0`/_QX`#?\D M``O_*P`)_S(`!O\[``/_1```_T\``/]<``#_:P``_WT``/^0``#_HP``_[0` M`/_&``#_U@``_]8``/_6``#_U@""M0``<[\``&3)``!6TP``1]L``#K@```N MY0``(^D``!KM```5_0``$O\``!#_`@`._PD`"_\-``C_$``$_Q,``?\8``#_ M'@``_R0``/\K``#_,P``_ST``/])``#_5@``_V8``/]X``#_B@``_YL``/^H M``#_L0``_[$``/^Q``#_L0#_)2L!_R@I`?\I*0'_*"P!_R,R`?\>.P+_&D<" M_Q=5`_\58@/_$W`#_Q)\`_\2AP/_$I$#_Q*9`_\2H`/_$J<#_Q*M`_\1M`/_ M$;L#_Q'$`_\1S@/_$=\#_Q'K`O\2]@+_$OX"_Q+_`O\2_P+_$O\"_Q+_`O\2 M_P+_$O\"_Q+_`O\2_P+_*"D!_RLF`?\L)@'_*RD!_R@O`?\B.`+_($0"_QU2 M`_\;7P/_&&P#_Q=Y!/\7A`3_%XX$_Q>6!/\6G03_%J0$_Q:J!/\6L03_%K@$ M_Q;``_\6R@/_%ML#_Q;H`_\7]`/_%_T#_!?_`OL7_P/[%_\#^A?_`_H7_P/Z M%_\#^A?_`_H7_P/_*B8!_RXC`?\O(@'_+R4!_RPK`?\J-0+_)T$"_R1.`_\B M6P/_(&@$_QYT!/\=@`3_'8H$_QV2!?\=F@7_':$%_QVG!?\=K07_';0$_QV] M!/\=QP3_'=0$_AWF!/L=\@3W'OL#]1[_!/0>_P3S'O\$\Q[_!/(>_P3R'O\$ M\A[_!/(>_P3_+B(!_S(?`?\T'@'_,R`!_S(F`?\R,@'_+SX"_RQ*`_\J5P/_ M)V0$_R9P!?\E>P7_)(4%_R2.!O\DE@;_))T&_R2C!O\DJ@;])+$&_"2Y!OLD MPP;Y),\&]B3C!O(D\`7N)?H%[27_!NLE_P;J)?\&Z27_!NDE_P;I)?\&Z27_ M!NDE_P;_,AX!_S8;`/\X&0#_.!L!_SHC`?\Y+0'_.#H"_S5&`_\R4@3_,%\$ M_RYK!?\M=@;]+(`'^BR)!_DKD0?W*YD(]2N?"/0KI@CS*ZT(\2NU"/`KOPCN M*\L(ZRO?".`L_PG>+/\(WBS_"-TL_PC=+/\(W2S_"-TL M_PC_-1H`_SH6`/\]%`#_/Q<`_T$?`/]!*0'_0#0!_SU!`O\Z30/\.%H%^#9E M!O0U<0?Q-'L([S.$">TSC0GK,I0*Z3*;"N@RH@OF,JH+Y#*R#.,RNPSA,L@, MWS+<#-HR[`W5,_@-TC/_#=`S_PS.,_\,S33_"\PT_PO,-/\+S#3_"\PT_PO_ M.18`_SX2`/]!$`#_11,`_T@;`/]()`#_1R\!_D0[`O="1P/Q/U0%[#Y@!N@\ M:PCE.W8)XCM_"^`ZB`S=.9`-VSF7#MDXG@_6.*80U#BN$=(XMQ'0.,,2SCC3 M$LHXZ!+'.?<2Q#G_$<(Z_Q#!.O\/P#K_#K\Z_PZ_.O\.OSK_#K\Z_P[_/1,` M_T(/`/]�#_2Q``_TX6`/]/'P#]3BD!]$PT`>Q(00+F1TX$X$5;!MM$9@G6 M0G`,TD%Y#L]`@A#-0(H1RC^1$\D_F13'/J`5Q3ZH%L,^L1?!/KP7P#[+&+T^ MXABZ/O(7MS__%K5`_Q2T0/\3LT'_$;-!_Q"S0?\0LT'_$+-!_Q#_0!``_T8, M`/]+"@#_40T`_U,1`/]4&`#S5"(`Z5(M`>%0.P':3TD#TDU5!\Q+8`O(26H. MQ4AS$<)'>Q._1H,5O46+%[M%DQBY1)H9MT.B&K5#JQNT0[82_\9G4S_%YU,_Q:=3/\6G4S_%IU,_Q;_1PL`_TT"`/]4`@#W M6@0`ZUT'`.=="P#A7!``TUT>`,I=,`'#7#\$O5I,"+=85PRS5F`1KU1I%*Q3 M<1>I47@:IU"`'*1/AQZB3X\@H$Z8(9Y-H2.<3:LDFDVX)9E,R":63.(FE4[U M(I1/_Q^44/\BU;_'(M6_QJ+5O\:BU;_&HM6_QK_3`0`_U,``.Q<``#?8@``U&8! M`,YH!0#+9P@`PF<6`+IH*`&S9S@#K65%!ZAC4`RC85D1GU]A%9M=:!B87'`; ME5IW'I-9?R&06(/)8Q7F2>)5J,IAU:O*H55ORN$5M4L@U?O*8-8_B2# M6?\@A%K_'H1:_QR$6O\%91B91B18&P;CE]T M'HQ>>R&)78,DAER,)H1;E2B!6J`J?UJL+'U:NRU\6L\N>UOL*WQ<_"9\7?\B M?5[_'WU>_QU]7O\=?5[_'7U>_QW_4```]5D``.%C``#2:@``R6X``,)P`0"] M<`,`MG`0`*YQ(@"H<#("H6X_!IQL2@N7:E,0DFA;%(YF8AB+96D;B&-P'H5B M>"&"88`D@&"))GU?DBE[7ITK>%ZI+79>N"YU7LPO=%[I+75@^B=V8?\C=V+_ M('=B_QYW8O\>=V+_'G=B_Q[_4@``[%P``-QF``#.;0``Q'(``+UT``"W=`$` ML'0.`*EU'P"B="\"G'(]!9=P1PJ1;E$/C6Q9%(EJ8!>%:6<;@FAN'G]F=2%] M97TD>F2&)W=CD"EU8YLL```JW@- M`*1Y'0">>"T!EW`;60:?6QK'7IK'!I'75O<"!R;G@C;VV! M)FQLBREJ;)<,(O77#?+U]Q]2I@@``M8```*V$``"DA0``FH4#`)2%%`".AB4! MB80S`X.#/@=^@4@+>7]0$'5^5Q1Q?5X8;GME&VMZ;!YH>70B97A])6)WARA? M=I,J7':?+%IUKBY9=<`N6'7=+EEV\RI;=O\F7'?_(UQW_R!<=_\@7'?_(%QW M_R#J8```U6P``,5V``"Z?@``L80``*B(``"?B0``E(H``(V*$0"(BR$`@XHP M`GZ).P5YAT4*=(9.#G"$51)L@UP6:8)C&F:!:AUB@'(@7W][(UQ^A299?9$I M5WR>*U5\K"Q3?+XM4GS:+5-\\BE5?/\E5GS_(E=\_R!7?/\@5WS_(%=\_R#E M9```SW```,%Z``"V@P``K8D``*.,``"9C@``C8\``(:0#@"!D1T`?9`L`7B/ M.`1SCD((;HU+#&J,4Q!GBEH48XEA%V"(:!M=AW`>6H9Y(5:%@R14A8\F482< M*$^$JBI-A+PJ3837*DV#\2=/@_\D4(/_(E"#_Q]0@_\?4(/_'U"#_Q_>:0`` MR74``+R```"RB```_^)]$$E#0U]04D]&24Q%``\2J(T``)V1``"3DP``A98` M`'Z7"P!YEQD`=9%5J19AA7D&X; M5(]W'E&.@2!.CHTC2XV:)4F-J29(C;LG1XW4)T>,\"1(C/\B28O_($J+_QY* MB_\>2HO_'DJ+_Q[5;@``PWL``+>%``"LC0``HI(``)>6``",F0``?YP``'6> M!0!PGQ,`;9\C`&F?,`%EGCL$89Y%!UV=30I:G%0-5YM<$52:8Q11FFL73IET M&4N8?QQ(F(L>19>9($.7J"%"E[HB09?3(D&6[R!"E?X>0I7_'4.4_QQ#E/\< M0Y3_'$.4_QS,=0``O($``+&,``"FD@``FY<``)&;``"%GP``>:,``&JG``!E MIPX`8Z@<`&"H*P%=J#8"6:=`!%:G2093IE$)4*99#$VE8`Y*I6D11Z1R%$2D M?19"HXD8/Z.7&CVCIQL\H[D<.Z/2&SNB[QL[H/X:.Y__&3R?_Q@\G_\8/)__ M&#R?_QC$?```MHD``*J2``"?EP``E9P``(FA``!]I@``<:H``&2N``!:L0@` M5[$4`%6R(P!3LC`!4+([`DVR1`-+L4T%2+%5!T6Q70E#L64+0+!O#3ZP>@\[ ML(<1.:^6$S>OIA0VK[@4-;#1%#6N[Q0TK?X4-*S_%#2K_Q0TJ_\4-*O_%#2K M_Q2[A0``KY```*.7``"8G0``C*,``("H``!TK0``:+(``%RV``!0N@$`2;P- M`$B\&0!&O2<`1;TS`$.]/0%!O4IE@`` MGIT``)*C``"%JP``>+(``&NX``!?O@``4L(``$?&```]R@``-,\$`"O4"0`F MV0\`)=D9`"7:)0`DVC``(]L[`"/;10`BW%``(=U;`"#=:``>WG8`'=Z'`1S? MF0$:WZP!&=_$`1C>YP$8W/@!&-O_`A?:_P(7VO\"%]K_`A?:_P*@G```E*,` M`(>K``!YLP``;+H``%_!``!2Q@``1LH``#O.```QTP``*=D``"'>!0`>Z`X` M'>@5`!OI'@`9Z2<`&.HP`!;J.0`5ZT,`%.Q.`!+L6@`1[6<`$.YW`!#NB@`. M[YX`#O"S``WPS0`,[^P`#.W\``SK_P`,Z_\`#.O_``SK_P"7HP``B:L``'NT M``!MO```7\0``%+*``!%S@``.=,``"_8```EW0``'>$``!CL`@`6]PL`%/<1 M`!'X%P`0^!X`#ODE``WY+0`+^C4`"?L_``?[2@`$_%<``_UF``+^=P``_8L` M`/V?``#\M0``_-$``/SM``#\_```_/T``/S]``#\_0"+JP``?;0``&Z]``!@ MQ@``4LT``$32```WV```+-T``"+A```9Y0``$^H``!#Z```._P8`#?\,``K_ M$``'_Q0`!/\:``'_(```_R<``/\P``#_.@``_T4``/]3``#_8@``_W4``/^* M``#_GP``_[,``/_'``#_Y0``_^4``/_E``#_Y0!_M```<+T``&''``!3T``` M0]8``#;=```JX@``'^8``!;J```0[0``#/H```G_```&_P```O\$``#_"0`` M_PT``/\0``#_%```_QH``/\A``#_*0``_S0``/]```#_3@``_UX``/]R``#_ MAP``_YH``/^J``#_N0``_[D``/^Y``#_N0#_("D!_R(G`?\B)P'_'RH!_QDP M`?\2.0'_$$4!_PU3`?\,8`'_"FT"_PEY`O\)A`+_"8X!_PF6`?\)G0'_":,! M_PFI`?\)L`'_"+`,U-,`#&33\!P$Q,!+M+ M5P:W26$)M$AI#+%'<0ZN1GD0K$:`$:I%B!.H1)`4ID28%J1#H1>B0ZL8H$.W M&9]#QQF=0^`:FT3S%YE%_Q681O\3F$;_$9A&_Q"71O\0ET;_$)=&_Q#_0@4` M_T<``/=/``#E4P``W54!`-=5!@#54@L`RU,9`,-4*P"\5#L!ME)(!+%14@>M M4%P*J4YD#:9-;`^D3'01H4M[$Y]*@A6=2HH7FTF3&)E)G!J72*8;E4BR')1( MP1V22-@=D$GO&X]*_AB/2_\6CDO_%(Y,_Q*.3/\2CDS_$HY,_Q+_10``_TL` M`.E3``#>6```TUL``,U;!`#*6`<`PE@5`+I:)P"S6CD55@* MH51@#9Y3:!";46\3F%!V%990?A>43X89DDZ.&H].F!R-3:(=BTVN'XI-O""( M3=`@ATWK'X9/_!N&4/\8AE#_%H90_Q2&4?\4AE'_%(91_Q3_1P``^$\``.17 M``#570``S&```,5@`@#!7@4`NET1`+-?(P"L7S,!IEY``Z%<2P>=6E0*F5E< M#I989!&35FL3D%5R%HY4>AB+5((:B5.*'(=2E!Z%4IX?@U&J(8%1N")_4''']7D!]]5ILA>U:G(GE6M2-W5LUR#'7E;C1]V6I@A=%JD(W):LB1Q6L0E;UKA)7!; M]B!Q7/\<<5W_&G%=_QAQ7?\7<5W_%W%=_Q?]3P``Y5D``--B``#':```O6P` M`+9M``"O;```IVL+`*!L&0";;"H!E6LW`I!I0P6+:$P)AV94#(-E6Q"`8V(3 M?6)I%7IAL"5K7L$F:5[>)FI?]"%K M8/\=:V'_&VQA_QEL8?\8;&'_&&QA_QCU40``XEP``,]E``##:P``N6\``+%Q M``"J<0``HF\(`)MO%P"6<"<`D&\U`HMN0`6&;$D(@FI2#'YI60][:&`2=V9F M%'5F;A=R978:<&1^'6UCB!]K8Y,B:6*@)&9BKB5E8K\F9&+:)F1C\B)E9/\> M9F3_&V=D_QEG9?\89V7_&&=E_QCP4P``W5\``,MH``"_;P``MG,``*YU``"F M=0``G7,%`)9S%`"1="0`BW,R`H9R/@2!<$<(?6]/"WEM5PYV;%X1>)&%FK"5@9KTF7V?6)E]G\2)@:/\>86C_ M'&)H_QIB:/\98FC_&6)H_QGL5P``V6(``,=K``"\<@``LW<``*IY``"A>0`` MEW"$`AG@O`8%W.P1\=44'>'1-"G1R50YQ<5P1;G!C%&MO:A9H M;G$99FYZ'&-MA!Y@;(\A7FR<(UQKJB5::[LF66S3)EIL[R-;;/\?7&W_'%UM M_QI=;?\976W_&5UM_QGH6@``TF8``,-O``"X=@``KWL``*9^``"=?@``D7P` M`(I\#P"%?1X`@7TM`7Q\.0-W>D,&5W'_'%=Q_QI8 M@``JW\``**"``"8@P``BX$``(2! M#0!_@AH`>X(I`7:!-@)R@4`%;G])"&I^4`MG?5<.9'Q>$6%[9A1>>FT76WIV M&5EY@!Q6>(L?4WB8(5%WIB)0=[47?_&U)W_QE2=_\9 M4G?_&5)W_QG>8@``R&X``+MW``"P?P``IX0``)V'``"2AP``A(<``'V'"0!X MB!8`=(@F`'"(,@)LAST$:(9&!F6%3@EAA54,7H1<#UN#8Q)9@FL55H%T%U.` M?AI0@(D<3G^6'DQ_I2!*?[8A27_,(4E^ZQ]*?OP<2W[_&DM^_QE,?O\83'[_ M&$Q^_QC59P``PW,``+9\``"LA```HHD``)B+``"-C0``?(T``'6.!`!OCQ(` M;9`A`&F0+@%ECSD"8HY"!%Z.2P=;C5(*6(Q9#%:+80]3BV@24(IQ%$V)>Q=* MB8<92(B5&T:(HQU$B+0=0XC*'4.'ZAQ$AOL:1(;_&$6&_Q=%A?\7187_%T6% M_Q?-;0``O7@``+&"``"GB@``G(X``)*0``"&DP``>94``&R7``!FEPX`8Y@; M`&&8*0!>F#4!6I<^`U>71P55ED\'4I96"4^57@Q,E&8.2I1O$$>3>1-$DX45 M0I*3%T"2HA@^DK,9/9+)&3V1Z1@]D/H7/H__%CZ/_Q4^C_\5/H__%3Z/_Q7% MA M(@!5H2\`4J$Y`5"A0P)-H$L$2J!3!4B@6@=%GV,)0Y]L"T">=@X^GH,0.YZ1 M$3F=H!(XG;(3-Y[($S>=Z!(VF_H2-IK_$C:9_Q$WF?\1-YG_$3>9_Q&^>P`` ML8<``*6/``";E```D)@``(2<``!WH```:Z0``%^G``!2J@``3:L.`$NK&@!* MJR<`2*LS`$:K/0%$JT8!0JM.`D"K5@,^JU\%.ZMH!CFJO``!+L@``0;4&`#ZV$0`]MAX` M.[8I`#JW-``YMSX`-[='`#:W4`$TMUH!,K=D`C"W;P,NMWP$++>+!2JWG`4I MMZX&*+C%!2BWY@4GM?D')K/_!R:R_P@FLO\()K+_"":R_PBOC0``HI0``)>: M``"+H```?J8``'&K``!EL```6;0``$VW``!"NP``.+X!`"_""0`MPQ(`+,,> M`"O#*0`JQ#,`*<0]`"C%1P`GQ5$`)L5<`"7&:``CQG8!(L:&`2#&F`$?QJL! M'L?!`1[&Y`$=Q/@"',+_`QS!_P,T``!:N0``3KT``$+````XPP``+\<``";+!``>T`H`&]$1`!K2 M&@`9TB4`&-,O`!C3.@`7U$0`%M10`!7570`4U6L`$]9\`!+7CP`1V*0`$-F[ M`!#9W@`0U?,`$-/_`!#2_P$0T?\!$-'_`1#1_P&Q``!IN0``6\`` M`$[&``!!R@``-;(``&JZ``!T```#T````_P```/\```#_````_P0``/\)``#_ M#@``_Q(``/\8``#_(0``_RL``/\W``#_1@``_U@``/]K``#_@```_Y4``/^F M``#_LP``_[L``/^[``#_NP#_&R8`_QPD`/\:)`#_%2<`_Q`M`/\*-@#_!4,` M_P%0`?\`7@'_`&L!_P!V`?\`@0#_`(H`_P"2`/\`F@#_`*``_P"F`/\`K`#_ M`+(`_P"Y`/\`P@#_`,T`_P#?`/\`[`#_`/@`_P#_`/T`_P#]`/\`_0#_`/T` M_P#]`/\`_0#_`/T`_P#_'R,`_Q\A`/\>(0#_&2,`_Q,I`/\.,@#_#$``_PE- M`?\'6@'_!&0'_"X(!_PN+`?\+D@'_"ID!_PJ?`/\*I0#_"JL`_PJR M`/\*NP#]"L8`^PK4`/<*YP#S"O0`\`K_`.\+_P#N#/\`[0S_`>T,_P'M#/\! M[0S_`>T,_P'_)1L`_R88`/\E%P#_(1@`_R`A`/\>*P#_&C<`_Q=%`/\440'_ M$EX!_Q%I`?\1=`'_$7T!_Q"&`?T0C@'\$)4!^A";`?D0H0'W$*@!]A"O`?00 MMP#S$,(`\1#0`.T0Y0#H$?(`YA'^`>02_P'C$O\!XA+_`>(2_P'A$O\!X1+_ M`>$2_P'_*18`_RH3`/\I$@#_)Q,`_R@<`/\G)P#_(S,`_R`_`/\=3`#_&U@! M_!ED`?@9;@'V&'@!\QB!`?$8B0'O&)`![AB7`>P8G@'J&*0!Z1BL`><8M`'F M&+\!Y!C-`>`9XP'<&O$!V!K^`M0;_P+2&_\"T1O_`M`;_P+0&_\"T!O_`M`; M_P+_+1(`_RX/`/\N#0#_+Q``_R\7`/\N(0#_+"T`_RDY`/DF1@#T)%,![R)> M`>LB:0'H(7,!YB%\`>,AA`'A(8P!X"&3`=XAF@'<(:$!VB&I`=@AL0+5(;P" MTR+)`M`BWP+,(_`#R"/]`\8D_P/$)/\#PR3_`\(D_P/!)/\#P23_`\$D_P/_ M,`\`_S(+`/\S"`#_-@T`_S82`/\U&@#],B4`]#`R`.TM/P#G+$P`XBM8`=TK M8P'9*FT!U2IV`M(J?P+0*H8"SBJ.`\PJE0/**IP#R2JC!,`3!,H`$OS*'!;XRCP:\,I8&NC&>![@QI@>W,;`(M3*\"+,R MS`FQ,N4)K3/U":LS_PFJ,_\(J#/_!Z@S_P>G,_\'IS/_!Z.O\+G3K_"IPZ_PF<.O\)G#K_"9PZ_PG_.P(`_SX``/=$ M``#F1P``WT@!`-I&!@#90`L`S4(9`,5$*P"^1#L`N41(`;5#4P.Q0EP$KD)E M!JM!;`>I0'0)ID!["J0_@PNC/XH-H3Z3#I\^G`^=/J40FSZQ$9H^OQ&8/M02 MEC_M$90__`^30/\.DD#_#))!_PN20?\+DD'_"Y)!_PO_/0``_T,``.E)``#> M3@``TT\``,U.`P#*20@`PDD4`+M*)@"U2S8`KTM#`JM*3@.G25<%I$A@!Z%' M9PF>1F\*G$9V#)I%?0Z8184/ED2.$)1$EQ*20Z$3D$.L%(]#NA6-0\T5BT3H M%8I%^A*)1O\0B4;_#HA&_PV(1O\-B$;_#8A&_PW_0```\D<``.-/``#44P`` MRU4``,14``#`4`0`N4\1`+)0(@"L43(`IU$_`J)02@.>3U,%FTY<")A-8PJ5 M3&H,DTMQ#9%*>0^.2H`1C$F)$HI)DA2(2)P5ADBH%H5(M1>#2,<8@4CD&(%* M]Q6`2O\2@$O_$(!+_P^`2_\.@$O_#H!+_P[_0P``[$L``-U3``#.6```Q%H` M`+U:``"X5P$`L50.`*I6'@"E5BX`GU8[`9M51@.75%`%DU-8")!27PJ-468, MBU!M#HA/=!"&3WP2A$Z%$X).CA6`39D7?DVD&'Q-LAEZ3<,:>4W?&GA.]!=X M3_\4>$__$GA0_Q!X4/\/>%#_#WA0_P_]1@``YT\``-97``#(7```OU\``+=? M``"Q7```JED,`*1:&@">6RH`F5LX`91:0P.064P%C%A5"(E77`J&5F,,@U5J M#H%4<1!_4WD2?5.!%'I2BQ9X4I48=E&A&711KQMS4<`;<5';''%2\AEQ4_\5 M<53_$W)4_Q%R5/\00`.*74H%AEQ2!X-;60J`6F`,?5EG#GM8 M;A!X6'42=E=^%'16B!=R5I,8;U:?&FY5K!ML5;T<:U;5'6M6\!IK5_\7:UC_ M%&Q8_Q)L6/\1;%C_$6Q8_Q'Q2P``WU8``,Q>``#`9```MV<``*YH``"G9@`` MGV(&`)AC%`"29"0`C6,R`8EB/0*$84<$@6!/!WU?5@EZ7ET+=UUD#75<:Q!S M7',2<%M[%&Y;A1=L6I`9:EJ<&VA9JAQF6KH=95K1'65:[AME6_X79EO_%69< M_Q-G7/\29US_$F=<_Q+M3@``VED``,AA``"\9P``LVH``*ML``"B:@``F6<" M`))G$0"-9R$`B&V1-!GAC5`EU8EL+J!QA7K@=7U[.'5]>[!M@7_T885__%6%?_Q-B M7_\28E__$F)?_Q+J40``U%P``,1D``"Y:@``L&X``*=P``">;@``E&L``(UJ M$`"':QX`@VLL`'YK.`)Z:D(#=FE*!G-H4@AP9UD*;69@#6ME9P]H9&X19F1W M%&1C@19A8XP87V*8&EUBIAQ;8K8=6F+,'5IBZAQ;8_P87&/_%EQC_Q1=8_\3 M76/_$UUC_Q/F50``SU\``,%H``"V;@``K'(``*1T``":#&9J90YD:6P186EU$U]H M?Q9<:(H86F>6&EAGI!Q69[0=56?*'55GZ!M69_L85V?_%E=H_Q189_\36&?_ M$UAG_Q/A6```RV,``+UK``"R<@``J78``*!X``"6=P``B',``(%S"P!\=!<` M>'0F`'1T,@%P10`3H":'E#`V1X2P5A=U((7W=9"EQV8`Q9=6@/5W1P$51T>A-2P``HG\``)>!``",@0``>GX``'-_`@!N?Q$`:X`>`&B` M+`!E@#!%,>X,42GJ1 M%DAZGQ=&>J\817K$&$1ZY!A%>?@61GG_%$9X_Q)'>/\11WC_$4=X_Q'-90`` MO7```+%Y``"G@```G(0``)*&``"&A@``=X8``&N&``!FAPT`8X<9`&"()P!> MB#,!6X@\`EB'10-6ATT$4X94!E"&6PA.A6,*2X1L#$F$=@]&@X$11(./$T*# MG11`@JX5/X/"%3Z"XA4_@?<3/X'_$D"`_Q%`@/\00(#_$$"`_Q#&:P``MW8` M`*Q_``"BA0``EXD``(R+``"!C0``& M``"@``K(4``*&+``"6 MD```BY0``'^7``!RFP``9IT``%J@``!.H@``1:0)`$*D$P!`I!\`/Z0J`#ZE M-``\I3X`.Z5'`3FE3P$WI5@"-:5A`C.E;`,QI7D$+Z2'!2VDEP8LI*D&*Z2] M!BJDW@8JHO4'*:'_!RF@_P@IG_\(*9__""F?_PBQ@@``I8L``)J1``"0E@`` M@YH``':?``!JH@``7J8``%*I``!&JP``/*T``#6O#``SL!4`,K`A`#&P*P`O ML#4`+K$^`"VQ2``LL5$`*[%;`"FQ9P$GL70!)K&#`22QE`(CL:8"(K*[`B&R MVP(AK_,#(*[_`R"M_P0?K/\$'ZS_!!^L_P2JBP``G9$``).7``"'G```>J(` M`&VG``!@JP``5:\``$FQ```^M```,[<``"JZ`P`DO`T`(KT5`"&](``AO2H` M(+TS`!^^/0`>OD<`';Y2`!R_7@`:OVP`&;]\`!B_C@`7P*$`%L"V`!3`TP`5 MOO$`%;S_`16[_P$4NO\"%+K_`A2Z_P*AD@``EI@``(J>``!]I```;ZH``&*O M``!6M```2K<``#ZZ```SO0``*L```"'$```9QP4`$\L+`!',$@`1S!L`$,PE M``_-+P`.S3H`#LU&``W-4@`-SF``#,YP``O.@P`*SI<`"Y``!* MO0``/L```#+#```HQ@``'\H``!?-```1T0``#-8%``C9#``&V1(`!=H;``3: M)``#VRX``=LY``#<10``W5(``-YB``#>W``!9OP``2\8``#S*```OS@``)-(` M`!K8```2W```#.````7C````YP```.L```#K````[04``.X+``#P$```\14` M`/,>``#T)P``]S,``/E```#Z40``^V,``/QW``#]C0``_:,``/ZV``#^R0`` M_]\``/_?``#_WP!WL```:+D``%K!``!,R@``/,\``"[4```BV@``%]X``!#B M```)Y@```.D```#L````\````/8```#V````]P```/@```#Z!P``^PT``/T1 M``#_&0``_R,``/\O``#_/@``_T\``/]B``#_=P``_XT``/^?``#_K@``_[H` M`/^Z``#_N@#_%B,`_Q4A`/\2(0#_#B0`_P8J`/\`,P#_`$$`_P!.`/\`7`#_ M`&@`_P!T`/\`?@#_`(<`_P"/`/\`E@#_`)P`_P"B`/\`J`#_`*X`_P"U`/\` MO0#_`,<`_P#6`/\`YP#^`/,`_@#^`/T`_P#\`/\`^P#_`/L`_P#[`/\`^P#_ M`/L`_P#_&B``_QD>`/\6'@#_$"``_PHE`/\$,`#_`#T`_P!+`/\`6`#_`&0` M_P!P`/\`>@#_`(,`_P"+`/\`D@#_`)@`_P">`/\`I`#_`*H`_P"Q`/T`N0#[ M`,,`^@#0`/@`XP#W`/$`]@#\`/0`_P#T`/\`\P#_`/,`_P#S`/\`\P#_`/,` M_P#_'1P`_QP9`/\9&0#_%!L`_PXA`/\,+`#_"3D`_P5&`/\"4P#_`%\`_P!K M`/\`=0#_`'X`_P"&`/\`C@#_`)0`_@";`/P`H0#Z`*<`^`"N`/4`M0#S`+\` M\0#+`/``WP#N`.X`[`#Y`.L`_P#J`/\`Z@'_`.D!_P#I`?\`Z0'_`.D!_P#_ M(!<`_Q\4`/\<$P#_%Q4`_Q8=`/\3*`#_$#0`_PU!`/\,3@#_"5H`_PAF`/\( M<`#^!WD`_`>!`/H'B0#X!Y``]@:6`/,&G0#Q!J,`[P:J`.T&L@#J!KL`Z`;( M`.8&W`#D!NP`X@CZ`.`*_P#>"_\`W0O_`-T,_P#<#/\`W`S_`-P,_P#_(Q(` M_R,0`/\A#@#_'A``_QX8`/\<(P#_&"\`_Q0[`/\220#\$%4`^`]@`/0/:@#Q M#W0`[PY\`.T.A`#K#HL`Z0Z2`.<.F0#F#J``Y`ZG`.(.KP#@#K@`W@[%`-P. MV@#6$.P`TA'Z`,\2_P#-$O\!S!+_`C`-`7JP#.&+4`S!C!`,L8T@#' M&N@!PQOX`<`;_P&^'/\!O1S_`KP<_P*\&_\"O!O_`KP;_P+_*PP`_RL%`/\K M`P#_+0D`_RP.`/\I%0#W)B``[B,M`.0#*(8$!R"&(`<8ACP'$(98!PR&>`<$BI@&_(J\!O2*[`KPCR@*Y(^," MM23T`K,D_P.Q)/\#KR3_`Z\D_P.N)/\#KB3_`ZXD_P/_+P8`_R\``/\R``#_ M,P(`^3((`/+@T`T2\;`,DQ+`##,SL`O3-(`+DT4P&V,UP!LS-E`K`S;0*N M,W0#K#)[`ZLR@P2I,HH$IS*3!:4RFP:D,J4&HC*P!Z`RO@>?,M$'G#/J!YHS M^P>8-/\'ES3_!I8T_P:6-/\%EC3_!98T_P7_-0``_S@``.H^``#?0@``U4(` M`,\_`P#-.`@`Q3@5`+TZ)@"W.S8`LCQ#`*X\3@&J.U<"ISM@`Z4Z9P.C.F\$ MH3IV!9\Y?0:=.84'FSF-!YDXE@B8.*`)ECBK"I0XN`J3.,._\'C#O_!XP[_P?_.```\3X``.-%``#420``RTH``,5' M``#!000`NC\1`+-!(0"M0C$`J$,^`*1#20&@0E,"G4%;`YM!8@280&H%ED!Q M!I0_>`>2/W\(D#^("H\^D0N-/IL,BSZF#8D^LPV(/L0.AC_@#H0_]`V#0/\+ M@T#_"H)`_PF"0?\(@D'_"()!_PC_/```ZT,``-Q*``#,3P``PU```+Q.``"W M20$`L48.`*I('`"D22P`H$DZ`)M)10&82$X"E$=7`Y)'7@6/1F4&C49L!XM% MD;_ M"WI&_PIZ1O\)>D;_"7I&_PGU/@``YD@``--/``#'5```O54``+94``"P4``` MJ4P+`*)-&`"=3B@`F$XV`)1.00&034L"C4U3!(I,6@6'2V$&A4MH"(-*;PF` M2G<+?DE_#'Q)B0YZ2),/>$B?$'=(K!)U2+P2=$G2$W-)[A%R2O\/``"D6P``G%8$`)56 M$@"05R$`BU@O`(=7.PD0"?U9-`WQ55`5Z5%L&=U1B"'53:`ES4W`+<5)X M#6]2@@]M48T1:U&9$FE1IA1G4;859E'+%652Z11E4OL19E/_#V93_PUF4_\, M9E/_#&93_PSJ20``U5,``,5:``"Z7P``L&(``*AB``"?7P``EEH``(]:$`"* M6QX`A5LL`(%;.`%]6T$">EI*`W=9401T6%@&<5A?!V]79@EM5VT+:U9V#6E6 M?P]G58H19567$V-5I!1A5;058%7(%E]5YQ5@5OH28%;_#V%7_PYA5_\-85?_ M#&%7_PSG3```T58``,%>``"V8P``K68``*1F``";9```D%X``(E>#@"$7QL` M@%\I`'Q?-0%X7S\"=%Y'`W%=3P1O7%8%;%QF,F M`'9C,@!S8SP!;V)%`FQA3`1J850%9V!:!V5@80AC7VD*85]Q#%]>>PY=7H81 M6EZ3$EA=H!177;`55E[$%E5>XQ567O<25E[_$%=>_PY77O\-5U[_#5=>_PW> M4P``R%T``+MD``"P:@``IFT``)UN``"3;0``A6<``'YG"0!X9Q4`=&7$``'%Q``!K<0\`:'$<`&9R*`!CP``=7@``&MW``!E=PP`87@7`%]X)`!=>3``6GDZ M`5AY0@)6>$H"4WA1!%%W6`5/=V`'3'9H"$IV<@I(=7T,176*#D-UF0]"=:D0 M0'6\$$!UV1!`=/,/0'3_#D%S_PU!<_\,07/_#$%S_PS&9```MVX``*MV``"B M?```EW\``(R!``"!@0```(`!5@"L`4X$V`%&` M/@%/@$8"38!.`DM_50-)?UT%1G]F!D1^<`A"?GL)/WZ("SU]EPP\?:<-.GVZ M#CI^U@TZ?/$-.GO_##I[_PLZ>O\+.GK_"SIZ_PO`:0``LG0``*=\``"=@0`` MDH0``(>&``![AP``;H<``&"'``!5AP$`4(@.`$Z(&@!-B28`2XDP`$F).@!( MB4(!1HE*`42)4@)"B5H#0(AC!#V(;04[B'@&.8>&"#>'E0DUAZ8*-(>Y"C.' MTPHSAO`),X7_"3.$_PDS@_\),X/_"3.#_PFY<```K7H``**"``"7AP``C8H` M`(&,``!UC@``:(\``%J0``!/D0``1Y(*`$22$P!#DQ\`09,J`$"3-``_DST` M/9-%`#N330$ZDU8!.)-?`C:3:0,TDW4#,I*#!#"2DP4NDJ0&+9*W!BR2T08L MD>\&*X__!BN._P8KC?\'*XW_!RN-_P>S>```IX(``)R(``"1C```AY```'J3 M``!ME0``89<``%69``!)FP``/YP!`#F=#@`WG1<`-IXB`#2>+``SGC4`,IX^ M`#&>1P`PGU``+I]:`"V?9`$KGW$!*9Y_`B>>D`(FGJ$"))ZU`B.>S@(CG>X# M(YO^`R*:_P0BF?\$(IG_!"*9_P2L@0``H(@``)6.``"+D@``?Y8``'*:``!E MG0``6:```$ZC``!"I```-Z8``"ZH!0`IJ0\`**D8`">J(@`FJBP`):HU`"2J M/P`CJD@`(JM3`"&K7@`@JVH`'JMY`!VKBP`;JYT`&JNQ`!FKR@`9JNP!&:C] M`1BG_P(8IO\"&*;_`ABF_P*EB0``F8\``(^4``"#F0``=9X``&BB``!M08`&;``C%*``'Q3(` M!L8]``7&20`%QE<``\9F``+&=P`!QHL``,:@``#%M@``QM(``,7O``#%_``` MQ?\``,7_``#%_P"5E@``B9P``'NC``!MJ0``8*\``%.T``!&N```.KL``"Z^ M```DP0``&\0``!/'```.R@``",X!``'0"@``T!```-`6``#1'@``TB<``-,Q M``#4/```U4D``-98``#6:0``UGP``-:2``#6IP``UK\``-;@``#6\P``UOX` M`-;_``#6_P",G0``?J0``&^K``!AL@``5+D``$:]```YP0``+<0``"+'```9 MRP``$`/\,'@#_!"$`_P`G`/\`,`#_`#X`_P!,`/\`60#_`&4`_P!P`/\` M>@#_`(,`_P"+`/\`D@#_`)@`_P">`/\`I`#_`*H`_P"P`/\`N`#_`,(`_P#. M`/\`X@#^`/``_0#[`/L`_P#[`/\`^P#_`/H`_P#Z`/\`^@#_`/H`_P#_%!P` M_Q(:`/\.&@#_"!P`_P`A`/\`+0#_`#H`_P!(`/\`50#_`&$`_P!L`/\`=@#_ M`'\`_P"'`/\`C@#_`)0`_P":`/X`H`#]`*8`_`"L`/L`M`#Y`+T`^`#)`/<` MW`#U`.P`\P#X`/,`_P#R`/\`\0#_`/``_P#P`/\`\`#_`/``_P#_%Q@`_Q46 M`/\1%0#_#!<`_P4=`/\`*`#_`#8`_P!#`/\`4`#_`%P`_P!G`/\`<0#_`'H` M_`""`/H`B0#X`)``]P"6`/4`G`#T`*(`\P"H`/$`L`#P`+@`[@##`.P`TP#J M`.<`Z0#U`.<`_P#F`/\`Y0#_`.4`_P#E`/\`Y0#_`.4`_P#_&A,`_Q@1`/\4 M$`#_#Q$`_PT9`/\*)`#_!3``_P$^`/\`2P#_`%<`_@!B`/H`;`#U`'4`\@!] M`/``A`#N`(L`[`"1`.L`EP#I`)X`YP"D`.8`K`#D`+0`X@"_`.``S0#>`.,` MW`#R`-H`_0#8`/\`U@#_`-4!_P#5`?\`U0+_`-4"_P#_'A``_QP-`/\7"P#_ M%0X`_Q05`/\1'P#_#BH`_PLX`/T(10#X!E$`]`1<`.X$9@#J!&\`Y@-W`.0$ M?P#B!(8`X`2,`-X$DP#=!9H`VP6@`-@%J`#5!;$`T@6[`-`&R0#.!^``S`CQ M`,D*_P#'"_\`Q@S_`,4,_P#%#/\`Q0S_`,4,_P#_(0P`_R`&`/\<`P#_'0H` M_QL0`/\8&`#_%",`]A$P`.\./@#J#DH`Y0U6`.$-8`#=#6D`V0UQ`-4->0#3 M#8$`T0V(`,\-CP#-#I8`RPZ=`,H.I0#(#JX`Q@^Y`,00R`#"$-\`OA'R`+L2 M_P"Y$_\`MQ/_`;83_P&V$_\!MA/_`;83_P'_)08`_R,``/\C``#_)`,`_R$* M`/T=$0#Q&AL`Z!8G`.$4-0#:$T,`TQ1/`,X560#+%6,`R!9K`,46"`,`8B0"^&)``O!B8`+L9H`"Y&:D`MQFT`+4:P@"T&M8`L!OM`:T<_`&K M'?\!J1W_`:D=_P&H'?\!J!W_`:@=_P'_*```_R<``/XJ``#O*@``YR)?\" MG27_`IPE_P*;)?\"FR7_`ILE_P+_+```_RT``.TR``#B-```VC,``-,N`P#2 M)0H`R247`,$G)P"[*38`MBI#`+(K3@"O*U<`K"M@`*HK9P&H*V\!IBMV`:0K M?0&C*X0"H2N-`I\KE0*>*Y\"G"NJ`YHKM@.9+,<#ERSB`Y0M]022+?\#D2W_ M`Y`N_P.0+?\#D"W_`Y`M_P/_,```\C,``.0Z``#6/0``S#P``,".;P(@3G3"'\Z[@A].OX'?#O_!GP[_P5\ M._\%?#O_!7P[_P7T-P``Y4```-)'``#%2@``O$L``+5)``"O0P``J3X+`*(_ M%P"=0"8`F$$T`)1!/P"104D!CD%1`8M`60*)0&`#AT!G`X4_;02#/W4%@3]] M!G\^AP=]/I$(>SZ<"7H^J0EX/K@*=S_-"G4_Z@IT0/P(=$#_!W1`_P9S0/\& M41Y!G=$ M@@AU0XT)$]'`79/3P)S3E4#<4Y0AA480*8%"1 M#%Y0G@U<4*T.6U'`#EI1W@]:4?4,6E+_"EM2_PE;4?\(6U'_"%M1_PC?2@`` MR5,``+M:``"P7P``IF$``)UA``"47@``B%<``(!6"@!Z5Q4`=E``"M8@``HV4``)IE``"08P``@UP``'M;!@!U6Q(`<5L?`&Y<*P!K7#8` M:%L_`65;1P%C6TX"85I5`U]:7`1=6F,%6UIK!EE9=0A768`*55F,"U19F@U2 M6:H.45F\#E!9V`Y06?(-45G_"U%9_PI16?\)45G_"%%9_PC440``PEH``+1A M``"J9@``H&@``)=I``",9P``?6```'5?`P!O7Q``:U\<`&A@*`!F8#,`8V`\ M`6%@1`%?7TP"7%]3`UM?6@197V$%5UYI!E5>U`Y+7O$,3%[_"TQ=_PI,7?\)3%W_"$Q=_PC/5```OEX``+%E``"G M:@``G6T``)1M``");```>&4``&]D``!I9`X`9609`&)D)0!@93``7F4Z`%QE M0@%:94H"6&11`E9D6`-49%\$4F1G!5!C<0=.8WL)3&.("DICEPM(8Z8,1V.X M#49CT0U&8^\,1F+_"D=B_PE'8O\)1V+_"$=B_PC*6```NF(``*YI``"C;@`` MFG$``)!R``"$<0``=&L``&EI``!C:0L`7VD5`%QJ(0!::BT`6&LV`%9K/P%5 M:T_8@``L6L``*9S``"=>0``DGL``(=\ M``![?```;7H``&!X``!6=P$`4'<.`$YX&`!,>"0`2WDN`$EY-P!(>4``1GE( M`41Y3P%">5<"07E@`C]X:0,\>'0$.GB"!3AXD08W>*$'-7BS!S1XRP"9@(U@G$#,X)_`S&!C@0P@9\$+H&Q!2V!R`4M@>D$+7_\ M!2U^_P4M??\%+7W_!2U]_P6S;@``J'@``)U_``"2@P``B(8``'V'``!PB``` M8XD``%6*``!+B@``08H"`#N+#@`YBQ<`.(PB`#>,+``VC#4`-(P]`#.,1@`R MC4\`,8U8`"^-8@$MC&X!*XQ[`2J,BP(HC)P")HRO`B6,Q@(EB^@")8K[`R6( M_P,EB/\#)8?_`R6'_P.M=@``HX```)>%``"-B0``@HP``':.``!ID```7)(` M`%"3``!$E```.I4``#&6"``MEQ$`+)<:`"N7)``JERT`*9I(``&V5``!AF```59L``$F= M```]G@``,Y\``"JA```AHPH`'Z,1`!ZC&@`=I"0`'*0M`!ND-@`:I#\`&:1* M`!BD50`6I6$`%:5P`!2E@0`3I90`$J6H`!&EOP`0I.(`$:+X`!&A_P`1H/\! M$:#_`1&@_P&@A@``E8P``(R1``!_E0``<9H``&2>``!8H0``3*0``$"F```U MIP``*JD``"*L```9K@``$K`)`!"Q$``0L1@`#K$B``ZQ*P`-L34`#;%```RQ M2P`+L5@`"K%G``BQ>``'L8L`!;&@``2PM0`$L-``!+#O``6O_@`&KO\`!J[_ M``:N_P"8C@``CY,``(*8``!UG0``9Z(``%JG``!.JP``0:T``#6O```KL0`` M(;0``!BV```1N0``#;P#``>^#``#O1(``;T9``"^(@``OBL``+XV``"^00`` MOTX``+]<``"_;0``OX```+Z5``"^J@``OL(``+WD``"]]@``O?\``+W_``"] M_P"2E```A9H``'B@``!JI@``7*L``$^P``!"LP``-;8``"JX```@NP``%[X` M`!#!```+Q```!,<```#)!P``R0T``,D2``#*&0``RR(``,LK``#--0``SD$` M`,Y0``#/8```SW(``,^'``#/G0``S[,``,_.``#/ZP``SO@``,[^``#._@"( MFP``>J(``&RH``!>KP``4+4``$*Y```UO```*;\``!["```5Q@``#LD```C, M````T````-,```#5````U@8``-@,``#9$0``VQ8``-P?``#>*```X#0``.)! M``#B40``XV,``.-W``#DC@``Y*0``.2Z``#EU```Y>H``.7S``#E\P!\HP`` M;JH``&"R``!1N0``0[X``#7"```HQ@``',D``!/-```,T0``!-4```#:```` MW@```.$```#B````Y````.4#``#G"0``Z0X``.L2``#M&@``[R0``/(Q``#T M00``]%,``/5F``#U?```]I,``/:I``#WO```]\X``/??``#WWP!PK```8;0` M`%.[``!%PP``-L<``"?,```;T```$=4```K;````WP```.(```#E````Z0`` M`.P```#M````\````/$```#S````]00``/<*``#Z$```_!8``/\A``#_+@`` M_T```/]3``#_:```_X```/^6``#_J```_[8``/^_``#_OP#_#1P`_PH;`/\" M&P#_`!X`_P`D`/\`+@#_`#P`_P!*`/\`5@#_`&,`_P!M`/\`=P#_`'\`_P"' M`/\`C@#_`)0`_P":`/\`H`#_`*8`_P"L`/\`M`#_`+T`_P#)`/X`W0#]`.T` M_`#Z`/L`_P#Z`/\`^0#_`/H`_P#Z`/\`^@#_`/H`_P#_$!D`_PT7`/\&%@#_ M`!@`_P`>`/\`*@#_`#<`_P!%`/\`4@#_`%X`_P!I`/\`<@#_`'L`_P""`/\` MB0#_`)``_@"6`/T`G`#\`*$`^P"H`/D`KP#X`+@`]@##`/0`T@#S`.<`\@#V M`/``_P#O`/\`\`#_`.\`_P#O`/\`[@#_`.X`_P#_$A0`_P\2`/\+$@#_`!(` M_P`:`/\`)0#_`#,`_P!``/\`30#_`%D`_P!D`/T`;0#[`'8`^0!]`/<`A`#U M`(L`]`"1`/,`EP#Q`)T`\`"C`.X`J@#L`+,`Z@"]`.@`RP#G`.$`Y0#Q`.,` M_0#C`/\`X@#_`.$`_P#A`/\`X`#_`.``_P#_%!``_Q$.`/\-#0#_!P\`_P(5 M`/\`(`#_`"T`_P`Z`/\`1P#Y`%,`]0!>`/(`:`#P`'``[0!X`.L`?P#I`(4` MZ`",`.8`D@#E`)@`XP"?`.$`I@#?`*X`W`"X`-H`Q0#6`-D`U`#L`-(`^0#1 M`/\`SP#_`,X`_P#.`/\`S@#_`,X`_P#_%PP`_Q0(`/\/!0#_#@L`_PP1`/\' M&@#_`28`_``T`/0`00#M`$T`Z0!8`.8`8@#C`&H`X`!R`-X`>0#;`(``V0"& M`-8`C0#3`),`T0":`,\`H0#-`*H`RP"S`,D`OP#&`-``Q0#H`,,`]@#!`/\` MP`+_`+\#_P"_`_\`OP/_`+\#_P#_&P8`_Q<``/\4``#_$P4`_Q$-`/\.%`#Y M"A\`\`8L`.8#.0#@`T8`W`-1`-8$6P#2!&0`SP5L`,P% M(@"T'S$`KR`]`*LA2`"H(E(`IB):`*,C8@"A(VD`H"-O`)XC=P"<(WX`FR.& M`)DDCP&7))D!EB2C`90DL`&2);\!D276`8XF[P&,)_\"BR?_`HHG_P*))_\" MB2?_`8DG_P'Z*0``[#```-TV``#-.```Q#<``+XR``"Z*P(`M24.`*XG'0"H M*2L`I"HX`*`J0P"=*TP`FBM5`)@K7`"6*V,`E"MJ`9(K<0&0+'@!CRR!`8TL MB@&++)0"BBR?`H@LJP*&++H"A2W.`X,NZ@.!+OP#@"[_`G\N_P)_+O\"?B[_ M`GXN_P+T+@``Y#<``-(]``#%/P``NS\``+0\``"O-0``J2\+`*,O%P">,28` MF3(S`)8R/@"2,T@`D#-0`(TS6`"+,UX!B3-E`8C/)!'DTY@1W-?D$=C7_`W4U_P-U-?\#=37_`W4U M_P/P,P``W3T``,I#``"^10``M48``*U#``"F/0``H#8&`)DV$P"4."$`D#DN M`(PY.0").4,`ASE,`(0Y4P&".5H!@#EA`7XY:`)\.6\">CEW`GDY@`-W.8L$ M=3F6!'0YHP5R.;$%<3G$!F\ZX@9N.O<%;CO_!&T[_P1M._\#;3K_`VTZ_P/J M.0``U4(``,1(``"Y2P``KTL``*=)``"?1```F#X!`)$\$`",/1T`B#XJ`(0_ M-0"!/S\`?C](`'P_3P%Z/U8!>#]=`78^9`)T/FL"01H0X,%9D./!F1# MG0=C0ZL'84.]"&!$V0A@1/,'8$3_!E]$_P5?1/\$8$3_!&!$_P3@00``RDH` M`+M0``"P4P``IU4``)Y3``"53P``BTD``(-'"P!]1Q4`>4-!EY'F@=< M1ZD(6TB["%I(U`A:2/$'6DG_!EI)_P5:2/\%6DC_!%I(_P3;1```QDT``+A3 M``"M5P``HUD``)I8``"15```ADX``'U+"`!W2Q(```"D8@``FF0` M`)%D``"&8@``=UL``&U8``!F6`P`8E@6`%]8(@!=62P`6UDV`%E9/@!7648` M5EE-`5195`%265L"45EC`T]9;`--67<$2UB$!4E8D@=(6*('1UFS"$99R@A% M6>H(1EG]!D98_P9&6/\%1UC_!4=8_P7'4@``N%L``*MA``"A9@``F&@``(YI M``"#9P````!A70D`7%T3`%I='@!772D`5EXS`%1>.P!27D,`45Y* M`4]>4@%.7ED"3%YA`DI>:@-(7G4$1EZ"!41=D`9#7J`'05ZQ!T!>R`=`7N@' M0%W\!D%=_P5!7?\%05S_!4%<_P7#5@``M%\``*AF``">:@``E6T``(IM``!_ M;```;V<``&1D``!;8@4`5F(0`%1B&P!28R4`4&,O`$YD.`!-9$``2V1(`$ID M3P%(9%@``B'P``'Y]``!R?0``9'P``%=[ M``!,>@``0GD#`#QY#@`Z>A<`.7HA`#AZ*@`W>S,`-GL[`#1[1``S>TP`,GM5 M`#![7P`O>VH!+7MW`2M[AP$J>Y@"*'NJ`B=[OP(F>^$")GKW`B9X_P(F>/\" M)W?_`B=W_P*N;```HW8``)E\``".?P``A((``'B#``!LA```7X0``%&$``!' MA```/(0``#.$"0`PA!$`+X0:`"V$)``LA2T`*X4U`"J%/@`IA4<`*(90`">& M6@`FAF8`)(9S`".&@P`AAI4`((:G`1Z&O`$>AMX`'H3U`1Z"_P$>@O\!'H'_ M`1Z!_P&H=```GGT``)."``")A0``?H@``'&*``!EBP``6(P``$R-``!`C@`` M-HX``"R/```ED`P`(Y`3`"*0'``AD"4`()$N`!^1-@`>D4``'9%)`!R15``: MD6``&9%N`!B1?@`6DI``%9*D`!21N0`3D=@`$X_T`!2._P`4C?\`%(S_`12, M_P&C?0``F(,``(Z(``"$C```=X\``&F1``!=DP``4)4``$67```YF```+ID` M`"6:```=FP(`%IT,`!6=$P`4G1L`$YTD`!*=+0`1GC<`$9Y!`!">3``/GE@` M#IYG``V>=P`,GHH`"YV>``J=L@`)G M``"J;@``JH$``*J5``"IJ@``J<$``*CD``"H]@``I_\``*?_``"G_P"5BP`` MC)```'^5``!QF@``8YX``%:B``!*I@``/:@``#&J```FJP``':T``!2P```. ML@``";4!``*V"@``M@\``+85``"W'0``MR4``+20``WEH` M`-]N``#?A0``WYP``-^R``#>RP``WN8``-_T``#?]`!YH0``:Z@``%RO``!. MM0``0+L``#&^```DP0``&<4``!#(```)S````,\```#3````V0```-P```#= M````WP```.$```#B!0``Y`L``.80``#H%@``ZB```.TK``#P.@``\4L``/%> M``#R`/\`W0#_ M`-T`_P#=`/\`W0#_`-T`_P#_#PT`_PP+`/\#"0#_``P`_P`2`/\`'0#_`"D` M^P`W`/@`1`#U`%``\@!:`.X`8P#L`&L`Z0!S`.<`>@#E`(``XP"&`.$`C`#? M`),`W0"9`-L`H0#9`*D`U0"R`-(`O@#0`,X`S@#F`,P`]@#*`/\`R@#_`,D` M_P#(`/\`R`#_`,@`_P#_$0@`_PT"`/\'``#_!0@`_P`.`/\`%@#W`"(`[P`P M`.L`/0#H`$D`Y`!4`.``70#=`&4`V0!M`-4`P"O"((`K@F*`*P) MD@"J"9L`J`JE`*8*L`"E"[\`HPS4`*$-[0"?#OX`G0[_`)P/_P";#_\`FP__ M`)L/_P#_&@``]QD``.H>``#?'@``U1H``-`3`@#.#`L`QPL6`,`-)0"Z#C(` MM@X_`+(/20"O$%(`K!!:`*H080"H$6@`IA%O`*01=@"B$7T`H1&%`)\2C@"= M$I<`G!*B`)H3K0"8$[P`EQ30`)05[`"2%OT`D!?_`(\7_P".%_\`CA?_`(X7 M_P#Z'0``[B,``-\H``#0*@``QR<``,$A``"]&04`N1(0`+(5'@"M%BP`J!&`"A("8`G"$R`)DB M/0"5(D<`DR-/`)$C5@"/(UT`C21D`(LD:P"))'(`B"1Z`(8D@P"$)8T`@R68 M`8$EI`&`)K(!?B;%`7TGX@%[)_2C_`7@H_P%X*/\!>"C_`7@H_P'O*P`` MW3,``,HY``"^.P``M#H``*TV``"F+P``H2@'`)LG$P"6*"``D2DM`(XJ.`"+ M*T(`B"M*`(8K4@"$*U@`@BQ?`(`L9@!_+&T`?2QU`'LL?@%Z+(@!>"R4`78M MH`%U+:X"="W``G(NW0)Q+O0"<"__`F\O_P)O+_\!;B__`6XO_P'H,0``TSH` M`,,_``"W00``KD$``*8^``">.```ES$!`)$N$`",+QP`B#`H`(0Q,P"!,CT` M?S)&`'TR30![,E0`>3);`'0%P,X0!;S.0`FTSG0)L M,ZL":C2\`FDTU0-H-?$"9S7_`FQ!$]'QP1. M1^<$3D?[!$Y'_P-.1_\#3T?_`T]'_P/,1@``NTX``*]4``"D5P``FE@``)%7 M``"&5```>TX``'!*``!I2`T`94@6`&))(0!?22L`74DT`%M)/`!924,`5TE* M`%9)4@!52ED!5$IA`5)*:@%12G4"3TJ!`TY*CP-,2Y\$2TNP!$I+Q01)2^8$ M24OZ!$E+_P-*2_\#2DO_`TI+_P/(20``N%$``*Q7``"A6P``F%P``(Y<``"# M60``=E,``&M.``!D30H`7TP3`%Q-'@!:32@`6$TQ`%9-.@!434$`4TY(`%). M3P!03E40<`65$1`%=1&P!4424`4E(O`%%2-P!/4C\`3E)&`$U330!, M4U4`2E-=`4E39@%'4W`"15-]`D13BP-"4YL#052L!$!4P00_5.($/U3X`T!3 M_P-`4_\#0%/_`T!2_P/`4```LE@``*9>``"<8@``DF4``(AE``!]8@``;EP` M`&-9``!95@,`5%8.`%%6&`!/5B(`35`#.ECW`SI8_P,[ M5_\#.U?_`SM7_P.\5```KEP``*-C``"99P``D&D``(5I``!Y9P``:V(``&!@ M``!570``3EL,`$M;%`!)7!\`1UPH`$9=,0!%73D`0UU!`$)=2`!!7E``0%Y8 M`#Y>80$\7FP!.UYX`CE>AP(W7I<"-EZI`S5>O0,T7]T#-%[U`S5=_P(U7?\" M-5S_`C5<_P*X60``JF$``*!G``"6;```C&X``(%N``!V;```9VD``%QF``!1 M9```2&()`$1B$0!"8AL`06,D`#]C+0`^8S4`/60]`#QD10`[9$T`.615`#AD M7P`V9&D!-61V`3-DA0$Q994",&6G`B]ENP(N9=H"+F3T`BYC_P(O8_\"+V+_ M`B]B_P*S7@``IV8``)QM``"3<0``B',``'US``!R<@``9'```%AN``!-;``` M0FH#`#QI#@`Z:A8`.6H@`#AJ*``V:S$`-6LY`#1K00`S;$D`,FQ2`#%L7``O M;&8`+FQS`"QL@@$J;),!*6RE`2ALN0$G;=8!)VOR`2=J_P$G:O\!*&G_`BAI M_P*N9```HVP``)ES``".=@``A'@``'EY``!M>```8'<``%-V``!(=0``/G,` M`#1R"@`Q@`9?XP`%W^?`!9_LP`5?\X`%7[O`!9\_P`6>_\`%GO_`!=[_P"D<@`` MFGH``(]_``"%@@``>X0``&V&``!@AP``5(<``$B(```\B```,H@``"B(```@ MB`4`&HD.`!F)%0`8B1T`%XHF`!:*+@`5BC<`%(I!`!.*3``2BU@`$8ME`!"+ M=0`/BX<`#HJ;``V*KP`,BL@`#(GJ``V'_``.A_\`#H;_``Z&_P"?>P``E($` M`(J%``"`B`````67;@`# MEH```9:4``"5J```E;X``)3@``"4]```D_\``9+_``&2_P"8@@``CH@``(6, M``!WCP``:I(``%V5``!0F```1)H``#B;```LG```(IT``!F>```2H```#:(" M``>C"P`!HQ```*,7``"C'P``HR<``*,Q``"D/```I$@``*16``"D90``HW<` M`*.+``"CH```HK8``*'2``"A\```H/L``*#_``"@_P"1B@``B8X``'N2``!M MEP``8)L``%.>``!&H0``.:,``"VD```CI@``&:@``!&J```,K```!:X```"O M!P``KPT``*\1``"P&```L"```+$H``"Q,@``LCX``+),``"R6P``LFP``+*! M``"QEP``L:P``+#&``"PZ```K_<``*__``"O_P",D```?Y4``'&:``!CGP`` M5:0``$>H```ZJ@``+:P``"*N```8L```$+,```JU```"N````+L```"[```` MO`<``+P-``"]$0``OA8``+\>``#`)P``P3(``,)```##3P``PV```,-T``## MBP``PZ$``,.X``#"UP``PN\``,+Z``#!_@"!EP``$``-GP``#9]`!VGP``9Z8``%FL``!+L@``/+<``"ZZ M```AO0``%<````W$```%QP```,H```#.````T@```-4```#6````V0```-L` M``#=````WP<``.$,``#C$0``YAD``.DD``#L,@``[4,``.Y6``#O:P``[X0` M`.^<``#OL@``[\8``._=``#OY`!JJ```6Z\``$RV```^O```+\```"#$```4 MR```#,P```+0````U````-D```#>````X@```.4```#F````Z````.D```#L M````[@```/`"``#R"0``]0\``/@7``#\(P``_S,``/]&``#_6@``_W$``/^) M``#_GP``_[$``/_```#_Q@#_`!4`_P`4`/\`%`#_`!<`_P`=`/\`*`#_`#<` M_P!$`/\`40#_`%P`_P!F`/\`;P#_`'<`_P!^`/\`A0#_`(L`_P"1`/\`EP#_ M`)T`_P"D`/\`JP#_`+0`_@"_`/T`S@#[`.8`^0#V`/@`_P#W`/\`]P#_`/<` M_P#P`/\`[`#_`.D`_P#_`Q(`_P`0`/\`$`#_`!$`_P`7`/\`)`#_`#(`_P`_ M`/\`3`#_`%<`_P!A`/\`:@#_`'(`_P!Y`/T`@`#\`(8`^@",`/D`D@#X`)@` M]@"?`/4`I@#T`*X`\@"Y`/``Q@#N`-X`[0#P`.L`_@#J`/\`Z0#_`.D`_P#G M`/\`XP#_`.``_P#_!PX`_P`-`/\`"P#_``P`_P`3`/\`'P#_`"P`_P`Z`/\` M1@#^`%(`^P!<`/@`90#U`&P`\P!T`/$`>@#O`($`[@"'`.P`C0#J`),`Z0": M`.<`H0#F`*D`XP"S`.$`OP#?`-``W0#I`-H`^0#9`/\`UP#_`-4`_P#5`/\` MU0#_`-0`_P#_"0H`_P$%`/\``P#_``D`_P`0`/\`&0#[`"8`]P`T`/0`0`#R M`$P`[@!6`.H`7P#G`&<`Y`!N`.(`=`#@`'L`W@"!`-P`AP#:`(T`U@"4`-0` MFP#1`*,`SP"M`,P`N`#*`,<`R`#@`,8`\P#%`/\`PP#_`,,`_P##`/\`PP#_ M`,,`_P#_"P$`_P,``/\```#_``,`_P`+`/,`$@#N`!\`Z@`M`.8`.@#B`$4` MW@!/`-D`6`#4`&``T0!H`,X`;@#,`'0`R@![`,@`@0#&`(<`Q`".`,(`E@#` M`)X`O@"G`+L`L@"Y`,``MP#4`+4`[`"S`/L`LP#_`+(`_P"R`/\`L0#_`+$` M_P#_#0``_P8``/\#``#W````]``#`.<`#0#@`!@`V@`E`-,`,@#.`#X`R@!) M`,8`4@##`%H`P`!A`+X`:`"\`&X`N@!T`+@`>P"V`($`M`"(`+(`D`"P`)D` MK@"B`*P`K0"J`+H`J`#+`*8`Y@"E`/<`I`#_`*,`_P"B`/\`H@#_`*(`_P#_ M$```^PP``.\.``#F#0``WPD``-H`!@#0`!$`R0`=`,0`*@"_`#<`NP!"`+<` M2P"T`%0`L@!;`*\`8@"M`&@`JP!N`*D`=0"H`'L`I@"#`*0`BP"B`)0`H`"> M`)X!J`"<`K4`FP/&`)D%X@"8!O0`E@C_`)4)_P"4"?\`E`G_`)0)_P#\$0`` M\14``.,9``#6&0``S!4``,<0``#$!PH`O0,4`+<$(0"R!BX`K@@Z`*H)1`"G M"4T`I`I5`*(*7`"@"F(`G@MI`)P+;P";"W8`F0Q^`)<,A@"6#)``E`R:`)(- MI@"1#;,`CPW%`(T.X@"+$/8`B1#_`(@1_P"'$?\`AQ'_`(<1_P#V&0``YR`` M`-8D``#()0``OR(``+D<``"T%`$`L0T.`*H.&0"E#R<`H1`S`)T1/@":$4<` MF!)/`)425@"3$EP`D1)C`)`3:0".$W``C!-X`(L3@0")%(L`AQ26`(85H@"$ M%;``@Q;!`($7W0!_&/0`?1G_`'P9_P!\&?\`>QG_`'L9_P#O(0``W2D``,HM M``"^+P``M2P``*XG``"H(```HQ<(`)X6$P"9%R$`E!DM`)$:.`".&D$`BQM) M`(D;4`"'&U<`A1Q>`(0<9`""'&L`@!QS`'\=?`!]'88`?!Z1`'H>G@!X'ZL` M=Q^\`'8@U`!T(?``*P``F","`)(>$`"-(!L`B2$G`(8B,@"#(SP`@2-$`'XC M2P!\)%(`>R19`'DD7P!W)&8`=B5N`'0E=P!S)8$`<2:-`&\FF0!N)J<`;2>X M`&PGS@%J*.T!:2G_`6@I_P%H*?\!:"C_`6@H_P'A+@``RS8``+P[``"Q/0`` MIST``)\Y``"7,P``CRT``(@G#`"#)Q8`?R@B`'PI+0!Y*C<`=RH_`'4J1P!S M*TX`<2M4`'`K6P!N*V(`;"MJ`&LL<@!I+'T`:"R)`&8ME@%E+:0!9"ZT`6,N MR@%A+^D!8"_]`6`O_P%@+_\!8"__`6`N_P':-```Q3P``+=!``"L0P``HD,` M`)E```"0.@``B#0``(`N"`!Z+1(`=RX>`',O*0!Q,#,`;S`[`&TP0P!K,4H` M:3%1`&"`5@XCP%6.)X!53BO`E0YPP)3.>0" M4SKY`5,Y_P%2.?\!4SG_`5,Y_P'-/```O$0``*])``"D3```FDP``)%+``"' M1@``?4```',[``!L.`T`:#D7`&4Y(@!C.BL`8#HT`%XZ/`!=.D,`6SI*`%H[ M4`!8.U@`5SM@`%8[:`!5/',!4SQ_`5(\C0%0/9P!3SVL`DX^P0)-/N$"33[X M`DT^_P%-/O\!33W_`4T]_P')0```N$@``*Q-``"A4```EU$``(Y/``"$2P`` M>44``&Y```!F/0L`8CT4`%\]'@!5```E50``(M3``"`4```=4H` M`&I&``!A0@@`7$$1`%E"&P!70B4`54(N`%-"-0!10CT`3T)#`$]#2P!.0U(` M341:`$M$8P!*1&X!245Z`4=%B`%&19@"14:I`D1&O0)#1MP"0T;U`D-&_P)# M1O\!0T7_`4-%_P'!1P``LD\``*94``"<5P``DE@``(A8``!^50``<4\``&9* M``!<1@4`5T8/`%1&&`!11B(`3T8K`$Y&,P!,1SH`2T=!`$I'20!)2%``2$A8 M`$=(80!%26P`1$EX`4))A@%!298!0$JG`C]*NP(^2]@"/DKS`CY*_P(^2?\! M/TG_`3])_P&]2@``KU(``*-8``"96P``D%T``(9<``![60``;5,``&)/``!7 M3`$`44H-`$Y*%0!,2Q\`2DLH`$E+,`!'2S@`1DP_`$5,1@!$3$X`0TU6`$)- M7P!`36H`/TUV`3U.A`$\3I0!.TZE`3E/N0(Y3]0".4_R`3E._P$Y3O\!.4W_ M`3I-_P&Z3@``K%8``*%;``"77P``C6$``(-A``!X7@``:5@``%]6``!44@`` M3$\+`$E/$@!'4!P`15`E`$-0+0!"4#4`05$\`$!11``_44P`/E)4`#Q270`[ M4F<`.E)S`#A3@@$W4Y(!-5.D`313MP$S5-$!,U/Q`313_P$T4O\!-%+_`312 M_P&V4@``J5H``)Y@``"49```BV8``(!E``!T8P``9EX``%Q<``!16```1U4' M`$)5$`!`51@`/U8A`#U6*@`\5C(`.U8Y`#I700`Y5TD`.%=1`#=86@`U6&4` M-%AQ`#)8@`$Q6)`!+UFB`2Y9M0$M6<\!+5GO`2Y8_P$N5_\!+E?_`2Y6_P&R M5P``I5\``)ME``"1:0``AVH``'QJ``!Q:```8V4``%AB``!-7P``0UT"`#Q; M#0`Z7!0`.%P=`#=<)@`U72X`-%TV`#-=/@`R748`,5Y.`#!>5P`O7F(`+5YN M`"Q??0`J7XX`*5^@`"A?LP$G7\P`)U_M`2=>_P$G7?\!*%W_`2A<_P&M7``` MHF0``)AJ``".;@``@V\``'EO``!N;@``8&L``%1I``!)9P``/V4``#5C"0`R M8Q$`,&,9`"]D(0`N9"D`+60Q`"QD.0`K94(`*F5*`"AE5``G95\`)F9K`"1F M>@`C9HL`(F:=`"!FL0`?9LD`'V;K`"!E_@`@9/\`(&/_`2%C_P&I8@``GFH` M`)5P``"*;EL`'6YG`!QN=@`: M;H<`&6^:`!AOK@`6;\8`%F[I`!=M_``8;/\`&&O_`!AK_P"D:0``FG$``)!V M``"&>0``?'L``'%[``!D>P``5WH``$IY```_>```-7@``"MW```B=@<`'78/ M`!QW%@`;=QX`&G%8`$WAC`!)X<@`1>(,` M$'B7``]XJP`.>,,`#G?F``YV^@`/=?\`$'7_`!!T_P"?<0``E7@``(M\``"" M?P``=X$``&J"``!=@@``4((``$2"```X@@``+H(``"2"```<@@``%(()`!&# M$``0@Q8`$(,>``Z#)P`.@S``#8,Y``V#1``,@U``"X-=``F#;``(@WX`!H.1 M``6"I0`#@KL`!(';``2!\@`%@/\`!G__``9__P":>0``D'X``(:#``!]A0`` M;X<``&*)``!5B@``28L``#V,```QC```)HP``!V-```5C@``#X\#``J0#``& MD!$`!(\8``./(``!CRD``(\R``"0/0``D$D``(]6``"/90``CW8``(^*``". MGP``CK0``(W/``",[@``C/L``(O_``"+_P"4@```BX4``(*)``!TC```9H\` M`%F1``!,DP``0)4``#26```HE@``'I<``!68```/F@``"IL```*<"0``G`X` M`)P3``"<&@``G"(``)TK``"=-0``G4```)U.``"=7```G6X``)R!``"Y,``&V7``!?G```4:```$2D```V MI@``*J@``!ZI```4JP``#:X```:P````L@```+4```"U````M0,``+8)``"W M#@``N!(``+@9``"Z(0``NRL``+PX``"]1P``O5@``+UK``"]@0``O9D``+VP M``"]S```O.H``+SW``"[_@!^E0``<)L``&*@``!3I0``1JH``#BM```JKP`` M'K$``!.T```,MP```[D```"\````OP```,(```#"````PP```,0```#&!@`` MQPP``,@0``#*%@``S"```,\K``#0.@``T4L``-%>``#2#@``X1,``.0=``#H*@``Z#P``.E/``#I9```ZGP``.N5``#KK``` MZ\(``.S5``#LY0!FI@``6*P``$FS```[N0``*[P``!W````1Q```"<@```#, M````SP```-,```#9````W0```.````#A````XP```.4```#G````Z@```.P` M``#N!```\0L``/42``#X'```^RL``/T^``#^4P``_FH``/^#``#_FP``_ZX` M`/^^``#_R@#_`!(`_P`0`/\`$0#_`!,`_P`9`/\`)@#_`#0`_P!!`/\`30#_ M`%@`_P!B`/\`:P#_`',`_P!Z`/\`@0#_`(<`_P"-`/\`DP#_XGT024-#7U!2 M3T9)3$4`$!+_`)D`_P"@`/\`IP#^`*\`_`"Z`/H`R0#Y`.$`^`#S`/<`_P#V M`/\`]0#_`/$`_P#I`/\`Y`#_`.$`_P#_``\`_P`-`/\`#0#_``X`_P`4`/\` M(0#_`"X`_P`\`/\`2`#_`%,`_P!=`/\`9@#^`&T`_`!U`/L`>P#Y`((`^`"( M`/<`C@#V`)0`]`";`/,`H@#Q`*H`[P"T`.T`P0#K`-4`Z@#L`.@`_`#G`/\` MY0#_`.8`_P#@`/\`V0#_`-0`_P#_``L`_P`(`/\`!@#_``D`_P`0`/\`'`#_ M`"D`_P`V`/\`0@#[`$X`]P!7`/0`8`#R`&@`[P!O`.T`=@#L`'P`Z@""`.@` MB`#G`(X`Y0"5`.,`G`#A`*0`WP"N`-T`N0#:`,H`UP#D`-0`]@#1`/\`T`#_ M`-``_P#/`/\`RP#_`,<`_P#_``,`_P```/\```#_``0`_P`-`/H`%@#V`",` M\P`P`/``/`#M`$<`Z0!1`.4`6@#B`&(`WP!I`-T`;P#:`'8`V`!\`-0`@@#2 M`(@`T`"/`,T`E@#+`)X`R0"H`,<`LP#%`,$`P@#8`,``[P"_`/X`O@#_`+T` M_P"\`/\`O`#_`+P`_P#_`@``_P```/\```#_````]``'`.T`$0#H`!P`XP`I M`-\`-0#;`$$`U@!+`-$`5`#-`%P`R@!C`,@`:0#&`&\`PP!U`,$`>P"_`((` MO@"(`+P`D`"Z`)@`N`"B`+4`K`"S`+D`L0#+`*\`YP"N`/@`K`#_`*L`_P"L M`/\`K`#_`*L`_P#_!```_P```/8```#N````YP```-\`#`#6`!4`SP`B`,H` M+@#'`#H`PP!$`,``30"\`%4`N0!<`+<`8P"U`&D`LP!O`+$`=0"O`'L`K0"" M`*L`B@"I`)(`IP"<`*4`I@"C`+,`H0##`)\`W@">`/(`G0#_`)P`_P"<`/\` MFP#_`)L`_P#_!P``]@D``.D+``#?"@``U00``,X`!0#&`!``P``:`+L`)P"W M`#(`LP`]`+``1@"M`$\`J@!6`*@`7`"F`&,`I`!H`*(`;P"A`'4`GP!\`)T` MA`";`(T`F0"7`)<`H@"5`*X`DP"]`)$`TP"0`.T`CP#\`(X`_P"-`?\`C0'_ M`(T!_P#Y#@``ZA(``-P5``#-%0``Q!$``+X,``"Z`@H`M``2`*X`'@"J`"H` MI@`U`*(`/P"@`$@`G0%0`)L"5@"9`EP`EP-C`)4#:0"3`V\`D01V`)`$?P". M!8@`C`62`(H&G@"(!JH`A@>Z`(4(SP"$"NL`@@O\`($,_P"`#/\`@`S_`(`, M_P#Q%0``X!T``,T@``#!(0``N!T``+$7``"L$```J`D-`*('%@"="2,`F0HN M`)4+.`"3#$$`D`Q)`(X-4`",#5<`B@U=`(@-8P"'#6H`A0YQ`(,.>@""#H0` M@`Z/`'X/FP!\#Z@`>Q"X`'H0S@!X$>P`=A+_`'42_P!T$_\`=!/_`'03_P#H M'@``TR8``,,J``"X*@``KB@``*15L`'<5=`!V%GX`=!:* M`'(7E@!Q%Z0`;QBT`&X8R0!M&>@`:QK\`&H;_P!J&_\`:AO_`&H;_P#@)@`` MRBT``+PQ``"P,P``IS$``)\L``"7)@``D!\``(H7#`"%&!8`@1DB`'X:+`![ M&S8`>1L^`'<<10!U'$P`<`!K'GH`:AZ%`&@? MD@!G'Z``92"P`&0AQ0!C(>0`8B+Z`&$B_P!A(O\`82+_`&$B_P#7+```PS0` M`+8X``"J.0``H3@``)@U``"0+P``B"@``(`A"`![(!(`=R$=`'0B)P!Q(C$` M;R,Y`&TC00!K(T@`:2-.`&@D50!F)%L`921C`&,E:P!B)74`826!`%\FC@!> M)IT`72>M`%LHP0!;*.``6BGW`%DI_P!9*?\`62G_`%DH_P#/,@``OCD``+$] M``"F/P``G#\``),\``"*-@``@3```'DJ`P!R)@\`;B<9`&LH(P!I*"P`9BDU M`&4I/`!C*4,`82I*`&`J40!>*E<`72I?`%PK:`!:*W(`62Q]`%@LBP!6+9H` M52VJ`%0NO0!3+MP`4B_U`%(O_P!2+O\`4B[_`%(N_P#*-@``NCT``*U"``"B M1```F$0``(]!``"%/```>S<``'(Q``!K+`P`9RT5`&0M'P!A+B@`7RXQ`%TN M.0!<+T``6B]&`%@O30!7+U0`5C!<`%4P9`!3,6X`4C%Z`%$QB`!0,I<`3C*H M`$TSNP!---@`3#3S`$PT_P!,-/\`3#/_`$PS_P#&.@``MD(``*E&``">20`` ME4D``(M'``"!0@``=ST``&TW``!D,@D`8#(2`%TR'`!:,B4`6#,M`%8S-0!5 M,SP`4S1#`%(T2@!1-%$`4#19`$\U80!--6P`3#9W`$LVA0!*-Y4`2#>F`$`#-)L0`R2`#M*)@`Z2BX`.4HU`#A+/0`W2T0` M-DM-`#1,5@`S3&``,DQL`#%->@`P38L`+DV<`"U.KP`L3L<`+$[I`"Q-_0`M M3?\`+4S_`"U,_P"P4```I%@``)E=``"/80``AF(``'MA``!P7P``8EL``%A8 M``!.50``0U$!`#M/#``X3Q,`-D\;`#5/(P`T4"L`,U`R`#)0.@`Q4$(`,%%* M`"Y14P`M4ET`+%)I`"M2>``I4H@`*%.:`"=3K0`F4\4`)E/G`"93_``G4O\` M)U'_`"=1_P"L50``H%P``)9B``"-9@``@V<``'AF``!M90``8&$``%5>``!* M6P``/U@``#56"``Q51``,%87`"Y6'P`M5B<`+%8O`"M7-@`J5SX`*5='`"A7 M4``F6%H`)5AG`"18=0`C688`(5F8`"!9JP`?6<(`'UGE`!]8^@`@6/\`(%?_ M`"%7_P"H6@``G6(``)-G``"*:P``?VP``'5L``!J:P``76@``%%E``!&8P`` M.V```#%>`P`J70T`*%T3`"9=&P`E7B,`)%XJ`"->,@`B7CH`(5Y#`"!?3``? M7U<`'E]C`!Q@<0`;8((`&6"5`!A@J0`78,``%F#B`!=?^0`87O\`&5[_`!E= M_P"D8```F6@``)!N``"&<```?'(``')R``!F<0``6&X``$QL``!!:P``-FD` M`"UG```C9@@`'V8/`!UF%0`<9AT`&V8E`!IF+0`99S4`&&<^`!=G2``69U,` M%6A?`!-H;@`2:'\`$6B2`!!HI@`/:+T`#FC@`!!G]P`09O\`$67_`!%E_P"? M9P``EF\``(QS``""=@``>'@``&UX``!@=P``4W8``$9T```[<0``%G`*`!-P$``3[$``'K+``!YZP``>?H``'G_``!X_P"6=P``C'P` M`(.```!Y@P``;(0``%Z%``!1A@``18<``#F'```MAP``(X<``!J'```2AP`` M#8@!``:)"@`!B0\``(D4``"(&P``B",``(DL``")-@``B4(``(A.``"(70`` MB&T``(B!``"'E0``AZL``(;$``"%Y@``A/@``(3_``"$_P"0?@``AX,``'Z' M``!QB0``8XL``%:-``!)CP``/)$``#"1```DD0``&I(``!*3```-E```!I4` M``"6!@``E@P``)40``"6%0``EAT``)8D``"6+@``ECD``)9&``"650``EF4` M`)9X``"5C@``E:0``)2\``"3WP``D_4``)+_``"2_P"+A@``@XH``'6-``!G MD```690``$R7```_F0``,IH``":;```;G```$IT```R?```$H````*(```"C M`0``HP<``*,,``"C$```I!4``*0<``"E)0``IB\``*8\``"F2P``IEL``*9N M``"EA```I9L``*2S``"CT```H^\``*+\``"B_P"&C0``>)$``&J5``!```MY```+:I``"VP@``MN0``+;U``"U_@![DP``;9@``%^=``!0H@``0J8` M`#2I```FJP``&JT``!"O```)L@```+0```"W````N@```+P```"]````O@`` M`+X```#``@``P0@``,(-``#$$@``QAD``,DD``#*,@``RT,``,M5``#,:@`` MS(,``,R<``#+M0``S,X``,SI``#,]@!PFP``8:$``%*F``!$JP``-K```">R M```:M0``$+@```>[````O@```,$```#$````R````,L```#+````S0```,X` M``#0````T@```-4#``#8"@``VQ```-X8``#B)```XS4``.1(``#E7```YG,` M`.:-``#FI0``YKP``.;3``#GYP!CI```5:H``$:P```XM0``*+D``!J\```/ MP```!<0```#'````RP```,\```#4````V````-P```#=````WP```.$```#C M````Y0```.@```#J````[08``/$.``#U%@``^"4``/DX``#Y30``^F,``/M\ M``#\E0``_*H``/R[``#]RP#_``\`_P`.`/\`#@#_`!``_P`6`/\`(P#_`#`` M_P`]`/\`20#_`%0`_P!>`/\`9@#_`&X`_P!V`/\`?`#_`((`_P")`/\`CP#_ M`)4`_@";`/T`HP#[`*L`^@"U`/D`PP#W`-L`]@#P`/0`_P#S`/\`\@#_`.P` M_P#B`/\`W`#_`-8`_P#_``P`_P`)`/\`"`#_``H`_P`2`/\`'@#_`"L`_P`X M`/\`1`#_`$\`_P!9`/X`80#\`&D`^@!P`/@`=P#W`'T`]@"#`/0`B0#R`(\` M\0"6`.\`G0#M`*4`[`"O`.H`O`#H`,T`Y@#H`.0`^@#C`/\`X@#_`.``_P#5 M`/\`S@#_`,L`_P#_``8`_P`!`/\```#_``0`_P`.`/\`&0#_`"4`_0`R`/L` M/@#W`$D`\P!3`/``7`#N`&,`[`!J`.H`<0#H`'<`Y@!]`.0`@P#B`(D`X`"0 M`-X`EP#<`)\`V0"I`-8`M`#3`,0`T`#>`,X`\P#,`/\`RP#_`,H`_P#(`/\` MP@#_`+X`_P#_````_P```/\```#_````^P`+`/8`$P#Q`"``[0`L`.H`.`#G M`$,`XP!-`.``5@#<`%T`V0!D`-4`:P#2`'$`T`!V`,X`?`#,`(,`R@")`,@` MD0#&`)D`Q`"C`,$`K0"_`+L`O0#/`+L`ZP"Y`/P`MP#_`+<`_P"V`/\`M`#_ M`+$`_P#_````_P```/\```#V````[@`%`.<`#P#A`!D`VP`E`-4`,0#2`#P` MS@!&`,H`3P#'`%<`Q`!>`,$`9`"_`&H`O0!P`+L`=@"Y`'P`N`"#`+8`B@"S M`),`L0"<`*\`IP"M`+,`JP#%`*D`X0"G`/4`I@#_`*4`_P"D`/\`I`#_`*0` M_P#_````_````/$```#H````X````-0`"P#,`!,`QP`?`,(`*@"_`#4`O``_ M`+@`2`"U`%``LP!7`+``7@"N`&0`K`!I`*L`;P"I`'4`IP!\`*4`A`"C`(P` MH0"6`)\`H0"=`*T`F@"\`)@`T@"7`.X`E0#^`)0`_P"5`/\`E0#_`)4`_P#\ M`0``\`4``.,'``#5!0``S````,4`!`"^``X`N``7`+,`(P"O`"X`JP`X`*D` M00"F`$H`HP!1`*$`5P"?`%T`G0!C`)L`:0":`&\`F`!V`)8`?0"4`(8`D@"0 M`)``FP".`*<`C`"V`(H`R0"(`.<`AP#Y`(<`_P"&`/\`A@#_`(8`_P#T#``` MY!```-$2``#%$0``O0X``+8(``"Q``@`JP`1`*8`&P"A`"8`G@`Q`)H`.@"8 M`$,`E0!*`),`40"1`%<`CP!=`(X`8P",`&D`B@!P`(@`=P"&`(``A`"+`((` ME@"``*,`?@"Q`'T`Q`![`N$`>@/U`'H%_P!Y!?\`>`;_`'@&_P#J$P``UAH` M`,8=``"Z'```L1D``*H3``"D#0``GP4,`)D`%`"5`!\`D0(I`(T#,P"+!#P` MB`5$`(8&2P"$!E$`@@=7`($'70!_!V,`?0AJ`'L(<@!Z"'P`>`F&`'8)D@!T M"J````"9&```DQ`"`(X+#@"("Q<`A`PB`($-+`!^#34`?`X] M`'H.10!X#DL`=PY1`'4/6`!S#UX`<1!E`'`0;@!N$'<`;!""`&L0CP!I$9T` M:!&M`&82P`!E$M\`9!/V`&,4_P!C%/\`8A3_`&(4_P#6)```PRH``+4N``"J M+P``H"T``)@H``"0(@``B1L``((3"`!]$1(`>1(<`'83)P!S%#``<10X`&\5 M/P!M%48`;!5,`&H64P!H%ED`9Q9A`&46:0!D%W(`8A=^`&$8BP!?&)D`7AFI M`%P9O`!<&M@`6AOS`%H<_P!9'/\`61S_`%D<_P#-*@``O3$``*\U``"D-@`` MFS0``)(Q``")*P``@24``'D=`P!S&`X`;QD8`&P:(@!I&RL`9QLS`&4<.P!D M'$$`8AU(`&`=3@!?'54`71U<`%P>9`!;'FX`61]Y`%@?AP!6()8`52"F`%0A MN`!3(=(`4B+Q`%(C_P!2(_\`4B+_`%(B_P#(+P``N#8``*LZ``"@/```ECL` M`(TX``"#,@``>BT``'(F``!J(`P`9B`3`&,A'0!A(28`7R(O`%TB-@!;(CT` M6B-$`%@C2@!7(U$`52-8`%0D80!3)&H`425V`%`E@P!/)I,`3B>C`$PGM0!, M*,X`2RCN`$LI_P!+*/\`2RC_`$LH_P##-```LSL``*<_``"<00``DD```(D^ M``!_.0``=3,``&PM``!C)P@`7B81`%PF&0!9)R(`5R+@0`6"L.`%4K%@!2+!\`4"PG`$\L+P!-+38`3"T\`$HM M0P!)+4H`2"Y2`$`$`RL0`_,L@`/S/J M`#\S_@`_,O\`/S+_`#\R_P"[/```K4,``*%'``"620``C$D``(-(``!X1``` M;3X``&,Y``!:-```4C`,`$\P$P!,,!P`2C`D`$DQ*P!',3(`1C$Y`$0Q0`!# M,D<`0C)/`$$S6`!`,V(`/S1M`#XT>P`]-8L`/#:<`#LVKP`Z-\8`.3?H`#DW M_``Z-_\`.C;_`#HV_P"W0```JD8``)Y+``"430``BDX``(!,``!U2```:D,` M`&`^``!6.0``334)`$DT$0!'-1D`134A`$,U*`!!-2\`0#4V`#\V/0`^-D4` M/3=-`#PW50`[.&``.CAK`#DY>0`X.8D`-SJ;`#4ZK0`U.\0`-#OF`#0[^P`U M._\`-3K_`#4Z_P"T0P``ITH``)Q.``"240``B%(``'Y0``!S30``9T@``%Q$ M``!2/P``2#H&`$0Y#P!!.18`/SD>`#XY)@`\.2T`.SHT`#HZ.P`Y.T(`.#M* M`#<\4P`V/%T`-3UI`#0]=P`S/H<`,3Z9`#`_JP`O/\(`+S_D`"\_^@`P/_\` M,#[_`#`^_P"Q1P``I$T``)E2``"/50``AE8``'Q5``!Q4@``9$P``%E)``!/ M10``14`#`#\^#0`\/A,`.CX;`#D^(P`W/BH`-C\Q`#4_.``T/T``,T!(`#)` M40`Q05L`,$%G`"Y"=0`M0H4`+$.7`"M#J@`J0\``*43B`"I#^0`J0_\`*T+_ M`"M"_P"N2@``H5$``)=6``"-60``@UH``'E:``!N5P``85(``%=.``!-2P`` M0T<``#I#"@`V0Q$`-$,8`#-#(``R1"<`,40O`#!$-@`O13T`+45&`"Q%3P`K M1ED`*D9D`"E'<@`H1X,`)D>5`"5(J``D2+X`(TC@`"1(]P`E1_\`)4?_`"9' M_P"J3P``GU4``)1:``"+7@``@5\``'=>``!K7```7U@``%55``!+40``0$T` M`#5*!P`P20X`+DD5`"U)'0`L220`*THK`"I*,P`H2CL`)TM#`"9+3``E2U8` M)$QB`"-,<``A3(``($V3`!]-I@`>3;L`'4[=`!Y-]@`>3/\`'TS_`"!+_P"G M4P``G%H``))?``"(8P``?F0``'1C``!I80``7%X``%);``!'6```/%4``#)2 M`@`J4`P`)T\2`"90&0`E4"``)%`H`"-0+P`B43<`(5%``"!120`>4E,`'5)? M`!Q2;0`:4WT`&5.0`!A3I``64[D`%5/9`!93]``74O\`&%'_`!E1_P"C60`` MF&```(]E``"%:```>VD``'%I``!F9P``660``$UA``!"7P``.%P``"Y:```E M6`@`(%<.`!Y7%``=5QP`'%@C`!M8*P`:6#,`&5@\`!A810`665``%5E;`!19 M:0`36GH`$EJ-`!%:H0`06K<`#EK5`!!9\P`06?\`$5C_`!%8_P"?7P``E68` M`(QK``"";0``>&X``&YO``!B;0``56H``$AH```^9@``,V4``"EC```@80$` M&&`+`!5@$``48!<`$V`>`!)@)@`28"X`$6$W`!!A0``/84L`#F%8``UA9@`, M8G8`"V*)``IAG0`)8;(`"&'+``AAZP`)8/T`"E__``M?_P";9@``DFT``(AQ M``!^@``<'L``&-[``!6>@``27H``#UY```Q>```)W<``!UV```5=@``#W8"``EV M"@`$=@\``'85``!V'```=B0``'4L``!U-@``=4$``'5.``!U7```=6P``'5^ M``!TDP``=*@``'/```!SXP``P``GI,` M`)ZK``"=Q@``G>D``)SY``"<_P"#BP``=8X``&>2``!9E@``2YD``#V<```P MG@``(Y\``!>@```.H@``!Z0```"F````J````*H```"J````J@```*L!``"K M!P``K`P``*T0``"N%@``KQX``+$I``"Q.```L4@``+%:``"Q;P``L8@``+&@ M``"PN@``K]T``*_R``"O_0!XD0``:I8``%R:``!-GP``/Z,``#&F```CIP`` M%ZD```ZK```%K@```+````"R````M0```+<```"W````N````+D```"Z```` MO`,``+T)``"^#@``P!0``,,>``#%*P``Q3P``,9.``#&8@``QGH``,:4``#& MK0``QL@``,7E``#%\P!LF0``7IX``$^D``!!J```,JP``"2O```6L0``#;0` M``.W````N@```+T```#`````Q````,8```#&````R````,D```#+````S``` M`,X```#0!@``TPT``-@3``#<'@``WBT``-]```#@5```X6L``.&%``#AGP`` MX;<``.'/``#AY@!@H0``4J<``$.M```TL@``);4``!>Y```-O````;\```## M````QP```,H```#/````TP```-8```#7````V@```-P```#?````X0```.,` M``#F````Z0$``.P+``#P$@``\Q\``/0Q``#V1@``]UP``/AT``#XCP``^:8` M`/FX``#XR0#_``T`_P`+`/\`"P#_``X`_P`3`/\`'P#_`"P`_P`Y`/\`10#_ M`%``_P!9`/\`8@#_`&H`_P!Q`/\`=P#_`'X`_P"$`/X`B@#]`)``_`"7`/H` MG@#Y`*<`]P"Q`/8`O@#U`-(`\P#L`/$`_@#P`/\`\`#_`.8`_P#<`/\`T@#_ M`,T`_P#_``<`_P`$`/\``@#_``8`_P`0`/\`&P#_`"<`_P`S`/\`/P#_`$H` M_@!4`/L`70#Y`&0`]P!K`/4`<@#S`'@`\@!^`/``A`#O`(H`[0"1`.P`F0#J M`*$`Z`"K`.8`M@#D`,<`X@#C`.``]P#>`/\`W0#_`-D`_P#,`/\`Q0#_`,$` M_P#_````_P```/\```#_``$`_P`-`/\`%@#\`"(`^0`N`/8`.0#S`$4`[P!. M`.P`5P#I`%X`Y@!E`.0`;`#B`'(`X`!W`-\`?@#=`(0`VP"+`-@`D@#5`)L` MT@"D`,\`KP#-`+X`RP#5`,D`[P#'`/\`Q0#_`,0`_P"^`/\`N`#_`+4`_P#_ M````_P```/\```#^````]P`)`/$`$0#K`!P`YP`H`.0`,P#A`#X`W0!(`-@` M40#3`%@`T`!?`,X`90#,`&L`R@!Q`,@`=P#&`'T`Q`"$`,(`C`#``)0`O@"> M`+L`J`"Y`+8`MP#(`+4`Y@"S`/H`L0#_`+``_P"P`/\`K`#_`*D`_P#_```` M_P```/H```#Q````Z``#`.``#0#8`!8`T0`B`,T`+0#*`#<`Q@!!`,(`2@"_ M`%(`O0!9`+H`7P"X`&4`MP!J`+4`<`"S`'8`L0!]`*\`A0"M`(T`JP"7`*D` MH0"G`*X`I0"^`*(`V`"@`/(`GP#_`)X`_P">`/\`G@#_`)P`_P#_````]P`` M`.L```#A````U@```,L`"0#%`!$`OP`;`+L`)@"W`#$`M``Z`+$`0P"N`$L` MJP!2`*D`6`"G`%X`I@!D`*0`:0"B`'``H`!V`)X`?@"<`(8`F@"0`)@`FP"6 M`*<`E`"V`)(`R@"0`.D`CP#\`(X`_P"-`/\`C`#_`(T`_P#X````Z0(``-L# M``#,`0``Q````+T``@"V``T`L``5`*L`(`"G`"H`I``T`*$`/`">`$0`G`!+ M`)H`4@"8`%@`E@!=`)4`8P"3`&D`D0!P`(\`=P"-`(``BP"*`(D`E0"'`*$` MA0"O`(,`P0"!`.``@`#U`'\`_P!_`/\`?P#_`'\`_P#N"@``W`X``,H0``"^ M#@``M0L``*\#``"I``<`HP`0`)X`&`"9`",`E@`L`),`-0"0`#X`C@!%`(P` M2P"*`%$`B`!7`(8`70"%`&,`@P!J`($`<0!_`'H`?0"$`'L`CP!Y`)P`=P"J M`'4`NP!T`-0`<@#P`'(`_P!R`/\`<0#_`'$`_P#C$0``S1<``+\9``"S&0`` MJA4``*,0``"="@``EP$*`)$`$@"-`!L`B0`E`(4`+P"#`#<`@``^`'X`10!] M`$L`>P!1`'D`5P!X`%T`=@!D`'0!:P!R`70`<`)_`&X"BP!L`Y@`:P.F`&D$ MMP!H!`'D'*`!V"#``=`@X`'()/P!P"44` M;PI,`&T*4@!L"E@`:@M?`&@+9P!G"W``90QZ`&,,AP!B#)4`8`VD`%\-M@!> M#B$``'(:``!K$PL`9Q,3`&04'`!A%"4`7Q4M`%T5-`!<%3L`6Q9"`%D6 M2`!8%D\`5A=6`%477@!3%V<`4AAR`%`8?P!/&8X`3AJ?`$P:L`!+&\<`2QOI M`$H<_0!*'/\`2AS_`$H<_P#!+0``L30``*4W``":.```D#<``()`(`5R`-`%0@%`!1(!T`3R$E`$XA+`!,(3,`2R(Z`$DB0`!((D<` M1R).`$8C5P!$(V``0R1K`$(D>0!!)8@`/R:9`#XFJP`])\$`/2?C`#TH^@`] M*/\`/2?_`#TG_P"X-@``JCT``)Y```"40@``BD(``(`_``!V.P``;#8``&(P M``!9*@``424+`$TE$0!+)1D`224A`$`$$J)0`_*BP`/BLS`#TK.0`\*T$`.RQ(`#HL M40`Y+5L`."YF`#8N`#$Q]P`R,?\`,C#_ M`#,P_P"Q/@``I$0``)E(``"/2@``A4H``'M)``!P10``94```%L[``!2-@`` M2#$$`$(N#0`_+A,`/2X;`#LN(@`Y+RD`."\O`#*`!='G@`61[,`%$C.`!5'[P`61_\`%T;_`!=&_P"B4@``EU@``(U= M``"$8```>F$``'!@``!E7@``65H``$]8``!$5```.5$``"].```F2P8`($H. M`!Y*$P`=2AH`'$HA`!M+*``:2S``&4LX`!=+0@`63$P`%4Q7`!1,90`3374` M$DV(`!%-G``03;$`#D[,``]-[@`03?\`$4S_`!%,_P">5P``E%T``(MB``"! M90``=V8``&UF``!C9```5F$``$I>```_6P``-5@``"M6```B5`$`&E(*`!92 M$``54A8`%%(=`!-2)``24BP`$5(T`!%2/@`04T@`#U-4``Y38@`-5'(`#%2$ M``M4F``)5*T`"%3%``E4YP`*4_L`"U+_``M2_P";70``D60``(AH``!^:P`` M=&P``&ML``!?:@``4F<``$5D```Z8@``,&```"9>```=70``%5L%`!!:#``. M6A$`#EH8``U;(``,6R<`"ULP``I;.@`)6T4`!UM1``9;7@`$6VT``UN```%; ME```6Z@``%O```!:X@``6O8``5K_``)9_P"79```CFL``(1N``![<```UX``'MO``!ZA```>IH``'FQ M``!XS@``=^\``';^``!V_P")>@``@7\``'B"``!K@P``784``$^&``!"AP`` M-8@``"F'```=AP``%(<```V(```&B0```(H```"*````B08``(D,``")#P`` MB1,``(D:``"*(@``BBP``(HX``"*1@``B58``(EH``")?```B)0``(>K``"& MQ@``A>H``(7[``"$_P"%@@``?88``&^(``!ABP``4XT``$6/```XD0``*Y$` M`!^2```4D@``#9,```24````E@```)<```"8````EP```)<%``"7"P``F`X` M`)@3``"9&@``F2(``)HN``":/0``F4T``)E>``"9`#4`'X`T@"%`-``C0#.`)4`S`"?`,D`J@#' M`+@`Q0#-`,,`ZP#``/X`OP#_`+X`_P"V`/\`L`#_`*T`_P#_````_P```/\` M``#Y````\@`&`.L`#P#F`!D`X0`D`-X`+P#:`#D`TP!#`,\`3`#,`%,`R0!: M`,<`8`#%`&8`PP!K`,$`<0"_`'<`O0!^`+L`A@"Y`(X`MP"8`+4`HP"S`+`` ML0#"`*X`X`"L`/<`JP#_`*H`_P"H`/\`HP#_`*``_P#_````_P```/4```#K M````X0```-8`#`#/`!,`R@`>`,8`*0#"`#,`OP`]`+L`10"X`$T`M@!4`+,` M6@"Q`%\`L`!E`*X`:@"L`'``JP!W`*D`?P"G`(<`I0"1`*,`G`"@`*D`G@"X M`)P`S@":`.X`F0#_`)<`_P"6`/\`E@#_`),`_P#]````\0```.4```#9```` MS0```,0`!@"]``\`MP`8`+,`(@"P`"P`K0`V`*D`/@"G`$8`I`!-`*(`4P"@ M`%D`GP!>`)T`9`";`&H`F@!P`)@`=P"6`(``E`"*`)$`E0"/`*(`C0"P`(L` MPP")`.,`B`#Y`(8`_P"&`/\`A@#_`(8`_P#S````XP```-$```#%````O0`` M`+8```"N``L`J``2`*0`'`"@`"8`G``O`)H`-P"7`#\`E0!&`)(`3`"1`%(` MCP!8`(T`70"+`&,`B@!J`(@`<0"&`'D`A`"#`((`CP!_`)L`?@"I`'P`NP!Z M`-4`>`#R`'@`_P!W`/\`=P#_`'<`_P#G!P``T0P``,,-``"X#```K@@``*@` M``"B``4`FP`.`)8`%0"2`!\`C@`H`(L`,0"(`#D`A@!``(0`1@""`$P`@`!2 M`'\`5P!]`%T`>P!C`'H`:P!X`',`=@!]`'0`B`!Q`)4`<`"D`&X`M`!L`,H` M:P#J`&H`_`!J`/\`:@#_`&H`_P#:$```QA0``+@6``"M%0``I!(``)P.``"6 M!P``D``)`(H`$`"%`!@`@0`A`'X`*@![`#(`>0`Y`'<`0`!U`$8``&T`90!K`&X`:0!W`&<`@P!E`)$`8P"?`&(`KP!@`,0`7P#D M`%\!^`!>`O\`7@+_`%X"_P#.&```O1T``+`@``"E'P``FQP``),7``"+$0`` MA`P``'X$"P!Y`!(`=0`;`'(`(P!O`"L`;0$S`&L!.@!I`D``9P-&`&8#3`!D M!%(`8P19`&$$8`!?!6D`7@5S`%P&?P!:!HT`60><`%<(K0!6",$`50GA`%0+ M]@!4"_\`5`O_`%0+_P#&'P``MB4``*DH``">*```E"4``(LA``"#&P``>Q0` M`'0.`P!N"0T`:0@4`&8)'0!D"B4`8@HM`&`+-`!>"SH`70M``%L,1P!:#$T` M6`Q4`%<-7`!5#60`5`UO`%(->P!0#HH`3PZ:`$X.K`!,#\(`3!#C`$L0^0!+ M$/\`2Q'_`$L0_P"_)@``L"L``*0O``"9+P``CRT``(8I``!])```=!X``&P7 M``!E$0<`7PX0`%P/%P!:$!\`6!`G`%80+@!4$#4`4Q`[`%(10@!0$4@`3Q%0 M`$X15P!,$F``2Q)K`$D2>`!($X<`1A.7`$44J0!$%+X`0Q7?`$,6^`!#%O\` M0Q;_`$,6_P"Z*P``JS$``*`T``"5-0``BS0``($Q``!X*P``;R8``&8@``!> M&0$`5Q0-`%04$P!1%!L`3Q4C`$X5*@!,%3$`2Q8W`$D6/@!(%D0`1Q=,`$47 M5`!$%UT`0QAG`$$8=`!`&8,`/QJ4`#T:I@`\&[L`.QO;`#L<]@`\'/\`/!S_ M`#P<_P"U,```J#8``)PY``"1.P``ASH``'XW``!S,@``:BT``&$G``!9(0`` M41L)`$P9$`!*&A<`2!H?`$8:)@!%&RT`0QLS`$(;.@!!'$$`0!Q(`#X<4``] M'5D`/!YD`#L><0`Y'X``.!^2`#<@I``V(+@`-2'6`#4A]``U(O\`-2'_`#8A M_P"R-```I#H``)D^``"//P``A3\``'L\``!P.```9S(``%TM``!4*```3"(% M`$8?#@!#'Q0`01\;`#\?(@`^("D`/2`P`#L@-@`Z(3T`.2%%`#@B30`W(E<` M-B-B`#0C;@`S)'X`,B2/`#$EH@`O);8`+R;2`"\F\@`O)O\`,";_`#`F_P"O M.```HCX``)9"``",0P``@D,``'A!``!N/0``8S@``%HS``!1+@``2"@!`$`D M#``](Q$`.R08`#DD'P`X)"8`-B0L`#4E,P`T)3H`,R9"`#(F2@`Q)U0`,"=? M`"\H;``N*'L`+"F-`"LJH``J*K0`*2K/`"DK\``J*_\`*BK_`"LJ_P"L/``` MGT(``)1&``"*1P``@$<``'9%``!L0@``83T``%-G4` M'#>'`!LWFP`:-Z\`&3C(`!DXZP`:./\`&S?_`!LW_P"C1P``F$T``(Y1``"$ M4P``>U0``'%3``!F4```6DP``%!)``!'10``/4$``#,]```J.0D`)3<.`",W M%``B.!L`(3@B`"`X*``?.#``'CDX`!TY00`<.DL`&CI6`!D[8P`8.W(`%CN% M`!4\F0`4/*T`$SW&`!,]Z0`4//T`%3S_`!8[_P"@2P``E5$``(M5``""6``` M>5D``&Y8``!D5@``6%$``$Y/``!%2P``.D<``#!#```G0`4`(#X-`!T^$0`< M/A<`&SX>`!H^)0`9/BT`&#\U`!8_/@`5/T@`%$!3`!-`8``207``$4&"`!!! MEP`/0:P`#D+$``Y"YP`/0?P`$$'_`!!`_P"=4```DU8``(E:``"`70``=EX` M`&Q=``!B6P``5E<``$Q5``!!40``-DX``"Q+```C2```&T4)`!=$#P`51!0` M%$4;`!-%(@`212D`$44Q`!%%.P`01D4`#T90``Y'7@`-1VT`#$=_``M'DP`) M1Z<`"$>^``A'X``)1_8`"D;_``M&_P":50``D%L``(=@``!]8@``AP``79P``%VR``!< MSP``7.\``%O]``!;_P"0:@``AF\``'UR``!U=```:G4``%UT``!/N``!FR@`` M9>T``&7\``!D_P"+<0``@G8``'IY``!P>P``8GL``%5[``!(>@``.WH``"]Z M```C>0``&7@``!%W```*=P```W<```!W`@``=P@``'8-``!V$```=A4``'8; M``!V(P``=BX``'4Z``!U1P``=58``'5H``!T?```=)(``'.J``!RQ```<>D` M`'#[``!P_P"&>0``?WT``'9_``!H@0``6H(``$R"```_@P``,H0``"6#```: M@P``$8,```J#```"@P```(0```"%````A`,``(,(``"##0``@Q```(,5``"$ M'```A"8``(0R``"$/P``@T\``(-@``""=0``@HP``(&D``"`O0``?^,``'[Y M``!^_P""@```>H0``&R&``!>B```4(H``$*+```UC0``)XT``!N-```1C@`` M"HX```"/````D0```)(```"2````D@```)(!``"2!P``D@P``)(0``"3%0`` MDQT``)0H``"4-@``E$4``)-7``"3:P``DX(``)*<``"1M@``D-@``(_S``"/ M_P!^AP``<(H``&&-``!3D```19,``#>5```IE@``')<``!&8```)F0```)L` M``"<````G@```*````"@````H````*````"A````H00``*()``"C#@``I!0` M`*4=``"F*@``ICH``*9,``"E8```I7@``*62``"DK```I,D``*/K``"B^@!S MC@``9)$``%:5``!'F0``.9P``"J>```=H```$:$```BC````I0```*<```"I M````K````*X```"N````K@```*\```"P````L0```+(```"S!@``M0T``+<3 M``"Y'@``N2X``+I```"Z5```NVH``+J%``"YH0``N;L``+K>``"Y\@!GE0`` M6)D``$J>```[H@``+*8``!VH```1J@``!ZP```"O````L0```+0```"X```` MNP```+P```"\````O@```+\```#`````P@```,0```#&````R`,``,L+``#/ M$@``T2```-$R``#21@``TUT``-1V``#4D@``U:L``-7$``#4X@!;G0``3*(` M`#VG```OK```'Z\``!&Q```'M0```+@```"[````O@```,(```#'````R@`` M`,P```#,````S@```-````#2````U0```-@```#;````WP```.(```#F"P`` MZQ,``.PD``#M.```[DX``.]G``#P@@``\)P``/"R``#QQ0#_``,`_P`!`/\` M!`#_``D`_P`/`/\`&`#_`"0`_P`P`/\`/`#_`$<`_P!1`/\`60#_`&``_0!G M`/P`;0#Z`',`^0!Y`/@`?P#V`(4`]0",`/,`E`#R`)T`\`"G`.X`LP#L`,0` MZP#A`.H`^`#I`/\`YP#_`-D`_P#+`/\`P@#_`+T`_P#_````_P```/\```#_ M````_P`,`/\`%`#_`"``_P`K`/X`-P#Z`$(`]@!+`/(`4P#P`%L`[@!A`.P` M9P#J`&T`Z`!S`.<`>0#E`'\`XP"&`.$`C@#?`)8`W0"@`-L`K`#8`+L`U`#1 M`-,`\`#0`/\`S@#_`,@`_P"]`/\`M@#_`+(`_P#_````_P```/\```#_```` M_0`(`/<`$`#S`!H`[P`F`.T`,0#H`#L`XP!%`.``30#<`%4`V0!;`-8`80#3 M`&<`T0!L`,\`<@#-`'@`RP!_`,D`AP#'`)``Q0":`,,`I0#``+(`O@#%`+P` MY0"Z`/L`N`#_`+<`_P"P`/\`J0#_`*4`_P#_````_P```/X```#U````[``# M`.4`#0#?`!4`V@`@`-0`*@#0`#4`RP`^`,@`1P#%`$X`P@!5`,``6P"^`&$` MO`!F`+H`;`"X`'(`M@!X`+4`@`"S`(@`L0"2`*X`G@"L`*H`J0"[`*@`U0"F M`/,`I`#_`*,`_P"A`/\`FP#_`)@`_P#_````^P```/````#E````V````,X` M"0#'`!$`P@`:`+X`)`"[`"X`MP`X`+0`0`"Q`$@`K@!.`*P`5`"J`%H`J0!? M`*<`90"E`&L`I`!Q`*(`>`"@`($`G@"+`)P`E@"9`*,`EP"R`)8`QP"3`.@` MD@#^`)$`_P"0`/\`C0#_`(L`_P#Y````ZP```-T```#/````Q@```+P`!`"U M``T`L``5`*P`'@"H`"@`I0`Q`*(`.0"?`$$`G0!(`)L`3@"9`%,`EP!9`)8` M7@"4`&0`D@!J`)``<0".`'H`C`"#`(H`CP"(`)P`A@"J`(0`O`""`-P`@0#V M`(``_P!_`/\`?P#_`'X`_P#L````V@```,D```"^````M@```*X```"G``D` MH0`0`)P`&`"8`"(`E0`J`)(`,@"0`#H`C0!!`(L`1P")`$T`AP!2`(8`6`"$ M`%T`@@!D`($`:P!_`',`?0!]`'L`B`!X`)4`=@"C`'4`M`!S`,P`<0#M`'`` M_P!P`/\`<`#_`'``_P#?!0``R@H``+P+``"Q"0``J`0``*$```";``,`E``, M`(\`$P"*`!L`AP`D`(0`+`"!`#,`?P`Z`'T`00![`$<`>0!,`'<`4@!V`%<` M=`!=`'(`9`!P`&T`;P!V`&P`@@!J`(\`:0"=`&<`K@!E`,,`9`#D`&,`^@!C M`/\`8@#_`&,`_P#0#@``OQ(``+(3``"G$@``G1```)4+``"/`P``B0`'`((` M#@!^`!4`>@`>`'8`)0!T`"T`<0`T`&\`.@!N`$``;`!&`&H`3`!I`%(`9P!8 M`&8`7P!D`&<`8@!Q`&``?`!>`(D`7`"8`%L`J0!9`+P`6`#<`%@`]`!8`/\` M5P#_`%<`_P#&%@``MAH``*H=``"?'```E1D``(T4``"%#P``?@D``'`#,8 M:@`R&7D`,!F*`"\:G0`N&K$`+1O*`"T;[``M'/\`+AO_`"X;_P"L,@``GS@` M`)0[``"*/```@#P``'8Y``!K-```8B\``%DJ``!0)0``1Q\``$`:"@`\&1`` M.AD6`#@9'0`V&B,`-1HI`#0:,``S&C<`,AL^`#$;1P`O'%``+AU;`"T=9P`L M'G8`*AZ(`"D?FP`H'ZX`)R#'`"8@Z@`G(/X`*"#_`"@@_P"I-@``G3P``)(_ M``"'00``?4```'0^``!I.@``7S4``%8P``!-*P``1"4``#L@!P`V'@X`,QX3 M`#(>&0`P'B``+QXF`"X?+0`M'S0`+"`[`"L@1``J(4X`*2%8`"T0``')#``!G/P``73H``%,V``!*,0``02P``#@F`P`Q(PP`+B(1`"PB M%@`J(AT`*2(C`"@C*@`G(S$`)B0Y`"4E00`D)4L`(R96`"(F8P`A)W(`'R># M`!XHEP`=**L`&RG#`!LIY@`<*?L`'2G_`!XH_P"C/@``F$,``(U'``"#20`` M>DD``'!'``!F1```6C\``%$[``!'-P``/C(``#4M```L*`D`*"$T` M`&Y,``!D20``6$0``$]```!&/0``/3@``#,T```J+P8`)"P-`"$L$@`@+!@` M'RT>`!XM)0`=+2P`'"XT`!LN/``:+T8`&"]1`!10``DTL``(E/``"`40``=E(``&U0 M``!B3@``5DD``$U&``!$0P``.S\``#$Z```G-@,`'S(+`!PR$``;,A4`&3(; M`!@R(@`7,RD`%C,Q`!4T.@`4-$0`$S1/`!(U7``1-6L`$#9]``\VD0`.-J8` M#3>\``TWW0`--O8`#C;_``\V_P";20``D4\``(=3``!^5@``=58``&I5``!@ M4P``54\``$Q,``!"20``.$4``"Y!```D/0``'#H(`!8X#@`5.!(`%#@8`!,Y M'P`2.28`$3DN`!`Y-P`/.D$`#CI,``T[60`-.V@`"SMZ``H[C0`)/*(`!SRX M``<\U0`(//``"3O_``H[_P"83@``CE0``(58``!\6P``6``` M4U4``$E2```^3@``-$L``"I'```A1```&$(#`!)`"P`0/Q``#C\5``X_'``- M0",`#$`K``M`-``*0#X`"4%*``=!5@`&064`!$%V``-!B@`!09\``$&T``!! MT``!0>X``4'\``)`_P"55```C%D``(->``!Y8```<&```&9@``!=7@``45L` M`$57```Z5```+U$``"5/```<3```%$H```Y("``+1PX`"$<2``='&0`&1R`` M!4@H``-(,0`"2#L``$A'``!(4P``2&(``$AS``!(A@``2)L``$BQ``!'S``` M1^T``$?[``!'_P"26@``B6```(!C``!W90``;F8``&5F``!99```3&```$!= M```U6P``*ED``"!7```750``$%,```M2!P`%40T``5`1``!0%@``4!T``%`E M``!0+@``4#@``%!#``!04```4%X``%!O``!0@P``3Y@``$^N``!.R0``3NL` M`$W[``!-_P"/80``AF8``'UI``!T;```;&T``&%K``!3:0``1F<``#ID```O M8P``)&$``!I?```27@``#%P```9K``!7Q0``5ND``%7[ M``!5_P",:```@FT``'IP``!R<@``9W(``%IQ``!,<```/VX``#-M```H:P`` M'6H``!1H```-9P``!V<```!F`P``9@D``&4-``!E$0``9!4``&0<``!D)``` M9"X``&0Z``!C1P``8U4``&-F``!C>@``8I```&&G``!@P0``7^8``%_Z``!> M_P"';P``?W0``'AW``!N>```8'@``%)W``!%=P``.'8``"MV```@=```%G,` M``YS```'<@```'(```!R````<04``'$*``!Q#@``=H``'CU``!W_P"`?P`` M=X(``&F#``!;A0``388``#^(```RB0``)(D``!B)```/B0``!XH```"+```` MC````(T```"-````C````(P```",`P``C`@``(T-``"-$0``C1<``(XB``". M+P``CC\``(U0``"-9```C'L``(R5``"+K@``BLT``(GO``")_P![A0``;8@` M`%Z*``!0C0``0H\``#21```FD@``&9,```Z4```&E0```)8```"8````F@`` M`)L```";````FP```)L```";````G````)T%``"="P``GA```)\7``"@)``` MH#0``*!&``"@60``GW```)^*``">I0``GL(``)WH``"<^0!PC```88\``%.2 M``!$E@``-ID``">;```9G```#YT```6?````H0```*,```"E````J````*D` M``"I````J0```*H```"K````K````*T```"N`0``L`D``+(/``"S&```M"<` M`+0Y``"U30``M&0``+1^``"SF@``L[0``+/5``"S\`!DDP``59<``$>;```X MGP``*:(``!JD```.I@``!*@```"K````K0```+````"T````M@```+@```"X M````N0```+H```"\````O0```+\```#`````PP```,4'``#)#P``RAH``,LL M``#,0```S58``,YO``#-BP``S*@``,S"``#,X@!8FP``2:```#JE```LJ0`` M'*L```^N```$L0```+0```"W````N@```+X```##````Q@```,@```#(```` MR@```,L```#-````SP```-(```#5````V0```-T```#A!0``Y@\``.<>``#H M,@``Z4@``.I@``#K>P``ZY<``.RN``#LP@#_````_P```/\```#_``8`_P`- M`/\`%0#_`"$`_P`L`/\`.`#_`$,`_P!,`/X`5`#[`%L`^@!B`/@`:`#V`&X` M]0!T`/0`>@#R`(``\0"'`.\`CP#M`)<`ZP"A`.D`K0#G`+T`Y0#8`.0`\P#B M`/\`X`#_`-``_P#$`/\`O`#_`+8`_P#_````_P```/\```#_````_P`)`/\` M$0#_`!P`_0`G`/D`,@#U`#T`\0!&`.T`3P#K`%8`Z`!<`.8`8@#D`&@`XP!N M`.$`@"L`((`J0",`*<`F`"E`*4`HP"T`*``RP"?`.X`G0#_`)P` M_P"9`/\`E`#_`)$`_P#_````]@```.H```#=````SP```,<`!@#```\`NP`7 M`+<`(`"S`"H`L``S`*T`.P"J`$,`IP!)`*4`3P"C`%4`H@!:`*``7P">`&4` MG0!K`)L`<@"9`'L`EP"%`)0`D`"2`)T`D`"L`(X`OP",`.(`BP#Z`(D`_P") M`/\`A@#_`(,`_P#T````Y````-0```#(````OP```+4``0"N``L`J0`2`*4` M&P"A`",`G@`L`)L`-`"8`#P`E@!#`)0`20"2`$X`D`!3`(X`60"-`%X`BP!D M`(D`:P"'`',`A0!]`(,`B`"!`)4`?P"D`'T`M0![`,\`>0#Q`'@`_P!W`/\` M=P#_`'4`_P#E````T0```,,```"X````KP```*@```"@``8`F@`.`)4`%0"1 M`!X`C@`F`(L`+0"(`#4`A@`\`(0`0@""`$<`@`!-`'\`4@!]`%@`>P!>`'D` M90!X`&T`=@!V`',`@0!Q`(X`;P"=`&T`K@!L`,0`:@#G`&D`_0!H`/\`:`#_ M`&D`_P#5`P``PP<``+8(``"K!@``H@```)L```"4````C0`*`(@`$`"#`!@` M?P`@`'P`)P!Z`"X`=P`U`'4`.P!T`$$`<@!'`'``3`!O`%(`;0!8`&L`7P!I M`&8`9P!P`&4`>P!C`(@`8@"7`&``IP!>`+L`70#<`%P`]@!<`/\`6P#_`%L` M_P#)#0``N1```*P1``"A$```EPT``(\(``"(````@@`%`'L`#0!W`!(``$@&)`!'!BH`10SD``'$V``!G,0``72T``%0H``!,(@``0QT``#L7!0`U%`T`,A,1`#$4%P`O M%!T`+A0D`"P4*@`K%3$`*A4X`"D60``H%DH`)Q=4`"878``D&&\`(QB``"$9 MDP`@&:<`'QF^`!X:X``?&O@`(!K_`"`:_P"C-```F#H``(T]``"#/@``>3T` M`&\[``!E-P``6S(``%(M``!)*```0",``#@>`0`P&0H`+!@/`"H8%``I&!H` M)Q@@`"89)P`E&2T`)!HU`",:/@`B&T<`(1M2`"`<7@`?'6P`'1U^`!P=D0`: M'J4`&1Z\`!@?W0`9'_8`&A__`!L>_P"A.```E3T``(M!``"!0@``=T(``&U` M``!C/```63<``$\S``!&+@``/2D``#4D```M(`<`)QT-`"4=$@`C'1<`(1T= M`"$=)``@'BL`'QXR`!X?.P`='T4`'"!/`!HA7``9(6H`&")[`!8BCP`5(J,` M%".Z`!,CV@`4(_4`%2/_`!8C_P">/```DT$``(E$``!_1@``=48``&Q$``!B M00``5SP``$TX``!$-```/#```#,K```J)@,`(R(+`"`A$``>(14`'"(;`!LB M(0`:(B@`&B,P`!DC.``8)$(`%B5-`!4E60`4)F@`$R9Y`!(FC0`1)Z(`$">X M``XGU@`0*/0`$2?_`!$G_P"<0```D44``(=(``!]2@``=$H``&I)``!@1@`` M54$``$P^``!#.@``.C8``#$R```H+0``("D)`!LG#@`9)Q(`&"<8`!8G'P`5 M*"4`%"@M`!,H-@`2*4``$BE+`!$J5P`0*F8`#BMW``XKBP`-+)\`#"RU``LL MSP`,+.\`#2S_``TK_P"91```CTD``(5,``!\3@``2P``4T<` M`$I$``!"0```.3T``"\X```E-```'3`%`!8M#``4+!``$RT5`!(M'``1+2,` M$"TJ``\N,P`.+CT`#2](``TO50`,,&,`"C!T``DPB``(,9P`!C&Q``8QRP`& M,>L`!S#\``@P_P"72```C4T``(-1``!Z4P``<50``&=2``!=4```4DP``$E* M``!`1@``-4(``"L^```B.@``&C00``%C\``!`\!P`+.@T`"3H1``@[%P`&.QX`!3LF``0[ M+@`".S@``3Q#```\3P``/%X``#QN```\@0``/)<``#RL```[Q0``.^<``#OX M```[_P"14@``B%@``']<``!V70``;5X``&-=``!:7```3E@``$)4```W40`` M+4X``"-+```:20``$D8```U$!@`'0PP``T,0``!#%0``0QL``$,C``!#*P`` M0S4``$-```!#30``0UL``$-K``!#?@``0Y0``$*J``!"PP``0>8``$'Y``!! M_P".6```AEX``'UA``!S8P``:V0``&)C``!780``25T``#U:```R6```)U4` M`!Y3```540``#D\```E-!0`"30L``$P.``!,$P``2Q@``$L?``!+*```2S(` M`$L]``!+20``2U<``$MG``!*>P``2I```$FG``!)P```2.0``$CX``!'_P"+ M7P``@V0``'IG``!Q:0``:6H``%YI``!09@``0V0``#=A```L7P``(5T``!A; M```060``"E@```-7`P``5PD``%8-``!5$```514``%0;``!4(P``5"T``%0Y M``!410``5%,``%1D``!3=P``4XT``%*D``!1O0``4.(``%#X``!/_P"(9P`` M?VL``'=N``!O<```97```%=N``!*;```/6L``#!I```E:```&F8``!%D```+ M8P``!&(```!B`0``808``&`+``!@#@``7Q(``%\7``!?'@``7B@``%XS``!> M0```7D\``%Y?``!=<@``78@``%R@``!;N0``6M\``%GW``!8_P"$;@``?'(` M`'5U``!K=@``774``$]T``!";``!FM0``9=@``&3U``!D_P"`=0``>GD``'![ M``!B>P``5'P``$9\```Y?```+'P``!][```4>@``#7H```1Z````>@```'H` M``!Z````>0```'D!``!X!@``>`L``'@.``!X$P``>!H``'@E``!X,@``=T$` M`'=2``!W90``=GP``'65``!TKP``<\X``'+Q``!Q_P!^?0``=8```&>!``!8 M@@``2H,``#R$```NA0``(84``!6%```-A0```X4```"&````AP```(@```"( M````AP```(<```"'````AP0``(<)``"'#@``B!,``(@<``"(*0``B#@``(=* M``"'70``AG,``(:-``"%IP``A,4``(/L``""_@!XA```:H8``%R(``!-B@`` M/XP``#&.```CCP``%H\```V0```"D0```)(```"3````E0```)8```"6```` ME@```)8```"6````EP```)<```"7!P``F`T``)D3``":'P``FBT``)H_``": M4@``FF@``)F#``"9GP``F+H``)?B``"6^`!MB@``7XT``%"0``!!DP``,Y8` M`"27```6F```#9D```&;````G0```)\```"A````I````*4```"D````I0`` M`*4```"F````IP```*@```"I````J@0``*P,``"N$P``KB$``*XS``"N1P`` MKET``*YV``"NDP``KJX``*W-``"L[P!AD0``4Y4``$28```UG```)I\``!>A M```-HP```*4```"G````J@```*P```"P````L@```+0```"S````M````+4` M``"W````N````+D```"[````O0```+\!``##"P``Q14``,4E``#&.0``QT\` M`,=H``#&A0``QJ(``,:\``#&W@!5F0``1YT``#BB```II@``&:@```VK```` MK0```+$```"T````MP```+H```"_````P0```,0```##````Q0```,8```#( M````R@```,T```#/````T@```-8```#;````X`P``.$8``#C*P``Y$$``.5: M``#F=```YI$``.6L``#EQ`#_````_P```/\```#_``$`_P`*`/\`$@#_`!T` M_P`H`/\`-`#_`#X`_0!(`/H`4`#W`%<`]0!=`/0`8P#R`&D`\`!O`.\`=`#M M`'L`ZP"!`.D`B0#H`)(`Y@"<`.0`J`#B`+<`WP#-`-P`[@#9`/\`V0#_`,H` M_P"^`/\`M0#_`+``_P#_````_P```/\```#_````_P`&`/\`#P#\`!@`^``C M`/0`+@#P`#@`ZP!"`.@`2@#E`%$`X@!8`.``70#>`&,`W`!H`-D`;@#6`'0` MU`![`-$`@@#/`(L`S0"5`,H`H0#(`*\`Q0#!`,(`XP#``/L`P`#_`+L`_P"P M`/\`J`#_`*0`_P#_````_P```/\```#[````\P`!`.T`#`#H`!,`XP`>`.`` M*`#:`#(`TP`\`,\`1`#,`$L`R0!1`,8`5P#$`%T`P@!B`,$`9P"_`&T`O0!T M`+L`>P"Y`(0`MP".`+0`F0"R`*<`KP"W`*T`T`"K`/(`J@#_`*D`_P"A`/\` MFP#_`)<`_P#_````_P```/0```#I````X````-4`"`#.`!``R0`8`,4`(@#! M`"L`O``U`+D`/0"V`$4`LP!+`+$`40"O`%8`K@!;`*P`80"J`&8`J0!M`*8` M=`"D`'P`H@"&`*``D@">`)\`G`"N`)D`PP"7`.<`E@#_`)4`_P"2`/\`C0#_ M`(H`_P#\````\````.,```#4````R````+\``P"Y``T`LP`3`*\`'`"L`"4` MJ0`N`*4`-@"C`#X`H`!$`)X`2@"=`%``FP!5`)D`6@"7`%\`E@!F`)0`;`"2 M`'4`D`!^`(X`B@"+`)<`B0"F`(<`N`"%`-8`A`#V`((`_P"!`/\`?@#_`'P` M_P#M````W0```,P```#!````N````*X```"G``D`H@`0`)X`%P":`!\`EP`G M`)0`+P"1`#<`CP`]`(T`0P"+`$D`B0!.`(@`4P"&`%D`A`!?`((`90"``&T` M?@!W`'P`@@!Z`(\`>`">`'4`KP!S`,<`<@#L`'$`_P!P`/\`<`#_`&X`_P#= M````R0```+P```"Q````J0```*$```"9``,`DP`,`(X`$@"*`!D`AP`A`(0` M*0"!`#``?P`W`'T`/0![`$(`>0!(`'@`30!V`%(`=`!8`'(`7P!Q`&<`;P!P M`&P`>P!J`(@`:`"7`&8`J`!E`+P`8P#A`&(`^@!A`/\`80#_`&$`_P#-`0`` MO`4``*\%``"E`@``G````)0```"-````A@`(`($`#@!\`!0`>``;`'4`(P!R M`"D`<``P`&X`-@!M`#P`:P!!`&D`1P!H`$P`9@!2`&0`60!C`&``80!I`%\` M=`!=`($`6P"0`%D`H0!7`+0`5@#0`%4`\@!5`/\`5`#_`%4`_P#!#```L@X` M`*8/``";#@``D@L``(D%``""````>P`"`'4`"P!P`!``;``6`&@`'0!F`",` M8P`J`&$`,`!@`#8`7@`[`%T`00!;`$8`6@!,`%@`4P!6`%L`5`!D`%(`;@!1 M`'L`3P"*`$T`FP!,`*X`2P#&`$H`Z@!)`/X`20#_`$D`_P"Y$@``JA8``)X7 M``"4%@``BA,``($0``!Y"P``<0,``&L`!@!E``T`80`1`%T`&`!:`!X`6``D M`%8`*@!4`#``4P`V`%$`.P!0`$$`3@!'`$T`3@!+`%8`20!?`$<`:0!&`'8` M1`"%`$,`EP!!`*D`0`"_`#\`X@`_`/@`/@#_`#\`_P"R&0``I!X``)@?``". M'P``A!P``'H8``!R$@``:@X``&((``!<`0@`5P`.`%,`$P!0`!D`3@`?`$P` M)0!*`"L`2``P`$<`-@!&`#P`1`!"`$,`20!!`%$`/P!:`#X`90`\`'(`.@"! M`#D`DP`X`*4`-@"Z`#8`VP`U`/0`-0#_`#4`_P"L(```GR0``)0F``"))@`` M?R0``'4@``!L&P``9!4``%P0``!4#`$`3@8*`$H"#P!'`!0`1``:`$(`(`!` M`"4`/P`K`#X!,0`\`3<`.P(^`#D"10`X`TT`-@-6`#4$80`S!&X`,05^`#`% MD``O!:,`+0:X`"P&U``L!_``+`C_`"P(_P"H)0``FRH``)`L``"&+0``>RL` M`'(G``!H(@``7QT``%<7``!/$@``2`X$`$$*"P`^!Q``.P85`#D'&P`X!R$` M-@@F`#4(+``S"#(`,@DY`#$)00`O"4D`+@I3`"P*7@`K"VP`*0M\`"@,CP`F M#*(`)0RW`"0,TP`C#?``)`W_`"4-_P"D*@``F"\``(TR``"#,@``>3$``&\N M``!E*0``7"0``%,?``!+&0``0Q,``#P0!@`U#0P`,PP1`#$,%@`O#!P`+@TB M`"T-*``K#2X`*@TU`"D-/0`G#D8`)@Y0`"0.7``C#VH`(@][`"`0C@`?$*(` M'1"W`!P0U``=$?(`'1'_`!X1_P"A+P``E3,``(HV``"`-P``=C8``&TS``!C M+P``62H``%`E``!((```/QH``#@5```P$0@`+!`.`"H0$@`H$!@`)Q`>`"40 M)``D$"H`(Q$R`"(1.@`A$4,`(!).`!X26@`=$V@`&Q-X`!H3BP`8%*``%Q2U M`!84T0`6%?$`%Q7_`!@4_P">,P``DS<``(@Z``!^.P``=#L``&LX``!A-``` M5R\``$XK``!%)@``/2$``#0<```M%P4`)A,,`",3$``B$Q4`(!,:`!\3(0`> M%"<`'10O`!P5-P`;%4$`&A9+`!D65P`7%V4`%A=V`!08B0`3&)X`$ABS`!$9 MS@`1&>\`$AG_`!,9_P"<-@``D3L``(8^``!\/P``P`#AW_``\=_P"9.@``CS\``(1"``![1```<4,``&A"``!>/@``4SH``$HV M``!!,@``.2T``#$I```H)0``("`&`!H=#``7'!``%1P5`!0=&P`4'2(`$QTI M`!(>,@`1'SP`$!]&`!`@4P`.(&$`#2%Q``PAA0`+(ID`"B*N``DBQP`)(N<` M"B+[``LA_P"7/@``C$,``(-&``!Y2```<$@``&=&``!<1```4C\``$D[``!` M.```.#0``"\P```G+```'B<#`!8C"@`2(0X`$2$3`!`B&0`0(B``#R(G``XC M+P`-)#D`#"1$``LE4``*)5X`"29O``0``-X\``#:E```VO0``-N```#7U```U_P"-4``` MA%8``'Q:``!R6P``:5L``&!;``!760``3%8``$!2```U3@``*DL``"!(```7 M1@``$$,```M!!``$0`H``#\.```^$0``/A8``#X=```^)@``/B\``#XZ```^ M1@``/E0``#YD```^=@``/8P``#VC```\NP``/-X``#OU```[_P"*5P``@EP` M`'E?``!P80``:&$``%]A``!47@``1UL``#I7```O50``)5(``!M0```230`` M#$L```9*`P``20D``$@-``!'$```1Q0``$8:``!&(@``1BP``$8W``!&0P`` M1E$``$9@``!%```I7```'UH``!57```.5@``!U0` M``!3`0``4@8``%$+``!1#@``4!$``$\6``!/'@``3R<``$\R``!//P``3TT` M`$Y=``!.;P``3H4``$V=``!,M0``2]@``$KU``!*_P"%90``?&D``'1L``!M M;@``8FT``%1K``!':0``.F<``"UE```B9```&&(``!!@```)7P```%X```!> M````70,``%P(``!;#```6@\``%H3``!9&0``62(``%DM``!9.@``64@``%A8 M``!8:P``5X$``%>9``!6L@``5=(``%3T``!3_P"!;```>7```'-S``!H_P!]=```=W<``&YY``!?>0``47D` M`$-Y```V>```*7@``!QW```1=@``"G4```!U````=0```'8```!U````=``` M`'0```!S`@``P```$P`VP!3`-@`6`#4`%X`T@!C`-``:0#.`&X`S`!U`,H`?0#( M`(4`Q@"0`,(`FP#``*D`O@"Z`+L`V0"Y`/<`N`#_`+0`_P"I`/\`H@#_`)T` M_P#_````_P```/\```#V````[@```.<`"@#A`!$`W``:`-<`(P#0`"X`RP`W M`,<`/P#$`$8`P0!-`+\`4@"]`%@`NP!=`+D`8@"X`&@`M@!N`+0`=0"Q`'X` MKP"(`*T`DP"J`*$`J`"Q`*8`R`"D`.T`H@#_`*(`_P";`/\`E0#_`)$`_P#_ M````_````.X```#C````V````,T`!0#&``X`P0`5`+T`'@"Y`"<`M0`P`+(` M.`"O`$``K`!&`*H`3`"H`%$`IP!6`*4`6P"C`&$`H0!G`)\`;@">`'8`FP"` M`)D`C`"7`)D`E`"H`)(`O`"0`-\`C@#[`(X`_P"+`/\`A@#_`(,`_P#X```` MZ0```-P```#,````P0```+@```"R``H`K``1`*@`&`"E`"$`H@`I`)X`,@"< M`#D`F0`_`)<`10"5`$H`E`!0`)(`50"0`%H`CP!@`(T`9P"+`&\`B0!X`(8` MA`"$`)$`@@"@`(``L@!]`,P`?`#Q`'L`_P!Z`/\`=P#_`'4`_P#F````TP`` M`,8```"[````L0```*<```"A``4`FP`-`)<`$P"3`!L`D``C`(P`*P"*`#(` MB``X`(8`/@"$`$0`@@!)`($`3@!_`%,`?0!9`'L`8`!Y`&@`=P!Q`'4`?`!S M`(D`<`"8`&\`J0!M`+\`:P#F`&H`_P!I`/\`:0#_`&<`_P#3````PP```+4` M``"K````HP```)L```"2````C``*`(<`$`"#`!8`?P`=`'T`)`!Z`"L`>``R M`'8`.`!T`#T`<@!"`'$`2`!O`$T`;0!3`&P`60!J`&$`:`!J`&8`=`!D`($` M80"1`%\`H@!>`+8`7`#5`%L`]P!;`/\`6@#_`%H`_P#%````M@(``*D"``"? M````E@```(X```"'````@``%`'H`#`!U`!$`<0`8`&X`'@!K`"4`:0`K`&<` M,0!F`#<`9``\`&,`00!A`$<`7P!-`%X`4P!<`%L`6@!D`%@`;@!6`'L`5`"* M`%(`FP!1`*X`4`#(`$\`[@!.`/\`3@#_`$T`_P"["@``K`T``*`-``"5#``` MC`@``(,"``!\````=0```&X`"`!I``X`90`3`&(`&0!?`!\`70`E`%L`*P!9 M`#$`6``V`%8`.P!5`$$`4P!'`%$`3@!0`%4`3@!>`$P`:`!*`'4`2`"$`$<` ME0!%`*@`1`"_`$,`Y`!"`/P`0@#_`$(`_P"R$0``I10``)D5``".$P``A!$` M`'L-``!S"```;````&4``P!?``L`6P`/`%<`%`!4`!H`40`?`$\`)0!.`"L` M3``P`$L`-@!)`#P`2`!"`$8`2`!%`%``0P!9`$$`8P`_`&\`/@!^`#P`D``[ M`*,`.@"X`#D`V0`X`/4`.`#_`#@`_P"L%P``GQL``),=``")'```?QD``'45 M``!L$```9`P``%T&``!6``8`40`,`$T`$`!*`!4`1P`:`$4`(`!$`"8`0@`K M`$$`,0`_`#8`/@`]`#P`1``[`$L`.0!4`#<`7P`V`&L`-`!Z`#(`C``Q`)X` M,`"S`"\`S@`O`.\`+@#_`"X`_P"G'@``FB(``(\D``"$)```>B$``'$=``!G M&```7Q,``%<.``!0"@``20,(`$4`#0!!`!$`/@`6`#P`&P`Z`"$`.0`F`#<` M+``V`#(`-``X`#,`/P`Q`$<`,`!0`"X`6P`M`&<`*P!V`"H`B``H`)P`)P"P M`"8`R0`E`.H`)0'[`/_B?1!)0T-?4%)/1DE,10`1$B4!_P"B(P``EB@``(LJ M``"!*@``=R@``&TE``!D(```6QL``%(5``!+$```0PP"`#T'"0`Y`PX`-@$2 M`#,!%P`Q`1P`,`$B`"\")P`M`BT`+`,T`"H#.P`I!$,`*`1-`"8%6``E!64` M(P9T`"(&A@`@!IH`'P>N`!X'Q@`=!^<`'0CX`!T)_P"?*```DRT``(@O``!^ M+P``="X``&HK``!A)@``6"$``$\<``!'%P``/Q(``#@.!``Q"PH`+@@.`"L' M$@`I!Q<`*`@=`"<((P`E""D`)`DP`",)-P`A"D``(`I*`!\+50`="V(`&PQR M`!H,A0`8#)D`%PRM`!8,Q@`5#>8`%0WY`!8-_P"<+0``D#$``(8T``!\-``` M#24`'0TL`!L--``:#CT`&0Y'`!<.4P`6#F$`%`]Q`!,0 MA``2$)@`$1"N`!`0Q@`0$.@`$!#[`!$0_P"9,0``CC4``(0X``!Z.0``<#@` M`&*@`''S,`!B`^``0@2@`#(5<``2%G```A>0``(8X``"&D```A MN@``(=L``"'R```@_@"00```AD4``'U(``!T2@``:TH``&))``!81@``3D(` M`$4_```]/```-3D``"LT```B+P``&2L``!(H!``-)`H`"2,.``8C$@`%(QD` M!"0@``(D*``!)3$``"4\```E2```)E4``"9E```F=P``)HP``":B```FN0`` M)MD``"7R```E_@".10``A$D``'M-``!S3P``:D\``&!.``!72P``34@``$1% M```\0@``,3T``"-0``%3(```\N`P`*+`H`!2L.``$J$0``*A8``"H> M```J)@``*R\``"LY```K10``+%,``"QB```L=0``+(H``"N@```KMP``*]8` M`"KR```J_P",20``@DX``'I2``!Q5```:%0``%]3``!640``3$X``$-+```W M1P``+4,``",_```:/```$C@```PV`P`&,PD``#(-```R$```,10``#$;```Q M(P``,2P``#(W```R0P``,E```#)@```R<@``,H<``#&>```QM0``,-0``##R M```O_P")3P``@%0``'A7``!O60``9ED``%Y9``!55P``25,``#Y/```R3``` M*$@``!Y%```50@``#D````@]`@`!/`@``#L,```Z#P``.1(``#D8```Y(``` M.2D``#DT```Y0```.4X``#E=```Y;P``.(4``#B<```WLP``-](``#;R```U M_P"'50``?UH``'9=``!M7P``95\``%U?``!27```1%@``#A5```M4@``(D\` M`!A,```02@``"D@```-&`0``108``$0*``!##0``0A```$$5``!!'0``028` M`$$Q``!!/0``04H``$%:``!!;```0($``#^9```_L0``/M```#WR```\_P"$ M7```?&```'-C``!L90``9&8``%ED``!+80``/EX``#);```F60``'%8``!)4 M```,4@``!%$```!/````3@,``$T(``!,#```2PX``$L2``!*&0``2B(``$HL M``!*.0``2D<``$I6``!):```27X``$B6``!'KP``1LT``$7Q``!$_P"!8P`` M>6<``')J``!K;```8&L``%)I``!$9@``-V0``"IB```?8```%5X```U=```& M6P```%H```!9````6````%<$``!6"```5@P``%40``!4%```5!T``%0G``!4 M-```5$(``%-2``!39```4GD``%*2``!1JP``4,H``$_O``!._P!^:@``=VX` M`'!Q``!F<0``6'```$IO```\;0``+VP``")J```7:0``#F<```9F````90`` M`&4```!E````8P```&(```!B!```80@``&$-``!@$```8!<``&`A``!?+@`` M7SP``%]-``!>7@``7G0``%V-``!@``<'P``&%\``!3 M?0``1'T``#9^```H?@``&WT``!!]```'?0```'T```!]````?@```'\```!^ M````?0```'T```!\````?````'P```!\!@``?`P``'P2``!\'0``?"P``'P\ M``!\3P``>V4``'M^``!ZF@``>;8``'C?``!W^@!S@```98$``%:#``!(A``` M.88``"N'```=AP``$8<```>(````B````(D```"*````C````(T```"-```` MC````(P```",````C````(P```"-````C00``(X,``".$P``CR$``(XR``". M1@``CEL``(UT``"-D```C*T``(O.``"*\P!HA@``6H@``$N+```\C0``+8\` M`!Z0```1D0``!Y(```"3````E0```)<```"9````FP```)P```";````FP`` M`)P```"<````G0```)X```">````GP```*$#``"B#```HA8``*,F``"C.@`` MHT\``*-H``"BA@``HJ(``*+```"AZ`!C``#6O0#_````_P```/\```#_````_P`#`/\`#0#_`!4` M_P`@`/P`*P#X`#4`]``_`/``1P#N`$X`ZP!4`.D`6@#G`%\`Y0!D`.,`:@#A M`'``WP!V`-T`?@#;`(<`V`"1`-,`G0#/`*L`S0"]`,L`X`#)`/L`QP#_`+T` M_P"Q`/\`J0#_`*,`_P#_````_P```/\```#_````_````/8`"P#Q`!$`[0`; M`.D`)0#D`#``WP`Y`-H`00#5`$@`T0!.`,\`5`#-`%D`RP!>`,D`8P#'`&D` MQ0!O`,,`=P#``'\`O@"*`+L`E0"X`*,`M@"T`+0`S0"R`/(`L`#_`*P`_P"C M`/\`G`#_`)<`_P#_````_P```/H```#Q````Z````.``!@#9``X`T@`6`,X` M'P#(`"D`Q``R`,``.@"]`$$`N@!(`+@`30"V`%,`M`!8`+(`70"P`&(`K@!I M`*P`;P"J`'@`J`""`*8`C@"D`)L`H0"K`)\`P`"=`.8`FP#_`)H`_P"4`/\` MC@#_`(H`_P#_````]@```.@```#<````S@```,8``0"_``L`N@`1`+8`&@"R M`"(`K@`K`*H`-`"H`#L`I0!!`*,`1P"A`$P`GP!1`)X`5@"<`%P`F@!B`)D` M:`"7`'``E0!Z`)(`A@"0`),`C0"B`(L`M0")`-,`AP#W`(8`_P"$`/\`?P#_ M`'P`_P#R````XP```-(```#%````N@```+$```"K``<`I0`.`*$`%`">`!P` MF@`E`)<`+0"4`#0`D@`Z`)``0`".`$4`C0!*`(L`4`")`%4`B`!;`(8`80"$ M`&D`@@!R`'\`?0!]`(L`>P":`'@`JP!V`,0`=`#K`',`_P!S`/\`<`#_`&X` M_P#?````S````+\```"T````JP```*$```":``(`E``+`)``$`",`!<`B``> M`(4`)@"#`"T`@0`S`'\`.0!]`#\`>P!$`'D`20!X`$X`=@!4`'0`6@!S`&(` M<`!K`&X`=0!L`(,`:@"2`&@`HP!F`+@`9`#>`&,`^P!B`/\`8@#_`&``_P#, M````O````*\```"E````G0```)0```",````A@`'`($`#0!\`!(`>``9`'4` M'P!S`"8`<0`M`&\`,@!M`#@`:P`]`&H`0@!H`$@`9P!.`&4`5`!C`%L`80!D M`%\`;@!=`'L`6P"*`%D`FP!7`*\`5@#+`%4`\@!4`/\`5`#_`%0`_P"^```` ML````*0```"9````D````(@```"!````>0`"`',`"@!O``\`:P`4`&<`&@!E M`"``8P`F`&$`+`!?`#(`7@`W`%P`/`!;`$(`60!'`%<`3@!6`%4`5`!>`%(` M:`!0`'0`3@"#`$P`E0!*`*@`20#``$@`Z`!'`/\`1P#_`$<`_P"T"0``I@L` M`)L,``"0"@``A@4``'X```!V````;P```&@`!0!C``P`7P`0`%L`%0!8`!H` M5@`A`%0`)@!3`"P`40`Q`%``-@!.`#P`30!"`$L`2`!)`%``2`!8`$8`8@!$ M`&X`0@!]`$``C@`_`*(`/0"X`#T`W0`\`/@`/`#_`#P`_P"L$```GQ(``)02 M``")$0``?P\``'8,``!N!0``9@```&```0!9``@`50`-`%$`$0!.`!8`2P`; M`$D`(0!(`"8`1@`K`$4`,0!#`#8`0@`\`$``0P`^`$L`/0!3`#L`70`Y`&D` M-P!X`#8`B0`T`)P`,P"Q`#(`S@`R`/$`,0#_`#$`_P"F%@``FAD``(X:``"$ M&@``>A8``'`2``!H#@``7PH``%@#``!1``0`3``*`$@`#@!$`!(`00`6`#\` M&P`]`"$`/``F`#H`+``Y`#$`-P`W`#8`/@`T`$8`,P!/`#$`60`O`&4`+@!S M`"P`A0`K`)@`*@"M`"D`Q@`H`.H`*`#^`"@`_P"A'```E2```(HA``!_(0`` M=1\``&P:``!C%@``6A$``%(-``!+!P``1``&`$``"P`\``\`.``2`#8`%P`T M`!P`,P`A`#$`)P`P`"P`+@`S`"T`.@`K`$(`*@!+`"@`50`F`&$`)0!P`"0` M@0`B`)4`(0"I`"``P0`@`.0`'P#Y`!\`_P"=(@``D28``(8H``!\)P``E`!$'NP`0!]L`$`CR`!`)_P"7*P``C"\``($Q``!W,@``;C$``&0N``!; M*@``424``$D@``!`&P``.!8``#$2```I#@0`(PP)`!\)#0`=!Q``&P<5`!D( M&@`8""``%PDG`!8)+@`5"C<`$PI!`!(+30`1"UH`$`MI``X,>P`.#)``#0RE M``P-NP`+#=D`"PWQ``P-_P"5+P``BC,``'\V``!V-@``;#4``&,S``!9+P`` M4"L``$0`($(T`!Q"B``80 MN``%$-0`!1#O``80_P"2,P``B#<``'XZ``!T.P``:SH``&$X``!8-0``3C`` M`$4L```])P``-2,``"T?```F&@``'A8!`!<3!@`1$`L`#@X.``X/$P`-$!D` M#1`@``P0*``+$3(`"A$\``@22``'$E4`!A-E``03=@`#$XL``12@```3M@`` M$]$``!/N```3^P"0-@``ACL``'P^``!S/P``:C\``&`]``!7.0``338``$0Q M```\+@``-"H``"PF```E(@``'AX``!8:`@`0%0D`#!,.``H3$@`)%!<`"!0? M``<5)@`&%2\`!!8Z``,61@`!%U,``!=B```8=```&(D``!B?```8M0``%]`` M`!?M```7^P"..@``A#\``'M"``!R0P``:$,``%]"``!6/P``3#L``$,W```[ M-```,S```"PL```D*0``&R0``!,?`@`-&PD`"1D-``89$0`$&18``AD=``$: M)```&BT``!LX```;1```'%$``!Q@```=<@``'8<``!R=``````B<```(H4``"&;```AL@``(9```FL```)U@` M`'-;``!J70``8ET``%M=``!/6@``0E8``#92```J3P``($P``!9)```.1P`` M"$0```!"````00,``#\'```^"P``/0X``#T1```\&```/"$``#PK```\-P`` M/$0``#Q3```\90``.WH``#J2```ZJP``.<@``#CM```W_P"!6@``>5X``'%A M``!I8P``8F0``%=B``!)7@``/%L``"]8```D50``&5,``!!1```*3P```4T` M``!,````2@```$D$``!("```1PP``$8/``!&%```11P``$4G``!%,P``14`` M`$50``!$80``1'8``$./``!"J```0<8``$#L```__P!^80``=F4``&]H``!H M:@``76D``$]F``!"9```-&$``"A?```=70``$EL```M9```"6````%8```!6 M````5````%,```!2!```40D``%`-``!0$```3Q@``$\B``!/+@``3SP``$]+ M``!.70``3G(``$V+``!,I0``2\(``$GJ``!(_P![:0``=&P``&YO``!D;P`` M56T``$=L```Y:@``+&D``"!G```490``#60```-B````8@```&$```!@```` M7P```%X```!=````7`0``%P)``!;#0``6Q(``%L<``!:*```6C8``%I&``!9 M6```66T``%B%``!7H```5KT``%7H``!3_@!Y<``````;7H``%]Z``!0>@``0GH``#-[ M```E>P``&'H```YY```$>0```'D```!Y````>@```'H```!Z````>````'@` M``!W````=P```'<```!W`0``=P@``'<.``!W&```=R8``'8V``!V20``=5\` M`'5W``!TDP``'EZ?'U^@(&"@X6&AXB*BXR. MCY"1DY25EIB9FIR=GI^AHJ.DIJ>HJJNLK:^PL;.TM;:XN;J[O;Z_P<+#Q,;' MR,G+S,W/T-'2U-76U]G:V]W>W^#BX^3FY^CIZ^SM[O#Q\O3U]O?Y^OO\_O__ M____________________________________________________```````` M``````````````$#!`4&"`D*"PT.#Q$2$Q06%Q@:&QP='R`A(B0E)B@I*BLM M+B\P,C,T-C8&%B8V5F M9VEJ:VQN;W!QGQ]?H"!@H.%AH>(BHN,CH^0D9.4E9:8F9JOL[>[P\?+T]?;W^?K[_/[_____________________ M_________________________________P`````````````````````!`P0% M!@@)"@L-#@\1$A,4%A<8&AL<'1\@(2(D)28H*2HK+2XO,#(S-#8W.#D[/#T^ M0$%"1$5&1TE*2TU.3U!24U155UA96UQ=7F!A8F-E9F=I:FML;F]P<7-T=7=X M>7I\?7Z`@8*#A8:'B(J+C(Z/D)&3E)66F)F:G)V>GZ&BHZ2FIZBJJZRMK["Q ML[2UMKBYNKN]OK_!PL/$QL?(R'R`A M(B,D)28G*"DJ*RPM+B\P,3(S-#4V-S@Y.CL\/3X_0$%"0T1%1D=(24I+3$U. M3U!14E-455976%E:6UQ=7E]@86)C9&5F9VAI:FML;6YO<'%R7I[ M?'U^?X"!@H.$A8:'B(F*BXR-CH^0D9*3E)66EYB9FINH MJ:JKK*VNK["QLK.TM;:WN+FZN[R]OK_`P<+#Q,7&Q\C)RLO,S<[/T-'2T]35 MUM?8V=K;W-W>W^#AXN/DY>;GZ.GJZ^SM[N_P\?+S]/7V]_CY^OO\_?[_;69T M,0`````#`2$```$````````````````````!`````````````````````0`` M``$"`P0%!@<("`D*"PP-#@\0$1(3%!46%Q@9&AH;'!T>'R`A(B,D)28G*"DJ M*RPM+B\P,3$R,S0U-C'EZ>WQ]?G^`@8*# MA(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::GJ*FJJZRMKK"Q MLK.TM;:WN+FZN[R]OK_`P<+#Q,7&Q\C)RLO,S<[/T-'3U-76U]C9VMOKK[.WN[_'R\_3U]O?X^?K[_/W^_P`!`0("`P,$!`4&!@<' M"`@)"0H+"PP,#0T.#P\0$!$1$A,3%!05%A87%Q@9&1H:&QP<'1X>'R`@(2(B M(R0D)28F)R@I*2HK+"TM+B\P,3(R,S0U-C7Q^@8.&B8N.D)*5EYF;G9^AHZ6GJ*JL MK:^PLK.UMK>YNKN\O;_`P<+#Q,7&Q\C)RLO,SW]_@X>'BX^/DY>7FYN?HZ.GIZNOK[.SM[N[O[_#P\?+R\_/T]/7V M]O?W^/CY^?K[^_S\_?W^_O\``0$"`@,#!`0%!@8'!P@("0D*"PL,#`T-#@\/ M$!`1$1(3$Q04%186%Q<8&1D:&AL<'!T>'A\@("$B(B,D)"4F)B9FYV?H:.EIZBJK*VOL+*SM;:WN;J[O+V_ MP,'"P\3%QL?(RKKZ^SL[>[N[^_P\/'R\O/S]/3U]O;W]_CX^?GZ^_O\_/W] M_O[_________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M__3_________________________________________Z]'_____________ M____________________________]^G^____________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________X-ON7_ M_____________________________________^WY____________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M___________________________________________________KV$5S`.`!VL____________________ M___________2BDP5``````!R\____________________________]9_-@`` M``````!+R?__________________________^I$^```````````OJ_______ M____________________P%H````````````:E?______________________ M____C20````````````(A/_________________________G7@`````````` M````=_________________________^T)0``````````````:O__________ M______________]]````````````````6_3_______________________TK M````````````````3.O______________________Z4````````````````` M/.'______________________S`,````````````````+=G_____________ M________F8IA)P``````````````)]?______________________^V^B54G M````````````)=S__________________________LJ==EU*/#(M+#`Y1][_ M______________________________WFW=;2T-/9Y/__________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M___________________OU+O6_________________________________^>X MCVI++Q5O_______________________________DH638TL[,R\S/UN#\________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ MZ].\X________________________________]*IA65(+!(!A?__________ M__________________&K<3P/````````3^#_________________________ MU7\U````````````'[+________________________C=1T````````````` M`(G_______________________^0(P```````````````&?_____________ M_________]5#`````````````````$CV_____________________XH````` M`````````````"[=_____________________S@``````````````````!?( M____________________O@````````````````````2V________________ M____G`````````````````````"E____________________N@`````````` M``````````"3____________________W`````````````````````""____ M_________________P````````````````````!T____________________ M_Q,```````````````````!H_____________________T(````````````` M``````!@_____________________WH```````````````````!=________ M_____________]$```````````````````!A______________________\D M``````````````````!F_______________________)K)F)?79Q;&EG9F=K M<'J,________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M________XL6JD7EA=______________________________=IG=0+`P````` M,<3_________________________X)).$P```````````(______________ M___________2____ M________________G0`````````````````````U_/__________________ MH0`````````````````````1V?__________________R@`````````````` M````````N___________________[@``````````````````````H?______ M_____________PP`````````````````````BO___________________RT` M````````````````````=O___________________TT````````````````` M````9/___________________V\`````````````````````4O__________ M_________Y0`````````````````````0/___________________[P````` M````````````````,/___________________^H.```````````````````` M(O____________________]$````````````````````%?______________ M______^!````````````````````"_7____________________("P`````` M`````````````NS_____________________7@```````````````````.7_ M____________________R1P``````````````````-K_________________ M_____YT!``````````````<.%\7________________________5N;S!Q\[5 MV^'F[?3[____________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_______________________XW\______________________________[,:E MB&U4.R$'`#+>________________________UY)9*0````````````"@____ M__________________^)-@````````````````!G____________________ M_V8````````````````````R]O__________________E0`````````````` M```````#R/__________________IP``````````````````````H/______ M____________UP``````````````````````?/___________________P`` M````````````````````7O___________________R4````````````````` M````0____________________T@`````````````````````+/__________ M_________VH`````````````````````&/___________________XL````` M````````````````!?/__________________Z\````````````````````` M`.'__________________]4``````````````````````,______________ M______\D`````````````````````+[___________________]4```````` M`````````````*[___________________^+`````````````````````)__ M___________________+#@```````````````````)+_________________ M____5P```````````````````(;_____________________J@H````````` M`````````'G______________________VT``````````````````&;_____ M__________________=5`````````````````$7_____________________ M____:B,K-3]*56!J=7Z'D9S_____________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_____________________________^C/MIV#:4ZY____________________ M_____^RR@UPZ'0(```````![_______________________%;2D````````` M``````!`_____________________X,;```````````````````'R_______ M____________D@``````````````````````F/__________________I``` M````````````````````:O__________________W0`````````````````` M````0?___________________PX`````````````````````'?__________ M_________SD``````````````````````.C__________________V`````` M`````````````````,[__________________X4````````````````````` M`+?__________________Z@``````````````````````*/_____________ M_____\L``````````````````````)#__________________^\6```````` M`````````````'W___________________\^`````````````````````&S_ M__________________]I`````````````````````%K_________________ M__^9`````````````````````$G____________________2%@`````````` M`````````#G_____________________6````````````````````"G_____ M________________H@```````````````````!G_____________________ M]58```````````````````3______________________[LO```````````` M``````#X______________________^K*0````````````````#/________ M________________R4<`````!Q,@+CY2:(3M________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____]-7)____________________________^M*PDG==0B@,``!*________ M________________Q7U%%P`````````````1V/___________________\10 M````````````````````G___________________H@P````````````````` M````:/__________________E```````````````````````-O__________ M________V@``````````````````````!^S__________________Q4````` M`````````````````,3__________________T@````````````````````` M`*+__________________W4``````````````````````(/_____________ M_____YT``````````````````````&G__________________\,````````` M`````````````%+__________________^(@````````````````````#R____________________ M7`````````````````````#?____________________GP`````````````` M``````#,____________________Z$H```````````````````"W________ M_____________Z`6``````````````````"<______________________]Z M`@````````````````!W________________________>@L````````````` M``5,_________________________Z)7:'2`C9RKO-#G________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_________________^WC___________________________2HWI8.BDC'!8. M!@``G_____________________^L4@X`````````````````:?__________ M________Y$,`````````````````````-/__________________>0`````` M`````````````````./_________________S0`````````````````````` M`++__________________Q,``````````````````````(7_____________ M_____T\``````````````````````%W__________________X,````````` M`````````````#K__________________[(``````````````````````!S_ M_________________]L#``````````````````````+_________________ M__\J``````````````````````#[__________________]/```````````` M``````````#G__________________]T``````````````````````#4____ M______________^;``````````````````````#`___________________$ M!P````````````````````"M___________________P,P`````````````` M``````":____________________9P````````````````````"&________ M____________HP````````````````````!R____________________XT0` M``````````````````!<_____________________Y$&```````````````` M``!!_____________________^M?```````````````````=____________ M___________*2P``````````````````________________________RU<` M``P8)#$_3F!TBZ?'___________________________7Y_+_____________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M___________________________________________________________K MU,W'PKZZM[.PK:FHI?___________________]U^4S\P(QD1"0(````````` M`-O_________________=@```````````````````````*?_____________ M____N@```````````````````````'7__________________P<````````` M`````````````$;__________________TX``````````````````````!K_ M_________________XP```````````````````````#]________________ M_\$```````````````````````#;__________________$9```````````` M``````````"^__________________]$``````````````````````"D____ M______________]K``````````````````````"-__________________^1 M``````````````````````!Y__________________^W```````````````` M``````!F___________________>(0````````````````````!3________ M____________2@`````````````````````_____________________=P`` M```````````````````K____________________K`H````````````````` M```6____________________YT4`````````````````````____________ M_________XH`````````````````````_____________________]9-```` M````````````````_?____________________^G+@`````````````````` MU?______________________F"H```````````88+45@X/______________ M_________ZAC=(&/G*N[S>+Z____________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_________________________________________________^(S@$E#0U]0 M4D]&24Q%`!(2________________________________________________ M_______________GR[>IG96.B82`?'AT<&QH99#_________________O&I( M+1D*`````````````````#'__________________P`````````````````` M``````/__________________T(```````````````````````#<________ M_________XX```````````````````````"R_________________\X````` M``````````````````"-__________________\I```````````````````` M``!K__________________]:``````````````````````!.____________ M______^&```````````````````````T__________________^N```````` M```````````````>___________________4%P`````````````````````* M___________________Z/0``````````````````````________________ M____90``````````````````````____________________C@`````````` M````````````____________________O!D`````````````````````[___ M________________\4X`````````````````````V/__________________ M_XL`````````````````````O____________________\Q#```````````` M````````H?____________________^1&0``````````````````>O______ M_______________R=`H````````````````17_______________________ MZ'03'RPX15-BFIJ>N____________ M_____[Z&;5M,0#0``````````````````````9O__________________ MH```````````````````````4?__________________QR,````````````` M````````//__________________[DL`````````````````````)_______ M_____________W0`````````````````````$/___________________Z,6 M`````````````````````/___________________]A,```````````````` M`````/____________________^(#P```````````````````/__________ M___________+4P```````````````````/______________________I3@` M``````````D=-$YKC/_______________________YDY0U%?;GV.H+7+Y?__ M___________________________K^?______________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M___________________KS+FLH9F1BX:!?'AT<&MH9F9H\?______________ M__]A13(C&`X&````````````````GO________________]^```````````` M````````````=?_________________#````````````````````````4O__ M_______________[-P``````````````````````,O__________________ M:@``````````````````````%O__________________E@`````````````` M`````````/__________________OQL``````````````````````/______ M____________YD(``````````````````````/___________________VD` M`````````````````````/___________________Y`"```````````````` M`````/___________________[DL`````````````````````/3_________ M_________^A<`````````````````````-G___________________^1&``` M`````````````````+S____________________*4P`````````````````` M`)W_____________________F"X`````````````$"E&9L3_____________ M________[G\=#!HH-T97:7Z5K\SN_________________________^>@JKG( MV.G\________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_____________________________________?7PZ^;BW]O8U-+1T-+7X/__ M_______________.GHI\<6EA6U913$A#/CHV,B\N,?_________________2 M)1$#`````````````````````/__________________0@`````````````` M`````````/__________________?0```````````````````````/______ M____________L`L``````````````````````/;_________________W3D` M`````````````````````-S__________________V(````````````````` M`````,7__________________XD``````````````````````*__________ M_________Z\B`````````````````````)G__________________]9(```` M`````````````````(+___________________]R```````````````````` M`&G___________________^A*````````````````````$[_____________ M_______37````````````````````#/_____________________EBX````` M`````````!4R4G?_____________________X'(3```!#Q\O0EAPBZC([/__ M_____________________\IO;GZ.GK##V.__________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________^>#2R,"ZM;"LJ*6BGYV;FYR@I_______ M____________@F162T,\-C`K)R(=&!,."00``-3_________________D@`` M`````````````````````*W_________________S!X````````````````` M`````(O_________________^U(``````````````````````&W_________ M_________X```````````````````````%'__________________ZD;```` M`````````````````#K__________________]!"```````````````````` M`"/___________________5H``````````````````````S_____________ M______^/%`````````````````````#___________________^X/@`````` M``````````````#____________________E;0,```````````````````#_ M____________________GS<``````````````!`O4'3_________________ M____W7(4``````87*D%:=92VVO_______________________[Q81%1D=8:: MK\CC_______________________________2S>'Q____________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_______________________________________________________\^_K[ M_?______________________[KFHG9:/BH:"?WMX=G1R```````,(3A2;X^SV?______ M_________________[M8*3E)6FR`E[#-[?__________________________ M__^SGK3%U^O_________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_______________________________________Z[^?AW-G6U-+0T-#1T]G@ MZ_?__________________[B*?G=Q;&AD85Y;65A75UE>97'_____________ M_____[\Q'Q80"@4```````````````#__________________^U6```````` M``````````````#H__________________^"!`````````````````````#, M__________________^K+P````````````````````"S________________ M___25P````````````````````";___________________W?!`````````` M``````````"%____________________HC<`````````````````!2N4____ M________________RV$"````````````#"Q0=I[1____________________ M]8TP```````-(SM7=IF^Y?_______________________\-C&"H[3%]TC:?& MY_____________________________^H?Y:HN]#G____________________ M_________________?__________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M___________________________________=SL6_O+FVM+.QLK*UN<#)U>/_ M__________________^7;&1>65513TQ*2$=&2$M066:A________________ M__^G)@X'`@````````````````!6___________________.4``````````` M```````````Z___________________T>0L````````````````````A____ M________________GS(````````````````````.____________________ MQ%@````````````````(,5J$____________________Z7\?```````````& M)TMQFL+I_____________________Z=)``````(7+TIHBJ[5_/__________ M_____________]-U'B8X2EYUCZO+[_____________________________^N M____ M__________________________^^=G^4J<'<^?______________________ M____________TMCS____________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_______________________________________________V\O#O[^_Q\_C] M____________________________^+"?FI>6EI:8FY^DK+;"T>'N________ M_____________HY02D=%1$1$149'2U%::(.I_____________________Z9! M`0``````````!S9CC[KA_____________________\9E"@``````!"=,/CY.;H[?'Y____ M__________________________VQE)*2E9F=HZFRO-#M________________ M__________^=4T=)35%68'.*K];\__________________________^R5@`: M-5!MBZ[2]______________________________-;SY?>YFWU_G_________ M_______________________NGX.FPN'_____________________________ M________X\[K________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____```````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````#_____ M____________________________________________________________ M____________________________________________________________ M_____________________________________________P```/_N``Y!9&]B M90!D@`````#_VP!#``$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$"`@("`@("`@("`@,#`P,#`P,#`P/_P``4"`%>!=<$`1$` M`A$``Q$`!!$`_\0`T@````8"`P$`````````````!P@&!00)`PH"`0`+$``" M`0,$`0,#`@,#`P(&"74!`@,$$042!B$'$R(`"#$403(C%0E10A9A)#,74G&! M&&*1)4.AL?`F-'(*&<'1-2?A4S:"\9*B1%1S148W1V,H5597&K+"TN+R9(-T MDX1EH[/#T^,I.&;S=2HY.DA)2EA96F=H:6IV=WAY>H6&AXB)BI25EI>8F9JD MI::GJ*FJM+6VM[BYNL3%QL?(R_P`>]_CWO\>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>^+.B#4[*BCZLS!0+_3DD#GWTS*HU,P4#ZEB`/\`;GCW M$KLA08NF>LR5=1XZDC*+)55U3#24R-(P2,//4/'$I=V`%SR3;W[WTDL4E_') M')IM?0ZM:][7TDVO;WTKH]]#H]K7TL&M?Z7L3:]O<;&9S"9KS_P?,8K+?;>/ M[G^&9"DK_M_-Y/#Y_M9I?%Y?$VG5;5I-OH??O?/WR]NGOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWM"=D?\>G7?\MZ'_P!RXO:6WE_Q8*G_`):TW_6]/=2' M\\+_`+=T=M?^'3U1_P"_'VY[][274/\`S$/_`)"?_DG[8.OO^7O_`-4'_P`> M^ZXO^$V'_T9[][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][0G9'_`!Z==_RWH?\`W+B]I;>7_%@J?^6M-_UO3W4A_/"_[=T=M?\` MAT]4?^_'VY[][274/_,0_P#D)_\`DG[8.OO^7O\`]4'_`,>^ZXO^$V'_`'.? M_P"6Z?\`S=O?O8T>Q(][1GOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWM"=D M?\>G7?\`+>A_]RXO:6WE_P`6"I_Y:TW_`%O3W4A_/"_[=T=M?^'3U1_[\?;G MOWM)=0_\Q#_Y"?\`Y)^V#K[_`)>__5!_\>^ZXO\`A-A_W.?_`.6Z?_-V]^]C M1[$CWM&>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>T)V1_QZ==_RWH?__>TEU#_P`Q#_Y"?_DG M[8.OO^7O_P!4'_Q[[KB_X38?]SG_`/ENG_S=O?O8T>Q(][1GOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWM"=D?\>G7?\MZ'_P!RXO:6WE_Q8*G_`):TW_6] M/=2'\\+_`+=T=M?^'3U1_P"_'VY[][274/\`S$/_`)"?_DG[8.OO^7O_`-4' M_P`>^ZXO^$V'_T9[][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M>_TY^H_VW!_VQ]^]\4=)`6C='4.Z%D8,`\3M%*A*D@/'(A5A]0P(/(]^]^]^ M]\O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO>"HJJ:CB:>KJ(*:%?U35$J0QKP3R\C*H-A_7WBFGAIT,L\L4$:_625UC0?4 M\LY"C@>TIO7?FQ^MMOU>[.P]X[6V)M>@_P"!NX]XY_%;9P5(2DD@6HRN9JZ* MAB=HXF(#2`D*;?3W[VC*[L;:U&65*N:N=?JM#3O("?Z++,8(&_V#$>TY4[PP M=,2%J)*IA]5IH68?ZP>3Q1-_L&M[J_[4_G;?R_>LIJRBQ_8^Y>ULE0AA-1=5 M[+RF7ADE4$B&CW!N9]I;3KRXM9X,A)#VL8"?#BJ^06.GRRT\) M)N;`A>BW^O[:7W]1"_CH*IQS;6\,=SS:^DRV_WGV3S/_\`"C7H2FDJ!M;X M\]O9B%8I#2OG\YLS;4DTXDE$4=1%CJW=:TT3Q!"SJ\I5F8!6"AF][C?Z7:?_ M`)TG_U+[P_Z0(O^=7)_YUK_`->/:)_Z"1-E_P#>)^Z/_1N8G_[`??O? MO]+M/_SHYO\`SO3_`.I??O\`2!%_SJY/_.M?^O'OW_02)LO_`+Q/W1_Z-S$_ M_8#[][]_I=I_^='-_P"=Z?\`U+[]_I`B_P"=7)_YUK_UX]^_Z"1-E_\`>)^Z M/_1N8G_[`??O?O\`2[3_`/.CF_\`.]/_`*E]^_T@1?\`.KD_\ZU_Z\>_?]!( MFR_^\3]T?^C"*8*3]BKJ_>\79G6G7?8\&.DQ$'8&Q=I M;WAQ,M2M9+C(MUX#'YZ/'2U:0TZ54E$E>(VD$:!RNH*+V'O57USD\9C9MS4G9&.PM-E6R6WL/N!9HL7-L M[)2T@A3+B(@SR7*%KB]A[VU?Z7:?_G1S?^=Z?_4ON!_I`B_YU M/9>?^@D39?\`WB?NC_T;F)_^P'W[W[_2[3_\Z.;_`,[T_P#J7W[_`$@1?\ZN M3_SK7_KQ[]_T$B;+_P"\3]T?^C^QVY37&K!S@7%R*Z,D#\D`TR@ MD#\7'OL=@0W%\9*!?DBJ0D#\V'@%S_L1[RP?\*0MB-/"M3\4]VPTS2QBHE@[ M6P]1/%`7`EDAIY-D4L<\J1W*HTL88BQ90;CWN7%VSB"?WL9DHUO]8C2RFW^L MTT(O?_'WG3?V/)_UJUE0UST;L;!:V" M2%?Z>J9!+3H/]=Q[=J;=V"J2%-4U,S&P6IB>,?[&1=<*_P"Q8>SB=5?SI?Y? M?:-32X^?MG)=8Y:ME2&"@[5VEF=M4P+LJZZKUE#/!4Q+-3S15$+BZ2PR)+$X^EUDC+*PO_`$/M1QRQ3(LD,D1B5BC2T.6Q-35 MT%7&'4@M'(PN+>_>\OOG[4'OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOA+)'#')-*ZQQ1( M\DDC&RI'&I9W8_A54$GWQ=TC1Y)&")&K.[,;!44%F8G\``7]M>(VSA,QN M3<&1I<1@=OXK(9O-Y:NE6"BQ>(Q5)-7Y+(UDS>F&EHJ.G>61CPJ*3[][0VS- MW#<_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>VS- M5,U'ALM64[!)Z7&5]3`Y56"S04LLL;%6!5@KJ#8@@^X62FDI\=7U$3:98**J MFB8@-IDB@D=&TL"ILRC@\>P)^4F]]R=9?&3Y%]D;.K8\;N_K[HCMW>^U4WTGZ@W!Y%RWX'.09JEUK:.JB`6II[\JQ'$B?D MPN?H?P>#_B7#^7E\_-@?.WJ9<_0+1[9[:VA!0X_M7KO[I'EQ62EA"Q;EV^DD MK5=9LO<$R.U)*X,E/*LE-*6>,22^]JKV^^[!??O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O87S]IXBGGF@;'9)F@EDA9E^UL3&Y0D7G!L2OM$2[Z MQ\4LD1HZPF*1XR1X+$HQ4D7EO8D>Z#MW?\*"_C3L_=>Y]I5W2W>=56[6W#FM MN5E32Q;!^UJ*K"9*IQE1/3>;>$/?O:FVQNRCW1]]]I3 M55/]C]MY/N?%Z_N?N-&CQ2/^G[/U>?RZ M=.AV^GA-[_U]GH^!_P#,7ZO^?G^E3_1OL??NS/\`1-_K3[VJO;[[L)]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]A'4=KP4]1/3G"3,8)I82PKD&KQ.R:K?:FU] M/L/YM^10S2Q?PR1O%(\>K[I1?0Q6]O`;7M[UP=Z_\*(-G;-WENW:$GQ:W-7R M;5W-GMMR5R=K8NG2M?!Y6KQ;5:4[;%F:!:EJ76$+L5#6N;7]^]X?]+M/_P`Z M.;_SO3_ZE]X_]($7_.KD_P#.M?\`KQ[3/_02)LO_`+Q/W1_Z-S$__8#[][]_ MI=I_^='-_P"=Z?\`U+[]_I`B_P"=7)_YUK_UX]^_Z"1-E_\`>)^Z/_1N8G_[ M`??O?).W*0GUX2H5?ZI61N;_`(])@C'^\^^2]@0$^K&S`?U6I1C_`+8Q(/\` M>?M'2:&)FH.S,%DJ@./T**:HVGBHRC'ZMY@1_0^_>W M*F[5P$I"U%+DJ4FUV\4$T8^E[F.?R?[9/*<@305L!_U6B*1!_L5EU_\ MF^QNV1_PH6^'N>EAI=Y=?=Y["ED1#)7-@-I[GPD#'0)4>HQ&[TS;Z68E2F.; M4BDG2UE/O:OQNZ=OY8JE#E*625_TP2,:>H8_D+!4+%*Y'^T@CVH:/.8FO*K2 MUT#R-PL3DPS$_P!%BF$W_`-NOLX?OWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWM"=D?\`'IUW_+>A_P#_P#U0?\`Q[[KB_X38?\`_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>PVW[NS*;;FQL>.6E*U<52\OW$+RF\3PA-&F6.PM(;_7VC-U9Z MNPTE$E&(")TF9_-&SF\;1A=-G2WZC[HX_F^?S$>_?@WN/HS%=+4?7U52]BX3 M?>0W`=[;=R6=E2?;=?M>FQXQ[T&X,(*:,QYB7R!A(6.FQ%C?WL/_`/2EN;_4 M8S_SEE_^J?:3_OQFO]31?]2'_P"OWNF[_H("^=?_`#J>A?\`T7^X_P#[//?O M9A(7,D,4C6U/%&[6^EV0$V_PN?8N1,7CC<_5D1C;Z7903;_;^]SW;60GRVW- MOY6J$8JLGA,5D*D1*4B$];005,PB1F&W<%4"OH:6MQT]1&*+*2E0LT9#Z3<@6/O8*?Z M4MS?ZC&?^H-W!_.J_F0]%]G[XZA[&VGT3A=Z]?[@K=O9VA?K_ M`'(T1GI65Z:OH9COM5K,3EZ&6*KHZA?VZFDGCE0E7!]^]S,#V=D)LI309I:) M*"=O#)-!"\34[O813,S3.OB5^'XX4D_BWN3BM[5Q.^(G\^KN31UHO@HII*@$M"$?WL]L%65E#*0R ML`RLI!5E(N"".""/?O?O?O??OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL, M-[[ZGP-5!CL4*:6L"^:M:=&E2%''[,(5)([2N#K-SPNG^O"(W-NB7%3Q4=`( M7J`/)4M*I=8U8?MQ@*R^M@=1_H+?U]T)?S6_YM6Z_B#V!M3I+X]TVR,]V53T M*[E[1KMW8VNSN,VOC0DD\``":Y)/NI MRD_G[_/6OJJ:AH/[MT#S+$I1(V;U",`L_JC4@$W-R#;CWMQ?'&?NZLZ4Z_P`G\C3M MF+N?,8.'-;XQ>T,5/B,#MW(95WKJ;:]/2U&4S,LE;MW'SQ4E;.*F6*>MBFDB M(B9`/>W+W,]C=[][][][][][][][][][][][][][][][][][][][][][][][ M][][9MP9>/!XBMR3Z2T$1%.C?26JD]%/'8_>P]ZQW%)6I78>MF,E2L MLV1II)#=Y4J)==8E^`62HD\G]3Y&_`]I'9.8>I6IQ]3(7G5Y*R%W/JD69]52 MO^NLSZ_ZG6?Z>Z9?Y"_S6R_9V+[5^-?:6Y*G-;[QV=W'W5LG,9>I\M?N'&;S MSK9#LS',[F.-ZO'[TR_\7"J&EG_C%4]A'3FWO8M^U_[V.??O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8=[^W3D]M?PG^'"E M/WOW_F^YB:7_`(#?9^/1IECT_P"?:_UOQ[2&Z\Y6X7[#[,0'[G[KR>:-G_S/ MVVC39TM_G3?W2G_.$_F`][?!;_9=_P#0I2;"JO\`2E_I;_O+_??;^1SOC_N1 M_HR_@W\,_A^>PGVNK^]U7YM?EUVCMITG5[V'7^E+_?\`00%\Z_\`G4]"_P#HO]Q_ M_9Y[][]_I2W-_J,9_P">_>_?Z4MS?ZC&?^_?]!`7SK_YU/0O_HO]Q_\`V>>_>_?Z4MS?ZC&?^.7JLA0TTJTGCJ*RF@DTPN&T33)&^DF4@ M-I;CV-?QK_G@_,[MGY&=`]5[IQ?2D>V>R^Z^J^O]QR8K8^>I,HF"WEOK!;N/R4AAD>*14DL2C`6/O8\>Q3][=OOWOWOWOWOWOWOWOWOWOW MOWOWOWO%,YCAED6VI(I'6_TNJ$B_^%Q[X2L4CDA?_1?[C_\`L\]^ M]^_TI;F_U&,_\Y9?_JGW[^_&:_U-%_U(?_K][]_T$!?.O_G4]"_^B_W'_P#9 MY[][]_I2W-_J,9_YRR__`%3[]_?C-?ZFB_ZD/_U^]^_Z"`OG7_SJ>A?_`$7^ MX_\`[//?O?O]*6YO]1C/_.67_P"J??O[\9K_`%-%_P!2'_Z_>_?]!`7SK_YU M/0O_`*+_`''_`/9Y[][]_I2W-_J,9_YRR_\`U3[]_?C-?ZFB_P"I#_\`7[W[ M_H("^=?_`#J>A?\`T7^X_P#[//?O?O\`2EN;_48S_P`Y9?\`ZI]^_OQFO]31 M?]2'_P"OWOW_`$$!?.O_`)U/0O\`Z+_>_>_?Z4MS?ZC&?\`G++_`/5/ MOW]^,U_J:+_J0_\`U^]^_P"@@+YU_P#.IZ%_]%_N/_[//?O?O]*6YO\`48S_ M`,Y9?_JGW[^_&:_U-%_U(?\`Z_>_?]!`7SK_`.=3T+_Z+_[=OY17\R'Y"?.#L;M[:O4P=4 MU?DG%./2JHA#->*/)Y?*RRIC*.>8@1TBI37J*FI.KU!;!#P3SPF/B9153XIIEJ:-7/$T]+,TA>('_4D&P)_!]A;LG^8;W;M7`9+M?> MN<^+GRR^.&TJW'4G:_8OQ#R&\&2W!5Y?:=(ZR>1J" M:GJ%HX9:G0X@D5O>Q!CDCFCCEB=9(I462.1"&5XW4,CJ1P593<'^GM6HZR(L MB,'1U5T=3=65@&5E(X(8&X]W-83-8GFNGJ* M/;%+331IOK<%!+BQ<4S!Y*/`82`4^#VWC2XN*7'TU-3*>0@) M]^]P/<3V$/OWN5!0UM3;[:CJJB_T\%/++?Z_3QHW]/>>.FJ9O\S3SRW_`..< M4DG_`$*I_I[7VUNJ>T=\B-MD];;^W@LQTPMM;9VXMP"5K2FT9Q..JPYM`_TO M^AOZ'W[W)_@N9_YU.3_\X*K_`*]>\W\-R/\`RH5O_G+/_P!>_:\_V5;Y/_\` M>.'?7_HG^PO_`+'??O?OX+F?^=3D_P#S@JO^O7OW\-R/_*A6_P#G+/\`]>_? MO]E6^3__`'CAWU_Z)_L+_P"QWW[W[^"YG_G4Y/\`\X*K_KU[]_#_?P MW(_\J%;_`..'?7_HG^PO_`+'??O9J\,C1X?%(ZLCI MC:%'1P59&6EB#*RD`JRD6(/(/L=L:K)CZ!64JRT5*K*P(96$"`JP-B"".1[^ MA?\`&3'U^)^-OQ\Q65H:S&93&=']3X_)8W(4TU%7X^OHMAX"FK*&NHZE(ZBD MK*2HC:.6*15>-U*L`01[]['_W$I_8';H_XO^2_Y:Q_]:(O>@)_-R_[>+_) M[_PZ=K?^^XV9[][2\,$U1(L-/#+/,]]$4,;RR/I4NVE$#,VE5)-AP![8XXI) MG$<4;RR-?3'&C.[6!8V506-E!/\`K>R`;8VKNC>V7QQMXX8G=K*I(][G?P7,_\ZG) M_P#G!5?]>O.'?7_HG^PO_L=]^]^_ M@N9_YU.3_P#."J_Z]>_?PW(_\J%;_P"W?$9W*8.H%1C:J2`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`Z:*BDJZP*P:(^_>P7VOF6P6;HLA<^%9/ M#5J+^JDGLDW`Y8Q@ZU'^J4>PWP>1.+R=-5W/C#^.H'/JIY/3)P.24'J`_P!4 MH]ZN7P'^3E;\1OE3U;W'YI5VO1Y<;:[&HX_,RY#KK=!CQ>Z0T$"M)5U&'IY$ MR=)$.'KJ""_%_?O9KE97571@R.H964W#*PNK`C@@@^QY5@P#*0RL`RD&X((N M""/J"/?T2*&NH\G14>2QU53UV/R%+3UU!6TDJ3TM91U<*5%+54T\9:.:GJ() M%='4E64@CCW[WR]]^Y7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWMEW)_Q[N?\`^U+E/_<&?VVYG_BSY7_M6UW_`+BR^RN? M.+_LBKY@?^*N?(#_`-]/NWW[V5O$Y6LPM=!D*&3QSPD\&YCEC;B2&9+C7%(O M!'U'U%B`0!M!7U.-JHJNE?1+&?H>4D0\/'(MQJ1Q]?\`;BQ`/OY^_P`=_D)V M?\7>VMK=S=1YO^#;MVQ4.##4(]1AMP8>K`BRVV=R8Y985R>`S-,-$T6I)$8) M-"\51%#+'[V9_;FX:+<>/2LI3HE32E92L;R4LY6Y0_35&UB4;Z,/Z$$`;\/E MZ;,TBU,!TNMEJ("?7!+:Y4_ZI&^JM^1_0W`WZ/A+\T.L/F[TYC^S-@SC';@Q MHH\5V3L*KF63,[#W;)2^:?'5!TH:_"5YCDEQF011'6TRFXCJ(ZB"'WM_]NOL MX?OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWLGF2_P"+C7_]1M5_UOD]EXK/ M^!E7_P!1,_\`UM;W\SCO#_F=7;__`(E'L#_WK,M[][%OJ'_F(?\`R$__`"3] MK_K[_E[_`/5!_P#'OO8[_P"$V'_T9[][][][][] M[][][][][][][][][][][][][][][][][)YDO^+C7_\`4;5?];Y/9>*S_@95 M_P#43/\`];6]_,X[P_YG5V__`.)1[`_]ZS+>_>\5/2556S)24U15.JZF2GAD MF95N!J98U8A;FU_>.&">H8K!#+.RC45AC>1@MP+D(&(%S[3^R^NNP>R*^JQ7 M7>Q=Y;]RE#1G(5V-V7MC-[IKZ.@$T5,:ZJH\'0UU13T8J)TC\KJ$UNJWN0/? MOY'\-R/_*A6_\`G+/_`->_8D_[*M\G_P#O'#OK M_P!$_P!A?_8[[][Z;#Y=`6?%9)5'U9J&I4"YL+DQ`"Y/OHX[(*+M0UB@?4FF MF`'X^I2WN+6_&3Y)8VFEK:KK>I]^4M-%Y)$BC\L\^`CBC\DL MBJMR+LP`Y/OWMO='C8I(C(P^JNI5A_KA@"/<5E9"5965A]58$$?ZX-B/8.Y' M&9+#UDV.R^/KL5D*RR( M";7L;$7!MP?>XI\3/F-T?\SNNH^P>FMQ&JDHA20;NV7F!3T6]-B96K25HL9N M?$15%2L*U'V\OVU7!)/15BQN897*.$][>_;E[-/[][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][0G9'_'IUW_`"WH?_Q(][1GOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL$.W/^!.#_P"6%=_ULIO8 M9=@?Y_&?\LJG_H>'WJE?\*0_^/V^*'_AK=M?^[;87OWL'O8>>]9SW[V3L__P`-;;__`+J:3W[WG]Y? M:I]^]^]^]^]^]^]^]^]^]^]^]^]^]I'?G_'I9G_EC!_[F4WM/[I_XL&1_P"6 M<7_N3#[KA_FY_P#;N?Y/?^&OM3_WY&R_?O97?8'^]`7W[V8CJW_CVI/^UI5? M]::7V+VQO^+*_P#U'3_]:H/>ZO\`\)_?^R%,Q_XGOL#_`-YO87OWL2/:R]W@ M^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>PG[,VU]W2C/TD=ZFB0)7JHYFH MP?3.0/J]*3R?^.9)/"CV@MZX7[B`96G2\U,H6J51S)3`\2V'U:`GG_:#_1?> MNS_/?^"_^D?K^G^8'7&'\F]NK<7'B^W*&@@O4;BZTAE)HMU21PJ7J*_8%1.W MW,FDL_>P']A9[U#??O9ANN=S?Q7'G$U-G-WJ:$$)& M]_J7IB0C?FQ4\DGV+NSLU]_2?85#DU=&@T%C=IJ4$*C7^I:$D*W^&D\DGWNC M?R1_GC_LPO3S_';L?-O5]R='X6F3"UF1J/+D-\]3T\M/C<1E3*P$E3E-DSU$ M&+KF:[O3R44S/)++.4][$KVL_=Z7OWOWOWOWOWOWOWOWOWOWOWOWOWMDW#FX M-OXJIR,VEF1?'30DV-15/<0Q#D&UQJ:W(0$_CVV9?)Q8F@FK)+%E&B&,FWEG M8'QQC\VN+FWT4$^RJ?-+Y4;3^'/QYWQW9N;[6MK\32KB=C;9GJ!!+O#?N626 M';>WH0KI.].TZ-55S17D@QM-43`'QV/O94JNJGK:F>LJI#+45,KS32-]6DD8 MLQM]`+G@#@#@>P(GGEJ9I:B=S)--(TDCGZLS&YX^@']`.`/?SP^P]_[M[5WU MNWLG?F9J=P;RWQN#*;FW)F*LCRUV6R]5)5U4BQJ!%34R/)HAAC"Q00JL<:JB MJH][$KK3;?W]<UGLO#?=U1R=0E MZ>C<"`$<2U0L0P_JM..?^#$?T/N\_P#D5_!H]P]KS?*KL3#^;K;I;+QP=?4M M;"PI]T=NP)3UU)DH@;">@Z[IIHZPG@'*3TFEF\$Z>_>Q^]BO[W&/?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8"=HYTU60A MPD#W@QP$U3I-P]9,EU4VN#]O`UO\&=@?I["K?&4\]7'C(F_:H[23V/#5,B^D M'\?LQ-_MV(_'O3^_G^?+.7L'N;;'Q6VMD=>T>EXJ;<^^UIIU>GRG:&Y,6LM! M23B-Y(I/[F;1KU1#=7CJLK5Q2+JB'OWL/,/DY\-DZ/)4_P#G*299"M["6,W2 M:%C^%FB9E/\`@?:1Q];+CJVGK8?UP2!]-[!T/IDC)_U,D9*G_7]TM?&GOC=7 MQE[VZR[SV:SOF.O=S4F6FQXF:GBSV"F63'[FVS5RJ&:.BW+MVLJJ&5@"R).6 M6S*"/>S;TM3#6TU/5T[B2"IACGA-@;YVQV=L?:'8VR\G%F=H[YVWAMU[;RD/"5N&SU!! MDL?.R7+0RM35"B2-O7&X*L`P(]^]Y_>7VKO?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O8:=B;;RVX/X/_"Z=)_M/XAY]<\,.G[C['Q6 M\KIJU>%OI]+>T7N_#9#+?P[[&)9?M_N_+JECCT^7[;1;R,NJ_C/T^GNBK^=3 M\'OD9\S/]EJ_T`;1Q>Z?]''^F3^]G\2W7MO;'V']\/\`15_`?#_>')8_[[[K M^ZU;J\.OQ>,:[:UO[V&G^CC=O_*A#_YW4?\`U^]HO^YV?_Y5(_\`SJIO^OGN MBK_AC[^8Q_SZ3:__`*-?K?\`^R3W[W[_`$<;M_Y4(?\`SNH_^OWOW]SL_P#\ MJD?_`)U4W_7SW[_AC[^8Q_SZ3:__`*-?K?\`^R3W[W[_`$<;M_Y4(?\`SNH_ M^OWOW]SL_P#\JD?_`)U4W_7SW[_AC[^8Q_SZ3:__`*-?K?\`^R3W[VP9K;V5 MV^U.F4@2!JI9&A"30S:EB*!R3$[A;%Q]?;5DL178EHEKHEB,X=HPLL_*/,UVV8\;NG;NYUK*;`38ZGR M;RR;?R.02C,,N5@`$I4OJ.F]C;WMD]MGLJGOWM<)UUNMU5UH82KJ&4_>T8NK M`$&QFN.#[4Z[/SS*K+2QD,`P/W-/]"+C_=G]/=L>/_DF?S#\I04.2H^I]L24 MF1HZ:NI9&[4ZYC9Z:KA2H@_?\,??S&/^?2;7_\`1K];_P#V M2>_>W/"[!W/1YC$UE111)!2Y.@J9V%92,5A@JHI9&"K*68A%)L!<^YN-VIFZ M;(T%1+31K%!6TLTK"I@8K'%/&[D*)"20JG@<^QU^+G\G;YZ]8_)GXZ]D[PZO MVYC]H]>]Z]1[XW37P=F;`KYZ+;FT]_[?SV;JX:&BW!-65LM-C*"5UBB1Y9"N ME5+$#W[V8/V+?O?;%NFAJ-HT$E7D<#EZ&EC9UC5ZF MKQ]13P(9'*H@:60"Y(`_/OWLMW^CC=O_`"H0_P#G=1_]?O8-?W.S_P#RJ1_^ M=5-_U\]Z.7_#'W\QC_GTFU__`$:_6_\`]DGOWOW^CC=O_*A#_P"=U'_U^]^_ MN=G_`/E4C_\`.JF_Z^>_?\,??S&/^?2;7_\`1K];_P#V2>_>_?Z.-V_\J$/_ M`)W4?_7[W[^YV?\`^52/_P`ZJ;_KY[]_PQ]_,8_Y])M?_P!&OUO_`/9)[][X MOUUNM%9VH80J*68_>T9LJ@DFPFN>![Z;9^>569J6,!06)^YI_H!<_P"[/Z>X MF0_DF?S#\705V2K.I]L1TF.HZFNJI%[4ZYD9*:DA>HG<1IN-G_>WO"[>RNX&J$Q<"3M2K&TP>:&'2LI<(0970-1EOU,9NFKV'1X:NW M-'DMT[=VPM'39^;(T^,>*3<&1QZ5AFEQ4X(B+%-(U6N+^]O_`/HXW;_RH0_^ M=U'_`-?O;K_<[/\`_*I'_P"=5-_U\]G#_P"&/OYC'_/I-K_^C7ZW_P#LD]^] M^_T<;M_Y4(?_`#NH_P#K][]_<[/_`/*I'_YU4W_7SW[_`(8^_F,?\^DVO_Z- M?K?_`.R3W[W[_1QNW_E0A_\`.ZC_`.OWOW]SL_\`\JD?_G53?]?/?O\`AC[^ M8Q_SZ3:__HU^M_\`[)/?O8A=?;7S.`K,A-E*=((ZBFBCB*5$$VIUE+$$1.Y7 MT_U]J[:6#R.*J*N2NA6))8$1"LL4EV6341:-V(X]W-?R9O@%\G?AWV;W/N7O MK9F(VOB-X[$P.#P$^.WCM;PA[]["*$Z,'DZ1V`KZ??5,U8K#U^2HS-))#4.H(+QSQ`%6N`P4V/'L/ MXSIQ=;3L0*N+=$)J0W+:Y];_`&K,V+^)_>_7.5K: M:G[BV;_-KV+6=FTE?%Y;Q5D#23S254E1-/XV M#-J1K)<\`2XIO%59^3-/!'5ICS'X8H?#3U&.7R:*F)GDD>=YI)=!!-U:R\\6 M%_9V\X]E=N_S%-T_.C<&P]O=Q8CX[2[??8NT-C?W$ZT['^,>-.Z&P?9>T*_, M;KW-F^PLQO39FB2#WM6[4BFAVWA8JA665,P,`T&G MQD`J0/>U![=O9S/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO8-]C;P>(R;>QDNERH&3J(V(90P#"BC92+%E/[O^!T_ZH>PZWAN%HR^(HGLQ M4"NF0D,H8`BF1@18E3Z_\#I_J/>L9_.V_F5Y/;M1F?AAT3GWH-0G^652'Z-&CC3!$XY#L#<6(4@W]K+![0JT]OY"G_`'*;*5\-2U3&4DIZ.:GE6H'O8RXS M:6WL2J_:8RF,JV_RFI05526%KL)9]9C)(O9-*_T'L1J+`8B@`\%%"7%OWIE$ M\Q-N6\DNHH3_`$6P_P`/>SST/_+F^&/QSHZ%.N^AMDU&=HEB)WMO?&P[]WM/ M5HD2RUR;AW4N3J,1+4O$'>+'+14BN3XX4''OWM1@6X'`'``_'MX]G91$B1(H MD2..-%2.-%"(B(`J(B*`JHJBP`X`]^]^]^]\O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O9 M7-]?\?9F?^6\/_N)3^P.W1_Q?\E_RUC_`.M$7O0$_FY?]O%_D]_X=.UO_?<; M,]^]Y^O/^/PQ'_D0_P#=76^\NT?^/AQ__57_`.X-3[5/\EW_`+>6_&S_`,K% M_P"^"[3]^]F<]C9[WTO?O?O?O?O?O?O?O?O?O::S&T<#FXW6JH88IV'HK*5$ M@JD;\'R(H$H'^I<,O^'MER.W\5DD83TL:2D>FH@58IU/X.M1:0#^C!A[(O\` M)C^7#\1?E/A,E2;]ZEVW@=VU5/(M!V;L'&8[:&_\75FYAJI,QBJ2*'<,4+,U MJ7*PUU+9V(C5R''O9;<_A:C`92HQM20YB*O#,JE5J()!JBF4&]KC@BYTL"+F MWL&LKC9L37344QU&,AHY`"%EB?E)`#>UQP1C= M\3Q92HP+TN2VYN>DII:/'[PV?F(VJ>#R2> M+6WOEJ&6.74/[7B)$@_VI![D8#(-C["I\C-1;6S&Y,D`UN.A)-@??O9K/8[^_H:>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>^F954LQ"JH+,S$!54"Y))X``]^]E8WEFOX[GZRJ1M5+`?LZ+^GVU.S`.O\` MA/*S2?ULUOQ[`S<>2_BF5J)U;5!$?MZ;^GAB)&H?X2R%G_Y"]_/J_F<_*8_+ M;Y?]C[]Q5>:W8&U9UZTZN*LK4[[)VA5UL,>7IBI]4&Z\]55V70L!(L=V+W7[[][,?UQF_XI@EHYGU56)9:5KF[-2L":-S_0*BF,?\L_\`'V,> MSLG]]BQ3R-JGQY$#7-V,!!-.W^L%!3_D#WN__P`D'Y5'O[XD476NX\H:WL/X MY5-%L#(BIJ%EKJ[K^JAJ*GK3+.E@4IJ/%4L^$0 M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>V7_>WK`YVMV]D(Z^C:]O144[,1%50$^J*4#_;J>2K6/MRQ64J M<15I54S7MZ98B2(YXC^J-P/]N#_9//LT7Q#^6O:7PS[DP?;O6-:9?MRN/W?L M^LJZF#;V_MJS2*V0VYGHH"PLX'EI*G0\E#6)'.BL4*-[V:#"YJBSU!#D*&0, MC@"6(D>6FF`!>"91^ET)_P!9A8BX(/L;\;DJ;*TD=72O=6`#H2-<,H`+Q2#\ M.M_]8CD<$>]^OXL_*'JOY=]/[=[AZHR\=9C,K#%3;@P%1-$<_L?=$=-!+EMH M[FI(S>ERV+DF%G`\-7`T=1`TD$L;M[V[>Y_LQ?OWOWOWOWOWOWOWOWOWOWOW MOWOWLGF2_P"+C7_]1M5_UOD]EXK/^!E7_P!1,_\`UM;W\SCO#_F=7;__`(E' ML#_WK,M[][%OJ'_F(?\`R$__`"3]K_K[_E[_`/5!_P#'OO8[_P"$V'_T9[][][][][][][][][][][][][][][][][][][][][] M[)YDO^+C7_\`4;5?];Y/9>*S_@95_P#43/\`];6]_,X[P_YG5V__`.)1[`_] MZS+>_>Q'ZF_XO61_[59_]RZ;VL=A?\7*L_Z@3_[D0^[P/^$Z7_94/=__`(@2 M;_WX>RO?O8^>Q6][@_OWOWOWOWOWN-4T=)6QF*LI:>JC/!CJ88YTY_VF16'O M#-3T]2NBH@AG3_431I*O_)+JP]HG?/6O779^(DP'9.PMF=@X.5723#[VVQA- MTXQED4JX-#G**NIO4IY]-_?O8?9OK/#5ZO+BR<556)"KJEHI&MP'A9B\()XO M&0!_J3[263V5CJI6>A)H)^2`MY*9S_1HV):._P#52`/Z'W3)\K/Y$'QC[>H< MEGN@9JGX\]@M'/44U#0-79_J_,5GCU1T^2VQ7U4V0VY'/(BH)L34104RLS_9 M5#67W[V!N7P^0P=8]%D8##*O*,/5%/'>PE@D`M)&W^W!X(!N/889#'5>,J&I MJR(QR#E3]8Y4_#Q/]'0_[.&=)(E][Y87,UV"KXJ^AD* M2(=,D9)\51"2"\$R_P!I'M_KJ;$6(!]]XW(U.+JHZNE1R![F_%WY/]K?$;MW`=P=2YJ3'Y?&2)2YS"5$DC8#>FV9IX9W]I#_`+<6/T/OZ!7Q8^2G M7_RUZ0V9WAUQ.5Q&YZ1HLM@ZB>*?*[/W30%8-P;2S8B":J/_`'X^W/?O:2ZA_P"8A_\`(3_\D_;!U]_R]_\`J@_^/?=<7_";#_N<_P#\ MMT_^;M[][&CV)'O:,]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]@AVY_P`"<'_RPKO^ME-[#+L#_/XS_EE4_P#0\/O5*_X4A_\`'[?% M#_PUNVO_`';;"]^]@][#SWK.>_>SDTO_``&I_P#EA%_UK7V8N#_,0_\`+*/_ M`*$'OZ=^QO\`CR=G_P#AK;?_`/=32>_>\_O+[5/OWOWOWOWOWOWOWOWOWOWO MWOWOWM([\_X]+,_\L8/_`',IO:?W3_Q8,C_RSB_]R8?=S$=6_\>U)_VM*K_K32^Q>V-_Q97_ZCI_\`K5![ MW5_^$_O_`&0IF/\`Q/?8'_O-["]^]B1[67N\'W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[WQ=$D1HY%5T=61T8!E=&!5E8'@JP-B/?3*KJRL`RL"K*P!#*1 M8@@\$$'W"R6.Q^8QU?B,M14N2Q64HJK'9+'5T$5515^/KH)*:LHJREF5X:FE MJJ>5HY(W!5T8@@@^_>RO;RVXVW6D<\^@GU1$_EH6-OZD6/Y]Z!G\SKX3U_PG^2&8VQB M*6J?J'L#[W>73V6FU2*-OS5*_P`4VA45#/*9V/%9.IP^0I*8E2'"L/>S78G)TV8Q]+D:1KPU,8<*2-<3CTR M0R6X$D4@*G_$<<>QYH*V'(TD%93F\$AR4=+,\39#!96)GI,[MG,+"S1Q9C;F8@FHZD*3&TD M):-FC9&;WMQ]S/8U>_>_>_>_>_>_>_>^F954LQ"JH+,S$!54"Y))X``]^]EJ MW]N7^.Y4T]-)JQN.9X:?2?1437M/5<$A@Q72A_U`N+:C[!C=>:_BE>8H7O14 M9:.&Q],LGTEGXX(8BRG_`%(O^3[T7?YP?SG;Y1*;=O8!$,TM-6TU=5TOV>)F!9?X9`LR"-JN93[VE<3C*G,9&EQ MM*+S54H358E8HQZI9GM_8AC!8_X#^OMBH**;(UD%'`+R3N%O:X1/J\C?[3&@ M)/\`K>Z]OCGT-O?Y-=U=?](=>TQFW'OS.T^,^]>%YJ+`8>(-5Y_=&56-D88G M;>%@GK*BQ#O'"42\C(I][-AB\=38F@I<=2+I@I8EC6_ZG;ZR2O\`UDED)9O\ M3['JAHX1O]KDV_*5\>,H*FMDL?#&?&A/\`G)F],4?] M?5(1?^@N?Q[+G\M/D3MSXI_'GL_O7<@IZA-D[>GEP&'GE,?]Y-XY)TQ>T-N) MH83Z,ON&KIXIWC#-3TIEF(TQ,1[V4NHJ)JNHGJJAS)/42R3S2-]7EE&Z=^[PRE1F]V;TW M#F=U;ES%40:C)YW/Y"HRF5KI=("J]36U3O90%6]@``![][P^\?M,^_>QUZMS MWGI*C`U#WEH]531:CRU+(_[\0_Y83OJ'^$G]![%'8V4\L$N*E;UT]YZ:YY,# MM^[&/^6O\` M-Y)?[T8&GUF[?W5W5D%JD%RS09]BW[7_`+V._?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O8(=N?\"<'_P`L*[_K93>PR[`_S^,_Y95/_0\/O5*_X4A_\?M\4/\` MPUNVO_=ML+W[V#WL//>LY[][.32_\!J?_EA%_P!:U]F+@_S$/_+*/_H0>_IW M[&_X\G9__AK;?_\`=32>_>\_O+[5/OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO!5?\!JC_ M`)82_P#6MO>*?_,3?\LI/^A#[2V^?^/)WA_X:VX/_=35^_>R;>RZ>_F(>_>Q MAZC_`.!.<_Y84/\`ULJ?8A]?_P"?R?\`RRIO^AYO>S'_`,)O/^/V^5__`(:W M4O\`[MM^^_>QO]B;[VM??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O:=R6W( M*VK&2I:NLQ.4$8B>MH'5341+PD=7!(KP5*)^-0N+#FP%FBMP\534"M@J*C'U MV@1M4TC`>9%_2E1$X:*=5_%Q?Z<\#V2OO+X3[2[4['I^\^O>Q^ROCGW[%B(- MOY#M/J'*4%'+O/`42JN.P?96T`8,SR))E,A M59-8G#I32K#3TFM?TO)3TZ(LI6W&JX_J#?V@*7X!UF_MR[>W#\MODGVO\K\= MM/+TF?P/6FZ,/L;KCIIL[CBCXO,;EZVZWP6&QF[ZW%R1*\*5\LM&Q+B6"59' M4^]JSV_>[$_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O;+N M+++A,-7Y(V\D$)%.IY#U4MHZ=2+BZ^5@6_VD'VVYBO7&8VJK#;5%&1"#R&G? MT0J1^1Y&!/\`@#[*S\U?D70?%+XP]N]X5!IY,KM3;,]/LZAJ562+*;\STL>" MV70S0&2-YZ)MPY""2K"$NE%%,X!T>_>RFRRR3RRSS.TDTTCRRR.;M))(Q=W8 M_EF8DG_'V`DDCRR/+(Q>21VDD=C=G=R69B?R68W]_.EW#N#-[MW!G-U;ER=9 MF]Q[FS&3W!G\SD)6GK\OF\S6SY'*Y.NG;U35E?75,DLKGEGUH\S M6/DZZ,/CL?(H2)Q=*JLL'6-P>&B@4AG!X)*@W!/M8;0P:9&I:MJD#T=(X"QL M+K/46#!&'T:.)2&8?FX'TO[NR_DJ?`#$?)WL[*=[=LX2++=+],Y>BIL=@,C3 MK/BNP.S1%3Y2BPV1@E5H*_;VU*"6&NR-,]TJ9*BDAD62"2H3W[V8?V+OO=-5 M550J@*J@*JJ`%50+``#@`#W[W[W[WW[][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][*YOK_C[,S_RWA_]Q*?V!VZ/^+_DO^6L?_6B+WH"?S_\ M.G:W_ON-F>_>\_7G_'X8C_R(?^ZNM]Y=H_\`'PX__JK_`/<&I]JG^2[_`-O+ M?C9_Y6+_`-\%VG[][,Y[&SWOI>_>_>_>_>_>_>_>_>_>_>_>_>_>P0[<@1:K M"50`US05L#'\E*:2FD0$_P!`:IK>PR[`B43XR?C5)%4Q$_G3"\+K_L`9S[U1 M?^%(6T,?1;\^*F_8XHAE=R[1[5VA6S!3YY,?LC,[)S.,BD;Z&*&I[!JR@^H+ MM_4>_>P>]AY[UH??O9QZ*1IJ.DE;]4M-!(W-_4\2,>?SR?9BJ9S)3P2-^IX8 MG;_79%8_[R??TWNK\U5[EZTZ[W'7DM79_8NTLU6EI&E8U>5P&/KJ@M*_KD)F MG-V/)^I]^]R?>;VNO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O:)W]F_P"#;?J%B?35Y&]#36^JK(I^YE'Y'C@N`?P[+[36 MZ\G_``[$RA&M45EZ6&WU4.#YI/\`#1%<`_AB/=5_\X/Y4_[+'\.=X4N"R'V? M9'=?W'4^Q_'S4T5+G*.7^_&X8[,DD'\&VA]S'!4(=4&2JZ1O?O99?8*>]#?W M[V\9?"5N&^Q^\33]_0PUT7!&E9KWA>_TFBXU#ZBX]N%?C:G&_:_<+I^[I8ZJ M/@BRR7O&U_I)'_:'XO[,K\C_`(K=H_%Y^I(^R\<:)NX>I=K]M8"T$\/V5%N- M)FJ-M9-9@'I]R[<=(TKZ9@KP--'<692?>WC8^;_@F?I9)'TT=8115ES95CF8 M".9K\`03A6)^NC4/S[<=L9/^&96!W;33U'^35%_H$D(T2'\#Q2@$G_4W_K[, MM_*?^51^*GS$V%F(EX9"JU5/?TS1@GZ?A94N2K?@_X$@G9^!_SC[*^#/<-+OO:4E1FMB[ M@EQV-[6ZYDJ?%C=[[:I9YF1HC('BQ^Z<&M9/+BJ\+JIY9'C*5;G1+&W##\'V-U%6T^0IHJNE<20RK<'Z,I^C M(Z\Z70\$?U][[_1?>/6WR.ZMVGW#U/GXMP[+W?0+5T4]DBK\=5QGQ9+!9RA6 M25L9G\+6*]/5T[,WCE0Z6="KM[W/]RO8N>_>_>_>_>_>_>_>_>_>R>9+_BXU M_P#U&U7_`%OD]EXK/^!E7_U$S_\`6UO?S..\/^9U=O\`_B4>P/\`WK,M[][% MOJ'_`)B'_P`A/_R3]K_K[_E[_P#5!_\`'OO8[_X38?\`_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>R>9+_`(N- M?_U&U7_6^3V7BL_X&5?_`%$S_P#6UO?S..\/^9U=O_\`B4>P/_>LRWOWL1^I MO^+UD?\`M5G_`-RZ;VL=A?\`%RK/^H$_^Y$/N\#_`(3I?]E0]W_^($F_]^'L MKW[V/GL5O>X/[][][][][][][][][][][][][][3VYMO4NX\9)1S`)4(&DHJ MFWJIZG3Z3Q]8I/TNOY7_`!`(:,UB(,Q1/32`+*H+TTWYAFMZ3_C&WT8?D?X@ M$$O^=GPRV%\W.B\YUENB"FQ^\,9#6YOJK>YC8UFR][K2,E%5,T=I*G;^7*+3 M92D-UJ*5M2Z:B*GFB][*M44\U)43TM0ACGIY9()HV^J2Q.4=3_BK*?8%3120 M2R02J4EAD>*1#]5=&*LI_P!8CW\]W>FSMQ]>;PW3L+>&+J,)NS9>X$J8U+(1?@>5`5/\` M4Z?Z>[O_`.0K\K*WJKY(9'XZ;ARA38/R`HYFPE-5U)2CQ':FV<=4U^&K*42L M:>GDW5@::IQDRH%DK*I,>I8^%%/O9@_8M^]S/W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[VA.R/^/3KO^6]#_[EQ>TMO+_BP5/_`"UI MO^MZ>ZD/YX7_`&[H[:_\.GJC_P!^/MSW[VDNH?\`F(?_`"$__)/VP=??\O?_ M`*H/_CWW7%_PFP_[G/\`_+=/_F[>_>QH]B1[VC/?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O8(=N?\``G!_\L*[_K93>PR[`_S^,_Y9 M5/\`T/#[U2O^%(?_`!^WQ0_\-;MK_P!VVPO?O8/>P\]ZSGOWLY-+_P`!J?\` MY81?]:U]F+@_S$/_`"RC_P"A![^G?L;_`(\G9_\`X:VW_P#W4TGOWO/[R^U3 M[][][][][][][][][][][][][][2._/^/2S/_+&#_P!S*;VG]T_\6#(_\LXO M__\-?:G_OR-E^_>RN^P/]Z`OOWLQ'5O_'M2?]K2J_ZT MTOL7MC?\65_^HZ?_`*U0>]U?_A/[_P!D*9C_`,3WV!_[S>PO?O8D>UE[O!]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]IG=NWX]QXB:D`5:N*]1 M02GC14HILC'BT0RL""/Z^ MP,='C=XY%*21LR.C"S*Z$JRL#]"I%C[^?;GL%F-KYS,[9W%C:S#;@V[ELC@L M[A\A"U/7XK,8BLFQ^3QM=3N`\%90UM.\4J'E74@_3W[V(_7.YOX3D#BJN330 M9.11&S&R4U<1IC?^@2H`"-_0Z3P`?:QV=FOL*O["H>U)6N`C,;+#5$:4;^@2 M8`*W^.D\`'W=S_)(^=R_'CN5_CUV-F!2].]YYBD@Q%=D*D18[8G:LD24&%RS M/(?%2XG>D4<.*KF("I4+13N\<,,[-[V8;V+OO=*]^]^]^]^]^]AQV+N7^$8W M^&4LFG(9.-E+*;/3T5RDLMP;J\QNB'_@Q!NOM';PS7\/HOLH'M5UJLI(/JAI MN5DDN.5:0^E?]B1R/=(O\[+YSM\;NC4Z+Z_S!I.Y>^L3D*&:IH:@Q9'975;- M-C=Q[C22&9*FAR>YYQ)BL9(%'I%=-&Z2TB7][+M["#WI0^_>S!];;:_AF/.8 MJX[5V3C7P!A9J>@)#H.1<-5,`Y_VD)]#?V+>S<-]E2'(3I:IK4'C##U14MPR MC_!IR`Q_VD+_`(^]S;^1Q\&3T1TW/\E.P\-]MVOWIB*;^ZU+70/'D-G=0/-# MD,73^.6*-Z:OW_5P0Y2I%W!H8<>/VY!.A][$WVM?=\7OWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL">TL[]Q608*![Q46FI MK+'AJN1/V8S_`,L('O\`Z\G]1["W?.4\U1%BXFO'36FJ+'@U#K^VA_Y91-?_ M`%W_`,/>I!_PH$^7"[R['V?\1MHY(2X#JXTN^^SC32AHJOL+-XMUVQ@YRIL3 MM7:>2>I<`E6FS&E@)*?CWL*Z>GFJZB"EIT,D]1+'!#&OU>65PB*/\69A[0L, M4D\L<$2EY9I$BC0?5G=@JJ/]&UMA;/Q=1F]V;TW#AMJ[:P M]*`:C)YW/Y"GQ>*H8M1"J]36U2)=B%6]R0`3[][4^[]L/MFMI8`[305-'%+' M,18-41HL=8@X'"S>H#ZA'4'GGV][@PC82I@BU&2*>GC=92.#*BJE2HX'TD]0 M'X5@/9\?YDGP.R?P/[3V)M*++5FY]G[[ZVV[GL1NF>!HX:S>&&Q]#ANSL7`_ M@IT\=+NE?XA3PV+TV,RM''(SR*TC>]M&"RTN$RU%DXKL::8&6,&WEIW!CJ(N M>+R0L0"?H;'\>X&+KY,97TU;'<^&0%T'^[(F&F6/^EWC)`_H;'V7/XF?(?<7 MQ5^0_5W>VW%FJ9-C[CAGSF(AD6,[BVADHI<3O#;I,C"`29C;E=4PPR2!E@J3 M',!JC7W[V;2GJ(:NG@JJ=Q)!411SPR+]'BE0.C#_`(,K#V/D,L<\4<\3!XIH MTEC\=N=A[/VMOW9^4I\WM/>FWL-NK;68I233Y/!9_' MT^4Q5=%J`94J:*J1[,`RWL0""/?O>;WD]J;W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V"';G_`G!_\ ML*[_`*V4WL,NP/\`/XS_`)95/_0\/O5*_P"%(?\`Q^WQ0_\`#6[:_P#=ML+W M[V#WL//>LY[][.32_P#`:G_Y81?]:U]F+@_S$/\`RRC_`.A![^G?L;_CR=G_ M`/AK;?\`_=32>_>\_O+[5/OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO!5?\!JC_EA+_P!: MV]XI_P#,3?\`+*3_`*$/M+;Y_P"/)WA_X:VX/_=35^_>R;>RZ>_F(>_>QAZC M_P"!.<_Y84/_`%LJ?8A]?_Y_)_\`+*F_Z'F][,?_``F\_P"/V^5__AK=2_\` MNVW[[][&_P!B;[VM??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8 M0=M5Q2DQ.-5C:>>>LE`XXIT6*('GD,U0QM_5?8>[^JBL%!1*>)99:B0#^D*K M''?^H)E;_8CWK5_\*-.VZG&==_'?H^AJV2+=VZ]U]E;BIHG9&,&RL90[>VW' M5:77RTM75;RKY%1E9#+1JW#(OOWL#O88^]3OW[V:[:>-7%;>Q=(%TR&ECJ*C M^IJ*H>>;4?J2C2:1_@H]CQ@:-:#$4,`%G,"32_U,TX\LES^=+/;_`%A[^B%_ M+KZ.H?CU\,.@.O(:-:/+R["Q&\]X>FT\N]=^TZ;NW*M3*27J'QM?EC11,?I3 MTL:@*JA1[VHO;Q[.M[][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][*YOK_C[,S_RWA_\`<2G]@=NC_B_Y+_EK'_UHB]Z`G\W+_MXO\GO_``Z= MK?\`ON-F>_>\_7G_`!^&(_\`(A_[JZWWEVC_`,?#C_\`JK_]P:GVJ?Y+O_;R MWXV?^5B_]\%VG[][,Y[&SWOI>_>_>_>_>_>_>_>_>_>_>_>_>_>P#[6KXY\M M04$;:C04CO+8W"2UCJWC(OP_A@1CQ]&'L*=^522U]+2JVHTM.S2`&X62H93I M(OPWCC4_ZQ'O3W_X4/=P8C=WR+Z@Z@Q-='73]0==Y3+[B2"H\L>*W%V;DZ"K M.(J(1.RT^13;>U,95N/&C-!6PDLPL$]["Z*-YI(XHP6DE=(T4?5G=@J@?XEC M[0Z(TCI&@NSLJ*/ZLQ"@?[$GW0'@\-D=QYK#[>Q%.]7EL]E,?AL721@EZK(Y M2KAH:*G0*&8O-4SJHL";GW[V:6 M::QCIA^MW;^K$\^_>\OO)[4'OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWLM78>;_B^?E@B?528H-10V/I:96O62@GH;TT=CPT@/\`E$@_%S(--Q]0@/O1;_G1?*D?([YA M[@VKM_)?>]<_'Z*LZNVQX9G>BKMS4M4LO9.?BC+/!Y:K<\'\-6:(F.IHL132 M@^KW[VW[+PG\=S])3R+JI*8_>UMQZ3!`RD1'_EO*RH?\"3^/<3;>,_BF5@B= M;P0_Y34W^ABB(LA_Y:R%5/\`@3_3V#?\KGXKGY9_,#KS9V7Q_P![UYLB7_2? MV>)$9J6?:>TZNCD@P518`.FZ]Q5-#C)$#I(*:IFD7_-'W[V,O8V%_BF!>KB3 M558EFJT(%V:F(`K$^A](C`D_Z=^Q&WCC?OL4TZ+>>@)J%M]3"0!4+]#QH`?_ M`)`][//\[CXM#O\`^(.4[!P.--7V!\=:FL[&Q+P1-)65>QY*>*G[*Q"Z8I6^ MVCPM-#EWM8EL.H!`9@?>RW^P;]Z.WOWLT&Q\W_&\!2R2/JJZ,"AJ[F[-)"H$ M4QOR3/`58GZ:M0_'L;]L9/\`B>)@=VO44W^35']2\8&B0_D^6*Q)^FJ_]/>_ M;_*>^50^57P[V%F,WD16]D]8QIU5V4))&>LJLOM>DIH\#N.I:1O-42;KVI)1 M5D\^E8VR#54:?YH^_>UA[4/NROW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[VR[D_P"/=S__`&IKKVH:H MW&AV9"89K`EJ>4@7X)4\C\@B+B,'!FMLHAM'5PU%4:6?Z:6++>.2P),+D<_D M?4?X[.?PP_E_[#^=O\J;`8>I^SV[W%LSL?MZLZE[`D\D<>-R5578Z2?;6YC3 MP5,U;LW/S4T2U*K')/22*M1`"RO%-[V$M=156.JYZ*LB:"IIW,N;VKU9OSI/ ML/=G5?9NWJS:V^ME9:;#;@PE:8W>FJH@DD4U/4P/+2U^.KJ65)Z6IA=X*FGD M26-F1U)][4NT=UU&V:VYU38VI=!6TP-R`./N8`2`*B-?]8..#^"'G;^>FPM3 MFJ$$D,J'TLIX_-BK*000;%2"#R/8U4]1#5P1U%/(LL,RAXY%^C*?]>Q! M!%B#R"+'GWO?=;=D;'[>V)M?LSK;<>.W;L;>>)@S6W-PXN1GI,A0SET-TE2. MHI*RDJ(W@J::9(ZBEJ8GAE1)4=1[W)]YO:W]^]^]^]^]^]D\R7_%QK_^HVJ_ MZWR>R\5G_`RK_P"HF?\`ZVM[^9QWA_S.KM__`,2CV!_[UF6]^]BWU#_S$/\` MY"?_`))^U_U]_P`O?_J@_P#CWWL=_P#";#_N<_\`\MT_^;M[][&CV)'O:,]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]D\R7_%QK_\`J-JO^M\G MLO%9_P`#*O\`ZB9_^MK>_F<=X?\`,ZNW_P#Q*/8'_O69;W[V(_4W_%ZR/_:K M/_N73>UCL+_BY5G_`%`G_P!R(?=X'_"=+_LJ'N__`,0)-_[\/97OWL?/8K>] MP?W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V7GM#&K1YZ*NC4*F3I5D>PL# M4TQ$$I`'',7C)_JQ)]A%OBB6GRL=2BV6N@#M;Z&>$^*0@?3F/03_`%)/O2X_ MG\=%T76_R]P':N%HHZ3%=];!HLWE3$JQ1R[ZV3,FU=PR10QHL2"?;RX2>5AZ MI:J>:1_4Q9O>P^HZJ2BJZ6LA-I:2HAJ8S>WKAD61?]A=?:2IYWIJB"HCXD@F MCF3_`(-$X=?]Y'NF3K3?F;ZL[%V'V9MN0Q;AZ]WEMK>V$<2&*V4VOF:/-4*L MZJY6-ZBB56X(*D@@CCW[V<.&5)XHIHS>.:-)4)_*2*'4\7_!]F'C=98TD3], MB*ZW_P!2ZAA_O!]_3(VWG\=NK;V!W1AY'EQ.Y,+B\_BY9%"/+CLQ0P9&BD=% M9U5WIJA20"0"?J??O>3WS]O7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWM"=D?\>G7?\MZ'_P!RXO:6WE_Q8*G_`):TW_6]/=2'\\+_`+=T=M?^ M'3U1_P"_'VY[][274/\`S$/_`)"?_DG[8.OO^7O_`-4'_P`>^ZXO^$V'_T9[][][][][][][][][][][][][][][][][][][][] M[][][][][][!#MS_`($X/_EA7?\`6RF]AEV!_G\9_P`LJG_H>'WJE?\`"D/_ M`(_;XH?^&MVU_P"[;87OWL'O8>>]9SW[V?WE]JGW[W[W[W[W[W[W[W[W M[W[W[W[W[VD=^?\`'I9G_EC!_P"YE-[3^Z?^+!D?^6<7_N3#[KA_FY_]NY_D M]_X:^U/_`'Y&R_?O97?8'^]`7W[V8CJW_CVI/^UI5?\`6FE]B]L;_BRO_P!1 MT_\`UJ@][J__``G]_P"R%,Q_XGOL#_WF]A>_>Q(]K+W>#[][][][][][][][ M][][][][][][][][][][][][][][][][][][`_L[;7AE7<5''^U.R0Y)5'$< M]@D%40.`LP`1SP-=C]6/L,=[87QR#+TZ>B4K'6JHX27A8I[#Z"7]+'_56_+> M]4#^?7\%_P"[6X*3YJ];8?1@=U56-VWWI04$&F#$[J=8,9M7?[Q0J8X*7=,: M1XW(2$1H,E'2R'R3UTC>_>P?]A[[UIU9E8,I*LI#*RDAE8&X((Y!!]^]F3V# MN;^.XL4U3)?)XY4BGU$EZB"VF&KYY9F`TR?7UBYMJ`]C-M3-?Q2A$,[WK:-5 MCE)-VFB^D4_/)8@6?_:A?\CWO-_R>OG:/EQT#%L;?F72I[UZ2HL9MW=SU52\ MF1WIM)85I-J]AL9RTM56U<4!HLLX>5OXC`:B3QK6PQCWM8Y&OIL715.0JW\= M/2Q-+(WY-K!40<:I)'(51^6('M0U=5#0TTU74-HA@0NY_)MPJJ/R[L0`/R3[ MLN[G[=V1T)U7OKN+L?)C$;+Z^V_5[@S=4-#5$R0Z(:+%XZ&22):K,9O)3PT5 M%!J4U%741Q@W8>_>RH9K+5.E+W6*->(XE^GI11;_$\GD^_G:_*/Y%[W^5O>F_N\M^RE M,MO++-)C<-'.\]!M7;-"@HMM[4Q198U%#@\3#'$7"(U3/Y*B0&::1F][?]C[ M;.X,LIG0G&T.B>M)!TRFY\-+?Z7G93J_VA6_-O;MMC#?Q;(#RJ31TNF6I)'I M?G]N"_\`64@W_P!I!]G(_E._!Z3YE_(VAEW;BY:CI#J1\=N_M&:6&0T.>D^X MD;;'7OF"^,R[MKJ-S4I=6_A5+5E663QW][,V``````!8`<``?0`?@#V-@%N! MP!P`/Q[WS(HHH(HH((HX8(8TBAAB18XHHHU"1Q11H`D<<:`!5```%A[][[]^ M]Y/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O;;F,G!A ML969*H_S=)"T@6]C+(;)#"I_#32LJC_$^X>0K8L=15%;-^B",OIO8NY],<8/ M^JDD(4?Z_L#?DMWQM7XR]$]F]Y[R9'P_7NV:O+0X\S+3RY[.S-'C]L[9I)6# M+'6[EW%64M#$Q!5'G#-95)'O92:JIFK:FHJZAM<]3-)/*W/,DKEV(N20+GC^ M@]@!/-)4S2U$K:I9Y'ED;GEY&+-]2>+GW\XGL+?>Y>T=][Q[(WE7OE-V;[W- MF]V[BKV,EJG,9_(U&3KWC6625XJ<5%2PC341'&%4<`>_>Q0ZNP/W5=/G)TO! M07@I-0X>ME3]QQ^#]O`__)4@(Y'M<;'Q?GJIQ@_C65@UAXI? M[E[1R(72R^FJS%/+&P>G-O>Q(WQ@?X[@ITB356T5ZRBL+L[QJ?+`/R?N(;@# MZ:])/T]K+<^+_BF+E6-=5337J*:P]3,@.N(?D^6.X`_U5OZ>[P?YL/Q%_P!F MV^).[<7M[&??]J=6>?LWJ_P0^3(9#)X2BG_O!M"FT+YI_P"^.W#/300!EC?) MI1R/Q$/?O97_`&"'O08]^]CUU;G/NJ"?"3O>;'DS4ESZFHIG]:"_)^WG;_8" M0#Z#V*FQ\IYZ27&2M>2D)E@N>6II&]2C\GPRG_;.!^/>WW_PG_\`EBV_^G]W M?%?=F6$^Z.FII=U=>QU,I:KKNL-R9$G*8^#67DGCV;O"M.IF($=/F*:%%"0\ M>]BM[7GO8=]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]@AVY_P)P?\`RPKO^ME-[#+L#_/XS_EE4_\` M0\/O5*_X4A_\?M\4/_#6[:_]VVPO?O8/>P\]ZSGOWLY-+_P&I_\`EA%_UK7V M8N#_`#$/_+*/_H0>_IW[&_X\G9__`(:VW_\`W4TGOWO/[R^U3[][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][P57_``&J/^6$O_6MO>*?_,3?\LI/^A#[2V^?^/)WA_X:VX/_ M`'4U?OWLFWLNGOYB'OWL8>H_^!.<_P"6%#_ULJ?8A]?_`.?R?_+*F_Z'F][, M?_";S_C]OE?_`.&MU+_[MM^^_>QO]B;[VM??O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O8`=L2,<]01?V4Q$<@%S^J2LK5;CZ"XB'L)]^N3E:1/[ M*X]'`Y^KU-2&X^GTC'O3E_X449BLG^7/3^WW8ID\DI5:S.=F]GT M5]AI3Q>:H@AM?RS116O:_D=4M?\`'U]HN%/+ M-%'_`,=)$3ZV_6P7Z_CZ^Z*-DX([HWGM';(C,IW%N?`8(1+*L#2G+Y6DQXC$ M[$+"7^XMK/"WO[][.2``````!8`<``?0`?@#V8P"W`X`X`'X]_3MBBB@BB@@ MBCA@AC2*&&)%CBBBC4)'%%&@"1QQH`%4```6'OWOOW[WD]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]M>4S6+PL<4N4JTI(YW:.)G25];JNHJ!%'(19?Z^X M-=DJ'&I&]=4+3I*Q1"RR-J8"Y'[:.18>P"[]^470OQ=Q&`SW?78N-ZZQ&Z_>V7^_FTO^=S#_ M`-2*S_ZF]MO]Z?97O^'<_Y<__`'D]M?\`]!3LC_["_?O: MJAFCJ(8IX6#PSQI-$X!`>.10Z,`P!`96!Y%_;['(DL<VMQX7>&W-O[NVW7QY7;NZ<)BMQX#)Q1SQ19+"YN@@R>*KXHJF*" MIBCK*&JCD59$1U#690;CW[WD]\_;W[][][][][][][][][][][][][][][][ M][][][][][][*YOK_C[,S_RWA_\`<2G]@=NC_B_Y+_EK'_UHB]Z`G\W+_MXO M\GO_``Z=K?\`ON-F>_>\_7G_`!^&(_\`(A_[JZWWEVC_`,?#C_\`JK_]P:GV MJ?Y+O_;RWXV?^5B_]\%VG[][,)E,_B,*81E*P4GG#&$O#4.KZ"`X#Q12)J6X MN+WY]BW79;'XTQBNJ!3^4,8RTY[W]\P/CE\7*C;M M-WWV33=<-NV"NGVW/D]M[QR-!EEQDD,>0BI41J8C)`TJSHDJ.4 MTNI/O;3_`'\VE_SN8?\`J16?_4WN!_>G`?\`.QC_`.I53_UY]EV_X=S_`)<_ M_>3VU_\`T%.R/_L+]^]QYNP]I0@VR;3,/[$-'6L3P3PS4Z1_BWZOJ?>*3=^` MC!M6F0C^S'35)/TOPS0JG^\^T=N;^=+_`"X]N13>'OFIW+60B_\`#]L]9=IU MDLP-/).GAR%=LW&X)R[(L=ONP5D+!T,OE8$"KKPBK'_ M`+5'2QO)Y#_0LP`_*GZ>T]D=^)H:/%TSZR"!4504!/\`:D@1GUG^FI@/Z@^Z MU?DS_P`*'<$^#R>WOB=U5G1GJR"2FINR.W(\71T>%=XRC5V(V'ANKZ>*-T!EI9D)C]^]@W4U,]943553*\U142-+-*YNSR.;LQ^@%R?H.!^/ M8=332U$LD\SM)+*[222,;LSL;DG_`&/^P'O6)WOO;=?9&[]R[^WUG:_<^\=X M9JOW#N7<&4D$M=ELQDZAZJMJYRBQQ1^260Z8XU2*)`$15154>]KOKK;\F5S, M61EC/V&*D6=G(],M8OJIH$)X+(]I&_H%`-M0]JG:&)>NR*5;H?M:!UE9B.'J M%]4$2G\E6LY_H!S]1[MW_DH?#3-_(/Y-X+NG<&'G'4'QZS%%NRORE3`5H<]V M70JE?L;:V/FD1HJJLQ.2,&9K0H<04U+%'+H-7`6][,=[&+WN\>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>TWNS-#`X*LK5 M8"H9?MJ($VO5SAEC(_KXE#2$?D(?;-G\D,7BZFI!`F*^&F']:B4$(1_7Q@%S M_@OLCW\Q?Y10_$7XE=G=JTE7#3[TK:%=C=7PRN4>J[$W;!54>%G@4#]\[223R23[`DDDDDDDFY)Y))^I)_ MK[^>;///53S5-3-+45-1+)/45$\CRSSSRN9)9II9"TDLLLC%F9B2Q-S[][,1 MUIA/X=A#D)DM59=EF!(LRT4=UI5Y^GDU-)]UC^15\5ATG\5I.Y]QXW[;?OR/K:3=$+U$+QU>/Z MOPJU-)L&A"S+Z$S;U5;F1)$0E329"DU`F%3[][$5E5U9'4,CJ596%PRL+,I! MX((/M8,H8%6`96!5@1<$$6((/U!'N[&NH:/)T59COJNHN[9#KW=6CE?3298+2OHJ\!_(=_[=_;>_P#$I=E_ M^[*B]^]RMY[0AW)2>:G"19:E1OMIK!14(+G[2=N/0Q_0Q_0Q_H2#GW'M^/,P M>2(+'7P*?#)8`3*+G[>4_P"I)_2?[)/]"?8@?S/_`.6UM?YP=>'*FIH-Y8^%)JH==;OK#XRV+K:EF./JY&)Q57*SC]F6HCD][+94 M4\]+/+35,3P3P.T%(K#+T$"AJZG19(PU1#&DG MO9D(9HJB*.>"1)H9D62*6-@Z2(X#*Z,I(96!]C)'(DJ)+$ZR1R*'1T(975A= M65A<$$'WO$;;W)M_>.W\+NS:>:QFX]L[CQE%FL#GL+6P9'$YC$Y&!*JAR..K MJ5Y*>KI*NGD5T=&*LI]^]Y/?/V]^_>R>9+_BXU__`%&U7_6^3V7BL_X&5?\` MU$S_`/6UO?S..\/^9U=O_P#B4>P/_>LRWOWL6^H?^8A_\A/_`,D_:_Z^_P"7 MO_U0?_'OO8[_`.$V'_T9[][][][][][][][][][ M][][][][][][][][][][][][)YDO^+C7_P#4;5?];Y/9>*S_`(&5?_43/_UM M;W\SCO#_`)G5V_\`^)1[`_\`>LRWOWL1^IO^+UD?^U6?_X/[][][][][][][] M[][][][][][][][][][]["#MR-31X6;^TE35QC@?IEBA9N?K]81[#WL!`:?& MR?VEFJ$'^M(D;'_>8Q[UK/\`A1_A:2?K7XN;B<#[[%;Y[(PM.="DBDS^`VQ7 M5H$I]:`S;;@NHX:P)_2/?O8'>PQ]ZG7OWLVNV93-MW!R&]SB:`,3:Y9*6)&/ M''+*3['W"OY,1BWYN:"D!O\`EE@16/']2/?T;?@KG7W)\+/B=F)C*]14_'7I MV&KDF$:R3UU!L'!8ZNJ-,/[82IJZ1Y%``]+#@'@>]O?MS]FK]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]H3LC_`(].N_Y;T/\`[EQ>TMO+_BP5 M/_+6F_ZWI[J0_GA?]NZ.VO\`PZ>J/_?C[<]^]I+J'_F(?_(3_P#)/VP=??\` M+W_ZH/\`X]]UQ?\`";#_`+G/_P#+=/\`YNWOWL:/8D>]HSW[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V"';G_`G!_\`+"N_ZV4WL,NP M/\_C/^653_T/#[U2O^%(?_'[?%#_`,-;MK_W;;"]^]@][#SWK.>_>Q+C[4W# M&B1K1X8A$5`33UUR%`47MD0+V'M:)OK+HJH*?'650HO#4WLH`%_\L'/'N]K% M?\*$?F=A\7C<33=9?&%Z;%T%'CJ=Y]F=JM.\%%3QTT33-'W3%&TK1Q`L5503 M]`!Q[][Y_P"E?<7_`"I87_SGKO\`ZX^^7]_,Q_RK8W_J35?_`%9[G_\`01%\ MU?\`GV'Q<_\`0*[8_P#MV>_>_?Z5]Q?\J6%_\YZ[_P"N/OW]_,Q_RK8W_J35 M?_5GOW_01%\U?^?8?%S_`-`KMC_[=GOWOW^E?<7_`"I87_SGKO\`ZX^_?W\S M'_*MC?\`J35?_5GOW_01%\U?^?8?%S_T"NV/_MV>_>_?Z5]Q?\J6%_\`.>N_ M^N/OW]_,Q_RK8W_J35?_`%9[]_T$1?-7_GV'Q<_]`KMC_P"W9[][;LMV)FLS MCJG&55+BXX*I421X(*M9E"2I*-#25LJ`ZHQ]5/'N'D-WY+(T,ST#8NKS/:N?QD,KUF)C5S+1S@Q,P`#$,/>T%[2ONH'W[V8 MCJW_`(]J3_M:57_6FE]B]L;_`(LK_P#4=/\`]:H/>ZO_`,)_?^R%,Q_XGOL# M_P!YO87OWL2/:R]W@^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>XU9205]+44=5&):>IB>&9#_:212IL?JK"]P1R"+CGWAJ*>*J@EII MT#PSQM'(I_*N+&Q_##Z@_4'GVB>R.N]H=M[!WAUEO[#T^?V9OO;V4VQN3$U` MLM7B\M2R4M1X91^Y25L`D$M/41E9J>=$EC9716'O94]PX2HV_E:G'3W98VUT MTQ%A44KW,,HX`N1PP'`<$?CV!&7QLN)KYJ.6Y"'5#(1830-'PY^0>]^DMU_<5M'B*H979&YI*=H(-Y;"RTDLNVMQT_H2$U$ MM.C4U='$7CILE35$`9O%J/O?#`YFHP.4ILE3V_P"(7R=WK\0>_=C= MX;*9ZB3;];]CNG;YD\=+N_8^4>*#=&UZR]XQ_$*%==-*RL*6NA@J`I:%1[][ M6W8&[X.7C62B?=>^,[ATK\/MVN@N7%+U]BLEHJH&8J,W/,DB&2@AD]^]A MM!!-53PTU/&TL\\J0PQ(+M)+(P1$4?U9B![1L44D\L<,2&265UCC1>6=W8*J MC_$D^Z.MI;3W'OS=.W-D[/P];N'=F[LYB]M;:P6.C$M?F,[FZV''8K&TD995 M:HK:VH2-;D*"UR0+GW[V:K;&!AV[B*>@32TY'FK9E'^>JG`\A!L"8XP`B7_L MJ/S?V.N$Q4>(Q\5*NEI3^Y4R`?YR=@-9O8$HGZ5_VD#\^_H5?`KXB;<^%GQQ MV?U%C10UV[9(_P"\O:&YZ.(+_>?L#+PPMF*F.9HH9IL3AXXH\=CM:H_V%)$S MJ)6D)][4/MW]G-]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]@?VIG/+/2X&"3T4]JRN"GZSNMJ:)K?\]4#_A0?\`+'^.[OV%\0MI9?5C M=EI2]D]LPTLGIEW7EJ%X]B;=K'1U?7A=MUL^2FA8-%)_%*23_.0C3[V$M/3S M5=1!2TZ&2>HEC@AC7ZO+*X1%'^+,P]H"&*2>6.")2\LTB11H/JSNP55'^N3[ MUS-E[.W'V'O#:VPMGXNHS>[-Z;APVU=M8>E`-1D\[G\A3XO%4,6HA5>IK:I$ MNQ"K>Y(`)]^]FTP6)AP>*HL9#8_;Q`2R`6\U0]WJ)N>?W)6)%_HMA^/8^8N@ MCQE!344=CX8QY'`_SDS>J63^OJD)M_06'X]_1F^)?QVVY\4_CSUAT5MLT]0F MR=O019_,01&/^\F\,%%UCW5)7=I]?M30>' M'T$N8KG;>>U*=45:>`[;W--(T-/'98,;5T?`U6]^]L>`R\N#RU'DHKD02@3Q M@_YVFD]$\7]+M&3:_P!&`/X]M>)R#XO(4U:ER(GM*@_W9"_IE3^EV0FU_H;' M\>RF_#OY(9_XF_(WK'O/!?*R%,Q`)AK*&J21;@&S<@'W[WE]\_:@]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]@AVY_P)P?\`RPKO M^ME-[#+L#_/XS_EE4_\`0\/O5*_X4A_\?M\4/_#6[:_]VVPO?O8/>P\]ZSGO MWLY-+_P&I_\`EA%_UK7V8N#_`#$/_+*/_H0>_IW[&_X\G9__`(:VW_\`W4TG MOWO/[R^U3[][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][P57_``&J/^6$O_6MO>*?_,3?\LI/ M^A#[2V^?^/)WA_X:VX/_`'4U?OWLFWLNGOYB'OWL8>H_^!.<_P"6%#_ULJ?8 MA]?_`.?R?_+*F_Z'F][,?_";S_C]OE?_`.&MU+_[MM^^_>QO]B;[VM??O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8`]L1D9W'R\Z7Q,<8XXO%65 MC-S^3:8>PHWZA&4I)/PU`B#_`%TJ*ACS_K2#WIT_\**<+4P?+3IS<3:_L\K\ M=<1A8+Q,$^YP'9?95=5Z9R=,C^++\>T5$_CECD%[QR(XM8GTL&XOQ?CW0_M#.-MC=FU]RH\R/M[<6$SB/ M3)%)4(V)R5-7J\$<[+`\RFGNH4QE/EJ.2DJ!PWJBD`&N&4`Z)4_P`1?D?D$C\^]SGY;_%;K7YB M=*;FZ:[)HD6#)1&OVKN>"GBES6QMWTD4HPVZ<)+)I9*BCED,=1"'1*RCDEIY M#XY6]^]E9R^*K,+7SXZN31-`W#"YCFB;F.>%B!JBE7D?D?0V((`&Y"@J,;5R MT=2NF2(\$7*2(>4EC)`U(XY'Y'T-B"/?S\OD?\>.ROBSW#N_I7M7$_P[<^U: MTK#6TXE?"[GP527?"[LVW62Q1&OP&=HP)87*K+$VN"=(JB*:*/WMM]PO8&^_ M>Y=+05M<_CHJ.IJW)MIIH)9C?_$1JUO]C[SP4M35-HIJ>>H:]M,,3RG_`&(1 M3;V(77O4G:G;633"]6];[[[&RSRK#_#]D;3SNZ*I';3;S186AK3`BAP69]*J MIN2!S[][$;!=892L=)LTPQM+<%H$=):Z4?T`77#`#_5B6'^I]K'%[)KJAEDR M3"C@^IB5E>J1SR6)))]B?24E/0P1TU+$L,,8LJ+?ZGDLQ-V9V/U)N3[VS M.G.F>L^@.N]O=5=1[3QNS-C;9IWAQF'QRR,7FF(Q[93(TM&M],DEY MF']B!/7,U_P=`(']6('NKWX4_&_*?++Y-]4='T*U$>+W/N&.LWID8-:'#;!P M$;YK>>2$X4QT]4,%130T>LJLM?-!%<-(/?O9LHXTBC2*-0D<:+'&B_1410JJ M/\%46]CXB+&BH@"HBJB*/HJJ`%`_P`'OZ+V&P^,V]B,5@,)0T^,PV#QM#A\1 MC:1/'2X_&8REBHJ"AIH[G13TE)`D:#\*H'OWOG[Y>W+W[V%':>%^YQ]-FH4O M+CV%/4D#EJ.=_0Q(OQ!4-Q_A(3[0>^<;YJ2')1K^Y2,(IK#DT\K>DG_EE,>/ M^#GWKP?\*!_BT=]=-[)^4>VL=Y=Q]-5L>T-]R00L\]7UKNS(JN*KJAT21VBV MIO.J18U]*+'F:B1F]`!][`A69&5T8JZ,&5E-BK*;JP(Y!!'L+%8J0RDJRD,I M!L00;@@CZ$'WJ(4-=68RMH\ECJJHHS7;7S*Y["460N/,T?AJU%O15PV2;@<*)"`ZC_4L/8\X M/(C*XRFJ[CRE?'4`6]-1'99.!P`Y]0'^I8>_HC_`;Y.T7RY^*W5O<8GB;=%7 MB!MGL>CC\*MC^QMKK'B]TAH(%6*DI\Q4(F4I(ARE#7P7YN/?O:@]NWLX_OWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWMEW)_Q[N?_P"U+E/_`'!G M]MN9_P"+/E?^U;7?^XLOLKGSB_[(J^8'_BKGR`_]]/NWW[V4GV`/OYQ7OWLQ M_67_`!ZT7_4;6?\`0Z^QCV5_Q8X_^HFH_P"AA[W@/Y#O_;O[;W_B4NR__=E1 M>_>Q!]JWWD\6*H_ M<^VURD;5E(JKD(EY`X%7&@XC;\>90/0WY_2>+$4G_P`V;^5YC/EOM>L[KZ:Q M6.Q?R4VGC`U73QJM)!W'MS$T1C@VSE95*P)O+&TT*1X>OE'[D:+0U+"#[>:C M][+LZ/&[1R*R.C,CHZE71U)5E96`*LI%B#R#["!E9&964JRDJRL"&5@;%6!L M001R/>E)DL;D<-D:_$9>@K<5EL56U6-RF+R5+/0Y'&Y&AGDI:V@KZ*JCBJ:. MMHZF)HY8I%5XW4JP!!'OWL1]B;U;"RKB\G(S8B9CXI#=CCYG:Y>9J:KXX[FR,HP69G1ZJHZS#*RLH92&5@&5E(*LI%P01P01[%P$,`RD$$`@@W!!Y!!'!!'O=$I M*NEKZ6FKJ&IIZRBK*>&KHZRDFCJ*6KI:B-9J>IIJB%GBGIYXG#(ZDJRD$$@^ M_>R>Y+_BXU__`%&U7_6^3V7FL_X&5?\`U$S_`/6UO?S0.\/^9U=O_P#B4>P/ M_>LRWOWL6^H?^8A_\A/_`,D_:_Z^_P"7O_U0?_'OO8[_`.$V'_T9[][][][][][][][][][][][][][][][][][][][][][)YDO M^+C7_P#4;5?];Y/9>*S_`(&5?_43/_UM;W\SCO#_`)G5V_\`^)1[`_\`>LRW MOWL1^IO^+UD?^U6?_X/[][][][][][][][][][][][][][][][][][!_MR512 M86#^T]162CG^S%'`AX_Q,P]A[V!(!3XV+^TTU1(/]:-(E/\`O,@]ZT__``I` MS]'3]=_%K:S$&ORV].R\_`-9U+1[>P>U<=5$H$(L\VYX;$LOZ38-R5][`_V& M/O4_]^]FVVW%X-O8.(@@KB MJ/\`WX^W/?O:2ZA_YB'_`,A/_P`D_;!U]_R]_P#J@_\`CWW7%_PFP_[G/_\` M+=/_`)NWOWL:/8D>]HSW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[V"';G_`G!_\L*[_`*V4WL,NP/\`/XS_`)95/_0\/O5*_P"%(?\` MQ^WQ0_\`#6[:_P#=ML+W[V#WL//>LY[][62]?[N=5=<1=74,I^_Q@NK"X-C6 M@BX/M1KM+<#*&7'W5@&!^ZHA<$7!YJ;_`$]V>4/\FK^9)DJ*CR-%\T8Y8_)%(#I9587L0#[][Y?Z/-X?\`.H_]:&+_ M`/JWWW_='-G_L8N@O\`[:?OWOW^CS>' M_.H_]:&+_P#JWW[^Z.X?^=?_`.K=#_\`5/OW_#+O\RW_`+QL_P#8Q=!?_;3] M^]^_T>;P_P"=1_ZT,7_]6^_?W1W#_P`Z_P#]6Z'_`.J??O\`AEW^9;_WC9_[ M&+H+_P"VG[][]_H\WA_SJ/\`UH8O_P"K??O[H[A_YU__`*MT/_U3[]_PR[_, MM_[QL_\`8Q=!?_;3]^]Q*_9>Y<9235U=C?!2TZJTTOWE!)H#.L:G1#522-=W M`X!]QZK;>:HJ>2JJJ+Q00@&1_N*1](9E0>F.=W-V8?0'V&_;O\KGYU]$=<[G M[:[6Z,_NKU]LREI*W^P/_>;V%[][$CVLO=X/OWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWM![^VU_'<4:BFCU9+&J\U.%%W MJ(;:IZ7@%F9E74@_U8M_:/M+;KPO\4H#-"EZVC#20A1ZI8^#+!P"6)`NH_U0 MM^3[J*_G!_!A?EO\>JC>6Q\.*OO/I&CRFYMEK1TX;([PVQXTJ=V]?DPPRU-= M4UU)2_>8F$!F_B<"PIH6KF8^]EK]@Q[T765E8JP*LI*LK`AE8&Q!!Y!!]^]^ M]^]]>_>QEZPVWJ9MQ5D?I0O!C%8?5[%*BK`_HH)C3_'5_0'V(VR,-^5VIT+0U\+VJ M,@RSXK>78T2-I5HJ&)YL-CG.M6F>O]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]M^5R,.)QU9DJC_- M4D#RE;@%V'$<2D\:YI2%'^)]Q*ZLCH*.HK)?T4\32$7L78<)&">-4CD*/\3[ M!WY!=T;8^.O2?9O=V\6!P'6^TLGN.>D\\5-+EZ^",4^#V_23S?M)D=R9RHIJ M"FU<&HJ4'Y]^]E)K:R?(5E375+:YZJ:2>5OQJD8L0H_"+>P'X`M[`&IJ):NH MFJ9FU2SR/*Y_&IR38#\*/H!^![^XX:I=?6P_!\,3?[=P M?Q[OH_D`_$7^_G:VZOEEN_&>7:W4'W&T.M_NH=5/D>SL]C!_&LK!K#Q2_P!R M]HY$+I9?359BGEC8/3FWO8\>Q3][>7OWOWOWOWOWM%;\P0S>!G,2:JW':JVE M(%V8(O\`E$`_)\T(-A^75?::W5B_XEBI2BWJ:/54P6'J8*O[T0_)\D8X'Y8# MW5K_`#>?B5'\I_B)NN?!8X5?9_2T=?VEU\\,/DKJ^/$4$C[RVG!H5IY1N;;4 M,AA@3_/9.DH[\+[][+)[!3WH8^_>Q_ZPSWWN-EPT[WJ<9ZZ?4?5)0RMP!^3] MM,VD_@*Z`?3V+&R,I]S1/CI6O-1>J&YY:E=OH/R?#(;?X!E'O<;_`)"'RZ_T MI]&9[XQ[MR?GWMT/;)[,^ZFUU>7ZDSM>WA@BUL\U1_<;_>SDTO_`:G_P"6$7_6M?9BX/\` M,0_\LH_^A![^G?L;_CR=G_\`AK;?_P#=32>_>\_O+[5/OWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWO!5?\``:H_Y82_]:V]XI_\Q-_RRD_Z$/M+;Y_X\G>'_AK;@_\`=35^ M_>R;>RZ>_F(>_>QAZC_X$YS_`)84/_6RI]B'U_\`Y_)_\LJ;_H>;WLQ_\)O/ M^/V^5_\`X:W4O_NVW[[][&_V)OO:U]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]A'VS0-)0XK)*.*6HFI);?ZFK19(V/]%5J8C_`%V]A_OZE+TM M#6*/\Q-)!);^DZJZ$_X*T)'^NWO6[_X48=0U69ZH^/\`WA0PEH]A;TW/U[GV MC]3?9=A8N@S6%JJ@6.FFH,AL6>$,+#R5X!OJ6WO8%^PO]ZE?OWLU6S\FN6V[ MC*G5>6.G6DJ!>[">D`@]'\A_A/T-OA*N.ISN&V;0==;SC\YFJJ?=W7<,>UWKV>SW[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[V$G;?_`!;L1_U&S_\`6@>T!O\`_P"`>/\`^HF7_K4/>N)_PHX_YDK\ M;_\`Q*.Z_P#WDXO?O8%>PN]ZD7OWLWF#_P"++A_^U7C_`/W$A]F"QG_%MQ__ M`%`TG_N/'[^D[\5/^R7OC=_X@3I[_P!]YMWW[VZ>YWL>_?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O97-]?\?9F?^6\/_N)3^P.W1_Q?\E_RUC_ M`.M$7O0$_FY?]O%_D]_X=.UO_?<;,]^]Y^O/^/PQ'_D0_P#=76^\NT?^/AQ_ M_57_`.X-3[5/\EW_`+>6_&S_`,K%_P"^"[3]^]F<]C9[WTO?O:-WGM6+ M)43*4BLU%,;+Y!]6I)F_XY2D<$_H;GZ%@4YN/!1YFDO&%6NIU8TTAXU_EH)# M^8WMP3^EN?I>]8G\SW^7OM[YR=0-/M^EQV*[_P"NZ&NK>K=T3-'1IEXW'W-= MUYN2L:R2;?W!+'>FEE_XME>5G1EBDJXY_>RS30RT\TL$\;Q30NT05(]@K)')#(\4J-')&[)(C"S(ZFS*P_!!'O0_W1MC<.RMQYW:&[<-D= MN[HVSEJ_!;@P.6II*/)XC+XRIDHZ_'UU+*%D@J:6IB9&4CZCW[V)G7V\OX7* MF%RU'*_[$KGB MEE<\JQ/Z8)6//X5C?Z$GW>__`":_YFZ_'_<&-^+O>N?$/2&[\PR=>[KRM0%I M.I]WYNM+RT%?52^FBV!NK)5)DJ)'9:?%5\C53Z(9ZR5/>Q_]BQ[W&U964,I# M*P#*RD%64BX((X((]^]^]^]]^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>VG.Y6+"XFMR4MC]M"QC0FWEG>R4\7_3R9@#_0 M7/N!E*Y,;05-:]CX8R44FVN5O3$G_(R[_+'Y!8'XM_'?M3O3/B&= M-B[8JJO"XN:9(1GMVY!H\5M#`*[,'`S&XZVFAD9`[10L\FE@A'OWLI4\\M3/ M-43N9)IY7FED;]3R2,7=C_BS$GV`4LKS2232L7DE=I)'/U9W8LS'_$L??SC] MV;IS^^=T[DWINO)U.;W1N[.Y;%Y/MZ:2?_L' M>@O_`+5GOWOW^D/>'_.W_P#6?B__`*B]^_O=N'_G8?\`JI0__4WOW_#T7\RW M_O)/_P!@[T%_]JSW[W@JM\[IK::>DJLFLU/4Q/#-$U!C`'CD4JRW6C#*;'@@ M@@\@@^\4^Y\Y4PRT\]:)(9D:.1#240#(XLPN*<,#8\$$$'Z>TCO[^;-\_P#M M'9.Z^N=_=[TNY=E;WP&3VQNC`UG4'144&4PN8I):*OI344?65-74` M$'_:D4#Z^USL?)_;ULN.D:T5:NN*_P#9J8E)M_AY8@?]BH'O8&_D"?*INN.] M]T?&7(MI=YT,F;VQ]]BO[W$O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O;+N3_C MW<__`-J7*?\`N#/[;\!_( M=_[=_;>_\2EV7_[LJ+W[V(/M6^[F/?O?O?O?O?O85[^V3_$DDS6)B_W(H-59 M3)_RFQ(MO+&OYJXU`X_W8O\`M0&I"[KVU]ZKY*@C_P`L47J(5_Y244?K0?FH M0#Z?VQ_C:^OA_.#_`)5H[SQ^:^47QVV]J[JQ-*M7V7L7&*J#M/`XVB9'S^#H MT3]WL7#TE/&K0*5.8I(]*`UD<:57O8!^PI]Z>[*RL58%64E65@0RL#8@@\@@ M^_>Q9V#O84)BP>7FM1,=-#5R,?\`)'8\4\S'@4K$^EC_`)L\'TGTK[:FYOM2 MF,R$EJ9CII:AR?\`)V)XAD)X$#'Z'^P?KZ?T[%W\G?\`FJKU/4X'XI?)'Z(>\/\`F=7;_P#XE'L#_P!Z MS+>_>Q;ZA_YB'_R$_P#R3]K_`*^_Y>__`%0?_'OO8[_X38?]SG_^6Z?_`#=O M?O8T>Q(][1GOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWLGF2_XN M-?\`]1M5_P!;Y/9>*S_@95_]1,__`%M;W\SCO#_F=7;_`/XE'L#_`-ZS+>_> MQ'ZF_P"+UD?^U6?_`'+IO:QV%_Q_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>R[=G9-: MW<"T<;:H\73)`UN1]S,?//8_2X1D4_T*GV$&]JT5.6%.C72AA6(VY'FD/EEY M_P`%*@_XK[THOY]/>]+VE\R:3K7"UJU>#Z#V/CMI5@BCEDS78^ M^-K[)QOBC,C0U.YB6J,TKL0D<:,S$*"1[V<*.-8HXXD&E(T6 M-!_144*H_P!@![,,B+&BHHLJ*J*/Z*H``_V`'OZ8&$P]!M[#8G`8J`4V+P>, MH,/C:9?TT]!C*6*BHX%L`+14\"J/];W[WS]\O;G[][][][][][][][][][][ M][][][][][][][][][][][0G9'_'IUW_`"WH?_Q(][1GOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWL$.W/^!.#_P"6%=_ULIO89=@?Y_&?\LJG_H>' MWJE?\*0_^/V^*'_AK=M?^[;87OWL'O8>>]9SW[V3L__P`-;;__`+J:3W[WG]Y?:I]^]^]^]^]^]^]^ M]^]^]^]^]^]^]I'?G_'I9G_EC!_[F4WM/[I_XL&1_P"6<7_N3#[KA_FY_P#; MN?Y/?^&OM3_WY&R_?O97?8'^]`7W[V8CJW_CVI/^UI5?]::7V+VQO^+*_P#U M'3_]:H/>ZO\`\)_?^R%,Q_XGOL#_`-YO87OWL2/:R]W@^_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>RS=@XRFQF MY:A*1?'%5PQ5QB``2.6=I!*L8'T1GC+6_&JPX`]@KNVB@HLS,L"Z$J(TJB@X M5))2XD"#\*S(6M^+V''O1`_G-=$[$Z&^N9TU`KJ`N+ M>_>S?4M-!1TT%)31B*GIHDAAC7Z)'&H512;#Z_4^_I1["V-M7K+96U.N]CX>FP&S]D[?Q6V-M8:DU&#'8 M;"T<-!04P>1GFGD6"$:Y9&:65R7=F=B3[WG]Y?:M]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]@IVIGM3TVWZ=^(]%9D-)_ MML#]I`UN?2A,A!X.I#^/8:[ZREVAQ,3<)IJ*NQ_M$?L1'_64ER/\5/X]ZK__ M``H-^77WF3V1\-MGY.\&)_A_9OPY]ZP_OWM38[>.X\321T./R"TU+$7*1"BQ\EC([2.S22T MDDKL6;ZLQ-N/H![>J/<68H*=*6DJQ#!&6*H*:D?EV+,2\D#NQ+'ZDG_;>SW] M*?S,OFS\=.N<)U-TQW)2[(V!MZ7)U&+P5-U9TUEWCJ\/^=O_P"L_%__`%%[E?WNW#_SL/\` MU4H?_J;V*_\`P]%_,M_[R3_]@[T%_P#:L]^]^_TA[P_YV_\`ZS\7_P#47OW] M[MP_\[#_`-5*'_ZF]^_X>B_F6_\`>2?_`+!WH+_[5GOWOW^D/>'_`#M__6?B M_P#ZB]^_O=N'_G8?^JE#_P#4WOW_``]%_,M_[R3_`/8.]!?_`&K/?O:-=VD= MY&TZG9G;2JHNIB6.E$"HBW/```'X]IUF+LSFUV8L=*JHNQN;*H"J+GZ``#W6 M1EMB]XXS[IHU>ZI7T\$G#1J1[V;&*2.:..:)UDBE M1)(Y%-U>.10R.I_*LI!'L>T=)$22-@Z2*KHRFX9&`96!_((-_?T5L'F\1N;" M8?$RU#*L]%E,1E:2&OQN1HYE],U+6T=0DL;#AD8'W[WS M]\O;I[][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][!#MS_@3@_P#EA7?];*;V&78'^?QG_+*I_P"AX?>J5_PI#_X_;XH?^&MV MU_[MMA>_>P>]AY[UG/?O9R:7_@-3_P#+"+_K6OLQ<'^8A_Y91_\`0@]_3OV- M_P`>3L__`,-;;_\`[J:3W[WG]Y?:I]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]X*K_`(#5 M'_+"7_K6WO%/_F)O^64G_0A]I;?/_'D[P_\`#6W!_P"ZFK]^]DV]ET]_,0]^ M]C#U'_P)SG_+"A_ZV5/L0^O_`//Y/_EE3?\`0\WO9C_X3>?\?M\K_P#PUNI? M_=MOWW[V-_L3?>UK[][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][: M,]BH\WB*[&26'W,)$3F]HZA"):>0VYLDR*3_`%%Q[;\K0IDL?5436'GB(1C] M$E4AX7-N;+*H)_J/9RF5%/-23S4U1&T4]/*\,T;"S))&Q M1U/^(8>P#EBD@EDAE0I+$[1R(WU5T)5E/^((]_.;WEL_%K9L?DJ"H4$KY*:KIV6ZDJUKJ2"#[][7O7^ZDP-= M)15TFC%Y!EUR,24I*H#2E01]%CD6RR&WT"D\+[56T\ZN*J7IJI]-#5D:F-]- M/.!I64C\(X]+G_`'Z#W;]_)N_F#8OXB]JY?JSMG-'&]"]Q5U$]?F*N2=L?UU MO^GA%#B]X31*7CIL)G*,1X_,2A+I'#25#NL5&X;WLQBLK*&4AE8!E92"K*1< M$$<$$>QA!#`,I!!`((-P0>001P01[W;:2KI:^EIJZAJ:>LHJRGAJZ.LI)HZB MEJZ6HC6:GJ::HA9XIZ>>)PR.I*LI!!(/OWOOWW[D>_>_>_>_>_>_>_>_>_>_ M>_>_>_>PD[;_`.+=B/\`J-G_`.M`]H#?_P#P#Q__`%$R_P#6H>]<3_A1Q_S) M7XW_`/B4=U_^\G%[][`KV%WO4B]^]F\P?_%EP_\`VJ\?_P"XD/LP6,_XMN/_ M`.H&D_\`<>/W])WXJ?\`9+WQN_\`$"=/?^^\V[[][=/<[V/?OWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWLKF^O^/LS/_+>'_P!Q*?V!VZ/^+_DO M^6L?_6B+WH"?S_\`#IVM_P"^XV9[][S]>?\`'X8C_P`B'_NKK?>7 M:/\`Q\./_P"JO_W!J?:I_DN_]O+?C9_Y6+_WP7:?OWLSGL;/>^E[][][][][ M]["KL/9_\0A?.8V&]?3I>M@C'JK*=!_G44#U5,"C_7=!;D@`H3=VWONXVR=% M'>JB6]3$@YJ(E%O(JCZS1*/]=E_Q`!U[/YT7\M$=S[S\53*B[@QU#3H36[WVG0P^I%'FR6-C\2ZYZ>GBE][`3V%7O3Z M]^]CCUYO+[A8MOY27]]!HQE3(QO,BCBCD8_[MC4?MD_J7T_4"XG;0W'YA'B: MZ3]U1IHIG/\`G%`XIW8_[L0#T$_J''UM?;"_DL_S._[XT6WOAQW_`+A!W;C* M9,7T5OG,U4ADW3BJ.!C3]9YRMJ-2?W@Q%+"5PL\CJ*ZE5:+_`($Q0"J][%_V M(7O96]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]@AVKF_)/28&%_13@5M:`?K-(I6EB:W(,<+,Y!X.M3^/89;[R>N6#%1MZ M8K5-38_61P1!&?R"D9+$?G4/Z>]47_A0K\J#F-V=<_$3:^2OC]GQ4_:7:<=/ M,C++N?,44U)L'`58C8302X;;E759*6&0&.96J(*:>MFBH,?1QRU-0\ M-'2R2OI4Z8XV8V`)]^]O/]U-R_\`.BRG_G'-_P!&^W'^`YK_`)U==_YS2_\` M1OLT'_#=WSK_`.\2N^__`$6VY/\`ZB]^]^_NIN7_`)T64_\`..;_`*-]^_@. M:_YU==_YS2_]&^_?\-W?.O\`[Q*[[_\`1;;D_P#J+W[W[^ZFY?\`G193_P`X MYO\`HWW[^`YK_G5UW_G-+_T;[]_PW=\Z_P#O$KOO_P!%MN3_`.HO?O?O[J;E M_P"=%E/_`#CF_P"C??OX#FO^=77?^+=NS,WA<. M,G71U$M'0O7UE)'3QU%4E+)XU9AJ*V'-A[][@4U1+25$%5`YCGIIHYX7'U26 M)PZ,/]9E]Q(99()8IXF*2PR)+&P^JNC!E(_UB/80;)WEN/KO>6U-_;/R4V&W M7LK<6%W7MO+4Y(FQVMA1>=7YE4#G]7UU7#G=FV=7DRN/C]7+UE-&OZORU3$ MH_M?EP/K^K^M]87^EJZ)5EGR?:.UL? M1JKFO0CRYVCBC8S@M7J`ZU1E][!3V&OO5A]^]^]^]]LS,Q9B69B69F)+,Q-R M23R23[][&CJ'_F(?_(3_`/)/V)'7W_+W_P"J#_X]][1?_";#_N<__P`MT_\` MF[>_>QH]B1[VC/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O9/,E M_P`7&O\`^HVJ_P"M\GLO%9_P,J_^HF?_`*VM[^9QWA_S.KM__P`2CV!_[UF6 M]^]B/U-_Q>LC_P!JL_\`N73>UCL+_BY5G_4"?_!_P`)TO\`LJ'N_P#\ M0)-_[\/97OWL?/8K>]P?W[W[W[W[W[W[W[W[W[W[W[W[W[VF-U;EIMMXYZAR MDE;,K)04I/JFFM;R,H(800W!<\?T!N1[9,[F8<-1M,Q5JF0,E+`3S));]3`& M_BCO=C_L/J1[(;_,&^6=^4NYL=(-D=(0U>!V7-/"#39OM3.>/9FTLC)/.ME>.KR5#(C>AA[]['WV*WOJ/\`WX^W/?O:2ZA_YB'_`,A/_P`D_;!U M]_R]_P#J@_\`CWW7%_PFP_[G/_\`+=/_`)NWOWL:/8D>]HSW[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V"';G_`G!_\L*[_`*V4WL,N MP/\`/XS_`)95/_0\/O5*_P"%(?\`Q^WQ0_\`#6[:_P#=ML+W[V#WL//>LY[] M[.32_P#`:G_Y81?]:U]F+@_S$/\`RRC_`.A![^G?L;_CR=G_`/AK;?\`_=32 M>_>\_O+[5/OWOWOWOWOWOWOWOWOWOWOWOWOWM([\_P"/2S/_`"Q@_P#@+[][ M,1U;_P`>U)_VM*K_`*TTOL7MC?\`%E?_`*CI_P#K5![W5_\`A/[_`-D*9C_Q M/?8'_O-["]^]B1[67N\'W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[V7;M+_`(^9/^U92_\`6VI]A!OC_B]+_P!0 M4'_0\WO2G_X4!?\`9=>)_P#$"]?_`/O1[\]^]HO"_P#%YQ/_`&LZ#_W*B]IO M&_\`%QH/^HVE_P"M\?NKGXK?]E/_`!P_\3UT_P#^_"V[[][-[[,'[^D][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][A9*O@ MQ=!5Y"I-H*2!YGY`+:1Z8UOQKE&BI$/^KF-Y:B5I&_H-1X5?Z*BV`_H![^<5W9V[NWOOMOL+N3?55]UNKL; M=.4W/E=+N]/1_?3G[+$4'D)>/%8/')#14D9_S=-!&G]GW[WGHL)F,E$T]!C* MVLA60Q-+3T\DL8D559D+*I&H*X)'^/O+38S(5D9EI**IJ(PQ0O#"[H'`!*ZE M!&H!AQ_C[5_5GQ2^2O>&WJK=O3_1?:/9.V*++3X*JW!L[9V9SF(@S-+2T=;5 M8MZ^AI9:;[ZFI,C!))'JU(DR$@!A?WN9_=3%QN0S&5^*O>M!B\30U>3R5=4]<[CCIZ*@H*>2JK*NHD-#9( M*:GB9W/X52??O;#[:O90O?O9@NL$D\O0RD^,7_)IY+I_@ MI4>Q:V3E/NJ%Z"5KS4-O&3]6I9"=`_Q\3W7_``4K[W,?Y#/RV?M_X]Y?XZ[L MR#U&]_CX],FW)*F0O497J?/5%0V"1'_>SDTO_`:G_Y81?\`6M?9BX/\Q#_RRC_Z$'OZ=^QO^/)V M?_X:VW__`'4TGOWO/[R^U3[][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][P57_`:H_P"6$O\` MUK;WBG_S$W_+*3_H0^TMOG_CR=X?^&MN#_W4U?OWLFWLNGOYB'OWL8>H_P#@ M3G/^6%#_`-;*GV(?7_\`G\G_`,LJ;_H>;WLQ_P#";S_C]OE?_P"&MU+_`.[; M?OOWL;_8F^]K7W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[V$O8FSGK@V>Q<1>KC0#(4T:W:IBC6RU,8'+3Q(+,HN60"W(]2`W?MUJH- ME:%"TZ*!5P(+M-&@L)T`Y,L:BQ'.I0+]^]K[;&_LE@$2CJ5.1QB\)`[Z9Z9>.*:8AOVP/]UL"O]"O/M5X3 M==9BE6GF7[RB7A8F;3+`/^;,A!]`']AKC^EO=PGP+_G$=X_#_'8KK3>U!)W7 MT5CPE-C-JY;*-0;NV+2ZT7Q['W1-!6_[AZ>*Y7$5LN-PU:()=H]R20=;Y6CJ7":*+^+YNH M&S;Q&X,9(Y2/(X3)4>5H'=51RB5E!-44[ M.$D4D!KV8'\CW[WD]\_;O[][][][][]["3MO_BW8C_J-G_ZT#V@-_P#_``#Q M_P#U$R_]:A[UQ/\`A1Q_S)7XW_\`B4=U_P#O)Q>_>P*]A=[U(O?O9O,'_P`6 M7#_]JO'_`/N)#[,%C/\`BVX__J!I/_<>/W])WXJ?]DO?&[_Q`G3W_OO-N^_> MW3W.]CW[][][][][][][][][][][][][][][][][][][][][][*YOK_C[,S_ M`,MX?_<2G]@=NC_B_P"2_P"6L?\`UHB]Z`G\W+_MXO\`)[_PZ=K?^^XV9[][ MS]>?\?AB/_(A_P"ZNM]Y=H_\?#C_`/JK_P#<&I]JG^2[_P!O+?C9_P"5B_\` M?!=I^_>S.>QL][Z7OWOWOWOWOWOWOWOWOWL`^P]G_P`.F?-XV(B@J)+UL$8] M-'42'_.HH'HIIV/^LCFW`*@!3N[;WV]3$HXIIG/ZU`'I@E;_ M`&"L;?0@#3V_G0_RT/\`0IN3)_*WHO;KQ]0;SRYF[0VIB*:]'UCO'+3C_<]C MJ.GC_P!Q^Q-VU\ANG_`?&9.7PH8X*BE@B]["U':-E=&9'1@Z.A*LC*0596!! M5E(N".0?:&5F5@RDJRD,K*2&5@;@@CD$'WK]X_(5^)KZ+*XJMJ\9D\95TV0Q MV1Q]3-1U^/KZ.9*FCK:*LIGCJ*2KI*B-9(Y(V5XW4,I!`/OWLQNQ=X+GZ44- M:ZKEZ2,:R3;[V!;**E!_QU7@2+_7U#@V`Q;7W"N5@%+4L!D*=!JOQ]S$M@)E M'_'0?1Q_7D<&PW=?Y2?\RJ@^8.P(^INU,G2TGR1ZZPL9R4DKK`O:NU:(QTL6 M^,9";*N?HE>*+-TJ$CSNM7"%AG:&E][$'VK?=S'OWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWN)7UL&.HJJNJ6TP4D$D\I'U*QJ6TJ#:[N191^20 M/>"JJ8J.FGJIC:*GB>5S^=**6LH_+-:P'Y)]AYVWV?M7I7K#?_;>]ZHT>T^N M=I9S=^_>RCY&NFR= M=5Y"H-YJN>2=_P"BZV)5%_VB-;*/\![+_654E;55%7,;R5$KRM_0:C<*/]I0 M<#_`>_F]=U]L[I[W[;[$[CWI,)=S=C[MS&ZLHB,7IZ)LG5O+2XJB+*I7'8:A M\5)3*0-,$*#\>_>Q5ZJPFN6KSTR>F'5145Q_NUU5JJ9?^"1L$!^GJ8?CVN]B M8S5)4965>([TU-UA[ M][][][][][][][][][][][][][:<[BHLUB:[&RV'W,+")R+^*H2ST\O_`$[F M4$_U%Q[@92A3)4%31/8>:,A&/]B5?5$__(,@!/\`4>RZ_+/X_8/Y2?';M;HO M._;PC?6UJNEP62J(UD3!;OQ[)E=GYZQCD<)B-R4---*$L\D*O&"-9/OWLI4T M,E/-+3S(8YH)9(94;ADDB8HZ$?U5E(]@#)&\,DD4BE)(G:.13]5=&*LI_P`0 MPM[^<;N?;>;V;N7<.T-S8ZHQ&Y-J9S+;;W!B:M=%5B\W@Z^HQ>6QU2ESIJ** MOI9(G'X93[][%_JK-Z9*O`S/Q(#74-R+:U"K50K?DET"N`.!I8^Q"V)D]+U& M*E;A[U-+<_VE`6>,?F[*`P'^TL?>RQ_PGI^5/V68[(^(6Z,B13YJ.I[7ZJ6I MGC6-,K0PTM!V!MJC$A,\L^0QD=)E(((_VXTH:^4C4Y)][&SV)?O:D]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]LNY/^/=S_P#VIRO^+''_P!1-1_T,/>\!_(=_P"W?VWO_$I=E_\`NRHO?O8@^U;[ MN8]^]^]^]^]^]^]^]^]^]^]^]^]^]@1O[9(H3+G,1#:B8ZJZDC4_Y(['FHA4 M<"E8GU*/\V>1Z3Z0MW7MG[4OD\?':F8ZJJG0'_)V)YFC`X$#'ZC^P?IZ?TZB MW\XC^54O4]3GOE;\;MMQP]65LQR';'6^"HY=/762JIG:JWKMNAIT>.'8%?,X M-;2QA$PL[>2,?8N4HO>PF]H'WKH>_>QHZA_YB'_R$_\`R3]B1U]_R]_^J#_X M]][1G_";#_N<_P#\MT_^;M[][&CV)'O:,]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]D\R7_%QK_P#J-JO^M\GLO%9_P,J_^HF?_K:WOYG'>'_, MZNW_`/Q*/8'_`+UF6]^]B/U-_P`7K(_]JL_^Y=-[6.PO^+E6?]0)_P# M!_PG2_[*A[O_`/$"3?\`OP]E>_>Q\]BM[W!_?O?O?O?O?O;=69C%8\$UN2H: M6U_3-4PHY(-B%C+ZV8'\`$^X=1D:"D!-364L%K\23QJQM]0$+:F(_H!?V"/9 M?R6^//3<%1/VKW?U7L`T_F#T>Z=];;Q.5EDIW,<\%)AJG(KEJ^JBD!4PP0R2 M@@C3P??O8>9OM'&TR/%A(7R-1R!43))!1QG\-I8)43D'\60'\-[2&3WQ10JT M>,C:LFY`FE5XJ93_`%TMIFEL?Q91_C[I;^57\_\`Z-V)CLAM_P"+&VZ_NC>; MI+!2[SW3CLOM+K#$RVLE8*"N3&;UW8\4H*M3+!B8'4ATK&'I/O8)Y/*5V7JY M*W(U#U-1)QJ8V6-`25BBC%DBB6_"J`.;_4GV&M;7560J'J:N9II6XNWZ46Y( M2-1Z4C6_`''O59[T[[[:^2?8F7[3[GWGE=[;QR]H?NZ^18Z'$XV*6:6DP6W< M33B/'8#`4+U#F&DI8XH5>1W(,DDCM[W,P&`KMQ5R45$E@+/4U+@^&EAO8R2$ M?5C]%4.;-9J:/1YZJ?0Z4-"CBHKZ@:$ MTHLLL7O9H\5C*7#8^FQU&I6"F32";%Y')+232$`7DE+"P]CE044&.I M(:.F73%"M@3;4['EY'(M=W8DG_BGOZ`7QYZ%Z^^,O3NR.D^L<>]#M/9.+%%# M/4E),GF\G42O69K<>;J(TC6IS.?RL\M54,JK&KR:(U2)$1?>W'W+]C3[][][ M][][][][][][][][][][][][][][][][][][][][][][][0G9'_'IUW_`"WH M?_Q(][1GOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL$.W/^!.#_P"6 M%=_ULIO89=@?Y_&?\LJG_H>'WJE?\*0_^/V^*'_AK=M?^[;87OWL'O8>>]9S MW[V3L__P`-;;__`+J: M3W[WG]Y?:I]^]^]^]^]^]^]^]^]^]^]^]^]^]I'?G_'I9G_EC!_[F4WM/[I_ MXL&1_P"6<7_N3#[KA_FY_P#;N?Y/?^&OM3_WY&R_?O97?8'^]`7W[V8CJW_C MVI/^UI5?]::7V+VQO^+*_P#U'3_]:H/>ZO\`\)_?^R%,Q_XGOL#_`-YO87OW ML2/:R]W@^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>R[=I?\?,G_:LI?^MM3["#?'_%Z7_J"@_Z'F]Z4_\`PH"_ M[+KQ/_B!>O\`_P!Z/?GOWM%X7_B\XG_M9T'_`+E1>TWC?^+C0?\`4;2_];X_ M=7/Q6_[*?^.'_B>NG_\`WX6W??O9O?9@_?TGO?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8-=J9T!*7;\#^IBM;7V/T4:A2 MP-;CU->0@\BR'\^PYWUE`%@Q,3L)_PH0^ M6D=/CMA_#G:61#55?)0=I=NFFFYAH*9ZF#K[:=7XV9":VL6?,5,$@62,4V.E M6ZR^_>P:IZ>:KJ(*6G0R3U$L<$,:_5Y97"(H_P`69A[#F&*2>6.")2\LTB11 MH/JSNP55'^N3[UB-E[.W'V'O#:VPMGXNHS>[-Z;APVU=M8>E`-1D\[G\A3XO M%4,6HA5>IK:I$NQ"K>Y(`)]^]FTP6)AP>*HL9#8_;Q`2R`6\U0]WJ)N>?W)6 M)%_HMA^/8^8N@CQE!344=CX8QY'`_P`Y,WJED_KZI";?T%A^/?T9OB7\=MN? M%/X\]8=%;;-/4)LG;T$6?S$$1C_O)O').^4W?N-]:B?1E]PU=1+`DA9J>E,4 M(.F)0/>W;VX>S&>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>^F564JP#*P*LK`% M64BQ!!X((]^]E;WI@_X%GJJ"--%'4G[RBM^D0S$ZHA^!X)@R`?72`?S[`[5GB1=-/-_E%-;](BD)O&/Z>*0%;?6P!_/OY_G\TCXH-\2/EWOW:.%Q1Q MW6F^I/\`27U48D(H8=K;EJ:EZS;U*RH(XAM#<4%9CHX2S2K1P4\K_P">4GWN M'MC-/@,U29`%O`&\-8BW/DHYB%F%A^IH[!U'Y=![C83)-BLE3U=SX@WCJ%'] MNGD($@L/J4X8#_5*/89?`GY2Y+X>_*+K?N6*6J;:U/7G;'9>,I1([9CK;

G%-'9JRJQ2)%E***X5\ACZ?4=-_?O9KD=)$22-E>.15='4@JZ.`RLI'! M5E-P?8\*RNJNC!D=0RLIN&5A=6!'!!!]_1"Q65QN=Q>-S>&KJ7*8?,4%'E<5 MDZ&>.IHLCCY_OWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL$.W/\`@3@_^6%=_P!; M*;V&78'^?QG_`"RJ?^AX?>J5_P`*0_\`C]OBA_X:W;7_`+MMA>_>P>]AY[UG M/?O9R:7_`(#4_P#RPB_ZUK[,7!_F(?\`EE'_`-"#W]._8W_'D[/_`/#6V_\` M^ZFD]^]Y_>7VJ??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>"J_X#5'_+"7_K6WO%/_`)B; M_EE)_P!"'VEM\_\`'D[P_P##6W!_[J:OW[V3;V73W\Q#W[V,/4?_``)SG_+" MA_ZV5/L0^O\`_/Y/_EE3?]#S>]F/_A-Y_P`?M\K_`/PUNI?_`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`,$F6\;\NJMS;,3[@P8[3[BH_X[S?]37_Z.]\_-+_QUD_Y+;_BOM\_OOO3_GK]T?\` MG_RW_P!5^_>_?<5'_'>;_J:__1WOWFE_XZR?\EM_Q7W[^^^]/^>OW1_Y_P#+ M?_5?OWO@\LDE@\CN!R`[LUO]:Y-O?%G=OU.S6^FIB;?[<^VW(Y_.YA(XLOFL MOE(X7+PQY')5ES>8/_BRX?\`[5>/ M_P#<2'V8+&?\6W'_`/4#2?\`N/'[^D[\5/\`LE[XW?\`B!.GO_?>;=]^]NGN M=['OW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V5S?7_`!]F9_Y; MP_\`N)3^P.W1_P`7_)?\M8_^M$7O0$_FY?\`;Q?Y/?\`AT[6_P#?<;,]^]Y^ MO/\`C\,1_P"1#_W5UOO+M'_CX-)89D:.6*0!DDC<%61E/ M!#`^^$D<6U9=MU_[0>3 M%U;,U%,;L4MRU+,UO\[$/H?[:\_6X`*;CP3X:K]`9J&OZ_W)6: M`%W#M])`8)7L,C0%)T)E2JC@][2U'65-!505M)*T-332"2*138JP_K^"K`D$ M'@@D'CVQT]1-23Q5-.[1S0N'C=?J&'^\%2."#P0;'V0'K/LG>W3V_MJ=G=<; M@KMK[WV5F*;.;=SF.D,=11UM/J5DD7_-U5#6TTCT]53R!H:FFEDAE5HW93[V M9[:FYJ;_!_+P^>.R?G7TS3[JHEHL!VMM"+'8CMS8<, MC@87/30-X<]@XZB66IGV=N=J:6:A=WD>!EDI97>6!I'][5/M\]G_`/?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O81=J9OPTM+@H7M)5E:RL`_%-$Y%/&?\` M"6H0M_7]L?U]A_OK)^."#%QMZJBU146_XXHQ$*'_``>52?\`D#_'WK=?\*#_ M`)4_W8Z]V#\2=LY'QYCLB6D[([+BA_7%L7;^3FAV=B)V+%?%N#>.-EK&`'D0 MX1+D)+9_>P1@@EJ9X::!#)-/+'#%&O)>25@B*/\`%F('L,XHGFECAB4O)*Z1 MQJ/JSNP55'^)8^]4W:.U<_OK=6VMD[5QM1F-S[OS^(VQMW$TJ%ZG)YO.Y"GQ M>*H($`):6KKJI$7_`!;W[V;;"8N/"XFAQD5B*6!4=Q<"6=B9*B4`\@2SNS6_ M`-O8_8RA3&T%+1)8B"(*S#Z/*Q+RR<\C7*Q/^%_?T=?BKT%@OB]\>>J.B<`U M/40=?;4H\=E.XDCFO-$F?W3D*RK6-B3$DPC^BCW[VZ^Y MWLP7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWLO79V%^PS*9.);4^60N]AP ME9"%28?D#RH5?_%BW]/81[VQOVN16MC6T->I9K?1:F,!9!_AK4JW^))_I[TO MOY\_Q;/47R;Q??&WT'C,A-BLA1Y&G/[M)/',H/T<*?7&W^T2QDJ?\#[2M%5R4 M-73UD/\`G*>59`#]&`/J0_[2ZD@_X'W4%T-W%NCX^]R];=T[,D";BZWW;BMS M44,C%:?)4]'.$RF$K2OK_AV?Q$L]%4A2&,%0X4@V(][-O15<-?24U;3-J@JH M(YXC^=$JA@&'X9;V(_!]C_35$573PU,)U13Q)+&?SI=0P!'X87L1^#[^D%U= MV/M?N#KC8O:FR:PU^TNPMJX/=^WZEU$<[8S/8^#(4T57"&?[>NIEG\4\1.J* M9&0\J??ORO^+''_`-1-1_T,/>\!_(=_[=_;>_\`$I=E_P#N MRHO?O8@^U;[N8]^]^]^]^]^]^]^]^]^]^]^]^]^]],JLI5@&5@596`*LI%B" M#P01[Z(#`JP!!!!!%P0>""#P01[CU=)2U]+4T-=34]915E/-25E'5PQU%+5T MM1&T-135-/,KQ3T\\3E71@592000??O9>M];*;"RME,9&S8B9AY8Q=CCYG:P M0_G[61B`C']).D_V20CW3MLXV1JZB0G'R,/(@Y-)(S6"G\^!R0%/X/I/XOI> M?S;_`.5K6?%K/Y#O[HO"557\<-R5\3Y_#T[/5S]-;ER]>8(<9.NEICU_EZNH MBBQ=6[.:2HD%%.P8TDE3[V_=0_\`,0_^0G_Y)^W7K[_E[_\`5!_\>^S?_P#" M;#_N<_\`\MT_^;M[][&CV)'O:,]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]D\R7_%QK_\`J-JO^M\GLO%9_P`#*O\`ZB9_^MK>_F<=X?\`,ZNW M_P#Q*/8'_O69;W[W%1WC)*.Z$\$HQ4D?T)!'O`K,O*LRGZ74D?[U[#['9?*X M>5Y\3D\ABYI8_%)-CJVIHI9(M2OXWDII(G>/6H-B;7`/OWOG]Q4?\=YO^IK_ M`/1WOEYI?^.LG_);?\5]O']]]Z?\]?NC_P`_^6_^J_?O?1GG8$--*018@R.0 M0?J"";$>^C+(009'(/!!=B#_`*XO[PU&[]V5D$U+5[HW%54U1&T4]/49O)3P M3Q.+/'-#+4M')&X-B"""/?O>+WP]IWW[WR56=@J*S,Q`55!9F)^@`%R2??8! M8A5!9B0``"22?H`!R2?&NQ$DX&G[G-?9)&K"6.&J`T'W ML>,/A<=@J-:+'0"&(6,CFS35$EK&6HEL#)(?]L!P`!8>Q4Q^-H\73K34<0C0 M7QL^,'2_P`3.MZ#J_I+:--MO!4Y2JR^3F9: MW<^[\UXA'4;BW?GFCCJTMO+_BP5/\`RUIO^MZ>ZD/YX7_;NCMK_P`.GJC_`-^/MSW[VDNH M?^8A_P#(3_\`)/VP=??\O?\`ZH/_`(]]UQ?\)L/^YS__`"W3_P";M[][&CV) M'O:,]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]@AVY_ MP)P?_+"N_P"ME-[#+L#_`#^,_P"653_T/#[U2O\`A2'_`,?M\4/_``UNVO\` MW;;"]^]@][#SWK.>_>SDTO\`P&I_^6$7_6M?9BX/\Q#_`,LH_P#H0>_IW[&_ MX\G9_P#X:VW_`/W4TGOWO/[R^U3[][][][][][][][][][][][][][2._/\` MCTLS_P`L8/\`W,IO:?W3_P`6#(_\LXO_`')A]UP_S<_^W<_R>_\`#7VI_P"_ M(V7[][*[[`_WH"^_>S$=6_\`'M2?]K2J_P"M-+[%[8W_`!97_P"HZ?\`ZU0> M]U?_`(3^_P#9"F8_\3WV!_[S>PO?O8D>UE[O!]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]EV[2_P"/F3_M64O_ M`%MJ?80;X_XO2_\`4%!_T/-[TI_^%`7_`&77B?\`Q`O7_P#[T>_/?O:+PO\` MQ><3_P!K.@_]RHO:;QO_`!<:#_J-I?\`K?'[JY^*W_93_P`S>^S!^_I/>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>XM;608^CJ:ZI;1!2PR3RM^=,:EB%'Y=K6`_)-O>"IJ(J2GFJ9FTQ01O* MY_.E`38#\L?H!^3[0/:G9>T^F^MM\]K;ZKQC-H=?;7S&Z\_5^@RC'X:BEK)* M>CB=T^YR-"@O!2:AP];*G[CC\'[>!_P#DJ0$*GN.&J77UL/P?#$W^W<'\>[R?Y`/Q%_OYVMNKY9;OQGEVMU!]QM#K?[J'5 M3Y'L[/8P?QK*P:P\4O\`WE[][][][][ M][][][][][][][][][][][][][][][][][078>!_C&#>IA356XK75PV%VDI] M(^\A'Y-XU#@#DM&`/K[2N[L7_$,8TT:WJ:#541V'J:*P^XC'YY10P_)*@?GW M3Y_.F^(O^S)_%#);ZVSC/O.T/CS_`!3L/;GV\/DKLMLS[6+_`$D[9BTAI)// MA:"+*0QHK2S5>)BA2WF:_O9;/8,^]&KW[V8?K3.?Q'#'&3/JJL25C74?4]$Y M)IR/ZB$@Q_X*J_U]B]LO*?>8XT4C7GH"$%SRU,]S"1_7QV*?X`#^OO=0_D3_ M`"Q3NKXR3=%;FRKU/8/QTEIL'1+63AZO*=5Y>2IEV550:M#2Q;7EAJ,,R(K+ M34E+1:FO,H]^]B3[67N\CW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[V"';G_`G!_P#+"N_ZV4WL,NP/\_C/^653_P!#P^]4K_A2'_Q^ MWQ0_\-;MK_W;;"]^]@][#SWK.>_>SDTO_`:G_P"6$7_6M?9BX/\`,0_\LH_^ MA![^G?L;_CR=G_\`AK;?_P#=32>_>\_O+[5/OWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO! M5?\``:H_Y82_]:V]XI_\Q-_RRD_Z$/M+;Y_X\G>'_AK;@_\`=35^_>R;>RZ> M_F(>_>QAZC_X$YS_`)84/_6RI]B'U_\`Y_)_\LJ;_H>;WLQ_\)O/^/V^5_\` MX:W4O_NVW[[][&_V)OO:U]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]\)(XY4:.6-)8W%GCD571A_1E8%6'^O[X MNB2*4D571A9D=0RL/Z%6!!'MLS.$PVX\76X/<.)QF>PN2A--D7'RV/T^IO[VGY>J=OO< MQ5>6A)/`\]+(@'YX:CUG_DKVTR;$Q+7*5%?&?P/+`ZC_`^K_>?9-]Q?\` M">;X9Y-Y9\#V)\A]M22.ACIDW5L'+XR!`Q+JD.0ZV.39F!`!:L8"WT/OWO!_ MHFPW_.RR?_JK_P#4_O%_<''?\KM;_P!8/^O7M*?]`Z7Q@_Y_AWU_U-Z]_P#L M+]^]^_T38;_G99/_`-5?_J?W[^X.._Y7:W_K!_UZ]^_Z!TOC!_S_``[Z_P"I MO7O_`-A?OWOW^B;#?\[+)_\`JK_]3^_?W!QW_*[6_P#6#_KU[]_T#I?&#_G^ M'?7_`%-Z]_\`L+]^]^_T38;_`)V63_\`57_ZG]^_N#CO^5VM_P"L'_7KW[_H M'2^,'_/\.^O^IO7O_P!A?OWL3:2F6CI*6D1F9*6GAID9[:F6"-8E9K`#40O- MA:_M:T\*T\$%.I++!#'"I:VHK$BH"U@!?=\'76RJ#K;K[8G76*JZROQ>P M=F[8V5C:[(>$U]90;6PE#@Z.KKC3104YK*BGH5>7QHB:R=*@6'OWN1[S>UE[ M][][][][][][][][][][][][][][][][][][][][][#S,=+0?+#)";Z8U;A9"?K]?;C\5 M?Y+O0_Q-[ZV'\@=F=J=N;DW+L#^]'\-PNYY-FM@ZW^]6S-Q;*K/OABML8ZO/ MV]!N266+QS)^]&FJZW4^]B![5GNXWW[W[W[W[W[W[W[W[W[W[W[W[W[VVY;% M4>:H)\=71ZX)UX9;"2&1>8YX6(.B6-N0>0?H002##R%!3Y*DEHZI=44H^HL' MC<1^#]#<$CV!WR.^//6?RFZ@W;TKVQB3DMK;JI`(ZRE,,.;VSG M*;5)AMU[9KIH:A<=N#!U9$D$A1XI%UP3QRT\LT,GO8>?Z)L-_P`[+)_^JO\` M]3^TA_<''?\`*[6_]8/^O7NE[_H'2^,'_/\`#OK_`*F]>_\`V%^_>W7"]?T> M!KXLA0Y7)++'=7C?[8Q5$+$:X)E6%2T;V'Y!!`(L0/<_&[3I\55QU=+7U@=+ MJR-X?'+&;:HI`(P2C6_UP0".1[,-\7OY-W67Q&[@V]W/U+\@N]*7/8<2T.4P M^1DV--MW=^VZUX6RNUMST-+M2DEK3<_4^TEDMHTF3K)JV>LK!),5]*^'0BHH140-&2%` M7_;^Z:?DY_)>#8_CWWC=H8_&UD5:L]1/)#J,:3>+0'92H/./K&DC431SQS0Z/+%)'<:D\BNOJC9E/'T/ML MRV*I\Q2&DJ"Z*)$E22/3KC=+BZZE8>I&(/\`@?94OF3\0>M?FST[+TYV969K M#X^'ZFO\`H'2^,'_/\.^O M^IO7O_V%^_>UY@<-'@,)JGQZXUE;6T2^-$70)"S#CZL?:IQ M6-3%4:T4<\T\:.[1F;3J17.HH-"J-.LD_P"N?=NGQ"^,.%^'_2N*Z,VQOK>> M_=K;?S6=R>W:W?#XB3*86AS]6,G58&C;#8[%TG\+BS,U55Q@QZUDJY!?;E[,][][][][][][][][][][][][][][C5E+%74=713%Q#64T]+*4(5Q% M41-#(48A@'T.;&QY]X:F!*JGGII-0CJ(98)"I`;1,C1OI)!`;2W'!]H?L[K_ M``7;/6W875>Z7KX]L]F;'W9U_N*3%5$=)E(\%O/`U^W,N^-JIJ>KAIJ]T!_HMVU_QTRG_`)U0_P#U+[2?]QL+_JZ[_J?%_P!>/=.W M_0/[\%/^=QWW_P"C`VW_`/8%[][66$PM'@:%U%C<;3XJE%)3&0Q!WD!E8.^IS<\JJ"W']/=FOQ9^+W6WQ!ZGH^FNJ)] MS5.T:+.9K<$,N[W#V8SW M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WCFABJ(I()XTFAF1HY8I%#I(C@J MR.K`AE8'WPDC25'BE19(Y%*.C@,KJPLRLIN""#[9-R;;V_O';^:VGNS"XS<> MV=QXRMPN>P.:HH,CBTCMC:PVU7 MYQJ>37C\@:"2C5B3+`837>:G>_ZEC\ZZ6^I!YY!)3^$P0PM7E#$VJDJ_M7IP M3>2+QFJ\D37_`%!/(NEOR#SR/=Y]VUW=/>=+6[IW#FMQUE-2R[!^UIZK-Y*IR=1!3>;9\DOV\4M4534S M-I`N2>??O>+_`$38;_G99/\`]5?_`*G]X_[@X[_E=K?^L'_7KVGO^@=+XP?\ M_P`.^O\`J;U[_P#87[][]_HFPW_.RR?_`*J__4_OW]P<=_RNUO\`U@_Z]>_? M]`Z7Q@_Y_AWU_P!3>O?_`+"_?O?:]386XU9'*%;\A6I%)'^#&F8`_P"P/OL; M"QMQJK*XC\@&G!/^L3"P'^V]YJ;_`(3J?%=9X6J^Z_D!/2K(IGAIJSKJEGDB M!]:0U,NPZR."1A]&:*0`_P!D_3W[VY4_6.UX"#*E?66^HJ*PJ#_K_:1TI_VQ M'N9#LG!Q$:UJJBWXFJ"H/^O]ND!]C7LK^0M\`]JRPR9W%=M]E)$5+P;U[)FH M(J@!G8K,>N<1L"=0P8*?&\9LHM8W)][5N/P>(Q(_W'8ZDI&M8R1Q+YF%K6:= MM4SBW]6/M04F,Q]`/\CHZ>`_36D8\I%K6:5KR-Q_4^['^F?BC\;?CS&HZ6Z3 MZZZ]K!$T$F

W*$[IJ8&C,30UV[JY*O=&0B,9(TSUD@]3?ZHW][=?<[V8+W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[VA.R/\`CTZ[_EO0_P#N7%[2V\O^+!4_\M:;_K>GNI#^>%_V M[H[:_P##IZH_]^/MSW[VDNH?^8A_\A/_`,D_;!U]_P`O?_J@_P#CWW7%_P`) ML/\`N<__`,MT_P#F[>_>QH]B1[VC/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O;!FML8?<#T[Y2"29J59%A*3S0Z1*4+W$3KJN4'U]M M.2PF/RS1-71/(8`ZQE99([!RI:^AA>Y4>R>?*/X(?&OYD5^SLEWYL_+;HJ]A MT>9H=M28W=VYML+1TV?FQU1DTFCV_D\>E89I<5"090Q32=-KF_O;'_HWVG_R MHS_^=U7_`-??;9_%1551];!0`.?SP/:H50JJJ\!0%`_P`L/]X]VR8^AIL704.-HT M,=)CJ.FH:6-G:1DIJ2%*>!#(Y9W*Q1@7))/Y]^]\O??N7[][][][][][][][ M][][][][][][A9''TN5HI\?6HTE+4JJRHKM&6"NLBV="K+9T'T/N-64D%=32 MTE2I>"8`2*&9"0K*XLRD,+,H]A?W1TYL+Y`=8;LZ?[/Q=3FMA[VI*.AW%C*/ M)Y##5-734&4H,S3)%D\744M?2E*_&PL3'(I(4J>"1[][2/\`HWVG_P`J,_\` MYW5?_7WVG_[FX#_E6E_\Z9_^C_=<'_#'O\NC_GTNZ?\`T:_8_P#]D?OWM3XC M#4&"I#18V)HJ624^2145CJD9FL1&./I[>\?CJ3%P&FHT:.(R-*59WD M.M@H)U.2?HH]GQ^-WQDZ?^)O7L_5W2.`KMN;-J-QY+=4N/R&>S&XIVS66I<= M1UU0,AG*RNK5CDI\5`!&'T*5)`!)O[VZ>YWL?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O:8R^S\%G*L5N1II9 M:@1)`&2IGB'CC+LHTQNJW!<\_7VR9#;V+RDXJ:R%Y)A&L6I9I8QH0L5&E&`O M=C[(=\D?Y;'Q(^6/84/:/=VQ,WN/>5/MW&[5BR&/WSN_;L`PN)JLC64-.^V M^KMRT>XMF[BPFZL!5R]G]@U<5+FMO9.FR^+J):2IW!)354<%=1QLT_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>V[*XNCS-&]!7+(]+(R-)''-)"7,;!T#-$RL5#@&WTN![AUU#3Y&F:EJ@ M[0.RLZI(\>K0P902A!*A@#;^H]@K\@/C_P!;?)OK/*=0]MT.8RVPLY78FOS. M'PVX\UME\H^$K8\GCJ>NKL#64-;/0P9*GBJ#`7\;30QL02@]^]I7_1OM/_E1 MG_\`.ZK_`.OOMB_N;@/^5:7_`,Z9_P#H_P!U]?\`#'O\NC_GTNZ?_1K]C_\` MV1^_>U9C,918BCBH,?#X::'6434SL6D=I'9W5V6,)&NF-$1?>Y_N5[%[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WT0&!5@"""""+@@\$$ M'@@CWT0"""`018@\@@_4$?D'WBG@@JH)J:IABJ*:HBD@J*>>-)H)X)D,XA'!3QEK(BC2J@`<#W[VYXC:&#P=7][C8)X)S$\+$U=1(C1N5+*\QT^./\M?XF_$_ ML-NT.CMG[HVINZ7!9+;-74S]A[US5!D,'E9*2HJ\?D,3F,S68ZL@^[H()TUQ MDQSP(ZD,H/OWM3^WOV?/W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[VP9K;&'W`].^4@DF:E6182D\T.D2E"]Q$ZZKE!]?;3DL)C\LT3 M5T3R&`.L9662.P_P`NC_GTNZ?_`$:_8_\`]D?OWM%1551];!0`.?SP/:H50JJJ\!0%`_P``+#_>/=LF/H:;%T%#C:-#'28Z MCIJ&EC9VD9*:DA2G@0R.6=RL48%R23^??O?+WW[E^_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>^+J'1D;E75E8?2X8$'G\<'WTRAE96Y#`J1_@18_[Q[B9"AILI05V-K$,E M)D:.IH:J-7:-GIJN%Z>=!(A5T+12$7!!'X]^]H;_`$;[3_Y49_\`SNJ_^OOM M+_W-P'_*M+_YTS_]'^ZF_P#ACW^71_SZ7=/_`*-?L?\`^R/W[V^87;&'V^]0 M^+@DA:J6-9B\\TVH1%REA*[:;%S]/;GC<)C\2TK4,3QF<(LA:622X0L5MK8V ML6/LUGQ<^"'QK^&]?O')=![/RVUZO?E'AJ'PM[V_^W;VTMO+_B MP5/_`"UIO^MZ>ZD/YX7_`&[H[:_\.GJC_P!^/MSW[VDNH?\`F(?_`"$__)/V MP=??\O?_`*H/_CWW7%_PFP_[G/\`_+=/_F[>_>QH]B1[VC/?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O:$[(_X].N_Y;T/_`+EQ>TMO+_BP5/\`RUIO^MZ> MZD/YX7_;NCMK_P`.GJC_`-^/MSW[VDNH?^8A_P#(3_\`)/VP=??\O?\`ZH/_ M`(]]UQ?\)L/^YS__`"W3_P";M[][&CV)'O:,]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]H3LC_`(].N_Y;T/\`[EQ>TMO+_BP5/_+6F_ZWI[J0_GA?]NZ. MVO\`PZ>J/_?C[<]^]I+J'_F(?_(3_P#)/VP=??\`+W_ZH/\`X]]UQ?\`";#_ M`+G/_P#+=/\`YNWOWL:/8D>]HSW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MVA.R/^/3KO\`EO0_^Y<7M+;R_P"+!4_\M:;_`*WI[J0_GA?]NZ.VO_#IZH_] M^/MSW[VDNH?^8A_\A/\`\D_;!U]_R]_^J#_X]]UQ?\)L/^YS_P#RW3_YNWOW ML:/8D>]HSW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[VD][8RNR^WJJAQT'W M%5)+2LD7DABU+'41NYUSR11C2JD\GGVP;FHJG(8B>EHXO-.\D#*FN..X2568 MZI71!91_7W79_-1Z)[5^2'PN[#ZFZ7VM_?/L#.Y_KZMQ6`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` end GRAPHIC 19 hyattbrandlogo.jpg GRAPHIC begin 644 hyattbrandlogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^%!(&AT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O"UD969A=6QT(CY(65-" M7TPP,#%A7U)?,6,\+W)D9CIL:3X*("`@("`@("`@("`@/"]R9&8Z06QT/@H@ M("`@("`@("`\+V1C.G1I=&QE/@H@("`@("`\+W)D9CI$97-C&UL;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O(@H@ M("`@("`@("`@("!X;6QN&UP.DUE=&%D871A1&%T93X* M("`@("`@("`@/'AM<#I-;V1I9GE$871E/C(P,3(M,#(M,314,C$Z,#DZ,31: M/"]X;7`Z36]D:69Y1&%T93X*("`@("`@("`@/'AM<#I#&UP.D-R96%T;W)4;V]L/D%D;V)E($EL;'5S=')A=&]R($-3-3PO M>&UP.D-R96%T;W)4;V]L/@H@("`@("`@("`\>&UP.E1H=6UB;F%I;',^"B`@ M("`@("`@("`@(#QR9&8Z06QT/@H@("`@("`@("`@("`@("`\&UP1TEM9SIH96EG:'0^,30X/"]X;7!'26UG.FAE:6=H=#X*("`@ M("`@("`@("`@("`@("`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`P6%-O2BM+42M(22]%5#)(>7A6-U(U83!#,3!(4G)F5&)F9C!X5V%4=3AJ M9F)C+TTY4&)B27!94"MD3W9E)B-X03ML6E=U:5)..&1Y9G)&>4(O=G1$4D%F M.$%79F8O04=/14E,0DY9.&]81VYE5CE*,71Q;C8K5SE:1#!4;#A53E`Y9$%4 M:%8W0BM81W9F)B-X03MP:GET8E!),TLV=%`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`@("`@("`@("`@("`\+W)D9CIL:3X*("`@("`@("`@("`@/"]R9&8Z06QT M/@H@("`@("`@("`\+WAM<#I4:'5M8FYA:6QS/@H@("`@("`\+W)D9CI$97-C M&UL;G,Z>&UP34T](FAT='`Z+R]N&%P+S$N,"]M;2\B"B`@("`@("`@("`@('AM;&YS.G-T4F5F/2)H='1P.B\O M;G,N861O8F4N8V]M+WAA<"\Q+C`O7!E+U)E&UP+FEI9#HP.#@P,3$W-#`W,C`V.#$Q.$,Q-$$Q1$0V,4,X M1#@S-SPO>&UP34TZ26YS=&%N8V5)1#X*("`@("`@("`@/'AM<$U-.D1O8W5M M96YT240^>&UP+F1I9#HP.#@P,3$W-#`W,C`V.#$Q.$,Q-$$Q1$0V,4,X1#@S M-SPO>&UP34TZ1&]C=6UE;G1)1#X*("`@("`@("`@/'AM<$U-.D]R:6=I;F%L M1&]C=6UE;G1)1#YU=6ED.C5$,C`X.3(T.3-"1D1",3$Y,31!.#4Y,$0S,34P M.$,X/"]X;7!-33I/&UP34TZ1&5R:79E9$9R;VT@&UP34TZ1&5R:79E9$9R;VT^"B`@("`@("`@(#QX M;7!-33I(:7-T;W)Y/@H@("`@("`@("`@("`\7!E/2)297-O=7)C92(^"B`@("`@ M("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI M9#HP,3@P,3$W-#`W,C`V.#$Q.#`X,T4S,CDQ138T034Q03PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^&UP+FEI9#HP,C@P,3$W-#`W,C`V.#$Q.#`X,T4S M,CDQ138T034Q03PO7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#I& M0S=&,3$W-#`W,C`V.#$Q.$,Q-$9#.#DQ13,U.3%$13PO7!E M/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^ M&UP+FEI9#HW-S4Y,$4Y-S,X,C`V.#$Q.$,Q-$9#.#DQ M13,U.3%$13PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@ M("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^ M"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P M;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA M8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C M7!E/2)297-O=7)C M92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HP-S@P,3$W-#`W,C`V.#$Q.$,Q-$0Q1D4Y.$9$,41$,3PO M7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HP.#@P,3$W-#`W M,C`V.#$Q.$,Q-$$Q1$0V,4,X1#@S-SPO&UP;65T83X*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H\/WAP86-K970@96YD/2)W(C\^_^X`#D%D;V)E`&2``````/_; M`$,``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0("`@("`@("`@("`P,#`P,#`P,#`__``!0(!!,'#P0!$0`"$0`#$0`$$0#_ MQ`#2````!@(#`0`````````````'"`8%!`D#"@(!``L0``(!`P0!`P,"`P,# M`@8)=0$"`P01!1(&(0<3(@`(,11!,B,5"5%"%F$D,Q=2<8$88I$E0Z&Q\"8T M<@H9P=$U)^%3-H+QDJ)$5'-%1C='8RA55E<:LL+2XO)D@W23A&6CL\/3XRDX M9O-U*CDZ2$E*6%E:9VAI:G9W>'EZA8:'B(F*E)66EYB9FJ2EIJ>HJ:JTM;:W MN+FZQ,7&Q\C)RM35UM?8V=KDY>;GZ.GJ]/7V]_CY^O_:``X$`0`"``,`!``` M/P#?X][_`![W^/>_Q[][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][UL?YGO\`,]^5/Q5^5.6ZDZDRVR:/9]'LG9N=AASNS:/-UXK\W1U$ MU@ZQ_]%OCO_JSW[W[W[W[_ M`(?-^>W_`#T'6/\`Z+?'?_5GOWOWOWNUW^4A_,2^27S%[I[)V/W3D]HUV!VQ MU<^Z\5'M[:E+@*E,NN[-NX@//4P3RM-!]EDI1H(`U$'\>_>_>_>[_??O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O:)[*SM?M?KG?^YL4T293;NR=U9W&O/$)H5K\1@J_(4;30L0) M8EJ*=2RGAAQ[][][][TV_P#A\WY[?\]!UC_Z+?'?_5GOWOWOWOW_``^;\]O^ M>@ZQ_P#1;X[_`.K/?O?O?O?O^'S?GM_ST'6/_HM\=_\`5GOWOWOWOW_#YOSV M_P">@ZQ_]%OCO_JSW[W[W[W[_A\WY[?\]!UC_P"BWQW_`-6>_>_>_>]I[X&= MR[V^0?Q'Z7[C[&GQU3O7?&$S==GI\3CX\5CI*B@W?N+#4YIJ")WCID%#C8@0 M";L"?S[][][][-Y[][][][][][][][][][][][1G8M!O;)[$W=0=;9[';8[` MJ=OY--EY[,8V/,8?&;F%+(^&GS&,D_X&XDURHM2BD2&!FT$/I(][][][U`]] M?SE_YCW6N\]T]?;VJNN<#N[9>?RFV=R8>KZVQ?GQ^8PU9+0UU,7CKGBFC6>$ MZ)8V:.5"'1F5@3[W[W[VE/\`A\WY[?\`/0=8_P#HM\=_]6>_>_>_>_?\/F_/ M;_GH.L?_`$6^._\`JSW[W[W[W[_A\WY[?\]!UC_Z+?'?_5GOWOWOWOW_``^; M\]O^>@ZQ_P#1;X[_`.K/?O?O?O>6#^>A\\XYH9)&OCE1)5&DE65@#P0??O?O?O>VO\`%_Y"[.^4O1FP.[MDRQIC]X8B.3*X M?SK/5[7W11$T>Y=K9$Z8W%7A,O%+$KLB"I@\=1&#%+&Q][][]['[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[V6KY=?);:7Q*Z"WWW9NPP5+;?H/LMJX"6?P3;MWME` M]/MC;-+HU3G[ZN'DJ7C5VIJ&&>H(T0L1[W[W[WJ=M_/.^>I)(S_6"@DD*O6^ M/LH)_2-5:S6'^))]^]^]^]]?\/F_/;_GH.L?_1;X[_ZL]^]^]^]^_P"'S?GM M_P`]!UC_`.BWQW_U9[][][][]_P^;\]O^>@ZQ_\`1;X[_P"K/?O?O?O?O^'S M?GM_ST'6/_HM\=_]6>_>_>_>S9_"?^9'_,>^8OR#V=T]@=P]Y M8>M,6R[3Z_Q-13_Q_+C75M&V0G$\='01L"LN0JH5?3&7=?>_>_>]J?W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[VA.T M.Q-M]1]<;Z[1WA4_:;8Z^VGGMX9R96C$S8[`8VHR4]/2+(R+/7UBT_BIX@=4 MT[HB@LP'OWOWOWO0>WO\_OF5O3>>[-WI\F^_ML)NC<>:W!'MK:O_>_>_?[.Q\S/^\M_DY_Z/OM3_[*_?O?O?O>U5_) M4^7.XOD9\>=Q["[+W=F-X]K=+[E>DR6?W1E\EG=T;CV3O"6NS&ULSF,UEZFJ MKLM6461AR6-+L[M%2T5,'-W4M[W[W[W5QT=17[OV[AJ@U-!*Z1U*&AR4H`)%F(/X]^]^]^]ZL/_#Y MOSV_YZ#K'_T6^._^K/?O?O?O?O\`A\WY[?\`/0=8_P#HM\=_]6>_>_>_>_?\ M/F_/;_GH.L?_`$6^._\`JSW[W[W[W[_A\WY[?\]!UC_Z+?'?_5GOWOWOWOW_ M``^;\]O^>@ZQ_P#1;X[_`.K/?O?O?O?O^'S?GM_ST'6/_HM\=_\`5GOWOWOW MOW_#YOSV_P">@ZQ_]%OCO_JSW[W[W[W[_A\WY[?\]!UC_P"BWQW_`-6>_>_> M_>_?\/F_/;_GH.L?_1;X[_ZL]^]^]^]^_P"'S?GM_P`]!UC_`.BWQW_U9[][ M][][]_P^;\]O^>@ZQ_\`1;X[_P"K/?O?O?O?O^'S?GM_ST'6/_HM\=_]6>_> M_>_>_?\`#YOSV_YZ#K'_`-%OCO\`ZL]^]^]^]^_X?-^>W_/0=8_^BWQW_P!6 M>_>_>_>_?\/F_/;_`)Z#K'_T6^._^K/?O?O?O?O^'S?GM_ST'6/_`*+?'?\` MU9[][][][]_P^;\]O^>@ZQ_]%OCO_JSW[W[W[W[_`(?-^>W_`#T'6/\`Z+?' M?_5GOWOWOWOW_#YOSV_YZ#K'_P!%OCO_`*L]^]^]^]^_X?-^>W_/0=8_^BWQ MW_U9[][][][M=_E(?S$ODE\Q>Z>R=C]TY/:-=@=L=7/NO%1[>VI2X"I3+KNS M;N(#SU,$\K30?99*4:"`-1!_'OWOWOWN_P!]^]^]^]^]^]^]^]^]^]^]^]UY M_P`SWY(=F_%7XK9;MOJ2JP]'O"CWMLW!0S9W$19N@%!FZRHAKE:AFDC1I62, M:6O=3[][][][UL?^'S?GM_ST'6/_`*+?'?\`U9[][][][]_P^;\]O^>@ZQ_] M%OCO_JSW[W[W[W[_`(?-^>W_`#T'6/\`Z+?'?_5GOWOWOWOW_#YOSV_YZ#K' M_P!%OCO_`*L]^]^]^]^_X?-^>W_/0=8_^BWQW_U9[][][][]_P`/F_/;_GH. ML?\`T6^._P#JSW[W[W[W[_A\WY[?\]!UC_Z+?'?_`%9[][][][]_P^;\]O\` MGH.L?_1;X[_ZL]^]^]^]^_X?-^>W_/0=8_\`HM\=_P#5GOWOWOWOW_#YOSV_ MYZ#K'_T6^._^K/?O?O?O?O\`A\WY[?\`/0=8_P#HM\=_]6>_>_>_>_?\/F_/ M;_GH.L?_`$6^._\`JSW[W[W[W[_A\WY[?\]!UC_Z+?'?_5GOWOWOWOW_``^; M\]O^>@ZQ_P#1;X[_`.K/?O?O?O?O^'S?GM_ST'6/_HM\=_\`5GOWOWOWOW_# MYOSV_P">@ZQ_]%OCO_JSW[W[W[W[_A\WY[?\]!UC_P"BWQW_`-6>_>_>_>_? M\/F_/;_GH.L?_1;X[_ZL]^]^]^]^_P"'S?GM_P`]!UC_`.BWQW_U9[][][][ M]_P^;\]O^>@ZQ_\`1;X[_P"K/?O?O?O=R7\H+YZ_(/YF[C[SQG=N1VM74NP< M)L.NV\-N;9IMOO'4;@K]T4^1-6]/-*:I6CQ,.@&V@@_U]^]^]^]WD>_>_>_> MP+^1'R0ZB^+76^2[3[FW1#MS;=%(*.@IHH_O,]N;-RPS34>W=L8>-UGRV:K5 M@]^]^]TW8[^8-_,E^7=3/DOA#\2,/M7J>2>>GQW9O< M+Q&;)PPLT)R%#DLQN3:6T)&CEXFI,?#GGAD&DS,`U_>_>_>W;,=T?SRNDXFW M3O+H/IGO3:E(B5&9Q.PX*6OW%#2HTAGBQ&-VKNO&;FGKWCCN&AQ651=0_;)N M![W[W[V=#X2_S+NG/F/55FQ),3E>H>^<'#6R9_IW>$_EKI5Q;:6EHLE3:)&DI1"GF;WOWOWNQ_W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WI2_SS?^R]MP?^(Q MZW_]UU9[][][][IY]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]W]_\`">K_`+*9 M[K_\05+_`.]_LWW[W[W[WMR^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>PQ[L_YDSVY_P"(QW[_ M`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`$][ M][][M`]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]T"?S\?DI_<;H[9?QNP%?X]P=T9A-Q[QBB;]RGZYV36T]72TDX!1 MX?[Q;T6D:%P6#Q8JIC868>_>_>_>]1KW[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W9)_*C^2O\`LM7S(Z\R.7R/V.Q.SY1U-OLSU7VV/I\?NVLI(L#G M*QY":6&+;V[(*&IEG_>_>][SW[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W7=_-B_[=Z?)?_PV-K_^ M_$V=[][][][T,/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=_?_``GJ M_P"RF>Z__$%2_P#O?[-]^]^]^][;_V0 M3N#_`,2=UO\`^[&L]^]^]^]Z4OOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWO9)_X3J?\?G\J/\`PV.J/_=KOOW[W[W[WM+^_>_>_>];_8^SE_FO?S$. MT=Z]F%LU\2_A]DY-F[*V4\E2N$WGGAE*VCI6JXU\4%91[LRFWJK+Y1^)I,=! MCL?*KPMJ7WOWOWL4OD]W_P#/`_/6W<+AL)-(F&GKJ6ADK*N'&[9V)GFH89JM!*]!6--`A, MK)XD=A[W[W[WR^<'3V,^1WQ>GP31T];E]NX9 M8ZGH@R$J*U=AJ2:GG256IHH?>_>_>[B_A_\@*'Y1_& MSJ7O*E@AHZO>VV4;<6.I]0@Q>\,'65>W=XXZG60F84--N7$U0IB]FDI3&Y_4 M/?O?O?O9E/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O>E+_`#S?^R]MP?\`B,>M_P#W75GOWOWOWNGGW[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W?W_PGJ_[*9[K_`/$%2_\`O?[-]^]^]^][[/^9,]N?^(QW[_P"\KEO?O?O?O?S;??O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O>^?\`RG?^W>GQH_\`#8W1_P"_$WC[][][][L1 M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]L^XMO83=N`S>UMS8NCS>W=R8G(X+/ M8;(PK44&5P^6I):')8ZM@?TS4M91SO&ZGZJQ]^]^]^]Z"W\P/X?YOX8?(G2*66"6.>"22&:&1)89HG M:.6*6-@\_>_>_>]Z_\`E9?,Z/Y@_&[%5&YLG#4]R=6+ MC]E=I0--JK\I-%2NNV]]S1M9O'O7&T;R3.`$.3IJQ4"HBCW[W[W[W9;[][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][J8_F[?-D?%+X^3[.V7EOM.Z^[*7)[8V<])*OWVU-LK'%3[OWRP219J M2>DHJP4>,E!5AD:E9DUBEE4>]^]^]Z0WOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWN^'^21\&U[G[1?Y/=BX@5'673>:CBV1CZ^F#T>[^U:>&*LHZO3 M(")\;U]'/#7,18/DY*0`LL51'[][][][V_\`W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WTS*JEF(55!9F8@*J@7))/ M``'OWOWOWOY_O\Q3Y)'Y4?+?M3LR@KOOMF4.4&Q>MFCE:6D&PMFO-C,17T6L MEHX-S5GW.99+^B;)2`6%@/>_>_>R1>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>^U8J0RDJRD,K*2"I!N"".00??O?O?O>_W_+D^27^S3?$7JSL;(5Q MKMYXK&_W`[(DD,9J6WWLR&FQV4R%6(B8HYMRT#4N7"K8+'D%%EMI'O?O?O9Y M/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O==W\V M+_MWI\E__#8VO_[\39WOWOWOWO0P]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]W]_\`">K_`+*9[K_\05+_`.]_LWW[W[W[WMR^_>_>_>_>_>_>_>_> M_>_>_>Z>?YYO_9!.X/\`Q)W6_P#[L:SW[W[W[WI2^_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>]DG_A.I_Q^?RH_P##8ZH_]VN^_?O?O?O>TA5"J-+4 MBB:!*TP3"D:J222E6J,;?;M4QPO%*\`EL7"LK%;@$'GW[W[W[W1-_P`)^WI! M\6NYJ:I-MV0_)#<+Y^*I$HRT=))UUUO'C3D5F`F&K)09$+K]7E66_/OWOWOW MLO/RMV/\@^POYR%9MSXR=HX?J#M.7H#"5=)O/.T@K:"#"TN"E;,8]H&P&Y`9 M:^%E53]J;$?J7W[W[W[V76LVU\_ODY\I-X?RX_DS\PIMJ+`)_>_>]DS,=8;`Z M'^&NZ>J,9.-)ZFI?Q^( M2RL0@2RCWOWOWLB/\BB++Q_!"@?):OLY^VNQ9=OZD51_"`<)!-H(1#(O\>AK M>26.JXO8!1[W[W[W+Q8K?-!2+22:G$458E+4N&%,%/O M?O?O>ASD1H@`'DD@ M:GU+'427][][][W[L/E\7N#$XO/8/(T>7PF;QU%E\/EL=415>/R>+R5-%6X_ M(T-5"SPU-'6TDR212(2KHP()!]^]^]^]N/OWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWM,;UWGMGKK:&Y]^[TR]+@-I;-P64W+N3 M-5A?[;&87#4ZMB])= M?PC^.;RRJT]3E9X9)L=MG`TB-5Y_=.7\14KC<%BH9)W4,KSNJPQWEEC5O>_> M_>_H,=(=-[(^/W5&QNF^NL><=M#86#@PV,20J]76RZY*O*9G)RHJ)49?/9:I MGK:N0*JO4SNP500H][][][%3W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W6I_-C^2A^-OPU[`K,1D#1;Z[5'^B/8Y@F M$=;3U>[**M&X\U3E2:BG.#V?2U\L50@_9KFIAJ5I%/OWOWOWO1*]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]WY_P`A'Y*#8/>^ M\?CGGZ](=O=VX8YO::3L^B#L;9%'5UK4E,;B"G_O%L]JWRL_,LV-I8U]3`-[ MW[W[WMV^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>Z[OYL7_;O3Y+_^&QM?_P!^)L[W[W[W[WH8>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>[^_\`A/5_V4SW7_X@J7_WO]F^_>_>_>]N7W[W[W[W[W[W M[W[W[W[W[W[W3S_/-_[()W!_XD[K?_W8UGOWOWOWO2E]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^][)/_"=3_C\_E1_X;'5'_NUWW[][][][VE_?O?O M?O>M_%NZ?^4M_,-[%DWO1Y&D^&WS'RDFYL9N6CHY:C%[$W6^2ER=1)]I1Q2& M*#8F7W#6TE524ZM428&NI*E1-)`(#[W[W[V=O!_'KLK_P!F^_>_>_>]N7W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V&/=G_,F>W/_`!&._?\`WE?8&^(OE[USB"NS.Q\E!B^W:&@IW,.W>PYTT8[= MTJ1%DIL;OJ&+Q5,FA(TR\6IW:;((/?O?O?O>O1[][][][][][][][][][][] M[][][][][][][][][VR_Y%?S4;?^PLE\1^P,L)-W=8X^;/=45E=4DU&-IV+3UNQLC5*].BL6;%52HD:Q4#L?>_>_>]A7W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WK)?SX/FJ%3&?##K[+DF08K= M_>=513$*%#P979/7\[(XUDLD6:KXRMA_N/TL3YD'O?O?O>L9[][][][][][] M[][][][][][][][][][][][][][W/?Y,_P`&_P#9;^E3W7V!B#3=S=X8JAKA M2U]-&E?L;K5G6OV]MQ=8:HI,EN0^/*9-"R$?Y)3R1K+2.6][][][NC]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]Z9G\\KY*?Z7_E12]08*O^XV=\>R.SMGU;4.Y]@[IP>[<'4*\B*,C M@*>,G3+"[(P*L0?>_>_>_HN=,]I[;[PZGZ[[>VC*DF MW>Q=HX3=F.C$\=3)0C+4,5158FKEC55&1PM:TE)5)I5HZB!T8`J0/>_>_>Q, M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]UW?S8O^W>GR7_ M`/#8VO\`^_$V=[][][][T,/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO=_?_">K_LIGNO\`\05+_P"]_LWW[W[W[WMR^_>_>_>_>_>_>_>_>_>_>_>Z M>?YYO_9!.X/_`!)W6_\`[L:SW[W[W[WI2^_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>]DG_`(3J?\?G\J/_``V.J/\`W:[[]^]^]^][2_OWOWOWL(N\ M.B>J?D;UYE^KNX]H8[>.S\OHE:DK!)!78O(P!Q1YK`Y:E>'(X/-T/D815--) M'($=XV+1R2(WO?O?O=+U/_*V^;/QAR&1/P(^;,^W-E5E9+D*;KCMR*H;$8V6 M2:21_P!B+;._]EYG(RII#U?\!QKS'TR>E=7OWOWOWO/7_$3^=#W93?W;[E^; M_7O7>RZIFI,HW6%*,9NF2E>FAAJ9(QL'K7K:HR-+6J6#P3YZ%"Q<:%C8`^]^ M]^]GV^%?\N'H/X4TE1F-IT]=OKMC,4CTFX>W-X14\FX9J:_V;[][][][VY??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O88]V?\R9[<_\1COW_P!Y M7+>_>_>_>_FV^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]\_\`E._] MN]/C1_X;&Z/_`'XF\??O?O?O=B/OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWL/^U>L-F=T=<[RZJ[#Q,6.KHYF M23[3*8VJ2.II*A1KIJJ&.5+,@/OWOWOWOY]GRP^-F\_B;WMO?I3>D/Q9.A33/&CR"EK8IZU_\/W=L'<%'GL6[ MF7[2L6!C'7X?)QPR0R5&'SN-EFHZR(,OEI9Y$N+W]^]^]^]_0E^.G>^S/DOT MOL'NS81+HZD M^]^]^]C7[][][][][][][][][][][][][][][][][][][][*K\T/E%MCX@?' MO?'8JR#49',YJMFK\A5.% M"QQB6IG8JB!4C6RJ`H`'O?O?O:7]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]V] M_P`H'X-_[-1WFO8V_,0*KI#I/(8W,[A@KJ:1\=O;>A)K-L[(76%IJVB@D@&0 MR\?[B_9QQ4\J!:U&'O?O?O>[+[][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][`GY.=Y83XV=!=J]WY[[:2FZ^ MVED,MCZ&JD:*',[EJ/'C-I;?:1&5T.X-T5U'1!E-U,]_Q[][][][^=AN7<6: MWAN//[MW)D)\MN+=.;RNXL_E:IM=5D\UFZZ?)Y7(5+``-/6UU3)(Y_+,??O? MO?O;)[][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][VQ?Y`?R4.Z^J^P_C#GZ]IFT\U%%!F=L;LPF-W'M[+0P5,- M9##D\+F*:LQM?%#5T\]^]^]@+_LD_PS_[Q(^,?_HA.J__ M`+%/?O?O?O?O]DG^&?\`WB1\8_\`T0G5?_V*>_>_>_>_?[)/\,_^\2/C'_Z( M3JO_`.Q3W[W[W[W[_9)_AG_WB1\8_P#T0G5?_P!BGOWOWOWOW^R3_#/_`+Q( M^,?_`*(3JO\`^Q3W[W[W[W[_`&2?X9_]XD?&/_T0G5?_`-BGOWOWOWOW^R3_ M``S_`.\2/C'_`.B$ZK_^Q3W[W[W[W3-_/)^/'0'4GQ-Z]W'U5T9T[UEN&M^1 M.T\)69[K[K+96S,S5X:IZU[;KZC$5.4VYA,;73XN>NQM/,].\AB:6GC_>_>]53W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V,WQQQ>,SGR&Z'PF;QU!F M,-F.YNK\7EL3E*2GR&,RF,R&]\'25^.R-!5QS4M=05U+,\4T,J-'+&Q5@02/ M?O?O?O>^]_LD_P`,_P#O$CXQ_P#HA.J__L4]^]^]^]^_V2?X9_\`>)'QC_\` M1"=5_P#V*>_>_>_>_?[)/\,_^\2/C'_Z(3JO_P"Q3W[W[W[W[_9)_AG_`-XD M?&/_`-$)U7_]BGOWOWOWOW^R3_#/_O$CXQ_^B$ZK_P#L4]^]^]^]^_V2?X9_ M]XD?&/\`]$)U7_\`8I[][][][]_LD_PS_P"\2/C'_P"B$ZK_`/L4]^]^]^]K M_KSX_P#0W4>3K=;;-V7D\AC#40U9QU;7[;PN-JJ MJ@-531R^&1VC\D:M:Z@CWOWOWL7??O?O?O?O?O?O?O?O?O?O?O:.WUUWU_VA M@)-J=E[&V=V)M>:JIJZ7;>^MLX7=N`EK:)F>CJY,/GZ+(8YZJD=B8I#&7C)) M4CW[W[W[V"G^R3_#/_O$CXQ_^B$ZK_\`L4]^]^]^]^_V2?X9_P#>)'QC_P#1 M"=5__8I[][][][]_LD_PS_[Q(^,?_HA.J_\`[%/?O?O?O?O]DG^&?_>)'QC_ M`/1"=5__`&*>_>_>_>_?[)/\,_\`O$CXQ_\`HA.J_P#[%/?O?O?O?O\`9)_A MG_WB1\8__1"=5_\`V*>_>_>_>_?[)/\`#/\`[Q(^,?\`Z(3JO_[%/?O?O?O> MKO\`ST^I^K.H_D-U%A.J.M-@=8X;)=,QY3(XGKS9NW=EXS(9,[WW72'(UM!M MO'8VEJJ\TM-'%YI$:3QQJM[*`/>_>_>Z0_?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O=JO\FSKOK_M#YKX/:G9>QMG=B;7FZ[W_`%TNV]];9PN[_>_>_>_?[)/\,_^\2/C'_Z(3JO_`.Q3W[W[W[W[_9)_AG_WB1\8_P#T M0G5?_P!BGOWOWOWOW^R3_#/_`+Q(^,?_`*(3JO\`^Q3W[W[W[W[_`&2?X9_] MXD?&/_T0G5?_`-BGOWOWOWL2>NNC.D^GYLK4]2=/=6=6U&=BI(,W/UUU]M+9 M,V9AH'GDH8_P!F^_>_>_>]N7W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V&/=G_,F>W/_`!&._?\`WE`2C@0Y#> M>R%4UNZ-D.4TS5E7#'"CZS*;9VHU M'.6H-V;L\D=-O#?#Z#XJR":LI/L,9)>2/["F\\17[R8'WOWOWNI+W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[V(?4W5N].[>RME]3=>8LYG>F_<_1;>P-"7,4'W M56Y,M975`1Q1XK&4B25-74,"E/2PR2-Z4/OWOWOWOZ"7Q1^-VS/B=T5LCI/9 M2+-3[%!;RY*N!$,;,YIJ..&G5BD2^_>_>_> MS%^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>]9S_A0/\E#!1]5_%/;V0(DKBO;G9$5/,+?:025^#V#A:HQ% MBPGJDR5?-3R%=)AHIM)U(P][][][U@O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO=O_`,9?Y>4O_>_>_>\OOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWN MBO\`X4%?]D9]9_\`BSFS/_?5]T>_>_>_>]//W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[V.OQ=_[*9^.O\`XG7J/_WO]O\`OWOWOWOZ-?OWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWO4:_X4*_]E,]*?\`B"HO_>_WE[][][][H$]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]W#?R,O^R]MO_P#B,>R/_==1^_>_>_>]UKW[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WI2_SS?^R]MP?^(Q MZW_]UU9[][][][IY]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]W]_\`">K_`+*9 M[K_\05+_`.]_LWW[W[W[WMR^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>PQ[L_YDSVY_P"(QW[_ M`.\KEO?O?O?O?S;??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>^?_*= M_P"W>GQH_P##8W1_[\3>/OWOWOWNQ'W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WI>?SEO@Z?C;W;_IFV#B#3=,=XY6 MMR"0TD"QX_9?9DHGR.X]JJL1,=+C\['')E<8MHUT&JIXD$='<^]^]^]TQ>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>\]+55-#4TU;15,]'64<\-525=+-)3U-+ M4T\BRP5--/$R2P3P2H&1U(96`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`,6_>_> M_>_>_>_>_>_>_>_>_>_>_>_>QU^+O_93/QU_\3KU'_[W^W_?O?O?O?T:_?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O>HU_PH5_[*9Z4_P#$%1?^]_O+W[W[W[W0 M)[][][][][][][][][][][][][][][][N&_D9?\`9>VW_P#Q&/9'_NNH_?O? MO?O>ZU[][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[TI?YYO_`&7MN#_Q&/6__NNK/?O?O?O=//OWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWN_O_`(3U?]E,]U_^(*E_][_9OOWOWOWO;E]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ACW M9_S)GMS_`,1COW_WEW0O:6]^H.Q<;_``O>.PL[58++P(9'I*GPZ9:++8R>6.%ZO#YO M'2Q5E',47S4L\;V&JP][][][#'W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V?[^ M6U\PZSX:_)3;F\\G4U+=7;R$.R.V\;&T\D?]U62F6IIHRGW+,/>_>_>]]>@KZ+*T-%E,95TU?CP=I=4;$W=V5OS+P M8+9VQ]OY/K_`+#:.WY9A,FT]BXIY:?:^VX3':`RT="? M+5R1A4J:^:>?2#*??O?O?O99O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=CG\L M;X55GS-^1&-Q.=HJC_0[UN. M5,?!63QMKA4'WOWOWO>ZH:&BQE%28W&TE+C\=CZ6GH:"@H:>*DHJ*BI(D@I: M2DI8$C@IJ6F@C5(XT541%```'OWOWOWN5[][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][IK_G=?)0=+?$FHZQ MPF0%+O7Y$Y.;8].D4S15E/L#%+2Y+L7(1`&TE-5TD]'AIT8$-#F6(Y6X][][ M][TL_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=T_\`(V^.;=N?+&7MG,4!J-H? M'O!G<_ED1VII]_[D2MPNR*)R`%\E)"F1RD9#72?&Q7!#'W[W[W[WN<^_>_>_ M>];-1``!2??O?O?O>JO[][][][][][][][][][][][][][][][N-_DE? M)0])_+FCZWS5>U/LKY#XZ'8-5$[(M+!ORAFFR'7>1DU%9#/45TM7B(E6X9\P M"P.D%?>_>_>]U/W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W17_ M`,*"O^R,^L__`!9S9G_OJ^Z/?O?O?O>GG[][][][][][][][][][][][][][ M][]['7XN_P#93/QU_P#$Z]1_^]_M_P!^]^]^]_1K]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]ZC7_"A7_LIGI3_P`05%_[W^\O?O?O?O=`GOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWNX;^1E_V7MM__`,1CV1_[KJ/W[W[W[WNM>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]*7^>;_V7MN#_`,1C MUO\`^ZZL]^]^]^]T\^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>[^_^$]7_`&4S MW7_X@J7_`-[_`&;[][][][VY??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O88]V?\R9[<_\`$8[] M_P#>5RWOWOWOWOYMOOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO?/\` MY3O_`&[T^-'_`(;&Z/\`WXF\??O?O?O=B/OWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWN@O^>!\'AVOUG%\J MNN\1Y>P^HL2U-V/0T%.OW&Z>JX&EJ9U%;.7J,_U-]Q!2QXJ-I-32U/7V1JDI574`,74TD<:: M::1O?O?O?O=^?OWOWOWO5T_GO?-4Y/)XSX9=?Y7_`"##2XO=O=]913M:KR[Q M0Y+9NPI3&51H,73S1Y>NC/D5ZB2A`*/3RJWO?O?O>M5[][][][][][][][][ M][][][][][][][?MJ[7W!O?_>_>]_3X&?$;;_`,,OCQM;JRB%)6[QKPNZ M>TMQTP+#<&_LI24J90TTSJDC87"0T\>/QX*QWI:996032REO>_>_>SG>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>]&3^;W\E#\B/F5O>CQ&0-9L7IN M:@$1:GE.3WA+5Q1U"%ON*&DICJ*A0/>_>_>ZNO?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O>\O_`"?OCDOQ_P#A?L;(92B^UWIW6_\`I>W0TL92IAHMQTE-'LG% MNS_O)%1[-IJ.=H6"^&KJZ@6N23[W[W[W:3[][][][!CY$],X+Y#='=H]*;C$ M2XWL;9V6V_'5RQB48G+RP_<[=S\495PU5MW<--2U\-U8>6G6X/T]^]^]^]_. MDW5MG-[*W1N39NY:&3&;CVEGLQMG<&-E*F7'YO`Y"HQ65H9"A*F2DKZ22,D$ MBZ^_>_>_>V'W[W[W[W[W[W[W[W[W[W[W[VXX?+Y+`9;%YW"UL^-S&$R-%E\3 MD:5_'4T&2QM3%64%;32.,:3#[QPR*Q,J18W`(_T8$^]^]^]F+]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]T5_\*"O^R,^L_\`Q9S9G_OJ^Z/? MO?O?O>GG[][][][][][][][][][][][][][][]['7XN_]E,_'7_Q.O4?_O?[ M?]^]^]^]_1K]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ZC7_"A7_LIGI3_`,05 M%_[W^\O?O?O?O=`GOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNX;^1E_P!E[;?_ M`/$8]D?^ZZC]^]^]^][K7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWO2E_GF_\`9>VX/_$8];_^ZZL]^]^]^]T\^_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>U?LWL+?W75=593K[?&\-B9.NI/L*W([-W+FML5U90 MF:*H-%55>$K:&HJ*0U$"2>-V*:T5K7`/OWOWOWL1O]FB^3/_`'D5WK_Z-S?_ M`/\`9![][][][]_LT7R9_P"\BN]?_1N;_P#_`+(/?O?O?O?O]FB^3/\`WD5W MK_Z-S?\`_P#9![][][][]_LT7R9_[R*[U_\`1N;_`/\`[(/?O?O?O?O]FB^3 M/_>17>O_`*-S?_\`]D'OWOWOWOW^S1?)G_O(KO7_`-&YO_\`^R#W[W[W[W[_ M`&:+Y,_]Y%=Z_P#HW-__`/V0>_>_>_>_?[-%\F?^\BN]?_1N;_\`_L@]^]^] M^]^_V:+Y,_\`>17>O_HW-_\`_P!D'OWOWOWOW^S1?)G_`+R*[U_]&YO_`/\` ML@]^]^]^]X*KY,?(^NI:FBK?D#W=6459!-2U=)5=K;[J*6JI:B-H:BFJ:>;/ M/%/!/$Y5T8%64D$$'W[W[W[V"/OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWO?/_`)3O_;O3XT?^&QNC_P!^)O'W[W[W[W8C[][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][PU%/3UE// M25<$-52U4,M/4TU1$D]/44\Z-%-!/#*K1S0S1L596!5E)!%O?O?O?O>B?_-$ M^$U1\-?D+74NVJ"9.E^SC7[LZIK+O+%BZ<3Q'<&Q)YI&>0U>SJZL1(2[.TN- MGI9&=I6E5/>_>_>ZU??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8O\`0?=F]/CI MW!L+NCK^K^VW/L+.P9:EB>26.DRU"Z24>:V_D_"5D?$[BPU3/152J0Q@G;20 MUB/>_>_>]VOO+^8EU9UY\&:3YB;1K:/,1;^VW2TO4^W:Z5#49/LO-05M+!M3 M*P12Q,TNSLMCJULTD3AD@Q=2(V+:"WO?O?O>BGNK=&X-[[FW!O+=F6J\[NC= M6:R>X=PYJO=7K,KFLQ639#)Y"I951/-5UE0[L%55!-@`+#W[W[W[VP^_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>]F[^13\'26JOFAV5AF``R>V^B<=D:9=+$^7 M&[K['B26/5=;2XC&R*0.:YRI_P`GD'O?O?O>SE[][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][)Q\ M^OD?%\5OBEVQVS35<=-NN'!OM?KM&"N\W8.ZPV'VU-'"]EJ8\)/.^3GC)772 M4,H!O;W[W[W[W\^J666>62>>22:::1Y9II7:26661B\DDDCDN\CN222223<^ M_>_>_>\?OWOWOWOWOWOWOWOWOWOWOWLU7PD^/=3\HOE%U#TSX*B7![AW/!D- MZS0,T34>PMN1R9_>,WW0(6DGGP6/FIJ9V/-9/$@NS*I][][][^A?2TM+0TM- M145-!1T5'!#2TE)2PQT]+2TM/&L-/34U/"J10001(%1%`55````]^]^]^]Y_ M?O?O?O?O?O?O?O>F)_/(^.)ZA^6$?;&%Q_VNS_D+A#NGR11LE+#V!MU:/#[Y MI$])7RULX<@?#D(V[,A5%-6S:;L[>_>_>_>]H#W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W1 M7_PH*_[(SZS_`/%G-F?^^K[H]^]^]^]Z>?OWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWL=?B[_V4S\=?_$Z]1_\`O?[?]^]^]^]_1K]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]ZC7_"A7_LIGI3_Q!47_`+W^\O?O?O?O=`GOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWNX;^1E_V7MM_P#\1CV1_P"ZZC]^]^]^][K7OWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO2E_GF_P#9>VX/_$8] M;_\`NNK/?O?O?O=//OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWO?/\`Y3O_`&[T^-'_`(;&Z/\`WXF\??O?O?O=B/OWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MLG/SK^)>W?F7\>-V=39'[.AW7"O]Y>LMRU2$_P!VM_8F"?\`A%1+*B22IBPMU;CV3N_$5F`W5M+-Y/;NXL)D M(C#6XK,X>LFH,C0U,9_3+354#*;7!M<$@@^_>_>_>T[[][][][][][][][][ M][][][][][][][5%9O;=V0VA@]@5VX\O5[*VSFL[N+;^V)ZV:3#8C-[FI\/2 M9[)4%$S&*GJ]^]^][^FTMI[%QNWMN8+ M&Q>&@Q&%Q%)%0XW'TL9+,(:6E@5`6)8VN222??O?O?O:A]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]ZFW\_OY)#=O;'7GQDP&0+X?JG&C?.^J>%V\,V_-X4*+MZAK(RQ5JG;FS M'\\3*!9<[(I)(LOO?O?O>O1[][][][][][][][][][][][][][][][VDO^$^ MOQT?&[=[:^4>=H-$^XYTZEZ_GFB*RG"XJ:BSV^LE3EUM+1Y',KC:2.1#Q-C: MA#[][][][V3O?O?O?O?O?O?O?O?O?O?O?O=67\X7XYMW_P#"_>^1P]`*S>O2 MDR=N[:\<9:JFQVWJ6IAWSC8W1A*T=1LRJK*I855_/544"A=6EE][][][T;/? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O8Y_&?N_-_&[OOJON[`B:6KZ^W;C\O74 M,#*LF7V],7QVZ<"&=XT49[;5;5T9)8:?->X(O[][][][^BCMC&LH*J.1;@'2P]^]^]^]OGO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWNBO_A05_P!D9]9_^+.;,_\`?5]T>_>_>_>] M//W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V.OQ=_[*9^.O_B=>H_\`WO\`;_OW MOWOWOZ-?OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO4:_X4*_\`93/2G_B"HO\` MWO\`>7OWOWOWN@3W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W<-_(R_[+VV_P#^ M(Q[(_P#==1^_>_>_>]UKW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[WI2_SS?^R]MP?^(QZW_P#==6>_>_>_>Z>??O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>^?_*=_P"W>GQH_P##8W1_[\3> M/OWOWOWNQ'W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WK)?SU_@_J6D^:/6^'8R`XS; M7>]!00,Q,82GQ6T.Q9(XHK*L02+$9*1G^AH&5.*B3W[W[W[WK&>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>Y%'1U>0 MJZ6@H*6IKJ^NJ8*.BHJ."6IJZRKJ95AIJ6EIH5>:HJ:B9U1$12SL0`"3[][] M[][WN/Y8GPGH_AE\>\?C<_14X[E[*3&[L[:R".D[T5>*>8X+9%//&/&U!LJB MKI(7*-(DN1GJY4=HY(POO?O?O=D'OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWM#=G=A[:ZDZZWS MVAO&K%%M?K_:F=W?G:BZB3^'8#'5&1J(:9&(,]=5+3^*GB6[S3.J*"S`'WOW MOWOYT/<7:.Y.[>U>PNW-W2^3_>_>_>_>_>_>_>_>_>_>_>W?;^!RVZ<]A-L8" MAFR>=W'E\;@<+C:9=51D,MEZR''XVA@7^U-5UE0D:C\LP]^]^]^]_13^,?2& M&^-_0/5/26$\+P=?[/QN)R-;`ACCR^Y)E?([LSH1O4ASNYJVKK"I_1YM(X`] M^]^]^]CM[][][][][][][][][][][][P55+2UU+4T5;305E%6034M7254,=1 M2U5+41M#44U33S*\4\$\3E71@592000??O?O?O?ST/FW\>ZGXN_*+M[IGP5$ M6#V]N>?(;*FG9I6K-A;CCCS^SIONB2M7/!@LA#35+J>*R"5#9E91[W[W[V57 MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WN7_R,_DI_I<^+-7TYG<@*C>/QZRZX M"G2:9I*RKZZW+)6Y;9M6WD(+1XJKBR&*14!6"EH:8$@N+^]^]^]W8^_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>Z*_^%!7_`&1GUG_XLYLS_P!]7W1[][][][T\_?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O8Z_%W_LIGXZ_^)UZC_P#>_P!O^_>_>_>_ MHU^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]1K_A0K_P!E,]*?^(*B_P#>_P!Y M>_>_>_>Z!/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=PW\C+_LO;;_`/XC'LC_ M`-UU'[][][][W6O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O>E+_/-_[+VW!_XC'K?_`-UU9[][][][IY]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^][Y_\IW_`+=Z?&C_`,-C='_OQ-X^_>_> M_>[$??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O:?W9M7;N^=K[BV7N[$4>X-J[LPF4V MYN/!Y",RT.7PF9HIL?E,=5H&5F@K*.H>-K$,`UP0;'W[W[W[WH%?/#XD;A^& M?R&W3U77_=UVT*PG<_6&Y*B,@;AV'E*FH&+>:4`1OE\+-#)CZ\`+>JIFD51% M)&3[W[W[V33W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[WL"_P`COX-_Z3=_R_+3LC$&38G5N5:AZLQ]?31O2;I[*ACO4;C"3A_- MC>OHI4>!P@#YB6)XY`]#-&?>_>_>]MOW[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W0/ M_/O^2AV'T9LSXX[?R!BW#W5E_P"/[OCIYE$U-UULJLI:J"DJD4B:*/*JHVN"1[][][][U%_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=QO\D?X MXCNGY>T?8V:Q_P!WLWX\XE-_5;RQK)1R[ZR,E1BNNJ&6X+1U5-7QU>9IV&FT MN%%S_9;WOWOWO=3]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ZUW_"@ MGXXG(;?ZH^4V!Q^JIV_.>I>PYX(V:0X;)RUN=V)DZG0NB*EQV8;)4_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>[*/Y3_`,E#\;/F M5U[79;(&CV+VG(.H]]"68144-%NZMHX]NYJJ,I^WIX\!O"GH*B:H8!HJ'[E0 MRK(]_>_>_>][CW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W17_PH*_[(SZS_P#%G-F? M^^K[H]^]^]^]Z>?OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL=?B[_V4S\=?_$Z M]1_^]_M_W[W[W[W]&OW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WJ-?\*%?^RF> ME/\`Q!47_O?[R]^]^]^]T">_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>[AOY&7_ M`&7MM_\`\1CV1_[KJ/W[W[W[WNM>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>]*7^>;_P!E[;@_\1CUO_[KJSW[W[W[W3S[][][ M][][][][][][][][][][][][][4&WMI[IW=53T6T]M;@W/6TT'W532;>PV1S M553THD2'[F>GQM-4RQ0>615UL`NI@+W(]^]^]^]J[_0GW-_SZ/L[_P!`+=7_ M`-:??O?O?O?O]"?*?IKN"FAFJ:GJ MGLFGIZ>*2>>>?8VZ(H8(8D,DLTTLF+5(HHD4LS,0%`N??O?O?O8;>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]\_\`E._]N]/C1_X;&Z/_`'XF\??O M?O?O=B/OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNMK^:#\*:;YE?'?(T.W M:&!NY>L4R6[^IZU@JS9&L%+&V?V(\SO'&E+O>BH8X8R[)'%D8*25V$<<@;WO MWOWO1,K*.KQ]754%?2U-#7T-3/1UM%602TU71U=-*T-32U5-,J34]33S(R.C MJ&1@00"/?O?O?OGRP[TV/TELA7@J]S5YFSV>:FEJ:':.T<)SFW MJ&CJH8Z2DQ6WL/20UD7W:T6(Q]*T@#DG[JKG8'2P`][][][L$_Z"(.F?^\=N MSO\`T*=J_P#7OW[W[W[W[_H(@Z9_[QV[._\`0IVK_P!>_?O?O?O?O^@B#IG_ M`+QV[._]"G:O_7OW[W[W[W[_`*"(.F?^\=NSO_0IVK_U[]^]^]^]^_Z"(.F? M^\=NSO\`T*=J_P#7OW[W[W[V!GR7_G7_`!\^270W:72&X?CSV33T?86TZ_#T M>1FW'M:H7";@B\>1VMN$0*J-.^W]R45)6B,,OD\&F]B??O?O?O>MI[][][][ M][][][][][][][][][][][][[5BI#*2K*0RLI(*D&X((Y!!]^]^]^][_`+_+ MG^22_*;XC=5]D5]<*W>6,QIV%V1<@U"[[V;'!C M_>_>_>]//W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V.OQ=_P"RF?CK_P")UZC_ M`/>_V_[][][][^C7[][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][U&O\`A0K_`-E, M]*?^(*B_][_>7OWOWOWN@3W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W<-_(R_[ M+VV__P"(Q[(_]UU'[][][][W6O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O>E+_`#S?^R]MP?\`B,>M_P#W75GOWOWOWNGGW[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W?W_PGJ_[*9[K_`/$%2_\`O?[-]^]^]^][ M[/^9,]N?^(QW[_P"\KEO?O?O?O?S;??O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>^?\`RG?^W>GQH_\`#8W1_P"_$WC[ M][][][L1]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ZC7\\+X._ MZ*^QH?E;UQA?#U]VQEC2=F46.IK4NUNT*A'G_CTT<*A:;'=AQQR322$%1EXI MS(X>K@0^]^]^]T">_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]V#^3Y M\'4^+G1479N^<4*?NWN_&8[-9R.IC0U>S=BO:OVKLR,L/+2UU5!*F1RR>AA6 M21T\BDT2.WO?O?O=P'OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNM;^;#\E!\;/AKV% M6XG("CWUVG&>H]C".9HJV&LW=15D>X\U2F(_<4\F`V?3U\\-0H"Q5WVRE@TB M7][][][T2/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O=^_\A#Y*?W#[SWG\<<_D!%M[NK$?Q_:,=1,P MBINQ=E4=5534E*C$0Q2;EV@:KS,3JDEQ=+&H)('OWOWOWO;I]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]T5_\`"@K_`+(SZS_\6?OWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWL=?B[_P!E,_'7_P`3KU'_`.]_M_W[W[W[W]&OW[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[WJ-?\`"A7_`+*9Z4_\05%_[W^\O?O?O?O=`GOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWNX;^1E_V7MM__P`1CV1_[KJ/W[W[W[WN MM>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]*7^ M>;_V7MN#_P`1CUO_`.ZZL]^]^]^]T\^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>[^_^$]7_93/=?\`X@J7_P![_9OOWOWOWO;E]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ACW9_ MS)GMS_Q&._?_`'E_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>ZQOYR*J?Y;_R+)`)4]1,I(!*M_IVZQ6ZD_0Z M6(_UC[][][][T6/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?TN=D_\ M>9M'_P`-C`?^ZJD]^]^]^]J?W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WIG_SS/DH> MW?E-2].8+(&HV=\>L0V`G2&99*.K[%W+'19;>=6IC(#28JDBQ^*='!:"JH:D M"P)KI-"[(P*L0?>_>_>_HO=.=H[;[MZJZ\[[<8C2QRST<>8H(:J;%UC1^A_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>Z*_^%!7_9&?6?\`XLYLS_WU?='OWOWOWO3S]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]CK\7?^RF?CK_XG7J/_P![_;_OWOWOWOZ-?OWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWO4:_X4*_]E,]*?^(*B_\`>_WE[][][][H$]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]W#?R,O\`LO;;_P#XC'LC_P!UU'[][][] M[W6O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>E M+_/-_P"R]MP?^(QZW_\`==6>_>_>_>Z>??O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O=_?\`PGJ_[*9[K_\`$%2_^]_LWW[W[W[WMR^_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>PQ[ ML_YDSVY_XC'?O_O*Y;W[W[W[W\VWW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[WOG_RG?^W>GQH_\-C='_OQ-X^_>_>_>[$??O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O=8_P#.0_[=O_(S_P`I#_[_`'ZO]^]^]^]Z*_OW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOZ7.R?\`CS-H_P#AL8#_`-U5 M)[][][][4_OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWL"_DSWAA/C=T)VGW=GA#)2]?;2R&7H:* M=F6/,;BFT8[:N!)1XW4Y[_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>]L?^0)\E/[V=4]A?&+/U^O,]5Y%]^;$@F;]R;8 M>[J\IN*AI5!/[&W-Z2_<2LP4ZLZ@6X4Z?>_>_>]AGW[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W17_PH*_[ M(SZS_P#%G-F?^^K[H]^]^]^]Z>?OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL=? MB[_V4S\=?_$Z]1_^]_M_W[W[W[W]&OW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MWJ-?\*%?^RF>E/\`Q!47_O?[R]^]^]^]T">_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>[AOY&7_`&7MM_\`\1CV1_[KJ/W[W[W[WNM>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]*7^>;_P!E[;@_\1CUO_[KJSW[ MW[W[W3S[][][][][][][][][][][][][][][][O[_P"$]7_93/=?_B"I?_>_ MV;[][][][VY??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O88]V?\R9[<_P#$8[]_]Y7+>_>_>_>_ MFV^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]\_^4[_`-N]/C1_X;&Z M/_?B;Q]^]^]^]V(^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>ZQ M_P"_>_>]%?W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W]+G9/_`!YFT?\`PV,!_P"ZJD]^]^]^]J?W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[WK/?\*!_DH*?']5_%/;V0'EKY%[<[(BIYF#I1TSU^#V#A:HQ$HT=75C)5\U M/(0RFFHIM-F1O?O?O?O>L![][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][.)\"/D= M-\5_E9U/VU/524^UZ;.+MGL&(-)XJC8&ZP,+N66>*(%JDX6GJ5R<$?T:KH8K M_3W[W[W[W]!B*6*>*.>"2.:&:-)89HG62*6*10\_>_> M_>\GOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWNBO_A05_V1GUG_`.+.;,_]]7W1[][][][T\_?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O8Z_%W_LIGXZ_^)UZC_\`>_V_[][][][^C7[][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][U&O^%"O_93/2G_B"HO_`'O]Y>_>_>_>Z!/?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O=PW\C+_`++VV_\`^(Q[(_\`==1^_>_>_>]UKW[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WI2_SS?\` MLO;<'_B,>M__`'75GOWOWOWNGGW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W?W_ M`,)ZO^RF>Z__`!!4O_O?[-]^]^]^][[/^9,]N M?^(QW[_[RN6]^]^]^]_-M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M[Y_\IW_MWI\:/_#8W1_[\3>/OWOWOWNQ'W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W6/\`SD/^W;_R,_\`*0_^_P!^K_?O?O?O>BO[][][][][ M][][][][][][][][][][][][][][][^ESLG_`(\S:/\`X;&`_P#=52>_>_>_ M>U/[][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][;_>_>_G>?+3OS*_)WY%]K]W9,U20[UW35S[>H*M@9< M/L[&K'B-G89E4F)9<;MJ@IHY2EEDG#O]7)/O?O?O9=/?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O>W+_*Y_EG?'W.?$79'9'R&Z=VWO_??;557;_P`=-NJ&LFJ, M%L;)+3T>R\;1)35=-`*/+8>@7,J^EI&_B@5FLBJOO?O?O=B/_#9?P)_[Q=ZQ M_P#.'(__`%R]^]^]^]^_X;+^!/\`WB[UC_YPY'_ZY>_>_>_>_?\`#9?P)_[Q M=ZQ_\XL?_`#AR/_UR]^]^]^]^_P"&R_@3_P!XN]8_^<.1_P#KE[][][][]_PV M7\"?^\7>L?\`SAR/_P!*$5"E2)*:_E!_)0?(CX:[)HLQD!6;ZZ6* M=1[M$LQDK:BCV[14S;*S4XE+5$HR6SY:6&2H_>_>_>]//W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[V.OQ=_[*9^.O_B=>H__`'O]O^_>_>_>_HU^_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>]1K_A0K_V4STI_X@J+_P![_>7OWOWOWN@3W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W<-_(R_P"R]MO_`/B,>R/_`'74?OWOWOWO=:]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]Z4O\\W_`++VW!_X MC'K?_P!UU9[][][][IY]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]W]_P#">K_L MIGNO_P`05+_[W^S??O?O?O>W+[][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][#'NS_F3/;G_B,=^_ M^\KEO?O?O?O?S;??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>^?_*=_ M[=Z?&C_PV-T?^_$WC[][][][L1]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]UC_`,Y#_MV_\C/_`"D/_O\`?J_W[W[W[WHK^_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_I<[)_P"/,VC_`.&Q@/\`W54GOWOWOWM3^_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>Z;_YV_P`E/]"OQ(J^M,)7_:[T^0^1FV)3+$UJJGV'CDILCV)7)6^2OR&ZFZ2Q*SC^_>[L?09FKIE+2XK:E#Y,MO#-+9'&K#[7H*NI4-9 M6>,*2+W]^]^]^]_1.P^(QFW\3B\#A:*#&X?"8ZBQ&)QU*GCI:#&8VFBHZ"BI MH^=$%+2PI&@_"J![][][][DE_.E^.:]'?,C/;PP MU`:79G?N-'9^+>*,)20[LFJ&QW8>-1]1:2K?/Q+EI>`J+F(U'TX][][][J,] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]W)_P`D7Y*?Z%?EM3]99O(&EV5\B<;# ML:I2698J.GW_`(MZK)==9"52;RU-75SUF&@102TV94GA;CWOWOWO=-]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]T5_ M\*"O^R,^L_\`Q9S9G_OJ^Z/?O?O?O>GG[][][][][][][][][][][][][][] M[]['7XN_]E,_'7_Q.O4?_O?[?]^]^]^]_1K]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]ZC7_"A7_LIGI3_`,05%_[W^\O?O?O?O=`GOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWNX;^1E_P!E[;?_`/$8]D?^ZZC]^]^]^][K7OWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO2E_GF_\`9>VX/_$8];_^ MZZL]^]^]^]T\^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>[^_\`A/5_V4SW7_X@ MJ7_WO]F^_>_>_>]N7W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V&/=G_,F>W/\`Q&._?_>5RWOW MOWOWOYMOOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO?/_E._P#;O3XT M?^&QNC_WXF\??O?O?O=B/OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWNL?\`G(?]NW_D9_Y2'_W^_5_OWOWOWO17]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]_2YV3_P`>9M'_`,-C`?\`NJI/?O?O?O:G]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]Z M,W\WWY*#Y$?,K>E%AL@*S8O2T;=1[3,$S24556;>K:F3>V:B"DT\LF0WA/50 M)41EEJ*&BI6#%0OOWOWOWNKCW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WLO_\` M"?7XY+59'MOY39VBU)C$7J'KZ6:,E?O:N/'[AW[E(-=@LM-1-BJ.&9`UUJ:J M.XLP/O?O?O>T#[][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][J`_G7?'$=W?#S+[\P^/^ MZWI\>\B_9&.DAC5JN39Q4G^"H`?[+>]^]^]Z3WO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWMSPF:RNV\SB-PX*NGQ>;P.3H,UA\E2L M$JL=E<7515V/KJ9R"$GI*N!)$-C9E'OWOWOWOZ(GQ-[ZQ7R;^.G4W=^,,"2[ MXVG15.X**FN(<3O'&-)AMZ8>)69I!3XO=..JX86>S20*DE@&'OWOWOWLQ/OW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNBO_`(4% M?]D9]9_^+.;,_P#?5]T>_>_>_>]//W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V M.OQ=_P"RF?CK_P")UZC_`/>_V_[][][][^C7[][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][U&O\`A0K_`-E,]*?^(*B_][_>7OWOWOWN@3W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W<-_(R_[+VV__P"(Q[(_]UU'[][][][W6O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>E+_`#S?^R]MP?\`B,>M M_P#W75GOWOWOWNGGW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W?W_PGJ_[*9[K_ M`/$%2_\`O?[-]^]^]^][[/^9,]N?^(QW[_P"\ MKEO?O?O?O?S;??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>^?\`RG?^ MW>GQH_\`#8W1_P"_$WC[][][][L1]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]UC_SD/^W;_P`C/_*0_P#O]^K_`'[W[W[WHK^_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_I<[)_X\S:/_AL8#_W54GOWOWOWM3^_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>R>_ M/7Y&1?%GXI]M=MP50I]STF!?;?7Z#QM+-O\`W6?X)MB:*&4A*B/#5=4>:IFFJ:F:6HJ*B62>>>>1Y9IYI7,DLTTLA9Y9978L MS,26)N??O?O?O>+W[W[W[W[W[W[W[W[W[W[W[W*HJ*LR5;28['TL];7U]53T M5#14L3SU57654J04U+301AI)IZB:141%!9F(`Y]^]^]^]_0W^&7Q^HOB]\9> MHNEH88$RNUMK4T^\*B`Q2#(;[SSR9W>E9]S%?[J`[BR-1'3,S.4HXXHPQ5%] M^]^]^]F?]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]MN9P^,W%A\MM_-T4.2PVOQF3I9:*OHIPI5C#54L[HP!!TL??O?O?O?SLOE3T7EOC5\ANV>DL MLLY_N)N[(4&&JZE2LN5VI7>/+;/S371!JS&UZ^DJ6"W57D*@FU_?O?O?O9?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>S%_PGX^2@IZWM3XI[AR`$=>&[?OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL=?B[_`-E, M_'7_`,3KU'_[W^W_`'[W[W[W]&OW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WJ- M?\*%?^RF>E/_`!!47_O?[R]^]^]^]T">_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>[AOY&7_9>VW_\`Q&/9'_NNH_?O?O?O>ZU[][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][TI?YYO_9>VX/\`Q&/6_P#[KJSW[W[W M[W3S[][][][][][][][][][][][][][][][O[_X3U?\`93/=?_B"I?\`WO\` M9OOWOWOWO;E]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ACW9_S)GMS_P`1COW_`-Y7+>_>_>_> M_FV^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]\_P#E._\`;O3XT?\` MAL;H_P#?B;Q]^]^]^]V(^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>ZQ_YR'_;M_P"1G_E(?_?[]7^_>_>_>]%?W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W]+G9/_'F;1_\`#8P'_NJI/?O?O?O:G]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ZG/\_P`^2@W7 MVIU[\8QU6K'09]O[+F%3&R"VG.,I)*V7 MWOWOWO7E]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]VM_R;?CHW?'S0V=G\KCS5 M[+Z,IF[:W#)(A^VDS>'J(J;K_'>5HY(ONWWC44]>(F'[M+C:@`BUQ[W[W[WO M"^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]7S_`(4%_',4N3ZD M^4N"H"(\I&_4784\,8$8KJ..NW#L')5`1B6FJZ+^*TDLS*`$I:6,L;HOOWOW MOWO6B]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]CM\8^\JN[\#]S)4]? M;MQ^6R%#2R+%-F=MU'DQF[=OK(Y5$&X=KUU91%F-E$]_Q[][][][^B?MK<>% MWAMS;^[MM9"#+;=W3A,5N/`96E;739/"YN@@R>*R%,Q`U05M#51R(?RK#W[W M[W[V]^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>Z*_^%!7_ M`&1GUG_XLYLS_P!]7W1[][][][T\_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8 MZ_%W_LIGXZ_^)UZC_P#>_P!O^_>_>_>_HU^_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>]1K_A0K_P!E,]*?^(*B_P#>_P!Y>_>_>_>Z!/?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O=PW\C+_LO;;_`/XC'LC_`-UU'[][][][W6O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>E+_/-_[+VW!_XC'K?_ M`-UU9[][][][IY]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]W]_\)ZO^RF>Z_\` MQ!4O_O?[-]^]^]^][[/\`F3/;G_B,=^_^\KEO M?O?O?O?S;??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>^?_`"G?^W>G MQH_\-C='_OQ-X^_>_>_>[$??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O=8_\Y#_`+=O_(S_`,I#_P"_WZO]^]^]^]Z*_OWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOZ7.R?^/,VC_X;&`_]U5)[][][][4_OWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWM#]F=A;;ZFZ[WOV=O M"K2AVQL':N_>_>_ MG1=R]I[D[O[7[$[>W=*TFXNQ=W9S=F1C,\E1'0MEZZ6IIL3222!6&.PU&T=) M2I95CIX$10`H`][][][#3W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WNE?R0?C@ M.FOB/#V;F:`TN\OD+EUWM.\\3154&P\0M3B>OZ%M7#TU73O6Y>%Q^N'+K?\` M2/?O?O?O=RWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWLL'S-^/ MU%\H?C+V[TM-#`^5W3M:IGV?43F*,8_?>!>/.[+K/N9;?:P#<6.IXZEE9"]' M)+&6"NWOWOWOWOYY%;15F-K:O'9"EGHJ^@JJBBKJ*JB>"JI*REE>"II:F"0+ M)#/3S1LCHP#*P(//OWOWOWN+[][][][][][][][][][][][][][][][W,_Y& MGR4_TO?%>JZ@SM?]QO'X\YF/;L*RMJJ*GKG_>_>_>[K??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O=%?\`PH*_[(SZS_\`%G-F?^^K[H]^]^]^]Z>?OWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWL=?B[_`-E,_'7_`,3KU'_[W^W_`'[W[W[W]&OW[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[WJ-?\*%?^RF>E/_`!!47_O?[R]^]^]^]T">_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>[AOY&7_9>VW_\`Q&/9'_NNH_?O?O?O>ZU[][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][TI?YYO_9>V MX/\`Q&/6_P#[KJSW[W[W[W3S[][][][][][][][][][][][][][][][O[_X3 MU?\`93/=?_B"I?\`WO\`9OOWOWOWO;E]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ACW9_S)GMS M_P`1COW_`-Y7+>_>_>_>_FV^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>]\_P#E._\`;O3XT?\`AL;H_P#?B;Q]^]^]^]V(^_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>ZQ_YR'_;M_P"1G_E(?_?[]7^_>_>_>]%?W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W]+G9/_'F;1_\`#8P'_NJI/?O? MO?O:G]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] MT%_S[_DHVPNB=F_'/`5[0[@[MS'\G_O%O!J+Q M,G$L.,JHV]+$-[W[W[WJ)^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>QP^-72F9 M^1G?75/2."\Z5?8F\<9A*NLIE1YL3M]&?(;JSP1U=73;VV**LKG!5KI3G@_3 MW[W[W[W]%7;6W,+L_;FW]H[:Q\&)V[M;"8K;F`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`.(Q[(_]UU'[][][ M][W6O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O= M>?R0_EA?%;Y5=FU7;?;>)WM6;PK,/B,%--@MY5F$H#082*2&A5:&&GD19520 MZFO=C[][][][`7_AC+X$_P#//]G?^C(R/_U'[][][][]_P`,9?`G_GG^SO\` MT9&1_P#J/W[W[W[W[_AC+X$_\\_V=_Z,C(__`%'[][][][]_PQE\"?\`GG^S MO_1D9'_ZC]^]^]^]F>^+'\NWXV_#K>&X=\]+8S=U#GMS[:;:F5DW#NNJS]*^ M(;*8_+E(*:>")89_O,;$=8-]((_/OWOWOWL]'OWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWMGW%@ MJ#=&W\[MG*K*^+W%A\G@LDD$IAF:@R]%/CZQ89E!,4K4]0P5ARIY]^]^]^]U M(_\`#&7P)_YY_L[_`-&1D?\`ZC]^]^]^]^_X8R^!/_//]G?^C(R/_P!1^_>_ M>_>_?\,9?`G_`)Y_L[_T9&1_^H_?O?O?O?O^&,O@3_SS_9W_`*,C(_\`U'[] M[][][]_PQE\"?^>?[._]&1D?_J/W[W[W[W9CTATULGX^=5[0Z$.YL7<1QBY_)]^]^]^]S/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O=?'R4_EE?&'Y8]E/VOW'2[_RNZS@L5MJF_A6]ZW$8 MK'X7#FIDI*''XZ&FDCIHC5UU1426)USSR/\`VO?O?O?O8`?\,9?`G_GG^SO_ M`$9&1_\`J/W[W[W[W[_AC+X$_P#//]G?^C(R/_U'[][][][]_P`,9?`G_GG^ MSO\`T9&1_P#J/W[W[W[W[_AC+X$_\\_V=_Z,C(__`%'[][][][,#\:?Y9'Q3 M^*'9/^ECJ?;VZ4WDFW\KMRDK-S;JJ]PTV/H\S)1M7U-!2U$$24^1EIZ,P"8$ MD032I:SFWO?O?O=@OOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWLI7RL^$W0GS,QFSL;W?@\QD?[AUV6KMM9#;^-E_SE.A!%B#[W[W[V2[_AC+X$_P#//]G?^C(R M/_U'[][][][]_P`,9?`G_GG^SO\`T9&1_P#J/W[W[W[W[_AC+X$_\\_V=_Z, MC(__`%'[][][][]_PQE\"?\`GG^SO_1D9'_ZC]^]^]^]]K_(S^!2D,N`[/5E M(967LG)`J0;@@BCN"#[][][][MVQ=#_"\9CL9]Y7Y'^'4%'0_P`0RE1]WDZ[ M[2GCI_O,C5Z(_NJ^J\>N:32NN1B;"]O?O?O?O<_W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[V6WY1_%+J/Y@]?X?K3N>CSM;M?![QQ^^J"+;V;GP-:N M?QF%W!@*626L@BE>2E&.W-5!HB+%RK7]/OWOWOWLA?\`PQE\"?\`GG^SO_1D M9'_ZC]^]^]^]^_X8R^!/_//]G?\`HR,C_P#4?OWOWOWOW_#&7P)_YY_L[_T9 M&1_^H_?O?O?O?O\`AC+X$_\`//\`9W_HR,C_`/4?OWOWOWM2[,_DN_"#8>\- MJ;XV_@NQX\]LSIIFI`M1`M;1H70D!UN/S[ M][][][MA]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]D7^4_\NWXV_,7>&WM\]TX MS=U=GML;:7:F*DV]NNJP%*F(7*9#+A)Z:""59I_O,E*=9-])`_'OWOWOWLL/ M_#&7P)_YY_L[_P!&1D?_`*C]^]^]^]^_X8R^!/\`SS_9W_HR,C_]1^_>_>_> M_?\`#&7P)_YY_L[_`-&1D?\`ZC]^]^]^]^_X8R^!/_//]G?^C(R/_P!1^_>_ M>_>QZ^-_\L+XK?%7LVE[;ZDQ.]J/>%'A\O@H9L[O*LS=`*#-Q1PURM0S4\:- M*R1C2U[J??O?O?O=AGOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW 'OWOWOWO_V3\_ ` end GRAPHIC 20 hyatthouselogo.jpg GRAPHIC begin 644 hyatthouselogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^%-\&AT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O"UD969A=6QT(CY(>6%T M=%](;W5S95]C/"]R9&8Z;&D^"B`@("`@("`@("`@(#PO&UL;G,Z>&UP1TEM9STB:'1T<#HO+VYS+F%D;V)E+F-O;2]X M87`O,2XP+V&UP.DUE=&%D871A1&%T93X*("`@("`@("`@/'AM<#I4:'5M M8FYA:6QS/@H@("`@("`@("`@("`\7!E/2)297-O=7)C92(^"B`@("`@("`@("`@ M("`@("`@(#QX;7!'26UG.G=I9'1H/C(T,#PO>&UP1TEM9SIW:61T:#X*("`@ M("`@("`@("`@("`@("`@/'AM<$=);6&UP1TEM9SIH M96EG:'0^"B`@("`@("`@("`@("`@("`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`W9D@Q*V8S3T5H66%(:4EM M2VDT>4YJ;RM#:S535FQP95EM6B8C>$$[<6)N2C)E;C5+:G!+5VUP-FEP<7%U M28C>$$[;V)(=T9-2%(T4TY#1E9*:6-V17I*1%)$9VAA4U5Y M5VE9-TQ#0C-04TYE2D5G>&15:W=G2D-H9UI*:EI&1VED:V1&53,X<4]Z=WEG M<"8C>$$[,"M0>FA*4VMT3515-5!2;&195U9P8EA&,658,5)L6FUD;V%7<')B M1S%U8C)2,61N9#1E6'`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`X06Q* M=%@O=T-9,C0O-4]T:7E#5C1Q-T9867%Z2#AN=CA!>6%8;&(O=&\R+SA!>$U9 M<28C>$$[6#-X:7AD:7)S5F1I$$[;'

$UW,T5L>7`V2T\P6C-0-U%5%=G!N1D1S M5F1I$$[%I"2SA69&ER70O,C!B9B]! M26U-5DPW-'A9=7A6,DMU>%8R2R8C>$$[=7A6.#5F;F@K4U!N-WIL*UE%,G(V M3&)W3EE.87=23$Q.3VM:3'AG:&AX,V)V-%EP0E-445`K8U%F37,P:71R,G0R M;&Y$5W)*6G)*8R8C>$$[>45E1EA%0W%F=GA7,W18:TPX:U!)4&MT:W5B0WI. M-7%Q9$Y4=D-*6FQ.3W-9;T5J+W=":71F9D9$4'-69&ER$$[:7)S5F1I$$[1755 M:&-K2WAJ3E%#4G9IB]W0U(P=CA!5$9A9"]W0D1H95DO*W!E$$[+W=$:V1,+U1&860O M,$]&-6HO-FPV>B\U2%,O,'A7;F8Y1&AE62\X07%8$$[;F8X05$T6&U0+W%8%=N9CE$:&59+RMP97,O*U(P=CE-5G`S+U$T6&U0+T%+;#9Z+S5(4R\P>%=N M9CE$:&59+W=$<28C>$$[6')0+T%*2%,O=T)-5G`S+T%%3T8U:B\V;#9Z+T%/ M4C!V.4U6<#E-84)Q3#9N;U=N86Q)9VIE.7198F@T,3-#;5=.6$E&9D1L:6A( M628C>$$[<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<2]/$$[-T98 M67$W1EA9<3=&6%EQ-T98-D@K4V8K54TP1"]T;E=N+TIH35=+9%EQ-T9867$W M1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ+T]R>B8C>$$[4B]Y:S)R+SAX='@O M>61B1FM%%8R2W5X5C)+=7A6,DMU>%8R2W5X5C)+=7A6,DMU>%8K M:"]K;B]L1$Y!+S=:,7`O>5E41B8C>$$[:6Y72W5X5C)+=7A6,DMU>%8R2W5X M5C)+=7A6,DMU>%8R2W9Z<3@P9CAP3G$O=T1Z1S-(+T%#9&)&:T5R>%8R2W5X M5C)+=7A6,DMU>"8C>$$[5C)+=7A6,DMU>%8R2W5X5C)+=7A6*V@O:VXO;$1. M02\W6C%P+W=!;45X67`Q:7)S5F1I$$[61B1FM%%8R2W5X5C)+ M=7A6,DMU>%8R2W5X5C)+=7A6,DMU>%8K:"]K;B]!2E%Z45`X028C>$$[=&Y7 M;B]*:$U72V19<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<2]/$$[6&9L2D1$3BM:=FQM M2UI&:VEF54E&94YW1U9G6$91461J:7!F9%@K1W9,;B]!1F%R4"]P2&DO-7!X M674O=S$U8R]W0W)66B\Y23A8+R8C>$$[0414:7)V.$%$6&QZ+W$Q5V8O4U!& M+WI4:7)V.$YE6%`K$$[<3%79B]34$8O=T$P-'$K3U`K8VLW5S%T9GI9,4=' M,6A30T993%5R2$5O4E)71E-D;$%'2U$X=7A3-T9867$W1E@V2"M39CA!;$1. M028C>$$[+W=#,F1A9CAM17A9<#%I$$[70O,C!B9B]!26U-5DPW-'A9=7A6,DMU>%8R2W5X5CA79CA! M3U1N+T%*3C=5=CA!:D)A9CAM1GA32&Q/2UA9<28C>$$[-T9867$O42]Y5"]Y M:&UG9CES-C`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`K:W5$+VUR M1B8C>$$[8F0O,$Q(*V(S+U9T9R\V4S10.$%M$$[-VPQ M=5E725)'<7A#:'%N1E-8,6II:#)+=7A6,DMU>%8R2W9M:C@W+T%-:U!Z1#@R M9FU(938Q;W1L1DYP.#!6=6MC:C-%55I*:FE65R8C>$$[*T9M0C9J1DE,02\K M:%DO>F4O-G1S2"]36$(O>E9I='4O=T-H62]Z92]W0W)B0B\P;'=F.#%9$$[3E=+,C$$[5F1I$$[9&ER$$[:7)S M5F1I$$[$$[D4O4U@V1G1R M>3,O0458-E`Q:C8V:U-C=G)(<6-/2'!3>E9P-DIR5VU+$$[16-S=&Y924AM:G1W$$[2W-9+TU(>CEP+VMF4E8Q;E5R0SEV3$0Q0D9-.6EK56AI3&9:85%3 M4U)55FIT558S>%9%95(O4$=G*V1F3#A7=6%+-VTR:UIO-4E:428C>$$[1FUI M:U0W56-I<5=!86A",DHR24]+<"]IB]:5D5&5THK:D972&9L>BMC1V$$[:V5I861Q359V67%$ M3F4S8U5-8TA*:E)9,4M44TU827$Q3U!4"8C>$$[.6=":7)Z>CAT=GHS.'$K9F1:=4Y) M,"LR=6)/-VAH3G=G=6A'0DMI$$[:C9X85@Y>&181G-T-&HR8V-,>&E.-4AJ04IK;6E0 M2W-2-UEP<&EV+T%%3C$K5S,O049B9%HO-457=CA!,E4T$$[<3(V>B]W06E,6"]S<'A7;F8Y1&1F;'0O,6)D6B]W0U)&3,O3S=Y<"M91W`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`R5G!D3S`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`K:%IF>DHO-FYG+SA&9&8X,31O9"]W0D-Y+VU4+W="5'=F.$%G%9J+VXW.&AV4%!L,WEH<5=T86@U$$[,E5A=DY:.')G*V]# M-G)4-#)+.5=R=FEL-B\X03@T>2\K4V%8R2W5X M5C1&+W=!-4AF;'1E4G1&*UI0;"8C>$$[:W1B87AP2E-456I&7IR6#5Q965*+W=!>&9/05=A=S`K4DDW4S,T M:U)35'A!1DDP428C>$$[,2]D43$U2'A9.2]I>%8Y4%EO9&ER$$[=BM%9GDY$$[4SE3 M9T'5P<4=6:%5%161I355,$$[5F1I'-V+T%#87A32'5(;'(O;$A.2R\U9S=F+VLP=4M%>'A6 M.#$O.#1A+SE.9B]!3G4W+W-A>"8C>$$[4U@P<&EH,DMS02]0=B]Y55!M5"]! M27=2+W=$2BM01E5R+S5X;"\X04I1858O=T%:$$[>E0O,GI,;B]!2DYN1E=%+S@T<&8K4W1F+W1O,T@O M14DX5DPR5$9867$W1EAY:#5R%5U M:28C>$$[2D,Q1VM#9W!Y85=D=F@S*WHX35.-3DY,2\R M55EO9"\P3&XK6E`X035C;3@K*S8O-TM-5E-4>F@O=T$T,65E,R8C>$$[,$LW M=DQN>F9,$$[9T%X+S=(1D)E=C1Q M-T9867$K8F1#+SA!5W9D4RM5=B]!1D%,:6PY2EEO9&ER$$[:6M08U!,6"]!0VIM;&8X04U(8B]! M4$IP8U5*:FER-7(O=T-C3F8X07!R+RLS9"\R3EEP3#95>%$W1E=!9FXS+T%/ M4V@X>68X64DO*R8C>$$[5#AE2W!8+WIJ3"\U2T13=BM-,3,O=T)21#1Q6'%E M2W5X5C)+58O;6XO04Q:;'HO>6)/2W-*+W=#8U5V.$%Y5G(O05!B M4B8C>$$[=5`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`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`P;%-30TUC<"8C>$$[4W!6 M14MS<59B=413;G9I='!2+WII2C5H=3103FUQ-D%82G-R,GI.,D4V:%HT2D51 M141T>5-5,2M1>%5V<3-&1#0Y+S5Y22]-2%=03B8C>$$[9FYQ6'EN<'IU,FQA M5F-#>FAT238O=CD1U>7E%>'%/,5!F1DEE:V554#A!;D4W>6YB-E1% M+VUI-75B,U9:54)N:G0U0D1"128C>$$[>#,T<%%&;4DV8VDQ1#1$1F)E6F9N M9"M25&5156E),;55I!;UI'<',Q0E$W2'AX M548W:B]Z:G`K628C>$$[.34U>#AM4U$$[.%E,=B]K=S)+4RLP.%50:')Y4"]!3U0T,#,O='9(+W%)3TME:C=L M>%$K95`K8W$]Y,D8U3F146%-I=$=K=#%I128C>$$[45EJ M=SE:>E0K;4M1;%@U2R]L:BM32&UV>6YB$$[5E!08U!M3S)V<&)Y M>'19,V%Y$$[=D%K1U)N2CE+2G%FF5K.3-Q9"]%$$[;F%M,5-R8GIN.#EV>61H+TQU*W-.6CAV,T5W,&TW M;#1X8S,O04@Q=&-P.&%H6D8T:V=G5E4Y4E1R:6]F4B\U3&5D<"]/4#5E861Q M="8C>$$[,C-055DK5G!Q1#=$;$Y!86,Y=C4P2W5F8S1O640U.#AR6&M'=EAL M;G%-.2]P,FHS96\S97-7;FU(5#=E93=93F4V8V).-V%28F1*6"8C>$$[:EI* M05!T0VIX:V=%2$9K>78X;F1#,5-!4'%T,W!X,&DP:C!Y=S!A=W1#$$[9&ER5`O=T1*36599BMJ4"]!2VIO355H-7(O>FAR+S`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`W=4%-'8C92 M*U)F-74V;G!6;G%.:C4K-3)D-41(4&)S=#5F54UC:6AL-F)D1&ER97!F.#1Y M9B8C>$$[;7)Q8T,R*W!E8C1B-D)716EX6$TY-4UG8T%G349D5T9A35)81F)E M=&9K:BM7,G$O;"\U6'9.2#%'.&AV2F)I*V4W4G)C3G=65VEI:B8C>$$[;V59 M53%R1FEH-DAIE,Y9TIO<6=K,$%R:6]E9"8C>$$[9C@T:&%8<61H+VEZ M-CEA5%=V<69O+S`O6&IE4&QX*W,Q-#AG2S!Q355L-U(K6D55$$[1&-K;D9$-7(O=T-C5SE&,6UY+TUU M5V$XEA,96%V3$5A>28C>$$[87=%0S9J659#;3173F%,2D=4465O<6=,>%`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`@("`@("`@ M("`@("`@/"]R9&8Z;&D^"B`@("`@("`@("`@(#PO7!E+U)E&UL;G,Z&%P+S$N,"]S5'EP M92]297-O=7)C945V96YT(R(^"B`@("`@("`@(#QX;7!-33I$;V-U;65N=$E$ M/GAM<"YD:60Z.4,Y0D-%0D8Q-#(P-C@Q,3@P.#-!-S5&-S`Y0C$P,S0\+WAM M<$U-.D1O8W5M96YT240^"B`@("`@("`@(#QX;7!-33I);G-T86YC94E$/GAM M<"YI:60Z.4,Y0D-%0D8Q-#(P-C@Q,3@P.#-!-S5&-S`Y0C$P,S0\+WAM<$U- M.DEN7!E/2)297-O=7)C92(^"B`@("`@("`@("`@(#QS=%)E9CII;G-T M86YC94E$/GAM<"YI:60Z.34Y0D-%0D8Q-#(P-C@Q,3@P.#-!-S5&-S`Y0C$P M,S0\+W-T4F5F.FEN&UP34TZ2&ES=&]R>3X* M("`@("`@("`@("`@/')D9CI397$^"B`@("`@("`@("`@("`@(#QR9&8Z;&D@ M7!E/2)297-O M=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R M=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP M87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#I# M-C5#.3%!0C!#,C`V.#$Q.#`X,T$W-48W,#E",3`S-#PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IA8W1I;VX^&UP+FEI9#HY-3E"0T5"1C$T,C`V M.#$Q.#`X,T$W-48W,#E",3`S-#PO7!E M/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^ M8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/G5U M:60Z,C4S-35%0D0W1$)&13`Q,4(X-#=",S(S,#@S0S$W1$$\+WAM<$U-.D]R M:6=I;F%L1&]C=6UE;G1)1#X*("`@("`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`@ M(#PO;O*5I)3J756UQ5E7O[BG;25JM"C/<3T: M$820GGDEC-&'IFA#\("HU]]6\67Z`^__`-%G77^*H`^^K>++]`??_P"BSKK_ M`!5`'WU;Q9?H#[__`$6==?XJ@#[ZMXLOT!]__HLZZ_Q5`'WU;Q9?H#[_`/T6 M==?XJ@#[ZMXLOT!]_P#Z+.NO\50!]]6\67Z`^_\`]%G77^*H`^^K>++]`??_ M`.BSKK_%4`??5O%E^@/O_P#19UU_BJ`/OJWBR_0'W_\`HLZZ_P`50!]]6\67 MZ`^__P!%G77^*H`^^K>++]`??_Z+.NO\50!]]6\67Z`^_P#]%G77^*H`^^K> M++]`??\`^BSKK_%4`??5O%E^@/O_`/19UU_BJ`/OJWBR_0'W_P#HLZZ_Q5`' MWU;Q9?H#[_\`T6==?XJ@#[ZMXLOT!]__`*+.NO\`%4`??5O%E^@/O_\`19UU M_BJ`/OJWBR_0'W_^BSKK_%4`??5O%E^@/O\`_19UU_BJ`/OJWBR_0'W_`/HL MZZ_Q5`'WU;Q9?H#[_P#T6==?XJ@#[ZMXLOT!]_\`Z+.NO\50!]]6\67Z`^__ M`-%G77^*H`^^K>++]`??_P"BSKK_`!5`'WU;Q9?H#[__`$6==?XJ@'[#CWXR M'QC\E;]H_'6"X+[WVF;W_<-:TK#W66XQZ_4,5;97:LU98+'W&3KV?9^_NZ./ MHW=_)-6GI4*U26G",9:<\WHEB!;-```````````````````````````````` M`````````````````8R&K<0<;[SRALMAKUO97>?OL M!H&L93;,S9X.UR60Q..N++]` M??\`^BSKK_%4`??5O%E^@/O_`/19UU_BJ`/OJWBR_0'W_P#HLZZ_Q5`'WU;Q M9?H#[_\`T6==?XJ@#[ZMXLOT!]__`*+.NO\`%4`??5O%E^@/O_\`19UU_BJ` M/OJWBR_0'W_^BSKK_%4`??5O%E^@/O\`_19UU_BJ`/OJWBR_0'W_`/HLZZ_Q M5`'WU;Q9?H#[_P#T6==?XJ@#[ZMXLOT!]_\`Z+.NO\50!]]6\67Z`^__`-%G M77^*H`^^K>++]`??_P"BSKK_`!5`'WU;Q9?H#[__`$6==?XJ@#[ZMXLOT!]_ M_HLZZ_Q5`'WU;Q9?H#[_`/T6==?XJ@#[ZMXLOT!]_P#Z+.NO\50!]]6\67Z` M^_\`]%G77^*H`^^K>++]`??_`.BSKK_%4`??5O%E^@/O_P#19UU_BJ`/OJWB MR_0'W_\`HLZZ_P`50!]]6\67Z`^__P!%G77^*H`^^K>++]`??_Z+.NO\50!] M]6\67Z`^_P#]%G77^*H`^^K>++]`??\`^BSKK_%4`??5O%E^@/O_`/19UU_B MJ`/OJWBR_0'W_P#HLZZ_Q5`/4_2;XIOQ]]\NTG$74CB'A[N/KG(_,^8S&$U? M-\D__`(;^L77`&[R````````` M````````````````````````````````````````\?\`D*_4$[Q?N?\`9?ZE M]U`88X```````````````````````````````````)ROAK\?>Y/S=]"[:PMZ MEU7I[IRCD)Z=*$(S2V6)X`Y9RN1N(^F,/YNSQ]G5JS__`*I)(@-BX``````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````'/\`EG\U?)?N_P!R^;F2`8(X```````````````` M```````````````````._P#4_P#6FZU>_P#X;^L77`&[R``````````````` M``````````````````````````````````\?^0K]03O%^Y_V7^I?=0&&.``` M````````````````````````````````"PW\*U@Y\MYQ^H5_+<2T(:Q@>R.< MJ4IJ<9XWDEQUBY@UJ%O)-">6%&:6?89:WK1A-",*49?1_*],`-=T```````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````'/^6?S5\E^[_F^!^XPJ9'G'OQS//:UH4M.XIX9XPMKV;VLE MO/4Y*V_<-KO;6E_/R4:]:E+Q1;SS^BE4FI2SR>F:G"I"%4#12``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````!S_EG\U?)?N_W+YN9(!@C@`````````````````````` M`````````````[_U/_6FZU>__AOZQ=<`;O(````````````````````````` M```````````````````````#Q_Y"OU!.\7[G_9?ZE]U`88X````````````` M``````````````````````--_P""QX9_J?X[^?\`FB\MJ='):CQ5Q_IUABJ\]Y-"6>XIR;5M>=I2TX0C)1C3FFA-&:I/+(!<9``````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````!S_EG\U?)?N_W+YN9(!@C@`````````````````` M`````````````````[_U/_6FZU>__AOZQ=<`;O(````````````````````` M```````````````````````````#Q_Y"OU!.\7[G_9?ZE]U`88X````````` M``````````````````````````-F_P``/`=;KAX>.B&A7UE-8YC8>&K;F;-4 MZU*%&^^7<_9_-\UT:.2IQC&K3OL=C-[M[.:2IZ*M&6VEIS2RQDC+`"8D```` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````'/^6?S5\E^[_>,))8Q@!NUZKK.#T MK6-: M5U%XQW3F&_N*]&G6Q=3>MCL9N+^.<5<>MZ9Y,E3N]POL[91EA#U:NOQFC-_) MA+,!JX@````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````.?\L_FKY+]W^Y?-S)`,$<```` M```````````````````````````````'?^I_ZTW6KW_\-_6+K@#=Y``````` M``````````````````````````````````````````>/_(5^H)WB_<_[+_4O MNH##'``````````````````````````````````&H7\')TVJ\'>/'>^TNRX? MY#N'&>&*F7T?3(5:-:$*UM\MWZ\VV[DC"$LES95[6K+ MZTD9)H@6[0`````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````'/^6?S5\E^[_:SFNKNI&,TU6YK5)YHQFFC&(':```````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````'/^6?S5\E^[_0```````````````` M````````````````````````````````'C_R%?J"=XOW/^R_U+[J`PQP```` M```````````````````````````?98;#Y;8LOBM?P.-OLSG,YDK'#X7#XRUK M7V2RN6R=U2LL=C)\; M'CVX%ZTQQUC:\CT<#+R'SUDK*I1N8YWG/?+:SRF^5JF0MY:=+)VNLS4[;7L= M<0EEC/B,-:>MZ9H1FB!*"``````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````.?\L_FKY+ M]W^Y?-S)`,$<```````````````````````````````````'?^I_ZTW6KW_\ M-_6+K@#=Y`````````````````````````````````````````````````>/ M_(5^H)WB_<_[+_4ONH##'```````````````````````````````!;4^$I\8 M]3MGW2N>Y?)>`J77!72S(8O/:U&^M)9\7N79*_I?+./<12FK2RR7-/C*QA-M M%U-1FC4L\C2PTM26-*[CZ0-20``````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````'/\` MEG\U?)?N_P!R^;F2`8(X```````````````````````````````````._P#4 M_P#6FZU>_P#X;^L77`&[R``````````````````````````````````````` M``````````\?^0K]03O%^Y_V7^I?=0&&.``````````````````````````` M```.B\0\3<@\\\I\><*\3ZU?;CR9RKN6O:#HNKXZ%.%WF]HVC)VV(Q%C+5K3 MT[:UHU+RZEC5KUIZ="WI0FJU9Y*O6LL)9V5I---"W MA&('O\`````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````'/^6?S5\E^[_57G; M6ZE#-;%9[#HG4+7\S934;C':UQFK6<;33:E_6_)''.$RE.,GR3=N5;C&7-C8321C5 ML[.C>Y"62I"RFIS@;$VEZ9J?'.GZKQ]H>O8G4M(T?7<+J6H:M@;.CCL)KFLZ M[CK?$X+!XBPMY9*%GC<5C+2E0HTI(0EDIR0A#_``_3`````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````.?\L_FKY+]W^Y?-S)`,$<```````````````````````` M```````````'?^I_ZTW6KW_\-_6+K@#=Y``````````````````````````` M``````````````````````>/_(5^H)WB_<_[+_4ONH##'``````````````` M````````````!Z!ZL=8.9NYG/W&?6CK_`*I6W#E7E;8K?7]X<\6W4?1N MLO%,M'-9BVEEVCF#DZKCJ>.S7+G+.5L[2CLVZ9&WEJW$]AC986M*QP^/C6K_ M`)-P]I;6\U6O5DJW%8"14``````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````<_P"6 M?S5\E^[_`'+YN9(!@C@```````````````````````````````````[_`-3_ M`-:;K5[_`/AOZQ=<`;O(```````````````````````````````````````` M````````#Q_Y"OU!.\7[G_9?ZE]U`88X``````````````````````````_0 M:IJFS;WM&NZ3I6OYC:]PV_.8K6=5U?7L?=9;/;%L.( MQ&+L*5Q?9+*9*^N*=&WMZ-.>K6JSRR22QFC"$0-,'X=/X<2SZ:V^K]W>]6I8 MW+=L[NC3RW#_``[E/D.8Q'6ZSKR1C;;3L'L:EWC,KS=>4)_6H^I-5H:Q2F]% M.:;)333V0%R,```````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````<_Y9_-7R7[ MO]R^;F2`8(X```````````````````````````````````._]3_UINM7O_X; M^L77`&[R`````````````````````````````````````````````````\?^ M0K]03O%^Y_V7^I?=0&&.``````````````````````.D\/\`#O*78#DS3>&^ M%-#V;DWE'D'-6VOZ=I&H8ROEL[G,I=1C&%*WMJ,/5HVMM1DGKW-S6FIVUG;4 MZE>O4IT:<\\H&H?X&/AP>-/&_C=>[,=I;76>6N\.3QM&[Q-*22USO'_6FG?4 M)_;X?CVM7H1I9SDJ>VN(V^4V>$(R4(>O:8KU+:-Q>9("U``````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````#G_`"S^:ODOW?[E\W,D`P1P```````````` M```````````````````````=_P"I_P"M-UJ]_P#PW]8NN`-WD``````````` M`````````````````````````````````````!X_\A7Z@G>+]S_LO]2^Z@,, M<````````````````````!(9XYO%_P!N/*'S'2XEZPZ'-?X_%5K"KR1RSL_R MS$<3<2X6^J3R4LMO&TT;*]]G=74E&K-98JRHWF8R/L:D;:UJ24JT],#59\1W MA-ZI^)3C:%IQWCZ?)O8?:,71M>5.R>V8>UM]PV2,?4K7&N:;CH5K^EQUQW1N MY?6I8JTKU:US&2G4O[J]JTJ52F!,F``````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````Y_RS^:ODOW?[E\W,D`P1P````````````````````````````` M``````=_ZG_K3=:O?_PW]8NN`-WD```````````````````````````````` M````````````````!X_\A7Z@G>+]S_LO]2^Z@,,<``````````````````?T MI4JM>K2H4*52M7K5)*5&C2DFJ5:M6I-"2G2I4Y(1GJ5*D\80EEA",8QCZ(`+ M?WA_^%![#]LZVK\Z]^J>U=7>N5::US&*XMGM9<9V)Y:QL84JU"G5P^3H5H<- M:K?PFCZ]YE[>IG*U.G&6AC:5*O1R,@&D!UNZR<"=0>(=7X'ZU\7:KQ#Q3J%& M:3#ZGJEE&WH5+NM+2EOLWF\C<5+G+[+LV7GHRSWV4R-Q=9"]JP]>O6J3?A`= MV``````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````'/^6?S5\E^[_<#<6UM7X8ER4UC ML78[E*6_U+AW#?):LDF2M\/F)K&YRG(&>L?7A+/CM?MT]A;V]:ISQRG@,=&ST_+2TX0N;CAKCJI6R^ M&XX]:?TPIY">OD]@DIS3TX9&6C5GHQ`L%``````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````.?\L_FKY+]W^Y?-S)`,$<````````````````````` M``````````````'?^I_ZTW6KW_\`#?UBZX`W>0`````````````````````` M``````````````````````````'C_P`A7Z@G>+]S_LO]2^Z@,,<````````` M`````3"=`/!-Y*/(U<83,\+\#9;2N'\O6H1J=@N;(7O&G$5/'59ZM.?*X')9 M.PK[+R/:T:M&:G4AJV,S<]*KZ):L*&$Z]ZSDI/5J^RQ/%/RJ^GWOY-///1GK;1=Y"PO))9:LN+M*G MX(`6K,-AL/KN)QN!U_%8W!8+#6-KC,/A<-8VN,Q.*QMC1DM[+'XW'65*A9V- MC9V].6G2I4I)*=.26$LL(0A"`#[(```````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````<_Y9_-7R7[O]R^;F2`8(X````````````````````````` M``````````._]3_UINM7O_X;^L77`&[R```````````````````````````` M`````````````````````\?^0K]03O%^Y_V7^I?=0&&.``````````/4O6SI M#V_[AYK\A=7NM?,W.5U3K24+Z^X]T+/YO7,+-/4DHRU=DVZE9R:KK%K[6I++ M&MD;VUHRS30A&:$8P`6A>F/P97=KEB.)V/N7R_QSU0U>M-;7%]I&KQM><>7X MT82PK7&/N9-=S.,XNP5:O",*,EU2V#,>PGC-/-:U(20DJ`6^>C?PY/BJZ+3X MC8=:X#M>>.5<5-:W%/EOLQ5Q_*^PVV0M(PK6V0P&IW>*Q_%VHWUE=QFJ6]WC M,#;9&E'U?6NJD9))H`3IR224Y):=.662226622226$LDDDL(2RRRRRPA"666 M$/1"$/P0@`_T```````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`Y_RS^:ODOW?[E\W,D`P1P```````````````````````````````````=_Z MG_K3=:O?_P`-_6+K@#=Y```````````````````````````````````````` M`````````>/_`"%?J"=XOW/^R_U+[J`PQP```=-T'A3F7E:M2M^+N).3>2;B MXK2V]"AH.A;5N-:M<3W%*SDH4J6O8K(SU*T]W<4Z4)80C-&I/++Z/6C"`"0G MBGP<>7CF>:SAI7CT[.6=*_\`9QL[SD7CV]X:QM>E6I5*]&YERG,-71,;"SK4 MJ?K25XU849H32^B:/KR>L!*GPG\'EY<.3/DUQR1#KAUTM)J="M>VW)'+T^W9 MZC+4]E[6VL[+A37.4,'>9"W]I'TRU,G;V\WJ3>BO'^3ZP$TG7[X(?AC$SV&0 M[2=X.2M[],U.MD-6X)XVUKC"WMXR1F]>RH[IOF4Y5N,I1J^B6,:WY$L)X2QC M+"2$80J`)\NL_P`.EX>>KD]CD=7Z;Z+RAM%G+3]?;.Q%UE>=KVZN*499J5]_ M5GD*[RW'6+OJ4\D)I*N/PEG-+/\`RH>B,(1`31X+`8+5L/CM>UG"XG7=?P]K M3L<3@\%CK/$8?%V5&'HHV>.QF/HV]E96M*'_`+:=*2627_T@`^V````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````<_Y9_-7R7[O]R^;F M2`8(X```````````````````````````````````._\`4_\`6FZU>_\`X;^L M77`&[R`````````````````````````````````````````````````^AVK5 M]6>A>8W*XR M[JT*]*>$9*E*I-+&'HB`CTPWAL\3>!O(WUCXW^E5>M&C/0C)F>N/%FQV?J5) MI)IIH8_8=:REA+6A&2'JU(4O:2P],(30A&/I`_?8CQ<^,O7[R7(X'QU=%,)D M):=2E+?XCJ-P!C;R6E5A"%6E+=67'U&O"G4A#T32^MZ(_P#J`[GJG5GK%H/M=EM[6O5]O7MJ$N(UZSA2MZU>'KSR2^B6:?\` M#&'I`=X````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````<_Y9_-7R7[O]R^;F2`8(X``````````````````````````````` M````._\`4_\`6FZU>_\`X;^L77`&[R`````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````#G_`"S^:ODOW?[E\W,D`P1P```````````` M```````````````````````=_P"I_P"M-UJ]_P#PW]8NN`-WD``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````'/\`EG\U?)?N_P!R M^;F2`8(X```````````````````````````````````._P#4_P#6FZU>_P#X M;^L77`&[R``````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````#G_+/YJ^2_=_N7S8VTJ4Z-UD+74]GQ>>N+&VK5H1HTKB M[HV$:VUR>C+"G'TPGJ2QC^"$0%KH`````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`'/^6?S5\E^[_A'O`Y!^I#E`!L=`````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````Y_RS^:ODOW M?[E\W,D`P1P````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````3??#>_;:]"/>!R#]2'*`#8Z``````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````!S_EG\U?)?N_W+YN9(!@C@`````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````F^^&]^VUZ$>\#D'ZD.4`&QT```````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````#G_+/YJ^2_=_N7SA'O`Y!^I#E`!L=````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````Y_P`L_FKY+]W^Y?-S)`,$<``````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````$WWPWOVVO0CW@<@_ M4AR@`V.@```````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````<_P"6?S5\E^[_`'+YN9(!@C@` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``F^^&]^VUZ$>\#D'ZD.4`&QT``````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````#G_+/YJ^ M2_=_N7SA'O`Y!^I#E`!L=```````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````Y_RS^:OD MOW?[E\W,D`P1P``````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````3??#>_;:]"/>!R#]2'*`#8Z````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````!S_EG\U?)?N_W+YN9(!@C@```````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````F^^&]^VUZ$>\#D'ZD.4`&QT`````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````#G_`"S^:ODOW?[E\W,D`P1P```````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````3??#>_;:]"/>! MR#]2'*`#8Z`````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````!S_`)9_-7R7[O\`A'O`Y!^I#E`!L=``` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````Y_RS^:ODOW?[E\W,D`P1P`````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````3??#>_;:]"/ M>!R#]2'*`#8Z```````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````!S_EG\U?)?N_W+YN9(!@C M@``````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````F^^&]^VUZ$>\#D'ZD.4`&QT````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````#G_+/Y MJ^2_=_N7SU]A[>A[7U/5]I) MZ?6@!>]^XQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^43_D MF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^43_DF_[N`#[C'_Y1/^2; M_NX`/N,?_E$_Y)O^[@`^XQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^ M[@`^XQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^43_DF_[N M`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^43_DF_[N`#[C'_Y1/^2;_NX` M/N,?_E$_Y)O^[@`^XQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^ MXQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^43_DF_[N`#[C M'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,? M_E$_Y)O^[@`^XQ_^43_DF_[N`#[C'_Y1/^2;_NX`/N,?_E$_Y)O^[@`^XQ_^ M43_DF_[N`'C_`+^?"(?[#?3;L)VV_M"/]:'^H?C^[WK_`%?_`.R?_4G^M7R6 M_L++\E_UK_VEMN_(?M/EWK>W_)MYZ/5]'LX^GTP`IA@````````````````` M``````````````````F^^&]^VUZ$>\#D'ZD.4`&QT``````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````#G_+/YJ^2_=_N7S0````````````````````````````````` M```````````````$0'GX^QM\A/N`R_\`EW`@,88````````````````````` M``````````````$WWPWOVVO0CW@<@_4AR@`V.@`````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````<_Y9_-7R7[O]R^;F2`8(X`````````````````````````````````` M`._]3_UINM7O_P"&_K%UP!N\@``````````````````````````````````` M`````````````(@//Q]C;Y"?\#D'ZD.4`&QT`````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`#G_`"S^:ODOW?[E\W,D`P1P```````````````````````````````````= M_P"I_P"M-UJ]_P#PW]8NN`-WD``````````````````````````````````` M`````````````!$!Y^/L;?(3[@,O_EW`@,88```````````````````````` M```````````$WWPWOVVO0CW@<@_4AR@`V.@````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``<_Y9_-7R7[O]R^;F2`8(X```````````````````````````````````._ M]3_UINM7O_X;^L77`&[R```````````````````````````````````````` M`````````B`\_'V-OD)]P&7_`,NX$!C#```````````````````````````` M````````F^^&]^VUZ$>\#D'ZD.4`&QT````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````#G M_+/YJ^2_=_N7S0`````````````````````````````````````````` M``````$0'GX^QM\A/N`R_P#EW`@,88`````````````````````````````` M`````$WWPWOVVO0CW@<@_4AR@`V.@``````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````<_Y9 M_-7R7[O]R^;F2`8(X```````````````````````````````````._\`4_\` M6FZU>_\`X;^L77`&[R`````````````````````````````````````````` M```````B`\_'V-OD)]P&7_R[@0&,,``````````````````````````````` M````";[X;W[;7H1[P.0?J0Y0`;'0```````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````.?\L_ MFKY+]W^Y?-S)`,$<```````````````````````````````````'?^I_ZTW6 MKW_\-_6+K@#=Y``````````````````````````````````````````````` M``1`>?C[&WR$^X#+_P"7<"`QA@`````````````````````````````````` M`3??#>_;:]"/>!R#]2'*`#8Z```````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````!S_EG\U?) M?N_W+YN9(!@C@```````````````````````````````````[_U/_6FZU>__ M`(;^L77`&[R````````````````````````````````````````````````` MB`\_'V-OD)]P&7_R[@0&,,```````````````````````````````````";[ MX;W[;7H1[P.0?J0Y0`;'0``````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````.?\`+/YJ^2_= M_N7S0```````````````````````````````````````````````` M$0'GX^QM\A/N`R_^7<"`QA@```````````````````````````````````3? M?#>_;:]"/>!R#]2'*`#8Z``````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````!S_EG\U?)?N_ MW+YN9(!@C@```````````````````````````````````[_U/_6FZU>__AOZ MQ=<`;O(````````````````````````````````````````````````"(#S\ M?8V^0GW`9?\`R[@0&,,```````````````````````````````````";[X;W M[;7H1[P.0?J0Y0`;'0`````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````.?\L_FKY+]W^Y?- MS)`,$<```````````````````````````````````'?^I_ZTW6KW_P##?UBZ MX`W>0````````````````````````````````````````````````$0'GX^Q MM\A/N`R_^7<"`QA@```````````````````````````````````3??#>_;:] M"/>!R#]2'*`#8Z`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````!S_`)9_-7R7[O\`A'O`Y!^I#E`!L=``````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````Y_RS^:ODOW?[E\W M,D`P1P```````````````````````````````````=_ZG_K3=:O?_P`-_6+K M@#=Y`````````````````````````````````````````````````1`>?C[& MWR$^X#+_`.7<"`QA@```````````````````````````````````3??#>_;: M]"/>!R#]2'*`#8Z````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````!S_EG\U?)?N_W+YN9( M!@C@```````````````````````````````````[_P!3_P!:;K5[_P#AOZQ= M<`;O(````````````````````````````````````````````````"(#S\?8 MV^0GW`9?_+N!`8PP```````````````````````````````````)OOAO?MM> MA'O`Y!^I#E`!L=`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````Y_RS^:ODOW?[E\W,D` MP1P```````````````````````````````````=_ZG_K3=:O?_PW]8NN`-WD M````````````````````````````````````````````````!$!Y^/L;?(3[ M@,O_`)=P(#&&```````````````````````````````````!-]\-[]MKT(]X M'(/U(A'O`Y!^ MI#E`!L=````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````Y_P`L_FKY+]W^Y?-S)`,$<``` M````````````````````````````````'?\`J?\`K3=:O?\`\-_6+K@#=Y`` M```````````````````````````````````````````````1`>?C[&WR$^X# M+_Y=P(#&&```````````````````````````````````!-]\-[]MKT(]X'(/ MU(A'O`Y!^I#E M`!L=```````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````Y_RS^:ODOW?[E\W,D`P1P``````` M````````````````````````````=_ZG_K3=:O?_`,-_6+K@#=Y````````` M````````````````````````````````````````1`>?C[&WR$^X#+_Y=P(# M&&```````````````````````````````````!-]\-[]MKT(]X'(/U(_P#X;^L77`&[R``````` M``````````````````````````````````````````B`\_'V-OD)]P&7_P`N MX$!C#````````````````````````````````````F^^&]^VUZ$>\#D'ZD.4 M`&QT```````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````#G_+/YJ^2_=_N7S\#D'ZD.4`&Q MT``````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````#G_+/YJ^2_=_N7S0````````````` M```````````````````````````````````$0'GX^QM\A/N`R_\`EW`@,88` M``````````````````````````````````$WWPWOVVO0CW@<@_4AR@`V.@`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````<_Y9_-7R7[O]R^;F2`8(X`````````````` M`````````````````````._]3_UINM7O_P"&_K%UP!N\@``````````````` M`````````````````````````````````(@//Q]C;Y"?\#D'ZD.4`&QT`````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````#G_`"S^:ODOW?[E\W,D`P1P```````````````` M```````````````````=_P"I_P"M-UJ]_P#PW]8NN`-WD``````````````` M`````````````````````````````````!$!Y^/L;?(3[@,O_EW`@,88```` M```````````````````````````````$WWPWOVVO0CW@<@_4AR@`V.@````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````<_Y9_-7R7[O]R^;F2`8(X````````````````` M``````````````````._]3_UINM7O_X;^L77`&[R```````````````````` M`````````````````````````````B`\_'V-OD)]P&7_`,NX$!C#```````` M````````````````````````````F^^&]^VUZ$>\#D'ZD.4`&QT````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````#G_+/YJ^2_=_N7S0`````````````````````` M``````````````````````````$0'GX^QM\A/N`R_P#EW`@,88`````````` M`````````````````````````$WWPWOVVO0CW@<@_4AR@`V.@``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````<_Y9_-7R7[O]R^;F2`8(X``````````````````````` M````````````._\`4_\`6FZU>_\`X;^L77`&[R`````````````````````` M```````````````````````````B`\_'V-OD)]P&7_R[@0&,,``````````` M````````````````````````";[X;W[;7H1[P.0?J0Y0`;'0```````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````/R^[X2ZV72]OURQJ6]*^V#5\_A+.K=SU*=K2NLKB;NPMZ MES/1I5ZTEO)6KPC/&22>:$L(^B6,?P`,RS[E3Y3?T^=`/I3[%?PJ@'W*GRF_ MI\Z`?2GV*_A5`/N5/E-_3YT`^E/L5_"J`?:.(N1<[SIT0N\)H')^@ M[KF+7$\G=@:^5N<5JNUXG.Y"WQE"\ZP6%I6R%:TL)Y:,E6O1IS5(PA-4DE], MT`-*P````````````````````````````````````````````````!X0\G?5 M_?\`NGT#[2]5^+VQUW4]:,/13C#TQ@!GY_V_+W,/3C8^..&-HVC- M[1A.-^0>;,QN]_:YOCG`QNS]>M/P-U<4\EL-">I"XR5K+"A+/-"::> M$LDP%^0````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````$+GF-\T/&/ MATUO@?9.2N%M\YDH<\9S?L)B;;1]@U_`U<#5T&PU6_O*^1GS].I)M_A@`@E^^\]6?V'N?_I$XZ_%P#[[SU9_8>Y_^D3CK\7`62O$_ MY,M&\K_5[(=H./N,MLXFP./Y4VSBN?5]RR^'S>7J9#4\/JN8N,K+>8222SA9 MW=+:JO+-2FC'\$8`),P```````````````````````>!/)IWZU#QF= M0-^[?;SH&RGZGD\9B,WD*N][CA].M*]M?9B6>PI4["YS$M:I M":'IFDDC"7\,8`*OOWWGJS^P]S_](G'7XN`??>>K/[#W/_TB<=?BX":/PY>= MCB?S%[+SQK?&O!'(G#=?@?!Z#G,M<[QLFM9ZEGJ6_7^U6%I0QTF`ITY[:ICY M]5J35(U?3":%67U?\$0$[0```````````````/J\Y=92RPN8O<'BJ>KZ99II8PC$#\3]]YZL_L/<_\`TB<=?BX!]]YZL_L/ M<_\`TB<=?BX"97Q!_$!=7O+MN/)_%NC:3MW!O+W'6%L-OQ_'?(N;P.6R._:- M6N(8[-[/J5]@O5MKF74VK0@!X6^^\] M6?V'N?\`Z1..OQ<`^^\]6?V'N?\`Z1..OQW//T866.L*$WRBK)) M=7R?5O%/T0V3G;3J&L MYCG;==NUWBO@+6-LM;G)X');OFIKG,YK-;!B<=D\5E+G7=2T?!Y.]JS4ZU.G M/?2V=K/4DC=21B!19^^2>7#_`/USJ!]#6[?_`&\`??)/+A__`*YU`^AK=O\` M[>`67?AQ?B!.7_*3R7SMUW[

#RFX:WNNDXS" M9NKG-.US<:5>PLG0MMCDHS0J1],9ZY_^D3CK\7`/OO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P M#[[SU9_8>Y_^D3CK\7`/OO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P#[[S MU9_8>Y_^D3CK\7`/OO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P#[[SU9_8 M>Y_^D3CK\7`/OO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P#[[SU9_8>Y_^ MD3CK\7`/OO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P#[[SU9_8>Y_^D3CK M\7`/OO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P#[[SU9_8>Y_^D3CK\7`/ MOO/5G]A[G_Z1..OQ<`^^\]6?V'N?_I$XZ_%P#[[SU9_8>Y_^D3CK\7`2+^+7 MXF3@WRD=L,1U0T+K)ROQ9L.7T?=-WI[9M^W:AF<-1M=+LK>]NK&>RPU*2^FN M+V6XA+3FA'U98P_"`LS````````````````KV^7WXA#ASQ!\W<9\)N3. M8,IR9Q73Y4LXK7D+C6YZWKR?R/4JRP_P MPB`B4^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1. M.OQ<`^^\]6?V'N?_`*1..OQ<`^^\]6?V'N?_`*1..OQ(VC-[SHM]B,!D-QS%MA[;*Y*SL:$MY0````````````````````````````````````````````` M``````````````````````````````````````````````````````*(7QQ? MYK?'9_G_`-C_`)N\/`,\0``:G7P;?V2&R_O@1+W?]M'.<<6-O)9;#-ZD\+C`0H7DTU&7%7$UR!G4``#T'U4[/UO#E:6TQVX6,<5O&E5[^CD, MSQ=RAAK:TANO&^?KTJ5M&K?8"]NY*EM<34:'Y1QES:WTE.2EE0IT-MYLSMC<>O2AA=!MKZG)CJ=62I+D,]@!D)Y;+9 M7/Y7)YW.Y/(9K-YK(7F6S&8RUY3R%Y4K7=_D+^[K3U:U M:K//4JU)XS31C-&,0'UX#I/#G$'(_/\`RKQ[PEQ#JN2W?D[E/;L'H^C:KB:< M)[W-;%L%]1Q^/MH3SS26]I:R5:WM+BYK3T[>UMY)ZU:>2E3GGE`V8/#WXPN- M_%-TVTSK]K,,7GN4<[\GWCL+R;9T*GMN0^6T]+U.A2EQ M>!M9I*,*=C0^45*4+RZO*E4"4\````````````````````````!E$?%=>0N7 MN+Y',IP3I.=IY3A?I%9Y;A["S6%[5N,7F.8LC<6%[SIL$E*,9:-*\Q6Q8VTU M:I"66,)IM9FJ2SS25H`*OP``]C^/ON%N70;N9U[[;Z/\HN,EPWR!C\UF\/;1 MIPGVG0\K0N=;Y(TZ/MJM&C+_`%NT',Y''2SS32^QGN9:L(RS22S0`V]^+^2M M*YFXUX^Y>XVSMKL_'G*>DZMR)HNR67K_`"3/:?NF#L=CUO,6T*DLM26CD M\^!T_.IY$O=_UQ^,QN;QN0PV9Q]CE\/E M[&[QF6Q.3M+>_P`;D\;?V]2TOL?D+&[IU;6]L;VUJSTZM*I)-3J4YHRS0C", M8`,BKXB3P\9#Q:=M*NQ<783(3=.^Q60SNU\&9.$*UY9\>9JG<2WNV<%Y7(5: MUQ=0N-+FOJ=;"UKN:-7(8&M1_G;FZM,A/(!7J``%A?X=CS"9'Q<=MZ&M=C,E@=1YQQM2I4N+'CS-RW,;'4N=<;9PIUJU.MI,R>-S>-Q^9PV0L-O[>G=V.0Q] M]:5*MK>V-[:U9*E*K3GFIU*QFIVF(U[!VM6K1_*FT M;9G+JVQF*LI)H5+W(W=&A)_*J0`8O'DK\@/+WDQ[>X:/JTJ,\N(L;J:O?W,E.E^4LO=7=[/)+4N9I8`>" M@`!I2_"=>%^?KSQGC_)7V/U6:UYPYHUFM1ZUZIF[*,E]QAPGLEC[.OR/<6]W M1DJV&Y/;GWLO\MM:/(EMKM3C[@C&W,E&O'-'X^EA97$/89 M*QUBY]ML&2MYII8U<1AKN$L?7]6$0,53+97)Y[*Y/.9O(7F6S.9R%YEH^2AL?&OY1NI*MUF>OG(.4N:]OC[&$_KWES+QER!4 MN[2O/4F]G;8_-XJVI0A)3]64"Y&```````````````````````````#'%^)" M^VU[[^\#C[ZD.+P$((``````````````````````````````L^_"'?;):5[@ M.=O\A8P!J]@```````````````S0_C9_U^^J/[G]M]='*0"F&``````````` M```````````````````)/O"G]K?XY?WP.#OGQB@&UT`````````````````` M```````````````````````````````````````````````````````````` M`````````````````````"B%\<7^:WQV?Y_]C_F[P\`SQ``!J=?!M_9(;+^^ M!S)\Q^'P%KX```````````````````````%<'XL#[$KL;[P.N_UWZ0`R10`! M>\^!T_.IY$O=_P!Z=M]*RDO,UQAR9B:%S4TCDK7))JUK/'*:SDZ_IJT):U&3(X M^M6N3QMQ&22>K9W5.,\E.IZ\DH'FX``:.OPE'F7CR M_HEEXO\`L;MTM;E'BW`WM_U/V7.WLD+S>N)L#9_+,OPW\HN9O;9'9N*[&C6O M<13A//4JZO)4HR24Z.&]:H!>#```````````````````````!EQ_%.>9;_;: MY_FZ3<`;/\KZL=9=LNI=NSV%OO:XGFWGG&4KC%9?.4Z]",*5_I?&$+FZQ&(] M'IHW=_-?WTLU>A4L)Z0%2,``66?AL?#15\F'9[_7+S7KE2ZZ7]:=@Q>4Y'H7 MUO-#&\Q\CT:5#,ZOPC;5:M*:WN\/4DGH9+:H2^M/)A)J=I'V-3*6]Q2`UF;> MWM[.WH6EI0HVMK:T:5O;6UO2DH6]O;T)):5&A0HTI9:=&C1IRPEEEEA"666$ M(0AZ`']@````````````````````````&9#\8CY#8\]=Q-(Z+Z'FIKCC7J#C M?RWR+"QO9:N-S_8'D/$6-]>4+BG;5*MK=S<9Z%7L\?1GFC+7M,EEM4DI4:-*2:I5JU:DT)*=*E3DA&>I4J3QA"66$ M(QC&/H@`_<'OOKE?&[Y".O_9N%U<2 M:#C=DET7F[&4?E,\F9X2W^>C@.0)9[2TDGKY"\UJRK4\]CJ$(>BIEL1:>MZ9 M81A$#:PPV9Q.Q8?%;!@X[)8^]MYZEO M>6-]9UY*M*K3FFDJ4YX32QC",(@/L@`````````````````````````!&IS; MX=?&+V/Y2V[FSG+IAPYR7RMOMY9Y#<=YV3&Y>MF]@O MI;XG%V]"7U9)?Y%*7_U_"`Y7_8#^&W^[VX`_Q1G?Z>`/[`?PV_W>W`'^*,[_ M`$\`?V`_AM_N]N`/\49W^G@#^P'\-O\`=[<`?XHSO]/`']@/X;?[O;@#_%&= M_IX`_L!_#;_=[<`?XHSO]/`']@/X;?[O;@#_`!1G?Z>`/[`?PV_W>W`'^*,[ M_3P!_8#^&W^[VX`_Q1G?Z>`/[`?PV_W>W`'^*,[_`$\`Q[>Q^`PVI]A^>=6U MS'V^(U[6N9^42KHUQ)RIJV+W?C?D;LYQ'J&\:?FY*M7$;+K.`/[`?PV_W M>W`'^*,[_3P!_8#^&W^[VX`_Q1G?Z>`/[`?PV_W>W`'^*,[_`$\`?V`_AM_N M]N`/\49W^G@#^P'\-O\`=[<`?XHSO]/`']@/X;?[O;@#_%&=_IX!WCKEXI/' M5U%Y,M>8^M74GBCAWD^RP^6P%INFH8_*6^9H8;.TJ=#+X^2K=Y6[HPM[^C2E MEJ0]3TQA#\$8`)!P```````````````>'.TGC3Z(=U]OU[?NUG6+C/G'<=4U MN74-=V'=K'(W60Q&LRY._P`U+AK2>SR5E3ELX93*7%?T1EC'UZLWX?\`T`>8 M_P"P'\-O]WMP!_BC._T\`?V`_AM_N]N`/\49W^G@#^P'\-O]WMP!_BC._P!/ M`']@/X;?[O;@#_%&=_IX`_L!_#;_`'>W`'^*,[_3P!_8#^&W^[VX`_Q1G?Z> M`/[`?PV_W>W`'^*,[_3P!_8#^&W^[VX`_P`49W^G@#^P'\-O]WMP!_BC._T\ M`?V`_AM_N]N`/\49W^G@&7AYUN$>)^N'EC[D\)\&Z+@^-.*="W32\?IVC:W2 MK4<)K]ED.)./LY>V]A2N*]S6DIW&6REQ7F]:>;^75F_]/P`(E0`!LB\;^!?P M\Y;CO0LKDO'_`,"7F0R>EZMD+^[K8G.1JW5[>8.QN;JXJQAG80C4KUZDTTWH MA#\,0'[3^P'\-O\`=[<`?XHSO]/`']@/X;?[O;@#_%&=_IX`_L!_#;_=[<`? MXHSO]/`']@/X;?[O;@#_`!1G?Z>`/[`?PV_W>W`'^*,[_3P!_8#^&W^[VX`_ MQ1G?Z>`/[`?PV_W>W`'^*,[_`$\`?V`_AM_N]N`/\49W^G@#^P'\-O\`=[<` M?XHSO]/`/WG%_A5\5?"O(NE1+W?\`7'YQ\O@-#P```````````````````%6/XGGPS1\A/6^7M#P+K$MY MW`ZPZSD[VUQ6+LY*F5YOX4L8W>;V7C/U*7JW-_MVJU:EQF-7DE]M4KUY[W&T MZ4]7)4:EN!E2SR34YII)Y9I)Y)HR3R3PC+-)-+&,)I9I8PA&6:6,/1&$?PPB M`_R`Z#Q-RKR#P9R=H',O$^T9+2>3.+]NP.]:+MF(GIRY#`;1K61M\KB,C0EK M25;:XEH7EM+[2C6DJ4*].,U.K)/3FFEB!LN>&_R@\>^5KIGIO/6"_)>!Y:UO MY-HG8GC2SN9(U]$Y6QEA0GR-U8V52XN+V71]WH1AEL!<5)JD)K.M-:U*DUW9 MWSV^9FZHU9\!HFH8^2-]M_(6V7 M%+U?DFMZA@Z56ZK?RH5KJI+3M;>6I=7%"E4`VD>D'3;AKH'U@XHZJ<$X?\G: M+Q?K]*PJY6ZITH9_=]JO(_+=NY!VVYI0A+>;1N>>K5KVZC+Z*%#VDMO;R4K6 MC0HTP/6`````````````````````````#QIY">XVF]`NF/8/MONWR.XLN'N/ M\EF-=P=[5J4J6WCK_&NE0FHSR7$O];M\RV/L)ZE./IH4:\]:/HEIS1@ M!B$\F\C;ES#R/O\`RUR+FKC9.0.3]TVCD'=]ANY:Q')T;VTK5\3F-@U[*T*'$&C5ZLL(VDUUL'(/L,E5M+B$:-[AL%D:<81_P M`).?C*_'I_JG[(\5^0G0,%[#2.RV/H\8CB,%A;[5Y980]>6EK=*I5C&: MO":8"T0`````````````````````````````````````````PANV'ZTW97W_ M`/,GUB[&`X``D^\*?VM_CE_?`X.^?&*`;70````````````````````````` M```````````````````#'%^)"^VU[[^\#C[ZD.+P$((``WN.)OS5\:>[_3?F MYC0'0``````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````%$ M+XXO\UOCL_S_`.Q_S=X>`9X@``U.O@V_LD-E_?`YD^8_#X"U\``````````` M````````````"N#\6!]B5V-]X'7?Z[](`9(H``O>?`Z?G4\B7N_ZX_./E\!H M>`````````````````````,Q/XJWPQ_[(W-ESW^Z[ZG\DZT]B-LFDY8UC`8[ MU,3PMSKFH5KN[OJ5M:21DQ6A\N7-&M?6T8PA;6&>FN;26:C2NL;;`*>8``F" M\)GE4W3Q/]S-:Y@EFS&_]I2V?"XZM5I6=QOG M&MY<3Y3#33S4IJ\/E./C7H4,A<5(`;(G'?(6D'V/6-BQ]#*X7,8ZXA"6-2UO["YDJ2^M"6>7UO1-"$T(P@!^R``` M```````````````'B+R)][^(/&[U*Y1[7 M5>S_`#SL']8N3N6]HN]CSE6A+7HXC#6D826N#U/6;&XN+NKB]3U'"6]OC<9: MQJU9J-E;4Y9YZD_K5)@/.@#^UO;W%W<4+2TH5KJZNJU*WMK:WI3UKBXN*T\M M.C0H4:K(S?*,UY1]ID^(]`JPM\OJO!EI5J2^FSR&-JQDO]G]C"66XSD9;::>XHXRSK M1`LE``````````````````````````#.]^,]\AL=FY#X:\:_'V^PU&QNI(6]WO&RXJO:\0:7DY*7J7,M;6-+R-YGJ]O4C-;UY=@QM:$OM;:6, MH%$D``:Y'PP7CXAT;\9>@;AMV$FQG-O;^;&=A^1HW4LTN1Q>IY[%22\+Z97I MU*5O6M)<)Q]E4QUK7V"SDQ^0JR3RQGQ-]=T9O6 MIU9Y9@,338=?SFI9_.:KL^)R&`V76_),+C=(Y"RN,H8?>LI-5FFMK>WXTW:UQN:N;CV<]>3%6U[1I> MCY1-Z0-CH````````````````````````````````````````!A#=L/UINRO MO_YD^L78P'``$GWA3^UO\`A!``&]QQ-^:OC3W?Z;\ MW,:`Z``````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````H MA?'%_FM\=G^?_8_YN\/`,\0``:G7P;?V2&R_O@1+W?\`7'YQ\O@- M#P````````````````````!QOL+P%Q3VFX2Y-Z\2T[=-?"/>97^IFP6/BL[&;5ZFJ;?E,KE^G>TY MNY]2AKNXY*I=YO:>"+F_N:\*%OB]SO9J^5UJG&62/Y6N/QV/M;B^O[^^N*5I96-E:4I[BZO M+RZN)Z="VM;:A3FGJ5)YI9)))8QC&$(`,B[XBSS"7GE%[;5=7XKSMY/T[ZY9 M#-ZKP?9TYKBTL^1,[7FH6>X\W92PJ0I5*E3:[BPEM\')<2PJV6!HTIO9V]Q> M7U.8"O$``+LWPFWA@FYVY&QWDU[':K-4X;X>V:O;=8-5S=E&%IR7S%KUQ&E> M\I5K:\H^I?:;Q'D9?9XRK3A-3NMJI1C"I+'#UZ-8#22````````````````` M`````````'"^S?83CWJ?UZYE[*\MM>QM:\ MM<'C/7A/\HSFQY&6CC\?0EEGJ7-]=4J4DLT\\LL0,/+M!V'Y`[:=BN:NR_*5 MY\LW[G#DC:N1MBEDKW%>SQEQLF5N+ZTU[$1NIZE:AK^L8Z>CCL=0C'U;>PM: M-*6$)9(0@!P@!+QX,_'W6\DGD@X-X)S.(K9/B+5KZKS-V"JRR>M:T.&^.+S' M7F:Q-]-Z)IZ5'?\`8K[%ZO)/)"::E6SR>E866QX?[PV.5Y/A-96E:E88?G7"5K&SYJQ52KZ*E&>ZVB_R5AM,U2: MI+/7N\]=RRTX26_K3`57``!L$?#>^0R3R`^,SBN\VO.2Y7G3K=+0Z\:9CK6''>[5Y9ZDUQ>2[MQO4QU:ZO8RRT[C.6^2DD_\`R9@$^``````` M`````````````````````````````````,(;MA^M-V5]_P#S)]8NQ@.``)/O M"G]K?XY?WP.#OGQB@&UT```````````````````````````````````````` M`````QQ?B0OMM>^_O`X^^I#B\!""``-[CB;\U?&GN_TWYN8T!T`````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````!1"^.+_-;X[/\_P#L M?\W>'@&>(``-3KX-O[)#9?WP.9/F/P^`M?````````````````````````K@ M_%@?8E=C?>!UW^N_2`&2*``+WGP.GYU/(E[O^N/SCY?`:'@````````````` M`````````A&\[OB0U?RQ]/LEIN!ML3B.S_#LN8WCK1NU_-0LZ7]9JME2AG., M=BRE63UK;2>4+6PH6MS4C-+)8Y&WL;^:$\EI/1K`8\6W:EL^@[5LNC;M@,MJ MFY:;GLMJ^UZQGK&OC,WKVQX&_KXO-83+XZZDIW-CDL7D;6I1KTJDL)Z=22,L M8>F`#\Z`^TPF;S&M9K$;'KN5R&#V#7\IC\W@LWB;NOC\KA\QBKNE?XS*XR_M M9Z5S99#'WM"2M1K4YI:E.I)":6,(PA$!K_?#]^7C#^5?I_97>\Y+%VG;/@:W MPND]B]VU.26WD MMIJH$\P```````````````*07Q:_F5_U.&XBH7EI7A5LMHY6M)I;G,TYO5FH:M-3HS25*>9]:B!G"``"5 MKPY>+OD3RN]Q]1X%P$^4USB77/DV[]B.3K&A+&70>*["\IR7]'&W-Q;7=E_7 MC=*\OY*P%"I2K2QO:\;FK2FM+2ZFD`V6.(>)...!>+M!X7XAU+$Z)QCQAJN' MTO1M1PE&-'&X+7<%9T[+'V=+UYJE>YK>RI^O7N*T]2XNJ\\]:M//5GGGF`Z, M``````````````````````````**WQGOD,_JCQCPWXV-`S=2EF^6*F,Y[[!4 M;2?T2R<;ZOG+JTXCT^_FE]I2KT]FY#P=WFZ]"/LZUM/K5A4_#3N8>D#.P``& MHQ\(7X\H]9^BF<[@;WA9K/E?NMDK+-ZY#(64M'(8#K]I%SD\=Q_0H1KTXW5O M+R!F[G([!4GISPH7^+K8B>,GK4831`MP``"$CX@SQ[R^1/QGV= M>I":-M)Z`,;X``66?A9/(?\`[$ODFUGBO=,S4L>$>Z=OA^!]PI5[KV.*PO)M MQE8UN#-VN*4TU.C/<6FW7U;7IJE6>2E;6&SW5Q-ZT:,D`&L^```````````` M```````````````````````````#"&[8?K3=E??_`,R?6+L8#@`"3[PI_:W^ M.7]\#@[Y\8H!M=`````````````````````````````````````````````, M<7XD+[;7OO[P./OJ0XO`0@@`#>XXF_-7QI[O]-^;F-`=```````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````40OCB_S6^.S_/_`+'_`#=X M>`9X@``U.O@V_LD-E_?`YD^8_#X"U\```````````````````````"N#\6!] MB5V-]X'7?Z[](`9(H``O>?`Z?G4\B7N_ZX_./E\!H>`````````````````` M``````H+?%O^&*G>V>0\J_6S5/5OK&GB\1W)TO7K",T;VQEC0Q6M=AK.PL[> M,T+C'2^PQ6VSRQC":VA99*:G)"CE;J<#/P``$@WC"\AW+/C#[@<;]I>+9[C* M66$N)]QDN*U&WIWV+N:LE:3'YJRL[N- M.I"C&G.!M"=;NQ'$W;/@CBSLAP9LU';^*.8=1QVY:;G*^THW>+RU ME&>>KBMBU[*V]QC\G8U(^VLI"%2E-"`';@````````````$4GF0\H/ M'OBEZ9[ESUG?R7GN6MD^4Z)UVXTO+F2%?>^5LG85Y\==7UE3N+>]FT?2*$(Y M;/W%.:G"6SHRVM.I+=WEI)4`QH^6>5>0><^3M_YEY8VC);MR9RAMV>WK>MLR M\].;(9_:-ER-QE\N9O9T:,E.A0IPEITI)*_W%.G=_U%X_LJGY+PEOZM&G&G)7O9J,EW?W0_N5N/D![H=@NV^Z2W MUI<+@'NGQI]*]J\A7>#KSU,UB6^M[7D_>K*3>L]8T)JLVH<6:[3J[)R M9MD\\80MZ5;#:7B[R>TEK3TY+G(36]O":$]:2$0-N?2-*U3C;2]0XZT/`X_5 MM'T'5\!I6F:QB:4:&*US5-5Q-I@M=P.,H1FFC1Q^(Q%A1MZ,GICZM.G"'I`? MJ````8^'Q'OCXF\?WDWY8Q>K8;\F\)=C/:]C.%YK:E4AC<=C-ZRV1AO>DT)H M2QMK2II'(]ID[>WLY9YZE#"5L;5GA+"XD@`@6`?(M+NZL+JVOK&YN+*]LKBC M=V=Y:5JEM=6EU;5):UO`A!``&]Q MQ-^:OC3W?Z;\W,:`Z``````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````HA?'%_FM\=G^?_8_YN\/`,\0``:G7P;?V2&R_O@1+ MW?\`7'YQ\O@-#P```````````````````````'TNR:WK^XZ[G]0VW!XG9M5V MK"Y36]FUO/X^URV"V'7\Y8U\9F<'FL5?4J]CD\3EL;=5*%S;UI)Z5:C4FDGE MC+&,`&/SY]O$1L'BD[?Y#$Z=C,M>]3><*V7W7K?MMU4N\A+BL?3N:<^S,N(T7EVK+1Q]]'_^6LS\$*EELG*F/N:]EB)HR2STM8GGN))ZE++PA2 M`O"@```````````````````````````IW?&&^0S_`%`]--,Z.Z%FZ=MR7W"R MGY2Y"IVT_IO\+U[X^REGD,I3GFIQEK8^IR'OU#'X^C4],9+K&X[+6\TL831C M`#,8``&C/\&)X^)M$X;YE\CF^8;V.QBG7_`)0%Y$````!6/^*O\?$.Y/C:SW-& MGX2;(\S=)+K,\]4M>*>YN+IT=/H7EQ++C,%V%T M2QOLEJ-Q2C<3PHX__6!J4,EA:WLH0JY#)R8>E-ZT*4GJ@:@@```````````` M``````````````````````````PANV'ZTW97W_\`,GUB[&`X``D^\*?VM_CE M_?`X.^?&*`;70````````````````````````````````````````````#'% M^)"^VU[[^\#C[ZD.+P$((``WN.)OS5\:>[_3?FYC0'0````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````%$+XXO\`-;X[/\_^Q_S=X>`9 MX@``U.O@V_LD-E_?`YD^8_#X"U\```````````````````````"N#\6!]B5V M-]X'7?Z[](`9(H``O>?`Z?G4\B7N_P"N/SCY?`:'@``````````````````` M`````"/KR>>/+B7R==0.2>K?*5*UQU[F[7^L7%7(,;"G>Y3BKEK"VUU_4[>L M5+&,E>>C;5[FI9Y.VIU*4V0PUY=VGKR>W]>4#%_[,=<>7.HO//*76WG;5[C3 M^5N(-LR&H[;AZOM9[6I<6D9:MAF\)>U*-"&7U?9<57H9'%7].6%&_P`==4;B MGZ9*DL0'#`'^I)YJ``+&/PY?ANR'E![44^0.6\#>0Z9=5Z5 M:VLN4MNAZN2U7@O$7WL_5N/RY-))>['&C'VEGK\LU*-2WNE-4JU:DTLE.26,TT80A&(#%9\ MRW?K)>27R&\]]E*5_D*_&]3.2\<\$8R_GF]X_JW6(TJ2A;32PCCJFU5) MKO8[VV],\*64S5U"$TT/1$!%R`[[U7ZY[_VZ['<*=9.+K:6XWSF_D;6>/Y"Y MC+">ZO:]6M/Z9YYHQ`[4`````^'D<=C\OC[[$Y:QL\IB\I9W..R6-R-M1OT9[:\L;ZSN9*MO=V=W;U9J=6E4EFDJ231EFA&$8P`8I_F+Z$Y'QN>0KG M_K-2L[JCQY8[%'?>#M@LA6FEE]I ME,3=1E],GJS3`1A@/U6B[MM7&F[:=R/HN;OM:W?C_:M>W;3MCQ=::WR6O[5J MF7M,[KV;QUQ)&$]"^Q67L*->C/#\,M2G",/\`#;G\:O=;5/(;TAZ^=M=7AC[ M.YY1T>TJ;UKN.KQK4M-Y2UZM6USDS4/5J3S7=.WPFYXN\DLYJ\)*MSCYK>X] M'J5I(Q`]S@````````````````````````````````````,(;MA^M-V5]_\` MS)]8NQ@.``)/O"G]K?XY?WP.#OGQB@&UT``````````````````````````` M``````````````````QQ?B0OMM>^_O`X^^I#B\!""``-[CB;\U?&GN_TWYN8 MT!T````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````!1"^ M.+_-;X[/\_\`L?\`-WAX!GB``#4Z^#;^R0V7]\#F3YC\/@+7P``````````` M````````````*X/Q8'V)78WW@==_KOT@!DB@`"]Y\#I^=3R)>[_KC\X^7P&A MX``````````````````````````*C?Q3GADAW6X%J=W^O>J2W7:CK9JMQ-N^ M!PUI//E>;N!<1&ZR>4Q%*TMY(S9/>N,(W%QE,3&'HKWF,FOK&$+BM''4J8&7 M6``/4?2[M[S%T0[-<3=J."LS^2N0>*=DH9>A:7%2O#"[7@+F2>PVG1MHM[>I M3J7NK[EK]S<8^^IRS2U):->-2E-3K24ZD@&TET)[M<.^0WJKQ3VMX1O_`%]5 MY'P=*IF-;NKJA=9WCO>+"2G;[EQQM/L):VV_FG,6<\)J'Y+XZMN+.C-2JVLE[&D!D'YG,Y?8LOE=@ MV#*Y+.Y_.Y*^S.;S>9OKK)Y?,Y?)W56]R65RN2O:M>]R.2R-[7GK5Z]:>>K6 MJSS3SS1FC&(#ZT!ZAZ8]0^9.]W9?BGJQP-A9-JN[:C<5.GJK MQAU2X-Q_J:QH.+]KG]HN[2VMMBY)W[)R4:VXM"OL&TY*GZ\9/7GIV M5I3H65",MM;4))`/98```````````````````````````*POQ6OD+EZ;^.#, M<':9G:=AS3WVO:MME\5PY;6%&ZYTVNA)1C)-4L[C`Y"RUBI+&:6 M/IV>%27UH49X0`R@0`!>X^#`\>DVR2;D#!5/R1QS;Y#@+KW6O[*E&A= M;OLN,MKWE_=<35KRRW5&XUC3;ZRP-"YH^FA<2;!DJ$9O:6\\LH&B```````` M"FM\8WX^)><.H7'W>_1,-\HY$ZDYBGJW)E2TI4_E.8Z_\D9:UL?EMU&$M2[O MJG'/)=Q85[:E)"6G0L,[E;FI'U:4/0!F8``"\5\&1Y#)-`YIY>\<._9R6WUO MG2CD>;>!K:[C"%.GR[IFO4*/)NLV,_K^TFNMRXOP%#*2R32^RIRZI6]$9:E? MT5`-&X````````````````````````````````````!A#=L/UINROO\`^9/K M%V,!P`!)]X4_M;_'+^^!P=\^,4`VN@`````````````````````````````` M``````````````&.+\2%]MKWW]X''WU(<7@(00`!O<<3?FKXT]W^F_-S&@.@ M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````````*(7QQ?Y MK?'9_G_V/^;O#P#/$``&IU\&W]DALO[X',GS'X?`6O@````````````````` M``````5P?BP/L2NQOO`Z[_7?I`#)%``%[SX'3\ZGD2]W_7'YQ\O@-#P````` M``````````````````````&65\49X9(]$>P<_<3@#5)K/J7V;V[)7&:P^'M9 M:>&X/YTR_P`KSF:TVE:T))*.)TGD"6E=Y77J=.$+>SJ4;W'R2T*%O9250*G@ M``LH_#8>8VY\:/:J3B+F/8[BATV[-9S#X#DJ6]N8QQ/$G(M:>VQ.I MK)7M[BWKR2U:->A6I334ZU&M3FA-+-+&,LTL81A'T`/[`````.$]F^R/$/4' M@3E'LISQM%'4.*>(=5O=KVS,3RRUKNI0MXT[?'83"6,U6C/E]FV7+W-OCL78 MR30JWN0NJ-"3^54@`Q=?)?Y`^6O)GV^Y,[4\L5*V/_K+=4\%QQHDE]4O<3Q; MQ5@JUS3TS0<-/-+2I32XZVN*ES?W$E.E#(9>[N[R:26>XFE@!X'`?ZDDFJ32 MR22S3SSS0DDDDA&::>::,(2RRRPA&,TTT8^B$(?AC$!J_?#.>&B7QQ=9I^?^ M=-4EL.YG9C`X[(;7:92VA#,<,<27$;3,:OP_))5A-5QFQ9"YIT\MM$LOLYXY M"%K8U9(QQ0O:6V[O:0DC+2N:?(?(=QE,G:W,U.G M<3X:ICZ%6'IMX>@""X!^SXXX]W#EOD+1>*^/<'>;-OO)6X:WH6E:[CZS^/GA5IU9(?*L9D*LD)HRQ]6:,(P_#`!A_=\>H^\=$.X/8'J5R#+<5,]PIR M)EM:LK_._$78GBK*38CD3A?D+5N1M2O/7K2V\^5U;+6V3IX[)4Z%2E M/=X7,4J$]I?6\8^I=6=>K1GA&2>:$0-POJ3V6X_[C]9N#NT?%U;U]'YRXWUK MD#$6D]U;WMY@;C,V,DV;U'+W%I_^&CL&F9^G=8G(R2?R:=_95I/_`-T!Z(`` M`````````````````````````````````!A#=L/UINROO_YD^L78P'``$GWA M3^UO\`A!``&]QQ-^:OC3W?Z;\W,:`Z``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````HA?'%_FM\=G^?_8_Y MN\/`,\0``:G7P;?V2&R_O@1+W?\`7'YQ\O@-#P`````````````` M`````````````'G_`+4=9>(NY/7KE?K)SMKM/9^+>8=3O-5V;'_S4E]935)Z M5[AMCP5U5I5Y<;M&I9ZSM. M,RUM=V,]2>I;331`\&``#2W^$X\RE3LEQ-1\;_8C;/E7.O`NIPNNO.R9N[A" M^Y0X(UZC1M9M%C<5YH?E'<.&;/V5.WIRS>WN]7]G/+3FABKVXF`N@@````,O M'XJ/S+3]S^?*O1KK_M,MSU=ZS;=?4]]SN$O(U,;S5S[AI[O#9;(PO*%2:WRF MB\6^O<8W#^S_`/P][DJM]?>O<48XZI1`J*@`"YI\*!X9O]IOEVU\C/8K4OE/ M7_@/;(4>`];SMK__`$_EKG;7ZLEQ_6Z-I6A"?(Z7PQ?>QKR5?1"VO=FA1HRS MU88W(VX#3$`````````````````````````````01?$7^0V'CU\9W+6>U3-2 MXSG+L%1NNO'"$+:]GM,QB\YOF(R%'<=^QT]M4EOK6MQUH-+(7]I=R2QI4JVL:M.-CD?]7>DTLGDZ\L(QK6&2O6,DM*6$P&?4``-"'X+_R&PRFMSHQC*!?7 M```````````````````````````````````!A#=L/UINROO_`.9/K%V,!P`! M)]X4_M;_`!R_O@<'?/C%`-KH```````````````````````````````````` M````````!CB_$A?;:]]_>!Q]]2'%X"$$``;W'$WYJ^-/=_IOSR,F$W+D+4M7R M\^/N=+XEI6]]+CI--)-"$8QECZ`+27^UEU8_:7Z__ M`$R\=?Z1@'^UEU8_:7Z__3+QU_I&`?[675C]I?K_`/3+QU_I&`?[675C]I?K M_P#3+QU_I&`?[675C]I?K_\`3+QU_I&`?[675C]I?K_],O'7^D8!_M9=6/VE M^O\`],O'7^D8!_M9=6/VE^O_`-,O'7^D8!_M9=6/VE^O_P!,O'7^D8!_M9=6 M/VE^O_TR\=?Z1@'^UEU8_:7Z_P#TR\=?Z1@'^UEU8_:7Z_\`TR\=?Z1@'^UE MU8_:7Z__`$R\=?Z1@'^UEU8_:7Z__3+QU_I&`?[675C]I?K_`/3+QU_I&`?[ M675C]I?K_P#3+QU_I&`?[675C]I?K_\`3+QU_I&`?[675C]I?K_],O'7^D8" MO+\4IV`X'WWPS=A-9T7FSB/=-DO-\X`K6>OZGR1INQYNZI6?-&F75W5ML3A\ MS>7]>G:VU*:I4FEIQA)3EC--Z(0C$!E0@`"]Y\#I^=3R)>[_`*X_./E\!H>` M````````````````````````````("_B"O#YA/*MU)NJV@8O&V?;S@*QSNW] M>]BJQM[.IMLM2VIW6S\)9W(7%2WMI<+R)2QU*7'U[FI3I8S.4;6O-5IVL]]+ M6`R#\WA,QK6:R^N;%BLA@]@U_*9#"9W"9:TKX_*X?,8J[JV&3Q63L+J2E>&-JOM)Y3XFV[#[ MOH^SX^%.>MB\[A+J2YMXU[:O)5M,CC;N2$UO>6=Q)4MKVTJU*%:2>E4GDB!L M[>)KR3\9^4[IKQ_V7T>G8X'>^4K:TA6M.,.)<7=T M9,YE*56M0N+.MMVPU)Y<7K]G4EGEN)TO2-7QDLWR?%X/#6\M"A"K6J1FN+[(7=3UKB[NJTT]Q>7 M56I7K3SU:D\T0.J`````````````````````````````,G#XJCR&?[:/DCS_ M``[IF;IY+A3I-;YGA#5?D<_KV&6Y5JWUI<<[[1+-'UHS7$FVXNWUR$TLT:%2 MWUFE6IP_GIYIP*RP#Y%I:75_=6UC8VUQ>WM[<4;2SL[2C4N;J[NKFI+1M[:V MMZ,L]:O<5ZT\))))(1FFFC"$(1C$!M-^%CH';>-OQU<"=6\+K M4MVQEK6FDHUW6=CFL?Z\?4EOK"E&;TPA&`##TYTX8W_KGS-RGP+RKA:V MO8VZK6GMK2YI^FC=6U2G6IS3 M4YY9H@N>AO;O>NAW<#@#MIQY5NILYPQR%B=CR6(M;CY-_6W2KKVN&Y"T M6ZK1C"62QWG1^_O`X^^I#B\!""``-[CB;\U?&GN_TWYN8T!T`````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````!1"^.+_-;X[/\_P#L M?\W>'@&>(```````````````````````````````"]Y\#I^=3R)>[_KC\X^7 MP&AX``````````````````````````````,\[XM[PQT]4S.1\JG6_5O9:[L^ M0QN,[CZA@[*:6WPNU9"O9X;6>?+2TM_6I4;/;[NM0Q>S1DDI2PRL;3(30JUK M_(5Y`*'```FR\$GEHV7Q.]Q\5O6*DC&6\W3BN^R->]LY(2QJWF/N+^PDFIQO?:TP-B;4]KUK?-5UG>-+SN M+VC3MSU_#;7J>S8.\HY'"[%K6Q8ZVR^"SN'R%M-/;WV+R^+O*5Q;UJ2/(9WKX=\TXX/1<7\DU/4J-[0M,[R;R1F*=:AI/ M&VKRU9:L];,;+DZ?\[4DI59S5\]F*E/VE/%83'4J5+':YJ&MVE6I6GQVJZ;KUG:XS&V\9YYZ5G: MTX3SU*GKSS`>;@'Z[0="W/E/>=/XTXZUO+;EOW(&S833=+U/`VL][FMDVC9, ME;XC!83%VDG\JO?9/)7=.C3E_!",T\/3&$/P@-C/P?>)S2O$WT[PG&=:CA\Y MV*Y/_)>]=F>1,?)3N(9O>8V,U/'Z1@,G/1IWE;C_`(RL[JI88N2;U9+BYJ7N M1]E1JY"K2E`F7`````````````````````````````18>:#OU9>-OQV<^=C[ M2_M[;DNI@X<9<#V=6>S]MD>;>1*%YA]*N;:TOI9K?)T]-IRW>R7MK&$8UL9A M+F$(`,6+(9#(9?(7V6RU]>9/*9.\NY#(9"]K3W-Y?7UYVX*TZ\C7A5I4ZU]M^-N,_ZD]*I)<6>L75&/JQJ2S0 M`UH0````````````&;#\97X]H\4=E.+/(-H&`FM]&[*XVVXRYFN;&SDIV.,Y MTT'#PAJV:R%>G&222ZY(XPQ\M&E3A3C&:MJMW6J3QGKP@`I2@`#2_P#@X?(7 M+S3U2Y$Z#;YG:=?D+JGD*V[<4T+V]JU6G;V6PXRVITY9:7IB!`A!``&] MQQ-^:OC3W?Z;\W,:`Z`````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````HA?'%_FM\=G^?_8_YN\/`,\0```````````````````````` M```````%[SX'3\ZGD2]W_7'YQ\O@-#P````````````````````````````` M`?E=ZT?4.3=*V[CCD'7,3N&A[]K.=TS=-3SUI3O\)LVJ[-C+G#9_`Y>QK0C2 MN\;EL5>U:%:G-^">G4C`!CH^;/&X[&V>]\%Y;.7UQ+;VMO;6 M\MSG-9C<1DIR4Y,A8>V__P"7:Q`@S^(Q\Q-[Y0NV573.*=,E:30DC/-M$:,+3!25?Y5K@*%*I[.A2- MQ1RV[X^O<8O6YIO9PEP=6[O82UJ>1L:U$"]N```````````````````````` M``````,POXP;R&T^P_=+3^E&@9ZG?<8]-\7<5MZ_)]Q-4LY MJ49YK2__`-7.F4\=BZ7_`.ELG^P'XS.,?Z MW8+\D\X]G/D?8KF#Y99?)Q_U;Z%D/;2PO[7^I7'TEG\IL:WJ_(\W M?9+T22S5)_2!/\`````````````CF\LG1;">1KH)V%ZL7MM8QVW;-1J[%Q#E M[V6WECKG,^E3_P!9.-LG3O;B>E^3;6]S]C)C,C5EJ4XS8C(7=*,WJ59H1`Q. M-AU_.:EG\YJNSXG(8#9=9S&3U_8<%EK6M8Y7"YS#7M?'9;$Y.RN)9*]GD,;? MVU2C6I3RPGIU)(RQA",(@/IP$D7B1[W9?QP]_P#KWVDHW%Y#2M;VRAJW,V+L MK>>]K9WA+=YJ>OPNT MX+"[/K>4L4Q]W1FGHW5CD+&XIU:522 M,99Z<\)H1]$0'VP````````````````````````````````#"&[8?K3=E??_ M`,R?6+L8#@`"3[PI_:W^.7]\#@[Y\8H!M=`````````````````````````` M```````````````````,<7XD+[;7OO[P./OJ0XO`0@@`#>XXF_-7QI[O]-^; MF-`=```````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````40 MOCB_S6^.S_/_`+'_`#=X>`9X@``LD^)_X;CF[RO]7LAV@X][)\5\3X''\J;9 MQ7/J^Y:IMN:R]3(:GA]5S%QE9;S"5)+.%G=T]JIR221AZ\LU*:,?P1@`DS^Y M#=I_VX.O_P!'O(O_`,X!]R&[3_MP=?\`Z/>1?_G`/N0W:?\`;@Z__1[R+_\` M.`?1?_G`/N0W:?]N#K_\` M1[R+_P#.`?\B__`#@'W(;M/^W! MU_\`H]Y%_P#G`/N0W:?]N#K_`/1[R+_\X!]R&[3_`+<'7_Z/>1?_`)P#[D-V MG_;@Z_\`T>\B_P#S@'W(;M/^W!U_^CWD7_YP#[D-VG_;@Z__`$>\B_\`S@'W M(;M/^W!U_P#H]Y%_^A9S1,'>:?J>G[ MEB,W?U=[W'#Z=:5[:^S%6:PI4["YS$M:I":'IFIR1A+^&,`%7X``7O/@=/SJ M>1+W?]6?QI\8>5#I MSO?6S>9K'`[K2EJ;EP7R97M8U[GC#E_$6%Y1UK/SQI4:UU<:SE);JIC<[:4X M>O=XF[K0I1DN9+>M2`QC^=>$.4>M?,7(_`G-6IY#1N5>)]LRNE[QJV3A)&OC M,WB*\:56-"YHS5+3)8N_HQDN;*]MYZEK?6=:E<4)YZ-62>8#E`#^E*K5H3RU M:-2I1JR^GU:E*>:G/+ZT(RQ]6>2,)H>F6,81_P#V1`?S``%@7X>;P^97RH=N M+?)\DX3(4NGO7R\PVW<^YN$]Q86^[7]6M/)Q.*P&*QF"P6,Q^%PF%Q]EB<-AL396V.Q6)Q6. MMJ=GC\9C,?9TZ-I88^PM*,E*C1I224Z5.2$LL(2PA`!]@``````````````` M``````````````\2>1SN?J/CYZ3=A>V^X0M[J3B;0[R[U+!7$9O5VWDO/W%M MJ_&.HQEI3RW$+?8M\S./MKJK3A--:V4]:XC#U*,WH`Q$N0M^V_E7?MXY0Y!S MEYL^^\D;ALN_;OLN1FEGR&P[?N&:O=AV7.7T\DLDDUYELSD:UQ5C"$(1GJ1] M$(`/QX":;P#>/2/D<\E/#'%VRX6GEN%.+;B'//8"2\MY[C%WW&O'F3Q=:EIU M])"-.2M3Y(W"^Q>`JT_:259;+(7-Q)ZWR>:6(&RD```````````````#*D^+ M-\>G^R1Y$:_8[1\%^3^&N[V/R/)]&-E9?)\5@^,U-?\`,?1^^QG& M56:^O9+C)9[@[/RY'(<+YJ,D]26M+1UBQL+[5):^_O`X^^I#B\!""``-[CB;\U?&GN_TWYN8T!T````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````!1"^.+_-;X[/\_\` ML?\`-WAX!GB``#4Z^#;^R0V7]\#F3YC\/@+7P``````````````````````` M*X/Q8'V)78WW@==_KOT@!DB@`"]Y\#I^=3R)>[_KC\X^7P&AX``````````` M``````````````````````II?%=>&/\`VH>(;CR)]=-3^4]A.!-7FH\[ZS@, M=ZV2Y?X,P5O4KQVN%"TDC5R>\<.6E*:K":,D:][KE-4FCC;"WF`S-```` M>B^I?5CF+NMV)XJZP<#:_P#UBY.Y;VBTUS!TJ\U>CB,-:1A/=9S;-FOK>WNZ MN+U/4<);W&2R=U"E5FHV5M4FDDJ3^K3F`VBO'/T)X=\:_4OC3JGPQ0^4XK4+ M.;*[KN=S94++.3S1FEM:?'.ZXW%9VO6EDGK1Q]A=6\ MGHA<3>D#9,DGDJ22U*`A!``&]QQ-^:OC3W?Z;\W,:`Z`````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````HA?'%_FM\=G^?_8_ MYN\/`,\0``:G7P;?V2&R_O@1+W?]2:$99I9I9H1A-+- M"/HC"/X(P`9'7Q,_C(X[\<'?BE<\)1Q>)X0[1ZWEN:M'X[Q]O-9R\4YF;8[S M%[QHV,M:=&6QIZ7;9J,EY@Y*,TL+.RN_D/LI9+.G5K@5S@`!IR_!_P#CEXEX MBZ36'D5R$EKM/._;"MR%JV!R]S94Y9N*^(.,^4]GXYO-+P=2I+/6ADMYW;CV MOE\O=R3PDN+6EC+:6G3C:5I[@"XF``````````````````````````````// M_:OL?Q[U!ZW\U]G>5+OY)H7"/'>Q[_G9)*LE&[ROY%L9ZF+UO%S5)9Y)\YM> M9GM\9821A'VM[=TI/1_*`8>G9/L!R+VKY^YA[(^J>-HY"GK.Z[A0S7+&;QT?8UM7X:T^6.Q\FYN2\FEC0LJZQBP6)M:-CBL+@ M\-94,;B<3C+*WEDH6>/QMA;4Z-&E)+"2G3DA+"$(0@`^X``````````````` M``8]7Q&_CW_L^_)KRSAM5PLN+X0[#35NQ'"OR.TK6^(QF(WK*Y";==&M(QA- M:6\VB<@VV1M;>UI5)YJ.&JX^I-"G[>62`$#@``U\OAJ?(;4[]^,WC:CN>>J9 MCG3K!4MNO'+U6^N):V7S-'5,7:U.,=[NYIYY[R\_K;QW4LJ5U?5XQGO%/[6_QR_O@<'?/C%`-KH``````````````````````````````` M`````````````!CB_$A?;:]]_>!Q]]2'%X"$$``;W'$WYJ^-/=_IOS!R=_CN(=$R]*C-5C4IYO<<;= M[#<6]7V-2A/@\77EA/)7A&`&>0``+T7PF/('CBZ6<;\\]KNU'-=0/IPTG^E`#^VM\1_P#> M-=0/IPTG^E`#^VM\1_\`>-=0/IPTG^E`#^VM\1_]XUU`^G#2?Z4`/[:WQ'_W MC74#Z<-)_I0`_MK?$?\`WC74#Z<-)_I0`_MK?$?_`'C74#Z<-)_I0`_MK?$? M_>-=0/IPTG^E`#^VM\1_]XUU`^G#2?Z4`/[:WQ'_`-XUU`^G#2?Z4`5K_B?^ M<_%OY#NAN.VWA3O!U2WOL[U:VZ&]\7:[KG+^H93;-VTG;Y\7KO+/'.!LK;(U M:UW=92QM<9G:5*26-:OCODMT[0MSSM/$ M\']QK?&^_O`X^^I#B\!""``-[CB;\U?&GN_P!-^;F-`=`` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````40OCB_S6 M^.S_`#_['_-WAX!GB``#4Z^#;^R0V7]\#F3YC\/@+7P````````````````` M``````*X/Q8'V)78WW@==_KOT@!DB@`"]Y\#I^=3R)>[_KC\X^7P&AX````` M`````````````````````````````,X/XWG]:?H_^[_R%]8M`!2#``&OU\+C M]A1T9_WF?^L/L$`G^`````````````````````````````?@^4N3-'X6XTY! MY@Y,S]GJO'7%NE[-R#O6RY":,+/`ZEI^&O,_L&6N/4A-4GIV.+L*M3U981GG M]7U981FC"`#$&[_]P-T[[]R.P7;?>H7%ME>9N0,CG<1A;BM[>;5-&QU*WU[C MK2Z=6%2I)4IZ?HF(QV-]>6/HJS6T:G^&>(#QX``````````````````````` M```/[6]Q<6EQ0N[2O6M;JUK4KBVN;>K/1N+>XHSRU*->A6IS2U*5:E4EA-+- M+&$TLT(1A'T@-GWP<>0:W\D_CCX/YXS&8HY3E[6+&?AOL)2EEDI7-OS/QW8X MVUSV5O*%*:>C0FWS`W^,V:E)3CZE.AFI*?HEFDFDE`EU```````````````` M``````````````&$-VP_6F[*^_\`YD^L78P'``$GWA3^UO\`'+^^!P=\^,4` MVN@````````````````````````````````````````````&.+\2%]MKWW]X M''WU(<7@(00`!O<<3?FKXT]W^F_-S&@.@``````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````*(7QQ?YK?'9_G_`-C_`)N\/`,\0``:G7P; M?V2&R_O@1+W?]2>VV2ALW)_R M"K&G'K`9EP` M```````````````````````````"VU\(=Y#(]9>^&7Z@[UFIK3B;NOC;7`:_ M"]O9*&+U[L#I5IDLIQY>R0N:GL:$V^X:KD=XXF_-7QI[O]-^;F-`=```````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````40OCB_S6^.S_/_`+'_ M`#=X>`9X@``U.O@V_LD-E_?`YD^8_#X"U\```````````````````````"N# M\6!]B5V-]X'7?Z[](`9(H``O>?`Z?G4\B7N_ZX_./E\!H>`````````````` M````````````````````#.#^-Y_6GZ/_`+O_`"%]8M`!2#``&OU\+C]A1T9_ MWF?^L/L$`G^```````````````````````````!];FSL;&SH3U:M6I-+)3IR1FFC"$(Q M`8I?F`[Z97R1>0;L#V?FN+R&AY?9/ZD<*8B[GN?1@N%-!A/KV@4:=G1E_!,`C-`=7X(X6W[L=S3Q3P'Q9B*F=Y&YCY`U3C? M3,9)+4]G7S^WYFTPMA5O:M*G5C:8NSJW?M[NXFA[.VM:=2K4C"22:,`-!RT^ M"%ZR2VMM"^[R<[U+Z%O1A>5+3C?C^A:U+J%.6%Q/;4:U]<5J-O-6],9)9ZD\ MTLOHA&:,?PQ`^1]R&ZL_MP\__1WQU^,`'W(;JS^W#S_]'?'7XP`?A3J5I+2ZJ5;?VD\U&: M(#Q<`_2:;M^SE&:6:$)Y(>F$0&V[XPN[NL^1+HMUY[98";'V^6Y&T>RM^2[HX_&[GC;N;'S5O5J7.+JVUQZ/5K2^D#WN``` M``````````````````````````PANV'ZTW97W_\`,GUB[&`X``D^\*?VM_CE M_?`X.^?&*`;70````````````````````````````````````````````#'% M^)"^VU[[^\#C[ZD.+P$((``WN.)OS5\:>[_3?FYC0'0````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````%$+XXO\`-;X[/\_^Q_S=X>`9 MX@``U.O@V_LD-E_?`YD^8_#X"U\```````````````````````"N#\6!]B5V M-]X'7?Z[](`9(H``O>?`Z?G4\B7N_P"N/SCY?`:'@``````````````````` M```````````````S@_C>?UI^C_[O_(7UBT`%(,``:_7PN/V%'1G_`'F?^L/L M$`G^```````````````````````````!5S^+!\AD_3[QT7O7_2(<="UC&%]C>$L79V%?G?,RS^O"G3HYC"9NPU>>6>6::>CL=6>GZ)J,9Y`, MI,``78O@T?'O_K3['\K>0O?,++7TOK;C;OBKABK>VE:-#(E/",T*NVVU:2,)Z'I`:2P```````````````````````* M*'QH/CXAM7&W"GDCT/"35,UQ?6L.`.?[BTEGC[3CW9LQ>9'B';;ZG)3EH4:. MM;YE[_"W%Q/--6N)]BQ]+T>SMX>J!G;``"[I\&=Y#:G&W/W*_CIW[/5)-/[! MV=]R]P;:7EQ+"TQG,VB8&,>0,%CJ`A!``&]QQ-^:OC3W?Z;\W,:`Z`````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````HA?'%_FM\=G^?_8_ MYN\/`,\0``:G7P;?V2&R_O@1+W?];M[GT>WGQEU9T M*DT86].$H$(H#[C7M?SFVY_!ZKK&)R&?V79LQC-?U[!8FUK7V5S66>O>9#)7]S3HT:4DL9ZE2>$L(1C&`#;1\4_1C`^.7H5U[ZIXVCCY]G MTO3Z&:Y9S>.C[:CL_,VXS1V/DW-R7LTL*]]CY=FOZUEC9ZGIGIXBSM*/X):4 ML(`2'@```````````````````````X+VCZZ\?=M^NG-/6;E2TFN]!YOXYV?C MO8IJ-.C4O<91V#&UK6RV'$>WEFI4<]K&3C0R./JQA_,WMK2J0_#+`!AV=D>` MN0NJ_/O,/7#E?'T\;R+PGR)M/&^V4+>:>I8U\IJ^6N<9-E,3<3R4XWN#S5"C M)>6%Q"$);FSKTJLO\F>`#B@#K/`W-6^];^;.)^?N+M M7A0IY[3\U9YNQM[^G;UK>I=XF^J6?L+RWC/"2YM:M2E/Z9)YH1`W">G':'0. MZ?5K@GM3QA<4:NF\X<*YT[+T[SKQPS2H7$U/+X^KN6+NJ?(^]V,M">6\M/ZC<=_+JEM? M2?R+7.7>-EFC"-:2$P&/Z``+5/PE/CXCVP\AT.R^Z8;Y;Q#T>Q^)Y)A/6YVV*KD+'AC%2Q]62$]36J^+R6S^TIU(QM[O"6$>=;FUEGC;V_+6 ME8*M<<:;)>_S%.675:^0SY7C M>;O&IR#FZDU?%?+^P_7:G>3^M3_)=S7L<3S3H]G6J1EA2^2Y*XQ>?L;.GZTU M6-UF+B/JPIQC$"_0```````````````````````````#"&[8?K3=E??_`,R? M6+L8#@`"3[PI_:W^.7]\#@[Y\8H!M=`````````````````````````````` M```````````````,<7XD+[;7OO[P./OJ0XO`0@@`#>XXF_-7QI[O]-^;F-`= M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````40OCB_ MS6^.S_/_`+'_`#=X>`9X@``U.O@V_LD-E_?`YD^8_#X"U\`````````````` M`````````"N#\6!]B5V-]X'7?Z[](`9(H``O>?`Z?G4\B7N_ZX_./E\!H>`` M````````````````````````````````#.#^-Y_6GZ/_`+O_`"%]8M`!2#`` M&OU\+C]A1T9_WF?^L/L$`G^``````````````````````````&2Y\4OY#_\` M;<\DVT\6Z7G+C(<(=+J>:X&TZA3K^OBLMR;9Y6$>==TM*,)8R0J7NXXVE@*= M:2I5I7=AK5K%>.]DPE3#\T\OV_\`M!<] M4[RE5HY.SY!Y'Q>*JX[4KZAI))>8S* M656A5A+--"$\D?1&(#\V`]4](.U^^=&NVO`7;'CB:M4V;A'D;![?4Q%.\GL* M6V:S)5FQV\:+?W=.2>I0Q.^Z7?W^&NYI81GEMKZ>,OHFA",`-P/A?EW1.?\` MB+C'G'C#,4\_QUR[H>J\CZ3F*<:,8WVL[CA;//8BK7DH5KBG;WDMG?22UZ/K MS1HUI9J^_O`X^^I#B\!""``-[CB;\U?&GN_TWYN8T!T` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````!1"^.+_- M;X[/\_\`L?\`-WAX!GB``#4Z^#;^R0V7]\#F3YC\/@+7P``````````````` M````````*X/Q8'V)78WW@==_KOT@!DB@`"]Y\#I^=3R)>[_KC\X^7P&AX``` M```````````````````````````````,X/XWG]:?H_\`N_\`(7UBT`%(,``: M_7PN/V%'1G_>9_ZP^P0"?X````````````````````````!$UYM_(%9^-KQS M<[]@L=D;6UY6R^)DXFX!L*U>6E<9#F?D:A=XG6\C:4III/EDNA8NG?[1=4(3 M4XU[+!UJGN6(O,1L<*M:;VE[E,AE/4AZE"/H M`J7@`#2G^#8\AG^M[K+R9X]]]S=.OO75^\O.2N';>YG_`/QV4X&Y`V*:MLV- MH0C&I5NJ?'/*N`A! M``&]QQ-^:OC3W?Z;\W,:`Z`````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````HA?'%_FM\=G^?_8_YN\/`,\0``:G7P;?V2&R_O@1+W?]TL6_QW$M&PNK;@C6YI9J=*$EK6U;*76R2^F$:D*FRSTYY MHPI22R`6<`````````````````````````````$.WG=\?7]I!XVN<>%M=PLN M7YDTFQEYLZ_24J%&MD:W+7'%ADKW'ZUC)JTD?977(NMWF3UJ6;UJ*3O5GO'%WUZ_=J\=6RE35M.VRE@N6\%BI_6K;5PUN$O]7^2<'\CFA&WR-Y M2U^\GO\`'4ZL(R29>QM*T(RSTI)Y0-L[7M@P>VX#![5K&6Q^?UK9L/C-@U[. MXFZHWV*S6#S-E0R6)RV,O;>:>A>8_)6%S3K4:LDT9*E.>$T(QA&`#[@````` M```````````````````!A#=L/UINROO_`.9/K%V,!P`!)]X4_M;_`!R_O@<' M?/C%`-KH````````````````````````````````````````````!CB_$A?; M:]]_>!Q]]2'%X"$$``;W'$WYJ^-/=_IOSM;XV2XN(2QEHS>@#$8W? M==KY)W3;^1=[SV0VG>-^VC/[KN6SY:K\HRNQ[7M.6N\YL6>R=>$LL*V0R^7O MZUQ6G]$/6J5(Q]`#\N`D\\.G0G(^2/R%<`=9JMG=5N/+[8H;[SED+6O4M)L1 MPCH-2AF]^FEOJ,)Z]A?;):R4<%CZTLLWL\IEK6,WHD]::4#:PQV.Q^(Q]CB< M38V>+Q>+L[;'8W&XZVHV6/QV/LJ,EM9V-C9VTE*WM+.TMZ4M.E2IRRR4Y)82 MRPA"$(`/F``````````````````````````````#(>^)F\>\.A_DTY'S&H86 M;&<(=K9;[L1Q;\GM*-MB<1EMGRMQ+RQHUA\EA3M*,NK<@S7-S;6E.G2A9X;* MX^GZ(_@GF`KT``#4^^$@\AU:^6SG`6S M?+LAQ+EH0N8PC4M]0JV>1U>%*WA-3L[_3?FYC0'0``````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````%$+XXO\UOCL_S_`.Q_S=X>`9X@``U.O@V_LD-E M_?`YD^8_#X"U\```````````````````````"N#\6!]B5V-]X'7?Z[](`9(H M``O>?`Z?G4\B7N_ZX_./E\!H>``````````````````````````````````# M.#^-Y_6GZ/\`[O\`R%]8M`!2#``&OU\+C]A1T9_WF?\`K#[!`)_@```````` M```````````````9Q?QFOD-I\A\W<1>.7C_/4[K6."+>QYIYWHV-Q-/2J\P[ MG@[FVXZU7)20GA++>:/QCF:N3C"$)I)X;9)",?:4(PE`H]@`#3/^#D\?$O!_ M4+D'O?O>&^3\B=MLQ4U;C.I=TJ?RG#]?^-\M=6/RVUC&6G=V-3D;DNWOZ]S2 MGA-3KV&"Q5S3CZM6/I`N4@```````````````````````````````K?_`!1/ MCVCWA\:&X[YIFOS9?G'IS=9'G_CZ-C9R7.;R^CV&,^3F:XC:Y?1[: M7.0MK>2>XOM'Y')Q9R+?XZVJ;->TX>M-&CQUMUEBMCGC3EFKU*&*JT*<(^VFEF`V8I M)Y*DDM2G-+/)/++/)/)-":2>2:$)I9I9I8QA-+-"/IA&'X(P`?Z````````` M``````````````!A#=L/UINROO\`^9/K%V,!P`!)]X4_M;_'+^^!P=\^,4`V MN@````````````````````````````````````````````&.+\2%]MKWW]X' M'WU(<7@(00`!O<<3?FKXT]W^F_-S&@.@```````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````.#\X]6>L?9VUUVQ[*=ZS-.SHY>YUVWWW7L_1PEQE:..MY+F>VA2FKRT*<)XS0DE]`'GC M^R=\67]VGT`_X-^NO_UR`?V3OBR_NT^@'_!OUU_^N0'J?AK@7@SKIJ-7C_KY MPQQ/P3H=;,7NPUM)X:XZT_C#4:N?R-"SM2M:=Q;SU;>: M:A7IRU)(RSRPC`#R1_9.^++^[3Z`?\&_77_ZY`/[)WQ9?W:?0#_@WZZ__7(# MO'!W4/J=UBNMBONM?6#KOUZOMPM\;:;;><'<*\;<376T6N&J7E;$6VQ7&A:U M@*V;M\56R-Q/;27,:LM":O4C)"6,\WI`]#@````````````````````````` M````````#SAS?TXZB=FLK@\[V1ZK=;^P>;UC'W&)UK,\W\'<8\KY77L5>7,+ MR[QF#R&^:OG[O$X^ZNX0JU*-O/3ISU/Y481F_"`X?_9.^++^[3Z`?\&_77_Z MY`/[)WQ9?W:?0#_@WZZ__7(#U_Q;Q/Q9P=HF"XMX4XTX_P"'^,M7_*?]6N.N M+=-USC_1-=_+>8R&Q9G\A:CJ>-Q&OXC\K[!E[N^NOD]O3^47EU5K3^M4J3S1 M`Z````````````````````````#QAO\`XX/'ARON6P\C_P#5S@_<=RV?*U)*=*ID]AV?8M&R.;S60J4J4LLU:YKU:D9980C'T0@` M_'_V3OBR_NT^@'_!OUU_^N0#^R=\67]VGT`_X-^NO_UR`]MZ=INH<=ZGK>A< M?ZKK>BZ-IN#QFL:?I>G8/&:SJ>J:WA+.CCL-KVMZ[A;6RP^"P>(Q]O3H6MI: MT:5O;T9)9*[M+6_M M;FQOK:WO;&]MZUI>6=W1IW-K=VMS3FHW%MC7MZ]&>,D\D\(RS2QC", M(PB`\$?V3OBR_NT^@'_!OUU_^N0#^R=\67]VGT`_X-^NO_UR`?V3OBR_NT^@ M'_!OUU_^N0'O'&8S&X3&X_#8;'V.(P^(L;3&8G$XRTM[#&XS&V%O3M+''X^Q MM*=*ULK&RM:4E.E2IR2TZ=.6$LL(0A"`#YP```````````````````````/" M&6\6?C'S^5R>=SOCFZ(9K-YK(7F6S&8RW4/K]D9#)Y/(7G'M:[ MO\A?W=:>K6K59YZE6I/&::,9HQB`^O\`[)WQ9?W:?0#_`(-^NO\`]<@/U&E> M-3QS<:[=KG(''/0+I1H&^:=F+'8=1W;2NJW!6J[=JN?Q=>2ZQN\ M[OLEU:6-KC+2YS^U[/I&4SV8N+;&V-"WISW%Q4FDH49*<(PDDEA`#\/_`&3O MBR_NT^@'_!OUU_\`KD`_LG?%E_=I]`/^#?KK_P#7(#WO:6EK86MM8V-M;V5C M96]&TL[.THT[:UM+6VIRT;>VMK>C+)1H6]"C)"2222$)9980A"$(0`?(```` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````',]WYI MX1^6>,^/\I?V<,C8XW=]\U;5,A>X^-:K;0OK2SSV5L+BYLXW%">G M[626:3UY)I?3Z81@`_%_[675C]I?K_\`3+QU_I&`?[675C]I?K_],O'7^D8! M_M9=6/VE^O\`],O'7^D8#]!JW87@+><]8ZMI/./#^X;/E/E7Y,US5N2]+V#/ M9'Y%9W&1O?D.(Q.:N\A=_),?:5:]7V=.;V=&E//-Z)98Q@!V```````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````&:'\;/\`K]]4?W/[;ZZ.4@%,,```$_WPN/VZ_1G_`'F? M^CSL$`U^@``````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````9H?QL_Z_?5']S^V^NCE(!3#` M``!/]\+C]NOT9_WF?^CSL$`U^@`````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````````9H?QL_Z M_?5']S^V^NCE(!3#```!/]\+C]NOT9_WF?\`H\[!`-?H```````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````&:'\;/^OWU1_<_MOKHY2`4PP```3_`'PN/VZ_1G_>9_Z/.P0# M7Z`````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````!FA_&S_`*_?5']S^V^NCE(!3#```!/] M\+C]NOT9_P!YG_H\[!`-?H`````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````&:'\;/^OWU1 M_<_MOKHY2`4PP```3_?"X_;K]&?]YG_H\[!`-?H````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````&:'\;/^OWU1_<_MOKHY2`4PP```3_?"X_;K]&?]YG_`*/.P0#7Z``` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````!FA_&S_K]]4?W/[;ZZ.4@%,,```$_P!\+C]N MOT9_WF?^CSL$`U^@`!]#M&U:QI&OY7;-TV/`ZCJV"M9K[-[+M&8Q^`U_#V4D MTLDUYE MS652M3_J[UXU[9>::=U&A&:6M&VWC4<9<<5_R:D(2PA4S].:>,WIDA-++/-* M!$_O_P`;%T$Q%W4M^->K7;7>*%&Z]A-?[3;\1\?VUS0DFNI*EY8T['D7>[V> MC4C3HS49:]*VJSR59HU):4TD))P//<_QQ7%4)YH4_'=R#-)"::$DT_8S7))Y MI/3'U9II)>(:D))HP_PPA--"$?\`UC_A`=>T7XW#I?D*EM#DOIOV?U*E-3MH MW<^BY[BGD2I0JS2S_*Y+:GG]DXOENJ=":$L*NWQ M/GAJ[#7EIAX]G:_!FQWU:G2M\)V)T?9.-+.6%2:63VUWOLMKG.*L;1DGFA": M-SGZ,80],WH]6$TT`)V-'WW1N3=8Q6[\;;IJ?(.F9VWEN\'MVC['A]LUC,VL M\(1DN<5G\#>7^*R-O-",(PGHU9Y8PC_A`?K````````````````````````? M5YK.876L3?Y[8\QB\!@\5;SW>3S.:R%IBL3CK6GZ/7N;_(WU:A9V=O)Z8>F> MI/++#T_X0$/G8?X@SP[]9[FYQF]]Y>)]LSUO4GMXX#@Z&P]@+SY93C&%>PNL MCPUA=UUS#7EM&6:6K)D+ZT]E4DC3FC"IZ)(@1)\E_&D^-'6*UW9<<\(=O>4+ MFA+>0M\E/IW%^CZS>U*4*\EE[&\S7*MYLM*C=U:4DT\U7#R34J-2$WJ3U(34 MH`>6S MU:.3U#3Y*-2WDA)&E+"I4A6C--"::EZL(S`>S^*OC)O%#O->A9[YJ?;#A2O' MU(762W'BK4MHUVE-/6FD]-M=<9SM<;HO+EGHVW9.Z MA-/"6:2VLZLTLWX(@)-Y)Y*DDM2G-+/)/++/)/)-":2>2:$)I9I9I8QA-+-" M/IA&'X(P`?Z``````````````````'-]XYDXAXRNK&QY)Y5XWX]OLI;U+O&V M>\;SK&IW61M:-3V-6YL;?/92PK7=O2K1]2:>G":66;\$8^D!^'_VLNK'[2_7 M_P"F7CK_`$C`/]K+JQ^TOU_^F7CK_2,`_P!K+JQ^TOU_^F7CK_2,!]YK?8OK MYN6;Q^LZASMPWM>R9:I4HXO7];Y/TG.YO)5:-"K=5:6/Q.+SEU?WE2E;4)ZD MTM.G-&6G)--'\$(Q`=D`````````?3[!L.`U/#9'8]ISF'UK7L1;QN\MGM@R M=EAL-B[66:66:YR.4R->VL;*WEFGA",]2>66$8P_"`XO_M9=6/VE^O\`],O' M7^D8!_M9=6/VE^O_`-,O'7^D8!_M9=6/VE^O_P!,O'7^D8!_M9=6/VE^O_TR M\=?Z1@.V83.879<1C=@US,8O8,#F;.AD<1F\)D+3*XC*X^ZDA5MK[&Y*PK5[ M.^L[BG-":G5I3S23RQ],(Q@`^T`````````````````>!.RGE/\`'/U`N;W& M=C.Y?`?&^QXWVGR_2*^]XW9>1K7V49(3^VXVTV.Q;[+^&I"$/_Z=_*CZ?1Z? M1'T`0Y'+0ZU[2U;9NQ7--.UFN):%SQGP9?XJCDH4?7]G/92\Q[!Q-< M4Y;OU(>S^44Z$8>M#VD)/P^@#R]F/C8O'70O9I,!U@[IY/'^SIQENLQ@.#<' M>QJQA'VLDUA9;N+>USG$G=W3) MI[6E5NK_`#'%?#F3Q%"ZFGMZ=:UHU=:[`YK,W,M*-6>>6I&PIPGI4IHQA+/& M6G,![OXA^)X\*G+M:UL*?;VCQKFKN:$LN*Y>XLY9T6C1A'U/Y=UM=UIEWH-M M+":?T1]?+PC^",?1ZOX0$P7"':+K5V8Q-3.]=.P7"O.^(H49:]U?\0\GZ5R+ M0L)(SRTII66>$8`.[`````````````` M``````````\Y]A.WW5CJ;@I=C[,]A^&^"L55MXW-E-R?R%K&HWV7I^O5IPEP M&'R^1M\QL-Q/4H3RRT;&A<59XR30EECZL?0!!/S=\6SX;.(JUQ:ZIR7S-V'O M+2M4MZ]#A'A7/TZ,*M+UX3_)\KS/>\.8/(4?7D]66M;75:C4]:$TD\TG\H!' M5N'QO'52RFN/Z@=(>P>S2R^Q^21W#?\`CC1IJ_K5(0N/E$N%EY#A:^RI?AD] M6-;VDWX(^I#^4`_"V7QQ'$%2\MI,EX].2;2PFK4Y;RYLNP>KY"\H6\9H>UJV MUC7XLQE&ZK22_AEIS7%&6:/X(SR_X0'HKC[XUSQZYJO0M^2>L_;O0XUO:2SW MNNXOB/?L;:3PK>BE-:W_E3S4;2M4DJ>B2$DTOIG@!*UU\^)(\ M-'8J^L\+@^Y6I\8[)>5*5/\`(G/NN;API;6\:\_LZ,;C=M[P>,XR_G)_3",* M>WZ'M6M[MJ6;MX7>%VC4&NKW&Y"WC-",(3TJL\OIA_A`?I`````````````!QCGKL+PUUCX[R MO*G.>_8/C_2\5_-?+\M6GGO:E96-"O>\RN0FI5*U#"Z[ MAK22XR^QYZ[IT9YJ5E94*]Q/))-/ZGJ23S2\AYPYZXBZX:!D^3>:=YPVB:?C M/YKY=E*T\]YE+^:E4JT,-K^(M9*^6V'.75.C/-2L[*C7N)Y))I_5]22>:7B7 M8'L=PGU9XWRW+//7(6!X[TC$_P`U^4,Q7GGOLOD9J56M;X+6<):27&9V?8;R MG0GFI6-A0N+F>22>?U/4DGFEJP=I?B2>1LWDLAK?4#BC#:=@)+B>VM.1>6;> M.R[AE*,(S2T[S%:1BKZAK>M5IZGJ^K+>7.;]>G_[J=.>/HDJ[=G_`(C7D3-9 M*_USJ-Q7A]0P,EQ/;6O(7*UO'9-ORE&$9I9+O%:5B[ZAKNMU9ZGJ^K+>7.:] M>G_AITYX^B2LSV7^(8Y`S.1O]>ZH<7XC4\'+<3VUKO\`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`ZHZ MBZ8ZR``````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````S0_C9_U^^J/[G]M]=' M*0"F&```"?[X7'[=?HS_`+S/_1YV"`:]66RV*P&*R>=SN3Q^%PF%Q][ELSF< MM>VV.Q6)Q6.MJEYD,GD\A>5*-I88^PM*,]6M6JSR4Z5.2,TT82PC$!2N\K7Q M?G#W!N0V7A3QLZYK?8CDC'5+S$9;L5N$+^IP)K5_0KUK*Z_U?X7&W6+S7,%Y M;S4IYJ.2ENL?KWK>QK6]7+6\\T@"A?V\\@O<_OEMLVX]M.Q/)',MY2O+B]Q. M`SV9^0:#J]6ZGGFJRZ;QO@:6)T+4*B`#QP`````` M/7/43OEW`Z';U2Y#ZE\_\A<,9R:ZM[K+XW7,M\JTK;?DWHA1M=ZX]S-+)Z+O M-C)+#^31RV/NY*<80FDA+/++-`#0,\/_`,6GP[V@RVK]?O(AC-1ZXM:X M75^<\'5N,9U[Y#RE:M2M+*QVR3,W]_>\,[-D(U9?Y^[N[K6[FK)5GFN\9ZUO M9S@7,9)Y*DDM2G-+/)/++/)/)-":2>2:$)I9I9I8QA-+-"/IA&'X(P`?Z``` M```````````````'G7L]VUZV],.+LKS-VAYCTGAGCO$RU)8YK;\I+;W68O9) M/:2X75,!:R76Q;CL5>3\-+'8JTO+VK#TQEI1A",8`49/(3\:%M62N<[Q_P"- M?A&SUO%25*EE1[#=A+"GEMBO*_U(P5U5__`#)M M4XZQ4<;H&H4YX_AC3Q>,LZ?I_P#W0'D0```````$EW2_S!^1WH)>XJGUN[3< MD8+2\5[&E)Q%N&4FY'X:K65.'J5+*EQGN_Y;UC!_*:'\W/=8JCC\A+)"7V=Q M)&22,H%UOQQ_&3<%13BV7KON%]-8XS_7QQ9)F=KX1R&0K3249[[: M]+NY\GR#QG8SU9H0]I;W&SVTOIFGKU+6C+&:`%SGCGDKCSF#2=2 MN/-PQM#,:KO&B;%B=KU/8L7<0]-&_P`+G\'=WN+R-K/Z(P]>E5FA":$81]$8 M1@`_;````````````````S@_C>?UI^C_`.[_`,A?6+0`4@P```3??#>_;:]" M/>!R#]2'*`#8Z`````````1`>?C[&WR$^X#+_P"7<"`QA@````&USX4OLC_' M+^Z!P?\`,G%@)/P`````````````!7?\M7Q('2SQBUZ^1XMT*7&58R^C%[)DL3?U-[Y#M M9_94YZE+8,ODK6%>7VE&A0_!+`"$\``````?=:[LFQ:AG,9LVIY[-:OLF%NI M+[#;!KN4OL)G,3>TX1A3O,9EL;7MK^PNJ<)H^K4I5))X>G\$0$Z/3_XE?RZ= M0;K%65MV0ONQ6A8Z6E1J\==I;.XY>Q]Y;4)9Z="C+OEWD,7S'C);6E5C"E): M;)1MX>K)">E4EIR2P`M]=#?C&^D_.E7$:9W2X[VKI[O5W-1M)MZQE6^Y:X*O MKCV?J?*;S+87$6G(6E37]UZ(24*^%R5C:R3>FODX2RQG`6U^,^4N-.:='P') MG#_(.E\I<=;59RY#6MZX^V;#;AJ6>LXQC)\HQ.P8"\O\7?4Y*DL99O9U9O4G MA&6;T30C`!^\`````````````````1A>1_R_='/%MIU/-=F>3Y9]_P`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`!3MZ4(6M*NO6[<>:CMI5 MHVTU:RP%A6JUK:WKUKZMQEU^XVN+SU9)JOLY*5.\S=_3MY99YY9),AG[^G_@ MIT*4(6M".YK]U?/7W1K4+6>O8:WCJ]>O:6MS7R%?B;K5Q5I+3DR6R9*E_@I6U&$+.T%UXZ@^,/Q?0UC';IR+P-@^=[K#VV;CR MAV*Y"XZUOD;,2RW%2VJYS1\-N62>?]]T#7N0,M++7J6U7-:9B-MS-I2U#!?E*UJTJ/Y*I2S_S?LZ]S&MLY'E7LGR-QKK/)>:EEN:EK5SVB83 M=<[94=)UW\JV=:C0_(U*6?\`FO9W%U=5:R/\`;BZ5?M@=7/\`B`XG_P!+7NC^T&Z$ M?MO=0O\`B4X9_P!-'Z?4>X/4GD#.6FLZ%VDZZ;OLE_/"G8Z_J/-O&FR9R]J1 MCZ(26F)PVS7M_5(Q]$)+7%8?9;R^N)XQ_P0DIQB_2:KVQZL;WF;77-([+=?\`(V.\OKB>,?\$))(Q?J=.[F]/N1,[::OQ_VNZU[ MULV0GA3L-=T[G3B_9\[>U(Q]$)+3$83:;[(7,\8_X(24YHO(G=_Q(]4.ZF(R MF4O]3QW$O,M2COD:L?:2S[U@;7Y!B>0;&K6EEA5C>^KDI: M4(R6][;^M-&/DONOXG>JWPXLY= MJ4KBKC.6]!Q%CCLK6R%6/M)9]UPEM\BQ>^656M++"K&\]7(2TX1EM[NAZ8QC MXY[V^'KJ+WAPV5RM_J&-X?YLJT;FKB.:>-\+C\7F*^3JQ]K+/OV`M/D&(Y%L M*M>66%6-[ZF3EI0C);7MMZTT8U0N.N1NW_@Q[A9#4-MLY,IK>1_)UQNNF6F2 MNZW&_-_'%:ZKTG>XV\DJVMU1FI37-M5JM<> M\A]N?"#V[O\`4=KLY,IKN0_)U?<].M9N/JMS7HV.TZO>U[>C&RS-I"G7A87\UO3O,?=R5;:YI34IKBVJ5% M^-N2NY?@5[G9'3=PLI,MK.1_)MQO&DVF3O*_&?.W&E:[KT<=M^H7]Q;4(V.= MLY:=Q#&Y&:VIWV,O9*MI=T9J,UU:U;V7"G,?'_8/BG1>:.+I-8YG"Y*WK65];31C/;7EO5I3?RI(KR7#',&A< M_<6:-S+QAF9,_HG(6!ML_K^1A)"E7]C5GJ6]YC\A;>O/&QS&&R5O6L[ZVFC& M>VO+>K2F_E2178N'>6]%YXXPTGE_C3,29W1]^P=OG;^*,Y)L/'W)&O M6NQ:YDX20HUX4*L]6VO<;DK6$]2-AF\'D[:O8W]K--&>UO;>K1F_E21=1=.= M*=6````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````!FA_&S_K]]4?W/[;ZZ.4@% M,,```$XWPWG)?'_#?F7ZE^NN7V+ MBOHA@,M/9VN&H37N"W'L77QES)-;[ARM+)6DN+;38WEM+P'=JXQLOL.-:>0J0T+ MAN;)V-&[Q.P\' M:3OQR[D^;.UG+^T5+J3$4,K=QMM4TC$7-62K#6>/=.LO8:YI&MTHTI( M_)O&K<3U*LX'E`````````````!*1XS_,#W3\6'(=OL?7KD*Z MR?&&4RU*^Y%Z\[M=7V8X>Y"H3_)Z5]7N-?C<2S:IMU6UM:0M:F^A'O`Y!^I#E`!L=`````````(@ M//Q]C;Y"?:WV.[&ZU>UJ-_Q+>>M+2R'%/$V3 MH0EEDY*A1C/2S>=HSQCKOK1M+.:&6A6K8L#.FN[NZO[JYOKZYN+V]O;BM=WE MY=UJES=7=U5+:7)6,LT9K.YMZOHJ0`TY?`[Y\L5Y@,;NW&NY\%Y[B7L5PY MIN-V[D;(ZG;W^RN1K5)Z.N9:>[N)K6VKU M;:_OI;>ZC0`L8``````````````"FEYXOB@]7Z@WVY=1?'UEM;Y#[08VI?:Y MR9SC6M;'9N..`,O2GN[#)ZYK=A=2U\-R!S!A+BG#V\E>2YP&#N(0HWV-XSV2V7:-AREQ&'M+S*YG+ M7%U?7=2$LL))(33^K3IRRR20EDEA"`'X0```````````$GGC$\MG;KQ40LIKF.!V*VA2MY\;CXU:M;*\D;C1O+#3L/=VDDLT]6X MUS3:T;JVA)"/M/ZPQA&$9I)/5J!_$5]GLMMO+?&/3_5KNK7P.@XS'I<:[IU:-S;0DA'VG]8(PC",TDGJU*_B#>RV5V MOE;C7J3K%U5KX/1<;C^1-VQ]C&K5K9/D+;:5W8ZEB;JUDEFGJ7&OZC6CUN9W+F3BGI7J-Y6N-?X[Q6,Y/W[&8Z-:M7R_)NZ M4;W'Z7AKNTDEFGJW.LZ57C=6T*<(^U_K'&$81FDD]6P?XS.E>`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`X7%4:MWE$DGKQ^O['^$+M_U[X]SO*%M?<;\M:OJF(O<[M=MQYF,[#9 M\'AL71JW>4R\V!V;7L##*XVPLJ<:M3Y#7N;N$DL\T:$))/7C]9VF^'[[N]9N M,]BY0DDJ31MH22>O'W-X"/(URQE.7,;TCY>VG+;WI^U:WL-_PME=AO+C+ M;!IF=TS"W6RY'3:.5NYZEY<:;?ZAB;ZO;T*U2I#'5[&G2MI9*5:>67V_X&?( MCRKD^6<=TKY;VC+;SJ.T:YG[_AK*;!>7&5S^G9S3L-=;'D-/HY2[GJ7=?3K[ M4L3?5K>A6J3RXZM8TZ5O+)2K3RR^T_!EY`N4,ERIC^FW*VRY3=M3V;7L]?$M*M/++ M[U^'I\EG+N5YBQG1;F3:\QO^F;9K.QY#A#+;'>W.7V+2<_I.#N]GR6E4,M>5 M*MY<:5D--P]_7MK>M4J2XVO84Z5M+)1KSRRS0^8'I-ANX_4?<*F,P\EUS-PM MB<[R3Q#DK>C+-E+F[QEC)?;5HE*:$(5*]ION$Q?R:G0C/)3_`"I1L:T\?5H1 MA&9/RZ=+L/W`ZG;?4QF'DNN8^&L3G.1N),C;TI9LG,L9+W:-&I30A"I7M M-[PN,^3R48SR4_RG1LJT\?11C",O_E@Z2C&:2G^4J5E6GCZ*,81F[\S'1G"] MT^GFYU,5A9+OFSA##Y_DWAO)VU&6;*W5YBK"2^VS0:4T)85+BSY!P6+^34Z$ M9Y*?Y5HV%>>/JT(PC#[\-CVKOY M`Y$P-K/5J1FC)DJ-YCF%C>VMSC,%R%@K6>K4C-&3(T;S'9&A;4X0DDFMKZM'^54FB MB=^'B[.WTN4Y4ZE;%?SU<=6L*O+_`!K3N)_P65Y;7&-P>_X.VGJ3QFC+D*-W MCLA0MZ<(2R36][5_PU)HH9?AC.VV0DS',/2W:,E/6Q=?&UN;N*:=S4],MA?6 MESBM?Y)U^TJ5:D9HR9.A>XS)6]M3EA)3FM;^M'^55FBMLK8*TVN#```````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````S0_C9_U^^J/[G]M]='*0"F&````````` M``````````#6F^&+\J>5\BO1V/''+^P_EKL]U'J:_P`:\B92^N_;9KD/CJ^L M;F7B;E/(>U__`!%UF,CC,/=8;,5YYZ]:ZRF'J7U:>6;(24Y0+*0````````` M`````J*?$8?$0XWH3B-DZ6].\]8YCNEL>%HT-_WVVEM\AB.L&N[#C*-Y9W$* M=62M9Y3F;.8>^IW.+L:DL]##VU:G?W:RUW5O\IE\OE+^K<7V2RF2OKBI6N+BM4GJUJL\T\\ MT9HQC$#ZL```````````````';>N?8SFGJ7S3H/8/KYOV:XUY:XUS5+-ZKM6 M$JRPJT:L)9Z%]C,G8UY*N/SFNYS'U:MGD<=>4JUED+*M4H5Z=2E4FEB!KC>$ M/S6\0^7?@ZXK36N-XY[6\5XG%2<]\,T:]>-C+\IFA8VW)G&M:]JUKO+<:[+? MR1EA2J5*M]@KV?Y%>35)9K.]OP)Q0````````````&<'\;S^M/T?_=_Y"^L6 M@`I!@```F^^&]^VUZ$>\#D'ZD.4`&QT`````````B`\_'V-OD)]P&7_R[@0& M,,`````VN?"E]D?XY?W0.#_F3BP$GX```````````("OB+/*9=>,3H9F,EQM MF:..[.]C+[)\1<`QDJ2_E#5JD^-EN.0N7J%"-2G-/+QGKU[1A9U(>TEI;!E< M5[6G4H358`,@:^OKW)WMYDLE>760R.0NKB^O[^^N*MW>WU[=U9Z]U>7EU7GJ M5[FZN:]2:>I4GFFGGGFC&,8QB`^*`````````````_I2I5:]6E0H4JE:O6J2 M4J-&E)-4JU:M2:$E.E2IR0C/4J5)XPA++"$8QC'T0`;#_P`/9XPJ/C(Z`:7K M6Z8*7'=D^>I<7S'V-KW-#V65PVQY;'>G4N++CUJE>:E1XGUF[EQ]>E+4GHS9 MNKDKFEZ)+F$L`)U0````````````%)SXG3X@7)]9K;8_';TFW6MC.P6%-8S^/GJR<9:+EK:M+7Q_+VQXJYI5\ADZ4/7UW&7,DEM/#*7$ M:N*`S;)YYJDTT\\TT\\\T9YYYXQFFGFFC&,TTTT8QC---&/IC&/X8Q`?Y``` M```````````'NWQS>0KGSQE]G]-[-\!967\I8B:3";]HN2K3R:KRQQO?7UE= M;+QYM=*%*XC3LBK1E](&R?T4[K\*>0GK!QEVIX M%RU2]TGD/%S1OL+?SV\-CT3;\;&6UVO0-NM;>I4IV>R:ME(34*T)8QHW%*-. MYH35+:O1J3@>O```````42LM8R=DOB"+[%YWU,S96W=2IB[^WN*4)J%UANO= M]\B_)-S2NXVXO.>IF+.V M[FU,9?6]Q3EFH76&X`OOD<<5<4KJ-G+5M),3QI"UJ0_E0GIRQ]2%7TRPGI-9 M6RD[#>=R\QF:]3+V=OW"J8V]M[BG+-1N<1P->_(XXNXI74;26K:T\7QQ"VGE M_E0GIRQ]2%7TRPGH(9BPD[-_$47^)SWJ9NRM>\-3%9"VN*4L:%WA.N=_\BCB M+FC>1LI:UG2P_%L+2I+_`"H5*4L?4A6],L)[VJ\JNRK]ZEC\3!^M?P-^[S1^ MLG>5,WXDS]:K@K]WVA]8V\*?'Q%OZT/"'N$H_6'NJC[\4-^MUU^_=QH_6;OB M6CQ5=ZNFW%7C^ZWVS^J[-OF"Q.CD,== MW=.XMJE:QO*566$T(1C3J2Q_P12N>+7O%T]XMZ#=<]!Y'[*\-:3NNN:WLUMG MM6V7>\%BLYB+BZY!V[(6]'(8^ZNZ=Q;5*UC>4JLL)H0C&G4EC_@BE*\8W=;J M/QCT3Z]:)R'V-X@TSUW9+?.:QL>\83%YK$U[G?=LO[>C?V%U=4Z]M4K65 MW2JRPFA",9*DL?\`!%+_`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`!MO>,QMS6U#@C7-]W_=\K"6XI6=C+FM(V/0 MM4Q\;VEZM&7)9+9]IH5J5M--ZUQ:V=U&$LTE*IZ+]B^4O,-"I0RZ48N;KEYU M;#C[7:=2SPFM]H.>N)K&RH2TK:C<:AE:?(VHX66I:T:L]"2UEQEU:W4E+TQ] ME-3D]'\J2'HHI]+\7-UV\XMAH&O4ZEIA=<[-\[<4V-G1EI6]&XU+*2F/LIJ2TEQEW:7V>-QMG=9#(Y"ZM[&PL+&WJ MW=[?7MW5DH6MG9VM"2I7N;JYKU)9*=.26:>>>:$(0C&("PSTY^%T\MW;FPQ6 MSY/AS`]6M`RTLM>WVGM+G+[CW,U[6'HGK>QXKPV%VOEZSNIJ,81M_P`IX+&V MMQ-/+Z+B63UZD@$V^D_`W[;=6%G<1_5]BRWM*L M;7%;MU>RVF8^%+UH1HR7&?P7.V^7,U2$D8PFFEQL(1C#TPEAZ?1*!"%W+^&! M\M?3S#Y7<*?#>![-6K7R&V=6\[D.1\E8VDL)ZDE>\XRRN"U7ENM+3MJ< MT]S5L<%?6=I"6/M*\)?5FF`KW7%O<6EQ7M+NA6M;JUK5;>YMKBE/1N+>XHSS M4ZU"O1J2RU*5:E4EC+-+-"$TLT(PC#T@/X@````)SOAS^[U]T>\K'77/9#+5 M+#C#GK.4.L_+EM/WTWDVE@\M7KU))XT[&T MN9)?5]K&:`&Q4`````````````@;\_OF!P7BAZDW%YH][BE;4Z6SRVT;7L^>OJ^3S>P['GK^OE,UF\OD;J>IG+Z(^@"TYU\ M^"#L(8^SR/:OO5>3Y6K[+\H:=U\XNHT\?9>I-Z:WR/DGD?,5;G*>WDCZLOKZ MI9^QC+ZT?:>MZLH$C6#^#)\3V+L86N1Y%[J;+=>TFJ39++:I6A"I/ZV8A"/X99820C#U0(5NV/P M6O=3C2TR>?ZD=@^(^T&,LZ=2YM],W/&W?`/)M]&>K+"CC,-)E3N+>G M/Z*ES?['@Z=2$D9I:)^SG"_(7"/(%E+/6AKV_Z M[>X6?)V4E2-*&7UW)5))\/M.!K5(1A2R&-N+NRK>C^15F`<"`````>I>E_,9:56:E2ER&/JVU]1EC;75&>8#VJ```` M```````#.#^-Y_6GZ/\`[O\`R%]8M`!2#```!-]\-[]MKT(]X'(/U(.,;EJEYQSU#UO`\`:I9TJT_R#^MEM;4 M]LY;RL;2,TU.EF/Z^Y^OA;BK#T35K?`VT(_@DEA`"M4```"P[X1_A\^=/+3D M[SE3;-@R'`_3S4LY##9[EJIAH9#:.2,Y959)LQIG#>(O_8X[(7F-I?S60SEW M&?&8JO4EDA2OKB2M:2`:&75CX>?Q#]3<7BZ&J=.N.>6-GQ\MO4N.0.R-C1YZ MVG)Y*VEI0IYF:PW^ADM&U[)2ST):DOY$PV*H4JL/:4ZVMK>CK4E&A;T*,D))))(0EEE MA"$(0A`!YZY6\2?C!YLMKJCR3T"ZE9NYO99Y+C.X_@OC[4]MFEJ5KBXGEI[G MI^#P&VT)9KF[JU8PIWLL/:U)I_\`W1C$!"MV;^#W\5_,E+(Y#A"YYLZG;)7] MK5L:>B;W=K)&63T2P`JV M=V/A$/)7ULHY/9^O=WHO=?C^PEJ5O5XXJ0T#E^A9TO;35+N]XFW/*5;3(31D MEIPDM<#G\]?5)YXPEH>B6,T0*OV]Z!OG%NV9K0N3=)V[CK>=;NOD.Q:7O>MY MG4=LP-["22I&SS6N;!98_,8NZ]G4EF]G7HTY_5FA'T>B(#\B`M1_"G>+N'=? MNW+V@Y1UR;(==^E^2P.Z34LE93SX7?.>KB:K?<7:C":M3A:Y&UTVO91V;)TI M)JD*4UGCJ%S3C0R$/6`U50````````````$(GGM\K>)\4_27.;UK%YC[GLQS M14R_&?6?7+KY'R^T;5LV?O[G*YW8]DV#(7&6SF=S6 M4O*E:\R66R^3NZMQXS-?'4J=CJFDX:O5GI3;)O^XY*>UUS3=?I1ISPEN+ZXI1N*LL M*%O+6N)Z=*<"^AT4^"^ZYZ)CC<9#B;A2]O\`C?B+%W4T M)H7.-R&\W-M3Y/WFWD_!&G=6<-2FEF],)J,\(0C$"QQQ%X5_$SP?86F/T'QZ M]5IXV$TD]GEM^XGUSE_:+:I3];U:M+<.7;;>=KDK>B>,(S_+?6C#\$8Q`=GS M7C7\=.R6%3%[!T'Z6YO&U9I9Y['*]6^#[ZUC4D]/LZL*-SHU226M2]:,9)X0 MA-)'\,(PB`C![._"\>'7LEC,A#&==K[KAMUY+-\GWCK;N&7T2XL)HQC/++0T M3-1VSB.>C[2/\KTZ][7U/Y,M22'H]`%++RD_"K=U>BF%V7F/KUD9NY77;`T; MS+9N]TO7+G$X&UISW5WD]QXMH767_K#@<3;_`/Y^4UZ[OYY*5*K=7=C8 M6TDTTH%6@````!9S^&`\LEUX_P#N=8\!ZE3*7]Q<582T+7#=A+[Y;^5KFK=PO):5I4Q/)L+JI M-_)A3I31]2-+T2QDHU9:^DZX^?:]RF<]3#V=SW-J9.^N+BI++0M<-S_??+(Y M6XJW4+R6E:3XGDN%U4C_`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`3^TLZ]:VNI;2XFC3N*,:M&K1A#GV-ZT[=TZ M[*[+P+S_`(3+59M#VO'R9JKK-W;X>MO'']S=4+RSV;1-*YH35:%:A#0,\L.A;'TPU_'6'&')&&Q^S7.QU:LN M1W?9\Q3DK6E])R+G*L]:^N]JUS)?*;*YLYIX6^,N)*U"WI4JM?76T:]D?E-E M<6DT\+?&W$E6A;TJ5.'JKVOC^XYZH:5UNT?8.H."L+'C;D+$6&QW&P5:DM_N M6QY:G)5M;V3?\U4GJWMULV`R'RBSN+2:>%#'7$E6C0ITJ>6VQ=S)6H6U*C3AZKW@]T/;;W^H8]*=7'\@ZW5GN\+LG:'GCEJQO M:4:=W0H:=BI>1-NP_M+FA)2H3V]3%6MK:4ZWHA"I/5D_PS30A&BETQR=3L3Y MQ;#?M>K)_AFFA"-(/IYDI^P7FML=[UZK-4XT[JC0U/%PW_:\5Z] MQ1EI49Z$^,MK:UDJ^B$)YZDG^&::$(Y^O1S*U.R_GRQ_(NLUI[O";-VLY_Y? ML;ZE&E=T+?2\1#DC<<-[2ZH2T:$]M4Q-I:V=.MZ(0J3U9/1Z9IH0C?.7K5WQ MH%`````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````S0_C9_U^^J/[G]M]='*0"F M&`````[7USZ[\Q=LN;>.NNW`.DY3D/EOE38*.N:?JV)DEA4N;F-"O>Y#(Y"[ MJQDM,1K^`Q%I<7^3R%S/3M:`&L+X:OA].K7BTTS7-^VO"Z MSSMW4O<;)6W+GK.8N;(XK2,A=2>FYUG@;#9NWA'2\#CJ<\UO-FO84M@S$)JL M]Q5M[:K3QMJ!8(`````5G?.1\.OP+Y*=*W#G#@/7M;X:[UXC%Y',8C;L/;6. M`U#G[)6].6YIZGS3:T*%.UK9S*2T)K:PVF7V>0LZM:3Y=/>6=*2C2`RE]^T+ M<^+-YW#C3D76\MIN_^YLZ^\3 MTH3>K&,OHC$#U<``` M```````/R>^[UI_%VC[CR5R%L6+U#0N/M7SVZ[KM>;N);3#:UJFKXNZS>P9[ M*W4T(PM\?B<595:]:?T1]6G)&/HB`Q6_+1Y$MZ\GW=[E?L]M$^2QVFWM]_4W MA#1[^O[63CWA?6;J[HZ9KT*3T4HTY)0(U MP```?JM'T?R['F[REC\1A,)B, M?2KWN1R61O:\E*E2I233SSS0A"`#2-\)?PJO$'7S7].[)^235=?YH["W]OC= MCUOKMEY;//\`#G"T]:G2O+:UWS'PC=8CEOD2R],);JE7C7UFPJQGITJ.0GIT M;^`%SFTM+6PM;:QL;:WLK&RMZ-I9V=I1IVUK:6MM3EHV]M;6]&62C0MZ%&2$ MDDDD(2RRPA"$(0@`^0`````\V]J.H/6KNSQ3EN%.TO#VF\Q\>9:6K/)B]IQT M)\E@,C4I34),_INR6<]KLFE;-;4IHRTLEBKNTO9)(S20J>I--+$#,6\Z_P`. M+RIXPJN3[%=?,CLG-O2+(Y2WM[W.9*UI77)/`.0RMW&VQN$Y4EQ-K;V&:T^_ MN:E*AC]IMK>TMYKNM+97MM:UYK2KD`*P0````"T[\*EY1;[I7WAL.K?)&PU+ M?KAW2S&%T:XHY&_GIXC0N?9IOR=Q5O%K2KQJ6MG3V^ZKPU?*QIPH>WEOK"YN M*L:>+IR1`U6P```````````9P?QO/ZT_1_\`=_Y"^L6@`I!@```F^^&]^VUZ M$>\#D'ZD.4`&QT`````````B`\_'V-OD)]P&7_R[@0&,,`````VN?"E]D?XY M?W0.#_F3BP$GX```````````,'#LERE=::I1I3S31C&:26/IE@!Q8``?88G% MW^PTOA+C?6M#Q?R>E"E-E+O$V,GY>V6 M^]$)8ULQMNPU;O*7U6,/6KWMY5J3?AFB`]$``````#P]W4\;O2;R$Z=5T_MI MU]T7E&>G8S6.!WBK838'E/3I?36JT)M.Y/UZ?&;MK]&C=UXUIK2E>_D^ZGA" M%S;UZ?IDB!02\F7P?W:3@2^O>1/'SL=UVPXGNLE++4XKV.KA-9[`:-:7ES[. MWFIU9ZN+TSE3"V$GH^47=C'$Y26,\L),56IR5;B4"]OXI?'YI?C*Z.<-]5-8 MCB\CLNOXN?:N8]SQ=O[&3D+FK:Z5K>;_`+7-5GH6UW=8^G=T:6+Q,;F7Y10P M.,L;>>,8T?2`D7```````````!_.M6I6]*K7KU:="A0ISUJU:M/+3I4:5.6, M]2K5J3QEDITZ@"%< M```$CGBX\9_.?E1[3:UUSX-K.[HT,KLN5EM MH2_+\U?3U86>&QD*E*?)Y*K3IQJ4+>6XN:`&P5T.Z`]9?'#P'K_7GK!HU'6- M7QDM.\V;:-/BO<]VS,V7YTX-K1Z^\YW5U<35\GG-IT7%8R;6M]OIZL85 M[JZY"T+(8S)7MQZLM*?,SW].G_)HQ]`$Z(`````IQ_$>=7,OIO,?&'<75+2[ MI8'D;%V''6]Y2Q]K3CA.2=*MZMUIV3N;R2:2>WN-GTVC&A:^I'^1'7JDT8RS M3R>M3^^(IZPY;3^8.,NWVK6EW2P7(>,L./-YR=C"K3CAN1M,MZMSJ&3N;N2, ML]O<;-IU&-"U]2/\B.OU)HQEFGD]:I-\09UJRNH\M\;]M-8M;JE@^0,;8Z!N MV2LH59(X?D+3Z%6YU+)7%W)&6:A<;)J-*-"V]2/\B.`GC&,)IY?32R^)@ZI9 MG2N:N*^Z.HV=Y2U_DK%8_C;?LK80K4XX/DW1[:K=:7E+J]DFDGM[G:=*HQM[ M3VKVE\APR M%K-R7K-G9:7S+@H5*,E[C-^Q%E1I7>8C94_5C1PNZ4)(92PGEA&E"2O/;^O& MK;5I9)Z/'-W"P7<[K-IW($+^VFY'UNTL].Y@PD*E&2\QN]8JRHT[K+QLZ?JQ MHX?<:,D,G8S2PC2A)7GH>M&K;UH2V-?%SWAU[O?U.T;DJ&2M9N4]5LK'1N<- M?A4H27V*Y#PUA1I7F;C8TO5C0P>\V\D,MCYY81I0IW$]MZ\U:UKRR0#_`!$_ M"/,_)_9_A'+\:\1D:' MM6UX^RR$.0-SN8V-W>X'%7]M;7D+:O)4]E/-+/ZD\LWH]$8109>?GAKE_DCL MEPWE>.^*N2=]Q=CP?2Q]]DM+T;9]IL+._AOFX7,;&ZO,'B[ZWM[R%O7DJ>RG MFA/ZD\LWH]$815Z?B2>"N;N5.U'!68XPXZCC[R^U[$9&VM;V%M<4ZGLIYI:GLYY9O1Z(PC&>3Q(:OLVE^.KK'J^X MZ[G=3V7$ZOM5'*Z]LV(R&!SF,JUN1]SNJ-+(8G*6]K?V52K:UY*DLM2G+&:G M/+-#\$813I^)S6-ETSQZ=:-9W#7LYJFR8G6=II937MEQ-_@LYC:M;D72I++4IRQFISRS0_!&$4W?BOUK8]/Z!=<-;VW`9O5MBQ>M M[/2R>`V/%7V$S6.JUN0MON:5._Q63H6M]9U*MM7DJ2PJ4Y8S23RS0_!&$5@+ MP]:IM.C^-KJSJNZZWG]0VC#ZIME'+:WM&'R.OY[%UJW)>[7=&EDGW1X-_UD<;8:G7['<)XJ^R&H26M& MC)>\AZ7+4FR&P<;7->$L*UQ>R_SM]@I9HS2T\E&I;RPIRW]:K+YY\R?CQI]R MN$?]8W'&'IU^Q/"^+OK_`%&2UHT9+SD'39:DV0SW'%S7A+"K<7LO\[?8.$T9 MI9,C&I0EA3EOJU67@'E]\?\`)V_X6_UA<>8BG6[!<.8R]O\`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`````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````,T/XV?]?OJC^Y_;?71RD`IA@````--WX0_Q>X7K[U3O?(+R MAK%&;G'M9:W./XIN,I:TYK_0^N.*R,:5E6Q4*E*%>PON8-CQTV5NJGK3RW.% MLL1-2]G">XA5`N-@```````SJ_C,/'!B-`Y#XC\DW&.NV^-Q?,.0MN$NQ$(`6#@`````````!4(^,)[^7G7;HWI73S0\ M[-C>1.Y^Q7UKN7R&O-)D+#@'C6MB=OR.&QJ^2'LIJ5O=]B^:=;_*O7O6,_CY M:M?A#AS8[&I2L]TDM[NC_P#@.2.7<'=QKRUY/6JX[6;FC;RSTZM_D;>4"YR` M````````^AVG5M9WG6=@TO=-?PNV:AMF%R>M[1J^R8RRS6O['K^:LJV.S&#S MF'R-&XQ^4Q.4Q]Q4H7%O7ISTJU*>:2>6,L8P`9+GQ%WA;NO%EV2M.0N&L1EK MGI=V%RV6R/$][7J5\E+Q1NL)KG*;!P5FQN9R%&^Y+JZK/QQ MS;))4DFN*7,/&5>.I[CDKRC3A[.RFW7Y#;[';T(1F]E8YFA+&/K0B`E1```` M``````&<'\;S^M/T?_=_Y"^L6@`I!@```F^^&]^VUZ$>\#D'ZD.4`&QT```` M`````B`\_'V-OD)]P&7_`,NX$!C#`````-KGPI?9'^.7]T#@_P"9.+`2?@`` M`````````P!P```?*L;V[QM[:9''W-:SO["ZM[VRN[>I-2N+6[M:LE>VN:%6 M2,)J=:A6IRS2S0_#":$(@-N/Q=^0;BOR7]-N*.S/'&8Q=7.9?!V&!YBTNTNJ M<^3XRYCQ&/M*>\Z7F++^3=6=.CDJD;O&5:M.G"_P]U:W=.'LZTH"0L`````` M````````````````0,?$E=W[GH_XI.=LSK&9J8;E+L'\DZP\77-K5C1O[3)\ MJ8_+2;QFK*O2C\KQ]Y@.)L/L%S:7E+U9K;)RVL99Y)YI)H`8]P```/D6EI=7 M]U;6-C;7%[>WMQ1M+.SM*-2YNKNZN:DM&WMK:WHRSUJ]Q7K3PDDDDA&:::,( M0A&,0&Q[X$_%OK_BXZ)Z5H^:P]O3[($Y5[.[!-2IQO\`^O61QD:F%XUI M7$)JT_\`5_B##9".)H4Y:LUO6R<24";,```````'\ZU&E<4JM" MO2IUZ%>G/1K4:TDM2E6I5)8R5*56G/":2I3J231A-+&$81A'T1`8_'Q&/C.L MO&QY#MQPW'>`_(O7'L-9W/-O`UM:THRXK6K#,9&M;[WQA930A"G2I\=[A[6G M96_IGGH8&]QD:DTT\\T8@0)````MX?!Q=Q;GA;R'[OU5S63]CI?<+B_(V^*L M:]U&C;PY=X4LLUONJ7=.6I)/1]IM3JT[;. M:YF+:C>6L\TL].-6C"6I+/3FGDFXGV*X"X][/\,;YP;RACY[[4-\P\^.N:UM M[*3)X7(T*M.]PFR82O6IU:=MF]>R]O1N[6>:6>G[6E"6I+/3FGDFXSV#X(T' MLOP]O/"?)EA/?:GO.(GQ]S6M_9RY+#9&C4IWF%V+#5ZM.K3M\UK^6MZ-W;3S M2SR>UI0EJ2STYIY)N$]F.NO&_:_@[D+@+EC'3W^FK M2OL#M&"N*U.M3M<[K69MJ%[:3S23TXU:,):DD]*:>2:B[6H]RO!CW#J5Z%.K M>X#(5:M&WN*U+(4^*>Q?&%O>PGEIU)I(U*=GF\=3N99II99ILEKV0J?_`*2W MJPC=T?:U'N'X0>WE2O0IU;S`Y"K5HV]Q6I7]/BSL/QG;WD)Y:=2:2,].TS6. MIW,LTTLLTV1U_(5/_P!);U81NJ5E:CVY\+';*I6H25;O!7]6K1H5ZU*^I\8< M_P#&]"\A/+)4FDC/):9G'R7$L9I8339#`W]3_P#24*L(W5"2O0[K^!3N?4KT M*=:]U[)5JM"WN*]+(T^).RG%EM>PGEIU)I(U*=GG<;3NI9IY)9ILGKF1J?\` MZ2WK0C=V[NEGE1ZF]V,1A[+4-WL-"Y;NZ%O)E.%=^R-GA]PH92>$DE:VU:XN M)K;&[_81N)H^QK8R:I7C2C+-<6]M/-[*6VKTS\HW5/NAB<19ZENMAHG+%W0M MY,IPSOF0L\1M]')SPDDK6^KW%Q&VQV^V$:\8^QK8R:I7C2C+-<6]M/-[*%J_ MI[Y-.KG<7%8FSU3$DE:WUFXN(V^/WFQC7C M'V5;&S5*\:7JS5[>VGF]G"XYT?\`++U"[RX?#66F[UC^/N8+RA;4\MP?R%DK M+#;I0RM2$DE:VU2XN9K;&6N9*-.O0Q?#G'F:QV2S-#)2>M))+O.;M8WV,T"P MHUO5C6^60GR,:-Y7YAHTZ]'%\/\?9G M'Y+,4_C3C MZU"TK^B,$4_>SS!]1NC^$RV-O]OQG,'-5&E<4,3PMQQG,;E,U0RDGK4Y)-]S MMI-?XKCS'T:WJQK?+83Y*-*/KV]E<>B,%3SC?CCM]YS.X>1VS;.*5Q7FQNK:IC:]Q5A=9J_A"XCCL=[>:[R=[-6N[JK+2ENK MFE54XYX[[;^;SMYD=KVO(0Q^`Q\,72W;PNJ7'O"G'=*XKS8[5]5QU:XJ0 MN\?=KO-+VRR&T[3?PQ^"Q\,92W M3;[>QNJ>@<-92^FKW=U5EI2W=U2O9\(\,>*-%X6XMPLF!T3CS`6N`P M-CZ9*EU5IT?6JWF4RMS3I487^0K5;R^N8RRS7-Y7J59H0C-%>3X5X M3N9*=&%]FLS?U:MW>W$9837%W7J5(P],T5^[@KA+CKKCQ%H/"'$^$DU_0..- M>M->U^P]-.I=5J=#UJM[ELM=4Z5"&0SV=R-:M>W]U&26:ZO+BK5FAZ9XNJ.H MNF.L@``````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````S0_C9_U^^J/[G]M]='*0 M"F&```#LO7/AO,=BNP?!?7_7JTUMGN<>8N-.(<-=2T8W$;7)\D[GA=.L;N-& M$8>UEM;G,RU(P],(1A+'TQ@`W7^-^/M4XEX[T+BK0\73PFC\9Z7JW'VF86C& M,U+$:IIF#L= M].AU;'Y;E=5X3SG-NK^SIQJ7M'8^`ZMMS#9T\;"6,)_EF6MM,KX_U9?3&K2O M)Z?HCZ_HB!C#`````-5#X.S,WF4\0E:QN8484=<[5U_U?\`,.O4*^0XXW:A M4ITY[NA1QF?A)1R$M",E6[Q%S=VOK>I<3PB!B5;UI.U<:;MN/'&]82^UK=^/ M]JV'2=QUS*49K?):_M6J9>[P6PX3(V\\(3T+[%9>PK4*TD?PRU*<81_P`/RH M```+['P2':VYM-L[D=(L]HN/<;-/&22VR>#O,5Q9RS7EA/5C+6 MN,M8YG3O5EDDA-+3QT\9HS0]'J`:$```````````S@_C>?UI^C_[O_(7UBT` M%(,```$WWPWOVVO0CW@<@_4AR@`V.@````````$0'GX^QM\A/N`R_P#EW`@, M88````!M<^%+[(_QR_N@<'_,G%@)/P```````````897D(X*R763O3V]X"R5 MI4M(\5=B^7=3Q7M)8R0OM7LMVS%33LU0EGJ5JDMGG]4K65]0A/-&I[&XE]?T M3>F$`/'@```/=_C_`/))VW\9G,4O,O5+D>IJ]_D:=G8[SH6?MZV?XMY2P=E7 MGKT,#R'ID;NSH9>WH1K586U[;5K/+X[V]6:QO+:>I/-,!H=^._XN?H5V?M<' MI/;JTO.E',=S["RK939;F[VS@#8+Z-.:$;K%\EV&.I7^D4[B:C/5J4=DL;*Q MLY9Y*4,G=3^F8!:@T7D#0^4=5P^]<9[MJ/(ND;#:T[[`;CHNR8;;M5SEE5EA M/2O,/L.OWN0Q&2M:DDT(RU*-:>2,(^F$0'ZX```````````````````&<#\; M)V;K;1V338CB#B'8N:]HHT*G\Q6VSF/9:NKX6ROZ<9831OM?UGBZ M-Q1CZ8RRT^FW)FM\D6MY1L_E65J<:<@WV/XR MY*P=I/++&K;X^-[FL%G;V:$82PH:[ZTWX)?3`#*M```!Z?Z3]@LAU1[?]9.R MF.N;BVFX0YTXQY(R$+:-;U[[7]8V[%9':,-5EMI9KBM9Y[6Z5W97%.2$9JE" MXGDA^&(#=1M+NUO[6VOK&YM[VQO;>C=V=Y:5J=S:W=K MO1GA/)/)&,LTL81A&,(@/D`````#BO/G7;A?L_QYD^+>=-`P?(&FY/\`G866 M5I5*60Q%_++&2CF=;SEE4MLUK6 MA7A)--)&:-.>>6;CW.7`7$'9'0LEQIS5HN%WO4$DTTD9HR3SRS$>U/'&4XHY[X\P/(F ME93^=ELK)",8U*DT(>M4[[8_#)OS5ZEU;\;E9X;><1CJVM;+4IQC)"6-[;83U)(1C-5J3PAZWDFQX(\_'6^$N$UNAW`ML5 MC?9T;+%:=R95Y9U6A2FDN*%/\FX?`[9NF"MZ,TE:,TT*="2,L8233PEFDDC+ MY.LN#///UTA+A==H=NK;%X[U*-GBM/Y)J\K:O0I325Z%...Q&!VO$LTDD9?+%GPEYSNOD)<-K]'MC;XS'^I2L\9J7(U7E'6:%* M:6O0I_D[%8/:=OPM"E-)6C&:$E&2,L8233PEFDDC+X]L.`?B%^L\),%K-#N9 M:XG&^SHV6(TOE"KR]J=O2C)<6]+\F8;7]OW?`VU&:G6C--+3H21EC"2:>$LT MDD9?Y7W7;SX=EZ<^`VNV[O7G?[)4I\#M-MVSOL)EXUJ=_B-]Y0J< M9:G5HS>M3KS9/!;)MVIX:K0DDI31EIS6T\TTL8PI231J0A-_.]X!\XW8NG/@ MMGM^U5]ALK&K)?8G>>3*G&VK5:4WK25YLEA-CVS5GX.M0DITIO5IS6L\TTL8PI231J0A/[4ZJ?#9;1=Y'%;-W$Y9Q6'PM.-&[N M.+N'*U;)YV_A_(JPQ^=Y!S6-ML7A82SRQIW-/'6&1C5IS1]C>49O1/#V;U:^ M'&V>[R&+V3M[RMB\1A:<:-W<<8\/UJV3SE]#^15AC\YOV9QUMC,-"6:6-.XI MXZQR,:M.:/L;RE-Z)X>PNL?P\FRW5_C-C[9\I8S$X>G&C=5^->)*U7)9J^A_ M(J0L,WO>8Q]MC,/"6:6-.XIX^RR$:LDT?8W=*;T3P]P]2OACMKO,EB=H[H+>%M%P''FB8&2/R'`X"U]C3JW522E3N'.%>*^OV@8;B_AK1\#Q_HV"DC\AP6 M!M?8TZMS4DI27.4REY5FJY#-9N_A1ECXXT#7Y(_(-?UZT]A3K752G2IW66 MRU[5FK9'.Y[(0H21NK^]K7%Y=32PFJU9X_A=4=1=,=9````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````9H?QL_Z_?5']S^V^NCE(!3#```!-E\.7H-OR1YKN M@NO75"G<4\=R9N&_2TZOR7U9;CBKA_D;E"TKP^5V]U2]I:W>GR59/1+"KZ\D M/9STZGJ5)0-D8````````!S/FG4J6_<.O",GM+R2\C3E],/1Z9OP@,%,````!J=?!M_9(;+^^!S)\Q^'P% MKX````````!^?VS9\1I.J[-N>P7'R3`ZEK^9V?-W7\C_`/#8C`XZYRN2N/YV MI2I_S-G:3S?RII9?P?AC"'X0&#-RQR-GN8>4^2^7-JJ>UVCE/D#W?8LELV8J>TC)3]?U\ADZD?3ZLOI]/I]$`'X````&D?\%#U?MM0ZH]IN MW.6QOLL_S5S)B.'M7N[JG"-;^HG#&MVV=O[_`!57U8^SQ^>W/DJZM;B$)O35 MKX&7UI80IR1F`NT@````````````,F;XL/J?9];/+;OV]:_C)<=J';'CW3NP MUC3M:4LF/H[??39+0.2J$D\M*GZ$8RPJ M3_;:]"/>!R#]2'*`#8Z`````````1`>?C[&WR$^X#+_`.7<"`QA M@````&USX4OLC_'+^Z!P?\R<6`D_```````````!FQ_&3>.W+\8]F>/O(KHF M`N*G&_8S#X/C'FG(VE&>K;:_SKH&"CC=2R>4JRRR4K.WY$XJPMK;6DDLLWIN MM8O*E2>$]Q3EB!2C``````'IGK9W.[8].]C_`*U=7>Q/+W!>6J74EYD*?'6\ M9S`X3/59*F67T`6@^GOQFO>SB M;\E:_P!N^(>*^V6L6_R6A>[=@I)."N7JM/\`!1NKZZR&K8G,\7Y2I2IPA5DM MJ.KXR-6I":6:YDEGA-2`M+=0/BJO$GVDJ8[!;EREM'4O>K^I+;2Z_P!E->IZ MYK%6XA+"-:M;7^*R-O-",(PGHU9Y8PC M_A`?K````````````````8XOQ'?,%US1YH>\F;JW/MK#2N0-SUW835;W;N2>->!M?RE6C-"6QM>.]7R'(6X6%C<>I+)--E:O*&# MJ7,(2>F,9P+V8``````````\I]Z^&;;L3TI[;<$7-'VW^MWK?S M3Q]9QA2A7JVV6VCCS8,5A8S+W%"XH?AA_/4I0&%F`````V]?%! MRW7YT\9G0OE2]N/E67VCJAP=#8[G^>]%QMF"T#":WMU:3Y1-4K^SJ;/A[N,O MK33S>K&'IGG_`/=$"0,````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````&:'\;/^OWU1_<_MOKHY2`4PP```3_?"X_;K]&?]YG_`*/.P0#7 MZ``````````&`.`````U.O@V_LD-E_?`YD^8_#X"U\`````````C^\L&ZU>. M_&#Y#-PMO;0OL1TN[+0Q4]"E3K34(-MQ6%N*E.K6MY9K6VRU]1J5O1-Z MT*,LT9833>B6(&(0`````V(_AJ..+3C/PH=(,?0HRT[S:]6Y%Y'RM>%26K/> MW?(',?(6SVE:K-)"6G+-;X._L[:66$(1DIT)99O6GA--,!.J```````````` M`H0?'$<86E;6?'IS/;6M&E?X[.]@^,,W>R^K\HOK3,X_BW:]7M:OK5X3>QQ- M;`Y>>3U*48>M>S^O-#^1"(&?,```#W/XP=JOM(\DWC^VS'>TFNL#W3ZOW_L* M=Q/:QO;:GS7I4M]CJEQ3EGFIV^3LIJEO5_DS>FG5FA&$81]`#<1````````` M`&<'\;S^M/T?_=_Y"^L6@`I!@```F^^&]^VUZ$>\#D'ZD.4`&QT````````` MB`\_'V-OD)]P&7_R[@0&,,`````VN?"E]D?XY?W0.#_F3BP$GX`````````` M`/-O;OJAPOW?ZZZ]N.K7]>WNI M,5MVGYVVM\CC+J-.I)2N[>3VE.I2C/3G`QR_*?XL^Q/BD['9/A+FK&U,UI>= MJ9+,\(\TXFPN*.E\P:-;74E*GE,95GC5DQ.V862YH4<[A*M2>ZQ5W4DC":O9 MW%G>70$9H````````#T_UB[J]L^E^U_UTZK]A.5.#4(^B'ID_!`!<3\>OQGW)6MW6!T#R3 M<,6/(^O>K:X^X[!,M,!>:ZB]X.J/>_C2ARUU-YNTOF73IO84\G'7KNO:;)JM]<4YJE+ M$[OI6:M\9N.DYB>26,TMKE;&TK5)(>O)+-)&$T0/5@````````````##(\AF MW0W_`+^=X]\EK2W$-V[@]F-NA<26\]I)7ALG-&ZYF%:6UJ0EGMI:L+WUH4YH M0C)"/HC_`(`'CX``````````````````````:_GPO>Y3;CX/NE\;BM-6O]7E MYVTV]C&C&E))+@>QO+4F'HTHQFF]M+2UNO92S3P]$(U(30]'X`$_@``````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````,T/XV?\`7[ZH_N?V MWUT=@@&OT``````````,`<````!J=?!M_9 M(;+^^!S)\Q^'P%KX````````!&!YK?LC_(U^Z!SA\RGL&P4ZDL8PC&'K23RQEC#_#",(PB`F!```` M`````````4IOC;[G#2]*NG=I7ITX[#7[1YFYQ=:-O--5DPUKQ/M5+/4Y+KU8 MRT:=6^O,=&:G&:$:L9)8PA'VK6IRSU*-.2XK2QFFEEC&6'X80C$!NP@``````` M``#.#^-Y_6GZ/_N_\A?6+0`4@P```3??#>_;:]"/>!R#]2'*`#8Z```````` M`1`>?C[&WR$^X#+_`.7<"`QA@````&USX4OLC_'+^Z!P?\R<6`D_```````` M`````>7>X'3/K?WPX2V/K[VBXSPO)?'.PRS7%"A?R1M<]JF?IVUQ;8[<-'V. MV]3+:GMV(ENI_D]]:5))_4GGHU(5*%6K2J`9LGE;^%.[B=,K_9N5>GMGL7<; MK30K7>1IXW6\7"[[%\<8B7^>A;[?Q[A[:G_K"L;&G4A3_*VL4:]:K+3J5[K% MXZC+Z8@53+NTNK"ZN;&^MKBRO;*XK6EY9W=&I;75I=6U2:C<6US;UI9*U"XH M5I(R3R3PA-+-",(PA&`#XX````````#T+UB[7]C.F7+&$YOZO\O;EPUR9@II M)*&P:CD?84)/)Y0P_7?GZQUWA+N]8XFXK6^OV-S5M>..>K3#VG-5L:V]W&=J3UIYIII:]2&2S5Q+":6$L(22RR^CTRQC$"S,`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````#-#^-G_`%^^ MJ/[G]M]='*0"F&```"?[X7'[=?HS_O,_]'G8(!K]``````````#`'`````:G M7P;?V2&R_O@(/)GH-3E/QR=]>.K>WIW-]N73?LM@ M<13JR2U)9,[?<.;C3P-S"2:M;23U+/,^PK20FJ22^O)#TQA#\(##F`````:W MWPI',=GRMX6NO^OTZ_RC+<&;YS?PYL-3U;>3U;RCR7G.3<'0]G;24Y9/DND\ MFXJEZ9H>TJ>IZ\\9IIHS1`L=`````````````,_KXX;ENA/=^/G@BRN_3=6] MMSWRWLEC[2>'J4+VKQKIVDW?LI:D*4*_<+@38A'O`Y!^I#E`!L=`````````(>O/_<6]KX:?(/5N:]&WIS<# M7UO+4KU9*,DUQ>;+KEI:4)9ZDTLL:UU=5Y*5.7_W3U)Y9981C&$`&,8````` MVN?"E]D?XY?W0.#_`)DXL!)^```````````````"*SO=X5_&_P"1>G?Y7L9U MUUO_`%F7=O/2M^<>-)Y^->9+2M-&,:=U>[?K>%&VV2US5C2C4F MFEH0GCZT`*?78C5K26/_NGA#\("KSVL\1GDHZ3_`)2N^R'3GFC2 MM9Q-.K7R'(>&UV7D;BNTMZ?X?;7?*?&ESM_']CZ]./KPIW&1I5O5A'TR0C+- M"`$4Y*-&TGLHU0)^``````````!AX>4#2[CCKR3=_M(N998?U;[F]F<=:S MR6]&TIW.,EYEW*KB+VE9T*]S2LZ-_BZE&M)1A4FC2EJ0DC'TPB`\+````[?Q M;UE[)2K"C5GEJ1ISRS>CU8PB`ZA_9[=^OV'NW_\`PT\S_P"A0!_9[=^OV'NW M_P#PT\S_`.A0!_9[=^OV'NW_`/PT\S_Z%`']GMWZ_8>[?_\`#3S/_H4`?V>W M?K]A[M__`,-/,_\`H4`?V>W?K]A[M_\`\-/,_P#H4`?V>W?K]A[M_P#\-/,_ M^A0!_9[=^OV'NW__``T\S_Z%`']GMWZ_8>[?_P##3S/_`*%`']GMWZ_8>[?_ M`/#3S/\`Z%`']GMWZ_8>[?\`_#3S/_H4`?V>W?K]A[M__P`-/,_^A0!_9[=^ MOV'NW_\`PT\S_P"A0#5-^&8X=Y!X0\,W5O4.4]/W+CS>[O/<_P"P9O1.0-1S M>D;;K$F0["A"M:WU*>26:G&6I4`GL` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````!FA_&S_K]] M4?W/[;ZZ.4@%,,```$_WPN/VZ_1G_>9_Z/.P0#7Z``````````&`.`````U. MO@V_LD-E_?`YD^8_#X"U\`````````^'DA4FEF]$8?@B`PANSW"V6ZW]DN?^OF3D7#X7L;Q-97%Q&A1K[/IM.WTGE?&VTZ5*26K"SP-U4F]>2G_`#8&B``````````````R&OB@.W5GVR\O M'.EOK^1HY/2.L^)U[JWJ=U;74MQ0K7?&M;+93DF:,M*::WIUK3F#:]AL_3)- M-&>C:4HS1A'^1*!7L```!9U^$=X`N>8O,)HG(-2PJ7.$ZS<.2KU*'K MX^GDM6GC+1AD/RERQ\LM:?IFJS1L)ZLDOJT9YI`-8,```````` M``9P?QO/ZT_1_P#=_P"0OK%H`*08```);/`[R';\8^8CQX[)GUI8S>F$(QA"$0-HP``````` M`!7Y^*+Y!LM"\(W<"A6J6\N2WVXX/X^P5&YEC/3NKW-<]<:Y#*TY99;FVJ?* M*&IX;)7%*,OK^K5HRQFDFDA-`!D&@````-KGPI?9'^.7]T#@_P"9.+`2?@`` M`````````````````BX[9>%CQ>]U9<[].>([S;LS\HJWG)?'^'J<2$:EQ//3C-5`J"=Z?#YY$/'-<7-WV@ZY;9K^@4[R6TL>9M/C;<@\,Y. M->ZJVF.C-R!J=3)8K7+S+5*49K;'YN&*RT\GHC&UE],`$9H````"R6/PFK92_\`34DH4*.H2'HEJS@-BP``````````9!WQ0O"=QPOYI>U5:2RFL\#S#: M\7%MBJE2$(2R5(P`T3@``````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````!FA_&S_K]]4?W/[;ZZ M.4@%,,```$_WPN/VZ_1G_>9_Z/.P0#7Z``````````&`.`````U.O@V_LD-E M_?`YD^8_#X"U\``````````,HKXMGJ%<==/*MLG,6)Q/>4<9":I&:>.2KY?7K3.W7HC&2$VP2^KZ(1]24"KX```#U#TK M[6\B]'>U7!G:[BNO-+N/">_8G;:&.C=0O M[[$7L9(>O"UO:D9?1-"$8`;;?5SLKQ-W#Z^\3]F>#M@I[+Q?S%I^-V_6+_TT M9;ZSENY9J.4UW.VM"M<28W:-5S-O<8S*V<9YI[/(VE:C-&,9(@.^```````` M``"*;S/>1S6?&%T*Y:[!5LAC8\KYBQJ<;=>-8O9Z<]?:.9]MLKRAKM:2RGEF MA>8G2K*C<[#DY9O4DGL,74HPGA6K499P,7+,YC+;%E\KL&>R5]FI4GC--&,8QB`^M``` M!I3_``6O3V[XWZC=A.YNRXWY/D^S')&-X[X\KW-&E-5J<9<&0S%IELWC+J6, MU2E9['R7M.4Q]S2CZL9JVM4YHP]$)(@+J(``````````SF_C@,'?6_8CH9LM M2%/\FY;A?E_!VDT)I_:QOM>WC5[_`",)Y8TX4X4X6^SVOJQA-&,8QF],(0A" M,P%&L```'[+CK?-BXLY!T7D[3[J6QVWCG%6,MGL6H9NQV#"74T* M%:WKQEM\GCZ4\?4J23^B'X)H1_#`#=>ZX\YZ;V;X`X6[$\>W%.XTKF_B_1^4 M=;A)=4KRI:8W=M=Q^?I8N]K499)94YI9*E&ZHU*<\DD\LTL`.T` M```````HO?&S]K<;A.$>I'2G#Y.G/L7(/(F:[';QCK6O"6\QVH\=X/+\?:)) ME*,M>6I-B]MV/>,Q5MX1ISR3W.N331C+-2E]8#.H`````;?/B@U;^I?B^\=6 MM3V/Y-N\;T@ZL_E6R^5?+/8YV]X2TK(;!_\`B87%U2J>TS=W<3_S=2:C#UO1 M3]%.$L(`>_P`````````````````````!];F<-A]BQ.2P.P8K&YW!9FQNL9F M,+F;&UR>)RN-OJ,]O>X_)8Z]I5[.^L;RWJ34ZM*K)/3J231EFA&$8P`4*/B& M_AEN+]8XOY&[Y>.?3:>AW7'^/S.]\^=7]?H3S:=DM,L:-QE]IY)X9LJES'^J M&0U&SI5;O(ZO;21Q=UC99Y\9)95K26RR`&?@```#[+#9?)Z_E\5G\+>5L=F, M)DK'+XG(6\82W%AD\;=4KVPO*$TT)I85K6ZHR3RQC",/6E@`WL.--RM^1>.- M`Y!LY):=IO>DZKN5K))+6DDDM]GP5AFZ$DLEQ+)7DEEI7T(0A/"$\(?X80CZ M0'[8````````!G]?&Y]5KGY;TO[MX;%U*EK-9[;U;Y$S$*4?9VE2A<7_`"OP M[81JR4X__P`Y\MWB>,)YH0EC2E]2$8S3^@"@8```"0SQ3=VLCX\>_P#UK[74 MI[J?6>/]ZI8SD['6LM2M4S'$>[V5WI?)MC3LZ=&X^6WU#3\[=7=C)&G/&7)6 MUO4EA">22:`&VEK>QX#<==P&W:IF<;L6K[3A<7L>M[!AKRAD,/GXN+K5K>A3_\`S9H1 M`R8P````%J/X;+SM0\;G)U?J]V:S]]5Z3\T;-3O_`.L-Q&[R$_7/DK(4Z=C' M?K"RH25[BMQ[M/LK>ALMG1EFGMO94\G;2QJ4KNA?`:H.#SF%V;"X?9-;S&+V M'7=AQ>/SF`S^#R%IEL+G,+EK2C?XK,8?*V%:XLUJ5I86%I2KWN0O:]*VMJ56O5ITY@,@7SA^7;>? M+=VON=_MZ.:U/K?Q5+EM0ZV\996I3DN\3J]U>49\OONUVEK7N+&3D+D:M86] MSD9:52M3L;6A:6$E6O+:?**P$+8```.P]?."N1>SO./$W7GB7#S9WDGF;?M9 MX[T['?SDMO-F=GREOC:%YDJ].G5C8X7%25IKJ^NII?9VEG1JUIXPDDFC`#W%&E;WV=K8:QDDS.UY:E0FFH2YS; M\[4NLI?^S_D1O+RK&6$)8P@`]$``````````"DM\;=PE>[-U(Z:]@K2TJ7-' MB#GO=^,LE6I20J1L+#G+1;3/2W=QZ(1GHV<^3X1MJ$9X^B3VU:E)&/K3R0B! MFX`````-$'X/KRQX+8./\EXL>:MFHV.ZZ7=;-O\`U0R.:R,E.7:]*R=>OL?( M/#^-^4^I&KGM.S-:]V''4)9ZM:ZQ=]?PDDIT<7#UP+VX``````YOS!R]QMP% MQ;OO-7,.WX?0>+^,=7RVX[QN&>N/D^,P>OX6VGNKRZJ^K+/7N;BI"6%*WMJ, ME2YN[B>2C1IU*M2228#%K\L/D#VOR:]Y^9>UF=MK[#:OL.2H:IP]I^0]A\JT MCAG4(U\?H6OWDMM6N;>&:N;.>ID\M&G5J49\SD;N:E-[*:26`$<8```/V/'6 MB[#RCR#HO&>HVDV0VOD7-DFC4J5:D9 MI;.QDA&,TTT?3_AC&/X0'ZX```````````$;7E?\CW&OBWZ8\C]G-X_)N9VV MWH_U0X0XYO;N>VK22VU?AGFNOK_`%@[E7E.QQDG'N=RLUMQES!FY_9VTU?A M+<,S7F].4R5Y-+&EJN5KPS]L;VWK6EY9W=&GWKT9XR3R3PC+-+&,(PC" M(#!L[`ZW@],YZYNT_6:$MKK>JF/K0AZ0'(@```;QG6G#WNO=XS M1<#974M*K"$(5*<*]";U9H?X8?A`=L`````````1@>9/HS)Y$_')V3ZT8RPM M[SD;*:?-O7"=6M/;V\]OS1QS5AMN@6=._NO31QEOM>1QTV!O;F,(^RQN6N8P MAZ0&*A?6-[C+V\QN2L[K'Y''W5Q8W]A?6]6TO;&]M*L]"ZL[RUKR4Z]M=6U> MG-)4ISRRSR3RQA&$(P`?%```!HP_"5>9W$\AUNHFR MYRZHT8;WQK94J^3RW"D][=5Y:UUMW'4L*]W@J,/7C=:Y"I:TY:4N(IPN`+RX M``````````KS^;KX@/@OQ,ZY:<<:98Z[SKW*V67$W^&X1_+->VPVA:I>U*5U M6W/E_*XCVMYKEKD,7Z?R1BY(RY/)U*M.M+)3LH3W,`/:?BL\LW6/RP\$T.4> M$LO+KW(VL6N*L^;.",_?4*F]\2[1?6T)YJ-Q+"E:?UFTG*7%.K^1]@M:,MGD M:5.:2>2VO:-U96P$HH`````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````,T/XV?]?OJC^Y_;?71RD`IA@```G^^%Q^W7Z,_[S/\`T>=@ M@&OT``````````,`<````!J=?!M_9(;+^^!S)\Q^'P%KX``````````?QN+> MWO+>O:7="C=6MU1JV]S;7%*2O;W%O7DFI5J%>C5EFIUJ-:G-&6:6:$99I8QA M&'H`8^'Q"7BFRGB^[Q[)8:7@JUOU8[`W6;Y-ZXY:A1FAC<)C:]Y0K;GQ!5G] M,\*.2XJS>4DMK>2,]2>O@;G&W,\WM:U:G2`@<`````61?"]\1UV1\7$<1PGR M7C\IV*Z8SY",_P#JOOLI3M][XBER%[[?+9?A39,C&:VM[.K/6J7-;6LA/#$7 M=SZTU"KC:U>YNJH&EQT7\GW2#R-Z7;[;U3YVU/=\I)CY+_8^,,E>4-;YBTB' M\B2O2V_C3*UJ6RXZWM[F?V,+^C2N,33^5$#WV`````B,\COF[\? M?C'P^7L><^7\?M7--MCYKG"=;^*ZUEN7,>6NJU"%?'4LWA[6[DQG'.+OY)O: M27^R76+MZU&6>-M\IJPEHS`9C7ET\X/;'RW;U0IRVK?\E4A9S\D\C4<=5FHRY.ZMZ%M8R5J\F.M+*2YN9:P$+X` M```#0K^#Y\3%]JN*S'E/YRUFI9Y;:L7G./\`J)B2:G--)/+-)/)-&2>2>$99I)I8QA-+-+&$(RS2QAZ( MPC^&$0'^0```?JM'WCM;'A+RE MD,1F\)E\?5H7N.R6.O:$E6E5I3RSR3RPC"(#1W\/_P`6UP=S+K6K\&^3;*XW M@SG"QHVN&Q_8^VQ4UOP?RC-3]E;6U_OE#%TJM3A[G[+Y?4MJ&+MYYH1N+JC)Z9X`9 MD_G!^(-YM\LV:H\4:)A<>=3K/(]G-TNYJ4(6U'-:15M<;Q+:4[JI-+1DRD>6\WA\A3HPA/5JVF,NI MI)82TYZE,#7/```````````!\')Y/&X3&Y#,YG(6.(P^(L;O)Y;+9.[M[#&X MS&V%O4N[[(9"^NZE*ULK&RM:4]2K5J3RTZ=.6,TT80A&(#($^(6\M5_Y2^Z> M2N-`S-]-U/Z^39KCOKQB(U+FC8[-3FOI)=TYIN["XEI5*.6Y/R&.H1MH3TZ5 M2WP-ACJ-2G)<2W,U0"!*2>:G-+/)--)/)-">2>2,99I)I8PC+-+-",(RS2QA MZ81A^&$0%IGQ=_%6]V^C]IKG%'9&C==SNN^'HV6(QMENF?FQG.&@X6VA3MJ- M'4>4[BSR=?:<;C+6$8TL;L=&_FFDIT[>VOK"A+#T`7_/'_YLO'1Y([#%677[ MGC"XGE2_M:=:\X`Y7FL^/.:L=<3>K[:TLM6R=]6L-WEM(U)/:W6M7V:L:4:D MLL]:6>/JP`EA``````$5GF)\F/&OBYZ6W%:[O+R[K5+FZN[JYJ35KBYN;BM-/6KW%>M/&>>>>,9IIHQC& M,8Q`?'``'H?J-PCD.RO:GK=UZQEE<9"[YMYSXJXM^36WMI9X6N\;OA-=R%U5 MK6\]*I:6=A89"K7N+CUZ,- M;J6G7'N?G,WMM6;'VT?R/H782,(Y7DW4*\:4LU/&V^\U*T^SXJ2I&G+7GNWJM]T?B[3]BY"Y*W' M5^/M"U#%W&;VO==USV+U?5-:PUI+":ZRN>V#-W5EBL3C[>$8>O6KU9*M4GJ5)YHQC&,0 M':>IG;CL%T>YST_L7UEY$RW&O*6F5JDMGE'EN M^4^`+O)SU),C9T:DU"IR!Q'D,C[*ZW#0[N:66:ZHP]IDL!7JRV][":E/:7UZ M!.V````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````````````,T/ MXV?]?OJC^Y_;?71RD`IA@```G^^%Q^W7Z,_[S/\`T>=@@&OT``````````,` M<````!J=?!M_9(;+^^!S)\Q^'P%KX```````````$<7E1\;7$7E,ZA[QUFY/ MC1P.>JS2[;PWR=3L);_+<3\LXBTNZ.N;;9V_M*,]_B;FE=UL=F+'VE/Y?B+R MXI23T:_L+BB!C7]L>J?.'2?G_D;K3V'TZ\TKE'C/.7&(RUG5IW4V)S=A[2>; M#;?J62N;6S_+^E[7C_4O<7D*=.62ZM*LLWHEF]:24#SH`````^^UC:=GTG/X MK:],V//:CM."NI;[";+K&7R&`S^'O9)9I)+S%9G%7%IDZFNH3VM:2EF>1^09J=O1L?33J4HSS35*L?:0J22P]E$#\[O?QK7 MD3S%O=VW'_6WI[I'MZT?D]]F\'S!N^2L;2,D?1+2FEY7U;&5KZ%7T1]K5M)Z M7J^F7V/IC":`$0O9WXAKR_=KL9D-I5M\AEKNE5I^F2>6:6,81`A?N[NZO[JYOKZYN+V]O M;BM=WEY=UJES=7=U:CK&A:+KN'U'2M*U_#ZI MJ.JZ]86^*P.MZUK^/M\5@\%AL9:4Z5KC\7BL;:TZ%"C3EEDITI(2PA"$`'Z0 M````````````!D=?$R>,+(^/KR`[;R!HVM38[K+VWR6>YAXDN\?:5*>"U;<, MA>4[OESBF6:2C1L[&MK&UY*.2QUG1EEH4-?R]A1IQFFH5H2`5S``````!W?A M#M)V7ZS92KFNNG83FS@C*7-Q3NKR\X@Y1W;CFKD*U.G[&$:+5++Y!B_(#S%=4/5H2^TV3'<>;E>^B MWI0HTX_E+;]*SF1]::27TSQ]KZ:L_P#+GC--&,0')>5?-=Y9^:+.ZQN^>07M M!/C;ZI7GO<9I_)N8XQQM[+6'X)9(`(S\Q MF@5CR#RAKGY$[(]OKC!\NG-/?4/7EKT]7HS25J4;?,T*D0,V0```']*56K0JTJ]"K4HUZ M-22K1K4IYJ=6E5IS0GIU:522,)Z=2G/"$99H1A&$8>F`";;J!\1-Y;>F5MCL M#I7:78.6-`QOJRTN..QUG3YKU^%O2A"6WL++8=GK?ZS->Q=K)",M.TQ.?Q]M M++'T>I^"7T`6*.!OC?\`8J%&SQ_9[H;AQECD-OX&Y=OL!1^42^B$T+/C MGD'6=DJ>QK>M&,(S[3ZU/U?1Z*GK>M(!)UI?QF_BGV*C:0V;C?N5Q_>5*UG; MWLN9XLXSS6.M8W$9(7-Y1O-4YIS=[=XVQC-&,TT;2EQ[8;Y4A;SUH6NI\+:Y9UYJDL\)86D)MYY-TRV^45)8^M",:D* M7JP_#/"/H@`BA[6?&W7]YB,E@^D_3;\C9:YMZM/'\D=EMNHY*7&5*DGJ0JPX MFXVJTJ%W<48S1GIU*FVQI0GEE]>A4EC&4!2X[?=U.SW?'E_)\Y]K>7=FY;Y! MOZ/R"QN!U3!25JE>WUC1M3Q5&QUG2]9MJU6>I+98VUMJ-2O4J5ZD*E MQ5JU9P/+0```+:_P@'1;)]@_(;E>V>Q8>M4XNZ7ZC?YJRR%S;2SXW*\V$D]OZLES6P>L5\YG)IZ7M)[&[L;":>$GMZ4T0-2$```````````'CCO MUTAX=\B75/E7J?S=:5(:KR-AX?D?9K&WH5]@X\WC%31O=-Y#U>->,DDF\'2WG3Q^=F.2>K/877?R)OO'N4C):Y2R MA<5=7WS4;Z:I6U;D31LG<4+>;,:?MV-EA<6M6,E.O;U/:VEW2M[VWN;>B!Y, M`````2R=#?-WY)O'-2QFO]>NPN:O.*L=6C/'@KE6VDY,X?GMYZDM:O98K6\_ M5FR6C4;JO)">M4UJ_P`)U'1*VNLA+ZO MY6W3K]RM5L+*MZ8PA-^3N,>1L%DJ]MZL/PP]IMU7UO\`!^#_``Q`D.P'QIGB MVR5.C+F^$>\NN7?R&>XNHU.,^#\KC)+RG2]>./L[S']B9LA=35ZG\BE5J6=O M3C'\-3VXKJWT\X?X7GK M^VMZ.T\N;OLW.&;HV\TDTE._QV&P&+X?P.,RDLT83R27<,O;21AZLTE6'X0% M6CN1Y)>\G?[8/R[VU[(\C\;)QMRAQ[ MG+78]+WC4:$8TZU"I/1KT:D)Z%U;5:E&M)4I5)Y) M@-A'P->0/L=Y).@^G]@>S'"=QQCNE#.9'2M^VER>N6]QGZ-WC\C;^Q_)<UL@)HP`````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````&:'\;/^OWU1_<_MOKHY2`4PP`` M`3_?"X_;K]&?]YG_`*/.P0#7Z``````````&`.`````U.O@V_LD-E_?`YD^8 M_#X"U\`````````````@X\VGA'X5\N_#=O-&OA^,>V7&F'NK?@_G6I8U:E&6 MTC7N,C/QAR=3Q]&KD<[Q?FV60`R6^UW4SL! MTDYQW'KMV7XZS7&G*.EW49+S$Y2C&?'9O$5:]Q1Q>VZCFJ4(XW:M-S\MK//8 MY.RJ5;:XEEFA":$\E224#SD```````````````"<3PQ>#CL5Y;^4:5_84LEQ M7U,TC/6UKS#V"R6.J_)JDUO/9W.0X[XGHW-K5LMNY2O,;=R3QDF]./PEO5DN MK^?TU+2TO@-;#JSU9X+Z7\%Z'UQZXZ'B^.^*>.\7+C\)A,?+&K=W]W5C[7*[ M)LF5J^F^V+;-BOHS761R-U-/<7=Q/----Z/1"`'H0``````````````1[>3S MQT\.>4'J1OG6'ENG+BKS(RR[+Q9R+;6E.ZS?%7*>'MKJ75]TQ4D\9(W-K)&Y MJV>4L_7IPR&)N[FW]>G//)6I@8V/QVG76G\CZ#DJE&,\ M)+BKKVX:Y7KUYM;VTFPZ3M=I0C7L;R222;T>O1KTZ-U1KT*0'EX`` M`````````````%Q#X8?P19?MYR=K'?KM9I-2AU-XHV"7*\0Z5M.-J2VG8_DW M`W=26TR,^.NZ4LF4X?X[S-K[6^JSPC9YO,6\F.A"YMZ.4I2`:=`````````` M```#,_\`B'/AX.Y^@E M:6&/LZ,L]Q>7=Q/2M;*THU:]>I3HTYYY0-F[Q$^-_2/%ITBXUZQZ[7Q^W[G7?+"E&2GO_-&T6>/EVS,VT]2WM+B?7\+;X^UPN%A5I4ZTN&Q=K&M"-Q& MM/.!)N`````````````A@\T'AEX0\NW`TFNYRIC^/.RG&^/RMUP#SI)93UJV MOY"[A+P<7[1=T)(7="6$]UC*_HO;*'M(5J%T!D9]KNIG8#I) MSCN/7;LOQUFN-.4=+NHR7F)RE&,^.S>(JU[BCB]MU'-4H1QNU:;GY;6>>QR= ME4JVUQ++-"$T)Y*DDH'G(```````````````%KKX?7X=7>?(5LVM=K>V>!SV M@=(-7S5CE,!@,E99+#;'VJO<9>R5;C7]5K^VQV0Q/$,E2A-0S&R6\WKWD_KX M_%S1N(7=YC0-2#5M6UG1M9U_2]+U_"ZGJ&IX7&:WJ^KZWC++"Z_KFOX6RHX[ M#X/!X?'4;?'XO$XO'V].A;V]"G)2HTI)9))82PA`!]\````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````S0_C9_U^^J/[G]M]='*0"F&` M``"?[X7'[=?HS_O,_P#1YV"`:_0``````````P!P````&IU\&W]DALO[X',G MS'X?`6O@`````````````!'9Y'O%QU$\I'#_`/JJ[/:)\KRN$IW];C3E[58V M6'Y;XER^0DI2W60TG::]C?2PQ^0FMJ4;_$7U&\P^1C1I37%K/5H6]6B!F#^5 M?X>+O/XPK[/;U<:[<=B.K-I4N+JP[$\68+(W-GK6)ISQ]3_7+I5*?)9GBJ\I M21D]I=UJEYK]2:I))1R=2M-/0I@0)````````````_0:KJ>T[WL>%T[2-:V# M:MSWY1(93B?C.2I99G"]4\!D_DG+.\T(0HWMO3Y:V7&5JD MG%FMWK3JU<+7I2S5`-#+BWBSC?A'CS4.)>(=(UGC?C/0 M<+:Z]INCZ=B+3!ZWKN&M/6C2LL;C+&G2H499ZM2>K5G]$:E>M4GJU)IJD\TT M0/WP````````````````"*+RP>('K!Y:N%J>A+#DR?3>QN@UKK0Y?B'DNTHQJ5*4,1L,UM2FP>S26LGM M+K!922TRMM"$:D*52VFI7%4",<```````````'RK&QOV>-QMG=9#(Y"ZM M[&PL+&WJW=[?7MW5DH6MG9VM"2I7N;JYKU)9*=.26:>>>:$(0C&("[)X2?A1 M^1N:H]5KVKD#P^.HV^/Q>)Q>/MZ="WMZ%.2E1I22R22PEA"`#[X`` M````````````5J?*G\,5T=\AE?9.5^*K6WZB]H,M\OR=UR!QMK]C-QMR'G[B M2:M\JY5XLMI\9C+S(9"]C-/>N%,ALO$EM<5:>.["\00R'('"^0MY(S0I5\IL-GC;3+Z!<7/J3>SM-FL M,-=UO9SS4:=6G+[2($2(```````````/1O5CJ1V,[K\OX#@GK!Q1M7+G)6P3 M0J28;6[+UK+"8J2M2H7>R;=GKJ:WP6H:KCIZ\D+C)9*XMK.E-/++&IZ\\DLP M&J?X)_`IQ1XFN/)^1>0:VN\K]V.0L++9<@,.RFG5)-BU^G?5^+^9M1EL,9RMQ5EKV26%>XU?8+FRO*=W@\C4I4X MY##7U.YQ=_[*G/4HPN*-O7H@9=WE3\!'>7Q:YK+[/MFJUN;NLORZM)KW97B_ M$7][J]K9359OD=ORGKB;=R9R-N62I8?5-&T37\IM.U[#DZWIC3LL M1@L-:WF1OJWJ2S3S0ITXPDDEFFF]$LL8P`OU>&;X1ZSUF]U3LAY5+/%Y[*VW MR+/:ATWP^2M\IK]A=RPI7-G<=@=HQ=>M8;)4MJL8S3ZOB*U3'3S220O[Z[HS MW&-`7Q<3B<5@,5C,%@L9C\+A,+C[+$X;#8FRML=BL3BL=;4[/'XS&8^SIT;2 MPQ]A:49*5&C2DDITJE2GI>K5A#U_6A-"`%7 MC[M[YM?V".0/I!X0_P#M``^[>^;7]@CD#Z0>$/\`[0`/NWOFU_8(Y`^D'A#_ M`.T`$QW@`\)OE'ZC>7#J9V&[&=1MPXPX:X^_U\?UQWG*[AQ7E;#!_P!:^L_, MVD:][>PUO?,UFJ_Y3VK9;&SE]C;5/5GN(33^K3A-/*!I6``````````#'%^[ M>^;7]@CD#Z0>$/\`[0`/NWOFU_8(Y`^D'A#_`.T`#[M[YM?V".0/I!X0_P#M M``^[>^;7]@CD#Z0>$/\`[0`:"WPQ73CLMT;\<&=X7[6<59;A[D^Z[+"]SF]Z+JF0Z=\U9?Y3=5MWX`Q^)Q^AYO M+UH5)I;[<>$[N2AI-_Z]S5FKW-3"1UW(WU::,]Q>5)OP@*<7;_X1GRG=>;W* M93@[%<=]R./[7V]S:93BO9L=I?(E+&483_SN7U9IH^O+(!7=YIZP]DNM^6FP?8/@#F?@_+0N)[62QY9XQW/CZM<5I/1&, M+/\`K5AL7+>TYY(PGDGHQGDJ230FEC&6,(Q`X8`````D&ZW>*'R1]N:]A+U\ MZ6=@-ZQ>3]G\BW"ZT/(Z3QQ4]M)"I2]IRAR##5>.K;VE*:$\/:Y23TR1A-_@ MCZ0%GSI7\%?V$W.\Q&S=\NQ6F\*ZM--1NK_C#@>3_67RA>6WK4H5\3D=YSMC MC..M*R7HFJ1EN;.WVZWAZDL/4CZ\WLP+I_0OQ&]`?&WBJ4G5K@+6]=WBIBXX MG-\T;9ZV[\T[%;5?3&^I7W(6=EKY/$X_)S^B:XQV(EQF)J3221^2P]23U0)) MP````````````````````'X?DCC+CGF/1]BXSY:T/3^3>.MOQ]3%;3HN^ZYB M-MU+8L;5C+//99G7\[:7V+R-O[226:$M6E-"6>6$T/1-"$8`4]O('\&SU8YH MOLYR!T-Y4RG5+<;WV][#B+=K?+6$9J<(1C+&'^&$0 M'Y4````!ZMZ_]%.Z':N[MK3KAU6Y]YIIW4TD/ROQ]Q7N6PZQ925)O4DNFK3DQNIZ!G(\?6I?;51N;2:I+&-G5FEGIR@ M7:_&[X%?';XRY,-M/$O%G^LOGK'6_HK]C>:HX_=.3+>\JT)J-W5TBC\@L]4X MPMYY*]:C+'`X^SOZMG5C0N[N[AZ9H@3/@`````````````````#X]W:6M_:W M-C?6UO>V-[;UK2\L[NC3N;6[M;FG-1N+:YMZTL]&O;UZ,\9)Y)X1EFEC&$81 MA$!7[[P?#)^*;NI<9K::'#EUUCY4S$UY=U^0^LUW8:!:WN4NI_E$;W.\97&- MRW%F3FK7L9JMU5H8BRR%W&K/&>[A/&6>0"J7VH^"V[N\=UC/-":UL;6VOI]RXXR-Q;R1C)5N;G8<5)4C+">6C)Z\: M=,"OSSYX9_*EUFN;^CR_T-[(8NQQGKQR&S:=Q_?\MZ-:2TXS0FGK<@\13;UH M\M./JQC+-^4/5FA#TRQC`!&[E<3E<%D+K$YO&9##Y6QJ>QO<9E;.YQ^0LZL9 M99X4KJRNZ=&YMZGJ3PCZL\L(^B,(@/KP`!\JRL;W)7=MC\=:75_?WE:G;VEE M96]6ZN[JXJS0DI4+:VH25*U>M4FCZ)9998S1C_@@`DTZW>%SRG]L+JPDX9Z. M<^7F'R7LY[7=-]TZXX?X]K6\]2%.I$8S5)+6[KUH0A^"2 M,8PA$"TMT9^"JV^]R&)V[R(=D\VK=\]&E+ZL+K)7=S4IR>BG2]2E++ M)*!ZQ``````````````````'Q;ZQLLG97F-R5G:Y#'9"UN+&_L+ZWI7=E?65 MW2GM[JSO+6XDJ4+FUN:%2:2I3GEFDGDFC",(PB`K$^0;X4/QO]Q:V?W?@['9 M+I%S)EYKB\CF>&L39Y/AO)96OZ?1<9[@>^O<5@,?:R_@]%#5K_5Z_">>6/K35K;8.!]GMJ>XTL91C--:U,QQ7 MO?\`5?;)\Q=4Y?Y5G@?ZPR4Y_P"3"O/^",0*^O+O`/.W7_/3ZKSOPMRQPKLU M.I/2FU_ECCO;N/,UZ\GK>M+#&;=B,1>3>CU8Q],)(PC"'I_P`.2`````)%.M M?B0\EO;JXQL.`NE7/VX8?*UJ-"RW7+:/?\?\:U)ZT\LD(SB$81`6B.DGP5G-&T7N&VKO[V/U?BS6)O9W5_Q-UYE_KUR/ M=T9H32S8O*\D[3B;+0M-R%*I"$\U2QQVUV]2G_)A/)--&:F!=?Z*>+[HYXWM M3NM9ZD\$:SQ_DLQ:T;7;.1LA-=;7RQNTE&?VT*>T\C;%5R&S7F-ENHS5J6-H MUK?$VM6>:-O:T81C`![]```````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`?!R>,QN:L+O%9C'V.6Q=_1FM[[&Y.TM[^PO;>?_`-]"[L[JG5M[BC/Z/PRS MRQEC_P#J`>&N0?%EXTN5;JID>0N@/3C:,M6J2U*V=O\`KAQ)3V&M&6II/&::6,WX0'G/^P'\-O]WMP!_BC._P!/`/ML M-X(?#Q@;R-]8^/#K57K1HST(R9G2OZQV?J5)I)IIH8_8;W*6$M:$9(>K4A2] MI+#TPA-"$8^D#VKQ/TRZ?<"W=*_X,ZH]:^&+ZC4EK4;WB?@OB_CJ[I59*E:M M)5I7&GZMAZU.I)6N:DT)H1A&$U2:/^&:/I`]*``````````````````````` M``````/Q^Z<>:!R1BXX/D31]/WW"Q]/IP^Z:SA=IQP^5NJ MTE#Y-)&]RN%U''9*^IRT?1+"2M5GDAZLL?1Z998P`_%_V*7B/_NY>H'T'Z3_ M`$6`_P!2>%3Q(23RSR^.3I]&,DTLT(3\&Z-4DC&6,(PA-3J8F:2>7TP_#":$ M81A^",`'HOCWH1T7XDN);OBGI=U-XRNY*WRB2YX]ZY\/Z7<27'KT:GMY:VMZ M=C:DM;VEM3F]:$?6]:G+'T^F6'H`]82224Y):=.662226622226$LDDDL(2R MRRRRPA"666$/1"$/P0@`_P!``````````````````````````#\#N_%/%W)M M&G;-'9;JG?;%X[^C&?O:5O):4KS-=2>`LK=4K6G4JUI+:G<7W']> MM);R5J\\\)(1A+":>:/H],8@/CXOQ9^,;!W]#*87QS=$,/D[7VOR;(XOJ'U] MQ]_;^WHU+>M["[M./:-Q1]M;UIZMXG&R0MY)*4L(2>CU80EA#T?@@`Z M@``````````````````````````/I=AUO7=NP]]KVUX#"[/K^3HS6^2P>PXN MQS6'R%O/#T3T+[&9*A M9O)WGRB-WFZ77KB_#;#=37,E22K/<[%@=;Q>UFFDFFN(S4ZD?7DC+/_ M`"@'!_[`?PV_W>W`'^*,[_3P#[K`^"7P]ZY>S7^/\=_6:XKS48T(T\]HE+:; M+U(U:-:,TN-V>ZR^.EK>O0EA"I"E"I"2,TGK>K//"8#VOQ1TZZC<#5J-QP;U M8ZX\,7%M-Z]O7XHX0XRXZK4)_E$]YZU&KJ&L8>>E-\KJS5?3+&$?:31F_P#= M&,0'HX`````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` $`!__V3\_ ` end GRAPHIC 21 hyattplacelogo.jpg GRAPHIC begin 644 hyattplacelogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^%?E6AT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O&UL;G,Z>&UP1TEM9STB:'1T<#HO+VYS M+F%D;V)E+F-O;2]X87`O,2XP+V&UL;G,Z M>&UP34T](FAT='`Z+R]N&%P+S$N,"]M;2\B"B`@("`@ M("`@("`@('AM;&YS.G-T4F5F/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q M+C`O7!E+U)E&UP.DUO9&EF M>41A=&4^"B`@("`@("`@(#QX;7`Z0W)E871E1&%T93XR,#$U+3`Q+3`V5#$V M.C$W.C4Q+3`V.C`P/"]X;7`Z0W)E871E1&%T93X*("`@("`@("`@/'AM<#I# M&UP1TEM9SIW:61T:#XR-#`\+WAM<$=);6&UP1TEM9SIF;W)M870^2E!%1SPO>&UP M1TEM9SIF;W)M870^"B`@("`@("`@("`@("`@("`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`F(WA! M.S`K4'IH2E-K=$U453504FQD65=6<&)81C%E6#%2;%IM9&]A5W!R8D71R<2MV+V%!07=$05%!0T5135)! M1#A!.54T<3=&6%EQ-T9867$W1EA9<6@F(WA!.TY8,6)4=$@P>34Q5%5P,71R M0WIJ371X3R]25E@U8FXR038T<2M49GI,+S5Y8C@Q83=C>3)8;%=35%).1U5L M5FY39W9*:"]-,&=R-E@F(WA!.W-%,R]!36\T<'`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`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`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`U4C9Z-2LQ=5`Y,CEV-69T;D(Q2%530T8T9S%-55)) M;S!J9CA,,5!A<6=L.6XV=#52,$Q64$MK,VQA93-#84Y,8D,P5T-08C`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`K:EA,<4Y5,#1N-%I%-F,P0BMZ26\K>69O M3S)+:U!T='9-=6LO-&18>D)&34IT3FQG5S1G;%0O04A9%9%5T=O M6&UN,V-D,UIY=$101V%Q-B]Q4&E$,T=+=F)V2R]M1T183DE3.55"2E8F(WA! M.RM#-6HO;&M58B]196]Y2UAY4BMF6#5Y6#-N2%61O+TLY:$E9-#0P M86=U<$5/.#AL3W$Q2#=S2&].*W!X4T$X:WA3-T96,&,F(WA!.VMK8VEY4G-5 M:U%H:V1347=91V])239%67$K=2\K8V-V>FEU9DYL:$HU8C$R6#%.93`V35!" M9$U2>75B6557%8R2W5X5C)+ M=7A6,DMU>%8R2W5X5C)+=7A6,DMV:369&3'-69&ER3!75FE2<"MO,TUA:VUV-W!5:FQJ1F9:E-P8FALC`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`X5EEX*UE0;B]4=DDR M:7)R5W`R3C=E5TAQ3$9.2EEP1DE9:2LF(WA!.WE'45-34E56:CA.4EAF-6I& M55(U2#@X840U,#AV>&$U;W-J3F%Y33!C:TUO5EIO<$4K,4A+<6QWCAU9GIH,$1Z+V0S:T]I861Q36-&:6]-.3=D4E%X=V-M3D911DIP M1TQ-050F(WA!.U1J,$7`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`X06UJ1D-,,#=Y+V]/;7ET3'`R;3)T;$LV.$AK M=#1)-&U+,7)1;$95:U8F(WA!.T=+;R]&5D,K%9,4#A!0E!K>B]Q=V%D+S!I468X04Y'2W9%9CA!;DLW M>2]O3VTF(WA!.V549$EL,#=48E=Y;&9547)Y5SA%8U1&9E%K3D-55E-255EP M1#%F>60U3SAO4RM53D1L;#!05#5*6DY0=%=D,G194WI-659*2DI7<$HF(WA! M.T]+1354>5HU4&ID6%11=%!2,$E:5U')&2F93;4M(67%W1#@K+SA!>550;50O:D(F(WA!.T@O>69J>%9+ M+W=$;D=8+WE51VQF.%IR=B]Q269&4SE4>%8R2W-*+TXS.'1R3'HW-51M,#5G ME!Y=#E7,'1N:C!W5&).>&E*16QQ,RM62%-Q9C5.4BMY355L M;68U-R]M<$@U1CAR=$8F(WA!.UI33"]!26DQ34Y&<'EB17A,4VHS1$1W4W9W M,39T-U9X46Q(+T%$:G8K5DUN;')2,CAZ83-'5SAY-GEN4#DW57E15S=N;45B M;'8V:V@F(WA!.V]Z,3,V1'AX5C=(:7)S5F%:;%)3>D5+<6ER361G04]P2GA6 M.#!E4S%B.#%V>CEV9DY%;SE4>3DU8DMT6D$W<5)#>%D8X55)R,C5(-%0W M131O96(O.$%/3$AN5UGE59S%$W1EA9<3=&6%EQ.$@O-7DK+S4F(WA!.U%J4G8K,FU0*V]E5$9)979E M4V8K54TP1"]T;E=N+TIH355*,6ER-&TO2E`X=2].=FY(.4TO=T-(+TU,-D0Y M4BMR9E=E1'I*-C-R97(F(WA!.W=R-DQ,6&@V8F1F2$9*96XO=T11=2\U%&PO.&Q"<%@O1V$W+W=#;V@X548V;FER5`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`U42\X-4-I M569U9DPF(WA!.U!M03%B*U)B93=F-'9L-D9W2RM0064K2U@Q2FEH,DMU>%8X M,2]W1'(U,RMF+U9J>%0P9E-M2TA9<3=&6%EQ-T989R\O041L.2]W06\F(WA! M.U)O,R]!1S!X+W="43AM2U$Y93AK+W=$2T=A0B\R>G)4+VMW;4M%-GA65&AT M8F%#=F]22D9Y<'DT2T9R5'!7;4MQ;4MU>%9B2DA(26@F(WA!.U-2439.,59G M0T0Y0GA6,%5555-"26M73D(P5E%&1R]S359867$W1EA9<3`V239&2%5-:D-J M2U)5164T3TMR66])658T47AR1VQA.%4F(WA!.T%55BM1>%9F:7)S5E4U518>4I(%$Y2'A6.&(O=T1/4%@O M:SE)=BMJ+SA!-4YV:6PY:UEO9&ER3&DP>E=W=&QD:"]H5E=K;S%V2V$K1&M#=C@F(WA!.W)%-'!,-UEX M43=&5T8O;78K6FUN9FPO-5IB534P1GAF>FMW-F):5G`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`X07EF9D9)6F8U9"\U>7$O3#-49DPK;6%D M4'`K&E24315'5=! M#-:;4\U3TM%,'A6.&(O.#0Y9BM4,&DO-E`X02]K M,BM+6#)2:6@R2W5X5C4F(WA!.R]W1&YN-38O=V8X06PW9C-C179P-FYF1#9J M<'1$4FA,341Y:T@O1TY!>F9/;4MV:U`X=E!.=FUJ>61Q#-.,4I# M,75K,#@F(WA!.T5K>4MR34,S1&=Y1&ME3DLT<$Q,9DYV-3-F;68U6]+=S9L85)3451$=$QB2#`S6#5Q06HF(WA!.V94:6M0<#=Y M2#5U6Y7;CEN:4U64BM+ M=FQ(+VY,+T%0-5104E`K,F-F*U0W-'!$,&IY>"]Z:FXK5D8O=T-7=$IV%=+1D%I M07-A:S`F(WA!.U92=6-64E=+=7A6,DMU>%8R2W5X5C)+=FY8+VY,,U,Y5'8X M02]#9C%',&UU=E0O4TAQ96A'.&Y(;#E7<'DT9S!R431P1#%F.&U92C%8R2W9G+U$W;GHW M-50X-51A.6]U;#-)=EEP3&A9;FMT2EI%-'EL;$\Q3CDF(WA!.VII;&Y(+TLO M9GHY+S9T+R]!2$Q:4#99<7EN.'-F>FDO3TQ84%!E:S96$]W*TTW3#A3:D9$-E!X5C@F(WA!.V\O.$%/4E8Q-6XX-2]M3&$K M6'1+,"LV;7-.35IB3S)K155N<%-89'=Y*W$O3VY'9U!&2R\U2GA32#!T-4\X M'!U9U=E.$"ME2T4T>%8X M;F8X-48K471A,%@X>&)F>E(U971:,EA5*TXT2DQ73C5$1&4R-TQY8C1195!, M-$A&97`F(WA!.W)I:U!P8GE6-6EB>D8U5C`S5UI)1W1P-W5&5W5B6C%:1VIM M2'=Y<'A90G1N0G!8<4XX54I8*V%0-6(V6#4K.'-385)D=#E8=31Z-C(F(WA! M.VY8=UAK65IG2U9P=%971WI$=SEW359F3$M79C4P9FLQ<71W,79(4&(R5$@Y M-TY':'5D3W5!;S)9;6Y%1VYJ>&-9<%1+-B\U>6$O3C#5N='9/ M=FUY-'5D36%'8C8Q2$4W=#EE=5I$=68F(WA!.U=*4$I%879X:'9I66)504YC M5DPV9'A1*UA0.$%N3$Q33E=V=D]':E!:5U9X9$EM;CA784=*-4%$-C=M:$MG M-'!#4F%D*V0O-38V9G`F(WA!.SER6578S."]F.$%Q,R\Y>3)4*VU+=F,O=T%J4$XO;2]W03%E57)V55!. M55!O86@F(WA!.T9F>5%$Y1GA6,DMU>%8O M+S)1/3T\+WAM<$=);6&UP.E1H=6UB M;F%I;',^"B`@("`@("`@(#QX;7!-33I$97)I=F5D1G)O;2!R9&8Z<&%R7!E/2)297-O=7)C92(^"B`@("`@("`@("`@(#QS=%)E9CII;G-T86YC94E$ M/GAM<"YI:60Z,68V-#&UP34TZ1&5R:79E9$9R;VT^"B`@("`@("`@(#QX;7!-33I);G-T86YC M94E$/GAM<"YI:60Z.38R93(U8S`M9&,Y,2TT,3@Y+3DP,C0M-#&UP34TZ1&]C=6UE M;G1)1#YX;7`N9&ED.CDV,F4R-6,P+61C.3$M-#$X.2TY,#(T+30W-S0U9&,V M83&UP34TZ1&]C=6UE;G1)1#X*("`@("`@("`@/'AM<$U-.DAI7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#I" M-3E&,C(P,C$T,C`V.#$Q.#`X,SDT-S7!E M/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^ M8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@ M("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S M='-C7!E/2)297-O M=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HQ9C8T-S@R-"UC-V1F+30R8S`M8CAA9BTQ930Q,6-A M868T9#0\+W-T179T.FEN&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/@H@("`@("`\+W)D M9CI$97-C&UP;65T83X*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@(`H\/WAP86-K970@96YD/2)W(C\^_^X`#D%D M;V)E`&2``````/_;`$,``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`__``!0(!A@%R@0! M$0`"$0`#$0`$$0#_Q`!T``$``@(#`0$!`0``````````"@L("04&!P0#`@$0 M`0``!@(!`@("#`L#"@4`"P`!`@,$!08'"`D1$A,*(10B%;:7M]=8>)@Y61HQ M(Q9VUA)>$-8FEKS4M@Y M:Y$U+CS$7$;:$DU:G:W^VY?$VUW6D^)+#X=*:>>,9I80AZQA"(&E/G'YHGPO M<)5+NQH=H&X4K7U.GG?'WRECL;&6I&M=XGGC4\U?23PIS1HRT\?><-/G0_&-M-2WL^0^&^W_%EY5]D:^0K:+QCNFKVT(P MLI)X37^N\LPV>K4DKUZT80EPT98T*'N]T*D\*,`-K_`/S"/AR['5[7'Z1WIX MGU3-7-2C;QPO-M+9^`;BG>UY(3T[&GDN9W5*>K&%.6> M:?[$!M\UG:=8W7!X_9M.V/`[;K>6HPN,5L.LY?'Y[!Y*WC&,(5\?EL5<75A> M48QA_P`ZG4FE_P#[@.>``````````````````````'SW=W:V%M7O+ZYM[*SM MJO6FDI4J-)O M+RW^)+/C]0N+S?;R%>2'_P"BU*>DV>?DMKB,\?;&%::E+)-_SXRPA&,`,2MH M\SO5G#5:EOK^L\N[A/+&'P[RQUS7\1BZL/2$8Q^+G-JLLK)&$8^D(1LOI](_ MP?1Z@>/7OG$T:G5EACNO^V7="-.$9ZE[O.'Q]66K[IX322T:&`RGK$#X_\`7'U7\G78/OCX[^AX#O.#\V_!=S/3EV3B/E?$4YHP MA4J86KJ.P1IPC2C&,827N>%.G;;IIVQ64GNC[?IK9/#V6D?I_@]0,VM%Y4 MXRY/LYLAQQR%I6^6=.26>M7U#9\+L,MM";V?8WSJRQGA":2K"2>2: M/I-"$?H`=]```````````````````````!A5V.\CW0GJ)/>VG9/M]U]XBSMA M1GN*VF;1R;K/]8E6A3C[:E2PXUQM]?[]E):7 MOFZ_#=QG6NJ&I;SSSSY-;31D]_$/!V:QU&XGEA/[Y;6OS9E.&Z-666>3VPG] MT*V-;XDWT1]D/L@'G?[\7Q7^SMY`_2.US\4`#N6J?.^]:KRK) M#>.BG.6NT8W7LJ5-4Y3T'63VPA-\7UC M[8`9S\1_.&>(;D2K;6^\5.S/`D\\U&E=7?)G#%ML.+MYYZM2K<+;CRQE M;FQHU?66$T;*G7GA"$?@P]?2`&Y'KEY;O&?VSND7V M^8_1>1LC[HS0C]2XVY#_`)*;[=?#C#TG]F.C\.,TON]/?+Z@;$@````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````!_,\\M.6:>>:62226,\\\\82 MRR2RPC&::::,80EEEA#UC&/T0@`CG>1?YGGQM]#*V=T74=MNNWO/&*EN[6/& MO`>5Q&1T_`YJWA-+)C^0N9ZT]WIFN2RW-.>A=4<3)L68L*\GMKXZ3U]0$)[N MY\UOY3.UU;+8#BG=,#TQXPO)JE&UUW@*A7DY%K6$WTTOMYS7L$+O6HSS1 M_P"DZ[)K-.>2$L)J$8PC-,!'-W[D7D'E;:,CO'*.][ER3NN8FDGR^X;]L^;W M':,I/3E]M.;([!L5]DX7:GJ-L4F MT]8^PW,'!>8^N4[Z[CQKONPZQB\S6IPHR^S9,!87U/`;19U)+>G+4M\C:W5O M5EDEEGDFA"$`$JOHK\YAV_XFN,1J?>GBG4>U&DTY:%I>D0)P_C]\P/0+R88.WN.L/. M.'O>0),?'(9W@G?84-'YRUFG2H_'O8WFA9*[JU-AQ^,IQE^L93`7&9PU.::$ MGUR,_P!B`V;`````````````````,>^=^T_!76[$_;'EC?<7A+ZM;S7&,U6S MFCEMRS,/B5I(?2`TA\[^:/D+.U;W# M]?-&QNB8F/Q*-#<-WI6^R;=5E]T_PKRRP-&I-J^$K>WV^M*XCF)/HC]/T_0! MJ9Y0YYYFYIO9[[E3DW2@```````Y#%9;*X._MLKA,GD,/E+.I"M9Y+%7MSC[^TJR_\` M-JVUY:5*-Q0J0_Y)I9H1`;!^%?*/VRXBJV=IEMQII:[9"[C)"'MFNKN[HRS0A&-*;UFA$#=-UY\K_7'F.:PP>]W%?A M'<[N-*A"TW"[I7.F7=W/++[I+#>J-&UL+2E"?U^RRE'&RQ^B$L9IHP@`V?4* M]"ZH4;FVK4KBVN*5.O;W%"I)5H5Z%62%2E6HU:<9J=6E5IS0FEFEC&$T(^L` M'Z@```````````````\ZY8Y?XJX'T'8.4^:N1M)XHXVU6U^N;'O7(6RXC4M6 MP]"::%.E]=S6;N[*QI5KFM-"G1I>^-6O5FEITY9IYI98@0^._OSEG5SB*KF- M&Z#\49CM%N5M];LZ?+/(G/Q+P/5FX6X\IXRO M5GJQP>1M]+K66T;IB:<\_P!C+L>4S-6/ME]U2;V2>@&G:M6JW%6K7KU:E>O7 MJ3UJU:M/-4JUJM2:,]2K5J3QFGJ5*D\T8S31C&,8Q]8@/S```````!LWZ@>9 M+R8=&*F.M.N_;GE3!Z?C:DL:7%^YY6ERCQ1\#TA3N+:UX[Y&M]FUG!_7*,(2 M5+C&4+&\A"66,E:2>22:4"8'T&^=*T79+C"Z/Y&^`9N.;VM+&VN>>>NM++;% MI4M?W_Q%SLW#FP7^3W3`V,EM+_'W.)S&?K5;B,/AX^E3C'X8$S_K=VJZX]P. M.+#EOK%S1Q_S;Q[D/A2?R@T//VN6^U=Y5I0K_:C9<5ZTLWJ>P4:4T(UL=E+: MSOZ'\%2C+$![^``````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````UQ^1[R MJ=.O%OQ5_6/V=Y!EMMAS-K=S<<<,ZC+:9SE_E._M99X36VHZK4O+.6WQ-"K) M[+K,Y*O886RGC+3K74M:K1I50*RWRK?,;=Z?)?=;)Q[B]AO.L_5/)5+BSM^` M^+L[=T;O;L-&I?P68Q]>2 MYL,KALQC*]KD<9DK&YIRU*->A4DJTIY832S0C"$0$T/Q*_-W-.,MUBLUBKJ6:WOL?>4Z%_C[JG/0N:-*M3GIR@>N@```````````X/9=FU MW3<#E=IVS-XO6];P5G5R&8SF:O;?'8O&V5'T^)<7E[=3TZ%"G",80AZQ^RFC M"$/6,80`1^^W7F`R^5J970^J]"IA<5+-6LKSE[-64D>NKEU9XW`9J.Y<<25Y9K[C3;;FYN\)"A-&$*\=QDC&,DU MK&-K&K&$]:WK^GMB!)QZM]SN&.V&!GNM$RTV)W''6LEQLG'.?J4+;:<+#UEI MU+NWI23QHY[!PK3RPEOK2,].7WR2UI:-6;X4`,M`````````````$9SS$?,O M]5/&W'9N%>%I,+VA[AV$MYC+O0L%F?7C#B#,R23T)9N9=QQ-6>>;-8Z[^FIJ M^*GFRTWPIZ5Y7Q7OHUIP*UGO=Y+.YODBY&JM?A4JQG^U^8LKVS^+Z5(4_B2RS0`L5/#]\V%P+VTKZQP-W[H:GUC[# M9"I98;7^5+.O7QW7CE/*5ZTMM:T+N^R]Y>W7#NT7L:DD/@Y2ZN,'7/X6A+Z:]V#;MHNY:]S/+":>- MIBL58V].WQ6O:[B:4_PK'&6%"VQ]C0A"E;T:=.6$L`/$0``````````````` M``!M/\6?EZ[9>)[EN.[\$[#_`"CXPV?(6-3EWK]ME_>S<;+2QDC3Q^P6-/ZY:_13K275I&K:50+:+QL^2[K-Y2.O>/Y\ZY;!<2S6 M5Q1PG)G%^R3V-MR+Q'N$]&>M'7-RQ-E=7=&%O?T:4]?&9*WGJ6.4M81GHSPJ M4[BC0`V#@````````/'.=.>>-.NG'^2Y'Y1SLF'PEG'ZM86=&3ZSFMCS-2E5 MJ6>`U[&RS2U,AE;WX4?2'K)1HTY9JM>I2HTZE24")MV_[P\J]MMDGAF;BMJO M&.+O)ZVJ\:8N]K3XNU]D]26WR^QUI848;'LWP)_;&YJ22TK>$9I;:E1A/4^( M!A6``````````````````.Q:GMVSZ'L>(V_3,]E-9V?`WE._P^$TL8PB!)WZ$>2K`]A),=Q7S'<8K5.: M:=*E;8G*0C;XS7.38R^RC)]JZ4U22CC-QJS1]:N.DA"ETL[2WI35*M6I-+)3DEC--&$(1B`KQO/9\TKG=YO-UZ<^,/>;K7M#MJV0UG ME;M_JE]/;Y[>X1H1M,GK/7[,6TTESKFHTZM2K2K[9;QDR&3GIPFQ-6WLX2WE M^!!0K5JMQ5JUZ]6I7KUZD]:M6K3S5*M:K4FC/4JU:D\9IZE2I/-&,TT8QC&, M?6(#\P`````````````````!+>\$?S,O*?1;(Z=U;[KYS9.7^FE2ICM5M,WKFRX#*T);FPRN(REC4JVU MW:W%*;^&6;UEFA&6:$)H1A`#NP`````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` MC*?,->>O`>+KC>3@7K]?8':>\W*VNU+S`6MW)0RV'X`TG)RW-I0Y5W#%U:5> MQRFS7U:C4EUO"7/\57K4YKZ]DGLJ,EKD`*IS>=YW+DW;RU_5KWN1R61O:\]2K5J3S3SSS1C&(#JH` M```````````````````#-CQ_]^NPGC=[*:9V6Z[;/<8G8,#<46MQL7'.]8V7WTR-SC[RG1O;2>E=V]&K(!<1^-?R,\ M!>4#J_J?9;@?(36=.^FFP/)'&N6R%A=[EQ%R)84J_#I4\IBZ]"[DDI_%FI4P,_0`````!Y-S=S3H?7[C;8>4>1`PUK#[*ZRN5N)?93E^B2G+[JM2:2E3J3R@0\>T_:?D;M=R M-<;ON]Q&QPUC&XL])TFSN*M7":=A*M66:%K:PFEI0OPI23WU]/)+5NZLL M/HIT:=&C2`QF`````````````````````?M;W%Q9W%"[M*]:UNK6M2N+:YMZ ML]"XM[BA/+5HUZ%:E-+4HUJ-26$TLTL832S0A&$?4!)Z\:WD%EYSQMGPCS)F M*<.9,+9S_P`F-BO(TZ$.2L%86\D9I+BM-4A+6WC%T9)Y[B6$LLU];2?6)835 M)+F,`-P```````_F>>6G+-//-+)))+&>>>>,)99)981C----&,(2RRPAZQC' MZ(0`5J'S*_S#&1[.[%N70#I!O5:UZR:[=7>M\_\`+VLW-2VK=@=GQM]<6N5T M/4LQ;5O=7X-PU:WEDN;JC&23:[N6>$L9\13I3Y$"%P`````````````````` M````),GR^?GPW?QAAG(^Q33;+B9Z=]F\OU]V7,U8PK]JZ[.XWA&-;XME5K26=]=PG`N0N'^7>-^?>+./^:^']MQ M>]<7\HZGA=WT7;L-/4FQ^=US/V5*_P`=>24Z].C=V=Q\*K[*]M<4Z5S:5Y)Z M-:G3JTYY)0/1P```I4GFC"6626,8_1`!#^[[]QLQVQY5K5,57N['B/2;F]QO M'6"J1J4?KE*,\*5YN.7MHS>V.9V#X,)I)9H?]$M(4Z,/LX5:E4#!```````` M````````````````'*X+.9C6,UB=CU[)WN%SV"R-GE\-E\;<5+6_QF3Q]Q3N MK*^L[FE-+4H7-K<4I9Y)I8PC":`"8'T)[@8SMGQ)2O\`*U;.RY7TJ6SP_)&$ MH?"HRW%U/1C#'[?C+2GZ?#PNS2T*DT)(2PA;7=*O0A",DE.>H!G0`````A*_ M-<>;:]Z_ZAE/&AU>W";'\T-XMQE[9U))\ M=N7*F"N85\G&,T*MGK-Q)+"6,V4IU:`%;B`````````````````````````G M$_*@>;.\XIWC6_%[V;VVI5XLY'SE6UZE[CGKZ$:7'G).=NZUW6X6N;NZGA"E MJ?)F7N)ZF"D]W_1=DKQM9)9X9.7ZN!8W@``````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``#B\WF\/K6%R^Q[%EE;66 M/Q]E0GK5JU2:6G3IR1FFC"$(Q`4VGG0\I6R>5+O#N/*&-R.2H]>.+ZV5XUZQ MZG=0N;2E8<+/F[9:E33]]J9_?.IN4S M%]"%#6-[MJ%WG^1.'[6>XA-"EB]ZQ]&OGL51A4HT:&7L[^G)+5N,K3A*!8C@ M```T3>87MC4P6'L.K>D9.>CE=BMK/8>6+NSJ325;379II;G7=/FK4YO=+/GJ MU.%[>T_L9OJE*WDC&:E=5)0$=@``````````````````````````9(=4>Q6Q M=7^:M6Y0PL;BZQ=O6AB-UP%&K"G)LNF9&M1AFL5-[X1IPNJE*\ MMZ4\?66$TL0)J.J[1@-WUK`;AJN3MLUK6SXC'YW!9:SFC-;9#%92VIWEE=4O M="6>6%6A5A&,LT(3R1]99H0FA&`#GP`!K;\LOD1T;Q@=(>5NTFTRXW+;;CK6 MGIG">CY&M4I2:E/)5I83&7D].,:LLD MLP%+;RSRMR%SIR=O_,O+&T9+=N3.4-NSV];UMF7GDFR&>V?96=U;STZ]M=6U>G+/3J M232SR3RPC",(P`7`/R\7E:D\HO1S$Y#D+,6]SVEZ[U,+Q;V'M9IJ%.]V>Z^U MM2;1N99;2W]M.C9\IX?&UY[KVR4*>U[-6,\T)I9;K&9:PI5I/6$9?=)#UA&'T`+MOQH]VM4\B/1_K[VXU: MG9V%QRAI='^7.MV=6-233N4=9N[G5^3-3A)4J5+NG9XC<\1>0L)Z\)*MUC)[ M:Y]OLKR1B!G6`\YY=Y-U[AGC'>.4]JGFA@M&UW(9Z[HTYH25[^K;4O;88FTF MFA-)"^S.1J4K2A[OL?C5I?7TAZQ`0?>2^0MDY8Y`W#DG;[KZYLF[;!DMARM6 M6,_P:=?(7$]:2SLY)YIXT,?CZ$9+>VI0C[:5"E))#Z)8`.C@```````````` M```````````````D@^&KLA'9](V;K=LE]&IF-`A<;=H,:]2,:ESI>5OY)<]B M:7NCZQAKVQWTM>6$8QFC2R?MEA"2C]`&[\``56OS9GD>O>VG?RZZK:)L7UW@ MKI-]3>H$5$```````````````````````````&ZWP#>1N_\;?D:XCY#SV=K8W@? MEZ^L^#^Q-C6O?JV&I2:6>2>6$\D\D832SRS0A&6:6:$8PFEFA'UA&'T1@`_H` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````%,]Y]^[]SWT\I'9/D_'9FIEN,N.=DJ<`\+ M22UHUL?0XWXBN[[7Y_)4]X*^#Y$[*>/?;,O[<+O.'D[*\.6=S4DIT M:&Y:S+A=+Y;PUE-4K?$N,ALNJ5<#D*5"23VTZ&O7E6,?6:/J!8=@-%_FJYQG MP^G<<]?<1=_#N]PO)^0MRI4YXRU?Y.8&O6QNK6->2,L9:MGE]B^M7'T1A-)6 MQ$G_`"1C"($<\````````````````````````````!D'U6YIN^OO8#C'E6C5 MJR8[7MCMJ&S4*49X_7=/S,L^&VJUC2EC[:]6.#OJU2A":$T)+FG3G]/=)`!- MVM;FWO;:WO+.O2N;2[H4KFUN:$\M6A<6]>G+5H5Z-22,9*E*K2GA-+-",81A M'U@`P=\F/W$T]>\R&2O[FI6K59YHSU*D\9HQC&,0'#@``` M`````````````````````````+B;Y*?@':=BRE3*8#>D` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````-D_C3[D=C\;DOM3M>E<+[#A>.LC M+5FIU++E3D>I:\9\77U.6G_'5_M;OVWXZYGIR1DFFI49_LZUEUTG\C/3_LG#)S8G`Z%S5JMER!=P MFEEECQ3O->IH'+%&:%2:2C--4XYVC)_#^)'V25H23^L(RPC`"[O`0TO(7RI/ MRYV\YCS=.O&MB=:V&;CO`R0J?%H4L=H4D-@#"P``````````````````````````````3'_'+RK-RWU`XDRMW3XDL:N+V' M;>0J][1DA)/+&ZUV$\T9(TY(3@5Q8``````````````````````````````F MX_)2=KJNG=H.T/3?.96I3P7-O%>)YFTBQNJDTUI)O_#V8IX3/V&*I0GC\'*; M+H^^3W=Q-[/;5M];EA-/+-3IRU`+(<`````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````0Z?G M2>=JVB^/+@?@K'7$UO?\]=EL=E@7::'+ M7B@ZQ=L,K>QRV5N>F6F[YNMY,Z=OR+\6K4A+&:2&YZWD)8SQ]/ M=+#W?\H")A?7MWDKV\R-_7J75]D+JXO;VZK1]U6YN[JK/7N*]6;Z/=4K5JD9 MIH_\L8@/E``````````````````````````````$B#P?[W/<:KSOQC7K>DF( MV#5-[QEO&:/\9/L6.O\`7\Y6DD]?2'P8:OCI9H^D(Q^)+_#Z?0!!;^;CYYNN M7O,3OV@RW\MWANM7#/#7#F,I6U:6I8TKO,ZY/S;G:D(4IYJ$V2DRO+D]I=3^ MGQ99K.6A/_\`(EEE`C%@`````````````````````````````#;GX&>=J_77 MR_\`07?Y+VG8V>:Y[U[A_-5KFI)2L)<'S_9Y'@[)ULC-6GDMY+.QM^08W4:E M2/LMYZ$M;UA&G":`%T*````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````*YSYX#D2KD^P_0S MB:-7UH:5PQS!R)3H?#FA\.KRAO&K:U6J_&C2A)/\:3B&G#VPGFC)[/6,LONA M&8"#4```````````````````````````````"SJ\*G-%WD?E@*5&XO*M2XXU MR'-_"_UFK6GN*\;3<>P%Y?V=G4GA4O:TM*WQG*].UI232T9:5O)))"$M.66I M$#`T```````````````````````````````&WOPN['-B^T&X8">M"6VVCA[/ MTY*,:LLGQ=L,_80EKS4;F6A-&ZQ\GI/&G4A+'Z?;-Z>D0+ M[3&9*RS.-Q^7QEQ+=XW*V-IDL?=22SR27-E?4*=U:7$LE662I++6H599H0FE MA-"$?IA"(#[@```````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````%7E\Z-GJ.5\JG#V*H5+KTUCH MUQ7C+RC6]9;>7(WO-G8O.SUK26%2>6:6KCD?2'I_!&("MJ[A9"]RW;?M+EY;K3UXRN2N*EYD,GP9Q+D+^[K1A&K=7MYH.OW- MU<58PA"$:E>O4FFF](0^F(#W,``````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````!5U?.A82WQ7 ME;XFOZ-6M4J;+T9XES=W)5]GLH7%#FGL9KDM*W]DDLWP8VNOTIX^Z,TWQ)YO MI]/2$`(C@```````````````````````````````)\_@@UNO;?+H=G,I?4I8 MT\AY$\OLF&GI58S1EH2<>]6]0JU;B23TA)-]9LKN2$DWK#TC+-_#&`#D0``` M````````````````````````````;)_$Q;5Z_=?0JM*G&>G9:QR%D/6/K-_\`N]8@*VCM[:75AVR[06-];7%E?678 MCFNTO+.[HU+:ZM+JVY*V6C<6US;UI9*U"XH5I(R3R3PA-+-",(PA&`#'<``` M````````````````````````````%\#U:M+JPZR=<[&^MKBROK+@CB*TO+.[ MHU+:ZM+JVX_UZC<6US;UI9*U"XH5I(R3R3PA-+-",(PA&`#W<``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````!7(?.^59Z=2%EN?!G*7'UO5C-4C2GNN,M^P^Q MWE.22-M+1EJ4Z/+=",T9:T\T83R^Z22$)9J@$'8````````````````````` M``````````%FKX3^'*V/^5_N+SZC]7KR9>SPUA";W3 MTY?;&ZO9/7UFEAZ?\L`%]YA\38X'$8K!XRG-1QN&QMCBM7/MC93760X.[)5=2R-:2,8?:W3^:=&S$F4OJGK-"2-&?;>.+/ M#_UAZJY.QHX_-W'2O6=8V^PDDIT*-GO?)_'-3.;[1A-++2EF^#NFW7W\=-"6 M>I&'Q)H0FFB`BFW%O7M+BO:75&I;W-K6JV]Q0K21IU:%>C/-3K4:LDT(325* M=26,LT(_3",`'X@`````````````````````````````"0IX/=%J4L+SUR97 MI^M*_P`II^BXJM[)8>RIB+3*;!GZ?OCZS3?$ES>,CZ0]L(>WZ?=ZP]H$%/YM M3@NXXA\R7*>Y0M9K;$]C.)>&.:,3[9)X6\T]IJ;C2GFEA+&M7V'B2ZN* MLL(S1A/<>OT0FA`!&?``````````````````````````````&UOP:<'5^P_E MTZ`<I=6]GV+TWE++V\D)(R5]?X)C=\W[#;7/Q)9I86=WA>/*]&K_``31 MIU(PDC">,L0%TZ`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````-7OFDZKU>YOBX[H\"XW% M5,SMF6X;S.\\>8ZUH35LC?\`)7$-W8\L:%BL9&G&6O1O-@V?2[;&QC)'[.C> M3TYX34YYY)@*4D``````````````````````````````9R^,WJW>=U>_W4CK M!0L9LAC.5^;M-QNYT9*AQC@KW^5W+&2EH2^GQYL/QGK^6NX4XS22SQH> MV:>26,9Y0+Q&226G++))++)))+"2222$)99)980A++++"$(2RRPAZ0A#Z(0` M0PN^_%E3B'MMS3K,EO&ABLKM=SO&O^VG-3MIL-OV,GQ)]SJR7>!GFEFDDGEJ2:=;XV2>$WK'WR1](^GI" M`$4GYVOJU=9_A[IWW)P>,FJ?U<;MN/`'(-];T9:M7[3\D8RANW'=S?32S?%M M\;ALUHV;H0J1EC2^LYFG)--+//3A.!78@``````````````````````````` M``":7\E?U5K;]W)[&=N>';/CC5;ZO3]E&ER5S?EX^M[CJTT\L;B MZQ''NCYFUN9))9X4J>:I1J1EC/2]X%E:```````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````" MEL\X/2.MT!\FW9W@K'XF;%<:W4GFEEC-=X6M&'K+Z33`:F@````````````````````````````$Y'Y M*_I#7W#G'L3W_P!IQ=2;6^'=;AU]XGNZ]*2:TO.2^0;?';'R/E+&K"6-6EE- M*X\H8^RGA&:$D]MMT?HFC"$9`+&UHRQ]M&VLLE')6\]2:$?=4OJ$GK#[&$0(]```````````` M`````````````````#V_K;P]?\^W[/9VV8N*/K\2PUBPA4RN MU9*G&$(P^+C]OJ`G"X['V6)Q]CBL9:T;''8RSML?C[ M*WDA3M[2RLJ,EM:6M"G#Z)*-O0IRR2PA_!+"$`&OWRO=,:'D`\>G:/JM1M[. MKM?(7&][D.,:][&C2I6/+NC7=GO7%U:>^JPC-C;.ZW;7;*TO:\D83?:^YN)( M^Z6>:68"DAR..R&(R%]B6-]9W,E* MXM+RTN*4U.K2J2RSTYY8RS0A&$8`/C`````````````````````````````6 M^_RSG2&YZ4>*+A23:,3]JN4.S%Q==HN1*-Q;1HY&RDY+Q>'I<;8*[C7I4K^V MJ8GB;#82>YLJT)8V64N;V3VPFFGC,!(!```````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````! M#G^<'\<57L)U%T[O;QSA:EYR=T^J5L1R71L:,U6\V#KMNF5MI,A?U*=.%6O< MU.*]WKV^2DEDEDIV^)RF7N:TWMHR^@%8^``````````````````````````` M#L&IZILF][5K.CZ=AZW$^R%W3ITZN1Q]GG;^;&8NK6]:LN&Q]G2C'TI0A`#8L`\HYSXE MP/.O$>_<2[)&%/&;OKUWBI;SX4M:IB=+V'CGRFN9RSF]9I:.1Q%Y5LKGX-2,LD M*]K5GI>^C5EA[*M*:6>7UEFA$!U4```````````````````````````$B+PQ M]<)\5@=L[,[)93276RRW>B<\``*G?YJ;QSWO3#R,[+SEIFN38_@7NK-E.9-6O+"SJT\/@^7 M8U[>3G'3*EQ'UI2Y*ZVJ\DV>226$E*6TV.G1I0C]6J>T",>````````````` M``````````````#;GX/O'CD_)9Y$N%."[[$7%]P_JV4I$9:E*I-+'Z(@*8;S+^,W=/ M%AW>Y$X!O[;,9#B'/W%SR!URWO)4_B2[EP]G;Z]C6L]BWNVH59O;>X?B/"W_P`* MUJS4IJ,^PY"G5H5(7.)JRR@628```(__`)B.I]2:;']J=(QDU26$N/UKE^VL MZ7K&G++"E8:KNU:623_Y?_R\5>U(S?1'ZEZ2^D:L\`(_X``````````````` M```````````]WZU\#;/V3YDU#B?6(5:$RW.PYJ6A-7H:SJ=C/3J[!L-U+ M"$*?I8VM2O6GFJ3QC--&,0.U@`#5/YFO&QK M/E)Z)\F]=J]/&V'*V(EEY)Z\[??^RC+JO,NJV=['7Z5U>S4ZL;37=SL+NZP& M6F]E3X>/R=2O))&O0H32`4Q.]:/M_&6Z[=QQR#KF6T_?-!V;.Z9NFIYZTJ6& M;UG:M9R=SAL_@6G3EFGGGFEDDDDEC-///-&$LLLLLL(QFFFC'TA"'TQB`M MQ?EJ_%#5\:_2*VW'E76ZF([6]J:>O\C\R6V3H34LQQ_JUM9W-3C'ARM1JR4I M\?>:GBLO<7^8HS20KR9[*75O4GJTK.V]@$C$```````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````:8_.+XF-,\LW3[+<;6T,3K_8OBV;*;UUHY#R$DE*CB-UC94Z>4T78[ MZ2G-=TM!Y-LK.E8Y+V1FA:7=*RR/PZ\]A)0J`4[O)W&6_P#"_(F[<2\JZEFM M#Y)XYV;,:=O&F[%:366:UO9<#>U,9I85K6ZHS0A/)-/2J2^D\DTT MDTLT0.B@```````````````````````V6^*'QG\N^5'MQIO73CBG?8/3K::A MM7-_*RWIW%:D M!.`>*NK'"'&'7?A'5[73N*N(=1QFF:9@+7VS36^-QU.:-:^R-U"22ID\ M]F\A5K7V2O:OK7OLA*R=M4L[ZRN9(1EC&E<6U6:6/I&$T/7UA&$?2("'-W>ZD;#U M+Y,M+G(9+)7= MM88^PLZ-2YO+Z^O*TEO:6EI;T99ZMQI+)3DEA&:>::$(0C&("7/X[NFM MMU6XL^VFU6MO5YDY#M[/([O=0^%7CKEA++"MC-&L+FG&:2:CBHSQJ7M2G&,M MQ?SS^D]2E2H1@!L.`````0-OFS/"=>[E:9ORH=8-4FNMAP&)LJ/PUI:XO"<_P")Q]M)/-4NM6Q-M2L-JEI2QA'&4;?)QDDA:Y*XJ`5Z```` M`````````````````````"97\JMX3K_L_P`NX'R+]DM4K4^N'!FU2WG`VL9R MS]EIS=S9K=W[[;:(VUQ)[\AQSQ!EZ$MQ/4A"6WR>R4J-K">M2L,G;3`69H`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````")G\R#\O\`T/(9J=YV_P"IFNXO']U^ M/M?DH;7J=O&CC+;LWHV!LYI;#`7%>>I0Q]MRYK%G2^%@\A7]D,E:2RXN[JPI MT["K9`5<^

:UG-9C6]DP^4U[8M>RF0P>?P&MZ7K=&XMY-@Y`WO+VMK>?R?T? M4K.XA<7]W&G4G]/91H4Z]U6H6]4"X:\3WBVX-\3_`%=PO`O%4*>S[QFZEKLO M.?,U]C:6/V3E[D'X-6G/E+JWEK74<-J>NT+B>RP.(DJU*6.L81FGGKWMQ>WE MT!LZ``````'A?8KKYH/9CB_-\8\@6?NM+Z7ZW@\[;4JG4EQNPX:K M4]/9=6DU2,M2G&,*=S;SU*%3UIU)H`(=?8OKIR/UCY'R7'/(V-^%<4O?=Z_L M%I)5FP.W8&:K/3M<[@KJI)+\6WJ^WVU:4WI6M:T)J5666>4!X.`````````` M```````````_V$(S1A++",TTT80EEA",8QC&/I"$(0^F,8Q`22O&3X]I^-Z& M)[$CR%>4/K7'>CY:UI>[26M>2I0N;6YH5)I*E.>6:2>2:,(PC"("KK^8_^7YS?0K=]@[D]1M/R&6Z M3;WF(W^[:IAZ,UY<=7MVV#*58?:6O9VU"%2CPGG+VZI4L#D(^Z3%7-2&*NYI M(QQ]:^`B2@`````````````````````"0/X'?!MR=Y8N:;?<-ZL-@T?I'Q=L M%"3F3E"WFFQ5_NV4MJ5*_EX?XKO;BTN:.0W#*4:U&;*7LDD]OK^-K?'K3?6J M]A;70%MOQEQEQ]PQQ[IG$_%.GX'0.-N/-=QFIZ3I>L6%'&8'6]=PUM):8[%X MVRHPA+3HT*-.'K-&,U2I/&,\\TT\TTT0.]`````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````"*%Y\OENM&\BE'9.U74JVU_C3NW:X^2YV7!W-6TP?'_92VQ%A<26 M^/V:O&2C9ZQRQ4ITZ%O8;%5GEM+NG2DMPX'*6L8>^WO;"\ITZGPZU.:6K0K2>ZC<4)Y*M M*>>G/)/$#SL``````````````````;`?'5XS>U_E`YMM^%^L.C39.GC9L=>< MD0M)KF%O7C8XRUI767RD;>M"SM:WP:T: M8%M7XI/$IUI\3/`\O%G#%C-M?(^U2V62YIYYV/&V5OO?*FQ6U.;X4E7ZO&O# M6]%P4]6I)AL#;UJEO84IYZE6I=7U>[O+@#:8`````````Q^[(=:>,>T7'USH M7).+C4^#&O=ZQLUA"2EL.GYJK0C1DRN%NYI8P])H0EA<6U6$]M=22PEJR1C+ M)-*!$H[3]0N5^IVX1P.\X^;)ZODKBO#3^0L7:UX:UM%K)-4FDIRU)HU88G/4 MJ$GNN<=6J1K4?^=+&K1C)6G`Q7``````````````````')8?#9?86^/Q6(Q-G<9#)Y*_NJDM&VLK&QM*=6YN[JXJS0EDIR2S3331](0`2 M3.@/C$L>*)\1S)V&QV/S/),LLUK^QZ_FK*MCLQ@\YA\C1N,?E,3E,?<5*%Q;UZ<]*M2GFDGEC+ M&,`%:UYZ?E@]XZLW^Y]N?'GJ^#.(NM/$VB\%<#Z#K_&'$O&N M#H:[I>D:S;U*&+P^-H3U*U2::K_P"APO*T9J^$R48R M0DJ59K*O8752%U(!6+>4'P3=[?%IF\GF>4='FY1Z]39*:VUKLQQ999#+\=W5 MO<7$\F+M=[LHTI\UQ7LUS1C3A/9Y>26RJW,TU*POK^6G-5`:8@`````````` M```!^UO;W%Y<4+2TH5KJZNJU*WMK:WI3U[BXN*\\M*C0H4:4LU2M6K5)H2RR MRPC---&$(0]0$MKQ)_*B=I>X-QK7,O=V79NH_7"M-8Y:TTS)8N6T[%\IXR>? MXGU7%:IEZ49>)L+=T9(^N3V"WFR'MFIS6V*KTJL+JD!9%]5>I'73I+PWKG`? M5_BO6>).,-:E^+0PFOV]2:]S66J6]M:WNS[=L%]4NL_N.W92E9TH764R=S=7 MU>6E)+-4C)3DEE`R-```````````!T_?>/\`2N4=4R^C\A:SB=NU/.V\;;)X M3,VTMS:5Y?7W4J]*/K+7L[ZTJPA4M[FA/3N+>K++4I3R3RRS0`CH=N/$;OO' M];*;OUN^V/).E>^M>5^/Z\9:W(.N49HU*L]##^V%.3=L=;PA"6G+2A)E/2:6 M3X-S-">M$#3/>6=YCKNYL,A:7-C?65>K:WEE>4*MK=VES0GC3K6]S;5Y9*U" MO1J2QEFDFEA-+-#TC#U`?,``````````````,I^MO3?G7M)EZ=OQSJU6WU:C M=PMLUR'L,M?%Z5AHR^V->G-E)J-2IE\C1EGEC&RL*=U=2^^6:>22G&,\`).W M47H5P]U-L),IB:,=TY2N[2-OF.2L[9T9+^E3K21DNO4DA))(!G&`````````````B0^8WY5OKWW8K;5S]THJZKU@[0 MY":_S>=T^7'QQO`',N:K_%N;FOG,-A+*M<<9;EEKR;WU>\Q] M6XKSWL@%<7VXZ4=INB7*=[PYVNX7W+AW=Z$UW4QE/8K&6KKNW8VSKRV]7/:% MN&-J7NJ[UKOQIY9?KV*O+NWEJ1^'/-+4A-)`#%D``````````````>O<%\`\ MU]F^3->X;Z^<7;MS#RAM5::E@])T'`WVP9NYI4HR?6\A<4;.E/3QF%QE.?XM MY?W4]&RLJ$(U:]6G3EFF@!8'>'[Y171.)Z^L<_>42.O\K\AVE2RS.O=4M?OZ M.9XEU.\H5I;JWCS!L=I-&VY6RE">22%7"V4T-:A&6I3N*V8MZOMD`F_8S&8W M"8W'X;#8^QQ&'Q%C:8S%8K&6EO88W&8VPMZ=K8X_'V-K3I6ME8V5K2EITJ5. M66G3IRPEEA"$(0`?<``````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````#C6]2:G M5I59)Z=22:,LT(PC&`"*]Y%_E*^@G;:MGN0>L%Q==(>9,A+=WL;/0,+1S_`. MP96I[JLOVUXAK7N,AITM>>22C+-J]_BK&UDFFJS8ZZJ?1,!"A[M?+:^5_I/5 MS.9R'7^\[$\7XOWUI.4^L%2^Y7QTUC)-+-4NLKH5IC;#ES7J=C;U)9[NO=Z_ M)CJ$(3QENJM.G/4@!HDR&.R&(OKO%Y6QO,9DL?<5;2_QV0MJUE?65U0GC3KV MUW:7,E.XMKBC4EC+/)/++-+&'I&'J`^,```````'HW%G#W+7.6WX_C[A7C#D M+EW>\K-++C-+XRTS8M[VJ_C-4DHPC:8#5\=E,K7E^+5EEC&6E&$(S0]8@)/7 M1CY0SR-=D*V&V?L[?:CTHXQOI;>[K4MSJVG(G-5[CZT+:M3FQW%NI9FGC,)6 MJT*E22I2V#.X>_M*LD(3V<\(^@"^(&Z(` M```````````````!B7V+Z2]>^SMO7N.0].IV.WQMX4+3D35)J."W6TA3D^'; MPN,C);U[3/6]M)]C3H9.A>4:4(Q^'+)-'W`-&?._AUYXT2K>Y;AO,X?F/6Y/ MB5J.+FJ6VJ;W;4H33S_"J8W)W/VARWP:/I#XEO?25Z\\(^VUD^B$0-66\<<[ M_P`9YB?`^G/ M+-",LT81A&('3````````?U))/4GEITY9IYYYI9))))8S3SSS1A++++++",9 MIIHQ](0A],8@,UN%?'IVNYQJ6ES@N,LEJ.MW7PI_Y7\CRUM,P<+:M+&:E=VE MOD;>.PYNUJ0E^BIC[&[D_@]8PA&$0&Z7KSX>N%..YK#8.:\S=\R[/0C2N(X* M6E6U[CVSN)999_A5,;0N)\SLD+>O"/I/=7-&UN)(>E2S](QE`;<\5B<5@<;9 M8;!XS'X;$8VWIVF.Q6*LK;'8VPM:4/;2MK*QLZ=&UM;>E+]$LE.6666'\$`' M(````````````````\&['=7NO/;SC+*\-]FN']%YJXUS$T*UQJ^]86AE*%E? MR4JE&AFL!D(?!S&K[%9TZT\+?)8VXM+^V]T8TJTD8Q`0KO(!\EOJ&=K9C>_& M]SS-HUU4EN+R3@#L5<9'.ZM&M_&5H66F\R8''WNTX2UITZ1+H?O=WN[ ME:6*ZI]8.8.::4UY-C[G9=7U.\H0,]#.N=U:[!O%>:/I-2L-GY=V/$7& MGZ[4HU)(PN:&(Q6?DKTI_2C?T)X>Z`$WCIKT#Z@>/[CV;C3J1P5I?$&"O:=E M#8\MB+2MDMWW>ZQ\E66TR&^;_FZ^2W'J_!?-=]4MX6M+9-YXZUS);M84):-.WEIX??)+&ANF#]M"E))"-G?T)H M222P]?2$/0#1GSA\H7X?>5[B]O=%UOGWKE=74M6I2H<08Q%"\GGC5A6^ MUO-N#Y>J2VL:D?2:WH5[>G"EZRTOA1]LTH&EOGKY17HAQWD;FVCYEM0X'A;7 MD)*^.YZU'AS+Y&UI?6LE91M+FI'GKAKV7D;RVA1A/&A+"%6VK2_#]TWI2`U\ M7?RYO0FSNKFSK_,<^,FWKVMQ6MJU"[W+AFUNJ-6A4FI5*5S;3]J)I[>XISRQ MA/3C&,9)H1A'^`!V33?EK^A6V9>;&TOF,O';>R4K.M>5Y--O^&=PR]&E2J4: M,*TV(E[>8:$+/X]Q))/5C7EA)-/+#TC&:$`&U?KU\F_T`WNC1OLOY)^1>?\` M'TJ-/U]\+W2L)DM3XQR-Q)P?PMP#JM'1>"N(N,>%]*MYI9Z.H\4Z'JW' MNM4ZDLL9(59<'J6+Q.-^-[8Q]9_A^Z/K'UC](#U$```````````````````` M``<#L>JZQN.+K83;M(OJSHMM)ELCV>S7$>)NJLT+:[Y4RO'M2QG]D]K2JT;> M^NYM"I58R5[J26'V4TTOQ:>HWM"SR_FO1FJ4Z M6VU)Z56>E6A0L[GG^ZC6HTHPEA&>$\(PGC&6,L/3UB!U7^IKQN?MM MO'!^D#P-^/8!EQQ3XZNFG)%[)9ZWY(^&.5;F:M\";&\4YSBO(WL+B%*G-/:R M36'*VX5*E:6:M)-_\B6:,DT/L8>Z$0&Q+2O#OU%UF:E5V.')/(M2$\)ZU#9= MPEQ-A4])?;&E3I:1C-5OZ5",?LOIN9ZGK_\`'Z?0`SGXTZU\!<._!J<:<0:# MJ-]0EA))FL?KMA5V2:27T]LM?9[VE=;#E5H5Z5.M0K4YZ5:C5DEJ4JM*I+&2I2JTYX M1DJ4ZDD8PFEC",(PCZ1`:N>R/A-\4W;&K?W_`#1T;X+OM@RE2I<9'<-`UZYX M8WC(WM6:,\;_`"NY\-W^A[)FKR%2/K[[VYN/="'MFA-)ZR@-)/-?R9_B^V*E MD\_Q[S1VDX'DHTZMS4MZN]\>[MHF)M:I5JV^YZ!)M$*='Z(S5*V?C+"2 M7Z?IC[@&ESFKY6+H?QQ<9.:/GPZL<G;9?_`!<> MEI?6D/6K5I0L+J$M"3W1C+[O64#*=%T7-^SW27/N^U.E;OG*EK4J0^QA:YRE/3]/2-28!NFZY_+^>(#K!6QV2 MT#I!Q3M.Q8V;XU/:.;),WSQEIKZ'I[,E2MN7,MM^`Q5]1C+"-*:PLK26C/#W MTY9)_6:(&X#%8G%8+&V6'PF,Q^&Q&-MZ=ICL5BK.VQV-L+6E#VTK:RL;2G1M M;6WI2_1+))++++#^"`#D```````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````!T;DGD_C7AK2L[R3R]R#I/%O'FKVOUW9-ZY$VG!Z7I^`L_?+3AE+-/)! M%J[0?-Z>5_F^YR5CPYDN'^I>IW'Q+>QMN+N/\?NN[0Q]7W>Z3+[MR]#=[6KE M(RSQD^MXG%82,DL)8TY)*D(U)@-#_./?WO%V7K7]3G[MUV.YDW_`$2QU.XSD=9QEC[JD\WP+:THT??/--[?=--&(&(H```/LQ^1 MR&)O;?)8J^O,9D+.I"M:7^/N:UG>VM6$(PA5M[JVGIUZ%2$(QA[I9H1^D!L= MX$\QGE*ZS7%O4X=[W]D<-8VDU*>UUK:N1:ZQ&J8_FBMUPY9RTU"UM^+^SM#%<:7&1R-66E3A::UR#)F6L,C8\=:-E*->222I9YS. M8Z^EA5EGEH320FFE`B3=M?G5>TV[54"/+V!\W7ED[-U4]TE]J_&^XU.%--N[:,T9I;*\U#AJWT/7,A9TX^D827-M6]9I99 MIHS3PA,`UD9[8<_M66N\]M&>:(#AP```9/<*=V.XO6ZM9U>`.U'8;AF2QFHQH67&O,6_Z=B9J=O[ M84[:[PN#S]GB+^Q]DD)9K>O0J4)Y(>V:2,OT`-YG6'YM'R[\!5+''\B;_P`9 M]J]4M/A4/M3SGQSB;38*-A)+&%2G9[WQ5-QULMYD)YIHS0NLQ4S$\)O2$99I M(0D@!*&Z5?.2=#>:ZF*UCMYQKR)T\V^Z^KVU?;+;ZUS9PQ4N8RR49J]?/ZG@ M\;R+@/KEU'W2TJNLW5I:4IH_&OHPDC4F`E9\,\Z<+]B]#Q7*'`G*W'O,G'>: ME]<;N?&FW8/VR5I\2$MQ:U8R7-O4]9*LDD\(RP`] M5``````````````````&(';GOWTUZ'ZA'=>VO8CC?A7&5;.I?8K$;'F)KW>= MGH4IJLE3^1G&^`H9?D#=*DE2A/+-+BL9>32QEC[H0A"/H!$8[E_.N<1:O^S.M M7DD9HPJ6T(P](@1H>RGS-?F1[)5K^WG[2W7!&L7LTTU+4NM>KX7BBCCHS?1- M"PWFWI9?E^$OI"'I"MLE:$O\,(0C&,8@:9>5.?>=N=,C/F.;>:N6N8LO5NH7 MU3*3WVVYG+W,]U"A4FD^)&;W^R:,/7TB`\E```!WSC M_E/D[B?+PV#BSD??.-,]"I;5H9OC_;]@TW+PJV4\]6SJPR6N9'&WD*EI4J33 M4IO?ZTYIHQE](QB`V]]<_F+?,;UJN;*77NZ?(G*&!MJE&-WJ_8>EB>>+'*6] M&,OMLKG8>1[+-[_C[>:$L(1FQV9L:WI]$)X0C$!)!Z@?.TUHU\7KW>_J);PM MZE2C2R7*75S.UI)K:G[)*4U:?ASD[+W$;G^-]:M6K2W&2,LGK+3MIHPA"($O M#I'Y7?']Y#\=0J=4^R>B[WM4;&>_R'%>6KW6D\PX:E;TYY[^>^XPW"WPNW7% MCC9J/^M8N_YES%>]DZX:;E)(ST9YL)6Q=SC\[S->6=62/K'&7&/P<\)I*E')W4 M(3T0%?MW)\@7<7O_`+['D/MMSSO'+V5M[BYK8#!96^IXS0M+IW48PJ6FC<>8 M.CC=+U"WGI^DE2-C8T:MQ[835YZL_K/$##@````````````!NG\;GGQ\B7C0 MNL#K7&7*MQRKP#C+BVIWG7'FFOD-QXZHXB2I+"XLM#OJUW)M/%-Q"A-5FH0P M5Y;8[ZU4A6N[*\A+\.8"QP\4OS"71WRDV^'T/"YFIP#VDK64;7ZS?UN(-UEI8_"\JXNA+3JS?!HT;#/4Z-"I6KXNA0A+5G`WP@`````` M```````#3?Y1_.5T:\5.$N,1S!N-;D7L!?8F&2U/K3QC7L,MR5D*=W;S5,3E M=SK5J\F'XQU&^J321A?Y>I)<7-O\2IC[3(34IZ4`*X7R5?,9^17R-W68U.YY M`N.M77J]^+;6_`W!&9R^O6.9QTU2I&63D[?Z=6TW+DNXKT8TY;BVKU;/`3ST M9*M+%4*ONFF`T(@````````````,HNJ/=7M7T=Y%HEXK/G" M>+^5KG7N&?)KJV'X2WB[J6F*Q?9CCVQR%7AS/7-3_H]&?DS3)ZN3S_&-Y6GE MI_%R=A5R>%J5JT]2M1Q%K2]8@39-4VS5M[UK!;GH^RZ_N6G[1B[/.:SM>J9G M';%K6Q87(T9+G'YC!9W$7-YB\OB[ZWGEJ4;BWJU*562,)I9HPCZ@.P`````` M```````/`.S':?KSTXXFSO./9SEK3^'.+]>]*5WLVWY'ZM]?R-2C7N+3`:YB M;>2YS>V;1D:5K4C:XO&6UWD+KX.9_KV)K=AN1,3BLYS;LUM&,UM/?Z-J5S-E=-XNQ]W1FJ?"KWDF:S49)J5>E M/B[F2-.`$,KDSE+DOFG>,_R9S!R#NG*7(NU7DV0V7>N0=FS.X;;GKR,(2?6, MML&?O+_*7U22G+"67XE6;V20A++Z2PA`!T,```````````',:_L.?U+.8G9] M5SF8UG9)RV-KVU_CH"61XPOFV>X_5"?7>,.Z=EDNYO!-G-0L9MNRF3DM>S.GXV$9*?Q\ M=O>2KRXKE*C9THSU(VFRPADKNI&67[=6U*7VQ`L1^C_D'ZD>17BFER]U-Y>P M/(^#MY;&CM>N0GCB>0>.1-'OXT\]JV2GFMZTM&>M3C9WTM&>K9 MU[FA"%6(&:(````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````QB[>]Q^N?1+ M@[:.P_:#DK"\:<:ZS+"WDNLA4^L9S:M@N*%S7Q>F:-KMO&;+;?N6:EM*L;;' MV5.I5C2I5:]3X=M0KUJ8%61YE_F)NT?E*R^2PF2Q^9PV0OL1F,1?6F3Q.6QEW<6&2QF2L+BG=V.0Q M]]:5*5U97UE=4I*E*K3GEJ4ZDL)I8PC"$0$ZGP?_`#7NQ:7<:=U6\I.RWVUZ M94FQ^M\?]Q+R6K>[;JGK/1L<;BNP%*WI3U]MUVG2C++';*%RUI2O\7E\1E+"K M<6.2Q>2L;BG6M[BC4GI5J4\L\DT98PC$#E`````````'XW%Q;VEO7N[NO1M; M6UHU;BYN;BK)1M[>WHR35*U>O6J32TZ5&E3EC----&$LLL(QC'T`0/O.5\UO M;:7=;CU-\6VRXO,[-;5,GK')G<6VIVV7P6OW%"I5L6OCJ,GNFQ-*XGGM\G;`5]VU[9M6^;+G=TWC9M@W/<=HREYG-FVS:\SD M=BV78LUD:TUSD,QG<[E[F\RF7RE]<3S5*UQ<5:E6K/&,TTT8Q]0'7P`````` M``````````&[_P`1'G>[<^)S;K+`ZOD;CF/JQE\Q-?;WUGW'-75#7_?>UY:F M4V3BW.ST,E7XPWBO#W33W%M0KXW(31A&_LKF>2C4H@6KG07R%]7O)1P/B>?^ MKF\R[)K]6:UQVXZAF*=MB^1.+-LJV5*]NM*Y&UFC>7T<)GK.2K]A4HUKK'7U M.'Q[*YN;>,M68#-T``````````:.?,?YU>L7B1T+[3YJ:WYA[6;?AZE[QCUT MU_*T[:^DM:L)Z5OO'*V;HTKR''_']*O+[:,T]*KD\S6EC2L+:I3IWEW9`567 M?GR,]L?)3S)=2K[;8M M;YYZQ\I[1Q+R=K-2$MMG=ZUM6%N):^&VW4\K/;4_K>+R-" MYLKCV2QGIQFEEC*!:"^#SYCO@_R=6&#X#YXI:[P-W@L\;)+#4)+FM:<;<[RV M-M";(YWAO(Y6YN+BPV*G\.:O=ZE?7%;(T+>/QK&XR5"E>3V8$FL````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````&&'??OIUV\N8 MWZO=;IR9O-[:W=Q@./-`PM>XMOMQM&<^I59H0FGIVME:4:UY=U:%G;UZ],"H M-\IOE6[)^5OL)DN8N;,Q<8'0\)<7^/X6X+PV6O+G0>']1K5H?#L<9;U);:CF M]PR]&E3J9O/UJ%.\RMQ)+"$MO9T+.RM0-9`````````````````````"5]\O M+\P_M'CQV;!=3^VN?SFW]'=KS$MOK^PW'U[.;#U=SV6NO6MG]=MI(7.0RG$> M1O*T:V;P5"6>K8U)I\CC*<:\;NSR0%HYJVTZUO&M:_N>F;!A=LU#;,+C-CU? M:->>>,)9981C&,(0`5H7S%'S(6;[89;;^D?0O>,E@>K.+K9+6N8^:M;O+C M'93LE<^ROCLMJFKWU":E=6?!-.6>I2K3RQEGVN/K--Z8SV27H$,P```````` M````````````!G'X^O(=V9\:/8+"=ANLFX?:3.4*=+$;KIN8DK9#0>5-+FNZ M-UD=(W_`25J$N3P]Y-1A-1KTIZ-_CKB$MS9UZ%Q)+4@!;Y^+?R=\`^5;K)A. MP/"MS]HM@Q]2VU[F/A_+9.ROMQX?Y`A;?&NL!F?JT*$V2U_*2TY[G!YB6A0H M9:QA[_AT+FE=6EL!LB```````!&T^8!\]FE^*OCC^ICA>IA=Y[R\HZS5O]+U M^\DHY/7>$]5R,;BQMN6.1+*:,U.^OJMQ0JPU_!U(>F1N*$UQ=0A94OAW8%4U MR_R_R?S_`,G[OS1S1N^P[1NV[;1>S7^:S^:OYH?%N+BKZ24;>WM MZ,DE"VMJ$E*UL[6E3H4*=.C3ITY0/-P```````````````````V+7LIC\Y@,_@\A=XG-8/-8F[HW^*S&'RMA6M[[&Y3&WUO3K6]Q1 MJ25:-626>2:$T(1@!9D?+C_,72=U:.K]&N[FR6]KVWQV/K67$/+M])0LL=V0 MP^&L*UY5P.R?`IT;+&`3'````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````'E7.7-O&'6[B#D7GCFG;<;HO%G%6JY3<=VVG M*U(R6N+PV*H_$J0I4I(35[[)7U>:2VL[2C+/.2<]]JNN._;'>>M#A'DO8\A/5H\?93)7=:$+'BWD;-W<9;6 M,?XG#9^YA4F]EI>W5:V`LJ0`````!7[?-7>=:\J7^X^+3J/N5:TMK&:IA>Y? M)^L9*:E6N[O[&-QUPU_+6-66>E:VD/HW::E/ZU:D882I&$LF6MJ@$!`````` M``````````````````&Q7Q>^2GG/Q:=J-5['\-74V4Q,TM+6>7N+[V[FMMNS[I;V5&IDMPV"UI5)+V7COC>AD+>\R]6G[?CUJ]GCY:E*M?TJL MH%/+S7S1RCV+Y9Y!YSYKW/,:Q-W1O\5F,/E;"M;WV-RF-O MK>G6M[BC4DJT:LDL\DT)H0C`"V-^7.\WV/\`*)P5<\-\YYK&V?=[@?`V3ZU2XF^LY'8L'5I2839*OK6FFNY;.^K5(5 M,I"G(!*'```!H$^8@\M='Q;=+KW^K;-6-#MEV(ES?'W7RRGA;W=WJ4E"TMI- MZYGN,=<0J4*UKQMC,K0^H2UI*M"MG[['R5:-:VA^N\GELMD[NXO\ED\E?W%2[OLAD+Z[J5;J]OKVZJSU*M6I/-4J5)HS31 MC&,8@/A`````````````````````````2IOE;_+Y==$>U5KU-YFV?ZIU/[9[ M9B\/4NO[%4F^#1DH_4+^O6DHX MR>6H!:I````\XYAYWO>=IRDTT+/"ZUK>.KY M/*7DU.E+4N+NXA;V\9:%O1DJ7%S7FDI4I)ZD\DL0*77RO^2'DWRD]R^1NS.\ MS93#Z?6N)]2X.XVO;R6ZMN+.'<+=W,=5U>G+1J5+.;.7_P!8JY/-W%*/P[O- M7US4I^VA\&E3`UL`````````````````````````,F.GG;+F+HYV3XG[2<$9 MZI@>1N)MHM,]823U*\,3LF'G]UGLVD;/;V]2C4O]3W77[BYQF2H0FDGGM+F> M-.>G5A)4E`NI^B?V7#-S-#4.5]9I9*[U^ZN[:[S6B;=85:F,W M/C[9)K6$M.&>TW9+6XLJT\)9:=S+2DN*/NH5J4\P&7(````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````#3_YR_(];>,;QZ\L7-ULK^ M2PV&-A7A/2O+'CO7[*_V&O3JRQH5_M9);3QA&XDA$"F7RV6RN?RN3SN=R>0S M6;S60O>I5J3QFFC M&:,8@./``````````````````````````&=OC4[U;_XX.Z/"G;/0OKU_)H&Q M2V>_ZC:7DUK1Y"XKV&7[4\@Z/>0FJ26E6;+X"O4J6,]Q">E9Y:A:7<)?B6\D M8`7:'%O)FD?L]JX[Y2TO6>0=%V7'S3366>U+<,-9Y_7LM;^^ M$M22G?XJ_I5(2S0A/)[O;-"$T(P`=[`<;F-OLQFLQ MD[JC8XW%8G&6M6]R.2R%[SL;&SH3U:M6I-+)3IR1FFC"$(Q`4O7FG\C MNP>3WOURWV`A?WW]4>"OJO&/777KF-U1H8'A;3[^^M];OXXZZGGGQ^:WR[K7 M.Q92G&,8TK_*5*,L?A4:4LH&IX```````````````````````````%O/\M=Y M,;GR+^/'5[+D38OMUV0ZMW&+X2YJK7ES&OFMFQMGCIJO%/*61A//6N*U3>]/ ML9K6\NJT\:E[G\+E*OMEDFD@`D(@`"!!\Y1Y.*^*Q7'_`(N>*LY4HU]BM]>Y MJ[2W-A6D]L^#M[V:^X>XJO8P^)'_`*=EK#^562HS0IU));3"SR3S4ZU:0!7S M````````````````````````````F*_*%^3NOUR[5YKH%R;G?@\-]N\I+E., M:F0NI*./TWLAA\/]7L*-M[Y)9:=/F/6<92PU6$9YIZN7QV'I4I9?BUHS`6<8 M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````"J]^;F[[5^SOD5I=8]3S%2ZXIZ2Z_/H= M2A0JUOM?E>;]TH8O8N6,O+)\66G4J:_;TL3K<83T99Z%YAKR,DTU.M",0(I( M````````````````````````````"S@^3C[ZU^=.EO(_2G=\S3N]YZ?[11RO M'U.YKR2W]_P1RO?97,8^RHTZGK=9'^0W(MMF*%>O":,EK8Y7&6WMDEEI^\"8 MP`C`?-A]]+CJ+XT+EH59Z64M.'\;84,QSIF[/TGDI MSVMU@[W':Q=0C[IH4MI]TL(32^^0"J&````````````````````````````` M2%OEDN^U7H_Y1^*,-LN;^UG#?:_ZOUKY.IW=S-2Q5CE-TREI-Q)MUQ)5KT,= M;7&O\GT<?'ZIHVOY#9<_=4:56K0DK7%+&8VK&G3C/+\2IZ2PC",0%') MW'[0[_W3[2\[=J>3[BM5W+G#D;/[O>6=6ZFO:>O8B[KPM-3TS'W,].C/4PNB MZE9V.&L/=+",ME84H1^F`#&D```````````````````````````':-(W7:^- MMTU#D70\]D-6WC0=HP&ZZ9L^)JPH977-KU7+6F=UW/8RO&6:%'(8C+V%&XHS M^D?;4IPCZ`+O?QQ]P]>[\]'^MG;;7I;6VGYAXUQ65VS$V<\*EMKG).$JW.K< MHZO0F]TT\]KKG(>#R=G0GGA)/6MZ,E2,DOO]L`,V0``````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````!X-VEY[UGJQUKYZ[)[E++5UK@GB'D'E;*V?QJ=O5RM+1]7R>P4<%9S MU)I99LEGKJQIV5K)"/NJW->226$9IH0`46G)'(.U\M.3-TV MGD'<\U6A"6KE]KW/.7VQ[%E*LL(QA+4O\ODJU6:'_)&W/4/RZ]:;R]R=2PT3L)E+KJ[R%0^MQL[6\L>8 M:MEC-%J7E2>:%M+;XGEZQUV]J3581A"A;U(0C)&;WR@7"0"J%^;7[=W/8ORM M[1Q#B4IYC:+77[V,82 MPFFUR3VPC+"%2H!&!`````````````````````````````?58WU[C+VSR6-O M+K'Y''W5O?6%_8W%6TO;&]M*LEQ:WEG=6\].O;75M7IRSTZDDTL\D\L(PC", M`%X#XQ>U]/O%X_NI?:B>]M;_`#O+7#.L9#?*]C3I4;*GRKKZX3\0FV:'BK^:RR_9SFKBSA*,+>,L M+R.O6-QE^8-EFDC[H5*=C=67%DEAOFC M=@+VZIQK3V6%US:^.\9R#?QC"?WW,*>(L+V>$\L\/BR_"C+-#W0C`!1[=BN9 M<]V*Y_YPY_VGXG\I.;N7.1N6LY)5J?%FHY3D/;\OMEY;0G_@^':U\M&G)"'I M++)+"$(0A"$`'C8``````````````````````````````LVODMNQ<_(7C_Y\ MZZ9/(5KW,=<>PU3/8>VJ58S4L1QUSEK%KFL%CZ%&;UC2EJ\@Z5MEU-&$82SS M7,?L81A--,!HX^=#[%S\B>0K@_KOC\A+=8+K?UYL\MDK*6K&:.+Y%YNV*\V' M8:,]'_F4IKG0-5U.MZ_\Z:$\/6'I"7U`AV`````````````````````````` M````"0E\KKV,J=>?,IUOM+J^^HZUV`Q6_=<]IF^-+2^LT]]UVKFM)L?2>:2G M6^M+=1TZYE](RT?=;RVN=ECZPFF M]*L/3VP]?>!`-```````````````````````````````!9M=4.U-[C_DY]OY M-KW\O\HM.Z<]FNNL*]:>K--BKRZY'Y%Z_P"BQH58PM_==6>M[#AZ]O"'NITZ ML9)(^^$LT(@5DH```````````````````````````````)J?R2G+5S@N[';S MA":]FH8[DSK%A^2IK.:>C)0OLQPYRCKFNXZ$L)YH5:M];8SFC(3TY)(1_B?C M31^B7U`:-_F!>6:W,WF5\@.U5;SZ[)@.<[WB:A-+4H5*=M1X-UW7^&HV=.%M M24#3H``````````````````````````` M```,B.H?+$W`O;#K%SC+<_4H\-]A.&>4XWVWDT#D;7-KJ59X7%>VMYJ< MM/%1]TM2I)3FE]8330EC&("]P``````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````%9%\Z]L-[ M<^2;K7JE2$OVNPO1[3]AM8PGJQGC>[/SUV`QM_":G&I&A++"AJ-MZ1EEA/-& M,831C"$D)0(<@```````````````````````````````)D'7[E"]G^3.[LZ[ M97,U2;%=W-3T MHQ])/;`"&^```````````````````````````````"3I\HKML^N>9?CW#R5+ MJ27?N">>=2JRV]*WJ4JLEGJUMO<*=]/6GEJ4;6%32I9X34H35(UY:R:> M,`-'/?'::V\]X^YF[7,UU-<;AVN[$[37FOJT+B]FK;!R]N&6JS7E>'K"M=1G MNX_$G_\`BG]8_P#*`Q1```````````````````````````````!?2\&;5<[U MPEP[N]Y]8^M[CQ9Q]M5U];N(W=U]9V'4L1EZ_P!9NHRR1N;CXMW'WU/;#WS> ML?2'J`]3```````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````5:OSF.+O\?Y9]$N[NA\&WSG2_A_ M*8NI\6C4^M6%'DSG+"U*_LI5)YZ'MR>'N:7MJ0DGC\/W0A[)I9I@(F(````` M``````````````````````````)3G`=CEKOY0_NW<8Z[FM[/%^6#4[[/49;F MM0A?XFIQSU%QM&TGI4H1DO99,[D;*O\`"J>DD(T85(?9TY0$6,`````````` M`````````````````````$C[Y3_]=KUR_N_[$?@0WM7]P'#?X.M<` M>_@````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````*T+YV?3:MCW\ZI<@QHUI:.S]/K73:=>:M M3FMZE71.:.5,W6HTK>$OQ:5:A)R+)-4GFC&6>6I)"6$(R3>H$,0````````` M``````````````````````$VOK[PW?W_`,ESVZR\EM6N+O-=D9>9,++"E]4D MDL-0[%]>M)S]S//3J5XY*C;X32\I/[II:7I4EA)Z>E*$\P$)0``````````` M````````````````````$I[Y/32JFT^8&WSLEK3KR\;=7^;=UJU9[&6[FLJ= M_?:+QU"ZHW$?IQ=2>KOTM&->'TS25IJ/\%:(#1GY(M*FXW\AO>[0(VTMG3TS MN-V8UJVH4Y;J6A"QP_,VYV./JVGUV66ZJ6-Q8T:=2A//]E4HS2S>L?7U`86@ M`````````````````````````````#]K>WN+RXH6EI0K75U=5J5O;6UO2GKW M%Q<5YY:5&A0HTI9JE:M6J30EEEEA&:::,(0AZ@+[WC74I-!XYT#1:5.UI4]+ MTK5=2ITK&K<5K*E)KF"L,/)3LZUW)3NJMK)+9^E.:K++4FDA",T(1]0'=0`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````$$OYX'AJYR7$/0GL):VE2%GI?)',G#63=8U'=]5M*TDWK"%2E2XDS,]*,OM]83U/=[O23V@5W8`````````````` M`````````````````+7CJ!TXO;WY4K$];*.+J3[)RIXZ^:>4,#924H1N;S<. M;,7R!V(T.-66O-[JE2;-[?C9?2::6,M.6$DL9(2RPE`JAP`````````````` M`````````````````3H?D@>'9\ISOWM[`5;;VTM'XDXIX=L+R>WA_'S\I[CG MMUR]M;749H30^JR\.V,U>G+",/XZC&:,/L?*-5IQIQK2S;%R'M6* MU+#1GI0GI>^G+D,O3C-#W2P]L(^L8?PP`O<="T#5N-N/-,XLU7'4[32M!TO7 M=`UO$59:5:E:ZMJV#L]=P^.J20IR4:M.CB;&G2C#V0EFA#^"$/H`4?GD%ZW7 M?4#O!VMZSW-M6M[7AKG;D;3M>_P!(M=CO;K0,S+1F^FG1SVD7>/O: M[&]/NV^-L/_`.4\H\1[1P3L]W:T(RT;;9>( MMIK;IKMQE:LM.62;(;#@.5;FC;S1FFGGH8.:7TA+2E]0(.P````````````` M`````````````````E#?**];J_-?ERU?E*[L/K.M]5^'^3N7+VO7I25+#^4F MRX>'#FI6%2$\)H1R$*W)%UDK7Z/66?%35(1A&G`!:Y`````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````#J>^Z1K')NC;GQONV*M\[IG(.I[%I&W8.[EA/:9G6-KP]Y@<_BKJ M2,(PGM\CBK^K1GA&'TRSQ`48?<'K?M?3_M-V`ZO[K+<3;#P7RQNG'-:^N:'U M:.=QNO9JZMM>VFWHPC&$N/VW7OJN3M8P^B:VNZFU7LEY2<3S9G)^\G$ M7<77L3+;ZEVOXQI:UN%_;T:?I/S'P;1QFMWMSD*U&,(T9LOQ9E=9HVLM62$U M:.*NHR3SPISRT@(;@````````````````````````````#OG%G&NXXJIG=]Y3WC5..M*PM+W0J97:]TSMCKFOX^6:62>,GUO*Y*E3C-Z1]L)O7 M_D`7G_57K]JO5+K3P-UITGVSZQP5Q+H?%V+N_A2T:N6AIVN8_"W>>O))(0A- MDMAO[6K?74_\-2YN)YH_3&(#3S\S;TYJ]P/$?SY-@<3-E.0>M-;%]I=%IT9: M?UCX?%MMDZ7)=&6:,/CUI:G#6>V*I3MZ<8S7%Y1MY82S30E@`J"@```````` M`````````````````````!9X?)J].:_#/0;E'MCL>-J6FS=O^4/J^KU+BWDD MGJ<0\&U,YJ&OWE"I4EA=4OMIR+F=J]\OT4ZU"VM:D/=",(@)A``````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````*Y3YSWQ^U=&YMX;\C>D8CV:SS=C\9P7SC<6U&;V6W+& MC8.ZN.--DR-7V31GN-RXPQ%;%2_90DI4]3I0]/=6]8@0<@`````````````` M``````````````%MO\KGX^;GH_XS=/W?>=?^TW-O<+(678'?);NC\/,8G1 M-#FKBK4\)]NN:N,J=OSQP);T:4E3(7W(_'-ED:UQJF/A\&I4J7G(.D9#+X&V MIPGI4XWV0MZE2:$M(!37SR3TYYJ=26:2>2::2>2>6,L\D\L8RS2S2S0A&6:6 M,/2,(_3"(#^0```````````````````````````2Z?E`O'U5['=Z]B[C;IAZ M=SQ7TLP]"_UV:_M9JMIG>?.1,?F,/HUO:2UH26UW_(76K?*YRM4DC4JX_)2X MF>,D/CTYY0+0\!\.3QF.S6-R&'R]E:Y/$Y:QN\9D\;?4*=S99#'7]"I:WME> M6U:6:E<6MW;59J=22:$99Y)HPC#TB`I1/+YT.R_C@\@O8+K%4LLA1T3$;15W M3A/*7\M2:.?X2WJI6SO'MW2O)YZGVSN,'CZL^$O[B6,(3Y;%7)]> M^#M#ZS<%<0]>>,+";&\?<*\LTT8@/80```````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````8;>0+IAQU MY!.G_./4SDNG:T,3ROIM]CM?V.O8T[^YT/?\=[R2_!OK"XHW%*,:=66,0/'0``````` M``````````````````!O%^7\\8%_Y/._FCZ?M6$K7O6[@ZMBN8>R>0JT?=C+ M_4<-DY9];XPJU9X2TZE]RYLEI)BYZ,M22YEPTN3NZ,8S6<8`+B^E2I4*5*A0 MI4Z-"C3DI4:-*26G2I4J-.XUX]UW*;?OO(.T8'2M*U3"6\UWF=EVO:,I:X37\#BK66,(W&0RV5O M:5"C)ZP]U2>$/6`"Z8\0WCQU7QB]$>'NL6*DQM[O=M8U-[YTVS'TI98;KS9N M%"TNMSROQY8QC=XW!26UK@<54C"6>;#8BT]\/B>^,0-F@``B7?-F>+BKW`Z= M67<;BC7:F2Y]Z98O+9G8;3&6LU?*;SUONZDV1Y!Q,:=&2%6[O.,;R7^4]G&> M?V4,=3S,DDD]:ZIP@!5L````````````````````````````L)/DXO%O7]>J4+[:K//<1]4;+)6\9)Z>M4[NIC>7>7;6G7MYO\`_=9&R_DOB+FE M5ISRT+7-R5))Z5S0G`3U```````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````!";^;5\-MS MSWQS4\FG7C6JEYR]PKJ=OA^S.IX3'QJWO(7"V`A/-B^4*%"SD^+=[1Q!:59Z M>4J3R5:ESJL)9YJM.EA:5*L!6U@````````````````````````.\<9\:[[S M)R'I/$_%NJYC>>1^1]HPFEZ/I^`MHW>9V3:-BOZ&+PV'Q]#W22S7%[?7,DD) MIYI*3OIOR=U7Y*^JXK(YVUEV;B??ZEE)>WW%G,.OVM['2-ZL:<80KU+6VKWE M6QRMO1GI5;_!WU[:2U*4:_Q)0*7OL=UXY;ZG\X\E]=>==3O-*Y6XFVB^U3;\ M!=^L\E.\M(RU;3)XN\A++2RNOY['5J-]C;VEZT+VQN*5>G&,E26(#Q,````` M```````````````````!/S^48\-MQ/=6_E5[&ZG+3M:,N6P'3?4]@L9_C7%> M>6XP^V]@JUE>?WS5*D;^_EIR0IXRZJ`6`H```/QN+>WN[ M>O:7="C=6MU1JV]S;7%*2M;W%O6DFIUJ%>C4EFIU:-6G-&6:6:$99I8QA&'H M`J0?F.?#ID_&+VPNN1>)]F?9+-9?9>(+ZSM81Q7%NY5YZV4VW@?(UK>G M3I6$NOSS3WNMPJ22?6M>J249*ES<8Z_J2@1RP``````````````````````` M`&V7PU>+/D?RO]Q=5X0P3T9[.QO)J8%RUQAQIHO#/'&B<1\8:UC=-XYXSU M'7]$T;5,/2^#C->U35L7:X;!8BRIQC-/\&QQUG3IPFGFFGGC#W33331C&('> M0``````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````!^-Q;V]W;U[2[H4;JUNJ-6WN;:XI25 MK>XMZTDU.M0KT:DLU.K1JTYHRS2S0C+-+&,(P]`%6K\RCX%\MT"Y,R_T:]A;2M=T^L7(6=OJ4?Y-9*G1I1^H\2[?E+V,-:O8^M''7,8 MXBXC3F^UL]^!$W``````````````````````'Z4:-6XJTJ%"E4KUZ]22C1HT M9)JE6M5J30DITJ5.2$T]2I4GFA"66$(QC&/I`!9S?+)>!"YZ3ZMC.]_;[3)K M+MQR#KMS;\3<;;)84?MCUNX^V*TJ6][DLG;5:E:.-YBY`PES\&]EFDI7F`P] M>IC9_AW%WDJ$@$PX``````1?/F/?!9CO)=Q#_B-Z\8'&X_N]PGK-U3Q5O2A3 ML:?8+CG%RW&2J\6YNO);S^_=L34C6JZI>U9I*?UFXJV%U/+;W-*XL0*I[.8/ M-:SFLQK>R8?*:]L6O93(8//X#.8^[Q.:P>:Q-W6L,KA\QBK^C;WV-RF-OK>I M1N+>M3DJT:LDTD\L)H1A`#BP`````````````````````!(Z^7N\&^V>4_F^ MERKR_B,I@>C?#&R6D.4<_"K>8JZY@VFSDMLE;\):1D;2O:7\E2]MJU*ML.3M M9Y9L3C*LLDE2G>7=I-`"VBUG6=TW3\#A]6U+4L'B=9U;6->QMGAL!K MFN8&PM\5A,#@\1CZ-O88K#XC&6E*WMK:A3DHT*-.6226$LL(0`YP````!BEW M9Z9\'=_.M7)75OL'KDN>X_Y%Q,U"E?VTM"GL>D[390GKZQR!I>2K4JWVHV[4 MLI[;FUK>V>E5EA/;7-.M:5[BA5`IN_)CXWN?/%WV@VKK?SGCOKEO2^+L'%G) MN,L[FAJ7+W&]U=UZ&%W/7*E?W_5[C^*C;93'33U*V*R5*K;SS5)):=>L!KX` M`````````````````````&1W4OJASCW<[`<==:.NVG76ZVI31EEGJ1DIS@7&GB=\8/" M_BEZHZWU]XQDM]AW;+5+;;.=.6Z]G]6S?+')UQ8T;;(9>I+4GJUL7J>#HR?4 M<%BI9_A6%C)[Y_BWMQ>W5R!LV``````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````=5 MWC1]-Y-TW:..^1-7P.[Z)N^!RFK[AI^T8NSS>N;+KF;LZN/R^$S>(R%*O99' M&Y&RKSTJM*K)-)/)-&$8`*L_S]_+K\B^.7:MF[-]6L%L'(?1+8,I]=NZ-&>Z MS^W]9LEE;BI&75=YFFC<93+<9_6)H4L-LU7WQHPGIV&5J0N_J]WDP(L(```` M```````````````/LQV.R&7R%CB<38WF4RF4O+;'8W&XZVK7N0R.0O:TEM9V M-C9VTE6XN[R[N*LM.E2IRS3U)YH2RPC&,(`+'#Y>'Y9Z3K]=:)WM\AVI6]YS MG;_5=FX-ZR[#CZ%W8<*WDE26YPO(_*M"K6N+7*/Y-WR MGGN(>D.H9ZG3WKENK93V>2KB\! MZS1J0N;R6G85@+8/@K@KB/K/Q'H?!'!&AX'C3B;C3`VVN:9IFN6TUOCL5CK> M:>K5J5*M6>M>Y/+9.]K5;N_O[NK7OUZMSK4J3`>L@```````UX>3 M'QG=ZEK"A;;3JUS7C3^M8^Z^ M'3I9;$U:DMGE[.7X=3V59+>XMP*B7R3^,7M'XM>>;WA+L=JWKC\E];R'%_+F MN6V3N.+^8-9MHV_QOK*T]^0Q7UVC2RV*KRT\CB;BK)"M3^%6MJ]<#7@ M```````````````````#*+IYTU[%=\N=M3ZZ=8N.LMR'R/M5:6K6DM:56CKN MG:Y2N;6VRV\;]L/P:EAJ.DX&-Y3C=W]S&$OQ*E.A1EJW5>A0J@6VGA@\,'!? MB+X+^T>#^U?(G9KD3%X^ISUSU4Q\:5WG;NE&G=RZ'HE[AQSMFPZ'R M#JNQ:/N^I9:\P.TZAMN%R.N[-KF;QU::WO\`$9S!9:WM,GBLE9UY(R5:->E) M4DFAZ1A`!UD```````````````&5G3WI'VC[[<^:*VO]BN['U.%2ER#<8VK4XYX4K7='VWN,X2P.8H27/V\]E2 M:WK[9D*-/+W%"$TEG1Q="XN[>X`DN@```````````T">9;Y?KJ_Y8,!=<@V- M2QX&[@X7$RVNK<]Z_A*5U9;C0L*$M/':GS9KMI4L9]UP,M&G+;VN3DJ29K#R M0DC1JU[6G/CZX%7+WQ\2:TS>K]2K M:_KXOD_=9)9I+FTJZ:G=S8F>G&G6`L.]' MT;3.,M/UGCWCK5-=T71-,PN/US4=-U+#V&OZSK6`Q5O):8W#8/"8NA:X[%XV MQMJT7&>%Y+XYV M&6-Q1M[^2-MGM4S].VN+;';AH^QVWLRVI[=B);J?ZO?6E22I[)YZ-2%2A5JT MJ@%7YYC?EK^U7C6O]HYAX:M=B[-=,[>M=Y*ER3@<3]6$E_?V<9Z<*@%ICXY/&#U,\7G"]MQ#UFT>6SR&2HV-?DGEC M986N4Y3Y:S]G0^']NMUV2G;6W_1:,\T\;/%65.UQ&.A4G^K6TD]2K/4`V&`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````U/^2?PN=#O*3KU;_$+QC+@ MN7;3&T\?JO8OC&-AJ?,^MT[6'I8V5WG_`*A>XW>-=M)8SR28K8+3*65O)6J3 M6LEM<32UY0*^WR,?*D^0_IO7S>Z]?,7_`(W>#[/ZW>4Z6F`C%YG#9C7HYO<,U+:RSR M4ZN1O+7"V=W'&XFUC/"->\N8TK6A+]E4J2RPC$!,M\;?R:W,>]7V#Y&\EW(M M'AK2X2VN0CU]X;SN%V?EG,1C3IU_M9NG(]*WS?'^CVLE2/LKT\1_*&YN*7OD MDN+&I[:L`)ZW5?I]UEZ2<5X[A?JMPSI?"_'=A4A=5L1JEA/]L<_E/ART9\]N M.SY*M?[3N^R5:$DM.?(Y>]O;V:C3DI_%^'))+*!DF``````````````/%NP/ M7+@GM9Q=G^%>QW%&D\R\6[-+)'+:9O>$MLUBXW="2K)99C&SU987N"V+%1KS M3V63L:MMD+&K'XEO6IU(0F@!!2\E7R9V:LZVQ\H>,#DZCF+"::ZR4O5SG#-T M[++VT(^ZK]J>,>:;J,F,R%*TL=JIV,:-&3W7&2N#]UH35O@8GD'5\CA*&8MZ$_PY\EK&9JTIL%MN%FG^B2^Q=S= MV=3_`."K,`QY``````````'[6]O<7EQ0M+2A6NKJZK4K>VMK>E/7N+BXKSRT MJ-"A1I2S5*U:M4FA++++",TTT80A#U`2+/'E\L'Y,.\US@=KWC0:G3O@K)_5 M[NOR=V"Q&0Q&W9/%58R337&C<(1J8_D+8+BM:UJ=Q:5LK)K^%OJ$WNHY*:/T M1`L'/&+X%>@WB[L\7L_&6BU.5^PM/'R6^7[(UJ?`O+^]A+[X@;J@`````````````!_,\DM26:2> M66>2>6,D\D\(32SRS0C":6:6,(PFEFA'TC"/T1@`BS>4/Y5+I%W>N,]REUKG ML>EO83(S7F1O;K1M;HW_``=OF6KSUKJI5V[BNSNL50UC)9&ZGA+4R>NUK&$D M9YZ]Q8W]7Z(@0#>_GA`\D/CANLOD^>N`*,;4N9J'8#B&6ZY*X7NNPO);3+\I9.TEU#AW6_;3XQ_E`>L?7>YP'*GD`VK%]M>4[+ZID;;B'!6 MV5PO7+5\G2C"K\/+4[V-AM?,?U:O3EFE^V='$8BO)--2N<5<2^DT0)B6!P.# MU;"8C6M8PN)US7-?QMEAL#K^!QUGB,)A,/C;>G9X[%8C%8^C;V&-QMA:49*5 M"A1IR4J5.6$LLL(0A`!RP``````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````,#NX'C$Z#=];*M1[7]7.+>5LS/:PLZ&^7&(K:ORGCK:2E1HTJ&+Y6TNZ MUWD6PM:,EM2A"A3R<+>,*4L)I)I8>@"+]V=^2>ZN[A<9/-=2NV/+7"-U<35[ MNUTWEW6,#S7J-&O//4GI8K%YO"W?&.VX7$R21EDEJWM3/76_C.M>U.,Z?77L9CI);JMCI>/.7)--SUU2H_3;V][C>:,'QIAK#)7 MD/HA)3R=S;21_P"=<0A](#6IOW@)\R/&UU6L]B\>W8'(U:%::A//H.%PG*UK M-/)+5FC-1ON+L[N-E<48PHQ]*E.I-3FC&6$)HQFEA$#P'_2=\IO[-/O_`/H; M]BOQ<@.0Q7B*\JV8OZ&.M/&QWOHW%Q\7X=3*]3>=<'82_!HU*\_Q\KF]%Q^, MM?62E&$OQ:TGOGC"27UGFEEB!E=QE\N%YJ>5:MG#"=$^0=;M;J6C5GON3=NX MKXKI65O6IV]7XUY9<@[WKN8A-1IW4OOHT[6IJMK><^<]];.`L)6J2R7%G@[[<>9=[M)832?%JSX'%8+3]+K4_ASQ^'"39H MSSSRQA-+3E])X@2$.IGR=WC.X/K8O/\`8;9N8NX.U64UO5N<9MF=AQ1Q/6NK M7V5*=S;:-QM<6FXQEGNH1FJ6^0VO)6=6G"2G/1FE^)\4"3-P3UPX`ZOZ3;\; M]<^%^,>#]%MII:L-7XNTK7]+Q5U=2PFA-DT@```````````````````\TY:X7X?Y\TO(\<D\GZ9KN]ZK>ST_7X5:XP.SX[)XR>XH31]:=3X?Q*3Y-FR%*UC4J0C M"TP^:PMM)"2$M.62'J`CT\_?)2]X]-K9&\ZY]GNNO.6$M9:M6TL=]LMWX/W; M)2P]T:=M:8BWQO*>GRW4WT0];C/VU+UCZ^Z'\`#4CR?\M;YK>*JM>.4Z/[;M MMA3FFA0R?&'('$/)=*]DEIS5(U:&*T[?\KLM"7[":6$MS8T*DTT(0A+'W2^X M#$',>(;RL8.]FL+WQL]ZZ]>6G3JQGP_5+G#8;+VU(1C+"7(X#2,GCYJD/3[* M2%6,\G_Q0@`XO_2=\IO[-/O_`/H;]BOQ<@/;-&\#WF(Y#J4:6`\>/9/'S5Z= M.K)'>=,DXPIRRU;6K>2PK5N2[_4J-O4A1HQA-)4FEGDJQEI30A5GEDB!LAX5 M^4&\PG)UQ;0Y"UG@'KE9S5I87E3E3FO#;/>T+:6?^.J6MGP3C^8+:[NHTH1C M2ISW-"2>?TEGJ4H1C-*!O,ZO_)*<(Z]>2'K M4C+&:68"-'V4^2&V&C6O\IT^[OX7(6]2::&,T;LIQ]?8>M:22_3+-?\`*O%] M7.R9&:K&/I&%/3;6%/V^OK/[O24#2WS!\J)YI>++NYDU[@+C_G+%VOI&?/WM]&A-1EGCIO"6ZMC MZEWU7Q?$V$O_`(48;#R[S%Q)KM&SEJT);B$V0UG";ALW(-K\.2I+">6.&C/+ M/&,D8>Z2>$H&Y/KG\D7S?EKFRO\`MGW5XOT3'TZE&M?:OU^T;:.3\GD;:,98 MU;"GN7(4>*K'7KR66:/_`$B&%R]*6:7TA3GA-[X`21.G_P`L+XB^I%UBMAN. M"+[LSON+EI34MO[2YJWY.L(7,LL\:U67C"UQ>N\.5I9ZL\)J4UUK]W<6_P`. M3V5H30FGG`W]X3"876L1C=?US$8O`8'#V=#'8C"83'VF*Q&*Q]K3A2MK'&XV MQI4+.QL[>E+"6G2I22R22P](0A`!R@`````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````\D*5I;?%N:T\TLM.G---+"($<7M%\WMXI.#*M]AN' M[OF3MILMO\>A2J\4Z'6U#0J60MYII)[?([GRY<:/?5;.::6,)+O$8G,T*GT3 M21FDC[@&B/G#YW/M#G+C(4>N'2S@KC6QC--1QU[S-NV^\RY+X,)Y)/KM>TTR M;A"QM[JO1A-/+1]]Q3MZDTL)I[B62,:@&M#?_FSO-7N-:XJ:[SIQ;Q1)6FA- M3M]`Z^<3Y&C:0A<1KQDMYN4M=Y*KS2QI1^#_`!L]6/PX>OK\3UGB!CQ>_,G^ M;K(7=S>U^^FZTZUU6GKU9++B_@'&VDL]2:,TTMMC\=Q/:V%G1A&/V-.C3DIR MP^B$L(`.2PGS,GG$U^K7K6'>_8[B>XIRTJD,WPOUJV:E++)-[H1H4-DX9RU" MUJ1C_#/2EDGC#Z(QC#Z`&7?&_P`X)Y@](N:5;:3X<)OL(PF]?6$/=[OIA$#:UP)\[_`'\MS88[M#T/LZMG M/[/MGN/`G+5:WN;?TC+"I]0XVY#URYI7OQ(1C-+\3:Z'L]L)8^[W>Z4"0=U. M^9J\/_;"YQF$M^QM3KQN>5]D*&G=IL#_`%1349ZD8RPHW7(7VQV'A:E<1GA" M6%.&SS5)YIH0DA,`WQ:_L.`VS"8S9=6SF'V77,W9TO0M: M%:YN:U*WMK>E4KW%Q7J24J%"A2DC4JUJU6I&6G2I4JC4E]D].O MD:526>/I&7Z)O0#7AO\`YP+*2>M;\6<$75Q)[H_5\QO^UTK.?V0C#V_&UO7; M"^A[IX>OK[WN=GJ1PT>,=*I331^%+K^F5K^I3D]]*,L) MZFVYK9)*E3V4XRS3>R6$?B31A++]A[`/'3GDFK>XEDA)"$OQ9IXRP]?2/TQ]0./D\DO=R2>6>7GO/1C M)-+-"$^N:)4DC&6,(PA-3J:K-)/+ZP^F$T(PC#Z(P`>@8'RQ]VL/4A4R'(FN M[5+"I&>-'/<=Z3;TXR_Q7\3&.L8;7*WPX?#C],)X3_9S?9?\WV@9(Z1YN.8L M=-3DY#X=XZVRA)"E)&?5,IL6CWM2666$M2K6J9.OO5I/7J1A[H^RA2D]8^D) M80]/0#.GC'S%]7-QGM[/>;'>N*+^I[):USFL-+LVMR5)XPEA)2RNJ5,CF)Y8 M31^RGK8RA)+#Z8Q_A]`-DO'W*O&G*^*^W?&F^ZEO>+A"3XUUJV>QV9A:3SPA M&%&_HV5Q5N,=TM(O<]/LG)M[:T:$MQ-7QO%FF6VQ2::I)+"/K-+"($;'LE\ZET?T"XOL7UEZV\[=B[^TFKTJ6>W+)ZYP+ MHN1FEGEEM[C%W]S;\D[S5M:DGNGFA>:[859?2$OM^RC&4#2MS#\Z=Y%]MN+^ MVXQL>W.'T;'WM.ZI3XG2^OO76WH6].YK5:D(66 M5V'BS8]GM*EM2JPI4JDE_"K+))+-&:-3W3S`>4?O(?FU_+WW_P"][P=^*X!W M_4_FA_.)JGU:E_C1_E+86WUB/U#;.`^M68^/-XAJU MIOJ]YL_#NYZQS/@J52/I"3(7.$V2SXFSV/L8S1C\2E0FR=>G"'V/Q8Q](`21 M.G_F6\9O>FKB,3UU[<<7Y[>,S3D^I\6;C?W7%_*U:ZC-&G7L+#C_`)&M-9V+ M8+BTK0]M2?%T;ZVCZRSR59Z<\D\P&SH````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````!AEW5\@W3_P`>?&\.4.W'-NJ\4X6]EO)-7P5W4NA:!@Z&0VS:[JC4N*,M>I:VLUK8PK25+NM;T8QJ0`@2^0_P"TM.9.1[#`[_SSEK.6:I"-WC-;NIH5/AU* M$]'9KNE&6%6A?T*D?24"(1S3SWS=V.WC(K/6ELZ&0S]]?5K+&V\T\84;6C&G;4)/22G)++"$(`>2@`````````#.? MIMY+>]/0'/4+-HI9G0;]QK<7&;WK1:?MDA\:]Q-QL-O5N*ONC:6%O+&:4":OQ M?RIQKS;H.L6:6`'?0`````````````!QN8S.'U[%W^L]2I/+)+#Z8Q@`TY=D_, M3QCHL+CF[L784Z]*GUWX4N<5L.VX7)2TJ<]"CR?L=6[IZKQ7;^ZXHSU:.1KSYN: MVJ?'M<;=R0C`!`/\@?S17DU[M7.A:\MDL3O-YBY MXQA3H;CSE-+8[]F+R-&>>E<0P\==Q=W2F]M6PC_#$".;D7.1R62R-S6OUI[F\OKZ\N9ZMQ=WEW<59JE6K4FFGJ3S1FFC&,8 MQ`?&``````````-YO0CYB;R@]!;K"836N<\ESQP[BZUM3K\)]C;C*]XROF@/'[W_N MM>XTY&R=3IYV,S'U2QM^.N8<_C9^/-OS=S4HV]/'<:7%3X=I:77MC.`DF@```````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````(QV,J7V!W/F2]GES?!O#66I3SVMWCL+] M1KRT^7.0,54DGEJT:%:G@<9<^R%Q<7U:E=8ZF!7&]@NQO.O:SE/8N;.QO*FY M%>O<6V)Q=OZ4\=K^NXV>ZJ2V6,Q]&UQUC3F^'; MT*5.$)8`>*@```````````````V5^.+RS]U/%SR))N'67DNXI:9E6C3)<7IUY+Q%V.L)7H5-FS]27XDE.YK23QFDP>`EKTXRUZW-W:O,5)MWSDV&TBVNH5\'QIKM>YM-3QGP8SPMKJ]H1J?%V'-4Y)X M^M[>1J3RS3S0HRT:W;3HFP8S:]+V',:ML MN&N);K%YW`Y"YQF3L:\OK",U"[M*E*K++4DC&6>7UC+4DC&6:$98QA$"0ITP M\MN)VZMB>-NT=;&ZUL=>:VL,/RY;4J..U?,UY_2C3I[Q8TH4[35KZM5](QR% M"$F+FC/&-6G94Z<9YP-X].I3K4Z=6E4DJTJLDM2E5IS2STZE.>6$TE2G/+&, ML\D\L81A&$?2,`']@`````````#R[FGFWB3KGQ?N'-/.G(>J\5\5Z#B:V:VW M>-RRM#$8/$6-*,LE.2:M6C\6]R60N9Y+>RLK:2M>7]W5IV]M2JUZE.G,!7`^ M8[YL/G#LS<[3P#XZ;W:.NO7ZI]L<#G^N[NZO[JYOKZYN+V^O;BM=WEY=UJES=7= MU'Q M5&I#V:SF:U7'34:%.WL;C%2QGJ1`LW^H7YO+Z^O+F>E;VEG:6]*:I5JU)I9*.YY#5>N]I<9#5^7>QFM7U:PV3GR626K8Y?4N. ML(^DWMGDFFDFA-)--+$"T4^7V^8GU7R18?%=6NU=_K>@]X=;P\(8+)6\MO@] M3[-X/#8^%3(;'JEC[J=EA.5,?;6U2ZS>O6\)*%Q1A/D,73EM9+NSQ@$JP``` M`````!K<[Y^0+5NJF&J:7J,MAM?.6K+5Q>DV=W1FA9[)MTM*/OF MGGC-"I9XZ$9*MW+#WSS4J,99J@$5'?-^W/D_;,UO7(&QY/:]MV&[GOC++3I224Y998`=0``````````` M````````!MJZ!>27/<`76+XIYFO\ELG"56;ZKBLK/"YRFP<9SS2TZ=O'&R^^ MK<9#3:?P_2KCI(1J6L)HU;6'V,UO6`E`X/.8;9\-B]BUW*6&;P.;L+7*8?,8 MNZHWN.R>.O:,EQ:7ME=V\\]&XMKBC/":2>6,81A$!RH```````,3.[/=OKMX M^>O>X]ENS>ZT]0X]U.G+:V5E9R6]]M^][5>4;BI@]`X]UZM=V4^R[IL,]M/" MVMH5:5&C2IU;JZK6UE;W-S1`J4?,)YI^RWENY?K9+<[_`"''76O37/"O7 M+#96O/K6M6\OUFSLMPWB>C&C;[ORI>XNXGDN,I7I_"LI*]:WQ]*VMZM66L!I MH```````````````````!L)\;_DU[3>+OG:QYKZV[C6MK'(5L99\H\3YRXN[ MKC+F+5L?W?`4ZTE.:ZM:=S<0QN6M_A93$5+BK-:UI):M>G5`MQ_%[Y M3.M/E:Z_6_-G`>4K8?8\#6M,+R]PSLEY93\@\0[94UW.4 M[:K7PN:MY(6>4MZ<\(0HW=O>6EJ!LH`````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````%<%\T#Y^;OFW8MS\;73+=)J/">JY*K@NSW,.JY::6;F':L;5NK;*\-:I ME,93SB";@3G[,XO%=X^%M M;MZVT0FFL\?2Y^T.P^JV$.7];QEI9V%A8[!8W-Q1M]EQ=K+&E;W56E>V\LEM M=_5K,"3:``````,!>^W=?"=2./9+?"_4UQM"2?ZO=;C ML=O)6IUI<+C9O=+;T_HFOKR6%*7TIRUZE("(KLVS;!N6P9C:]KS&0V#9-@R% MSE0C0P.6O:GNAQAL&4NXU)K MR6M/]-/3UYIK^E&/LM*]2-W)[81N85@)1=.I3K4Z=6E4DJTJLDM2E5IS2 MSTZE.>6$TE2G/+&,L\D\L81A&$?2,`']@````/&.P_8/B+JIPIR/V%YXW''Z M%Q-Q5K=WM&X[-D85*DMI8VT:=&VLK"RMY:EYELYF/L;>2II4EEB!3U^9/R\T[@?CZZS>#ZY\+QJT?J^BZ??75&%;. M[)&TJUK;+\E;E2L+>XS5Y"I5ITYY*=I;30M+:C`!J"`````````````````` M````&,W1H9S#RS87=-*S$UQ5TSE/0+^XMJV?T'=;" MWJ4I[C$Y/ZK3JT*].,MUCKZC1N[>>2O1DF`7'WC\[Y\$^2'J_H7:3K_EJU?6 M-LHU,=LNJ96I;0VSC3?<72M_Y3\>;G:6M6K2M<]@*]S)&$\D8T+VSK4+RWFG MM[BE/,!FJ``````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````")C\TCYGKSHEP-;]-^N^ MTS8WM?V7U6^GV'9L'DIK7.\&<&WU6YP^3VJRN;2K+>8K>N1;BWNL5@JTGMJV M5M0O[^G/1N*%C/4`JU0````````````````````````'MG7'L/RWU/YQXT[% M<%;9>:5RMQ-M%CM>H9^T]9Y*=Y:1FI7>,REG&:6EE=?SV.K5K')657UH7MC< M5:%2$9*DT`%SUXM/(KQ;Y0NG/'/:/C>2WPN7RE.IJO+G'<+R%[?<6\NX&VM( M[=IEU7C+)5N>2E4J3TJ8&Q(```'D?.O,^G]?N*] MMY7WBY^%A=7Q\:U&RISRRWV=S%Q-"VPVO8R6,L_OR&8R%22C)'VQDI2S35:G MMI4YYI0(6?-_,V[<_P#)VT\J;]??6\]LU]-6DM:4U2&.P>*H^M+$Z]AJ-2:> M-MB8#R<````````````````````````!))\2 MOOL-==..`-M^L]1>M&V7UGF-SB,YN4UW0J1MLOH_'\\]SBM=C2]UM=U9[W)2U+BC1M\%S-KN.M:=>M/MW&4U]6K3T:5.I/E,/6O++V?'J6M>V`N!] M>V'`[;@,'M>K9G%['K&S8?&;#KFPX._MLIA<]@6>6:,L81`,NF/6KFCM+S%D)L?QWPGHN5W3.RT9Z4E_F+BVA3L]?U3"PKS24*NQ;GLM[ M9XC&TYYI9*M_>T9)II831C`"DL[E]L>5>\G9[F3M7S3D?KW(',FX7FR7]K1K MW%?&ZWAZ=*CB]4TK`1NIIZ]+6](U:PL\3CY)XQGEM+.G[HQG]TT0,8P````` M````````````````````!(\^6=\I];QW=[,+QYR3LTV+ZN=LK[7^+^59,C=P MI8+2=VJWE6TXLY:K1K326^.HZ]G,I/CLM```` MBU^6;M1/R]S##A;5,E-5X]X:OKNQROU:M/&TV#DJ$)[7/WE:2'LDJT]4D]V+ MM_=+&-.XA>3R3325I?0#4F``````````````````````````.U:-NNR\<;CK M.^Z=DZV'VC439,7++F\3)4^)/K^T6$T;+8\%5C-_&QEQ M^5HU(49YX2QKVT:5:$(2U)0'N0``C5?,]>4N^\>G1:MQCQ1L53"]FNWO\H., M^.\CC;R>VS6@<=V=I:2\M\GV56VJT;RQRF/P^8M\-B*].>E6M\KF*=Y2FFC8 MU)(@5+@```````````````````````````+*+Y/_`,IUYSGP=M'CBYDV2:_Y M+ZW87^5W7[(Y:^FJY#9NO]Q?6]CE-(I3W=:I7N[KA[8\A1DM)83>DN!RMK;4 M:4E'&3S1`FK````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````*_7YT+R&WD^0X3\:?'V< MEIX^A:X[L/V)DQ]U-&I=7M>ID<3PSH>4^![/AT;&WI9'8;RRK1J2UIKC#7,) M9(T9)I@("(````````````````````````````"X7^7)\@]?R#>,GB?8-RSE M3,\X=?ZD>O'-5>]N9*^5S&:T7&XZ;2]XO9IJD;R\J;QQW?8RZN[RK))"XS4F M0DE]WPHS1`WP@,5>Z?/M/K;USW_D>VN:-#:)K&&LZ%2JPI3QN-WV*2K9X6I3 MMZTTLEW+AY(5LE6I>OK/;650!"ON+BXO+BO=W=>M=75U6JW%SO<7%Q7 MGFJUJ]>M5FFJ5JU:I-&::::,9IIHQC&/J`_$```````````````````````` M```&ZGPU]B*FH\G['UZS]_&37N3K:YV/3J=:::-*SW[7[#XN0M:,(QEIT8;) MJMG4C4FFC&,U;&6].6'NJ1]0)*X#^9YY:=GR%5_)'Y'^;>:,'F*F2X:TC(3<+=?*5.\K76-C MQ-QY?Y"QQ^S8Z2>>-.C3Y(V"XR&RS2RRRQIPRTM*;U^%"(#3P``````````` M````````````````#+OH3V\W?H;W#Z_=M=`GO*F8X8Y$P^QY7#65U+9S;?H] MS&IAN1-$N+B>6>2C9[SHF3R.)JSQEC&E+=_$E])Y98P`O`N+>2]+YGXSX\Y@ MXXS5OLG'O*FCZIR-HVP6D?\`HV;U#=<%8[)KF6H?3&,*>0Q&2HU80C],/=Z1 M^D!WL``````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````$US6L/D]@S^ M9R-:6WQ^(PF&LJ^1RN3OKB?["A9V%C;5*M6>/T2R21C'^`!1R^07MILO>GNI MV2[8;/4NOC\S\I;#L6OV%Y-[JVOZ#9U9,#QKJD8_P32ZGQ]B<9C83?PS_5?= M'[*:(##D````````````````````````````!+6^3U[H5>!/(WL75_/Y7ZIH M?<_CN^U^RM:]::E9R:G-L^+IRQ]DUQ=Y"VIPFC/ M[))@+2(!&Y\U'--3.\E\><%XR[FCC-"P<^Z;-0ISR_"J[1M<(V^'M[JG],T+ MC#:W9_&I1^B'LRTW\/T>@&D4````````````````````````````!W'CS>,Y MQGO>G$(5)L9L&,MLK9?%EA&/L MK0M[J6$\O\,LT(PC],`&FWYB3N?<=(O$[V6WC7\K-B>2.7\3:]:^*KFE7GM+ MRCMG,U&_PN=R>+O*-:C:U;C"TV'-6-6E[IY+S&TX^D(>LTH%.&``````` M```````````````````````+3WY03N?<=B?&IE>N^SY6;(;UTLY&N]!MI:]> M>ZOI^'N28Y+>^+KN]KUJU2K"6RS,-DPEI2A++2H8[!V].2,82QA*!*[````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````&C/YD'LQ5ZP>'7M[G<9?366T\NZKB^N6JPDJ4Z5 M2YKVTW<*5*I/-"I)6MN+[K/7,D:<)JD)K>'I[?IGD`ITP``````````` M``````````````````![QU;YWV+J[V3X$['ZG\2;8>"^8..^5\9;TYH2PR%; M1=KQ>Q5,37A--)3JV>8M\?/:UZ<\?95HUII)OL9H@+V36=CPVXZWK^W:Y>T\ MGKVTX/$['@LC1A-"ED,-G+"WR>+O:4)X2S0IW5C=25)?6$(^DP"$OVEY.GYD M[%)/DVIOW4+!X&\N)J^1XKVS M9-"J35JOQ+B?&35;;:\)/&6,?=):VV/V:%E0_P#AA)9^V'_-B`B!?.Y]F:V0 MY(Z6=.\5DYI+/5]-W;L=O&)I5??1O,AN>8FXVXUNKJG",84KK"V6E[1"G"/V M4:>3C&,/2,L8@0/``````````````````````````````!+"^3N[+5.(/*5E MN#&M)PNF8B>YMY81C"C['Q[+":I/-&O&K/&-7^-]X". M>```````````````````````````````#?+X/=SGH['SYQY5JSST\EA-,W.P MHQ_^70GPM_F,'EZLOI#_`)]W+G[&$WK'^"A#T_Y?4"!%\S]S7<:7M?))= MS76"XCDXRX4UN2:6>6-E;Z1QMK-?:+2'Q*=.,98->XEJ:)SGR-Q3CI*T(TI)K;:N7 M="WK(4+.I1K5IJEO&UY'O*DT:DM'W5/B2>V,/2:<#'`````````````````` M``````````````&UGPXYJ?%]O+BQDC&$NQ\3;IA:L(0I>DTE#):QL,(1^)+& M>$/BX&6/V$83>L/X?;[H1`KE?)]N];DCR2=_-ZJU:=639NYG9?)V7P;FA>T* M.)JRM)+++5E])H0A"/H`[.`````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```JV_G-65S"C"CKG2GB'#8^-*2:6>:TK\J<\[#/&XFC/-"I6^O MYVO"$T(2P^'"6'IZPC&($2L```````````````````````````````$]#P.9 M>YI?+N]H[.K/5N:5QY*LKB+:%6O4FDQ]M+P_U5SLTEK3F]TLE*>\H5)HR2^V M7WUYY_\`G1CZ@=H```````````````````````````````!L@\3W^=OCC^;_ M`")]P^<`5L_;+_-/V7_.`YE_"+L8#'\````````````````````````````` M``%[SU/_`,K/6K^X#AO\'6N`/?P````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````%8E\ZOK]6 MR\FW7O8Y+:UHV>>Z-:%81K484Y+B[RF!YX[#S7M6[EDEA//-3QV7LJ,8 MS22>R'T4X0`0]````````````````````````````````6#'@ITJOB?EMNQN M=IT[NG3V;O%FMUK37L99:-Q0MY>M''4*F']E"G&>TEN=?DDF]TT\?CR5_LO2 M$))0.O@```````````````````````````````V:^(W%U,AW0U6[D^+[<)I6 M_92K\.E-4DA3JX*?"P^//#Z*%+XN7E])X_1&?VR_PS0`5N7=[7KK4>Z/;S4[ MZ;WWVL=H.?M>O)_A5*'ONL+ROMF-N)O@5H0K4?=6MHQ]D\(32_P1^D!B^``` M````````````````````````````"^7Z\8"XU3@#@W5[NK+6NM;X>XSP%S6D MISTI*UQA]*PF.K59:57^,IRU*EO&,)9OLH0CZ1^D!["````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````KW/GAN+*]ON?CYYLMK3WVV8UCGSBS-7\OLA]5KZWE>-=MUBTK>LT M*D_U^GM67GI>V$TLOU:I[HRQFE]P$"H````````````````````````````` M``%J3X;.!*^N_+':/AJ]G+)F]]XTYXYVR5.A+)_TF67F7=MSUFO",U*UJUJU M72-4Q<9H3?$G]\(R4XSRPIPB!JN```````````````````````````````!N M<\)VK3W_`#]RCN$U+WV^M<3SX:6>,L8RT;_:=KP%Q;5(30AZ0J366M74D/6/ MTRS3?1'^&`%>QYX^*ZW#OF)\AVI5K6M:3Y?LCN'*DM*O+<2SST>=*./YMM[J M6%U4JU8T;VAR%+6IQA&%.-.I+&G"6G&66`&I(``````````````````````` M```````>V=:>*[CG7L;P!PC:6]2[N^8^;.*N*[6UI4[FM5N;CD+>L#J-&WI4 M;*O:WE6I6J9>$LLM&K3JS1CZ2S2S>D8`7Q@````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`BH?.%]?:W+/B>H\KXVQFKY/K'V"XRY&R%W2E]]>AIV[29GAO-6OM]D\WU6M ML7(.%N*L9?2,OU26:,?;+-Z@56P``````````````````````````````^S' M8^^R^0L<5B[2XR&2R=Y;8_'6%I2GKW5[?7M:2VM+2VH4X35*UQ>IZQC4GJQFC&,8^H"&/MVM9'3-KV?3\O)&GEM4V'-:UDZ M<98R1IY'!9*YQ=[)&2,9HR1EN;6:'IZQ]`'7@``````````````````````` M``````!)6\)O'M3#<,]^Q^NV4T\OI/<8K0\/&M)=TY_IA&WGR MNWW=&'_+\2WF]8>GI&($([YRCKY4XS\GVD-,_84YI?7X_VOT?%:O5C/&/N];KV^D)998S`1(@`````````````` M```````````````!O=^6IZ^UNPOF8Z?V%:QFN]?XBV'9>P6S5Y9(3PQE'B#5 MHWT\L9)Y?;4Y.A@;;UC[?;&XA-"/K"$(@7#8```````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````Q<[M]:L)W&ZA=DNKF?GM[>SYTX;WOCRSR-U)+4IX+8LY@;NEJ6SRRS M4J\OUC5MIEL\C1C&2>$*MK+'VQ]/0!1D;5J^P:1L^QZ7MF*NL%M.HY[,:OLN M$OI99+W#[!@,A<8K,XJ\EDFGDENL?D;2I1J0A-&$)Y(^D8@.!``````````` M``````````````````;I?E[^HM;N5Y:NIFB7F.FO](XPW:EV+Y+FGM87EA1U M#@VI0W:RLLQ;S0FDGQ.V[S9X;`5O=]C'[;0A'^'T`7*8"(]Y4^(Y^+^W6X9> MVMHT,%ROCL9R3BII8>M.-]DY:F+VFG-5A]C&YGVC$W5U-)]$TE.ZI^L/2:$T MP&N```````````````````````````````3:^GG$M3@_K/P[QO=V\+7+X?4+ M3([)0]LT)Z6T[-6K[/LMO4FG]*E2-GFLQ6HRS3>D?93EA"$L(0E@!&E^0A5GFA"66,TH%7L``````````````````````````````+`/Y)+J3 M6I4NXG>;8,+-3IW4NL=7^+LU4I^V-:G2J6/)W,]"C&I+[IJ/QY-*EDJ4X^V, M\E:2,8QDC"`$_4`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````%3+\U7T/J]0/)_N7*^M M87[7\1]T\?<\_:K<6ME-;XRVY*K75'&\[:_"Y]DE&[S$^\U9=DN820_BJ&TV MTLWK'Z8@1H0````````````````````````````%D)\F!T.K\<=>N;_(%NF& M^K;!V&S$>'.&KFYDD^L2<0\;9F>OOF6:<";H`U(>8+@BIR/U]QG*V&LXW&Q<)Y>ID;[X-&:I<5]&V>>RQFQ2PEI M0^)/#%Y*A87LTTWK)0M:-S/]$(S1`1;@```````````````````````````` M&;_CRX'J\^=H]`PUY91NM2TJ[DY%W::>2>:VCA=6N;:YLL;7C++[9I,[L%2S MLIY(S231HUJDTL?L`$R$!XAV7X$TKM-UZYLZW\C4?C:1SEQ?NO%^QU)*%.XN M;"PW+`7V$^W..DJ320IYC!5[N2]LJL)I)Z-W;TZDDTLTL)H`4;78?@K?NL7. MW+W7?E+'?:OD/A;D3;.-MMM9(5/JT^8U/,W>(KW^-JU9*L M0%V9XD>DEKX]/'GUFZMU;6WH[EIVAV^PPH0]):N>ML;&>:6G)/$!3Y3R3TYYJ=26:2>2::2>2>6,L\D\ ML8RS2S2S0A&6:6,/2,(_3"(#^0`````````````````````````!E1TDZD\E M]ZNUG!_4_B6TJ5=QYFWC':U#)?5JEW::IK=&6KE=UWK+T: M\A+&$\UO9SRR>L\TLL0+N_KYP5QUUBX.XFZ\\2X>7!<;<,Z#K/'>G8[^+FN) M<-K&+M\;0O,E7ITZ4+[-96>C-=7UU-+\2[O*U6M/&,\\T8@>P@.+SF%Q.RX7 M,:YGK"WRN#S^+R&%S.,NY/B6N1Q.5M*UCD;"YD]8>^WO+.O/3GAZP]99H@(3 M7:G@3,]:^<]XXIR6A4EEEI5:\]E_$77 ML]9*=[0K4_7UDB`QX```````````````````````````!*Y\4W6:IPCP)#D+ M9;*-OOW-L,;LUU2KTIJ=SA])MJ%:;3,1/+4A[Z5>\H7U;)5_3VQC]M6X>UJ ME)5]DUU_(^YLKC:[FI1C/"UN<3CZ5>7X=_)[@+5(```````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````57_P`T]XB+CH_VJK]O>%M5FM.K';79LKFLA:X>QGIX7B+L#?1N MDSTZ%*-EB-=W^$*^?U^G":G3EF^V5E0HTK?'4?>!%'`````````````` M````````````%G)\IAXC+[JEP#D>_G.^K5,5SUVBU>UQ_$N`S5C/0S'&_7.Z MN;3,V.4K4Z_MFLLYS3?V=IE9I(R1GHX*TQWI/)/=7="4"8H```#6%Y/>H=3L M3Q'+OFDXR-WRWQ/:7N2Q-M:TI(WFV:A-_P!*V#5H>V6%:YO[66G&^QM.$9YI MKB2K0IR>Z[C-`")X``````````````````````````-B7CAZBU^S?,UMF-FQ M]2IQ%QE=8_/;M5K4XPM-AR$M6-?!Z/3J1]/B?;FM;QJ7WL^FGCZ52'NIU*U& M:($NR222G)+3IRRR222RR2222PEDDDEA"666666$(2RRPAZ0A#Z(0`?T``/! M.T?6SBKN%UYY=ZQ\W83^4'%_-&EY/3-ILZ?U>6_LZ=Y"GU_*G5+FO'U)-AT',3U= M9VBC:5[;!9.K7K:7R1JT];W0KX/:<53A/&2$\\]E>T[BRKQEN;:O)(!A M@`````````````````````````]:X'X-Y0[+\R\:\!<+:K?;KRGRUMV(TK2= M:L(0A4R&9S%Q"C)4NKB?TH8[$XZA">ZOKRM&2VL;*C5N*T\E*G/-`"Z5\7'C M\X\\972SB7JEH+2T^JU>2N8MFI6MQO>[7/OI4KJ>UKW5O M2L,7)7]U>TP>/L;6::;X$(Q`V$@````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````#&[M MUU0X7[O]=.4>K_8#6Y=FXQY6UVMA,O2HQH4:[&MD+&VK7&8^E7EEH7W'.J7,M*ZVNYC"I1NH?"Q%.2I-=7M;' M@6IE*E2H4J5"A2IT:%&G)2HT:4DM.E2I4Y824Z5*G)"$E.G3DA"$LL(0A"$/ M2`#]`````$:#RF]&*W&6QY'L;Q5AIX\<;9D9KCD/!XZA&:EHVV9*XC-/G*%& MGZQMM6VB[K>L80E^%8Y":-.$TM.XMZ5,#2\```````````````````````#U MO@[A3>^P?)FN<6<>8Z%[GM@N8?&NJ\9Z>,P.(H321RFQ9NYDDGC:XC$6TWQ* MLT)9JE2/MI4I*E:I3IS`3->NW`>D]:^*=C[[/$4?K&9S5:A3HY':=CN MI*?VWV/*0DFJ>EUD*U.$)*?OGEM[>2G0DC[*2AB,Y&2>:M;VEUD)J@%1QM^H[1H&U[+HN[X#+:IN6FY[+:OM>L9ZQKXS-Z M]L>!OZ^+S6$R^.NI*=S8Y+&9&UJ4:U*I+">G4DC+&'K`!UT````````````` M`````````?U))/4GEITY9IYYYI9))))8S3SSS1A++++++",9IIHQ](0A],8@ M+0+Y7[P:5^C_`!G;=Y>TVH?4NV_-.KPH\<:3G[62.4Z\<09ZA+5^%>V=6G&; M#\L++K]Y6^M.:X2Y?QUK@]^P=KE\SP1S78XZE=;9P[R#=64M* MURMG&%2VKYG3CL&"GK4[?+6=.7VST+RA97EJ!4#]Z^AO93QS]@-CZX M]H-(J:GNF'IRY3`9JPJSY+2N1=/NZ]>AB-[X]V/X%"AL&KY:-M/+";V4KJSN M:=6TO*%M>4*]O3`PW`````````````````````;_`/P:>"?F3RRZEJW$]G8W@%MAP[P]QEU_XNT7A;AG2L#QWQ=QKKMAJVE:9K5C3Q^'P>&Q\ MD84Z-&C3A[J]UXC,XC)6]*[Q^3Q>1MZEI?X^^M:TL]&YM+RUK34ZDDT(RS2 M31A&'H`BK^0?Q\9GK-F;KDKC6UO\WP1F[^$(1C&M>Y'C7(WM;VT,#GJ\WOK7 M&`N*T\*>.R-2,8QC&6VN9OC_``JMT!JZ`````````````````````>A\5\5; MYS3O6"XYXWP%WL>U[!>::M5])II:=,#,T```````$1?YC+Y>'']^@T*E&PP_9S6M>Q\EM9VDD]:>E98GF3!XJTDH8N]GFIV^ M8MZ4EC>32S2VMS0`K`\Y@\UK.:S&M[)A\IKVQ:]E,A@\_@,YC[O$YK!YK$W= M:PRN'S&*OZ-O?8W*8V^MZE&XMZU.2K1JR323RPFA&$`.+``````````````` M``````6$?RV7RX=QJ=QQWY%?(!I-:UVNUK8C>.K_`%QVBRGH7&K7%">CD];Y MIY;P]U)+4H[/1J2TKO7,#7EA-C9H4[^]D^M_5Z%H!/5````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````!KT\D7C)ZM>4;@B^X3[(ZC3K7V.IY&]XOY9P-O96W) MO#NT7U"E3FS^D9ZO;UIY+.]GM:$,GBKB%7&9:E0IRW-&:>C0JT0*HWRN^%OM MWXG.2:N+Y9UZXW[@C8,I6M>+NRNFXB]FX[W"C-[JMIA]BA":]GX\Y`EMI9HU ML)DJL)ZL:56I8UKZUIQN(@:A``````````````````!+B\'_`,L!S'W@N]2[ M*=X,7MG`_4*;ZCL&M:-=6]WKO,78K&UZ4+K'382VN84M4C/7NKFK4K5IZE6I//,!Z(`````````X[ M+XC%;!B\AA,[C+#,X;*VE>PRF)REI0O\=D;&YIS4KBTO;*ZIU;>ZMJ].:,L\ MD\LTLT(^D8`(W_>/Q5;!Q]5S'*?6K&W^T:#"%7(9WC.C-7R.UZ?3A"-2XN=: MA/-5O-IUZG],?J\/B9*UE]/HN*<)ZE(#2C&$98QEFA&6:6,832QA&$81A'TC M",(_3",(@/\``````````````````&2W6GJ?S!VHVV37>-\'-+AK.XI2;1O. M6DK6VI:I;3PA/&?(W\M.>:ZR%2G'UHV-M+5NJT8PC[):<)ZD@$K[JCU!XMZE MZ7]H-*M9LKM67M[6.Z\@92C2AGMIO:'OJ0IPED]U/$X&TK59_JEA1FC)2D]( MU)ZU>,]><#*P``````````1DO.=\N7PUY/;'-]@N"*^O\(]X\?AY9([7<4J] MKQYSU1Q5G2M\/KO+]KCZ-S5QNP6=I;2VMAM-G;5;ZC;^RWOJ5];4;26R`J[N MRW5_G[IYR_L_`W9?BS:N(.5M1K>W*ZKM5G)2GN+*I6KT;+/:_E;2K=83:M5R MT;6I-8Y;&7-WC;ZG+&>A7J2_2`\%`````````````````=ZXSXPY%YHW[5>* M^)-'VKDKDG>,M1P6GZ+I.#R.R;3LF6KRSU*=CB,+BJ%S?7M:6C2GJ3^R2,*= M*2>I/&626::`%DAX(OE=]0ZBWFE=N/(/B==Y'[08V:TV/CG@N2YLMDXSX!R\ MDU*YQV>V:]M*USA.2>6L/&'\3-3C,#C=EU?8<7<0A\2SRN&RUO=6-W3A-+">2,TGNIU)99Y(RSRPC`"!SY5?D MZ[J:ZV'F7Q6['1GH5YKC)7_4GE'99:$UM/[98QM.'.6=BNOA5*-2;_Y>+VNY MD^''WS0S$TL:=M(!!>YJX+YEZXN'^3-9K1I9K2>0]:RNK;!:2 M35*M.WO9+'*VUM/>XF_A1FGM+VA\6TO*/I4H5*E.:6:('E(````````````# M/?HKXQ^[7D>W>GIO5#@W:-ZQ]MD*-AM')>0MJNN\0Z%&I+)5J5=TY(RE*EKF M+N*5I/&O)84JEQEKJG+'ZK:5YH>V(%BQXDOE8>IW1&YUCFKM--#ASLI/DMQUGX/%7+EQ+7N*FT82PISZ_M-[-&-6 M$=TUVC-;T[NZN*D9H39&UFHWL(U/?6^M0DDI`(X?83I[S[UER-:ER;I%Y3US MZU&VQV_8"%3-:-EO=4^';S4<[;T988VXNXP]:=ID*=G>S0A&/P?3Z0&,(``` M`````````#GM9U;9MUSF/UG3]?S6T[%E:T+?&8+7L9>YC+W]:,(Q^':8_'T; MBZKS0EA&,?;+'TA",8_1`!NQZI^'C9L_5QNY]HK^?5<'ZT;NAQ9KU_1K[/DY M(3_$A1VK8;*I6L==M*U.6'OM[&>XO9I*D835K.K)&$0)`.A\?Z3Q?JV+TGCW M6,/J&JX6C\''83"6=.SM*/KZ1JUZOM]:MW?74\/?7N:TU2XN*L8SU)YYXQFB M!W`````````````!@EWV\;/3[R5<53<4]L.*,;N=M82W-72]]Q,U/`>]$Q=*;X\EMNO%%A-=7>VT;2WJ0D^VFKQR$ M*\*%6XN;#&4XR21`BUW=I=6%UW M7+Z=<=6.MF3^J7]QSAS9@LGC;_8<'7J48S7'%'%U2;&[;R#<7-I5C6M+NM'$ MZ]<2230^VLM3VTYP+)#QD>&OI-XJ]*CC.OVA_;[EC-XNWL>0>P_(-.QSO+>Y MS0IT8WMC;9>%M2M=(T^XNJ,M27"8:G:64T:=*>Y^M7,D;F8#:T`````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````,8NTO2[JGW9T.IQKVLX&XYYPU+VU MOJ%ONF"IU\UKU>XDC2K7^G;=83V.WZ3EIZ4T9?KF(O[*[A+&,(5(0C&`"'YW M6^2IX?VVYR^V=".S&HNXG+'UEC#^& M$0'60````'M7#?6WL/V*RTN!X!X(YBYNS,UU+91QG$W&NY;XGMA)3C[IHPE^D!OXZH?*=>6WL;5QN4Y%X^T/J9I-Y4MJ MM7.<];I91VFKC9YIX7=7'<:\>2[KMUOE+>$D826F;IX*%6:,O\;+)&-2`$LO MHU\H'X[.M]QAMO[-[!NW=CD/'34+F?';C2AQMPA0OK>>>K1KVW%VJY6_SN9E MEC/"6M0SFQY;'74M.7W6.M&UNU^HZ[I>B M:WAM1U/`V4)YZD+/"ZYK]EC\/B[7XE2:;X="C3D]TT8^GK$!VX`````````` M``````!\>0QV/R]C=XO*V-GD\;D+>K:7^.R%M1O;&]M:\D:=>VN[2YDJ6]S; MUJ_JT;2WHTX2P]*.,NL73_AC&$8Q]0&I+EKQ$]J^/ZEQ=:7::QS!A*< M)JE.OJ>7H8?/24)9O;ZW>N[14Q$81EC M&$81`>>@````/LQ^.R&6O;?&XJQO,GD+RI"C:6&/MJUY>W56,(QA2M[6VDJ5 MZ]2,(1C[998Q^@!F!QCX^^WO*U2VGP7"VT8'&7/I-'-[]2I:'C:5":7UENI: M>SSX[*7UO/\`1[8VEM<330C",(1E]8P`VA\*>$ZPMY[3*=@N4I\C&6-.I6T_ MB^C/:VDTTONF^#=;CL-C];KT*D?;+4DH8NWG]L)H25H1C":4#<7P[UYX6X!Q M$V'XBX[UW3*5:C)0OLC8VLUUL.7ITY_B22YK9LE4O-@S$M.I&,TDMS^WA'\;GDVVH;38YVRM_P"&2A+-]("'-W(^ M2L[&:;%+'X_<,%:9_0-NR$L? M9&:O=TM7H1EC-Z2PC+++.!&C[*>(#R<]1I\E5YYZ2<_:O@L3-6AD=WU_2KOD MOC6TA1C-ZSW')G&$^XZ#0EJRRQGI^_(RQJ22S32PC"6;T`UP3R3TYYJ=26:2 M>2::2>2>6,L\D\L8RS2S2S0A&6:6,/2,(_3"(#^0````&0+MS/95. MN/3SL%RGA[^:22AN.%XVV&PXZDGJ1A"E+>4[C&9SM_S!Q3U4U6>M;5,AJ>LUZ?.O+D:,D\*EY9 M3VNL9+$\6XJ:YH^E.C>4MEROPJDT9YK6>62$E4"8/T&^76\7OC^N<-MNF\*_ MUXI;7=MS3V.KX[DO:L9DK:,E:A?ZCK4^*Q?&VCWEE=PGGMKW%X6AEJ)=*OJMO&6M&,:,]2:E--"6:,L9I98P`[ M!A?EQO"?@*UA7L>@W&]>?'4Y*5O+FMUYEV6C4EDH1MX1O[?8^2LK;Y6I&G'U MC/=2UIYI_LXQC/\`9`,L.,O$WXQ>':MK=\<]`>H>`REC]6^IYZKP%QMG-GMI MK2:C4H3T=IV+7LML5.I+6MZ=2,T+KW3U9)9YHQGA"8!GIB,-B-?QEGAZM+E)H0EFE](Y6 MAC*61A+Z3QCZ0J^GKZ1_AA",`/'[SQS=*+^M/7K\`ZO)/4EA+-+9Y7;L=1A" M66$D(R6^/V*UH4IO2'TQEEA&,?IC'U^D!Q%CXR^CF.A4EM^!\=4A5C+&;Z]N MO)F4C",D)H0^'-D]TNYJ,(^[Z821EA-]'KZ^D`'H.!Z+]/\`6XR1Q_77BVXC M3EIRR_;[6K;:H1A2DJ22QGEVB.8A4FC"K'W1F]8SQA",T8QEEC`#(;6=(TO2 M[?ZIIVH:OJ=I&7V1M=9P&)P-O[(QEFC+\'%VEK3]L9I81]/3T]80`=H````` M`````````````````````&/'+?43J=S]/4J<[]8.O'-=2M\+XT_+?"O&W(\] M7X-?ZU1^)-N.M9F:?X5U_&2^OK[:GV4/I^D!@%N/@!\-6\SQJ9KQ\<"V4T:U M"OZ:=C]DX[D]]O;U+:G+"EQ_L6LTX49J=2,9Z?I\.K4]*D\LT\LLT`/);CY9 M?PN?6$WV7Q+6?WQ M](S>L80`>E:K\O=X8=-O(WV(\?G"MY6FK6M>,FU5MYWNS]]G-5FHRPQ^[[?L M-A+1GC6C\6G"E"G7A"6%26>$LOH!G+Q'T.Z0\!5+6XX0Z>]8.([ZS^'-1RG' M/`_%^GYF-:G:T[&%Y<9K!:O8Y6\R%2UI2R5+FM6J5ZL(?9SS1]8@,KP````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````!A1NWDJ\E&@;YIV8OM>V[2=V[ M4\%ZKMVK9_&5YK;)8/8];SN]V&9P>8Q]S)-3KVUU1I5J4\(RSRPC#T`=7_U8 MO%E^TLZ`?ID==?QC`,J^'N=.$NP^GPY#X`YBXKYRT";*7V#AO/#W(6I1]\X\KYC?.PM'+5M&V_8-2JY2E9Z M_P`33V=+(U,!DXJ1IRU8S0DC4FC+Z>Z/J!`'_P`67:?\I?L!]^7D M7^D8#97X;>RW8W9?*SX]]?V/G_FS8,#F>V?"V.R^$S?*N]97$97'W6YXRE-JUN:.-+6K5Q^6Q=Q:W]G4JV MU>>G--3J2QFISS2Q^B,8`*BG_%EVG_*7[`??EY%_I&`?XLNT_P"4OV`^_+R+ M_2,!=B]!\CD,OT5Z6Y;+7UYE,IE.IG7+(Y+)9&YK7N0R.0O>'M.N;R^OKRYG MJW%W>7=Q5FJ5:M2::>I/-&::,8QC$!EF`````````````KI/FK.A/9WJ3RO' MR!=:.9>>,5UJYTV2G8.^6IY9JM M&666-OC]AEN+?WTJ5]CK:4"'%_BR[3_E+]@/OR\B_P!(P#_%EVG_`"E^P'WY M>1?Z1@+27Y:[S&4?);U4EXBYFV6UN>Y767"XK`,V?X,U2%+-TY;N>6WI96TH2@24P````````````````````` M!#!^:Y\TU]U@XVE\=O6+>+K#=A.8\#;9;GS==4R]S89_AWAS)RTJ^-TVQR.. MFI5\3NW,%M&;XWMK2W-CK,)YHTX?;6SN*8%>+_BR[3_E+]@/OR\B_P!(P#_% MEVG_`"E^P'WY>1?Z1@+-CY8?QPNN,O- MPV"CPUP??3VN5PE6XU[8\G=T,9R)R9&E1R5]4GD^M8_$PL[.'U>M4R5&H!*@ M```````````````````!@3Y/.[NL^.WHOV&[99^;'W&6XXT>]H<;X#)1GC;[ M?R]LT9=2M(Y":A[JEMBZ=S<>GMHS>@%)#N6W[-R%M^ MU;]NN9O-CW'>-DSFW[;L.1FDGR&=V;9U:]6,LLL M(SSQ](0_@`=;`32?DW?(?2X:[.\E^/[D'/T['0^T=G7Y!X?IWL\M.TL.?]$P ML/MSA[>M/4HT+6IR1QCBZD)IJD9YJU[K=A;48?$N/2<"RO`````````````` M`````````!1_]INTW9VP[.]C;&Q[&\\65C9<\1?Z1@'^ M++M/^4OV`^_+R+_2,`_Q9=I_RE^P'WY>1?Z1@'^++M/^4OV`^_+R+_2,`_Q9 M=I_RE^P'WY>1?Z1@'^++M/\`E+]@/OR\B_TC`/\`%EVG_*7[`??EY%_I&`?X MLNT_Y2_8#[\O(O\`2,`_Q9=I_P`I?L!]^7D7^D8!_BR[3_E+]@/OR\B_TC`7 M"7@HV'/[9XAN@^Q[3G,QLNPY?@?$7>6SVP9.]S.9REU-FLY+-I/--&$(?2`VS````````````BW?-X[[O/'/BFU[8./=TVS1,]/VS MXAQT^;TW8\QJ^7GQ]SIG+%6XL9LEA+RQO)K.O4MZ1?Z1@'^++M/^4OV`^_+R+_2,`_Q9=I_RE^P'WY>1?Z1 M@'^++M/^4OV`^_+R+_2,`_Q9=I_RE^P'WY>1?Z1@'^++M/\`E+]@/OR\B_TC M`/\`%EVG_*7[`??EY%_I&`?XLNT_Y2_8#[\O(O\`2,`_Q9=I_P`I?L!]^7D7 M^D8!_BR[3_E+]@/OR\B_TC`/\67:?\I?L!]^7D7^D8!_BR[3_E+]@/OR\B_T MC`/\67:?\I?L!]^7D7^D8!_BR[3_`)2_8#[\O(O](P#_`!9=I_RE^P'WY>1? MZ1@'^++M/^4OV`^_+R+_`$C`/\67:?\`*7[`??EY%_I&`?XLNT_Y2_8#[\O( MO](P#_%EVG_*7[`??EY%_I&`W1_+P=B^P>Y>9KHQK.W\[6WO?J.4U_ M9.3]VSN$R5*CPKR9=4J60Q.4SEU87E.E+_LK\ M=O\`>!V.^YSB`!7A@-G_`(4OUN'CE_._X/\`NVQ8"ZY````````````````` M``!I!^9"_4E=]_[O^/OPW\7@*<4``7G/CV_R"]'OS0.M/X&-*`9?@``````` M`````/).>N"^+>S7#7)/`/-FIX_>.*N6=3RFF;MK.2DA&C?XC*4?9\:UKPA\ M?'9C%W4E.[L+VA&2YL+ZA1N*$\E:E)/*!3'^6/QK\G^++N-O_6S>H9+-:7-6 MK;=P9R7=V<+>VY0X@RU_=TM9V+W4:5.RI[%CH6T^.SEK1^PM,M:UY)/=0C1J MU`-:0#+_`*'=U^8_'IVHXI[7<'9'X.W<;9R2ME-=N[N[MM>Y#TK(0A:;AQSM MU*TFA/=:WMN&GJ6]2/I-4M*_PKNW]EU;4*D@%TMTN[>\.][^LO$W:C@K,_;7 MC[E;6Z&7H6EQ4H1S6J9^VGGL-IT;:+>WJ5*=EM&F[!;7&/OJFV]]D=TEQ^>WJY]^E< M#\:W5>K3J\FG-;XJSK0I33752VI M50*8_F[FCDSL9R[R-SKS)M>2W?E'E?;LSN^[[1E:L:EUE,[G+N>ZN8TJ4/2C M88VSEFEM[*SH2R6UE9TJ5O0DDHTI))0/+0$K#Y7_`,,,>_O86';3G_5);[I_ MUHVJRJ4L-F["2YPO.G-N.HVF:PG'L]M3YBWO!2R\>:_DK:G&>>G><>\992M?21C&6$_\`*Z,)I/=0 MDF`0A@`!Z1P[RUOO`O+'&W-O%N=N-9Y'XEWC6.1-'S]MZQJ8K:-1S%IG,-=3 M4_=++O`1^IM\>WYO^'_`-^9X!M^```````````!%"^W^07H]^:!UI_`QI0#+\```` M``````````:6?.AXFM1\L/3C-\?8VSP^+[+\34\QO?6'?,A&A9RX[=9[*C#+ M\>Y[+349Z]MH?*=ECZ-CD?2;X=K>T;#(S259K"2E.!3J[OI.W<:[GMG'>_ZY MF-.WK1-DS>G[EJ>PV-?&9[6=IUO)7.'S^`S..N9)+BQRF(REG5H5Z4\(34ZM M.,L?I@`ZN`E%?+&^9/\`T[NS4>MW.NUU+#IUVAV3%X[.7^6R/P<#PGS+=R6N M$U;EJ/UJ,;+%ZWGZ5*VPVU5O=;TY+"6TR%>K&GB84J@%K9)/+4EEGDFEGDGE MA/)/)&$TL\LT(1EFEFA&,)I9H1]81A]$8`/Z`````````````````=9W3<]4 MXYT_:N0-[V'$ZEI.CZ[F=MV_:<]>4<=A-K/&$LE.2,8_P`*=+SH>6/:_+#W*SO(>,N,^JG#5O-:7VVWT\W%C4O<%Q9QCAJM"KNG(NP22UK2G4M<'CZL) M+2UFKT)LGE*]K8TJDM:YIQ`71'4_JYP_TMZ[\5=8>!M>_DWQ=Q%J]MK>O6M: MI)<93)UXU:U_G-GV&^ITJ$N2VC;<]>7.2R5S"2G+7O;JK-+))+&624#(<``` M````````````````&-7<;M!H'2SJWSMVIY/N:-'3>#^.<_N]Y:5;J6RJ[#EK M2A"TU334 M^W'(O-'(FW/.6=1 MQFZZ/L-O[)ZDOP\AA^0V%AE^; M/&GR#G*,EMG9LCV'Z[29"ZGA6FS5I9X[$\S:'B_C_$A5EN\/8X[8;.RHQIRT M?J69N8RSS5IYI0+!8``````````````````````:7=G^7A\,VY;+L.W[-T7T M/+;)M>=O[C*9;(5:5KR70MJ52\O[JI4FEIR24Y8S>D MLL(>D`'!_NWOA*_((X_^^#S?^-``_=O?"5^01Q_]\'F_\:`!^[>^$K\@CC_[ MX/-_XT`#]V]\)7Y!''_WP>;_`,:`!^[>^$K\@CC_`.^#S?\`C0`/W;WPE?D$ M;_P`:`!^[>^$K\@CC_P"^#S?^-`!T[D3Y<_PL8;C_`'K+XSH?H-ID ML5IVSY+'W4F_\V3SVU[8X2^NK2XEDJ\FSTYIJ->E+-"$TL98QA],(P`4^P`` ML>OEVO"_XQ>X_BJX0Y\[+=3=1Y5Y>VC<>:L;GMURVW MI8ZSO.#P]*7'X?'T:$L:=M)--+)",T9IHQC$#>!^[>^$K\@CC_[X/-_XT`#] MV]\)7Y!''_WP>;_QH`'[M[X2OR"./_O@\W_C0`/W;WPE?D$-,'2UO1M M.Q]YE: MGF\!E(UK.SS=U)+)&O&E-"M&,TL8PEC`#6U^[>^$K\@CC_[X/-_XT`#]V]\) M7Y!''_WP>;_QH`'[M[X2OR"./_O@\W_C0`/W;WPE?D$$QFDTLI8X^O2W';=CMJ%.WOYHU(349*=2,?HC-&'T`(/P#,?QU M\;Z1S)Y!.BO$/)F`M]KXXY5[C]8N-^0-7N[B^M+79-(WGFS2-8VO`7-WC+JQ MR5M;YC`Y2XMYZEO7HUY):D8TYY)X0F@!:Y_NWOA*_((X_P#O@\W_`(T`#]V] M\)7Y!''_`-\'F_\`&@`?NWOA*_((X_\`O@\W_C0`/W;WPE?D$;_QH M`'[M[X2OR"./_O@\W_C0`/W;WPE?D$&R6OWUQ;V.P;]E\/<37&'R]S0C"O;5982U8QA"$T(1@!M<``` M```````````````````````````````````````````````````$$/YXO^RO MQV_W@=CON:;&PL[^:6G3LLA7F`KU``!9Z?*H>97_%YP72Z$]A MMN^N=F.N.KTX\6;%L%_[\QS1P)BHTK*PH3W5S4C4RV\<0TZE''7D/_TB\P4; M*[C"O5H9*X@!,$`````````````````5^'S^*;KKLU.:QL;C"Y[ MN/MN%NOB?6[^A&QV'3N`[.^H5(T86^.K?5LSL\)/=/\`6Y+''QJ4XT8Q6O:]BLEG<_GY' M)9&]KR4:%"C)/5K59Y9))8S1A`!;S_+V>'S#^*WJ1;WW(N(QMUV^Y_MP2R6MU0SZGC.$?&IQ]FZDMQEOJ'8?L33LY_; M3^U=M<7V)X6T>\K4XS2U?K>3MLIG[ZSJ>R:E&TP]Q#W0J0C`"ON`;:?")X_; MGR2>1K@C@#*8ZM=\483+1YK:VW#''-U8Y39<3=UJ$LTUE-OV2K6. ML6U>/K"A>9NE4C",LL8`)F/SC_CLM>2^K_$??CC76[6EM75BM8<330M))J5#&\8>$.0L'NV-H1K5*%KG<;:U9K/:-/RL]&,M:.!W?5 M;R]P^1DDC+/4L;ZK+",L8PC`"\)X!YOT#LMPAQ+V#XKR6\T8SVUU3J4IOLI(P`>N@`````` M`````````````````````````Z!RO_9;R5_,#&`V?\`A2_6X>.7\[_@_P"[;%@+KD```````````````````&D' MYD+]25WW_N_X^_#?Q>`IQ0`!><^/;_(+T>_-`ZT_@8TH!E^````````````` M``#B<]@<)M.#S6L;+B,;L&N;'BA5DFIU:4\TLT(PC&`"H)^8&\0&;\4_;J[DT3'9*^ZD<]W6;W+K MOLE>:XO/Y-24J]"XVOAC/Y"M+-/-GN.;O(TY+*K5J5:F1P5>SN9ZD]S]WQ=[F[ M>?7.5./8W]&^RW%?+."H6TFX:/E9JC6N*=]B[FK)1GR&%O;.[C3IQK M1IR`;!@`````````````!HW\]?EPUOQ1].LMLFLWV-R/:?FFCF-%ZUZA%74>+[*^IW4:K=9#*97)756 MO<5ZLTU2K5J3331C&,8@.#`3O_E(_#))N.=Q_E1[(ZE-/K.HY;)8WIWJ.PV$ M)K78-MQL]7&9_GZM97=*:C=8W3KZ%?&ZQ4FA-Z9NC=7\DM.K86%><"PY```` M`````````````````>;:\K9"CJFL^ZGC-(T>PO*_\;7Q>C:9C[#$6LTT(1FH67-3O;',6/O\`IFL[ZE-_R@,90%CY\F7Y"_ZQN".7/'1OV=^-M?`5Y>\.;SFY*7(.M8NVGC[I+/0>3LI3R$T81C&?^5OMA"$M`!-\```` M```````````````````````````!T#E?^RWDK^8&X_<[D0%",``+;OY4#]25 MUQ_G_P!B/PX[P`D>@```````````````````````````````````A!_.\_Y6 M.C_YP'(7X.J`"N#`9_\`B=_6F^-/\_\`Z;_^8KCD!=\@```````````````` M`````````````````````````````````````````````````""'\\7_`&5^ M.W^\#L=]SG$`"O#`;/\`PI?K2WQ^<1>3/J%R9U6Y;I4[&79;.&=XWWJE:4KO+\6\KX.WNI])Y M`P\L_MJ3_:R\N)[?(6U.I1CD,U2TNH2TZ-]AMAPEW-)3AD]9VO`WEKD\7>2PA)=X^[HU MI?HG@`\!`;Y/E_/+OF?%1W#L+W>6 M:6,81A$!RP```````````/'NP7/7%75WA/DWL+S?M=CI/%/$6HY7=-UV._FE M]MIB\92A&2SL+;W2ULKGLU?5*5CC;"A">ZR.1N:-K0DGK5:>\Q.O7-2.I<,<YF]NJTDM.E-2I4P-<@#<[X./$WN?EC[BX3CBZHY;"]<>+)L5O79KD& MPEGH38C2/K=6&+T3`W\?;1I;URA?6-3'8[TFFJ6=K)>9'X=:2PGHS@7%^AZ+ MIW%^DZCQOQWK6'TW0M"UO"Z?IFI:_94L=@]:UC7T+#9"XM*=6'MN;V2C;P^SK2PB!=WZ%H^J<8Z-IG&NAX6SUK1 M^/=3UW1]-UW'21IX_`:IJ>'L\!KN%L:<8QC3L\5B,?1H4I?6/I)3A`!VP!7W M_.B^/B:TR7!?DIT'#?\`1\K]1ZY]A)[.E4FFIY*VH9/.\+[M>4J4M2$*=WC[ M?+8&^O*OPZ=.:VP]O",T]:6`"`N`SS\8_=K9O'AWGZ\]L]?C>7&-XVWBTI]9P.Y:AL>,J35<;L&K[/B[7-Z_F\?5FEDFJV.5 MQ-]1KTIHPA&:G4A'T@`[,``````````````````````````````.@+_LK\=O]X'8[[G.(`%>&`V?^%+];AXY?SO\`@_[M ML6`NN0```````````````````:0?F0OU)7??^[_C[\-_%X"G%``%YSX]O\@O M1[\T#K3^!C2@&7X``````````````````B:_-'>&&/>KK_4[D]>]3EO.V?6G M5;VXV'!86QDJ9GG/@O$0O,OF]4HT*$)+C*[UQ[\:XRV!DE^)<7MO&]QM*E7N M+FREI`5:(``L.OE'/,I'<*WL;MLU7:M2QN4S/3G:,[MG^L=>.NVV5YN:=EPE][\=S!SSA:DUG<8.6K0C&2_TO MAJYEK6E'TFA1O=@GNZT9:E.SQ]>($.(!ZQP5P?RCV5YBXXX$X5U/(;SRKRQM MF*TO2-7QL)):^3S67KPI4YJ]S6FIVF-Q=A0A/G.C];=(J6.P;M<32[ISKR9;VU2A7Y.Y>S%A96^PYVE+<0A MI8#.;5L^6Q^`UK6O/>1WOKV![59&ME)-5W#;*N"XCP65G]M;5 M>&=.E_D_QO@_J^NZT8S3U9YY@-=@"Q6^3"\>_ M\C^*.9?)#ON%FIYSEVZR/!/`-:]M*/K2XVU#,T+CE;<,7<3PJSU*.USJ5H_>KJ%V`ZF<@RTZ>O\U\=Y?5[7*S MRQGGUC;:$:.:T+<[:666?WWFE;QB\=E:,D99Y*E2SA)/+/)--+$"C\Y;XMW; M@_E/DCACDK#5M=Y#XGWK:^.-XP5?UC5Q&V:7G+[7<_CXSQED^++;93'5999X M0]L\L(30^B,`'GH"T6^4*\AL>S'1?8.GV^9RM?U+2:K\.XNY>/\Y8Y/`5:`$CT```````````````````````````````````$(/YWG_*QT?_.`Y"_! MU0`5P8#/_P`3OZTWQI_G_P#3?_S%<<@+OD`````````````````````````` M````````````````````````````````````````00_GB_[*_';_`'@=CON< MX@`5X8#9_P"%+];AXY?SO^#_`+ML6`NN0```````````````````:0?F0OU) M7??^[_C[\-_%X"G%``%YSX]O\@O1[\T#K3^!C2@&7X`````````````````` M`*N'YICPQT^C_/<>ZO7O5OJ753LOMEW-MFNX6RFIXC@_G?*4[G+9;`T*%*$U M+&Z/R;"WNLMAI9?;0L;Z2^L))+>WIX^G4`B2@.X<>\@;IQ1OFFU:SD[;,8+-XVO[9Y:=YCN/OM=H/9?CS&3_"IZSR10L/B4MGPN.K5 M:MY;Z'R59V\^4PTT\U66A'ZSCXUZ]?'W%2(&X(````````!&&^9E\RE/QR=8 MX=?N#=K^U_(NYJ6:X8XDN?KF&VGF&->VF^LXG9+ZYDJ8G5I_ M6E4^V$+J^HSQFQ4U.H!5!3SSU)YJE2::>>>::>>>>:,T\\\T8S333331C&:: M:,?6,8_3&(#^0%F9\J+X8_\`"[Q#;^1+L7J?U;L+SWJ\M+@G6<_CO;DN(.#, M[;R5X;5&C=R0JXS>.8[2K)5FFA)"O9:W+0I2U)8Y&_MX`3+````````````` M`````````!%*^;;\AM/JGX^J?5S1\]3L^8^[V0R.@7=O:W$TF2PO7_7J=K>\ MOYF;X,\T:%/;*E[C=7EI5Y(4[VPS&1C2FC/:SP@!5>`/=NL/7GD'MGV'X7ZT M\5V,U_O_`#=R-J_'6N2QHUJ]KC[C8\G0L[O/Y6%"$9Z&!UK'35LCD:\?22WL M;6K5GC"62,8`7A_63KWQ[U/Z]\-=;.*<=3QG'W"?'>L<>:U2EHR4:]Y:Z[C* M%G::>IV>)HZER?5LY99+7$\_<;X2TQ]&]KT*=*C0LI>1.-+&RKTI9 M(5)[G(8/*7-::$]6$9P(:`#;;X/_`"!7/C;\CG!//>4RPV>WHR0]:]UA*=*,?;4F]0+H.TN[6 M_M;:^L;FWO;*]MZ-W9WEI6IW-K=VMS3EK6]S;7%&:>C7MZ]&>$\D\D8RS2QA M&$8PB`^@````````````````````````````!T#E?^RWDK^8&X_<[D0%",`` M+;OY4#]25UQ_G_V(_#CO`"1Z```````````````````````````````````" M$'\[S_E8Z/\`YP'(7X.J`"N#`9_^)W]:;XT_S_\`IO\`^8KCD!=\@``````` M``````````````````````````````````````````````````````````"" M'\\7_97X[?[P.QWW.<0`*\,!L_\`"E^MP\W^07H]^:!UI_`QI0#+\` M``````````````````'A79KK=Q%V]X%Y1ZU\\:Q1V_BGE[5;W4]MP\\TM&[I MT+B-.XQ^:PE]&G5GQ.S:UE[:WR.+OJW+?C&[? M3[?\`Q3=S],Y^P M;X>\\3Y;(6M7*5\?:5*]"TCNVEW-*3+8&O/-3]+VWC;5*DMI=WXFY5 MX^YSXQT#F7B?:,;NW&?*&HX'>M%VS$3U)L?G]7V7'6^5Q&1H2UI*5S;S5[.Y ME^)1K24Z]"I":G5DDJ2S2P`]!``````&(W>KNCPYX^^K7*_:WG'*2VFF\9X& M>YL,)0N*='.;[N60F^HZ=QYJU*>2K-<;%N&>JTK2C'V34K2E-4N[B-.UMZ]6 MF!2U=V.XG,G?;L[RQVJYWS$N2W[E38JV3FQUG/I5N:M:M4`Q5`2@OEEO#-_J,]E)^Q/.^J5+_I MKUEV3&7NR6&5L??@^;>7K:E;YO6N(I?K5*>RRVMX:E4MD(0^B$`' M]`````````````````````/YGGEIRS3SS2R222QGGGGC"66266$8S3331C"$ MLLL(>L8Q^B$`%,]YZ/(3-Y(/)+S7R_KN9K93A?CVZEX.Z^R>Z/U.?BWCJ_R- MM)LUE3C[9H4>1MNO2AE*5"I"'P9990--0"=/\`)A>/6&W\H\S> M23?L)+4PO$M'(<#=?J]Y1G^SY'VO"4+KEK<,=--+3FIUM8X]S-IA*-66-2E7 MDV6^IQA+4MP%BB`````UC^8?H7C?)#X].P?622TM:O(.1UF?>^#LCZM+FE-3J230A-)/+&$8>L M`'P@+;'Y7/R'S=X_&MJ7'FZYVME^=.FM;%<#\A5;ZK&KDLUHEO97-?@S9/7+VYJ>GQI?4"2.``````````````````````` M``````Z!RO\`V6\E?S`W'[G`$CT```` M```````````````````````````````$(/YWG_*QT?\`S@.0OP=4`%<&`S_\ M3OZTWQI_G_\`3?\`\Q7'("[Y```````````````````````````````````` M``````````````````````````````$$/YXO^ROQV_W@=CONSVHY_.:IM.&RFN;/K&8R>O;'KV8[*8O(6U2A<4*LDE6C5DFDFA":$8`.'`3@?E)_ M,I3X>WRU\8'8O:_J_&'*VP7F2ZI[-F[N;ZII/+>=NI;C+(D]\E.EL\T]"22I5S'NI@6.X````#\ZM6E0I5:]>K3HT*-.>K6K59Y:= M*E2IRQGJ5:M2>,)*=.G)",9IHQA"$(>L0%3/\RKYD:WDK[2?U,<+;)6NNFG6 M7/97$<=U;&YN*>,Y@Y*DHU,1MO--[:PGA;W>-D]:^*U::I+//2PT:UW)&E/E M;BA3`C1@,S_'YT9YF\C7:WB[JAP?8_\`]2[]E(U]CVN[M*MSK_&G'V)FI7.Z M0V'0WQG[HSR366:S.-J1C M&'V,P%1$`[=Q_HFVN1MNUO1-+UVQ]GUW/;9M^9LM?US"V M?Q)Y*?UK*9C(4:%/W30E]]2'K&$`%W;XX>F.I^/KI)UXZD:G]5N/ZIM!L;3< M,W:1GGI;7R;GZ]QM'*&VR5:U*C0O_`'Y,^,?Y79W[4\ M'=G/J?77F#ZY>_5<)B?Y8YBQ_JWWW(?&FA86O\BN09+/ZS?5O;]3PE]DO2>6 M6I/Z@6_0````````````````````````````#H'*_P#9;R5_,#?\K'1_P#.`Y"_!U0`5P8#/_Q._K3?&G^?_P!-_P#S%<<@+OD````` M```````````````````````````````````````````````````````````` M`00_GB_[*_';_>!V.^YSB`!7A@-G_A2_6X>.7\[_`(/^[;%@+KD````````` M``````````&D'YD+]25WW_N_X^_#?Q>`IQ0`!><^/;_(+T>_-`ZT_@8TH!E^ M``````````````````````*^CYM_PQU,7?Y#RK=;]6]<5D:F+Q/E<6EY:7%*6I2JTYI M9Z<\L)I8PC"$0%NK\NQYA,=Y1^I%#6N3\Y8R]P^N>-P.H\XXVI4IV]]R'A)K M:-CJ7.N-LX4Z-&I1W26QJ4+.!MAI5[>.E2W=M7E^UNZ93*92\ML=C<;CK:M>Y M#(Y"]K26UG8V-G;25;B[O+NXJRTZ5*G+-/4GFA++",8P@`MP_ET?#?C_`!<] M59=WY8P5G-W+[&8O$;%S-?59:-U><8ZO"22_U7@G$7M.I5H24];C5^N9^K;Q M]M]GJL\D:EQ;6%A/*!(I```````````````````````!4:_,\>0[_'9Y+=XU M+3<_]MN"NHE/)<`<92VL_KB\KM>(R7OYHW>V]*E:C+9NYV\X/ZWQ;TQP\E;49[ZVI5<=F^P7 M(./R6)U&E3I75.>C??R!U&&4S4\U+^.Q^5FQ%;UEC/)&(%H&```````#0Y\Q MOX]_]03QE?X5HPER%SR#Q_CL=3QVW77="G"'U>> M64#=@```````````````````````````#H'*_P#9;R5_,#?\K'1_P#.`Y"_!U0`5P8#/_Q._K3?&G^?_P!-_P#S%<<@+OD````````` M`````````````````````````````````````````````````````````00_ MGB_[*_';_>!V.^YSB`!7A@-B_B(W?2^-?*%T(Y`Y&V_5]`T/3NT_#NP[=NV[ M9_$ZKJ.K8#&;ACKG)9S8]DSMW88;!X?'VTDU2O++]I9T`_3(ZZ_C&`/]6+Q9?M+.@'Z9 M'77\8P!_JQ>++]I9T`_3(ZZ_C&`/]6+Q9?M+.@'Z9'77\8P!_JQ>++]I9T`_ M3(ZZ_C&`:>?/UY%/'WS)X@>['&?$/>KIQRKR/M>CZ/::OQ_QOV=X3WG=]DNK M3F+CG)W=M@-4UC=\IGLQ<6V-L:]Q4DM[>I-)0HSU(PA))-&`%48``+SGQ[?Y M!>CWYH'6G\#&E`,OP`````````````````````!UO<=/U7D+4MGT+>M>P^W: M5NNOYC5-NU78;"WRN!V36M@Q]QBLY@LSC+NG5MU>)[N'E])PMKF,MUBY>J9C>NL^\W\MQ<_$U2%])]M^,L]EJ ML:DEWO'%ES?4;*\GC/\`%OK"M8Y&:2E]=^#2`TF`,Y?')WVY?\:W;?C'M;PY M6FN\CI]]'%;QI5>_K8_#43LAJ?Q>->,\Y>V'4S4L_CO?:;QRAAKB>RR_-56WO9(T+S6^+[V2K9X M*>%.I+6V>2I=25*-7#2?'`L:P```````````````````````:>?.UY!9/&_X MV^<>:L#F/M5S%NV/CPEU]FH75"WR5'E[DC'9.RQ6S8V%?W0K7''&O6F2V;V> MR>6K]IX4IH0A4]8`4R-:M5N*M6O7JU*]>O4GK5JU:>:I5K5:DT9ZE6K4GC-/ M4J5)YHQFFC&,8QCZQ`?I:6EU?W5M8V-M<7M]>W%&TL[.THU+FZN[JYJ2T;>V MMK>C+/6KW%>M/"2222$9IIHPA"$8Q`717A&\?]KXW/')P+U_R6,M[+E?,8>; MEKG^[DHTZ=W>\T_R`QE.PU:VKPA+\>RP=&I-+">>;U` MVS`````````*<3YA'Q[1\=ODOYFT35L!-A>#N9KJIS_P)"VLY+7"6.DVM>,]XM\GA+>VFGC<28RULJ]6$(7$D9@-(0"4U\IMY#_`/") MY#[?KEO&9J6?#7>"SQ/%E:2YNOA8S!RG M+":K```````````````````````````!T#E?\`LMY*_F!N M/W.Y$!0C``"V[^5`_4E=@````````````````````````` M``````````A!_.\_Y6.C_P"MA;ZG=UL9F;66 M$8W>(O;B23V5X4*M("F-[!<"O7-^J7VD\K<1;=E-+W77+^6;UM< MIC*L(4[S'W/MEHY7`YJQJ4;[&W]",UKD<=F_8';/J/4WLUM%E3P&;SE_3ML'P;SOD9+7$X;;ZUUW;5L-_; MXK`ZWK6OX^XRN*QMI4KUZU2:62G2DFFC&$(`*=KSL>6C:? M+#W'S&]X:[S&,ZR\0U,UHG6/1\C\6VFM=0J7EO#-\D9K&3TZ/U/=.5[S%V]_ M>TYY8UK*RHV..FJ5?J,*M0#2@`V[^%?Q7;[Y8.Y.L\-65+,8/@W1/M=OG97D MG'R1H2ZAQI0R$M+[0XC)U[6ZL*7('(ES1GQN"H3R59X30N+Z:C4M)^+=5P^C<<<<:OA-+T?3\!;0M,-K>KZ[CZ&+PV'QU#W3S2V] ME8VTDD)IYIJD\81FGFFFC&:('>````````````````````````59OS1XCZ0X_+:;E(X^XC/89KL!MWVKO.6;FO-2GDIW531[?%8W6H M4ZTD:EADL=E(4YO9<3>H$3D!)$^5S\>M+O#Y+M0W[=L#+F.#NG%KCN?.0)+V MUJ5\1F=ZLK^I;<'Z9=5/AU;.-;([Y:?;RI:W,LU"_P`7K=];S0C">("VT``` M```````$6+YLWQZ?XM_'=7[':/@OMAS+TAR&1Y/HQLK+ZQEX[)8^]MYZ=Q9WUC>4)*M*K3FEGIU)(32QA&$(@ M+KSQ$]]<1Y).@'`7:*G=8N.]YS6Y=/YLP^*]E*CKG-ND2TL)R%8_4)))(XFS MS.1I29G'6TWK&3$92TC[IX30GF`V5``````````````````````````#H'*_ M]EO)7\P-Q^YW(@*$8``6W?RH'ZDKKC_/_L1^''>`$CT````````````````` M``````````````````$(/YWG_*QT?_.`Y"_!U0`5P8#/_P`3OZTWQI_G_P#3 M?_S%<<@+OD`````````````````````````````````````````````````` M````````````````00_GB_[*_';_`'@=CONU7!64:F4YIX)PTD]U6WK7KVN,MH@5C(``D&]G/F'>VO9SQ7\-^.':;K)6N:UJ M^FUSG+G67-5:FTAY[VR27,MU;U99I=GO:D]2YS\,/CZE:K/- M4^/^%.']2RF]%6K[Z]S<5*5K:6\D]:O4ITJ<\\H%RYX>/%]QQXI.G.H\!:W M'$[#RIL$UON_87D^QM(TZW(/*=_84*-_+8W-S2IY"&DZA;R0QF"MJD*<*=I2 MFN9Z4EU=W>KCY]KR-OU;%EKB>[RN?V38LCGY:#Q[3]"_&5QMD-PPTN-YO[436? M8KE6%:6/U_$X[;,5;0XITJYC/[:UO-K''/U.O=VD\LLUGFLGD*O[#@LM:T;[%9K!YFRKX[+8G)V M5Q+/0O,?DK"YJ4:U*>6,E2G/&6,(PC$!2<>63HMF_'+W[["]6+VVOH:EJ>W5 M=BXAR][+<30V/AC=9/Y2<;9.G>W$]7[975E@+Z3&9&K+4J0ER^/NZ49O?2FA M`#7,`F:_)Q^0VIPIVQY`Z"[[GJE#CKM?C[G<^*K:\N(28W"=@./<#2OY@;C]SN1`4(P``MN_E0/U)77'^?_`&(_#CO`"1Z````` M``````````````````````````````"$'\[S_E8Z/_G`.['Y&SMC--3GFEC&6:$8RQC#^"("GV``%YSX]O\`(+T>_-`ZT_@8 MTH!E^`````````````````````````_F>26I+-)/++/)/+&2>2>$)I9Y9H1A M-+-+&$832S0CZ1A'Z(P`53OS.?AEAX\.R$G9G@75YK+IYV=V;+7N-Q6(L9Z> M&X.YDNX5\WL?%\9+:A)C\3J.RT_K&5U2C+&G+2M*5YCZ=.6GC)*E8"+6```" MR<^4Y\+W]0'&UEY+NR.J?`YLYDUNM:=:-3S=G_TOC'AC/VTGUODNXM[B,?J> MZ/30,U+<:5UKL;;E'F>6QO9Y[;)\X[]A/35=?R%M3J3VL];C? MC'(2UZ52'VP8:IE>&..KR/.?8 M&:>E+/85.+N.D]OR-M]YBMGP9II0+E^22 M6G++))++)))+"2222$)99)980A++++"$(2RRPAZ0A#Z(0`?T```````````" M%3\Y5X]_ZV^M/%GD&T/"RU]XZRWUMQCS#6M+2M5OLIP5R!GH?R7RMW7I0JQ^ MJ\;\HY7VTJ?LDDEH[5>5YZD(482S`5KH#T#B?E#=>$N4..N9.-LU<:[R%Q3O M&KI)7Q&UZ;F[+8/U7)X^E/&6$T/=+",(_1$!=]]".W MND]\^G?7[MKH/U6AA^9^/<5L64PMK=PO8:CNUI&MA.0]'KW,/LJUUI.]8O(8 MNI/&$/B36GOA#TF@`R]`````````````````````````=`Y7_LMY*_F!N/W. MY$!0C``"V[^5`_4E=W^07H]^:!U MI_`QI0#+\``````````````````````````8U=P.IW#?>+K?RMU6=9N<%D_@RV\N8UW*R1DO-;W75KNYH75+&[=IF?M[?)8RXFIU)*=W;2?$DJ M4HSTYP*4SO/U*W3HEVYYZZD<@9;%[!LW!^^7FJU-CPT?3&[+A;BSLL]J>RVU MO&I6J8_^46IYBQO9[2I/-5LZE>:A4C&>G,`Q/`2)OEL?%'JGDZ[L7V0YCCC[ M[KAU:Q^K\H"N[C.5X>L9L98U+ M.6-.K>TZ]("W,M[>WM+>A:6E"C:VMK1I6]M;6]*2C;V]O1DEIT:%"C3EEITJ M-*G+"6666$)9980A"'H`_8```````````````````````&,'=/M/H72/JESS MVNY+J?\`](\(<=YK4W7<,A88BTC/&6G" MYO:?OFEE]9H`4?'-_,F_]B.8^4N>>5;+N.:O, M[E8V=M&I4EL<;1NKV:G:VTD?A6MM))2DA"226$`/+0%IS\H[X]H]6/']=]I] MZU^;'@=B.'.4>!^5<-+L'&W,6@[7QM MO&'C/+2JWFM;CA;S!9:6SN8TZDUCDJ-K>S5+6YDA\2VN9)*LD83R2Q@!1X=R MNKN_=*>U'/'53DVC4EW#@WDC8-'N[^:TJV-#9,/9W$+K4MVQEK6FGK4L'OFH MWECFL?[X^^:QOZ49O2,8P`8S@)Y?R7_D,DP>W@```````````````````````````````````A!_.\_Y6.C_YP'(7 MX.J`"N#`9_\`B=_6F^-/\_\`Z;_^8KCD!=\@```````````````````````` M`````````````````````````````````````````""'\\7_`&5^.W^\#L=] MSG$`"O#`;/\`PI?K^_\`/_CW\!W%P#2``G>_(Z?VI>1/^8'7#[HN80%A MV`````````````````````````K_`/YT/R%S1J\(>-3C[.U)9):>/[%=B),= M>TOA5)IYLGAN&="RT+::->%2C"EDMBO+&XC+)&%3#74))H_#GE`@#@/9NNN# MX=V3G?B'"=A=VNN.>";_`)"U:GS#NN/PF>V3*X#C>GEK:ON-SA<%K-ED,WD\ M]7P5*O1L*5&GZ1O*M/XD].E">I(!::ZG\TKX)M$U;6M(T[G3;];U'3=?PVJZ MKKN)ZW\W6F*P.N:]CK;$8/"XRUIZ-"2VQ^+QEG2H4:O_ M``E?E';_`/H[\X_T'`/WK_PE?E';_P#H[\X_T'`/WK_PE?E';_\`H[\X_P!! MP#]Z_P#"5^4=O_Z._./]!P#]Z_\`"5^4=O\`^COSC_0<`_>O_"5^4=O_`.CO MSC_0<`_>O_"5^4=O_P"COSC_`$'`/WK_`,)7Y1V__H[\X_T'`/WK_P`)7Y1V M_P#Z._./]!P#]Z_\)7Y1V_\`Z._./]!P#]Z_\)7Y1V__`*._./\`0-CR#<]\-]K>C7*F4VODJ_TNZXS[`ZYF.*^1^/JN1M=3JT[OC/?+?(;;KN M*Q>9R$N,R-[AKZ6%26YIVMCC822U*G?9;A#M#Q;@```````````` M```````````````````````A!_.\_P"5CH_^CWYH'6G\#&E`,OP```````````````````````````4XWS(?Z[7 MOO\`S_X]_`=Q<`T@`)WOR.G]J7D3_F!UP^Z+F$!8=@`````````````````` M`````\LYQYGX]ZZ<-\H\] M-WD.,-RS,*/*>IX^C/[:,EKI'(61M?\K'1_P#.`Y"_ M!U0`5P8#/_Q._K3?&G^?_P!-_P#S%<<@+OD````````````````````````` M`````````````````````````````````````````00_GB_[*_';_>!V.^YS MB`!7A@-G_A2_6X>.7\[_`(/^[;%@+KD```````````````````&D'YD+]25W MW_N_X^_#?Q>`IQ0`!><^/;_(+T>_-`ZT_@8TH!E^```````````````````` M```````"G&^9#_7:]]_Y_P#'OX#N+@&D`!.]^1T_M2\B?\P.N'W1B9FK3U77,C2A[;B6CR-RACI;FG/3F]/@:I3-IFR,FL\=\8:=L._;UL4V(Q-_GLM+@M2U3'9;/Y>; M&8+%75[<0M[>I&A:6U6M/[:=.>:`&8/^D[Y3?V:??_\`0W[%?BY`/])WRF_L MT^__`.AOV*_%R`?Z3OE-_9I]_P#]#?L5^+D`_P!)WRF_LT^__P"AOV*_%R`? MZ3OE-_9I]_\`]#?L5^+D`_TG?*;^S3[_`/Z&_8K\7(!_I.^4W]FGW_\`T-^Q M7XN0#_2=\IO[-/O_`/H;]BOQ<@'^D[Y3?V:??_\`0W[%?BY`/])WRF_LT^__ M`.AOV*_%R`?Z3OE-_9I]_P#]#?L5^+D`_P!)WRF_LT^__P"AOV*_%R`?Z3OE M-_9I]_\`]#?L5^+D`_TG?*;^S3[_`/Z&_8K\7(#Q_FKI%W0ZV:O8[QV*ZA]H M.`]*RF=3P6)N\Y=8W$7=Q3M*=:: MXGH6M6I+)&6G/&`&,`#./QM=U-N\>O=SKWVTU.?(5J'%V^8^MO>OXZI+)5W/ MBG/>_7^4=,^'6J26=2XV'1\E>T;.>O">G:9#ZO=0E^)0DC`"[IT+>-4Y.T;3 M.2M#S5GLNC\A:GKN\:;L6.GC4Q^?U3;,/9Y_7D/6 M2I"(#M@``````````````````````Z!RO_9;R5_,#&`V?\`A2_6X>.7\[_@_P"[;%@+KD`````````````````` M`&D'YD+]25WW_N_X^_#?Q>`IQ0`!><^/;_(+T>_-`ZT_@8TH!E^````````` M``````````````````"G&^9#_7:]]_Y_\>_@.XN`:0`$[WY'3^U+R)_S`ZX? M=%S"`L.P`````````````````````!U_;-JUS1-6V7=]QS6/UO4=-U_,[5M6 MQ9:XDM,5@=4CO%L7D M7[V]A.V&:^O6F#W_`'*MC^,M?OJM6>?4^(M3HT]:XTUZ-&>I/1M;ZCJN-M[G M(PHPIT:^6N;JO"26-::`#7\`G]?)=^/:/NYQ\E/(.OS0A"6^Z[]=J^2LY/9- M&:..S',^]8?ZQ&,_ND]N-UZTOJ$L(>DV9M??'^.D@!/^```````````````` M``&NORO=%L%Y&^A'8/JMD+;&_P`JMOU&MGN(\SDI9)9-8YFTV/\`*'C;,RWL M9Z57'6M?8;*3'Y"K3GEFGQ-]=T9O=3JSRS`4F>PZ_G-2S^SR&-O[:I1K4IY83TZDD98PA&$0'# M@+0#Y/[R%R]B>D6S=+=ZSM.ZY2Z9Y2G3TZE?7M6KE\]U]W_)9+*ZM6I_6YIJ MU[3X]VV;(X6>%&,U''XNIB*$99(3T_>!+X``````````````````````'0.5 M_P"RWDK^8&X_<[D0%",``+;OY4#]25UQ_G_V(_#CO`"1Z``````````````` M````````````````````"$'\[S_E8Z/_`)P'(7X.J`"N#`9_^)W]:;XT_P`_ M_IO_`.8KCD!=\@`````````````````````````````````````````````` M```````````````````""'\\7_97X[?[P.QWW.<0`*\,!L_\*7ZW#QR_G?\` M!_W;8L!=<@```````````````````T@_,A?J2N^_]W_'WX;^+P%.*``+SGQ[ M?Y!>CWYH'6G\#&E`,OP```````````````````````````4XWS(?Z[7OO_/_ M`(]_`=Q<`T@`)WOR.G]J7D3_`)@=0R?JYT'QG5#1,Y-C^6^[>2R6HY>%G&/UW$=?M1CC[WE6ZFK25(PLYM MTO\`(8O7(4ZLD9;S&9#)PIQA/0C-*!5H@/2N&N)-\Y\Y:XTX0XNPM;8^1N6] MZU;CK2,)1A/[LCL^X9FSP6'MZM2G3JQM[7Z[>R35JT98R4*,)JDWI++&("\% MZ0=4-#Z-=2N`NIW'$M&IK/"/'.#U"IEZ=G)85=LV:2E-D=XWJ_M*<\].AEM] MW2_O\S=RRQC)+/>;J9Y$ M[GLEI>%FLN'N\5CDN49*EI:1HXS#%^++">$]ULU_?6&V5*M6>$ M]>\V&[DDEA);@(KX#:OX5^_UUXV?(IP/V+R&1N+/BZ[S$>+N?;:A0J74+[A# MD*[L,;N5U-9T(RW-]<:=QOK+)V5GDL; M>6N0QV0M;>^L+^QN*5W97UE=TI*]K>6=U0GJ4+FUN:%26>G4DFFDGDFA&$8P MB`^H````````````````````!T#E?^RWDK^8&X_<[D0%",``+;OY4#]25UQ_ MG_V(_#CO`"1Z```````````````````````````````````"$'\[S_E8Z/\` MYP'(7X.J`"N#`9_^)W]:;XT_S_\`IO\`^8KCD!=\@``````````````````` M``````````````````````````````````````````````""'\\7_97X[?[P M.QWW.<0`*\,!L_\`"E^MP\W^07H]^:!UI_`QI0#+\````````````` M``````````````%.-\R'^NU[[_S_`./?P'<7`-(`"=[\CI_:EY$_Y@=K3HT*-.>K6K59Y:=*E2IRQG MJ5:M2>,)*=.G)",9IHQA"$(>L0%,9YU/(/6\D?D@YOYNPF5K9#A_3KZ3A?K] M0^M0N;&GQ'QS>9"QQN>Q\99YZ=.CR)LEUD]FC+",8TYLS\+UFA3EB`T_`)G_ M`,F[X]H&KT\IE,=5FC/9W- MUQAQG=U9Z]*K)[Z%WL^-NJ,85*,)I0++D````````````````````!I#^80\ M>T/(GXT.9M#U?7Y2OY@;C]SN1`4(P``MN_E0/U)77' M^?\`V(_#CO`"1Z```````````````````````````````````"$'\[S_`)6. MC_YP'(7X.J`"N#`9_P#B=_6F^-/\_P#Z;_\`F*XY`7?(```````````````` M``````````````````````````````````````````````````@A_/%_V5^. MW^\#L=]SG$`"O#`;/_"E^MP\^_P#/_CW\!W%P#2``G>_(Z?VI>1/^8'7# M[HN80%AV`````````````````````CE?,_>0VGT9\:.\Z1J.>IXSG+N)]N.O MO'%"A<1I9?&:9F,3Z0^U=*[HU)*UCE]@Q]:3_F_0!4> M`.2PV&RVQ9C%:_@<;?9G.YW)6.&PN'QEK6OLEE7U] M>5Y*5*E3EFGJ5)X2RPC&,(`+KSQ$=#\5XX/'YU]ZO4[?'_RXP.KR;?S/EL?# MW4\_S3O/LV#D*[A=QFC/D;/#Y2XEP^/KS0DFGQ6,M81DD]OL@!LJ```````` M``````````````%/9\QQX]X^/SR:TI5)XT<-5Q]2:%/X\LD`-#0#?-\N1Y$/]/7 MR7<6Y?;6,:6%JY"G":2%::>`%PD`````````````````````Z!RO_`&6\E?S`W'[G M`$CT``````````````````````````` M````````$(/YWG_*QT?_`#@.0OP=4`%<&`S_`/$[^M-\:?Y__3?_`,Q7'("[ MY``````````````````````````````````````````````````````````` M```````$$/YXO^ROQV_W@=CON_@.XN`:0 M`$[WY'3^U+R)_P`P.N'W1O:VU M[2GJRW^%Q&-JPF]OMEE`CS@)0WRH'CXE[@>1W&<];K@_MEPYT?L\/S'DYKNV MJU,;D^:+^[O+3@G!SUI:?PY+S#[!B[S::7V9CFK7:UK;5;C)Y' MB*\L;2TYXUBC"E3JQELZ>N8JRV6I'V^Z,^KR22S2PJ3^H%3X``+C+Y>;R&U/ M(IXT>(MXV[/5,USEPGZ=?>>:]]<0JY?*[GH.*Q<<%O-_-//]9O*G(FB9#%Y6 MYN_AR4:F7JW]&GZ_5Y_0#>,```````````````````#H'*_]EO)7\P-Q^YW( M@*$8``6W?RH'ZDKKC_/_`+$?AQW@!(]````````````````````````````` M``````!"#^=Y_P`K'1_\X#D+\'5`!7!@,_\`Q._K3?&G^?\`]-__`#%<<@+O MD``````````````````````````````````````````````````````````` M```````00_GB_P"ROQV_W@=CON_@.XN`: M0`$[WY'3^U+R)_S`ZX?=%S"`L.P```````````````````:8_/=Y#)?&_P"- MKFCEG7,O1QW-?)-K#@WK]3A[QM"A4](5X1`4TL\\]2>:I4FFGGGFFGGGGFC-///-&,TTTTTT8QFFFC'U MC&/TQB`_D!<3_+L>/B;QZ^,GA[5=KPWVJYNYWIR]B.<9:]*I3R&.V?D+&X^K MJNE7E.O+\>RN./N.K3$XN\MH3349,S2OZU/TA7B`WH@````````````````` M``````^')XS'9K&Y##Y>RM,R>-OJ%.YLLACK^A4M;VRO+:M+-2N+ M6[MJLU.I)-",L\DT81AZ1`4IWF(Z%Y+QO>0OL'UEDL[JEQ[CMFGWS@W(W,UQ M7AE^#]_J5\_Q[Z7USZ5LG?:Q8UJF`R5SZ2RU MG7D;QG!&[9VGB^&.[MGB>'LU-?WM6WQ>'YCQUQ?WO!>P34H1FHU;S+;%DKO5 MJ<(RPA";9I:DT\LE&("UV```````````````````!T#E?^RWDK^8&X_<[D0% M",``+;OY4#]25UQ_G_V(_#CO`"1Z```````````````````````````````` M```"$'\[S_E8Z/\`YP'(7X.J`"N#`9_^)W]:;XT_S_\`IO\`^8KCD!=\@``` M```````````````````````````````````````````````````````````` M``""'\\7_97X[?[P.QWW.<0`*\,!L_\`"E^MP\W^07H]^:!UI_`QI0 M#+\```````````````````````````%.-\R'^NU[[_S_`./?P'<7`-(`"=[\ MCI_:EY$_Y@=:6>6:ZFU>.+QNLRR5J?K:7N'OYJ M48R74T9@(IX#>/\`+R>/>7R'>3+A[2]KP?VWX1X2J2]@^=)+JVJUL3DM0X^R MF,J:_I%_-\/ZM6I\A;Y>XS%W%M-4I5JF)JWU6E&,:$WH!<8@```````````` M`````````````"&C\XYX^(/N^6BX2:YY"ZEY:CJ?)U2SEFGNLMP#R1F M[3'TKVO0ITZU>]FX[Y+OK*XI0DA));8_-Y2YK31DI0C(!6:@.0Q.6R>!RN,S MF$R%YB.N:=Y89"QNZ$TE:UO+*ZHR5*522,)I)Y8 M1A&$8`+JKPY]^<9Y)?'MP%V8GO[.XY%NM?EX_P"=L=:4:5K#"\XZ%1MRZY@=ADLYJD]I)G,1C\M):SUH22 MUIK>6_M[B%":K"G+":,OI&:$L/7^"`#KO]5'%O\`V:Z!_P!3M=_X<`^JRXUX MZQMW;9#':#I6/O[.M)<6E[9:K@K6[M;BE-":G7MKFA84ZU"M3FAZRS2S0FA' M^"(#NH```````````````````/AR6,QN9LKC&9?'V.5QMW++)=8_)6E"^LKF M22>6K)+<6EU3JT*TLM226:$)I8PA-"$?X8`.G?U4<6_]FN@?]3M=_P"'`']5 M'%O_`&:Z!_U.UW_AP#O-O;V]I;T+2TH4;6UM:-*WMK:WI24;>WMZ,DM.C0H4 M:M-)2IRRPC--& M,)80A_!`!\/]5'%O_9KH'_4[7?\`AP#GL'J.IZQ-2TY+N?!X7 M&XF:ZEHQGC1EN9K"VMXUY:4:DT983>L)8S1]/X8@.P@````````````````` M``Z1=\9\;W]UWMQ6N[R\N]4P-S=7=UXKUI MXSSSSQC---&,8QC&(#Y_ZJ.+?^S70/\`J=KO_#@'/8/4=3UB:YGUK6->UZ>\ MEIR7<^#PN-Q,UU+1C/&C+[LKVWI75I=6]66,E6A< MVU>2I1KT:DL?2:6:6,L8?PP`=*_JHXM_[-=`_P"IVN_\.`/ZJ.+?^S70/^IV MN_\`#@'9\+KV`UJUJ6.NX/#X"RJW$]W5L\+C++%6M6ZJ4Z5&>YJ6]C0H49[B M>C0DDC/&$9HRR2P]?2$`',``````````````````#^9Y):DLTD\LL\D\L9)Y M)X0FEGEFA&$TLTL81A-+-"/I&$?HC`!T+^JCBW_LUT#_`*G:[_PX`_JHXM_[ M-=`_ZG:[_P`.`=MQ.'Q&!L:>,P>*QN&QM&:I/1Q^)L;7'6-*:M4FJUIJ=I9T MJ-"G-5JSQFFC"6$9IHQC'Z0')``````````````````````````````````` M`X3-ZSK>S4J%#9-?P>P4+6I-6MJ.;Q-AEJ5O5GE]D]6A3O[>XDI5)I/HC-+" M$8P^@!UO^JCBW_LUT#_J=KO_``X!]%IQGQO875M?6/'VD65[97%&[L[RTU3` MVUU:75M4EK6]S;7%&PDK4+BA6DA/)/)&$TLT(1A&$8`.[@`````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````C->4KYF/@SQ;=L,OU0W[K+RQRGL.(T?2]XJ M;9J&W:?AL-6M=SL[F\M;&2RS5.:^EN+*6VC+4FC'VS1C]`#71^^\]6/R'^P' MWPN.O]@`?OO/5C\A_L!]\+CK_8`'[[SU8_(?[`??"XZ_V`!^^\]6/R'^P'WP MN.O]@`?OO/5C\A_L!]\+CK_8`'[[SU8_(?[`??"XZ_V`#[L;\[KU%JWUO3S' M2KL=8XV:::%U=XWOIH2RX;FSCGDGCB MWMH1GITX3WNYY'5KGC:UEC/4A_SLWZPEA&:,(2PC&`&ZSBWF/B+G+5K;>>%. M5.-^8-*O?9]3W#BW>-8Y`U:[^)2DKT_JVP:GE,OB:_Q*-26>7VUH^LL81A]$ M0'HX``````````````B']O/F[NN743M#SWU?V/J%S9M^>X$Y4W'BS+[1A-XT M6QQ&?R&G9BYP]SE<;9W]&-Y;6=Y4MHSTY*L??++'TC](#'/]]YZL?D/]@/OA M<=?[``_?>>K'Y#_8#[X7'7^P`29O%MY%M+\I'4_$=K]!XYVCBS7LOO&Z:13U M/;\KB]FN(34Y80]TL(?2`V+````````````` M```````````````````BZ>>CYB6Y\2/+G#/`?#O$NA:I=Y2GA>/:4L-=MZ\]QFMMN\9F*]2C6J4Y[6SL[>K\.:2\I3P`T'_O MO/:;\A[@#[XG(O\`^K@'[[SVF_(>X`^^)R+_`/JX"8[X9O)YKWEAZ5Z_V4HZ MWA]!Y%Q.X;5QOS%QKA[:]=4K['RXZ]O(4LG<8?9-*R^+REO/<4I) MI)[JK0A&I&A-4F`VO````````````````````````\XY7YBXEX'TK)\D\W>G5JTJ-UG]ER&-QE*XK24)XTZ<:OQ*GMC" M6$8P`1L>U7S=OBFX"N(\ARYVWVFSJ75I+/Q#I?\`)OC^CD+6,LLU._WW ME*ZTV:[Q]:>,9:=YA,;G*%3V^Z6,9(PGB!H1YM^=R[6YRZNZ?77IAP!QGC9O M?2M*_,6X32Z==<&V%O<3T/IA2C)<4Z52/TS5981A,!KVVSY MN3S.;'=?6,/R;PCH5+XU6K]1U/@33+RU]E26G+);^_>H;I>_!H1DC&2/QOB1 MC/'W330]L)0.H_O8'FU_*-X__1WX0_H0`]BTCYPWS`:I5MJF>J]7>39:%&TI M5:.[\)9"PI7D]M3FDK7%S'C??./JTM;(31]]:%&>E3EFA#X4M.7UEB!L?X/^ M=^Y0L;C'V?9/HAH6SVM6:6GE=BX/Y8V'1;BRD]\\TUWC]-WW7^1*>4FA3]LD M+>IGK.$9O6?XT(?81`WY=3OFK_$5V:N,/@=MY4W+JINF6K4;*GA.R.HQUW6_ MKT\\E*>:;E#3LANO&N(Q,)YXS2W>9R>(E^'#W5)*4?66`$A_3-WTOD?6,-NW M'FWZOOFF;%9T\CK^W:9G\5M&L9W'UH>M&^PV?P=W?8K)V=6'TRU:%6>2;_DB M`[0`````````````T@^93S><5^&S_#C_`%F<'\@>K'Y#_8#[X7'7^P`/WWGJQ^0_V`^^%Q MU_L`#]]YZL?D/]@/OA<=?[``_?>>K'Y#_8#[X7'7^P`/WWGJQ^0_V`^^%QU_ ML`#]]YZL?D/]@/OA<=?[``_?>>K'Y#_8#[X7'7^P`/WWGJQ^0_V`^^%QU_L` M#]]YZL?D/]@/OA<=?[``_?>>K'Y#_8#[X7'7^P`/WWGJQ^0_V`^^%QU_L`&Z M/PY>=CB;S%[)SQK?&O!'(G#=?@?!Z#F\M<[SL>M9ZEGJ6_7^U6%G0QTF`DDG MMJF/GU6I-4C5^B:%67V_P1`;V0```````:`O+Q\PWU$\4U[/Q/5Q>4[%]L+W M%V^1L^!-"S-EB;;3K?)VLMW@K_F'>[BURUOHEOF[:I+5M+&VL%67(V.OV^-NI(S5*,)(34I0'Z[)V0^<%;O6GQ5"6A6OI;36.L57BKEZ3ZO;2U(RW$F(N*=&,) MIZD*DDL)8@;?/$5\R%U7\F.QV?`?(6NW75/N'"6O:T.'MVSE'(ZMR1D<73FE MR]OQ1NMU8X*MD=BM)K>I6K:YDK*SS%&E"?ZM]L*=O1QUQ>X^I4 ME_C+:M&I0JRQC+/)-+&,(@2Z_&_\XOVO9*O/&>KMK&^ZCD:=KLFE;-;4Y MH3QL\C;4*E6C-)7H_$MZE*K.!E2```````````"E&\UOZW#R-?G?\X?=ME`& ML```6O?RAWZFW2O[_P#G;_?N,`2?0`````````````````````````````!T M_D+?M0XJT'>.4.0L*4W\EM&Q=A9U:E.6G)<7%*I7]L)JLP#"P``2NOE'O(/ M+U7\@USU=WC._:_B/N_B\=H5G+?7=.CB\-SWJD,GD^(,E_'0J327&X2W^3U: M2C0A+/>9',X_XL8RV\GM`M/@````````````````````'6=SW33^.=4V'>^0 M-JUW1])U+$WF>VG;]MS..UW6=O5DIR M2P]8Q@`@[^5#YQ/3M#O]EX9\7^GXGDS8;"M>KC:6:US6<""7VA[C]I>Z>_W')_:GG; MD;G#(UZG>S4Y[G'Z9J=I"SU+1<+4GHRS?4,-8V%E+&'K" ME"(#&D````````!FCTX\B'=+H%N-/<^I?87D+B.M4OK>_P`WJN+RTV4XWW"I M;0FDIT]VXSSLF3T7;99:%2>G3J7UA6KV\)YIJ%2E/Z30`GZ^*/YNO@#L?=ZW MPKY#<%KO5OF"^EML9C.<,+=7<>N6[Y2::E1D_E)#*5KS-\*9*]GJP])[^YR> M`_BZE6MDK&$U*WB!,HL;ZRR=E9Y+&WEKD,=D+6WOK"_L;BE=V5]97=*2O:WE MG=4)ZE"YM;FA4EGIU))II)Y)H1A&,(@/J``````````$`/YYS_VN_P#OL_\` MI'`0`P````````````````$[WY'3^U+R)_S`ZX?=%S"`L.P`````!J+\W_D@ MI^+WQ]4M:5_97O,.ZVF2JXK+7N/K>M"_QNC:YB M,GL-Q0JP^#=R8KZK-&$:\OJ!I=^6[\*^%US1-<\KG>W'W7-?87'7-M0M_JMW/?\` MO`U)<'?-8>>GL[=;%8]:_'MUX["WNGV^-N]ML^#NIWUS-2\HXBYV* MWT+L3GZV$M\K6QUQ);3W,*4M>:A4A)&:,DWH![[K_P`V-Y/.K'*6D8CRD>,B MQXGXZW&Z]WU?"<0=ANLO)LVOT*]M;9G8M-QG83:=VPV^UL!"ZEJS6,L<;2N9 MHR4)[VU^)"M*!G9YR_%-P3Y+^HF!\O'CA^#B>SNM<>X#LEK>Z\8T+S4,KV.X MRQ.+M=MFKY.SL*.-SV.Y^T/$V/US!W\*=+/37EA-A+J2>M&QGQP&T[Y?/R?9 M/RB=`M;Y#Y'O+&KV)X7ST_"_/OU6%K:S;%LN$Q&-R>N/N3M7EK1JW&G!KS31GI1C-2O+"X]MS9 MU[>YDIUI0+=OQ,>5G@7RS]:;+FOBF,NI\A:O6L=:YUX3RF2M[W:.*-YK64MU M"C&I+);5<]HNQR25:^`SDE"E0R-"E5I3R4+ZTOK2V`VD``````````"E&\UO MZW#R-?G?\X?=ME`&L```6O?RAWZFW2O[_P#G;_?N,`2?0``````````````` M``````````````!$'^<#\@TW7;I!JO3'1,[]2Y.[F9BM2W&2PNZE+)X;K_Q] M?8S*;9&K-;0^-94]_P!MJ8S#RPJ324[_`!E/+4/2>66K"`%7^```#GM5VC8= M(V?7-TU',7VO;7J&>P^T:QG\96C;9+![#@,A;Y;"YC'W$OV5"^QF2M*5:E/# MZ9:DD(_\@"[:\7'=_7/(ET1Z\=KL+6L:>CIG'>JRT[2TM;:G2O]LWC:;VE7GPFA\?Z[-SM[BYH@5/\`YB/.UVG\LV]7F#S%]D.'NIVO M9B-WQSUNUO-7%3$7$]G6GCCMQY9R=O"TDY$Y`]GI-2J5J4F-Q$L8T["WI3SW M-S=`:.``````````````!),\)OS&'8?Q@YO7N%^8*NQ<_=(+O)4;?(<:WF0E MNMZX6M;VXFCD=CX+R^5KTZ5O:T9ZT;JYU6\K4\-D*DD_U>IC+FXKWLX%IKUI M[-<%]P.&-+[!=<>1M?Y2XGWW'POL#L^OW,9X4Z]/TDR&#SF.K2TLEKNT8*Z] M;?(XR^I4+ZQN9)J5:E)/",`'NX````````"`'\\Y_P"UW_WV?_2.`@!@```` M````````````)WOR.G]J7D3_`)@=POATZE MWUU-C](Y:YGWZ&SU9LG-8V]U>;3N_`?&N+NJM3X$TF.FU_$;'E8RW,8U8PEO MYO267V1^(!.'QF,QV%QN/P^(LK7&8G$V-IC,9C;&A3MK+'XZPH4[6RLK.VHR MRTK>UM+:E+3IR2PA+))+"$(>D`%5/\L?Y8>H7BPWGM[GNV>9WS#X_F;5.'<1 MI,VCZ1?;K5KWFE9?D*]SDN1I65S;1Q].G0V2U^'--Z_$C&:$/^:`S/\`F"// M-U;\M7`O%'1WI#PSS1R?N^7YXTW=K?<]KX^M<5?U,Q88C9-7P&F<3:EBLQL. M[;!MFUWVVQM[B:K9V,DEO+"C1DNY[B,UL!-K\/76#D3IUXQ^G?6OF&WHVW)G M'G$M.7?<-+7MKZ37]CW+8,]O>5U&M=6M>[L;ZMJ=;:8XNM5H5*EO6J6DTU*: M:G-+$!%W^5[QUEU]\NWF]Z>:5]8H<9:3R1OF.U_'T+*-OBK6RZ^]F^2N+M4] MLDEQ/;XRXAK^ZU)*="6$_P`2G)'[/THP]P$[0``````````````````````` M```````````````````````````````````````````````````````````` M````````%4+\WE^N2W3\W_@G_<>4`1@0`!O:\.7@GY8\Q>M<\;)QKSOQWPW0 MX'SF@X/+6V\:WLN>JYZKOUAM5_:5\=/@*E.2VIX^35:DM2%7UC-&K+[?X(@- MT?[D-VF_+AX`^]WR+_\`K`!^Y#=IORX>`/O=\B__`*P`?N0W:;\N'@#[W?(O M_P"L`./ROR17;NC85ZF$[J=<,ADY?A?5K/*Z=R;A["MZUJ6WCRUO;[0LAU=Y[DHRUJMCBN/.7LQ MK.PWE.2:K"C1JV_,6B\9ZY:7U:626,9?MK4H2QGA#XT?2:,`-#?:WQU]Y.CU M]"T[7=7.8.%[*I>?:ZSVO9=6N;SCO+9",]:3ZC@N3M?FS''>?O/XB:;X5EE+ MB?V1EG]/;-+&(&%X```-F?B6\E')WBU[D\>]C=*N,IE-#K7EGJ7//&]I=S4K M/DWA_*9"UFV;"36]2M2LX[)B*=.&1P5U5^QM,M;49I_=0FKTJ@%T9QAR5H_, MW&^@\N\9;%8[=QSRAINM<@:)M.,C4C8;#J.WX>SSVO9FTA6ITJ\E'(XJ_I58 M25))*DGN]L\LLT(P@!WD````````!2C>:W];AY&OSO\`G#[MLH`U@``"U[^4 M._4VZ5_?_P`[?[]Q@"3Z`````````````````````````````_&XN+>TMZ]W M=UZ-K:VM&K<7-S<59*-O;V]&2:I6KUZU2:6G2HTJ>>?<5E*E_P`3X+,1XBX`HPKW52SH\+\;WE_BM9S-E0NX2U;' M^L#)5;[:+BWC"'P+O-U:.>>.7O'5O^?FI:GS] M8W7,?!5I?WDDEI8&^G_``/R7V2Y^V^STCB?BC6[K9=ISEU[ M:EQ4DIS4[;&X/!V'ODK9K:-ERUQ0Q^+L*/K7OLA?+3SOY M:.R>2Y5Y"NLEJ?#>HW64Q'7W@NED_K6O\7:;TS?(6TR6E&X MSN8GI_%N:LM.WI?#L;6TMZ(&IX```&>_23QA=Z_(CL$V%ZE]=]XY*Q-GD)<; MGN1:MM0U?B;5+KX7UBI;[+R?L];%:9CLA3M/6M+80NZF1KR0_B+>K-&$L0)< M'5GY(_:\CCL=G.Z/<[$ZQ?599)\AQQUNTJMLU2A3JTY*GLCRQR-/@[6C?6\T M8TZE*GJ=W0]T/62XGE](S`;G./OE!_#CIEE3M=CU7L/RW7DMYJ,V1Y!YTR>- MO:M2:-M&%W4DXIP7&6/A<2?`FA"$E"6E_'3^LD?2G[`/5LE\J7X0[Z2TEM>K MVXX:-OC:%C6J8WL9V#JSW]U1A4A4S-W#,9?DP/&GNMG=U^(.8>T_"6?GIR26,E3;-&Y+TNVFEM_AQK7>O['HV/V MN]J5*\LM2,)-BMY/IGEA+"$9/A@1ZNYOR=7D/X&M>,^YNH6'NJ4\' MA8_U-\RU+:G3FK5[G^0FZYG):3>TZ$LOMEI66VW=_<3^D*5K&,80`15>3.+> M2^%MXS_&?,''VZ<6\BZK>38_9=%Y!UG,Z?MN!O(0A/\`5\MK^?L[#*6-2>G- M":7XE*7WR1A-+ZRQA$!T,```&^/P`^1GO)TO[I\:\6]4]6VSL!J'8+>,/K'( MG4RRO+F;"\BT[N%*WO=QP<]26XQV@[QIV"M)[R.S324[6UQ]E/#*33XVG5ED M`N$Y(QFEEFC)-3C-+",9)XRQFDC&$(QDFC)-/)&:6/T1](QAZ_P1B`_H```` M```$`/YYS_VN_P#OL_\`I'`0`P`!M)\0WC'SGEF[69'JYKW+^)X3O\?Q+M_* MLVY9G3KS>+2K;ZEFM2PU3"PPMEL.LUI:U]-M4M26O]9C+3A1C",DWNA&`$G3 M]QTY2_:)Z!^CAL7XX0#]QTY2_:)Z!^CAL7XX0#]QTY2_:)Z!^CAL7XX0#]QT MY2_:)Z!^CAL7XX0#]QTY2_:)Z!^CAL7XX0#]QTY2_:)Z!^CAL7XX0#]QTY2_ M:)Z!^CAL7XX0#]QTY2_:)Z!^CAL7XX0#]QTY2_:)Z!^CAL7XX0#]QTY2_:)Z M!^CAL7XX0&_SP/>![;/#9MG9+9=E[):]SU)SUKW&>#M+3!\9Y+0)M:FT#);G M?UKFYK7^Y[7#)RY.&URRRRRRT8THT8QC&;W0A`"1^``````(9OSE/`F^7_6O MIUW>XZM*T^4Z<<[96QS^3M+:I7GUK#\QSZ33A"2-O\`:G&9HR20_C9P$HWI/VOXZ[Q]4^#.UG%MW1K:ES/H.'VK[7R7%.YN=7V.- M.:PW+2,K4I1C)#-:1MMG>XJ\A",9?K%I/&6,TD99H@5ZGR@73;JGV^Y&[T8[ MM'U[XEY^L-%TK@>]TVTY5TK"[E;ZS=Y[.\I4,U3+?:[>;7)L1\ M6-:.?]+.6,T\TOJ!&%^3[XJY$Y/R?D>\F/*&-J65_P!J^;*>MZQ<2R5[>UR6 M8I;'N/+/,^3L9*].7[88>KM'(>&L[6XIQ]DESCKRE&,T\LT*8$VP```````` M```````````````````````````````````````````````````````````` M```````````````````````%4+\WE^N2W3\W_@G_`''E`$8$``6'GR.G]E?D M2_O`ZX_``````#K^U:GJV]ZYFM.W?6M?W+4=DQ]QB=BU7:L-CMAUS M/8J[D^'=8S-8/+VUYC,IC[F2/MJ4:]*I3GA]$81`0TFFN+G5]VI4:4]6GK$D9L9E/ M_D8V2SN):5K=@5W-:C5MZM6A7I5*%>A4GHUJ-:2:G5HU:1K\[_G#[MLH`U@``"U[^4._4VZ5_?_`,[?[]Q@"3Z````````` M````````````````````CE?-`>0B7HYXS=ZTO4"T.ZCBZ5S1J25K3+9^PJRPC"6;T`J/``!W+0N M/-ZY3V2GIW'&IY[=]KK87:]BH:YK.-NIE=7RUMDY,=DJ=&I3GN\+F*5">SOK>,?9=6=>K1GA&2>:$0+PWJ; MV4X^[B=:>$.T/%MS+<:+SAQSK>_X:WC=4;RZPE;,64DV:U7*UZ$LE+[?:=GJ M=UBLC)"$/A7UG5D](1E]`&0H```````````````*LWYI[S!W/=SLW<=-.$-J MJ7/5;JGMF3QN>O,1>1GPO,78+$_7,%M&WS5K>K-:Y?5^.9:MU@\#4EA-2JUI M\C>TJE:WO+6:F!$Y``'Z4:-6XJTJ%"E4KUZ]22C1HT9)JE6M5J30DITJ5.2$ MT]2I4GFA"66$(QC&/I`!._\`!_\`*@?U@X73NUOE'PN:P^K9:UQ^S<<=/J-U M?Z]L.;Q]W3HWF+S?8+*V=2SSFL6-Q;SPJR:G8U+;)QC-3^V=S;>RXQE4"P"X M\XXX_P"(]+U[CCBS2-3XXX_U/'TL5K&E:/K^*U;5=?QM'U^'98?`X6ULL9C[ M>$TT9HRTJU9)/KEI0^2*6)W?NWR_K.,I\L[M3DM+[&<7X6O"CDY^%^,[V3XT M)<+CK^%..:RE*>$VP9"VIU(^VTM[.C2`D/@````````(`?SSG_M=_P#?9_\` M2.`@!@`"5]\FW^MOV7\S_F3[N.'P%IT`````````````````````\BY]X*XP M[.<+:=9M=PXLY>TW-:-NVO748TXWF&S=K/;U*]C=R0^/B\UC*\9+O'W MM&,MS8WU"E<49I*M*2:`%?[Q_P`C>0/Y2;LML_&?)FE;AVJ\47,^\5LIJ^V8 M:G]6L[2^OI:%*AL>LY2?XV#XTY[LL'9R6^9UK)U+7%[73L/B6M:$E*CD+4"4 M9TK\T/@RY:U^&Q\$]B>K76_/[):XJCL>D22.'R.9L_B5)O@UI_=&,0.[]OO--X6N)-&R='GGMOU=YJL,?6^N0 MXPX]R>J=H-@O$T9ZE:E3]T\ M`(C/*/,W=#YGSEK"]..A?`O^#;Q5<8\B6FS\E;A/K..UK!7]Y;W4L\FX\LU= M3^I:EL&^4\=7^LZ]QWA*]W"7(U(7N0O+BE;TLEC`)_?4[J]Q%TMZY\2=7>"L M'4P/%W#FIVNK:Y;W56E<97)U?C7&1SVS[#>4*%K1O]HV_8K^[RN3N)*5*2O? MWE6>2G3EC"24#(<````````````````````````````````````````````` M``````````````````````````````````````````````%4+\WE^N2W3\W_ M`()_W'E`$8$``6'GR.G]E?D2_O`ZX_`````````*I_P";.\?6"Z>> M1&PYUXXP=K@.)^[VNYSE:EC,?9R6.,Q7-FK9.PQ?.%AC;>C2EHS4G&,)H2T;ZM]CZQA-*!:B````````` M*4;S6_K3CD+6-1S4V1X2ZC4;SKKQM);UZTV, MRNS:[E*U;F;=:5O-/4M8W6\^>1ODC7J=SCK*WR'6W@6CE;.>I;7ESDK6PR_-NW4+>ZI2V]Q;T<77Q>`M M+FG\6G4^M9BWG]LU.,(@1?\`S:]!JWC@\CW/W7O%XZM8\6Y+-2\L\"U9Y/;1 MN.%N2;F^R^JXZUGC4GJ7,NCY"E?ZS6KSPDC<7>#K5(2RRS2P`:G@`!8>?)?> M0C^46@/+B]Y]Z\6F1O/6>II&Q9&VL.8-*PM.I)3HTK?7=SOK M+/T;:2>I7KU-@R5?VPIV\\8`3O``````````````!HF^8D\D57QO>./D;9]' MSU3#=@^>ZE?@?@&M87,UOF,#L>UXN\GVWDFQJ4)OK5E4XTTFC>7]G=PEGI4L M]/C*53TA<0`4\4\\]2>:I4FFGGGFFGGGGFC-///-&,TTTTTT8QFFFC'UC&/T MQB`_D``6"/RK?@?PTN$T?RE=O-2J7N8OKBSV7IGQAG:$U.PQ>,I2S5+/L5L^ M-JP]G',>RM4KXRO:`3YP`````````!Q.>P.#VG"9? M6MGPN)V/7-@QM[AL]K^>QUGE\)F\/DK>I9Y'%9?%9"C<6&2QM_:5IZ5>A6IS MTJM.:,LTL81C`!6\>?3Y83;^O^=R_;+QLL:>^=7]-Q6:VW?>& MLSGKRC8TM":7X^,]\^.`D&?+L^`?7 M/&MQ[BNSO93!X_.]\.1];N*-S:5+BSR^&ZVZ;G9)H5>/M3NK6>O87_(&9QD9 M)=FS=&:I))&:?%X^I&SDNKK*`2D0`````````!`#^><_]KO_`+[/_I'`0`P` M!*^^3;_6W[+^9_S)]W'#X"TZ``````````````````````'5]UTC2^2=4SVB MUW.6E_B,OCZT98>^C<4:E.; MTAZP`1^.>OE6?#5SCF[_`&/'\#;CP5ELG-+5OOZA>4-EU3"37$+B2M-6L-.V M:;=-)P4M2C)\&-''XVTMH4XQC+3A5_C`'&\)_*C>&;A[,66>S'"/(?.60QUQ M2N[&GS9R_MN7P].YHUZE:2:]UG1JG'^LYVWC+/"G/;9&SO+6I3DA[Z4T8S33 M`2"N-^,N..'-)U_C7B/0-+XOX[U2SCC]7T/CW5\)IFG:[8QJU*\UIA-:UVRQ MV&Q=O/<5IZDTE"C)+-4GFFCZS1C&('=P```````````````````````````` M```````````````````````````````````````````````````````````` M````%4+\WE^N2W3\W_@G_<>4`1@0`!8>?(Z?V5^1+^\#KC]SG+X"=X`````` M```A:_.UZ':Y'HOU&Y/GLY9[W4.V5QH=OD(U*$)[:UY'X?W[8;NSEI32QN9Y M;ZKQ70GC-)&$DL;>$)X1C-)Z`5J(``WG_+4Y2_P_F^Z&7>.K_5[BMM_+&+J5 M/A4:WNL,YUZY=PN4H>RO3JR0^M8S(5J7NA"$\GO]TD99X2S0`N*0```````` M%*-YK?UN'D:_._YP^[;*`-8```M>_E#OU-NE?W_\[?[]Q@"3Z``````````` M````````````````#4/YS>_]+QP>-SG?G3#967'N+^-=UYFY M*X^XAXVP5UL_(?*>[:MQWHNMV7L^MY[<-TSECKFMX>VC4FEIRULCF,C1HRS3 M1A++&?UC&$(1B`O`^A7431^AW3WK]U*T"2SJ8;A?CO#ZYEM[R>1RU62,T84I[R,DOI)++"`$:SYQ#Q]3\^]+=)[N:+ MA9;KD;IUFIK#?HV=",V0S/`')64QF)R]>I+0DJ7.0FX]WV.,R%*2,/A66+O\ MOOO;?3);Z\K\1;]CLIM.O6%S"UJ[GQSE M9:N!Y*TF-6I/+;23;7H^3O[*C4JPFIV]S5IU_;&:E*`N]^/=^U#E70='Y0X^ MSEGL^A6ZLX5,-KMS)-"$)+G7:D9?66?W3`16P`!N7\#_C7K^3 MSR$\9V&"E^ M'5DNJ%G>75[2A/\`4YX`+E'$XG%8#%8S!8+&8_"X3"X^SQ.'P^)L[;'8K$XK M'6U.SQ^,QF/LZ=&TL,?86E&2E1HTI)*=*G)"66$)80@`Y``````````````` M``````````!`#^><_P#:[_[[/_I'`0`P`!*^^3;_`%M^R_F?\R?=QP^`M.@` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````% M4+\WE^N2W3\W_@G_`''E`$8$``6'GR.G]E?D2_O`ZX_`````````( M,_SO/,N&QO7SH_U[EO*=38=RYDY#YEK6%.K--5L\-QII-#2+:\O:$E:$M"GD MK[EBM);3U*<8U8VE>%.:'PZD(@5SX``W_?*]:/<;MYO>FDTLEQ]0T_\`KRWC M+5K:>22I;V^"Z]_E#OU-NE?W_`/.W^_<8`D^@```` M```````````````````````J\/F_/(/-V1[TZWTZT?,_6N+.EF'N\=LTEI5J M?5,WV`Y`M<7E-YKUYI)I*%_3T;6+7$X6A"I)-4LE>>`"(L``)B/R M=OC]EY[[H;SW;WK"_6^.>GN#EQN@S7MK3J6&8Y^Y)QV1QF(KT?K-*K;WO]7N MAPR=_5EDA+6LLED,3<2S2QA#W`62TGVS2KJ%'.\=;S2MJ<]22WM=ZT' M+8W+TJ?K&-*G>PDF])I8P@!B,``+/[Y/SR$P[$=(]IZ7;WL$MYRETURU.73* M.0O)ZN5S?7S?K_(9/5IZ'UF'Q[ZCQ[MWVQPT_P`.:>GC\95Q%",*Y[-7 M4LDT].6>:WQMA5GA",TL(QA_##^$!1&\\\P[3V%YPYBYZW>I\3<>:N4-\Y6V MB,*U6XDESW(&T93:LK1HUJWI4GMZ%YE9Y*?K"'I3EA#TAZ>@#R<``6D?R>G3 M*UX'\<&P]H,WBOJ^_=S>2,GG[6]JRTY+F3A_B"_S?'V@XZ>C&6-Q0^/N$-IR M$=)Q]GP]UWQ&1IS6]Y2XJT^_R=S1V;)6< M9:?U;,7X]G0OZ%C//4A9R3Q`T\``";#\E!UIOMN[==J.UV1Q MWQ-;X6X/Q7$6"N[F2>2E_+OFK;+'.SW>,J_8RW%YAM.XLO[:YEA&:%&CF:<9 MY81JTHP`LEP````````%*-YK?UN'D:_._P"WU?B_4IZ5&K1N9K78=]S./MKJI2C[K:RGK7$?L M*4T8`4AV];OM7)F[[CR/O6;OMEW?D#:MAW?<=CR=::XR6P;5M>7O,]L.;R%Q M/&,]>^RN7OZU>K/'Z9JE2,8_P@.J@/HM+2ZO[JVL;&VN+V^O;BC:6=G:4:ES M=7=U M,ACK>RY.O,''E3GBYHTX2UKWFGD>WL\QMUG=582T_KG\C+22RUJVKQDDFJV. M$H332PFC&`#:T``("7SI/C]A<6/`GDET+!S1K6$UKUO[!U;"WGFA&QKU,KL? M"NZY"E:V\*=*6VO:F9P-_D+F>,U2-SA+26/I)3E`5^@``VU^$'R`7'C=\CO` MW/N5RE2PXGSN8AQ%S_1C7NJ=G6X7Y(O+#%;-F;VA:0FJWW]7^2I6.T6]O"$? MCW>$I4X^D)X@+H>WN+>[MZ%W:5Z-U:W5&E<6US;U9*UO<6]:26I1KT*U.::G M5HU:\^U]?(=> M]@XQHW4*E"C/)5YORF'X5DDHU;BYM99+BO-R!"G3C)/\;XDT/A2SU/9),!2\ M@```O5>D'!UMUFZ;=5NO=M:?4YN&.OG$/'%_3FHPH5JV:U31,'B<_?W=.%.E MZ9#*9RVN+FYC&66,U>K/&,(1CZ`,HP`````````````````````````!`#^> M<_\`:[_[[/\`Z1P$`,``;7_#;Y/O])/MQDNTW]1_^(#[8\/[EQ1_(7^LO^JG MX/\`*W.:?F?M_P#RG_D!R3\3[7_R4^']5^UTOQ?K'N^-)[/;.!*=_?G/_P`7 M?_C9_P#M'`/WYS_\7?\`XV?_`+1P#]^<_P#Q=_\`C9_^T<`_?G/_`,7?_C9_ M^T<`_?G/_P`7?_C9_P#M'`/WYS_\7?\`XV?_`+1P#]^<_P#Q=_\`C9_^T<`_ M?G/_`,7?_C9_^T<`_?G/_P`7?_C9_P#M'`2?O"IY6_\`6#ZL;]V7_J%_P[_R M'[`;3P7_`"*_K1_K;^VG\F>.N*M__E3_`"C_`*NN,OJ7UW^LWZI]1^H5OA_4 MOB_6)OC?#I`;?@`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`50OS>7ZY+=/S?\`@G_<>4`1@0`!8>?(Z?V5^1+^\#KC]SG+X"=X``````-> M_=GRI=!O'K@+W*]INR&@Z/L-"UJ7&.XMQ61EV_F/89X4(5K>AA>+]8^V>W34 M;N:I3DA>W-M;8RC-5DC7N:,DWO`5M/FT^8_YZ\I%+*\#<0X7,=>NE5+*6]W4 MT&K?T*O)?,U;%7<+G$97FC-8BZKXNAA[2XHTKNUU;&U:^,M;V66K=763K4+. MM;`1I0`!_4DD]2>6G3EFGGGFEDDDDEC-///-&$LLLLLL(QFFFC'TA"'TQB`N M.OE[_'GD?')XT>).-=ZPS24_=1 MNM!T+#XC$WE"%2M1DRUM>U*4\9:WK$#=X`````````I1O-;^MP\C7YW_`#A] MVV4`:P``!:]_*'?J;=*_O_YV_P!^XP!)]``````````````````````````% M=E\Z#Y!9MJY/X4\;VB9J6?!\6VMAS]SY1LZ\8_&Y#VK$WF/XFU'(RR3R34:V ML:%D[W-5J,\L].O)LEC5AZ3T(`(*@``D>?*\>/J3N_Y,])W?<]?ES'"/3ZUL M>P'(/UVUA<8;*[KC,C"VX4TR]]U3X4];*[W0^W,UO5IU;>\QVNWM"I+&6?TB M!;>````Q8[O=4M&[Q]2>?^IG(WPZ.LLOK`!1Y=@ M`"V_^5[\@\>\7C-TC2=QSOVUYMZ?7&.Z^\A0N[N>YS&6TS$XN6OPMNM[\6$U M>>GF=%M_M14N*M6K6O,GKU]6GCZS@)'(``````````CF?-;YBXQOA%[.65"\ MEM:>P[KUTP]Y0FC1A'(V]'G[CO/RVS0I0N:-S;QJ1 MM[F;V_$IU)/7_G2S0]81`OE````````````````````````````0`_GG/_:[ M_P"^S_Z1P$`,```````````````%GW\E3^JRY\_/_P"4_P#RZ]50$OT````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````%4+\WE^N2W3\W_`()_ MW'E`$8$``;,>@'EV[T>,;#\FX+I[R7KN@8WE_):OEM[HYSC?1-\GR=]IUKF[ M/`U+:MN6"S%7&RVM#8;J$TM"-.6K&>$9X1C++Z`;#?WL#S:_E&\?_H[\(?T( M`/WL#S:_E&\?_H[\(?T(`/WL#S:_E&\?_H[\(?T(`<3F?FK_`#@92SA;6/:O M5=N=>\FDEEGA-;QDV'B[/6'P:D9H1FC"A"IZRP])H0]81`P MDYN\W7EH[#6%UB>3^_78FXP]_+6IY'":-N,.(,'DZ%?V_%M,IAN(+/1<7DK& M;VP_B*]*I1A_R2P`:O+Z^OWF2R5Y=9#(Y"ZN+Z_O[ZXJW=[?7MW5GN+J\ MO+JXGJ5[FZN:]2:>I4GFFGGGFC&,8QB`^4```$Q#Y67PF9KM?S3KGD$['Z9- M3ZM<%[-'(<0:_LV.JPL^>.:-6XUXKS%*%U>W,??9Y#/6U M+'PA<26^4I40+.@``````````4HWFM_6X>1K\[_G#[MLH`U@``"U[^4._4VZ M5_?_`,[?[]Q@"3Z`````````````````````````\4[(\^\>]5^`N8>Q_*^0 MJ8WCKA/CO:>2-LKV\LE2^KXO5\3$837-Y7I4 MI?LIX`*.SM'V*Y![;]B^:>S/*EW+=[]S?R-L_(FQ2T:E:I98RML&2K75EKV( M^/--5HX'6,9&ACL?2C'^)LK6E3A]$L`'@H``MS_EAO'Y#HWXQ..MIVW"_:WF MOMW4L>QG),UW:TZ.5Q.L[)BJ%+AG2;BK&E1OJ=O@N.8V^3K6=S++6L,UGLE1 MC#Z`$BD````!6:?..^/O^I+MWQYWOT7"?5N/^VN'IZIR=5LZ7MLL3S[QIA;' M'4KRYDI4:-I8?UB\:6MC7H22^^I=Y#!Y6YJQ]]3UF`AI``"1)\L;Y"/\"GDU MX_US;\U+C.$.VU&QZ[\F_7;NM0Q&'V'8,K0K\/[S7I2QEM);K7^08T<;4NKB M,*-EAL[D:L8P_A`6Z@``````````C;?-D8JTR'A0Y]N[FU^L5L%R7UZRMA5_ MC?\`H-W6YAU7"3W7\7-++'WV.9KT/LX1E_COX/=[8P`J4``![5ULS5AK78K@ M+8\K4FHXO`7ZY+=/S?^"?\`<>4`1@0`````````````!+L\&WRP MO,G=+-:9V9[T:YLW"74&WK8[9->XZR]'(ZURYV.LY:MO>6%M8X^I+:9?C[B7 M-6WK-<9VM&AD\G9SR0Q%+X=S+E;4"SBT?1]-XRTW5^.^.]7P.D:)I&!Q>KZ? MI^KXNSPFN:UKF$LZ6/Q&$PF(Q]*A98[&XZRH24J5*E)+)))+"$(`.U`````` M````"E&\UOZW#R-?G?\`.'W;90!K```%KW\H=^IMTK^__G;_`'[C`$GT```` M````````````````````!!U^NW'O:'EOB/A3KE:;I;[QS5N?-?(FH\8Z3>:!H5.?:*VA2I4*'DG\?E&A1IR4J-&E MW%ZYTZ5*E3EA)3I4JD`'Z?ZL7BR_:6=`/TR.NOX MQ@#_`%8O%E^TLZ`?ID==?QC`'^K%XLOVEG0#],CKK^,8`_U8O%E^TLZ`?ID= M=?QC`-6_F:YM\4OD>\=G8+K=:^1KQ[7O)-378\C<$W=QW(ZWRU<;S;QY3N,Y MI%*VNKCDVWM\?+MWMN=,9:..S5S-Z1C"`"I.``'Z4:U6WJTJ]"K4H5Z M%22M1K49YJ=6C5IS0GIU:522,L].I3GEA&6:$81A&'K`!<]>#'R!4/)#XW>" M^<\OEZ>3YT2RPFG MA3I9N2G&/ODFA`#;T`````````TL_,3<;W/*OA7[_:Q:TJE:KB^)\!R1-)2F MC+-"VX:Y0T+E^\JQC":7UIT+/1JD\\/^626,/2/KZ`*:T```%[+TVYQM>S/4 MCK'V'M+BG+RK<:EGM,PU/"QPU] ML.LT9*-[+M4U2:O]9C-)&C"$))O=&,H$L?\`<=.*_P!HER!^CCKGXWP#]QTX MK_:)<@?HXZY^-\`_<=.*_P!HER!^CCKGXWP#]QTXK_:)<@?HXZY^-\`_<=.* M_P!HER!^CCKGXWP#]QTXK_:)<@?HXZY^-\`_<=.*_P!HER!^CCKGXWP#]QTX MK_:)<@?HXZY^-\`_<=.*_P!HER!^CCKGXWP$E;PW^*O`>(3K'O76O7.9\QSG M8[OSQL_.-7;/N,-"GUVGB+#9-HHW-O:4>-)+F%S&XDFGFNY MI/APA3A-.!MF```````````````````````````````````````````````` M```````````````````````````````````````````````````````````! M5"_-Y?KDMT_-_P""?]QY0!&!``````````'>./>,>2>6]DM=.XIX]WCDW;[[ MT^I:KQ[J>>W39+SUGEIP^JX/6[#)9.X]9YX0^PI1^F,(?\H"09TP^5=\L':V M]Q65WWBS$]0>-;JM0GOMO['9&?`[9]2A6HPOZ>'X_&A\L9X]/'U>Z_P`D[AAKSMSV*PM2QR-IRAS1B,9' M3M1SMG"6:&0XQX>MIK[6=[R]?81K\[_G#[MLH`U@``"U[^4._4VZ5_?_SM_OW&`)/H```` M```````````````````.N[?MNM:#J>T;UN>9L=V[7L.3J_`QN!UK M7,;OL7VUSGVPML7R M;OEY+QW@[QFIK7BWNEA;?&:Q3NZ]; MZCA.?]!MLCE='N*,)YYK6REWC6:^5PM;V4X5;W(S8F2,_MHPEB!:(``````` M``/).?\`B?$\]<$Z7UAZ1`406V:MGM&VK9M)VK&W&&VC3]@S.K;)B+N7V76*SVO MY&YQ.8QMS)'_`)EQ8Y"TJ4IX?\DTL0'7P`!:;_*`]S;'G[QIWW6K-9>WN.1. MF7(F9U"&-GK23Y.KQ'RAD,MR%QSG+F$U2-::WDV&\V/#4/L82TK?"TI?7^"$ M`)8(``````````````````````````@!_/.?^UW_`-]G_P!(X"`&``)7WR;? MZV_9?S/^9/NXX?`6G0`````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````"J%^;R_7);I^;_`,$_[CR@","``)EORJ_BDZ"^2+0. MYV;[H\"_US9/B?<.%<5H%S_6CS1QW]H+#;<+R1=[#0^#Q1R+HMOE?MA<8"TF M]U[)E*,D)IX3`2S?W7'P4?D,_^)GN'_P#M!`'[KCX*/R&?_$SW#_\` MV@@#]UQ\%'Y#/_B9[A__`+00#E,/\L3X,\'>RW]ET4Q=>O+3J4H29CG[M3L- ME[:D(0FC-CL_SED\?-4AZ?8SQI1GD_\`AC`!DEQWX-?$'Q?5MZVL>._J[?U+ M:6G+1GW[C?&\L1A\*G=4J<\\.4YMRA5K0A>3QC4G]T\9Y:<\8QFI4HR`;'>/ MN+.,>)<)+K7%7'.A\9:Y)\/V8#C[4-?TS"2_!EFDI>W%:YC\;8R_"EFC"7TI M_8PC'T`=[```````````````!2C>:W];AY&OSO\`G#[MLH`U@``"U[^4._4V MZ5_?_P`[?[]Q@"3Z```````````````````````")M\W7Y!)NK_0'&=5-'S= M.RY7[M9B_P!0RTEM5I39'#\!:;''93E&]C++6C5L_P"6.1OL5KLGQ:,:=WC[ M_)PIS0J4/64"K0`````````````````=JT7=]JXSW?3N1]%S=]K6[\?[5KV[ MZ=L>,K36^2U_:M4R]GGM>S>/N)(PGH7V*R]A1KTIX?3+4IPC#^`!=W^-[N=J MWD%Z0]=>V^K0L[6?EGC^PO-SP5C&I\#4N4,!6N-8Y2U"E+<3S7<;/7-_PV0M MK2K5A+/=6,E&XA#V5I8Q`S?`````````5!OS-W3>ZZA^6[GV]QV)^H<=]G:E MGVBT"XHT*E.UKUN3;B^_K.M(U(4I+22\LN8,5GI_@4IIHTK*XM9YH2_%E@`C M\@`#=KX`_);#QD>0SCODGM5ITZEW'$4K^VH0C-=1A,!<>6G+-//-+)))+&>>>>,)99)9 M81C----&,(2RRPAZQC'Z(0`4SWGK\@D?(YY*N;^8->R\V4X`8R3R M3V=7BOC7(Y6VI;)8S21_C+7D/<,AE]DI1GA"M)0RU.C/Z?"A"`&FH``;!^N7 MBC\C';KC.UYDZV]0^7^7>+K[,9;`6&[ZMA[*;!7^6P56G;YBTL;G(Y&PFO?M M==5/@U:E*6>E+6EGI^[WR3RR@>\?Z`_F2_9[<_\`_P!(P7_'@#_0'\R7[/;G M_P#^D8+_`(\`?Z`_F2_9[<__`/TC!?\`'@#_`$!_,E^SVY__`/I&"_X\`?Z` M_F2_9[<__P#TC!?\>`/]`?S)?L]N?_\`Z1@O^/`'^@/YDOV>W/\`_P#2,%_Q MX`_T!_,E^SVY_P#_`*1@O^/`,!.R_5'L=TXY%H<2]H>'MTX2Y'NM;QFX6FI[ MQCI,?D[W5LS=9*PQF?LHT:US;7N+N[_#7="6K2J3RPKVM6G'TGIS2P`Q[``$ MZGY,#R#QU/E#FGQN[YF?9A.5K?(<]\!4;JK4C"AR)JN&M;+EK4K&$8U8S5-G MT#$V>:HTY84J-"76[Z>,9JEQZ`+$\````````!%,^;6\=-UVXZ"6G9WC[#S9 M#E_H]=9_D&[M[*UEJW^P<"[)1QM#F#'^M.G+5JS:;)AMWC@.'^6]^9(GV2?1?'QY#M_FGV2>;' M:EUK[-;GE(S3['/-&G98/A_F38,A5C&;8YHQDMM?V*ZJ>N1C[+&^G^M_`KW8 M$]D``````````0`_GG/_`&N_^^S_`.D````````` M```````````````I1O-;^MP\C7YW_.'W;90!K```%KW\H=^IMTK^_P#YV_W[ MC`$GT``````````````````````1^/F6O(+_`(#/&+RA;:GFI<;S9VCFNNN' M$\MO7HRY3&6NY8B^FY1W:WHQGEO*%'5>-Z-]1H7U&$8V6;R6-C&,L:DL0%0< M``/1.(N*]XYTY6XUX5XSP]38>1>6]\U+C;1<'2GA2FRVV[MG;'7-?L(UI_XN MWIW.4R-*6>K-Z24I(QFFC"6$8@+PGH]U.T3HSU)X#ZF\R^VID]VWB_LZ'K2H93>=SR%_E[J66,82W%[/"$?2$`&58``````` M```AN_.-]`).;^G''_>?2<--<\A=1L]2USD2I8VL*EYEN!>4,QCL36N[N:E& M:[NY>/>1ZN.N:$DLD:=K8YG*7-2,DDDTP"LI``'O'5[L/R!U*[%<*]F.+;SZ MIOW!_)&J\C:[+/7N+>SR=?6\I;WMWKV7C:STZU;7]HQLE;&Y&A"/I<6%U6I3 M0C+/&$0+Q7K=S[Q[VHX"X>['\49"IDN.N;..]6Y(U.O<2R4[ZAB]HQ-MDY<7 MEK>2>I"RSF%KUI[._MXQC-;7E"K2F^RDB`]K```````!QN9P^)V+$977\]C; M',X/.8V^P^:P^3M:-]C>7Q5[#XK^[VUZ-@<1E)^M',-QE^2NLNU7%*XK6,VF7F0A/F.,[G M*5*MS+<[1Q)DKV3&7,M6K&[N,=/89"K)3A?TY0&DP``?9CLCD,1D+'+8F^O, M7E,7>6V1QN2QUS6LLACLA95I+FSOK&\MIZ5Q:7EI<4I:E*K3FEGISRPFEC", M(1`6&'@[^:ZU39\1J75?RF[?;ZGN..M\?KW'W<7*0^'JVWV]&2G96&)[!ST* M8_)XS(6=2M:7^/O[2M)5HUJ4\].K3GA-+&,L81`<@` M`````/%.P78_@CJGQ?L/-'8WE;2^'>,-7MZE?+;=N^8H8NRC5EHU:U'%XJVC M\3);#L%_+1FEL\9CZ%UD+VKZ4[>C4J1A+$"M\\V_S3/)W<_&[5UAZ&0VS@OK M!E*=W@MZY4OYIL)S3SEB:D*EO>XFTELKBI4XNXSRU.:,M:SHU9\UEK:$LEY7 MM;>M=8R<"'J``)^'RZ7S+E[)>Z)T&\CF_4ZUC6IXG3NNW:7;KZ$EQ9W$D*>. MP?%W.>P7M6$ES9W,D*5MAMINIH5:56$M#*5*DE26]H`6!`````````"`'\\Y M_P"UW_WV?_2.`@!@`"5]\FW^MOV7\S_F3[N.'P%IT``````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````JA?F\OUR6Z?F_\$_[C MR@","``+#SY'3^ROR)?W@=1K\[_G#[MLH`U@``"73X;_F<-&\6'2G!]3,_U"VSF7(8?D3?]XFW;#\P MX?2[*O2W6_M;VECI<'>\>['7IU,?"W]LU3ZS&%3U]82R@-J?[\7Q7^SMY`_2 M.US\4`!^_%\5_L[>0/TCM<_%``?OQ?%?[.WD#]([7/Q0`'[\7Q7^SMY`_2.U MS\4`!^_%\5_L[>0/TCM<_%``?OQ?%?[.WD#]([7/Q0`'[\7Q7^SMY`_2.US\ M4`!^_%\5_L[>0/TCM<_%``?OQ?%?[.WD#]([7/Q0`).GB&\G&"\LO5/(]H]> MXARW"=AC^6MOXJCIV9W&SWB\JW&I8;4\Q4S4,U8Z]K-&6C?2[5+3EH?5HS21 MHQC&>;W0A`#:0`````````J6_FF_(+_C5\EVU<8Z?FI4O=99;GWDO"WV.JWEM)5HUK2__JZX MTNKZO7DF]E2TR&-MZP56>:E+EM2W;!7VN;#80K2?QEO4N<5D:LLE27TGIS1A-+&$ MT(1`4>7=[JEO/1SMMS_U,Y%^)6V?@WDC-Z=#*SVLUC3VG6X34LKHV\65G4GJ M5+;%[[H^2QV:M))X^^6UOZ<)O2;U@`Q7``%C5\F)Y!9]\X8YF\/L M;JWP6S6M*,U*KD,#>R7$]EFL="K2AD,97JR2ST;B6WN*(%-[VXZF7^%1I9W4=HQ56G>8^\DED MC4H5(2U)*5:6I2D`QM```!MW\=OG&\B?C,GQ^`X#YCJ;)PU;9#Z]>]>N7;2O MOO$%U"K7C<7M/#8NXO;+8N/ZF0K3S5+BKK62P]2XJQ]U>-7T]`$R/J?\ZGU+ MW;'8S#]Q>MO+7!6U_!I4+_;.)+O$6I5DJ3V\OV,T*D9*E.:<#US*^;_P`0^'L*^1N_ M(MU/K6]O\+XE/%2:,DTN9]DTDOO]82STXS@1\>X_SLFV9>SRFM]"^IUGJ$UQ3JT;'E?LYF M:.P9JWIUHRT_CVG#_'>3HX+'Y2TI0FGHU;G:LM:QJS2_$M:DDDTE4"'#V\[U M]N.^7(4_)W;7GC?.9]FIU+J.&MMCR4EMJ6H6]Y/+/<8[1-#PU'&:5HV+K322 MS3V^)L+2E5GA[ZD)IXQFB!B8```#?_X-/!/S)Y9.6;;;=OM]DXNZ5SL;P M"W-T+2-:XST;3.-],L*F+T_C_4]=TC5,95OK_*5<=K6J8>SP."L*N3RMU>Y3 M(U+/%V%*G-7N:U:XK1E]]2>:>,9H@=L```````!`#^><_P#:[_[[/_I'`0`P M`!N+\'7DRT;Q0=S\KV@Y"XRVSEC`Y#A/>.*Y-7TW+X?"Y>GD-LS^DYBWRLUY MFY9[.-G:4]5J23R0A[YIJLL8?1"("7C^^\]6/R'^P'WPN.O]@`?OO/5C\A_L M!]\+CK_8`'[[SU8_(?[`??"XZ_V`!^^\]6/R'^P'WPN.O]@`?OO/5C\A_L!] M\+CK_8`'[[SU8_(?[`??"XZ_V`!^^\]6/R'^P'WPN.O]@`?OO/5C\A_L!]\+ MCK_8`'[[SU8_(?[`??"XZ_V`!^^\]6/R'^P'WPN.O]@`V9^)_P"9'X1\K_:' M(=7^/>MG*G$^>Q_%>V7=3:J<\D M\8^R66E-"/TQ@`DD@``````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``"J%^;R_7);I^;_`,$_[CR@","``+#SY'3^ROR)?W@=1K\[_G#[MLH`U@````````````````M._D MV_U1^Q_G?\R_<3Q"`E>@```````U7^:+OU:>-SQU<_\`8^QR%K:QA1RU'3)9;K9;ZT_P"=7QF$N98>D?I`4L-] M?7N3O;S)9*\NLAD7EU<3U*]S=7->I-/4J3S M33SSS1C&,8Q`?*`^S'8[(9?(6.)Q-C>93*92\ML=C<;CK:M>Y#(Y"]K26UG8 MV-G;25;B[O+NXJRTZ5*G+-/4GFA++",8P@`NJ/#7T*QWC?\`'?U^ZV5L=:VG M(U'79>1.=;ZWC3J5,MS=R#1MLWO4*]W1FC2OZ.K3QM]>L:\L)?B8S#6T8P]W MK&(&T0````````````!7Z_.D^/V-"]X$\DNA8.6%&^EM>M_8.K86\DL87M"3 M*['PKNN0I6MO&I5FN;.3,X&_R%S/"62%OA+26/K-3E`0$0`!GCXR.[&R>/+O M1UV[:8":^KX[C/>K63D'!V'\95VKB?:+>OJO*.M26M2O;VEU?9+2QQ_QX MQIV^4IVUQZ>^C)&`%W'INWZSR#J&J[]I>9L]BT[=];P>WZGL&.FGGQ^=UG9< M9:YG`YFQGJ24YY[/)XN]I5Z49I98QDGAZP@`[(`````````TT^8_PO\`7OR[ M<+V^!W">WXV[$\?8^_CP?V!Q>*HWF8UJM+H5V@\=G..;X![3\6]U"A=ZUQW?TI8_7-KJR1^/2C"CBJ=>I4JWE@!:'<0<0<8\`\8Z1PQPQI& MO\;\6<;Z_9:OI.DZO92V&%P&%L)8PI6UM2A&>M7N*]:>>O>K=7EU5J5Z M]2I6J5*DP'I`````````"`'\\Y_[7?\`WV?_`$C@(`8````````````````" M5]\FW^MOV7\S_F3[N.'P%IT````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````*H7YO+]!UQ^YSE\!.\ M```````````````````````!2C>:W];AY&OSO^^<1\A']?7387]Q:\ M#ZIG-<76B[ M]B<;F*5/UA"K4LH23>LLT81`H^N4.-=UX9Y*Y!XAY)P5UK'(?%F[;3QWO6MW MOL^MX'<-+SE]KFR8>YC3FFIS5L=F,=6HS32QC+-&3UA&,(PB`Z*``+2WY13R M#Q[0=`\KU1WC-RWO+'2/+8[4L5)=32RWV9X!W6?*9+BV]DFGJRS7TVG9+'9; M7JDM&E"2RQUABX59HU+B$TX$LL``````````8D=T.C'5SR!\,Y;@KM9Q5@^3 M-*O?C76&O+F6?'[?HF?GI?"M]LX]V^QC2SFH;):>V7^.M:LM.ZHPFM[JG<6M M2K0J`5SGE%^4L[C]4;[8>3>DL-6E8Y?1K M*%&TY7IV]"I)2IWNKR39&[J2U)Y\-:4I833`1,\SALQKN6R6!V#%9+!9W#7U MUC,QA6-]9W%.:G5I59)*E.>6,LT(1A&`#C M0````````&7?3_H9V[[Z\A6G&O4_@C?.7LY4O+>UR^6P>)J6VCZ;2N)Z4L,E MON_Y/ZGIVDXNG+5EC\;)7MO">,99*<)ZDTDDP%A/XCOE+>OW5:[UGG/R`7^J M]I>=\;-9Y?!\165I<7G7#CK*TYHU9:F6Q^;L[2]YKS5I&$OMFRUI:8*E/&>' MVMNIY*%W*!,0M[>WM+>A:6E"C:VMK1I6]M;6]*2C;V]O1DEIT:%"C3EEITJ- M*G+"6666$)9980A"'H`_8``````````0`_GG/_:[_P"^S_Z1P$`,```````` M````````!*^^3;_6W[+^9_S)]W'#X"TZ```````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````$1?S(?+(;SY3^ZN<[9X'M[JG#./R_'>@:-+I.7X=R^ MZWE"KI=A=V=7(S9RRY#UNA4IY"-S[I:?U6$:?IZ1FF`:K/W'3E+]HGH'Z.&Q M?CA`/W'3E+]HGH'Z.&Q?CA`20/`]X5MG\-FI]DM:V7L#@>>I^>MBXTSEI=X/ MCS(:!)K4F@8W<["M;7%&_P!MVN.3FR<=JEFEFEFH0I0HQA&$WNA&4#?V```` M```````````````````"#;WD^4"Y%[?]P^RW:/'=Z-*T6PY]YEWOE6TTV]X' MSN>N]9M]RSMWF*>%N,?.>)KIYD^KFP%CA;W8=FK3UK&;59JDU?ZS"6I" MM"$))?;&,P&W0``````?'D(7\UA?0Q4]G3RD;.YAC:F0I5J]A3OXT9X6<]]1 MMJUO<5K.6X]L:LM.I)/-)ZPEFA'TC`"`5RA\E]V'YFY*Y!Y>Y)\F&E;/R'RG MNVT\B;ULE[UPV#ZWGMPW3.7VQ[)F+F%/E^6G+6R.8R-:M-++"$LL9_2$(0A" M`#HO[CIRE^T3T#]'#8OQP@'[CIRE^T3T#]'#8OQP@)6OA2\2VJ>(/JQG>#[; M>5[/5/Y(R[%<36]K@=.U['8JOE<]D;+7]3UC&T_A4*U[ M7E^V5[?W$D)(7,9(`;A@```````````````0[_+5\J;:>1'NQO\`V]XC[.ZQ MUYDY9P>IW7(>C97B/([K2R/).`Q<-;RVXXR^Q>]ZI:V%OLN!Q.,JW5"-M/4J MY26[NIZL\]S'V@:U/W'3E+]HGH'Z.&Q?CA`/W'3E+]HGH'Z.&Q?CA`;1_#]\ MM1V!\4'<[6^T."[TZ9R+J-QI^W<<\J\7VG".P:M/O^C;19T;NWQU/.U>3[[MD]C#'V?*6+LJ^D\OXRWI2S_4J5IR?IMQ@]QN;''U9XU*-C=W= MSCO?&/OMYH330F`BI]H_DD>,\QY>V:/+4J7%?'\>=A]+Q^]X[WUH_ M$I6=/DS0*NGY/%X^SG]9*?QM7X ML;?XL*,830J1EC)/"4#J>)\'OEZS5]3Q]GXZNUM&O5EJ32U,MQ1G\!8PA2IS M5)H5,GG:..QM&:,LOV,)ZLL9YO266$9HP@`R,X_^6>\VW(LU":PZ0;#K-C5E M]]7(<@V$9? MAPI[+-&>/NA-\.$)8S`2*.GORA7C"Z\W&(V3G:MR=W(W;'36]S4H\EYK^0W% M,N1M9Z=6E=67&?'M;&Y"[M9JDD?B66ZY;R6N!TCCO5L)IFJ8>A)3DI0IX[`:]98_&6OK)2EA-&2E" M,WIZQC&(#OX````````````"/%YZ_!UM/F;_`,*?\FNQ.O\``7^&_P#KS^N_ M;WCC(\@_RL_K@_J=^K?5?J&X:G]J/M%_5;4]_O\`K'UCZY+Z>SX!'A_<= M.4OVB>@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4O MVB>@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB> M@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB>@?H MX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB>@?HX;%^.$`_<=.4OVB>@?HX;% M^.$!MU\*GRUF[>)GN'E.T>P]M-6YLL,APSNO%4NFX;B'+:/=TKC;<]IF9IYJ M.:O>0-FHS4;&759J GRAPHIC 22 hyattregencylogo.jpg GRAPHIC begin 644 hyattregencylogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^%%56AT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O"UD969A=6QT(CY(4E], M(R,C82UC='(M04Q,+3&%P+S$N,"\B"B`@("`@("`@("`@('AM;&YS.GAM<$=);6<](FAT='`Z M+R]N&%P+S$N,"]G+VEM9R\B/@H@("`@("`@("`\>&UP M.DUE=&%D871A1&%T93XR,#$S+3`Q+3$Q5#$S.C4S.C0Y+3`V.C`P/"]X;7`Z M365T861A=&%$871E/@H@("`@("`@("`\>&UP.DUO9&EF>41A=&4^,C`Q,RTP M,2TQ,50Q.3HU,SHU,%H\+WAM<#I-;V1I9GE$871E/@H@("`@("`@("`\>&UP M.D-R96%T941A=&4^,C`Q,RTP,2TQ,50Q,SHU,SHT."TP-CHP,#PO>&UP.D-R M96%T941A=&4^"B`@("`@("`@(#QX;7`Z0W)E871O7!E/2)297-O=7)C92(^"B`@("`@ M("`@("`@("`@("`@(#QX;7!'26UG.G=I9'1H/C(S,CPO>&UP1TEM9SIW:61T M:#X*("`@("`@("`@("`@("`@("`@/'AM<$=);6&UP M1TEM9SIH96EG:'0^"B`@("`@("`@("`@("`@("`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`W9D@Q*V8S3T5H M66%(:4EM2VDT>4YJ;RM#:S535FQP95EM6B8C>$$[<6)N2C)E;C5+:G!+5VUP M-FEP<7%U28C>$$[;V)(=T9-2%(T4TY#1E9*:6-V17I*1%)$ M9VAA4U5Y5VE9-TQ#0C-04TYE2D5G>&15:W=G2D-H9UI*:EI&1VED:V1&53,X M<4]Z=WEG<"8C>$$[,"M0>FA*4VMT3515-5!2;&195U9P8EA&,658,5)L6FUD M;V%7<')B1S%U8C)2,61N9#1E6'`W9D@Q*V8S3T5H66%(:4EM2VDT>4YJ;R8C M>$$[*T1L2E=7;#5I6FUP=6-N6C9F:W%/:W!A86YQ2VUQ<39Y=')Q*W8O84%! M=T1!44%#15%-4D%$.$$Y531Q-T9867$W1EA9<3=&6%EQ-R8C>$$[1EA9<3=& M6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=& M6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1B8C>$$[6%EQ-T9867$W1EA9<3=& M6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=& M6%EQ-T9867$W1EA9<3=&6"8C>$$[67$W1EA9<3=&6%EQ-T9867$W1EA9<3=& M6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=& M6%EQ-T98628C>$$[<3=&54IQ3W)A9G`P6'%88V]3=C)%-G4S*W%O,WA69VPQ M*V-&=F$V-&)A5WE,865!03!I3E=:5T\Y869:27`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`P5F8Q:SEH-S1&97-E5B]+,$]J=R8C>$$[97!,4U$$[>E(T,T9#1&EH56EW<6I9 M-6]O-D(S0VXS3TMO=4Q53$5%07IX:C5S0FER,%0X=DI)-4QE.$M-2$A+4&13 M1#)B=W=&47DO06PR2W5X5B8C>$$[,DMU>%8R2W5X5C)+=7A6,DMU>%8R2W5X M5C)+=7A6,DMV2R]Z:3!M*W9.4W-*8F1!-GAW34=&441U.64Y34E16&YO,&Y5 M52LQ07$$[+W=!8TMQ.&1H9$$P6D]0=5-0-%EQ<6E)>&=&:E4K2&)& M6&\S:UAZ<#5E9VE45'`W85!46C)O4')!2DUC:F8U8G16;%!Z3E!L9U8V2B8C M>$$[9U,W1E=M6E95DA9041U8U9E8BME+TU79S9I:'198E),=6%0 M6F(U<7)W.6M+,%IV<#(K949$04IA045$665!=W%G-6-6428C>$$[:W5+=E50 M>5`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`U65AJ:&YE3#!*1U5H6#1H=S-% M;G)3=4%Q2'!/0DQS5F1I$$[0VIQ1U)H4FQ)<4-08TA&5TMA-S5%=#=G3DYPCAJ,5@Y5T$$[3FA60GE9<6A:8U9A$$[5F1I$$[<4(O:VYO,S8O;FAT1'HR-6EK:6MA3U9$ M2$EH25I'0D1!:G-18TMO3UA&5G1I=DQ58E5D45I5$$[4WEU84I'9TQ-5#AH:7),.4(O2SEP0W1XFI0 M>$@R9'@P*U,O9F=T865G5V1L6C)6=71V85%P0D%N,EDP04$K93-F06Q7>"8C M>$$[5C)+=7A6,DMU>%8R2W5X5C)+=7A6,DMU>%8R2W5X5C)+=7A6,DMU>%8R M2W5X5C)+=7A6,DMP3C5G.'`V3G)S4D8U1'AN06]L,4A26B8C>$$[1BMN.6]E M>'A6-4XU<2],=E'%B,G=&5#8X45!*4B]X66TU2'HS1T9#4F583%EZ M86]S;%!H9U5U9FUF:$$O1W5&6'!':RM39"8C>$$[43%!:5#-Q=R]E M35`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`X06Q2-6DQ8E1,9E5B931S,&=U M535X$$[8T-T3G=),D@T-'%Z=CAU9DE7$$[04IG62]W1&LY3&A#0VU'9V9M.7`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`U6'%T4TLQ4E=(55EQ;#,O2S!V26XO M5GHO-4E82"]64$95,S!0>DIO=75X4WDV5B8C>$$[8R]723170WE(:$EL0U)5 M9C-I6%H8T,S3C-*-E9U5T156B]!$$[6FMT;T1X6G55$$[-T1Z4E-):"\R4E=G*VY';%I+3&E&$$$[5F-+=S8K1TMO+T95<70O3E=G6$UL*VM.,DA/;&=M+V9H245J-#%R5GEV M12]:4%%N1E984G9-1VHV>D9*3'!T=THP:5!'5#1846=N<"8C>$$[5EA#='8T M,'A634U69&ER69M=F)R26]D9C!/5%)G0U`Y-D@X8TMS M$$[56=G,"]W03@V.7!E;2]$ M<%-X4E1V078Y,T9C3E-Q$$[+W!I<35,83)29WE227)$;W=502]H:7%6 M*V(Y8T]H*UAB,U5K04TP4T%103E056-H17%/-$)A<'A60F549DMK1VQ785AT M-'9R-C5D:B8C>$$[,6(V.&PK2U1M*S5113E!=E0S>%9.=%DP3%-D6G148F%L M8DIC4FXW2EEF17`X55EF17`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`P84]84D-:3&$W+V908W5E57-R2'%: M1U`W4395-UE%<%@K8E`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`S-S1Q M;W9P6#5L,VEM,W5T5W-B2T)T;FYS-#5';30K,W%"47`K4G=Q;G9L-WDY639& M6695-U1M+TIJ2E!.2655:R8C>$$[:VIF861J-&Y!<5HT<6LS;&Y23&I3=C!R M-C!I4#EF,4%9Q9V9%3T\K2W!Z:7)S5F1I$$[$$[5F1I$$[9&ER&UP.E1H=6UB M;F%I;',^"B`@("`@(#PO&UL;G,Z&%P+S$N,"]S M5'EP92]297-O=7)C95)E9B,B"B`@("`@("`@("`@('AM;&YS.G-T179T/2)H M='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O&UP34TZ26YS=&%N8V5)1#YX;7`N:6ED.C=&1#@X M-D5!,3DR,#8X,3$X,#@S138X,T1&.#,V,#@Q/"]X;7!-33I);G-T86YC94E$ M/@H@("`@("`@("`\>&UP34TZ1&]C=6UE;G1)1#YX;7`N9&ED.C=&1#@X-D5! M,3DR,#8X,3$X,#@S138X,T1&.#,V,#@Q/"]X;7!-33I$;V-U;65N=$E$/@H@ M("`@("`@("`\>&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/G5U:60Z-40R,#@Y M,C0Y,T)&1$(Q,3DQ-$$X-3DP1#,Q-3`X0S@\+WAM<$U-.D]R:6=I;F%L1&]C M=6UE;G1)1#X*("`@("`@("`@/'AM<$U-.E)E;F1I=&EO;D-L87-S/G!R;V]F M.G!D9CPO>&UP34TZ4F5N9&ET:6]N0VQA7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@(#QS=%)E9CII;G-T86YC94E$/GAM<"YI:60Z-T-$.#@V14$Q.3(P-C@Q M,3@P.#-%-C@S1$8X,S8P.#$\+W-T4F5F.FEN7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA M8W1I;VX^&UP+FEI9#HW0T0X.#9%03$Y,C`V.#$Q.#`X M,T4V.#-$1C@S-C`X,3PO&UP;65T83X*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`* M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H\/WAP86-K970@96YD/2)W(C\^_^X`#D%D;V)E`&2``````/_;`$,` M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0(" M`@("`@("`@("`P,#`P,#`P,#`__``!0(`L$"?P0!$0`"$0`#$0`$$0#_Q`#2 M````!@(#`0`````````````'"`8%!`D#"@(!``L0``(!`P0!`P,"`P,#`@8) M=0$"`P01!1(&(0<3(@`(,11!,B,5"5%"%F$D,Q=2<8$88I$E0Z&Q\"8T<@H9 MP=$U)^%3-H+QDJ)$5'-%1C='8RA55E<:LL+2XO)D@W23A&6CL\/3XRDX9O-U M*CDZ2$E*6%E:9VAI:G9W>'EZA8:'B(F*E)66EYB9FJ2EIJ>HJ:JTM;:WN+FZ MQ,7&Q\C)RM35UM?8V=KDY>;GZ.GJ]/7V]_CY^O_:``X$`0`"``,`!```/P#? MX][_`![W^/>_Q[][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][:LWG<-MK%UF;W!E*W:LCR6CIRE)E7T.WV8C7R'WO MWOWNRWW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[WT2`"20``2238`#DDD\``>_>_>_>R*=Z_/+K#K%JO;VR'I^RMZQ&6"2+ M%U8&U<-4*NF^5ST`ECKYX92-5-1>5KH\V7V[!*S8O8F/AP\*6`C;+5T<>1S-2GJ9BY,D%,]PO-+P/[3>]^]^]EBI6*Z M64E66S*RD@J1I(((Y!!]^]^]^]W+?#S^<'WYT$<7L_MJ2M[UZLIQ%2QQ9[(- M_I%VU2(RQI_`-WU7FDS%)31$Z:+*B<$(D<-12H#?WOWOWO:`^./RUZ'^56VS MN#IW>]%F:JF@$V5JV"F\T@C2KA\]!,]Q%/)8V][] M[][,E[][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][+5WQ\L.G?CY2R0[PSPR. MZW@\U!L7;YAR&YJGR1&2GDK*?RI!A:&<6(GK'A5UN8Q(PTGWOWOWND[O7YN] MN]\25F&CJ_[B=?U!:-=H;=JIA)D:8GA=S9O3!69LM_:A5:>B-A^P6&L^]^]^ M]EDH/JO^L/\`>S[][][][>\AF*3;N"RV?KF"T6#Q61R]6Q8(!38VDEK)R7(( M7]N$\V/OWOWOWNA7)Y:KSV:RV=KV#UV:R5=EJUP6(:KR-3-65#`L68AIIB>2 M3[][][][ST_T_P!A_P`0OOWOWOWM[@^J_P"^_M>_>_>_>U[LG>.[-@;BQ>[M MC[DSFT=T86I6JQ.X-NY.LQ&7Q\XU*7IJZAEAJ(Q(C%74-I="58%20?>_>_>] M@[XB_P`['(4:XK9/RVP[Y.E`IZ.#N+9^-5_>_>]A+878>QNTML8[>G7.[,#O7:N55C0YW;F2ILGCY7CL) MJ9Y:9W-/6TKG3-!*$FA>ZR*K`CW[W[W[VL??O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8;]H]O=:]+[:EW;V=N_$;1P MJ%T@ER$S/6Y.HC3R-187%4J3Y3-5_C]7@I8990MV("@D>]^]^]T?_(G^:5O? M?9KMK]#4-9UUM>0/!+O'(BGDWYE82I5VQ\43U..VG!(&(#1/4UO"ND\#70>] M^]^]UH&OKLI6U.2R=;5Y'(UTTM56U]?435=;654[M)-4U554/)/45$TC%F=V M+,3_>_>PD^4&X)-O] M%[N:`H*C,KC=OQ%[$>/*Y&FCK@%N"SMC$G"V_2Q#X/JO^^_M>_>_>_>WFG^@_P!,3P:B89(V.KW[W[W[WLE_$W^;QU#W`N,VCWG%0=,]A M3^&E3-SU,AZQW!5NZQ*U/FJIY*C:$TK$L8LFQI(U'%:[,$'O?O?O=OT$\%5! M#4TTT5135$4<]/402)-!/!,@DBFAEC+1RQ2QL&5E)#`W''OWOWOWO+[][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][;,SFL/MS%5^=W#EL9@L)BJ:2LR>8S-?2XO% M8ZDB%Y:JOR%=+!24=-$.6>1U5?R??O?O?O=-'R;_`)NNT-MMD-H?&O'4^^,X MEZ>;L?.TU3!L['RD,DIP&(E%)DMR5$#?IGF^VHM0#(*J,\^]^]^]TB[[[2[" M[>W/5;Q[*W;F=X;AK`P:NR]4TJ4L#.\BT6,HD$=#B<=$S$I34L44$=_2@]^] M^]^]P:+\?\%_XK[][][][6%%^/\`@O\`Q7W[W[W[VL:#ZK_K#_>S[][][][6 M%!]5_P!8?[V??O?O?O91/G+DC#L+9&($A7[_`'9/D#&"H\BXO$U-/J/.HB-L ML/P1C[][][][>J?Z?[#_B%]^]^]^]O<'U7_??V MO?O?O?O;S3_0?ZX_WL^_>_>_>WN#Z+_OO[/OWOWOWMZ@_/\`L?\`B/?O?O?O M;U!]5_WW]KW[W[W[V?OXJ_S`>_OB]+0X?!9O^^O6L,P-3UIN^HJ:S#04[R,] M0-KY#4^2VC5-K=E^U8T9FRE\7_`)\="_**FI<;M[-'9W8K M0*]9UONZ:GHLVTH!$IV[7!EQNZZ0,K,II&^Z6*SST\%]/OWOWOWL[/OWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWNMKY4_S.>AOCH"JP71UW;NZ.*MQ M^.EIGC99*.E2LKTD`26*%6\B^]^]^]ZZ'R'^8G>WRBR_W/9>ZG3;E/4M48?8 M&W5FQ&R<,VK]MX<2*B>7)UL()"U>0FJZM0Q59%0Z1[W[W[V7^B_Z-_XCW[W[ MW[VLJ+\?\%_XK[][][][6%%^/^"_\5]^]^]^]K"B_'_!?^*^_>_>_>UC0?5? M]8?[V??O?O?O:PH/JO\`K#_>S[][][][(1\[:EFR'6%&6ND%#NBI5=-K-5U& M!B9M=O5J%&.+\6_QY][][][(I3_4?ZP_WH^_>_>_>WJG^G^P_P"(7W[W[W[V M]P?5?]]_:]^]^]^]O-/]!_KC_>S[][][][>X/HO^^_L^_>_>_>WJ#\_['_B/ M?O?O?O;U!]5_WW]KW[W[W[V]4WX_WW^J]^]^]^]J"@J*BDGIZNDGFI:JEFCJ M*:IIY7AJ*>HA*R0SP31LLD4T4BAE92&5@"#?W[W[W[W<%\5OYK7:O5XQNTN[ M8:WMS8T31TR9Z2H1>R,%2+H35%DZJ1*7=L,*`D0U[QU3L?\`@8J@)[][][][ MV"NFN^NI^_MM1[HZLWAC=R4BQP-DLX,%4^/)8J?7$ZHTD M?AG"%X7DCLY][][][&#W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[V5SY)_,?H/XJ885W:N\(8L_54IJL)L#`+%F-]Y]"SHDE#@UG@%%0N\3J*VN MEI*'4A3S>2R'WOWOWO6R^57\T[OGY%/D-L;.GGZ:ZMJ1+3-MW;.2E;<^?HV8 MH?[T[NABHZR6*IB)#T5$M+2%&,0^]^]^]UN4_U'^L/]Z/OWOWOWM]@^ MJ_[[^U[][][][45%_P!&_P#$>_>_>_>UE1?C_@O_`!7W[W[W[VL*+\?\%_XK M[][][][6%%^/^"_\5]^]^]^]K&@^J_ZP_P![/OWOWOWM84'U7_6'^]GW[W[W M[W7]\Z_^+]UQ_P!J?._^YV/]^]^]^]D>I_J/]8?[T??O?O?O;U3_`$_V'_$+ M[][][][>X/JO^^_M>_>_>_>WFG^@_P!J;\?[[_5>_>_>_>WJ#Z+_`+[^ MS[][][][4=%]5_US_O8]^]^]^]BSUYOK>76^X\?NW8>Y"9/3(C*2/?O?O?O=Y_QG_FKT>4^PVI\C\;%C M*QC!2P]F;;HG.-J&8!/-NG;5*CRX][C4]3CEDA9FM]K"BEC[W[W[W<9MS_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>P\[/[9ZUZ6VG6[Y[5WK@-B[5H++-E\_7)2QS3L"8Z+'TP$E M;ENM\M?YV.Z-U')[(^*&)J=EX)S-1U/;&YZ M*EFW?D8O(T4DFT]N3BKQVVJ:HB%XZNL^YKC'("L-%,@;W[W[W[W1SF=Q;@W; MF\CN7=61V:P`O[][ M][][R0?5?]]_:]^]^]^]O=/]1_K#_>C[][][][?8/JO^^_M>_>_>_>U%1?\` M1O\`Q'OWOWOWM947X_X+_P`5]^]^]^]K"B_'_!?^*^_>_>_>UA1?C_@O_%?? MO?O?O:QH/JO^L/\`>S[][][][6%!]5_UA_O9]^]^]^]D+^=U*ZUO5];I'CFI M-U4H87U:Z:?`2E6XT@%:OT\W//\`3W[W[W[V1&G^H_UA_O1]^]^]^]O5/]/] MA_Q"^_>_>_>WN#ZK_OO[7OWOWOWMYI_H/]_>_>_>WJ#ZK_OO[7OWOWOWMZIOQ_OO]5[][][][>H/HO^^_ ML^_>_>_>U'1?5?\`7/\`O8]^]^]^]JVB_'_!?^*^_>_>_>U;1_4?ZX_WKW[W M[W[V9CHKY$=M="9?^)]<[IJ/BV4PDLBP-,8QH%1"8 M:N-"1'*ES[][][][O;^._P#,'ZL[?%!M[?!@ZQW[/X:=:?*58;:6;JW&D?P; M<$WC2AGJ)!Z:6N$3:G2.*6H_>_>[`000""""`00;@@\@@C@@CW[W[W[ MWW[][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][AY#(4&)H:S*96NH\9C, M=2SUN0R.0J8:*AH:.FC::IJZRKJ7CIZ6EIX4+O([*B*"20![][][][HX^8'\ M[/JGK!LGLCXR46.[EWS")Z2??=8]3'U5@*M)/%JH):9Z;(]@31E&(-')2XUE M9)(ZV<:XQ[W[W[WK9]S?(+N+Y&[OFWOW+OO-;USCF5:-*Z5(,/A*61M1H-NX M&B2GPV!H!I%XJ6"(.PUOJ_>_>WRG^H_P!8?[T? M?O?O?O;[!]5_WW]KW[W[W[V]T_U'^L/]Z/OWOWOWM]@^J_[[^U[][][][45% M_P!&_P#$>_>_>_>UE1?C_@O_`!7W[W[W[VL*+\?\%_XK[][][][6%%^/^"_\ M5]^]^]^]K&@^J_ZP_P![/OWOWOWM84'U7_6'^]GW[W[W[V4OYPXN2HZZVAEX MXG=<9N[[69U$C"&+)XFM8/)I.A(FFQZ+J8?K90""UC[W[W[W6C3_`%'^L/\` M>C[][][][>J?Z?[#_B%]^]^]^]O<'U7_`'W]KW[W[W[V\T_T'^N/][/OWOWO MWM[@^B_[[^S[][][][>H/S_L?^(]^]^]^]O4'U7_`'W]KW[W[W[V]4WX_P!] M_JO?O?O?O;U!]%_WW]GW[W[W[VHZ+ZK_`*Y_WL>_>_>_>U;1?C_@O_%??O?O M?O:MH_J/]M'&-JYD4&XUA$E;LW.&&AW#3%8S).]+3^5XLO1PA23/2O*J+ M;R"-CI]^]^]^]F!]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]UP_-7^9U\??ABU9M3-SUO8 M/ M_>_>]4OY8?S$?DG\Q*^JH]^[I.V^N/N_/B^IMF256*V93)#*9**7-(9Y*_=V M4I_&K_<9&698YM34\5.K>,>]^]^]DRI_K_L?^)7W[W[W[V]TWX_WW^J]^]^] M^]OM/]?]C_Q*^_>_>_>WRG^H_P!8?[T??O?O?O;[!]5_WW]KW[W[W[V]T_U' M^L/]Z/OWOWOWM]@^J_[[^U[][][][45%_P!&_P#$>_>_>_>UE1?C_@O_`!7W M[W[W[VL*+\?\%_XK[][][][6%%^/^"_\5]^]^]^]K&@^J_ZP_P![/OWOWOWM M84'U7_6'^]GW[W[W[V%OR7V\=Q]&;UACOY\324FX82%U`#"5]-75EQ:]CC8Y MQ<$:2;G@$'WOWOWNF^G^H_UA_O1]^]^]^]O5/]/]A_Q"^_>_>_>WN#ZK_OO[ M7OWOWOWMYI_H/]_>_>_>W MJ#ZK_OO[7OWOWOWMZIOQ_OO]5[][][][>H/HO^^_L^_>_>_>U'1?5?\`7/\` MO8]^]^]^]JVB_'_!?^*^_>_>_>U;1_4?ZX_WKW[W[W[VJZ+\?\%_XK[][][] M[5U%_P!&_P#$>_>_>_>U=1?C_@W_`!7W[W[W[VM,/65>/JJ6NH*JIH:ZCEBJ M*2LHYY::JI:B*0/%/3U$+)-!-$X!5E(92+@^_>_>_>[,NBOGONS;JT6W^W*: M?>6$313Q[HHQ%'NR@B`TH]?&QAH]PQQJH!9S!5F[.\LS64^]^]^]VN;*WSM3 ML7`4NY]F9JESN%JV:-*JF\B/#4(D;RTE92SI%54-;"LJEX9D210P)%B"?>_> M_>U9[][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][TAOYU'_;POM?_`,-CJW_WW>W/?O?O?O=7E-^/]]_JO?O?O?O; M[3_7_8_\2OOWOWOWM[IOQ_OO]5[][][][?:?Z_['_B5]^]^]^]OE/]1_K#_> MC[][][][?8/JO^^_M>_>_>_>WNG^H_UA_O1]^]^]^]OL'U7_`'W]KW[W[W[V MHJ+_`*-_XCW[W[W[VLJ+\?\`!?\`BOOWOWOWM847X_X+_P`5]^]^]^]K"B_' M_!?^*^_>_>_>UC0?5?\`6'^]GW[W[W[VL*#ZK_K#_>S[][][][44V.I2CRE!68ZKC(!#TM=3O33H0P*G5%*1R"/?O?O?O="^?P-9M;<>=VU7@_> MX#+9##U)*-&'EQU3-2M*J,21',8M2\FZD&Y^OOWOWOWOC3_3_8?\0OOWOWOW MM[@^J_[[^U[][][][>:?Z#_7'^]GW[W[W[V]P?1?]]_9]^]^]^]O4'Y_V/\` MQ'OWOWOWMZ@^J_[[^U[][][][>J;\?[[_5>_>_>_>WJ#Z+_OO[/OWOWOWM1T M7U7_`%S_`+V/?O?O?O:MHOQ_P7_BOOWOWOWM6T?U'^N/]Z]^]^]^]JNB_'_! M?^*^_>_>_>U=1?\`1O\`Q'OWOWOWM747X_X-_P`5]^]^]^]JNC^@_P!8?[W[ M][][][5M%^/^#?\`%??O?O?O=WGP%_YD95?^'UGO_==@O?O?O?O9VO?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M>D-_.H_[>%]K_P#AL=6_^^[VY[][][][J\IOQ_OO]5[][][][?:?Z_['_B5] M^]^]^]O=-^/]]_JO?O?O?O;[3_7_`&/_`!*^_>_>_>WRG^H_UA_O1]^]^]^] MOL'U7_??VO?O?O?O;W3_`%'^L/\`>C[][][][?8/JO\`OO[7OWOWOWM147_1 MO_$>_>_>_>UE1?C_`(+_`,5]^]^]^]K"B_'_``7_`(K[][][][6%%^/^"_\` M%??O?O?O:QH/JO\`K#_>S[][][][6%!]5_UA_O9]^]^]^]K&@_L?[[^GOWOW MOWNKCYH[";;G9M)N^FB*XW?>-CJ)'&O2FH/S_L?^(]^]^]^]O4'U7_??VO?O?O?O;U3?C_??ZKW M[W[W[V]0?1?]]_9]^]^]^]J.B^J_ZY_WL>_>_>_>U;1?C_@O_%??O?O?O:MH M_J/]_?O?O?O:MHOQ_P;_BOOWOWOWN[SX"_P#,C*K_`,/K/?\` MNNP7OWOWOWL[7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWO2&_G4?\`;POM?_PV.K?_`'W>W/?O?O?O=7E-^/\` M??ZKW[W[W[V^T_U_V/\`Q*^_>_>_>WNF_'^^_P!5[][][][?:?Z_['_B5]^] M^]^]OE/]1_K#_>C[][][][?8/JO^^_M>_>_>_>WNG^H_UA_O1]^]^]^]OL'U M7_??VO?O?O?O:BHO^C?^(]^]^]^]K*B_'_!?^*^_>_>_>UA1?C_@O_%??O?O M?O:PHOQ_P7_BOOWOWOWM8T'U7_6'^]GW[W[W[VL*#ZK_`*P_WL^_>_>_>UC0 M?V/]]_3W[W[W[VQ]G_&[=?R:Z^W/M78N(?+;OV?M_-]C8:&*-Y)ICM7&SU-7 MBH%C]4E9N."3^'TD9]+UU3!JL`2/>_>_>Z(J?Z?[#_B%]^]^]^]O<'U7_??V MO?O?O?O;S3_0?ZX_WL^_>_>_>WN#Z+_OO[/OWOWOWMZ@_/\`L?\`B/?O?O?O M;U!]5_WW]KW[W[W[V]4WX_WW^J]^]^]^]O4'T7_??V??O?O?O:CHOJO^N?\` M>Q[][][][5M%^/\`@O\`Q7W[W[W[VK:/ZC_7'^]>_>_>_>U71?C_`(+_`,5] M^]^]^]JZB_Z-_P"(]^]^]^]JZB_'_!O^*^_>_>_>U71_0?ZP_P![]^]^]^]J MVB_'_!O^*^_>_>_>[O/@+_S(RJ_\/K/?^Z[!>_>_>_>SM>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>](;^=1_V M\+[7_P##8ZM_]]WMSW[W[W[W5Y3?C_??ZKW[W[W[V^T_U_V/_$K[][][][>Z M;\?[[_5>_>_>_>WVG^O^Q_XE??O?O?O;Y3_4?ZP_WH^_>_>_>WV#ZK_OO[7O MWOWOWM[I_J/]8?[T??O?O?O;[!]5_P!]_:]^]^]^]J*B_P"C?^(]^]^]^]K* MB_'_``7_`(K[][][][6%%^/^"_\`%??O?O?O:PHOQ_P7_BOOWOWOWM8T'U7_ M`%A_O9]^]^]^]K"@^J_ZP_WL^_>_>_>UC0?V/]]_3W[W[W[W>[\).EVZVZU3 M=F;I#!NWL&*ER6.-UU0^_>_>_>]7W M^;-\09/C)\DLGNK;&+:EZE[OJ^ST$:1Q4T6,RM>M M711*JQQX^MAB0L89"/>_>_>ZQH/JO^^_M>_>_>_>WFG^@_UQ_O9]^]^]^]O< M'T7_`'W]GW[W[W[V]0?G_8_\1[][][][>H/JO^^_M>_>_>_>WJF_'^^_U7OW MOWOWMZ@^B_[[^S[][][][4=%]5_US_O8]^]^]^]JVB_'_!?^*^_>_>_>U;1_ M4?ZX_P!Z]^]^]^]JNB_'_!?^*^_>_>_>U=1?]&_\1[][][][5U%^/^#?\5]^ M]^]^]JNC^@_UA_O?OWOWOWM6T7X_X-_Q7W[W[W[W=Y\!?^9&57_A]9[_`-UV M"]^]^]^]G:]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]Z0W\ZC_`+>%]K_^&QU;_P"^[VY[][][][J\IOQ_OO\` M5>_>_>_>WVG^O^Q_XE??O?O?O;W3?C_??ZKW[W[W[V^T_P!?]C_Q*^_>_>_> MWRG^H_UA_O1]^]^]^]OL'U7_`'W]KW[W[W[V]T_U'^L/]Z/OWOWOWM]@^J_[ M[^U[][][][45%_T;_P`1[][][][65%^/^"_\5]^]^]^]K"B_'_!?^*^_>_>_ M>UA1?C_@O_%??O?O?O:QH/JO^L/][/OWOWOWM84'U7_6'^]GW[W[W[V?GX5? M'V7M_>\>YMP43/U[LFK@JLJ9HS]OG\V@2IQVVXV<>.:'],]PMS31/*VT]]8R&?^!Y@K&&EDH)?/)25T:@M+05,RIID*.OO?O?O>B;O[K[= MW5&^]T];[\P]1@-X;+S5;@,_BJD>NFKZ&;0S0RK>.JHJJ/3-3SQEHJB"1)(V M9'4GWOWOWMDI_H/]_>_>_ M>WJ#ZK_OO[7OWOWOWMZIOQ_OO]5[][][][>H/HO^^_L^_>_>_>U'1?5?]<_[ MV/?O?O?O:MHOQ_P7_BOOWOWOWM6T?U'^N/\`>O?O?O?O:KHOQ_P7_BOOWOWO MWM747_1O_$>_>_>_>U=1?C_@W_%??O?O?O:KH_H/]8?[W[][][][5M%^/^#? M\5]^]^]^]W>?`7_F1E5_X?6>_P#==@O?O?O?O9VO?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>D-_.H_P"WA?:_ M_AL=6_\`ON]N>_>_>_>ZO*;\?[[_`%7OWOWOWM]I_K_L?^)7W[W[W[V]TWX_ MWW^J]^]^]^]OM/\`7_8_\2OOWOWOWM\I_J/]8?[T??O?O?O;[!]5_P!]_:]^ M]^]^]O=/]1_K#_>C[][][][?8/JO^^_M>_>_>_>U%1?]&_\`$>_>_>_>UE1? MC_@O_%??O?O?O:PHOQ_P7_BOOWOWOWM847X_X+_Q7W[W[W[VL:#ZK_K#_>S[ M][][][,3T1T[NKN_?>,V5M>$IY0*O-YB6)WH-O82&1%K,K7%+`A-82&/4IGG M=(P1JN/>_>_>]D[K;KO;756R\)L;:=)]KB,)3")7?2:K(5]^]^]KKW[W[W[W[W[W[W[W3#_-@_EZGY&;4D[WZCPPD[ MPV'B'&;PF/IRU7VEL_'1^48V*&/U56\=NP([8TJK35L&JCL[_:"/WOWOWO4K M2*2&1X9HWAFAD:*6*5&CDBDC=D>.1'`9'1@000""/?O?O?O;Q!]%_P!]_9]^ M]^]^]O4'Y_V/_$>_>_>_>WJ#ZK_OO[7OWOWOWMZIOQ_OO]5[][][][>H/HO^ M^_L^_>_>_>U'1?5?]<_[V/?O?O?O:MHOQ_P7_BOOWOWOWM6T?U'^N/\`>O?O M?O?O:KHOQ_P7_BOOWOWOWM747_1O_$>_>_>_>U=1?C_@W_%??O?O?O:KH_H/ M]8?[W[][][][5M%^/^#?\5]^]^]^]W>?`7_F1E5_X?6>_P#==@O?O?O?O9VO M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O>D-_.H_P"WA?:__AL=6_\`ON]N>_>_>_>ZO*;\?[[_`%7OWOWOWM]I M_K_L?^)7W[W[W[V]TWX_WW^J]^]^]^]OM/\`7_8_\2OOWOWOWM\I_J/]8?[T M??O?O?O;[!]5_P!]_:]^]^]^]O=/]1_K#_>C[][][][?8/JO^^_M>_>_>_>U M%1?]&_\`$>_>_>_>UE1?C_@O_%??O?O?O:PHOQ_P7_BOOWOWOWM847X_X+_Q M7W[W[W[V._3O5.]NY-XXS96Q<3+DLI6LKU-2RR)C,+CU<+4Y?-5JQR)08VE# M>IR"SL5CC5Y71&][][][V5/CWT%M/X^;&IMK8!4K\Q5B*KW5NB:FCAR&XLHJ MMZW"EWIL91>1DI*;6RPQDDEI7ED?WOWOWL=_?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O>OW_-"_E?#>;;B^2GQOV__`+_(FIS?:76.'I_^/OY>IR.]-GT,"_\` M'V?JER-!&/\`H/JO^^_M>_>_>_>WJF_'^^_U7OWOWOWMZ@^B_P"^ M_L^_>_>_>U'1?5?]<_[V/?O?O?O:MHOQ_P`%_P"*^_>_>_>U;1_4?ZX_WKW[ MW[W[VJZ+\?\`!?\`BOOWOWOWM747_1O_`!'OWOWOWM747X_X-_Q7W[W[W[VJ MZ/Z#_6'^]^_>_>_>U;1?C_@W_%??O?O?O=WGP%_YD95?^'UGO_==@O?O?O?O M9VO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O>D-_.H_[>%]K_\`AL=6_P#ON]N>_>_>_>ZO*;\?[[_5>_>_>_>W MVG^O^Q_XE??O?O?O;W3?C_??ZKW[W[W[V^T_U_V/_$K[][][][?*?ZC_`%A_ MO1]^]^]^]OL'U7_??VO?O?O?O;W3_4?ZP_WH^_>_>_>WV#ZK_OO[7OWOWOWM M147_`$;_`,1[][][][65%^/^"_\`%??O?O?O:PHOQ_P7_BOOWOWOWLV_QN^, MW9/R-W&N+VACVHMNT,T4>Y=[9&&48#;\3`.T;2`HR;T1T#U_\>]GQ[5V10LU14^&?<6Y*X1R9S_>_>QN]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]TD?S"/Y4F&[GES?<_QSHL9MGMF;[G)[HV$#2XO;'9%6QDJ*G) M8R4B&DV[O>N=F,DDC+09&6S3&GF:6IE][][][UDL]MG<6S<_E]K;MP>6VUN7 M!5LV.S6!SE!4XO+8NN@*B6EKJ"LCAJ::=+@Z64$@@C@CW[W[W[WQ@^J_[[^U M[][][][>J;\?[[_5>_>_>_>WJ#Z+_OO[/OWOWOWM1T7U7_7/^]CW[W[W[VK: M+\?\%_XK[][][][5M']1_KC_`'KW[W[W[VJZ+\?\%_XK[][][][5U%_T;_Q' MOWOWOWM747X_X-_Q7W[W[W[VJZ/Z#_6'^]^_>_>_>U;1?C_@W_%??O?O?O=W MGP%_YD95?^'UGO\`W78+W[W[W[V=KW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WI#?SJ/\`MX7VO_X;'5O_`+[O M;GOWOWOWNKRF_'^^_P!5[][][][?:?Z_['_B5]^]^]^]O=-^/]]_JO?O?O?O M;[3_`%_V/_$K[][][][?*?ZC_6'^]'W[W[W[V^P?5?\`??VO?O?O?O;W3_4? MZP_WH^_>_>_>WV#ZK_OO[7OWOWOWM147_1O_`!'OWOWOWM>X.@KLI6TF.QE' M5Y'(5TL5+14%#3S5=;65,SZ(:>EI:=))ZB>5R`J(I9B;`>_>_>_>[F?BQ_*] MW;NE\=O'Y"FKV7MFT-53=?T>J4\D6U:&9=.N)3)D64NC+2.% M?W[W[W[W>QL_9NUNO]N8O:.R\#CMM[;PU.*;&XC%TZT]+3QW+.[?62HJ9Y"7 MEFD9YII&+R,SL2?>_>_>U-[][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][)9\MO@ETE\N\.9-W8YML=BT-(*;;_:.W*:G M7<=!'$2\&/S$#F.FW1@5D)_R6J(>)6?[::G=V<^]^]^]ZO'R?^"???Q0R4L^ M]-OMN#8$E6:?$=G;6BJ*_:E6))!]M!EFT?=[7RLRD`4U1HXXT:21V"(B*7=V8`*JJH+,S$\`9T4E#(D8;6\EW*:+1AQ%)Z2;2%#I%_R+^]^]^]^FW0*7R)24QD M]*"&:H8)8D$N9*>/R7YX`$@^ES];#WOWOWM@K=][B)C-/4PT7BTFU-3QD2,@ ML'D^Z^Y))MRHLAO]/?O?O?O:3R6\MU51)DW!E$`4KHI:N2BB*ZF;U149@BUS_*'[=G[J^*5=N^IP,6WIJ?M?=V#>B@R+Y* M*4T.&VG4?=I+)143PB7[W3XR'TZ+ZS>P][][][M']^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]Z0W\ZC_MX7VO_ M`.&QU;_[[O;GOWOWOWNKRF_'^^_U7OWOWOWM]I_K_L?^)7W[W[W[V]TWX_WW M^J]^]^]^]OM/]?\`8_\`$K[][][][?*?ZC_6'^]'W[W[W[V^P?5?]]_:]^]^ M]^]O=/\`4?ZP_P!Z/OWOWOWM0TD4LIM%&\FE=3Z5+!%,B)J<@61-;@7-A*HBAD:-;HXCF7D7'U'OWOWO MWO8<_EW=Z_`.BAQ&W-J;>AZH[IJX8Z*?(]L5U#F,YN*ME40RT^V.QIJ:APJK M6O(L:T,%/A9:J2P2DD(U'WOWOWN[+W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[VC-_[ MHV'M#:>7S'9>8VYA=F_;2TF8J-U3T46&JH*N*2-\=/#7WAR#UT>I%I@LCSWT M*C$V]^]^]^]ZI'S(D^'.[=\-D/C5UWN7:*)5S-G5B3) M.R:R`SEFM^??O?O?O:9K/J/]<_[V??O?O?O:_>_>T[4_G_ M`&/_`$5[][][][3]3^?]C_T5[][][][3]3^?]C_T5[][][][3]3^?]C_`-%> M_>_>_>T_4_G_`&/_`$5[][][][3]3^?]C_T5[][][][W%OY"_P#V1#F/_$[; M^_\`>=V+[][][][NJ]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]ZNW\T;XA8#MOY7[^WQ'O',;?S^2P6QJ>6&2@ MH(J[VY(@:AKJ;2";?Y^_TX_I[W[W[VA:[XQ=S8J0C^[%/D8E`8SX[ M.821+F7QZ!#4U]+6,W`8VB("L.>"![W[W[W#BZ,[7B-I-FURD?UJ\5;\_D5] MC]??O?O?O;A#T[V5&]GVM5)Z@+M68M5N2MKL:[2!_C>P]^]^]^]J>DZ9WMXA M+4PXVB>PO3U&0228>IDY:C2KI^0-7#GTG^O'OWOWOWM4TO4D\'A:OS$-QS/# M1TSN+<,%AJ)GCN3SRT0M_0WX][][][?8-GX7'!6$4E7*DOD62KDUV`6RQ-#& M(Z>2,?4ZD))_PX]^]^]^]\9XTBC6.-%CCC#!$10J(&N[!5%@H+L2;?DW]^]^ M]^]IRL_M_P"Q_P"(]^]^]^]IZH^A_P!<_P"]CW[W[W[W9!\2OYH?D_@F9KG?=^U<>G[0_N?N.K:1WIJ.)AHQM<9:4QQ+#`]&"9![ MW[W[WLX='=_]4?(S9=/OOJ7=E#N7#L8X/7W00K]J;82EW]VE$DL4F#IJDC!; M7J-.E'W7DJZN\^T.]-P-N+LK=5=G9 MXFE&-Q@(I,#@X'_Y1L+A:?10T":0`[A3/-I#2R2/ZO?O?O?O9>:S\_\`(/OW MOWOWM*UGZ6_WWY/OWOWOWM+5GU'^N?\`>S[][][][3E3^K_;?[T??O?O?O:= MJ?S_`+'_`**]^]^]^]I^I_/^Q_Z*]^]^]^]I^I_/^Q_Z*]^]^]^]I^I_/^Q_ MZ*]^]^]^]I^I_/\`L?\`HKW[W[W[VGZG\_['_HKW[W[W[WN+?R%_^R(_>_>R5UG M]O\`V/\`Q'OWOWOWM,U?U_V__0WOWOWOWM+U?U_V_P#T-[][][][3%7]#_K_ M`/$GW[W[W[VF*S\_\@^_>_>_>TQ5_4_ZW_$'W[W[W[VF*OZ?[?\`Z%]^]^]^ M]I>K^G^W_P"A??O?O?O:9K/[?^Q_XCW[W[W[VGJCZ'_7/^]CW[W[W[VP5/Y_ MWW^I]^]^]^]B3TCW_P!J_'#?5'V#U-N>JV_FJ-1Q++A=RX@ MR)3Y;%SD?W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WQ=TC1Y)'6..-6=W=@J(B@LSNS$* MJJHN2>`/?O?O?O=-_P`P/G]4N^3ZTZ#RW@IE62AW#V;02,*F=F_;J,?LF<:3 M30QC4CY1;R.Q)I"@5*A_>_>_>Z8*]WD:221VDDD+N[NQ9W=G+,[LQ+,S,;DG MDGW[W[W[VDZSZG_7/^]>_>_>_>TI6?G_`)!]^]^]^]I6L_2W^^_)]^]^]^]I M:L^H_P!<_P"]GW[W[W[VG*G]7^V_WH^_>_>_>T[4_G_8_P#17OWOWOWM/U/Y M_P!C_P!%>_>_>_>T_4_G_8_]%>_>_>_>T_4_G_8_]%>_>_>_>T_4_G_8_P#1 M7OWOWOWM/U/Y_P!C_P!%>_>_>_>]Q;^0O_V1#F/_`!.V_O\`WG=B^_>_>_>[ MJO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O=&_S>_[*#W;_`-JO:W_O.8WW[W[W[V2NL_M_['_B/?O?O?O:9J_K M_M_^AO?O?O?O:7J_K_M_^AO?O?O?O:8J_H?]?_B3[][][][3%9^?^0??O?O? MO:8J_J?];_B#[][][][3%7]/]O\`]"^_>_>_>TO5_3_;_P#0OOWOWOWM,UG] MO_8_\1[][][][3U1]#_KG_>Q[][][][8*G\_[[_4^_>_>_>V&?Z-_OO[/OWO MWOWMUV/V'O7JG>.#W_UYN/)[4W?MJNBR.'S>*G\513SQ,2T4L;!Z>MH:I+QU M%-.DE/4PLT_>_>_>Z6?FQ\R9]VR9?J'JK)/#M*"6HQV M\=UT,VE]U2Q,T53A]^]^]U/5GY_P"0??O? MO?O:4K/H?]8_[W[][][][2M9]3_KG_>O?O?O?O:4K/S_`,@^_>_>_>TK6?I; M_??D^_>_>_>TM6?4?ZY_WL^_>_>_>TY4_J_VW^]'W[W[W[VG:G\_['_HKW[W M[W[VGZG\_P"Q_P"BO?O?O?O:?J?S_L?^BO?O?O?O:?J?S_L?^BO?O?O?O:?J M?S_L?^BO?O?O?O:?J?S_`+'_`**]^]^]^][BW\A?_LB',?\`B=M_?^\[L7W[ MW[W[W=5[][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][HW^;W_`&4'NW_M5[6_]YS&^_>_>_>R5UG]O_8_\1[][][] M[3-7]?\`;_\`0WOWOWOWM+U?U_V__0WOWOWOWM,5?T/^O_Q)]^]^]^]IBL_/ M_(/OWOWOWM,5?U/^M_Q!]^]^]^]IBK^G^W_Z%]^]^]^]I>K^G^W_`.A??O?O M?O:9K/[?^Q_XCW[W[W[VGJCZ'_7/^]CW[W[W[VP5/Y_WW^I]^]^]^]L,_P!& M_P!]_9]^]^]^]L-3^?\`8_\`17OWOWOWM==-]T;_`/C[V=M;MGK3+'$;KVI7 MBJIC(K38_*4,RB#)X+-4BO']]A_>_>]X#XF_)[8 MORUZ9V_VQLJ5*:>H`Q.\=L/.LU?LW>-'3T\N7V_7'2C2(@J$GI9]*BIHYHI0 M%+%5][][][,M[][][][][][][][K$^=WR=EV]1UO2FPLAHS.2HPF_O?O?O?O:4K M/S_R#[][][][2E9]#_K'_>_?O?O?O:5K/J?]<_[U[][][][2E9^?^0??O?O? MO:5K/TM_OOR??O?O?O:6K/J/]<_[V??O?O?O:C[][][][3M3^?] MC_T5[][][][3]3^?]C_T5[][][][3]3^?]C_`-%>_>_>_>T_4_G_`&/_`$5[ M][][][3]3^?]C_T5[][][][3]3^?]C_T5[][][][W%OY"_\`V1#F/_$[;^_] MYW8OOWOWOWNZKW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W1O\`-[_LH/=O_:KVM_[SF-]^]^]^]DKK/[?^Q_XC MW[W[W[VF:OZ_[?\`Z&]^]^]^]I>K^O\`M_\`H;W[W[W[VF*OZ'_7_P")/OWO MWOWM,5GY_P"0??O?O?O:8J_J?];_`(@^_>_>_>TQ5_3_`&__`$+[][][][2] M7]/]O_T+[][][][3-9_;_P!C_P`1[][][][3U1]#_KG_`'L>_>_>_>V"I_/^ M^_U/OWOWOWMAG^C?[[^S[][][][8:G\_['_HKW[W[W[VQU/Y_P!]_J??O?O? MO9Z_Y<_S0R7P[[WQ^1S-942=.]@34&V^U<2HFG2DQ[3%,7O6AIHM3'+;/J:E MIB%21ZB@>I@5?))&\?O?O?O>[O0UU%E*&CR6-JZ>OQV1I:>NH*ZDFCJ*2LHJ MN%*BEJZ6>)FBGIZB"171U)5E((-C[][][][`?Y*=V4G1W6]?GXF@EW3EC)B- MGX^4+()\O)$6>OGA)N^/P\)\TO&EF\<1(,H/OWOWOWO7:SN1KLO7U^5R=7/7 MY+)5557U];52-+4UE;5SO/4U,\K$M)-/-(S,QY)/OWOWOWM$UGU/^N?]Z]^] M^]^]I2L_/_(/OWOWOWM*5GT/^L?][]^]^]^]I6L^I_US_O7OWOWOWM*5GY_Y M!]^]^]^]I6L_2W^^_)]^]^]^]I:L^H_US_O9]^]^]^]IRI_5_MO]Z/OWOWOW MM.U/Y_V/_17OWOWOWM/U/Y_V/_17OWOWOWM/U/Y_V/\`T5[][][][3]3^?\` M8_\`17OWOWOWM/U/Y_V/_17OWOWOWM/U/Y_V/_17OWOWOWO<6_D+_P#9$.8_ M\3MO[_WG=B^_>_>_>[JO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O=&_P`WO^R@]V_]JO:W_O.8WW[W[W[V2NL_ MM_['_B/?O?O?O:9J_K_M_P#H;W[W[W[VEZOZ_P"W_P"AO?O?O?O:8J_H?]?_ M`(D^_>_>_>TQ6?G_`)!]^]^]^]IBK^I_UO\`B#[][][][3%7]/\`;_\`0OOW MOWOWM+U?T_V__0OOWOWOWM,UG]O_`&/_`!'OWOWOWM/5'T/^N?\`>Q[][][] M[8*G\_[[_4^_>_>_>V&?Z-_OO[/OWOWOWMAJ?S_L?^BO?O?O?O;'4_G_`'W^ MI]^]^]^]I^I_/^^_U/OWOWOWO:^_DE_+X]I]09/XV[URAFWOTACXZW9U363% MI\QU)45,=+24H>6622238.5G6A)M'%%CJJ@B0'QR'W[W[W[VC_E9W'+W%V;E M,A153R[2VZ9L!M&$-^P]!33,*O,(@LIESM8AGU$"3[?PQM_FQ;WOWOWLI59] M#_K'_>_?O?O?O:5K/J?]<_[U[][][][2E9^?^0??O?O?O:4K/H?]8_[W[][] M[][2M9]3_KG_`'KW[W[W[VE*S\_\@^_>_>_>TK6?I;_??D^_>_>_>TM6?4?Z MY_WL^_>_>_>TY4_J_P!M_O1]^]^]^]IVI_/^Q_Z*]^]^]^]I^I_/^Q_Z*]^] M^]^]I^I_/^Q_Z*]^]^]^]I^I_/\`L?\`HKW[W[W[VGZG\_['_HKW[W[W[VGZ MG\_['_HKW[W[W[WN+?R%_P#LB',?^)VW]_[SNQ??O?O?O=U7OWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNC?YO? M]E![M_[5>UO_`'G,;[][][][)76?V_\`8_\`$>_>_>_>TS5_7_;_`/0WOWOW MOWM+U?U_V_\`T-[][][][3%7]#_K_P#$GW[W[W[VF*S\_P#(/OWOWOWM,5?U M/^M_Q!]^]^]^]IBK^G^W_P"A??O?O?O:7J_I_M_^A??O?O?O:9K/[?\`L?\` MB/?O?O?O:>J/H?\`7/\`O8]^]^]^]L%3^?\`??ZGW[W[W[VPS_1O]]_9]^]^ M]^]L-3^?]C_T5[][][][8ZG\_P"^_P!3[][][][3]3^?]]_J??O?O?O8L?'; MN+,=%]O;9WYBLI6XJF\.7VSN.:AEDC>;:>[\36[;W#')''_>_>[J:L@HQ!!!%P1R"#>Q!_(/OWOWOWM+UGT/^L?][]^]^]^] MI6L^I_US_O7OWOWOWM*5GY_Y!]^]^]^]I2L^A_UC_O?OWOWOWM*UGU/^N?\` M>O?O?O?O:4K/S_R#[][][][2M9^EO]]^3[][][][2U9]1_KG_>S[][][][3E M3^K_`&W^]'W[W[W[VG:G\_['_HKW[W[W[VGZG\_['_HKW[W[W[VGZG\_['_H MKW[W[W[VGZG\_P"Q_P"BO?O?O?O:?J?S_L?^BO?O?O?O:?J?S_L?^BO?O?O? MO>XM_(7_`.R(_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>Z-_F]_V4'NW_M5[6_\` M>_>_>_>TO5_7_;_P#0 MWOWOWOWM,5?T/^O_`,2??O?O?O:8K/S_`,@^_>_>_>TQ5_4_ZW_$'W[W[W[V MF*OZ?[?_`*%]^]^]^]I>K^G^W_Z%]^]^]^]IFL_M_P"Q_P"(]^]^]^]IZH^A M_P!<_P"]CW[W[W[VP5/Y_P!]_J??O?O?O;#/]&_WW]GW[W[W[VPU/Y_V/_17 MOWOWOWMCJ?S_`+[_`%/OWOWOWM/U/Y_WW^I]^]^]^]L51]/]A_Q#>_>_>_>[ MDOC!OIM]=+;=DJ)#)DMK>39N28II!?"1P?PQPQ9FF9\!4TADD/+3:_S[][][ M][&2L^A_UC_O?OWOWOWM*UGU/^N?]Z]^]^]^]I2L_/\`R#[][][][2E9]#_K M'_>_?O?O?O:5K/J?]<_[U[][][][2E9^?^0??O?O?O:5K/TM_OOR??O?O?O: M6K/J/]<_[V??O?O?O:C[][][][3M3^?]C_T5[][][][3]3^?]C_ M`-%>_>_>_>T_4_G_`&/_`$5[][][][3]3^?]C_T5[][][][3]3^?]C_T5[][ M][][3]3^?]C_`-%>_>_>_>]Q;^0O_P!D0YC_`,3MO[_WG=B^_>_>_>[JO?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O=&_S>_P"R@]V_]JO:W_O.8WW[W[W[V2NL_M_['_B/?O?O?O:9J_K_`+?_ M`*&]^]^]^]I>K^O^W_Z&]^]^]^]IBK^A_P!?_B3[][][][3%9^?^0??O?O?O M:8J_J?\`6_X@^_>_>_>TQ5_3_;_]"^_>_>_>TO5_3_;_`/0OOWOWOWM,UG]O M_8_\1[][][][3U1]#_KG_>Q[][][][8*G\_[[_4^_>_>_>V&?Z-_OO[/OWOW MOWMAJ?S_`+'_`**]^]^]^]L=3^?]]_J??O?O?O:?J?S_`+[_`%/OWOWOWMBJ M/I_L/^(;W[W[W[V=CX+;M-%NW>FRIW009_!TV=H_+,1;(8"K-++3TL);2TU9 M0YEI9"!JT4@_`]^]^]^]V/5GT/\`K'_>_?O?O?O:5K/J?]<_[U[][][][2E9 M^?\`D'W[W[W[VE*SZ'_6/^]^_>_>_>TK6?4_ZY_WKW[W[W[VE*S\_P#(/OWO MWOWM*UGZ6_WWY/OWOWOWM+5GU'^N?][/OWOWOWM.5/ZO]M_O1]^]^]^]IVI_ M/^Q_Z*]^]^]^]I^I_/\`L?\`HKW[W[W[VGZG\_['_HKW[W[W[VGZG\_['_HK MW[W[W[VGZG\_['_HKW[W[W[VGZG\_P"Q_P"BO?O?O?O>XM_(7_[(AS'_`(G; M?W_O.[%]^]^]^]W5>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>PA[6Z,ZW[DQYI-Y8*.3(1PF&@W)CBE#N/&#UE M139)8W\U.C2,?MZA)Z8L=1CU6(][][][J'[V^%_9?5RUN_>_>TO5_3_;_P#0OOWOWOWM,UG]O_8_\1[][][] M[3U1]#_KG_>Q[][][][8*G\_[[_4^_>_>_>V&?Z-_OO[/OWOWOWMAJ?S_L?^ MBO?O?O?O;'4_G_??ZGW[W[W[VGZG\_[[_4^_>_>_>V*H^G^P_P"(;W[W[W[V M)7Q_W!)MKN[KC(1IY/NMR4V`="0%\6Z8Y]M22-<@$4ZY;R<_E`?K[][][][N MLK/H?]8_[W[][][][2M9]3_KG_>O?O?O?O:4K/S_`,@^_>_>_>TI6?0_ZQ_W MOW[W[W[VE:SZG_7/^]>_>_>_>TI6?G_D'W[W[W[VE:S]+?[[\GW[W[W[VEJS MZC_7/^]GW[W[W[VG*G]7^V_WH^_>_>_>T[4_G_8_]%>_>_>_>T_4_G_8_P#1 M7OWOWOWM/U/Y_P!C_P!%>_>_>_>T_4_G_8_]%>_>_>_>WK8/6/87;^[<=L3J M_9NX=];NRSVHL#MO&U&2K3$)$BEK*D0J8J#&4K3*9ZNH:*FIT.J61%N??O?O M?O>Q3\._Y%.&QAQ._/F)EXL]D%,=9#TMM')RI@Z5^72GWKO+'30U67E35^Y2 M8EX:<.O_``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`![!TD7\-R=01>^?P*M3TU89&Y:>!J>J M+>IWD`T'WOWOWNE/O+XX=J]%5[1[TP$DF"EG\&.WAAQ+7[7R3,28HUR`BC?' MUD@5K4U6D%0VEBJ,@U'WOWOWLL-7]#_K_P#$GW[W[W[VF*S\_P#(/OWOWOWM M,5?U/^M_Q!]^]^]^]IBK^G^W_P"A??O?O?O:7J_I_M_^A??O?O?O:9K/[?\` ML?\`B/?O?O?O:>J/H?\`7/\`O8]^]^]^]L%3^?\`??ZGW[W[W[VPS_1O]]_9 M]^]^]^]L-3^?]C_T5[][][][8ZG\_P"^_P!3[][][][3]3^?]]_J??O?O?O; M%4?3_8?\0WOWOWOWMKAK*C'5U'D*.1H:N@JZ>LI9D9D>*HI9A/!(CHR.C)*@ M(((((X/OWOWOWO8'J)(Y8UEB8/%+&)(W'T>-[,C"_-F4W]^]^]^]IBL^I_US M_O7OWOWOWM*5GY_Y!]^]^]^]I2L^A_UC_O?OWOWOWM*UGU/^N?\`>O?O?O?O M:4K/S_R#[][][][2M9^EO]]^3[][][][2U9]1_KG_>S[][][][3E3^K_`&W^ M]'W[W[W[VG:G\_['_HKW[W[W[VGZG\_['_HKW[W[W[VS?;5-;4PT='3SU=75 MSQTU+2TT4D]34U,\GB@IZ>")7EFGFE<*B*"S,0`+^_>_>_>[B/B/_)B[@[C; M&[R^0M3DND>NYBE3%MHTT+=K[BIBW,:XFM26DV+!*I;][)Q2UJLH_P`@*.LH M][][][V7.A/C5TG\9=I)L[I?86(VACY%A.6R42/6[DW)51!K5VY=R5K3Y?-5 M.N1RBRRF&G#E($BC"H/>_>_>QU]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]PLEC,=F:"KQ67Q]%E<7D()*6OQN2I(*Z@K:692LM-5T=5'+ M3U,$JFS(ZLK#ZCW[W[W[W5O\A?Y:FV]SBOW+T77P;1S;^2IEV/EYIY-JU\H! MD>/#9$BHKMOSS-?3%)]Q2%V55^VC%Q[W[W[W2EV5UOOKJW<%3M?L#;&5VMFZ M<@_:9.G*1U,0-A58ZLC,E%DZ)S^F>GDEB;\-[][][]["*K^I_P!;_B#[][][ M][3%7]/]O_T+[][][][2]7]/]O\`]"^_>_>_>TS6?V_]C_Q'OWOWOWM/5'T/ M^N?]['OWOWOWM@J?S_OO]3[][][][89_HW^^_L^_>_>_>V&I_/\`L?\`HKW[ MW[W[VQU/Y_WW^I]^]^]^]I^I_/\`OO\`4^_>_>_>V*H^G^P_XAO?O?O?O;#4 M?7_8_P#$M[][][][O:Z[K9,GUGU[D9FD>;(;$VG6RO-(TTS25>!Q\[M+,_JE MD9I"68\L>??O?O?O;A6?4_ZY_P!Z]^]^]^]I2L_/_(/OWOWOWM*5GT/^L?\` M>_?O?O?O:5K/J?\`7/\`O7OWOWOWM*5GY_Y!]^]^]^]I6L_2W^^_)]^]^]^] MI:L^H_US_O9]^]^]^]IRI_5_MO\`>C[][][][3M3^?\`8_\`17OWOWOWLZ7Q M:_EV?(3Y734>9P6&78O6$TS"I[/WE3U-+AJB&*314#:N+4)E-WU0]:J:94H1 M-&T]E= M4]>=O[=EVMV1M3%;JPTGD:&+(0D5>.GDC,35F(R=.T.2P]>(S83TTL4MN-5B M1[][][][I$^2O\KW>^T!D-T]#5=5V#MN-):F;9F0>"/?.,B4.[IBY42GH-U0 M11@D(@IZX^E$AJ'NQ][][][J"S>.R&(KJS%Y6AK,9D\?4ST=?CLA3345=0U= M.QBJ*6LI*E(ZBFJ8)5*NCJK*P((!]^]^]^]HNK^G^W_Z%]^]^]^]IFL_M_[' M_B/?O?O?O:>J/H?]<_[V/?O?O?O;!4_G_??ZGW[W[W[VPS_1O]]_9]^]^]^] ML-3^?]C_`-%>_>_>_>V.I_/^^_U/OWOWOWM/U/Y_WW^I]^]^]^]L51]/]A_Q M#>_>_>_>V&H^O^Q_XEO?O?O?O=YO5/\`S*+JW_Q&^R?_`'FL7[][][][?:SZ MG_7/^]>_>_>_>TI6?G_D'W[W[W[VE*SZ'_6/^]^_>_>_>TK6?4_ZY_WKW[W[ MW[VE*S\_\@^_>_>_>TK6?I;_`'WY/OWOWOWM+5GU'^N?][/OWOWOWL3.E_CG MW'\C-SKMCJ3962W+41-&W#6&+%XU=%V2-I#43VTPQR/9 M3[W[W[WL*_%;^49T]U$HK38*M1)MWR( MQ(\V4C%,ZV(HHW77[][][][MVAAAIX8J>GBC@@@C2&""%%BAAAB4)'%%&@5( MXXT4!5```%A[][][][R>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>RN_(;X?])_).AE;?&W1CMV)!XL=O\`VV(,9NRC*1K'`E55^&2GSM#"B!5I MZZ.HCC4GQ>)CK'O?O?O>O)\HOY?'=_QW6OW#3T+=D=:TWFG;>NUJ&H>;$4<: MW\N[<`K5-;@%1!=ZA6J*%>`:@,0OOWOWOWNNBL_M_P"Q_P"(]^]^]^]IZH^A M_P!<_P"]CW[W[W[VP5/Y_P!]_J??O?O?O;#/]&_WW]GW[W[W[VPU/Y_V/_17 MOWOWOWMCJ?S_`+[_`%/OWOWOWM/U/Y_WW^I]^]^]^]L51]/]A_Q#>_>_>_>V M&H^O^Q_XEO?O?O?O=\>R,9+A>O\`8^&GC,4V)V;MK&31&1)3%+08:BI9(S+& MS)(4>(C4I(-K@^_>_>_>\]9]3_KG_>O?O?O?O:4K/S_R#[][][][2E9]#_K' M_>_?O?O?O:5K/J?]<_[U[][][][2E9^?^0??O?O?O<7!;4W/O?.4.U]G;?S& MZ-QY:8P8W!X''565RE;*`[N*>BHXIIY%BC4N[:=*(I9B%!(][][][N8^,G\G M^HKSC]W_`"BRLE#!JCJ8>J-J9)&K)4]+>#=V[J"5XJ12;J]+BG=RI#"MC8%/ M?O?O?O=YVR-A[,ZUVW0;0V!MC";0VSC$TT6%P&/I\=0Q,P423O'`BF>KG*@R MS2%YI6]3LS$GW[W[W[VK/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?1`8%6`96!#*0"""+$$'@@CW[W[W[W6+\ MIOY7O3'>HR.Z.O!3=/=DU/GJ9*S"8]'V5N&LD/D9L_M>G-.E#5U,H]5;CV@? M5(\LT-4]A[][][][UROD-\6N[/C1G3ANU=GU6.H:FIF@PN[L9Y,GLS<8C.K7 MAMP1PQP/,T0$AI:A:>NB1@98([CW[W[W[V5NI_/^^_U/OWOWOWMAG^C?[[^S M[][][][8:G\_['_HKW[W[W[VQU/Y_P!]_J??O?O?O:?J?S_OO]3[][][][8J MCZ?[#_B&]^]^]^]Q<7B:K/YO$8*A4O6YK*X_$T:`*2]5D:N.CIU`=XT):68# MEE']2/K[][][][V`*P``@```$``6`%^`!^`/?O?O?O:5K/J?]<_[U[][][][ M2E9^?^0??O?O?O:4K/H?]8_[W[][][][2U6"6(`))8@`"Y)(L``.22??O?O? MO=@/QS_EG]N=RM0;E['^ZZFZ_G,%0K92C)WMG:-@LO\`N'V_4:#BH:B,V6JR M'CTZ@Z03K[][][][OFZ-^-O3OQVP1PO5VT:3$SU,21YC*CAZ<8UJO"[@Q\^/K!$6ECBJZ<3*(J['5+1,8*F!I*>=1JC=EL??O?O?O86U/ MY_V/_17OWOWOWMCJ?S_OO]3[][][][3]3^?]]_J??O?O?O;%4?3_`&'_`!#> M_>_>_>Q;^-NVO[T=X["I768T^*RDFYJB6$7\!VU2U.9H7E-CHAERM)3PD_UD M`_/OWOWOWNYNL^A_UC_O?OWOWOWM*UGU/^N?]Z]^]^]^]I2L_/\`R#[][][] M['#H[XD]Q?(>LCDVE@_X3M)*@P9#?>XA-0;;I=#$SQ4,@B>JSU?&%MX*..7Q MNR"9H4;6/>_>_>[Q/CM\%>F.@?LN_NQ:<+(V]MS4<+_P^JM9GVO@V>IH M=O!1<+*&GK@&8&H*-I'O?O?O9U/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O8)=Y?'3IKY'[6;:7<&QL3NN MAC2<8K)2HU'N/;M1.$+UFW-Q4;0Y;#SL\2&18I1#4!`DR2QW0^]^]^]ZVOR[ M_DZ]P=3?Q3>/0$V0[IZ_A,E2^VTIXAVI@*7GT-B*.*&EWM#%<#RXR..L8M_P M!"(TGOWOWOWNE#)4U115%11UE//25=)/+355+4Q205%-402>*>GJ()566&>& M52KHP#*P((O[][][][3-3^?]]_J??O?O?O;%4?3_`&'_`!#>_>_>_>SY?!+9 MLCU^^^P)XYDAIJ.EV?C)?3]M435D\.:S:<^H5%%'14%K<::@^_>_>_>[!*SZ M'_6/^]^_>_>_>W38_5^_NV,\FV^O]L9+YY(F^HE6&D;E6AE%F]^]^]^]V6T='28^DIJ"@I::AH:*"*EHZ M*C@BIJ2DIH$6*"GIJ>%4A@@AC4*B*`JJ``+>_>_>_>Y/OWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWLAORR_EU_';Y:TM9E-RX`;*[,>G9*'M'9M/34.?:=5 M/@_O+0Z4QV\*-'"AEJU^Z$0T0U,%[^_>_>_>]63Y@?RW?D9\2)J[-Y[!_P!_ MNJXI?\F[4V525=9A*6"258X%W=C"LF3V95L616-4&H6FD$<%7.U_?O?O?O=< M=1]/]A_Q#>_>_>_>[P?CAU9E=H]8[+V70X>LK=VYJ,9;)8O'X^>?*U6X,^QK M#CC14XJ)JBOQE(T-"=`.K[4$#W[W[W[W;5TI_+VS6?-)N'NJNGVYBV\<\.R\ M//#)N"LC8^15S.43STF%B=;!H81-4E6(9J>1??O?O?O=J6R]B;/ZZP5-MK9& MW<9MK"4MBE%C8!'Y9=*HU56U#F2KR%=*J#7/422326]3$^_>_>_>U9[][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][Q30PU,, MM/4115%/4120SP31I+#-#*A26*6)PR212(Q#*000;'W[W[W[W4;WS_)K^,?: MW8>WNRMA1R],9.CW'CLSNO:VV,315_7N[:2EK5JJJG3:4\M)3;8JZD(J'^'R M14#1AE:D+R&9?>_>_>[%.J>A^MNG*(0[0P4?\5EB$==N7)^.NW#7\>L25[1I M]K3N?K!3K#!?G03S[][][][&/W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[V&V\>Y>G^N\G! MA.P.UNMMBYFJH(LI38G>.^=K[9R=1C)ZBJI(W,;]M_$=P;ER^/P6$H/O*N#'TGWN5RE12T%+]U7U44$?DD77-(J+=F`/O?O M?O83_P"S1?&;_O(KHK_T;FP/_L@]^]^]^]O6WN_^B-W9FAVYM3NOJ3<^X M_>_>_>_>_>_>_>_>_>_>T-O7M#K3K88UNQ>P]C;!7,FK7$-O7=N`VL,J:`4Q MKQC3G+5X_*FJVI;^]^]^]H/_`&:+XS?]Y%=%?^C1717_HW M-@?_`&0>_>_>_>UOLOM;J[LB7(0==]D[!W[-B8Z>7*P[+WCMW=,N,BJVF2DD MR$>#R-<]''5/3R",R!0Y1@+V-O>_>_>U][][][][][][][][][][][][][][ M][][][][][][2.\NP-A==8^FRW8.]]H[%Q5;6+CJ/)[RW)AML8^KR#P35*T- M-69NMH::>L:FII)!$K%RD;-:RDCWOWOWL./]FB^,W_>1717_`*-S8'_V0>_> M_>_>UQLOM7J_LE\C%UWV1L+?TF(2F?+1[+WAM[=+XM*TSK1OD4P>1KFHDJVI M91$9=(D,;:;Z3;WOWOWM>^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>P9RGR.^/.#R>1PF;[XZ9P^9P]?5XO+8G*=H;(Q^3Q>3Q]1)25^.R M-!5YR&JH:^AJH7BFAE19(I%*L`01[][][][@?[-%\9O^\BNBO_1N;`_^R#W[ MW[W[W[_9HOC-_P!Y%=%?^CKAH$S.[MP8G;>*:N MJ$EDIZ)1DC#ZV5&(!`-O>_>_>PR_P!FB^,W_>1717_HW-@? M_9![][][][]_LT7QF_[R*Z*_]&YL#_[(/?O?O?O?O]FB^,W_`'D5T5_Z-S8' M_P!D'OWOWOWOW^S1?&;_`+R*Z*_]&YL#_P"R#W[W[W[W[_9HOC-_WD5T5_Z- MS8'_`-D'OWOWOWOW^S1?&;_O(KHK_P!&YL#_`.R#W[W[W[W[_9HOC-_WD5T5 M_P"C_>_>_>Q)V=OW8W8F,GS?7^]-I[ZPU+7RXNIRVSMQ8?GG_PH*_[+,ZS_P#%8]F?^_4[H]^]^]^]T5^_>_>_>]PS_A/K_P!D M9]F?^+.;S_\`?5]+^_>_>_>[U/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=8_\ MY#_MV_\`(S_RD/\`[_?J_P!^]^]^]Z*_OWOWOWNQ'^4[_P!O"_C1_P"'/NC_ M`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`;X;;7^%/0F#ZYH!19+?V;%/N/MC=U,C$[CWG44X$U-1SRI'.=N;:B?['&QE M(@88VG>-9ZBU?DKB>B]OY$5&S_`(_XIJ/*K33B2EKNS-U04>2W)(S0MXIC@,.E M!C@K`R4M9'6I<%V7W[W[W[W1S[][][][LJ_E/_)H_&CYB;"K,QD10[`[4D3J M??IGG$-#34>Z:RE3;F>JGE84U-'M[=L5%/-4.+Q4!J0"H=C[][][][WMO?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?SN_FQ_V69\M__%G. M^_\`WZFZ_?O?O?O98_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O9P_Y?/\`V7#\4O\`Q.O7?_O0T?OWOWOWOZ#OOWOW MOWOWOWOWOWNE+^?9_P!D/8G_`,3KL'_WGM]>_>_>_>],SW[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WN&?\ M)]?^R,^S/_%G-Y_^^KZ7]^]^]^]WJ>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]//_`(4% M?]EF=9_^*Q[,_P#?J=T>_>_>_>Z*_?O?O?O>X9_PGU_[(S[,_P#%G-Y_^^KZ M7]^]^]^]WJ>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>ZQ_YR'_`&[?^1G_`)2' M_P!_OU?[][][][T5_?O?O?O=B/\`*=_[>%_&C_PY]T?^^[WC[][][][WS_?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O>OY_.S^`I[5V7-\L^JL)YNQNN<,(NUL1 MC:9WJ]Y]=XR)?%N98X;B?-]?4J,TS%/)/AM6I[44$;>]^]^]ZD7OWOWOWLS7 MQ"^3V]/B'WOL[NC9SS54>(J?X;N_;:U!IZ7>6R,E+"NXMLUC$/$IJH(EFI97 M1Q2U\$$X4F(#W[W[W[W]`;JKL_9G='7.S>U>O,M%G-F;[P5%N#`9&/2':EJT M/DI*R%7D^TRF-JDDIJNG8ZZ:JADB>S(1[][][][$#W[W[W[W[W[W[W[VDM^[ MZVIUCLK=/8>^LU2;>V?LS!Y'<6X\U6N5IZ#%8NF>IJI=*AI)YF1-,4,8:6:5 MECC5G95/O?O?O>@#\VOE=NOYC_('=W;VX&JZ/`R3-@>N=KU$H>/:'7^,J:@X M+$*J,T7\0J?/)6Y"125ER%5,RZ8RB+[W[W[V4KW[W[W[WM=_R0_@+_<3;5+\ MQ.UL*B[RWGC*BGZ4P^1I[U&V=DY*$T]=OMHIT#TN8WI2N\%"R@,F&=I%=DKR MJ>]^]^][$OOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL!OD]WI@_C3T M%VGW?GOMI:?8.U*[)XW'U4OABS>YJG1C=I[?\@>-U.>W+6TM)=3J43%A]/?O M?O?O?SMMU;GSF]MT;DWEN>OFRNY-VY[,;GW#E*@ZJC)9S/9"HRN6KYV_M35E M?5R2,?RS'W[W[W[VP^_>_>_>_>_>_>_>]^K^6G\F_P#9JOB-UOOK*5Z5N^]L M4K=<=EEI_/5OO':%/2TKY:M9G>3[K=6#FHLL][`/7,H%E]^]^]^]GV]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]Z57RI_ED_.K?OR?^1^^MH_'O<6: MVGO3OKN#=FV,S!N/8<$.6V]N/L+<68PN3AAK-UT]7#%7XVLBE598XY%#V95: MX'O?O?O8"_\`#3O\PO\`[QHW/_Z%'7?_`-F/OWOWOWOW_#3O\PO_`+QHW/\` M^A1UW_\`9C[][][][]_PT[_,+_[QHW/_`.A1UW_]F/OWOWOWNN[W[W[W[W[W M[W[W[W811_RJ/Y@=?24M?1_&WKJ)(G! ML0"+\CW[W[W[W)_X:=_F%_\`>-&Y_P#T*.N__LQ]^]^]^]^_X:=_F%_]XT;G M_P#0HZ[_`/LQ]^]^]^]F8^&7\M3YP]:_+#X\=@;X^/\`N';^S]G=M[*W#N7- MU&XMBU$&*PV,S5+55]=+!0[IJJR:.G@C+%8HW<@<*3[][][][W-_?O?O?O?O M?O?O?O=6'\X#H7MSY%_$_'=?]+;+K=^;PA[;V?N&7"4%=A\?.F&QV%W;2UM< M9\WD<91F."?(0J5$FLF064@&WO?O?O>K_P#\-._S"_\`O&C<_P#Z%'7?_P!F M/OWOWOWOW_#3O\PO_O&C<_\`Z%'7?_V8^_>_>_>_?\-._P`PO_O&C<__`*%' M7?\`]F/OWOWOWLNW?GQ.^0WQ?_NI_IYZSRG7?]^/X[_=7^)93;N2_C']V?X- M_'/#_`,QEO#_``_^\%'J\OCU><:=5FM[W[W[V7?W[W[W[V._1'QD[U^366SV M"Z+Z]R/866VQCJ;+9VCQV1P..?'8ZLJ31TU3(^>RN*AD66I&@"-G8'Z@#GW[ MW[W[V9K_`(:=_F%_]XT;G_\`0HZ[_P#LQ]^]^]^]^_X:=_F%_P#>-&Y__0HZ M[_\`LQ]^]^]^]^_X:=_F%_\`>-&Y_P#T*.N__LQ]^]^]^][,/\F?X]=R?&OX MP;[V+WAL:OV!NS+=];HW9C\-D*_"Y&:IV]7=>]78>DR:S8+)96D6*;)8*KB" MM()`822H4J3[W[W[W;=[][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][T\_P#A05_V69UG_P"* MQ[,_]^IW1[][][][HK]^]^]^][AG_"?7_LC/LS_Q9S>?_OJ^E_?O?O?O=ZGO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNL?^.6**>*2">..:&:-XIH9462*6*12DD_>_>](W^;1\"Y/B)W,=[[`Q$D/07;F0KLCM`4T%J#8VZ7,M;FNN9&0L(* M2FCO5XC6$\F/9H5\CT<\A][][][J5]^]^]^][`'\C_YSGJ[L%OB=V3FA#U]V MEE6J^KJ_(3`0;8[0K#%$=NK/-(BTV*[`C01Q1C4!F8X5C0-63/[][][][VX/ M?O?O?O?O?O?O?O>JC_/+^=+;LW*OPWZSS6K;&SZRBRW=F2QU2&ASF\8"E9AM MA-+`=$U!M"Z5>0CU.IRK1Q.J34#`^]^]^]ZYOOWOWOWNU#^53\#9_F/W6,[O M;'U`Z&ZIJJ',;_G=98H-W98NL^$ZXHZE&1]>8,9GR+QG5!C8W75%-44['WOW MOWO>*IZ>GHZ>"DI((:6EI88J>FIJ>)(*>GIX$6*&""&)5CAAAC4*JJ`JJ``+ M>_>_>_>\WOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO6"_X4!_)OSUO M67Q.VY7J8Z)8>V>S%II]1^[G2NQ&P=OU7AD'C:"E:OR513R@ZEGH)@!92?>_ M>_>]9SW[W[W[V>'!?"/?6:^"F\/FM%][_!MN=J8?:-+A%@C,57L41SX?B0$Z0I] M[][][W&??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?S'_?O?O?O?O?O?O?O?TN=D_\`'F;1_P##8P'_`+JJ M3W[W[W[VI_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O>L?_`,*-?^Y./_+A?_F'>_>_>_>]8_W[W[W[WL1? M\)W_`/FU][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][T\_P#A05_V69UG_P"*Q[,_]^IW1[][][][ MHK]^]^]^][AG_"?7_LC/LS_Q9S>?_OJ^E_?O?O?O=ZGOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWNL?^E>Q:77@]VXYHZ/*PP0RY3:VX*6\^"W7@WF&F' M+8.O594Y"3QZX)=4,LB-[W[W[W\_GY`]%;\^-?;^]NE^R*`46Z-EY5J*2>'4 MV/S6,GC2KPNX\/,X!GQ&>Q4\55`Q`=4DT2*DJNB^]^]^]A!3U%11U$%723S4 MM52S15%-4T\KP5%/40.LL,\$T3+)#-#(H964AE8`@W]^]^]^][S?\J_YR4_S M(Z%IZ3=N1A?O+JF'&[;[-IGT13[BIWADBV[V)30I:-H=T4](ZUH0(L.4@J`( MXX7I]?O?O?O:L_F7?-G'?"SX_9#.X>JI)NXNP17[5ZAPTW@F:+,?;)_%MZ5M M',)!/A=D4E7'4.&C>.>NEI*9]*5!=/>_>_>]$#*93)9S)Y'-9FOK,KF,O7U> M4RN4R-3-69#)9+(5$E775]=65#R5%765E5*TDLCLSR.Q9B22??O?O?O8G]$= M);\^1?;6R>F^ML8V2W7O?,08VF9DD-%B:%;SY?<.8EB1VIL)M_%Q2U=7(`S+ M!"VE6Z\V=NK?N[VT.O=I41R M6Z=\[FP>T=N4`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`#.;Y$_^(QVM_P"] M5)[][][][VOO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O>GG_PH*_[+,ZS_`/%8]F?^_4[H]^]^]^]T5^_>_>_>[5?@U_-4[`^# M?4VX>IMJ=4[.WSCMP]B9;L2;+;AS6:QU;3UN6VUM+;4F.B@QJ-`U+#!M*.57 M/K+S,#P![][][][.;_T$0=S?]X[=8_\`H4[J_P"O?OWOWOWOW_01!W-_WCMU MC_Z%.ZO^O?OWOWOWOW_01!W-_P!X[=8_^A3NK_KW[][][][]_P!!$'.W M6/\`Z%.ZO^O?OWOWOWLN_P`K_P"2NPJ^HFJ,U,J@UI=/>_>_>]*=E*DJP*LI*LK`@J0 M;$$'D$'W[W[W[V:'X=?*/>7P^[ZV?W/M+S5M+C9CB-[;96H:GIMY;$RDU.-Q M;;J6OXUFEC@2IHI75TILC34\Y1Q'I/O?O?O:J^=WR^W/\T>_]Q]I9,5^-V=0 MZ]N=7;2K)4/]V-CT-1*U"E1#!))3#.YN:1Z[(NK27J9C$LC0PPA?>_>_>R:* MI8A5!9F(554$EB38``_>_>]TC^3[\!1\7>I_\`3%V5AOM^]^X,-23U M%'6PJ*SKSK^H:+(XC:*JZ^:DS>:*PUV85M+QRK!2LBO2NTGO?O?O=R_OWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNB'^?#\G/\`1I\?-N?' MO;F2\&[.]\H:GL=HU-+69%)O#,E12_WHW*U%2QE@8JJDIJ^(@V- MO>_>_>]/WW[W[W[W>_\`R&_C4>Q_D/N7Y`Y_'F;:W1.%-+MV69"(*KLK>=+5 MXZ@:(.IBJQ@-K+D)Y5'JIZFIHY."5O[W[W[WN`^_>_>_>]4G^?\`?&<[;[%Z M\^5&W\>4Q78U)#UQV'40QJ(H]Z[9QTD^T,E5R!`SU>?V=1S4BW8A8L$HL+\^ M]^]^]ZZOOWOWOWO9F_X3^?)SQ579GQ-W+DO15++VOU?'4S6`J(5I,7V!M^D, MTQU--!]ADJ>FA46$.0F:]V(][][][V>O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?S'_?O?O?O?O?O?O?O?TN=D_\` M'F;1_P##8P'_`+JJ3W[W[W[VI_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>L?_`,*-?^Y./_+A?_F'>_>_ M>_>]8_W[W[W[WL1?\)W_`/FU][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][T\_P#A05_V69UG_P"* MQ[,_]^IW1[][][][HK]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]V(_RG?^WA?QH_\`#GW1_P"^[WC[][][][WS_?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>H'_.I^`_ M^A/L*3Y0=788Q]5=K9R4;]Q6/@D:FV)V;DGFJZC(%$0I1;;WY)KGB-_%3Y03 M0WC2>DB/O?O?O=#?OWOWOWOWOWOWOWN]K^2Y\!!WIV&GR8[3PAGZCZISD8V7 MB/\=5!+)%(0U9MO8TCQ54]U\%5D3#`3)'%60^_>_>_>]P;W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WQ=TB1Y972..-&>21V M"(B("SN[L0JHJBY)X`]^]^]^]Z`?\Q?Y,O\`*WY9]F]DT%_>_>R.^_>_>_>]_'^6S\ M:1\6/B)UAL'(X_['>^X:`]B]E+)&\56-[;R@I:ZJQM=&_P"BJVOAXZ+#MI`5 MOX?JY+$GWOWOWL]_OWOWOWLJ'S>^.E'\J?C!VOTV\-.^>S>WILKL6JJ"(UQW M8&W",SM"H-3I=Z2FJLO2)253H"QHJF9+$,0?>_>_>_GL5M%68VMJ\=D*6>BK MZ"JJ**NHJJ)X*JDK*65X*FEJ8)`LD,]/-&R.C`,K`@\^_>_>_>QA^.7=FX?C MGWEUAW9MEI6R?7N[,;FYJ.*5HAF,+K:CW)M^9T>-A2[AV]555%+ZA^W.>1]? M?O?O?O?T3MD[QV]V'L[:N_=I9"+*[7WIMW#;JV[DH65HZ["Y_'4^4QE4I1G4 M>:CJD8BYL3;\>_>_>_>U/[][][][][][][][][][][][][][][][][][][][ M][][][][][][][][^8_[][][][][][][][^ESLG_`(\S:/\`X;&`_P#=52>_ M>_>_>U/[][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][UC_P#A1K_W)Q_Y<+_\P[W[W[W[WK'^_>_>_>]B+_A. M_P#\SF^1/_B,=K?^]5)[][][][VOO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O>GG_PH*_[+,ZS_P#%8]F?^_4[H]^]^]^]T5^_ M>_>_>]AC^4Q_+?\`C+\P?CGO3LON?%[QK=T8/NO<>Q:"7;V[:O`T2X#&;%ZX MS]+'+1P4\J250R.YJHM*3?[._]&1D?_J/W M[W[W[W[_`(8R^!/_`#S_`&=_Z,C(_P#U'[][][][)3_,3_E2_$;XU_#GN'NK MK##[[I=\[+_T?_P.?,[VKKW[][][][L1_E._\`;POXT?\`AS[H_P#?=[Q]^]^]^][Y_OWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWL*.]=A;1[0Z;[ M-V#OO"4FX=I[FV5GZ#,8FL#>*>):":JIIXI$9)J6NH*VGBJ*:>-EFIZB))8V M5T5A[W[W[W\W;W[W[W[W[W[W[W[W](?H?K_:/5?3'6/7VP\+2;>VGMC96!H< M1BJ-`L<2R4,575U4[_KJLADLA4RU5542%I:FIFDED9G=B?>_>_>Q9]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]U>_S=?DY_LM_P\WC383) M?9=A=S-)U1LOP3>.NHZ?.TD[[TW!`(IH:N%_>_>_?\`#UW\PO\`Y^MMC_T5G7?_`-COOWOWOWOW_#UW\PO_`)^MMC_T M5G7?_P!COOWOWOWNM'L+?6?[/WUN_L;=;T$NZ-\[BRVZ]QU&,QM%AZ&KSN=K M9LCEJR#&8V&GH*+[VOJ))62)$0.YL![][][][1WOWOWOWO<"_D/?)S_27\?- MQ_'O<>2\^[.B,H*G;:5,VJIKNL=W5-568Y(?-,]15?W7W*M;2R%0(J6DJ:"( M`7%_>_>_>[WO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?S'_?O?O?O?O?O?O?O?TN=D_\`'F;1_P##8P'_`+JJ3W[W[W[VI_?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O>L?_`,*-?^Y./_+A?_F'>_>_>_>]8_W[W[W[WL1?\)W_`/FU][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][T\_P#A05_V69UG_P"*Q[,_]^IW1[][][][HK]^]^]^][AG M_"?7_LC/LS_Q9S>?_OJ^E_?O?O?O=ZGOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWNL?^/EMD]@X')I6["^/=+5=>8I::371U6]I9H:G MLC*+ZW'W4.:IXL0Y%E*X=2!ZB6][][][J!]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]GE_ES?)E_BG\M.L^QZ_(?8;(R]?_<+L MTR,5I3L/=T]-19/(585D9HMLY".ERZ@&YDQZBQ!*GWOWOWO?Y1TE1)8G22.1 M%>.1&#HZ.`R.CJ2K(RFX(X(]^]^]^]\O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?S'_?O?O?O?O?O?O?O?TN=D_\`'F;1_P##8P'_`+JJ M3W[W[W[VI_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O>L?_`,*-?^Y./_+A?_F'>_>_>_>]8_W[W[W[WL1? M\)W_`/FU][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][T\_P#A05_V69UG_P"*Q[,_]^IW1[][][][ MHK]^]^]^][AG_"?7_LC/LS_Q9S>?_OJ^E_?O?O?O=ZGOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWNL?^.2.1"4>-T((()!! MN/?O?O?O:K]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]E0^;OR.HOBG M\8NU.Y7J*1-P87`RXG85'5K',F3["W#_`+B=H4OV;LIKJ:ERM2M95Q+ZOL*6 M=^`I(][][][^>S7U];E:ZMR>3JZFOR.1JZFOR%?6325%76UM9,]155=542L\ ML]34SR,[NQ+,S$DW/OWOWOWL=?BQT1F?DS\A.J>C\*9H9-^;KHZ#+U\"AI,/ MM6@27,;PSB*P*-)AMKX^KJ45K"22)4O=A[][][][WEZ?^7E\'*:G@ID^*O2$ MB4\,4"R5&P<%4U$BQ(L:O/43TKS5$S!;L[L6=KDDD^_>_>_>\W_#?/P>_P"\ M4NBO_1=[>_\`J/W[W[W[W[_AOGX/?]XI=%?^B[V]_P#4?OWOWOWOW_#?/P>_ M[Q2Z*_\`1=[>_P#J/W[W[W[W[_AOGX/?]XI=%?\`HN]O?_4?OWOWOWO2:^=/ MQSJOBO\`*3M?J#[>:/;N,S\F=V%42HX6MV!N;,I\WDUKNPNFO%U1O42R:JZ MJI\!1P_W*S]2LCO4S_QG:#4J354A/W61I:LWNK`>]^]^]V@>_>_>_>_>_>_> M_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_F/^_>_>_>_>_>_>_>_I<[)_X\ MS:/_`(;&`_\`=52>_>_>_>U/[][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][UC_\`A1K_`-RL?[][][][V(O^$[_P#S.;Y$_P#B,=K?^]5)[][][][VOO?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>GG_`,*"O^RS.L__ M`!6/9G_OU.Z/?O?O?O=%?OWOWOWO<,_X3Z_]D9]F?^+.;S_]]7TO[][][][O M4]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]UC_SD/\`MV_\C/\`RD/_`+_?J_W[ MW[W[WHK^_>_>_>[$?Y3O_;POXT?^'/NC_P!]WO'W[W[W[WOG^_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>TQO;_`(\S=W_AL9__ M`-U57[][][][^:-[][][][][][][][^DETG_`,R9ZC_\1CL+_P!Y7$^_>_>_ M>Q.]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]ZG/\_?Y._WM[1V)\7- MMY-)<'U;1P[Z[!@II-22]@;GH&3;N,K5#LOW&V]FU7W"6`XSC!KE0%][][][ MUY??O?O?O>SS_P`)^?C2T--VE\KMQ4#J:O7U)UL\Z`!J>*2AS>_\U`DB$NKU M"8V@IZB,@!HJZ(WY`][][][V9_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O>O)_/[^-(W7U9U_\H ME2:>)0P&K..Q!M<>]^]^]ZG7OWOWOWNW[^2S\G?]`_RVQFP<]DTHMA?(2EI> MO,JM3)HHZ7>T4TU3UOE&]:#[J;-5$N(0FZA_>_>]B+_A.__P`SF^1/_B,=K?\`O52>_>_>_>]K[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WIY_\*"O^RS.L_P#Q M6/9G_OU.Z/?O?O?O=%?OWOWOWO<,_P"$^O\`V1GV9_XLYO/_`-]7TO[][][] M[O4]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]UC_P`Y#_MV_P#(S_RD/_O]^K_? MO?O?O>BO[][][][L1_E._P#;POXT?^'/NC_WW>\??O?O?O>^?[][][][][][ M][][][][][][][][][][][][][][][][][][][][][][3&]O^/,W=_X;&?\` M_=55^_>_>_>_FC>_>_>_>_>_>_>_>_I)=)_\R9ZC_P#$8["_]Y7$^_>_>_>Q M.]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]AQV_VAMGI3JWL#MO>,_@VSUWM/-; MLRVET2>I@Q%%+51XZCU^F3(Y6H1*:FCY,E1,B`$L![][][][^=1VSV7N;N7L MW?O:^\JG[K='8>[,YN[,NK.88:O-U\]::*C5R3!CL='*M/31"RPT\2(H"J`/ M>_>_>TWM7;&S=L4$V5W)NW/8?;&WL73C549+.9[(4^*Q-!`O]J:LK MZN.-1^68>_>_>_>_HG_&?I#!_&_H7JOI'`"!Z3K[:.-P]=6TP=8LQN*56R&Z M\_:55D5MP;FK*NM*D+I,^D!0`![W[W[V.?OWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWL..W^K]L]U]6]@=2;Q@\^V>Q-IYK:>6THCSTT&7HI:6/(T>O MTQY'%5#I4TTG!CJ(4<$%0??O?O?O?SI.U.M]R]/=D[[ZKWC3"EW1U]NO.;1S M<:"0025V#R$]!)54;2I&\V/KA")Z>32!+!(CCAA[][][][1E!7UN*KJ+)XRK MJ:#(XZKIJ_'U]'-)3U=%6T_>_>_>_H4 M_"3Y&T7RK^,?57<\9M'_P`-C`?^ZJD]^]^]^]J?W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WK M'_\`"C7_`+DX_P#+A?\`YAWOWOWOWO6/]^]^]^][$7_"=_\`YG-\B?\`Q&.U MO_>JD]^]^]^][7WOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWOWOWOWNO/Y:?RS/CE\SNQL+VAV]7=DTVY<#LG';"H8]G;FQ6%QAP>+SNY M-PTSSTM=MO,2R5YK]TU(:02JIC"#2"I+>]^]^]E>_P"&$_@]_P`[;O7_`-#[ M;W_V"^_>_>_>[#/B7\1^J_ACUSFNK^H:C=E3MK/;VR._:Z3>.7HLUDQG,I@M MM[>J4@JJ'$X>*.@%!M:F*QF)F$A;7^[6Z<)N_ M'?95U70Y.G@U9;`0"35`^J$LHL2&'O?O?O=7O_#"?P>_YVW>O_H?;>_^P7W[ MW[W[V+W0O\G_`.)_QT[VYMX;#K:ZOPD6X=X87(X9Y\AA\CA)Q74 M5+M+'SSQBCR_YVW>O_`*'VWO\`[!??O?O?O?O^ M&$_@]_SMN]?_`$/MO?\`V"^_>_>_>[DMM8"AVIMS;^U\89VQNV\)BL!CVJI% MEJFH_?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O8`?)GXX[(^5G5&4Z9['R^\<5LS-Y3#9/,ILK,4>$R64&"K%R M5!CJVJK<5EXI,6,G##4O&(@S34\9U`*0?>_>_>ZT?^&$_@]_SMN]?_0^V]_] M@OOWOWOWL7NAOY/?Q#^//;.SNY=F_P"DW,[KV)7563V_2;QW5A\S@8,^\-12MY@(:J..2Q*#W[W[W[W:?[][][][][][][][][] M[][][][][][][][][][][][][][][][][][][K)^27\ICXH?*3MK.]T=A#L? M$[TW-1X:ESQV7NC%X;%Y.;!XRGPU%DJBBKMMYB09%L51002.LBHZP(=.K4S> M]^]^]@1_PPG\'O\`G;=Z_P#H?;>_^P7W[W[W[V?CXC_#3JSX6[4W3LGJ+-;_ M`*_;6[-P0;GK,;O?<&/SL./S4>/BQ=368@4&#PHI'R5%24Z5.H2>3[6*VG2= M7O?O?O9M??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=*7_#"?P>_P"= MMWK_`.A]M[_[!??O?O?O?O\`AA/X/?\`.V[U_P#0^V]_]@OOWOWOWNZ#&4$& M*QV/Q=*9#38VBI*"G,K!Y3!1P1T\)D<*H:0QQBY``)_'OWOWOWN;[][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][)3\PO@3T?\W_]'?\`IFJ]]TO^C'^]W]V_[E9_'8/7_?3^['\8_B?W^"S7 MW6G^Z=+X='BT7DOJU#3[W[W[V2C_`(83^#W_`#MN]?\`T/MO?_8+[][][][- MY\1/Y=70/PIW'N_='3M9V%59+>V$H+#Z^_>_>_>SX^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>V?(;BV_B)EILKG-VB9 MXV4,!8E2/P??O?O?O<#^^VS/^>NVQ_Y_\5_]5^_>_>_>_?WVV9_SUVV/_/\` MXK_ZK]^]^]^]]KO39S,%7=FV69B%55SV++,Q-@`!57))]^]^]^]J;W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[VVY',X?#K$V7RN-Q:SEU@;(UU+0K, MT84N(C4RQ"0H&%[7M<>_>_>_>VK^^VS/^>NVQ_Y_\5_]5^_>_>_>_?WVV9_S MUVV/_/\`XK_ZK]^]^]^]^_OMLS_GKML?^?\`Q7_U7[][][][]_?;9G_/7;8_ M\_\`BO\`ZK]^]^]^]^_OMLS_`)Z[;'_G_P`5_P#5?OWOWOWM3*RLH92&5@&5 ME(*LI%P01P01[][][][[]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]HS>O8_7G6 MV/7+]B[\V9L'%-KTY/>NZ,'M;'MXQJDTUN=KJ"F.A>3ZN!]??O?O?O9=)_Y@ M/PAIYIH)/E=T*SP2R0NT'9>UZF%GB-V1QRI((/OWOWO MWL9]@=\=']KS-3=7=R=5]CU*1M*]+L3L':6[:F.-0S.TM/@,O7S1!`AU:E&F MQO\`0^_>_>_>Q7]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]IC^^VS/ M^>NVQ_Y_\5_]5^_>_>_>_?WVV9_SUVV/_/\`XK_ZK]^]^]^]^_OMLS_GKML? M^?\`Q7_U7[][][][]_?;9G_/7;8_\_\`BO\`ZK]^]^]^]^_OMLS_`)Z[;'_G M_P`5_P#5?OWOWOWMTQN;PV9\W\(R^+ROVWC^X_AM?25W@\WD\7F^UEE\7E\3 M:=5M6DV^A]^]^]^]N?OWOWOWOWOWOWOWMOR.6Q6(B2?+9/'XN&63Q1S9&LIJ M**272S^-)*F2)'DT*38&]@3[][][][S4==19&FCK,?5TM?1S:_#5T=1%54TO MCD:*3QSP.\3Z)4938FS`@\CW[W[W[W*]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]LM?N3;V*G%+E,]A<;4F-913U^4H:.W\:KGZ(U?EJJDI0YO]-=_?O?O?O9:JOY^?".BJ):6;Y7]`O+" M0':D[0VE7TY)56'BK*')U-).+-R4=@#<'D$>_>_>_>Q:V#\A>A.U98Z?K+NS MJ;L&KE"E:+9?8FT=S5X+1B7QR4.'R]960S*ANT;HKK^0#[][][][&#W[W[W[ MW[W[W[W[W[W[W[W[VA:[M'K/%UE5CLGV+L7'9"BGDIJV@KMW;?I*RDJ86*2T M]52U&0CGIYXG!#(ZAE/!'OWOWOWM<(Z2HDD;K)'(JO'(C!T='`971E)5E93< M$<$>_>_>_>^7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWM/Y_=NU=J)32;HW-M[ M;:5K2I1OG\UC<.E6\`1IUIFR-33B=H1*I8);!;DV[NBDDR M&V<]A=Q4$-2]'+6X+*4.7I(JN.*&:2EDJLK:VLGBIJ2CI*:)IJFJJJF9DAIZ:GA1G=W8*B M@DD`>_>_>_>\>.R6.S%#39/$9"BRF-K(_-1Y#'54%=0U41)7RTU7322P3QZE M(U*Q%Q[][][][F^_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>]//_A05_P!EF=9_^*Q[,_\`?J=T>_>_>_>V+:W\ MA7Y?[MVSMW=>-['^-L&.W-@L1N&@AKMX=GQUL-%FL?3Y*EBJXX.GJF".JC@J M5$BI)(@<$!F')][][][??^@?7YF?\_,^,?\`Z&?:G_VE_?O?O?O>&H_X3\_, M^&"6:/L/XTU=E%Q%$U7T]2TPD<\`R2(M_J1[][][]["G/? M"S^:O\%XI]Y;%C[-QFV<#)+5U6=Z'W_5;HV_X('>MJJC-;)PM9?H0/>_>_>[(?Y?'\[6MWSN7;O2_R_7#T&9S]9287:W=V)I*?"8JK MRE5HIZ&@[&PE*L>,Q,N2K6$:96@2GHHWD19Z:&,250][][][V1_?O?O?O?O? MO?O?O?O?O?O?O>MM_P`**_\`CS/BO_X<_:__`+JMB>_>_>_>ZQ_C3_)W^3/R MGZ3V5WSU]OGHK#[0WW_>/^$8W>6YM_X_V;7_P`2H\)UCN'%P^;) M[>GDA\59-J@9&;0Y9%][][]['7_H'U^9G_/S/C'_`.AGVI_]I?W[W[W[W[_H M'U^9G_/S/C'_`.AGVI_]I?W[W[W[W[_H'U^9G_/S/C'_`.AGVI_]I?W[W[W[ MW[_H'U^9G_/S/C'_`.AGVI_]I?W[W[W[WMZ;=Q\V(V_@L54M$]1C,/C,?.\# M.T+S45%!32M"TB1NT3/&2I95)'U`^GOWOWOWMX]^]^]^]^]^]^]^]MN9S.(V MYB,IN#<&4Q^$P6$Q]9ELSF*Q>/IY*JOR.1KZJ2*FHZ*CIHFDEED9 M4C12S$`>_>_>_>]6GYQ_SP-];MSV1ZJ^%7EVYMH538B;N&IP_P!YO;=U5(YI M#'L'!9&GG@VYB:IW*P55132Y:H+(\2T+K9_>_>_>RW=3_P`H3Y[?*^L7L_NS M/-UXFX%AK9MR][[CW#N/LS,TU0\DHJ#MI?XON"GE1Y&8PYFIQ]^]^]A_T)_,_^<'P9WS_`*+N_L=O+L#;&#F@I,]U M?W4N6Q^_<%0DG14[3WEF*:?<%&DD"J:5:O\`B6)EIU'@B0.)A[W[W[WMC?&+ MY/=3_+CJO']N=/Y6MKMOU%;/ALMC,Q1'&[@VON2BIJ.KR&W,_0K+4T\62HJ? M(02%J>:HIIHI4DBED1@WOWOWOWLPOOWOWOWOWOWOWOWOWOWOWOWOYV/Q2^+G M8'S![_>_>_>_>_>_>_>Z!/^%"O_9,W2G_`(G6+_W@-Y>_>_>_ M>ZP?Y1/\Q9OBYOQ.D>VLS(G0'9&:C:GRE;,33]6[UK_%2Q;C5WO]OM3-LD4. M62XCIB$K1I\=0)O>_>_>]S6*6*>*.>"2.:&:-)89HG62*6*10\_>_>_>\GOWOWOWOWOWOWOWOWOWOWOWO3,_GV?]EPXG_Q!6P?_`'H= M]>_>_>_>]S/W[W[W[W[W[W[W[W[W[W[W[W@JJJEH:6IK:VI@HZ*C@FJJNKJI MHZ>EI:6GC::HJ:FHF9(H(((D+.[$*J@DD`>_>_>_>]9SYV_SQ\E1YK+]4_"H M8^H6CFFQ64[VR>.AS"5M>'\,D?6.W,A3S8ZJI()1I3*Y"&IBJR6-/2^,154O MO?O?O9(^N/Y7?\Q7YLY"'M/N7,Y+:M)FHUJH-X?(K=.XJG=E=CYW$BIA=H"G MSFY\?2*D@:G@K(<51F$#PMH"CW[W[W[VAZ M'FR-)$P=@@AK:CN'%S3AHP"2T$=F)%B!<^]^]^]EZ[;_`)!GRFV)1S9OJ'L' MKWN%\?:H@P\4];UQO&IFB3S1G%P9V>LVL)4F2RM-FZ?%;Y==*_,/KN'L+I_K@>:AK!&Y@FDT.%][][][,Y[][][][U>OYX7P$3& MU,_S0ZCP$<5#7S4U%W_A,7#XXZ?)U$L%#ANT8:*-?&JY6:1*+-M'HO5&GK&1 MY)ZZH'O?O?O8]?R1OGNG9FRJ;XA]I9A6["ZYQ$DO4.6R%9*]3O'KC&0EI=HZ MJDN)_>_>_>_>_>_>_>_>_>_>T MUO/>.V.O-I;EWWO3,TFWMH[/P>3W)N7.5WD^UQ6$PU'+7Y&NF6".:HE$%+`S M!(T>60V5%9B`?>_>_>]&[Y$]P=P_S5_FKBHSFX:I6JVA57BCDDIZ6F1?>_>_>]R[XK?&O8?Q M+Z1V?TIU_"DM#M^E^ZW!N%Z1*/([TWA710G<.\,O&LU4RUN7JH1XXFFF%'21 MPTL;F*".WO?O?O='7SVW+5=K;K[+[6[-W+21=1=-?,SJ/XB[(Z]W?MO=V\]B M;*27:%/NCM_OW=W4&W5TGQ-//3K!++-3SI[W[W[VA?A MAOWT/[][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][][][][][][][][][][][T\_\` MA05_V69UG_XK'LS_`-^IW1[][][][VOND_\`F3/4?_B,=A?^\KB??O?O?O8G M>_>_>_>_>_>_>_>_>_>_>_>]3W^>O\+]D]59G9?RDZSPN/VSC.SMT5>S.S<% MBZ>*AQ4N_P"HQF0W'A-U4%#3JL$%=NC&8?)?Q,(L:25-(E00TU1.Y][][][N MF_E1=]9WY!_"3JWL-RY6ID>:IR=3LNJ6GPM?5SR,\U1D*K M:-5CGJI7)>:I,DA/J]^]^]^]V.>_>_>_>_>_>_>_>];;_A17_P`>9\5__#G[ M7_\`=5L3W[W[W[W8C_)O_P"W;_QS_P#*O?\`O]^T/?O?O?O=G'OWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWO59_GB_.G+;DW>_P MOZORLL6V=M/C*_NJMQSDR[EW;.*;*8+8:2P$^7$[;@D@JJV,%O/DY4A=4:B8 M2>]^]^]G[_E7_P`L';/QHVAM_N[NG;E+E_D?N.@CRE#0Y:)*JGZ;Q>0@+083 M%4LBF%-\S4DH&4KR&DI79J.F98UGEJ_>_>_>[J_?O?O?O?O?O?O?O?O?O?O? MO94OEC\,>B_F5L8[.[>VWJR5"CMM3?\`@5HJ'?FRZEW5Y'P&;J*.L!H*LJ!4 MT-3'/0U(`9XO+'%)'[W[W[V,G4'4>P.B>N-J=4=8;?I=M;)V;BXL7A\;3C5( MX4F2JR.1JF'FR.9RM6[U%952EI:FHD>1R68^_>_>_>Q)]^]^]^]^]^]^]^]^ M]^]^]^]Z4O\`(R_[+VV__P"(Q[(_]UU'[][][][W6O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=`G_``H5_P"R9NE/_$ZQ?^\! MO+W[W[W[W5;B/Y=-1WE_+.ZS^4G36&DJ^W=AU?:$78>U\=$\E9V-L3#;^W(T M>4QE-'?[O>6S*-6TQ*OFR.,4PH7FIJ2"7WOWOWNQ/^2Y_,<.[\=AOAWW;G`= MTX2B^UZ.W;E*E0^XL#00,YZWR=1.P9\Y@:6(MB')/W5"AI?3)3P_<>]^]^][ M'7OWOWOWOWOWOWOWOWOWOWOWO3,_GV?]EPXG_P`05L'_`-Z'?7OWOWOWO4DAD,E#/(B_=4$XDHZM0-:>18Y(_ M>_>_>RH_RVOY8^"^#$>[=Y;FW9%O_N+=R9#;LF>Q`R6,VOA=AQ9>.KQN+QN( MJI$>IRV9-!35F0J*E9#3S*M-3'QQR5%7[W[W[W:U[][][][:L[@\-N?"9C;6 MX\5C\[M[<.*R&#SV$RU)!7XK,8;+4DU!E,5DZ&I22FK&:&1622-RK M`@D>_>_>_>]&SYN_&'LS^6A\L,%N3K/+YG$[5FSS=C?'OL")))9J:EQ>0BFJ M=I96HJHIJ#*9S9LM3%1Y&"3RQ9#'5$$T\2QUK4Z^]^]^][=/P>^7.T?F?T'M MGMC`_:8[/./(==];U,D.3Q6VGC.JHH\]N=XZ?(Y>*0I M+`8Z6DDBBFI9_)[W[W[W=/[][][][K#^1?PB["S?=*=^_'O(]65V7SV]NKNQ M>PNG^\YM^X_K;-]F],!H^M.X=M;DZUF.Z=K[[VW0?Y%/2-35F%S$+"2MIY)( MAY/>_>_>TWTG\".P3W]4=Y]^3=1;3V_B^RLIW7M[H'H+*]F;AZTSW>^5QU3B MU[T[`K.T6HZ:3?>%H,A4+2183"8J!:GP51<212I4^]^]^]VP>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_ M>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>_>]//\` MX4%?]EF=9_\`BL>S/_?J=T>_>_>_>]K[I/\`YDSU'_XC'87_`+RN)]^]^]^] MB=[][][][][][][][][][][][HB_X4![VPN'^)W7&QYZB$[BWKW9B,EBZ!IA M'4/A=H;3W5)GLI%%H=IX:"NSN-IY!Z0K5R&_`5O>_>_>Q'_D2X/)8GX)4M?7 M0&&EW/V]V)G,-(=5JK&TZ8#;4LZW4`AX'O?O?O=RWOWOWOW MOWOWOWOWO6V_X45_\>9\5_\`PY^U_P#W5;$]^]^]^]V(_P`F_P#[=O\`QS_\ MJ]_[_?M#W[W[W[W9Q[][][][][][][][][][][][][][][][][][][][][][ M][][#+NGLK'=-=0=H=M99(YL?UML'=F]YZ623Q"N_NU@ZW+18Y'`+";)3TJP M1@`LTD@`!)`]^]^]^]Z=7\I?J"O^6?SY3LOLMFW+3;!GW#\@=\5>1C$L>?WO M+G(6VX*HW"?<2[XSL>4,95DECQ\D9&D^_>_>_>]V+W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WI2_R,O\` MLO;;_P#XC'LC_P!UU'[][][][W6O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O=`G_"A7_LF;I3_`,3K%_[P&\O?O?O?O9G/Y*/_ M`&[TZI_\.?M/_P!^)N+W[W[W[W3U_-X_E]Y7XV[^B^7WQZILA@>NLWNB@S.Z M:+;#5-!4]/=E29**KQNYL'4X\Q3X7;.X]^]^]VD>_>_>_>_>_>_>_>],S^?9_V7#B?_`!!6 MP?\`WH=]>_>_>_>]S/W[W[W[W[W[W[W[VD>P-Z8?K?86]^Q-PR>'`;"VCN3> MFQM;W[W[W[WI5?RZ>M\G\Y_P"8M1;S[249 M^DIMP[J^1G9D-0))Z7(-B2-L+-O?.8NE>E?\`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`Q6/9G_OU.Z/?O?O?O>SKTUW+T_3=/]4TU3VMUM3U M%/UML:">"??.UXIH)HMKXN.6&:*3**\4L3J596`*D6/OWOWOWL2?]-G3/_/W M.L?_`$/=J_\`UV]^]^]^]\7[PZ6B1Y9>W^KHXXT9Y)'W_M-$1$!9W=VRP545 M1_>_>_>R;]__P`U;X4=`8FMFJ^W\%VAN>!)%H]D].UV/W]EZRK0#\;D>3[[(4[J+Z4=QH]^]^]^]ZQ6\-R_)[^NKS.XLL*>D_B.2J)93+5U1CBJ\M5JD%/$D4=/3P^]^]^ M][G/1_4&TN@>H^ONFMC020[7Z[VSC]NXZ2<1BKR$E.AER6;R/B5(6RN?RLT] M=5LBJC5-0Y55!`'O?O?O8J>_>_>_>_>_>_>_>];;_A17_P`>9\5__#G[7_\` M=5L3W[W[W[V0+XH?SF.S/BCT#L+H';W3&Q-V8?87]Z?M-P9G/[@HLE7_`-Z= MZ;CWI4?[.LMI[#I]A[3Q&XJ2KV[E\QDIJ^;)9 MA\:]-4IDD5(HHD74"O)/OWOWOWNXOW[W[W[W[W[W[W[W6[_-VS-9@OY=?R2K M:%M$T^)Z_P`,YU.MZ/<7;>P-OY!;QLC'7C\G*+7TF]B""0?>_>_>ZN_^$Z6W MZ(47RNW4ZI)D6JNH-OT[F.STM$D78N1K%CEU^I*^>2`NI7@TRD'D@>]^]^][ M,WOWOWOWOWOWOWOWNG3^9E_,RWS\$M\]9;3VGUEM/?E/OS:>7W%5U>XLOF,; M-038W,)C4IJ9,:C)+%*C:B6Y!]^]^]^]UF?]!$'.W6/_`*%.ZO\`KW[] M[][][]_T$0=S?]X[=8_^A3NK_KW[][][][L'_EL_S5.P/G)WGNOJ;=?5.SMC M8[;W4^=[$ARVWLUFLC6U%;B=X;%VU'CI8,DBP+2S0;MDE9QZP\*@<$^_>_>_ M>[M_?O?O?O?O?O?O?O?O?O?O?O?SROAK\JMP?#;NRA[KVSM3#[SRE#MW<&W4 MPF=K:V@H)(<_3Q4\U2U1CPU0):<174#@D\^_>_>_>[=_^@B#N;_O';K'_P!" MG=7_`%[]^]^]^]^_Z"(.YO\`O';K'_T*=U?]>_?O?O?O?O\`H(@[F_[QVZQ_ M]"G=7_7OW[W[W[W[_H(@[F_[QVZQ_P#0IW5_U[]^]^]^][7WOWOWOWOWOWOW MOWOWOWOWOWN@3_A0K_V3-TI_XG6+_P!X#>7OWOWOWLSG\E'_`+=Z=4_^'/VG M_P"_$W%[][][][L\WAM#;&_]J[AV1O3"8_0?8]5E:[ M<'46ZJWS5%!N#;@DCCW)UAOE:=J9*VKH:.L6DKHP4^ZI)H:N$Q2M:#WOWOWO M;:^)/REZ\^8'2NVNXNOIA3C(1_P[=FUIZF*HRVR-X4<41S.V_>_>_>_>_>_>R)_S-]P3;9^!'RAR,$L\+U/6=7M]GIDB>0P[MRN+V MK41,)BJ"">GS+)*1ZUB9BMV`'OWOWOWND+_A.SB:*;LOY,YV2('(X[8W7V)I M9M,9,=%FL_N&LR$0J\'">V>K<*S=B8S'PNE9V'UIC4,DN0$,,3QUVZ>OX-<\;M MXY:G#B>$R2O2T%/[][][][)M_*$_F>[0Z;V!NKX\_)'=2879.R,%N3?74F[: MZ-I9*2BQU/69[='5Y9'\E95UTBRUNWH=!EGJI:BB61FDQ]./>_>_>R"U]3W7 M_-^^=RQ4_P!UAH-U5KP4$I;$TE>7DL:.++[AR& ME?`U8H7WOWOWO=?Z>ZEV/T3UALKJ'K?%+AME;"P=/@\)1_M-42)&TE16Y/)3 MPQ0)69G-Y*HFK:ZHT*U365$LK#4Y]^]^]^]B5[][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][][][][][][][][][][][][][][][][][][][][][][][ M][][][][][][][][T\_^%!7_`&69UG_XK'LS_P!^IW1[][][][S[3_D%_(_= MVUMM;LHNY.D::CW/M_#;AI*:JEWW]S3TV:QU-DH(*GQ;0DB\\452%?2S+J!L M2.??O?O?O:@_Z!ZODS_S^OHK_J;O_P#^PWW[W[W[V2/YJ?RPN_OA'MG;6^-[ M9':>^]C[@R,F$JMS[";/5-%MC-E/+C\?N.+,X;$S42YJ%9#23J)(9)(7C8HY MC$GO?O?O9K?Y57P"^'_S,P69R_9/9'8E5V1L+(F;=?3.*J,+M?&U6WZF?QX7 M<%-FTILGG\WMVNOX:IJ5\;4T=:/$Y$;P2U'O?O?O>U_T]T=U%\?]H4^Q.F>O MMM=>;6@=9GQVWZ$0S9&K6-8?XCG,K.U1E]PY9H45&K*^HJ*IT4!I"``/>_>_ M>Q5]^]^]^]^]^]^]^]^]^]^]^]ZVW_"BO_CS/BO_`.'/VO\`^ZK8GOWOWOWL MW/\`*5Z%Z,WI_+ZZ`W+O'ICJ?=FX\E_I5_B.X-R]=;/SN;K_`+/NSLC'TGWN M5RF'JJ^J^UH*6*"/R2-HAC5%LJ@#WOWOWNQO_97?C-_WCKT5_P"BCV!_]C_O MWOWOWOW^RN_&;_O'7HK_`-%'L#_['_?O?O?O?O\`97?C-_WCKT5_Z*/8'_V/ M^_>_>_>UGLSJ3JGKBJK:WKSK+KW8=;DH(Z7(U>S-E[;VO55]+%)YHJ:MJ,'C M:&6J@CE]2HY90W(%_?O?O?O8A>_>_>_>_>_>_>_>R"?S2-F56^_@!\G<)20/ M42T.PJ7>;QIY+K2]<[HV_P!A5LY\1#:*6BVO)*U_3I0ZO3?W[W[W[W2[_P`) MV=^T='OOY-=83U)-?N/:77V_<71LYTK1[+S&X=O9ZIBCUV!:;?V-60A3>R`D M6%_>_>_>]IWW[W[W[W[W[W[W[V'N\^I.J>QZJBK>P^LNO=^5N-@DI<=5[SV7 MMO=%504LLGFEIJ*HSF-KI:6"27U,B%5+#X]='0S0[D!_)=V9L_?GS?P6W]\[4VUO/`R=<=A54F$W7@L M7N+$/54V/I&IJE\;EZ6LHVGIV8E'*:D)X(]^]^]^][A7^RN_&;_O'7HK_P!% M'L#_`.Q_W[W[W[W[_97?C-_WCKT5_P"BCV!_]C_OWOWOWOW^RN_&;_O'7HK_ M`-%'L#_['_?O?O?O?O\`97?C-_WCKT5_Z*/8'_V/^_>_>_>QU]^]^]^]^]^] M^]^]^]^]^]^]T"?\*%?^R9NE/_$ZQ?\`O`;R]^]^]^]F<_DH_P#;O3JG_P`. M?M/_`-^)N+W[W[W[W:_[][][][+M\IOC-UU\M>F=S]-=D4ML?F8A68#<%/3P MS9?9FZZ.*9<+NO!M-I"U^-DG99(]2+54LLU/(?',X]^]^]^]ZA_07?\H' MYC[CV#V1CZVLV=+D*+"=H[8HFF;"[[V-/-))M[LG9#U(B@J,A0TTS56/F(1R M#4X^H,,C3B+WOWOWO=/V/O;:G9.S]M[^V-G*#ASVW<[C91-19+%Y& M!9Z:HB;AD?2VF2-PLD4BLCJKJRCWOWOWO3V_GV?]EPXG_P`05L'_`-Z'?7OW MOWOWONSJW?OPN^3VV,:LLN1JNEM]Y&@IX!JFK*W M;N$J=QTN/A70^J7(3XE8%'%S)]5^H][][][US/\`A/KV-0;?^2/;G6U=5)32 M]C=50Y;$)(([5^8V%N"FG_A\+:3/]U_`]R5U2`"(S%2R%KL$]^]^]^][=7OW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWO1P_F^?%/9?Q9^5E13=3WOWOWO8Q_E!_$7:7Q MS^+.S>Q5^TR_9?R*VIM'M#=6Y(_*_P!GM?<.&ASVQ-E8X30TYIJ/!87,":LL MA:?*U-03++!'2B+WOWOWNU[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[WIY_P#"@K_LLSK/_P`5CV9_[]3NCW[W[W[WM?=)_P#,F>H__$8[ M"_\`>5Q/OWOWOWL3O?O?O?O:$[.ZTV1W'L#=G5_9&`H]S[(WMAZG![APE M*JHZC2Z2P31E*BAR-!51QU%)50LE12544MZFH%-EMJ[IAI/MZ:HJEHYA0YJD0Q3 M4U08JNF\.NBG]^]^]^][B_Q7^3/7GRVZ7VMW-US4A:'-0_9[AV]-4Q5.6V7N MVCA@;.;3S?B6.U;C)9U:.0I&M722PU"*(YD]^]^]^]F*]^]^]^]^]^]^]^]^ M]^]^]^]ZVW_"BO\`X\SXK_\`AS]K_P#NJV)[][][][L1_DW_`/;M_P".?_E7 MO_?[]H>_>_>_>[./?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O;+N3;^)W;MW/;5S])'D,%N;"Y3;^:H)?\`-5N)S-#/C_>_>_>]&KJ#<^ZOY6_P#,6^TWHE;)B.L][Y/8^^1%`S2;HZCW;"D<.Y** MF1$DJC4[:R%#N"AA7QEZF"&-]/K7W[W[W[WO-8+.8?*HI*REF62-U)5E8$>_>_>_>W7W[W[W[W M[W[W[W[W[W[W[W[VF-[?\>9N[_PV,_\`^ZJK]^]^]^]ZC7_"?7_LLSLS_P`5 MCWG_`._4Z7]^]^]^][AGOWOWOWOWOWOWOWOWOWOWOWO2E_D9?]E[;?\`_$8] MD?\`NNH_?O?O?O>ZU[][][][][][][][][][][][][][][][][][][][][][ M][][][][][][H$_X4*_]DS=*?^)UB_\`>`WE[][][][,Y_)1_P"W>G5/_AS] MI_\`OQ-Q>_>_>_>[7_?O?O?O?O?O?O?O=9O\S7X!X'YK]0O5[>IJ+&=]==4- M=D.L=QN(J<9R'2:FOZZW#4MI$F#W`Z7I)9&!QN1*3JPADJXJCWOWOWNC7^4K M\^\U\4>SJWXF?(>KK]N=79_=F0PF/EW49:%^E.SS7R4.0HLLE:JR87:V?S$9 M@R22:(,;D"*Q_%&]=*WO?O?O:(_GV?\`9<.)_P#$%;!_]Z'?7OWOWOWOGJ*>=&BF@GAE5HYH9HV M*LK`JRD@BWOWOWOWO1$[$P>]_P"5]_,0-?AZ"L>EZH[$7=VRHYI)J6/>O3VY MS5I!01Y#U+*N:V5DZK#UDJ&18:Y*B,W:)E]^]^]^][OW4_:>R.[>N-G]K=<9 MF'/;+WQA:7-X/(1%1)X:@%9Z*N@5Y#197&5:24U73L==/4Q/&WJ4^_>_>_>Q M#]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]X*>JI:M'DI*F"J2*>HI9'IYHYDCJ MJ29Z:KIG:-F"3TM1$T_>_>_>_>_>_>_>_>_>_> M_>_>_>_>]1K_`(4*_P#93/2G_B"HO_>_WE[][][][V2?A/\`]D9_$C_Q6/H3 M_P!]7M3W[W[W[V9SW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[WIY_\`"@K_`++,ZS_\5CV9_P"_4[H]^]^]^][7W2?_`#)GJ/\`\1CL+_WE M<3[][][][$[W[W[W[W[W[W[W[V43YK_$+8GS0Z1SG5N[$IL=N"F$V9ZYWH:? MRUVRMY0TTD=#D8REII\/7!OM\C2@Z:FE(,JSK)'[W[W[WNU[/W?MC?^U=O;WV7F\?N7:6Z\10Y[;N>Q4XJ,?EL1DJ=* MJBK:64`$QS0R`Z6"NANK`,"![W[W[VH_?O?O?O?O?O?O?O>MM_PHK_X\SXK_ M`/AS]K_^ZK8GOWOWOWNQ'^3?_P!NW_CG_P"5>_\`?[]H>_>_>_>[./?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=,/\VS^7#4?+ M39])W#U!C:<_(#KS$241Q0DCI5[/V73/45PVRTL@$*[IP]1-++B99&C2832T MTK6>!X/>_>_>Z?/Y<_\`-3WC\,JN?X_?(S#;MS_3N+RM7C*2GFIIUW]TIF(: MJ:+*XZGPN5%+55VW%KPWW>(D>"HH)M_>_>]L+IWO\`Z5^0.W8= MU=,=F;1[$P\L$51,VWLM#-D\8LQ(CASV`G\&>VY6$CFGKZ:FG7\H/?O?O?O8 MO^_>_>_>T_NC=FUMD86LW+O3=+;&V_N3KKXR10=R[[R=!7X6HWQ405E)U=MH5E/) M2U%525#FBR>]Z^%9#XEI!#CF)#_=R!3$_O?O?O95OY`GQZ[-Z#^]6XLKOG8&?\FVJ2=%GRV%QU%M&I2IKD'VRU#)" MC/()1%[W[W[WM1>_>_>_>_>_>_>_>_>_>_>_>]*7^1E_V7MM_P#\1CV1_P"Z MZC]^]^]^][K7OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWN@3_A0K_V3-TI_XG6+_P!X#>7OWOWOWLSG\E'_`+=Z=4_^'/VG_P"_ M$W%[][][][M?]^]^]^]^]^]^]^]^]^]^]^]Z\/\`.A_ES?Z1L)E/EUTI@/)O M_;&.6;N7:^)IKS[SVIBZ41C?5%3PC5/N3:=!`J5RA2U7BXQ(")*4+/[W[W[W MK&=G]P[_`.XY=CU?8>:DW#DM@=?83K+"9>J5FR<^T]M5^8K,!39:J9V-?5XJ MFS!HXYB%=J6GA$FN0/(_O?O?O?TD??O?O?O?O?O?O?O?O?O?O?O=7'\T#^7M M0?-OK"BS&S?X=B.^^M:6NFV#EJQHZ.CW5B:@BIR/7VX*\K^S1U\\?FQU1*3' M05Q8DQPU-2Q][][][URO@Y\_^Z_Y;W9&X^I.T=J;GRO6"[@FI.Q.H,RKXW=& MR-PQLD59N'9L.4>"GQV;:%5-122M'0Y6$(6>-_%4I[W[W[WMS_'GY??'3Y38 M.GS/2O:&W=T5;4HJWZ[=F_MV;Y"FP/OWOWOWO70^>_\`/$PD&+R_5GPLJYLEEJV.HQV< M[VR.,GHZ##PL/%-%UKALM!#5U^57[W:L5 M=3(ZFL;_`"C<4]^]^]["WOWOWOWOWOWOWOWOWOWOWOWOWOWO MWOWO4:_X4*_]E,]*?^(*B_\`>_WE[][][][V2?A/_P!D9_$C_P`5CZ$_]]7M M3W[W[W[V9SW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WK__ M`,U?^69\C?F=\AMF]H=0UW6U-MK`],[>V%71[QW-E<+DSG,7O?L3<-2\%+0[ M;S$4E`:#=-,%D,JL9`XT@*"WO?O?O=YO7&`KMJ=>;#VOE#`V2VWLS:^`R+4L MC2TS5V'P=#CJLTTKQQ/+`:BG;0Q52RV)`^GOWOWOWM9^_>_>_>_>_>_>_>_> M_>_>_>ZE_P":'_+9H_FSM7![RZXDV]MKY![*%/C,5F\Y)-C\)O#9LU6\M9M; M<^0H*#(5L,F(FJ9*S%U(AF$,K3P,H2J,L/O?O?O;1_*Y^,_S9^(6)SW3_>60 MZSW-TE.M7G-E2;.],[D,)$\&XJ';-/CQCWH,)FC42+)B)?(&$84%;$W-O>_>_>Z3/^&$_ MG#_SMNBO_0^W#_\`8+[][][][]_PPG\X?^=MT5_Z'VX?_L%]^]^]^]^_X83^ MO^F^I=AYUJ1\YLGK+8>T_>_>Q-]^]^]^]^]^ M]^]^]^]^]^]^]UX_,?\`EF?&OYE_<;@W9AJO8O:HI%IZ3M38RTE#GJG[>,I1 MP[KQL\,F)W?1065+U*+7+`@BAJH%M;WOWOWN@_L/^15\S>J\Z<[T1V'LGL6" MDE?^$9'";FR75F_HA<_N34>7=,'0:TT@&#/3,6N"%`!;WOWOWM('XO\`\];$ MRQX>'.?+&!*804\,6.^5R38R%'2,Q1P5>/[DEQ:PQHX!T2:(R"&L5('O?O?O MP^VMT=Q5G7M5C=[;,PF`PR[,W'D\W4K78_./D9S6Q5^W\,D$ M!IV]+*SDMQ8?7W[W[W[W>;[][][][][][][][JR_FO?#?MOYI=-]<[#Z?J=G MTV4C.@QJNC4=5Q8^]^]^] MC/\`RY/CKO\`^*OQ0V-TMV=-MZHWAMW-;VK\A+M?(U.5PS0;AW;ELW0"GK:S M'XN>204=:@D!A4*]P"0+GWOWOWL\WOWOWOWOWOWOWOWOWOWOWOWOIE5E*L`R ML"K*P!5E(L00>""/?O?O?O>L+\U?Y&G8.].[LWOOXGUO76"Z]WH),]E-E;NS MF3V^-G[JJJF5LO0[:CQVWLS!+M>O9EJ::(M&:-Y)($001P^_>_>_>]GOW[W[ MW[W[W[W[W[W[W[W[W[W[W[W[W[V27Y<_R_/C?\SL=%)VGM:;&[XQ]"U#@NT= MGS08;?.+I@7>"BJ:YZ:JH=Q8BGF=F2DR5/510F20P>%Y&<^]^]^]Z\W;/\A/ MY4;`S4F8Z([&V-V?BZ.I6?#//DJWK+?].X.N-S25QKMMQ24U[">/-H[D:A&E M](][][][#NG^*/\`/)VLD>"QF1^4^+I*81K#1X#Y3TQQ$*NB!!!)A>X9,6@5 M+`Z6]%K&UK>_>_>_>W'"?R:OYD/>.;I,CW9F<+M>6,/'+F^W.WO](>8I:426 M>.C&T*WL&2:298U9(S4PQD6UNA!`][][][N;^(/\E_XV_'&NQ.]NQYI?D!V? MC)8JRAR&Z\33X_8&WZ^)A)3U>"V%]QDX:ROHW_14Y6JKPLB)-!#32J"/>_>_ M>[B_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=!/\VO^71\COF1W-UK MOOIBFV34X/;'6(VEE1N7=(P-;'EH]U9_,WAIWQ]2LU*]'E8[.'OK#`@6!/O? MO?O=QGQLV)GNKOCIT%UGNI:1-S]==*]6;$W&E!4BLH4SVT=C8+;^86BJPD8J MJ1[][][][][][][][][][][][][][][][][][_`/_9 ` end GRAPHIC 23 hyattresidenceclublogo.jpg GRAPHIC begin 644 hyattresidenceclublogo.jpg M_]C_X``02D9)1@`!`0```0`!``#_X@Q824-#7U!23T9)3$4``0$```Q(3&EN M;P(0``!M;G1R4D="(%A96B`'S@`"``D`!@`Q``!A8W-P35-&5`````!)14,@ M0``9&5S8P`````````2D! M\@'Z`@,"#`(4`AT")@(O`C@"00)+`E0"70)G`G$">@*$`HX"F`*B`JP"M@+! M`LL"U0+@`NL"]0,``PL#%@,A`RT#.`-#`T\#6@-F`W(#?@.*`Y8#H@.N`[H# MQP/3`^`#[`/Y!`8$$P0@!"T$.P1(!%4$8P1Q!'X$C`2:!*@$M@3$!-,$X03P M!/X%#044%]@8&!A8&)P8W!D@& M609J!GL&C`:=!J\&P`;1!N,&]0<'!QD'*P<]!T\'80=T!X8'F0>L![\'T@?E M!_@("P@?"#((1@A:"&X(@@B6"*H(O@C2".<(^PD0"24).@E/"60)>0F/":0) MN@G/">4)^PH1"B<*/0I4"FH*@0J8"JX*Q0K<"O,+"PLB"SD+40MI"X`+F`NP M"\@+X0OY#!(,*@Q##%P,=0R.#*<,P`S9#/,-#0TF#4`-6@UT#8X-J0W##=X- M^`X3#BX.20YD#G\.FPZV#M(.[@\)#R4/00]>#WH/E@^S#\\/[!`)$"800Q!A M$'X0FQ"Y$-<0]1$3$3$13Q%M$8P1JA')$>@2!Q(F$D429!*$$J,2PQ+C$P,3 M(Q-#$V,3@Q.D$\43Y10&%"<4211J%(L4K13.%/`5$A4T%585>!6;%;T5X!8# M%B86219L%H\6LA;6%OH7'1=!%V47B1>N%](7]Q@;&$`891B*&*\8U1CZ&2`9 M11EK&9$9MQG=&@0:*AI1&G<:GAK%&NP;%!L[&V,;BANR&]H<`APJ'%(<>QRC M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB`5($$@ M;""8(,0@\"$<(4@A=2&A(B>K)]PH#2@_*'$H MHBC4*08I."EK*9TIT"H"*C4J:"J;*L\K`BLV*VDKG2O1+`4L.2QN+*(LURT, M+4$M=BVK+>$N%BY,+H(NMR[N+R0O6B^1+\<-]1B)&9T:K1O!'-4=[1\!( M!4A+2)%(UTD=26-)J4GP2C=*?4K$2PQ+4TN:2^),*DQR3+I-`DU*39--W$XE M3FY.MT\`3TE/DT_=4"=0<5"[40914%&;4>92,5)\4L=3$U-?4ZI3]E1"5(]4 MVU4H5755PE8/5EQ6J5;W5T17DE?@6"]8?5C+61I9:5FX6@=:5EJF6O5;15N5 M6^5<-5R&7-9=)UUX7&EYL7KU?#U]A7[-@!6!78*I@_&%/8:)A]6))8IQB M\&-#8Y=CZV1`9)1DZ64]99)EYV8]9I)FZ&<]9Y-GZ6@_:)9H[&E#:9II\6I( M:I]J]VM/:Z=K_VQ7;*]M"&U@;;EN$FYK;L1O'F]X;]%P*W"&<.!Q.G&5&YXS'DJ>8EYYWI& M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$>`J($*@6N!S8(P@I*" M](-7@[J$'82`A..%1X6KA@Z&I+CDTV3MI0@E(J4 M])5?EAMJ(FHI:C!J-VH^:D5J3'I3BEJ:8:IHNF_:=NI^"H M4JC$J3>IJ:H_ MR#W(O,DZR;G*.,JWRS;+MLPUS+7--:6YQ_GJ>@RZ+SI1NG0ZEOJ MY>MPZ_OLANT1[9SN*.ZT[T#OS/!8\.7Q'AX>'B,C(R,G)R'AX>'B,C(R,G M)R7J#A(6&AXB)BI*3E)66 MEYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3E MYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!`0$!`0````````$"`P0%!@<( M"0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$"`Q$$!2$Q!A)!40=A<1,B,H$( M%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E* M4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.D MI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T M]?;W^/GZ_]H`#`,```$1`A$`/P#U6BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`9--%;Q--,P2-!N9CT`%9_ M_"2Z'_S]+_WR_P#\36BZ)(ACD4.C##*P!4CT(-/: MNP@MK>V4I;1)"I.2L:J@)]>`*`*MUK6EV`.5`J2_TFQU".19XD\R1<><%7S0>Q#8SQ@=ZY;13'HNL M-I^IPQDM(!',R*2K#[C!B,@'^9[9G9G)SC&>@/K5F ML#Q;?VMM:+`\4'8(+3[1J$*2RS@$)(H<(O4#!!Y[FN@1%C4 M(@"JH`50,``<``4`1W5U;V4)N+IQ'&I`+'/?@=,U2_X270_^?I?^^7_^)JUJ M,EM#8S37B+)#&A9D.M<`;"XDL'UL*H3[3MV!0$`/)(&,;HZCG!J:J>D36UQI\,]I&D*2+N,<8"JK?Q#`]ZN4`0 M7=[:V$7GW<@BC+!0QSU/0<9]*I_\)+H?_/TO_?+_`/Q-5O%R"2RM8V&5:^B4 MCV*R"I/^$3T3_GBW_?Q_\:`)?^$ET/\`Y^E_[Y?_`.)H_P"$ET/_`)^E_P"^ M7_\`B:YK5])L;37[*P@0K!/Y'F*68D[Y&1N2<]!Q70?\(GHG_/%O^_C_`.-` M%VSU;3M0=HK.9975=Q4!@<=,\@>M37-S!9PM<7+B.-<98].>*P-)L8-/\475 MO:J4B6R!`)+=3$>IR?6K/B\$Z*^.TL9/YXH`L?\`"2:'_P`_2_\`?+__`!-' M_"2:'_S]+_WR_P#\34$?A31&C5C"V2HS\[^GUK`\2Z59:==VT-HA5)5.X$EC MUQWS0!TW_"2Z'_S]+_WR_P#\34UKK.F7TOD6MPLDA!(4!@<#KU`JI_PB>B?\ M\6_[^/\`XU1ATVVTSQ5:PV:%(VM'S?S(_-MESM9>1)G^(#U]*[:N)U"QM=.\3V,%FGEQ^;;-CD7HN/?/!_,U5T2RFUW4GUK4!F)'^1#RI8=%'^RO\_QJKXHTZ"'68EAR@NPK MN!T#,Q4G\>OZUVEO;Q6L"6\"[8XU"J/84`2444R65((GFE.U(U+L?0`9)H`Y MOQ?=R3O;Z+;3^5;::9;KI8TK'[KR?*)[\CEOKGFN+M=;A36 MI=8O(VE+%C$@(^7^%>I(X7@?6MK_`(3FT_Y]I/\`OI:`(_"=S)97ESH=T<,K MLT8[;EX<#V(`(KJJ\^U'6HKC58M5LHFAE0H6#$$,5(&>/;C''%=Y;7$=W;QW M,1RDJ!U^A&:`)"`>M+110!R?B#_D:]-_[=?_`$<]=97)^(/^1KTW_MU_]'/7 M64`)@9SCGIF@@'@\TM%`!7(^,_\`D(67^X?_`$(5UUA%9_P#PC6A_\^J_]]/_`/%4`7H+FVN5+6TJ3*#@F-E<`_@3 M3WD2)#)*P1%&69B%4#W)J"ST^RT]66SB$0<@MC)R1TZDU+/!#=0M!.H>-QAE M/0]Z`./UF[M9?$]E<131O$C6Q:165D4"0YR1D#CWKL(+BWN5+VTJ3*#@M&P< M9],@FJ'_``C6A_\`/JO_`'T__P`55NSL+/3T:.SB$2L=S`9.3T[DT`6*:[JB MEW(55&2Q.``.Y-.IDT,<\30S*'C=2K*>A!H`X[Q/=VMQJ]G+!-'*B+&&9&5U M7#DG)!(Z5U\%S;7*EK:5)E!P3&RN`?P)JC_PC6A_\^J_]]/_`/%5:L].LM/5 MELXA$'(+8).<=.I-`%AF5%+N0JJ"68G``'))-9C?@DYVYQU) M]:LT`9VM6ME/ITL%PT4`=<([E8P''*\G'>O>NCO+&TOXQ%>1B5%;<`*:-XH_L^]U=2@VRLQR1D<`Y/M M76PW$%RGF6\B2IG&Z-@ZY],@FJ'_``C6A_\`/JO_`'T__P`55NSL;2PC,5G& M(D9MQ`R2?2@"Q1110`C,J*7@N MK:Z!-M-',%X8QLK@9]<$U+5:RTVQT_?]BB$7F8WX).=N<=2?6K-`!1110`44 M44`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`$5S<16D#W,YVQQKN8X)X M_"L\>)]')`,KJ#_$T<@7\3MQ4OB#_D#7?_7(_P`Q61?WNI%$TN5(+>UNH4C2 MYEWE2"HSR,J&^N*`.BGN(K>W>ZD/[J-"Y8<_*!G-9P\3:>0"([@@\@B)\5)J M4*V_A^>W4[EBLC&">X5<9_2H=.BUS[/:DSV_D^7$=NQ]^S`XSNQG'>@#0FO[ M6WM!?3OY<)56!8$-\W(&,9S[56M=>TZ\G6V@9S(^<`QNHX&>I7'2GZO8?VA: MB,2"%XI4E1R,J&7.,CTYJFNH:G9WUK;7LEO<1W3,@,65D#`9SC)X]:`-2:[@ M@FAMY&Q)<,RQC!.2HW']*BO]3M=-$?VC>3*2$5%+DXY/`^M5-5_Y"VD_]=I_ M_0*-5_Y"VD_]=I__`$"@"Q9:SI]_*8(7*S`9\J16C?'L"!G\*=?ZM9::R)=L M5:4,4"JSD[<9Z`^M4-=:%[S3XH,&]6[C*[?OK&,E\X[8_P`]:36/MG]M:?\` M8/+\_P`NXV^=N\O&!NSMYZ=*`+EIKNGWLZVUNSF1LXS'(J\`GJ5QVJQ-J%I! M=16YI\DD<,;2RL$1!EF/`` MKEM4O;JWL7T?4\M,LD1MY\9$T:NO/?Y@.O\`DG5\3C_0(C(";<7<)N0,_P"J MR=W3WQ0`^/Q)I$L@C$I4.<)(ZLL;'V)'\ZMWU_;Z=`)[DD*7"#:"Q)/08_"F MS3:8+1'N&A-JVW9NVF(]-N!TJGXF#FTMA&0'^W0;2>0#DXS^-`#T\16+NJ". MX!8@#,+XY_"M2J-M'K*S*;N:!X>=RQHZN>.,$L1U]JO4`17-S;V<+3W+B.-> MK-5*U\0:9=S+;QR,CR?ZL2*R!\]-I(P:@U[RUO-,DN_^/-;B3S=WW`Y7$1;M MC.>M:,\EAN@%R8BS2`P!]I._L5SW]Q0`Z:[@@FA@E;$EPS+&,$Y*C)N"/F3@CF@W<`NULBW[YHC*% MP<;0=N<].M9F@2I%+?:?(0LZ7LTFPX!*/@JP'6B.5+KQ,7MSO2VL3'(XY4.S MY"Y]GS)!/YC2.F\+&A^ M#VJC>K`1VJ.V%W%XC7^T72:62S98C#\JHH;< M0P(SSC@YH`WZ***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`C MG@BN87MYUWQR*59>1D'Z8-));030?9I4#Q;0NQN1@<"I:*`(?LEO]E^Q;,P> M7Y>PDD;<8QG.>E4O^$:T/_GU7_OI_P#XJM.B@"M/I]G M%Y!!_6HK/1-+T^7SK2W"28(W$LY&>N-S-BKU%`$4MK!-+%/*FZ2`L8FR1M+# M:>_IZU%?:98ZDJ+>Q>:(R2O++@GK]TBK5%`%2RTG3M/):S@6)F&"W+-CTR23 M2WNF6&H%&O(1*8P0N2PQG&>A'I5JB@"C;:)I=G,MQ;6ZQR)G:P+$C((/4GL: MLM:P-X M-M.1R.AX(J>B@#-7PYHJ,'6U4%2"#N?J/^!5I444`,FABN(FAG021N,,K#(- M4[30M)LI?/MK=4D[,2SD?3<3BK]%`%:\TZRU`*MY$)0A)7)(QGKT(]*@AT#2 M+>5)X;94DC;0+(RC`;+*V/3*D&I;2RM;&+ MR;2,1)G.!W/J2 GRAPHIC 24 hyattzilaralogo.jpg GRAPHIC begin 644 hyattzilaralogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^&23&AT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O&UL;G,Z>&UP1TEM9STB:'1T<#HO+VYS M+F%D;V)E+F-O;2]X87`O,2XP+V&UL;G,Z M>&UP34T](FAT='`Z+R]N&%P+S$N,"]M;2\B"B`@("`@ M("`@("`@('AM;&YS.G-T4F5F/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q M+C`O7!E+U)E"UD969A=6QT(CY0&UP.DUO9&EF>41A=&4^"B`@("`@("`@ M(#QX;7`Z0W)E871E1&%T93XR,#$T+3`V+3`S5#$R.C`S.C$Y+3`U.C`P/"]X M;7`Z0W)E871E1&%T93X*("`@("`@("`@/'AM<#I#&UP.D-R96%T;W)4;V]L M/@H@("`@("`@("`\>&UP.E1H=6UB;F%I;',^"B`@("`@("`@("`@(#QR9&8Z M06QT/@H@("`@("`@("`@("`@("`\&UP1TEM9SIH M96EG:'0^,C(X/"]X;7!'26UG.FAE:6=H=#X*("`@("`@("`@("`@("`@("`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`S M,4=(5E-W*T%%9'AY>'!73EAN-2ME5W)E8C`O<48T*S%A:C!G9"]%)B-X03MC M.$Y+-5!Z-#AV'!8;S)N,U0S9&Q"8W9#.74P>4Q) M64I+8S`U0W9&<58S.&-#<2M+=7A6,DMU>%8R2W5X)B-X03M6,DMU>%8R2W5X M5C)+=7A6,DMU>%8R2W5X5C)+=7A60V%R+W9"3"]S9BM*1$972#-5-%EL:69G M6'!H46MT,6-51%-V.4$O54U+<&99)B-X03MA9&9A%!8:B]!0W(W M1$EP5'I&6%EQ-T96)B-X03M#+W9R4%0W2V4Y=EIK=#=3,E%Y5'IY2&EI26]Q M4U-C5F9,4#5H9FY.-6@X*S9U9$(X=GE3-F(U9%EL2#0O1$Y01U!T4U1-1'-L M3VM9)B-X03M.4$=P-DMQ87!B86)92D9%=D='1E%K865*+W%E<'E317%G4G`U M;6QK,S-Q>#(S4&AI'I(*VU49TYC M3C1E0T0R6#EE4DM5-WA6,DMU>%8R)B-X03M+=FUR+VY*9CAY>F0S9SAL-EA. M+V\Q<5)*3!V3&]" M;4)'-DHQ5E`T;BMZ)B-X03M#1DMR9C-,6%9W230Y,%4P6#-08S152FYO96I8 M97`V:&$V6%ER>G5,:'=I9&@TG5Z=#=S9#AI;$UC5F1IDLU5%),;&@Q2$-N)B-X03LP M=6]X5C5R9EA(<'!X0BM.+W=!0C0U2D-D*U%T0BMS,THQ3S17"]89TMV47-#6%EQ-T9867%W#A2*V=D.%9F2EAL5%-P.5DQ8515%8W,2M4;FLS.4AA861D=D5P93,V,'1L4%9, M8S=G+T]4%8R2W5X5C)+=7A6,DMU>%8R2W5X M5C)+=7A6,DMU>%8R2W5X5C)+=7A6,DMP5#5S9%4X=C-B3G-"=W(O>4U814LX M-3!J)B-X03M33#-7.5$Y3TE5445'854O6E)0-BM!>5-(<3%L6G=79')&83(V M.%E95C1O4#1N,T]24W)9<3=&6%EQ$M8;&M9)B-X03LP M5E955EII5#!!1TMV:U`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`S8C9C0U4T.&]E5CDIR=&YO=&E+)B-X03M0 M3S,W>55G:U)X:F0U1SEL1R]Z,GA6.6IA2F\Q:&]U:S)U;%=%9G`R;&Y'231L M-S=B;&HT%8R2W5X5G`S5D5:,TE6)B-X03M&0DQ-9&=!3W!/ M2W9.4$TO;6TT,6$T3G!A3=O5$QB=E15-S!'2S!!3S9$ M.758+T%'24\S=E1#)B-X03M&9DXQ,#9)0V%!>75F=&0O8S152RMM,G!L:F%3 M9C0T,T)656)C161$54@W4DR M4W%G)B-X03MD3W`OF9A9C9",G=+.59X5C)+=7A6,DMS3C@O-CDV55$P)B-X03MQ M,V(Y-4M!,7E2,E1S;BMY-RLS>G=H0EEH<#A&0C9R1&,W3"]!1G=Q.5(X=F=J M4G)515501&]F;6-I;$U-5F1I$9B=TDP:W-H-D)6 M1E-C5F9-+VY0>E)0-6DQ>30Q2UEL)B-X03M)4'-7GIS5V52:3AR+U!*251M>F=$34-2.$-D0C3,O,68T;D%L1UEQ-T9867$W1EA9<3=&6%EQ-T9867$W)B-X03M& M6%EQ-T9867$W1EA9<3=&6%EQ-T9867$X9CA!>G`X-6,S6'DQ6E`X2T9:3E): M93=D56DK:C=49E)H0TAJ9#5,52MK=F(W6'HX34MP)B-X03MP6C(V5VQS5$E1 M%8R2V]F54Y1F)41D,R14MJ;T8O M:F=3)B-X03MI8U9D:7)S5F1I3)S='I->D\X:E1-4UA9,4Q.5E!(1&%%4%EF:U8U M>%,U16LX;&YT=7`Y5GHX6&EF9W)J87-O=&9Y271R)B-X03MQ3#!T8S%&,V=A M;G)7,6XX2$U$9FE:5TA,:64Y1D(Y.&)3.4DP4%%.1S!(5&\Y3S!E>FIS%8R2W%&.&(P5VMXC%Q.2MT>G$Y>D)-'1A5%,R.'!A;$A6 M;4UF23=$-&HP*S=',5(Q=C5F=DEW4WA4:V9C.5!U>%-N,71&-DU#4C%Q5D9# M9F9!)B-X03MQ<&ER%8R2W5X5C%E,V9&6%EQ-T9867$W1EA9<3=&6%EQ.#4O M3GDK=DQ,579*.'1P33A%:#%615IK)B-X03M*1E9F:7)+9D5&4U%2:$-S;"]- M2U=73'E.FIE96-R:'!&,%!4,F$P,$,R M66Q6)B-X03M99U5E67(P-R]E9CAN1E=69FU,-6Q(;'IY9G%'<$DS1S4T96I: M*U!R4R]#:$@K&9M9EIE5U9U M-SF-A56]G-UE6971E5F9+,6PU83`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`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`R3R](;5%-2W`Q<5!K85154$HO*T=R5I:5U4S M5B]+5F4T:U50-FA3)B-X03MP1D%+,$AY,C-W2WE+>'-R97AS6)A84AR,G(V<%I816=I,6PQ;75,2F=05%-9 M16MU)B-X03MH1S0U8VI567%Q5&55FY$-7!E6B]R349K8D=/,T%(<#A3 M-T]82C8Q*TUI;4MP6D@K5S)N,DAM138W;T8S3F\X.'!R95=C458W)B-X03M3 M661W,$IP4W8K4V1U,4U65$1Z6C5/=&9->C9A;#=C4TI:5T9W3'%3,%%$:D\V M+UE$:R]S:F8W.%94.3!34D=2,41)-$MS<#-"0C)))B-X03M/2W!$-4TX;U'I4=%,O34=2=%1&>%I29W@R=#`R)B-X03MK M6]P96%36E%Y261V.$%D1%)S=BM6>5=U2V]N>51D M83-D95AO2G1B16DV)B-X03MK>%!RC4T5'DW4&4S,7)C6$5S1V]20T9"8G!(9'I72$Y05DIG0G!Y M;UA!-D5G5F]-5E)M;F%V-7!J9GDS*VLW86-R9E"ML0DA">3E/)B-X03MD M;F@KC5D+T1!<5A'.3@S:CAW4F)E;3,K)B-X03M'1$5!6E!30E@Q M5$57*S)&-40T;#8X<61Q5DEW<6QD;')0;GHO0DXO9'IW>FY8,&XT,CA0,6-L M=E1"56YG;F]X:7!8:T%A3V].0U-E)B-X03MG5E)'=F%P-3AI.'AA6D9P;'9+ M9$YL4S)-=C=I3U)76C5A6$EU2D]1.4@P-'0Q-#E4:7%.=$QR>F),-3$Q5S!N M-7&UP34TZ26YS=&%N8V5)1#YX;7`N M:6ED.F$Q96$U861F+6$X,#`M-#&UP M34TZ26YS=&%N8V5)1#X*("`@("`@("`@/'AM<$U-.D1O8W5M96YT240^>&UP M+F1I9#IA,65A-6%D9BUA.#`P+30W,C,M86,Q9BTY93!C8C&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/@H@("`@("`@("`\>&UP34TZ4F5N M9&ET:6]N0VQA&UP+FEI M9#HR,C@S-#@S-"TV9C4Q+31A.68M.#-F,2TP9C5A-C$R,#8T,C$\+W-T4F5F M.FEN&UP34TZ1&5R:79E9$9R;VT^"B`@("`@("`@ M(#QX;7!-33I(:7-T;W)Y/@H@("`@("`@("`@("`\7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP M+FEI9#HP0T0R14$P-S)%,C$V.#$Q.#`X,T1$.3$S,$8P1C4Q,SPO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO M<&]S='-C7!E/2)2 M97-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N M=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@ M("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA M8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R M;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HV.#7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C M92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#I&.3=&,3$W-#`W,C`V.#$Q.#`X,SA!.44X0C`T0C9%-#PO M7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO M<&]S='-C7!E/2)2 M97-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HR1#5",SA$.#,Y,C`V.#$Q.#`X,SA!.44X0C`T M0C9%-#PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC M871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^&UP+FEI9#I#.38Y-$5%130X,C`V.#$Q.#`X,SA! M.44X0C`T0C9%-#PO7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I M;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@ M87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^ M"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S M=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T M97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)2 M97-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N M=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA M8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C M7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HR96(S96)E,"UE M9#7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA M8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C M7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V M=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S M/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC M871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA M8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C M7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP M+FEI9#HR,C@S-#@S-"TV9C4Q+31A.68M.#-F,2TP9C5A-C$R,#8T,C$\+W-T M179T.FEN7!E/2)297-O=7)C92(^"B`@("`@("`@("`@ M("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^ M"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P M;&EC871I;VXO<&]S='-C&UP34TZ2&ES M=&]R>3X*("`@("`@("`@/&EL;'5S=')A=&]R.E-T87)T=7!02`Y+CDP/"]P9&8Z4')O9'5C M97(^"B`@("`@("`@(#Q%>'1E;G-I7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#Q%>'1E;G-I M'1E;G-I'1E;G-I'1E;G-I'1E;G-I3Y6 M97)L86<\+T5X=&5N3X*("`@("`@("`@("`@ M("`@("`@/$5X=&5N7!E("T@4%,\+T5X=&5N'1E;G-I'1E;G-I'1E;G-I'1E;G-I MF4^,#PO17AT96YS:7-&;VYT4V5N M3X*("`@("`@("`@("`@("`@("`@/$5X=&5N7!E("T@ M4%,\+T5X=&5N'1E;G-I'1E;G-I'1E;G-I3Y-;VYO='EP92!4>7!O9W)A<&AY/"]%>'1E;G-I'1E;G-I3Y!#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](GWUU@Y8K5VMAAX&1IQ0E)RTR14=)355I8W M5W>7ISB!,T.3LR4U=:;6A[B1DM)3-+3458C(23J"VM/6DJ8L* MSR*QK^S2/H`\Q+MKKV$JQKR&-:TKZ5]NLW,X_P#8G#72C+_L5`?G^%SKS_=! M_P#ZG>?[6@.FS>_.I==?KC9G+*6K](QG*W31\DNUC&=/6/NK9T]R,:UI\?2M M?7T^/Y0'$_NBNF_]V/\`Z/\`*?\`:,`_NBNF_P#=C_Z/\I_VC`/[HKIO_=C_ M`.C_`"G_`&C`>=R/+;Q[Q;]W'O\`8,8WK$Y6[L8\6YK=I&<*^DH^^UQR=N58 MU^%?2M?B`^/]U]X[?\8?_HGSG_U9`/[K[QV_XP__`$3YS_ZL@']U]X[?\8?_ M`*)\Y_\`5D!Y"YY]>)5JYW@W9-R/NA*L9>VY;X=*W./K3X5 MC6M*_;2H#\?W?WB1_P`;/_H'V9_ZF`']W]XD?\;/_H'V9_ZF`/S/Z@/B+:A. M[=[>]5\QTO..([&Y>L8^YT>36]9AEXU8_><#-Q[ ML+.;K=EC?,C6YC9-NU?MTE&LH4I*GJ!4$``````````````````````````` M`````!2[G?>'2_5L;D^R^W.L^OJ6HTG./->=<8XOV;EN-8UK6495I2'Y]:^WX@*"U^O3])ZE:T_NK*?"OI\.C?)&M/A^ MQ6G3U:5H`_G^'J^D]_.L_P"@SR2_D=`/\/5])[^=9_T&>27\CH#D8OUW_I39 MN1:Q<7RGE>R+TO9:MQZ-\D:5E7TK*OQET_&,8QC2M:UK6E*4IZU^`#T'^&V^ MF'_.:_Z&/(/^2@`_PVWTP_YS7_0QY!_R4`'^&V^F'_.:_P"ACR#_`)*`%7.C M?J?^#ODGV1I>HNDNZ,SG?87(+&SRM9H<7J?NO46Y8FFUV3M=EF9VZY%USI]! MJ,/%P\65:WLO*L6Y7*PM1E6[UV-F7I?L?.A M[[>%BSI\;-VMJ5)W+D?SHTE2D:TK[@%LDI2G*4YRE.S+OI6L*>VS;]?2MV]+X6[=/R^E:_&O[$:5 MK^0!0?(R+N5?NY-^59WK]R5RY*OP]92KZU]*?92E/R4_)0!\0`!Y?E>\IIM= M6EJ5/OV7[K6+3U_.MT]/WS(K3]BU2OP_JZT_)Z@*$5K6M:UK6M:UKZUK7XUK M6OVUK7\M:@/X``*>=A2] MG\MM\QQ^#YDO]/\`%M-:TV#K-=^F\>DY1U_(MO&S*]DXM?W[&LQL6[](9$;M MFT!E1```````````````````````````!^9SC;C*!:3=:[Y\/O6%F;:SFX])4]UGU^`##OW;^(`[EY#=R]= MT)U+P[KC52K=M6>0\ZR. MXV%S;;;9;.[*LKFPSLK+E65:U]/GWIW(QIZ^GI&$94I2GPI2E/2@#K0`!1CE M>Z_2N=6U9GZX6'65NSZ5_-NW/7TNW_A\*TE6GI'^IIZ_EJ`\L``/E?O6L:S= MR+\Z6[-FW*[=G+[(0A2LI2K^7X4H`M\WNVN[K8WLR?K&WZ_+QK5:^M+./"M? M9'_/2]:RE_55K^0!TX``X6QS\?5X.3L,N?LQ\6U*[.OP]9>GPA;A2M:4K7EW/S,7$M?"M??>NUI2M?2OMCZ MRK\*5`8[-SM\W?;7/W&QNUO9NPR)Y-^?Q]M*RKZ0M6Z5K7V6;-NE(0C]D81I M2GV`/CK=;L=SL,/4ZC7YNUVFQR;.'K];K<6_G;#.R\B=+=C%P\/%MW'7ZV[\>)XMG'V7:6UQ:^ MDJQO8EZEW2\+I>MR_-GF??,RW.-8W<&/PD`D*]`>'?CIXR8-FUU'UKI=/NHX MWW?,YKL[==[SG94G;^7DURN4[3[QLL>QEUK65S&Q98V%2M?2%F,?2E`+FP`` M```````````````````````!^9SC;C*;XO M5O8'<>?QCKSFNTNZ_#Z$Z=IG=>=18VLR*SOYD>4Z_`S\KD7/M7J<&U/(N3Y) ML=Q*S"W*5JD/7V@+W>K^N=!U/P7CW`^-VJ1U^CPH6;N7*W&WD[78W/WS9;C- M]E94KF;++E*[.GK6,*5I"/I",:4`]^``//\`*.187%='G;K.K2L,6U7Y-CW> MV>7ES_-QL6W\)5]UZ[Z4K7TK[8^LJ_"E0%@&WVN9O-GG;;87*WEXMI);K8QCRY?DE' MU_>[%*_YJ_*/I_G:5K^0!7JE*1I2,:4C&-*4C&E*4I2E*>E*4I3X4I2@#^@` M#,M]&#P*IY=^0L.P>?Z:69T/T5F:SD7*K>79E77\TYI\S[WQ'@/Y]/E9>'.] MCUV&UM^DX?<+%,>[2/WRW(!/"``````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````'&S/_`*'E_P"MK_\`X*0#'0``/&\PW7W##^XX\_3+ MS85I*M*^DK.+\8SG3T^R5VOK&/[7K7[:4`4A```!2WGF]]U::3&G\(UC=SY1 MK]LO2D[.-Z_96E/6DY?M^W]BM`%,0```4'[(Y)]^S*:3$N>N)@3]V7*-?S;^ M;2E8UMU]/MABTK6G^?K7]BE0%+P```60=T\[_6G??HC7WO?H]#=NV;@"L?B/X,=W>8/(:8W!=7'0<$UV M7&QR?L_D5C)M<6TM(^R=_#P*VXTO\CY#\F=*V\#%KZTE*%;]S'M2^=0"5UXF M>`O07B+J\>_PW11Y/V-=Q*6-UVIRK&QG6M*8N M%[9W+=(4R;V3.%+@"]H```````````````````````````%E_G']0'Q8^G;U M#F=R>479&%P_3SCF8_$N(ZZ-G;]C=E;S%Q_GTXUUYP^.3CYF_P!KD!FJ\" M.@OU(XC+MGDN'[.4\XP8PX_8OVZ?-T_#[DX7[-^/K6OR\GDDX0OU_+'%A9IZ MTK.Y$!D.```!9?W!S?\`6;>?HK`O>_2Z2YI"N3F7HPG'"U>NQZ3R%4MY4>.X%,_EO(OD_)R>9<\VM MNS?Y7RO+C*L[L*;+80]F+9G.Y7$P+./C4E*-F-0%T(`````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````XV9_]#R_];7_`/P4@&.@!QGZ^VE: MUC;A3X0MQ]?\K"%*4I^R`X0``Z3D&XMZ76WE:5I[<>,J5IZ_"LZQI]GJ`MHK6LJ MUE*M92E6M92K6M:UK6OK6M:U^-:UJ`_@``HSW/SO]5=#75:^][-YO;=RS9E" M5*7,'7_N,K-^%?="YH[=\O.7:7[]U[TC9S[L<'C>!GVP^W,W`N6\G1<*LYN)Z6<&U=M M;7=SI\O&^39I?SL4#5W>6OF'Y%><7.8_LU/%.+:RMZM+&'B6X0K*LKMRMR_K&5)^SU M`D#V[<+4(6K4(6[=N$;=NW;C2$+<(4I&$(0C2D8PC&GI2E/A2@#]@`"CW<'- M_P!6=)^BL"[[-UN[=RU;E"5:7,+7U];>3F4E&ONA=N>OR[5?A7W5E*E?6'H` MLP```!4_@>B]:UW>3#X4]]K`C*GVU^,;V33]JGQA']OW?M5`51```!,"^@-X M$?J#PK)\TNT-%\KF78FOR-/TC@;+&],CCW7>12MK<L94]:5^,;%*^W_`#U:_M`/$``#^2E&,:RE6D8QI64I2K2D8QI3UK6M M:_"E*4`4$Y1NY;K8RG;E7[EC>ZSB1K]E8^OY]^M/\U?E3U_9I&E*?D`>;``' MRR+]G%L7LG(N1M6+%J=Z]?``'6[C;8.BU>=M]E>I8PM?CSR M,BY7XU]L*>D;=N/^7O7IUI"$:?&4Y4I3XU`7R?3P^G->[LV^#Y4^3NAC=X3L M_D[/JOJO:0K*UR;7TCZZGDW*L6?M].)6K/MN8.%*E*[:=?O-ZE,2L(9@$D.U M:MV;=NS9MPM6;4(6K5JU"-NW;MVXTC"W;A&E(PA"-*4I2E*4I2@#]@`````` M`````````````````````CI?7A^NIPKZ87`+G3/3=W3\W\V^Q^-RSN):#*MV MMEQWI;C.S^\8F+VAV#BU]UC-V-VY9N5T.CG\0[K.G[\C/V6QS+ER]>N5I2D( M1]:0M6HQMPC&$8QH!XM?2E*?&M:4H`D=]`].ZKH_K73<+P?DY&S]M-GRG:VHU_P#& M_),RU:IL,J,I0MW*XF/\J./C4E&DHXUF'N_.]U:@5I``'7;?:X6CUF;MMA=^ M5AX&//(OS^V58Q^$;=N/P]]V[.M(0C_EI2I3\H"P#E'(LWE6\SMWG5])Y5ST MLV:5]88N);_-QL6W\*4]MFU2E*U]*>Z7K*OQK4!Y\``=SH=1=W6QM8D/=&U3 M]]RKM*?]JQX5I[ZTK\:>^7K2,?ZJM/R`+@K-FUCV;5BS"-NS9A&W;MQIZ1A" M%*1C&G^12@#Z@`#(Y]+_`,'MGYR>2^BX=L\7+M]/\#^Y\T[HW5B=S'^7Q;'R M:QP.*865"5NMO=\ZV-G[C9]DZ7K&+]ZRX4G]UE&H&PLU.IU>AU6LT>DUV%J- M+I=?AZG4:G68MG!UVKU>NQK>'K]=K\+&A;Q\3"PL2S"U:M6XQA;MQI&-*4I2 M@#L````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````< M;,_^AY?^MK__`(*0#&)R?E/F7_`$_8M1K\/ZJM M/R>H"BE:UK6M:UK6M:^M:U^-:UK]M:U_9`?P``4]YUO?NN-^B,:?^F,N'NRY M1K\;6+7[+5?3[)9'Y?ZBE?7]U0!2$```%&^S.2?N>/8=S_,7MG*-?\B>/B5K M2O\`D7)T_P`[^W0!1L```%\OA'X71\CN78?9W:&LI>Z(X!N)RUN@S(4KC]K\ M]U612-_P`2FGY?Y-]J8VVT?C[U;FW:WL>_M,;'I;V' M9'-L3&R<;-M==<(O9-F61&W09W)^9U2&/B8MJ MW8LPMVK<(1`IT``,LOT^.@OD6KO>G*,'TO7Z9>KZ]Q\FWZ2M6*TN8>YY/;I6 MOK2N32MS"QJUI2ORZ7Y>E:3MR`94P```6F=W\W_2>PCQ/77O7`U5VES9W+W)V<8UI3']T:U]UK`C.M)4_^>K6E:>L(U`4"``']I2M:TI2E:UK7TI2GQK6 MM?LI2GY:U`5XXKHZ:771^;&GW[+]M[+K\/6'PK\O'I7]BS&5?7^JK7\GH`]. M``.WX_H=URK?:3B_&]9F;KD/)-OK=#H=-KK,LG8;;=;C,LZ_5ZS!QX4K._F9 M^=D6[5J%/C*-'&NN+MG!R>SN3?)YCW'R'%^7>_2?- M]ABVXST^)FQ]:W]#P_#I'787I6EN[\JYDTC&>3<]0,@````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````#BYU:1PLR5?LCBY%:_Y% M+,ZU`8;MUM+FWS[V7/UI;]?EX]NM?^U6(UK[(_YZ7K64OZJM0'5``#KMKLK& MIP,C.OU]8VH?F6_7TE>O2^%JS'[?C.7Y?2OI3UK]E`%O.9EW\_*OYF1+WWLB MY*Y.OY*>OV1C3\D(1I2,:?DI2E`'&``'G^3;VSQ[57\Z?ME?E^\X=FM?^W94 MXU]E*T^WY=NE*RE_4T_9K0!:Y?OWLF]=R)K]=@V8V,;&LQK64Y4A;A3UE*LISEZRE6LJUK4#O0```````````````` M```````````6V^7GE7U'X2^.?:7DYWANOT/U[U9QV[N,ZW8E8KMN0[;(NVM? MQOA_&\:_=LV\[DW+=]E8^OP;-91A+(OQK.4+<9SB!IW_`#]\X^Y/J(>4/8OD M[W5LKD]QRW/EA<2XGCY5^_Q_K3KW6WK\>)=>\6LWJTCCZC08-ZM;MRD(7,_/ MNY&;?]V1DWIR`LQ``%=?'7I?9=Y=F:CB=F-^SH<6L=OR_:6H^E-=Q[$NVZ9, M;=RM:1CG;*Y..-CT_.K2Y=]]8UA"?H!(SU.JUVBU>NTFGP[&OU.HP<76ZW`Q MH^S'P\'"LPQ\7&LQ]:UI;LV;<8T]:UKZ4^(#L``!3KLSFD.&\>N7;$X_IC9? M,Q-3;K2DJPN>VGS\V4:U^-O"MSI7\M*W)0I6GI6H"Q:_P"#:+[YE5VN3#UQL.?ICQK]EW+I MZ2I+]N&/2OK_`)ZM/V*T`5A```!)Z_#_`'@37DG(,KS@[.TWNT7%N:S67:?-A793RKE/EWL&S.H$MX``` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````<+9?^ M3L__`%EE?^`N`,+@```*)W3]W>R,B[&$:?EK4!)]\7NA=7X]] M5:CB-J&-?Y/GTAN>;[BS2DZ[/D>3:A2_9M7ZPA9NKOTGJNTN_\`!AEZ7E7)8Y-F[.UM..]=VKN1HM/.D:6[F1+9 M95N=['RL:<0(L```^MBQ>R;UG&QK-W(R,B[;L6+%BW.[>OWKLZ6[5FS:MTE. M[=NSE2,8QI6LJU]*`)"GBAT19Z-ZTQDL;18]Z4*^E91EDW+TXRK&N M5](6K-F%;ERY.OY(PA&M:@+">>OI2@#Q@``Y^LU]_:9MC!QZ?OEZ?I6=:5K&U;I\;EV M?I_E+<:>O[?V?;4!<-@X=C7XEC"QH^VSCVZ0AZ_NI?EE.5:>GK.Y.M95K^6M M0'+``%V_@_XE_>[ MEF.5[+UO#P(7?2W?V>7C692C2Y65`-C;USU[Q#J;@7#^L^`:7&X]PO@G'M5Q M?C.FQ*5^5@ZC3XEO#Q+OW*RNW[TI7+DI3E*50/:``````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````#A;+_`,G9 M_P#K+*_\!<`87``!XWF6]_1>!]UQY^F=G1E"%:5_.L8_[F[>^%?6,I?N85_9 M]:T_<@*(@```I?V1R3[CATTF)<],O/M^[+E"7I*QA5KZ?+]:?9/+K2L:T_\` MFZ5]:?G4`4'```!E^^FKXX?>\B]Y!\NP*5Q\.YF:GK7$RK5:TO9E*3P]URR, M95I"MO$I*Y@XE:TEZWJWY^D96[4J@9F@```````````````````````````` M$=S\1O\`57I].[P^R>N.J^1V\#RK\G\#=\)ZQG@9,*[?KG@]+5K#[![>N6K5 M^UE:[+U>OSOT=H+]:QK7>9<,FW2[#7Y-N@&JDG.5R4ISE*E*YLX5C*M;%R(#,T```"VKO+F_MC'AFMN_G M2^5D[VY"5/A'\V]B:ZM:5K6E95]MZY3X5]/93U]*RH`MD```!6KA6B_1N#]^ MR(>F;GPC*E)4_.L8M?25NW\?C&5WX3E3_(I7XT`>V``'[MV[EVY"U:A.Y=N3 MC;MV[<:SN7+DZTC"$(1I64YSE7TI2GQK4!/A^CQX%P\,_'/'Y#S?4TQN^NZ[ M&KY7V+][LPIL.(:6-B5WBG6T)TK*MJNBQ5L:4])2VN7>MRE!:VM[&UDY2VO+-S:M^^.CXO@W+7Z2SOC2L?O.1*[;Q<6-:>V65?MTEZ0]T MJ`2B^.\>TW$M#I^,<=U]C5:+0:W#U&HUV-2M+.'@8%B&/C6(5E64YUA:MT]9 M2K*LI5K*M:@.Y```````````````````````````!2[NSN7KGQWZC[&[S M[=Y'C<2ZSZIXAN^;\TY!E1GW^?\ M?X%Q^-89.XRJ??,^5N5W'T^HQ_WW9[?*C2L*5LX.+2LJ1]T:W;E8VXU]TX@) M(_">':'K[B>AX7QG$C@Z/CNOM:_`L4]*SE&'NN7\G(G2D?G9F=DW)W[]RM/6 MY>N2E7XUJ`]2``/(M*UM6J4 MKGQI;C7T^/I0!8/F9F3L,O)SLR]/(R\N_NG>A]WC3XWB[#'^9KN;]P8]FQLM/@^VLHT MR-?P"SD8^VRZ5]82R[F#:E&Y:N7XT`FS```````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````.%LO_)V?_K+*_\``7`&%P!2+G6] M^\Y%-1C3];&++W9E8U^%S*I]EJM?RQQZ?;_5U^/QC0!3P```%O78/)/TOLOT M=BW/=K];O>M/A*%KXPA_^M6GPD`IX``/U"$[LX6[<)7+E MR486[<(UG..EOH/JRQ=WF'"WV+SB.+N M^87+D(?>-7;^5*6HXM&=(TE&WI<>]*5^GK7US;U[TK6%+?H!>2`````````` M```````````````````U\/XLWZK%>P^=X?TRNE.1?,X/UEL]+S#RAV^JRI_= M^2]F6;<-IP[J>[=LTC9S-1UYBY%C;;2W2Y>LSWU_&M3C:RM1.E0(3H```,[' MA!T#_!5P"G-.185+7.^?XF-F7X7[=8Y.BXQ+VY.JTM:3]9V,G,]8Y>7'TA*E MRMNU./NL4J`O@``'\E*,(RE*5(QC2LI2E6E(QC2GK64JU]*4I2E/C4!8UVAS M67,>03KC7)5TNKKGK\:6XPI]OJ`IJ``/O MBXU[,R+.+CPK.]D7(VKM:_9&,:?&M?LI2GJ`N&T^KLZ?7V,&SZ5 M^73W7;GIZ5O7Y^E;MV7Y?SJ_"G[$:4I^0!V8``K5X[="\]\G.Z.`=&]:8-,S MEO/]Y:U>->O1NUP--KK5NYF[SDFXG9APWVUG665O>4;FN/"%J[N^ M2[B_>S2?H365Q,:Y[=EL8SM6O;7\_'QOW-_)^'QC*M*^RW7 MX?G5K6G[FH"W,```&2[Z='CA3L/FUSN'E>#\SAW7NPM1X]CY-JDL?>\WMQMY M./3/[/]-W,?TK6D+L0&>H````````````````````````` M```!B&^M=]3;0_2]\*^6]K:W+U65WWV'+,ZX\;^*9\<7-_2/8NPU]V[=YAL] M/>NQNYO$.M=;6NTV-:PK8O7Z8F#2T[`R+-K:95*3E3[A;P(5I;NQOP`9^@```` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````````````!P= MI*D=9L92KZ1C@YOK''QX5K2S8C]E/S(U^- M?A[I5K7\H#J``!43J?K/D7N^+VO=M.19\,>N3.$IXVKU]J,K^SW&;[ M*TK3#U>#;N7I_&DITA[(^LI1I4"4WUKU[QWJK@O&NO\`BN-]WTG&=99P,>LJ M4^?F7_65[.V>9*GPGG;3.NW,B]6GI2MRY7TI2GI2@'N0```````````````` M```````````=+R3DF@X=QW?\OY9N=9QSBW%=+M>2>\BV6/K-=C_G1A\Z_+\^_D7(QG M\C#Q+-)7K]VM/;:LPE.7PC4!)'Z@ZOT73O7^@X%H*4N6=5CUGL-C6U"UD;G< MY/I=V>WRJ1]:_,R\BM?9&4IUM6(V[5*UC"("I@``Z+DO(,+C&ESMUGRI\G#M M5E;M4E2-S*R)?FX^+9]?MN7[M:4_J:>LJ_"E:@+`-UN,W?[7.W&QN5NY>??E M>NU]:^V%*^D;=FU2M:UC9L6HTA"GY(QI0!U8``]#QK2RW6RMV94K3$L>E[,G M3UIZ6J5_-M4K^2=^5/;3\M*>M?R`*^PA&W&,(1I"$(TA",:4I&,8TI2,8TI\ M*4I2GP`?H``9;/H_>!MSS.\CL7=_]8\O"G>SZ1KZPU>+?C[H7+UBM0)]-NW"U"%JU"%NW;A&W;MVXTA" MW"%*1A"$(TI&,(QIZ4I3X4H`_8`````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````ZW<_^1]K_P";<[_ZK=`1P0```4.[*Y)] MYR*:#$N?Z7Q)TN;"4:_"[E4^,,?UI^ZAC4KZRI]GS*_'XP`4H```!(!^GIXX M2ZLX!+L_E6!6QSSL?`LW,/'R;4K>7Q[A4YV\K78$X2^-K,WURW;SW*D9V[E*@9%P````````````````````````````$)_P#%E_5;KUSP7$^F M9TCR25CG/9NJU'+O*+)=2WKUBDK^'M>QK]FSM-K:I.W.Y^3858[[EF'/$X?8R(5I/6\6N M3C6]MHPG\89/(;MJGRI>GK3"A&495AD2H`R3````LU[CYQ^L>Z_0NOO>[3:2 M[.W65N5:V\[94I6&1D_#TI.WC?&U;K\:?NY4KZ3H`HR``/W;MSNSA:MQE.Y< MG&W;A&GK*RZ\Z_P"7]KQ&=SWWKUR4;5BU&5RY*,(RE0#8T^#/B1Q/PH\<> M$](<;GB;#;X-J6_[$Y3C6;EG]<^Q=QCXOZR<@]E[TO0PJ5Q;6'@6Y_GV==B8 M]N7K.,I2`N]````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````!UNY_\C[7_`,VYW_U6Z`C@@`#RO,.0PX]J;EZ$J??LKW8^ M!"OI7]^K'\Z_*E?MMXT:^ZOY*R]*?E`6QSG.Y.5RY*4YSE*QO(CMSL;O/MWD>3RWLSM;E^[YOS3D&5&%N6PWN^S+F9E M5Q\:U2./@:[%^92SB8MF,;&)BV[=FU&-N$8T`I<``+F?%7HG([S[,P]?GX][ M]2>-UL;KF>9#WPA/!A=K]ST=N_#V^S,WV1;K:IZ2C.&/&]=C\;?I4"0SCX]C M$Q[&)BV;6-BXMFUCXV/8A&U9L6+,(V[-FS;A2D+=JU;C2,8TI2E*4]*`/L`` M*2]NOLK0 M!92```"I7`]%\VY7=9,/WNU65O!C*GPG=IZQNY%/7[:6OW,?ZKU_+$!58``` M$M;\/]X#UT&FR?.'M#22M[KD.+M>-=!ZS9XL8W=;QR][]=RCLJU;OVZWK&5R M+VWM5K+M*VY?HZF9<])VM0%K_*M_MC! MM2^%88\95])RC^2[>E^=+[?3U]/7TI0!YH``>BXCQ3?755>"<(W>3L_&+QLSM[P_K&&MVEZ&CY M_P`PGDTP^;]O5A@Y%<79X^[OX,,'1WI2N1AI<:%^U2S/.RH2`C__`,''$O\` M4%[_`&=F?Z,`?P<<2_U!>_V=F?Z,`_,^NN(6X2G/"NQA",ISE7.S*4C&-*UE M*M?G?"E*4`>WZX[QYST]K-AH>MLK6:/4;#93V632_I-7LL[+R*V;6-"YE;#8 M8V3F7(6[-FGLMUG\NU[I>VE*RE6H%1/[LWO[_=1K/][''_\`[``?W9O?W^ZC M6?[V./\`_P!@`>@XKY3^27,.0ZKC>GY'K+NPVV5#'M>[C&@^78M^E9Y&7?K3 M7UK''Q,>$KMRM*5K2$:^E*U]*`+W=GHK._OVL_D61D;C:TQ,7%R,^S+N)\GUNWY>M+=NG[[Z^E:_&O[$:5J M`\CC\KW.+8M8V/=L6K%F$;=JW'%L>D81IZ4IZUA6M:_LUKZUK7XU^(#[?KEO M_P#5-K_8UC_Y`!^N6_\`]4VO]C6/_D`,B7TP?$;GOG[Y3\4ZI^=EX'6''(V^ M;]V#G2LSLV.2\QS+MO6:ZGI/;Q-;I]+J,2S@:S68&+:I&UCX> M#A6(6K<(TI2,(TI0!W(````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````#K=S_`.1]K_YMSO\`ZK=`1P0%(NR^2?*MTX]A MW/2Y=C"[LIPK\86:_G6<2M:?&DKOPG.GP_,]M/C250%%````9V_IY^+4NO\` M00[KYSKJ6^9\LUM(<0UV99_TQQCBV;"DY;&=NY3UQMQR2S*-?LIA0#)Z`````````````````````````````C0_B0_J:T\4?'6GBAU-R".)W M_P"3/'\_"Y!FZW*E:VW6W1F3(``` M!D6\8NKOU9T$N;[C']N\Y+C0IK;=V%:7==H)5C=M2])4I6%[;SC&[+[?WF-K MTK2M9T`75````HORK=?I7/K:LS]<+#K*W9]/W-VYZ^EV_P#;6E:2K3TC7_,T M_;J`\N``.?JM7LMYL]=I--@9FUW&XS\/5ZG5Z_'NYFPV6RV&1;Q,'`P<2Q"= M_*S,S*O0MVK<(UG.]ARIJN%8N7"LXW=-U]KLJ6%:]DI6;V;/,RH>E,FL:`90P````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````!UNY M_P#(^U_\VYW_`-5N@(TW(=U8T&JR-A=]LIQI\O%LUK6GS\J=*_)M?#X^WX5E M*OY(1K4!:SE9-_-R;^7DW)7'\^RMK@]Q=DZN,NN]+F?-XQI,^UZV^:[K!O>E,K(QY^E+W&-1E6_P!\ MI.E;6;D1^36DK4+T:@9X@````````````````````````````%`O*/R1ZT\1 M.@.T?(SMW:1U?!.K>,Y.^V,83A'.W6QGV4-79R+M_6<4X[ MBVX:_BW"]%6]2$X:3BF@QL?"L5K&D[M+5;MSW7;ER4@+;``!P-EG0U^) ME94_-M0K_P!TNR]?9'X?'T^'K7]JE0%*KMV=ZY.[=E6=RY*LYRK]M92KZUJ` M^8``KET+UA+L7E]JYL+$I\8T$K.?NY2C7Y67+W5KA:CW?96N?F5FPE2=:5^-G%KZQG+]J5W]S']KUK]M*`*1````E%?ATOIW5[+["R M/.;M;13GP/JK:Y.FZ+U^QL3CC\G[3QXQM[;G-NU>I2&;I^NL:]6SB7*1G;GO M;_OMW(WM7.%0)KP````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````.MW-?33[:M?A2FMSJUK7\G^E;H")?SGD==]M:V M\>?KKM?6=G$]*U]MZ?K2E[*K3\OS91](_P!12GY:U`>)``&0SPQ\+=IW5GZ_ ML7L#%O:WJ;79])V<.]2_CYO/[^).=+N#KIVYV;V/H+.3;I;RLR-:5N5I*S8K M[Z7+ED"0#K]?@ZG!P]7J\/%UVMUV+8P=?K\&Q:QIVUB=VU>G;S-)U5BWK^KQZ> MVW[MO?V4I4NV[>)[+](9=8VY>N-CUE"SZ?9.OK^?>_;]]:?# M^II3]L!T@``YVLUN=N-AA:K6X]S+V&QRK&%A8UJGKM+-N/K\?6M0*A@`#B9V98U^)?S,B7MM6(5E7]F4OLA;C^S.Y.M* M4_;J`H-L,Z]LLR_F7Z_OEZ?N]M/W-N%/S;=N/]3;A2E*?L^@#A@`"ZSPI\3> M?>;'D?UYX^\`MWL>_P`HV4Q\6,XW+\`&SPZ9Z@X#T%U7P/IGJ[26>.\!ZXXWK^,<:U5JD*SAA M8-NOSO7 M;E97+MV[T```"DW,MU]\RJ:['GZXV'.OSI1K\+N53UC*G[%8 MV*>L:?U5:_M`/$````V#GT+?IW4\-O&ZWVKV1HH8?D-Y":W5\BY-;S;$/TGP M+KRM/O\`POKV$KE*W\#/R,>_':[NU2EJ?W^]:Q;\9UUUJ8#.8``````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````Z? MD/\`Y`WG_F?9_P#U*^`BC]8=1=B=Q\AM<9Z[XQL.0[&582R[UBW\K5ZG&G+V MUS=UM;];>!J\2/Y)79QK.7I"%)3K&-0,Z'C#X%<&Z5G@5)5F!D`````````` M`````````````````````'B.R^Q^$=/=>\U[5[*Y%@<2X!UYQC<\QYCR79RG M'"TO'M!@7MEM,Z]&U"Y?ORLXN/+V6K4)WKUSVV[<93E&-0-3_P#4M\[.;_40 M\M.P?(3E%<_6\7O7:<3ZAX7F7X7H\!ZHT67F2XQQ^GROWG])9MS,R-GLYPK6 M%W:Y^3*'I:K;A$"P8``<;+RK6'CW9?97,<#16Z7+6LLUI MG[[-A2OIB:JQ./SHQG]D'C6J>VUCXN-:C9L6;=/CZ0M6H4C3]J@#E``#S7)]S34X%:6I>F9E4E: MQJ4^V%/2E+M_X?9\JDOA_55I^V`HI6M:UK6M:UK6OK6M?C6M:_;6M?V0```9 M\OH*?3PKY8^0U.^NR='',Z$\==SKMI?QL^S&YKN>=LVX6MIQ/A\K5VE;6;J^ M/1K:W&VAZ3A6$<3&NPK;S:UH!/V````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````'QR,>SEX]_%R(?,L9-F[CW[ M?NE#WV;T)6[D/="49Q]T)5IZTK2M/R5`>7X3P+AG6^AQN,<$XWJ>+Z+$^-K7 MZG%C8A.[6E*3RN`````````````````` M`````````````!"&_%"_4T_3&UP?IR=-\B]VKTE_3\O\H-KJI[92MW MJVZ_==7&Y&GYUG66IUC]LHUO3N2C7TE0!68``?*]>M8]F[?O3I"U9MRN7)U^ MR,(4K*5?V:_"G_9`4)W.TN;?/O9<_6ENM?EX]NO_`'*Q&M?9'_/5]?=+^JK4 M!U0``J[T)T?V#Y)=Q]>=&=6:F6YYUV5R7!XWH\>5+],/#KDRK>M_'KKBS2>EX+IHVM MIO;N-;QMES'EFPG+.Y5S+<4A*[*NPY#N;UV]2W6=R.+C_*QK5:6;%J,0+E0` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````8UOJM_4%XO]./Q%YIW M3DSUVQ[0WWS."]%NSK\93G6H#S@``Z/?;/\`1^)6%N7IDY%*PM>E M?C;C_E[W[7MI7TC_`%5?VJ@*9@```NX\7.K_`-.[B?/]SC5EJ=!D?*T=J['\ MS-WL:1E7,I24:TN6-3"5*QK3_P#N)1K2OK;E0!D(```!33FVZ]TJ:?'G^;&L M;F;*-?W4OA*UC_#_`#'PE+]OT_8J`IT```"<+^'>^G?7I?JB_P":/:>C^1V= MWAH8X/4^MV6+.&9P[IS)OPRJNTNNV& MXW&PPM3J-3A9>SVNUV>78P-=K==@6+F5G;#89V5-:ENX+P[9\]Y1JN,:J-:7L^_3[QDUA[[>OP+=:3S=A?I[HTK;Q;'K M+T]:5G+TA3\Z5`&7CCG']9Q71ZSCVFL4QM;J<6&)BV_A65:1]97+UV5*4^9D M9-Z4KER?VSN3K*OQJ`[H``=-O=M#3Z^YDU]LK\_WK%MU_P`O>E2OI6M/MK"W M3\Z7[5/3[:T`4+N7+EZY.[=G*Y\/#Q-=B8NOU^+C8.!@XUC#PL+#L6L7$P\3%M M1L8V+BXUB,+./C8]F$80A"-(PC2E*4I2@#D@```````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````B8_BZIQO`3J'??*[+[MTEK<=[;/6Y,*W^( M],Y4[EO#X1>E;C6YC;?M3*LU^\P]\9V]#C7;=RW*UL[4Z`0'0```>'Y/L_?* MFNLR_-A6D\FM*_"4_A*%KX?DA]M?V_3]@!X\```&2[QOZO\`U)XM3D>UQ_9R M7E6/9OW(W(TI=UNEKZ7L'`^/K*W=R:5I?OT_-K[JPA*GK:`7)``#^2E&,:RE M6D8QI64I5KZ4C&E/6M:UK\*4I0!1#DFXEN-A.<)5^Z8_NM8L?CZ5C2OYUZM/ MR2O5IZ_LTCZ4_(`\^``/3<*X9RGL;F'%N`<'T>?R;F?-N0Z?BG%..ZNW2]L= MYR'?Y]C5Z?585N4H0EDYV?E6[$/%O`CQR-QB8U-O.Q>E2EVYH^/V+%K6:V-:1_TGB0N2C2 M]=NUD!?L```````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````"T;SH\Q.M MO`_QA[-\E.S;UJ_K^%ZFN/Q;B],RUA[+G_/]M2>+P[@NFE.-V[7,WVU]OS[M MNU>^XX%K(S+D*V<:[6@&IF[][Q[%\ENY^RN^NVMU/D'8G:G*]GR[D^QE'Y=B MF7GW*4QM;K<:E:PP-)H]?:LX6!BP_>\7"Q[5F%*0A2@"D(``ZO;;".NQ)W?6 ME;T_6WCPK^6Y6G[JM/RPMT^-?_@_*`I;*4IRE.R(_G4^72,)4]+M*@,FP```/!\UW7W>Q358\_W[)A[LJL:_&WCUK\+?P^R5 M^M/C3_,4_J@%*P```2[_`,.+].WYES+\_NV-%ZV[?Z8XIXW:S8V?A*[267I. M<]IQLW+5/7Y/MOZ/4W*3K3W5V-R5OUCBW0$OD``````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````!K:/Q#/U-J>;?D[7I#JKD4=AXT^-.VVFBT&7K,V M5[4=E=J4C+6\T[%]V/=E@[+4ZJ4)Z?0WJ?-C7#MY.79N?+V4H1`CS``#^2E2 M-*RE6D8QI64JUKZ4I2E/6M:UK]E*4`4MW&QELMO'C]GYE*_&=: M?YJY7XU_:]*?D`=4``.WT.CV7)=SK=!I\>65LMKEVL/$LT]?2MRY7XW+DJ4K M\NQ8MTK.Y.OPA;C65?A2H#+MP#A6LZ_XKJ^,ZRD91P[5)YN7[*0N;'97HQEF MY]ZE/6ONOW:>D:5K7V6XQA2OI&@#V8``X&SV%G5X5[,O?&EJ/YD/6E)7;LOA M;M1_;E+_`."GK7\@"@V5E7LW(O961+WWK]RMRM?LI&GY(1I\*4_)2GH` MXX``ON^G)X2\K\]O*/A/2FHIFZ_AF/+^GLNQ?G9R+ M5O>;JYD6M9JHRA$<4ZSX7Q/KO@NDPN-<+X/QW3\ M4XKQ_6V_E8.FX_H<"QK-5KL:%:RE\K%PL:$*5E64Y>GK*M95K6H'JP`````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````1W?Q$'U-J^%/C)7H;JO?RP? M)+R;TVWT.IRM=DW;&TZWZCN0OZGFO8=K)Q)PR=9O=K*Y73Z&Y25FY3)N9699 MN?,UM82`UN(```/(\GV?RK=-?9E^?=C2616E?C&UZ^L;?K3[*W*T]:_U/[50 M'A0```9`/%KJ[]$:N?8FYQJ4V6ZLRL<=M78TK+#TTJTI>V-*2^-N_M)Q]L*^ ME*TQX^M*UC>K0!>````"CG+=U^DLW[M8GZX>%*4(UI6E8WK_`,8W+WK3X5C3 M]S']KUK^4!Y(``??%Q+9N9&5E961YMA M[(UR]/=CBWI\5ZTA?C.<98?`<'8WH7O;64+FVR\VY&4K4K5(@9;@```````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````4=\@N]^N/&/I3LOO[MS=1T'7? M57%=ARODN?2-+N3;_:7[&!K\:E:2R$:FOLM6ZX?'M M):MV[MZ-N$LW,E?R[M*WLBY*H%I@``X>?FV\#%NY-SX^RGI"'KZ5N7)?"$*? MY-?M_8I2M?R`*47[US(O7+]V7NN79UG.O[EG7PNQ]*PR-G=C6W'TK24;=+DZ?N M`&5VS9M8]FUCV+=NS8L6X6;-FU"-NU:M6HTA;MVX1I2,+<(1I2E*4]*4H`^@ M``\CR[=?HW"^ZV)^F9FQE&-:5_.LX_[FY=_9I*7[F/[?K6GV`*.@```DK_AX M_IW4[Q[G]_'(ZLZ-WMK;=W;;69-FYB-Q M&F1C3NTR--U1B94[.3;K.-)\@R,BW>M>_6X]RH$3L```%-M_L_OV5\JU+UQL M:M80K3[+ES[+EW]NGK3TC^U3U_*`Z```R,G(N1LV+%J%/C.Y=NSI&-*?&M:@,LW4'7.-UIPW"TU:6[FXR_;L.09GI25(UGZ4E.0"J0``X^7E6<+&O9>1+V6;%NMR M=?R^E/LC&GY9SE6E*4_+6H"@VSV%[:9M_,O?"5V7YD/7UI:M1^%NU'[/A"/_ M`,-?6OY0'```%Q_B1XQ]@>8?D)UMX]];X\OT[SW>6L;8;FYCW+^NXCQ;"C7. MY3S'<^RL/;K.-Z2Q>R)0]T9Y%R,,>U[KUZW"0&SV\?>B^OO&?I?KGHCJW5TU M/!^M.-87'=/:E&S3,S[EKWY&UW^WNX]JQ:RM_P`EW&1D;#87Z0C\_-R;MSTI M[O0!6,`````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````&([ZS?U"I?3 M]\1>0;[@]^QE>0_;5O9\`Z(T]/N]_)UN[R,*,=_V7DX5^LHWM1UMKW;K2Q"4?67YU;L? M2Y*-?2GI\:4KZ_L`/'?P(=L?[A=Y_P!ZL_Z.`?P(=L?[A=Y_WJS_`*.`?P(= ML?[A=Y_WJS_HX"KG2?&^-==\KRM[VQL<#C&\U-JW'0:#;SI]ZC(;>EC&UG(L"_KXTC?G?MSN4AD7:T MK[*1]84K*W:C7]CXRK^U2H#QGZX\8_\`OK"_^/+_`.0`?KCQC_[ZPO\`X\O_ M`)`!^N/&/_OK"_\`CR_^0`V!GT"?IYV_%OQXM^1?8^E^[]Z>2.AU.YQL?88D M;6RX!T]DQL[?B?%_EW[5,S7;CEOOM;C;VI5A.G^D<6]:MW\*Y[@)`(`````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````/.\OY;QO@/%.3&Z#<?4O\Y.2^?/E-S+M[*N[#!ZYU%V[P[I?B>9.4(\;ZXU&5>CK57'C19QL>%9WK\XV[<:?EE+\M M:_DC&GQK7[*4IZ@*\:K6V=5@V<.S\?93W7;GIZ5NWI?&Y0YWS'6<"XMM>3[2OK9U]C_2^-27MNY^?>_>\+!L_"M??DWZTI6OI6 MD(>Z=?S8UJ`Q$/C6H MQMVX?9"W&D:?"@#I0`!VFHUTMCEQM5I6EFWZ7,B5/AZ6Z5I^;2O^;N5^%/\` MLU_(`JE&,81C"%*1C"-(QC3X4C&-/2E*4_)2E*`/T``,_7X?KZ9E?.ORHL=H M]FZ'[[XT>-NQU'*^<6<_&G+5]A\_]\LW@O6,:RK&SEX-S*QOTIN[?I>MUUF+ M3$O1A^D+,Z`;+8`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````!$ MB_$=_4/IK\'"\`^J=Y*F=LK6HY;Y&[+7WI0EB:VM<7<\(ZNE=A6E:W-G6EG= M[6%/3VX\<"U24HWLFU$"'H```"J/"M+\BU7;9$/2[?C6&)&7^4L5_=WO2OV2 MO5IZ4K_F/VI`/?@```QG^1_:/Z[\I_5_4Y-+G&>+7KMBS.U*DK.SW-/=:SMC M24?S;MBQZ?(L5_.I[:3G&OI=]*`6W@`#^QC*4J1C2LI2K2,8TIZUE*M?2E*4 MI\:UK4!5+3ZZFMQ(VZTI6_<]+F1*GQ]9UI\(4K_F;=/A3]FOK7\H#M0`!5+I M'IGL3R([`7AAU]X">*_6?C7U_\C.IQ775V?..61QJ MXN5S_LG=PLY/,^:YUNY^H=YJ\0\#/&#F_>7(*8.RY M1&U^K'57$,N_2W+FG9FYQLK]7M3*W&]8R)ZG7TQ[NQVDK4J7+>LP[\H>MSV1 MD!K)N?\`/.7=H\XY;V1S[>YO)N;6XV$+4J5^ZV?2]ESI\/2W2OYMN ME?\`-WI4]*?E]/6OY`%<(QC",80C2,(1I&,8T](QC&GI&-*4^%*4I0!^@`!; MGY&=H_J+Q6NCU.3\OE')[5W'QI6I^E_6:FOK:SMG^;7WVKMRGK9QY?FU^964 MXU];5:`,98```/7<8UGS)UV%Z/YEJM8XU*T_=7:?"5WX_DM_93^J_P`@![H` M``$\+\,/],FO677^5]0GN/CLK'/NU-3FOW M[UR4;=JS:MQK*4I5I&,:5K6OH`US7UFOJ$7O.WRAS\?AFUO7_'[I.]N.$]0X M]N[6N#R2[7*M6N6=G?+C*493YOGZZU]RE7VRCI\7#I*%N]6]2H&((``?J$)W M)PMVXUG@U$-/K[=CTC7(N?ON5,Z79\@W%^F-K=3B7LJ@/'``#FZ_"N9^5:QK?K3W5];D M_3U^7:C^[G7_`"*?9^S6M*`*K6;-O'M6[%J-(V[4*0A&GY*1IZ?']FM?MK7\ MM0'U``&6'Z./TY-Q]1_R[X[P#;XN?C=$];1PNP/(+D>).6-+'X9C9VEKD?8^WL4UV/[9?.Q\.F9G0C%&5/A*[3\VY?I^S2W\8Q_JO7\M M`%3@```8_?*7M#],;6'7FFR/76Z/(C?Y!=M2I6&9NHQ_>L#W1_=6M3"=?F4] M?2N1*M*TI*U2H"T$```%2M!K/N&+\R['TR2\=X;Q/3Y_(>5<@WV?CZK3:? M6XMNE;F3G[/8Y=NS9MQ^,[DZ4I\:@-JE](SZ>/'_`*S*0A=S+WJ!E M"``````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````!;SY5^2O7GB'T%V/ MY!=FY<;?&^`:.[FV-7;R(6-CRGD65*.%QGA^FK*W>]=MR;=W[.):E[)PL4N2 MO7?2S:N2B!K"/(OOSL+RA[M[&[Z[2V7Z2YIV3R/+WVQI;E=^XZG$E[,;2\;T MUN].YGUEW;9]G#M^L8RK[[]R ME/6EJQ'XW)U_)Z_DC^S*M*`*[X]BUBV;6/8A2W9LPC;MPI]E(QIZ4_R:U_+7 M[:U`?8``4>[L[+L]:\-R_U`8I+UZ[DWKN1D7;EZ_?NW+UZ]=E*=V[=NRK.Y=N3E6LIW M+DY5K6M?C6M0'S``'I..ZS[WD_>KL?7'Q94K2E:?"[?IZ5A#]BL8?NJ_]BGY M0%1````3&/PO_P!,C];^49GU%^X]!*7&N$Y^UXGXSZC:8UV-K=\TM6[NMYEV MO"U>A;LY6MXA9O7-1J;M/G6Y[:YFW/2U?UUF<@)S```````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````"!+]?KZB7]U#WW3QKZQWOWOHOQVWVPP]IEX M%[WZWGWH``'&S,S% MU^)E9^;?MXN'A8][*R\F]*D+6/C8]N5V_>NSK\(V[5N%95K^2E`&)CMWL7)[ M*YEF[KW7;>HQ?=K^/X=SUC]WU=FY*MN[Z489>=.M;UW[:TE*D/6L81`4O M``'WQL>[EW[6/9I[KEV5(T_8I3[92E^Q&$:5K7]J@"J^'BV\+&M8UK]S;CZ5 MEZ>E9SK\9SE_53E\?V@'*``%\GTZ?!_GOU"/*WKKQSX5'.U^IV^57D/9_,L7 M%^\6>O>K-'D8LN7LN"=/=6\=P>)]>=;<7U'#^(<>U\/;8UVETN);P\6%RY+UO9F;?I;K=R[NF'Y$=_86WXMP&>'=I78<'XG"%G$YIV3=3"TURM8REMLB-^W2[#"R(4`UY$I2G*4YRE*N+A3C6W25/A>RJ?G0I3]F-GX2K^WZ4 M_9`5<```!99Y4]H?=<>'6NER/3(RX6,WE-ZU*GNLXM:QO8&HK*,O6$\KTC?O M1]*5^5\NGK6-R5`%B0```/?\:UGW>Q7-O1]+V1&E+5*T^-NQ]M*_M5O?"O\` MG:4_9J`]2``/U&,IRC"$93G.5(PA&E92E*5?2,8QIZUE*5:^E*4^T!LV?H*? M3,AX`^*.+RSLG06L+R<\AS M[HSS-AF3C&QBX\/6[DY-RW:MTK.<:5`UBWG5Y?9GZ M'X%Q6]DTR;/!.MM/D94>(\0Q;EN-NQ.>#BY,\C-NVX6X9>SRLG)]L:WJT`6A M``#EX.%>V&78P\>/K=OSI&E?2OI"/VSN3]/LA;A2M:_M4`5YP,*SKL2QAX]/ M2W8A2/K^6![+YY@]<\0V7)QV67 M?S^E M?NUCVW+]?R2^/YEK_)N5I\?ZFE0%3:4I2E*4IZ4I\*4I\*4I3[*4H`_H``DT M_AM?IFU\IO(:YY<=L,_(,'(XMA[&Q&[K^P^^,:&+M^.ZSY-RE8Y6F MZWQKUC=9_N](RS;FMLUC=M7_B,_J(UYQS#'\#NJ=Y6?$>`;#7-K;]9\7X[*]@Z>D:UI;SK]91CG[>L?R_> M[END;7K]EB$:^E)2E0!0<``?NW;G>N0M6XUGK_`!QZ MCUOW_F_:')<;1X>1>M9-S6\?U<(7,WD/+=]/%M7K^/QWB>AQ%;G<[/%W'*^0V[D-M MN,?!T.WS[5-+J;=R$=1BW,K#MR^;DRN7[EOX5M69>H#)2``````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````,:7U5 MO/33^`?BQR3L#`R,#)[AYQ]ZX/T?QW+]EZF9S/-Q*RR.3YV%[OF7^/<#UURN MPR_A2W>O1QL24[[S<\GW>XY+R+:9^\Y!R':[#>;W=;3*O9VSW& MYVV7>S]GM-CFY$[E_,S]AFY$[MZ[.59W+DZRK6M:U`=4``/3<7TOZ6SZ2NQ] M<+$K&YD>OV7)5K7Y5C]OYE8^LOZFE?RUH`K52GI\*?"E/A2E/R````M:\FNT M?U5X]3AFGR*1W_)\:Y'.N6Y4^9K>/SK*SD3^%?6%_:RC*Q;KZ?"W2[6E:2I" MH#'(```#VO&-9Z4KLKT?C7W0Q:5_)3XQN7O^S\8Q_P"S^T`]F```#89?AK/I MEU\9>@[OF1VWQ_[IWEY)\>QJ<%UVSQ)VMGU[T/DY&-M-/:E;OVH7,3<=I9>) MC[C)]*RI35VM;#][NUR;8"3\``````````````````````````````+4?);R MXZ[\3=@YV+6_I.#:[*A#*]DZ5I9V7(,ND;T=%IY3IZ1G.$[^16E M:6;Y^^NR^^>12Y!V!O;F7;LW+M=/Q_"^;B<;X]8N^E*X^GU=;M MV%FM81C2=ZY*[DWO;3YER=:4`5*\'?\`K5=/_P#GC=?VI\@`2:@````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````' M5[S>:;C&DW').1;3`T?'^/:K8;S>[K:95G!UFHTVIQ+V?L]ILFZ\_O*;DG8F'D9^-T_PK[WP?HWCN5]XQ MZ87!\+/NW)E"DHTNY-ZO MI#&PL>DO2DLG,R)1MPI]GNE\?2GK4!B&Y=RG:2[B[\S-VF3*]*%)2K M:QK$:4MXV'CTE\8X^)CQC;A3[?;'UK\:UJ`\V``.QU>OGLU MG]==;7L3<]K7K,89^?*%G,T_!+61#W?,SH5G6&;R65J5)6,.496K-)4NY'K3 MVV;P&`_=[O<68UK7_-2N7: M4I3[:_\`8J`DP@`````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````(JGXC7ZA]>%<2Q?`SJK>1M\JY[KM9R7R!V.OO1 MKD:/@EZY;V'%^NY7[5:W,38\TOV+>QV-OUMW::BUCVY4GC[*=`$,(```%3.$ MZ7V1KN,B/YTZ2MX494^,8?&-V_Z5_+/]S']KU_9H`J(```#'+Y-]H_K3R&G# M-/D>_0\8R9TSKEJ=:VMCOXTE:R)5]*^V=G51E*Q#X?\`;:W:^M8UC4!:R``/ M[2E:UI2E*UK6OI2E/C6M:_92E/RUJ`J?I=;378D8SI3[Q>]+E^OY:5]/S;7K M^Q:I7T_R?6H#N``![SJWK+G/='8_!^I>LN/9O*^P>Q^4:;AW#^.Z^,:Y6VW^ M^SK.OU^-2=R4+&-8^?>I*]?NRA9Q[,97;DHVX2E0#;!?3:\%^#_3R\3.N_'C MBE9F9=ZYD967E9%R5[(R-25/MAC1E6GY:5G65:?"H#/V``````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M"S_SK\P>"^#7C5S_`+^YK7&SLK28?Z(X#Q*YE1QZ_& MSE95J61G7K4+D\35XV3D^R=+-8U`UB_:W:'-^Z^R><=M]D[N_P`CYYV)R7:\ MLY3N5D?(L6Z4LX>#C^^EK'Q[=(VL?'A"U;C&$(TH!3\``=UH M=3/<;"WC^DJ6(?ON5OVWYQKZ5I&5`&+>M:RK64JUK6M:UK6M?6M:U^-:UK M7XUK6H#^``#U7&=9\^]]_O1_>L>7I8I7[)WZ>E??^W&U2OK_`)[T_8J`]\`` M`"38NZXCXQ:K:6/;?U7&;MU\\7-[%Y3;RL'A6HO>V[#'N0A2&5R398]?6LM7IJW8UI" MOI]YR)0M4_-K1;?9[[>9^3M-SN<[*V6TV69RL[/S+T[^5E M7[DOC*[>O3K*OY/C\/@`ZP``53ZVXW]\RJ[W+M^N-@W*PPHRI\+V92E*UN^E M:?G6\6-?A7_YRM/2OYM:`+]_%?\`X?\`K?\`\Y;3^U[<`,YP```````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````_DI1A& M4I2I&,:5E*4JTI&,:4]:RE6OI2E*4I\:@->+];OZB%?-KR5O<*Z\WGWWQWZ$ MS-MQ?K^Y@94YZKG7*)788W+^S)4MW)8V=C;+)Q*86GN_G1IJL>-ZW[)9E^-0 M,*0``_L8RG*,8TK*4JTC&-*>M:RK7TI2E/RUK6H"N''-/'3Z^%N=*?>[_I=R MY?"M??6GYMJE:?;"S&OI^Q6OK7\H#OP`!U^UVF!I-9G[C:9-O$UVMQ+^;FY- MRM?99Q\>W*YLI5 M^-:_EK4!]@`!DT^DS]/;DOU'O+SAW3T+6QP.I^,?(Y[WURW"K/&KH.LM1L,2 MUGZK7;&MJ]9LJU4?; MA```````````````````````````!XWL+GG'.L>%\CY[RW,I@Z#C.MO;'.NT M]E;UZL:QMXN!AV[D[<;^PV69GK&Q8C\;U^=/6GYMN'Y/6GK7TI]M0%U&!@X^ MMP\;`Q(?+Q\6U&U;C]M?2GQE.5?A[KER5:RE7\LJUJ`N-\5_^'_K?_SEM/[7 MMP`SG``````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````#`W]=+SRCX[=%R\<>O-SY?(#19N'M\O795[%V7!NH,F>5J M]_O;.5C7(7L/;\QR+%[4:^4?24;%,Z_&=N[8LUD!!C_4[0?ZDN?[*R?]$`/U M.T'^I+G^RLG_`$0`_4[0?ZDN?[*R?]$`>,Y+35\M/6-(TK^6E0'3_`*[\B_U7:_V)C?Z&`?KOR+_5 M=K_8F-_H8!^N_(O]5VO]B8W^A@*VYR,;+P];A9F3I M_F8>)*5RQ>R[NMN8UZ_:RK]8W(6Y5K#TMPGZ5K6GH!P/[C/H#_^WVSP-+I--JM/;S]IM]OM,JU@ZW6:W!QL>YDYN?GYE^%JS:MQE.YZ-?DVI@,88```+B.O^-_H;6_?LJW[=CLH0G*DJ?GX^)7 MTG9Q_C\8SG\)SI\*^OI2O[D!4`!<%XK_`/#_`-;_`/G+:?VO;@!G.``````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````````````````````````4> M[_[QX'XV].<_[O[+V%=?P_KW09.ZV%+7MEG;/*]T,73\?U-J\>P.]NQ\F-SDG.]S/-AK[%R=S7\< MT>+:MX/'N+:BDXPK'5\=TN-9Q;4JQIZ[O2^%NU'U_+.7V_;Z4]:_D`6\9>5?SLF_EY,_??R+DKER7Y M/67V1C3X^V$*?"-/R4I2@#C@`"HG6G"Y\RY#:LWX3_0^O]F7MKM/6-)6J2K\ MG"C.GV7/>-FHVN+>AC\P[HPX6H;KLNW:R+<;&PX_P!58F5+&U]V,;ENYR6_ M6[;N6\C33A(#8B@````````````````````````````+0O,[R)M>/_563?U& M5;CV%S&F3H^$X_I&<\.[\N%-IR6Y;G24*V-!C7XRMTE25)Y=VQ"L:PK.L0(U M%V[=OW;M^_=N7K]ZY.[>O79RN7;MVY*L[EV[?;EKQ5ZUW,7[O. M<[`OV[F'S+N#&M9&OS;'S;4[E+^KZYQLB_K[=/6'NV=[-K.,XVL:=`(^@``` M*(\RWOZ4S_NN//UP<&4H0K&M*QOY'[F[?]:?"L:?N8?;\*5K_E@'C0`!]\;& MOYF38Q,6U._DY5ZWCX]FW3W7+MZ].ENU;A3\LISE2E`%^O`N(V.&\>Q=9&D) MYUWTRMIDPI2OS\Z[&GOC&?I2LK&/&E+=O[/S8^OIZUJ`]H``/.G&$?C*@"-S MW'VEO.Y.PM_SS>RG;GLLBMG5:ZMVMVSI=%C2G#5:C'K7TC[,6Q+UN2C&-+M^ M=R[6E)3J`I@``+V_IW>#?9WU%/+;JKQ9ZPA>PLCF>U_2'..85PKV=KNM^L=) M[:%JE+?R=-K)_+P[-VY9AG;7(Q,*ER%S)A4!N1/'WH;K#Q?Z4ZR\? M>F..8_%.L.I>):OAW$-+9I;E=MZ_76ZUO;#99-NU9_2.^WF?=O9VQS)Q^;FY M^3>R+E:W+DJU`K"```````````````````````````#JMYN]3QK3;7D6^V&- MJM)H]?E[7;;++G\O&P==@6)Y.7E7Y^E:TMV;%N4J^E*UKZ>E*5K\`$7OR6[S MVWD%VKN^<9?S\;1V:_H;ANHO5C2NHXOA7KU<&U=A"LH4S\^Y=GE95?=+_3%Z M48R^7&%*`4```'+P<+(V.9CX.)#YF1E78VK4?LI[I5^,I5]*^VW"/K*5?R1I M6H"ZC2:C'T>MQM=C4]8V8>MV[Z4I*_?G\;U^?I_EIR^S[?2-*4^RE`':@`"X M;Q3M7+O?W7E;<)3I9SMI=NUI3X6[=-!M85G*OY(^^=*?Y-:4`9R@```````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````8H_JZ M>>-GPJ\;\S%X?M+=GO?N&WLN(=66+%ZU]^XY8^[1AR?LBY9E.DX6.)867"&' M+TE26VRL6E82M1O>T"`1?OW\J_>RLJ]=R,YGO?T7@_<\>?IG9T)0C6E?SK&-^YNWOA M\8RG^YA7X?'UK3]R`HD```"Y3HSA'OG+F>QL_FVZW<;10G3]U/TE9R]AZ?EI M#UK:M^O^6]]?3X1J`N<```!AS^H!W]^L6]ATIQ?,K+2<9RK69S7)L7)4AL>2 MVJ2KBZ2LH5I"]AZ"W_AL_I25^GYXDQ[ MF[;XW+7>5/E/JM'ROFN+M<.-K<]8=81MUV/`.JO;=K/)UFUNVEB[ M^DLFSA9-N4M7:F`DA@````````````````````````````,.GU*O(_\`[1X^ M<0V/^I-MV7DXE[_]EF:/B=R4)?E_,SLN%?\`_'CZ_P#;(@,.0```*Z=;<;^Z M8M=[EV_3)S;=88,94^-G#K7\Z]2E?LGE5I3TK_\`-TIZ5])5`54```!>EXJZ M+]$=F\*O7X>F=FYF9DPKVPV6;=C:A-KL3&P,*S''Q,.Q:QL:S#U]MJS9A2W;A M3UK6M?;&-/C6M:U^VOQ`F/T7UGF[;#O6:\RY#\_2\*P[D8W?\` MQE*U2N3N+MF=)1GAZ''N4O3]U*PG>K:M2]/F^H"/%E9.1FY.1F9E^[E9>7?N MY.5DW[DKM_(R+]R5V_?O79UE.Y=NW9UE*5:UK6M?6H#X``"3[^&,^E+_`';_ M`)45\G^X.,?I'Q@\4=]KMMUFUB[CA/`9PNSMVL_4<.M7['(M MW;]+UNL(:_#R+4K&SK6@&T#`````````````````````````````4!\E>\]3 MX_=5;OG&9\C)W=VGZ'X=I[U9>FWY1FV;U<"SQ*, M9?,E"E0(O6]WFWY-NMKR+?[#)VN[WFPR]KMMEES^9DYVPS[\\G+RK\J4I2MR M]?N5E7TI2E/7TI2E/@`ZH``>MX=QV7(=M;MW(R_1^)[;^?.GK2E;=*_O>/27 MP])Y,J>GV^M(TE6GV`+F8QC",80C2,(1I&,8TI2,8QIZ1C&E/A2E*4^%`'Z` M`'N.$Z+](9OZ0R(>N'@SI6-)4_-OY=*4E;A\?A6-FE:3E^W[:?96H"\?H3_A M=X7_`*]SOZS[$!E1```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````$3S\0)YZUV&PQ?!OK''\?A7*MTINMK2WE[25:?G6?S:UQL"E?2E:4 MQ+1E961=G6D;=FQ9MRE*5?A2E`$=/R3[MSN]>S-GR;W7[/&M=[]/PW6WJ>R6 M'H<>[.MO)OVJ5K2.PVUVMMZ_!^\5GD;7D6]RK%C)N:_C/%M+CY&RV>52W/ M[M@8MV[[9>WTJ!N3?!'PSZK\`?%?J;Q7ZAQO=QSK;0TM;CD61C6-\G$L^W'Q[,(@7=@``````````````` M````````````^=V[:L6KE^_O79QMVK5JW&L[ERY_^ULJ_I\J[+KWAWWG1\)Q_P`^%K-M4NQ_2G)KEJ=( MRID;_)LQE#UC&4,.U8A*-)QG6H%H0``^EFS=R+MJQ8MRNWKUR%JU;A3W3N7+ MDJ1A"-*?;*4J^E`%T/%M!:X]J;.'2D995S]_SKU*?]MR9TI[HTK]M;=FGYD? MVJ>OVUJ`]&``.9@85_8YEC"QH^Z[D7*0C]OMA3[9W)^GK6D+<*5E7]J@"X;6 MX%C5X6/@X]/2W8A[?=Z>DKDZ_G7+LOC7\ZY.M:U_8]?3[`%;>A/^%WA?^O<[ M^L^Q`940```````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````%B?U%/,_C_@[XT\K[5OSP,WG^VI/B747&,N4+GZ?Y]M,:]7`R,G# M^=9O7]!QJQ">QV-8RAZX^/\`)C.EZ_9I(#78\IY/R#FW)N0\RY;M\WD'*>6; MO:KD;#<[W=YM_9;;:9U^OI6[EY^=DW+MR7P]92J`Z$``>;Y1NZ:7 M72G;E3[[D^ZSAQ]*5])^GY]^M*_Y6Q&OK^6GNK2GV5`4$E*LJUE*M92E6LI2 ME6M:RK6OK6M:U^-:UJ`_@``KMTGPC],;2O)]C9]VMT]ZE,"$X_FY6UA2-R%R MG[-O7TK2?[=VL?M]LJ`+N@```8N?J"]_?H_"M]&<6SJQS=C:Q=GS_*QKM*3Q MM;/VY.JXS*<)>^%W8^D,O*C6D:_=Z68^LH7IQ`8C0```;'K\*7]*:GCYT?D? M4)[IXU+&[E\C>-_HWI#5[C%E#-X%T!EY%C,ARFUC96/:GA;SN3*P[.;:OQ^9 M7]6[&%*S#F;/9YF)KM;KL3(S]AL,_(LX>#@8.'9G MD9>9F9>1.WCXN)BX]N4[ERUDP_3?.,G&E.M([3G6RQ:9%*UA;N6M=:P\>Y'WV)2D M!C-``'SNW;=FW/YV1E7O3T]+6/:I65?RU]/2GQK2@"__2:?"T&JP=/K[?R\3`L1 MLVZ5_=3K\97;UROY;M^[*4YU_+*50':@`"C_`'KV[J.DNM]YSG94M9&98A37 M\=U5V9;N_HW7^L/SXV/6U.]?E'\Z&-9N2IZUI2E0(X'(N0[CEF]V_ M)>09U[9[O>[#)V>SSK]?6YDYF7=E=NS]*4I"W;I67I"$:4A;A2D8TI&E*4`Z M8``9POH(_2VS?J;^:.EU'--5ES\9.B+FC[)\A]I"DX8NZUD<^_M9_:NUU-_&O2M3MWK&EQ=CD6IQOV;-)`;;/7Z_`U.!A:O5X6)K=9K<3&U^ MNUVOQK.'@:_`P[,,?#PL+#QX6\?%Q,7'MQMV[=N,80A&D8TI2E*`.6`````` M`````````````````````"F?F.NN2]B\FN4^X:'"E/&P8786\K<[:_ M7Y.JTN#[_P!UE;',G&%*^E:6X>ZY+TA"5:`19NP^>3[ M._LLV=*R^38I.:.]R#:X M^!:]T;5:_-R[U/\`N&+"M/FS_8]\O6D84_+.5/R>H"Z3&Q[.'CV,7'MTM6,> MU"S9MQ^R%NW&D8Q_9KZ4I]M?C4!]P`!ZGB>CKN=C2MZ-:X.)6-W*K6GYMROK M6MK']?\`^K6/YW]12OY?0!7:E*4I2E*4I2E/2E*?"E*4^RE*?DI0!_0%7^A/ M^%WA?^O<[^L^Q`940``````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````1Q/KY^>W\%_7./X<]9;OY7/NV=5^D.W\[79'ID<9ZJR? M?:Q^)WI6X^MC8=CWHRID0I683C&< M?2YA:ROI_8.';G[NP.W=WA8D.0[#&O7[./DTX MQQ^SC6=3I+,[=J4-7A6IW8?>KN3+SU\F8]U<]CPGB6PID=:]?YN19PLC&O0NX?*.3QC+KYTE.DK-;EZ-:4R*QH!8(``/[2E:UI2E*UK6OI2E/C6M:_92E/RUJ`N4X M1QRF@U5)7X>FRSZ0OYE:T_.M1]*ULXO[7R8RK[OZN5?MI2@#V8``^MBQ=R;U MK'L0KDKG_;,F[2GI\[(G2G MS)_DK[:>E(Q_J:4`=P``*O\`0G_"[PO_`%[G_P!9]B`RH@`````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````"V[RW\F>#>(70/8'> M_/+MN[@\2UR; MD?E6+E:`:X3N7MWG/?7:?.^X^RMO^[3TK3YL.-9M+?+^>X5V.VO6+E*7])PVY6YC9D_6,Z3 MLY7(+D)XMJM:5_TO'(E2L9TMU`82````;('\,9]%7+\6."87GSY0TL?,Q>)6KMJOI8Y1R_#G\R_3UK=PM17W5C&>;BWH`82 MP```5,ZYXW^DDJ_U=8_;\0%?` M```53X'HO;&N[R8?G3I*U@1E^2/QA>R/3]F7QA']KW5_+2H"IH```+D_'G2_ M=^;<=VN1']^R;V3'%C*GQMX]<#+];GQ_RU^M/A_44_J@&1T````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````05_K8>>U/*SOZO4 MG7FZKF=%=#;+8Z;57L*_*6NYQV/&MS7\JYIZV;TL7/UVMK"6LU%WTG3[M#(R M+4_9G5C0#">``/Y6M*4K6M:4I2GK6M?A2E*?;6M?R4H`H1RO>5W.QE2U+UP< M2LK.+2E:^ESXT^9D>GV>MZ5/A]GYE*?E]0'EP`!SM9K!:K>S,[(M MXV/;I\*5N7)>GNG+TK2%N%/64I5^$8TK6OPH`O\`N)<:P^):'"TN'Z2^1#YF M5D>WVRR\V[2E0\ZY+ M>^5JN/X%S*G:C.$EK`U>%2Y6,)YVSS)PL6J5K2GOG2M:TC2M:`1M.Q MN?;_`+/YKR#G7)K]+VWY!G3RKL(5G7'PL:,8V<'6X<9RE*&%K<*U;LVJ5K6O MLA3UK6M:UJ!XD``35?PW?T"O;&W MQ[E,G5=K<\X[L,.Y2YU=KIQAD:+"O^S]8,F,,NY"6JA:ILP-A6`````````` M```````````````````QM^?WGEJ/&#C]GKKKR]K^1^1W.\2-CA_':QM9N'PW M"S92L_KORZS[JV[&)BPCYVV?R#D M.WSLS=R,G-R[DI>LJUK&'MCZ^D:`.<` M`.QU.LR=QL,778M/6[DW*1]U:>L;5NGYUV]/^HM6Z5E7\M?3TI\0%U&LUV-J M<#&U^)'VV,:U2$?L]TY?;``.\X_I[FZV-K%I[HV( M>EW+NT_REB-:>ZE*^E:4N7:_FQ_;KZ_92H"X&U;MV;=NS:A2%JU"-NW"/PC" M$(TC"-*?L1C3T`?L``>@XYII;C80A.E?NF/[;N5+X^E84K^;9I6GIZ2O5IZ? MLTCZU_(`NNZLC&//.-QC2D8QR,B,8TIZ4C&FORZ4I2E/A2E*`+X@```````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````&$WZV7GM3Q4Z M!EU#U]NJX?>O?FKVFFU5_`ORM['@_7$J2UW+.:TNX]Z&5K-IL:7I:S37:?+G M]YED9-F?OP)1J!!9```!X'G.]^Y8E-7C3],K-AZWZQK^=9Q*^M)4_:ED5I6/ M^=I7]FE0%'0```75]'\(^XX?;E9T]NY&GK8P)?"[FTI*GNCLZGE2D,C6Z>] M^_\`)Z>V]E6[>HK;AM@-A9CX]C$L6,7%L6<;%QK-O'QL;'MPLV,>Q9A&W9L6 M+-N,;=JS:MQI&,8TI&,:4I2GH`^P```````````````````````````,7/U` M_J2\*\3-/F\"X+1\)R_:]M/A6E0%1P`!_8QE*5(QI64I5I&,8TK64 MI5KZ4I2E/C6M:@*^<8TD=+KH6YQI]\R?;>S)T]*UI/T_,LTK^6%B-?3]BLJU MK^4!Z,``?NW;N7KD+5J$KERY.,+<(T]93G.M(QC&GY:UK4!731:F&GU]O&I[ M97Y_ON5=R=D[6&FX3UWQS/Y)OLROLE?G8Q(4CBZW7V9SM_?-QN<^[:P\+'I6 MD\G,OV[4?SIT`:X7RV\F.;^7G?\`V%WQSN<[.=R_:RCHM%2_\_#XAP_7>N'Q M7B6OE2W8MRQ])J+=N%R[&W;KEY5;N3C6L?3&C*OR\6$OAZ7 MLVY'V4]*^L8^Z5/7V^@"^VU:MV+5NS9MPM6;-N%JU:MQI"W;MVXTA"W;A&E( MPA"-*4I2GPI2@#Z``"T/S&[[CTOUO=U^CS(VN?RNOM7HV\>M?3URKL)4I*-NY2@&`24I3E*4I5E*5:RE*5:UE*5:^M92 MK7UK6M:U^-0'N^L>KNQ^ZN>\8ZNZCX-RGLGL;F>SM:?BO"N%Z3/Y#R3>[&]2 M4J8^OU6ML9&5>^7:A*Y=G[:6[-J$KER481E*@&PT^BO^XS9'$?)WZ@^O MXSVGW_A_%L^:9-87]9V9V/J9TC[+=OYG']3E1G M.S+8W8XV;8`F(````````````````````````````X^7EXN!BY.=G9./AX6' MCWLO,S,N];Q\7$Q<>W*]D9.3D7I0M6,>Q:A64YRK2,8TK6M:4H`P`>>'UA=9 MQ^WN>I_$G98NYWTJ7M=R#NNEF&3I=+7XV\G$Z\QLFW*QN]G25*PKM;T)8-JE M*UQ89%9PR+($?O@W'MQVIS?*V'(=ALMQ*_FWM_R[>;3,RL_9;3(S,F>1DSSM MEE7;F7E[/=9MRY6M:QJ`OPM6K=FW;LV;<+5FU"%JU:MQI"W;M MVXTA"W"$:4C&$(TI2E*?"E`'[``'N."\;_3NTI>R;?NUNOK"]D^ZGYE^[Z^M MG%^STE2=:>LZ?YBE:?#UH`N0```!4/@NB^]9%=ODP];&+/VXD94IZ7,JGVW? M3\L<>E?A_5UIZ?N:@*N@```J+PG2^Z5=QD0_-C65O"C*G[J7QC=R/C_F/C&/ M[?K^Q0!4L![_`*M__C[CG^N^OEY[T[4['Q_#OK+=PO]?=2[6&R[9V M&OOQGC\G[5L0N6['&97[59QOZSKK%ORA?A25(RW-^]"[#WX-J8".0```"BW- M=[^DX?DKZ5EZ4K*H#W```Z7DG(M/Q M+0;CD_(,VUKM)H==E;39YMZOYEC#P[,KUV5(T]97;LHQ]L(1I6=R=:1C2LJT MH`C?]Y]N;CNSLC>\YVGSK&+DW*8/'M7#SI^HG=X[S[9<>N>-?C/M/DYUSN[M73YMC.Y/ MIYRK2M[J?KF5S7\AYYGK-%.%)UCL)7(4LS`V+7TX_I(>&?TP^%R MTWCYP+](]C[G66,#GG?'.Z86^[;YM2-;=V_B7M[##Q<;C'&;F3:A..GU%C"U M]96K=R];OY$:WY`9-P```````````````````````````68^47GIXZ^)^#E8 M_/N6VMUSR./2Y@=7\1NXNXYKDW+UBM_#GL\*.1;QN,:[)C6DHY.QN8\+D*UK M9I>E3V5`B[^8'U).^O+6[F\>S,VG7'4D[WKC=9<5SK]+"Y2MR0&/O'Q[^7D6,7&M3OY.3>M8^/9MQK*Y> MOWIQMVK5N-/C*=RY*E*4_+6H#(-UUPRQPCC>-K?2W/99'IE[C)A2E?G9UR-/ M6U&?QK*QAP]+=O[*5I2LO2E95`>\``'(Q,6_G95C#QK=;N1DW86;4*?Y:D:5^-(4I3\@#N@`!V.JUM_;9]C!L?"5V7K.?I^;:LQ^-V[+]J$?LI^6OI3[ M:@+AL/$L8.+8P\>/LLX]N-NW'\OI3[92K\/6M95_+6M:@.2``.UTVKN;? M/LXD/6ENM?F9%RG_`'*Q&M/?+_/5]?;'^JK0!7:S9M8]FU8LPI"U9MQMVX4^ MR,(4I&-/V:_"G_9`?4!4+JJ$[G/^.TA3W5C>S)U^RGI"WK=&#X/^-6VW.@V&)3NSLV&RX9TWJYULW;E[+9;++R,_8['/R+V9G9^ M=F7IY&7FYN7D3N9&5EY617[W]$:^MFQ/TS MLV,K=FL:^DK-K[+N1\/C2L:5](?U5?7\E0%#0```7'=&\(^?>ES+96?WG&E< MQ]';N1^%S(I25O)V'MK3TK''I6MNW7XT^9[J_"L(U`71``#L]-I-SR/:X.BX M]J-GOMWL[\<76Z?38&5M-KL,F=*UAC8.OP;5_+R[\J4KZ0MPE*OI]@"Z?.^@ M;]1;SBIQKA6?A\?\3^BK^5A;CG?.^W9Y-_G.^A#(I]VU'%^H-)>IR?)O:3V? M>KUC?WN.8V5?K9I;R?WJ8"0Q]/?\.'].KP.OZ;FVQX3D>4/>>L^Z9=OM/OO` MU&^U6@V]B%N4\WKWJVUC2X1Q3Y>;:CD8F5F6MQO,&Y3]ZV5*`,^P```````` M```````````````````+3/+'S.Z8\/.*86^[-V.;G[[??>+?$N!\27UB?)?N6F;H> MLYXW0G"K_P`ZS\OB.9@#$WFYV;L\S*V.RS,K8;#.R+N7FYV;D7N2K* ME:V[5?C^^5G7X5A2H"Z\```%;>M.-_(LUY!F6_2]?C*UKHRI\;>/7UC=RJ4 MK]DK_P"YC]E?92M?C20"K8```*V\,T7Z+P/O>1#TSLZ,9RI*GYUC'_=6K/QI MZQE+U]TZ?L^E*_N0'LP`!_:4K6M*4I6M:U]*4I\:UK7[*4I^R`K5QC34U.!2 MMV/IF95(W>#B7)4]*7,[*]E;U;=?R_=\2E:2_\`VT?VP%T@```````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````#\7)TMPG/?U,/.+R6Y;VKD^*7+Y>'K8QX]U_JLF]379&1B4V\[=C?\`*+TI[/95I*Y6.5DUL1N2L6+-(@6* M_P""M^H=_-.[5_V!J_\`;0`_P5OU#OYIW:O^P-7_`+:`/S/Z5_U#H1E+^Y,[ M7E[8UE[8:_62E+VTK7TC&FT]92KZ?"GY:@*)[GZ3/U,]QL+^==\.>X*4G7VV M;==?J:TLV(>M+5JG_C?T^%*^M?3[95K7\H#J_P#!"_4M_F<]O_\`[NU/^VX! M_@A?J6_S.>W_`/\`=VI_VW`=KH_H[_4BV.VP)';.KP+U^-,W/OX&II#& MQH^L[TXT_2LO?>K"-:6X^GI6=:>OI3UK0#)7P3Z-/GYM\3!P<;HO%X=J,:Q: MQL;(Y3V!UYK+=FW:A;I&-S78O)]AOJ2]D_6LJXGI65)>M?=2M`%Z'77X?;OW M<2LW>T>[.K>"8MRY&MRQQ+7GI7W^ MM:QH!D7ZB^A#XA<&GBY_9.Z[([HV5KV5R,'<;NUPSB-Z=NL94G:T_#[6#R.U M[Y4K24;FZOPK'TI[:?&L@,J74_C[T?T5KOT9T]U/P+KFQ.S&QE9'%N-:S6[7 M90C[?26YWEK'KNMW>_,C3YF7D7[E:1I3W>E*>@%8```````````````````` M``````````!'<^K7X,^2G=/=FC[FZEXMG=F\7N<%T?$\S1ZK9:ZF]XIGZC9; M>]*WCZ;89F'?S=-M*[6F12YB?/E;R)7ZWHVX>R4@,2G^#J\W?YMW8W^PM?\` M[8`'^#J\W?YMW8W^PM?_`+8`.WT/TW/-#9[?`PMCX_<_U6OO7XTS=AD8FOC# M&Q8^L[TX_P"GY>Z]*$:QMQ]*TK.M/7TIZUH!?1K_``L\D=7@XFMP.DN78^'@ MX]K&QK,,;#I&W:LPI"%/_IGK*7I3UK6OQE7UK7XU`-:V?4?+N6<2/K M:M_&MJW6.967S+U?2-/3]SZ^OY`%Q-OQI[QLV[=JUU?R.W:M0C;MVX8^-&$+ M<(TC"$8TR/2D8QIZ4I^P`_?]S;WK_P`67)?^\8__`-I`/[FWO7_BRY+_`-XQ M_P#[2`]%QGQG[BGLH7]KUYOL?%Q/2]2W>LX_^F+U*_O5OT^?7UA&5/=+_(I3 M\H"L'\"G:O\`N'W?_>K/^C`'\"G:O^X?=_\`>K/^C`'\"G:O^X?=_P#>K/\` MHP#TW&.D>PXYWWS9\1VEFWB^V=FU=MVO6[?]?6$O2EVOYEGT]?\`/>G[8"I_ M\''.?]S6R_\`B6_]$`?6UUESN]+V0XWFTK7T^-V>+CQ^-:4I^??R+<*?&O[/ MPH`]_P`>Z+V^3=MWN29N/KL6DJ5N8F%.F7GW*4K3UM_-I3[IC^ZGV3I*[6G^ M9`7+:O5X&EP,?6:S'ABX6+#V6;,/6OIZUK*4I2E64YW)SE6LI5K6M:U]:@.P M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`?R4HPC*LI2E7TI2-*4^-0']`````````````````` M```````````````````````````````````````````````````````````` M'XEZ_:ZJ]]_X]OLO&E\V MQ<]L;U91]LZ1E0"&]XK_`(C7Z@W3O9NBVO>O86/Y']29&UP8BXQL-;R6SA1E7%AG7,S62N4]+F/2LZW(@;$#B?*-)S?B MW&N:<9S8;+C?+^/Z;E'']C:I6EO/TF_UV-MM5FVZ5^-(96!EV[E/7\D@'H`` M``1H/KQ_63[2\$-YP;QM\8J:35]W5\@V6AS+UV[L;63CX.%8A_I6[/,MW<8"QOZ!?U,O.;RY\Z-QU M=Y%^0/(.S>`V>B>P.6VN-[+C?`M1B6^1:KD?!,37;*%[C/%-)FQGBXVVR(1A M2[\KTNU]8U](^@$T,```$67\05W9]2/PSWO7/D5XP^1?,^)>.O-[&+P'F?$] M;Q;@.YPNO>S<&UEY6JV5<[=\,VFRLZ+L'26I4MTNW[D;&RU]^E9QIE8UJ@&% MSQ7_`!*GGWU#S/32\@MWQWRUM7J>MNOR_=&[:`GR]%=U]=^1W3_7?>G4^ZCR#KSM#B^NY7 MQ?95A2SD_L:;&NLQ]C+3V<:>]Y=RK96[5_(UG M#^-RS\:%WY,)Y6;E9-K'LTC&M_(Q@(578_X@OZK?:7*KF9Q_O?`ZUP=AGTCI M^!]5]6=>V=5A7LJ[6UCX.!F&^*'6G]V5V;O>S_(KEF%+G'8&1O=;QO57.$9/)+&+DZ[K3%Q.+ZC3Z M_P#_`.,UENU8S;E8WI7=M++G"[6Q*S&`%[@````"/+^)`\S]KXR^&7'>J^`< MCOZW4:O/UN7+$W>DZ_ZXS=7S/FG(-9>M3^9:O3W=O1ZF7K'VSQMK M?]*TE&GJ!EF\$_)K6>8OB+T)Y'ZZ6)'*[*X#K,[E.'@^E,74\^T\[_'.PM+8 MA[I3ACZCFVHS\>U[O24K-N$O3X@+M`````$=C\15YA>4/AQT=X\8>+.5_$O7;5+=+=RY2U/X MUC&OH!$K_P`.?]5W^>-S/_>7U-_)^`?X<_ZKO\\;F?\`O+ZF_D_`/\.?]5W^ M>-S/_>7U-_)^`?X<_P"J[_/&YG_O+ZF_D_`/\.?]5W^>-S/_`'E]3?R?@'^' M/^J[_/&YG_O+ZF_D_`5`ZQ_$#_5-Z]YEI^3;CR'AVAIL'*M3VW!.P>O^NLGC M7(L&-R,[VOS,GCW%>/\`)=9\VD?A?U^?B9$*_P"7K&LHR`V&7B5Y%\;\MO&O MICR0XIKKVFT_;O!M5RJNBR7[7@?8_$-]U5'$Y;J-9J-M MDZ?4[_L[BG&]Q.>+O=9M]93'S,7;_=I3N6)>VMZGMK&7I4!!A_PY_P!5W^>- MS/\`WE]3?R?@'^'/^J[_`#QN9_[R^IOY/P#_``Y_U7?YXW,_]Y?4W\GX!_AS M_JN_SQN9_P"\OJ;^3\`_PY_U7?YXW,_]Y?4W\GX!_AS_`*KO\\;F?^\OJ;^3 M\!VND^O)]6#1[;`VT/+??;2N#D1O2UN[Z\Z?VFIS[?I6-W$S\*_U][;N/D6I M5C6L90NV_7WVYPN1C.($[/Z2OGSD?48\/]%WEON/8/%^P^.-S/_>7U-_)^`?X<_ZKO\\; MF?\`O+ZF_D_`/\.?]5W^>-S/_>7U-_)^`?X<_P"J[_/&YG_O+ZF_D_`9E/HG M^5?U8_J$^4V)'G7E?SZ]XW=*2U?,N[,N'$.K\*SR/YUW)EQ'J[%S\7K^%^UE M\ZV.ON??*VKEB]9TN)FSM7K61]WK(";.```"B/DEWSP[Q?Z$[:\@^?QR[W$N MH^#[SFFUP=?\G]);>NKQ92U^AU=0;2=C!Q?FRA:^\9$/?*,?6M`- M>QWK^(@^IIVSSS9\DX-V_K^A>'3RLG]7NN>NN&\(V&OTVON3A2Q:V/).8<8W MW)N1[.EBS#YV1>OV[%;OOE8QL:$ZVZ`3[_!GF7*.QO";P\["YQNLWDO->=^+ M/C[S+E_(]E*$]CO^4RMGU9SG>>3_"^"[7D&JUG'=MD9G$]GU3W5 MO\[33Q^2Z?=X$+.1N.,X%^LX6HWJ2QZ4I.D:RI(#`9]-+\11Y71'(^MNNL/J_K7>XW&-9QO@.SQ;6VW> MMS+^TS*97(>)[C95GEW;<:UC6]6$?3\VE`&'#_#G_5=_GCZ5(TA&OMK7W5D!G9\.?Q0WC=VMLM7P[RTZXW M'C?O\V4,:'8?'\S-[#ZGOY<[M80EN+.)K,?F_#;5^MR$8U^Z;?%M^D[F1E6+ M=/4!)LX9S3B'8O%M%SC@'*./\UX9R?7V=KQSE?%=O@;[CV\UN1Z_)SM5N-9? MR<#/Q9UC6GOMW)4]U*T^VE:`/3`````````,(?X@3RXN>+?T\>P-'Q[:RUW8 MOD?G6NB.)5Q;\+>PQ='R3!S,WLO=6[5)PR8XF/P+`S-?]XM?'&S=KBU]:5E$ M!=5]*;RQAYG^!W07<^?L8;#G$.*VN`]J5^;6[E0[,Z^]O&>39N=2L8_(OAK=Q^-]B;3QKX[VIM^O\` MD7Z'U\(2RNW+.OW.7QW&GO>`;;7X^!G]>]3?P7]69O#N([6L;&-FYO([65=S]AM+^1 M'UGG;&Y2U[+%+5FR!EX`````````````````````````````````````89_Q M!?\`1#>7'_L$_P#>S=H?VV=9@-A>```"AODOX]]>>5G0_:'CUVIK M_P!(<([2XKF\396DNYUJQ>L:_DFFN1MYW&N7Z6 M.12EZ6BY;Q[*QMCAUE^?2QD1C.D;D91H!)<_#(_43IPCG.[\`.U>01L\4[&R M]CS+QZS=GDRCCZ7L.UCW,WF/7=F_?G*SCXG.=;C5V6NLTK9MTVN'DVX4NY.R MA$!.!``'G.8Q>_4OIOBV M5EFSLN.8-*WJ5CDXW6N'?L; MW)I#TK;S[FKI+W6KEV-0-@>``````-:=]?CRXGY3_40[+U6EV7WWKOQTA7H3 MA<;-ZD\/(V/$<_,N]C;J$;?[QE[[\*>2[./WG49%COSJK%ORI6=W6["6MXEVGJ[%RY2/LM:_81T.;8QX5 ME69: MUO*N&F>/9^78QZRK6U:R?S*P]M:QI M7UH!&0`3+>M/PJ_`.?\`7'7_`#N]YG*#;R9=D6)9$,26;6W2Y6$*SI'U]M/7T`>V_Q2KKS^>YS/\`YC='_*:`?XI5 MUY_/5LTC'(N^ZENDO6E:^E`+IP'@>T^K^!=U]<\T MZE[1XU@A"[:G"Y",J`19>7_A-ND-AR/:YO!_+SL[BW%LG+O7M1H.1=:<8YCMM7B7+ MLYVL/*Y'A@?''O\`[VP_,#EO)LOI3I/M7MO%XWD].:?5X_(,CKC@F^YC8TE_ M9VNP\V[KK.VNZ:EB=^-F]*S&Y6=(3K3VU`B$`)4O@3^'(X7YG>(O2WDWL_*O ME'`<[MC2;S;Y'$,'J;4\@Q-)+4-BSN,CGFIO9T;]O1TO5E+'M>VMRL M?2OIZU`N^_Q2KKS^>YS/_F-T?\IH!_BE77G\]SF?_,;H_P"4T!G9^E[].[6? M3/Z(YET5I>UL[MW6O3P=+RGKOB?-MKA69W9RM6+N_UF[X-CYG MR;5:1]WW"W65:>M?M]`'E?\`%*NO/Y[G,_\`F-T?\IH!_BE77G\]SF?_`#&Z M/^4T`_Q2KKS^>YS/_F-T?\IH#!=]7#Z:W1WTT.1];=8\5\E.0=W=P#<$I/(P--M-MG8?+^0Y%S;CAXORH>F-A7KMRL:3L?, M`Q.]?#/$/I\^)_`NA]'3`V',96J]P\.G(]G;NSA;O7-/JK>+9UFKC.,9QUN#8]]/FUN2D!?T```#$U]<_ M^BB\QO[#.%_QL]?@-8(`VRGTY/Z/3P/_`+S/Q?\`XD>#@+S````1F_Q5?]'I MTY_?F=>_Q(^1`"!MUQ_PA\#_`+,^+_U\P0&XM``````````%-.YNUN)=$]2= MF=T\\RI87#.J>"*Z?B>ES-WFX^%;N3A'(V.9:PZV<:S2ONO9 M$X6X^LI4I4#4@=Z]P\N\@^Y^T^\N>9/WGF';//>4<^W]8SE.QC9_)MOE;26N MP:2I&EG6:JWD1QL6U&,86<:S"$8QC&E*`;);Z'GEK7RY^G;TSO\`=;3])=B= M0XMWH?LJ5W(GDYUS>=7*.T^* M\>X+T_<[`U&9U1N^):/VM?6M)4IZ5`L=[^_">\KU^MS=KXQ>5.GY+L;493Q.$]V<-R., M4OPMVJSK"/8/"\OD-FYEW[E/;;MSX_CVJ5K3WWHT]:T`C">3_B)Y&>&G84^L M?)'JWD/6G)[EJ_EZ>>RACYO'N5:RQ>I8GN.'\JU5_.X[RC51NRC&=W"R;WR+ ME?EWJ6[M)0H!?9]*/ZMW<'TX>S,'5YV;N^?^+_*]K;CV9T_>SYWK>J^^7;5O M*Y_UM;R[OW31(!LK^N.Q.%]NME.6%N>/[[!L['69UJ-V%N_9K=QK\??:NPA>LS]87(Q MG&4:`>T```````!KO?Q*'EQ7O[SM_@3X_LIY7`?%#CGZA6K=N].Y@Y7:'*HZ M_D79VTQX2I#Y5["^7JM%?C6/K3(T=RM)2A*-0%W?X5ORTKQ7MKNOPSY)MHVM M-VIIX]Q]9863>C"U'L#AF)CZGG>NUUKUI*_LN3\%IB9ERGI7VX_&I5IZ?'U` MG#@```MFY3XJ=>":S6<:TFYUEK'PMA*.=;V&PV M<`````````` M```````````````````````````89_Q!?]$-YNREZ4]*>Z5:_;6H#V'X7S^DFWO][-VA_;9UF`V%X````",% M^)-^G/\`P]=&87FAU;Q_[SVUX[Z6_C=G8NLQ??G\QZ*C>O;#-V>12WZSR,WJ M?/OWMC&OI'TT^7L)7)2^[V(4`@?<1Y;R7@7*^-E?E9>OV&+;NVZ^E:4E"GK2H#:;_3$\Y^-?4%\1>O MN\\">#A\[Q;5>$]S\7PY>E.+=J\=Q,.G(;-JQ\:V-/R''RL?<:V/NN>S7["S M;G.MZW=I$#(.`B,_B;OJ*0X=PO3?3\ZLW_LY5S_%U'-_(7-U>76-_2<"MY%, M[AO7.7=QZUK8S>:['%AM<^Q6=N]'58N+&<9XVRKZ@0X.ANDNP?)'N7K?HGJO M42W?8':7*]9Q+C>#6LH8UO*V%W_3.SV>1&%S[EI-'K[=[-S\FM*PQL+'NW9? MFPJ`VM'AMXK=>^%?C=U?XX=:VHW-'U[H;>-L]]9:;F%J M5S_QER3>Y%[(K"L[D<:S*WCVZ_)LVXT`N=`````60?4>\K<3PK\*^^_(7[SB MV>2\4X9DZKKG'RHQO1S^T.77;7%^OL>N%6DIY^+B\FVN/EYEN-*UI@8U^<86N[$LX\+E^> M;UARR%SB_8=B&';E&F;EX_%=MDY.';EZQIG8]B?VQI6@&U]Q,O%S\7&SL')Q M\W"S<>SEX>9B7K>3BY>+DVXWL?)QLBS*=F_CW[,Z3A.%:QE&M*TK6E0'(``` M````!@T_$9_T47>/]F?27\;/$P&MJ`;?KQR_ZO70_P#R,]7_`-I&C`5F```` M`````69_4;_H]//#^\S\H/XD><`-36`V??T,/Z*+PY_L,YI_&SV``RR@```` M`````````````"V[RY\H>M_#3QX[-\C.T\N-KC'7>ANYV/JK>1#'V7+>2YR/*SO/LKR"[: MVTMMSKLWDN7O]I*-9_+=J!,H`````8FOKG_P!%%YC?V&<+_C9Z_`:P0!ME M/IR?T>G@?_>9^+_\2/!P%Y@```(S?XJO^CTZ<_OS.O?XD?(@!`VZX_X0^!_V M9\7_`*^8(#<6@`````````",/^*`\NJ=4>)_!_%CC6TEC\O\E^41V?*[6+?E M#(QNI>M,W7;G86U-FU64J0R<;"S;5:3C[Z4`@+@).GX7[RU MIU1Y;ZEC-QIW<7)C2:N-[TO5TO*=%D8VRPJSI&L<%YYLLS%Y MOH,6W\(V-9Q[G$;&?#[93O\`(KWQI2,:`):```````MS\NO(CCOB9XR]V^1O M*8V;VLZEZ_W?*,;7W[GRH;WD4;4<#B'&8W*3M>R_RGEN=A:ZW7W1]+F5'XT^ MT!J4>:\QY%V'S+EO/^8;*]N>6\YY-ON8\HW&37UR-MR+DVUR]UN]E?K^6]G; M/-NW9_U4Z@*Q^)'D-R+Q/\F>D?(SB]RZD[#T'*\K`Q+M+%W>\, MZ'F'%]QC5K7'VW'>3:K$W6DV5BM?C6SG:S-M78?U,Z`/3``````````````` M`````````````````````````````PS_`(@O^B&\N/\`V"?^\YTN`UFX#;C^ M%?\`U-_$O^]FZ'_BLXJ`N9```!KG?Q+?]*%RK_D9Z@_K1L`'L_POG])-O?[V M;M#^VSK,!L+P````'$S\#`VN!FZO:86)LM9LL3)P-CKL_&LYF!GX&99GCY>% MFXF1"YCY6)E8]R5NY;N1E"<)5C*E:5K0!K"_K'_3XS?I[^7W).'<>P,NG1?: M,._D+>U/7_:<ETD?:FZN[_`+`[1Y7M.6\EV,ZRI9IE[&]ZV-;KK$I3C@:328,+ M6%@8L*TM8F%CVK-NE(6XTH!,Z_#+_3IKUWU[M_/OM311M\R[5UN?Q+H+!V-B M-RY]M<#[G@W:4MW8Z;$N7(2GC[,!+.``````$* M;\53Y=4VO*>C?";B^U]^)Q;&EWKVOC8UV$[5>0[FQL>-=9:;,K;E\RSFZG02 MV^PNV)_FSL[;#N^GK2-0$:GPH\0.R?.;O_0^/?5E-<[Y)7:["U>GI M]1B\-XAN.0V;FXO6:5KAXFXW&%B:JW>E^;'+V%FE?M`6L9N%FZS-R]=L<3*U M^PU^5D86?@9N/=QK<;=[2>Q["\?KU_H'F\LF[.>9?L<+PL"_P#:W*WO7(R89W7&S MU5JYDRK/[QGXN5^=6<9TB!FD```````!@T_$9_T47>/]F?27\;/$P&MJ`;?K MQR_ZO70__(SU?_:1HP%9@````````%F?U&_Z/3SP_O,_*#^)'G`#4U@-GW]# M#^BB\.?[#.:?QL]@`,LH``````````````````U['XB3ZDU?*SR&CXO]6;^F M;T%XV;[/Q-KF:W)C>U?8?=EFUD:GDG(HWK%ZYC[#3\$Q[U_2ZN=(TI6_/8WX M3N6[F?I*S'>\@RLK'U.KI6%VE,_.MW;EN5BU>E$#:8\&X1Q/K3A?$^N^!:'7\6X M1P7CFEXCQ'C6JM5LZW0\;X[KL?4Z748-N4ISCBZ_7XMNU#W2E*M(^LJUKZUJ M!ZD````!B:^N?_11>8W]AG"_XV>OP&L$`;93ZBNKYV[GS<6[Q?K?-V&%MMSAW8SE M:OX7*N=YFXVN-99C*E:P]:@6J]7^&?:W;'B;Y(^7O&L6,^O/&CDO5 MN@Y7:G9N7,K;0[%V.PU6PRM/6S6TC>K*D;4P%$NE. MVN6]#=O]8]U\$RY87,>J>=\6Y_QV]\RY;M7-IQ;YL8.=\B=RW9V>NIEUQ\JUZ^ZSDVIVY4I*-:4`J>``````-<[^);_I0 MN5?\C/4']:-@`N9_"C?]2```#7J_BA^%Z7BWU(^-[S56 M(VL[LGQAZPYIR2Y2-(URMU@\S[2Z[L7Y5I7UG*/'>`X%KUK\?2W2GY`'2_AC M.1;#2?4Q_1F%*,<;F'CWVMQW;TK[O6>OQ=CPSEMN,?2M*>ZFUXMBU^/K3TI7 M\OI4!L1``````!$6_%3>7%..];=)>%?&ME"&V[%V=>[.T<>Q>A3)L\)XKDYV MAZ\U.79K[ZSU_)N8_I'.K7TA*%_CMKTK6,IT`1'/#[QCYKYD^2O4?C7P"]:P MN0=I'QKC^!AY6[Y9RK.QL;]]OXG&N,:S+S9VZ5A6[\BENDH MUE2M`*)\WX;R/KGFG+^O>8ZV[IN7<$Y1O^&\IU%^L97M5R/B^VR])O-;>E"L MH2NX.SP;MJ5:5K2M8_`!L)OPVOEG7R`\",?I[?[*6;SSQ1Y+/K?+C?O1NYM_ MK;D?W[DG5FQO1C&%+&)AXD=CH<6'IZ_(T%*UK6M:U`2$@``````````````` M````````````````````````````89_Q!?\`1#>7'_L$_P#>MSK$[.1CWH0NV;L)0G&DJ5H`N&_PC?T]/Y^'AG__`#0=(_\`KP`? MX1OZ>G\_#PS_`/YH.D?_`%X`/\(W]/3^?AX9_P#\T'2/_KP`@4_B$.V.K.Z? MJ-K.U6M*2I2M0%<_POG])-O?[V;M#^VSK,!L+P`````!BY^KO]/_6? M4+\0>6=<:G"P(=T\#E?[#Z'WF5+'Q96.=:O"O0O\3R]C>I&N-H.P-56YKUDSQPMCK-IKLF MYAY^OS\/(A;OXF;A9=F=N[:G&,[57U,_(3RY\9_%GQA[*V, MY\2\:-%EX%_:QVF7F;'M/>XOWC2<*Y7S*W?M0C+;<&Z]E;TV+.L\B]?N72X7S;'Z#ZRT69C?I37X MN?"$XXG(.8Y=ZUJ-;+TG*UD9?WBL)6L>]6(&TFXUQO0\-XYQ_B'%=3@Z#B_% M=)JN-\;T6KL0Q=9I=#H\"QJ]/J==BVZ4MXV#K=?BV[-FW'X0MPI2GPH`[L`` M``!T7*.3:'A?&N1ZS92AA:C0Z'`R-IN-IERA&QRK%SM3L#<;S2:W,N4NY&B MX;BRMZ?@G&[MR,I0N3XYPS6X&#*4?2,Y6*RI2GKZ`)<7X5WQ%IQ?JON?S2Y- MK)6]QV?M:].=79.38E"Y;X'P_,Q]KSW;X%ZOYF1@\FYO'$P95I\;=_C=R/\` MEJ@,$_U]O$ROBU]17M#8:76RP>OO(:U;[^X9*U9C#"M9W,\_.M=AZFS.S*N/ M;NX/8N!LK\<>-+6G\"?FSN_'OD&P^[\*\JN)3T6 M!;O7_E8N+VKUY8VO)^$Y4Y7/=:A^E=!>WFKC"E(SR,W-Q(^ZM8QA(#8.```` M````P:?B,_Z*+O'^S/I+^-GB8#6U`-OUXY?]7KH?_D9ZO_M(T8"LP``````` M`"S/ZC?]'IYX?WF?E!_$CS@!J:P&S[^AA_11>'/]AG-/XV>P`&64```````` M````````!@S^N[]26/@GXN9'".M^01P?)3R#Q-MQ+KFNORZ0W/`N*4L4QN9] MJUI:G&_@9&HQLJ.#IKM:PG+<94+]JER&%DQB!K=<;&S=GFV,/#L96PV&PRK6 M-BXN-:NY6;FYN5=C:L6+%BU&Y?RG@ M?_>9^+_\2/!P%Y@```(S?XJO^CTZ<_OS.O?XD?(@!`VZX_X0^!_V9\7_`*^8 M(#<6@````````,;_`-6CRVCX6^!7>_<&MV4==SW8\=GUKU/*&13'S:]E]AV[ MV@T.QUM?6E;V7Q+#O9>^E;I6E96-5<`:K\!LW/IN_3QXIU%]*?C/B5VEQ_[O MLN_^K^5<@\@,*>/"WM(1I;=R M-:UI2=0-;KW?U%RWH+N+M#I'G>/'&YAU1SOE'`>0QMQN1Q[VRXOM\O4WL[!K M=C&=W6[&F-3(QKGIZ7<>["=/6DJ5`3E_POGEI_"KXE<[\7.0[#YW*O&;EOZ1 MXO:R+_K?R>JNT\W;[[7V<>-WUO97ZO1?][->_C3Z^`3R0```:V+ M\0[Y":7OSZFG9>%QO-Q]GHNAN(\2Z`QMEBWZ7[&3MN(7MUR;FF+&L92I;NZ+ MGW-MKK+L?_GL*=?R@+L_PKO5&?RGS=[@[9N84KO'^I_'[::F6?\`+I..'R[L MGF'&<+C]BMR5J<;4LSC7&=]6GME"Y7Y5:4]8^^@"?4`````^5^_9QK-[)R;U MK'Q\>UGW']-:G6QVF1:I2E M/ON??E7UE*5:@2'/PJOB+7/W_>GFWR?61EBZ''CT+U/?R;$9QEN=E;UG*>T- MWA_-])X^1K-1^A=?8R+=)4N6]CG6?='V3C("P7\2=XF_P!>>D^Y=#KON?!/* M[C,>PL:=JGMQ+/9?%J:_C7:&NL1E65R5[*N3U>\R)5K6-SI'TC&D8@4\_ M#R>65/&KZA_">&[W9?<^`^3FLN]&[^W>OPMX=GEVWS,?9=6;3Y=RY:MW-A/F MN%9T]JM9>L+.ZO\`MI*5:4J!LBP````````````````````````````````` M``````````89_P`07_1#>7'_`+!/_>K\WNM-1#'ZT\AM[72]JX>%;A#'XQWE M#77\ZFYE8A"W2UA=I:767\V@&8P``````1_?Q'OEK+QW\`]IU3Q[:RP.?>5F^_@JP(X]RMO.L] M<:VUC[WMC86_WVW2>#FZ?[IH,NE8W/6UR#T]M/7WP`UY?!>% MKO;OF//N5<>X5Q/2XWM^\;?DO*=OB:+1:NQ[JTC\[8;3/M6H>M:4]TZ`-MOX MJ^/_`!CQ6\<>E_'?B%+,]+U)U_H.(_?K&/3%IO-QAXM+W)N37L>/K2WF\JY+ MD9>RR/V;^5.OY0&#K\33XG?PU>$FC\@>/:K[WS7Q8YA;WN?D6+/SV,9SG$"`WUEV)RKJ'L?@7:W!MA M+5<`-36` MV??T,/Z*+PY_L,YI_&SV``RR@```````````````IYVUVIP3H[K'GG,]?];<6W/,>6[S+KZPP=-H\*[FY7R+,:_-S=ADTMTLXN+:I*_EY-RW9M1E< MG&-0-5M]07S1YUY\>4W8_D/S*N7@:W=YWZ$ZWXAD9$KUC@76&DNW['#^*X\: M7KV-#+M8=R67LKEGVVLO;Y>7DQC&E[VT`S7_`(;?Z;D>^^YLKS5[8T$M8>RYN,G#]DY?=#@ M+S````1F_P`57_1Z=.?WYG7O\2/D0`@;=9'U!ND>`;K6_I+KO@6SEW1VK:N M6:W\.]PKK;)PMI:TNQMTK'W:_F'+;VKTE_TE&4;.RG*-?6-`&T1`0&/Q0GB9 M3JORTX#Y1\=ULR;N1=A9PK6 M@[(SM;C:':9N1=K\G#PN/=@X&FV&3?EZ?+Q,:]2M:1E*H#9W``````#7._B6 M_P"E"Y5_R,]0?UHV`"YG\*-_UR/(O^]FO?QI]?`)Y(``CO\`U<_KJ=->(/"N M6]+>-?,-%VGY8[K7Y^DM9O&,K7 M5/(RLO)OW*W,G,SL[,ORG.&&NEV)J):GO+ MOW98/:G9^NRL;Y&TXIA7=7;Q>"==;'W0MWXY?$]'=N9&98N4]V+M]IFV:5K& M%)5`S4@````,-?UX?+;^Y/\`IV=KW-)LX8'8G>_R^@N`QA>]F;:ESO!SZR,F_TMCW5C&E94`UPVDW6UXWN=1R+0[#*U.\T M.SP-UIMIA7:VDI6 M;<)>GQ`7:``````````````````````````````````````````##/\`B"_Z M(;RX_P#8)_[SG2X#6;@-IYX?^'_B5O/$KQTV>PZTXSEY^QV.?E\9NY6;G9N5=G=O7KLY7+ER592K6M:U`7%_W%?AO M_-+\9O\`F'ZL_P#54`_N*_#?^:7XS?\`,/U9_P"JH!_<5^&_\TOQF_YA^K/_ M`%5`0!OQ$?7O`>L?J2_WLW:']MG68#87@``````` MCG?B@_Z-G1?WS/5_]J?9@#7H`-S````````#6[_B'/+:7DM]0KF?"-'L_OO7 MOC!KZ=(\>LV;UNYAW>8ZW*N;#M?:^RW.[&WL*9I\O3Z#>YVRSM M'OX3L<:GL;F=8MPLQG]^L8\_?2,)1D!**_QM7KS^9'S/_GRT?\F0#PW9_P"* M0Z2[@ZWY_P!3\Z\%.9[3A79G#.3<"Y9KJ=YZ",LWCO+=-F:'M`$-B[\OYESY/O^3[Y_*^;[?F?+]U?9\SV_F^_V^GKZ M?#U`3M?PM'EG3GWCIVMXB\CV<;G(>AN4?KYP#&OWI5O7NL>RLO(O[C`P;%8U MI7'XOV%8RLC(N>ZGQY!9C2/P]:@2J``````!@T_$9_T47>/]F?27\;/$P&MJ M`;?KQR_ZO70__(SU?_:1HP%9@````````%F?U&_Z/3SP_O,_*#^)'G`#4U@- MGW]##^BB\.?[#.:?QL]@`,LH```````````````(1?XF7ZDW7'VW#>LKT[<(QOX/";7RMOL84G=M7-M?Q+!_P#>9^+_`/$C MP8```",W^*K_H].G/[\SKW^)'R(`0-NN/^$/@?]F?%_Z^8(#<6@`````` M`\/V9V)Q7J+KGGO:O.=A'5<,ZVX=R7G?*]E*MJGW+CO$]/F;W<9$*7[MBU.[ M;P,&Y6$93C24O2GK3U`:D3R2[SY7Y-=^]O\`D!S:OMY+VYV!R7G&?B1O3OV- M19W6QO9&LX]@W;E*7):SC>I^1@8M)?&.-C0I7[`&4KZ0?U5NJ/I@6.Y=WO/' M#?=R=C=L7>,ZJURO7]@ZKB-GC?"N-0SLNG'L+$S.'<@RI7=UO=E+)S;E+\+= MZF)B1]E*V?=(#-9_C:O7G\R/F?\`SY:/^3(!CJ^J%]=7I_ZD'B[G]"9GB9R; M@/*]=S/BO/>ONP,WM34O(\O`CN M+$*RE*F)L;-:_&OI0#(.`````USOXEO^E"Y5_P`C/4']:-@`QH>$OGKY!_3] MY]RSLKQVV/%=;R?FG#Y<'W=WEG&<;E&'5>L0Q\K](:>S7YE M*UK[*5C^4!DES?Q*GU1\K%OX]CF_46NNW85A;SL+I[CD\K&E6M/WVQ#87<_" ME.GI_P!TLW(_M`+&>_OJP_43\FM;FZ/MWRN[.V/&ME&5K8\5X?DZGJWBVRQ) M6JV?N&WX_P!7ZKAVKW>!\NOQM9MK(C.5*3G[KGYP"RKK?K'L;N+F.HZ]ZHX+ MRWL?G._O?(TW$N$Z#9\EY!L9TK3WRQ]7J<;*RY6;$:^Z[U.-[%Y=S7;8F M1FZ/E?86ON4I77XN)+(U>FNQIE1OY696Q+``E7``````#7S_`(FGRXGW7YJZ M3QUX]LOO'!_%7BT=-L+5B]2[BYG;'86-JN2\URZ7+7MMWOT1Q^UI-7\N?OEB MYN'F1I*E;DXT`PJ^&'=?7_C?Y0],=]=F]-WM[R/ MCMC(S^&7+NXS-7NL>QB:7EUK"S[UN6+=IDV\6MFOMIO/YD?,_ M^?+1_P`F0#JM[^*ZZEY-I-QQOD'@ERC<:'D&JV&CW>HS^[-#D8&TU&VQ+V!L MM=FX\^LJPOXF=A9$[5R%?A*$JTK]H"&3R&]H\GD&\R.,8.=J^-Y&XV=[CVLV MF;;V.SUVCNYM^>IP=CL+-C%M9^=B8$K=N]>C:MQNW(UE2,:5]*`3,OPJ/EE] M]TG?OA5R38^N1I;]CO[JW&O5]TI:K87-7P_M+6VKLZ1I:L:_9_H#,Q\>-95G M/.S+M(Q]LZR`F+``````````````````````````````````````````##/^ M(+_HAO+C_P!@G_O.=+@-9N`VX_A7_P!3?Q+_`+V;H?\`BLXJ`N9```!KG?Q+ M?]*%RK_D9Z@_K1L`'L_POG])-O?[V;M#^VSK,!L+P```````1SOQ0?\`1LZ+ M^^9ZO_M3[,`:]`!N8``````!:%Y[^4&L\-/#_OOR/SY8\\_KK@F?>XA@Y-*2 ML[?L3?W;L-?DY/6_,^86M-ETQ,Z%RQ#.KC2RX0NUL?,I8O?+`K M)]'#RUIX;?4%Z,[(V^T_1?7W,=MQ-1UOSI7V:SB M'*;6JW]WT]*RIJ:4^RM0&T>``````\1G_`$47>/\`9GTE_&SQ,!K:@&WZ M\<`-36`V?? MT,/Z*+PY_L,YI_&SV``RR@`````````````#&9]6+Z@6@^G=XE\K[3LW\'+[ M=Y?*_P`#Z(XQEPADTVW86SP;]RWO<_!K27SN-<&U\+FTSZSI&S>K9LX=9PNY MEGU`U=G).1[[F'(=]RWE.WV'(.3\IW6TY'R/?;;*NYNUW>^W>=?V>WV^SS+\ MIWLO8;+895R]>NSK65RY.LJU]:@-@?\`AV_IN?W*7CO/R=[2X_\`7K=MSK(A9W6UM>_P"-F&MLW(6[^+=I M4"1N`````````Q-?7/\`Z*+S&_L,X7_&SU^`U@@#;*?3D_H]/`_^\S\7_P") M'@X"\P```$9O\57_`$>G3G]^9U[_`!(^1`"!MUQ_PA\#_LSXO_7S!`;BT``` M````$;#\37Y=5Z5\,>/^.7&]G'&YMY3\H_1>XM8]^,,S$ZEZ^OZSD/+K_P"] M^Z_CTWG)+VFUOI+V0RL.]FP]TJ0G&H$"GJ_K+G?='8W!^I>L..9?+NP^Q^4: M7AO#.-85[#QK^XY%O\ZSKM9AUS=EDX6KUN//)OTK>RLN_8Q,6S25Z_=MVH3G M$#*[_B^GU>?YH_\`T]^,?\M`!_B^GU>?YH__`$]^,?\`+0`?XOI]7G^:/_T] M^,?\M`#&[Y'^,_>/B/VMN.DO(?@>5USV;HM?I=ML>.7]SQOD=JFMY#K;&VU& M=A;_`(?N>0\:VN+E8>13UGB9E^EJ]&Y9N>R]:N6X`23Q_!N;.?$N(W-KA:2?)MMB8WOS;6BQ=GLK%O(RHVY6<6EV,[TH0_.` M4\`25/HK>*7T=/,7)TW7/D/>[CL^4]CYTI]7<[[7P^,]2]LV87KDX7^JMGP+ MCW!N80V=C#A&N5H*OC?XM:"YQGQXZ3ZYZBU M>3"W#8SX9QG7ZW;[RMJD*6[W).1?*N\AY-E0C;C2E[8963=](QI[O2E/0"OX M``````H;Y,][\6\8?'WN+R"YI.'ZO=2=?\CYIDXLKOR9[?-U6!=EI>.XMSVR MI'8_W9_(N5[?,WFXRJ4N3NSA"]GYURL8^ZOLCZ1]?2@#(UU!]$_ZG??'6/"> MX^K/&#+Y#USV-H<3E'#-_F]L]$\4O;OC^PI*6OVT-#S#M#0_&/^6@`_P`7T^KS_-'_`.GOQC_E MH`6P^57TO?.SPEX+I.S/)SH;+ZVX+R'E&/PO5\CM<_ZIYQAW.3YFLV>XQ-5E MV^N>=/Q7;9.3AVY>L:9V/8G]L:5H! MM?<3+Q<_%QL[!R'F8EZWDXN7BY-N-['R<;(LRG9OX]^S.DX3A6 ML91K2M*UI4!R`````````````````````````````````````````&&?\07_ M`$0WEQ_[!/\`WG.EP&LW`;S=#_Q6<5`7,@```USOXEO^E"Y5 M_P`C/4']:-@`]G^%\_I)M[_>S=H?VV=9@-A>```````".=^*#_HV=%_?,]7_ M`-J?9@#7H`-S```````(:'XJORY^'1/A)QG8_;[N_>UK5BY_YUXGU=I+\K4_ M_/F?DX]VG^H+U*?N:@(XGTR/$C)\V_-SHKH2]B7LCAVUY39Y5VG?M1O1MX?5 M?":?K'S>%W*L5I+7WM[J\']$X=^OYL-AL<>GI7U]*@;63&QL?#Q[&'AV+.+B M8MFUC8N+C6H6,?&Q[$(VK%BQ8M1C:LV;-J-(PA&E(QC2E*4]`'V``&*_ZSGB M+7S*^GUW9P'3ZR.S[%X!K8]U=46X6(Y&;NW)1A;MPK*5:4I6H#6!?5^^H9MOJ(>6O(N=:C,S;71O7'W[@/06@R87 M,;Y7#L7+I+8\SS\.Y&U*UR#L7:V/TC?^9"-_'P_N>%.L_N<9U`K[]!_Z;MSS MH\I<7G?8NAGF>-WCSFZ?E_8=<[&E+4\ZY=2_7+X5U9&5R-;.=8VN5B2SMQ:I M2<(ZC%G8NUMSS<:4@-DA&,81C"$8QA&-(QC&E(QC&-/2,8QIZ4I&E*?"@#^@ M````````,37US_Z*+S&_L,X7_&SU^`U@@#;*?3D_H]/`_P#O,_%_^)'@X"\P M```$9O\`%5_T>G3G]^9U[_$CY$`(&W7'_"'P/^S/B_\`7S!`;BT```````&L MN^NWY=5\M?J(=L7]+M?TCUQT5.G077E+%V<\"]8X'G["'-MWC^V7W3*_3O8N M;M;EG,MQ_P!,ZVWAT]TX6[=0%_GX7CQ!CVAY/]@^6?*-3]XXKXX<CZ2I"5`)ZH```(AGX MJ;Q%ION`](^:W&-5[]GP385Z1[5RL>U"MV?#^29.;ONN-QFSI&,K>%H.62V6 M!*=93K*]O<>-*4I&M0$2+Q`\B=]XF>3W1WD;QR.5>S>I>P]%R?.U^'-*5(RKCY^NS+=V%:TI7VSH`]"```# M7._B6_Z4+E7_`",]0?UHV`"Y3\*98LY/F%Y(XV39M9&/D>,.58OV+]N%VS?L MW>T.O[=VS>M7*2A45^ M];[G7C%KZ6,#1<@E7YF3LMQTM&HW&JS\ M?TK&5+=ZQ>A_E91^`$POZ2?XB^[C1XUXZ_4.Y'=R;5)8.AX+Y1YM*2R+-OTM MXF#J^\ZPI[LJ,*>V'ZU0I6[6GI_BG?+B'"^C>H?#;C>SC#?]T;Z/:?9&)8N6ZWK'6O7^=\GB6NV-F%CX1O?JQPK5Y^?[)5C&?W?VUE'U]:`;:#B?%M!P;BW M&N$\4U>+I.+:OA/WUT!3%LW^4M/RTK3\@#V/X7S^DFWO][-VA_; M9UF`V%X```````(YWXH/^C9T7]\SU?\`VI]F`->@`W,`````#KMQM]7Q[4;3 M?[S88FITFCUV=M]QM<^_;Q<#6:O6XUW-V&PS^_(_/ED0P.Q>=Y]WA^#E4K&]J.N]!9Q^,==:>];]MN M$L@);`````#5 MM_6'\1:>%_G_`-X=8ZC5?HKKSEFVCW!U)9M6H6,&'7G9&1F[;$U6JM0C"L=9 MPWDEK9\?M>ZGNK34UK6LO7W5`R]?A8_+.O!^_P#MWP_Y'LI0T7>/&J=D==8M M^]&EFSV3UMA9$N2Z[78_MI*>7RGKN]=R\B=:UI&UQJW2E*>M:U`G5`````,& MGXC/^BB[Q_LSZ2_C9XF`UM0#;]>.7_5ZZ'_Y&>K_`.TC1@*S`````````+,_ MJ-_T>GGA_>9^4'\2/.`&IK`;/OZ&']%%X<_V&`>.O`?"?E^UO:' M'N[GGO-9=Q<>UV?V'V-NHV;W*>89^/;ZUO7+-K)OVH8N!CW+M^Y@ZK%Q<6MV M[\GYD@+S?\;5Z\_F1\S_`.?+1_R9`'^-J]>?S(^9_P#/EH_Y,@#_`!M7KS^9 M'S/_`)\M'_)D`YNN_%I=67V639IZ5K7U^'I4"0CX'?4$\>/J(]2Y?:O0>XVUN?']G:T//N` M!?U^XPX2O8&PPLG*P,R-N[;C=IDXV58L` M7O@```Q-?7/_`**+S&_L,X7_`!L]?@-8(`VS_P!/3`R]7X!^#FLS[,L;.UWA M]XT8&;CRE"4K&7B=+\*Q\FS*5N4[G3G]^9U[_`!(^1`"`]QG;QT'(^/[Z=B63#2;O5;>6-&Y2U+(CK<^QF2L1 MNUC.EN5VEGVTE6-?3U]?2H":1_C:O7G\R/F?_/EH_P"3(`_QM7KS^9'S/_GR MT?\`)D`?XVKUY_,CYG_SY:/^3(!D?^E_]<7BOU,._>7]$Z/QVY!U'E\3Z?W_ M`&WQ]=S#'SR;O/(7Z7ZWI1C'&K#V5K.DH M@9W@%@OU/?+/'\*?![OGO?'S[6%S+6\4O<3ZMA*MJM_)[2YO+]6N%7,;&O5] MN;'1;+/_`$MDVJ>M:X.OOR^R-0&J:\.Y%UYS+EO`.8:V]IN6\&Y-ON'*7:G(NF._.`[KKWL#C5[VY6KVMJ$\398$YSCA[[CFXQ97M M5R3CFSC;K+&S\*]>QKU*5I2?NC*-`,LOTI/K@]U?3\V.EZJ[)CNNY?$Z_L/; MF\#NYD+W,NL+.=?K/.W/46RV>3:Q;%B%Z[+)O1Z?)C9VO'.1 MZR5RDV495`K>``/Y*481E.?5E\M?[M'SU[Y[CU>RGL>!8G(_P"#GJ>M+GS,2/6O7E)<4ZR5;6FM?P M#=2WLK&I6U799]K5\G[0W^%6]&DH9&#KJZ?6X^39]:2AF["Q65*TG$!-'``` M``:TSZ^WB+7Q5^H=V3L]'K(X'7'D3:IWSPC[O8C:P<7/Y9G9EGL726JVO3'M M7==V#AY^3#'A&%,?`S\2GMI&L:R`N9_#*^6=.E/-G>^/?(=E'%X7Y4<1EI-= M:R+TK6+8[6Z]M;/DW"?\`CSF6ZX]QO!^X\;X]F9/^FSPQU7!]-UQR;FV)3D&=8I*U:O[2YB8F-67SI4O^REBZ!L%^-<=TW#^ M.5Q[D&5Z:;63T9SSAUCD/\*'3/,/?R/=9WA%JNH?&K@'\)'8F-WGP/F- M_CWZU<)X?[..:7CW.<'9[']+<]Y)Q;1R^[96XQH_)IDUOS^9ZPA*D95B!'(\ M`?PW/E]R'O?A7*O-'BG'^E>EN#]=Y78O;G)CUE3R97-M&Y2U.U;O5B!#O\9OPT'U`NS^>:W"\AM+Q+QHZVQ=AC3Y+O]ISO M@G8_+LW44G;EEVN%\=ZRY)R[696VNPE6%NNTS];8MUI6=:W/;&W<`GL]"='] M>>-?376_0_5&IGI>O>K>+:[B?&L._=AD9UW%P82ED[3;9=NSCPS][O-A=O9N M?D_+A]YS<3V/&^4:KK;R&ZJM;6QU M[S;7D\:WVAW$K63L>!\ZCJ[=[:V])>V.-;R/>CDW[< MP(K'1'T5?K)>)/DUU7W=UYXV:?F&SZ8[(XYS'7;;CW>_0F#H^5X&FV-F[M]1 M:ARSLCC7(+.JY-I:Y&!?IDX&->^1DS_-C7TK0#8:XEZYDXN-D7L3(P+U_'LW MKN#ERQ9Y6%1C2E6$ZV;UVU64:^RNX],RFH MY'I\:Y?QZ7K%XOT9Q7M;0Z_*G:UO M/.&=T=.Z?CV_QO=+Y65A:WLCG'!.88?NA2E96\O66)1E7TI[J4]U0-B3TKQ[ M<<2Z;ZEXIR'$_1^_XSUEP/CV\P/O&+E_+:K6[/$^]8-_)PLG[MFXTX? M,LW+EJ?M]82E&M*U`J8`````````\GS[A''>S."\TZXY?A?I+B78'$N1\(Y1 MKO?\O[_QWE>GS-#N\+YE*2]GWK69]VWZ^E?3W>H#7O\`DC^&P^HEUMVAO])T M#P?C_D7U7YO:_8.EXSML[A76^!O>-\7O\`,^46L2Y^A-#/D?+] MOHN.:+"S=A6W3)R\G)A3'Q_?.$;MRD+4P->3W;]%GZW7D-VWV%W=VKXQW>1= MA=F\HV?+.4;6??7C+"U]T,/`QY=V7:8&GU6)&WB8.+&7R\7#L6K,/2$ M(T`4M_Q?3ZO/\T?_`*>_&/\`EH`/\7T^KS_-'_Z>_&/^6@`_Q?3ZO/\`-'_Z M>_&/^6@`_P`7T^KS_-'_`.GOQC_EH`/\7T^KS_-'_P"GOQC_`):`#_%]/J\_ MS1_^GOQC_EH`2(?P\_TYO-_P8[7\CMUY0]0WNK>(]B=><,U?'IQ[)ZIYIC[O MD?'^2;++I"[@==<\Y;E8M[7:S:7ZV[V3:M6_;?G&$JUE6@"5.```#'G]5OHW MM+R4^GSY*=']*<7_`%T[1Y_QGC&OXCQC]-\=XY^ELS7=A\/WN99_37+-OH>/ M8'R=5JK]WW9.79C+Y?MC6LY1C4"'3XD?AI_.GLGM?CV+Y4\7TOCMTSKMGC9G M-=M3L3KKG7.-]I,>4;N3I>":OKKD7-M9C[G:5I3'IE[6_B8^%"4\CY>5*W#% MO@;`GCG'M+Q'CVAXIQO7V=3QWC&FU?'M#JL:MRN/K-+I<&QK=7K[%;L[EVMG M"P<:W;A[I2E[8T]:UK\0'<@```P:?B`/#OR-\V_#?K7JKQAZZ_A-Y]Q_R9X; MV#M]#^MW!.&?=.(:KJSN;CF?M_TIV#R?B>FO_(W7*]?9^[VLF>5+[Q[XVZVX M7)0`B!?XOI]7G^:/_P!/?C'_`"T`'^+Z?5Y_FC_]/?C'_+0`?XOI]7G^:/\` M]/?C'_+0`?XOI]7G^:/_`-/?C'_+0`E-_0E^CSS_`.GQ:[![V\A\_C]>_.T> M+8O`];PWB^QM;S`ZVZ__`$MK^1[K6[CD>-']';GDW)M_I==^N9'#>-0V.1+(MX]S#O1W\81N5NV+D8`6`?3&_# M:=P:;MOA?=GGQ;XIQ;AW`]QKN4:OH/15\EM8TK&3S7A/**V\K6ZO?[R-FQ]_UV?#% MP\C)^;F4S+=RY.S<`HS]"[Z>GU1/`/S%S=WW)XX7>,^/O;7!-[P;M#>6NXNA M>16./YVHMW.3\!Y=#0<6[/W/)MID8N_UTM52&/BW*VL7=W[LX5^7ZQ`F0@`` M`A=?6]^DI]0#S&\^-UW%X[]$6N==8[+K?K3C5CEM_M/IKBEF&UTF#E8VXM7M M+S'L+0V^0:+D_D-W+ M9TF%R:UQ:]DYG%NO^(:"[F9FNX=I]IE6,._O-GL-AG5RMKF?)M6)7;-BQCQE M#'KDY(&=0``61^3K,[Y<*WK$KEJS;;87^A^ M8=3^0W$XW;OZ(C^GJ=5\^O6:7I1MTVG'>93KP[#NUL5C+UL\CR*5E2=/2/I' MW`=UX,?3S_$#?3][6Q^RNA_'2.+@;"[BX_.^NN1=]^-^PZY[$TUBYZ_H_E>B MQ^[[-S[QC1G*N+L,.=C98592^3>I"=VW<`G3]3SNLLWIWGN? MK[,^AOPUGU)NRN:Z_3]O M\/X3XY<*IE6:[OF7+.QN`<_S;>M]T:Y5>/<8ZIY5S'(VVVI;K7Y-C,R-9CSG M3TGD6Z?G`)YWB?XO]7^&O0'77CGT_A9>-PGKO57L2QG;2Y9R-[R+<;+-R=MR M'E/(^EJS"W8MV[<`+B@````&*[ZKWTP."_4 MSZ3T_$\K>XO`>X^M,W;;SJ#LB_KY['$UF7N,3'L[SB?),6Q.WEW^'\LEK<.N M5*Q[LC%OX=C(MQN_+G8O`0YM%]!KZQWCYW/Q+GG5G1G&N7/96^XCO,;=:;8X6+SCL#K_F$<2N;K[VM(UK6E`-B3 MQ'9[S=<4XQN>3<;R.&\DVW'M+L^0\0R]CJ]QE<4WF?K<;*VW&\G;:/+S]+M, MC1Y]VYBSR<._>Q;\K59VKD[TX=H^<V>OAB9F5 M:LW:W;4*6[MR$)>DI4I4#V`````#Q^U["X#HN1ZOAV\YQP_3GIF8U=K#57:<2YIB:^]#&S\KB?(]/R/'PLB[#YMNQE MW]/F9EK&O7+5/=&$ZQE6/QI3T`>M`>?Y1RSBW"-)F\FYIR7C_$.-ZV%+NQY! MRC\K44:/5\AW/Z4SKNLUGZ*TN=G6-EL?TCLK$\> MQ\FU/YU^$KS``'C]!V%P'E>UV^BXMSCA_)=WH)W+6]TV@Y-I=QM= M+MG:R[GC8&5RSD>GXYCYN1:A\VY8Q+^XS,.UDWK=JONE"%92I'XUIZ`/56[E MN];MWK-R%VU=A&Y:NVY1G;N6YQI*%RW.-:QG"<:TK2M*UI6E0'RR\O%P,7)S ML[)Q\+"PL>]EYF9EWK>-BXF+C6Y7LC)RWC7#^TN#YNQK\BM*^ M_P!+?YOI\?0!6D!XSE/8_7O!LC6X?->><,X?E[CYOZ(Q>4\HT?'\C:_)G9M7 MOT;8VV=B7<[Y5W(MQE\JDO;*<:5^,J>H'LP'AMCV?UIJ.38O"MMV'P;5\RSK MV#C87$MCRW087)LS(VE81UMC%T.3L+6UR+VQER>NNP) M9\.!\^X5S:>JCC2VD>(\IT?)):V.;6_3#EGQTV=FUPXY=<6[\JMSV_,^7+V^ MOMKZ`>DVNVU6AUN=N=YL]?IM/J\6]F[+;;7,QM=K==A8\*W+^7G9V9M:TH`I3_=&^/7_`!\=,_\`.APC_;P!4GCG*.-:G(N8UZ>/DV[&QUF1E8=Z>/?MRA.D9UK"<:TKZ5I6 M@#O0````'&PLW#V6'B;'79>+GZ_/Q;&;@9^%?M96'FX>5:A?QP^#<%^_6_?I'0;785K9LY%N4)S_`',9QK&M?6E:`*F``#QG M$>Q^O.P/TA^H?/.&@'[Y5V%P'@MS5V>;^/J![`!X_EO87`>`6\&]SOG'#^%6=G. M_:UMWEO)M+QNWL+F+&U+)MX,]SFX</&_"MRENLJPI./KZ>M`'L`'6;G=Z M;CFKS=YR';:S0Z76V:Y.QW&YS\75ZO7X\:TC*_F[#.NV,3%LTE*E*SN3C'UK M]H"EG]T;X]?\?'3/_.APC_;P!W7'NZNF^6[C$X]Q3MKK+DV_V'WC[AH^/<\X MMNMQF_=,6_G97W36:W:Y.;D_=L+&N7KGLA+V6K.Y=V)U M]P".!/GG.N'<)AM99,=7+EW)])QN.REATL5S(X$MSG85,R6)3*M5N4M^[Y?S M(^[T]U/4#HN"=V=,]HSK;ZR[\5Y=.EFS?Y-RSBO"]7/>EMWK.-/<`*LZ MW9:[ M37C=R#E$.$:'R#Z0W?-+F;-;N:/;[[$V<)Y$_A"E;5*SK\*>H"LF)EXN?BXV=@Y./FX6;CV_9G2<)PK6,HUI6E:TJ`Y`"F?->ZNF^MLB[A M]B]M=9\!R[&%;V5[%YKSSBW%LBSKKT[EJSGW;&]VN!=MX5V[9G&-VM*0E*-: M4KZTJ`[GA78_7G96NN;?KGGG#.?ZFU]W^;M.%S`4VY'W-T_P`.VU_0\N[6ZVXMO,6%B[DZ7D?. MN+Z/;8]O)LPR,:Y?UVSVF+F6H9%BY&<*RA2DX2I6GK2OJ`Z+^Z-\>O\`CXZ9 M_P"=#A'^W@"J&BW^BY1JNRMW^K/7/?'3//\` MDGLN7?U?X5VAPCE6[^79I*MZY^BM%O,_/]EJD*UE7Y?I'TKZ_8`K,``````` M```````````````````````````````````````````````````````````` M```````````````(S_XD?RSY3Q/I'K3P8Z6CO=MW1Y6;W'V.]U'%87[V\L=3 MS^(XE.INZ97[MN[FW>R^#:_78^PW^9\ND8QN\XTF7@;[VQC&%NNSK: MI_VNH#)T`AG^9'_Z4'XJ_P#L._M1Y0`F8``"(%]*O_\`2,?JB_V&>3G_`+S7 M0X"7Z`````B!?54__2,?I=?V&>,?_O-=\`)?H"&_^(V\E>Z?$GSB\)N\>@^; M;#@O87%^G.=PQMABQM96OVVJS.;XT=IQSDFFRX7=;R#CFWM6XQR,/)MSMRE& M%R/LO6[5R`&4SP]^K;TO]2?PX[WQ+-=9UQY(<2Z&[-O=E=+9.SC>O7;&/PC9 MX^1SKKR]E5AE\AX%FY>1",_A/,T]^Y'&R_=26-E98%A/X3C_`*O7EG_RS<)_ MM(O`)6N]W6LXUI-QR+=Y=K`TV@U6PW6WS[\J1LX6LU6)>SL_+O2K\(VL;%L3 MG*OY*1`0/^@>K_('\2#YB]P]@=V=MO M17>G5':_D#JMETUV%Q7GN;QKEG(.)\DT_,[O$MG9W&%@WLW1\4X7NM%+89N/ M"&;*WD9&-?Q:5LTQH4G.4@)$0"&?]9#_`/2%?I6?_@<_]]WL\!,P``$0+Z!G M]*;]6?\`LS[#_P#>*Y@`]G^+'_ZO7B9_RS.W%^%Y6[UO2_..SN6XO'WDWV-S M+E'4',.K>Q>3]9[#?Y>NEC6KV-X[J==D1NW^+ M\JW>'GZ7R"M8WMNUS+>/P7!TF]UN/F4K&=G/R,"Y7VRN1C4"Y?Z"'A''P\\$ M.'[SDNMGA]N^27Z-[I[#IE6+EC.U&HW&LMTZUX9>MWHVK]G]7^(7X9>19NVX MW@%VOU5_P"C9\XO[V;MK^U/8`(9_P!-+Z=GTD?)3Q>U79_F M+YT_P!=TY7,^7Z;.Z\_NG/&?JO[MQ[49>/9T&U_5+M+A&]Y99_2EBY.7SYY% M;%_V^MN,:4J`FN_3Z\=.@O%GQ4ZZZE\8>R=GV[TCB7N3XEN=9;V6=>MX]S$QJ1I;A2,ISG24J@7I````PV?70 M\SLGQ`\$N:X?#LW(M=R^1&1=Z'ZJQM7>K3>X>1R[6Y<.9-\1 MCD0Q/N,W7T]:5N1`4._#Q^6^^[C\3=]XM=K4VVM[X\(N1UZCY1H^1V M[N/O[7`*YFWQ>`VL_&R86;^/F\-O:/8\8OXOME/$M:7&K=E[K]*`)`@"&Y^) M]XIKN=^2WTV>#[>]FXVIYEF\_P"*;3(UMRQ9V-C7W_``7" MYYRS0;CC/(-]J8SSM?J[>[X_Q7B7)N&;G87[=+./M+67D6<6Y[)2QJTI*8"N M?X=SZCO;OE[U;VMT!Y&[[9\M[@\VU-G"Y;PR:4RLVQGXM>$?]F?>7]8^L@$OT!0SR7\ M?^&^5/0W9_CQV%L^3:;A7;/&;_%.1[3AN9JM?RC"UV1DXV5.]I:]V3&48P]E(5I*L@)._A MW^'_`/#?PD\C>NO)[JKLKR9Y!S[K+];OT#J.P>9=6;7B&7^N?!.3]?;3]+X' M'.F>*;J_\C3Z.%]BZCMCCG"\76\NYQIY\@V69L]-R3 M;6>3]?=KVY($N?Z>?;_`#[OWP=\ M6.Y.T8>O8/872W">0 M:<,QMSV+UY_=<>)G!_U3Y#=R\RS>U7ZIM9> ME:`)N'0?7?#>H>BNENI^NMWF\FZ^ZOZFZYZ[X)R39;+5;G8\@X;PKA^FXUQC M=Y^XT6%K-)MLW;:366+]W)P\;'Q;\[E9VK=NW*,:`84?Q*_.>Z>$?3=R8]39 M6ZU?'>6]S<%X=W=N-!D9F-FXO5>VTW+KU==L+^'9C/#XYR/GF'H]?G7:Y%J- M^F3#"G;O6+F5@ZW9X.1\F[&-N_'/RZ?"8$UG$QGNJO''H#?[CBG:/DMDMZWAX&;:M^V[>MW;8%)^@?PM_C-/HK3?W2W9GGXEP;DNQL2R[FGXYJMGQ/>WN0PTE_(ICY69L,F[397+,KMJWB1N M4MQ`M6^EIVQY`?2_^JOR?Z3_`&YV'L^Q.C>9;W8:#@ENW>HQ+\\2SL\WW7+ER>%\Z8$U8!"6^K]T)PKRB^O MQXK^/_8^5R##X-VGU9T]QGD^1Q7.P]9R".KN)N!]#'R^\5.UO!CNOL7*WW.,??\AEUWRC<:_;< MKP;/$=]QC`R-%R"]QG5:"SRCK?MBSOK^OM8&5KI7)7-;F1^;>E[/D@;!`!A' M\T_H*>'_`)V>0?*O)+MSL?R3X[SGE^LXMJMEJNN>8=8:CB=C'XEQW7<:UL\' M!Y-T[R_<6KU_`UEN=^MS/NQE>K*L:0C6D:`15?H8_2I\>OJ:_P!U%_#SS+N; MB7\"7\"?ZJ_P1\AX1H?TA_"3_"Y^G/U@_7+KOGOWO[I^H.']T^[?=/E_,O?, M^;[H?+`GN>*/C5P7P]\?.M?&WK/;3:AJ?=9]D#RG&T/9W`LGCW'N7=9[C<9^OMTG:K'"C#'IZER($J4``````` M```````````````````````````````````````````````````````````` M`````````````!P=IL]=I-9L=SN,_$U>HU&#E[/:[/89%K$P-=KL#'N9>=GY MN5?E"SC8F)C6I7+ERCAQGAV=FY^HXMRBWA$GU1.>>.G>_1O,?%+K[SPR\OD'!NE^>6=AJ['7G* M\WDO*\[IZFAGN]7H[VPX[LKT-MP[#NV<2U%"Y64L6M*`3EP$)_Z@_8' M".JOQ*/COV)V3RK1<'X+Q+7]([;DW+>3;''U.AT6MM\5Y):GG;399<[>-AXL M+EV,:SG*E/65`$IGK?ZAG@SW#S?0=;=6>6'0_8'/^59&1B<;X?Q3L;CNYY#N M\G$P27%-;R7L#D6OXUIL[DN=Y$].[?#T>-G[*]8L7=GDZO M19F1"S2OOE:QKDJ4](U`2QNDO,SQ0\D]_MN*]`^0W4G<')-%IZ\@W.CZ^YKI M>3;/6:.F;BZZNUS<3695^[CX-,_.LV?F2I2/S+D8^OK6@"Y<```$0+ZJG_Z1 MC]+K^PSQC_\`>:[X`2_0$,[\1Y&,_J$_35A.,90E'31E&5*2C*,N[N.TE&4: M^M*QK2OQH`]Q]7'Z''+.#\@W_F_],W&W/!N9:RSO=WV;T1UK?O<>ROT?GZC+ MP^4<@Z1PM%3$N6X;;4Y&5:V_$;=)6-CC9-ZW@VZTE^C[P'M/PG]B]C=`>7.- MDV;N/D8_=?#;%^Q?MSM7K%ZUPJ_;NV;UJY2,[5VU.-8RC*E*QK3TJ`E.&1U#N])Y< M].\TYIVWS'B_`N#:+KWD5.P;V?R?F6=BZS08.UR^&V-WKN+VLK/S;5F=[:7L M.U9NSI"G6D+=JW*5:TI2H"4#P#ZB_@AV MKS+CW7?6WEOT'SCG7+-A#5<9XEQGLGC>VWV]V5RW M9.\\3O%7Q-YUQKR'YUA<^W&VV6?U3N=?S+C5SD?.(:+A77_"M#RC2Y67Q_D/ M(M_L,G)K=LXN1=IB^F/2V($U?B>JR-#Q7C6CS)V;F7IN/Z;595S&E.> M/Z7MFQOU^#\CX)R2 MS;I;IEV==R/69&NGL-;=NV[L<3<:JY>CE8612GOQ\NS;NQ])0I4!KZO!'Z>/ M>/<'U*N-_3Q[SSMEONE?!_MOL7M/LG09UJC<_16==S+4*3A?K(#8T1C&$8PA&,81C2,8QI2,8QC3TC&,:>E* M1I2GPH`L!^JO_1L^<7][-VU_:GL`$17Z5GC1]$7M'Q*T_*_.[L[KGBO?][G/ M-<'8ZGDWD1O^MMI#B^%FXT.-7Y\8UW*M3C6K-_&E.L+U+-*WJ4]:UKZ`)I?A MMC>->J\;NLN->(?*N.\R\>^':K,XCU[NN+\NN```!!0\_/)[N+S-^L+I>1>/GC3S;S,ZI^ MG'R/7ZS5=6\%M;S/T._YCQCD'W[E',-]GZ72\GQ<'6;'M;5XN#ZTQ[V/N=7Q MO'AZ5A=G*('@.`>7/?\`X<_6!XQYN>1'B7V3X3]4>8/(,WA/;W!^68N^AQG< MX&[P^,:SG7.=3MMUQ?CDMA/C/.+VIY?L[5O'NY4;DK\(3]N72("?;&49QC.$ MHRA*-)1E&M)1E&5/6,HRIZTK&M*_"H"'G^)>VNMT/EG]+[>;G.Q=7I]-R/EV MUVVRS;T,?"UVMUW973>9G9V7?N5I;L8N)BV9W+DY5I2,(UK7X4`9H/*'ZV/T M\_';J;DO.M'Y)=3]W#]9]-\TTO8V^Y7R/(Q;DM+J-A?XCE[77\1P M9Y-(USLK:7L2F)8C/TC._6U8N@8A_P`+9XV]EZG2^3'F-SW2[+1<=[IR./\` M">M;^9ARU^/S"SI=UR#D'8')]9C7Z1O7]#B;S+P<#$RK=*X]W)LYMJ,I3QYT MB!+E`05_P^ODMTQ]//R;\WO&#RWYSHND^3;.L-9QW*W$.>TR\3(SLC'PJVL"[&M[WW+,9@=S]<#R=ZK^H=YT M>`OC7XC\RU'>&=U_RW.U.?RCKVY#DO#[O+^X^:=<6+NLU'(]=*Y@<@Q>,Z#K MVSG[+-Q+E[6XMB_7UR/?9RHV0)QX"(%^+5_X//"/^S/O+^L?60"0-B?5,^G% MGY6-@X7FWXUY69FY%G$Q,:QVOQ6Y>R,G(N1LV+%FW'85E.[>NSI&-*?&M:@+ M]P$0+\6K_P`'GA'_`&9]Y?UCZR`2_0````$,_P#%Q_\`YOO_`/%;_P#DV`+# M?J0>`7,/IY^2?AWSGS9[U[@\^?$?E/,/D\NVO)LOF.AW^DQ])O<3+YAUY8L; M;LCL*]C3V'%N2`GW=;YW`MGUYP38]5W..W>L M\%Q, M[M/4[GRAY+P[:8'*)YN;"_8S>,8G,<#&TM^F-"U6MF%FW2E*^OI\0$SKJO(X M)E]8=<975VUU^]ZRR>!"7N/:ZYQ':ZS6_B'XM<&XAJO,K/M]E MONL-G;W$/N=S37\JEC(LYY&\!/>Z(W_`#7E71_37*.R<&>L[%Y) MU3UYO^?:VYKI:BYKN:[CB.GV/*<&YJ9_GZN>)O+7F'PW4Y>ZXQU)G[[K_L&[9PLC-QN*7]UN=%R7KS>[6&+2LL?0;3 M<8.?K\G)NRLV;>7%R/F-K"S/?;Q,O48N;9V,*1K9K* M=:PB!'4\6^8;OZKWX@>GEKU%Q_D6-X[]"9>JY!7EFSU-S!IA<,Z_X+E<0X1^ ME)9'I:Q=WVESZ=W,P]=0^0/UY_&;IC MB?:'(.E>2]B]/]4<=TG:O%;.=D\@X+L;^Z[=O8^^UF/K=_Q;/R+V-.QZ5MV= MCA3G"4J4NP]?4!1;K7QGXMX`_7#Z=ZV^H]S+D'DQQODF+Q+<=$^1'8VTY%A: MO)YIMKUG'ZMYKR[5[_DO,+T]9Q;L+4Y>CNX.9MLC#UN;6QLKLZXMOTD!/?`` M$,_\(Y_^<$__``I?_E)@)F`#&_YX>6?T].L<_A7BWYY[K@]OCGD'QWDFWP-) MV5Q7)Y'U_/#XCL--8L9')]E9P-A9X?GY6QV,KNGV-ZF/;MY.NORAE6+]NQ\P M"&WY>\>\6/"_ZB?BESKZ.G?L^7[+FW(^+WMGP'K#GN=VCH>,[[:\WX]K]1UU MC#G5Q<[C.RS-AEVZV9V\BY6.3:LV`-B(`````````````` M```````````````````````````````````````````````````````````` M```````IIW)U-P_O?JSGG3?8-O<7^"]E<:V/$.7XFAWVVXSL]CQS:/*PMKA8^UP93QLCY-V%;N/=G;K7VSK2H%,_$_Q#Z%\)NJ:=+>.?#KO"^` MRY+N.7Y.!E;O<\CV&PY'O;>#C[':['<[_-V&SS%K,7'A[[M:6\?'MVXTI M&-`%+O*_Z<7B?YI\VZQ[)[XX1O=MSWIZ&1;X!R[BG.^8\"WNEC=VVOWV-6N? MQ#N796ZQK9K,V,]9MK\*1NVITC65)4_.I2M`,LP##YW!]"3Z;'>W:?8'YYKS#:8G;G9FHQMAR'?YEW/V>78U>LY+C:_`M7LF]*5+5FW"W"E?2- M*4`5S\._I8^&'@?SCD_8OC5UYON'\KYAQ27"M]G;;L#FO+K.5QZ6WUN]KB6\ M+DVZV>)C7?TEJ;$_FVX1N>D:Q]?;6M*@9$````64=P?3W\6^]?)[J3S![)X5 MN-QWQT?@\3UO7/)\3F?*M1K=3B<)Y7R+FO'H97&M9M<;0;:6)R'E.;=E+)Q[ ME;L;E(3]80C2@%ZX"QKR@^G-XH>8G9?5?;G?7!MSRCG/3'R/X/\`9:WFW+>, MX^J^[;_%Y-9^\ZW0;;7X&T]NXP[=S_3%NYZQI[?W-:T`7R@*.];]`=0]0\R[ M:YYUIPC4\,Y#WGR/6\R[2NZ.-W$P.5\PUN#>UWZU9.JC[/%O?Z?O8] MNS]^OQ^\7J3R)W;MP"L0"RORU^G?X;^<=C55\F.D..\_W6@Q)X&@YEC9V]XC MSK3X,KMW(CKL;F7#=KH>0Y&GLY=^=Z&!DW[^!2]AZ2W'-.7<8W&!O^,Y_9?8/+^5X&CVVLOV8'TG_"7SL[+T?;GDEUQR#E_.>.\&UG7.JV M6J[$YQQ+'L<3U&_Y-R;!P9ZWC6\UF!?O6MQR_/N5OSMUO2C=I&LJQA&E`*4] M'?0V^G'XZ=M\#[OZIZCY3H^Q>MM[:Y'Q+;9O;'9.[Q<#;6;%_'MW[^JVW),O M6YT*6LB=/9>MSA7U^SX`,NH#'QYB?2V\(O.S9X7)O(;IO$W7/=9K;>GU_9'% M]WO.$\ZM:NQ6]7$U^?N>-Y^#;Y%@X$LB=<:QM+.=:QJSE\J,/=+U`\#XG?1M M^GUX9\VPNS^H>E?OW9VJ^=^@N?\`8O)=[S[?<;E?C=MSR>,XV\R[G'N.;.F/ M>G9IG86#8S_DSE;^?[)SI(#**`LZ\M?`+Q&\Y-3I]9Y-]-:+L3)XW9RL?C') M89^\XOS/C=C-NVTTG(+.OO9./"Y/#G?N8=V\XO\2S*VJ6H9_'M/L,BUQK"V MV/7UGCY\L*YGXMRM96;UNOIZ`98@%C7EQ].;Q0\XN2]8(W/;2%:4]*2E2H%\H` M`I?H.F.L.+=J]B=V\?X=J=7VCVQHN#\<["YAC691V?)]3US;W=CB%C/G65;? MOU6+O[]GWPC&=VS"S"Y64;%FD`*H`*;]P=3\([VZL[`Z:[)UN1N.`=G<4W/" MN8:O$V.=J,G8<>W^'=P-GBV-IK+^-L,"[>QKTJ4NV;D+D*U]8UI4!A\_QV?\`UL`92O&'QAZ=\/>G>/\`0W0W'\[C'6G&,[?[+3Z?9;_< M\ER\?+Y+NY3@95[!SL>&39G9E?PLW&G#(P\NU2?NMW;%V!B>-'7^;P^[VCL-)LN<[3<,['5[&>#FX&PE2_BSN2Q[L[=JY*%9V; M4H@7&<`X3I>M>"\-Z[XW/:W..\$XOH>'Z"6\V^PY!N/T+QO68VGU4=IO=M?R MMKN<^&#AVXW9?TV?$+SYRN";#R27-=?W6'N/H&_2IZTY#C\FP?&#"Y;LL*]C7\+&['Y]V1SSCUB>/IU.JT.LU^DT>LU^FTVHPL;6ZK4:G# MQM=K-9KL*S#'P\#7X&';LXF%A8F/;C"U:MPC"W"-(QI2E/0!V`#&;Y>_2$\" M?-WE\^R.[NFO3L^_BX>%G]C\"Y)ON"WC6 M\O9867FV<6$;-J]"W",8@=WX>_2D\&/!C?W^:]`]-8^O[&R<'(U<^RN8[[>\ MYYKC:[+MULYF'I=AR+.R\+B]K.L2E;R:ZK&P995J587JW(>D:`9%P%E'F9]/ M?Q;\^M9P'4>3?"MQS+!ZSSN0;+B%K4K.EOV5K'T]U?4"QG5_AWOI6Z?9Z[;X'27,;6=JL[$V6%=EW3VO=C; MR\'(MY6-.5NYRN5NY&%ZU&M8RI6E?LJ`S>@+*/,SZ>_BWY]:S@.H\F^%;CF6 M#UGG<@V7$+6HYGRKA\L#+Y/CZK%W$[]SB^UU=S/CD6=+CTC&]6=+?LK6/I[J M^H%ZX````"QKS0^G-XH>?_\`!M_=/<'W7,_X)?UQ_4?]$/U6VVK_2/WS]3-?[/G_,^3\J7L]OOGZ@57\J/$[HGS1ZDSND?(CAD>;=? MYN[TG)(8-K:;31;/6[[C^3*_K=MI=[I&:W)SLO M9Y&NXGPC0:_C/'<&_LMA>R,_87L33ZRS;G?OW)WKLHUE.595K6H%'O*+PW\9 M_-#A>%P'R8ZEX[VCQ_4Y&7F:"YLKNTU._P",9V=;L6R,R MWBVHWZXF7:CD1M0C=I.,:4`6%]%_07^F;T#V1J>U.,]);/EG*..;.UN>*V.S M.<UQ#O./[_2[+'GB['4[G3[*QDZ_9 MZW.QKDK=VS>MSMW(2K25*TJ`PM.K>*]4\&Q\J>?_BWVGY6]=^:G,^%;C8^0G5F!H];PSE> M/S/E6OUFOQ..WMY?U4,CBV%M;''=A*Q2\/VNNL5GZ_+N:; M&N4LWY7+=NY;]T*1K*59`7B\7X_B<3XUQWBN!E;;.P>-:+4\?PL[?[;/W^]S M,338&/KL;*W6]VM_)VFZVV19QHSRK*Y`'\)/\`_Y'R_G?-C[_`'>R'H!?*`LJ\NOIW^'GG/B:F'DQTSI>>;GCV%/7< M\4YQH<">1>R_T=@N2G6S65:U`4!\3_`*+W MT^/#;L'"[9ZGZ>R]KV;IY7)<:YIV/RK>/:?:RM7 M*QCGV\+](6H5E&W?A& GRAPHIC 25 hyattzivalogo.jpg GRAPHIC begin 644 hyattzivalogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^&-CFAT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O&UL;G,Z>&UP1TEM9STB:'1T<#HO+VYS M+F%D;V)E+F-O;2]X87`O,2XP+V&UL;G,Z M>&UP34T](FAT='`Z+R]N&%P+S$N,"]M;2\B"B`@("`@ M("`@("`@('AM;&YS.G-T4F5F/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q M+C`O7!E+U)E"UD969A=6QT(CY0&UP.DUO9&EF>41A=&4^"B`@("`@("`@ M(#QX;7`Z0W)E871E1&%T93XR,#$T+3`U+3,P5#$P.C4W.C,Q+3`U.C`P/"]X M;7`Z0W)E871E1&%T93X*("`@("`@("`@/'AM<#I#&UP.D-R96%T;W)4;V]L M/@H@("`@("`@("`\>&UP.E1H=6UB;F%I;',^"B`@("`@("`@("`@(#QR9&8Z M06QT/@H@("`@("`@("`@("`@("`\&UP1TEM9SIH M96EG:'0^,C4V/"]X;7!'26UG.FAE:6=H=#X*("`@("`@("`@("`@("`@("`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`U M5C5F9&A#1T]8:S%4-EDW9F%X5DIT46YQ9E)8;TXR+W!H5E`O04-D-5-J,41J M<48K)B-X03MN2WI2=C--1$1A5FQ05G9&5E!B=69X0DMV4DU#6%EQ-T9867$W M1EAZ9"]Z:T@K8V1X3F14*U1V3#EW63=A16U05TQU33!A4BLY=6I$)B-X03MO M<3E(.%1T,$)Q<7=0>5)O9C%/>2MV>DQ3-75L2$%(.6U,<5`K0S8O9&A#;$UD M6'4V=#E843=$95%J=65W*VI#:%1T265#8VHY<"\Q)B-X03M9<3EZ+TIR>6(Y M4W-4-6=V63985C1V1WI6:'5K0C9V.#50.$%I4'IW1DPP,T%RE5G,$=M<"LP<'`K.&YP-%)":%0O2TEX M5CAN)B-X03LK5F1'9E8Y54TQ>%8W844K<&-->'%866UO53%R6&ME=G1H5792 M3#(V1G9!5R]B3WE$,SAF;W=O4V$R:4US:&0Y=T16:64U3TMS-"],)B-X03MR M>6%8R2W5X5C)+=7A6,DMU)B-X03MX5C)+=7A6,DMU M>%8R2W5X5C)+=7A6,DMS1C@S$PK679N M4%5F4'9N3V)507)E)B-X03MI-VDS,'4Q2B]U-$%A24]T07I6-4XW;G=X4WEZ M4G1,:#!R5%DW5D-+<4]5,&Y4:S4K,#,Y4&)*355V=DQH-W4U*T@W4#)9>#=E M4#`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`P8E0Q+V98)B-X03M, M.%,Q2W)'9S-E4G9:5C-X5CEJ95AT0W-.0C!A,#!I=U1H83)K65)F1FHQ6C(O M>6UA<$]"57=X5C)+=7A6,DMU>%8R2W5X5C)+=7A6)B-X03LR2W5X5C)+=7A6 M,DMU>%8R2W5X5C)+=7A6,DMU>%8R2W5X5C)+=7A6.#=F;D@U,R]!13=R9C9- M6%J-C`O,5--+W5O5#A:.%@V9CA,9TM51$)&=U1C9D5E=G0W67$K;G9Y M2B],+T%044]H9G!Y)B-X03LK:C0VF)K4CA++VEC54Q.83%()B-X03LV M;&%(9V%4>3%73#(X5RMJ0W)&3&%0:S-.=6%(U:D8Q M95(X=$"MK M1$EY2VQA;6DP-FYX>%9-.%9D:7)S)B-X03M69&ERG%T,T#`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`P0BMT M879C5C,Y3W1E2$PK959T:#E*-UI&:RLQ3&5#1S-G:G0T15=+0T96:FEI4556 M55555E%",$%!>%%V)B-X03MX5C)+=7A6,DMS93@U82M.33`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`X)B-X03MR-FQC0TYI:VAI2%!I=S9Q,T94 M42LR3DLY23!B530Y53!U,C%"25IB9&)H02]O6$-'3U9$,$MU<#9%15E&4FU+ M%1& M5TXS=C4X<%EQ#A:2T9:6513:VE%8CE(53!)-S1Q;3)T-GA:84YP3C%Q;#9X5S%S M-'I,3'A&5TE(4E9"<#A42%EE*TMO8GETF%F6$LQ,G!Z-#A0 M.6%N>&9,1E9F6&17=71-9VEM9S`K)B-X03MB54$W34I%='=79%%S8E!8:4%A M,31C4C=K1'9I<4QS3'!R=7II=5=H:W1Z2W9,,$IH>&M3=EIX,D]+<2M+=7A6 M,DMU>%8R2W5X5C)+)B-X03MV0V9Y5R]-4'EF-6(X'1$16]ACAF56U")B-X03M&4C=Q;DIV;WA6 M9U`U4W&]8:VI4 M,W)0D=N-TY16"]!3FAI'`Q-F5L.$@K=&A6.4EW>E)4=W!.17=E2U91)B-X03LX8G)U1U9H545F M35E&6#1Q-T9867$W1EA9<3=&6%EQ-T98:B]!3U%/:6%,9BM478X.78K;5@O04\R:U`K3F-)5C9P M9U8T.2M9=')Q2&YF)B-X03LX=S=,>7!P;'E,84Q2;T=V3'4U2S@Q:FUF:59Q M=%)Y24A!1"]!1FIH5DMF4%AK,WIV-61J4%%3G-E=DDY=5E"2B]Y469%659:;C5:,#-1=DPR)B-X03MH,G5K5TTX46AT M:V]8-7%#-VYD-4FHY+WAX9&(O-V%4+SAM,7=L5V%E M9F9,:2M9=DM7;S970E=E4TEV82LP)B-X03LP9GAX+V5W;V99-$9E6F9K6'`K M<&%ZBLX<#@Q*T0O6EE!G`O:'HY0VIZ3W`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`Y-6-U6&QK3GA+3BMG04%A9T%'=T=+;U`O;%)F M-6-F.'-%=B]34DXO=T$Q67%Z:7AS-$Q'>70W2S-"149R16M-45EL)B-X03MM M-%)Q1E=R2&-M9S9N1E5$-60X%9"-E9O*VXV5D)*0EEX0T=+86%7)B-X03LU:T$W>51/6&,O M96%$,GA60S9L-58P5%4Y67-.6'9O1$YE85I5,E):,C12%8R2W5X5C)+=7A6,DMU>%8R2W5X M5C)+=7A6,DMU>%8R)B-X03M+=7A6,DMU>%8R2W5X5C)+=7A6,DMU>%8R2W5X M5C)+=7A6,DMU>%8R2W5X5C)+=7A6,DMU>%8R2W5X5FHS;F)Z4E`U9C`V1V$Q M=%I,)B-X03LV.&YM5EDW5TM.-4=-4V9V2C)P1T-24TY3065G66EU,DMT=#5Q M9UAZ2%DR1%-23%EA:EIF5V)75F=W95-:<$96155K,#-2<3!P6$96)B-X03M4 M>34U:4=P,T]P,FMZ4DQD,D8U4$-)17%'.4-.*TUB41W4U=Y24%A,&]2)B-X03M/,61U=WA6:3-L M8GIX-6HQ5G)H8GI31$%99%!A-V=#:'8Y2FQ74FQ!:6%P;T=!04MK5D1E,4U+ M%,X,TQ- M>41V=#E),WA61F5B+T%$.4AO='1B,TYQ634W92]SDYQ34AN8E(Y1F1O5G1R-C%E4V5& M63)K;D5Y<7IF841G4G`X3WIC5S=G,'%P>%93=E!.6&U#2%%,=E8T3$I,:S)' M<%A6)B-X03MV8U=I22]Q4&%16$1W2S!D5R]V2T)766Y9:71":7%Z5V9-,VU4 M4S7A9,T@Q3T]F5D$O-E9L.4YM:E-21V="4TAL4$94*RMB<5=*)B-X03MP M3-F-FA9;W(S9'9(>6A6,4QGE`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`@("`@("`@("`@("`@/"]R9&8Z;&D^"B`@("`@("`@("`@(#PO&UP+FEI9#IE8F$S.#(U,2TX8F8X+30W-34M83$U9"UF M9C$R-&9C,SAA,S0\+WAM<$U-.DEN&UP M34TZ3W)I9VEN86Q$;V-U;65N=$E$/G5U:60Z-40R,#@Y,C0Y,T)&1$(Q,3DQ M-$$X-3DP1#,Q-3`X0S@\+WAM<$U-.D]R:6=I;F%L1&]C=6UE;G1)1#X*("`@ M("`@("`@/'AM<$U-.E)E;F1I=&EO;D-L87-S/G!R;V]F.G!D9CPO>&UP34TZ M4F5N9&ET:6]N0VQA7!E/2)297-O=7)C92(^"B`@("`@("`@("`@(#QS=%)E9CII M;G-T86YC94E$/GAM<"YI:60Z860U-#@V93,M,34V8BTT83$Q+3AF83@M93%F M.&0Y.3(W,V5D/"]S=%)E9CII;G-T86YC94E$/@H@("`@("`@("`@("`\&UP34TZ2&ES=&]R>3X*("`@("`@("`@("`@ M/')D9CI397$^"B`@("`@("`@("`@("`@(#QR9&8Z;&D@7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HP M1$0R14$P-S)%,C$V.#$Q.#`X,T1$.3$S,$8P1C4Q,SPO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IA8W1I;VX^&UP+FEI9#HQ030U.39!.3(W,C`V.#$Q M.$,Q-#E#.37!E/2)297-O M=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R M=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP M87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I M;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@ M87!P;&EC871I;VXO<&]S='-C7!E M/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^ M8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IA8W1I;VX^&UP+FEI9#HW0T)$,$$Y.3!%,C`V.#$Q M.#`X,SA!.44X0C`T0C9%-#PO7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V M=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S M/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HU039!.$$Y-S0Q M,C`V.#$Q.#`X,SA!.44X0C`T0C9%-#PO7!E/2)297-O=7)C M92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D M/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A M;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@ M("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#I&0S=& M,3$W-#`W,C`V.#$Q.#`X,T$Y-3)"035%,4)$.#PO7!E/2)2 M97-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N M=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP M+FEI9#I$-C5"-C(V03%$,C`V.#$Q.#`X,T$Y-3)"035%,4)$.#PO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA M8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@ M("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C M7!E/2)297-O M=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R M=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP M87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^&UP+FEI9#HT-#,T-34U-#E#,C`V.#$Q.#`X,SA$ M.31&13@V-T,R03PO7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I M;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@ M87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO M<&]S='-C7!E M/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^ M8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@(#QS M=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^ M"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HP-&8X-&(W,BUE,3(U+30T,3(M86,Y-"TT-F1A8V5F9&(R-V4\ M+W-T179T.FEN7!E/2)297-O=7)C92(^"B`@("`@("`@ M("`@("`@("`@(#QS=$5V=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I M;VX^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@ M87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^&UP+FEI9#IE8F$S.#(U,2TX8F8X+30W-34M83$U M9"UF9C$R-&9C,SAA,S0\+W-T179T.FEN'1E;G-I'1E;G-I'1E;G-I'1E;G-IF4^ M"B`@("`@("`@("`@("`@("`@(#Q%>'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I M3Y";VQI=F%R/"]%>'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I'1E;G-I M7!E/"]%>'1E;G-I3PO17AT96YS:7-&;VYT4V5N3X*("`@("`@("`@("`@("`@("`@/$5X=&5N'1E;G-IF4^"B`@("`@("`@("`@ M("`@("`@(#Q%>'1E;G-I3X*("`@("`@("`@("`@("`@/"]R9&8Z;&D^ M"B`@("`@("`@("`@(#PO'1E;G-I&UP;65T83X*("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@(`H\ M/WAP86-K970@96YD/2)W(C\^_^X`#D%D;V)E`&2``````/_;`$,``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0("`@("`@(" M`@("`P,#`P,#`P,#`__``!0(`^D#O00!$0`"$0`#$0`$$0#_Q`"(``$``04` M`P$!````````````"@8'"`D+`P0%`0(0`0`!!`(!`@,#!`H(#@T%$0`"`0,$ M!08'"!$2(1,),4$442(5"F$R([46=A?76#EB-W>W&'@9&G%"G@9%2DC.3LR34=3:F.-)#4[0E58>X@F.#-)6(F,@ZL62E)DG_V@`.!`$` M`@`#``0``#\`G\)_"?PG\``````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````];+ST>!8L MJQN\CQI5I7V^N-C9^9'U^/V3Q,2_"M/A]OKZ`/6_E-Z586O_\`6^7W93K&GK+TA9T%R?MC2M/6OIZ4]:?EH`^3_A?>.W_. M'_[I\Y_Y,@'^%]X[?\X?_NGSG_DR`?X7WCM_SA_^Z?.?^3(#XFV\X/%W1RLP MVG:$<6>1&)'_.S_P"X?9G_`",`/\/[Q(_YV?\`W#[,_P"1@"C> M1?4_\&.*9=K`W_>4,',O6*9,,>/7';F9/Y$ISMQN3_`\!R:6J3E"OI25:5KZ M?#X`*?\`\K/]/S_G^_ZJ^Z_YN`#_`"L_T_/^?[_JK[K_`)N`%Y>E?.CQ0\AN M3?P-ZB[DTO)N5RL9&1C<>S=-RSB.VV%K$LURW,L7&C*[UE8WD[*Y8O1]UJU6Q_EMOIA_P!)K_J8\@_YJ`#_`"VWTP_Z37_4QY!_ MS4`'^6V^F'_2:_ZF/(/^:@!LFZ_YYQCM'A'%.QN%9F;L>(E?E MV+4?V/C*OQE6LJUK4#X8``L]R[=?I'-_"6)^[#PI5C2L:^L;V1\8W+OK3X2C M']K'_LUI]H"D``!_%RY;LVYW;LXV[=J$KERNSKZ?",*>OI&E:T]TYU^$:?;*5:4I\:@,6-]N,C>[3)V.1ZT^ M;+VV+7KZTL8T*UI9LT^[\V/QE7_32K6OW@/C@`#XG(]_@<8TNPWFQG[<7`L5 MN5A2O[I?O2K2&/BVO7[;V3?E&$?NI6OK7TI2M0&NOD.]SN2[G/W>RG[\K/OR MNRC2LJPLVZ4I"SC6?=6M:6<>S&,(4_[F/Y0'Q@`!M0^E;XK]M]J^1O6O<.LT MFWT7575G*+'*=YSW*Q[V%J=IFZ;YT\?B7'\B[\FF]V&SS(QL9L,>MR&'BSG* M_6-96K=T"8@`````````````````````````````QQ[]\O?&+Q-\AW^/+FO*Z4G=A=EQ+@>N_'WU;I,JMSVZ+J32X?$X MXL9RE[:8_)K]=MSN%;<*^VE?TM]WKZ>[X@-=_+><\UY]LY;OG?,.4\UW,_?[ M]MRWD&VY'LY?,E[[GNS]QEYF5+YD_C+UG\:_&H"WO(-YA<;T^?NMA+VXV#9K MU[JUK2SCVHTA&GY*`/D``"H.-Z6>[V,+%:2IBV?2]F7*5K3 MTLTK\+<9?=:?DCAY_,=3/(Z'Z;NZSEW:5W(MU_`\DRZW[MSBG7$) M2M7+=^?*\_"GNTQK,I?#[;4<>Y2G^KJ`QX``%)\MW7Z, MP?P]B?MS)F_AK^;R'.M5_-ECZVQE7+MG(EF\QP88_!M?E6_258ZK@4+^5K\VU27 MPK7;7=E[JTI*$+5:^V@&UG"P<+6X>+KM=B8NOU^#CVL3"P<+'M8N'AXN/"-J MQC8N-8A;LX^/9MQI&$(1I&,:4I2E*`/:``````````````````````````&# M7G#]2#PY^G9P2/.?*GN30\&O;'$R,GB77^#6O(>U.?SQ[D<>5GA/7VKE=W^W MQXYDX6;V?.W8U6%.Y&N7E8\*^^@$$/ZA7ZVKY==^97(^!^$?',?Q,ZFROQNM MQ>>;*UJ^6>0W(-91Y>QW M>?M^0RL_+M7KUV5VF#;I6DY0R*TH!G\```##WNCF_P"G=Q3CVOO>[5:2]..1 M*%?S,S;1]UN]/U_TUO"I6MJ'W5E6=?C2L0%D0`!_4(3N3A;MQE.=R480A&E: MRE.5:1C&-*?&LI5KZ4`7_P"-Z6&DUMNQ6D:Y5WTO9ERGI7UO5I_X.DOOMV:? MFT_+\:_>`^^``*NX#P3E?9_-N)]=<%TV7R'F7-^0:KB_&=)A1]V3LMUNLRU@ MX&-"M:TA:A._>I6=R=8V[4*5G.L8QK6@'1E\$?$3BOA/XW\)Z4T%<38;['LU MY#V3RG&M3MUY?V)N+&/7D&YI2[^ZQU^-^'M8.!"5*2MZ_$L1GZW/?*0&8H`` M```````````````````````````````````````````````````````````` M````````````````````````Q+[Y_P#:_6_Q;P_WSW`"R8#U\K)LX>/>RLB7 MLLV+S;GI*=*?+Q[5?\`YW(G2ORX?#_2T]/6 M5?NC2OW@,?,B_=RK]W(OSKM?A3[*4`>$``4MR[ MD,./:FYD0K&N=D>['P+=?2OK>K'\Z]*/Q];>/'\ZOW5KZ1^\!C'.<[LYW+DY M7+ERWN=_P.X]+'P;WMWVYC MELMEKM-KL_<;C/PM5J=5A96RVFTV658P==K==@V+F5FY^?FY5RUC8>%AX MUJ5R[=N2C;MVXUE*M*4K4!"H^KI^M<\3ZTO\CZ"^F3P\BQTWQW,M5PNQ]K9NQK.UOLZD^.Q]D98V/M;-ZEZR!`N[> M[E[8[_[!Y%VOW;V+S'M7LCE>7+-Y!S3G6^V'(]_L;M:R^59GG;&_?N6,##MU M^7C8MKY>-BV8QM6;<+<8QH!)8M8N)B6+6- MBXUBW&U8Q\>Q;C:LV+-J%(PM6K5N-(QC2E*1I3TH`\X``M7VQS;^"6@KCX5V MD=WN(W,;!]M:?,Q+'IZ96P]*5I6-;,9>VW7_`.EE2OQI&0#".M?7XU^-:_&M M:_>```"Y/`]%\VY7=9,/6W9E*W@QE3X3O4_-N9%/7X5C9^,8_;^?Z_?$!=<` M``$LO]7\\")Z?797G'V?IJV]GN;&UXQT!K-CCSMW\+2W87M7RWLNW"=?S9;V M,[VHUDJTC+\)#-N^DK63CW`$HT`````````````````````````````````` M`````````````````````````````````````````````````````&)??/\` M[7ZW^+>'^^>X`63`6LYKNOQ%ZFIQY_N./*DLNM/LN9%/VMKU^^-BE?C_`&=? M[$!00``5KZ?&OPI3XUK7[@%B>6[S],[&L;,O7!PZSM8WI^UNRK6E+N1^S\VL M:>W^PI3[ZU`4J``/XNW+=FWS'C7_PDH_==OR_/E]]/6E/CZ4`4R``/2V. MPP]3@9>RV%^&-A8./M92K2E/6M0&.G47 M1W"_3OAQQ6F'Q+#CR;L3:X5JQS'M/=85B'(=Y/UC= MO8&ILTGDQXQQBF3&DK>OQ[DO?2%N63=R;T*70&:@```````````````````` M```````+/=^]_P#3?B[U)S/O7OWL#0]8]4]?ZS]*\HY?R&]=AAX=J=VWC8>% MAXF+:R=EN=UMLZ];QL'7X=G(S<[+NV[%BU1>MTU5R_;A>Q.-8U^YKL M6487,F>9D0MW;($<#CW< MG(NR^R%JU&LI>E/ME.7IZ1C3XRE6E*?&H#`/F/*,OE^_S=SD^Z%NY+Y.#C5K MZTQ,"U65,;'I\:T]](UK*=:?"5R4J_>`I<``?4TVKO;C86,&UZQI.OOOW:4] M:6<>%:?-NU^[UI2OI3U^V5:4^\!D+C8UG$Q[.+CPI;LV+<;=N%/NC&GI3UK] M\J_;6OVUK\0'G``&>/TY_"SD'G)Y*<7ZNLPV&#UWI?9RWM_E.'"L*:#@FMR+ M5,K#QORR*VY6<>]6('1+XSQK0<,XYH.(<4U&! MQ_B_%M-K..\=T6KQX8NMTVCTN%9UVJU>!C6Z4A8P\#!QX6K<*?",(TH`^X`` M```````````````````````````````````````````````````````````` M`````````````````````````#$OOG_VOUO\6\/]\]P`QTY'N(Z?7SN0K3\7 M?];.)'X5])UI^=>K2OVPLTKZ_DK+TI]X"Q\I2G*4I5K*4JUE*5:^M:RK7UK6 MM?OK6M0'X``*$YOO?P.'^C,:?IEYL*_.K&OYUG$KZQE]GV2OUI6-/['W?L`+ M-````M'V7R3Y-J/'L2Y^Z7XPN[*<:_&%GUI*SB^M*^M)7JT]TZ?#\STI\:2J M`LF```#TN!]$]C^8_;6%T-UC*&OTFGIB;SM;G&5;G=TW$=+6_&-G\5"%RS+8 M["5?7\+@0G2>9EUC2LK5JS?O6@)5?CGXV]5^+G7.OZWZJT<==K[7R[K*] ME_D/+M['&M8^3R#D>PI"%D.P?(COWF&)P?JOK/2SW7)-YDV[N5DW M*SO6L/6:;2ZW'C/,W/(M_M,BSAX&%8C*]E95Z%N-/CZT`Y07UA/K'=Z_5;[G MO;+;7]QUYXS<'VN53I/H6QM)2UVJQX_/Q;?.^?PP[OZ/Y)VCNL*[+YV36ERQ MJL>[+#PJ_+K?OY0&G```;2/I]=`_C\RYWGRG!I+"U]W*UG`,7*M5K#)V,/=C M;7DT8SC[)VM?ZSQ,65/=3\16]+TC.S"0#;@```#%KO+FWXK(CP[77?7'Q)V\ MC=7(5]:79 MBZ[7:_"L7,G,SL_-OPQL/#Q,:S&=W(R86)+NCL?\#S3N7;6_P]Z[C[R]B>FHX/BYMFD_G:?@FOORQH^V MY=LW=A=S,FW6D,BD8@;+0``````````````````````````````````````` M`````````````````````````````````````````````````&)'?ER%KEF# M=N2C"W;XQBSG.5?2,(0V6YE*4J_=2-*`,(-]MI[C87,C\ZEB'[EBVZ_Z2S&O MPK6GV4GEL<^QK,+(SF``/B\ M@W5C0:K(V-[VRE"GR\:S6OI6_E7*5I9M4^-*UIZTK*7I\:0C6OW`,6N``*GX3U[SKMGE^AZ MVZUUUO8N.#V99>3*Y/;0MS9VLY`9#@```````````````````````````I3 MG?.N'=8<+Y7V-V'R73\-X)P;C^VY5R_E?(=R5\ALTNTU>+>MT_0&HO\`X6$:9-[87\H#0Z`` M+P]$]0[?N[LC2<'UM;V/AWIUV'(]K:A&?Z%XYAW+7Z2V'I/\R5^OS86<>,OS M9Y-ZW&OI&M:T`D?<=X_I^*:+4<:X_@V=9I-'K\;6:S`QZ5I:QL/$M1M6H>M: MUG#.E8TE3\V_ETI25N'Q M^%8V:5I.7[/MI]E:@+T````DA?0*\"/Y3.P;_F7V9IOF<%ZJW%S5]/8.=;_< M>1]H8MN$\WED;,__``^LZ^Q\B'X:Y[:VY[B]&=N=+F!ZS^E]W"W:C7\D M[EJM9?L4I3[*U`8B````LSS?>_I#,IKL:?KB8,Y4N5C7\V]ET]8SK^S&Q3UC M']FLJ_&GH`H4``*U]/C7X4I\:UK]P#&[G7(_T[M:VL>Y[M;KZSLXOMK^;?N> MM*7\KT^_YDH^D/["E*_#UJ`H@``>?%Q.7*O7K+K??6?\*7 MENCS)?*YSV9HM(7^,];;.S&[NH4E*.1R&U''E2%=9+YP$+``` M?L8RG*,8QK*4JTC&,:5K*4JU]*1C2GK6M:UK\*`-_P#X>="1Z6ZWLYFZQ(V^ M>\UMXFWY-6Y"/S]5C4MRGJN-TG2LO3]&6;TIY'I]N5=N4]91A"M`,N``!X[U MVUCVKM^_^7WTC[8^M?;2H"@@`![>!A7] MCF6,+&C[KN1M:0MPI65?V*`,A];@6-7A8^#CT]+=B'M]W MIZ2N3K^=(?C#SGS![_P"!=$<#A/'S.4[" MM_D/(9XMW*P.&\-UGMRN3\LV<;?MA3'U6OI6EFW.=JF7FW;&+&=+E^`#H\]. M]2\&Z(ZNX-T]UKJ::3@W7G'L'C?'L"LZ7K_X3#A6MW-V&32%NN=M]KF7+F5F M9$J4GDY=ZY=E^=.H"Y(````````````````````````````````````````` M`````````````````````````````````````````````````UX^6O\`;'TO M\2=;^_O)`&+H``I/EV]_0^OK;L3],[-I*UC^E?SK,/3TNY'['LI7TC_9UI7[ MJ@+%@```MOV)R3]%X'Z)Q;GIG;*W*EVL:_G8^#+UA.?P^R>16E81_8I*OVTH M`Q_```!M<^FWXWTY'O;O??+M?2>CXSE7<#K_`!ZE<^4I4K&>+\0-W@````````````````````````````#1'^L M`_51Q_IF^&FS_D]W>)C>4_D#;W'7W0>%26-?SN+4CC6(LSY!FZ^%VU':Z]Z9.;"W?W-RW+XV<*7YUC!K6GQC/+K2DYT]:5^5 M2E*^L;@#%<```%X^#Z+\%B5VF3#TRLV%/D1E3\ZSB5K24:_'[)9%:4E_J:1_ M+6@"O0```3K_`**G@/3Q.Z!AVMV'I(XG?/>^NU^ZW=K-Q96MGP7KV=+6?Q7@ ME8Y%N&5@['+I*.RW%OTMR_%W+.-=C*6#"<@-U(`````````````````````` M```````````````````````````````````````````````````````````` M`````````->/EK_;'TO\2=;^_O)`&+H#PY.19Q+%[)OSI;LV+AM-CC:G`R=CER]MC&MUG*E/VTY5K2-NU"E?MN7;E:1C^S4!BOM= MGD[C89.QRY>M[)N5G[:5K[+4*?FV[-OU^-+=JW2D:??Z4^/Q`?.``%X.B>GM M_P!Z]F\=Z[T-+EFFROURMYM8VOFVM#QS#E;GM]S?C64(5IC69TA:A*4:7LFY M:M4K[KE`$I/AW$=#P+BN@X9Q?!AKN/\`&M7B:C58D/2M88N);I;INR_/NWIRG*M92K4!4H```````````````````````````*'[,[)X- MTWUWS?MCLWDNLX=UYUQQ;>.:[(VFXV>7<]*RK;Q<+&G* MD(4E%R[CVM]O)Y%[;;B=N4H3VN??I"7R8VHQ`UK@`"N.M^O]_V MCS;CW!.-6?F;3D&?;Q8WI0N3Q]?B1];N?M,VMNDIPP=9APG>NUI2M?9"M*4K M*M*5`DE]=<"T'6'"N/\`!>,V*V=1Q_!AB6ISI"F1FY$I2O9VRS)0C&,\W99M MVY?NUI2E/?.OI2E/2E`*U``%,\OY/A\1T.;ND``*IXGHZ[G8TK>C6N#B5C=RJUI^;%[6J]D-IMK=8W;GWQ M`6U```!8+L;DGZ2SJ:?$N>N%KKE?GRC7\V_G4I*$_C2OQAC4K6%/[*LOMIZ5 M`6T```!(P\$?'#^1'K*/(^2X%;'8_85C%V>\MY%JD0=<](W[L)1A>Q\2%S$Y-N M[=*3C6_74VHW(SLYM@!!.```!N\\$.@OY/.$R[,Y)@_*YESW!M2UUK(M^W)T M?#KD[>3AX_I6M:V\C?SMV\R]3[:6HV(5I&49TJ!GX```#"7MGFW\+-]7$PKW MOTFFE7D^OMRL_X5K&<;DH^RU7XT^7'UIZ>Z0"U(``\MBQ=R;UK' ML0KCU-K2ZZSAP])7/_"9-VE/3YV1.E/F3 M^ZOMIZ4C'^QI0!]@``7/Z6Z@YSW]VMP/IKK;5UW'-^Q.187'=#AUE6WCV[V3 M65W+V6POTC/\)J--KK-[,S;]:5C8Q+%RY7X1J`Z/OB?XT\%\1NA.`=$<`MTN MZSA^KC^F-[+G\OY9G^F5R;ENTA"=VL;2<[D;=;ERF+CTM8\)?+LPI M0#(P```````````````````````````````````````````````````````` M````````````````````````````````````!KQ\M?[8^E_B3K?W]Y(`P_Y% MN8:36W,BGMEDW/W'$MU_TUZ5/V]:?'UA9C^=7[J^E*??0!8"Y9VZV\O5:NL)PK;R<'41]N9EQK6 MM*U^1:G&4+T_0"04`````````````````````````````UA?5V^HYPWZ8GA? MS_R`VM==M.S-M&YP#H+A.=65R/,>W]_KL^[H(YV-:G;O7.,<5QL._N-Q*D[/ MNP,&=B%V.1D8])@<>OL#GW,NU>=6\][!Y/O>9\SY1M[D;NSY#R MCDNRR=QO-SG3MPMVJY.QV698=;O`>$W,7:\CK=A7\/MLVLY3U'&Z2]T??3/O6:W,FE*5I3%M3C6L97+=:@ M;^HQC&-(QI2,8TI&,8TI2,8TIZ4I2E/A2E*`/T``64[FYO7C^GIH=?>]NWW= MJ<;LX2K2YA:NM:PO7J5I\8W!-.J.M;_F%V9I:V>Q. MWM1=UO56OV./*.1Q7JB_>LW;G(X6,BU">+M^Q,O%C=LW:4E6FDM6)6KE(9U^ M`"1D```````````````````````````````````````````````````````` M``````````````````````````````````````-=_EO*,.Q-/.M:@-<')=U+=[*=Z-:TQ+'K9PX5^'I:I7\Z[6G_ M`'=^5/=7[Z4]*?<`IX``>#)R;&'CWLK)N1M6,>U.]>N2^R%NW&LI5_+6OI3X M4I\:U`8M;\;X!Q/%_%[WD^SLZ[#C+W4L8T*TE=S-CF3A&KZI6Q^ISYH;K<\.V>7_@R=%7-UUQX[:>YZV[. MUU5,O&AS#M;)L5])4V?:>XU-K*LTG&WI-/TIUOHN#:OY5_)QK=<[D.TMPI&6ZY%F0MRV>QG6L+ MR+THPA3_`+J5`&O_`)%ON1FWJSI;I6M;>/9C2D+&-:]?3]RQ[ M,:1I]]?3UK\:U`?%``'W./Z>YNMC:Q:>Z-B'I=R[M/\`26(UI[J4KZ5I2Y=K M^;']FOK]E*@,@;5NW9MV[-J%(6K4(V[<(_",(0C2,(TI^2,:>@#^P`!LY^E- MX+9?G!Y*ZS4MP\37:[$QL#7X&-8PL'!PK%K%P\+#Q;4+ M&-B8F-8A;L8V-C6+<86[<(TA"%*4I2E*`/9````````````````````````` M```````````````````````````````````````````````````````````` M`````````&JWSRW4\;G^AU%BM8W,S@NMO9,Z?#TQ?X0VGV MQJ`M````#?!].7QP_@'PV?<_+-?\OEW/,&-KB^/E6O2_I.$W96[]O,C25?W+ M+Y3OI[HX=NSZ2I\V[$!LX`````````````````````````````0[_UK M;ZK5.@NE72W(_D=P>0W'8[7O3;:?-A^,X%T/E9%W'AQ"_.6,FER%(;'&N5`YQX```-NOT^N@?T;K[O>7*,+TS]K9R=;P#& MR(>D\35UEFO2_&3MR]89FUC2L+E*UI7VRM8$:UMQ_P#RE9_;3VU`6,``'[&, MI2I&-*RE*M(QC&E:RE*M?2E*4I\:UK4!?OC&DCI=="W.-/QF3[;V9.GI6M)^ MGYEFE?OA8C7T_)65:U^\!4@``J#B?%.1\ZY1QWA7#]/G/AGQSP?\:N)= M3X4,+-YULH6^6=M\GQ8>M>1=@[7$QZ;*%C(E65RYI..V+5O6Z^GYD98V-2]6 M$;UZ]60&\YK?K&5+&=&MZER$H3I>Y#?QITN>VM)1P[- M^5*TG2'J!)3M6K5BU;L6+=NS9LVX6K-FU"-NU:M6XTA;MV[<*4A"W"%*4I2E M*4I2GI0!Y````````````````````````````8>>>WFEU;]/SQ4[9\I^VLBW M=TG7FANRX[QB&9'"VG87/]G&>'PGKW17*VRMV)7J6;L,'%^=F78_ M(Q[LH@<;+R5\B.TO+/OGM/R/[JW]SDO9W;W+<_EO*=E6DH8UJ[DTM8NLTFHQ MISN?H_CO&=+B8VMUF)&588FOQ+-F'YMN@"QX``R"\:>D]"D\*S>C6/R]AN;OIC6/2M90]\KOI*-J5`$BK7:_!U&O MP=5K,6Q@ZW68>+K]?@XMN-K&P\'"L0QL3%Q[4:4C;L8]BW&$(T^$8TI0![@` M`MAVIS:G$./RAB7*4W>VI=Q=;2E:^_'A2-*96P^'IZ?A83I2'Y;LH_"M*2`8 M/UK65:RE6LI2K6LI5K6M:UK7UK6M:_&M:U`?@``N'P71?BLBNWR8>MC%G[<2 M,J4]+F53[;OI]\<>E?A_9UIZ?M:@+N@```E._J_?@3^,RS;$92I24,"LX`E=@````` M```````````````````````````````````````````````````````````` M```````````````````````````````-1OGQ_;AXW_-G1VI\?^J=#P;#ICY& MZE"FVYCM[,:>NXY1G6K5=A?C]EYF9D6<7$Q<>W.]D9.3D7(V;&/8LVZ2N7;UZ[.D8Q MC2M92K2E`$A_QBNL\+3Y5JQ/F._^1NN:YUOVSK+:3M>F/J+5ZDITN8. MAL7*V+?MK[)W:W;L:4^;6@#)$``>KG9N+KC8Q,*Q=RM,3`M5E M\BS3[O?+UK.=?LKMR?IZTM68_&[=E M]GPA'[*??7TI]X#(;#Q+&#BV,/'C[+./;C;MQ^_TI]LI5^'K.\I\W?)'AW36E_&8'&*7(\F[1Y3BPIZ\3ZXU&7B1W^RM7;EG(L M1V^PKDVL#6QN0E">PR[/OI2U2Y*('1AX3POBW7'#^,'K6586,:Q&GNE6LYU]92K65:UJ!5``````````` M```````````````````````````````````````````````````````````` M``````````````````````````#4;Y\?VX>-_P!S73_\:.8@,(0%JNRN2?A< M:FAQ+G_G&9"D\^4:_&UB5_:6*UI\8SR:T]:T^WY=/L])T`6,```!N1^FMXW5 MM1N>0O,-?Z3N1R]5UEBY,*>Z-JM+^#O>6?+E'UC\VE9X.'+UI7V_B9UCZ2LS MJ!N'`````````````````````````````1Y/UA_ZE\?"OQ:R.C.KN2SUODIY M-Z?:\;T.3J-A+%WO6W5-ZEW6J^4=G]D<#GLNTMQ',P=_>Q\G3ZO$UN!IJTUF+*VE:^OP]`/W^&6_\`]DVO]K6/_D`'\,M__LFU M_M:Q_P#(`>;'Y5R;,R+&)B2KE965>M8^-C8^#;OY&1D7YQM6;%BS:M2N7KUZ MY*D8QC2LI2K2E*>H#HJ?1\\#\CPF\7]3<[`U^/#R"[ALZWFG;N16QCTRN.TG MCW+G%NM(7[5FW7Y/"=;FSIF1I*["6YR-_P!S73_\:.8@,"]YM\?1ZS)V.36E M:68>EFUZ^DK^1*E:6;$?MKZSE]M?2OMC2M?LH`Q7SLW(V.7D9V7J``,J/$KQOVGD5V/8UF1;R<7@7')8VSYS MN;=)6_9@5NUKCZ+"OT]*4VV]E:E;MUI7ULVHW+WI7Y=(R`DP:G5:W1:O6Z33 M86-K=1I\#$UFKUV';C9Q,'7X%BWBX>'C6H^D;=C&Q[480C3[(TH`^@`````` M`````````````````````"T??7>/7'C5TUV1WSVYO(\=ZXZKXKLN6\JV=+=+ M^3^"P+=*6-=J\2MRU+8[S=9]VSA:_$C*ES+S3W M9ODIV9>NV,_FFVKC\5XO3,N9FMX!U_J97,7AW!=-*4;5JF'HM5[?GW;=JS^. MV%W(S+D*7LF[6H&(H``]//S+>!BW0Y%*2I&6-&?[AK87(UC[0``4ERW=?HS"_#6) M^F9FQE"%:5_.LV/LN7OM]:2E^UC7\OK7[@%G````22_U>CZ=U.^.X[GF%VEH MXY/4O0N_L6NN-?LL:4L/FG=.';Q]C@;.U2=:1OZSJ^W>L;"5?3VSV]W"I&LJ M6,BV`G.@```````````````````````````````````````````````````` M```````````````````````````````````````````````U&^?']N'C?]S7 M3_\`&CF(#4OS[DGZ:V?X/%N>[6ZV<[=NL:_FY&3^UOY'P^$HQK3V6Z_'\VE: MT_;`*!``%SNH.I.8]V<[U'`>%87XG9[*=;N7FWJ3CK='JK%8USMUM\B$94QL M#"MRI^6=V[*%JW25VY"$@)-_2737$NB.OM1P#B-GW6,*-]:A;V'(MYD M0MTV&[V-85G^[9,K=(V[?NE&Q8A;M1K[84`7;``````````````````````` M``````0(/UG/ZF=.X.T\7P$Z@W\KO6_2>\AM^^=CK;\J8O+>Y,6W*&OX3^R+ENY"EW6VY`(EP```+;<@V?X[*^3:EZXV-648>G MV7+GV7+G[-/6GI']CX_>`^```/9P\/*V&7BXN969FY%G%Q,:S&L[N1DY% MR-JS9MQI\93N7)TI2GY:@-M'4?76+UKP["TL:6[FVR?;G[_-A2-:Y.SO6XTN M6H7*4I*6)@PI2U:^RE8QK+TI*<@%SP`!Z^5E6<+&O961+V6;%N5R7W?_`%MX^=9X_KR/L#?6<')V]['NY&LXGQS%C+,Y/S+= MQM2MRII^,:2Q>R[L:2CNVX2`Z?'COT+UYXP]*]==#]6:N.JX3U MOQW%T6LC*D/QFSRJ5GE;CD.WNPI&.3O.2;G(OY^;=I2E+F3D3K2D8^D:`7H` M```````````````````````````````````````````````````````````` M``````````````````````````````````````!I,^IQR3]#]G\;P,6Y[=CL MNL=3"-8_ML?$KRCF4+U_U^V,[GQA"OV^OK6GQB`U-``"XO5?57-NY>9:W@W` MM5+9[K85E=NW+DI6=;J=?:E"F5M]SFTMW(X.LPZ3I[YUI*4I2C;MQG=G"$@) M)'C5XX\3\\JXWL,*?D'VS^D>ON@='>KBY%[%Y%?PO=O.Q\W79%9UOZ'K769,AZQ MNY-/=9S]Q2,H^E8XOYUBS+UK^Z5N5]*5A&H#.P```%K.:[K\1?IJL>?[CC2] MV76-?A]]`;Z=]/%WH'_"1[,T?X7O3R+T.N MSL#$V.+"WL^O^G;URUM>-<=I2Y;_`!.!M>;3A8W.TMUE2M+<-?8NV[=_$NTJ M!(*````````````````````````````````````````````````````````` M````````````````````````````````````````````:$/JF?\`Q`\/_N.< M?_X[=A`-:P"_W0/CAV-Y$?YU:7;L:4E MG[2];_\``85GUO7:_&7R[5)W8`2*.AO'WK_Q[XE#C7#,'YN?ETLWN1\ISK=J M6]Y)GVX>WYV9?A']PP;,JR_#8ENM+./&5?2DKDKER8%\@``````````````` M`````````````%.-@:S78MR]=G7X1A"M0'*>^J]]07DWU'?+SF?=%Z6SUO5N@ MC+@G17#L^5;5>-=9Z;+R)X&;FX4+EVQ9Y/S'.O7=MM)4E=E#(RJ8T;D[&+CT MB!K3``'@RK[;=J%92K]]?NI&GY92E6E*4^^M0%J,W+N9V3=R;M? MSKDOS8^OK2$*?"%N/[$8_P#;K\0'J@`"O^LN!9_8W+];QS$^9;QIS_%;?-A& MDJ:_4V)P_%Y-?7TC6Y*DJ6[5*_"5V<:5^'K6@&W'5:O`TFLP-/J\:WB:[6XE MC"PL:W2OLLX^/;C;MQ]:^LI2]L?6LJUK*5?6M:UK6M0'T``!3_(]Q'3Z^`LA*595K*5:RE*M92E*M:UE6 MM?6M:UK\:UK4!^``#=I]#SZ>-?-7R7L\][#TLLOQZ\?LW3/GX.=E8,L[=6Z1N0IJL:N/=^5+.QY@.AG&,81C&,:1C&E( MQC&E*1C&E/2D8TIZ4I2E*?"@#]`````````````````````````````````` M```````````````````````````````````````````````````````````` M```````:%?JBV+V3Y$<)QL:S=R,C(ZAXW8L6+%N=V]?O7><=@V[5FS:MTE.Y M=N3E2,8QI6M:U]*`/H>-GTY>7[J9_!^)5K:RL?B%O]PYGO;=)^[Y. MRAI3TE\RDL^4?6-+=BM8W:`;M.(<-XKP#CVNXIPS0ZWC?'M59I9P M=7J\>-C'MT]*>^]MZM/LG?IZT]E?RQLT^'^JK7\E`%*@`#]I2LJTC&E:UK6E*4I3UK6M?A M2E*4^-:UJ`VD]!=84Z[XA;O[''I;Y1R&-G.W-9Q_=L*U[*UP=/Z^M:4_!0N5 ME=]/MOSG3UK2,?0"^P``_BYRS&M?2M:>M:4G/W"*6%FMG(YOV+N M;6/=Y;RW*C/UNQAG9EF-C#M3K*6+K<;&Q_=6EFE0&70````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````HK*ZYX+GRL[B^ISN=8&DQN.Z[DN;C_B M]AK-/BYNRV%G%U=,G5W\*>0UYGN,;WZ'C&1"N!;NQ MK\K8\@A2%W'I\8^VY8U4)1O3^-/W6MJGQC[J`-C0```+=!<,R_.[M?13L\Q[$ MUN;Q[H'6[*Q.WD:#KO(E1]A4QK]*3M9_/KUK\'K;OLA..ELW;MN5RQLXU MH!*A```````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````!XK]^QBV+V3DWK6/C8]JY?R,B_N MW*QMVK5JW&LI2E6E(TIZU`F;&- M=K^CN6YTLBS:YMVSM9$^:[/7V[>MN4K&D=%A85:V[=^YD^\#2*``/XN M3A:A.YLJU_8I2@"U>TSY['+N7Z^M+=/S+$*_P"DM1K7 MV^O]E+[:_LU_(`^<``*DXAQ;:W[\W:94+%+DHRE:Q;%/6>5FY'L MI64<;#QXRN3K3X^V/I3UK6E`&WGB7%]7PSCNJXUI[?R\'58L;$)5I2ES(O5K M6YDYE_V_"N1F9,Y7)UI\/=*OIZ4]*`*C``'RMSM+6HP+N7/TE/\`\'CVJU]/ MFWY4K[(?E]M/2LI?DC2H"Q-Z]=R+UV_>G6=V](``;,?I2^!6Y\^_*?C?!-AAY]GIK@<\+F_>?(<:EZS#$X;B9?_`)KQ3$SX M>V./R#G^?8_1^)Z3^=9Q_P`5F0C&74?(8XW=ODCQ_-IV)G:W)C38<`Z%RJ MY.JV]JY*U?A?P=SVKE6[VJQ:UA.GZ)Q]G*OR[DL6Y4#GJ@```HOD^S^S769? M]S/*E2O_`.-"S_\`TE7_`+'[("BP```;'/&7J[^"O':\SW&/2._Y1C6Y8,+D M:?-UO'YUC>QX4^^%[:RI&_<^/PMQM4_-E2=`&4@``_*UI2E:UKZ4I\:UK\*4 MI3[:UJ`LKRC=5VV?6-J7KA8M96L?TK7TN5]:?,OUI^6Y6GP_L:4_9`4T``/K M:#0[KE.]TO&.-ZO-W?(>1[;7:'0Z76X]S+V.WW6XS+.OU>KU^+:I*[DYN?G9 M%NU:MQI64[DZ4I\:@.E;]+#P,TG@%XL<9ZZR\77Y'<',XXG-^\^28GR,B6PY MUG85N-.-86RM^Z67QK@>'*FMP/;*EF]..1F1MV[F9=B`V2@````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``QN\NO*/K3PQ\=.TO)+MG.CC<2ZTXYD;2&MMWX6-EROD61*.#Q7A.B]\+M) M[SEW(,G'P,:M8UMVIW_FW:QLV[DX@R_+OO\`[1\C.W=I+:=?K*4L#44]? MVU,NY:K*]2GV6(2IZTK*-0&T:E*1I2,:4I2E*4I2E/2E*4^%*4I3X4I2@#]` M`%$\RW7X/%_1V//TRDK]:5C3^QI7]@!:4```$J_ M]7)^GA7F/*\KSS[5T<;G%>$9NSXSX_:[868SL[OG%GYNNY3V)"S=I6-W"X9; MGV4);6[D7(UA>U\*U`F<@````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````.=A^LB_4T_P`*SR(A MXG]2\B_&=`^-&^S\3D69K,KYNJ[&[TQHY.IY)NOF0A"&9J.N[-V_I-=*E9VY MY4MAD6YW;-^Q*($9X``?E:TI2M:U]*4^-:U^%*4I]M:U`6QW>RKL;^RLBY.]=E* MY.4J@5\````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````#1#]?+ZF,/`;Q2RN$];[_\#Y,^1>%N^&=8RU^1 M6&VX%Q:./;Q.<=L5E8OVR(^MZ MM*_&%BOK2L?V)7OL_P!3Z_EH`H````&=WBOU=^%QI]E;G'],C+A?PN+V;T*> MMG$K6MG.W%*2I[H7,JM)6+-?A7Y7S*_&-R-0&:0```+1M:RK6OPH`Z('T1OIXT\(O&>SR_L'2TP_(;OO%T_+>PXYN-*WM.$<:C MC2R>'=85I?MPO865I<;-GE[>W2,95VV5[8X%T1U=S_N7M+D&+Q?KSK+BFZYGR_>Y=?6&#I-%A7<[*_#V(_NV=L< MFEJEG$Q;5)7\O*N6[-J,[ER$:@OV.&\3QXTOW\:&9:P[DLS9W+'MLY>XS,O)C&%+WMH!A`` M`/5SE/V*`/```+H]0]=9/9?,L+3>EVWI\7TV'(,RW^;^'U=FY&D M[-NY6E8QR\ZY6EFU]M:5E6?I6,)`-L^)B8V!BXV#A6+6+AX>/9Q<7&L0I;LX M^/CVXVK-FU"/I2%NU;A2-*4^RE`'L``"E^5;K]%8-;5F?IFY=)6[/I7\ZU;] M/2YD?EI6-*^D?[*OK]U0%EP```2&?U?_`.G=7R9[Y_PG.S]'+)Z/\>-YA9>B MP]AC1NZSL#N;'MV=EQ_32A!VKUC57`L3C8```+=N/C2K3UI7UCMC5V9_+IZ5]LKE9SIZ>_T`7@``'AR+]K%L7'7'0?5NMELN9]D21?S+]*5K"W6[2U;]+ M4(1B!D$````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````#5I]7GZBG'OIP>(O*>S\;*UV7W3SG\7P'H#BN5 M+&OW-GS_`#\*Y*?*M78_F9FYA3]VV%(RK^=:U, M94I;KZ5I7(EZQK25FH#8"```"V/-MU\VY348\_W.U*-S,E&OPE=I\;=C]FEK MX2E_9>GWT`6]```!.L_5[OIV_P"#[TM=\M^TM%^'[A[_`-#BTX%A;"SZ9G!^ MD\N6-L]9=C;N6H3Q-QV7DVK.RR*^L_35V-?&-;XV63:P]=JM1J\6[G;+9;#+ORA9Q< M+!P[$[MVY.M(PMPK*M:4H`YNI;#K_Q^XWD M_-LPQN$86=6N9S//UUV]2WB\F['V%BFQS/S(W;.+3$PIRN4PH3J!JD_@;RC_ M`.XN9_WL/_E@'\#>4?\`W%S/^]A_\L!_=OA/++LXV[.AS[UV=:1MVK<(2N7) MU^$80C\SXRE7[`%'9_3O;F?E74]]?2W#Y5GTMVH_"$*?N_W4^W\M:U MJ`]/^1#MC_>+O/\`Q5G_`%\`_D0[8_WB[S_Q5G_7P'[#I[FN!?Q+_+=1D\2X M]+-Q+&SY#MZ6K6#K)D?HGENIS\ZENM M+-JS.[+VRE7VTNW/=:I'Y=NM?6M/O^S[P%J)\TXU8/'1EW4\Q[@R*PNTP.29EZ_?N<.ZPA>K9E"[>YCGZ M^YS:Q\>U;L6+%N%FQ8LPC:LV;-J-(6[ M5JW"D86[=N$:4C&E*4I2GI0!Y``````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````18?UC+ZB%>`<+Q/!'JG M>?+YCV1JL+D7?FSUN5.&3QWKN_>MY/'.OZW\6Y2>/LN?7L>N5LK,Y0G'1VK5 MN<+EC:>L0(6H```+E\)TOMC7<9$/C.DK>%&M/LCZUC=O^GW5EZ>V/['K^6@" MXH```-^+_@-ER>Q:KRSM[FF'8G9ES[M?>XF''E'(:_-_=J:W#MX> M/K-9;G2D[6JP,:,_6[2Y.0&?(``````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````,1_.3RZX/X/^-/8?D%S: MMC,N<=P8ZOA/&+F12QD\X[$W,+UCB7$L.M*_.K'.S;\NSN=]P=E[N]R+GO8_)]KRWE.WNQI;CD[7;Y,\F[;Q<:'[C M@ZW#A*-C$QK5(V<7&MV[-N,80C2@%NP`!]G1:F>XV%O&IZTL0]+N5P=1\N5/FX&/2-*9VXK3TK[?PL)TA9^^M M^Y&M*5I"?H!JYK6M:UK6M:UK7UK6OQK6M?MK6OY0```55QG6?/O?CKT?W+'E MZ6:5I\)WZ?'W4_+2S]O^JK3\E0%?````F]?JO7TR_P!#:K.^HWW)QWV[3>V- MQQ#Q?U6UQ?;=P-'*65I>==N6;5R=90O[V5+^BU$Y0A*.'#/O4I.UE8UV@$S8 M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````'Y*481E*4J1C&E92E*M*1C&E/6LI5KZ4I2E*?&H#GG_7$ M^H?7S4\EKW7_`%WO*9WCQT!F[7B_!KV#>C/6\YYC6<,3FG9'OM5E;S<',RL6 MF!I[GON6ZZS%IDVO9+-O1`:2``!^QC65:1C2LI2K2,8QI6M95K7TI2E*?&M: MU`7OXYIXZ?7QA.E/Q>1[;V5+[?2=:?FV:5_[FS2OI_JJUK]X"H``!\[;[7`T M6KS]SMLI2K2E*5K6E`&HW MLKG>?V+R[9ZFNU./*5,/$C2DI1I<])5N7:Q_-E>N3E3 MX5]`%!``#VL+$N9V3:QK5/SKDOSI>GK2$*?&=R7[$8_]NOP`77QL>WBV+6/9 MI[;=J%(QI]]?OK*OY92E6M:U^^M0'G``&RKZ4?T^N4?4<\N^&=+XUO8Z_J[0 M?+YUWMS#"]UC^#76.GS<6&RQ,'.E8OV;/*.7Y=ZWJM3"L+DHY.37(E;ECXV1 M*`'5CX?Q#C'7_$^,<$X3HM;Q?AO"^/Z?BO%.-Z;&MX6HT''./Z_'U6ETVLQ+ M5*6\;`UFNQ;=FU"GPC"%*`*C```````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````!'X^OM]1'_!:Z!IXY]8\@ M_!=\>1&DSL+,RM;E_*V_7W3UZY>UG).31G9G^(U^UYE=M7]-J[M*1G2%,_(L MSA>Q+=0$!X```%>\*TOXB_\`I7(A^XXTO;BQE3X7,BGVW?C]L;'W?V=?[$!= M,```&!_E1VC^,RK?6VER:UQL&Y9S.47K4Z^V_FTC&[@ZCW1E[9V\.,J7KT:^ MM/G5MT^$K-^(NQ],G*C2OI7[;=GX2A#]B4OVTO^Q3[@ M%1``#W=9K-CNMCK]/I]?F[;;[;-Q-9JM5K,2_G['9;'/OV\7!U^OP<6W=R^.U-G+5<&ZUX[D[_`'%VU&%S.S[WS+6% MJ-#J+%R=N&3O.2;K+Q]?@VI2A&YEY-N,I1C6LJ`Q/+_O_L?R"[.R MI3Y%SW>7LS$T]K)NY.LXAQK&_P#->,\+T5;T82CIN,::W:Q;4JQCOO;3-L8=FE?6Y+UN3]/6EJS'XW+LOL^$(_93[Z^E/O`7X MQ,6SA8UG%QX^RS8MQMPI]_I3[92K]\YU]:UK]]:^H#V``!:SN#L;&ZUX;F[B MDK<]SF4EK^/8D_2M;^SO0K[X.UT/S>M.D]W=T_1&LV6-.ECEWX['A[U;O)9'4_0V\NW^ MR<_`O2IA\S[IQK>1@9FME6-?3*U/66+?NX,?7VQGM[^;6L9QL8UVH$;$```% MX^):7]&87XF_#TSO79QMVK5JU&L[ERY.5:1A;A"-:UK6OI2E`&J+NKLJ]V7S'(S MK$YTX_JOFZ[CN/+W1I^#C<];NPG;E2-89.TN1I>'D]UEXU]9V;MC/YIMJ9'*N45P[F9K M>`=?ZF5O*YCSK[Y%JY=L_CMA=Q\.W.E[)M4J!UF>@^CNNO&G MICK7H7J;2PX_UWU7Q/6<1XQK:2^9?KB:^W6N3LMED^D9Y^[W>PNWLW/RI_NF M5FY%V].M9SK4!=T````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````&HGZRGU",;P0\7MC'A^ULV?('N>SMN M$].XEN[9KG<>K7%MV^4]G3QYR]WX;@V!GVZXDJPN0GN,K"A.$K-;WM`YR>1D M9&9D7\O+OWLK*RKUW(RO7KDJRE*5:RE*M:UK MZ@/"``*NXCI?TEF_BK\/7#PI1E*E:?FWLC]M;M>E?A*,?VTOV/2E?M`7B``` M!A]Y2]H?HG5PZ[TV1Z;'5:ULZZM85]UN_M)PI*Y2OI7\- M'TK2L;U*@,`````5WQG6?*MUV%Z/[I>I6./2M/C"S7]M<_8K=K]G]C_H@*M` M``!TF/U>;Z9-?"/QBIW=VKQV6O\`);R6U.KWW(,39X4;.WZUZLK*.RX7UUZ7 M[4<_6[;:0G;W&^LU^5*F;%5IN(YMV,Z\.ZSTN5ERT M&LNV[5V]CPW&SN95[9;.5N]DOE1MTB!@P``/8Q,6]FY-G$QXUG>OW M*6X4_9K\:RK7[HPC2M:U^ZE`%^=9K[.KPK&'9I^;:C^?/T]*W;M?CE/LH`]\``49S_FNMZ_XKM.3[.M)QP[7R\+$]\87-CLKU)1PL&U6OQ]U MZY3UG6E*UA:C*?I6D:@-1&^WFRY+N=EOMOD5R=EMG[%/6OW`+HTI2-*1C2D8QI2D8TI2E*4I3TI2E*?"E*4`?H``D1_J[WT MR?\`#5\FZ=]=J:".=XV^,FYU&]VV+L<:S?U79';MN=C;<*Z\NXV7">-L]%J8 M6Z;C?6ZQO6ZXUO%P[UOY>RI.('2-```````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````0^_UCKZB-,W(Q/` M'J?>1EBX=S2%=3WY1I2W*W@RIB[[:1I[_`-W_`$=: MI.,[.5:J!$;```!=3A>E_#8]=KD0_=\J/IBTE3XV\:OVW*?DED?=_84I^6H" MO````:R/(KM&O.^5UTNJR:W.+\8O7L7$K;E7Y.RVE/W+/VE?3\V[:A*-;./7 M\ZGRHUG&M/FUH`QV``']0C*_[$[5Y9K>)<:P*>^./:R,V\0NN/!7QBZO\:>LK4;VJX)IJ2Y#R.Y8I8V/.>=;67X_F7-]O3WW M;E,SD.[NW+ENU*Y+G,.XL^6OV//\`9QGP_IOB.;EZYH.-X]F[L]G6D MK5)8N+6Q&Y"]?L^X#F;\QY?R?L'EG)N=\UW>?R3E_,=]M>3\HY!M+OS]CNM_ MO,Z_LMMM,V[Z1I/)S<[)G+_PZ5=C>C^;"M88U*T_;3^-)W?\`0A^UI^SZ_D`5 MN```"?9^K(_3*KTKU-E>>GUQIV\KAW2F3 M_2$L;<=K9F/"YCW*PK*&@QL>Y9N?+V5^`"6(```````````````````````` M```````#!'R)\]>K>EY9W&^,3L]C]A8_S+%S4ZC,A_![194:^RL.1;^S2]9I MDV)TE2>'BTO9$9PK"]^'K6D@&1W0/.]SV=TWU_S_`)##"M;KE>BCMMA:UMFY MCX%F]?RLF-+.)9NWLB["Q:MPC&/ON3E6E/6LJU]:@+P````````````````` M```````````````````````````````````````````````````````````` M````````````````````````/5SL["U>%F;/9YF+KM=KL7(SMAL,[(LXF%@X M6)9GD9>9F9>1.W8QL7&L6Y3N7)RC"$(UK6M*4K4!S?/J_?4#S?/CRCVFXXSL MSGZRF7:_A%V'D8=V7NM[/L#8X-N_'W0M7;>JQL&Q= MA&[9N5D!JD``']V[=R]E^ZY-RG^GO2I3W4I7TI6L+=/S8_L4]?MK4!]D``?$Y'R#6<5T6TY%N M+_X?6ZG$N9>3<^%9RI'TC;L68UK&ES(R;THV[4?6GON3C'[P&H?G/,-ESSE& MUY/M*UC>V&16MC&I+WV\#!M_F86!9K[8TK;Q<>E(^[TI6 MUV#M(U_.NSI3U^7:C6GOG^3U^/I3\M:T`76M6H6;=NS:C2%NW",( M1I]E(QIZ4_T:@/(``-PGT4OIN;'ZC'EUI-#R?5YLO'CIZ>I[`[\W%N-^SB9V MEMYLY<-*@=1_6:S7:77:_3Z M?7X6IU&IPL36:K5:S$L8&NUNNP+%O%P=?K\'%MVL;#PL/&M1MVK5N,;=NW&D M8TI2E*`/=`````````````````````````````4UR_F/%^`\9;S`X[Q MS38]5+] MV'K2_=K"?_#'TQ_$W%_^M98#)0`````````````````````` M```````````````````````````````````````````````````````````` M``````````````````!&3_6(_J)?R.]76/"GJK>_)[,[HTD-EV]L==>]'&)W[%V,L/=]EY>+*U=MU]TX:*S?IE8WE*5K"/[/K^2@"Y0```->WE%VC^G=S'@&GR/=J M=!D4N[N[:G7V9V\C&L:8DJQKZ3L:F,JQE3[/Q$I>M/6W&H#$@```%S-%K?T? MB4EM/C"GI^99__`!*5]:_V5:_DH`^X``*GX5PSE/8W,>*=?<&T M>?R?FG.>1Z3B/$N.:JU2]LM]R7D>RQM1H]/@6JRA&YF;+99EJS;I6M*>Z=/6 MM*?$!U9?I4?3]XI].7Q$X-TIAVM9L.S]U:MR>,\-QXV]/J*5C:I/#Q*9$[4,C)R*S`V2``````````````````````` M``````+8]N=O\'Z1X9G\XY[L_P`!J\6M,?#P\>,+VVW>RN1E+&U&EPI7+5Z-NW;C*Y1O):YV^O2T_$=;D7OX+\*P;]R MNLU5B591AEYTJ^W]+;V]9]*7LJY&GQK6-J%JW7V`,;`'[2E:UI2E*UK6OI2E M/C6M:_92E/R@)1GB/B7\'QKZW=?8/D;W!V%WCVGN)[WGO97(\SDG(,ZM)0Q[=R]2WCX M&JUMB4Y_@])H=5CV,'`QZ5K'&PL:U:C^;"@"TP``^MI=7=V^?:Q(>M+?K\S( MNTIZTM6(UI[Y?ZJ7[6/]E6@"^UFS;Q[5NQ9A2W:LPC;MPI]D80I2,:4^_P"% M*`/(``+,=X]F6^MN'7K^)=A_"/=TO:[C]JOI*5J]6W3\5M)0K6GK:UEJY25/ MA6E;T[<:T])5]`-5-RYL_%9'XR]'UL8TJ>RE:?"Y?^VE/V:6J5I*O[/I^R`N$` M``":!^J\?3-KLL_/^H[W#Q^-<#5W=UPSQ?U6SL1G'+VE*9>CY_VW"S.GI2UJ MZ5OZ'43K[O=D2V-VL(2L8MV0$W`````````````````````````````!;SM/ MM'A_3G"=QS[G&PK@:346XTI"S"E[/V>??]8X.HU6+64/Q6RS[M/;;CZQA&GK M.Y*%N$YQ`C0^07D%S;R'YM>Y5RJ]7$U>)6_C<5XKC7YW-5QG57)TE3'QZ2I" MF5L````````````` M```````````````````````````````````````````````````````````` M``````````````````````````"`!]>7ZB-?+CR(ET;UKO*YG0'CKN=II\*_ M@9,;NJY_VK9^=JN6\XC.Q2EG/UFD]+FHTUWW7K=;$,K*L3^7L*QH!H6``'[2 ME:UI2E*UK6OI2E/C6M:_92E/OK4!>OC&FIJ,"E;L:4S,KVW9DWI>VUCXV/;E=O7KDOC MZ0MVX5K7_0`:E.V>P\OLGF.?O;E;EO66:UP-#A3K_P#HFJL3G\FLH4^%,G+E M*MZ[]M:3G[?6L8Q]`+:``#V,3%NYF1:QK-/6=V7IZU^R,?ME.7]C"-*UJ`NQ MB8UK#Q[6-9IZ0M1I'U^^4OME.7]E.5:UK_H@/8``&P#Z9G@=S7ZB?EIP'Q_X MY7/U?$97?X6]P\UP\>5V/!>JM'E8G\)=Q&Y6QD8UO<[.N3:UFIA=C6U=VN=C MQN>EKYDH@=7SKGKSA?4G`>&=7=<\?P.*<"Z]XSI>'!I..\>U]C6 M:G78])RG=G'&P\:$:SN2E3K^NN,WRK4Y2P)VY`<^P```%;\,TOXS)KLLB'KC8L_"X_XR['TOY,:>RE:? M&W8]?6-/V)7:TI*O['I^R`J8``>?&QLG-R_EYF7?M8V+BXUJY?RQC^27 M?-C2\][KR;EGTS^+VJ8EZ[PWJ>EV4(SA;X#KMG=_'QI[HRWF9G5A.Y9I8K0# M=>`````````````````````````````TJ?4>\G)[;9W?'WA6?6FJU%^QD]D[ M#%NQE#9;>W\K*P.*PN6I5I^%T\O;>S8^M:RS/9:K2-<>Y28&I(```&0'7?&_ MT7@?I;+M^F=LK<:VHRI^=CX-:TG;C^Q/)K2DY?V-(T^%:5`7(`;X?&W^T5UE M_%JQ_P#6,D!>\``````````````````````````````````````````````` M`````````````````````````````````````````````````!;?N#MC@_17 M5_.NX.R=O#1\'Z\XYL.3:7D3V#Y`]BQR:9_*]A'%XYH:;'+NX'#>$ZFDL3B MO$M7"MVEFUCZK74I*_*U"W'*S[N1E2C2Y?N5J!BY_`[0?[$N?[:R?]<`/X': M#_8ES_;63_K@#T=CQWC.LPK^=DXURENQ#W>VF5D>ZY.M?;;M0_=/VUR=:4I^ M3U]:_`!;O'Y=N<.S#&Q+MFQCV_=2U:CC69TA&4JR]/?O;_*.9\AL8%F7MLB. M+C1K;PX2I3Y4)?+^%_+GZ6X?;6GK67I6D:@*QV7B+T=N-AF[79<>VV7L-CE7 M\W-RKO*.0UN7\G)N2NWKDO384I2LIRK\*4I2E/A2E*`/2_P,^@/]ZNR_X4/C=6:S8ZK$A@=E>06+8M;+7Y]J584NWM+TS8R,7;7)1I"-S>9&N MC"=R&/FV0'1J`````````````````````````````8N^6_D%B>/74^PW^+=Q M[G-N0RNZ'@>NO>VY\S<7K-99&XR+%?64]=Q[%E7(N^M/9.]\FQ*L:WHU`1D\ MW-S-EF9>QV&5D9V?GY5_-SLW+O7,C*S,S*NSOY.5DW[LI7;^1D7KDISG*M92 ME6M:U]:@/5``%;\&XW7?;2EW(A6NMU\H7LKUI^;?N>OK9Q/V:7)1]9_V%*T^ M%:T`9(TIZ?"GPI3X4I3[@`!OA\;?[1767\6K'_UC)`7O```````````````` M```````````````````````````````````````````````````````````` M`````````````````````0[/K[^>U.RN?X_AGUGN/F<'ZJW%O;=Q;#`OPEC\ MD[.L6:TU_$JW;-*_-U_7F/DW/Q=OYE83W-^5NY;C=UUN0"-T```"R_-M[^D, MW]'X\_7#P9UI.L:^L;^73UC.?K3[86:5K"/[/NK]E:`*'``'DM6KM^[;L6;< M[MZ]&V^&<>LXER,);7 M-]N7M[T:^ZED:TI0"SH``RN\(?#WM;SS\H>I?%KIS"E/'5'C/ MTMIHZ7KOJ3BF%QO41G&W^D-QFTKWK<8QR^2QV.#J-?G;;:9>/@:S68 M>5L=CGY=V-C%PL'"L3R5O?V=Y"]L; M3E%N>19XCIXST7!=9>I6%<708UV4OQ]^S[8>S8[W)K+*O^ZE9VZ3A9K*4;,` M&-```]C%Q;^;DV,3&MUNY&3=A9LVZ?;*=R5(Q]:_92-/7XUK\*4^-0&4O'M+ M8T&KQ]?9])3A3YF3>I3_`,/E7*4^==K\*5]OK2D8^OQI"-*`/M@`#?#XV_VB MNLOXM6/_`*QD@+W@```````````````````````````````````````````` M```````````````````````````````````````````````````UJ?5,\YM= MX.^-6YY%ISS,K8['89M^YDYF=GYM^>3F9 MF7DWI3NY&3E9%V4[DY5K*3'E9QW6['7X6WP?D[WJWH2_=Q]QQ+B$[=^W3*U6Z[ M`O6RO2M/ M6DKU:>V%?A^9ZU^-)4`7<```!OE\=VY.OP MC"-:@.=M]1OS3W_G'Y*\G[/N7,["Z[T7S.(=0<9R9W;<=+P36Y=^6+GY6'*< M[5CD'*LF<]AL*T]91NWHX_OE:Q[/M`P,``'@R#8MXV/:C_I;=N/I2LI?;.Y.OQE*OQE M*M:U^-0'O``"P7DEW9@]%]9;3E%96+_)-A66FX=K+WI.F;O\JSH$='9;+/W&QSMMM9D[#89V5RO>H_EWZ2M;'7;#-PJ[3?6JV[MFNFPI8E[Y< MMCCSJ!U480C;C&$(QA"$:0A"%*1C",:4I&,8TI2D8QI3TI2GPI0!_0`````` M`````````````````````++]_P#R>]Y+ MFQN0U.KA[91N?*EM/9CQK_X.,ONNWY?F1^^GK6OQ]*@,G[5JW9MV[-J$ M;=JU"%JU;A3TC"W;C2,(1I3X4C&-*4I3\@#^P`!67#=%^E<_\5D0]<'!E&UVDN1QMMQ#K>MVU.G[IOXRM[;:0K2-:8<<*WZSMY61;B!$Q```!:CGF M]^;=II<:?[G9E&YG2C7X3O4_.MX]?3X5C:IZ2E]OYWI]\0%M@``I3U^%/C6O MPI2GW@,V.I>$?P4T-,S.L^S=[F%O(S*3IZ7,3&]*RQ<#TK\82A&7ONT]*5^9 M+VU]?90!=@``>#)RNSK&%JU M:MQK*4JUI2-*>M0$>/RG[SR.\^SEZTI.%F-JU+U^7Z@,:@`!=;HOI/LCR0[BZUZ&Z?X[DK&QAX=F[?NRC;MSE0# MLA?3?\$NM?IQ>(?5OBUUO^'V,N*8%S<]AQM^ZY? MC^D\ZU#'P;-VY=G@ZC$P\.DY0QH5`9T````````````````````````````_ M*UI2E:UK2E*4K6M:U]*4I3XUK6M?A2E*`(X?G+Y'2[T[0NZCCV=6]UQP"]EZ MCC5;%V5<;>[+WQM[KE,HTE6W=CFW[7R<.7QI^"M0G2D97KE`&$@``_J$)W)P MMVXRG/0X[J;=B<8USLGVW\^Y3T MKZWJQ_-LQE\?6WCQK[:?=6OK+_3`*I``'L8F+?SLFQB8\/?>R+D;=N/W>M?M ME*OI7TA&GK6M?NI3U`9#ZG6V-3@6,&Q\:6H^MRYZ>E;UZ7QNW9?LSE]GY*>E M/N`;<.E/[57!_P#U):_\M>`71``````````````````````````````````` M``````````````````````````````````````````````````````````8= M^=OEUQ/PG\;^;=U\A_"YV^Q['\'NMN+WYRA+F'8VWQ\FG'-+7Y=8W(Z['ECW M,W87(UI*UKL2_*'NN4A"0'.:[`YYRSM'G'+>Q^=[G)Y#S/G/(MMRGD^ZR_;\ M_9;K=YM[/S\FL+<86;%N61?K2W:MQC:LVZ1A",81I2@%(``#X')-S#2:VYD4 MK&N5=];.';KZ5];TJ?\`A*QK]MNS3\ZOW5^%/O`6`G.=R<[ER4ISN2E.GIKA'\(=S7>["S[M/I+T)0AE:>V=K$I6EVY3\M84K2M)5`9C@```UJ_4`[^IQS00Z6XQFTIO>48MO+YID M8]R-9ZSC-R7KC::=8TK*UE<@G#W78^L91PH>DHUADQJ`TX@```Z%_P"J:_2F MIU?UUF?4N[LXU*SV#VUI]GQ7QCU.WQ96\GBG4V5>EA\I[0CAYN/&[B;CLW)Q M*X6IR84A.G'+5Z[:GE?MCC4^$ M:_\`=U]?MB`O@```"[G!-%^&QZ[C)AZ7\J'MQ(RI\;>-7]M>IZ_9+(K]GP_: M4^'PD`N(`VO]*?VJN#_^I+7_`):\`NB````````````````````````````` M```````````````````````````````````````````````````````````` M``#QWKUK'M7;]^[;L6+%N=Z]>O3C;M6;5N-9W+MVY.L86[=N$:UE*M:4I2GK M4!`/^KUYY7?-3R.R==PW:3R.A^F;NUXEU?;L7(UPN39T\BU;Y7V1+V2G2]_" MK,P+5O`K67I'4XF-+V6[MW(I(#4V``/YG.%N$KER480A&4YSE6D8PA&E92E* MM?A2,:4]:U`6!Y)NI[O97+U*UIBV?6SAPK\/2U2OQN2I_P#27I4]U?R4]*?< M`I\``?5T>FS>0;;!T^NM_,R\Z_&S#[?;;C\97;]VM/VMG'M1E.=?NC&H#8!Q MS0X7&=+@:7`C^X85FD)7*QI&YDWY?G9&5=]*U_=NK=C:O;K>9,9PU>HQJU]9>_+R*>MR48RK M:L0N7:TK&%0$;KF'+=YSOE&]YAR7,EG;SD.QR-EL)9C&U8MTK6EJS",*?"-`%-@`#<)]$?Z8V^^J!YJ<4ZTVN'L<;Q_ZREKNQ_) M'E.+'*L0Q>`X.PC'"X-KMG9A2UBT7$>/Z+BG%]1KN/\`&>,:?6<>X[H=1B6<#4Z31:7"L:W4:C5X.-"WCX6N MUNOQK=FQ9MQC"W:A&,:4I2@#[````````````````````````````*$[-[$X MWU/P3DO8/*\FF-I>-:V[G7HQE".1G9-?2SK]3@QN5C&YL-MGW+>/8C6M(UNW M*>M:1]:T`BR=J]E56Q;E6N-K<&U&./K-1A4E2E: M86JU]JW8M^OYTHP]TZUG*4J@6]``'V-#I\C>[3&UUCUI\V7NOW?3UI8QH5I6 M]>E]WYL?A&E?3W2K2GW@,I\+#Q]?B8^%BVZ6\?&M0LVH4]/A&%/3UE6E*>Z< MZ_&5?ME*M:U^-0'L@`"H^,:26ZV4+OI6'K^99I7X>DK\J>G MY:1I6OW`+^1C&$8PA&D8QC2,8QI2D8QC3TI&E*?"E*4H`_0&U_I3^U5P?_U) M:_\`+7@%T0`````````````````````````````````````````````````` M`````````````````````````````````````````1_?KN>?%>ANG[7B]UIN MZX_;7>6ER:\RSM=E1AG<)ZAO3NX&RI.5NY2]B[3L._;O:['^%?37V_)M4TV-/]UOQC/-E&OQA8K\;=BM:?9*]7\Z7W^RE/ND`M M,```#+OI3A'Z&U5>3;"SZ;/ MLJ`+Z@```T.>:_?W\KG8->+<>S*W>!<"R[_X6-OO94C7Y5_' MM3MUQL*7YU/D1G=A6E,B4:`85``#[G&.,\@YIR7CW#N):;8\CY5RS>:GC/&> M/:C%NYVVWO(-]GX^KTVFU>%8C*]F;':;+*MV+%J%*RN79QC2GK4!U[_HJ_3* MX[]+[PKX?U/G86JRN^NP8X/8WDERW!_#Y(=9:^= M-3K?;.F/D7896PA;M7-A?B`VZ@````````````````````````````-"/U%/ M(_\`E%YQ#J+BFQ^;POK[.N?IV_BWO=C;[F]NES&RZ5E"587L3C-N<\6W_P#W M4\BOYU*6ZT`UJ@```R-X'QO]!ZNF3DV_;LMC&%V_25/2>/8]/=8QO2OQC*E) M>Z=/A7W5]*_M:`*[``']VK=R]LISG6D8QC3[ZUK4!D# MQ[36])KK6-^;+(GZ7=R#0W>_/?)GN?L#O'LO85S^6]@;_)V^3:AW&T?&=/ M"]*=RQH^,Z:Q8P<.$JRG3'L1]\I3K*50+,``#Y>XVEG3Z^_G7O2M84]MFWZ^ ME;U^=*_*M4^_\ZM/6M?NC2M?N`8]963>S,B]E9$ZW+]^Y*YK.$RY?R"$\NU6NDU4K>5LI5I^9D2]U:XVO]?3TK7*G" MOOI_]%&7QI7T`9Q1C2-*1C2D8QI2,8QI2E(TI3TI2E*?"E*4`?H``P;\X>_? MY+.`UX1QW-^5SGL##R<2WDJ>LK.5G?G8F)+\V5)5NW(5 MI*R`T5@```F_?JH'TC\OEG*[?U/>^N.1AQ#A^3M^/>)_&]QB2E7D?,[5;^HY M7W3/'R(4LUT_#HUOZG0S]+M;^WGEY5*69Z[%N7P.@$`````````````````` M```````````PE\W?)G'Z%ZZNZ7CV;&G9W.L/,U_&+>/=M_BN.Z^4:X^PYAD6 MZ2]]G\%2=;>#65/2[F^E:4G"S>I0".'.<[LYW+DY7+ER4IW+DY5G.17=F^A=SFX^\S-?DRN8'.>W+,+NMWFSK*-(V MLG5\'M3O:K!E'W1GD3SKT9W+5ZQ6`&A<```%C>8;S]+["MFQ/UP<*LK=GTK^ M;>N^OI>R/R5I6M/;"O\`W-/7[Z@*1``'M86%D[',Q<#"LROY>9?M8V-9AZ>Z MY>O3I;MPI6M:4IZRE]M?2E*?&OP`9\\)XIB\.X_B:BQ[)Y%*?B-CE1IZ5R\^ M[&/S[OK6E*_+AZ4MVZ5^-+<(^OQ]:U`JT``4ISCF>AZ\XEO^:\FRJ8>DX[KK M^QS;E*P^;=I;I2-C#Q(7)VXWL[/R90L6+?NI6Y>N1C2OQ`1N.V.R]]V[S[D' M/>0R]N7NM-=@V\C.G25;-JS?`ZV/7_``'AG57!N(=:==<;U7#N!F)J./<;X_@6-9I]1K[%*RK#&P<'&A;C[JRE+T]95K*M:U`J\` M``````````````````````````%G>]^[^%>/?6VZ[*YQE>W"P*V=?I=-8NVH M[;EG*-A2Y#2<5T-F[*E,C:[:_;K_`&&/8A=R+M86+-V<0(Q?:G:?,>Z.<[OL M3G65;O[[>WHUIAXL[M=5HM;8I6&NX]I+=WTE9U.HQZ_+M^M*7+\_??O5E?NW M9R`MZ``/=UVOR=IG8VOQ(5G?RKL;<*?'TC3[9W)^GKZ6[4*5E*OW1I4!E1I] M5C:778VNQ:?N>/#TEY.M:_L4]*4^%*`/I@`#Z^CU-W M<[&SAV_6,*U^9D7:4]:6<>%:?,G_`*JOK[8_EE6@#(2Q8M8UFUCV(4MV;%N% MJU"GV1A"-(QI\?C7X4^VOQJ`\H``^WH-1/<;"W8K2M,:WZ7VU2O[2E M?NG=K^;3\GQK]P#:[UK"%O@?%[=N-(6[>KM0A"-/2,80G>T?#7QVO<7X+N*8G??=N-M>, M=?UQ+M/TAP_00LV\?EG8TZ0N0N8=_3XN9'&U4ZU]9;7(MW8QN6\7(I$"!)*4 MIRE*4JRE*M92E*M:RE*M?6LI5KZUK6M:_&H#\``%$$?*MRYELK/I-1G*W*-?2GXV5RDHUK9MR`:Y`` M!G_].#Z<'D-]3?R&T_1'1&G_``N!B_@]QVGVGN,/*N<(ZAX1R%C$Q+5C#Q;=C M#QL>Q:`RZ```````````````````````````!0?9O9O!NG.#QLCEO)(6X MPG.$I6\;'C\BU*<*?-N@6T```!?GKCC?X##KN\NWZ9>?;I3$C*E/6Q@U])4N M4^^D\NOI7_44C^6M`%SP`!^TI6M:4I2M:UKZ4I3XUK6OV4I3\H"^W$]'^AM= M25Z'IG9E(WLGUI^=;IZ>MK&__-4E7W?V=:_;2E`%4@`#^HQE.480C64YRI&, M8T]92E*OI&-*4^-:UK4!?#CNGCI]?"U*E*Y5[TNY1\FU3]UR\V_2W M2UCX]NDKV3D3A:MQE6/,?-'R+YSWCRNN1A8&URZZ?@7&+MWYE MKAG7FIO9%OB_'+=(W+EG\7;QKLLG/N6ZTMY.RRVW M:LV84MVK<*?=&$(TI3]B@#S``#%SRS[WM='=9Y.3K+]NG..5TRM+PZQ7TK/& MOUM1IL>0RA*,HRLZ#'R(W(TE2L9Y-RS"5*QE*M`(]]^_>R;U[)R;UW(R,B[< MOW[]^Y.[>OWKLZW+MZ]=N5E.[=NSE64I2K6LJU]:@/$`V-_34^E]Y-?5#[NQ M^J>A^/RUO$]'>P,SMKNKD.!G_P`G'4O',N[.E,S>;#'MTCL^3[2S8O4T^BQ[ ME,[:W;4ZT^3BV,O+Q@.L)]/OZ??CS]-OQYX]X]^/?'OPN!B_*VO.^=[6UBW. M;]K+BV_;B:W$C#&QH0M0I2H&<(```````` M```````````````````+8=P]R=<="\`W79G:G)L+BW$M';I\_,RJUGE9^;=C MWW6PE;K&QC6(SN3]*U]*0C*40(D?E3Y@=B?4$[9PM76WL>'] M'<1R[F=QS@TW2N/S;C2-NU9LPI;M6X1I\(PA"-*4I^2@#S``"L M>%<A6NNPO;?S9?&E)T]:_*Q:5I\?=D2C\?R0I*OV^@#):E*1I2,: M4I2E*4I2E/2E*4^%*4I3X4I2@#]``%><'T7X[+_2>3#UQ<*=/DQE3\V]ETI2 M4?M^V./2M)5_LO;^R`O(```"O^%:7YUVNVR(?N5B588D94IZ3OT^$[WQ_P!+ M9^RE?^ZK_8@+H@,ZNN/_`&&XU_ZMA_Y2X`K8```````````````````````` M```````````````````````````````````````````````````````````` M```$1CZ__GO7E?),;PBZQW59<;XAF:_D/?&PU^3&6/N^7V:V-CQCKZ<[5/2[ MA\/I[-CL(5G.$MIR MZ?FRC7\L<;UK'_5UK^2@"@0`!_=NW.[VNT]LJQO5C^Y8<)Q^VSA0E[:?& MM*W*SE3X2]`%PP`!\[;[;6Z'5;+>;C,LZ_4ZC!RMGL\[(K6-C#P,&Q/)RLF[ M6E)2^79L6Y2KZ4K7X?"E:@(Y7D/W/LN\NR]OR_(^=CZ2Q6NIXGJ[LJUIK>/8 MEVY7$I.%*^V.;GSG+)R*T]?W:[6-*UA&/H!8T!(G^CU^KR>27U)-EQKM[M7' MWWC]X;3R(9U_LS:Z[\+S;MG76+OI=UO2>@VF-*WL<3,N0K9GR/+MUTV+6ERM MFF??LSQ`'3,\5/$WH#PIZ6XMT#XV==Z?KCK;BMFLK6!KH2O[7?;>_"W'9=O2?A[QZ<^8[.G(^Q=A@WVE6,HXV;M[E?FV M>+\=G?IZ2S4/EIW+Y?\`/;?*>R=K*6%AW;V)PS@> MDKE6N*\2Q,N[&GX73:R=V]+(V>;[;=,K.O5N9F76$(RG\NW:MVP+O]8<(M\) MXW9QKT(UW&Q^7F[F[3TK6F16%?E8494K7ULX%N=84]*UI6=9RIZ>[T`7'``' MFQ[%[*OV<;'MRNW[]R%FU;C3UE.YUV!?V>;CX./3UN7YTC[ MJ_M;<*4]UR[/^PMPI6M?]#\H#(;7X-C6X>/A8T?;:Q[=(4^SW3E]L[D_3X5G MX``/HZK77MKG6<.SZT]\O==N>GPM68^E;EROW?FQ^S\LJTI]X" M_&-CV<3'LXUB%(6;%N-NW&GW1C3[:_EE*OQK7[ZU]0'G`9U=KGZ'R;LX6,24H3RK=0 M'/#WV]W/*-YN>3;N^0\BVVQWN]W.RR+F7L=ON=OF7MAM-GL,J]*5W)S< M_-R)W;MR5:RGE?MMX,94]M?3TK=KZTKZPJ`RO```!JG^H/W[[( M6>B^+YM/=*861*<8;CG',]G

)\) MTOK;E2F5M,S%M7+E*6[=9W91A("??]*W]5/Z#\:[W'.YO/;8<;\F^ZL&6)M= M5U)K[&3?\>>";"'OG2FYP]MB8>Q[CVN-+V5I798V'I+W&SCXV-CV8PM6,>Q:A2,(1I2,8T MI2E*4H`\X``````````````````````````HOL#L?@75/&,[FG9/+^/<'XKK MO2F7O.2[3%U6!&].%R=G$LWU2=^]*GMMPE+X`(^?E]]:[ M)S;>UX)XCZR[K[,ZWL+)[EY3KH_C;EJL?;6_P;B6?;E#"K*O[3-VUN=SVUK2 MF%;G[+M`(_/(^2\VW)>1[O+N9^XWN]V&5M=OM,V[Z?,RL_89M MV]E95^5*4I[IRK7TI2GV4H`OET/P3](Y\N8[.SZX6KNUM:>WROIZ5O5]:5];=:`,O````7EZTXW\*\AS+?QK[[6LA.GQI3XPO MY=*5IZ?'XVX5_P!57\E0%XP```7GX3HOT?A?I'(AZ9F="-84K]MG$KZ2A'T^ MZ=ZOI*7['MI\*TJ`KD```%YN*:7]%X/S[T?3-S*1N7?6GI*S:]/6U8^/V5IZ M^Z7V?G5]*_90!50``SMZ[A.WPCC,9T]M:ZJQ.E/A^TNUE]P=+ MA4K263<]V1?]M90Q,.WZ2REUN%JM? M:I9P\#'MXUB'PK7V0I\9W)4I3WW;LO64Y?;*=:UK\:@/H``#(GK?PI\T/(?C M6=L/'#H'D_.,O*Q96>/FQ[UYIL]A_"#<].],Y.VXA MUO>W&5DSR]ECJN@>J^"]/]=Z2/\`]G\1Z_XWK.-ZBF1*W;MW]CF6==8LSVFXS:6J2R<[ M*E>S,JY^?>N3G6LJ@7<``````````````````````````'R=]O=+Q?2;;DG( M]K@:/C^AUN9N-UN=KE6<'6ZK5Z['N9>=L,_,R)PL8V)B8UJ4[DYUI&,8UK4! M'Y\E_KCZ_`R-QQ;Q]DI6:;'CG!K$L;8Y-B[3] MUQKVSR,64?2E+V#6E:Q`:'>YO(#N;R$Y'_"GN3L/D7.]K"MW\%#:9,+.GT]N M]6E;N/H..Z^UAZ#C^+,Z*[R';6,&/NC8 MC^[9MZG_`,SBPK3WUI6OP^9%*DJ4E3\V]D_;;M_DK&U\)2 M_P"Q3[P%WP`!]'4ZO+W6SP=5@P^9E9^1;Q[-/C[8UG7\ZY.M/7VVK,*5G.OW M1C6H#8)@8=K78&%K['K\C`Q,;#L^OI2ORL6S"Q;]:4]*4K[(4^P![8`````` M```````````````````````````````````````````````````````````` M``````````````````#2I]:#*\P.P>G-7XV^*72_8?.,/L^UXN<<6QK5O M"UW#<',A'!X#A9T\[$G=SN6;#&EMZ[5>V=8U_E:[:GK&,J>Z7[/M_)4!;C_)"_4M_ MH<]O_P#ZNU/^ZX!_DA?J6_T.>W__`-7:G_=<`_R0OU+?Z'/;_P#^KM3_`+K@ M,N>B?HZ?4$P];.]/QAY?A\AVU8?BJ;[=<&XU#"Q:1N7<;"IE\CY3JL:E:TMU MG>K2?MI:G)KUFO*L_J+KC#KZRR9;WF6;O=A"%)TC[< M;#X=HM_A9%^5*^ZD9Y=F'MI7UG27I&H&>O5WZO9UWKY8V5W-Y`\OY17UIE*4^%*`/Z```` M`````````````````````````8D>=72?-?(?Q7[7ZDZ\V%C`YAR37Z/)TUK+ MRH8.%N+W'>3Z7DMSCV7FSI2.';WMC42QHW)2MVHW;D/FR^3\RE0(F&7].'SA MP\F_B7O'#GT[N->N6;D\2.ES\:4[ZPY)^D,SVW\Z7R,:M82]/W/&I*F36E88\:^GVUI6=95I\ M*T`5?_@V]Z_\V7)?_$8__I(!_@V]Z_\`-ER7_P`1C_\`I(#]CXU]ZRE&/\F? M)*>ZM*>LK.-2-/6OIZRK7)]*4I]]0%[--T!V?I]?9PK7!]U6L:>^_ MR)TI\RY7]V]?2M:>D?R1I2@#ZO\`(IVK_O'W?_BK/^O`'\BG:O\`O'W?_BK/ M^O`/[M=(]JW+ENW7A6XMTG.,:W+ENS2$*2K2E9SK\[X1C2OK4!>37=4\SUF' M8P['&=E[+,/24_EVJ2NW*_&Y=GZ7/VTY?']C[/LH`][^3CG/^]K9?]Y;_P!< M`??UG3?.,^Y&F1A8NJLUEZ2O9V;8EZ1I7TE6-G#GE7JR]/LI6,:5_+]X#(7@ MW6^IX7&63&Y+8[B];K;O;&["EN-JU+VUE8P[%)3I8MRK&GNE6LIR_+2GYM`+ MC``````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````_)2C&GK*48TK*,:5E6E*>Z< MJ0A'UK_II3E2E*??6OH`_0`````````````````````````````````````` M```````````````````````````````````````!^5E&-8TE*-*SE[84K6E* MRE2,IUC&E?VTO9&M?2GW4K4!^@`````````````````````````````````` M```````````#4S];CR"[B\7_`*=W;'E:`1'?#_]8Y\\>G^U M>/9/D?SVQY&=*[+=:_'YUQO?\/X9IN8Z;17[UJQM-YP#DO$=+Q?)AR#`Q:4N MVL/9RS-;D_+E:I#'N7JY5L#H<:G:Z[>ZK6;O3YEG8:G%F6)^E/?9R<:]&<*_?&5`'T````1>OKP?6C[=\)><\6\7?%2[I-#VYM M>(X//>PNTMWHM7RF7"-/O,G9X7&N-<6XYR'"S^.97)=A#6RS\K*V&-FXN/AW M,>W"SGZD/FUYA>:'9W6?DEWYR#M/@VC\8.:Q]/R;/L4A.[*S6.16M85E2-8@3'0```1/?U@ M3OOZE_A)V%P3O?QR\D>:\6\9^U,?"X=L>-X'%>OMKKNMNU]+K+MS]'4V&ZX7 MLMA#5=@?6/`^X>L-]C\FZ_[)XOJ.7\3W>-24(YVGW.);R\;Y^/QLBW.UM\=Q^RN M^.SI;&SUCUK=V,];K+.OU5+4-OSKF^?C0NYF#Q34Y.1:L6K%BE,O:9EREBS* MW;MY65B@0Q>:_7[^K1VSR^U_!KOJ/"Y[K:PQ./\`7_4_4W7=O!AG;7*ACX6G MTU-QQ/EG-MU=O7KMNQCVLO99UZ4O2D:UG*59`3\_!7@_D=P'Q>ZOU?EMV=M> MUO(?:Z>/)^SMYL\3C6%;T.^Y!2&?_`366N*:S5ZB]@<)Q;EO7RR(1N?C,JS> MR(S^7=A"`&70````".!^LE>;^]\9O&+J[J#K'E&1QSMWO#L[1\EL;'5Y'RMM MH.!]*[G2\XR]Q8O6+M,C79>9V%;X]8QY3C\O*QK>="E:_+G2@&[#Q`\B-#Y9 M^,/1WD;QR.+9PNVNO-#RC.U^'U=]U3/F_+NT=1S;9:?1<8W M%G:PU.FX9F\=P*Z#E&DOW;=:_+R<'-L7(3]M9TN0I6W(#H@>-?>G&?)OH'I[R"X?C9&!Q MWM_KWC//,#59=Z&1FZ2>^UEC+SM!G9%JW:M7\_0;&5W#OSA&D)W;$JQIZ5H` MO<`T]?7/\A.^?%[Z?W+NXO'7FNVZ]Y_H>QNLM??Y9I]7I=M?UO'M]OJZC8PO MX^_U6XUEO%SLK+Q[%;D[/NIGZK_' MMQ@[>GEEN=U3"O1N7-3R'KKJ'::?86OLNXF=B3X#;G*S>A6L:RM7+5Z'K[K= MR$Z4E0">C]+;SFC]0OP]X/Y!;#CF)Q+FWZ5WG`^S./:JN3+0X//>*3Q?TGD\ M;N9M[(S?T#N]9LZZYYS8[PZ^X_M>4Z73Z70:?=ZW%PLS M;X^##YTK49?.K;A&=*S]L@(67^7/^J[_`$QN9_\``OJ;^;\`_P`N?]5W^F-S M/_@7U-_-^`?Y<_ZKO],;F?\`P+ZF_F_`/\N?]5W^F-S/_@7U-_-^`?Y<_P"J M[_3&YG_P+ZF_F_`/\N?]5W^F-S/_`(%]3?S?@-N_T8_+7ZM/U#_*[5Z/EGEM MV#3QZZAIK>==[;;'X;U;C0V&K_$W_P"#'6V+G6.`6[F/M>Q]I@7,>5FL\F^Z=WVQ@\!XOU-G\0Q]OH^'ZB.DR^0;;GF/N+UB M7%^.Z.Y?EG6=3CQE2]6Y2/RJ>VE*UKZ@2I0`!I!^O%WCYK>+GB?QSR/\..V\ MKK7^3OL#7ZCN7"M=?=:*: MZ]D4A>W/%)<$UG$N';RNML797)Z[/U])YORXVX9N+6LKD@)Z'"N9<7[%X=Q3 ML#A&ZPN2<,YQQS2..\:YGY';/0X7)>7;[F%G)V/# M>J./[RSD5T6/>TVMV.NR][SO<8\*9UG&OWK6'A84K%^]#)CDQM1`U:_2#^IM M]6/SX\[NO.JN7>2L\WIO00W7:?=&JUW2?0.NQH]<<6K9].-0V^OZHL\AP,;E M/)]GK-)\^UGVL^S8SIW;=^EZW28";^`````B<_5S^K)D>-/U5/"GKKC>^RK? M77C/ML3EWD;@X&1.6-LOY=-77BNYU.RUOLNV<_8<&Z9VT]OK_6E?3*W5/2L+ MENDX@2P,;)Q\S'L9F'?LY6)E6;63BY6-=A?Q\G'OPC=L7[%^U*5J]9O6I4E" M<:UC*-:5I7T`>8``69\@^O>Q^U.H>7<"ZD[HW7CSV#OOT!_!_N#CW%M%S7<< M0_1?)]+N=K^$XSR:=O2;/]/Z379.KN?/K3Y-K-E=A^Z6X@-`/TX.8^>?9'$? M-#R"[8\]><]C:'Q*[F\N?'K7=3;?J/J_6Z7G6?U'UEK=AQ3L39.7_P]=#_W&>K_`/B1HP%Y@```H/WHV`"\WZJI_6%]Q_P")GV%_?N\=P$_P```&.?EKXR=>>8OCOVCX MY=GX_NXMV7QR_JX[.UCPR<_B_(,6Y:V/%N8:BW.Y9C7;<4Y#B8V=8C6<8796 M/E7/6U.<:@[^S.@.UM7^BN=]7[TH!*I_5B_J)TU6UW_T]>U>01AK M]W=V_/O&S,V>3*D<;=QA>V?8?5N).[.<8VMOC6[G(-98C2W"&19VGK*=S)L0 MH!-.``%'=A]@<.ZHX)S'LWL/?X'%N"\!XUN>7R+'$.-V_27'U$>X=MI]I'8]==,9 M$.A>MOD7:W<*YJ>O,W/L'AAR790GM.M]M;[IZOQ[]SUR;W"^7Y&-H^P=3B6XPC"WK^ M,\PMZ_-IZUEM\JS,C%N9U=MB\UWEV$\*ECW4M_AZ MTGZ_&5`$:L!-(XU^J@=?;_CG']]/S5YEBSW>DU6WEC1Z1TEV./+98%C,E8C= MKV5"MR-JM[VTE[:>OIZ^E`'V_P#-*NO/Z;G,_P#H-T?\YH!_FE77G]-SF?\` MT&Z/^5O+>/EY>53. MOZFQG;.U@3G7+K'Y<`MCW/TYUQY!]5\YZ6[=XSB]V63Q#S$[-T'&[V5?TW.9_]!NC_G-`8\>6WZLWP?QG\8^^/(/! M\N>5\NS.F^KN8=B8W%\OI_4:?&WU[B^HR=G;U5_:V>P-A=U]K,E8]E;L;%VL M*5]:1K]@")&`E@^%/ZMEPGRS\5.CO(_8>67*N$YO;W"<7EN3Q3"ZCU.\Q='< MR,S-Q:X-C;7^?:R[GPC3$]WS)8]JM?=Z>WX`,HO\TJZ\_INO^F_X\[;Q^U7:.=VWK]AV=R3L;&Y)LN)8 MW#LO#IR/1<4U%W2W-=B[_D5K*CC7^-3OQR/G6ZRID_+K;I\OWS`V&@`````` M``+5]W=)]8>1G57-ND^YN):WG'6O8.GGI>3\'F8F38G:R] M9N-1LL:SF8.;CSMY.%F6+5^S.%VW&5`(PW./U3GH'9[_`#/DRE*Y= MX_Q;&LVM5K*4I;C+$Q*7Y6X7\B_60&Q(```'+1^LG_6A>:G]V;9_O1IP&\O] M4J_MA^;G\3.C?W\[-`38P`!9GR)Z2XIY)=$]N="1AX>[P8W/S([/0;"=K-Q95_:9./"7W`.1]V?USROI_LGG_4_.L#]% M\UZSYGR;@7+-=2LY1P^1<2W.9H=QCVKERW9G=L6\_!N4MSK&/OAZ2]/2H"?K M^K1>6].]?!S.Z%Y!L997._%'E%>)VHW[\K^7E]5\YO;3DW7>;=N7;M;GMUFP ML[G2VK48TMV,+4XM*5K67I0"1D```"E.=\VXQUIPCF'8O-MMCZ'AO`N+[[F7 M*]WEUK3&U''.,ZO*W6[V5_TI67RL+6X5RY*E*5K6D?2GQ`AN.V^P-[RNU@7[M;]=%H;U_\'Q+BUF[*=R4\+B7%,/"UF/ZRE7Y& M)"E:UK\:@36_U7KQ(EU9XI<^\J.2ZN./RGR4Y774<.OW[5?Q-GJ;K'+V.FQL MFQ*Y*ES$CR/GM_;RNVZ0C2_CZ[#O>Z<:V_8!)_```!0W9_8W%.G^M^?]L[._E:WCV#>OUK= MKJN-:J5C7XD:_M,7&MQ^R@#HN?09\M*^5GTZNJ/TWM);#L/H2MSH#G= MV&13@N!KZ\%W.1\RY/-R*;;KG8:JEW+O4K7)V-C+_.G*$Z@-S(```,&NGOI_ M]-])]-^5G1_%>2]F[#B?F!V;WGVKV7L.0;GBV7R'1\A\@.+:SB/,L/@V7K>& M:G6ZS2ZS6ZJW/66]AB;._9ORE6_>R8UI"@%&Q^EKXE1Z&M]&PXOM89EKQ1R? M#*'=\/X+0[SITCEV_7(UM>3QXI3C$MQ=SZRR_GUTM;-,B<_2S2W.=N0&;W5_ M7^FZFZTZ\ZKXYD[/-X]UIP;B77^BS-W>QFX;H-?QS5Y.VR,'"UN#?V= M_!UL)Y$[./8M2NUE6%N$:TC0"N0````````````````````````````````` M```&C3]8S_JHN\?XY])?WV>)@.;4`Z_7CE_\/70_]QGJ_P#XD:,!>8```'.= M_66_ZT+E7]QGJ#]Z-@`O-^JJ?UA?/]WX6KQ?=E\HZ?KEREJ^8Y%FQ^?E[#K#9YLZ9 M5ZEN5S]!YERY>N1Q]9;I$"$!UYV!S'JCGG#NS>O-_G<6YUP#DNFY?Q'D>MG& MWG:;D.@S[&RU6PQ_?&=J/]G\3P\CYU>$=HZ"W8Q^7<=E&?K97?2[>U. M;BW94I*Y6E`,X`$.;]9U^HI#!UVD^GEU7OO_`#_9_H/GWDIF:S+K&6)K(?(W M/7?5F=2U6M*SVEVMCD6QLR]LH6;.K]M90OWH4`B5^-'CWV'Y6=\=7^/75>O_ M`$AS?M+E.%QS62N1G+"U.'*-S-WW)MO*W2MRUHN*:#$RMEG3C2LH8F+KO'3JW#_#\0ZQXSBZ2SFW;%FQL.1[FY*YG,5?W9NH/WWV`#G.@.Q;UQ_:\X'_$SB_[ MQX("LP````````&`'U5_ZMGSB_Q9NVO^*>P`N/$7H'LWR([7S_`,%PSK/CF1N_R\;7X<9>D/GY$:SK&%)2H!RH?*GR5[(\ MON_^S?(GM?/_`!?,.R^1Y.XNX5F]D7M9QO36Z1P^.'^,VKV5B7R\S M:?*R])SSM>%J=(PNX^KA=OZ+4SK[XURJ[&[6$+F/BW:@32@````'+1^LG_6A M>:G]V;9_O1IP&\O]4J_MA^;G\3.C?W\[-`38P```<^K]9N\3?Y%_-;CWD/Q_ M7?AN&>5'#X[?97K5/2Q9[7ZXLZOC',\>-F%90QX;+C.3H-A[Z^RN3F967*D: MUA.50,8/H%>7%/%7ZB'6NOWNRA@]=^0]F70G-99-Z%K#Q,WE^?@W^O=U] M+%F>#V%@:['N9$Y0I8P,W*K67MK*E0.EH```".'^LO\`EY3HSPFUOC[QO;QP M^>^57):<E;S\7J7A5W7\@Y[F0E:G[[-K<[:[J-/.,Z>S)PMAEPIZ^R M7H!`MZ0ZBY;W[W%U?TCP3'CD\P[7YWQ?@/'HW(W)8]G9-8\H MVJ7Y:GBVGQ-/BY6=.U"W'(V>?'%^?E7JT]]_)N3N2K64JUJ!&'&_'#CNT_#57IUMTGDX\-URB[I M,"E/W..7B7,RW[I1C) M@.;4`Z_7CE_\/70_]QGJ_P#XD:,!>8```'.=_66_ZT+E7]QGJ#]Z-@`O-^JJ M?UA?#N^/\AU6PT>]TNTQK M6;K-OIMMB7L#9ZO8X=^,[&7@Y^%D3M7K4XUA^S;_1V;3)OUN?H^Q&@$[GSM\O\`@O@OXN]H M>1O.98^7_!'3SP^%\8NY$) MA4"4V``````(.?ZU#Y=4Y;V]TUX7\9VOSM-U+J:=P=H8F/=A.Q+L/FV!>UW! M=5L+7NK&_:/G-W)G]*]26(SY+@= M8]G]DW0=;X.MQM#M,W(NU^=F9O M(>O\_3;#(OR]?F9>3>I6M91E4!MQ```````!H!_66_ZKWE7]V;J#]]]@`YSH M#L6]"`K,````````!@!]5?^K9\XO\`%F[:_P"*>P`0?B^DO'+>9-.:YVLR_F:SGW>=FSD:[=7:SL9$\?.U/66)D7M/BUE"$H[2[ MLY>MRU7'G0#4;].+P@YE]0+RLZ_Z`XW7-UO&LF]+E':_,<2S"[3@W5VBR,6O M)M[2EW]REL\NN39UVMMRI6-W9YV/&?I:^9.('5`ZXZ[X7U'P'AO5W7/'\'BG M`^O^-:?B/$..:V,XX6FX_H<&SKM9@VI79W+]ZMK&L1]]V[.=Z]/UG7^J5?VP_-S^)G1O[^=F@)L8```-,/U MZ_$S_"I^G3VO>TNL_']A=`?+[_X-\J'KEWK/!<+-_E`U-KY=JYE9/Z2ZVSMK M*SBVZ>N3L)E6)V[^-E8U^W&=NY"49PG&E:5I6@#J[_`$X?*W$\U/"OH3R%_$XM[DO* M^&8VJ[&Q\6,;,<#M#B-V[Q?L''IA4I&>!BY7)M5D9>';E2E:X&38G&LH3C*0 M&;X``YE?UUO+Z/EU]0SM3-T&V_2?6G1_R^ANN*V+ER6!D8O!L[/IS3>X]/6F M-D_I[L/.VMRSEVX_^<:VWAT]TX6X5`9__JNGB3'LWRC[&\KN2:SY_&?'#BM. M.\*OY-FY2S?[5[0P]EJJYF%J`` M```YD_UUO+6OEE]1/M_,TVT_2/7?2%Z/0?7M+&1.]@7,3K_.S[/,=QB2I2&- MD0WO8F9MK]G)MQK2_@TQJ4G&?:_='C'Y0>5'%L7UZ_P#%G^3: M/+H2Q97,G=7.PN0W-+>AI[GXBU[_`."6%&.PV7MA>K8Q;MN4J1C+W`+!]5]D ML1S\"'S( M5_-G#UC7X5J`ZX/CUW5Q3R.Z,ZD[YX1>A=XOVWU_Q?G>JMQO0OW=?'D&JQL[ M+TN;.WZ4AL]#G7+N%EVZTI*UDX]R$J4E&M*`7B`````````````````````` M`````````````````````!HT_6,_ZJ+O'^.?27]]GB8#FU`.IWT']0GP%TW1 M72VHV_G#X@:K;:KJ;KG6[35[+R6Z7P=CK=C@\/TV+FX&?A97-;63AYN'DVI6 M[MJY&,[&?_P"]!TC_`,N`#_*-_3T_IX>&?_[T M'2/_`"X`/\HW]/3^GAX9_P#[T'2/_+@!`I_6$.V.K.Z?J-K.U6M*2I M2M0&4WZJI_6%]Q_XF?87]^[QW`3_````````:COK/?3TQ?J"^(6_X]Q?5XM_ MOOJ'])]C=%9\J6;67L-YCX%*H#8AYD?4R\A/-KI;Q;Z2[7V,YZ#QJX3;:A8XEB;&U2-,;?=@[6MO6XU(W(Y%K& MGE9ENDZ8/B86%B686[5J$8PMPC2,:4I2@#Z`````"D>?\ZXQUAP3FG97-MG:TO# M>ON*[SYQI^=..)K<&Y/VT^,O;Z4^(#DE^5/?W) M/*?R.[H\A^64NV=SVYV%R'F'X"[>_$_H34YV9.WQSC5F_6E*W<3C''+&)KK% M?_H<6("9O^JU>(M.`>//:7F%R;5RMRS&QAQTW9&9GYG)=5A6K4IV<;$XWV'B;G7X]F-:5AAX]B7MA&<:`-@/Z MKYY:?R5>6O._%OD6P^3Q7R9XE^DN+6\B_P"EC&[5ZLPMOO=?9QX7?2SB_P`( MN#96YMWI1K&>1D86%:])UI#V@3Z````````:`?UEO^J]Y5_=FZ@_??8`.`=2 M[Z-G]5[X5_W&=9^^^X`;,@````````````````&E3ZXWU((>`GBIEZG@.YAB M>1_?=G=<'ZACC7JQV7#M=##MVN9=LQC&-8VY\+P]C8M:WWUI[]UFXL_9>LV< MF,0.:E&.7L,N,(1R,W.S7EY-STC&,:>^]D9&1>GZ4I3UE.5?O MK4!TL/H=_3AM^`OBC@;/GNDAA^1_?-G3\Y[@GE6(TV?$,&F).[PWJ>MRM*5M M?P*P,^[ZE=WFYD:7+MFUCUB!NH``````'+1^LG_`%H7FI_=FV?[T:)BY^+DX.=C8^;A9N/>Q,S#R[-O)Q< MO%R;C.S?Q[]F=83A.E8RC6M*TK2H#E"_4>\6,GPQ\UO(#Q]CC9% MGCG$^<9NTZ]O9%*REF=9\NMVN5<`N_B/2-O+R,7C&WQ\7*N0_-_&X]Z/I&L: MQH!(K_55?+BNLY1WIX4_5>/D7(QLPWVGM:SB_9NHQ:SK6=S+ MV^C_`$-G6;,/2,;6JS+GIZRE6H$UO7)W;UV<[MV[=G*Y;#$YKA\5N\-ZKA64?G7NT>=R_@ MSP[*L6:RM_BH<7^YS^5L.+]>7M;J)_G7*0RL&3]1]@\IX'L[_P`B[CV=G7CVVR<'#WF#"]&-R6JY M!@6[6=B3]/2[BY%N=/6DJ5`38/U6[RUEV-XU=G^)7)=K*_R/Q\Y13F'`L;)N M5^9QQMK6? MRX4L4D!&IQL;(S,BQAX=B]E9>5>M8V+BXUJ=_(RG:%<+L7O?:VO9=NVN4YV% M2FFX+9RHRN?,U77.FO4P(TA.6/=V,L[+M>VF76E`-L```````CE_K+WEM_(7 MX.Z_H7CVSGA\Z\K>4TXI>AC7ODY6/U5P>YK>2=B9<+D)_-I#9[&_I=/=MUC[ M,C#VF3&LOS:QD!`1ZJZTY9W-V=U[U'P3`EM.:=G)>.'1W4W0W!;48<4ZDX M#QG@>HO?A[>+?V-OCVKQ\')W>=:M2G&NUW^;;NYN7/W2E4?'=;+(Y3XS\N_1O*KV-9C6]>ZI[3R]5H]AD94H2I?RH\> MYUAZ6=F-8SCC6,[,N_F1KQKL["`K,````````!@!]5?^K9\XO\`%F[:_P"*>P`ON:=I=B[["XOP3KWC.YY?RWD&PG6 M&)J=!H,"_L=EF7*1I*Y>G;QL>7R[5NDKMZY6,(1E.4:5`Y8'U'/-_FGU`O*O ML#O_`)/^+UW&\G(_@OU/P_)N0G'@W5FCRLNG%M#7Y MVF;D3A[;5;=N`&W7]7(^FU7R2[XN>7_:W'XY?2'CIOK%.$X&SQHW=?S[O3'L M8NRTUKY-^Q:G]V;9_O1IP&\O]4J_MA^;G\3.C?W\[-`38P````$.[]:M\3*Y_'^A/-3C M>ME+(T&1?Z$[2R<>S&D(S`BH^%7DKO?#_`,J^B_)'0?B[MWJSGVIW6[UV#=^1D[WA>;\W2<^XS:NU ME&$)7?Q5B<8Q](D0-.OT@_$;_#1\^^C>J]KKOTAP#CFYKVQVQ"Y;^;ARZ[ZXOXFYV.KV$?9 M3]I=,>%O&-I&YI^L M=53N3M'&QK\9V[G.^7X>1JN`ZC86:?GX^=QKA,LO/I2OPN6.1VY?Z6@#23]( MWQ%KYJ>>_1G4FTU7Z4Z^TN]_E1[=MW;4[N!_)GUW=QMWN=9M/EQE.WA)U.O/)?J[RTXYK)6^/^0G%/X'<\R[%J M4K5KM#JW"U^NUV;L+T;,+5B[R3KK(UUC%A64IW/T#DS^%*`-67T8O+7_``._ MJ$]&\\VVRGKNO>?;:72W:R,K MDK6LE"-/60#J(@```````````````````````````````````````````T:? MK&?]5%WC_'/I+^^SQ,!S:@'5K\?_``X\1-GT-TEL=CXK>.&PV&PZCZVS<_/S M>CNL5?XO,<*X[J.+<>P[V=U=Q?,S;V)I=%AX M&MQ[N9EWIW;LH6J5N7)5E+UE6M0&8GZJI_6%]Q_XF?87]^[QW`3_```````` M`$9O]:K_`*O3IS_',Z]_O(^1`"!MUQ_;#X'_`!SXO^_F"`[%H```````.:-] M?+RUKY4?44[0PM)MH['KKQ\M6N@^#?A[T9X-[*X=F9E[L+;VJ6:UQLB[L.QL M_9V894*SKD8&'B?G5A"%(@8F?38\M.N?![RNXAY,=B=2;7N>G7FDY/+AG%-9 MRC!XG3"YKOM;+C^'R3.SMAH>16PK9LQL0N1S;EB]&Y'Y/I("3?\` MYVKUY_0CYG_TY:/^;(!:[N[]9YZ0[]Z>[/Z2YWX-\UR>']K\$Y1P'D,+?=_' MY9%G6\HT^7J;V;A5N]8RA:V6N_%4R,:YZ>MK(M0G3TK&E0$.T!/K_5?/+.G: MOB1SKQ>Y#LHW^5^,_+I;#B^/?O2KDW^J>TLS:[_76[$;T??E1T/.<;=6KLH3 MG'&Q\S#M5C;C6W[P).H``````T`_K+?]5[RK^[-U!^^^P`N/[7G`_ MXF<7_>/!`5F`````````P`^JO_5L^<7^+-VU_P`4]@`Y3P#J7?1L_JO?"O\` MN,ZS]]]P`V9````````````````A6?K-'U):;K:X?T[^H][[]5H[VDYAY+[7 M6Y,)V-AO82Q]WP;J>Y.$?SH(O0/67COU1@?@N&=9\\KW^7D[#,E'TA\_(E2%(PI&-`+_@```````Y:/UD_P"M M"\U/[LVS_>C3@-Y?ZI5_;#\W/XF=&_OYV:`FQ@````,3O.CQET_F+XC]\^.& MVCCQO=E\!VF!QC-RO;\C3\^U$K/(NO-[>K*,J_A]+S?48&3>C&L97+-N<*2C M[O6@')EWNCW'&-WN>-\AUV7I]_Q[:[#1[S49]F6/GZK<:G+O8&RUV;CSI2=C M+PGN/\?V'->NMI:Q:W_=*-OC>'E\>U]FE(2OW-#[(TK*OK4"")Y$]X>7/=ROMOGO(^<;7'CD7O`/'?M3R_Y+K9VN0=]\CKP+KR_D69QK:ZOZUS\K'W M>TU]ZM84G9Y3V+Z=`$JH```%+Q.:;2 MQI.'#=NS]*5K[85`5ODGW7Y%+XN M'K;%:RE+Y.+'UE*OK6H&R/Z0?U2.JOIA9W0>.V^[G[$[3Q.,\?YVK MUY_0CYG_`-.6C_FR`:_?J9_7EZ>^HMXJ\B\>=EXE`=3CZ M1GEE3S+\`N@^V=ELOTCSS3\TK"Y7Z M['P]_2%:TK2QMK?K2/K[:`;*```````````````````````````````````` M``````!HT_6,_P"JB[Q_CGTE_?9XF`YM0#K]>.7_`,/70_\`<9ZO_P")&C`7 MF```!S:OUC/^M=[Q_B9TE_>FXF`R9_55/ZPON/\`Q,^PO[]WCN`G^``````` M`C-_K5?]7ITY_CF=>_WD?(@!`VZX_MA\#_CGQ?\`?S!`=BT``````8-?4F\J M\?PM\)>_O(*&39L\FXQPS(TO75F[*W667V;S._8XGP*,,:<9RS;.NY%N+.=E MVHTK7\#B7YU]L82E$#E&9>7E9^5DYV=DY&;G9N1>R\S,R[US)RLO*R;DKV1D MY.1>E.]?R+]Z=9SG.M92E6M:UK6H#;AQ/Z#?U8.;\6XUS/COB9FW^/\`+N/Z M;D^BO[+N/Q[X_L;VGW^NQMKK+N?H.0]LZK?Z/-N867"MW#SL7&S,:=:V[UJW M@`_P`WT^KS_1'_`.OOQC_GH`8<>6WT\O,7 MP6L\'RO*?IG+ZNQ.R+N^L<-S:-:W> M-.%K-GCW,B$I2LQN1M7:P`RC^A[Y:U\1OJ(],[[<;6FKZ\[?RY=#]E3OWHV, M"WHNQGRL/'OT]T8SE4!T[``````!H!_ M66_ZKWE7]V;J#]]]@`YSH#L6]"`K,````````!@!]5?^K9 M\XO\6;MK_BGL`'*>`=2[Z-G]5[X5_P!QG6?OON`&S(``````````````:Y?J ME>>_&?IY>)G,^Y3\\YKN]AR;F/-.0;CE7*N1 M;:_7)VF^Y%R#89&UW6XV&1*E*WLW8['+N7KLO2GK.=0$^']7)^FU7QJZ&N^7 M?:^@CB]W>1VAQ)\*PMCC1ILN`]%Y-S&VFDL>V[8C>P=QV9DV+.XRXQG.GZ-M M:V%:6KTC3@-Y?ZI5_;#\W/XF=&_ MOYV:`FQ@`````#F\_K#WB57QJ^H7S/G&BU,<#KSR?UL.[>/7,>S&WA6^9;'( MEKNV-9[XTA2YLKG-<>YNKU*1](6MY9IZUKZU`:B.O._.T^K.ON[>KN$GLT]([W4<1YGI^4HR]M[`SLO'N1E" M_7T`IKJKK3EGKMW9TI6EG M'_&9L*W;E?S;=NDI2K2E*U`=<#QZZ5XIXX]&=2=#<(LPM<7ZDZ_XOP357(V8 M6+NPCQ_58V#E[K-A;]:3V>^SK=W-R[E:UE=RC:S<;J[AM[6\E[&V%OTG[_D;#*GJ-+>A M6-8W<7;WJ>M*Q^('/ZZ[Z^YEVQSWAG6'7>AR^4\\["Y1H^&<-XY@3QK>7N^2 M\DV6/J=-K+-[,OXN%C2R\_+MPK=OW;5BU2M9W)PA&4J`;9_\WT^KS_1'_P"O MOQC_`)Z`#_-]/J\_T1_^OOQC_GH`/\WT^KS_`$1_^OOQC_GH`:Y_)?Q:[Z\/ M>T,KIGR.Z_RNMNR,/2Z?D5SC^1O.+\EM7=)OK-R]JMGA;[AF[Y%QO98N3\FY M"MM/LD!.?`````````````` M````````````````````````````&C3]8S_JHN\?XY])?WV>)@.;4`Z_7CE_ M\/70_P#<9ZO_`.)&C`7F```!S:OUC/\`K7>\?XF=)?WIN)@,F?U53^L+[C_Q M,^PO[]WCN`G^````````C-_K5?\`5Z=.?XYG7O\`>1\B`$#;KC^V'P/^.?%_ MW\P0'8M``````$)S]:I\N?TSS3HWPGXSL??@<-PI=Z]J6;-SW6I\HWV/L>-= M::;(I"<:V:_GCT?U!L-9/9= M?ZG>1[-[=I6U*YB6^L.OK^+N-[@;"L*TG8Q>7;#\'H(W*?&%_;6Z@.IY&,81 MC"$8QA&-(QC&E(QC&-/2,8QIZ4I&E*?"@#]``&GSZY_B+7RY^GCVYK-'K([# ML?I6U'OGKGY5B-W.O9_`,'87N6Z3$I'VY%^[R+K[,VN-8QX2]+V?7%K6,Y0A M0!S);5VY9N6[UFY.U>M3A=M7;4Y6[ENY;E24+EN<:TE"<)4I6E:5I6E:`.JQ M]+3RQM^:7@KT%WAFY_X_FN3Q*QPKM2MRY&65#M'@7IQCF.;E6XRG^'_A+G8$ M=SCVZRE*.%LK/NK6M:@-@H````#0#^LM_P!5[RK^[-U!^^^P`N/[7 MG`_XF<7_`'CP0%9@````````,`/JK_U;/G%_BS=M?\4]@`Y3P#J7?1L_JO?" MO^XSK/WWW`#9D`````````````]+9;+7:;79^WV^?A:K4ZK"RMEM-ILLJQ@Z M[6Z[!L7,K-S\_-RKEK&P\+#QK4KEV[7XX="7M)S?MV639I+6\QV,\RY= MX;U-*4I4E7^J5?VP_-S^)G1O[^=F@)L8``````CX?K(_B93R!\!\KM[0ZV.7SWQ M2Y+'LK#O6K,KV=>ZVW\,7CG:>JL5I*D;&)9QJ:W>Y4ZTK6EKC_I3[:@.=<`D MP_JQ'B3_`"P>8G+O)?D>LGD<.\7N)5GQ^_?L^N'D]L]EXVTX]QZ$*WH5LYGZ M"X?C[O,N4M^MS$RYX-ROM]]NL@)_X````#FH_7\\MO\`"E^HEV5J=%M?TCUS MXZ6+?0O"_DS]<._M.*9>3?[*VT(0];%V]E=C9NQPX9,)3IDX&OQ94E[:1C$# M+?\`5A_$*O;_`)=2:Z5[AOB_P`:I:XWTZD[+R<:S[YUZZYWEWL[ANWV5ZL/W+7\8[`C/!M4I*GNR.3T^%?MB!#D\7 MN^^3^+GD1TUY"\.I*[ONHNP>.4:"YE M:[(E&GOI8RIUC6DO2M`.MUP#G7&.S^"<+[*X3L[6ZX;V#Q3CW->*;>S2M+6T MXYRG4XF[TF?"-?SH1R];G6Y^VOQC[O2OQ`5<```````````````````````` M`````````````````T:?K&?]5%WC_'/I+^^SQ,!S:@'7Z\>4O>/ MD?R3\1:RNU.?;?>ZG79-REV[H>(8\H:C@W&:W(_FW(\9X;KL'`I.GI[_`,/[ MJ_&M0$Q_]5N\/Z]=^/'9WF%RC6?*Y)W_`+VO!>NK^18G&]B]5]=;+*Q]WL<* M]*ENOR>7]ATR+-^%:3C6G'<><94]\J`)4P```/XN6[=ZW=??'26!KIZ_@L.33Y MSU1^92.-=ZOY[[N1<5Q,.=*0I?AQFWE7=+>G[8TEE:R[Z4]/0!O=_55_+.O' MNR^\O#'DFRE#5]B:>UW7UAC9%Z,,>US/B5K$T'86IPK7MK\J_NS=0?OOL`'.=`=BWKC^UYP/^)G%_ MWCP0%9@````````,`/JK_P!6SYQ?XLW;7_%/8`.4\`ZEWT;/ZKWPK_N,ZS]] M]P`V9`````````````(K_P"LH_4FKTQU1C>"W4F^^1V?WAHK>V[GVNKRYQS. M&=,Y&1=LX_$Y7L6["6)NNT\O#N6LBU*591X_8R(7;7R]ECW:`0/P$H3Z>?U\ M_'OZ?'C%PSQ[X-X6\PW^RP9Y').R.>R[BT>LS.Q.QMS;QX[_`)1D8'\GF;77 M84;6)8PM?B?.O5Q-;AX]J=R[=CO/Z$?,_P#IRT?\V0!_G:O7 MG]"/F?\`TY:/^;(`_P`[5Z\_H1\S_P"G+1_S9`/;P/UM+JZYEV8;/PLY]B8, MI2_$9.!W)QW8Y=J/LE6-;.%D<"U=F_*MRE*5I+(M^E*UKZUK3TJ!(*\"OJ'^ M.GU%NK]IV3T'MMU8RN*[#"T_8'7W,<'$U/.^!;;98]_*U=K>Z[`V&UU]_6;J MQB7Y8&?B9.1B9?X>]",Z7K%^U:`SH```!RT?K)_UH7FI_=FV?[T:V,[D;,ZQI6OK*D)>GV5`3 M8``````!3G,.)<=Y_P`1Y3P3F&JQ=[Q+FO'-WQ+E&DS8UGA;GCO(]9E:?=ZK M+A2M*SQ=CK,R[9N4]?C"=0')-\N?'CD/B=Y,]W>.?)ZY%[9=2=@[WBV-L,FS M+'N;WCMN_3.XAR>-F5JS6&/RKB>;A;*U^9&E;65&M*>@#HM?0W\1X>(WT[^G M=1MM;^![$[GQ?Y>^R:W;-;.9;V_8F!K\GC&FRK5RLK^)>XUU[B:C!OX\I>D, M^UDSI&$KDHT`V]@```PD^HWY48_A?X5]_>0L,C%M#&3T5R#:QS.>>*?*)\/C9O7*3SK_5G,KFPY)USGWJRN MUG*U@9D-QIK,8PC"UB:FQ'UK6OJ`D6`````````````````````````````` M```````````-4_UIO&SNKRT^GSVKT?X^\+_A_P!H\DY-U=L-+QC^$7$^*_C< M/CG8?'M[N;WZ:YMO>-\>Q_P>JP;MWVW M#A6(8V)BV+=/A;LX^/:C"$:?"D:4H`]T```$8?ZZ?T4NU?.3G?'/*#Q-QY]K-'GYN3QK>\5Y'LI1T.#RC`Q]M=P\K'V5_"P\C M"L6)PR+=ZU*&2!CU^K__`$N/.SPD\R.RNU?)[HS^3+@/(/&;F77VHWW\IO3O M,_Q?+]KVGTSR/`U'Z+Z^[!Y9N;'S]+Q387OQ%W&ABQ_#^R5RER=N,P)?H``` M````-&GZP!X=^1OFWX;]:]5>,/77\IO/N/\`DSPWL';Z'^%W!.&?A.(:KJSN M;CF?M_TIV#R?B>FO_(W7*]?9_#VLF>5+\1[XVZVX7)0`T)_3:_5R_+.?D1P' MLWS5XQH>F^I^K.7:'FF7PF'-^$<]YAV?G\+YNRP[ M<-KD9>;:S)8E9VL>Q6=W\18`G;@````-6GUCNO\`RS[D\%^Q>C?#GK7*['[* M[HV>BX#R>&+S7@?!9\:ZNR;U[<*WZLWYW=G=@:BQY-Z[C/C3U9A;#'O?;;46[MN M63@\(TW7>\YAQZ&VS;=:VX9&USL2QB4K6]6UDUA''O`3V>G>I>"=#=5=?=,= M8Z:&@X!UCQ+2\,XGJHS^;3<];N5DW+EV MY6LYRK4"Y(````#21]8WZ/NA^IAQ/B7,>#F>R])R&]G\8[Y\?,/`YCQ2W>_`VLHUK3UK&582E#W M1^ROI6M/R5`?H```,.//GPZXEYX^*W9WC1RS;W>,_P`,\369_%^88^#;V63P M[FO&MIB[WC'((8-R[C_C<2UL,*F/FV(W;-S)U^1D687;4KE+D0(%'-?U=3ZL M/%N3[;1:'H#C/9&HU^5.QA9:+.X]N8X>1+=A<>[+ZOX'D9FFED3_1MODG%NS^:\/VF MGY'3$]M?IH].]C^/W@=XP=,=N\=_@EV5UWUE@ M\>YCQO\`2^BWWZ'W%G8[*_OO MW]+QBSR/E6?J^.:'],["%NQ+,S+]NQC1G6Y+UI'VU`YY7?\`]&CZW_DQW/V/ MWUVUXQ3W_87:')LWD_(]A7OKQEACVKM^EO&U^HUF/+NNY^!T7'M1C8^OU^-2 MM88N#C6K,?S84`6?_P`WT^KS_1'_`.OOQC_GH`/\WT^KS_1'_P"OOQC_`)Z` M#_-]/J\_T1_^OOQC_GH`/\WT^KS_`$1_^OOQC_GH`/\`-]/J\_T1_P#K[\8_ MYZ`#_-]/J\_T1_\`K[\8_P">@!O^_5\?IM>=W@WY"]Y\J\G>G+W5W7W.NF<7 MC^JR8]F=1\TQ]QS+6\WT&QUMB[K.O.?P])/8RMW[]FW8C&Y.'O]TXQ MJ!+*```!`I^H[]$SZE?D?]0#R4[\XISC8]P=(Z7!R=)D M:_6X\-IE:/8=BV>8X5F-W'G25J>LID_#X6J^M/4"2W]'#Z8YSKVM)5] M`).5NW;LV[=FS;A:M6H1MVK5N,86[=N$:1A;MPC2D80A&E*4I2E*4I0!_8`` M`(W7ZP=XK_4"\VN-]$]%^)G2&7V%U5QS:[CL_L[??RF=.\*Q,[G%O'O\9X/H M(:_G_87$MYE2X[I/$N%<`X1N=9R:WT-I-_I^>9B9N?B:Z>39CGY6 M!K;V!C['-QL24Z9%_$P,C:XMN_OQXUI&5_-V&==L8F+9 MI*5*5GQH;CC.YUV^U<\C'K2.1 M8AL-7DY6)*]8E6E)PI/W1K7XTH`J`````!1G%NQ^O>CKMIK M-OCW,O4['!VF+:SMIJ[N3KLO'S<>UL])L\O2[K77+V-&\$UUG;\XY;QGANIRN1M1E6$]BZ/'Y/U]S'BW.N-99YFUUW#^< M8'&N3:7>YFFN3NW[$+>UQ=7FY5_73G?QKD*4O1A6L[1\> MXEI\OD/*]]I>,Z#7_A_Q^\Y#M,'2Z?"_%Y5C!Q?Q>SV5_&PL;\3FY-NS;]\X M^^[Y'Q[ENGQ.0\4WVEY-H-A^(_`;SCVTP=UI\W\)E7\'*_"; M/6W\G"R?PV;C7+-SV3E[+MN4*^DHUI0#Y$.PN`W.6W>`0YQP^?.[,*7;W"H< MFTLN6VK=<"WM:7+O&Z9M=S;A75W8Y/K6S2GX>5+G[2M*@*P`43SSLOKCJS3P MY%V=V!PGKGC]S*MX5O>\\Y7HN(:>>;>]?DXD-GR#/UV%+*N^E?;;I/WR]/A0 M!_/`^S>MNU-37ZFUE0K6D\:YL>/9^QPX9$* MQKZPK.DJ>GV`*X`4?JNPN`[WD>TX=H^<V>OAB9F5:LW:W;4*6[MR$)>DI4I4"K;ERW9MW+UZY"U:M0E:W=9"Q< MV5KB7*]%R2YK[>5*['&N9T--GYLL2&1*Q.ENMRD:3K"7IZ^E0'T>4\SX?P;6 MV]QS;E?&N':B[EVL"UM>4[W5\>UMW/O6K]^SA6\[;96)C3R[MG&N3C;I*LY1 MMRK2GI&OH!]+3;O3%O./;;6;[2[*S3)UVXTV?B[35[#'E6L8W\+88-V_ MB95FLHUI2=N<,X3^E_Q?Z*_A=RC1\;_`$G^ M`_#?COT?^F<["_&_@OQMGYOR_=\OYL/=Z>Z/J!1]KR)\?KURW9L]Z=.7;UV< M+5JU:[.X5-=S;N-AWKD;495G*%J< MJ4](RK0"CN']\]&]A;:_H.`]S]4/*;[2\FT&P_$?@-YQ[:8.ZT^;^$RK^#E?A-GK;^3A9/X; M-QKEFY[)R]EVW*%?24:TH!]D!9'.\F/'#6XAG4K&M*V:V:7/A]@"]P``LYSOR)\?NK=O'C_9O> MG3G7.^G9ADPTG.^S>%<0V\\>Y"%R%^.MY!N]?F2LSA=C*DZ0]M:2I7U^-`%S M=%O]%RC48'(.,[K4\BT.TL_B=9N]%L9CY&7AQYCR[C_`!B65BXE8TRL MG&CN]A@UOX^-65*7)Q]8P]:>M:`/7X)V[U1VE:O7^L>S^O.QK.-9MY.1>X)S M7C?+[5C'NW;MBU?O7./[+80M6;E^S.$9RK2-9PE2E?6E0%PP%!\L[4ZPX'F8 MVNYSV/P+AFPS,7\;B8'+.8<>X[F96'\VY8_%XV+N-CAW[^+\^S.'S(QK#WQK M3U]:5`4K_A&^/7_/QTS_`-*'"/\`=P!<;C/+.*\TU<-YP[DO'^6:6Y>O8T-Q MQG1CUI'(L0V&KRL2K2DX4G[HUK\:4`??E*,(RG.48PC&LI2E M6D8QC&GK*4I5]*4C2E/C4!930>2WCERKE%OA'%^_^D^2P````````````````` M```````````````````````````````````````````````````````````` M``$'CS:^K3SOCOUC^,^1'`H[C>>)O@WSC4>+'/-MH\;,V?&-GB]J2W]ONC(R M;MB%S$ER+D.3PC:TT=(3K9S_`.`V'D6ZRI&7J!-TTNZU/)--J>1:#986YT6^ MUF!NM+M];D6LO7;74[3%M9VMV6!EV93LY6%G8=^%VU^:G]QG9_OOIP&&?ZM)_5>\5_NS=O M_OOKP&_X````!#/_`%7#_P"(7ZB__P![;_COVV`F8`.?AU_]7CN3Z;GU1?.W M39D=MV3XO]V3U+/)^;E:>[?[NYW;O\UZMO9^58U_'^;6;%/=>QISM M8&\M6:6,JMNY''S,0#9_^L2>1/3WE5])GQP[OZ*YIK.==>C?(26PX]R'6SK^,T')M+>N?*S<#)C#(Q[M/24?2L:U`D"?3D_J]/ M`_\`Q,_%_P#O(\'`8]?62\YN1^`'A!S#M[@,,7^57F/)M%U!U/FY^+8SM?I. M:\OP=YM;G),O!RH7<;.GQKB?&-IGXMB[;NV+^=CV+=Z$K,KE`&@3Z='T#M%Y MR].Z#S7\^N].[.4ZN;]0=B]F\VP.VM M%Q/C^OTO8N1I,G+X?@:#8;K9[6%-GQO7<>UG()[O*S<.ENY=UMB_AV\&L:7+ MGS[E:`;:P$0+]6W_`/C(^JG_`!SX]_?3[I`2_0&F?]8+_JAO+C_[PG_X3G2X M!^KZ?U0WB/\`_?[_`/PG.Z`&IKB__P#-K=C_`,3,'_\``)X&`E^@(#GG];7&QY2CFWK\+M_$I;E>Q`))GTVOI1^'OACVKSGRA\2>V.1]E\) M[FZSQ>%\:MY?+^)]A\3UFEO0:G:96AUUNS&_7*NX]< M6Y6N5>^;[;0&Y3G_X370X"7Z`A)<:U%?HP?7TQM'# M\/QWQ7\R,:1P]!HN#]T\DE^A=?&E/?A:G'Z@[IUEK#I.Y6MRQQNW\R M*/TI>FMG=N8?&=QJ>3=IY&%.YD8FCYES;5SV^R MWF]PH5E9NVNHNC;%_39I2L_2-0)='6/6_#NG>N>"]4=>ZBSH.# M=<<2T'">)::QZ5AKN/\`&M9C:G5X\I^E)7[T<3%C6Y=EZSNW*RG*M92K6H$0 MC];C_P#^??\`^U;_`/PV`*MX#]&'Z"FSYUPO6\%^IEL^7.8/#N*:3S M-\,]_N>3\JR]QAX_'N/:G1:?JVYM]UL]UM[EG&Q\3%C+)R;MV-NU2LY1H`F! M@```C-_K5?\`5Z=.?XYG7O\`>1\B`&JOS#^B?XR>/OTM>#^>O5O;G;O%>XM+ MU9T#VAL=?R[D_%\_C/)^0]FRX)3,U/&H:KB_&-]QW=:S:+ M[+ENY.OXBV!)/^A[W[VSY(_37Z$[&[JVN[Y/SG'N\ZX3=YQR*_/,V_.]-P3G M&^XSHN1[#8WKM[+V^RM:W7PUV9FY$I96;FX%Z_>E.[7'GI_(5WEO-US;"Y+UM_A1^,'6/Z(UVD MY;MM3QS+_@=V9P;=\OU_Z7T6)8R?F9&3.&1\WYEJD;Z4\QMUJ+NDT')_(WGO'/./9WN3W>7<6Q.=<8X_O>/9^+NMQ+C].&= M<M=@S,FMZ]?C+*P95A:L@3>^B^IM%T+TMU+TCQC(R M,SCW476_"NM]/G9E/;F['`X7QW7<>Q]EG4^9>]<_8PU_S[]??*M;MR5?6OV@ M-3OUZ//'G?@SX71S.G]I=T'/,K/57#>4XU(_C^$:B[I=IO.9@#5CX!_JZ/3'?\`XW\-\B_-KLSNOE/;SD&AY5N^7\^V>FV&/L-A?S)PQ\;*R)8L M\:]*S+(O`8O=19/=?T$?JR=?^+4NSN1\\\._(W>\*K;P-_=^7K,W@_:'(\K@ MVGYWF:NS.6ETG9/5O+,"4-IEX%JS/:ZS"EZV;5K,L6K($Z4!"I_6;^*:[G?F MSX`\'V][-QM3S+C,^*;3(UMRQ9V-C7L:@8\?6&^F+U5](G6>//DUX8]]]P\)Y_N.R\OBV+HN0\QUN1S' M$R-;Q_,Y#'F_"]_QG0<4S,?3ZB>#;P=OBY4GM<6E*QMRN6Y@3:?%[L+E M/;GC/X[=K:<`X_R3D&LCCSM6)V(X&VV5 MZU2%80K#V>E8T]/0!@1]07Z-/C#]23LOA?:G>7.^^>*\AX+P:/7^HP^J.3]> MZ/39&FAO]QR.F3L. M/E;]23SM\/.Q.:]V:;K/Q@Y!W1JN`[SA?(^":[G6WQ^N>^;75VDGR_9[SK?D M7'\^]E+<5X;J985FY8I2S&F%&<:>ONG.OQ`: MJ?UE_G7=O"/IU6(=39^^T_%N7=T;.ERW'(E3?8UK MR3U_#^(QUV1;MR MA"U+K-GB69_N=^7"]+CYV_N0G^9 M>:V!]-SM7Q'U7TH.].R];Y/;[C_=%KR1MZ_F]O9R[E?3^7Q?&[$YAJ.+WM]C:?4=@6=K? MU5O9Y-B69:U]W86(W:P]:0K=C2OVT`3%>D/);Q^\E=5O-YX_]Q]>=Q:?C.PQ M]3R#9=>=GAKT!]/#C?7?=ODWTMU9SK&[6[0VV1Q+G'/M#Q[?6=; MM-GA7==G7-;L,NSDQQ!=O8UZ[@;#&N6;M*2K6%R%8U^-`%R` M```0S_U7#_XA?J+_`/WMO^._;8"9@`A/_3P.N.8 M[&DH3I\?4 M#6']5KZ6?DE]-7'W''./3PE[-=J.PM+J.5Z7BVG[4T M&'G@?_`(F?B_\` MWD>#@-?'ZQ'XR\^\EOIR\@KUOKL[?T]WA\+XKRGBG!-;8X[PCD_&>9[RYB<8R?Q7%=?B6< MW#OY5C.L;"Q>_<98\K%^Z!N6\>?/7Q%\K^>]@];>.G=_%.VN4]7Z?0[WF$.* M1VF3I\;6MR,NWB2OV8W90E=C&H&7H"$ M7]"CRA\=?&?R]^ICG>0?=76_3>'R[G>OQ.+Y/8G*M5Q>SOLG3]G=NWMI8U5S M9Y%B.9=U]K86)7:0]:PI=CZ_;0!+UZ+\J_&SR;_A3_@]=X]9=S?P(_0G\+_Y M.N6ZGE/\&_X2?I?]`?IC]%Y%_P#`_IC]`9OX?W^GS?PMWV^OLJ`PI^MWUGR; MMOZ5_F#P_B&#E;+=X_">)\ZIA86-7+RK^IZI[0X+VGR.EC&C]U';',M)P M:/)M)R[L[F79FIWW#,OD63KL+DONQ>95P9X&%=R-C#)PIUK8I"Y9K,##WP$[ M-P?.7]9`[O\`*[IO'R=ST[QOBW,2_BYXT=N\H[F\+H<:[1WN-MLVLJZ#98G# M^2<8U/!NSJXOX3`P+'(KUS8PTUS88-C$L;BSDTN_*K9AC4L`3>@$0+Z5?_\` M,8_5%_B9Y.?_`(370X"7Z`T'?K#WA)<\I_"'8]J\-TWX_M[Q2RMEVIQZ[B6I M2VVRZWN8=FWVWQO%E"DIRA#2Z_&WM(1I6[.]H86K?QNUI(#"#]6O\:>;=C;' MOKZG_D!F[;EO9W8OLMPQ?9M^38>-HL2 M6/;L1PX:C/QH1I9N4C0"6@`AG_K0<5ORU6=S;(PMG&SO=?8 ME7'O6[EJ]Z>R<91E6E0)1(```(S?ZU7_`%>G3G^.9U[_`'D?(@!H%\^OIR]\ M^-7B+X7^4_87DAVUY9^-O-L;JG;\LZHW^;ROCV-TGB\QX+QWD7'^,Z#8['G/ M8FJQ]9N]/+8Z*SN;&JU<-;=M8ENF/=KE6[40)W_A9R#Q]Y3XH=!;_P`5=?K] M/X][#K;C\^KM+KX2A^@]#8L2Q;VBVD;N3FY-.3:7;6,G%V_XB_?RJ[6SD5OW M+E[WSD!C9]9/^J]\U/[C.S_??3@(LOTPO&'Z&/9GAUU_R_S>[1ZVXQY%9^]Y M[8Y;I^1^1W(>N]MCZO`YENH]3XK\GT/,/'SC'%+/"NKN0<9Y//FFERN/<&S,SA\\7%Y1 M=R\^]N;NHV>CR,._=N7KES\1CSC.ONC4!\[RV\HNA?$/IO8=M>26[_075F1R M#C?!-M?_`(/YO*HY%_G&QAI(V,CC^NQ<[-VFLL85Z_E9UNU8OW/P&/?K&U=E M2EN8$,;ZQW4_T;\7I[4^4O@#WEUKQ#R)R.P^.96LZNZ%YQ3)UF^LY^3'8;+? M7NM\6_+;=)[#B-NS#-P\K$MZ77PO6Y8OX6>5=M3L`2V?I;]E=L]P_3W\3NS. M\_W>ZC&FVY)AQS-AB<8Y7LKD86_P`5F\KXEC8.RN9%:>[) MEE5NRK64ZUJ!JP_6=/'/GG<7@]POM'@NKS=[#QU[0_AGSO5X%B>1D8G77(^. M;'C^[Y5&S9MW5[:4A8U][(R;DHV\>50%\/IE_6,\*>V_#[I_% M[9\B.HNCNW>L.O.)]=]E\0[BY]Q3K7+SN0<+X[K]'DVUF+R7C_*H8 M-,['I@W,B[BUOUQKT8W;=?4#1#Y2=I:;ZS/UN?&OC'BY:V?*.GND/Y/-)O.R M\;59UC7YG"NN>PMGV3VAV3".=8P\C6\?I7<1TVIKETLTS\ZWCUM_'-M1J!.U M`0J?UF_C^1RSS9\`.*X>YS>.9?)N,SX_B\AUM9TV.BR-SVUJ-=8W.!6U?Q;M M,W5W MR.>3Y9JXXUO6;B[KN1<:W.FWW.^R,V[HNN]OM]-OMKKK.QG9W6GRI6*0IIR=5F:K69FBOZ_*TF5K\/)T^5J;N-?U63JK^-;NZ^_K+^'*6)>U][$ ME"5F=JM;>+ MW">(:3S/WO'];UMWYR//ZMAJ^5\-S.=\4V\+FAS]KM/X8\?Q-3O*2X?"WCV< M3+R+N)>Q[%_.QZWJ0LUN7K0$*+ZN?!/IM>-?+^A_)7Z4_D=HM#W!L.9Y6ZV7 M`>CNRK_--)P2SJ\6YLL'L'4;6UL-KM^L=M3=2CAW-%F9GR,S'R:5Q,/&L8V1 M&\!/BZ,WO-.4=)]/9%^W6SZ4^56/M^X!=,```````````````````````````````````` M````````````````````````````````````````!A1YB_3Y\8?/*QU[A^3/ M$^0\UUG6&?NMIQ/3ZWG7+^):BSL.00U5K99FSU_&-OJ\?=9$L?3VK5J652[6 MQ:E=C;]M+UWW@9G86%AZW#Q-=KL3%P-?@8MC"P,#"L6L7#PL/%M0L8N)B8MB M%NQC8N-8MQA;MPC&$(1I2E*4H`PCZ7^G-XI>/?DCV?Y7=0\)WO#NX>Y)\LN= MBYN%SKF%_BW(9\VY#B\LY#*YPG,W%_BV+^)Y)APS+7R<6W3&N^[Y/LC*4:@9 MR@-&G^;F?2B_YCN9_P#3;VS_`,K`&P+PW\"?&;P*XSS+B/C/P[;<.T?/M[@< MCY-C;;F')^7W,S;:W7RUF'?LY/)]GL[^'"WARK&L+4HPE7XUI6H"^?>/2W7O MD7U+SSI#M;596\ZZ[)T5WCG+=3A;38Z3*S]3?O6,BY8L;74Y&)LL&=;N/"OO MLW(3IZ>GK\0&HK_-S/I1?\QW,_\`IM[9_P"5@#:5XP^,/3OA[T[Q_H;H;C^= MQCK3C&=O]EI]/LM_N>2Y>/E\EW.;O]O2]G\N\<^#;GB6][@_17\/,G:8&ZR^<\VCV'R2>'H-OM%=I\+Y-UUV-Q?2OL;32;W3Y] MNMK*P=A@Y,)VKUJ<:^M*^E)0G2DXUC*-*T`]+JWK?BG3G677747!,/(UW!^J M^"<1ZWX;K\O-R=EE8/%.#\?U_&..X>3LYM_8[_`'74?*>0]=8V[SLJ[&_E M9V=Q;2YO\"J;#,R/?=R,FSK;63DW;L[EZY0N9AY\]5=W?)]MLZZK4WLW6XUZ[A:ZWA8= MV]CV[L[4KD:3`9W@-*/*/U>_Z6_,>3896\Y3O=OR/=9-KN;M3&MY M&VWFPR-GL;]O&Q^56[&/"[F94Y4A",80I7TI2E*4`9D^%_TYO%#P`_E)_P`& M'@^ZX9_*U_`[^''Z7YMRWF/Z2_@'_"G^#7X?^%.VVGZ._!_PSV'O^1\OYWS8 M^_W>R'H!G)*,9QE"<8RA*-8RC*E)1E&5/2491KZTK&M*_&@#2QVW^K\?2\[= MYQL.?9?1^YX'M=UL,K:[W5]8]@\LXCQ3:[#,R*9&1>M<5CGYVCXY9E7UC3'T MUG6XL:2K6EJDZ^X!L,\6/#;QI\*^"Y?77C/U3HNLN.[3-L[/?W<+(VNYY#R? M9X]BN/8V')^5\CS]OR3?7\:U.=+$+=@\HVN9N^4\IZNY;R7@%SDNWV65=S]GMMSQ_4["O#LK<; M;/R+M_,SJ:V.;EW[L[EZ].=?<`RL\0O`OQ4\%.+;CBWC+U5K>!6^3W<+(Y;R M'(V6XY+S'EM_71OQP:[[E7),_9[C)Q,&N5>ECX=NY:P<:=ZY*S8MUN3K(#,$ M!A1T_P#3W\6^BO)[MOS!ZVX5N-/WQWA@\LUO8W)\OF?*MOK=MBNV.)BY^OS M\6_A9^!FV+65AYN'E6IV,K$R\6_"Y8R<7)L7)0N6YQE"<)5I6E:5`4%U%U+U M[T1UEPCIWJCC6%P_KKKOC^#QGB7',"5^Y8UNJP(5I",\G*NW\S.SWWS]0,)]7^KO?2M MT^SUVWP.DN8VL[59V)LL*[+NGM>[&WEX.1;RL:%GCYYV=::/J/R2XKL^7\&X[SG6=C:K6ZKE/(N)9%CEFHT') MN,X.=/9<:V.LS[]FUI^7Y]NMB=RMF4KM)5C64(UH!5'.?%KI#LKQKR/$?F_# MX\AZ)R>NN/=73XEF[/:?B(\5XGA:K#XQ2UO;>7#=6MQH9Z/#R<;.C?IE6\O& MA>I/WT]0'Q/$OP_Z0\).K\CIOQ\U'(^.]=WN3;3EUG0<@YGR?FL=;N-SC8&/ MM/T1E\JV>TS-7K\R6NA>EBV)PQ_Q,[MZD*7+UV4P+D]X]+=>^1?4O/.D.UM5 ME;SKKLG17>.OQ` M:BO\W,^E%_S'V?^5@#:QXV>.75'B7TKPOQ]Z/T>;QOJ[@'\(OX,:78 M;O;.' M1GE1UUF]3>0O67&>U>O\[-L;2O'^38UZ=,#<8N-F86)O=%M,&_A;KCG(,3#V M.19LY^OR<;,M6LB["%VD;DZ5`U:<._5Y/I7<.YSC)KM=B8N!K\#%L86!@85BUBX>%AXMJ%C%Q,3%L0MV,;%QK%N,+=N$8PA"-* M4I2E`'[EXF+GXN3@YV-CYN%FX][$S,/+LV\G%R\7)MRLY&-DX]Z,[-_'OV9U MA.$Z5C*-:TK2M*@-+_;'ZOO]+CMCF&7S6]T1L^OMAL\V]L-OJ>K.>\JX9Q// MRLC(ED7?P_$K&?E\?XYBU]_LCCZ?'UV-;A2E(6XU^(#8#XK^$_BYX4\2S>&^ M,_3W&NLM;M[MC(Y!L\.>RW?+.3Y&-;I;Q[G)>9\DSMQRK=VL:M92L6+^7/&Q M97;GR+=NDY4J!E.`P:\H/IS>*'F)V7U7VYWUP;<\HYSTQ\C^3_9:WFW+>,X^ MJ_#;_%Y-9_$ZW0;;7X&T]NXP[=S_`,XMW/6-/;^UK6@"N?+OPI\_BWXX> M0?=?E#U-PK<:+N3R#SN7[+M'D&;S/E6\P-UE\YYM'L/DD\/0;?:Y>ETT+\LXYL-/R?C\]A#"L?B8XN7:MY/X>U2]&=+<*4`P3Z M(^@U],_Q^[(U/:W%^DMGRKEG&MMC;WB5.RN<\HYMH.+[;"R/Q6!GX'&<_.MZ M+996OO4A/'GL[&?*Q=MPNVZQO1I GRAPHIC 26 parkhyattlogo.jpg GRAPHIC begin 644 parkhyattlogo.jpg M_]C_[0`L4&AO=&]S:&]P(#,N,``X0DE-`^T``````!`!+`````$``0$L```` M`0`!_^$U2VAT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T M(&)E9VEN/2+ON[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX* M/'@Z>&UP;65T82!X;6QN#IX;7!T:STB M061O8F4@6$U0($-O&UL;G,Z>&UP1TEM9STB:'1T<#HO+VYS M+F%D;V)E+F-O;2]X87`O,2XP+V&UL;G,Z M>&UP34T](FAT='`Z+R]N&%P+S$N,"]M;2\B"B`@("`@ M("`@("`@('AM;&YS.G-T4F5F/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q M+C`O7!E+U)E&UP.D-R96%T;W)4;V]L/@H@ M("`@("`@("`\>&UP.D-R96%T941A=&4^,C`Q-2TP,2TP-E0Q-CHP.#HR,RTP M-CHP,#PO>&UP.D-R96%T941A=&4^"B`@("`@("`@(#QX;7`Z36]D:69Y1&%T M93XR,#$U+3`Q+3`V5#(R.C`X.C(T6CPO>&UP.DUO9&EF>41A=&4^"B`@("`@ M("`@(#QX;7`Z365T861A=&%$871E/C(P,34M,#$M,#94,38Z,#@Z,C,M,#8Z M,#`\+WAM<#I-971A9&%T841A=&4^"B`@("`@("`@(#QX;7`Z5&AU;6)N86EL M&UP1TEM9SIW:61T:#XR-38\+WAM<$=);6&UP1TEM9SIH96EG:'0^ M"B`@("`@("`@("`@("`@("`@(#QX;7!'26UG.F9OF%'.7=) M1$UU34%!-%%K;$Y!*S!!04%!04%"04),04%!04%%028C>$$[05%%$$[ M05%!0T%W449"9V-)0U%O3$5!04-!44U$06=10T)G8T1"04E'06Y-0D%G35)" M04%&25))>%%614=%,D5I8UE%54UP1VA">%=X46E00B8C>$$[571(:$UX6FDX M0U)Y9W9%;%%Z4E1K<4MY63-00TY546YK-D]Z3FAD55I(5$0P=4E)2F]-2D-H M9UIH2E)&4G%3,%9T3E9+0G)Y-"]0128C>$$[,4]4,%I85T9L85&18;#E7 M6C)H<&%M='-B5S5V63-2,61N9#1E6'`W9D@Q*V8S3T5H66%(:4EM2VDT>4YJ M;RM#:S535FQP95EM6B8C>$$[<6)N2C)E;C5+:G!+5VUP-FEP<7%U28C>$$[;V)(=T9-2%(T4TY#1E9*:6-V17I*1%)$9VAA4U5Y5VE9-TQ# M0C-04TYE2D5G>&15:W=G2D-H9UI*:EI&1VED:V1&53,X<4]Z=WEG<"8C>$$[ M,"M0>FA*4VMT3515-5!2;&195U9P8EA&,658,5)L6FUD;V%7<')B1S%U8C)2 M,61N9#1E6'`W9D@Q*V8S3T5H66%(:4EM2VDT>4YJ;R8C>$$[*T1L2E=7;#5I M6FUP=6-N6C9F:W%/:W!A86YQ2VUQ<39Y=')Q*W8O84%!=T1!44%#15%-4D%$ M.$$Y531Q-T9867$W1EA9<3=&5TPS;B8C>$$[-5$$[+W=$<59T32\V4F\O-EEQ-R]L55@U6"\Y4W1P M;B]33D@O5$989CAQ:2]++R]!2VQB5%`X07!':B]!2UEQ-R]L55@U6"]!4%5R M85HO,"8C>$$[:E(O,'A6,R]!0W%,.'(O*W!7,'HO<$=J+W!I$$[ M4F9L9B]W0E-T<&XO045J4B]W0DU69"]Y<4PX$$[5%`X07!':B]! M2UEQ-R]L55@U6"]!4%5R85HO,&I2+S!X5C,O04-Q3#AR+RMP5S!Z+W!':B]P M:7)V*U929FQF+T%.4W1P;B]33D@O5"8C>$$[1EAF.'%I+TLO=T0V;&)44"MK M85`K;4MU+W=#5E)F;&8O=T)3='!N+T%%:E(O=T)-5EI*<&UL-F1P5FA$<"MM M,C!D<%DR-$MW5S!+:"8C>$$[23!"2EEH5D=W,T]+;W)&6%EQ-T9867$W1EA9 M<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9 M<3=&6"8C>$$[67$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9 M<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T98628C>$$[ M<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T98;59R*UE0 M;E-8.'I*=DEK='1P$$[17%A+T8Q69M=B8C>$$[9F5213`X86)9<'%-,'9/-3%' M2G5666)+3C0T;6PK17)1=$I-<7)88D98;VQJ93(Q.5I7.3=A=4I,839J4V%# M461':FM537)$-6$$[,V0O5W9Q,'8Q5#`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`O-6UF;79* M8C989#9P+W`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`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`R-6A.>DQC3$-K4DQ#=%9)6FTK161S5E)F-6)7;FU,5'9+3R8C>$$[ M;6%.7I*2TE)>$AY1D%#=7E$$$[1FMI6C%!5VDP M4C9G2'9I$&%%=')O,%9Z;T=J,S,V475E5B8C>$$[,TA'.7I,1D5W='5+$$[,FDK979,;FQA,SAT*UHW3TE*<#1K1G!F=S-# M>3%J6G=Y4DUL07=+.#)O96Q!0FER,%1&6&MU#!U>B8C>$$[;',U8E)R,DUZ4#9W:W%Y%9H4#5R-EHU;S%Z>28C>$$[ M;G%8;#=1.4YJ=571P;6DV,W!Y5V-U;%=6=EII94MD6FML3459:7%!028C>$$[0W5Y03$$[67$W1EA9<3=&6%EQ-T9867$W M1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W M1EA9<3=&6%EQ-T98628C>$$[<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W M1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W M1EA9<28C>$$[-T9867$W1EA9<3=&6%EQ-T9867$W1EA9<3=&6%EQ-T9867$W M1EA9<3AF,3,O;U=F.4XV:"MM4#!2*VPO$$[ M3VXW6$]T8U916"]72U`X03)P9BM(>%8S+U=+4"]A;"\T9D989CE9;R]W1&%L M+S1F1EAF.5EO+SEQ6"]H.%9D+S%I:B]!3G%8+V@X5B8C>$$[9"\Q:6HO,G!F M*TAX5C,O5TM0.$$R<&8K2'A6,R]72U`O86PO-&9&6&8Y66\O=T1A;"\T9D98 M9CE9;R\Y<5@O:#A69"\Q:6HO04YQ6"8C>$$[+V@X5F0O,6EJ+S)P9BM(>%8S M+U=+4#A!,G!F*TAX5C,O5TM0+V%L+S1F1EAF.5EO+W=$86PO-&9&6&8Y66\O M.7%8+V@X5F0O,6EJ+R8C>$$[04YQ6"]H.%9E&UP34TZ1&]C=6UE;G1)1#YX;7`N9&ED.C5C93@W,V)B M+30X834M-&4R-2TY8S1C+68P,#%C,#AC9#5A83PO>&UP34TZ1&]C=6UE;G1) M1#X*("`@("`@("`@/'AM<$U-.DEN&UP+FEI9#HU8V4X-S-B M8BTT.&$U+31E,C4M.6,T8RUF,#`Q8S`X8V0U86$\+WAM<$U-.DEN7!E M/2)297-O=7)C92(^"B`@("`@("`@("`@(#QS=%)E9CII;G-T86YC94E$/GAM M<"YI:60Z,$8P0C0X04$P.3(P-C@Q,3@R,D%",3`X13,V-D8S-$8\+W-T4F5F M.FEN&UP34TZ2&ES=&]R>3X*("`@("`@("`@ M("`@/')D9CI397$^"B`@("`@("`@("`@("`@(#QR9&8Z;&D@7!E/2)297-O=7)C92(^"B`@ M("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I;VX^&UP M+FEI9#HP.#!"-#A!03`Y,C`V.#$Q.#(R04(Q,#A%,S8V1C,T1CPO7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V=#IA8W1I M;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@("`@("`@ M(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S='-C7!E/2)297-O=7)C92(^"B`@("`@("`@("`@("`@("`@(#QS=$5V M=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B`@("`@("`@("`@ M("`@("`@(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO<&]S M='-C&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/G5U:60Z,D1&1$9" M,CDY,39&,3%$1$(Q,41%.4$Q-45#-#$P,4$\+WAM<$U-.D]R:6=I;F%L1&]C M=6UE;G1)1#X*("`@("`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`@(#POWN#$C=G<8V$$DEK8X<3(S)4(U5C;_ MV@`.!`$``@`#``0``#\`O\+_``O\+_`````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````"%'QX-S^)=HSJ)KG+?"NPK,,[[!W'L?B& M.YC:,*U%:MSW6FTU5ZQV_<\AN51B]XL=_IJ"WR[EO_X",&^[0`^8GYR3W[EO\`^`C!ONT`/F)^[EO_X",&^[0`^8GYR3W[EO\`^`C!ONT` M/F)^[EO_X",&^[0`^8 MGYR3W[EO\`^`C!ONT`/F)^[EO_X",&^[0`^8GYR3W[ MEO\`^`C!ONT`/F)^[E MO_X",&^[0`^8GYR3W[EO\`^`C!ONT`/F)^[EO_X",&^[0`^8GYR3W[EO\`^`C!ONT`/F)^[EO_X",&^[0`^8GYR3W[EO\`^`C!ONT` M/F)^[EO_X",&^[0`^8 MGYR3W[EO\`^`C!ONT`:&FG+CF5XU%JN[;%IJBCV#=- M<8/<<[HZN@EVJJILFP-48[F&FIJZ.U5,VEBH8ZGFFFU/',$4X!5S[%^;P\7KKK MM;,=%[0Z5]0M-[>UE?JK'MA81L3"]ZWBZVJXPR*6KHX9,-JW_C]),H:Z@J9= M925U//K:*Y4-3(J:69'(F2YLP"3OPVO$O\QMXOFE,I[`]9;=X1VH]?X%M*_Z M!9M714MNM&3;IYBMM/9-@4'LI_,ZC]>;S.AB@Y]2" M+D#O^Y2_-B8515-\I:CP3MO3Y4F=*E8;;8>V%LK:F/V4<^"HIJJ[R-86Z&=Q M'(XDP<3KK+E^O/XYBA]7CF.6!'ML?S-_B`>'KL*Q:Y\6CPF+IJZ5?JBI@H-D M:3V'-@Q2_4])'#,JIFO9E]AV!KK8E904LZ5S4TM+G-/.I?:0+QT2\3_':ZX=6-N2[AFMAM\BY9CI;/*#C"]RX=23N9<'-7<\/JZJJDWNS MT\Z=+E3;K8ZN[V>7/F0RN:OVL7$`"3(```````$.?CT=T-B=!O#)W?V.TSLZ MAU;NRP7[5N/ZDN-PQ7&,UD9'E.3[&QRW77%.<- M81WZAE9Q(M%WQK#Z>^T%XE8Y,J)M),IHN8^*F"#CU8X>>8(@-42V7.W7JVV^ M\6BMI;G:;M0TESMERH9\NIHKA;J^1+JJ*MHZF3%%*J*6KIIL,R7'#SS#'!%Q MSQSZ.0'[@`````!QQW@V5W-U;J&TW[HOUIP?M+N*OSBAL=SP/8&W[-I>P8]A M-5C&6UM;G460WJ5%(OE1:S7A5:&TQBV3W:NL=ESVXYUDNX->Y)=H)4RJH+7;\UU7L:+'[#>JFW MT%352[=>TF]=-]:M::B\/+#,W["[BUKI M3!,CR#6_8>"T8]DVT\YL>$8W7Y'<)>_\KBE66CN5\D\U\^39JZ=#3<3(Y-+' M,X@@`69H\/\`->PPQ1<;5\$*9S##SSQ!!;NW_$4?/''//$$/,>MX(.(HN?T< M>GGCCT_[>>`',FW>\GFI.I%KFY3M'PW^EO;'7EAH?;WN]=2Z[9EUS6;[.&9- MF10X?,V]=M@7&=S+AYYYBMF$3Y$OB7SZ_/',4'I`\_ZB>O+ MGS^.)?M8P+;>K=K:RWA@&,[5TYG^'[1UKF=OXNN*9W@>0VO*<5O]!S-F2(Y] MKO=GJ:N@JO85,F.3-AAC]>3/EQRYG$,<$4/`'WX```````(M^\?8?Q2M/[(M M-GZ/^';KKN#K&;KFW7Z]YIE';'`M#Y!1;$FY#E='<\#MV*YE0Q0U]+1X[;K3 M6R[E'52::;-N4=1[#;-S'&=>:Y\,"Q9UGF9WJWXYB.&XEO;,<@R;)K_=:B"DMMFL=DM>EZ MJXW.Y5U3,A@E29,N...+GT<<`+/G2#MOXO.]-HXG0=MO"OPOJ+HR]6_(*F][ M&F=N=>[*S>R5%)CU1<,9E_X78[0\WKV=^OW$F@FPU$RFJ:/B*.;-D\00P\Q` M2C;KR#:.*:CV/DNDM?6O:^W;'A]\N>M]:7O*Z/!;1G68TE#-G6+&+EF5PD5- M#C%'=ZZ&"3,K9LN.73PQ>OSQSQP`JC=X/,!>+=X<^-6G.NW'@LXYKK7=^R"# M%[-L6S]O,?V/A%5?:B375-!;*V^ZVPK*Y.-W"ZTMLJ)M)37:&@J:F7)CY@E\ M^K%Z`(Z,9\[)O?-,@L^)X=X9>.99E617"FM./XSC.^/>`%)QBT5D5+ MZU1M?N1@>G;G0RJOF9Q#/K<2V?8,5S>7#(XE<\S9<%LCGR^/1Z8/3%#Q$!8V MU/>=@Y'JS6F0[:PNWZWVK?M?X;>=F:[M.1TN86K`M@W3';;79GA=LRVBE2*+ M*;?BV1SZFADW&3!!*KIF/AB4_>32\.MZ3(\PSJR]@,9PC.,=SSC(,FI+GA-NU!-M=WSO+Z>1C=#: MZZGK+325GMYU=-D>SACD\>T`JO7SSM^[,9O5XQO)/#4Q3'LBQZZ7"QW^P7S? M^6VF]6.]6FKG4%UL]XM5?IFGKK;=+;74\R344\Z7!-DS8(H(X>(N.>.`.I.G MOFF_$.[^;`N.L>H'@[T&[J&XHLJN ME#*U3BNX<=WA008E)MUFJ+1?ZG-,6D2+/!0'6H#Y_+*W(+;BV2W'$K+3Y)E5!C]YK<9QVKN,JSTM^R"EMU3/LUEJ;O/@F M2;73W2XP2Y$=3'#%#(AF?KIA-XV-F7@38]E.&X[;9UU MOUPU)W-Q+;=WM='3<39E7.F81@6(7O/ZR31TTKF=.FTMJGR),GTQ1QP\0Q>J M!!M^>+VE_+LP#XC\B^YX!WWTI\R)XIGB)1W^;T[\%BDW!9L6N'%HR3,9?9^F MP?7UEO/-#+ND5CK=A['U_B&$\9!+MDZ5416Z"OCKN),^3%['T3I7K@7`-3WG M8.1ZLUID.VL+M^M]JW[7^&WG9FN[3D=+F%JP+8-TQVVUV9X7;,MHI4BBRFWX MMD<^IH9-QDP02JZ7(XG00\0Q\<`/0``!&#X@G8[Q+-"W7#)G13P\L7[NXK7X M_=;AL"XW+LQK[1M_PZ\4=3-BHK=;,=S:&5.RVGK+=)]?UJ*9,J/;1P2H),?/ M//,(%7+L)YO7NEU/V/<-1=D_"+YTGLBVT\JNG8EL3=>98[=RW5D=XM6/8]X:^)7V_ MWVY4-FL=CLW8'++I>+S>+I52J&VVJU6VATS/K;C,QO7:&MZ7LEX16)=6=!Y3.G3LPV=>.X.NLKSC$[1,L%WKK M;62M/VVWP9A,KIU\I:2BGT5=+H*JGAJN9G,'/$N+C@"<,``5YN\7B/\`C,=3 M[]NC*L#\&^R;[ZV:VO&45>.[:PGMAB5SS'(]=V2IJ8K?F%QTK8,=O>R[?45M MGD?7*BDI;?7KSR`KN_GB]I?R[,`^(_(ON>`2K]4_'.\:;NIC%J MSOK[X$-;?=?7N7355FV!FW9JCT]A=\M=5Q#%+O6-7_;V!8/1Y=9^)?/,7M[3 MS701^CF&#UH_Z("W(``````,POQ"_,Z>*-ICO1VWU)UM[0X;>-%ZU[!;1P?6 M57<-`Z9N$^5C6,Y97KY.T]KGM'IG7W8W/M-:?P:*"JU[FV&S=8Y7?<'K*"V99B6,7.LRV*]WB@B MYJ)5SMM?4\39$$--400P#\VSWZ_DJ[!_] M5;G_`.WL!Y'EGG6>P.!7NIQG.O#"LF%Y)1RZ:=68_EF\\VQR]TLJLD055)-J M;3>-*4=?(EU5--AF2XHI?'$B&?.CCE\S)@%F4````!G65_FY>[VANY?;W2UXT3K?MMKRV]J- MS89U]LEKGS\#SG&<%Q[9&48UA6(4%]U]C%^H]B4_%CH*/V=546N;-Y)YV3 M>^&WNX8SE_AEXYBF26F9+DW3'\DWSF-BO=MFSI$JJE2KA:;II>EKZ.9-II\$ MR&&9+AYBEQPQ@8GYPON7GMDILFP7P@+[FF-UDRIDT>08GL?:F1V2 MJFT<^.EJY5-=K/H6LH)\REJ944N9##,YY@F0\PQ>CGCG@!])^;9[]?R5=@_^ MJMS_`/;V`^!V1YQ7NEK[&:F[Y/X3$>LH*F+[/M.3;(SS:]!C,F\3Y<<=+*J9 M5PT]B?%RBBXEQ1?5I5?3S9D,//HCX]'/("=CRU?B5=A_$\Z6;CW!VER/&\AV MQ@O:C-->TL6*XC;L.M-!KV/6^JT&2]B\NKKQL;+*&JJM9:%P"517K:VP. M*>.;3( M%2I,E3.`/V9)WJ\U=TCHIFPNROA]]=^Y>F;-+YKLOCZZU M/,W9-#10\^O,XM=%KG,\@R>CIZ65%%'4UG.`WFEIY,KF9-F2X>.8^0)EO"M\ M;OIMXK]CNEJU#9LGBOHZ&9/E2X@)B@```````````````````````````` M```````````````````````9/OF[*2EIO&6S^=3TU/(G5^A]#U==-DR9O\_M,^1*GS9$GF^87E$FFJ(,?Z/'^T"I[XGO0+._#-[C[%ZEYY=8+5!,A@CCI:"[U=;:IL7,,/_F[=.X]''H`:;GEA.[G/"]WMM^36^GKH,Z4PZUXKN;4EXQJV]EH;!2R+ M?3[7U?E5WM^(6C.[W04T'$-RV!K[*KI;9$==!!#45=@K*CFLFS)=MHX90%:' MR[?C![&\-SM[@NK\SS&X573+L+G%BPWNF(UU13QWWFFXAANUAE394Z"9/IZ";3`:ZP````````"BWYX##<;J-&=#- MA3+93_K=:=L;?PVCO,,$,%5QC>18?B][N5LG3(8>(Y]/S<\7I9LJ&+GGB5%[ M3F'CCVD?I`AK\FUK?% M?W=&-R+SEUSOM'*K+OH/#+ M_22JBWZ:Q?F?!'#8<@ET,V&+*ZJF]$ZJN,<=%[6;24DGF,"S2``````````` M``````R$?-&X#C6`^-KVXEXO;Z>U4>7T>E,^N=!1R)--20Y+E&C]?5.37"7+ MDP0>M49!?)4^Y5?Z7HX`M_^3!P+%[!X7VV<\M]MDP99L#M[ ML"GR6]12I'UZLMF'ZWU1;\:LOUB7)ESHK39XKA75$B5,BF[?:S$<5L-NDPT]OLF-XWO?/ M+-8[10R(..()%';;912I,J#CCCB&"#CCC_8`U6?+>ZTQ[6/@M]':&PT-#33L MPP7*]EY#64E+#3U%XR'/]DYED5377.;S%'.KJZDH:NGH(9LR+GGBFHY4N#B& M5+EP0@3B`````(L_%R\+#2OBN]5-SQT7$=\U/LF M*FE14:8;N_I?V0O M&'9;;+QJSL#UKVQ!)JZ2H@@AN>([%UODGNULDUE#5RO: MTM93\RI\F*9)F011`;)WA(^)#K[Q2NE6M^S&)PV^S9M[/]1]ZX!13N9D6NMS MX]04$>6V*5!,G5%3^K]U@KI%VLLV;'%-G6>X4W,WU9_$Z7`!)D``(E?&S\1+ M&/#2\/KX:EZ\V+F9Q]9,JZBU7S&:FORK:%?<*B.*;46FCV%D^+X_)FH;M4Q0R9LR;4 M5,KF^X]2RN/4ABJ$;0WKXDWBP9WCU#DN MP-K]TM_:ZT9D-_HZBOKL7QNJS&X9_M#-,;GWF3S5R+EGETSRCM$=?'#!<94F MSUE/ZT$NKJH)P%S(``9(OFP/QM>QO_+_`*[_`.2&$`+GOE#OP;<*_P"?^]O[ M=M@"SZ`^7S;"<0V3B&3:_P!@8S8\SP?,[' M\6NNE3J2OM]?23HI?91PR@+ MB````/QW"OH[505UTN-1+I+?;:.IKZ^KG<\\2J6CHY,=155$WGCCGGB7)D2X MHHOT<_HX`4X_**=+\0F:'W=XG^?XE;[AN_M5NC9EFUUDUWIJ2ZW7#]2X[D-3 M3Y5!C=YF2),^CK,WV?.NU/=YDJ5(YJI-CI./1Q#ZT`"Y0``,<;S(?XVO??\` MX_U[_D=JX!?\\J!^"5UQ_P"/^Q'^>.<`+'H#S_:NJM<;QUQFFH=O87C^Q-9; M$Q^OQ;-<*RF@E7.Q9%8KG*YE5=#74DWC_P"D-;T+K)U=4T/67M=J^=B]=S^MU(?3SP!3 MA\O;T1R#Q1=X;5\=GQ(*67MS,[9U;U_DU),K=>V&?A-5S;JS.;5CURY MK*&LQ/5U=##C.&4,R*;)MM=9ZZLGP3:^51U4L#^=K#OEYA#OUXEWB6=1^D7; M+JOK#$^G/8C>^.62BWUJW&J*ED:TQ;?N;:SPFS6R^XMH7:=]OMXMMMLX'5Z\YU:L%RF;JNR6^ MS6VCN-SI*VXTMI^W;1K[4&P,.O5^M]OK(;==*JRW>SR:NEAEU$F**;)DU('Y M_'5Z=VFT:EZZ^9-\,".[:2W%:K3I#L/M&5CE')M,O,]>;?LV-5^(;7O>+TG, M5OG9-3R\LHK1FU!%!.H,DL5RJ)E?!%Q3U<=8!;8\.[N1B?B`]*^O';S#Z63; M*7U];T?H`7+?)05][ MG^'1V8M]5-K)E@H.Z&0S+/!-EQK&3W?ZG@/ M=#7]18[13U$_V-%(W7J6FO&:X%53)LZ+ZO(^UL.G9/:H(..(9E9<*VBE\1/[I$,^*7#!Q><;TWE^18Y,AYF\

5Z[5]^NO7[1=TRJ*LCRBY:/1Z`'L8```````* M0?G>?_BQT?\`X@-A?Y=2`$0'DJ?Q3=^?P`;3_P!1754!I]@(Q?%F\4'2_A2] M4W\/]G_`+$9_B)@]+XI>B<9EQYOK2UV?$>VMGM-+Z:W*M;4\5%8\$V_%)DQPQ MU=TUO'')L]WF<2YTZ.P3J2='%*I;/,YY`K*^7J\6BO\`"U[J6JHS^^7"7U/[ M`S+-KSL19X8Y\ZWXY+XK)LO"]ST]!)E3YLVZ:ON-RGQU/$J".;46*MN$F"". M?%3\P`:_ELN=MO=MM]YLUPH;O9[O0TESM5UME73U]MN=MKZ>754-PM]=2S)M M+6T-;2S89DJ;+BBES)<7$4///'/'(#]D<<,N&*..*&"""'F.../GB&&"&'CG MF***+GGCB&&'CCT\\\_HXX`99_BS=D]H^8?\975W3;JG>?MK16N\PN6D='7R MCEU-SQ3FVRJF3=##48_/I<=/[B5]ZNO4GPY\`J*JZW M2NJIW9+9^/V:74UUQK[G<9UXUCHO'95-;HIDRIKJJ;,RFJFV^.7'.F13;=.@ M@X]:7S$!98N9G,N514\''IA@XX`9!%)4[:ZE=B*:LE0UF`[UZ MR[HDU,N&=!!%<,+VUIC.(9L$,V7%Z8(JS',QQOCUH>?TY M'53K]VDP?F3+QW>FJ>./3R!TJ``````.5.EG332'07KUB76/KS;,@MNLL-NF7WJW<9 M7D-9E>2UMUS?*[OF%^K[S?ZZ&"HN%1-NEYF02^>88?4IYW]NVP!9]``'*6-],=&XEW M%V/WIL-JOU%OW;&G<8T?G5QAR"KBQ>\X9B%XI+S89\>,14DR@DR/KO M$7K\TLOB7Z...>>>0.K0```?/Y9C=!F6+9+B%TG7"GMF58_><;N-1::Z=;+K M(H+Y;JFV5\CO.67>IN5XK..*BOK+AD%_JZB9'SQ M#QZTWT0\<0\<<<`=%@`#'&\R'^-KWW_X_P!>_P"1VK@%_P`\J!^"5UQ_X_[$ M?YXYP`L>@`#E36?3/1VI.TO97N'A-IOE!NCME9]2V79&E,9CQ M#!:FVX]%+AI;5<*:PQ\2:B=!%%%4>KQ%SZ.?3Z0.JP%;[S8-_P`BLG@H]A*2 MQ2ZCFBR78?7^P93/IZKBF^JX[SN'%+WQ,G0__?5T]3?[+04\4J'GCGGV_K<^ MF&&+CD#MWP)\?QS&O![\.^W8M)I9%LJ>LN!Y!504<XO2_QM?&XR?IWT+SCOGDN:]L. MSUAS+$L'KLGH:K`K';^VNR[A09'71XQAF9SXZ>Y5\7--#Q-E28/6X_1%SS^@ M!Z%N7NIXK?FG:6X=%]#]9M+=;=.:BV5AF9=BJ_)MG;UF.V>]T]RFQVS',0K+C]H4TF"HCAAD\\1@7.^T?7'"-*^"GOOJE4UTS M*,"TCX9&Q-(TM[O4FGHJNZ63476"Z8A:,EK(/:U%/;;I[/&I-=Q%#,CXIJB' MB*&+GU.(@$1GDV,@R*\^$CE-NO<%1!;<3[A[DQ_$(IU5Q42YN.U.!Z/5^K8UA.. M2IW/HKLJS2_SJ>V6VGXXY]I5U,'I]$'$47`&(9OC;VP.UW8S;F\LKI:B[[+[ M#;@S39%WM=GD5%?,J,KV9EUPOT=BL-#3RHI\RGDU]WXI*"EDR^/5E0RY4N#C MCB&'@#7L\`GH%>_#E\,S2>EL[MT5IW'G4ZZ[WWA:YDKB34679.SJ>USN<4KI M7',?'%VP/"K19K!6Q<1QP3*RUS8X(O9Q0\<`3.`````*Z'FC^ZDSJ%X3^V,: MQR[16W97;&[6_K-A_-/.FP5DC'/#:N_9/([3#1;`[J;"J\SD5$V3'(N$O3>KY]V MP76-NK)4V5!,AAJL@BR:]TTR&**7/H+W31P\0)_O$%ZG8_WGZ4=E^IN1 M?59JH_8O#=A6*758;NGK;N*RY/0TE?#%Q48]L75&82*[[-NL MFGG<<38:&_V/FGJI/$?JS(.(X.>>88N0&XSUFW[A/:GKSI3LEKB=%-P?>.L< M-V=CDN;,XF55!0Y?8J.\.8>>.`/ M<0`````!$#X^_P"#;XA/\/\`>/[*6';7<6*3HG7>.RZV7+ND[&*BLMUWV_E4V@XY^M3\=L MV"R)ELGSH>.)0,]_P//"_SOQ0^\6NM;R\((((..(88(8>..(888>...(88>./1QQQ^CC@!_H``` M````%(/SO/\`\6.C_P#$!L+_`"ZD`(@/)4_BF[\_@`VG_J*ZJ@-`+Q%?$AZR M>&/U^O\`OKL=E]+1KN](O6M^@6O[]5V*QV6T5 MM?:,?J<3Q^Z\US6F@IX8)-+0V^ MAIX)0'UP``````````````````R1?-@?C:]C?^7_7?_)# M"`%OWR;?X1^1_P`7^Y?_`&3J$!:]`````8@WBQ?BF^)9_'_W(_U%;&`:O?@$ M?@V^'M_#_9_[K)>+=5RYM+<+7=;;539%1(FPQ2YLJ9%#%QSQSSP`QNO'-\+ M#(?"G[NY9JJU4=XK.NVS/K^Q^LF8W+FHJ^;EKRLK(8:["+I=YG$4%=F&K+K4 M\6JX;@L%153)G-9D&E)LV7(I97$<,\5;GHKTMF]:M39).MG9KN/:;YAMKK;1604]XUOHV"&&W;0SV&;*]>KMUVR M6FJOU%-QUDZT7#O_N+&9E%O+MAC]-2 M:HH[Q0P2KC@G6OZW3W6TW*C]?CZQ35F[;I2T]YFQ<^F&99**TQR_4YG5$,0% MQ0``````?GJZNEH*6IKJZIIZ*BHJ>=5UE95SI=-2TE+32XIU14U-1.B@DR*> M1)@YCCCCYXAAAXYYYYXXX`9C/02DJ/')\SKE_9Z]4TS(-%:IV??>QU-+K)-3 MQ0R=.=<9]CP;K+:)M#4PSZ"749!DM%B53=+?'ZDJKXFW.9ZL?IF<1`:=P#*= M\V]TG_Z9/$ZJ][8W:OJ.M^ZN%TNVJ.9(E^RH*;;&*<4.&[BL]/Z\Z;.G5E75 M2;3DE7,Y]6#FHR;F&#CCB#U>`+`WDO.[7^(_5?>O1;*KO[7(^MN:0;3U=154 M_P#WDW4FX:VMGY/:K13>M%S]3Q#:E%5UU7'SQ#Q[;+)/''K?TO0!=<`````` M````&2+YL#\;7L;_`,O^N_\`DAA`"Y[Y0[\&W"O^?^]O[=M@"SZ````````` M````QQO,A_C:]]_^/]>_Y':N`7_/*@?@E=G[CF]QJY=PCM%Q@IJ[FNU;GU\K<7O%+!+BYM$J7:N*CF&.LEP@. M6?+S_CY^8-_B`["_ZS]G`/G/&+U#LGP./$]U5XWW5#&:RJZ[;^S#C`.\>J<: MIO96NMON73Y-9FE15T\OZM;[?3[EH[7]M6^MGQPR:38-JXJ*F9%Q<)-/,`[I M\Q?XMND\4\)*UXWUZSZV[!SWQ.M>VS$-(4&-SIE5>*W16>4E#,VAFU?99,N* MOI*6IQ:OCQ7ZG/XDUO%ZO/L?91Q459+E`2@>!5TBOOA_^&!UGT+G%JF6;:]; MC]RVON.VU,F"GN%JV1M:Z5&87/&+K+EQS)?-TP*SU]#CT^.&**&9':>8N.>> M.>`$NP``````````````````````````````````````````````````RA?- MY?C)9I_#_HG^P[H`DS\L#XG_`!T>Z([;U[E'1#Q!^P&`Y#VXS[.)F^>IG7:I MWCK'%+U<-/\`7S&I^`YS64&066KQS)*.59*.LXA]6?S.DW>EX@@__)%"!-WN M/S.5ALM-=K'US\*;Q1-W[*M='-J)V-YAUXNNH\?H9WH]G)DWF[VSC:F86[U: MB.#B=%^KL4$,,R'U8HXN>8>`*U?;SK[YE7Q^MG66#;/4O8/7O1&-WK[1PK4N MRZ*IZVZ7UE%S+G6J#+KY9-LUMLV;LK,N*.JF2YURAMMWN$N"IG\4%)1T MX(;SGF:6RIABCHL@O%/0PT?/,N;26NDK),%7R!:Q``````&9QYI[=&TO$-\7 M+1_AP];['6;&R'0UGL.K,4PJV7"U4,&1]B=^06#,LOX@OEZN%IQNVV^VX=)Q M:@JZJOJI%):9]NKXZFHDRX9OLP/[6N^E'G,]2X#A6K=:P;IPO7FN<5L&$8/B M-B[3]'J2S8SB>+VNELN/V*UTW&Y8O8T-KM='*DR^.>>8O5@X]////IY`?9?] M-7G:O_\`1[_^+#H_]\@"LWXE?2;Q#.HFZI>3^(YK2[8/N3LE59=MKG)+IFNJ M,\G;&NM5D$7.;9/67K3^69;CDN_5&07'V]?*G39%9%,JH9\E]V5MVR.GHJ27%*XCJOU=VE19 M#,J)G$R/V,J[T']LV MRZ5[Y=)=R9):\FOF.ZE[<];=FW^R8599F29C>++@>Y,,RJZVO$L=DS9$Z_9- M<*&U3)-!101P1555'!*XBXYB](#4^G>9#Z+2Y4V9!ICQ`ZB.7+CC@D2>DNW8 M9L^*&'F*&3*YGTDB1Q,F<\>K#S''!!Z>?TQ<*=?NCG M9*NV?6VF&KLM7VRLMOT+BU)Q4QSI-/?I>+66\9MFV7V63.D10OS'/LJK8IU[S#++E*II<$RL MK9TSF53RI5-(ADTLB1(E`=5@````````*0?G>?\`XL='_P"(#87^74@!6;\M M;A7?W/N[>[,?\.'Q5+DL_.],91347M)_P"KFO[I1VRQ6K7E/3\0S)\G&9]GQVJERO7J M(+?#*C]I$!+QX`WF:\0;*NL5!0[FS76/.M[-I*[["HY]1BUBPV[3,EYOU#V$UA)@ MG72')X945/\`9L44OBFXYYG1^OQ#`!+K^2\VI_.0V!\+&1_]Y0!^2\VI_.0V M!\+&1_\`>4`?DO-J?SD-@?"QD?\`WE`'Y+S:G\Y#8'PL9'_WE`*)7;S2]5UN M[8]G^N]=F51L6NT)V(W5I>LV#5VJ98JK.ZK5NRK'%P`L( M=.-:[M\SQXUE[WCOVQ5%IT%B%1CN?;CL5LK*^KQ?6_7W!JV"@UQU]L%YG?4O M_P!QLBXRHZ.=-D\4U55S*J]WJ5(ABDSH(0-4RV6RVV2VV^S6:WT-HL]HH:2V M6JU6RDIZ"VVRVT%/+I:&WV^AI9H;7D=;35$N'UY5=(I^(8I<44,R$"@[X7?AZ^8ELFHY7:;PQ->[$P M;6'8BU\4L&P<7W7UEUQ<,^L>!Y-D=CD<3+'M?9>/9E36>AR*37^PCCH:>16\ M<0SY?,Z3S)F<@2C_`/35YVK_`/T>_P#XL.C_`-\@#@3Q$?#G\S=MG1MXVKXA MV![,V?I?K-C^9[8N%XRW?_4_-X]=8]066"JSC)[?8L`VM=,NK*>18;1Q.K9= M'25,7L*7VG,OT2_6A`X8\`+N[%T,\4WK7M"[W7[+UILC(..O>YILR?,IZ&'6 M^XJVVV&*\769*@F3.;7@V:R;+DDZ"&".*9Q9O5XX]//`#9=``````````&2+ MYL#\;7L;_P`O^N_^2&$`+GOE#OP;<*_Y_P"]O[=M@"SZ`````````````QQO M,A_C:]]_^/\`7O\`D=JX!?\`/*@?@E=.<`+'H``````J_>+1X#6 MPMR[^LOB3^%?MBCZE^(EAU9]N7V;35<>-X'O.MDTWU.?<;O64EONMOL&>7:S MQ3*&X\UUOK[!E=-'Q37B3+XF5%;&!RYAOF$/%)Z@RZ35_BB>#7V$N.;6B9(M MLP;-ILGF*"9.MU!3VC--97:\1T4B.HGS+-F<5+,F^GB"CI)7/'$ M('ZLV\Q[XA'9&&LUMX:_@M=IK[L:[13[?;MD]@L8R>CPC"YM1Q,DT-RR:PV" MPVG%*2'GF;+F>UNF:VJBDS..((^9\,7I`>L>&AX"V_;IVIIO%&\9_;E#V3[I MRKE09#K'4M+5T&1:RTE7T$%;.L5==9M/0TN(W&]8357#F9C]CQZCI\:QFOD_ M7Z>?7U<\GBA=M_%)W91PW>Y:WJLWRREN MTR5QQ13.P_::\91.N=39^)\PEP\\4<%UH_TP<>SXB`T>0`! M5>\W-TIA[*^&5'OS';1]?V-TKSBEV?2SY$J7,N$S4V;1V["]O6JGYCYA]G1T M_K67(*N+CGT\2,V+;CURJ9_,/'J45+/AYCEP1QQ\`;$(`` M````B!\??\&WQ"?X?[Q_;EA`90GA._BF^&G_`!_]-_\`45KD!M\@([_$A\,' MJIXHNCZ_3O9##),V[T-+73=9;>Q^FHJ3:&HQQSIE1'9,HLD=1)E7JQSI\RLM-5,@Y]>?23Z.LJ@+;'ET M_,O4<5'@/0;Q',\G2Z^7.M6&=>.T^6U\,=-4TTQK[.F5TSK1EUXN$'$JVW.X3IO-13Z-R*LJHXJN#GVDO':V/BLEPRJ297< MP@:<=/44]73R*NDGR:JEJI,JHIJFGFP3J>HIYT$,R3/D3I<44N;)FRXN(H8H M>>88H>>.>.?0`_[`````````````````,D7S8'XVO8W_`)?]=_\`)#"`%OWR M;?X1^1_Q?[E_]DZA`6O0````&(-XL7XIOB6?Q_\`W\ M/]G_`+C/;J^R;9;Y5[N/;"EM-PO,NBIH+K7VJRZ@P.LLULK;A#+XJZJWVFKO] M=-II,<<4N1,K9\4'$,4Z9S$!=,```````!G$>:]WAF7>+Q0>HOA;Z4K)=WN. MNJC",5J+3*GP\:IK;2WKZKQ,C@I\9U]^KU1Q-F\_P#E)=UK.?5@ MAYCBC`T$NNNC<+ZRZ$TSUWUU30TN#Z1UCA.KL8A^KR::?4VK"L>H+!(N5?!( MXX@FW:[_`%'FJK)O/,4<^JG3)D<44<<47('LH#Y_+,5QW.L6R7",OM%'D&)Y MCC]YQ7*+#<8.9MOO>.Y#;JFT7NT5TKB*'F91W*VUDV3-AXYXYY@CYX](##C[ M]=4\@Z/=S^RG4_)/KDRITCMC)\2LMQN'$J&KR#!XJGB\:YRV=!)]$N7^N.O[ MI;+K#!QQ#S!#6<<<\<<\<\<`:ZW@>=V/^OOPQ>KV]KO=?M79%NPN5J7<\R;, M]I7Q;8U-S#AN37BZ>K)DR959G-+;Z3)(9]2X?3Z>.8>`)9@`````` M``&2+YL#\;7L;_R_Z[_Y(80`N>^4._!MPK_G_O;^W;8`L^@````````````, M<;S(?XVO??\`X_U[_D=JX!?\\J!^"5UQ_P"/^Q'^>.<`+'H````````````` M``````````````````````````````````````````````````,H7S>7XR6: M?P_Z)_L.Z`+/ODJ?PLM^?Q_[3_TZ]50%OT````````!4'\XUW7AT=T`P3J3C M%Y^J9SW&V)309+24T^7#5RM)Z)-;10W M"3SS%##,@Y`D>\M_TJYZ2^$YUXL%]M'V3LS?E'4]G]I0394R36<7O;U%;*[# M+;7TT_F*HH+ACFH[;CENJZ:+U>95?2U'/,$$<4L$VG@N6ZXS:SQQ>I!=L1SBP7#&3KI["?;HKQ(Q>^U--8,NML$7JSI5 MMRJRRZ6ZT,SCGCUZ6KE1P\^CGCD!L<>#OW4E>(#X0\U,G<&N)TW!]B3ZNGXY]>B_6"_V29=Z67'_2YH+C3Q^GF&.&+D"3(` M```!$#X^_P"#;XA/\/\`>/[IYLN367F MICA_I03*6MI9DVCK)4^DGSY$P#()\4[PL>QGA1]C+CI+=MNBON'7V*XWC2FZ M[/;JFEPG<6$TM3+E<76U'KXA6>_\`Z#_];A_6CLOF%R__`*#_`/'06'3NXK]7S/\` M_G__`,=-CV0U,S_]?_0H:Z/ZK["?2@:#@```````*0?G>?\`XL='_P"(#87^ M74@!$!Y*G\4W?G\`&T_]1754!I]@/)MZZ*U'V8U'GFB-[X'8=EZFV78:G',S MPS(Z:*HMUUMU1%!-E3)]MU%+.FSI5!+J)U3,U5L6ND4E/;* M7:&'T$4/$R.5Q+I[W0\0W"FER>8JFCH@+#WE:_'RXLTW!_#`[F9KZMHJ)DC& M^GNX,IN,N"7::F9%#+MG77++K500\_9]9-CB@P^LJI_/L)O,-DABYEQVN3*` MT%P````````````````&2+YL#\;7L;_R_P"N_P#DAA`"W[Y-O\(_(_XO]R_^ MR=0@+7H````#$&\6+\4WQ+/X_P#N1_J*V,`U>_`(_!M\/;^'^S_VY?@$OP`` M``````#+%\Y)^+?C7\'^F_\`WQN`!/\`>28_^`G:[^,"I_R7U:`N>``````# MX#;&SL-TGJW9&Y-B7678\`U/@>7;)S>\S8I4,NU8E@]@N&2Y%<(N9\V1)_\` M*6FV3IGHBC@AYYA]'//'^T!G3^6=UCF?B7^--VB\4+28UK7$:&.IYERJFSX)K7]8OJ''/$?V?S:K=ZDN#GV4=2Z5S,-WQUQ[Y8Q:(H+!N;%:C0VTZ^FDS?JTC9&N)53?L`N-SG\RO9 M<7++M?5]91R(>)G/,5/BO/\`1X]7F*(#]'DKN[<&&[N['=!9#_&U[[_`/'^O?\`([5P"_YY4#\$KKC_`,?]B/\`/'.`%CT` M```````````````````````````````````````````````````````````` M`OQ_>7:CKEIJ_P!JMM->+E8=J;NUIK^]T%IK8.9E%>9,V*7Q!-]']#GD!DS^8R[E:3[R>*CN7;_`%XR:GSG4MAQ/6NK ML;SV@EU4JT9M58/B]/)R*^V.&MIZ6IFV.#):^KHZ2H]3V=;)I(:F5S%)G2XN M0)QO*0^+MU1ZDZ[WSTH[7;9Q/0M+G6W)&]M2;&V-*9 M-G%QXI;/AEPIK?@%EK*&==:F3;JF7%50^VD3I<$%4!?*P/NITWVGDECPW6/; M3K-L;+\GBC@QO%<#WQJS+\DR&*713KE,AL=CQ_*KA<[M%+MU-,J(N*>5,YXD MRXH^?Z,///`'3(``````XJ[`>)!T$ZK_`*ST_83N-UQU7>\.AYYR'"\DVUAW M^(]%.XH)%UAH)&LK?=:[85SNTZVU4J?*HZ2V3ZN;*FP102XN(X>>0,IWQ:_% M&P[Q/?%'MO9#-+/E4SJ)KW*M>:WU[@,^73T^43.NF%Y9!=,MK)]OBG16^ES+ M9E1<;Q=8Y4<4<5)Q7TU#,G3H*."9R!J,Z4\6OPM-S819LDU5WNZF<8],M=!' M1V"^;DP+6F3V&WQ2(8*"CO&N,\NN*9GB7LI4OV<%/6VVEY@]GS!Q#_0YXX`D M&Q[(;!EU@L>5XI?+/D^+9/9[9D.-9+CUSHKU8,AL%ZHI%RLU\L=YML^IMUVL M]VMU3+J*:IIYDR3/DS(8X(HH8N.>0/[`#DC)N_W1#"JR_6[,NZ_4C$KABM9< MK=D]#DW9#3EAK,LM553S)53*J(9<S7BI9CM;J#GN+[2QBMT_JW']I;$PB?##[,RJWV_7E+C=!%<**9/I)M123()R-<;0NQ<=M5MA^U/9\ M4MJKK3!S5I=KAO'-FK.*7V_,OV_-).X@];F5,]4#VT``>;[0W'J M'2%@H\KW1M36^H<6N%XI\>H,EVAG&,8!8*Z_U=%<+E2V.CO.5W2TVZIO%3;K M355$NF@F13HY---CXAYAEQ\\`5,_,O>-+TEI_#QW-U#Z]]B-5[\WWV+_`%:P M*?:],YG9=E677N$T.7V7(L]OF:Y/AUPN6-6FLJK-8)EGIK9'6\7*.JN4$[FG MBIY$[G@#.-ZP[KK>M?97KSV+MEKAOERT%O+4VZ[?98Y\%-!=ZW5>?6#.J2UQ M5,VGJY=/#<)]BAEML?V7KWNWUSLE M->[707"OPK9^V\!U=L[$*FLIIX4%1%'3QS89[V^_X[?[/7RH9]#= M;+>[345=LNMMK)$?$`<>=Y>B/6OQ$]`Y)US[08) M3YAA5Y]>X6&\4L<%OS/7.82J*KH[1GVO,B]C.GX]EEDXK(_9S/4FTM5)CF4M M9(J:.=/IYH&4;XM?@,=Q_"IRZ[WW(;!<-T]6:NZ396%=F,&L-9%CLNCGS_5M MUIVM8Z>;"YYJ[:'3VR8;UE[ M\4&6;ZZXV*GH,;PC;UFF07;=^G+%3PRJ.VVJ[2+G5TTO:NO['(AA@E29M3)O MELHX>8::;72Y--;^`-!3JAXAG23O'C])D/53LSJ?_SK#!E,FR;8W'KO75WFXQ,JKE12\CE6W,,CL];,L,RML]7)AK M.(.:?F;2SH.(_6E1\0@9W?FU?%AZK=W;SUPZR=3MAV'=5BT9?L[S_9NUL/G1 MW+`9V5Y';K1CN-XCA62P006[+H;;:Z2NJ[C<*"*IMG/-522Y%1,F05,$H")? MR[?B&:Q\-KQ*L+W'O&Z5F.Z1V1KO-M$;5RVBHKG=8L.Q[,ZO'TYW@]GBKY@#KU76WMSVBZ[RLJI\+RZ;B&N[;L;#\KWOA^^L. MM-WJ->7/%=:8[<[IGUORRQYE3RZ2H]>CD4_L*B?15\R72U,^&(#(*IZBHHZB M15TD^=2U5+.E5%-4T\V.144]1(CAFR9\B=*BAF29TF9#Q%#%#SQ%#%QQSQSZ M0&C=X'/FI-'Y/IW$NM/B?[.J-;[IP.CI,9P_LOD]NNMSPC;^,T,B5367_%"_ MVBEN-5B>S+=2R_8UMVN,F7:[Q+DPU5162ZZ;,@G`6T]3]].CF^+M8L?TGW(Z MM;;R+)YTVEQ_&M<;^U5F>2WBLIZ".ZU5OH,=Q_*[A>JBY4=MEQSY]-Q(]O(E M0113((>(8O0!UB`````````````XXWIXAW0_K-SE-/OWN)ULU3>,+]$&2XGE M^Y,#M^>6ZKCMO%XD6N#7_%[FYO7WRLM47%13T%-;YU;4R>>(I4J/CGCD!D*^ M-#WN:6H_\`,4G-Q]C,XABE^K"!:*\I9XP?4/K/H7;/1SM=M["]`7FI MW)=]U:GV+M*^6[#M:Y):LOQ+#\.R[O12J:? M66J.]XM];\"N^P=C=Y^M-70VNAJZRFQG7NW,)VCL+(IE+(C MF\4.+Z^U]>LBRR^54^9##*XBE4OU>5-F0>VFRH8N(@&-CVNW;SV7[2=E.QW- MIBL'/8#?VX]V\V*.."9'9>=J[$R/.^;3%,@BC@F16W[>]CS%Q%SQSS!Z>.>0 M&BAY9#QG^D5-X>&ING/8;L3JW0&]>NMRR_#:&W[LS2R:ULFQ\)R?.[]F.#7K M"*W>NI).5'3ZRKM\C+-<9?C^;XS.N%!'#+KJ&5?L9N%SMQ]I#S#P!E!^8!\076OB3>) M3L[?&DZBX7+2>+XGA6G-49%=;34V*OR[%\%I*VIN.6Q66X4E%=[9;\AS/(+K M46^572X*_BVQT_-1*IYO,=-)`FV\I1XN/57IG;.PO43MCLC&]&V?:N<6/<&J M]JYQ6P6?7U3DTG'*;$M>_ZBNI-#]A=';LJK9;:2\W*FU'MG`MD5%OM%?'Q+H;K72<- MO]YF4EMK9G/$,F?,XAE3(N?1#%SR`]Q```!YKM/9T4BEFS.(> M8)ZL9W7DFY+M;Z?L#M/5EWDY%KO&=68]<) M5WF8#CV>VN*.Q97?MA7^AHX:N=9ZJMH9-CIJNFJ(^8JZ"&$#_MY2?Q$O#.5676UFS[';EBF'V/"*S%-@9;.M.(UE M':Z6PU%']C1W&&X4]P^L3X:?U*Z5'-`NRZH[":"WQ]O?X';PT_N;]5?LO]:/ M\*-EX7L3]6_MS[1^Q/M[]4+U>/L?[8^QZOZK]8]G]8^JSO9^M[*/U0/7P'D& MU^PF@M#_`&#_`(X[PT_IG]:OM3]5_P#%?9>%Z[_63[#^SOMO[!_6^]6?[8^Q M_MBD^M?5_:?5_K4GVGJ^U@]8"J]YH?OSX:NV?"RV_HFR]G^O^Z^P%YSC4%ZT MK@NHMEX5M;+L9S:P9YCETO.47BFPJ[W[C"+7#J:KOU+'67+FE@J9%QYIY',< MV?+XY`SJ^DW:S.^CO;'0G;+6\J7699HW8EGS*39Y]3.HJ3)['![:V9AAEPK* M?B*HI;7FV'W&OM%5,E\491=[?8,=L%GH M)44^NNMZO=VJ*2V6JVT);VG[7:YEW25K78.68U9-;\7BEJ[=6U>"ZQU_B M6K,3X9F^/8O37C&>,YR*KIL5QS),:RK' M:RKCE5]502ZZGN\KZK#-FR:KD!=MP+N/U$VKEEJP+5_:CKALC.K]]>^P\+P+ M>.LR>XWBX_9UGMU15S_8R8_8TTB9-C]$$$47`'1X` M```````#Y7-LZPC6F+7?.=CYCBNO\*Q^3)J+]F&;9#:,4Q:R4]152*&GGW?( M+[64%IMLF?754J3!%.G00Q39D,''/,47''('$>U?%B\,O2^&W;.M@=\^I]#8 M[/1U5;,IK%O/7F:9/<^*25S.FTF-X5A=^R#,V5M[S]^NU7:^PVVY6C%]R[:O=]PJVWJ"GE7NEP*TR*/%<"AOH\-L-#%5R9N.VW53<632L+U'V:Z^;3S&?1U=QDXGKC<^N,WR:=;Z""&9 M75TJPXSDESNDRCHH(^(ITWB5S!+XYXYBYX](#H,````````````````````` M```````````````````````````````````````!'SV-\*7PZ^W6RZKIZ>..?T\ M\@/!_D$>#;_+VZ__`-3WS^_@#Y!'@V_R]NO_`/4]\_OX!ZII+P=O#%ZX;2Q' M=FC>F&F]:;6P*LK*_#LYQNV7:1>\?K+A:J^QUM1;YM1=ZB3!,J;3=*B1%ZT$ M7^[FQ?\`C^D!)4``````(U=V^#MX8O8_:67;LWETPTWLO:V>UE'7YCG.26R[ M3[WD%9;[506.BJ+A-I[O3R8YE-:;73R(?5@A_P!W*A_\?T@/*_D$>#;_`"]N MO_\`4]\_OX`^01X-O\O;K_\`U/?/[^`2G:]P##=48#@^K=MDN;,FS9=OLMDMTBFDPQ111<2Y7''////Z0'V M`"*7,O`W\)/867Y5GV:]#]%Y'F.<9)?,ORW(;C:;S'<+[DV2W.JO5^O-='+O MW7_\`J>^?W\`?((\&W^7M MU_\`ZGOG]_`.O^J70/IMT;_7W_I)Z]Z_T/\`XH?JM_B!^HM'74GZU?J5^L7Z MJ?:GUVOK?:?8?ZVW+V'J^KZ/KDST^GT\>@#K\``V#,+?G]GQ3-J:JJK5;\RM=ER#';?D-/+HZNCF\7"DLF57&F@BYBYA]G5 MS./1Z>>.>`.$/D$>#;_+VZ__`-3WS^_@#Y!'@V_R]NO_`/4]\_OX`^01X-O\ MO;K_`/U/?/[^`2AZOUC@&EM=85J35>+6O!];ZYQNU8A@^'V27,E6C&L9L=++ MH;39K;+G39TV"CH*25#+E\11Q<\0\?IYY`?=@`#\M=0T5SHJRVW*CI;A;KA2 MU%#7T%=3RJNBKJ*KE1R*JCK*6?!,D5-+4R)D4$R7'#%!'!%SQSQSQR`AK[`^ M7J\'+LG=[AD>>]'=9XYDMRJ(JRIOFFKGFFB(YE=-CYF5-?/LNG\FPS%KA65L M44<4^954$_F=,CBF1>F;Z(^`.*)/E&/!SIJJ56T>'=@Z&IIZB"JI9U)OS(Y, MVCGRIG$V1,II_%!S42IE/,AXY@C]?UX>>..?3Z?T@)[NJ/63773?K_KSK9J6 MOSBY:[UC3Y!28Q5;'S"Z9[F'U7(\LOV8U--<\JO445QN-/07'(ITBB@C_HTE M#+DT\OCB7*AXX`Z'``'"':#PQ>@G=//K1M+M1U9U?N_85@P^WX!9\KS:@N-5 M=;?AMKO609%;\>IYE'#;_`"]NO_\`4]\_OX!ZII+P=O#%ZX;2Q'=FC>F&F]:; M6P*LK*_#LYQNV7:1>\?K+A:J^QUM1;YM1=ZB3!,J;3=*B1%ZT$7^[FQ?^/Z0 M$E0"+W:'@K^%9NK8N:[;VKT@TGG&R-C9)=ZJ96W:\W* M9)O,F5'65U7-BF3.88(>.8N?]G`#X/Y!'@V_R]NO_P#4]\_OX`^01X-O\O;K M_P#U/?/[^`>J:2\';PQ>N&TL1W9HWIAIO6FUL"K*ROP[.<;MEVD7O'ZRX6JO ML=;46^;47>HDP3*FTW2HD1>M!%_NYL7_`(_I`25`````````````(U=V^#MX M8O8_:67;LWETPTWLO:V>UE'7YCG.26R[3[WD%9;[506.BJ+A-I[O3R8YE-:; M73R(?5@A_P!W*A_\?T@/*_D$>#;_`"]NO_\`4]\_OX`^01X-O\O;K_\`U/?/ M[^`=]]:>J777ISKJ?J3K#J3$]+ZWJ7S\/PVGJJ6T32H?_H`C4^01X-O\O;K M_P#U/?/[^`/D$>#;_+VZ_P#]3WS^_@#Y!'@V_P`O;K__`%/?/[^`2#]IIK-(O-]G2Y]WN$$JJJ:N=Q45\Z5#%, MY]?T<\\?HXX`>[@`````"+'87@C^$_M?/LXVEL;HOH_+MA;*S#)L_P`[RN[6 MJ\3+KD^99C>JW(LGR&YS)5ZE2IEPO5[N,^IG10PPP\S)O//''''Z`'Q_R"/! MM_E[=?\`^I[Y_?P!\@CP;?Y>W7_^I[Y_?P#J?JQXFKHN9D/$/$//K<_P"T!VN` M``#G#M!U"ZT=T\!M&K>U&G,/W?KVP9A;\_L^*9M3555:K?F5KLN08[;\AIY= M'5TW7_^I[Y_?P!\@CP; M?Y>W7_\`J>^?W\`Z_P"J70/IMT;_`%]_Z2>O>O\`0_\`BA^JW^('ZBT==2?K M5^I7ZQ?JI]J?7:^M]I]A_K;KZOH^N3/3Z?3QZ`.OP'(':WH'TV[R?J%_ MU;=>]?[X_P`+_P!:?\/_`->J.NJ_U5_77]7?UK^R_J5?1>S^W/U2MOM_6];T M_4Y?H]'HY]('('R"/!M_E[=?_P"I[Y_?P!\@CP;?Y>W7_P#J>^?W\`^DPWP- M_"3U[E^*Y]A70_1>.9C@^26/+\2R&W6F\P7"Q9-C5SI;U8;S0QS+W,EP5EKN ME%*GRN8H8N.(X./3QS_L`2M`````/A-H:QP#=.NLUU)M3%K7G&M]C8W=<0SC M#[W+F3;1DN,WREF4-VLURER9LF;'1U])-BES.(8X>>8>?T<\`(O/D$>#;_+V MZ_\`]3WS^_@#Y!'@V_R]NO\`_4]\_OX`^01X-O\`+VZ__P!3WS^_@'L&A?"& M\-+J]MC%-Z=?NG&G]5;=P;[=_5+/<6MMUI[]8?UFQJ\8??OJ,ZINU3)@^U,9 MR"MHIOK01>F341\<>CGGCG@"1X````````!Y9NS2.I^Q^K MT=';\QP;))4Z?9,@HK?=:"]T5/<)5/.IYTW7_\`J>^?W\`?((\&W^7MU_\`ZGOG]_`'R"/!M_E[=?\`^I[Y_?P# MWCKEX4OAU]1=ETNX^M74G4^G=GT5GNV/TN:8A;KG37F19K[*ER+O;H)M5=*N M5Q3U\J5##,X]3T\\5[HVIK?4.+7"\4^/4&2[0SC&,`L%=?ZNBN M%RI;'1WG*[I:;=4WBIMUIJJB7303(IT`/"/F$]!??AZ@?$M MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0 M#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/0 M7WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H M'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8 M_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^ M83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%] M^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\ M2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/V MU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$ M]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??A MZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$M MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0 M#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/0 M7WX>H'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H M'Q+:8_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8 M_;4`^83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^ M83T%]^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%] M^'J!\2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\ M2VF/VU`/F$]!??AZ@?$MIC]M0#YA/07WX>H'Q+:8_;4`^83T%]^'J!\2VF/V MU`=9V^X6^[V^ANUIKJ.YVNYT=-<+;&-[OI?:<3*:7QQ_1BB`5T?R0W5CWX M.P'[O==?3@'Y(;JQ[\'8#]WNNOIP#\D-U8]^#L!^[W77TX!^2&ZL>_!V`_=[ MKKZ<`_)#=6/?@[`?N]UU].`?DANK'OP=@/W>ZZ^G`/R0W5CWX.P'[O==?3@' MY(;JQ[\'8#]WNNOIP#\D-U8]^#L!^[W77TX!^2&ZL>_!V`_=[KKZ<`_)#=6/ M?@[`?N]UU].`?DANK'OP=@/W>ZZ^G`/R0W5CWX.P'[O==?3@'Y(;JQ[\'8#] MWNNOIP#\D-U8]^#L!^[W77TX!^2&ZL>_!V`_=[KKZ<`_)#=6/?@[`?N]UU]. M`?DANK'OP=@/W>ZZ^G`/R0W5CWX.P'[O==?3@'Y(;JQ[\'8#]WNNOIP#\D-U M8]^#L!^[W77TX!^2&ZL>_!V`_=[KKZ<`_)#=6/?@[`?N]UU].`?DANK'OP=@ M/W>ZZ^G`/R0W5CWX.P'[O==?3@'Y(;JQ[\'8#]WNNOIP#\D-U8]^#L!^[W77 MTX!^2&ZL>_!V`_=[KKZ<`_)#=6/?@[`?N]UU].`?DANK'OP=@/W>ZZ^G`/R0 MW5CWX.P'[O==?3@'Y(;JQ[\'8#]WNNOIP#\D-U8]^#L!^[W77TX!^2&ZL>_! MV`_=[KKZ<`_)#=6/?@[`?N]UU].`?DANK'OP=@/W>ZZ^G`/R0W5CWX.P'[O= M=?3@'Y(;JQ[\'8#]WNNOIP#\D-U8]^#L!^[W77TX!^2&ZL>_!V`_=[KKZ<`_ M)#=6/?@[`?N]UU].`?DANK'OP=@/W>ZZ^G`/R0W5CWX.P'[O==?3@'Y(;JQ[ M\'8#]WNNOIP#\D-U8]^#L!^[W77TX!^2&ZL>_!V`_=[KKZ<`_)#=6/?@[`?N M]UU].`?DANK'OP=@/W>ZZ^G`/R0W5CWX.P'[O==?3@'Y(;JQ[\'8#]WNNOIP M#\D-U8]^#L!^[W77TX!^2&ZL>_!V`_=[KKZ<`_)#=6/?@[`?N]UU].`?DANK M'OP=@/W>ZZ^G`/R0W5CWX.P'[O==?3@'Y(;JQ[\'8#]WNNOIP#\D-U8]^#L! M^[W77TX!^2&ZL>_!V`_=[KKZ<`_)#=6/?@[`?N]UU].`?DANK'OP=@/W>ZZ^ MG`/R0W5CWX.P'[O==?3@'Y(;JQ[\'8#]WNNOIP#\D-U8]^#L!^[W77TX"Z+K M+"*766MM?:WH:ZHN=#K[!\3PBCN57+ER:JX4N*6&@L-/75,J3Z9,JHJY-!Q, MCA@_HPQ1<\ GRAPHIC 27 performancegraph1231.jpg GRAPHIC begin 644 performancegraph1231.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#``$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_ MVP!#`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_P``1"`%:`H$#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]HO\`@DG_ M`,$E/^"9GQ>_X)E?L)?$WXG?L*?LO>._B%XY_9>^$GB?QEXR\4?"'PKJWB/Q M/XBUCPS;7FJ:WK>JW-FUUJ.IW]S*\UU>7+R33.&M4GM;J"3["3'/;SI'/#*F)(I8TDC9)%5E_8"O./C#_`,DH^)G_`&3[ MQM_ZBVK4`?X)U%%%`'^UE_P1,_Y1(_\`!.C_`+-!^"/_`*A]E7ZC5^7/_!$S M_E$C_P`$Z/\`LT'X(_\`J'V5?J-0`445Y#\4_CU\(?@I)X7A^*'CS0_"%QXS MUF+0_#EMJ4TKW5_'M$-S9KJ^IV37EJ)@ M#UZBO`IOVJ?V:X/B+X"^$&&\1^/-%O\` M2I=>TW4/"6G)J32Z_#JNA6UWKNDC3#<3:MHEE?:OID5WIMG=745J#]I;X#W? MQWO/V9+7XH^$[KX]Z=X93QCJ/PLMKZ2?Q;I_AF2UM+V/6;ZQAMWBM+22TO[" MY0W-Q%*\-]9R+$5NK'_%3:,\(U'^P]3M M[\0174MY!9WBM"[+<:;?3Z=J,%AJMJ9]+OY].U"&RO+B6QNUA[J@`HHHH`** M**`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHH MH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@ M`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`" MO./C#_R2CXF?]D^\;?\`J+:M7H]>&(;?4O%.JV7BKPCIFK^'8/AWXD\/?%KPG>> M(;?7M#@\7^'[[6_!^K?LU44L$,_E^;&DGE2++'O4-LE3.R1,@[9$R=KKAER= MI&3D`_)KXAZCXS^+-M^Q+8^!/!7@KP5X_P#AM\6?V5/B5^T'^R#XI^&\GB9/ M".D>)_"^C_VK>:;\1;>U\,Q>%/$?[,FC:EJ'BCP?XST-+[0=;U_P#:?#[5M, M6?6[;2;3C_%W@;QGXO\`B+\;K+]B+XN_%J^TSXR_#G]JOP]\>_`_Q#U#X@ZE M\,_AQ\;-9\%:U8?"_P"(?PSUCXH6MKJ?PJ^("?%26WT34OAOX#UJ/X>:MX#O M+_Q4W@_29_#'A_7[S]F`J@Y&>P`R=HQP,+G:/P`I0H!)&7Q)\,--^&GQ0.KZ7:+=6WAJ'Q58L;A8O%%F]Y^G%(%` MZ#_]7H,]`.P'`["EH`\$\>_#KXE:KJFN^(?#W[0OQ`\$Z8]H9['PMHW@SX+: MKI6FO9Z8B.(+_P`5_#;7O$%PMW=0/>SB^U>Y*2W$L%LUO:I!%%\:?\$?_P!I M3XQ_MM?\$W/V5?VHOC1XCTX_%#XM>"-?U?QC)X4\-:+H6@3ZCH_Q%\:>%(+C M3]'-M>BP$^F>'["2YACN6A:]:YF@CMX94MH?TSUK_D$:I_V#K_\`]))J_%;_ M`(-PO^4*/[!/_9-_&W_JZ_BA0!^SW]E:G_T,FH?^`.B?_*RC^RM3_P"ADU#_ M`,`=$_\`E96]10!@_P!E:G_T,FH?^`.B?_*RC^RM3_Z&34/_``!T3_Y65O44 M`8/]E:G_`-#)J'_@#HG_`,K*/[*U/_H9-0_\`=$_^5E;U%`&#_96I_\`0R:A M_P"`.B?_`"LH_LK4_P#H9-0_\`=$_P#E96]10!@_V5J?_0R:A_X`Z)_\K*/[ M*U/_`*&34/\`P!T3_P"5E;U%`&#_`&5J?_0R:A_X`Z)_\K*/[*U/_H9-0_\` M`'1/_E96]10!@_V5J?\`T,FH?^`.B?\`RLH_LK4_^ADU#_P!T3_Y65O44`8/ M]E:G_P!#)J'_`(`Z)_\`*RC^RM3_`.ADU#_P!T3_`.5E;U%`&#_96I_]#)J' M_@#HG_RLH_LK4_\`H9-0_P#`'1/_`)65O44`8/\`96I_]#)J'_@#HG_RLH_L MK4_^ADU#_P``=$_^5E;U%`&#_96I_P#0R:A_X`Z)_P#*RC^RM3_Z&34/_`'1 M/_E96]10!@_V5J?_`$,FH?\`@#HG_P`K*/[*U/\`Z&34/_`'1/\`Y65O44`8 M/]E:G_T,FH?^`.B?_*RC^RM3_P"ADU#_`,`=$_\`E96]10!@_P!E:G_T,FH? M^`.B?_*RC^RM3_Z&34/_``!T3_Y65O44`8/]E:G_`-#)J'_@#HG_`,K*/[*U M/_H9-0_\`=$_^5E;U%`&#_96I_\`0R:A_P"`.B?_`"LH_LK4_P#H9-0_\`=$ M_P#E96]10!@_V5J?_0R:A_X`Z)_\K*/[*U/_`*&34/\`P!T3_P"5E;U%`&#_ M`&5J?_0R:A_X`Z)_\K*/[*U/_H9-0_\``'1/_E96]10!@_V5J?\`T,FH?^`. MB?\`RLH_LK4_^ADU#_P!T3_Y65O44`8/]E:G_P!#)J'_`(`Z)_\`*RC^RM3_ M`.ADU#_P!T3_`.5E;U%`&#_96I_]#)J'_@#HG_RLH_LK4_\`H9-0_P#`'1/_ M`)65O44`8/\`96I_]#)J'_@#HG_RLH_LK4_^ADU#_P``=$_^5E;U%`&#_96I M_P#0R:A_X`Z)_P#*RC^RM3_Z&34/_`'1/_E96]10!@_V5J?_`$,FH?\`@#HG M_P`K*/[*U/\`Z&34/_`'1/\`Y65O44`8/]E:G_T,FH?^`.B?_*RC^RM3_P"A MDU#_`,`=$_\`E96]10!@_P!E:G_T,FH?^`.B?_*RC^RM3_Z&34/_``!T3_Y6 M5O44`8/]E:G_`-#)J'_@#HG_`,K*/[*U/_H9-0_\`=$_^5E;U%`&#_96I_\` M0R:A_P"`.B?_`"LH_LK4_P#H9-0_\`=$_P#E96]10!@_V5J?_0R:A_X`Z)_\ MK*/[*U/_`*&34/\`P!T3_P"5E;U%`&#_`&5J?_0R:A_X`Z)_\K*/[*U/_H9- M0_\``'1/_E96]10!@_V5J?\`T,FH?^`.B?\`RLH_LK4_^ADU#_P!T3_Y65O4 M4`8/]E:G_P!#)J'_`(`Z)_\`*RC^RM3_`.ADU#_P!T3_`.5E;U%`&#_96I_] M#)J'_@#HG_RLJ6'3=0CFCDDUZ^GC1U9X'L](1)5!R8V>'3XY55AP6CD1QU#" MMFB@`HHHH`*\X^,/_)*/B9_V3[QM_P"HMJU>CUYQ\8?^24?$S_LGWC;_`-1; M5J`/\$ZBBB@#_:R_X(F?\HD?^"='_9H/P1_]0^RK]1J_+G_@B9_RB1_X)T?] MF@_!'_U#[*OU&H`***0LJ]2!]3Z=?P'<]!0`M%)N7(7<-Q&0,C)'J!U(]Z,C M.,C(ZC//Y4`+12`@]"#CK@YQ2T`9FM?\@C5/^P=?_P#I)-7XK?\`!N%_RA1_ M8)_[)OXV_P#5U_%"OVIUK_D$:I_V#K__`-))J_%;_@W"_P"4*/[!/_9-_&W_ M`*NOXH4`?MY1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1 M110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%% M%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444 M`%%%%`!1110`5YQ\8?\`DE'Q,_[)]XV_]1;5J]'KSCXP_P#)*/B9_P!D^\;? M^HMJU`'^"=1110!_M9?\$3/^42/_``3H_P"S0?@C_P"H?95^HU?ES_P1,_Y1 M(_\`!.C_`+-!^"/_`*A]E7ZC4`%?D3_P4K\>?&KX4>.OV;OB!%!\4]<_97@\ M:J;W0/B5'X%\*6ESXR^,W@&V\,6?B32M>\$ M^#CJ6N>';N.+Q:_P^^(M@MQ#X;_7:OGWXO?LT?#GXTZWX=\1>*+WQ[I&K>'K M[0KDW/@?XB>+_!:ZW8>'KK7;S3]$UVVT'5;6TN;..Y\2:S)#JEG!8>*]-6_N MX-%\1Z9;WE[#<`'P;\8?%>N^#_%/_!/_`.-?AO\`:A_:6\6>!?BG\0_@#\-K M[X@>#-`^&WBW]F+QUX2^)GA^'1]`O?B[X(T?3M)UK2+G]I'Q7K/ARV\%?%OP MG8:A:>`?'?B/PT)+OPIX&>;1-4X&^_:Z^,W@[X%?"/\`:N3_`(23Q/XC^+'Q M3_;!\/>)OA!?-%-X']&T&*YM%T#5/!5Y^S5X2T?Q M%KFG3MK'B@^)O&L^ORWLMQX>C\/?I[I'[.7PMT34-#EL-+U=?#OA2'P#'X-^ M'5QXG\0W?PL\#R_##2;?1?`UUX*^&USJ,GA#PK-X=L;*PDT]-&TNUM(=5L++ MQ`MJ/$-M%JJSZ1^SM\)-$\77'C*T\+++J$FK>,_$%AIE_J6J:GX7T#Q%\1_M M/_"Q/$/AKPE?WEQX=\/ZWXZ-]J3>*=2TS3K>XU1]9\1.[1MXG\2G5P#Y?^!7 MC_XAZ-\:O@)\-]=\:ZW\0]+^-?[%_B+X]>,M7UV6"Y_LOXG>"?&/P.T>YU3P M^L'-'3P+ISZ':V$LNMSZI^AU>.?#/X"_#'X2 M7+7G@O0KBUNXO#>D>"-)N=5UG6?$,_AOP%X>N+FZT#P#X6FUV^U"7P[X+T6X MNYI-.\.Z4]M8Q;;5)4FCT[3$LO8Z`/!OB%\3/'F@W?B'1M'_`&>_BAXTTNUT MZ?[/XK\/^)O@;8Z-J/G:2;B5K6R\6_%WPSXEB6TFD>RN#?Z#9LT]O-+:K0?\$5OV"8X=&O[Q!\-O&Q\Z"?2HXR?^%V?%$;0MUJ-O-D`` MDF(#Y@`20J_^!6@__+BMNB@#$_M34?\`H6]5_P#`K0?_`)<4?VIJ/_0MZK_X M%:#_`/+BMNB@#$_M34?^A;U7_P`"M!_^7%']J:C_`-"WJO\`X%:#_P#+BMNB M@#$_M34?^A;U7_P*T'_Y<4?VIJ/_`$+>J_\`@5H/_P`N*VZ*`,3^U-1_Z%O5 M?_`K0?\`Y<4?VIJ/_0MZK_X%:#_\N*VZ*`,3^U-1_P"A;U7_`,"M!_\`EQ1_ M:FH_]"WJO_@5H/\`\N*VZ*`,3^U-1_Z%O5?_``*T'_Y<4?VIJ/\`T+>J_P#@ M5H/_`,N*VZ*`,3^U-1_Z%O5?_`K0?_EQ1_:FH_\`0MZK_P"!6@__`"XK;HH` MQ/[4U'_H6]5_\"M!_P#EQ1_:FH_]"WJO_@5H/_RXK;HH`Q/[4U'_`*%O5?\` MP*T'_P"7%']J:C_T+>J_^!6@_P#RXK;HH`Q/[4U'_H6]5_\``K0?_EQ1_:FH M_P#0MZK_`.!6@_\`RXK;HH`Q/[4U'_H6]5_\"M!_^7%']J:C_P!"WJO_`(%: M#_\`+BMNB@#$_M34?^A;U7_P*T'_`.7%']J:C_T+>J_^!6@__+BMNB@#$_M3 M4?\`H6]5_P#`K0?_`)<4?VIJ/_0MZK_X%:#_`/+BMNB@#$_M34?^A;U7_P`" MM!_^7%']J:C_`-"WJO\`X%:#_P#+BMNB@#$_M34?^A;U7_P*T'_Y<4?VIJ/_ M`$+>J_\`@5H/_P`N*VZ*`,3^U-1_Z%O5?_`K0?\`Y<4?VIJ/_0MZK_X%:#_\ MN*VZ*`,3^U-1_P"A;U7_`,"M!_\`EQ1_:FH_]"WJO_@5H/\`\N*VZ*`,3^U- M1_Z%O5?_``*T'_Y<4?VIJ/\`T+>J_P#@5H/_`,N*VZ*`,3^U-1_Z%O5?_`K0 M?_EQ1_:FH_\`0MZK_P"!6@__`"XK;HH`Q/[4U'_H6]5_\"M!_P#EQ1_:FH_] M"WJO_@5H/_RXK;HH`Q/[4U'_`*%O5?\`P*T'_P"7%']J:C_T+>J_^!6@_P#R MXK;HH`Q/[4U'_H6]5_\``K0?_EQ1_:FH_P#0MZK_`.!6@_\`RXK;HH`Q/[4U M'_H6]5_\"M!_^7%']J:C_P!"WJO_`(%:#_\`+BMNB@#$_M34?^A;U7_P*T'_ M`.7%']J:C_T+>J_^!6@__+BMNB@#$_M34?\`H6]5_P#`K0?_`)<4?VIJ/_0M MZK_X%:#_`/+BMG@0 M>$O$FB>#O%,VM_$3P;I47AOQ;XE"'P[X7U^2_P!;MTT;Q%KXDC.BZ'J;6NJ: MJ)$-A:7&Y*O%_Q(N_$VEW M7A71]$C1&AN7U'3+B^2]N-1EEMK+1-,TU;S5=?U.\L=)T.RU#4[ZSM)P#U'^ MU-1_Z%O5?_`K0?\`Y<4@U:_)('AW5"1P0+O0"0?0@:SQ^-?`_P"R5\;_`(N_ MMY?"SXV>-/B?\"_%W[.?[.'Q1DE\,?LRMJGC#QE\._VFO'_P?UCPS<:=K7Q? M\8Z1X=ET;7?@/<>+;R\35OA%#HOB:T^(NFZ`8?$&J)H.H?V-?7^[\%OV+OB- M\`_'6G:UX0_;J_:^\>_#.VT_Q#;7GP0_:)\3_#OX_>&+B^U'29[/0-2@^*'C M#X>6_P"T=;'PWJ;V^KK97/QFU.VU:`,N^=JC.LCYFP=J]6Q\H-?#_@K1/^"H'A_Q MUX+M?'_Q)_86^*GPPCUW2K?QWJ?AKX.?M`?`_P"(S^%O-NH]9U#PW8W7QH^. M?@ZX\2K`ME=V&GZC)INC3SR7=E->64,<%[+SG@+]@SQ#XI^-^E_M+?MG?'/Q M'^TK\3/`7C;4O%7P"^&VD6-[\+?V7/V<4275;/PWJO@'X*Z7KFJ3>-_BS9:! MJES9:M\9OC7XH^(OBF.YNKQ?`5G\/M(==,(!]Q>&_B-H/C%=:?PE+9>*(_#? MB36/!WB&3P[XF\':Y'H7B[P]<"TU_P`+:R^E^(KI=+\2:'=$6VL:%?FWU73) MR(KVT@D(6NIAU&^DECCDT'4H$=PK3R7.C-'$I/,CK#JLLS*O4B..1S_"A/%? M"7Q%_P"">'PSU+XZVO[47P`\9>-OV2OVA-1\3^'-7^*_C3X'G0[/PI^T?X>T MO5(I-:\*?M(?"/Q!INJ?#;XKW&LZ%)J6CZ7\2]0T+3_C)X*GN;+4?"WQ"LXM M.&F7/Z!@$#DYY/Y9.!^`XSU.,GF@!:***`"O./C#_P`DH^)G_9/O&W_J+:M7 MH]>-O_46U:@#_!.HHHH`_P!K+_@B9_RB1_X)T?\`9H/P M1_\`4/LJ_4:ORY_X(F?\HD?^"='_`&:#\$?_`%#[*OU&H`****`"BBB@`HHH MH`S-:_Y!&J?]@Z__`/22:OQ6_P"#<+_E"C^P3_V3?QM_ZNOXH5^U.M?\@C5/ M^P=?_P#I)-7XK?\`!N%_RA1_8)_[)OXV_P#5U_%"@#]O****`"BBB@`HHHH` M****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`H MHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BB MB@`KG/&&IZ[HOA/Q/K'A?PU+XS\2Z3X>UO4_#_@^#5].\/S^*]?AK86-GI&I6WB'X@_%> M/2_'GC&]T74M2\/CPQ\/?"`[?]H3Q M;^VM^T-\"O\`@HS\5]0U?XG_`!K\6?#WQ]*M\_A[]GZX_9=^) M]YXF^"WBWX+_``&\/3VGPY\':UX^&O!]_9:G=C5-,3^V)_L&OF/]K;]D M#X$?MM?!_5?@M\?O"7_"0^';F[MM=\,>(-+NY-#\??##QWI2RMX8^)_PJ\:6 M:'5_`GQ&\(WDOV_P]XFTB19(I!)8ZE;:GHMYJ&EW@![OXP\9>%/A]X3\1^._ M''B/1?"7@OP?H6J^*/%7BKQ#J-KI.@>'?#FAV,VI:QKFLZK>RPV6GZ5IFGV\ M]Y>WMS-'!;V\3R2.`*^:OB/\(/V9/^"AWP1^&>K>)=3U?XK_``&\8V?A[XL> M#I?A]\7/BGX`\&?$KP]XB\.RS^'Y_$W_``K#QCX*D^(/@;4]*UB+4_\`A#?& M)U3PQ>7B6-YJ.AR7MC#Y7AW[3W_!.BT_:U'[,OPP^,7QU^(OBW]DKX)6%K?_ M`!?_`&=]=BMM1N?VO_'7@Z'PO'\*]8_:*^)L-WI^L>*O!?AJ^TC6/%?C7X:0 M:):^'OBGXUU#2=8\32)I^AC1KS](+"PLM+L;/3=-M+:PT_3[6WLK&QL[>&UL M[.SM(DM[6UM+6W2*WMK:V@CCAM[>"..""%$BAC2-%4`'S5X&_8E_8\^&?PRU M7X,>`/V6_P!GOPE\)]?N['4?$7PZT3X.?#ZT\'>)M5TW_CRUCQ1H!\/R:?XF MUJW;+QZSX@AU+5!(3)]L\PECG>%_V#?V(_`[^+F\%?L@_LQ^$(_B!IV@:3X[ ML_"_P)^&.@:9XTL/"OBB/QKX:@\6:1I7ABUTKQ"=`\7PP>)]&FU6RNI]-UZW MMM5LY8;RV@EC^L:*`$`"C`'J?J2O./C#_R2CXF?]D^\;?^HMJU`'^"=1110!_M M9?\`!$S_`)1(_P#!.C_LT'X(_P#J'V5?J-7Y<_\`!$S_`)1(_P#!.C_LT'X( M_P#J'V5?J-0`5\0_M%_MB1?!GXU?!+]GSPQX3T_Q5\4OC.;K6-"TGQ+XK@\" M:;JWA?1M9L=!\10^#M2N=,UB;Q9XTTF[U;2]1O\`P_8:=]CT'PY,WB'Q/JFD M:?/I[7?V]7YR?M__`+,?B_\`:GTKX=>"3\+?A_\`$;P7X?\`B+X%\=:=K%[\ M2_%/PC^)WPO\:>'9/%J-X]\%^/O"NA7OBCPM)86NHZ!-:>)/AQKVA?$/2;NP MO+2TLO$.E:S`=C\0/VO/B+\.M3^&6N:[^RE\4[;X.>+M;^"O@[QW\0;C MQ7\.8O$WPR\9_'77?"WA'PW87/PJM];O_$?C+0?"7C3QKX<\*_$?Q!X5U*>? M1K^ZOKWPOH?C71M$U?4K3-\,_MSZ+XK_`&@?CS\-]+T[X7R_"+]FGPYXFU'X MS_$X?';0I/B5X#USPA:R3ZU:>(?V;X?",GCC2?"7FV.N6^D_$#4/$%OHWB`: M!J5QHEI?P_9&N>7DT']NS1=<^#'P^OOA1\!_CYX'^%^A_![3M5^/GQ(_:-\3 M_#[QOXO^(6C>&M&T?XC?&W6O@9H'[-WCC1;K6-/U)]?U_P`#^$8/BQI=K>:S M(NI7>J>'+Z32KKP]L_%?]E#7?VI_'4>O?&SP?X&^&]CX5^'G[2/P8TC7OAYX MWU3QOXW\>?#G]H#P=/\`#W4]'UZ_U3X>^!+?PUX/72'LO'%YX&DD\7PW'Q(T M;PM?0W]I;>$EO_$0![C\)?VD;3XC>*/"O@_7?!NL>`M?^(OP?A^/7P[T[5+V M#4KC6_AI_:^A:+J9U@6EK!#X=\:>%[KQ?X(;Q7X6$^KV>G1^,=%&G>(]9FBU MB+2_IJOBGX,_`'XB:9\3?A?\4/BM<^$(]:^"?[-6H?LW>%X?"-U?ZI!XH;Q5 MXB^&NO\`Q`^(-X^J:3I4WAJWUU_@[X#BT+PA$VM7&CB77X]1U_40-/FE^UJ` M.6T(/%' MB[X,_"CQ3XEU#3YS?^(?$?PY\&ZYKEZUII9L[5KO5]3T6ZU"Y-M:6\%M;F>Y MD\FW@A@CVQ1H@_)__@W*T?2;O_@BK^P3-=Z7IUU,?AMXV!EN+&VFD(_X79\4 M3@O)$S$9).,XR2>YH`_L?_?:_XT>=%_SUC_[[7_&LO_A'M`_Z`>C_ M`/@LLO\`XQ1_PCV@?]`/1_\`P667_P`8H`U/.B_YZQ_]]K_C1YT7_/6/_OM? M\:R_^$>T#_H!Z/\`^"RR_P#C%'_"/:!_T`]'_P#!99?_`!B@#4\Z+_GK'_WV MO^-'G1?\]8_^^U_QK+_X1[0/^@'H_P#X+++_`.,4?\(]H'_0#T?_`,%EE_\` M&*`-3SHO^>L?_?:_XT>=%_SUC_[[7_&LO_A'M`_Z`>C_`/@LLO\`XQ1_PCV@ M?]`/1_\`P667_P`8H`U/.B_YZQ_]]K_C1YT7_/6/_OM?\:R_^$>T#_H!Z/\` M^"RR_P#C%'_"/:!_T`]'_P#!99?_`!B@#4\Z+_GK'_WVO^-'G1?\]8_^^U_Q MK+_X1[0/^@'H_P#X+++_`.,4?\(]H'_0#T?_`,%EE_\`&*`-3SHO^>L?_?:_ MXT>=%_SUC_[[7_&LO_A'M`_Z`>C_`/@LLO\`XQ1_PCV@?]`/1_\`P667_P`8 MH`U/.B_YZQ_]]K_C1YT7_/6/_OM?\:R_^$>T#_H!Z/\`^"RR_P#C%'_"/:!_ MT`]'_P#!99?_`!B@#4\Z+_GK'_WVO^-'G1?\]8_^^U_QK+_X1[0/^@'H_P#X M+++_`.,4?\(]H'_0#T?_`,%EE_\`&*`-3SHO^>L?_?:_XT>=%_SUC_[[7_&L MO_A'M`_Z`>C_`/@LLO\`XQ1_PCV@?]`/1_\`P667_P`8H`U/.B_YZQ_]]K_C M1YT7_/6/_OM?\:R_^$>T#_H!Z/\`^"RR_P#C%'_"/:!_T`]'_P#!99?_`!B@ M#4\Z+_GK'_WVO^-'G1?\]8_^^U_QK+_X1[0/^@'H_P#X+++_`.,4?\(]H'_0 M#T?_`,%EE_\`&*`-3SHO^>L?_?:_XT>=%_SUC_[[7_&LO_A'M`_Z`>C_`/@L MLO\`XQ1_PCV@?]`/1_\`P667_P`8H`U/.B_YZQ_]]K_C1YT7_/6/_OM?\:R_ M^$>T#_H!Z/\`^"RR_P#C%'_"/:!_T`]'_P#!99?_`!B@#4\Z+_GK'_WVO^-' MG1?\]8_^^U_QK+_X1[0/^@'H_P#X+++_`.,4?\(]H'_0#T?_`,%EE_\`&*`- M3SHO^>L?_?:_XT>=%_SUC_[[7_&LO_A'M`_Z`>C_`/@LLO\`XQ1_PCV@?]`/ M1_\`P667_P`8H`U/.B_YZQ_]]K_C1YT7_/6/_OM?\:R_^$>T#_H!Z/\`^"RR M_P#C%'_"/:!_T`]'_P#!99?_`!B@#4\Z+_GK'_WVO^-'G1?\]8_^^U_QK+_X M1[0/^@'H_P#X+++_`.,4?\(]H'_0#T?_`,%EE_\`&*`-3SHO^>L?_?:_XT>= M%_SUC_[[7_&LO_A'M`_Z`>C_`/@LLO\`XQ1_PCV@?]`/1_\`P667_P`8H`U/ M.B_YZQ_]]K_C1YT7_/6/_OM?\:R_^$>T#_H!Z/\`^"RR_P#C%'_"/:!_T`]' M_P#!99?_`!B@#4\Z+_GK'_WVO^-'G1?\]8_^^U_QK+_X1[0/^@'H_P#X+++_ M`.,4?\(]H'_0#T?_`,%EE_\`&*`-3SHO^>L?_?:_XT>=%_SUC_[[7_&LO_A' MM`_Z`>C_`/@LLO\`XQ1_PCV@?]`/1_\`P667_P`8H`U/.B_YZQ_]]K_C1YT7 M_/6/_OM?\:R_^$>T#_H!Z/\`^"RR_P#C%'_"/:!_T`]'_P#!99?_`!B@#4\Z M+_GK'_WVO^-'G1?\]8_^^U_QK+_X1[0/^@'H_P#X+++_`.,4?\(]H'_0#T?_ M`,%EE_\`&*`-3SHO^>L?_?:_XT>=%_SUC_[[7_&LO_A'M`_Z`>C_`/@LLO\` MXQ1_PCV@?]`/1_\`P667_P`8H`U/.B_YZQ_]]K_C7`_%3Q5XL\'?#3Q]XK^' MG@&]^+?CWPYX/\1ZUX,^%^D^(?#?A;4?B#XITW2;JZT#P;:>)?%NHZ7X:\/R M^(M5BM=+.M:W?V^G:7'W#.L/E2=2?#_A\`DZ'H_'_`%#++)]`!Y'))X`Z MD\"OAG]F+]I%OVH_CC^U1IW@GX:>#E_9B_9^\::9\"?"'QB9#)JOQ?\`C[X1 M&HR_M"V_A6P-K'ILWPR^$^J7GAWX9Q^)HS)+KOQ.T?XBZ=:22Z9X=AGE`/)_ M!G[/W_!3KQAX8\+Z]\7O^"A7@WX8>,]7T*RUGQC\/_@1^R5\(]1\)^$O%.KP M6U]JO@W0O&GQ;\1?$/7/%?A;PE++\NM8\>>/!X9T#P?'KVL7N MI7M]-&EIX;\,Z+I&E:-8/9Z#HEC9^1I&EV0N+MKCT;_A'M`_Z`>C_P#@LLO_ M`(Q1_P`(]H'_`$`]'_\`!99?_&*`-3SHO^>L?_?:_P"-'G1?\]8_^^U_QK+_ M`.$>T#_H!Z/_`."RR_\`C%'_``CV@?\`0#T?_P`%EE_\8H`U/.B_YZQ_]]K_ M`(T>=%_SUC_[[7_&LO\`X1[0/^@'H_\`X+++_P",4?\`"/:!_P!`/1__``66 M7_QB@#4\Z+_GK'_WVO\`C1YT7_/6/_OM?\:R_P#A'M`_Z`>C_P#@LLO_`(Q1 M_P`(]H'_`$`]'_\`!99?_&*`-3SHO^>L?_?:_P"-'G1?\]8_^^U_QK+_`.$> MT#_H!Z/_`."RR_\`C%'_``CV@?\`0#T?_P`%EE_\8H`U/.B_YZQ_]]K_`(T> M=%_SUC_[[7_&LO\`X1[0/^@'H_\`X+++_P",4?\`"/:!_P!`/1__``667_QB M@#4\Z+_GK'_WVO\`C2B6,D`2(2>``ZDD^@`/-97_``CV@?\`0#T?_P`%EE_\ M8J2+0]$@DCF@T?2X9HF#Q2Q:?:1R1NIRKQR)"&1E/(92"#T-`&I1110`5YQ\ M8?\`DE'Q,_[)]XV_]1;5J]'KSCXP_P#)*/B9_P!D^\;?^HMJU`'^"=1110!_ MM9?\$3/^42/_``3H_P"S0?@C_P"H?95^HU?ES_P1,_Y1(_\`!.C_`+-!^"/_ M`*A]E7ZC4`%%%%`!1110`4444`9FM?\`((U3_L'7_P#Z235^*W_!N%_RA1_8 M)_[)OXV_]77\4*_:G6O^01JG_8.O_P#TDFK\5O\`@W"_Y0H_L$_]DW\;?^KK M^*%`'[>4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444` M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4 M444`%%%%`!1110`5XO\`M#_'GP%^S%\%OB#\>/B=_P`),W@CX;Z(NM:U;^#/ M"7B#QWXLU`W%_9:1IFD^'?"/A>RU#6];UC6-9U+3M+L+:VMUMTN+Q+G4KO3] M,@O+^V]ANKF"SMY[NZFBM[:VADGN+B>1(8((84:26:::0K'##%&K22RR,L<4 M:M)(RHK,/E+]CW]J[1/VR_A_XO\`C#X$\&^(-$^#J_%+QGX*^"_Q!UJ\L6L? MC]X`\&36>C-\./'?[/'P]_9'_97BL-9E/@#XN^*F^)/[9/Q"DO] M%9O"FI:KH_PLUY_@I^SQI]CJ%Y;7VK>'K_QM\;_&NH0V%QHFIV/@349I)K/[ M#^$/P?\`AE\!/AQX6^$?P<\$Z!\.OAMX*LKC3_"_@[PQ9"PT31K:\U&]U>]6 MUM]\CF6^U;4M0U2_NIY9KJ^U&^N[Z\GFNKB65_20`!@``#H!P!^%%`!1110` M4444`%%%%`!1110`4444`%%%%`!1110`4444`%>-O_46 MU:O1Z\X^,/\`R2CXF?\`9/O&W_J+:M0!_@G4444`?[67_!$S_E$C_P`$Z/\` MLT'X(_\`J'V5?J-7Y<_\$3/^42/_``3H_P"S0?@C_P"H?95^HU`!7FGQ'^,O MPJ^$">'9/BC\0/"G@*+Q;K47A[PY+XIUFSTB/5M6E1I3;6SWWD MICL-/B:.2_NK9)H3)Z77XO?\%-].E\.?%?\`9\^-'PF^+'AWX;_M%?#[6_#N MF6W@_P"+]IJUQ\`_CI\+=9\2:OK]YX&\6R:;IT_B?3O$>A^+_"%AJ'A_Q)\) M;ZY\9^&[G7;-_%7@7XE>$M4M/"TX!^I-W\>O@?I_C;P?\-+_`.,?PKL?B/\` M$+2HM=\`^`+SXA^#[;QMXWT2:WN+N+6/"/A2;64UWQ+I;VMKVCV M]M<3),T4$SIU]CXY\&:GXEU3P;IOBOPY?^+=$A%QK/ABRUO3;K7]*@9;5Q-J M.D0W+ZA9Q[+ZQ8O/;H$6^LF/OCO_P3\\56G[/?P,^*.J_!/]F[ MXPW7B#]B_P"-GB?X#^)6TQ?CC\./&7@N3X=^/?@I\']%T[2])BUUO'^FZMHO MACX="'1X;2]T3P.=6T[3K*P/B33;5_/[CP9\:/$/P6^#/PA\`WEQ;_M?^!OC ME^WUXD^*&I0:;<6>LZ(WC;X5_MHZ1IGC'7[^2ZM'TWPW\3?B)\3?@+JG@/5I M]1?3]=6Y\,ZKHCSP>%)I='`/W*\->.?!?C-M43PCXL\-^)WT2\.GZROA_6], MUEM*OE>:,V>HC3KFY^QW'F6UQ&(I_+9GM[A%!:"8)U5?EW^S1#!X@^.7[-FN M?#:QN;#P!\.?^"?4_P`,OBI:)836$>@>/;WQM\$I_A7\.O$UO)-#+IWCGX?: M=X.^-IU;PKJ-L^M>$8O$,W]IP:)-3\*_'.T\)>'+C3IOL M/AJ7X3^&O$TU1;.(?#7QL#$=.@N26_X7=\4SO\`,DF1N595V@8^7=U8T`?N ME17/?V?KO_0>3_P3VG_R11_9^N_]!Y/_``3VG_R10!T-%<]_9^N_]!Y/_!/: M?_)%']GZ[_T'D_\`!/:?_)%`'0T5SW]GZ[_T'D_\$]I_\D4?V?KO_0>3_P`$ M]I_\D4`=#17/?V?KO_0>3_P3VG_R11_9^N_]!Y/_``3VG_R10!T-%<]_9^N_ M]!Y/_!/:?_)%']GZ[_T'D_\`!/:?_)%`'0T5SW]GZ[_T'D_\$]I_\D4?V?KO M_0>3_P`$]I_\D4`=#17/?V?KO_0>3_P3VG_R11_9^N_]!Y/_``3VG_R10!T- M%<]_9^N_]!Y/_!/:?_)%']GZ[_T'D_\`!/:?_)%`'0T5SW]GZ[_T'D_\$]I_ M\D4?V?KO_0>3_P`$]I_\D4`=#17/?V?KO_0>3_P3VG_R11_9^N_]!Y/_``3V MG_R10!T-%<]_9^N_]!Y/_!/:?_)%']GZ[_T'D_\`!/:?_)%`'0T5SW]GZ[_T M'D_\$]I_\D4?V?KO_0>3_P`$]I_\D4`=#17/?V?KO_0>3_P3VG_R11_9^N_] M!Y/_``3VG_R10!T-%<]_9^N_]!Y/_!/:?_)%']GZ[_T'D_\`!/:?_)%`'0T5 MSW]GZ[_T'D_\$]I_\D4?V?KO_0>3_P`$]I_\D4`=#17/?V?KO_0>3_P3VG_R M11_9^N_]!Y/_``3VG_R10!T-%<]_9^N_]!Y/_!/:?_)%']GZ[_T'D_\`!/:? M_)%`'0T5SW]GZ[_T'D_\$]I_\D4?V?KO_0>3_P`$]I_\D4`=#17/?V?KO_0> M3_P3VG_R11_9^N_]!Y/_``3VG_R10!T-%<]_9^N_]!Y/_!/:?_)%']GZ[_T' MD_\`!/:?_)%`'0T5SW]GZ[_T'D_\$]I_\D5SVOZ[9^%#HH\3_$+P[X=/B37] M-\*>'AKO]A:/_;OBC6?._LCPYH_]HZC;?VIKVJ_9KC^S=&L?M&I7_P!GG^R6 MLWDR;0#T$D*,D@`=22`/S-(74#.20 M/M1&B_M^>-OV>O@3:O\>_BY;?&"WM M+._NUEDT.#P+\+/!&MZ#;2^5+XEU:YCCO:?X^_X)Z_"3XN:?X"TGXQ^/OVB? MBSI'P_\`A]H/P[M?#_BW]HOXVZ/X4\96F@/^&OBA\1] M9:Z=/$?B_P`8Z7J4NK00VMN]C##"4D`/O)9$;!5@02P!'(RI*L,C@,"""I(8 M$$$9!P^OR4_:4_8+^*_@WP9\'?'O_!-CX@Z+^SG\9/V3]$\9Z?\`"+X&SVVJ MVG[(GQF\$^,+E-?\8_!3XS?#+3=;CM+2#QCX@LX-5T3XO:'Y'CSP1XHN9]=> M]U:*=ELNW^-G[?B?LO\`[/'P1^(_[1'PY\?^&OVD_CSINBZ'\/OV'OAE9>'? MC3\<_&WQONM`M]8\1?!KP!J/@BYN_"OB0^%)9)WU_P"(\]W8>!O#^@1)KNMZ ME`)(+.[`/TS)"C)SZ<*S'\E!/XXP.])O3GY@=IP0.2">@VC)W'H%QDG@#-?G MEX=^!GQ/_;2_9;\*^'O^"C?PJ\"_#_Q_K'B6;Q[>_"WX'_%CXDD?"N[T[6=4 MN?AD+#XT>`]?^'7BIOBGX1\-7]K;>+?$7@K5XO",OC!=4N?"K7.AFQ8'Q'\<]&\3?$;X=>'-"UW^T_%G@ MWX>?&_6O`UU\9H/#/Q5T?/@WQZGC+QUXSUU/"LMS9^#]>\*WMW=7\P!ZA;?% MO]D3_@HUX3_:W_9:\)?$&Z^*WA+P4]U^S]^T=-\-=9\=^%]#M=0\;>'[E_$G MP\T+XS>$SHVE:WK=KHQO-#\?V'P[\8:EJ/A&>ZG\->+?[*O+[[%/]C^%?"WA MSP-X8\.>"O!VAZ7X8\(^$-"T?POX6\-Z'90:;HOA_P`.>'].MM(T/0]'TZU2 M.VL-+TG2[.UT_3[*WC2"UM+>&")%1%`\I^"G[/\`\/?V;_A?X0^"OP&\,>$O MA1\)_`.F)H_A#P)X,\*V6F:'HMB)'GF94-W-=ZAJ6HWDL^I:WKNK75_KGB#6 M+N]UG6]1U#5+VZNY?5/[/UW_`*#R?^">T_\`DB@#H:*Y[^S]=_Z#R?\`@GM/ M_DBC^S]=_P"@\G_@GM/_`)(H`Z&BN>_L_7?^@\G_`()[3_Y(H_L_7?\`H/)_ MX)[3_P"2*`.AHKGO[/UW_H/)_P"">T_^2*/[/UW_`*#R?^">T_\`DB@#H:^+ M_P!JW_@H7^QU^Q-?>"-$_:3^-NB^!O%WQ+O%L?AY\.-&\/\`C3XF_%KQNYG> MT>Z\*?"+X4^&O&WQ,U[2K>[1K2]UO3O"L^C6-UBVNK^*<^56G^V/^U'X#_8> M_9N^*?[3OQI\7_9O!'PN\//JKZ39:79+KWC/Q%>3Q:9X1^'WA.!IG:\\6^// M$MWIOA?P[;*A3^T-2CN;EHK*UNIXOA3_`()8_L7_`!6\-6'C+]OW]LBWT^;_ M`(*%?MF?8?&WQ(&HZ'9ZA+^S7\)[BRMS\,?V2_AK<7S?;/#/ACX>^&UTYO'U MK9R"7Q'X^-[+J]YJSZ/!J5Z`?1'P2_X*Z?\`!.?]H'XAR?"'P%^U%X,TCXNK M?PZ7;?"7XQZ'X[_9S^*FKZC<2/%!9^'?AU^T)X4^&/B_Q-/*\#M%^$7[9/A MOX)?$7PW\2=5N/`O@?0/BWH7A.UUW5?%NI:1J>J)IOPKUG4=1T[Q;I?Q!ATC M2-6US2I_A]J=GXKLK?2+W5K1A;:?=2)^=/@?X3_\%+_``I\>_A?IP6W M@T/Q*=&T7XEV%@TNDW+'3],TD7`!^R7QE^/'P2_9U\&7/Q&^/OQ=^&?P4\`6 MEU!87'C7XK^.?#7P_P#"T>HW:2O9Z:-=\5:EI>G2:G>B&466FPSR7UXR%;:W ME;BO&O@C_P`%`/V&_P!I36$\.?L__M?_`+,_QF\3N7QX5^&OQO\`AQXM\5[4 M)'FGPOI/B&?Q!Y+%6\N<::8I=CF)W"L1^/OPI_80^.GQF^+E[^UM^VQ'\(OV MX/VT8_`OB/5OV?\`P;J:CJ%S;V5G#/N/VCOV M.?V6_P!N+QA:Z)X)T+7?B'\.?VY?$'PP\!:E??#'Q;K'CKP1\2]._9?^,_[/ MS_"3P'\6;3Q%J=C/<>-_`ME8^()&T/1\ZJD&@:!#:`'[$^"/VL_V=?B3-X`A M\!?%CPOXM/Q1\8_%CX?^!)=";4K^U\0^,O@;-K=O\5_#]O>Q:<;.UO\`P3<> M'-;@U9=2GLH6FTZ>*QFO)#&LG'+[QC\"_BW\,_C+X2TO7]1\ M*:EXG^%?CKPS\0/#VG^)](BM)]5\.WNL^%=3U73[77--AO[*:^TJ:X2^M(KR MUDG@1+B(O^1\_AO_`(+D?M2W!T#6_$G[*O\`P2Z^$=TD+:QJWPHOY_VT?VK= M19[MI-8T_0/$/BGPC\-_V??`<>J6AGC@\2/X1\;:[I-U=QW]I:RW=LS-^A7[ M)/[*+_LE?#R\^']E\?OVA?C[)K7C'4O'7B+QU^TMX[M_B=X]U+7=9L-)L=3M M=.U6VTKPYI/A?PNPT>&[T_PGX MV;E%`#0JCH,=\#(&?7`P*7:,YQU^IZ^W3U^F3CJ.H/!_BOXC>&+_P"*7QU\2>'Y].U"VTV/ MX.?"'Q-\.M7U)((9_BEIMD9[R(`_2>BOSR\2?M[Z?\$OVE+CX#?M9_#F]_9\ M\&_$/Q=IWAW]EC]I6_\`$,'B/]G[XY7VJ:9I+6OPY\3>.$TW2(O@9\?;C7I] M8TW0/AA\2(+/1_B)9:?:7'PP\=>,=;N;[PWIOZ&;E]1^8[<$?4'@CL:`%HHH MH`****`"BBB@`HHHH`*\H^(_QT^#OPAUWX8>&/B=\2_!7@3Q%\:?'%M\-?A/ MH?BGQ!I^CZK\0_'EY8W6HVWA3PE8W_9>\4?$:P'Q_^.HUFZ^'OPJT#3-<\7>,)]`T'2]2U M74_&GB?2_"VF:Q+X#\`0KI=SIT7CSQO_`&!X3N]:\O1[359[XR11?+GP?_X) MSVVF_ML?%?\`;V_:7^*-S^TG\;;O5==\*?LJVFL>&(O#7@+]C_X`7^W[/X#^ M%WA!M5URU;XD>(!+=+\2_C+--;^(?%\#)96%EX>L+O6+34@#WCX>_ML_"7QW M^UM\`OCM\&?#/@_P"(EAH7C[3--T:R^,OPC\7Z=9LOQ<^"E]:Z MQJ)\:^!/#7BJ>Z^'WC*[,.G:KX6\8V!LM7TJVL]1TF]O?L*ODK]H+]C#X.?M M%_$_]FWXV^*1XG\*?&']E7XF0?$;X4_$WX=ZS#X7\90:?>0/8>.?A7K^L?V= M?RZU\(/BKI#)H_Q)\#3+%;:_906TMO=Z;J%O%?+VOQF_:M_9F_9U\.ZIXL^. M_P`?_@W\(/#NC:BVC:AJGQ%^)/A#PG!#KHT^TU9/#T<6KZO;7=UXBGTW4-/O M+3P]9VUQK5W;7]C+:V$R7EL90#Z`HKXGOO\`@HE^Q[H]Y^SQ%XF^,>G^"=*_ M:M\/OK_P!\7_`!#\->-/ASX!^(DIGL(+'PG8>/?'?AOP[X3T?XCZX-2M;GPU M\,?$VJZ'X_\`$]GY]UX?\.ZC%;3E/M8NH`).`>`"#N)&>`N-Q/!X`S[4`.KS MCXK?_`KP)K?Q0^-'Q'\#_"GX<^&_L8U[QS\0O$^C^$?"FD/J-[!IFG0W M^NZY=V>G6UQJ6IW5KING6\DXGO\`4;JVL;2.:ZN(HG^8OVM_VA/COX;^%#Q? ML)_"/PI^U!\=O$?Q33X&V"WOC_0-+^#_`,"O%*M. M\$_#%+6&?Q5X-\(:3J/Q`UG5;[0_"UM9:++KL>KVG??LD_!#XK?!CX(Z9X+_ M`&A?C_XH_:F^+6K:_P"(/&_Q"^)GB_1M'T/2)_$WBO5/[:O/#GP\\%Z=;&U\ M%?"_PI$YKO5KO0])AC274F9H[:S`.2^&W_!17]A_XO+X\N/AW^T[\ M)/$ND?##PS8^,/B%XIM_$J6/@GP?X>U'4(=*M=0U[QWJ]OIO@O3]U_ZM6N[6".X@>3[11UD4,C!@0"""#P0"#QD$$$$$9#*0RD@@GG/%_@S MPC\0?"WB'P/X\\,>'_&O@OQ;H]_X>\4^$?%VC:=XE\+^)-!U2W>UU/1=?\/Z MU;7VDZQI.HVLDEM?:=J%G<6EW;N\,\,D;%:^)_V=_P!C_P`6_L7VOQ8\._`/ MXJ>)?&OP`N/!RW7[/?[)_P`6=3:]\._`KQ]I\>M3/X3^'?QUN+?Q%\1?#_P% M\2!O#NF:9\-O$^C?$&'X2O:ZE=^`+Z+PU<6?@:P`/OMG50Q.3M4L0JL[8`)X M5`S$G!VJ`68\*">*_.3X=?MR?%KX\?%#PQX?^!7[#7[1DOP1?Q/'IOCS]I+] MHRRL?V4O".G^'`+@7.M_#'X3?$ZUN/VBOBAJ"20HMG;:E\)_ASX4U&&474'C M<1>5Y^W^RO\`LX?M-:+X]O\`]I#]LG]I'5?B3\:_$GA"X\)Z?\#/@[=:UX&_ M8U^!7A_5;W1]7U#1?A]X#O'_`.$I^+'C=M0TF&'4_CM\:=1U7Q7?V@FLO!?A M?X9>'[Z]T"Y_0$*JY(`!/4]SCID]3CW)H`^"=2\:_P#!2KPYXQU>.']GS]CO MXE_#B3Q?=P:#JNB_M0?%[X:_$*V\"R^)!%8:CJ_A'Q)^S+XT\)WGBJS\+7"7 M%_I-A\0K/2+[6--NDM-7LK74K2*S\WTK]@SQA\6/VW-6_:^_;(\>>&_BYHGP M4\3S0_L#_`/P[I>J6GPK^`FF26%J+_XY>--*UQI5\=?M1ZY>/=Z=8^+98YM` M^&^A6=L_@5(-5OH[CP_^G]%`!1110`55GL;*YGM+FXM+::XL))9;*>6"*2:T MDG@>VF>UE=&DMVFMI)+>9H60RP2/#(6B=E-JB@`HHHH`***Y'Q]X^\%?"SP3 MXM^)'Q'\4Z%X'\`^`_#FL>+O&?C'Q1J5MHWASPQX8\/V,NI:UKNN:O>O%9Z= MI>F6$$UW>W=S(D4$$4DC':IH`ZZD)`]>H'`)Z],X!P/<\#N:^=E^,?C'QP;) M_@Q\/&\2:"?B'IGA76?'WC'5SX4\)2>`=>^%5O\`$+2?C5\*WM;#6HOC?X.. MK:[X6\*"PT;6/!_]HW\_BC[+X@MW\+3)?9FC_`WQ9XWTWPMJ?[1GC^_\9^)M M,NO@;X[E\(?#FZU?X;?"CP;\8?A%/>ZSJ/B+X?C0[JQ^*6K^#_&/B2ZL[W6_ M`GQA^('Q(\/7UAH6F:7<::+"ZUJTU$`^G`P/&><$X.0<`XS@X.,]\8_.E)`! M)Z`9/T%?*-Q\`=4^$'AR-OV4#HG@^_\`#_A_6M`\)?"#Q;K?B#3_`-GDW?CO MXN:;\1_'WC;7-`\,Z9J/BM_'DD=SXO&@:S9:G]ECNM>N-/OM/&GWLMU:9?Q+ MUOQMXB\!_%F_^-D^A?LZ_L]>&=+_`&B/#?Q9U>[\8:BOCCQ#\&;3PE]F\+_& MKP%\8_AOXY\*7/P!>TTUO$GB35$U#2-=\<:)%;6#Z9J7A76;"+4;D`]@U[]H M#X-^'T\<_:/B!H6JWOPQ\7^`O`7Q'T3PB]WX[\3^`_%_Q.NO"]MX&T'QAX4\ M$VGB'Q-XA\:>&-7A.K:3:06?AG5H/%FIS67AB*ZU>#Y'_:O_`."JW[%_ M[%GB?Q7X#^/OQ"U_PS\1M"\->!_$7A?XZ7<>-[SPY8ZA#=5^>'P3U_\`;^_X M*S:&/B[\(_C;XN_X)L_\$YO$'V>R^"6K^"?!GASQ+^WE^UAX#TJVCT6S^,?B M3Q]\3[?Q5H7P$\%^*8;*"^^'[67AGQ)\2=;TJ%]3U>^?2-2TO4+S]'?V5?\` M@E[^R-^R7XJO?BIX4\'^(OBM^T3K4;Q^)?VJ?VC_`!EKGQ[_`&E_$2RP):W$ M4OQ:^($VHZSX&)OC/H%])I/A'XL M?MU6FDZUJOC>S^-DT>I67B?X3?"G0_`>O^#/A#X9C\37'BO7Y_B#%#H_BS]T M].\-_$C6;OX1>*_$WC>[\$ZIX:\,ZE_PL_X6^`6\-^)/AGXX\6>(_#VDV\T= MSXJ\9>`+?XD2Z/X`\06^J7O@G4?#EY\/+O7H[TS^-M&U"$P:1I_JP`'``&/0 M>^?Y\_7FEH`\N\!?!?X9?#3P7X)^'WA+PG96WA7X>'- M0NIM7GFU'3M<\87VO^((]28Z]K$*ZC)JLE]%9ZA3^%/%^FW^H:#K^C7VAWMQI[^T44`87AWPOX:\(Z% M/#^B>&=)?4M;UEM,\/Z3I^BZ>VK^)=9OO$7B+5&LM-M[6V.HZ]K^IZCK>LWQ MB-UJFKW][J5_+<7MU//)NT44`&!Z4444`%%%%`!1110`5YQ\8?\`DE'Q,_[) M]XV_]1;5J]'KSCXP_P#)*/B9_P!D^\;?^HMJU`'^"=1110!_M9?\$3/^42/_ M``3H_P"S0?@C_P"H?95^HU?ES_P1,_Y1(_\`!.C_`+-!^"/_`*A]E7ZC4`%% M%?DU_P`%'/V@OBQ^SOX[_9W\4ZMKWCSX<_LCZIXNL=(^+GQH^$>FZ-XC\0?" M_P`7OJZ7&D:A\7?#>J>'_%^LR_!'4O"4&O"?7O"G@_Q#I/AOQ18)J'Q:&C>` MU36K0`_66C(Z9Y]*_/.^^,WQ.TG]J;]@KX8VGQ.\/>-O`7QF_9D_:4\8?$+5 MO#>A^&V\/_$;Q?\`"[3_`-F>X\'_`!#\,ZQ9KJ-UI6A:HGQ)\5:G9:5H.L3: M'>V&L:>[2W\=A93MXE\1/VC_`(R?`?\`:'^-'B_XYS?'7PWX+TSX1?M!^-?V M=/ACH%]\!O&7[+_QHTOX%>`G\;WMI-K_`(?^%5O^TM\._P!H*Y\,:5J/B^;P M7XV\93?#_6](?7I/`E]XAN/!VJ:79`'Z\T5\%_!7XM_%*T^,'P3^%_C_`,3# MQTOQQ_9'U_\`:%O]4_L/3-*M_!_CGP'XJ^#.A>*M!\/'1-/L43P1XAA^.&GO MX8TSQ"^K:_I7_"'7)N/$>LRZG=/#]Z4`9FM?\@C5/^P=?_\`I)-7XK?\&X7_ M`"A1_8)_[)OXV_\`5U_%"OTU^(_QO?PG?^(_#8^$7QP\2BPTZ8#7O"7P^.M> M&[PW.C_:\V&K?VS:BY%N9_LUU_HT?E7<,]OSY>\_EK_P;FZH;3_@BM^P1%_9 M^J7.?AKXV;S+2S\^(?\`%[OBFFTOYJ8;Y-V,?<9&S\V``?NC16!_;I_Z`^N_ M^"T__'Z/[=/_`$!]=_\`!:?_`(_0!OT5@?VZ?^@/KO\`X+3_`/'Z/[=/_0'U MW_P6G_X_0!OT5@?VZ?\`H#Z[_P""T_\`Q^C^W3_T!]=_\%I_^/T`;]%8']NG M_H#Z[_X+3_\`'Z/[=/\`T!]=_P#!:?\`X_0!OT5@?VZ?^@/KO_@M/_Q^C^W3 M_P!`?7?_``6G_P"/T`;](2`"20`.I/2ODC]I;]LWX9?LMZ/X5G\:^$?C?XW\ M8?$34]3T'X6_"GX*?!7Q[\7_`(E_$GQ#HVG1ZMJ6CZ!HG@O3-0TS1([+3)$O M;[Q+X_USP9X*TVW+3:IXFLHXY63PS6H?VL_VT/V?I]"\6:/\:O\`@FC?>)/B M=&FJP>!_%/PL^*7[1/B']G*/19%NM+M?&WA2;6O!/[.7Q5\=:IJ`M[G5_".J M_%3Q+\.-$T65_#WB"T\7Z_;:KX0`/KKQM\_7Q]\0O`7A'P_XET3PSXFTGQ?J M/A[Q7XKT#67\/7=G/I]C>WFIZ39W_P"/:_\`!<#Q?\8O&?Q/^%O[$'_!-?\` M:V_:B^*'P"UBXT?]H+1]5\5_L_?"+P-\*]4A@M)4\(2_%F/XF?$_P-XO^*-R M]TTL>)_A3?\`BVR2WU#X%_"/Q7X@@UM/B%^VS\5+6ZCU M?XD_&7QGXB\3:]\-=*_M'Q!K>JZI\18#!I/[>?LT?`GX/_LC?`SX;_L[?`GX M;WG@KX7_``N\-6'AKPYH]CHEK%-<"UA7^T=?UVZM5M?[:\5^)]1-UKWBSQ%= MQ'4?$/B#4-0U6_D>XNFP`?F%_P`$R?VI_&_[%?#'@728FAU77?LW]EW]C7Q]^QY\1;WPG\(?CKK.M_L M/WGA:]C\)?LR?%6RU;QYXH_9\\86ESI,6AZ3\`OC3J/B`^*+3X$SZ.NJV\WP M=^)-OXY_X0B_MM(B^&/BKPWX5>Z\*6_G?[=_["2?M/Z[\-?V@_@1XU\3?LP? MMS_L^-J,_P`"_P!I'0/"-MK%K=:/JD8&N?!KXZ>%PRO\4O@-XQ,:1ZWX2O)) M+[P_=R2:[X5>.XFU;2]I^%[?XB_MC?%73K'5-)U77OLE]=>(?!/P*^#>J1^"/`&H MMHFL^+_B'\2O$VG16NB_I(%`.<9.,;CRV,YQD\XSSCH.PKPKXT?M)_!;]G#X M?:U\5_C_`./_``W\%_AEX<6#^V?'7Q+UC2?"/ANSENG\JRL8[[5]0M_[1U74 M)L6^FZ)I4=_K.I7#+;Z?87,S+&?S4L_^"W?P-^))@N?V3/V4O^"A_P"VUX=G M0R_\)W^S[^R)XOT#X;+$`762#XB?M&:K\!_"FK"XB`FLAH6H:I]NA9)K0RQ. MC,`?L'XD\+>&O&6D7'A_Q=X>T/Q1H5Y+83W>B^(M)T_7-(NIM+U"UU;3)KG3 M-4M[NQN)=.U6QLM3L))H'>SU"TM;VV:*YMX94^`?VC_V4OVV_BO\4]1\9?!# M_@J!\6_V7?A]=:5H=G9?"'P?^S/^RA\3-&TS4=/M#!J^L1^+?BS\//$?C&ZF M\07)%]<6=SJ+6FGR[H=/2.W81I=_9%_X*7_`7]L'Q+X_^%WAWPK\;?@Q^T1\ M)K33=4^*7[+W[1OPQO?A1\>O!&@:U*8-&\63^%+W4M2TGQ5X+U6<)':^,?`/ MB'Q7XM:Q+K?[0WQ M%^!_P\T^R\#>(_V*[3X1:##XM^&+Z=XA\77VFZ]H`M]/'ZM^"O& M?A;XC>#O"GQ!\#:]IOBGP5XY\-:%XP\(>)M&N5O-(\1>%_$VF6NM:!KNE7:` M)=:;JVE7MI?V-PH`FMIXWP,D!\^KQ7,4D%QH6LS0S1O%+%+I2R1R1R(T:?\`"C5(7OHM1M/$WCWP):>,M<\#>1:?V5?C MP'K6D+(CXZ^//Q1AN_"7P^6WU'4'T;P_P"#OB#XWO/"^NV.A6EG>@'ZDT5^?/@+ M]J/]H_X=^`?BWXW_`&\/V:-(^"?AOX0>'=$\0'XC?L[>/O&'[5WA7XD6%W>7 M=GKUSX4^&_AKX2>&?VA-&O?#073+_4]"U/X8ZO(VGZH;G2]6U6'1]:EL=?PA M_P`%-/V$?B%\+OB;\9?`'[3WPH\:_#SX+^"O$7Q#^+NI^&?$UCJWB'X9>#_" M=I+>^(]9\=?#BWG/Q.\,)I44+QSVFK^#;.^EO#'86]O+>S1P,`?;NL7UQIFD MZGJ-II=[K=U8:??7MOH^FM:+J.JSVEK-<0Z;8-?W-G9+>7\L:6EJ;R[MK47$ MT9N+B"$/*GYW_!_Q)_P4S^-7Q&\&^./B9X`^`/[&'[/VF:A_:>L_!C5]6U#] MI;]J/XA:>+2_MX-$\6>-O!VL>"?@/\"BTUU8:G>VW@NX_:&OVETYM-C\2VT% MQ<2'*_X)Z?'K]K7]I+P_\3OVF?C[X$E^$WP2^,WB#1M3_8X^`%]X'-C\7O!/ MP*TBRO(--^)GQP\1C6KA&\<_'9KRU\86_P`-X].MQ\,/#MEH]C/?W]_K-\(O MT8_MT_\`0'UW_P`%I_\`C]`'RM^RU^PG^S_^R1K7Q5\#0/`O@C2U MTWPQXQMV@TR;6)]2U>_\`LBL#^W3_`-`?7?\`P6G_`./TUO$&WKHVOG/] MW2W;\RLQ`_$B@#H2`001D'@@]"/0U\RZ?^Q=^R-I/QOU_P#:6T[]F7X#VG[0 MGBBZM[_7OC9'\*?!+?%+4;^VLK?3DOI?'$NC2>((KU[&TM+2XO+6^M[J[@M+ M6.[FG%O#L]Z&O%AD:-KP^NF,I_(S@_T/;BE_MT_]`?7?_!:?_C]`&)\2?AA\ M./C'X'\0_#/XM>`_!_Q.^'7BVQ.F>*/`OQ`\-Z1XQ\(>(]/,D_&&XNM7_:`L_A[HK7-XL' MA_X?_%7P1-J&ERV_A?5=2N_"=A9:'#]M?VZ?^@/KO_@M/_Q^C^W3_P!`?7?_ M``6G_P"/T`<#\#_@%\%?V:OAUHGPD^`/PL\"?!_X;>'C+)I7@SX>^&M+\,:% M!>76PW^JSVFF6\)U#7-5E076LZ_JM7K27VK:A>WDDD[>NU@?VZ?^@/K MO_@M/_Q^C^W3_P!`?7?_``6G_P"/T`;]%8']NG_H#Z[_`."T_P#Q^C^W3_T! M]=_\%I_^/T`;]%8']NG_`*`^N_\`@M/_`,?H_MT_]`?7?_!:?_C]`&_16!_; MI_Z`^N_^"T__`!^N`\>_&WP3\-M+U+4?%+:W'=Z?X4\6^-+?PGHVA7_BCXB^ M)-`\#6$.H^*9_`WPR\,KJWQ"^(-YI-MHV,- MP`>O4A(`))``ZDG`'U)KYRM/BU\3O&.BZQ?>"/@YKOAJ[TSXG>%=$TF3XQ?: M_#&G^./A/<'P1K7BGXE^&+7PG;>+_$VCWC^%_$'B33_"'@KXB:!X,\32>/?" MEQH7CG3O!NCW*:XL7B[PE\1_B#;?&/PKXB^(?BSPGX$\;V?ABQ^&FH?!O0-0 M^'_QC^&<=EIL0\87=U\1K_7/$^DZ[J>N^(($O-!O--\'Z&F@:%)21U1(T>1V9@JK'&NYW)8@!549 M9B0`.20*^(OC-/X4\=:1\7?$OP.O\`]G6Z^)'AKQ!XOT#Q M+IOPLO\`7KWQ4-+T`:=XBBT70]=T_P`3W\^OZ5XRT_1X?%^GZ@MO]GUM;2WA MM4C\4_!_P]XUL/#/ACQAJ/Q2\6_#'2OAAXR^$_C?X1^,;?PWXT^'WQM\-^,M M#T3P[=W?QJA\7^']<\3>,]9T_2])OXK:YA\3Z19:H_BCQ-+XKT_Q&UY9_8`# M9F^+WB[5_%\F@^`_A+XFUK1/"7Q(U'P3\4O$7C*+Q#\,4TS1+?X8MX[TSQG\ M(8/$/@ZZTOX\Z3JNOW_AWP'Y_A?Q!HNAV.M7^NFX\2F\\):MI#M\`_M)?#/Q MI8:/!K.II\+O']UX?^#^K^*/@[\3]6\+:!\4/ASK/QRT^^O?A[X#\<:/I_B' M6=&M/'6LW.DZWHUKH6A>(-?&HZSHFJ6>C76IK;K-)^<'Q@_X*)_&BW_:$\9? ML8_\$VOV,="_:K\<_LT^"/!VL?M%ZGXG^->@?LY?!KX%CQ+H]U??#/X(V&NR M>$?&D_B#XL^*_#.CK/9>'-+TFR\-^!=+N=*G\3ZM;I'JMGI'>?LV?MQ?LQ?\ M%`-4U+X)?&KX!7WPR_:X_9M\8^$/B/X__8U_:8\%>$]:^*?P?\=>#=0CU'P% M\:?AJ;T7_A[X@^&-+U::+5_AQ\)81WNEZO(_ABXUC38[H`^I_&7[36 MN>(/"-WJ?[)7PVM/VGO$%YH.IZWX0U2V\=V7@3X$>(+OPA\9-&^$OQ&\':A\ M>K?1/'&E:!X^\*%_&.M6_A0^%=3N=8G\"ZWHCW.EW"2W5KQGQ!/PU_9D\)_$ M_P#:B_;K_:"\(:SX-^'7B+XUZKX1^(7C?P]I_P`,O#'P>^!'QCO?!]O;?`V] MT'P[JU]I/Q:O[1O"VC:%I7B77]!U;X@>-M1NXM+TG2(M0U&:RU+[$M=2M;&$ M067AW5;6$/-(L-MH\5M'YMU<27,[B..6.-7N+F:2>9R%,D\LDTK%W=S_`#Y> M'M0/_!8;_@H0OQ(GM=4\0?\`!-+_`()D_%&YTKX:Z='927/A3]K7]O[PUNBU MCXEJ@N([?Q)\*OV6(I!I/@Z[,+Z3KGQ&U"ZU.QO]7TB:_LK<`^E_#?\`P6'@ M^(>GZ9JW[/O_``3,_P""I7QL\`ZXD*^"_B1X?_9K\!_"CX?>*].N(8SH>N:# M(/^"WG[75X9/#?A/] MGK_@E#\)C-(D&I?$^/2/VV_VM]7BAF#6FH)X(\):YX:_9P^'MGJ5D7:73M8\ M7?$#7=/N&A6:,[)HF_9C^V$P,Z)KC$=WTS>WXLTY8GZFI!KI`P-&UT`=`--P M!^'GT`?B%XK^-_\`P4X_X)O>*I/%G[3<-W_P4N_8HUAXW\1_&']GWX&:-X!_ M:\_9KNY?+BEU?QO\`OA]>2>$OC?\';7$P.*`-#2-(TKP_I6FZ%H>FZ?HVBZ-86>E:1I&DV=OIVEZ7IFG6T5GI M^FZ;I]I'%:V-A86<$-I96=M%'!:VL,4$*)'&JC1K`_MT_P#0'UW_`,%I_P#C M]']NG_H#Z[_X+3_\?H`WZ*P/[=/_`$!]=_\`!:?_`(_1_;I_Z`^N_P#@M/\` M\?H`WZ*P/[=/_0'UW_P6G_X_1_;I_P"@/KO_`(+3_P#'Z`-^BL#^W3_T!]=_ M\%I_^/T?VZ?^@/KO_@M/_P`?H`WZ*P/[=/\`T!]=_P#!:?\`X_1_;I_Z`^N_ M^"T__'Z`-^BL#^W3_P!`?7?_``6G_P"/U+#K)FFBB_LK68O,=4\V:P,<4>X_ M>D?SFV(.[8./2@#:HHHH`*\X^,/_`"2CXF?]D^\;?^HMJU>CUYQ\8?\`DE'Q M,_[)]XV_]1;5J`/\$ZBBB@#_`&LO^")G_*)'_@G1_P!F@_!'_P!0^RK]1J_+ MG_@B9_RB1_X)T?\`9H/P1_\`4/LJ_4:@`KYK^-W[-UA\:-;\,:Z_Q*^)G@2X MT#4=!NKRT\&ZUIL>F:W:^'[G7[FSB>PU[1];@T+6%/B75H(_%OAI=)\216EP MEJ]]/%::>+'Z4HH`^8;']DOX7:)\0/V:_'?A>7Q%X5MOV4OA1XT^"WPF\#:+ M>:8W@JT\`>.=(^'NA:CI>KP:KH^J>([^73M,^%O@JVT2Y@\2V+V:Z9.;H7[: MA>&7:T;]G/PQ%XAN_$GCSQ5XX^,MTL/B_3_#=E\5[WPUKNC>"M#\=+/:^)M# M\.:/HGA3PU8W$&HZ-.WAE]7\4Q^)O%2>%FN?#R^(1IFI:O!J/T)10!X+\+/V M=/`7PGU33M:T>Y\1Z_JOA[X?:3\)?!VH>+M4M]8O?!?PLT.__M/3?`>@7<.G M6%R^E)>16$NHZMKDNM^+O$(T70$\2>)-730=(%I[U110!E:TB'2=4)523IU^ M"2HR1]CF&"<9ZG7<%E->WHC MMV\C_P""MG_!0;Q?^S9I?@3]F#]FSQ!X2T+]KG]H70/&WBNV^(?CBU74OAS^ MR-^S/\,]'OM<^._[9OQAMU/SC_@@Q^R"GP<_9R\7?M+>-_#^I:A\5OVOO'FK?%[3/B?\7M%BO?VLO%' MP3U>PT:T^&VH?M$?$6_N=3\0:AXV^)-MI=S\;-4\`VNIP>%OA8?B+9_#O3-/ MFNO#%_JVI`'G?PN_X.1_V0H[S2?A_P#MC?!S]JC]AOX\Z5X)T?QI\9?AM\6_ MV?/BOK^@_!O2]=NK2TT;Q#XE\;>%_!TM_!\/-=?4=,GTCQ_KG@KPWI$$-_%! MXD3P_J$5Q:1_O%\*OBU\+?CGX"\._%+X-?$'P7\4_AQXNLO[0\,^.?A_XCTC MQ;X4UVT#M#++IFN:)=7EA`_^"D?[&_PJ\*^(M.UGX'?$[X:^(]0\">-/VI/@=\$] M3T[P_JW@?QQ\/-=T633/VB?A3%X=T@>+/!*:;XWTC218"U\1Z(`?T]X'H/R% M&!Z#\A7XB_&#_@MG\"/&5IX#^%7_``3/F\-?\%$?VL_C=HD.I_#3X=?"'Q"U M_P##?X7Z)>O%;2_%+]K#XA6$$D'P*^'WA.2YBN=<\-^)UTKXEZS=+#X=TW0= M,N;_`/M>Q^$_VA/C/_P37+/PCXWUS0I'U*'7OA[ MK>F:8WC&Y`/ZIL#T'Y"OS/\`V]/BY^VE+K_@#]E+]A;X4WMG\5OCGX>\4:EX MD_;%^(?A^ZN?V=?V2O`&BS6>D:QXPU+RD<_$SXZWUQJMNGP@^"]L;>WUB^27 MQ9XLOK?P?H&JQ7'Y6?M#?\'*GPX^&?@SP_\`"^'X`?$;]G3]NWQ9KG@#P[J/ MP;_;F\-^(_@_\&/@;HWC>Y-O/\=_B[\<-`MM5\/Z[\`=,^S7R:!KO@*>;Q5X MZU!M/TVU\/\`AZ274YM*^P/BK_P6^_9\\56^E_!__@G7/H7_``48_;,\=6$- MMX&^%/[/^K7>M?"SPEIZN/%6L^ M7::-I>EVD^HOJNF@'W1\2OVFOVR+<7+^5 MIX!$DGYN?$;]N7]LK_@HGIK_``3_`."7OP-^-'P#^'OC,/IGC?\`X*4_M4?" MC7_@QX'\`>![^&(W>N?LP?!SQ['H_P`5OC3\2M4TNXN(_"6NZKX6\*^"?"NK M);W>JW3,1J.C_2W[#W_!,>R^#OC35/VN/VQ_%6B?M8?\%$_B$+N;QG\?]:TR M^NO"7PFT2ZNKR73?@Y^ROX/\2O=6OP?^%'A.QO9M)M[K0M-T;Q9XU:6^U?Q5 M%M=USX?\`Q@^$GBN*2">'Q-\+/BOX,OM'\<>!]4^T MVEE/>)H^KQZ7K#V5FFN:9JD-M%$OV!10!^4/PA_X(V?L@?#[XH^'?CE\4[WX M[_ME_&OP1.TGP[^)O[;_`,2R MU^R\%-XIAN;=+\ZZVI27%Y-^K?EIC!4$9SALL!]`V0H]@`*IMJNF)J46C/J% MDNKSV,^IPZ6UW;C4IM.MKBVM+F_BL#(+N2RM[J\M+:>[2$V\,]S;PRR))-$K M^/:!^TA\$_$T7PBETCQ]I,O#'PCM[NSUK2KWQSKWP_P!(\6:_XQTS M1]/U?2["_6XT+1/`WBO5;K[?;64/V&O&>AZ@E[#HK7P\1Z?:3B+5]*UO1_X)]?\%'_`(?_`+9VBZ[\-_&^ MB+\`OVV_@R!X?_:B_8\\9WRV_P`2/A-XQT_RK?4=4T*WO$MG^(?PDUYIK/6O M`OQ2\)#6/#&LZ!K6CK=:C;ZK)+:G]#=(\5^&-?BO9M"\1:%K4.FZ_J?A749= M)UC3=2CL/$^BWDFGZQX=O9+*ZG2UUW2K^*6RU+1YS'J5A=QR6UW:PSHT8^+? MVPO^";?[(O[;\_AWQ)\:_AUW%]:^'M6N]:\(R7\C37GAZ[+R*X!]WC:1D;2#T(P1^ M8KYV_:9_9A^'7[5/@OPCX/\`B!<^)-%F^'OQA^$?QW^'_B_P5J-EH_C'P3\2 M_@QXVTSQKX5U[P[J>HZ7K5E:O>&RO_"VOQ3Z7=)JG@_Q)XCT7_1SJ(NH/R"U MCXT?MR_\$@+RVU+]K7Q_XN_;]_X)N1RVUAJ?[57_``A]DO[87[(5@TJ66GZK M^T;X:\$V<.F_M"?!ZU3[)_;OQD\*Z%I?Q"\/RRZIK'C#1[ZUATRSU+]V?`7C M_P`$?%3P7X:^(GPV\7>'/'G@/QGHUCXA\)^,O"&LZ?XA\,^)-"U*$3Z?J^AZ MWI<]SI^IZ==Q,'@NK6>2)\,A(D21%`.BO;ZPTNRO-1U&[M;#3]/MKF]O[Z^F MAM+2RL[6*2XNKJZN;AHH+>TMK>.2::XF=(88(WEDD5$9AYGX!\`_!J/Q-XL^ M/7PWT'P3/XE^/6@_#N]\5_%+PH-.O[CXH>&?!^B7MO\`#*\NO$VFS7-MXBT/ M1M!U^_/A2XMKF;3TL=7N+BQ>1+QI7_&O]H+_`()Q_MI>,_C)\8/@G\-_VCVO M?^";O[='CJS^(7[67A?XC>-/&VK?'CX)6:7;77QM^#O[+7B20WKV7PI_:YTI M-.\(^(]!U76+6T^">FR^,[KX>06=OK=CIP\,V,]EXZ9X8TA-/@ MGM]"TB>P\/:6+-K][&U>%W`/KPJ"",8SQD<'\",$?4$&N)'PT^'0\97WQ%_X M0/P9_P`+`U/PW-X-U'QU_P`(MH/_``F5]X1N+NVU"X\+7OBC^S_[=N_#EQ?V M5G?3Z'%/$.FN[Q?;-'U[1;J\TV^BCFCDMY_(N&>VN8I;6Y2&XBDB M7YU_;:_;B^!W["'P?F^*7Q@U6^OM6UN_7PG\(OA+X0LKGQ#\6?CY\5-33R?" MGPC^#_@K2X;K6_%WC?Q7JLMGI=I!I]G)9:.+Q=5UV[T[3();D`'QY_P43_;* M^.VE_&3X)_\`!.C]@2[\&I^VS^T3I>I>._$WQ$\7Z,/%O@_]CW]F'PS=#3_% MG[17C7PD0+7Q%KFIZJ#X.^#G@[5YK?1_%/C,2C59'M+2VL-5X#6]"_X+,?L4 M>(;'QIH?Q&T7_@KQ\"]2?2H?'OPK\5^"_@O^RU^U_P"`9!:V-EJ7B+X->+/` M]GX+^`?Q-\/IOWO@+Q]I/AGQ4B266B:)XLOW%SJQ]1_X)4?LE_%OX;:3 M\9?VT?VQ;"VC_;M_;I\4:?\`$;XQ:+]IM]5MO@-\-=#M6L/@G^RMX0U*+=$V M@?"#PDT2>(;BR53K/C>_U>:^N]8&DZ;J3_HOK/QP\!6/B63P3HMW>^//%^G> M/-`^''B[PW\/]-NO&FI?#7Q'XJ\!W_Q(\.2_%F#04O7^&/A_5_"UK8WUMXF\ M9)I>C?\`%1>%U:Y`\0Z8TX!^4NO?M(?\%=OVK]07PG^RW^QCH7[`7P\O;:T? M5?VD_P#@H#K_`(+\<_$NRM[ORX]2M_AO^R7\!?''B^*[\3Z2K&YTZ]^*OQ0T M3PO=DF.\T]'C,+WX/^"+?@7XQW"Z]_P4,_:U_:Y_X*!>(I[6UB?POX^^*VJ? ML_\`[/6CZC:DM)J/A']G;]EVY^%?A"QFNF)$Y\5:MXVNC%%;+)=22VJ3G]1_ M`6I?&#Q=;?"OQKXFT'2OA'I>L_#.YU'XG?!'Q#8Z;XP^(?ACXE:V/"=_HVD0 M?%+P7XXN/`!L/`\,7C+0?%5MI/A_Q39^,-2O]$U;P]XJT73]$NK;Q`NE?".^ MT^R^'=M??%WXP>(+GX?>.O%OC9]4U7Q+H=K>>.H?%$?CB"U\%_$.#P]X6T+2 M_$?@;PC;^-((O">C0Z=IEY:2>"_!%_JFK:QJ>DWU[JP!^)?PFL_$7_!(?]OO MX/\`[)8\<>//%/\`P3B_;V76_#'[,%G\4_&_B3X@WW[)/[6_@_36UH_L_P#A M_P`<>,;W6O$\GPC^.7@Z"6\^&6@>(]?U:\T[Q[H][I6E&,3ZO?:Q_0L`I`(` MP0".,<'V(S7X\_\`!4K]F;QY\<_V1_C1\-?%'C(7WAZ&;XI_M,>$OVD]9U32 M?!WB;]BOQS\!M$L?BU^SGJW@CP9\/OA[>Z_\4]&\/^-_#5[H_B#4&U.U\?Q^ M$-4UTSW_`(IN;VRTV'J?^"=7_!4/X3?M5?LD>`_BC\;?%_@KX#_'KPQK>A?` M[]ICX4?$?7M+^'VN?#C]I=;2ZAN_"<^B>*I](N[*V^(PTF_\;_#.VVW!UOPO M=O;V,]Y?Z%K4-F`?J]@>@_(48'H/R%?F!\#/^"H/[/\`^UQJ'BWP1^S;\:_V M6[[XGW_PRUC4_A-X`\5_M%>`-7^+US\4]'U7Q]H&M^'?B?\`L_\`@#5=:\<> M%O!?ABYT'P3XBD\3:#XC\0ZAXI\,^,;A].TK1+C1HYM4^^;>Q^*$^OZ->WWB MGP98^$C\.KW3_$6@Z7X4U:Y\1?\`"TKF^T1['Q/X?\9:CXG_`+,M_!NF:=%X MALI/"6J^!;_5]4U"]T;5'\3Z?!I=[H^K`'HN%XX'/3CCVYZ<]O7M7F.J_&;X M6:/'\/9[OQKH,MM\5O&]BOV@M9OQ8_:+_;B\;Z?\1OA[^Q9^PZOC3]OC_@IC M\$_!J>'/B#\0KW6]2^'?[*WP,U?Q=H%GX7\0?%_]NR7X5WWA;X/3>(91IM]X ML\,_`;0_#^J>,+/7(KFW\(Z5X(N]1T^34:OPK_X-X/V-I?A1JMG^UJ?$/[3W M[2?C'1YXM<_:(&IZO\)+GX4:I<:[=>,++3_V1OAU\.]5T;P+^S%X,\(^,[ZZ M\2^%O#_@;1DEO=3FNIO&-UKUE?W&D1@'[M^&_&7@[QB-$7MK` M94W:VI:GIFC6-UJFKWUCI>FV,1GO-0U*ZM["QM800#+*?^"2/_!2"UTCX@?'OX9ZSHOQY_9@^/_B;0['2 M-+_;R^#W@+Q=I7BSP3\8G^R-%;77[3WP5\1^'M"M_C/H<\UUXAOM1T*Q\?K+ MXDLFUO79?V:U#X(_!S5Q\54UOX:>"?$%M\<+G1[KXOZ?K_AS3O$.E_$>;0?# M>C^#]'_X3'1]8M]0TO6X]/\`#6@:-HUO!>V3VZV6FVJ-$S1;R`=9K7CCP5X< MA\4W/B#Q9X9T2#P/X9/C/QE+JNN:78)X4\("'5[@^*/$?VFZC;1/#WD>']=F M&LZDMMIS1Z-JKI<,-.O/)\%L?CEXJ^)?C^Y\'_!KP7?_`/"->$[CX(>--;^, MGC_P[JL7P6^+7PB^*^C>)=9U(_LX>/O"NJ:C;^/?'GABUTS1)-9CU'3[#PSH MB>(-)>ZN]0CU.VEB^`_VC/\`@I7\'/!7[0_B[X#_`+"_[/-I^WM_P4-U_P`. M:!X3^)GA7X.S>$-!\,?"WP;X5U'Q)/X9B_;!_:>O+*^\-_#+P?X4U'Q3XRN? M#W@34KKQ+XOBUC7]6L-,\(Z1>^+5O+WD]._X)Q?MN_M;PPZU_P`%+?V[/&6C M^$=0:.YF_8Q_X)Z:AKO[-?P"TRR8203>%/'/QPA8?M)?&O2KK3VA@U&*?Q%\ M/-&%U"QTW3$M]DC`'T[\9/VNOV(_V/$^&=Q^UI_P4.\)^&_'GP;T/Q!::C:_ M$3XZ>`_!_C'XI7.OZ9!IU_K7Q!^!'POM_#5AX\U?3TM1>^'K72OAA#:^'-2> MXOM#TRTNKB5G_.S3_C7^TI^WSK>E^"/^"6'P>\0_LS_L_:=J?Q`U;6/^"J/[ M7WPP\8ZGX^M=/^-'B*?QI\0]*_8/^#WQW_XN/XM7Q;JEU!GQ=XWD\*_!WPMI M^EP>&=%\,6UKX<\'P0_K/^SK_P`$V?V"?V3(].;]GC]D;X!_#'6=,C2.+QIH M_P`./#^H_$F\\MWDCFUKXH^([76_B/X@O%D=Y#?ZYXIU"]>1WD>=G!KFRTG3/A]!HMD/+@2PDBB0 M5S>I?L?_`/!5?]D^!-;_`&./V_)OVPO!VAQ(?^&:_P#@I5X>T3Q'KVNV$=QY M]];^%OVP_A%H7@[XDZ-XEFL!)IVAW'Q+\)>.]#-]]DN=?M(:'%J_P"S%XG\ M1O9&_GMOAU^V3X$35_@3K^E0PQSA;_Q;K7P_O"\/E3Z;#.\:2>R?\%#O^"CW M@;]E/]G"S\4?!>[\/?'K]I7X^1Q>!/V)_@EX!UO2/%VO?'?XM^*P=.\*7NA6 M.B7US_:/PY\*7-Q'XK^(/BR.XM]`TOPUIEQ:S:O!J6J:9!'?&G@_Q)8SZ7XB\)^+-$TSQ)X9U_3+D!;G3]:T#6K6^TC5;*X4 M!9K6_L[B"5>'0BOE'X'?\$XOV"/V9_'Y^*G[/O['7[-WP:^)"V.HZ7;^./AO M\'_!?A/Q1I^F:PK)JNG:5K.E:5!>Z/8ZE"QMKZTTF6R@NK0FSG1[0F`@'#?\ M$Q_V(D_86_9=T+X>^*M?;XA?M`?$?7]<^-_[5_QBO0DVL_%_]I/XF2Q:S\2O M%^H7HCB:[T^QOC!X4\)Y@MQ#X3\/Z1N@2ZGNWE[#]KW_`()U?L@_MRCPIJ'[ M1'PEM?$/C?X>_:'^&OQ:\)^(O%/PQ^-'PVGG9Y2_@;XM_#G6?#/CO0K3[7(; MZ71$UFX\.WMX!/J&C7;%MWV[10!^(.K?\$A_CIK7A*_^"&J?\%@O^"C^M_LQ MZ_83:1XJ^'/B+6O@!K7Q;UW0+IF6]\+O^U7+\&8/C?:^'M2L&?1=4C35)=9U M#1IKJSN-9KZ]K5]?ZSJ][>:E?75S M+ZU10`F!Z#\A1@>@_(4M%`"8'H/R%&!Z#\A2T4`)@>@_(48'H/R%+10`F!Z# M\A1@>@_(4M%`"8'H/R%&!Z#\A2T4`)@>@_(48'H/R%+10`F!Z#\A1@>@_(4M M%`"8'H/R%&!Z#\A2T4`%%%%`!7G'QA_Y)1\3/^R?>-O_`%%M6KT>O./C#_R2 MCXF?]D^\;?\`J+:M0!_@G4444`?[67_!$S_E$C_P3H_[-!^"/_J'V5?J-7Y< M_P#!$S_E$C_P3H_[-!^"/_J'V5?J-0`445\;_'W]L'1/@U\7/A1\"=#\&ZC\ M0OBM\4E37K+PM;:_X?\`"31^`[7Q%8^$]9US1[_Q1\*Z;-IMWJ0!]D45\T?\-.^'8_BQ^SM\'K_`,#?$+1?$_[2 M'PE^)7Q<\,R:W8>'K&V\*6/PKMOA?<>*/!_CBU3Q)(@#ZWHKYQ^$_[2'A[XGZ_H7ABX\,^)_!&M^-OA?:?&SX>Z=XHAL1< M^+OA9=ZEI>E2:\@TN[OH]&UC1;OQ#X5_X2;PIJDL>K:%'XO\-^>T\UU?0:;] M'4`9FM?\@C5/^P=?_P#I)-7XK?\`!N%_RA1_8)_[)OXV_P#5U_%"OVGUI@-) MU08;(TZ_/".1_P`>UX?^TG^T3\)OV3?@5\4/VC/CEXHM_!WPK^$?A/4O%_B_79 M@)9DLK%%2UTS2;/>DNJ^(O$&I366@>&=#M=]]KGB#4M-TJRBDN;N-3Z7XO\` M&7A3X?\`A7Q%XY\<>(M%\(>#?"6BZEXC\4^*O$VHVNA^'O#F@:-:2W^K:UKF ML:E);V&E:7IME!-=WM]>SPV]O!$\DC@+7\H7CSQE\:/^"^GQ$^)?C+]ECQW\ M$-(_9G_8TCT37_V5?A#\9?$,=[/^T!^TGXHUJ^T/P)^V3^T=\)-!LO%/BKPM M\!?AEX27/[*W[-WPCU_P`( M_%7]GK]C/QU8^%]:M-1\-ZY+I:>#/BE^T%\.M;31T\?W?BVPTCXD^$[RTEU" MSO?Z.T1(U5(U5$0!510`JJ!A551PJJ`%50`%4!5```K\NOV4/A]\*?V&?V?] M,_9X_91\/>+?VH/'*M-T[XX:A\?_P!H M:*W\0^"_!7QT\>_$75-0LVT/QOJ!U+31X;UCPI864=CX"N+.S^_[J#XMMJ_Q M#>QUCX=Q:#<>#]#B^%-K=^&?%$^KZ/X^2W\4CQ)J'Q"OH?%5O9>)?"%Q=R^" MFT31_#6G^%=:LK>R\41W^N7\FJ:1+I`!Z00""",@\$'H1Z&OC3P9^R%8?"_] ML/XG_M1?#'QO=^#_``M\??`&G:;^T!\"X-"CO/"'Q#^,WA&ZTRQ\`_M$:5J7 M]L6LO@SXDV?@*#4/AQX_;3](U"R^)_A^W\$76M_8M:\#VFH:CZQX?^*FH^'[ M_3?"'QLMM'\$:].?AMX/T+Q_>ZQX/\+?#OXX?%7Q7X5U76O$7ACX*^'-2^(' MB'XA+>Z->>'=9=/"WBRQ@UV;3MDFA7GBZUTO6M7M?A((/X<@T`? MC%\#OBIX[^.'_!1;XA^#OV0_!W@+X0?L3?LD:YXV\"?M??$S3/A5X4TK5/VL M/VM[O17M(/@?X+U*/1=/U*S\.?LX3ZR?%WQ-^(L$AU#5?B%=Z?X&L#=:))JM M[=?LZ5!&&Y_0Y]1CD'T(Y'8U#%#;V_FF&*.$2RO/+Y<8C$DTA!DEDVJ-TDA` M+R-EW(!9B14V1[_D?\*`.8;P1X.?7=7\4-X4\-MXE\0:%IOA?7?$)T'26US6 MO#6CW&IWFD>'M7U9K,ZAJ>AZ7=ZUK%UIVD7UQ<:=8W.JZE<6MM%-?W3RWM&\ M.:!X=AEMM!T72=%MYI1/-;Z1IMCI<$TP18Q+-#86]O%+*L:(BR2(SJJJH8!0 M!L[A[_D>_3M7A-Y\8KWQ3;^)M/\`@GX<3XA:L_P>N_B+\-/'=UJ4=K^S[XV\ M2W=YXCT/PUX'E^+7AE?%DEM?OKNB6UQXHDT?PSKLNA>%M4MM!M=O?$?AOP[HUKX(UVT\?_``^LO#UQXF_M+Q]JP\*7&AZM MH/Q!N=2\/WECH'@U['Q?ITVF3>$)+CQG%KVEZC-=^&9=#:RU+SWP7X&_:(;P M+\(M&^*WQH\$:]XOT:'Q/;_'?7?AW\)]8\`Z9\3[?5_#WB?2M"3X>VUU\2_$ M.M_!R\\/ZQJ7AK7Y-5&M>.;K4CX?OM.@CTC^VHM0T@`ZWQ'\,O'5OXA^'NA>)O!7P]LI/'7BWX?6?Q0FUJ#P;XR^)7AOPTU_K/P_^'FI MMX=UI_\`A//%-EIWAN.'3;R47SI;3F/+?Q;\\-?$)_#OPFT/P?XP\._$X M>&/`UM\4/'=B_A?X@_#NPUOPO_:'Q,AU#X;6GC+6?#<6L^&;[Q5)X7\*:]I% MMX@7Q%H=C9>)K?1=(U4:I!WW@CP+H?@/0M$T;37U75KO1_"OA;PC<^+?%6IW MOBCQ[XGT_P`'Z;_9FD7OC7QOK+7/B3QAKA1[F\OM;U^_O=0OM3O]1U&XE:[O M[J27M,CW_(_X4`>,W_PP\2^*6^..A^/?B9XBUOX=_%6ULM&\)>%?"J7'PN\2 M?"CPY/X&L_"_BJQ\-_%7X?ZOHWQ`N=:\0^($U/QGI_B^/5-'\2>#K[4HM.\- MWUO!I=C=#>?X5>&7\6ZIXT.H^/!J^K_#BR^%MU:+\3_B*GAF+PU8:CJFIPZA MI_@Y?$X\*:7XZ>XU>ZCNOB7INCVOQ"O;&+3]-N_$LUAI>GV]MZ1D>_Y'_"C( M]_R/^%`'GGA7X4>`O![>#+S3?#\&H>)/`/P[@^%/ASQ]XIN+OQG\3H_`49T" M:[T#5/B?XKGUCQ_K\.N:AX7\/ZUXHN=<\1:A>>*O$.DV7B'Q#/J6M0)?#T+: MORY&=I)&26()!!Y.3T)'TXZ<4N1[_D?\*,CW_(_X4`>::M\%OA!KT.D6^M?" M[X>ZK;^'_B9;_&C0X+_P;X>N(=(^+]I?W>J6WQ1TZ)]/V6GQ"AU._OM03QE" MJ^(1?7EU=G43//)(W,>(O@+H>LZ=\3[32?'7QA\%:A\6?'?@WX@^(_$/A'XI M>*;;6M)U7P99^`]+ATKP,VMW.O:7X`\)>(-%^'VF:3XL\)^$=*TK0]?CUCQ; MJ5S:)K_BG5]8F]RR/?\`(_X49'O^1_PH`\#\9Z-\=;36O&^K>&KKX;?$_P`) M^*&^$/A_PY\)?'$-]\.K+P9HZ>(M9T_XZ^*]2^)&DZ)\3;WQ]>:[X.UO3M1\ M)>`K[P'X?TI-4\'OX>O_`!3;Z?XSO-:T#^=C3OB5X._X(R?&7P_\0O@YJ>N^ M%?\`@F!^T)\2O$UQ^T?^R/\`%F&?P=\1O^"=WB'Q%\9M6^#6D_M??!WX;ZW' M#XO\-_L2_%'XMVMKH_C31+NR?P?H=SXN\'>._AW?BR\5VN@+_5'D>_Y'_"OG M_P#:-_9E^#_[5/PH^(GP:^,'AV?5/!GQ5\(CX?\`CE]"U&^\*^)M8\"3:W8: MYJGA`>+]`>R\26?A[6[BQ%OK6EV>I06NHV-S>VLZ;;J5J`/UBT/VA;Y;P/Y#6)MR+D78B/\/+?6?'>G^%[:WM=?L;7PC'>-^R MM_P6R\$?LO>-?^"2'A/0_AWXE^`_BK4M7^$'PF_X*57OQUT^7Q9\%?V&-=UF M\TR7X>>//A)=Z-X=^)OBW]HWPC\)V/@#P3KW@ZR/@B2VU"U2^\66-SX;MM?O M_P"B']EO]F/X0?L<_`SP%^SK\"-"U/PU\+?AQILFF^&-%U3Q+XE\5W-G' M$-:TGPIJOBBX^`OA'X4^%/%/A/\`9;\#VMWK/BO08]`TKX46GC?5=>\.:@DN MI)X0\36>KS?M)D'J">_W3U]>E&1[_D?\*`/F+Q=^S_KOQA?Q'I'QQ^(5WK_P M\N]>^)NEZ3\-_AM!XD^&'AGQ1\&/B9\*Y/AK?_#;XYH/&/B>\^)NHZ;+K'BC MQ'IGBOPU=?#*/3]2N?#EQIN@66H>'I=1U;Z%T'P_H_AG2M/T70[&*PTW2]/T MW2[*W0R2M'8Z186^F:=#)_Y'_"C M(]_R/^%`"T4F1[_D?\*,CW_(_P"%``0""#T((/;@^XYKX$^/7_!++_@G=^U! M\3&^,GQ^_8Z^`OQ4^)UQ#IMOJ?C3Q7X$L+K6O$,&C"!-*B\636SVD7B]=/@M MK>SM/^$I@U@PZ=#'IJD6"+;#[[R/?\C_`(49'O\`D?\`"@#\^/CI_P`$JO\` M@GY^T#\)=%^#7C#]ECX0>&_"O@T+-\,-2^$_@S0?@[XT^#>K07*7]AKWP>\: M_#;3_#?B+X=:M8:G#;:E&?#]];Z=?7-M%'K6G:K9F:UE^1KK_@F[_P`%()O! M5Q\!XO\`@M#\84_9_FU`::GB.;]FCX:2_MPQ?#0V264G@H?M?P>,[32CXB=0 M\H^+G_"C!\1E=Q,-6-PFYOW`R/?\C_A1D>_Y'_"@#YF_9+_8_P#V??V(O@YH MOP,_9P\`6'@3P/I=WYU;Q-XS\7:FD"Z[X\^('BS4Y+C7?&OCGQ#); MPR:QXEUV[NKV6.*VL+3[%I-C8:=:?35)D>_Y'_"C(]_R/^%`'R;^UY^Q%^S? M^W'X&T+P+^T/X%F\21^#/$]EXY^'7C#PYXE\2>`/B9\+_'.F@#3_`!E\-?B5 MX*U/1/&/@OQ!;;8Q+<:/JL-KJ4,,-KK%GJ-K%'"GPJW_``1)^"WB..31/C)^ MV/\`\%0_VA/AU<02VE[\)?B]_P`%`OC=/\/M3L9AL:QUJW\`7?@#Q/K]H+=4 MM3#KGBC4!/$ADNFGN9KFXF_9S(]_R/\`A1D>_P"1_P`*`/!/V<_V6_V=_P!D M;X_Y'_"@!:*3(]_R/^%&1[_D M?\*`%HI,CW_(_P"%&1[_`)'_``H`6BDR/?\`(_X49'O^1_PH`6BDR/?\C_A1 MD>_Y'_"@!:*3(]_R/^%&1[_D?\*`%HI,CW_(_P"%&1[_`)'_``H`6BDR/?\` M(_X49'O^1_PH`6BDR/?\C_A1D>_Y'_"@!:*3(]_R/^%&1[_D?\*`%HI,CW_( M_P"%&1[_`)'_``H`6BDR/?\`(_X49'O^1_PH`6BDR/?\C_A1D>_Y'_"@!:*3 M(]_R/^%&1[_D?\*`%HHHH`*\X^,/_)*/B9_V3[QM_P"HMJU>CUYQ\8?^24?$ MS_LGWC;_`-1;5J`/\$ZBBB@#_:R_X(F?\HD?^"='_9H/P1_]0^RK]1J_+G_@ MB9_RB1_X)T?]F@_!'_U#[*OU&H`*_,O_`(*(_LU^*_VEX?A'H%C\(;/QC;^" MOB/X2\;>"/BKX-^*]W\'OC?\$?&]H/%%GJGBWPA\0+'3XO$7@C2&L+CPPU_K M_@35]6UO4HK35/#7B3X?>,_"VI3:;-^FE%`'YVK\"_CVW[1__!/OXC>-+_3_ M`(CW'P'_`&:_C]\./CW\4(+C0O#2^)/BC\3]`_9TMHO%.C>#T-I=#3O$?B'X M2^+]5U&TTW3K:VT"/6=&@MK:>)[N'3/)YOV!O$GBWX8_#W]EOQ2VF:5\'?A% M\0/VF?%VD^/K'69]3\0^*M`^-OP\_:/^''@/1[;0A]ANM(\0>#='_:6UV[\8 MW^J7;Z9J.J>!=%D\/O>VOBR_A\+_`*U44`?#'P4^!WQ.A^*GPE^*7Q4L?#>@ M:E\#?V7M7_9NTFR\.:K-K=MXPUGQEXF^%FO>/_'-K*\=J^C^%ID^"O@J+PEI M&J0MXC1]8\0IK,%BNGV$VJ_<]%%`'@/Q$_9P^`GCF\\1>+_&/P@^'OB;Q1J> MGS'4-?UOPOI>H:K>&STC[!:&XO;B!YI3;6=M;VT!9B8H88T0@(N/P/\`^".' M[#O[,'[;?_!"O_@G%X5_:2^&G_"./AAXJ\&^,-'OFLY/)=K36EAE$<#2P2-;P-'_2WK7_`""-4_[! MU_\`^DDU?BM_P;A?\H4?V"?^R;^-O_5U_%"@#Q[XC_\`!N1^S7\4M"\+>!?B M)^U7^W[\8_A/I?Q-\*^,O$GPB^/W[6OQ9^*/P_UKP=H#ZCP\0>! MVT3_`(2&];0`WC#5YO%NN>'M-T.6T\-1Z9J&KW&LVWZ8?!;_`()W_LW?!+X1 M:]\!O#'@GP_IGPCG^+V@_%7P=X.\">%O#GP6C\$IX,UWP9XJ\#>%_P"W?@M8 M^!?$WCRVT#Q+X+L]4U;Q/\2M9\6>,_B'!?:CH?Q)UWQ9X>N9-+?[MHH`Y>T\ M$^#]/2:/3_"^@Z?%<7M_J,\5AI5E913:AJEW+?ZG?216L,4;WFHWT\UY?73* M9[R[FEN;B22:1W:W_P`(QX>_Z`VG?^`L7_Q-;M%`'+W7@CP??/927OA?0+V3 M3+^#5=.>]TFQNVL-3MHYX;?4;(W,$OV2_@AN;F&&\M_+N8X;FXB258YY5?YJ MB^&GQ+^"^GV]E\/]-M?CMX'TK2?@WX,\-^"?B!XEU,?%RVO]1^*FJV?QG^*_ MC?\`:$\?^(O$]QX]L=`^&GB/2?$'A_P1=>%[37[N[^'NI:%:>*+R?QAI,.@? M7M%`'R7J7A/XA?&:RU3P_/X4U7X`>!-4MOCGX#\1ZK9>(+31?C_;:AH/C;3O M#GPD^*/PA\7>!=8\4>%O#GAKQMX6TWQ)XUC;Q`L?CG2K'7/!UG>:+HVJQ>)M M)M^IUO\`9L\"Q:CJ?BSX=6B?#SQQ?>+O%_Q-O+S1[G7+7PAXV^)WB7X8-\,+ M7Q'\9/!6BZUHEC\6-+TK2[3P[?P>'?$-VEK#JOAC0M8TV;3=%OA7\4M;@ATW3]`\):I-XLTCPC=7EHWC&'5X M[:^KZ&_#^CVWV/2-"\/Z#IFBZ+I-EYTMP+/3 M-*TRUM;#3[19IYI5M[2WAA$LLLFPR2.S=K10!A?\(QX>_P"@-IW_`("Q?_$T M?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG? M^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10 M!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@ M-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T M?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX=_P"@+IW_`("Q?_$T?\(QX>_Z`VG? M^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10 M!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@ M-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T M?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG? M^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10 M!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@ M-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T M?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG? M^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10 M!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@ M-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T M?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG? M^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10 M!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@ M-IW_`("Q?_$T?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T M?\(QX>_Z`VG?^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$T?\(QX>_Z`VG? M^`L7_P`36[10!A?\(QX>_P"@-IW_`("Q?_$U)#X>T.WECG@TFQBFA=9(I8[> M-7C=3E71@,JP/0BMFB@`HHHH`*\X^,/_`"2CXF?]D^\;?^HMJU>CUYQ\8?\` MDE'Q,_[)]XV_]1;5J`/\$ZBBB@#_`&LO^")G_*)'_@G1_P!F@_!'_P!0^RK] M1J_+G_@B9_RB1_X)T?\`9H/P1_\`4/LJ_4:@`HHHH`**YF]\9^$=-\3Z1X*U M#Q/H%CXP\0:;J6LZ%X7N]8T^V\0ZSI.C7&G6FK:EI6C37":AJ%CIEUJ^EV]_ M=6EO-#:S:A9Q3.KSH#'_`,)UX*'BP>`SXN\,?\)N=/\`[6'@_P#X2#1_^$I. ME[2_]I#P[]M_MDV&T%OM@L3;8!/FX!-`'5450T_5=,U5;E],U"QU%+*\N-.O M&L;NWNUM;^U8)=6-RUO)((+RV4444`%%%%`!1110`4444`%%%%`!111 M0`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%` M!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!1110`4444`%>AS110!_/K^U)%HOPM_X* M`_\`"S;=/`W[4'PO^+-QH'@GXW?`/5Y+.S^.GP&^)=EXV_8I\"^#O&/P!U&" MUN]0\9!?M_PE^([?!'5HO"VJ:<(/B-\3_AAX_P!0U?7KKP+?])\;/!_BOP;\ M9?VCOB1^RYXR^'G[27Q+^.O[.G[7WV7Q!9^"/A+J_P"T?^S-\1_"GPVU6;X7 MVO@OXY?"SPYI/C*_^#6H^---TKX1V'PO^*$^O>+M'\6Q>$+OPQXON++0O$F@ M#]O+GP+X,O/%NF^/;OPIXQM3(A\I15S1O"WAKPY)JDWA_P_HFARZWJ$VK:S M)H^DZ?I4ECD`_.W]GPZ"?VIO" M:_`673G^`B_L*?#]_&!\.%VT23QI/\0+1O@M-J9C(M?^$N;X?I\47U1KQ?\` MA)I-*DTEM;;[.-(!_3"LS2]%TC1([J+1]+T[2X[Z]N=2O(].L;6Q2[U&\?S+ MN_N4M(H5N+VZ*/A/XZ\3>(;19=/2WO'O=9TGXT>%=+OF>]:XN+80>'[`0VS06TOVB M:*2[F_GE^%7_``3P_P""B_[`^F?L<_L._L__`/!7_P`2^'?@[KH^+?A3PO9S M?L*?LR:W/X&LO!_A3Q'\7IS97WBZY\3^(==36_$-_J5LP\0>(KJZL+2[18[N M3[/&I_J-KC]<\`^$/$GB?P9XRUO0K34/$WP]N=>N_!NKS/)]$F\.: M]+9K%/'`[:EHEQ-I\_VF&X587+0B*7$@`/R/_P"&'/\`@KA_TG)\6?\`BN;] MC?\`^-4?\,.?\%Z)^P[_P5P=$; M_A^1XL&Y5;'_``[G_8WXW`''^I[9K]<_%_@'PAX\7PVOB[0[37%\(^+M`\>> M'!=MF3SRR0+/YMLS.PF@E&`.N`"@*!@```>@ M`P!^5`'XP?\`##G_``5P_P"DY/BS_P`5S?L;_P#QJC_AAS_@KA_TG)\6?^*Y MOV-__C5?M!10!^+_`/PPY_P5P_Z3D^+/_%)/%-U\,?`NN^,K?P[=_P#! M/7]C[3+769=&MQ.NGSZA;6-W/:17'*O/%;R/&!N56/RG^A"N2\=^!?"?Q-\' M>)/A_P".M$M?$?@_Q?I%WH7B/0KYKA+35=)OX_*N[&X:TGMKE8IT^5S!<0R` M?==3S0!^18_8=_X*WG./^"Y/BS`9U'_&N?\`8W.0KLH.?(7.0,_=7Z#I2_\` M##G_``5P_P"DY/BS_P`5S?L;_P#QJOV?``Z>I/XDDG\R2:6@#\7_`/AAS_@K MA_TG)\6?^*YOV-__`(U1_P`,.?\`!7#_`*3D^+/_`!7-^QO_`/&J_:"B@#\7 M_P#AAS_@KA_TG)\6?^*YOV-__C5'_##G_!7#_I.3XL_\5S?L;_\`QJOV@HH` M_%__`(8<_P""N'_2V\EK=0.49'"302R1,4=6"L=K*<$9?A+PIX>\">%?#7@GPEI=OHGA; MP?H&C>%O#>C6K3-:Z3H'A[3;71]&TRW:XEGN&@L--LK6TA:>:68QPJ999'W. M0#\@/^&'/^"N'_2/CW\)M)^)=U_P6I\2>&)]2\2_$SP\^CVO_!/;]C[ M4X(5^'WQ4\;_``XANEN[BPM)6?5;?PC%J\T)B*VL]_+:Q22Q0I(WNG_##G_! M7#_I.3XL_P#%'?#EI?Z]JEOI5DU MR]O%?^)_$.J^*M>N5:ZGN)O,U+Q!KFJZI.&E*">]E6)8X1'$G74`?B__`,,. M?\%+=0\=^+);5[EFUOQ;JN MGZ1I6H:W="XGF5;JZT_0M)M9%MQ!;B.QB*0*YD9P#KQG`R>1?S^&O&?C. M'XF_#^7PA\.=3\2:)\0/%,?C+PZ_ASP/K'@UE3Q?I7B[7%U$Z7X//` M?BO1O&?A?[3I-R++5+%-6\-7>J6TNIZ??$:?>:5&S:G;Z@18RVBW;+"WYG?L MK?$;X.?"3X3_`/!0_P"(OQSU70M%^%GA;_@HQ^TEXIUS4=>)([*YT(V%A>O>:M#%:!IHNN_9K\8?L_?'7Q!X MWUG]GOQCHOCM?C=^U`OQS_:`U/P;H^OZ=X0TN]^%/PX^&6C^&?#UO=:[H>@V MFMZO.OA'X'Q^+]5LK::?7-1U#Q#>:A(D$UC:1`'Z"^"_CY\#_B/XX\=?#/X? M_>-_B+\,)XK;XC^`_"?CSPOXA\8^!)YKJ>QBC\7>&M)U2[UCP\SW]I>: M>IU2SME_M"SO-/9EO;2YMXNI\.?$/P%XPT75?$GA+QIX5\4>']"U;Q+H&M:W MX=\0:5K>DZ5KO@W4+O2?%VBW^HZ9=W5G:ZMX7U:POM+\0Z?-,EWHVI65W8:C M%;W=M-"GP/\`#\7?C']N_0?BM\-+GX5_$?X$M^RY\4OAF-<\.>`[KPYXT^`G MC31OC!\-[^\\%7/CB#5?[.\5Z3\9]1L];U+5O`^I^%M&UKP-JOP?LM9L;M]/ M\4:BE_Y#^R0S:Q\!/VB?`&D2/Y_Q:_X*6_MS>!A)8*H,'@_Q?^T[\2_%GBO6 M8I`%6.WNOA/:^(=7T74$S!?G4-(NK2>6.]MI9`#]&='_`&E?V?-?^).G_!K2 M/C9\++WXP:KX:M/&%A\)T\=>&X_B;<>&+[1K7Q%;:VO@"?48O%BV+:!?66M2 M/)I"/;Z5>6NH7,<-G<13-W.C?$?P#XAUK7_#FA>,O#.KZ]X6:Y3Q%I&G:UI] MW?Z,UCQZ19>);>W^,_%/PG^-7C[]DO\`9U^" MWPLTWQ#;?'CX+?L5_MA?#W]H&TBTJ:WU5/B%XG^"#?#S4_"FJ7-Q=6Y?Q#\: MOC@+'QYX-E6\N)/%=AI$?Q%LYYM,AL]5E`/W?LOC/\)M2\,:MXST_P"(_@N] M\*:%/;6VK^(;7Q'I4^DZ?<7[6R:;#<7L=RT*R:LU[8_V,H9CK0OK$Z3]M6]M M3-UOA?Q5X:\;:'8^)O"&O:3XF\/:E]I%CK.AW]MJ>FW3V=W/87L45W:22PF> MQO[6ZL+ZW+">ROK6YLKJ.&ZMYH4_(OQ_\.K_`..W[11^-OP>\&/A!\0M4T M+5['2%.N?#/QIXF\(3C3M5UOPAJO@M_M+]CWP)XV\,Z;\>?'/C73$\-GX[_M M%^-OC%X7\&_8KG2[GPKX0O\`PG\/_`>DG4=(NR9]&UGQS^',NGP?$#1;#Q%I%YJO@>?5](7Q!I4'B^PM[R2Y\-3ZEH+IK=C#K,=E+=:1 M)'J<*-921SMV%?D]\'=9\#>'?VP/^"M^O_$>ZT>R^'EE:?LP:OXTN]<@$VB/ MX4T7]F"2T\73:G$8)EU+3[.VMKC3=7MTAO"2C:5-"\S"U8`^_OAC^T/\!?C5 MH?B7Q-\'OC/\+/BKX>\&7]SI7BW6OASX^\+>-=,\,ZG9VG]H7&GZ]>>'-4U& M'2+Q-.*ZBMO?O!)+ITD5_")+26.9H=`_:/\`@#XH^(Z?!W0/C1\+]4^+K^%; M/QP?A3;>./#O_"S(O"-]8V&I6_B&Y\`R:A'XKM=+.GZMI-[-*-"A\+_``+\'7OQ0UVWN_%=]J_AGP_82^-+WPOXD^,AM[>5[C4]!TV+PSX= MMECM])N;FY]A^(<,_C;]LW]E77?A'/\`"CQ[X1^#GQ*^./A?XT>`_P#A`;J' MQ[\&/$WB;X)^,+=_C9I7Q%L-5L8M"OOM#:)\*=1\&:WX:U'3_'^C?%:?7-+U M4ZCX5M;NU`/T!T'QSX+\4ZKXMT+PSXM\->(=;\!:U;^&_'&D:)KFF:KJ7@[Q M#=Z1I_B"UT'Q196%U<7&@:S<:#JVE:U#I>JQVE])I.IZ=J*VYM+VVFE\RO?V MG_V<]+\9>!_ASJ_QS^%&B?$+XF27,7PZ\":]X]\-:'XS\=O:ZOJFA/\`\(AX M7U?4;+7/$2S:MHFL65C)I5C=1ZI+I=^=+:]2UF9?A+X1>);[PS\>?^"NFI>% MA%+XGU+]HK]GS2O!D4"HZ77BWQ/^QA^S-\.=`NR0ICGM++QXMQ8:M=IYJ6ES MH6M6ER\=SIEY%!C?M/\`Q2_8%\+7?A;]BKXI?$CP7X>\36OB?]FKQ#XMT*;P MSXLU;Q_KLOPP\3^#O%'P:TS2KOPMX9U!KOQMXBU[P7X8L[:YCU1=8\-:%J%U MJ%D+/4=8T:68`_4J+XB>!)O&%Q\/X?&'AN7QM:0"XN?"L>LV#:]!&;.'4?WN MF"!?$6DZ/IWB'5-!\82VUY)%X:UG3=`U?2M;U'3-9>RO;'2 M=2L-1NX8;2[@E?\`)G2O"7CJ:7X>?":PMM5MOCEX;_X*I_%'X\^-+X:5<6LR M?`_4?BA\7O'UKX^N+^29X_\`A#/$?[.OBWPO\&='U=+R>WN=:U#_`(5S:H]] MH^J:;I_$:GX8\1^-?`'_``6)\.^`K&[UK4IOV_\`X5^+]7\.:#:O?:MXL^&O MA7X!_L#:C\7-#TK2;9HI_$$_BSPCX$^*/@F/3K3[0^NZ[;ZMX9C2ZU**\L%` M/VG\(^-O"/CW2CKG@OQ)HOBC2!HVVHVL=W%'#.]K+);2/Y-P+>YM MKGR)A'*UK=6MTJ&WN8)9.HKXB^`*W?BC]J3]J[XN>&GDO/@[XU\(_LT^&?"F MM01^3HOBGXB>!='^*US\2/$VB.64ZM!'X;\8_"CP7?ZTD/E'5/!UWX=-Q)=> M&;JVLOMV@`HHHH`****`.6/CCP6/&B_#@^+?#(^(+>&&\:KX&_MW2_\`A,#X M.358M";Q7_PC0NO[9'AL:W/%H_\`;C60TPZI(M@MRUUF(<3X*_:"^!/Q(\=> M-/AA\/OC-\+/''Q(^'+%?'_@'PEX_P#"OB+QEX**WK::Y\4^&M(U6[UC0T34 MTDTR234+.".'4XIM.F:.^BDMU^,=6,"?\%=?!$S&-2?^"=OQ/L))BH4_:)/V MF_A-J5G9O/M`\]["SU34+:U:3SC:6M_>11F""XE3QC3/VG/V)OBE\?=)\1_L M_P#CWP-XJ^,GP`^#7QL^&/P0\`^!_"GBVSO9M2^(/B;P'IWB^?6[S_A%],T& MT\&1^,/!_@32M"@EU"32-9O=7U'Q/&;^ZN/#>!=>\>>&M#\8^.]0T+6M6\.ZG:^#O#.K:C9ZUXED@ MUK0=:T^(Z/97B7T^E:@-/:[6UF9.]'Q%\!GQ@WP^'C#PV?&ZVZW3>%!K-@=> M6%[-M20MI@G^U"1]-1M36W,8N&TQ6U(0FP!N!^;W[5'A62/PM\$?@G\%;OX8 M>/?B5\(/C+^R#XU\?_!3QQX$?7/$7Q;\$>%_BIX9DM?$L'BNUU?1;[X>ZQX& MFT[7/C)I7Q'6W\5Z3IVO^##H7B73AHVO:I;77DNM:3XJT'3/$G@758M4M/B_ MH7_!4F;]IG5]6.FW,D\'[.6B?$^+XL7?Q!CU(.XF\(K^RIILOP,75K6=XY?$ MZGX60V[:NPT<@'Z=?$;]IW]G3X/M`OQ:^.?PG^%PO/%3>"+"3XC>/O#/@>#4 MO%J:;HFKS:!I=QXHU+2[?4]2M]/\2:%/=PV$MPMFVJV4%V\%S,L->@ZO\1?` M>@>(]%\(:WXP\-Z3XI\1)"^B>']0UFPM-7U-+FY:RM'M+":=+B5;V^1[&Q;8 M!?WTWFGZS/J^H^ M#-$^#'P_\"_#B33M0UU;74H-1^$/Q6T3Q3\5/'"ZLNE:KX$T_P`0P^-M?@T\ M:L+R4`_;>T\<^"]0\7ZU\/['Q;X:O?'?AO1=#\2>(?!EIKNF7/BK0O#WB:YU M2S\.:YK/A^&Z?5=+TC7[O0]:M=$U&^M(+35;C1]4BL99WL+H1)X3\<^"_'EM MJU[X(\6^&?&%GH7B/7/"&MW?A?7=+U^UTCQ7X8O6TWQ)X9U*XTJZNX;+7_#^ MHH^GZWI%P\=_I5\DEG?V]OU/\`P57_`&BO(,'FS_L!?LD6;^5M M+SZAI7[07[9E]?VK2(/WMYIVF>(_#=Y=6Q9KBQL-=T6>:.*WU.Q>?._X)J-$ M=!_;(\HILE_X*+?MGW\6P!5EM-5^)PO[&]CPJB6VU*WD^V6EVFZ&]AD^TP2R MHV\@'Z4T444`%%%%`!7*ZCXZ\%:1XK\.^!-5\7>&=-\;>+]/U[5O"OA"_P!= MTNT\3^)-*\++8MXFU/0=`GNDU75M.\/+JFF'7+ZQM)[72O[2L!?30->VHEZJ MOS4_:):,?\%)?^"=$F4W0?#G]NB!WP"8'U7PA\"QI\,D@!$)U*72;\6<4C(; MZ33;H6ZS-9S"(`^R]*_:#^!&N?%;6?@5HOQG^%>K?&KP[ITNKZ_\)-.^('A2 M]^).C:5`MJ]SJ.I>";?59/$=I9VJ7^GO>3S:^$M+\<^.O#G@^^\6>-[:33+>?POX6M_ M$6H::_B+68KW6=)TUK/1Q>O_`&MJ5GI&?[4N([-OS]\9_M/?L&^+OVF_ASX9 MTGXB^#;[XF_LK>/_`([>-O#W@3PAX6\2OXRU?XTW_P`,_B'X7^(=O#J]EX27 M3(M`C\*>)?'UQXKU3^W9=*\5^,KC2I-1NG?PRIU"3]L3PEK%Q^R1X@^!?A*^ M^%>O?M/>)?`%E\3-9^$'Q(\"77CV']HG?\0#XV\;?""-=*U?PWJ^DZ9X^^(. MH:EX7MO&6CZI>WOPR.IVWC)M+6UTYIV`/U'NO''@RR\8:3\/;SQ;X:M?'FOZ M#K/BG0_!5QKFF0^+-8\,^';S2].\0>(=,\.R72ZO?:'H>H:YHMAJ^KVUG)I^ MG7NKZ7:7=Q%<7]K'+Y_\3OVC?@'\%-/U36/C%\9/AK\*=%T6_P!$TG5-=^)' MC/0?!&A6>J^([*^U+1=+DUOQ+>Z9I;:E?:9IM_JB6$5W)=PZ9:RZEZ94VB\@\ M->*KO3HYC%]N@T#7;NTB>+3-0:VROB%^T=^S[^SU\.M&^+'[0'BSP/X'\#].MO'%O#>>#[JZ\1Z1':^)K M&X6Q>#4-#N3=^1J6FRC5=*$>IVLDFGL^JZ7&+HR:E8I<;#^-_!L?C.U^',GB MOPVGQ`O?#%]XUM/`[:WIJ^+[GP=IFJZ?H6H^*X/#9N?[8D\-V.MZKIFCW>N+ M9G3+?5-1LM/DN5N[F*%OQ!\->$_AAX#^%GQ)T/X4IK/COX$_$7_@EE\+/@-^ MQYJ$7@_7XY?'U]X*G_:/T+Q;X)\,Z?JMI;72>)_B)>?$#X0>(M'\.BQTN#6/ M#<$&H:/$?"G@JXN='^B?!NE>(/"W_!0;]C?0?B'J\&K>/O#_`/P2S^.GA/QW MKTDZR2:MXVMOC%^Q?)J,LE\S-YUSK-WX9\8ZW8QM.TUW::7K>HVPE@L+^>$` M^_O`_P"T'\"?B9XW\:?#7X=?&;X6>._B'\.'\OQ_X%\'^/\`PKXD\7^"G%Y) MIQ'BGPYH^JWFKZ&JZE#/IKR:C:01QZG;W&G2.E];S6Z>OU^4_P`%/CQ^PM^T M%^U[X#NO@O\`$7P/KWQ`^"?PE^,/PR^'7A'P/X5\6Z=>V?AGQ1XE\"ZC\5M5 MUR__`.$6TK0['PE8ZC\.O".G>%+2;4'TK5M2U.^\06WVR\U/0)%_5B@`HHHH M`****`.6\1^.?!?@^]\*Z;XK\6^&O#6H>.?$,7A'P78Z_KNF:1>>+O%4VGW^ MK1>&O#-KJ%U;W&O:])I6E:IJB:1I4=W?G3M-U"^,`M;.YFCXC6/V@_@1X?\` MBGX>^!NN_&?X5Z+\9_%EI]O\+_"C5?B!X4T_XC>(K/[/N<'R+:.[U?3K"6[+_:5^/_`.PK MKGQI\&?LT?$+XF>!M"^)>@?M#?`3XO>)_#MKX7\2:EXXU/XL>"-7\*^+/@YI M^CZAHGA+4HF\17&LZ3X.3Q#K$.LK>:%X%L[GPK=_9[37[@Z8`?=OQ._:2^`' MP3L=1U7XR?&?X8_"?1])U+1-&U#7/B5XUT#P-H5MJ_B*SN-1T?2GUOQ/?:9I M3:E>:;:7.IBQCO'N8--B.HW<5O9,EPW>:G\0O`>BW_@G2M8\:>%-+U/XE:A- MI/P\T[4/$6D6=]X[U2VT&^\4W&G>#K2>\2X\37UOX9TO4O$,]MHL=[+#H>GW MNK2*MA:S3I\(?%&2RUK]GCQU93_$'P5\*?C1^U3HOQAUGX::]\2/`*_%*VAL MM>\-6MAI'AH>!H[[0I?%#?\`"I]*\$Z5J_@VSURPU'79([J/3[>]NX1%'XWX M[L=6T31?^"'FF>,_`GA_X3^,="^/7@6W\3?#'0)+NXT3X87\/_!.G]J#PIJ_ M@S1;K4IKO45\.^&/%NLZ%X'T^[O[N5YKJZ\/Z9=7EUJFH6GVH`_3;XA?&CX3 M?"73]7UCXH_$7P=\/-%\/Z'!XDUW7?&NOZ=X9T'1M$NM8@\/V5_JNMZQ/::5 M81ZAK=Q#I6FQW5Y%<:G?LUKI\-S+'(J5H/CK\%[OP'X8^*5C\5OAWJ7PV\:I M!+X.\>Z7XR\/ZIX/\5PW,%U=0S^&_$6GZAS MO%:V-W-#\O?$'XX?`[X*Z5X]_:4_:(U_0?#/A>Z^*^E?#GX7:GXIMKO4(H[W MX>6WB7PEH3:3'IFCZS?:;G>&=1.JSSI91-*_R/^SQ? M_`SPYXY_9X^-_P`-/%>E^*?V:+[P]^WXVN>.]!\&>)]+^'VF?M._'7XY?"3X MR^)9=#MM5TFQGL-%U>RTGXP>`?`T]GI1MM3U*TN?"EI<77BSQ;-9ZL`?L!?_ M`!`\"Z5K'@KP]J?C/PKIVO\`Q(DU.+X>Z'>^(=)MM7\>)3I/ARVGU[4SHT-ZMAHT,FIW316:^<>3TWX^_`[6?BOK'P(TCXQ?"_4_C M7X>T<^(==^$=AX]\+W?Q*TC0D-H)=7U'P1!JC^)+338/[0TTW-W-IRPVHU/3 M&N6B74;)I_R'\#^#_&OP[N?^"&?A/XI0W6G>-/#?Q+^/AU'2]:A%MJWA+P_K M?['/[2=MX-\*:K$[2C3)O#>G>(?!'@":T:<0Q:]#I^A1,]Y):6[_`%3XUAN? M'G[<'[,7B?X67'PH^('@7X4>*?VC/!?QB\*+X"O8?'WP.\:^(?AEK,MY\8=. M^(=CJ]G'IU]KNM6>B_"?6_`^N>&KRV\;:?\`$N3QAI.KRW7A*2ZC`/TJHHHH M`****`"N6\:>.?!?PX\.WOB_X@^+?#7@?PIILNGP:AXE\7:[I?AO0;&?5M1M M=(TJ"[U?6+JSL()]3U:^LM+T^&2=9;[4;RUL;5)KJXAB?J:_-;_@KS'Y_P#P M3U_:$MQ'YTL]I\-UMH%B:>6:XB^,GPYNHU@@19))9XTMI+E%B1I$6!Y@`L3. MH!]D_$W]H/X$?!;4O".C_%_XS_"OX6ZMX_U,:+X'TWXA_$#PIX,OO%VK--?7MC8+#8I,S:A?V%B/]+OK2&;8^(/QA^%GPHT[4]8^) MOQ!\(?#_`$71?#]SXJUG7/&6O:?X;T+1_#]IJNEZ%)JFK:UJT]KI>FVSZUK6 MEZ5:B\NX9;Z_O([2PBN9UE2/X#_X*!?'K]B3P[X3\9_L_?M%?$SX=^!]8_:+ M^#^K>$O$]WX@\.ZSX@U.7X':W?:QI&L75A+HGAG7X[F^8:GK[^!-*N[B&-_$ M^#/B?QWI%Q=6 M&CIX1L[W3/#.L3VVO?9K^VU"\^)7B/QA;E]9O-(N;J/2M*M]0U&TN9`$`/?H M/CE\%[KX<^'?C!:_%OX9W/PG\7-X=C\*?$RW\=^%YO`'B:3QAJUIH'A./P_X MOCU1M`UF3Q/KM_8Z+X?BTZ_N9=9U:\M=-T^.XO9XX&ZCQ3XY\'^"((+KQ?XD MT;PU93V^MWGV_6[^WTW3K>P\-:'J'B7Q#J5_J%V\5CIFEZ)H.E7^J:IJFHW% MKI]C:V[-.O`G_!(Z3P;\3=!\&Z1XIT?]K/X:SKJO@7PE M>^`?#GQ,TD_\%/O!/C>S^-MA\-[_`%'7;SP%=?%CPT;KXQ^(?"L6K:C8>&Y] M8UF[TV>S\.V]K#8_II\5/&GPP\/:[\6_BQ\<+_2=,^"7P#\`6&B:WJGB+2FU M;01K'B[4=!\>>*;F33(++4;K6I;+2].^$]EH]M8V%]=7FI:O?:;:6\EQ,T4@ M!Z]X+_:+^`?Q'^'=]\6_A[\:/A;XZ^%^F:C//#/B;P?8ZU:7-I M9W.BW>OZ-J5[IUOK4%Y?V%G)H\TZ:G]KO[&U6T:>]M8YNGOOBM\,=+\-Z!XQ MU3XA>"M,\*>*M=T#POX:\1ZEXGT6PT77_$WBO68?#GAGPYHVI7=[#:ZEX@\0 M>(9X=!T;1+.2;5-2UJ5-*M;22_)MQ^->@>+?V>_C)X[L_P!ISX#^,M*^(?A] M_P!O'X._%3]K*\\':#XKB\+^&?#>A?LU_$7X*?"*ZUN?6-(T2RUF]\%^)I/A M/\0_B)XE@MM0?PTMO;ZWJMQ9^%_"6@W\57XUZ/K>F?LP_$OQ5KRRV?@[XC_\ M%A/V4_BI\';75+?[&T/PSC_;9_97N=;\3:?93%I[+1?$&N>$/BG\68M2>&U6 MY\*:[<^,KD1:9>SWK`'[:^*O&_@[P-;Z/=^,_%/A_P`*VWB'Q/X<\$Z#/XAU MBPT>+6?&'B_5(-$\*^%]+>_G@&H>(/$>L7,&F:)I%IYM_J5],EM:02R'`P/C M!S\)_B9C_HGWC;_U%M6K\?\`_@IO>_M,WOC;X*3:-^SBWQ`\`>"OVXOV"M1^ M%_B/3/BMX:L_/N[;XX>!]:\5ZMJGA&?0Y=6\/:IJ>I2W/@9_$%_'?"& MGS:ZMQ:VWB+Q!;5^OGQ<+'X1_$@LNQC\.O&99,AMK'PIJI*[AP=IR,C@XR.M M`'^"E1110!_M9?\`!$S_`)1(_P#!.C_LT'X(_P#J'V5?J-7Y<_\`!$S_`)1( M_P#!.C_LT'X(_P#J'V5>M_\`!2?]M-_^">_[&_Q2_:QB^&,GQCN/AUJOPMT6 MR^'$7C&'P`WB34/BC\6O`_PGTV(^+KCP[XKAT:.QO_&UMJP('M0 MJ!>F2?5F9CVXRQ)QQTZ5^-O_``V'_P`%B_\`I#7\*?\`Q:9\,O\`Z&RC_AL/ M_@L7_P!(:_A3_P"+3/AE_P#0V4`?LF%`Z9_$EORR3C\/0>@H"@>IY)Y).">N M,DX'/0<#L!7XV?\`#8?_``6+_P"D-?PI_P#%IGPR_P#H;*/^&P_^"Q?_`$AK M^%/_`(M,^&7_`-#90!^R6P;MV7SG/^L?;_WSNVX]L8I0H&>.N>I)&#U`!R`# MW`P#QZ"OQL_X;#_X+%_](:_A3_XM,^&7_P!#91_PV'_P6+_Z0U_"G_Q:9\,O M_H;*`/V3V@9Z\]3DY_/.?U[GUI0`.`,#T%?C7_PV'_P6+_Z0U_"G_P`6F?#+ M_P"ALH_X;#_X+%_](:_A3_XM,^&7_P!#90!^RE%?C7_PV'_P6+_Z0U_"G_Q: M9\,O_H;*/^&P_P#@L7_TAK^%/_BTSX9?_0V4`?LI17XU_P##8?\`P6+_`.D- M?PI_\6F?#+_Z&RC_`(;#_P""Q?\`TAK^%/\`XM,^&7_T-E`'[*4F!SUYZ\GT MQQS\O_`<<\]>:_&S_AL/_@L7_P!(:_A3_P"+3/AE_P#0V4?\-A_\%B_^D-?P MI_\`%IGPR_\`H;*`/V15%4Y&XG_:=WQU'&YCCKSCKWIP4`YYSDGEF(!/H"2! MZ<`8&0.#7XV?\-A_\%B_^D-?PI_\6F?#+_Z&RC_AL/\`X+%_](:_A3_XM,^& M7_T-E`'[)X'/?)!Y).",8P"<#IVP,Y)Y)II0$Y)?/'21P./]D,%^O'/>OQN_ MX;#_`."Q?_2&OX4_^+3/AE_]#91_PV'_`,%B_P#I#7\*?_%IGPR_^ALH`_9/ M:,Y[_4XSTR!G`..X&>OJ:,#GJP'&3P..@P,\]237XV?\-A_P#!8O\` MZ0U_"G_Q:9\,O_H;*/\`AL/_`(+%_P#2&OX4_P#BTSX9?_0V4`?LF`!T_4DG M\SDTM?C7_P`-A_\`!8O_`*0U_"G_`,6F?#+_`.ALH_X;#_X+%_\`2&OX4_\` MBTSX9?\`T-E`'[*45^-?_#8?_!8O_I#7\*?_`!:9\,O_`*&RC_AL/_@L7_TA MK^%/_BTSX9?_`$-E`'[*45^-?_#8?_!8O_I#7\*?_%IGPR_^ALH_X;#_`."Q M?_2&OX4_^+3/AE_]#90!^R>.<\YQCJV<4T1J#GYC_O.[#.<@@,Q M`(/0@9':OQN_X;#_`."Q?_2&OX4_^+3/AE_]#91_PV'_`,%B_P#I#7\*?_%I MGPR_^ALH`_9/:,YYSQQN;''3Y<[<^^,YP>H%(54YR.O49./RSC/OC-?C;_PV M'_P6+_Z0U_"G_P`6F?#+_P"ALH_X;#_X+%_](:_A3_XM,^&7_P!#90!^R3(& MQDL,<#:[H/R5@#^-&T<=>,#J><=,\_-]3DU^-O\`PV'_`,%B_P#I#7\*?_%I MGPR_^ALH_P"&P_\`@L7_`-(:_A3_`.+3/AE_]#90!^R>.<\YQCJ<<9[9QGGD MXR>`3@"@#&>O))Y)/7ZDX'L.!V%?C9_PV'_P6+_Z0U_"G_Q:9\,O_H;*/^&P M_P#@L7_TAK^%/_BTSX9?_0V4`?LI17XU_P##8?\`P6+_`.D-?PI_\6F?#+_Z M&RC_`(;#_P""Q?\`TAK^%/\`XM,^&7_T-E`'[*45^-?_``V'_P`%B_\`I#7\ M*?\`Q:9\,O\`Z&RC_AL/_@L7_P!(:_A3_P"+3/AE_P#0V4`?LI28Y!YXSW.. M?49P?;(..U?C9_PV'_P6+_Z0U_"G_P`6F?#+_P"ALH_X;#_X+%_](:_A3_XM M,^&7_P!#90!^R/EKDD[CG.09'*\_[);;CT&,#MC`IQ4$Y.>F,9.,>ZYVG\1[ M5^-G_#8?_!8O_I#7\*?_`!:9\,O_`*&RC_AL/_@L7_TAK^%/_BTSX9?_`$-E M`'[)D`G//`(ZG'.,Y&<'IQD''.,9-(4!`'S`#IM=T_\`06&?QS7XV_\`#8?_ M``6+_P"D-?PI_P#%IGPR_P#H;*/^&P_^"Q?_`$AK^%/_`(M,^&7_`-#90!^R M6T<#DX&.68Y'HQ)RW_`LY_&EQSGG.".IQSCMG&>.N,CD`X)K\;/^&P_^"Q?_ M`$AK^%/_`(M,^&7_`-#91_PV'_P6+_Z0U_"G_P`6F?#+_P"ALH`_9((%.07S M[R.P_)F(_2G5^-?_``V'_P`%B_\`I#7\*?\`Q:9\,O\`Z&RC_AL/_@L7_P!( M:_A3_P"+3/AE_P#0V4`?LI17XU_\-A_\%B_^D-?PI_\`%IGPR_\`H;*/^&P_ M^"Q?_2&OX4_^+3/AE_\`0V4`?LI17XU_\-A_\%B_^D-?PI_\6F?#+_Z&RC_A ML/\`X+%_](:_A3_XM,^&7_T-E`'[)D9QUX.>"1^>",CV.1[4THI.XEL\<;W" M\?[(;;CU&,'G._=2#WZ9Q1L``'S<<@EF)Y_VB2WX9Q7XV_\`#8?_``6+_P"D M-?PI_P#%IGPR_P#H;*/^&P_^"Q?_`$AK^%/_`(M,^&7_`-#90!^R>!QVQT`) M`Z8Y`P",=`<@'!'(%`4`YYZYY).#[`D@?ACCBOQL_P"&P_\`@L7_`-(:_A3_ M`.+3/AE_]#91_P`-A_\`!8O_`*0U_"G_`,6F?#+_`.ALH`_92BOQK_X;#_X+ M%_\`2&OX4_\`BTSX9?\`T-E'_#8?_!8O_I#7\*?_`!:9\,O_`*&R@#]E**_& MO_AL/_@L7_TAK^%/_BTSX9?_`$-E'_#8?_!8O_I#7\*?_%IGPR_^ALH`_92D M(R,'/X$@_F""/P-?C9_PV'_P6+_Z0U_"G_Q:9\,O_H;*/^&P_P#@L7_TAK^% M/_BTSX9?_0V4`?LDR!CDEAV^5W4?DK`'ZGFC:,8Y`!S\I*\YSU4@G)Y/KWS7 MXV_\-A_\%B_^D-?PI_\`%IGPR_\`H;*/^&P_^"Q?_2&OX4_^+3/AE_\`0V4` M?LGM&,<@>Q(/7/4$'D]>>>"0H/!( MZ?3MZCH>]>-O_46U:OA;_@GU^WC\3_VO?%_[6?PM^-G[ M,UE^S!\6_P!D7XJ^#/A;XW\(:3\<-,^/.CZI>>-?AKI'Q,T_4M/\8:3X`^'] MFJPZ5K5G;S6L6GWJ>8V3=I,DUK%]T_&'_DE'Q,_[)]XV_P#46U:@#_!.HHHH M`_VLO^")G_*)'_@G1_V:#\$?_4/LJ^>?^#C_`/Y1"?M%?]E*_8Z_];1_9_KZ M&_X(F?\`*)'_`()T?]F@_!'_`-0^RKYY_P"#C_\`Y1"?M%?]E*_8Z_\`6T?V M?Z`/W)C^Z?\`?D_]&-3Z9']T_P"_)_Z,:GT`%%%%`!1110`4444`%%%%`!11 M10`444R62.&.2::1(HHD:2221U2.-$!9W=W(5$502S,0J@$D@"@!]%4#JNFJ M,MJ%BHW2+DWEL!NB,2RKDRXS&T\*R#.4,L08`R)NOT`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!1110`4444`%%49-3TZ&]33I;ZSCU"6W-U'8R74" M7DEJLJ0-SM))XD MN;I+95:Y:V@9A+.MNKHT[0HXA5T:4H&4D`M455EOK*"58)KNVBG,`1COGD=Z`%HJ!;FW M9/,6>%H]P0NLB,@*)F4/'$659'4LHDEBC M)4$!Y(T^\Z@@%FBJT5Y:3R/#!=6\TL8)BRC;*C MQMAU*BS0`454O]0L=*LKG4=3O+33["SB:>[O;ZY@L[2VA3[TMQ=7,D4$$2_Q M22R(B]V%6Z`"BBB@`HHHH`****`"F2?ZN3_<;_T$T^F2?ZN3_<;_`-!-`'XB M?\$T/^4B7_!='_L\#]G?_P!9`^&]?KO\8?\`DE'Q,_[)]XV_]1;5J_(C_@FA M_P`I$O\`@NC_`-G@?L[_`/K('PWK]=_C#_R2CXF?]D^\;?\`J+:M0!_@G444 M4`?[67_!$S_E$C_P3H_[-!^"/_J'V5?//_!Q_P#\HA/VBO\`LI7['7_K:/[/ M]?0W_!$S_E$C_P`$Z/\`LT'X(_\`J'V5?//_``OVFV_:L7X M7SG]C>#]GRX^,_\`;^@BVC_:8O/B38_#'_A%S6S\HZ M"D=_P<'_]`G_@C=_X4O[<'_S,4>=_P<'_`/0) M_P""-W_A2_MP?_,Q7[,T4`?C-YW_``<'_P#0)_X(W?\`A2_MP?\`S,4>=_P< M'_\`0)_X(W?^%+^W!_\`,Q7[,T4`?FS^SE)_P5[;XL:(/VMM/_X)O6_P-.FZ M_P#\)'+^SKK?[45[\5QK`TU_^$6&B6_Q-T.R\'-IK:QY8U]K^X6Z33=[:"[L[N)[:ZM+J&.XMKFWG4Q36]Q!*KQ3031LTI6=WIVH6T%[87UM-9WMG.6-P5=&96!!(H`_D!_9KT_QE=?L%_\`!O3;Z]X'^&$/@+_AO/X.OI6O6/B+ M5M4\9:A<7G@?]L&]SJWAB]\`Z;HEBNIOIVGWFJO:^,M8D&H:78S[;XK;RV7[ MR_"K]I_XN:AXN^)OP<^*>J?#'1_BK^SQX_\`B-XI^,6I1>'M6\+>!K_]EJX\ M.ZQXG_9]^)>DO?\`C'Q1J/AL?$#3+_0-*\3>);JZ\2Z?8>-/AG\?M$T_0%3P MS9?9/KBV_9L_9XLM`\#^%++X%?!^R\+_``QUW_A*?AKX;M/AMX.MM`^'GB;= M*_\`PD7@71H-&CT[PAKH:>Y9-7\/6VG:A&;JZ,=PINKCS-#P'\,)O#M]XS\0 M^,=?C\?>+_'$B:;J^OW?AW2=#C'@G1[WQ!-X.\$1:58&Y@DTGPY:^)=:,LMY M<74NL:OK.N:O/':+J0TZU`/Q0^(W[<'[5/B;0=>\%^&O'?@/PGK^E^.O^"// MC73OB3X=^'FH/IOB+X?_`+='[3VL_"OX@^'=&T#5?B!!K\?@QH/`QU/PGXB\ M4VW@WX@:GX)\2WFBZ_X:T75+BQ\2P_H%^P#\2/C)\2!^U_G^%I/#"^&O`GP_P!2T'1M"T".)O$6NQWEA;6CP2VLACMKT7,V MH7>HW>JW.I>?!]$V/[*'[+^F^&]1\':?^SI\#;'PGJ_AS1O!^J^&[/X4^!;; M0]1\)^'/$%QXL\.^&+[3(="2TNO#_A_Q3=W7B30]'GBDT_1]=N)M6TVWM;YS M/7J'ASX?^!/!^K^+O$'A/P9X6\,ZYX_U2RUSQSK&@:!I6CZGXQUK3M*M-#L- M7\3WVGVMO?^$B_X0+X+L4;5_B?_8O_``LR3Q), M/V@X!*NB?;SX%L_"7V>3X.71B'B+4O$1FA\=6>E:6L<[212_M5_V\!-8_L_# MPU_PL;XFH7BU7XF'7/\`A4Z>"[IO@]<")]&&G?\`"PKCXA"RA^)5F9AX8L_! MK75SX4O;[75BM'^B**`/G)I?VL?[$RMA^SS_`,)%_P`('\%V*-J_Q/\`[%_X M67)XDF'[0D`E&B?;SX&L_"7V>3X-W7E#Q#J7B(S0^.K/2M+5)VEBE_:L_MT" M:Q_9]_X1K_A8OQ.0O%JWQ,.N?\*H3P9=-\'+@1/HPT[_`(6%.[32M+5+AOHH M\*Q8[!-:O\`P7HE]X%^)O@&R^(/B^]T_2/BAX3U2:W3P_6_V@/^%U?M M:^$?VD?#?B72=!^!_P`?-<\\\3P>$-!AUR]\3&*V@7Q)?:E%8)WUV[DFU:VMX8[>WO(H46,_LG?LO:E9?$S3=0_9S^!E_IWQGU";5? MB]I]Y\)_`=U8?%'5+B^M=3N-3^(%E/H+VWB_4;G4[*RU.XO]=BOKNXU*SM-1 MFF>^MH;A`#\GOVO_``7?>/\`]O'_`()@Z-XC\)?!3]H+QIJ_[*G_``4LT3Q3 M;ZU$_@[X7>,O$ND:!^RMI=WM86/Q6UKP]H%AK^HZW9Z=9-)XHUWPS9ZEJ:+J M5SJRW9O?M3X=_LK_`!-\#_\`!.KX9_L>_$?]I.XUOXIZ/\&O!7PD\6_'?7M! MTWQN/%VIV$5HGB'2[KPY\2KZX'C7P[XET6VO_`5W9^*KZ3Q)X@\&3W,]_?V_ MB&YEU"W^M[#X$?!+2M4\`:YI?P@^&.FZU\*-!F\+?"[5[#P)X7L]3^&_ABXC MBAN?#G@*^MM+BN?!^A7<,$$-YI'AZ73M/O(K>WCNK>5((0G5>-?`/@7XDZ$_ MA?XB>"_"?CWPU+=V5_+X>\:>'-&\4Z'+>Z;.MUIUY)I.NV5_I[W5A))O"%[XB\5 M#P;XZ\._$D:9XB\3VW@W3?%,?C7@?Q7\2O%7[-_[07BOXRZK>S>.OAU_P38\ M!>._V7=>UG7-5_X2ZSU"]U[]JW_A%/B=X6>[6WU;_A9OB*_\)_L^VFI^(-/B MO/$NJ74/@BRO)9G\1QV^L?T!ZK\/O`>N^'M/\):WX+\)ZQX6TG["=+\-:KX< MT;4-`TXZ9$T&FFPT:[LIM-L_[.A9H;'[-:Q"TB9HH!'&S*;&K>"?!NOWN@:E MKGA/PUK.H^%)_M/A>_U70M*U&]\.7)-NQN-!NKRTFGT>'-#F\36UMC[/;>(9=*M)-F>V<$ MX=5_MO\`M(,OAZ>:T&EBQ8,;LW"C]+O"A\4'PQX=/C==!7QD="T?_A+%\*OJ M,GAE?$W]FVW]OKX=?6$CU9]"&K_;!I#ZG&FH-IPMFO46Z,JC?HH`_-O]HV3_ M`(*\+\6=8'[).G_\$X;CX&C2_#_]@R_M%ZU^U!9?%PP=25+G(K[<^#Y^+I^&'@0_'R/X<1?&8^&=+/Q,C^$,_B MBY^&*>,?(']M+X%G\:P6WBR7PT+G/]F/X@MX=5:'F[C63BO2**`/@3]JN3_@ MJ(OC[01^Q%8_L$W/PP/A*V/B9_VJ-7_:*T_QXOCK^V-6^UIH47PAT?4/#K^$ M_P"P/[#-M)J$J:R=8.K++$+);-F^G/@(?CTWPC\&']IZ+X10?'8V=_\`\+"B M^`]SXTN_A*FH?VSJ0TL>#;CXAVUGXRELSX>_LAK\ZY;13C63J2VX:Q6U=O7Z M*`/P]_X*F:=K-S^U]_P2OO?"7P5\#_M!>,;/XB?ML7.@?"+Q]KVD^$M!^(E[ MI'[#'QD?$3X9 M^(O"_P`,/VA?CNGP@AT35O&.JZI\-M<_9\\=>!'_`&>I/`'CJ?Q=J>E^$?"< M>C2745_IMMJ;_L7XD^%WPU\8^)O"/C3Q;\/_``7XG\8?#^YO+SP'XJ\0>&-% MUCQ'X)O-0@:TU&[\):UJ%E<:EX;N=1M'>SU"XT:YLIKZS=[2Z>6V=HCRVI?L MZ_`'6)-:EU7X)?"749?$GCW2/BIXBEO?AUX0N)->^)V@0K;:)\1=9>32&;5/ M'6E6BK9V'BZ],^OV]DJV::@+4>30!^5OPG_X*&?';QE\-_V5OBIXZTSP)X=\ M`_%+Q/IO@_XE?$3P/X/OO&GAGPOXGU/]K'Q/\!O#>F>-O!\/Q&E^(?PQ\+_% M70?#4>B_#?XKZ=8?$/P/I'Q=U"]M?B5)X:\)Z?92:G;\4?\`!1KXJ_#;Q+XG M\&?$7P[X=T?QAJGQ7^"'@#PAI,UIHVF^"8/`_P`;/C/X]^'?AGXZ^#_CDWCK M4_AY\1?A_P"(K31/"?@;1?#WB*'X?^/_``K\<-;M?#WQ`\/Z?I?B_P`'65W^ MH>E_LX?L^Z'?>'-3T3X(?"71=1\(!1X7O=(^'GA+2[CP^D?BC5O',<>D26&D MVYL8XO&^O:WXSB2#8L7B[5M1\31A=@?%_]CG3/#*:ET6QU34[*."YD^\_^"-F4[2/E/!KWNU_9]^!%C'X:BLO@Q\*[*+P9X,UGX<^$([/X?^%+5/"OP M]\11QQ>(?`OAM+?28UT/P=KT44,>M^&M,%KHVKI!;C4;*Y\B'9W/ASP9X0\' M^%-+\"^$O"_A_P`+^"=#TF+0-$\(^'='T_1?#.C:%!`;:#1=)T/3;>VTS3=) MM[8FVMM.LK6"SM[?$$$,<2J@`/PY_9#N]4U/]@S_`(([>&M>N&O?AAXW\:Z- MX>^+ZZOJEW-9Z_96'P9_:$UWX5^&O$[737"ZSHGB'XTZ!\.;6:QU>=[;7->M M_#VC79O3J8LKS2^#E]<^+OC'\5?"'QRN;9OV:O`O@?\`;IU']GN?4]1N5T:W M\/>#_P!I.;P[XM\2:'=310I!>_!_P\FG>'OAWK^FWLUYX'\%:@T7A2[T_2KL MN_[,Z3\)_A=H'@.W^%FA_#CP)H_PRM+=K2U^'>E^$=`L?`UK:->G4FM+;PE; M:?%H%O:G42;_`.SPZ>D(O2;H()_WE7=2^'/P_P!9TO0M$U?P/X0U31O"\MM/ MX:TG4?#.B7VF>'I[*$V]G-H>GW-C+::3+:6Y,%M)I\-NT$),416,[:`/P'\- M^+?CGK_[*?[0_P`2_B?+JTO[8G@?X0_L`3_!.351??\`"6Z/XN\8_`?X':]I M"^'K>?2[?4=-N?BC^U+K/QA\)^.8=.LS_P`)A-IVK>#O$0U+2]%&FVOU?_P5 M,T_4+CXE_P#!)Z]T#P]X6\0>*;?_`(*<>&+;1[7Q==3:3I,\3?LD_M?:C<6= MYK5CH'B74M/M!-I-CJL/V71=15]6TG2+B6V#6T5Y:?JMJ'@OP?JVO:1XJU3P MKX(K_0],O-=T6.=F:>/2=7N;634=.29G=I4L[F%9&9F8$LQ. M5XO^%WPU^(.H>$]7\=_#_P`%^--5\!ZTOB7P-J7BKPQHOB"_\&>(TAEMD\0^ M%+S5;*[N/#NNI;33VJ:QH\EGJ*VL]Q;+:-P#\)?@K\8O$7[.WQQ_X+#_ M`!,\2>$_AYX<\;:K^WM^P3\+M1OM%O-4UGX=>"U^.'[.7[&?PYA\;^)=;O-% M\$:[=>%_#5Y\1KGQYXE@FL-#CNM9DOX9=2M8M2NO$:^\^(?VC/VK)?VUOV?_ M`-GBX\8>&=%\+>&OVR_%WPU\;>)=)^'UPMC\;?AIJW[`'C3]IGPGI&HV\GC1 MAX0\9>!-;L;_`$'Q1;Z3=7VD:M=R_#GXA+IFG65Q<>"KC]2(_@7\%87^(\L7 MPC^&D$-!N;7PQXXTNVN++3O&6A M1W%C+_9?BNRL[NZM+;Q%:&+6(K6YN+9;WR)I(V`/P+_:4_:H^+_[7/\`P3._ M:O\`B1KWA'X5:9\"?B5^Q!\6?'>A6$/C/0]<^(OA+XF^#_'=EH,O@Z30=+U# M5&U'3?#-D38>.]3\36/A3Q-\/?BYX8N-!?29XM8AMO#/](B]#_O/_P"A&O#E M_9@_9M5/BC$O[/\`\%%C^.%^-5^-$:_"SP.L?Q/+PWI: M\:X\4KJDDEV[W4C/<.\C>V6MK;65M;V=G!%;6EI!#;6MM`BQPV]O;QK%!!%& MH"QQ11(D<:*`J(JJ```*`)Z***`"BBB@`HHHH`*9)_JY/]QO_033Z9)_JY/] MQO\`T$T`?B)_P30_Y2)?\%T?^SP/V=__`%D#X;U^N_QA_P"24?$S_LGWC;_U M%M6K\B/^":'_`"D2_P""Z/\`V>!^SO\`^L@?#>OUW^,/_)*/B9_V3[QM_P"H MMJU`'^"=1110!_M9?\$3/^42/_!.C_LT'X(_^H?95\\_\''_`/RB$_:*_P"R ME?L=?^MH_L_U]#?\$3/^42/_``3H_P"S0?@C_P"H?95Z-_P5"_8R\0?\%`?V M)OBQ^RIX6^(.D?"SQ#\0-9^$>NZ3XYUWPU>^+](T6]^%?QE\`_%F!;[P[I^L M:!>:E!J4G@A=*:.#5[)HOMOV@R,L31N`??L?W3_OR?\`HQJ?7X^GX/?\%ORS M,/VWO^">RAG=]H_8.^,Y"[V+;07_`&O68@9P"S,V`,L3DE/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\` MP7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE M_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X M)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\` M!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@ MZ*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_ M^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\` MP7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE M_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X M)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\` M!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@ MZ*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_ M^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\` MP7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE M_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X M)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\` M!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@ MZ*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_ M^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\` MP7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE M_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X M)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\` M!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@ MZ*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_ M^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\` MP7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE M_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X M)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\` M!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@ MZ*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_ M^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\` MP7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE M_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@Z*_'S_A3O_!<#_H]_P#X M)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_^B\H`_8.BOQ\_P"%._\` M!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^">W_`(@;\9?_`*+R@#]@ MZ*_'S_A3O_!<#_H]_P#X)[?^(&_&7_Z+RC_A3O\`P7`_Z/?_`.">W_B!OQE_ M^B\H`_8.BOQ\_P"%._\`!<#_`*/?_P"">W_B!OQE_P#HO*/^%._\%P/^CW_^ M">W_`(@;\9?_`*+R@#]@Z9)_JY/]QO\`T$U^/_\`PIW_`(+@?]'O_P#!/;_Q M`WXR_P#T7E(?@Y_P6_8%3^V__P`$]L$$'_C`WXR]",?]'>4`<+_P30_Y2)?\ M%T?^SP/V=_\`UD#X;U^N_P`8?^24?$S_`+)]XV_]1;5J^!/^">/[$WQV_9@^ M(?[9OQF_:-^-7PT^,OQ3_;#^+O@/XI^(+KX4?"WQ%\)_!_AR7P/\+='^&%OI MFG>'_$WCWXB:DR75AH=C>/+)K\Q$_P!H8DB94A^^_C#_`,DH^)G_`&3[QM_Z MBVK4`?X)U%%%`'^UA_P1-<#_`()(_P#!.C(;_DT'X)=$<]/"%F.RGT_$8(X( M-?J+YB^C_P#?N3_XFO\`"H\,?MN?MG^"?#NA^#_!G[77[3_A'PEX9TRUT7PW MX7\,?'WXK:!X=\/Z-9(8[+2=#T32O%EIIFDZ9:(2EK86%K;VMNA*Q1(.*W?^ M'@?[>G_1[G[7?_B2?QE_^;2@#_!_MZ?]'N?M=_^))_&7_YM*/\`AX'^WI_T>Y^UW_XDG\9?_FTH`_W.O,7T M?_OW)_\`$T>8OH__`'[D_P#B:_PQ?^'@?[>G_1[G[7?_`(DG\9?_`)M*/^'@ M?[>G_1[G[7?_`(DG\9?_`)M*`/\`!_MZ?\`1[G[7?\`XDG\9?\`YM*/^'@?[>G_`$>Y^UW_`.))_&7_`.;2 M@#_Y^UW_XDG\9?_FT MH_X>!_MZ?]'N?M=_^))_&7_YM*`/]SKS%]'_`._Y^UW_XDG\9?_FTH_P"'@?[>G_1[G[7?_B2?QE_^;2@#_!_MZ?]'N?M=_\`B2?QE_\`FTH_ MX>!_MZ?]'N?M=_\`B2?QE_\`FTH`_P!SKS%]'_[]R?\`Q-'F+Z/_`-^Y/_B: M_P`,7_AX'^WI_P!'N?M=_P#B2?QE_P#FTH_X>!_MZ?\`1[G[7?\`XDG\9?\` MYM*`/]SKS%]'_P"_G_1[G[7?_B2?QE_ M^;2C_AX'^WI_T>Y^UW_XDG\9?_FTH`_W.O,7T?\`[]R?_$T>8OH__?N3_P") MK_#%_P"'@?[>G_1[G[7?_B2?QE_^;2C_`(>!_MZ?]'N?M=_^))_&7_YM*`/] MSKS%]'_[]R?_`!-'F+Z/_P!^Y/\`XFO\,7_AX'^WI_T>Y^UW_P"))_&7_P"; M2C_AX'^WI_T>Y^UW_P"))_&7_P";2@#_`'.O,7T?_OW)_P#$T>8OH_\`W[D_ M^)K_``Q?^'@?[>G_`$>Y^UW_`.))_&7_`.;2C_AX'^WI_P!'N?M=_P#B2?QE M_P#FTH`_W.O,7T?_`+]R?_$T>8OH_P#W[D_^)K_#%_X>!_MZ?]'N?M=_^))_ M&7_YM*/^'@?[>G_1[G[7?_B2?QE_^;2@#_!_MZ?]'N?M=_^))_&7_YM*/\`AX'^WI_T>Y^UW_XDG\9?_FTH M`_W.O,7T?_OW)_\`$T>8OH__`'[D_P#B:_PQ?^'@?[>G_1[G[7?_`(DG\9?_ M`)M*/^'@?[>G_1[G[7?_`(DG\9?_`)M*`/\`!_MZ?\`1[G[7?\`XDG\9?\`YM*/^'@?[>G_`$>Y^UW_`.)) M_&7_`.;2@#_Y^UW_X MDG\9?_FTH_X>!_MZ?]'N?M=_^))_&7_YM*`/]SKS%]'_`._Y^UW_XDG\9?_FTH_P"'@?[>G_1[G[7?_B2?QE_^ M;2@#_!_MZ?]'N?M=_\`B2?Q ME_\`FTH_X>!_MZ?]'N?M=_\`B2?QE_\`FTH`_P!SKS%]'_[]R?\`Q-'F+Z/_ M`-^Y/_B:_P`,7_AX'^WI_P!'N?M=_P#B2?QE_P#FTH_X>!_MZ?\`1[G[7?\` MXDG\9?\`YM*`/]SKS%]'_P"_G_1[G[7 M?_B2?QE_^;2C_AX'^WI_T>Y^UW_XDG\9?_FTH`_W.O,7T?\`[]R?_$T>8OH_ M_?N3_P")K_#%_P"'@?[>G_1[G[7?_B2?QE_^;2C_`(>!_MZ?]'N?M=_^))_& M7_YM*`/]SKS%]'_[]R?_`!-'F+Z/_P!^Y/\`XFO\,7_AX'^WI_T>Y^UW_P") M)_&7_P";2C_AX'^WI_T>Y^UW_P"))_&7_P";2@#_`'.O,7T?_OW)_P#$T>8O MH_\`W[D_^)K_``Q?^'@?[>G_`$>Y^UW_`.))_&7_`.;2C_AX'^WI_P!'N?M= M_P#B2?QE_P#FTH`_W.O,7T?_`+]R?_$T>8OH_P#W[D_^)K_#%_X>!_MZ?]'N M?M=_^))_&7_YM*/^'@?[>G_1[G[7?_B2?QE_^;2@#_!_MZ?]'N?M=_^))_&7_YM*/\`AX'^WI_T>Y^UW_XD MG\9?_FTH`_W.O,7T?_OW)_\`$T>8OH__`'[D_P#B:_PQ?^'@?[>G_1[G[7?_ M`(DG\9?_`)M*/^'@?[>G_1[G[7?_`(DG\9?_`)M*`/\`!_MZ?\`1[G[7?\`XDG\9?\`YM*/^'@?[>G_`$>Y M^UW_`.))_&7_`.;2@#_Y^UW_XDG\9?_FTH_X>!_MZ?]'N?M=_^))_&7_YM*`/]SKS%]'_`._Y^UW_XDG\9?_FTH_P"'@?[>G_1[G[7? M_B2?QE_^;2@#_!_MZ?]'N?M M=_\`B2?QE_\`FTH_X>!_MZ?]'N?M=_\`B2?QE_\`FTH`_P!SKS%]'_[]R?\` MQ-'F+Z/_`-^Y/_B:_P`,7_AX'^WI_P!'N?M=_P#B2?QE_P#FTH_X>!_MZ?\` M1[G[7?\`XDG\9?\`YM*`/]SKS%]'_P"_G_1[G[7?_B2?QE_^;2C_AX'^WI_T>Y^UW_XDG\9?_FTH`_W.O,7T?\`[]R? M_$T>8OH__?N3_P")K_#%_P"'@?[>G_1[G[7?_B2?QE_^;2C_`(>!_MZ?]'N? MM=_^))_&7_YM*`/]SKS%]'_[]R?_`!-'F+Z/_P!^Y/\`XFO\,7_AX'^WI_T> MY^UW_P"))_&7_P";2C_AX'^WI_T>Y^UW_P"))_&7_P";2@#_`'.O,7T?_OW) M_P#$T>8OH_\`W[D_^)K_``Q?^'@?[>G_`$>Y^UW_`.))_&7_`.;2C_AX'^WI M_P!'N?M=_P#B2?QE_P#FTH`_W.O,7T?_`+]R?_$T>8OH_P#W[D_^)K_#%_X> M!_MZ?]'N?M=_^))_&7_YM*/^'@?[>G_1[G[7?_B2?QE_^;2@#_!_MZ?]'N?M=_^))_&7_YM*/\`AX'^WI_T M>Y^UW_XDG\9?_FTH`_W.O,7T?_OW)_\`$T>8OH__`'[D_P#B:_PQ?^'@?[>G M_1[G[7?_`(DG\9?_`)M*/^'@?[>G_1[G[7?_`(DG\9?_`)M*`/\`YMIX9/&31S07$$DD$\,BM'+#(\ XML 28 R39.htm IDEA: XBRL DOCUMENT v2.4.1.9
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment [Table Text Block]
Property and equipment at cost as of December 31, 2014 and 2013, consists of the following:
 
December 31, 2014
 
December 31, 2013
Land
$
710

 
$
672

Buildings
3,948

 
4,628

Leasehold improvements
226

 
254

Furniture, equipment and computers
1,173

 
1,376

Construction in progress
151

 
86

 
6,208

 
7,016

Less accumulated depreciation
(2,022
)
 
(2,345
)
Total
$
4,186

 
$
4,671

XML 29 R142.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (Unearned Compensation) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Future compensation expense, 2015 $ 11h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedYearOne
Future compensation expense, 2016 7h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearTwo
Future compensation expense, 2017 2h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearThree
Future compensation expense, 2018 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFour
Future compensation expense, 2019 and thereafter 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFiveAndThereafter
Total unearned compensation 20us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized
Stock Appreciation Rights (SARs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Future compensation expense, 2015 1h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedYearOne
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Future compensation expense, 2016 1h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearTwo
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Future compensation expense, 2017 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearThree
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Future compensation expense, 2018 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFour
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Future compensation expense, 2019 and thereafter 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFiveAndThereafter
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Total unearned compensation 2us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Restricted Stock Units (RSUs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Future compensation expense, 2015 8h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedYearOne
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Future compensation expense, 2016 5h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearTwo
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Future compensation expense, 2017 2h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearThree
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Future compensation expense, 2018 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFour
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Future compensation expense, 2019 and thereafter 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFiveAndThereafter
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Total unearned compensation 15us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Performance Vested Restricted Stock (PSS) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Amortization period, deferred compensation expense 2 years
Future compensation expense, 2015 2h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedYearOne
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Future compensation expense, 2016 1h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearTwo
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Future compensation expense, 2017 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearThree
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Future compensation expense, 2018 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFour
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Future compensation expense, 2019 and thereafter 0h_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotRecognizedYearFiveAndThereafter
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Total unearned compensation $ 3us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Minimum [Member] | Stock Appreciation Rights (SARs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Amortization period, deferred compensation expense 2 years
Minimum [Member] | Restricted Stock Units (RSUs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Amortization period, deferred compensation expense 3 years
Maximum [Member] | Stock Appreciation Rights (SARs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Amortization period, deferred compensation expense 4 years
Maximum [Member] | Restricted Stock Units (RSUs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Amortization period, deferred compensation expense 6 years
XML 30 R112.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Change in Benefit Obligation) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]    
Benefit obligation—beginning of year $ 19us-gaap_DefinedBenefitPlanBenefitObligation $ 21us-gaap_DefinedBenefitPlanBenefitObligation
Interest cost 1us-gaap_DefinedBenefitPlanInterestCost 1us-gaap_DefinedBenefitPlanInterestCost
Actuarial (gain) loss 1us-gaap_DefinedBenefitPlanActuarialGainLoss (2)us-gaap_DefinedBenefitPlanActuarialGainLoss
Benefits Paid (1)us-gaap_DefinedBenefitPlanBenefitsPaid (1)us-gaap_DefinedBenefitPlanBenefitsPaid
Benefit obligation—end of year 20us-gaap_DefinedBenefitPlanBenefitObligation 19us-gaap_DefinedBenefitPlanBenefitObligation
Fair value of plan assets—beginning of year 0us-gaap_DefinedBenefitPlanFairValueOfPlanAssets 0us-gaap_DefinedBenefitPlanFairValueOfPlanAssets
Actual return on plan assets 0us-gaap_DefinedBenefitPlanActualReturnOnPlanAssets 0us-gaap_DefinedBenefitPlanActualReturnOnPlanAssets
Benefits Paid 0h_BenefitsPaidFairValueofPlanAssets 0h_BenefitsPaidFairValueofPlanAssets
Employer contributions 0us-gaap_DefinedBenefitPlanContributionsByEmployer 0us-gaap_DefinedBenefitPlanContributionsByEmployer
Fair value of plan assets—end of year 0us-gaap_DefinedBenefitPlanFairValueOfPlanAssets 0us-gaap_DefinedBenefitPlanFairValueOfPlanAssets
Funded status at end of year (20)us-gaap_DefinedBenefitPlanFundedStatusOfPlan (19)us-gaap_DefinedBenefitPlanFundedStatusOfPlan
Accumulated benefit obligation $ 20us-gaap_DefinedBenefitPlanAccumulatedBenefitObligation $ 19us-gaap_DefinedBenefitPlanAccumulatedBenefitObligation
XML 31 R54.htm IDEA: XBRL DOCUMENT v2.4.1.9
Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Information [Table Text Block]
The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. Amounts are in millions, except earnings per share information. 
 
For the three months ended
December 31, 2014
 
September 30, 2014
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
 
March 31, 2013
Consolidated statements of income data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned and leased hotels
$
551

 
$
555

 
$
592

 
$
548

 
$
557

 
$
521

 
$
572

 
$
492

Management and franchise fees
101

 
94

 
103

 
89

 
94

 
77

 
96

 
75

Other revenues
7

 
24

 
23

 
21

 
15

 
22

 
21

 
20

Other revenues from managed properties (1)
420

 
431

 
440

 
416

 
425

 
406

 
403

 
388

Total revenues
1,079

 
1,104

 
1,158

 
1,074

 
1,091

 
1,026

 
1,092

 
975

Direct and selling, general, and administrative expenses (2)
1,040

 
1,032

 
1,043

 
1,021

 
1,036

 
973

 
984

 
958

Net Income
182

 
33

 
75

 
56

 
30

 
55

 
112

 
8

Net income attributable to Hyatt Hotels Corporation (3) (4)
182

 
32

 
74

 
56

 
32

 
55

 
112

 
8

Net income per common share, basic
$
1.21

 
$
0.22

 
$
0.49

 
$
0.36

 
$
0.20

 
$
0.35

 
$
0.70

 
$
0.05

Net income per common share, diluted
$
1.20

 
$
0.22

 
$
0.49

 
$
0.36

 
$
0.19

 
$
0.35

 
$
0.70

 
$
0.05

 
(1)
Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues.”
(2)
Direct and selling, general, and administrative expenses in the fourth quarter of 2014 includes a nonrecurring expense of $22 million, a portion of which relates to prior periods for stock compensation expense for grants made to certain individuals.
(3)
Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2014 includes impairment charges of $10 million, of which $6 million relates to property and equipment, $2 million relates to intangibles, and $2 million relates to goodwill.
(4)
Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2013 includes impairment charges of $14 million, of which $11 million is recorded in asset impairments related to the write off of contract acquisition costs in conjunction with the purchase of the remaining portion of a joint venture ownership and $3 million is recorded in equity earnings (losses) from unconsolidated hospitality ventures.
XML 32 R152.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share (Schedule of the Calculation of Basic and Diluted Earnings Per Share) (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Earnings Per Share [Abstract]                      
NET INCOME                 $ 346us-gaap_ProfitLoss $ 205us-gaap_ProfitLoss $ 87us-gaap_ProfitLoss
Net (income) loss attributable to noncontrolling interests                 (2)us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 2us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 1us-gaap_NetIncomeLossAttributableToNoncontrollingInterest
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION $ 182us-gaap_NetIncomeLoss $ 32us-gaap_NetIncomeLoss $ 74us-gaap_NetIncomeLoss $ 56us-gaap_NetIncomeLoss $ 32us-gaap_NetIncomeLoss $ 55us-gaap_NetIncomeLoss $ 112us-gaap_NetIncomeLoss $ 8us-gaap_NetIncomeLoss $ 344us-gaap_NetIncomeLoss $ 207us-gaap_NetIncomeLoss $ 88us-gaap_NetIncomeLoss
Basic weighted average shares outstanding (in shares)                 153,136,511us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 158,544,930us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 165,017,485us-gaap_WeightedAverageNumberOfSharesOutstandingBasic
Share-based compensation (in shares)                 1,213,941us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements 644,149us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements 359,843us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements
Diluted weighted average shares outstanding (in shares)                 154,350,452us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 159,189,079us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 165,377,328us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding
Net Income -Basic (in dollars per share) $ 1.21us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.22us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.49us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.36us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.20us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.35us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.70us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.05us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 2.26us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 1.29us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.53us-gaap_IncomeLossFromContinuingOperationsPerBasicShare
Net (income) loss attributable to noncontrolling interests - Basic (per share)                 $ (0.01)h_NetIncomeLossAttributableToNoncontrollingInterestPerBasicShare $ 0.01h_NetIncomeLossAttributableToNoncontrollingInterestPerBasicShare $ 0.00h_NetIncomeLossAttributableToNoncontrollingInterestPerBasicShare
Net income attributable to Hyatt Hotels Corporation - Basic (per share)                 $ 2.25us-gaap_EarningsPerShareBasic $ 1.30us-gaap_EarningsPerShareBasic $ 0.53us-gaap_EarningsPerShareBasic
Net Income- Diluted (in dollars per share) $ 1.20us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.22us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.49us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.36us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.19us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.35us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.70us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.05us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 2.24us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 1.29us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.53us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare
Net (income) loss attributable to noncontrolling interests - Diluted (per share)                 $ (0.01)h_NetIncomeLossAttributableToNoncontrollingInterestPerDilutedShare $ 0.01h_NetIncomeLossAttributableToNoncontrollingInterestPerDilutedShare $ 0.00h_NetIncomeLossAttributableToNoncontrollingInterestPerDilutedShare
Net income attributable to Hyatt Hotels Corporation - Diluted (per share)                 $ 2.23us-gaap_EarningsPerShareDiluted $ 1.30us-gaap_EarningsPerShareDiluted $ 0.53us-gaap_EarningsPerShareDiluted
XML 33 R48.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments And Contingencies (Tables)
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Guarantor Obligations [Table Text Block]
The following table details the total performance guarantee liability (inclusive of the initial guarantee liability, net of amortization and the contingent liability, net of cash payments) related to the four managed hotels in France:
 
 
2014
 
2013
Beginning balance, January 1
 
$
123

 
$

Initial guarantee obligation liability upon inception
 

 
115

Amortization of initial guarantee obligation liability into income
 
(6
)
 
(5
)
Performance guarantee expense
 
19

 

Net (payments) receipts during the year
 
(18
)
 
5

Foreign currency exchange gain (loss)
 
(12
)
 
8

Ending balance, December 31
 
$
106

 
$
123

Debt Repayment Guarantees [Table Text Block]
Included within the $243 million in debt guarantees are the following:
Property Description
 
Maximum Guarantee Amount
 
Amount Recorded at December 31, 2014
 
Amount Recorded at December 31, 2013
Vacation ownership property
 
$
86

 
$

 
$
1

Hotel property in Brazil
 
75

 
2

 
3

Hotel property in Hawaii
 
30

 
1

 
1

Hotel property in Minnesota
 
25

 
3

 
4

Hotel property in Colorado
 
15

 
1

 
1

Other
 
12

 

 

Total Debt Repayment Guarantees
 
$
243

 
$
7

 
$
10

XML 34 R121.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Long-Term Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Other Liabilities, Noncurrent [Abstract]    
Deferred gains on sale of hotel properties $ 383us-gaap_DeferredGainOnSaleOfProperty $ 192us-gaap_DeferredGainOnSaleOfProperty
Deferred Compensation Plans 341us-gaap_DeferredCompensationLiabilityClassifiedNoncurrent 334us-gaap_DeferredCompensationLiabilityClassifiedNoncurrent
Hyatt Gold Passport Funds 284us-gaap_CustomerLoyaltyProgramLiabilityNoncurrent 262us-gaap_CustomerLoyaltyProgramLiabilityNoncurrent
Guarantee Liabilities 110h_GuarantorObligationsCarryingValueNoncurrent 133h_GuarantorObligationsCarryingValueNoncurrent
Deferred Income Taxes 66us-gaap_DeferredTaxLiabilitiesNoncurrent 74us-gaap_DeferredTaxLiabilitiesNoncurrent
Other Accrued Income Taxes 62us-gaap_AccruedIncomeTaxesNoncurrent 90us-gaap_AccruedIncomeTaxesNoncurrent
Defined Benefit Plans 19us-gaap_DefinedBenefitPensionPlanLiabilitiesNoncurrent 18us-gaap_DefinedBenefitPensionPlanLiabilitiesNoncurrent
Deferred Incentive Compensation Plans 3us-gaap_DeferredCompensationSharebasedArrangementsLiabilityClassifiedNoncurrent 4us-gaap_DeferredCompensationSharebasedArrangementsLiabilityClassifiedNoncurrent
Other 133h_OtherLongTermLiabiliitesNotSeparatelyDisclosed 133h_OtherLongTermLiabiliitesNotSeparatelyDisclosed
Other long-term liabilities $ 1,401us-gaap_OtherLiabilitiesNoncurrent $ 1,240us-gaap_OtherLiabilitiesNoncurrent
EXCEL 35 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0`!@`(````(0`WFBE!+9X/>__CT M=MLN;LQHF[Y;>5H&WL)T55\WW>7*^W'QY2CW%G8JN[IL^\ZLO#MCO=.3]^^. M+^X&8Q?NZ6G\,`A2 MO^J[R733T;0[PSLY_F36Y74[+3[?NE_?3S*:UGJ+L_LW[NY:>>4PM$U53FY2 M_Z:KG]UR]'##TCTYO\=NFL%^<&-X_MX;=J_\_8*'Y[ZYCV9L:K,X+\?I:[EU M8_BWK?^K'Z]^]OW5\N5#]DS9K]=-9>J^NMZZ3V!IA]&4M=T8,VW;Y?Q]N2V; M[G'N%^Z?WVS]^9L./,CN[YL/?N,<(62."#)'#)DC@2YA@2YAB2YAD2YAF2YAH2YAJ2YAL M2YAN2YAP2YAR2YAT2YAV2YAX2_^MWIK<=E;CSU___=\I\S&OK`>UTUUK[(%7 M^MT?^MK-FW(T]?=I='ML#S[`GV>_,D=5MM79QBUT/?"'\'3N2_>[+;/G8S]8 MMV]W-&\?X'&A[N[IH\$=9,:I,4\K=?>MIGVZT>WJ??N%SW;CFMTVX-K4>^[V MY^W#)[\!``#__P,`4$L#!!0`!@`(````(0"U53`C]0```$P"```+``@"7W)E M;',O+G)E;',@H@0"**```@`````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````C)+/3L,P#,;O2+Q# MY/OJ;D@(H:6[3$B[(50>P"3N'[6-HR1`]_:$`X)*8]O1]N?//UO>[N9I5!\< M8B].P[HH0;$S8GO7:GBMGU8/H&(B9VD4QQJ.'&%7W=YL7WBDE)MBU_NHLHN+ M&KJ4_"-B-!U/%`OQ['*ED3!1RF%HT9,9J&74"T\U<%J"`=[!ZH^ M^CSYLK$SO+=N5#9@NIS]NHFD++28,5\YS3$$X4UD^&'!Q0]4 M7P```/__`P!02P,$%``&``@````A`)..FASW!```SUH``!H`"`%X;"]?D\T#$!)M M"2M+ALC\^.TS<+"R%]A\UH&H7`Q(@MF-85?53#6;[S_\_7!8_3F>I_WIN&[L MQC6K\;@Y;??'^W7S^^=?WN5F- MN=B>7U^CN?WFFJM/VW5S_K0U2\WJ\]-CC?WVU4]W=_O-^/-I\\?#>)R_$Z3] MZW3^,NW&<:X7'<[WX[QN+E]-[?,O->)-S;IIOY^0-W$^WBB=WHO3Z3VE$SMQ M.K&C='(O3B?WE(YU%4[:8NXR)A3*D@E-\].A$L0%6O]^Q@2<'-X.X6UJ>!O" MNU/#NT-X!S6\`\([J>&=&-Y>#F_/\.X7A?=%*5\0?OGJJWCVA>`>EF2;2^S_ M3B=0,D6=3<%T+-;-UW+B,.V&\[C];3[7K=QK2G[]-:V.5S./1^;IU;(:[)G!'A8%^Q54:,$1W$T-=T.XZT]]N"OLU.S3 M(?O(CQ%\BECV$'%%+0>$NCGUW:H1$5M.SLZ.V=FKY7RX7'&@KJ!0JX M/DFM%@G%(JG%-*&8%O69O>"9O<0E]_%7T&&)R#Z]NGBLQ^JQ7ET^-2*N4%RT M@#;#8?-Q-^R/+^?2RU>8AKALL(C5-8PE[-6"[E'/Y38/NSQRDX<]'C.U=M:( MB"N3;RX,-Q>]>H%Z7)]E?:H'SXHZ#*;4]=RC8C,[.7J[EG=O;J> MS6-!6R]7]Y[5O5=#S'K$F!IBB+"DOEL);U91-]T*-MW4V7`RZGT&-P3D'1-N MF,@]7;9TY8XN&[I1S8$1*3"K.3`C"9K)5=U8U4VNZL:JWJEUPCH4"NO4%5TC MXLXPJ&O:`A;ULBV<*VRZB#0]5A#ZL?5T`"7 M]T^X?9+42II02(NZ>5*P>5+4I5.P=DP^K5DCXKY'/J]I/+"I+A^L'KF[R^:N MW$IE)S6J52*B2)C)9=181COU`EG'*Q069<.Y3M6/+\\4/G]LG_\BY4M("O<%4RR_G_,)V-V#+Y?':-B/L+^82V\8BV MWMK%LY_<1V4;5>ZBLHEJ3B[ICB7=RR7=LZ3KS16"N[Q/P6T*N+D-TR1UX-N#E_CO;[U%=QQ'+.*N9.6/MF/Y5%6^\JT+^=@CC MUT.8?'J]1B0BU#N%>*J0^X1L$R[K$EYAL@2$>U+#/3'3SI#4BP;VH#\D%'T"0>PAL(&PO=V]R:V)O;VLN>&ULE)I;<]M(#H7?MVK_@TOO.Q:IFY6* M,^7XDG%5$GLM)WEDM:66Q`I%:DC*MN;7[VE2D@\(DBN_C*?EZ!@`OT8W`'[\ M\W45G3S;-`N3^+SC_='MG-AXFLS">''>^?%X\Y^SSDF6FWAFHB2VYYVMS3I_ M?OKWOSZ^).GOIR3Y?0*!.#OO+/-\_>'T-)LN[.\%$EM9'*8GRW# M==;Y]'$>1O9GZ=&)6:^_FQ7L?HTZ)Y')\NM9F-O9>6>`9?)BQ0?I9OUY$T;X M[;C7[75./QV?X7Q M+'EQ_Q2AW1Y6/1CP4OSJ5SC+E_A]M]L]?/:7#1?+?/\AY$])OX@@_D[Q\R0N MW-M'),"3"J[C/,RWP6U<1C],\`A=U&_AF=7"9K$BE1RI%N(^QI52!&P>7^B33;S7F MLXE,/+7!Q$4C(PEO`,P/<1F\0P0N"9TQZ11@'.N387M&I#*J6O-@IPEVK'M$ MS@\.!7MQ5OU>_=,-7$"7!MOP$%!O"%0/T1A7=>[2A8G#?XH])[XEV.I6OS;9 MK%8FW;J_-PD7<8B-;.(\N)A.DTV<"R'&RU.47O^]<7A?@/3+),N#;S9?)C,0 M^HSMS'QY0R;,4Z!^,^EOFYNG"$38Z28-\]!FP?F6?1`!&#*2GB/R*N$N/1\PB,F\ET5VOUE&RM3;X M;&,[#_/@'HE!A&S$#/J*P;M\:=/@:Q(O'FVZ"KZ&YBF,"GXX7"/FSU?\(:*\0R9F9RTV`?!\O<&P#7_'GF3M?<5?N(_$%YLQ7G$WR M9/K[,T+M-MX*!WRFCG"Q-:OG+9XR>^*9"[[\;1,^FT3;8[7L3[9U' M*(4+S'!/X>=R5O$`BU!"-@KG6Y=%BI0LA)CCG@*R/;/#F[>3Y8S1[BDDVY7@ M#BDQW+A-57=XZR$A;6+J>RH[UI\2CRK)GC'Z/85M_3&!S5]-UF>,?T]16W]: MU.DP_3T%<.VA42,SYGW05QRWGQTBSF/FNJ^X;C\\I!*#W5=@N].CSA.FN*\H M+@^1NN\QLWW%;/U94J?#Q/85L?5'"JJ5S&DQ^F,&MJ^`Y6.ES@SFM*\X;3U= MQ&5@S*#V%:B[:YH&?,Q@]A68#:>,]@05)%V+!@K-]H."@?*[C.9`H:E/BCIK M&,J!@K+VP*B384H'BM+V["^=8FX'BEN^Q@=7N`>'$=\>?%>-'FZM`X5K>ZJ& M$X=4/6!9WV3?47Y4@-0NY\)'0D$G&HJ)3?YA]AS&X"3RS#M,\5#37Z^P_ M)1V_RUD"!=E1!NUJ.;Z0^5U.&T.%\_YORV)N+\0;8\A@8U&QJ.&@WL6(7!OR ML\?B.)VR%N)$ZGN;2#"$'L";8RCQWB7$#/GH`Y"2PKK>M8L( M/4>4ZO3,1IRDL3C*HMO5&DT'.V,=AGJDH:YK$:!L0"&!I@GK,-0C#76MSD5L MHFT69J3CH\]!`=)0UPKMPR:$A&>*ZO8+*&?]$2<0+"JA;A<261\ME#??4"B^ M2PEQ.9QHHDC$XEU"B,M!R$U!8I+&G-^PJ)A4 M:=(S.6-.:%A4OEE4K_O#RW7+BP]J3FET!M\V!6K"_Z?SS>3['O>5%7M"N*)0 M+@VR<9BD97,\V!_1%K:1D"@(L:@SZ,$^)]&SZS)=X@!#Y_7&3%WG=,LZ##*J MQ3H=NA35A89#C,E:K43A%X8B>8HF)%KG:,.AA_\Y$:,041EZ6-494RC=1`GN MT*Y]AN&,6=C@P>3DE)L3OCTNKZL@WCUFM"XF9:R+F01ZK46'62AQKO?*2661 MX?;#0-?_*+TSZS!'?[#H;01W3U&X,*3D=?G)NU7%NUU/Y&8#".-PM5D% M=QA7.%=)R4=[E;U35-[L$TK\]#T46/4V_;4UN7MJKN^]#;Z@EXRN]'9- M2IZHJ=RJ7NDR2=<)'+*8<[KIHXFW9*?./W M/)%3L#I.ZAHX3',VRD(KS!/3?LS();$7*1"?1`KD%I][%0$H3KB5R[ MD@R4V,!Z6MKI)Y(A)'.">'O0))13=SQC2)O%^9DG>X34489/" M7"A=S^<@,GPN)H^54\K#U(^]4Y0+)7E+F=N4;/(QW6$E1;E0^A&G>*L!;P7\ MXPX\\RH2"V:`K*3R>'O+FMGTW6LW!)1*Y.U2DDV!N9X0MDMQ!>!CZ$16Z6%A MNQ3B_%;?8/#$4CJ=EW.Q5L)E?M*#0\P'-ZM-,G+7 MU4P.ZR?*N_$R^>5)FFHFATXIT,-I]#BFXJ4C3R*@)X=-\X?B<\%EY;$IPAN5 M+A[PPHCP3CXU17BC4O%.C5`2>5R/#YN4'B8_,/<52H)O/4!L4BK[^;SK/(P- M"4H]1&R4*O!@HS`V9"6%=Y/2C]ABVB^41!K70\3&5Q6*>YE0$D>+'BRV*T\/&9B4W:1!*(C?I:6.SDGNE0B@)R/7DL7U>)W(O MIHT<*)7&VZ5D[I52ZD[>+L6YU\,(DJQZ[T`23^R0QCW,(%E*<5XSD:3#6"@) MSO53U9=C`O&! M4!*4[:_+B/R'6:3'*DBG9\6[N.UW:F)IGB?V/TH7LCM M#X;E=?1T_TKUI_\!``#__P,`4$L#!!0`!@`(````(0`"C&]WS0(``'8'```8 M````>&PO=V]R:W-H965T&ULC%5=;YLP%'V?M/]@^3TQY(LD M@E1-4+=*FS1-^WAVP`2K@)'M-.V_W[6=4$RBKB\)]CGW^-Q[S26^>ZDK],RD MXJ))<#@.,&)-)G+>'!+\^]?#:(F1TK3):24:EN!7IO#=YO.G^"3DDRH9TP@4 M&I7@4NMV38C*2E93-18M:P`IA*RIAJ4\$-5*1G,;5%=D$@0+4E/>8*>PEA_1 M$$7!,Y:*[%BS1CL1R2JJP;\J>:LN:G7V$;F:RJ=C.\I$W8+$GE=,U*E.'V1//_&&P;%AC:9!NR%>#+4Q]QL03"YBGZP M#?@A4JST3W'ZROBAU-#MN0G)1`4GP2^JN;D"D#E]L?\GGNLRP=/%>!X% MTW`RQVC/E'[@)A:C[*BTJ/\Z4GB6T.W06!7P>[S)EK$Y!F*E)TI M6T=98=11)CYC=V&80AG5M+=!P%=G#E+NF;MX,+N^A\7M\O=,KL#3ZN!)T=QGD:#@W=]<("E?2SH1#U3D6=JV$V# M^N:6;SJNFXYRNYM];!`'4])(N[@WS'ES\\]-C9K)`]NQJE(H$\?&#JU-W.VZ ML;N%L6MG%^D`F(8M/;#O5!YXHU#%"@@-QA$T2KK!Z19:M/;5W@L-<]`^EO!] M8_!.!&,@%T+HR\*,YNZ+N?D'``#__P,`4$L#!!0`!@`(````(0!W4T#-;P,` M`*H*```:````>&PO=V]R:W-H965T< MF;''WGY\+XO@C2LM9+4C=!J1@%>Y/(KJO",_OK],5B30AE5'5LB*[\@OKLG' M_1\?MC>I7O6%A.&.K_PDNFIK'D%GI-4)3/PJH M+,(XBI*P9*(B&&&C?B>&/)U$SC_+_%KRRF`0Q0MF0+^^B%HWT MZTDNRQI"'$0AS"\7E`1EOOERKJ1BAP+R?J=SEC>QW<<@?"ER);4\F2F$"U'H M,.=UN`XATGY[%)"!+7N@^&E'/M%-1AW?_;^)H+CLR2Z:+932C\8($!Z[-B[!K29!?M9'EOPBBEKT-$M^# MS$#FW1]/X]6"+I+_CQ*B(I?)9V;8?JOD+8#M`9RZ9G:ST0U$OJ=PU]$F!;7- M+?J3A;M%(%>#]6U/EW2Y#=^@3/D=E")H38(6%/N(K$'8ZH*05@WDV%'3D%JK M3YHL_(#I$#+S$=D(X@'Q1$`9.B)<26916P'KA?YUDDM6?36(F;OVV;)E'8-' M-?>HFGRM=4=`<%L_*/+*SR=%T`I[L/:=6=<9T];I<]U+ M$3-'ZC:XVR#9N,\C3D:)K;5/_&B0"YXB9IRXZYL\%'O,RU%F:_69H=R]BJ8( M0NK)HZ*8]!.GQVV'_N.@->6VUCYW'/DU31&$W'UGUG5V5'O<=.UOV=?@>-=S_;^'`;CZ8_G'++:-X[=6[M MCN"$'?)CB,'\Q?SQR8`7;\*'20RVOE[OG]MK7B4R6U3Q7WV&@=\("H MV9G_S=195#HH^`F61M,E$"M\:^"'D;6['`_2P-/!_;S`FY##O1--`7R2TC0? M]KYM7YG[_P```/__`P!02P,$%``&``@````A`&!0Q/AG`@``O04``!H```!X M;"]W;W)K*D:"SYVTC M%=G44/@3O:WY/KP/@6DQ+SA48&U'BI4Y?HQG MJQ2'B[GSYR=G1WWQC70ECY\4+[[PAH'9T";;@(V4.PM]+NP6'`YO3J]=`[XJ M5+"2[&OS31X_,[ZM#'3;Z5%9@Q(\D>!V!*!R-1%J23:!0G*48; MILV:V[,8T;TV4OSRH-BJ]R3)F03>9Y(X"\9).IG^#\OHS`+OCB4)DFD:I]F_ M:Z)79BXQDP6R/&*?2#VN"CC3H,;&O8/2SB23R> MAP?PEIY!RUM0,D2L.H1M">CVXF#(A7@G:G>'HEDZ)%S>0D9#Q.HOB#^001)0 M]442SH%1U#M@H]!TC'H'LNEU-AXS=CVWMJTN-@92XS>E;#3'D'@O!69?:WG0 MU/5B>E7S96S2QP89P-"^4:R-WF20]4QN)I8>Y#.(AC&XLI;`.>%E_0WT$]>2 M+7LA:LL;C6I60I51,($3RM\_OS"R=;W?2`/7R7U6\)MD8&L4`+B4TG0+.T[] MCW?Q&P``__\#`%!+`P04``8`"````"$`[[T=0;P"``#9!@``&@```'AL+W=O M&ULC)59;]LP#(#?!^P_"'IO;#F)AC53-EK)) M2(EH4I7)IMC2W[^>[I:4&,N;C%>J$5OZ)@R]3SY^V!R5?C:E$)8`H3%;6EK; MKH/`I*6HN9FH5C2@R96NN86C+@+3:L$S[U17012&<5!SV5`DK/5[&"K/92H> M57JH16,1HD7%+>1O2MF:,ZU.WX.KN7X^M'>IJEM`[&4E[9N'4E*GZZ]%HS3? M5U#W*YOQ],SVARM\+5.MC,KM!'`!)GI=\RI8!4!*-IF$"MRU$RWR+7U@ZQT+ M:9!L_`7]D>)H!O^)*=7QLY;9-]D(N&WHD^O`7JEG9_HUG!6%7_12-V0B$D.D'@>8*P:!(MYVP>_Y\28$:^DD=N>;+1ZDA@ M/""F:;D;-K8&LBMA&L)5ID[YX+3>!L0&I"\)6[#I)GB!6TE/1CLT6E'2&?46 M`83I8@%_$.L+Y100T6?EF#('3FT`GA2H&^<1QGY$O;(PR/50O43WK2&^0?````__\# M`%!+`P04``8`"````"$`>LDFI;4"``#/!@``&@```'AL+W=O&ULC%7;CILP$'VOU'^P_+[[#492D:X@#>]HC%^IQ/?)QP_1B8LG65.J$#!T,L:U4OW.=65>TY9(A_>T M@YV2BY8H6(K*E;V@I#!);>,&GA>Z+6$=M@P[\1X.7I8LIQG/CRWME"41M"$* M],N:]?+"UN;OH6N)>#KV=SEO>Z`XL(:I5T.*49OOOE0=%^300-TO_I+D%VZS MN*)O62ZXY*5R@,ZU0J]KWKI;%YB2J&!0@;8="5K&^,'?92%VD\CX\YO1DQP] M(UGSTR?!BJ^LHV`VM$DWX,#YDX9^*70(DMVK[$?3@.\"%;0DQT;]X*?/E%6U M@FZO=$K.&S@)?E'+]!6`RLF+^3^Q0M4Q7H3.:NTM_&"%T8%*] M_K$@_TQE28(SR1)DGO<#)]BL_%7X?Q;7*C*59$21)!+\A.!VP)FR)_JN^3M@ M/I=PUC$4!=;F&OV@X28)Y$J(/B?^V@\B]QELRL^@O05M,1I`,T1Z06BK-&\V M"KB@;)`'18_D753HZ%1%N)IIN(8LIHCT!F(&R6Y`E@/+1.?BIDX=A5Z/C`C# MV1E[BUF:5FLKTGD@&P4F9T*[;GBCHS$&Y8/YX7H[B#9N[RUF8_JWF#F73C9G MC@W(BK62=30$E(]9PV&"#N1[$+QWKPQ!ZY@ MP)C'&CX<%&Z&PO=V]R:W-H965TTD"A)L(52'J;J6MM%KMY=DD#K&:Q)%M2OOW.[9#<`Q2^P+D M^/C,F1D[P_K^K:[0*Q62\2;!T2C$B#89SUES2/"?WX]W"XRD(DU.*M[0!+]3 MB>\W7[^L3UR\R))2A4"AD0DNE6I702"SDM9$CGA+&U@IN*B)@D=Q"&0K*,G- MIKH*QF$X"VK"&FP55N(S&KPH6$93GAUKVB@K(FA%%/B7)6OE6:W./B-7$_%R M;.\R7K<@L6<54^]&%*,Z6ST=&B[(OH*\WZ(IR<[:YN%*OF:9X)(7:@1R@35Z MG?,R6`:@M%GG##+094>"%@E^B%9I%.)@LS8%^LOH23J_D2SYZ9M@^0_64*@V M]$EW8,_YBZ8^Y1J"S<'5[D?3@9\"Y;0@QTK]XJ?OE!U*!>V.]9:,5Q`)/E'- M]!F`U,F;^3ZQ7)4)GLQ&\3R<1.,8HSV5ZI'IO1AE1ZEX_<^2HD[*BHP[D2G8 M[-;'H_$BCN+9QRJ!=60R28DBF[7@)P3'`V+*ENC#%JU`N4NA\]$G!;7--/M! MT\TFL"L!?=U$\S!>!Z]0IJPC;2UIB5%/&@\9NS-#ETKKI@X0@+/>'B3MV#N[ MT.C0Q!YN,#Q*>H,R[54&/BNT4`JHUZQ5,ZEM+FII>ZUKL M?"!U@$%0Z->-XF@TP6"]KSX$G7M!+6EA.A@.UW;NVIWG-G47+UT=V((C?<.6 M1J]L+8:AMY;DU,('4@<8!)W=#*K1#QM@24Y0'T@=8!!T/@AJ+L\T[N^*7KW* M>.EE;$FV$5XU=G;M8BQU@($//5`NE_A\2S3JQX^\9F\MZ1)CYP.I`PR"POV^ M$52C'U;9W9]:S+ M2TH'3[#Q;5W9T6!?J#45![JC5251QH\-2$?@JT?M2-KJD62&2K\`@Z(E!_I, MQ($U$E6T@*WA:`XG7=B98A\4;\T[;\\5C`CSLX393^&5$8Z`7'"NS@]Z:O7_ M)C;_`0``__\#`%!+`P04``8`"````"$`K2`D(+P"```D!P``&@```'AL+W=O M&ULC%7;;MLP#'T?L'\0]%Y?CVA=?HF4K%1!/CT`LP MHDTFJ\&WR^5-T%/))591J!`R-BG&E=;OQ M?955E!/EB98VX"F$Y$3#49:^:B4EN0WBM3\)@H7/"6NP8]C(CW"(HF`9345V MX+31CD32FFC0KRK6JC,;SSY"QXE\.K0WF>`M4.Q9S?2K)<6(9YN'LA&2[&NH M^R6S,;0\7])QE4BA1:`_H?"?TLN:UO_:!*8ER!A68MB-)BQC?A9MTB?TD MLOWYS>A1]9Z1JL3QBV3Y-]90:#:,R0Q@+\23@3[DQ@3!_D7TO1W`=XER6I!# MK7^(XU?*RDK#M.;'_1Y;K*L;3A3=?!M-P,L=H3Y6^ M9R86H^R@M.!_'"@\43F2R8ED!C)/_HDW6)]%M\ILI6D1),DDN*(X'9` M3M42<]?"#3"?2CCIZ(J"UF8&?6?@-@CD*K`^)R&4$?G/T*;L!-HZT!JC#C09 M(G9GA&F5X4U[!A^4=?*@Z)Z\LPIC':I8S(<9MI>0DG%;FQ(>X9!4IA7KSEV=M.@&Y7QQAA*Z*80 MSJ:+3KY+[D`K-\EU./3N^MY@Z$NO^P;ZX&[_1Y_Q7NA;#;-L':C7G+$A[1D& MR1>#Y.>;8ZSO3L2!>DG'AK1G&"1=#I*.)V*\%Q6/)^)`_YJ(\[Y)@_5F.*W! M*7';RKWCG,J2[FA=*Y2)0V-73!)U5K&ULC)5;;YLP%(#?)^T_6'XO8)*0BY)4S:INE39IFG9Y=L"` M5<#(=IKVW^_8)MS"NKZ$<,[Q=ZX^;&]?R@(],ZFXJ':8>`%&K(I%PJMLAW_] M?+A98:0TK1):B(KM\"M3^';_\&'01#Y)>45=H2-?`]#I"F/V;V(3R6KM(-(5E`- M\:N!7N>\]M<^D/;;A$,&INQ(LG2'[\CF0$+L[[>V0+\Y.ZO> M?Z1R?*55PRJ#7TR'3@*\61,'Q,C@L/^U>D'VX'O$B4LI:="_Q#G+XQG MN89V+\R16!3@"7Y1RX%/5U`P;V0#9 MI#`+H)2Q4=X9K;4!L0+I\YXL@W#K/T-5XL;HX(S6&+5&L];"!S>M+^#W?%U\ M&.G01[1HS]LP#LYD;9O1!\XF@48*6?3BB:(N(D=T-O,KXGR2:*0['-H"A`$9 MA^?4*ZON'`U2AS9/I&ZD/6XT2MNIYV]QHTFND?:XRQ'7J1VW:^8@WN4DUTA[ MW-6(Z]1OBD?\98=PD]88-='/V]0&Y2;#:WBIBQ6/'703UCAP]\\YZ%H]Y`^OWM4U M=Q=L4*AE%VKCQQFY,2=C1VY)NM52,IFQ3ZPH%(K%J;*;;;]MI6XY'V`YV]WL MMPI8F37-V#$NZ!=-O5O6A1VX5Q%!J6I?V;PU>0P<8*/#!. MA="7%[._V^_J_B\```#__P,`4$L#!!0`!@`(````(0!@N+?SN@(``-H&```: M````>&PO=V]R:W-H965TR``6L!(]O9[/[[CFW"D43JOH1XCF\.#T-R_]HVZ(4* MR7B78M_Q,*)=S@O652G^_>OI;H.15*0K2,,[FN(W*O%]]O%#=J`IN6B)@J.H7-D+2@KCU#9NX'FQVQ+684O8B?

%FRG#[R_-C23EF(H`U1D+^L62_/M#9_#ZXEXOG8W^6\[0%Q8`U3;P:*49OO MOE8=%^300-VO_HKD9[8Y7.%;E@LN>:DN:M^[6!5*6%`PJT&U'@I8I M?O!W>]_#;I:8!OUA]"1G_Y&L^>FS8,4WUE'H-MR3OH$#Y\_:]&NA1>#L7GD_ MF1OX(5!!2W)LU$]^^D)952NX[DB[Y+R!2/"+6J9G`$HGK^9Y8H6J4QS&3K3V M0C^(,#I0J9Z8]L4H/TK%V[_6R!]0%A(,$'@.$#]P@DWD1_'_*:[-R%3R2!3) M$L%/",8#8LJ>Z&'S=T#6)80>M#+7R@>M-38@EB!]R?RUYR?N"W0E'XSVUFB+ MT6@4CA8NA!EC`7\6ZQQ#2Y,+-': MK*Z(JYM$+4UQ8!H0>/YE>E:],>IP.^:^J!WN^4;M6CH#QZ.OS=*J5Q8\*1?@ M^"982V?@]078J@?P5,X"O+X)UM(9>',!MNH!O!J5"[!>?]/(G<=`2V?@J8VV M%58]@"?E`@PC>`.LI1H\C6<<3B5;NK6Q],B;AF6!AU5RBV_$%P'6P5BZ#3`8 MV1F)-Y=W:5>,?3%;*BKZB3:-1#D_=F8O9,DHM:MM#ZLM,-,[*F#A]*2BWXFH M6"=10TMP]9PU#)&PN\D>%._-ZW;@"E:-^5O#-X3"^^XY8%QRKLX'O?W&KU+V M#P``__\#`%!+`P04``8`"````"$`(S//X9P"```U!@``&@```'AL+W=OX.9W:62^YNGYL:/3&IN&A3''H!1JRE M(N=MF>)?/Q]NUA@I3=J:)C+60*(1NB82E+7W62D=QN:FH_"H+$;PAOL6/8RO=PB*+@E-T+>FI8 MJQV)9#714+^J>*=ZMH:^AZXA\O'4W5#1=$!QY#77+Y84HX9NOY2MD.18@^_G M<$EHSVT7K^@;3J50HM`>T/FNT->>-_[&!Z;]+N?@P+0=25:D^"[<9@GV]SO; MG]^5AI..S9;J*A!"7Y1P\T(@'/R;/_//-=5BA>)%Z^"11C%&!V9T@_< M[,6(GI06S1\'"B]4CB2ZD"R@S$L^\J)U',;)_UE\5Y%U^D.".8#M!4 M'3&S%FZ!V5A8QM!):I)W)FLQ$%80?=J'JVBQ\Y^@*_0".CC0!J,!-$-D;R"N M$!\J&WX33A-9O](3J1AK$8N>VD3 MG4NOINP'AUE>I#?3;#;-KH?L1#QY4]Q$Y^)7`CMO!X>Y^(Z"@=YFX2H;AKXK MU]*(G.*LW@&KX:-^T,"+G-' M2O:-R)*W"M6L`,K`6T$[I+OW;J%%9^?T*#1<8_M9P?/,8"`##\"%$+I?F)=E M>/#W?P$``/__`P!02P,$%``&``@````A`'L6%5<\`@``L`0``!H```!X;"]W M;W)K1;2[[]QT[P$*IU.4AQ.,S9\Z<&67Q<)0MVG-MA.IR'`4A M1KQCJA1=G>.?/]:C*4;&TJZDK>IXCE^YP0_%QP^+@]);TW!N$3!T)L>-M?V< M$,,:+JD)5,\[N*F4EM3"4=?$])K3TB?)EL1A.":2B@X/#'/]'@Y558+Q)\5V MDG=V(-&\I1;TFT;TYLPFV7OH)-7;73]B2O9`L1&ML*^>%"/)YL]UIS3=M-#W M,4HI.W/[PQV]%$PKHRH;`!T9A-[W/",S`DS%HA30@;,=:5[E^#&:KQ),BH7W MYY?@!W/UCDRC#I^U*%]$Q\%L&),;P$:IK8,^ERX$R>0N>^T'\$VCDE=TU]KO MZO"%B[JQ,.W,I3#50B5X(BG<"D#G].C_#Z*T38Z3<9!-PB2*,XPVW-BU<+D8 ML9VQ2OX>0-&):B")3R0)R#S=QT$\S:)L_'\6,BCRG3Q12XN%5@<$VP$U34_= MKD5S8'8MI!DXR=SEH[OU&`@;B.Z+:!*G"[('5]@)M+P');>(U3\0;Q`"2BYR MH,F_Y23A18Z[!>\PNL@93[/;6LL!DWKK7`^KJ\!-*:"Y*G7NV$5S##F7$I/H M3:MW97G"A*EW)`G&Z>SZ-_TTBF]%P1)ZUE-&&B37^-ELI:=`:UO`)E83"!Q='#R@T'JWH_J8VRL$'^M8$O`P<+P@#`E5+V?'!+??G6 M%'\```#__P,`4$L#!!0`!@`(````(0"WJ+A4J0(``(<&```:````>&PO=V]R M:W-H965T+?$2!O:9+22#4_P&]?X?OOQP^8DU;,N.3<(&!J=X-*8=DV( M9B6OJ?9DRQM8R:6JJ8%/51#=*DXSEU17)/3].:FI:'#'L%;OX9!Y+AA/)3O6 MO#$=B>(5-:!?EZ+59[::O8>NINKYV-XQ6;=`<1"5,&^.%*.:K9^*1BIZJ,#W M:Q!3=N9V'U?TM6!*:ID;#^A()_3:\XJL"#!M-YD`![;L2/$\P0_!.IUALMVX M^OP6_*0OWI$NY>FS$ME7T7`H-K3)-N`@Y;.%/F4V!,GD*OO1->"[0AG/Z;$R M/^3I"Q=%::#;;C\F*]@)?E$M[!$`Y_35_9]$9LH$1W-OMO"C()QA=.#:/`J; MBQ$[:B/K/QTHL+L/)&%/$H/,?CWTPN4LF,W_ST(Z1PN]CL$4E)99](.%)WB%$PJ=/A"S'PY+5&'B0<'^VD@O0B,]H8FW:B(C288'`P%6`03?[L>X\>N M;[$7K4;/XM/=M$WCC,B;^:,GNLI(QQFQ%XP2_/`R8V0+[L$-6S8ZM34M98_I M;?E#Q]S!VO]S%8:#X[_*[:1U%[^[+C57!=_SJM*(R6,#90ZAC$-TF#WI M)+Z#.>0N,QD68#RTM.#?J"I$HU'%*HR1";?OSU?;9#4OW?&Q MVX_'_B[YWL_)Q_N??[I]&Z/^J'#?IUM-M7ZT`W'!$:XF=XSQOCT-.QZ,>Y>#_UQ M@4&F?M\M4O_\,IQF.]IA]Y[A#MWTY?5TM1L/)SG$P[`?EN]ZT&1UV-W\]GP< MI^YA+^?]+2VZG1U;_Q(,?QAVTSB/3\NU'&X-0L,Y?UA_6,N1[F\?!SD#5?;5 MU#_=)9_2&U&GR?K^5A?HWZ%_F]'_5_/+^/;+-#S^/AQ[66W9)]6!AW'\HD)_ M>U0F^?`Z>/JS[L"?T^JQ?^I>]\M?X]NO_?#\LLAVE^J1W;B7F>3/U6%0:T!. MO?NF_WT;'I>7NR2OKLMZDZ=9F:P>^GGY/*AGD]7N=5[&PW\0I*6[03(S2"%E M&G]VG6W+M*PNC[(&17HFHENZ^]MI?%O)Y2%SSJ=.+;;T1HYLIF!TN$G)VNY4 M]"<5KA^2:E66:"4%0B"MK#:?/UU]5IP^NH)9"!"JK-"E#<0PJL&05"S M+1798A_3*+#OJG8/$GGU67G*&\ACJ[6!(%^*UAK4-F7!POH4W_"&4V<3XT&^ M"UP)JHAV!U+\6+#'3132XBPJ-ZN@($[?.:I+(?/'G4J!J!@#8MP,:J$ ME:\A+9."YQDUP%:FAE6B22V!5::\]!T!!CFW/\[L`T%Q%#?/R#%81?!.ZXJ? M&"E$06-RUM.6>$M?%MAOSALH4^!DRM".D_>:<,M5;%$T)NH'ZPFAV8A!%MHU MA4PF!F\Z("KM6L5QG1+NI@P/K7/[KMD'@MHH6GHY]AJ2`D29#+8Z&A,%-2E8 M+UOBY2M+$&_M9T"+I1CJU?$S-@7$,I5L730F"E1F@4J+:4U*MN*$>S:HFP+L M&67`7Z;,S](P"E.:<:)-K=,W$5E(F;((R-$"UVX.\HJ#W$1!F;@8XDQ9A87S M\BIEE.1V=6ES((C5OC%1(.@J8TE;ZLZ98D'=A9\MK9SL$&JC$ZC,@4"6HLD@ MRG.[#2P"6VAF2F^7&?`J?[H[;N1BG2$(`Z@#B\`6FOD\J+,HJ/FY8:+PW"VZ MW7IU,?ILB=]!U.<[U`"^P[6;-X*SI#%16`S"+P#9Q>@C]0=B*)M=3V),KAE( MF@PAUO2$6P2.H3V)8S@##%]:#1"%I\\MPHRD8VCF\XC-8H@-/L>8**S`8M6O M!FM1#;CR>XFJ48AC6$6G8P8$9%@-UB;BI.D$MP@SDH&+/]B(&ID9J['K09OY MHJSYA<%$H9H$%H$M-',6J@:!3J_'IP*X)]\"E&RYK>D'*)P';A%X!B:F5+290;* MR7%0YO"+#\["-N<6@2TTWP$;'W0@ MSL0\RD1V1C21J-X<1_VS4F"B?N@TLPEF4&-])4IF"$I$?U]K-Q00W31,% M[`W6IO/:N@ELH6KBE"R`=FR'\,NWB4(E"2P"6VAF!:R02X4R7_Q:U$3AS/"< MMP@<0S,KA/G,G,\%$([./?ARQ$29#KC+$!R6SND;@+!)Q5!(!F(`>E1,[:_B M@*J"H[$-+`);J`(*2XMI^>GG/8U`T#-SYQ9A1M*MH9DI&(.YQP!9\:M*87&H M]AS[`-0ZIV^$#9<6*H:R,A`#[*.-"%>%):02XR]HIC+6Z<4@"Q43P2D-K-`5FS6CI1?J:7RFT9GA7?= M&OFNFWY?;.T<\@VT4_?<_]%-S\-Q7NW[)_GHYKJ6&V^"E]7@EV4\Z9>I'L9% MOGNF__LB7RKLY;M(FVL9_#2.B_U%+IJU>TWQ_G\```#__P,`4$L#!!0`!@`( M````(0#8H8T%5P,``+L)```:````>&PO=V]R:W-H965T"Y.*BW+CDTGH>ZS,Q(&7IXW_Z^?3W<+WE*;E M@>:B9!O_+U/^_?;CA_55R&=U9DQ[P%"JC7_6NEH%@*O(@"L-94%!>^LBPDN_A$,XR451`L>\5V>K+J122[G/(^Y4D-+MQVXV0+\YNZK.;T^= MQ?63Y(>OO&10;;@G9@DP(IO)(]5TNY;BZD%[@*:JJ&DVL@)F MDT(<0BDSXWPP7HL!LP+KRY;,DW`=O$!5LAJT0]#2]QI0["+2$40+"2"2)AQ( MLA/.+0QC=<.835V)'4*6MF(F]+1C,EC^ M'8(25._'ECK>.!E7GXVJ&^M`O9?=#D&H'BU:?LS=\<[:R)W_M.W9K86`?J_39&$*K/>@V8=IWS-FY'&U[#$6UC M'6CWZ'<(JK7;PF+9N\YE6Q5'F\`$'1&WYH'ZO.D;[+D:51=^Z7I3U[MHO*[^ M&\,,QU#OS6NYZC@0A7&T%XQ5(%WG?VZ`F,DSO'YK[E4AZ55Y5X/J(G3ZJY;' MH39TNV4P`A2=B;2V:=FDZJ_5%G%V`(N"MQPQ1,GEC* M\EQYF;B4,.XBF"B-%7?TCJQ@=L/*[-E3V-W6'C0.V*@5/;%O5)YXJ;R<'8$R MG,QA'DER,ZM26"[:&)T*[`!P[#+LR++ MME#+,B2E:?]^E)1X=E)L?4DLZO"0/"25W+W(!CUS;81J4QQ/(HQXRU0AVBK% M/W\\W*PP,I:V!6U4RU/\R@V^RSY^2(Y*/YF:_A4&4I&,\5.TC>VD"B>4,M MY&]JT9DSFV3OH9-4/QVZ&Z9D!Q1[T0C[ZDDQDFSS6+5*TWT#=;_$<\K.W/YP M12\%T\JHTDZ`CH1$KVM>DS4!IBPI!%3@9$>:ERF^CS?Y`I,L\?K\$OQH!M_( MU.KX28OBBV@YB`UM<@W8*_7DH(^%,X$SN?)^\`WXIE'!2WIH['=U_,Q%55OH MMH_'5`.1X!=)X48`*J+:<+&ZC63Q=8+3GQCX(YXL1.QBKY.\` MBEWTGF1Z(IE#FJ?[Z62Z6L2+Y?]92,C(5Y)32[-$JR."Z8"8IJ-NUN(-,)]* M..71%P72,H>^=W#O!.D:L#YG\>ULE9!GD(F=0-L`6F/4@Z9CQ.Z,0V1BQ>P-Q`LU&>7L99U*OF M;E,,;+T@H-JZ9_(2;`-H[GON--E=&O*!810<^O:&2,X*@S8.>E'A-H`&02\- M^<`P"@J#.PAZ6;&[O:KXKW:AX@!:A3&Z')%_7<)2._J39]0+&1(,^QJF7')= M\1UO&H.8.K1^R;*DMX9G8@O/A-\UTE_`]G:TXE^IKD1K4,-+<(TFMQ!8AT4/ M!ZLZ/XA[96%O_6<-[S&'_D43`)=*V?/!/27]"Y_]`0``__\#`%!+`P04``8` M"````"$`B:\)3E<#``!>"@``&@```'AL+W=O&ULC%;;;N,@$'U?:?\!\=[8SK6-DE1-K.ZNM"NM5GMY)C:.46UC`6G:O]\! M'`=PU/:EC6<.,V?FP,#J_J6NT#,5DO%FC9-1C!%M,IZSYK#&?WX_WMQB)!5I MC5!,:JSY;=#PP795U#W2S(EV3FV^1B$KUDF MN.2%&D&XR!(=UGP7W440:;/*&52@VXX$+=;X(5FFR01'FY5IT%]&3]+YC63) M3U\$R[^SAD*W02>MP)[S)PW]EFL3+(X&JQ^-`C\%RFE!CI7ZQ4]?*3N4"N2> MZ249KR`3_$4UTWL`2BBU&V5$J7O^S MH*0+98.,NR!3H-GYQZ/Q[2R9S=^/$EE&II*4*+)9"7Y"L#T@IVR)WFS)$B)W M)70\^J*@MYE&/VBX601T)5B?-\EB,EY%S]"FK`-M+>@.HQX4('9GA&Z5CILZ MA@B8]?2@:(?>F86V^BSFLX##$#+Q$;LKB`"27H%,^R@>S\E5GMH*6CN-@&X% M2;86-#5:ZU[L0D/J&+RDH)?3'*/=).ZETMXUAA)Z%2#YA;[I^]:";JV2H4J> M,^D+MXIYSKAW>@1AH/8."(8Z6I#3G="0.@8O^=Q+?MXZVOJN)!;D M)`T-J6/PDBZ\I*$DVCNH.)3$@J9&DL"W>\.77O=Y[/3%G):B MO>;MY5A3<:`[6E429?S8`)L$SF-OM<^+K7Y>F`="[X!+OR4'^H.(`VLDJF@! M2^/1`F:4L.\#^Z%X:^ZO/5=PW9N?);SC*(S_>`3@@G-U_M`OD/YEN/D/``#_ M_P,`4$L#!!0`!@`(````(0!B\M;!I`(``%,&```:````>&PO=V]R:W-H965T M8'E(':0-D`+%$67,TU1 M$A%1%$@Z3OZ^CZ2E6E:1Q@=;XAO.S!LNWMR^B`8],Z6Y;',TF/@K7&DRC6 M$`/^=`--Z^.%"-!UX]5*Q4Y--#W2SPGM.=V M+Q-ZP:F26I8F`+K0&YWVO`I7(3!M-P6'#FSL2+$RQW?Q>I_A<+MQ^?SB[*0O MGI&NY>F3XL47WC((&Y;)+L!!RB<+?2SL$$P.)[,?W`)\4ZA@)3DVYKL\?6:\ MJ@VL=FJG4-F`$GPCP>T6@,[)B_L]\<+4.9YE0;J(9G&28G1@VCQP.QM1& MBM\>%)^I/$ER)IF!S7,]"9)E&J?9_UE"[\AU\1-ETP M,KB!'B_<]*)VU(K:8*V+G1\`DL'%[$K@'XB_D)$D-'TAV0?02]LJ)'*AE"W3 ML=;.8^:#O?W%P$AJ_J:4K>88C`]-0;2K*ZTS*)J[[*-@=65F[P'.S$@;]MD; M;=KJM?8LNM+VH(5?]C>_@3G$',QP* M<-0[4K&O1%6\U:AA)5!&P0+B4/Y6\"]&=N[`':2!0^X>:[B\&6SI*`!P*:7I M7^S)&/X.MG\```#__P,`4$L#!!0`!@`(````(0#*4*9.K@(``-$&```:```` M>&PO=V]R:W-H965TE?I3CJ=[N/9`0-6`2/;:=I_?VL[H8%$O;XD87=V/#MK-IN[E[9!STPJ M+KH8!YZ/$>MR4?"NBO'O7P\W*XR4IEU!&]&Q&+\RA>^2SY\V!R&?5,V81L#0 MJ1C76O=K0E1>LY8J3_2L@TPI9$LU/,J*J%XR6MBBMB&A[T>DI;S#CF$M/\(A MRI+G+!/YOF6==B22-52#?E7S7IW8VOPC="V53_O^)A=M#Q0[WG#]:DDQ:O/U M8]4)27<-]/T2S&E^XK8/%_0MSZ50HM0>T!$G]++G6W)+@"G9%!PZ,+8CR_D:K%X8ODQ3?>,3`;QF0&L!/BR4`?"Q."8G)1_6`' M\$.B@I5TW^B?XO"5\:K6,.V%*Z#K&L\A;+/U9 M$"XPVC&E'[BIQ2C?*RW:OPX4'*D<27@DF8/,8S[TPM4B6$3_9R%.D>TDHYHF M&RD."&X'G*EZ:NY:L`;F8PM''4-38&UNT/<&;HM`KH+H6I--`=A88G0UCN^*1B<88 M.AB&L`S]0;QU?>LP*S?'<2Y])Y==SXU$P;V^(LI$IZ*"\<%;AYE;4;.)2^DH M.1W7*/E6.=(57=5EHE-=DSN[=1AGUANY-3)])P<+R'"[NNGM<:O%O9`MDQ5+ M6=,HE(M]9_=!LAFB;J-M8:/9M4"&!"R:GE;L.Y45[Q1J6`FEOK<$-Z3;2>Y! MB]Z^,SNA8<78GS7\=3"X:[X'X%((?7HP6V_X,TK^`0``__\#`%!+`P04``8` M"````"$`\"+'+JL"``#:!@``&@```'AL+W=O&ULC)5;;YLP%(#?)^T_6'XO8)*0BP)5LZI;I56:IEV>'3!@%6-D.TW[[W=L M)Y20*.M+B,\Y_LZ5P_KV533HA2G-99MB$D08L3:7!6^K%/_^]7"SP$@;VA:T MD2U+\1O3^#;[_&F]E^I9UXP9!(16I[@VIEN%HYGO!&N-ARC64`/QZYIW^D@3^4=P M@JKG77>32]$!8LL;;MX<%".1KQZK5BJZ;2#O5S*E^9'M#F=XP7,EM2Q-`+C0 M!WJ>\S)))$LSFT83$,XRV3)L';N]BE.^TD>*O-R('E(?$!P@\ M#Q`2!_%B1F;)_RFAC\AE9RLPQ>H2GXPVGBC)4:]T:2W",%-[POX`U]''U9ZZB.9]?==&!MO MLG3-&`(G)\!Q\%8+V0SB2A9CLK>9GI&G)^1CJ%::XM@5(H[(&.;5"U^G/H63 M$D"[+Y3`2@?<<8&]>GJ-FUSD6NF`.^]C\F7UZJO<^46NE0ZXBQ'7JZ]R[0I\ M'[MC?:UTP%V.N%Y]E0M3>(%KI9;[/J%S,BZ&M_'P]P:<-`]VR26Z$Y_BR3(: MQ7XP.@P'Z;7>@5\Q_L443%7L"VL:C7*Y:]U>R-:]U*^V#:RVV$UMKX"%T]&* M/5%5\5:CAI5P-0KF,#W*[R9_,+)SK]M6&E@U[F\-WQ`&[WL4@'$II3D>[/;K MOTK9/P```/__`P!02P,$%``&``@````A`)<3+@-Y`@``J`4``!H```!X;"]W M;W)KN;:"-7E.(EB MC'C'5"FZ.L>_?C[>W&%D+.U*VJJ.Y_B5&WQ??/R0'95^,@WG%@%#9W+<6-NO M"3&LX9*:2/6\`T^EM*06CKHFIM>AP8%CK]W"HJA*,[Q0[ M2-[90*)Y2RWH-XWHS9E-LO?02:J?#OT-4[('BKUHA7WUI!A)MOY2=TK3?0MY MOR1SRL[<_G!%+P73RJC*1D!'@M#KG%=D18"IR$H!&;BR(\VK'#\DZ]TNIF+5D#\RF%DXXA*2@M<^@'!_=!(->`];E(;N,X(\]0)G8";0)HA=$`FDT1 MVS/"E9#T2-Y9A;-.52P7TQLVUY!TBMB^@;B`[-Z`S`>6B<[T M39W."KT>%2)9IJN!P:>^"2`_IMZPO33L1H;)I="O47%\[])X:)7SYAA2&+J0 MS-/EQ>4!=!]%DV"M''R+_^8*^L#%ASB37-=_RMC6(J4/GQ[S( M!FM8U`TLJI]V,CA@?WI:\V]4UZ(SJ.45A,;1+2R,#JL6#E;U?A3VRL+F^,\& M_H@?#F\# M```2"@``&@```'AL+W=O&ULE%;?;]HP$'Z? MM/\ARGM)G)`$$%`5LFZ5-FF:]N/9!`>L)G%DF]+^]SO;D-J&J1T/0#Z?[_M\ M=[[+_/:Y;8(GP@5EW2)$HS@,2%>Q+>UVB_#7S_N;21@(B;LM;EA'%N$+$>'M M\N.'^9'Q1[$G1`;@H1.+<"]E/XLB4>U)B\6(]:2#E9KQ%DMXY+M(])S@K=[4 M-E$2QWG48MJ%QL.,O\<'JVM:D9)5AY9TTCCAI,$2](L][<796UN]QUV+^>.A MOZE8VX.+#6VH?-%.PZ"M9@^[CG&\:>#R^UQGXSH,MJ?&AD3_8\0NAN[V$=&=J2\4:8(+O MH*6J!N#H^%G_'NE6[A=AFH^R(DY1DH7!A@AY3]7>,*@.0K+VCS%")U?&27)R MDH+,TWHR2B89RO+_\#(^>8'?5R_C)"LF[]`2F7/I>)18XN6%:!2&-(2*46[]2JM@%8`/JT1/FTF$=/$-OJ9+0R1M,P&(Q2UV)]Q<(S M*2]-4)Z.!S\1R!TT0SPMS6>M"G6UYMFP7Q]G94RF.CGJ?&L?*"W`H8347:%4 M*,3+.CF(GGJDQFC\2NH#I04XI)"/*Z0*780@=`@WRN+8(S5&$Y.RM/"BO7:6 MD\*+4VF6M61'$)3\%4$*]01!._,$&2,K"CY06H!#FE\E5>B;H3=&%JD/E!;@ MD!8.J;X6XVRX%FK5.W$^G7@G-D9CG8+<*XKU>5%U'%6)I04X0M3$>;V?YUI7 MJ"<@BY$GP!@9`7X!G-<&?@MP^.%:7^%7J,>?IQ['RAA9T?>!T@(<4@0-_0JK MAM],^LG*XKU`2AMQF54?NHPW,NWIC4MWLC*W+O?J8>VL>M>C=!:+?_0]F(BV MN(MF;9J7(S*?>I6WTDX@=[$IC&*4%+']09]N$K>0UJ/&PO=V]R:W-H965T M9(7*/7E.9G M<+'-3EG]IW&J*GDZCPX%+9/M"?+^,$=)VOEN?O3DE*+/=MZP@4&WH M$^O`EM)7)HUV#,%@O3?:;SKP7ZGLR#YY.]7_TTM(LL.QAG:/V9"4GN!)\%?) M,S8'(/7DH_E_R7;U<:G:$VT\-6S3&JO*EE2UG[&QJI*^537-?W-1$_K5B=4Z ML2',UFYIUFQLCB>?\#+J0F'9?C86G>?5U,--ZF2U*.E%@4D&D5?GA$U9`*Z/O*G#CF0G^'XJ:M:-T7V;)B,Z!`$G=`(COQ'BK\ M`05Z3/!8$@Y(Y$BBAXKXGD*'TE_K#W/C7OV96:[_9"P'L^Y+3)A6LFCSC,@= M%$UD3]XS(O\94?",*!P2.:BIT:!H)`<>#XIN=9*Z`BOU7E>8F76%[1=LF:PQ MV&#@=D`1%A+NDC1R>9VHZY6/08!!B$&$02P`*3=X)PSEQC!LJZH8J.W( M@:ZY:'2=5!L,7`P\#'P,`@Q"#"(,8@%(N4V&RAGC=R,SX\RG:/FLN4C('`,7`P\# M'X,`@Y`#RQ@UKVA+(]6%G8+OG!F8^6%=N$BH M"P8N!AX&/@8!!B$&$08Q![?*C0WI8XI5D8K@R$7HMC&&:V5KY,I.LCZTE@3=2V0QMK(M2IA7/>*VA!=WB@Y2WE7?G/3Q.%*W<-F5CZ79$%X??H/C-Y9S`O3^7!```O1```!D```!X;"]W;W)K&ULE%C;CJ,X$'U?:?\!\=X!$R`A2C*:,.K=D7:DU6HOSS1Q$M0! M1T!W>OY^RS?LLEEE]J73J3K4L>N4#Y#MIX_V&KS3?FA8MPO)(@X#VM7LV'3G M7?C7G\]/ZS`8QJH[5E?6T5WXG0[AI_W//VWOK'\=+I2.`53HAEUX&U<]"@=_[X$A/U=MU_(/=?Z7-^3*"W!F_I&978(*_0=OP&8"M5Q_B\]X< MQ\LN7.:+;!4O29*%P0L=QN>&7QL&]=LPLO8?"2*JE"R2J"+PJ8J0?)$FV6K] M?ZHL517XU%621;+.2)8_7DLD]R7Z\:4:J_VV9_<`A@Q6/MPJ/K)D`Y5Y(_(8 M!*EY\C//"@R$!XB^[TD>K[;1._2V5J"##THPHM0(+@GP3N30$(MAC8'5ACLH,$I4)TWK?2"B"N%''I M#?/H+H05VQR%PR%!:R%"OB8X6Z)LD4]9Q`X3:^U4L_.HRT[BJ8(8A(,$I8+] MB23.XDJ=1S%^X$R8ADCW+W.E"V<)T!G&O9KEY%'.3U&.7($M= M*X`X^-W!.4O6)/'LPTF2((O+"B"N`G%I+7D4[R0&<>RNBS2SAI2KP<* M9?79CN"]N/,6!;=F=ZZ!V_&!@T+9 M3=:^Y/%@*W)-GTA+@7:9$4*VW"'<7W"A'VN,UH2K=2*+O%VJ`\'FX8AL>3 M5/K)@_.:6*XC1\B.X)[.^Q!_SO9[ZKC;0:&DI$8T1:DMB1]7D\3LV)VF@9+N MX@R4>WM-M`>AP^H\4943RNOTO%,EOE.!`YOU*T6U%TV'5%TG-,9[Q(;D*2K- MY)&BEN6H]EH1S(=-:.JI;SY9X3S='N!-E,LNG[V]3LXG);E\`94O7+?J3+]5 M_;GIAN!*3W!GB1OG[*+R.[B5>?%S;"VZ3X]P(_$U!XJ8@7`#XQ-NHO M7+KIAX?]OP```/__`P!02P,$%``&``@````A`#-$#'#>!@``#1\``!D```!X M;"]W;W)K&ULE%G;CMLV$'TOT'\0]+ZV)5F^+-8; MQ"+3!FB!HNCE62O+MA#+,B1M-OG[\BK-D&-M^I*-YPQ'AT/R'-E\^O"MO@1? MR[:KFNLNC&:+,"BO17.HKJ==^/=?GQXV8=#U^?607YIKN0N_EUWXX?GGGY[> MFO9+=R[+/A`5KMTN//?][7$^[XIS6>?=K+F55X$_&Q/'HJEOHL1+=:GZ[ZIH&-3%X^?3M6GSEXN8][=HF1>VMOK@E:^KHFVZ MYMC/1+FY)NK/>3O?SD6EYZ=#)68@VQZTY7$7?HP>^3()Y\]/JD'_5.5;!_X? M=.?F[9>V.OQ674O1;;%.<@5>FN:+3/U\D"$Q>.Z-_J16X(\V.)3'_/72_]F\ M_5I6IW,OECN50XKF(IXD_@WJ2NX!,?7\F_K[5AWZ\RY,5K-TO4BB.`V#E[+K M/U5R;!@4KUW?U/_JI,B4TD5B4T3\-46B=+:,T_7F_U1)3!7Q7%LEGL6;-$I7 M[W.9ZWFI?K"\SY^?VN8M$)M,,.]NN=RRT:.H;!IA9C.T1JQ0(;,_RG0U2$RZ M$]&OSU&ZW3[-OXIF%R9I3R3%FP0G93II&P9#I1AG,)LA5T4^G(/`7-`?YB#Z M"N9@JG&Z=9> M)RW5QI/=RMP`AF,NP8-%JL1CFH99HKY,V:F?$\0:CV23* M$+IT*G.$QJNA,F(N=C#1/QG%S-.UNQ5TSE(1?]@Z:#:),HRZJW\/1<17)'$9 MQ<1%RZ-AZKKE.DDSCQ+GZ=DDRA"Z7./*'*&@,F*^)IG+*&:>KEV9T#E@Q]J` MDA5G_1D"Q^.CE<&"4O.A,DB_'M7-*H.,.N0V;E=U#B!G`Y+<0^3L;&;10:M` M`#$2@D\)U$J!D`XJ2TQ)FP8$1""!&D7!/@I(*8T[IQCD7>Y-D MCHU#.)M$&4*=U>9W0$Q<^H&_NI&V"214230*ACXU)@MTTXLP+\)A!'.1&D]P MT=(OA'8435^Z(YT%N;@1YN5P&,%,.(*CS2@(F+^4>H*_=@#(WY?Q2"?=T_%IF#FP1Q\7'V%,7PH^05_[`*1/ MB+EX"95*8-3BKG3OB-_&W"V MBR_<)FG\EOF:;),C*F@O9+`N.K$`$LY): M[CM)K"4>.HEHEN.D>Y,%:0%K4,+$O!P.(XB+L`J*BPJ__VN)'(Q>`\RXD1WS M(AQ&,!?:-A(M_TY?G%VQ-UFTWDV!#(%.N_D=$/.F+2;Q+<:7:9-TA[:N0()L M:B2_`V+:M+LDOKL0,FVR2&K9%,@0Z+5;/UR7'4',F[:7Q+<77Z)-TK@_LR%" M'>HID`^@*]$)[2$J_)Y$FR1($'[?>!A[HH^ZE\]A!/>-=HY$J[QSO)PWTKW) M@KRL.Y"-L^"@AK``IB7%VU?#1&LZI.5KM$F"K*P5D*PL.+("$-/$O[/(R8+$R!;`KD=T#,F_:8)>DQXY=[M59[DP5ZZ$68%^$P M@KE(>1_WF/UA=2G#[WJOR8)<]+@QPKP<#B.8"VT&XOK0?>^EUE-GZ0L+QY@S M4X($V10H[R[EP]V1FK>^E=2W<'79GLJLO%RZH&A>K^(81.(+\!#5MZ&9N`U5 M-XKS`1!WE+?\5/Z>MZ?JV@67\BB&+F9KH;BMOL[4'_KFIN[`7II>W$ZJ_Y[% MM7,I+H@6,Y%\;)K>?I!F,%QD/_\'``#__P,`4$L#!!0`!@`(````(0!=I&PO=V]R:W-H965T>> M^T5V]RI;],*U$:K+<1+%&/&.J5)T=8Y__7RX66!D+.U*VJJ.Y_B-&WQ7?/Z4 M'91^-@WG%@%#9W+<6-NO"#&LX9*:2/6\@YM*:4DM''5-3*\Y+;V3;,DDCN=$ M4M'AP+#2'^%05248WRJVE[RS@43SEEK0;QK1FQ.;9!^ADU0_[_L;IF0/%#O1 M"OOF23&2;/58=TK370MYOR8SRD[<_G!%+P73RJC*1D!'@M#KG)=D28"IR$H! M&;BR(\VK'-\GJ^T,DR+S]?DM^,&#;\!WC4I>T7UK?ZC#5R[JQD*W4^?"5`N1X(FD<",`F=-7_SZ(TC8Y MGLZC]#:>)I,4HQTW]D$X7XS8WE@E_P100[3N0V<`RTCD=Z?1EG,9#U=PM]/RL(.E\,1#Y"JP#QD^K-VPN#=LS MPR@VM.VL1I>QW6V.(9.A&="QR^`!M/`-CEKS)ZIKT1G4\@I&PO=V]R:W-H965T MD%E]RDI6TYW_BPK_T_Z/#]L[XR_B2JGT($(M=OY5RF83!"*_TBH3,];0&CQG MQJM,PE=^"43#:792BZHRF(?A*JBRHO9UA`W_G1CL?"YRFK+\5M%:ZB"J?//E4C.>'4O8]QM99GD7 M6WT9A:^*G#/!SG(&X0)-=+SG.(@#B+3?G@K8`9;=X_2\\S^334IB/]AO58%^ M%O0NC,^>N++[G[PX?2UJ"M6&/F$'CHR](/3+"4VP.!BM?E8=^(=[)WK.;J7\ MQNY_T>)RE=#N")?DK(1,\->K"CP#L/7L3?V_%R=YW?F+U2QZ"A=D'OG>D0KY M7.!:W\MO0K+J7PTB;2@=9-X&60+-UC^?S=<1B5:/HP2:D=I)FLELO^7L[L'Q M@)RBR?"PD0U$;K?0\N@W!;7-$?T9X6H1T!5@?=V3:+W:!J]0IKP%'30H]KT> M-+<128?`4F' M"XNG*N,B[*N&7NBY41"HVE,?297@H$%+U7.L2>(:4L-@)8>^O5,DM.Y\V$+? M!4BZ=I)JT%IUB133*9.!:4A-C,T!!FV"@]0[B#3<@&ET3TJFB@5J$ MCK@F/:J_**;%9H7*-L%*"Y_#RKF7!Z)19EU<2VIB;`8H:1,,M.(]ZHRABUHK M8#1Q3Z=AL1F@KDTPT++GU&!T9SIQ-#H3Q2Q[8AK2=M(BJ7-`.5M M8-#O7:N>O??1*P]#,'9>/_..K">6T[DW.#[W9T;ST=.PGB$KRB\TH64IO)S= M:KBF!":)WJJG\`-.X6J.[ATP&S?9A?Z=\4M1"Z^D9U@:SI[@.'(]1NLODC5J MS#LR"5.Q^GB%GSL4IJ-P!N`S8[+[@@+;_X#:_P<``/__`P!02P,$%``&``@` M```A``+<%+$&UL MC%=;CYM*#'ZO=/X#XKV!24)N2E(5T)Y6:J6CHW-Y)F22H`4&,62S_?>U9[B, M![K;E]WD&X_]^;,QSO[3:Y$[+[R6F2@/+IOYKL/+5)RS\GIP__WGZ>/&=623 ME.VN::N=Y,KWQ(I$S4?$23BZB M+I(&OM973U8U3\[J4I%[<]]?>462E:[VL*M_QX>X7+*4QR*]%[QLM).:YTD# M_.4MJV3GK4A_QUV1U,_WZF,JB@IYY M\[=X?.'9]=9`N0.\DHH<(L%?I\BP!R#UY%7]?V3GYG9P%ZM9L/87;!ZXSHG+ MYBG#NZZ3WF4CBO^U$6M=:2?SULD2:+;G\]E\$[!@];X73S-2F<1)DQSWM7@X MT!X04U8)-AO;@>"\%0R+OQ>-3R%FAN"!*M-[T@I$&J;I2HY2A+90&P`)#:4;4(C1`\N9-`7 M8;NR0FJ3C2[CPDH^(J?+-;T;DU/C+F$&S3W!#%&J!O20U2&A-C+DL('8`$C0 MU6101*DU2:N]U6Q1 M=]B/"P,@X1G,\(GX"J8$0'&KXWBN`,<345(N8C<0F0B/C,!HBJP*LAA<@ MT[.*YKX9Y=Y---PK1GWXQF'<^E>J45XXJ`9>?2WT_")\EDO['<2,*=+(;Y"^P-8 MHJODRK\G]34KI9/S"USU9VMX)&J];^LOC:C4/G@2#:S/ZN,-?A=QV*/\&1A? MA&BZ+QB@_Z5U_`D``/__`P!02P,$%``&``@````A`&>[!!+``P``O@L``!D` M``!X;"]W;W)K&ULC%;?C]LH$'ZO=/^#Q7MCX\3Y MI215-VCO*O6D4]7VGHE#$K2VL8!LMO_]#9#8@-UK7W;CCX^9;V9@F,V'M[I* M7IE47#1;A"<92EA3BB-OSEOT[>OS^R5*E*;-D5:B85OT@RGT8??'N\U-R!=U M84PG8*%16W31NEVGJ2HOK*9J(EK6P,I)R)IJ^)3G5+62T:/=5%=IGF7SM*:\ M0<["6OZ.#7$Z\9(145YKUFAG1+**:M"O+KQ5#VMU^3OF:BI?KNW[4M0MF#CP MBNL?UBA*ZG+]Z=P(20\5Q/V&9[1\V+8?`_,U+Z50XJ0G8"YU0HHW2WL0GZSME->;\3=1&W/R4_?N8-@VQ#G4P%#D*\ M&.JGHX%@IN3D#$#I] ML_]O_*@O6S2=3XI%-L5Y@9(#4_J9F[TH*:]*B_I?1\)W4\Y(?C%BL=JDKY"5\DYZ+<"\)5KV]@3(XLR/*#!HJ@W3$-7`D+QTQ M0#P@<#H?=6K07];`D3RG,4`\('"Z&'5JT##2993E)T?Q7,8`>0#V4N5=&0+W MYJ'H+^?CJ!LT=%],>P/NK#N.YS\&R`,P_G]RT^!*C[@W:.@>%\NL"\#Y=R3/ M?PR0!V#C7_7[@P1@Z,DC$BP<:BAPG(([R=,P0$B'_%\5L.E-PS)8.!0QN(IW MCJ_!-;H>(1W':,C[YAHFPK2F$0VN8_GMH,#Q6<2.U+O<#Q#2(5:$UQ9"%:97 MC:AP+2Q4$=]\[/4Y>T;V`X1TB%'QDT.)38L:T>`ZEZ\!9\OH5-J]6^1GPFWK M$=)QK(:^G8>),%UJ1(1K7J&(OJ+N:L"$8"Y0[W(_0$B'6!%]*D,1IFN-B'#- MS!=1X/B-@+$H%A$C9G0R'/>0Y%E_OYP*-Q:Y8:)F\LSVK*I44HIK`V_3%)Z? M#G7CV!->PQL,TU&$[_$:GN(A3F!\LWC:;8"AJJ5G]C>59]ZHI&(G<)5-%I!2 MZ>8O]Z%%:X>!@]`P3MF?%YB3&;SZV03()R'TX\-,>-WDO?L/``#__P,`4$L# M!!0`!@`(````(0"I)&'-C@0``+H/```8````>&PO=V]R:W-H965T&ULE%==CZ,V%'VOU/^`>$_`).1CE&2U@*9=J96J=K=])L0D:`!'X)G, M_OM>^V)C&[2=ON3C<'Q]N!\'?/CTWM3>&^WZBK5'GRQ#WZ-MP2Y5>SWZW[X^ M+W:^U_.\O>0U:^G1_TY[_]/IYY\.#]:]]#=*N0<1VO[HWSB_/P5!7]QHD_=+ M=J&]IR M#-+1.N>@O[]5]UY%:XJ/A&OR[N7UOBA8:XNG+M65=?J[A MOM_).B]4;/EG$KZIBH[UK.1+"!>@T.D][X-]`)%.ATL%=R#2[G6T//J?R5,6 MK?S@=)`)^KNBC][X[?4W]OBEJRZ_52V%;$.=>'[^B]:TX/0"E?,]49$S8R]B MZ1>`0A$LF$1[EA7YH_,NM,Q?:_XG>_Q*J^N-0Y!8+"E8#3O#I]=4HB<@%?D[ M[E!=^.WHKS;+>!NN2!3[WIGV_+D2:WVO>.TY:_Y!$AE"89!H"`+?#[P>D?\= M9#4$@>\A"(%X'U2P'A;#MUI,EKLX7F]VV_^\CP!S(G.9Y3P_'3KV\*!AX:[[ M>R[:GSQ!9)'$50C%+<3%S^*JY`#<`_IV"@_!&Q2E&!C)E!'9C%0Q1&%$T,P` M`E"AI4`J?B!%7+6E$'NC9,I8V8QTREC;C&S*B#7#$@LE-,2J?`D4$@BMK?*U MT$ME(72`S`&M'J,[,C@(]^B!;[[AU=D0&?&K&SF:DBJ$K9`"6 M!&BS&0D"M27L[0T29*QE`Q'H5[)U\IXJAI9@`):$S:P$@=H2B-NH2!$:RM-B M0:+%"OJG%"V](([>5'&U&@.PU&QGU0C44>/V*E)BF9$U/$C<2`'CJ7#&=I4<[00$[&5"'>;%H2@Z9ES2MQ!'3B6 M$G=4-6=4@I%EJ]A*A)?-*$&+LY0X_9^(IQ*4#Y6U9.G,E,X!UG+,Z@Q&GJ5'-&)6K51(GPMADE:'F6$F*,RHQ$+M/A,?-*$'KLY1,1L>P1SG6*4%D(YLW6L?[I=,WV<"8 M&1QA=3,ZT`$M'NP'!`A!"UB$<'<9Q14EXVL(3PCV_TM_S[EJUO5?3$KHO M7(J31H=G+?S#V5V^E9\9AZ.3_'F#,S*%5]MP">22,:[^".O1I^[3OP```/__ M`P!02P,$%``&``@````A`'BD*.5Z`@``IP4``!D```!X;"]W;W)K&ULC%3+;MLP$+P7Z#\0O$!,=>F5*<]D7.`XBC%A/9<7[IL"_ M?SW=+3#2AO05Z63/"OS.-'XH/W_*#U*]Z)8Q@X"AUP5NC1E68:AIRP31@1Q8 M#S>U5((8.*HFU(-BI'))H@N3*,I"07B//<-*?81#UC6G;"OI7K#>>!+%.F)` MOV[YH$]L@GZ$3A#ULA_NJ!0#4.QXQ\V[(\5(T-5STTM%=AW4_1;/"3UQN\,5 MO>!422UK$P!=Z(5>U[P,ER$PE7G%H0)K.U*L+O!CO-K.<5CFSI\_G!WTV3/2 MK3Q\4;SZQGL&9D.;;`-V4KY8Z'-E0Y`<7F4_N0;\4*AB-=EWYJ<\?&6\:0UT M.[4I5';P)OA%@ML1@,K)F_L_\,JT!9YE07H?S>(DQ6C'M'GB-A M%!^I/$ER))F#S.-]$B2+-$ZS_[.$7I&K9$L,*7,E#PBF`]ZI!V)G+5X!\[&$ MHXZQ*+"66O2CA;LDD*LA^EK&6;S,PU>PB1Y!:P]:8C2"DBEB9239F>EU^8?R8":8:MF%=IQ&5^]Y->9F/4;^G:]A3-^SA M>`'K,Y"&?2>JX;U&':LA-0KN85^4WS1_,')PD["3!A;'/;;P060P5%$`X%I* M4_````__\#`%!+`P04``8`"````"$`L&MAAHH"```@!@``&0`` M`'AL+W=ONIK'C?%/C7SX>;)4;:D+XBG>Q9@5^9QK?EQP_Y7JHGW3)F$!!Z7>#6 MF&$=AIJV3!`=R('UH*FE$L3`436A'A0CE7,279A$418*PGOL"6OU'H:L:T[9 MO:0[P7KC(8IUQ$#^NN6#/M($?0].$/6T&VZH%`,@MKSCYM5!,1)T_=CT4I%M M!W6_Q'-"CVQWN,(+3I74LC8!X$*?Z'7-JW`5`JG,*PX5V+8CQ>H"W\7KS1*' M9>[Z\YNSO9[\1[J5^\^*5U]YSZ#9,"8[@*V43];TL;(B<`ZOO!_<`+XK5+&: M[#KS0^Z_,-ZT!J:=6A^&-&=-E+\\4;Q`>4AR0$"WP,D3H)DF<9I]G]*Z#-RE=P30\IB!VU^(UD&T)LP@Z2:WRSFJ=#8@U2)_+.$NB/'R&KM"#T<8;K3`:C6:C10AA MQEC`G\0ZQK#2\QA9.OJ[-#;>9.6&,07.SH"7R5LM5#/)*\V6%V1O,[\BS\_( MQU2MM,"):T02Q9=I>O72JU=CI+,>P+S?Z(&53L#9Z.OK]^JY!Y^BGH&S-\%6 M.@$O+L!>?0#/1^49>/$FV$HGX,N^>O6_P?85/*W>L<=6.@&?VNA;X=6''E_N MF;^I?K\%4PW[Q+I.(RIWO;M>93Y*_0.Q@0H8S6X M1L$"9J#\%?<'(P>WM5MIX,:ZORV\Q`RN312`<2VE.1[L(S*^[>5?````__\# M`%!+`P04``8`"````"$`?3V%C)P"``!?!@``&0```'AL+W=O@%&M,E$SIHRP3]_ MW%\M,5*:-#FI14,3_$(5ODT_?EB?A'Q4%:4:`4.C$EQIW:Y\7V45Y41YHJ4- M>`HA.='P*4M?M9*2W`;QVH^"8.%SPAKL&%;R/1RB*%A&=R([9%$H4V@,ZWR5ZJ?G&O_&!*5WG#!28LB-)BP3?A:O]'/OIVM;G%Z,G-7I' MJA*G3Y+E7UA#H=C0)M.`@Q"/!OJ0&Q,$^Q?1][8!WR3*:4&.M?XN3I\I*RL- MW8Y-2"9J.`E^$6=F!$`Y>;;/$\MUE>#9PHNO@UD8Q1@=J-+WS,1BE!V5%ORW M`X4=E2.).A)X=B1A[,VC^'KY/RRSC@7.[5DB+UK&8;QX.Q??Z;+UV!%-TK44 M)P0S!IFKEIB)#5?`W!6B4S.4!AJ4&?2=@=L@$*W`^I2&BRA<^T]0[*P#;5X! M1I+N+I"9M+R'F6 M;R)VKR#.2/:O0.9#)A,ET..1$MN-63`4WWAA`$@`LA=/]A[J#AKR']`P`` M__\#`%!+`P04``8`"````"$`]U,EV2,$```"#@``&@```'AL+W=O]#VI; M5;[].FAWA*_DK(1,\-^J"IP!6'KVVE_O MQ;F[[>T@=J*5%Q`_LJT3Y=UC@>_:5O[,.U;])T!$AA)!?!D$KC((B9W0CU;K MGXD2R"AP':+XCK^.2!3_!)=01H'K&.6CA;BB*'TQTZS+#KN6W2V84%@V;S*< M=[*%@%C%P(-NYNC\C-X>`V8.UI<#B=?QSGV!QN02=)R#?!V1#`AL#L9-%8,+ M1$8V4%Z%S<`"K3J+.-(S'.>00$!_)0T\CPCJ0"M10^#E;'T1'/[ M*Z.\J7#WE#5"L($6"*'5(!0'QDPEJ,2E:C97.2R]`2M+!T.^GS5KO5#IX4?S4O8$?KK=W*GH-)O%ZFETQ>0*D M,!D,R,08TW3PF3PVF<\C"4>!4CA81I2Q:`5@&35KJO^864C9![N/"%0HMI\?ZBU/='=@[-WT3;=.$.5K(CB3 MX>BT#V=8FQ4 MXT@D2E+T',]0JT0B5$9O*2I!93,8*=/RH#!:/7!&5N M8C#.E5`_X#VI>CS[E,"!![?;E">965+5HF=&K5O(+"10Z\)'.CBQFXVSD$F-Y<(X2]0XSAMEEN'67QAG17_E846QZ!11 M(M^A*!14IS@?9XF2%",G(!K'I1VG2+.DJ%ATBBBD[U`4.JM1C#=&OXYPC,'V#C^)=([S2`>^\>I%&S$*5X&PO=V]R:W-H965TR%<4-9L?#0+?8\T&(TE//)C(%I.<*X/U540A6$2U)@VOHFPXA^)P8J"9N2!9:>:--($X:3"$OB+ MDK:BCU9G'PE78_Y\:F\R5K<0XD`K*M]T4-^KL]73L6$<'RJH^Q7-<=;'U@]7 MX6N:<298(6<0+C!$KVM>!LL`(FW7.84*E.P>)\7&OT>K/9K[P7:M!?I#R5E8 MOSU1LO,73O-OM"&@-MR3NH$#8\\*^I0K$QP.KDX_ZAOXP;V<%/A4R9_L_)70 M8RGANA?J2,8JR`2?7DU5#T#I^%5_GVDNRXT?)[-%&L8H6OC>@0CY2-59W\M. M0K+ZKP&A+I0)$G5!8J#9^:-9=+M`B^3]*(%AI"MYP!)OUYR=/6@/R"E:K)H- MK6*0,%/&>V75/F`EP/JR1C'`:D&TG+L[<,3HZY MD\-3_1"'@ZC*N_&!WZ!7$J6C5`9SJR6_07%ZDI'#(0)=914[)J*\ M+A&XW6C$Q(#2CLD\'8FR=_W1,AG..TP2ATG?7\IZQ6!4Z\Z`+-DM@Y,CGK0%9.2R#DT/-[,M[,E94>:_J&2MJ0'.M:#BH9>YUVN=N])T!655:!B<'@ADXD42;W]6R0UEI;(N;QQT[8SF1&1SVJS+1H1VJ;]$8 MC5MT!(B22X>Y;-3,N%QN+RTRHV3$XO+&Z9O;=2B[:G-.6]P\:FY,Y#'C!#Z' MP3`QA)`U=$S/V!8WS__G$*S$B9X9=VN'ZD=1,NY8UQ^/I35+TZR:FO`CV9.J M$E[&3@U4&<%+,%C-LMZA%0QSV)TC^QZ6N+8'@P-6:XN/Y#OF1]H(KR(%A`QG M*8PD;K:P>9"LU=OCP"0L5?VSA']+!-9$.`-PP9CL']2>'_Y_;?\!``#__P,` M4$L#!!0`!@`(````(0"GDN!T!P4``*<2```9````>&PO=V]R:W-H965TNM3V:A[[$ZYX>B M/FW]O_]Z?ECY7MME]2$K>.O*FR#GXVIZ"]-"P[R$%5&41A&`=55M0^1GAL/A.#'X]% MSBC/WRI6=QBD8676@?[V7%S:/EJ5?R9'G%<7"/%2E$7W0P;UO2I_ M_':J>9.]E##O[V21Y7UL^6,2OBKRAK?\V,T@7(!"IW->!^L`(NTVAP)F(,KN M->RX]9_((XT2/]AM9('^*=BUU?[WVC.__M(4A]^*FD&UH4^B`R^>#S%40^!Z#_%\E"Q4$OL<@T6I)EO']^018&UE3FG79;M/PJP<+%6;?7C*Q M[,DC1%;%5!49R@M=S@7[2="W_MKWH'`MH.\[$L?))GB'AN6*M)^2(I.1]@S1 M-!&7:D``R@9Y4'9-7J]"H$)%/WR/``099,VMC`Z&1:$.RF*(8JB"/CI4"136 MF":"Q//U$$%.=(^DQ2`]M0&J`492Z(XCJ4"W/D@?9@X-65E)D;22_0K-:^F- M:Q2O2;&&%%CY#BD"M:4LK71[)"522A2N0OFQ).F<>>SD4.0LK"D9*F.G2H': M*F.[2TA"E?'2*1(I8R.I!A@R$D.&W&'S$'3CAA)7;3F)730DC;E2&Z`:8"07 M-[UQ>_=)!7IWI2))2VH#5`.,I&`/CJ0"M6U,XTB(N1/W!%G]=G7O!$72Q>`PB9ABA+F-8NS-0-#[+%'6S6/?LT+<_606 MK\W/UP?+VE,U1)?XDZV#MJ?U.E:IBCB\+J;I0(G=`JT7@KQ1LA4:RABPLX M1VL?\O7!:GRJANCU^LATB3#$&Q+1+RV)2WOU(^M>%S7O58<9#3&7OW#,&ZK0 M4"U5L:U*L8;"1&6>E-@( MU1$C<^0V9PG?M4C%&I=&.D&HCIB9W>8K($+3A+_::7-RQ%6L,4\Z M0:B.F)E-^QTRNVQW*\CFDWBOHQLA.J(F5FXV>@(D]6(9F?NDL0^ M/,$+`5$AZ(^V_A/85\U@^&"_#VX)*=V.]9X840@R?9<`;D(^==_T-L[N$5T^X_````__\#`%!+`P04``8` M"````"$`&F1P"FD)``#T+0``&0```'AL+W=OTB\/R?/*"N]^^78\++ZVEZ'K3_=)NEPGB_:T[Y^ZT\M] M\O=?ZM,F60SC[O2T._2G]C[YW@[)+P___M?=>W_Y,KRV[;C0(YR&^^1U',^W MJ]6P?VV/NV'9G]N3;GGN+\?=J'^\O*R&\Z7=/4V=CH=5MEY7J^.N.R5VA-O+ MSXS1/S]W^U;T^[=C>QKM()?VL!NU_N&U.P]^M./^9X8[[BY?WLZ?]OWQK(=X M[`[=^'T:-%D<][>_OYSZR^[QH.?]+2UV>S_V]`,;_MCM+_W0/X]+/=S*"N5S MWJZV*SW2P]U3IV=@TKZXM,_WR>?T5E5YLGJXFQ+T3]>^#^#_B^&U?__UTCW] MT9U:G6V]3F8%'OO^BPG]_JMI!?Y[63RUS[NWP_AG__Y;V[V\CGJY M2]-EWQ_T)^F_%\?.[`$]]=VWZ=_W[FE\O4_R:EG>K/,T*Y/%8SN,JC-]D\7^ M;1C[X_]L4.J&LH-D;I!*RW3MV3+;E&E971]E915-,Q&[85)EQ!062`@7`2FL/$]!I`1/P.@W%.BNJDH?D1&4D@H2(2$B!1Y$\ M)-V0&!6+F?6B^>;1^1JJ=Q5(>5KE6ZRDMD'%M*M,UAL*!`62`@4`DE5$91EZ MG^C9A9V0;FZ(*ANSF3;3&KF@Y%O@YG MP+22255%A977-@CDV@-S9D@*A&_SQT%2H`!`2O61!4K][C>4*20?6ML@H)`" M08&D0`&`9-U$91EZ=9/:(""+`D&!I$`!@&09XYV+G<^6H2Q;&[*>-JB8=BG9 M4YG&UI2E[MHF99#2."$1F($9J1S:Q"*U-JBGI$J:WU.*4Y MVY;`$=S"4R)22B0C"A*<1U/;(^ILR;^V+8$Q.'64B)02R8B"!*LSQ3RBSM9X MG+N2V$B=`B=PZCPQ*YC3>B58!\F(@@1+-05^ELI.D*W_1#+91'4*7,))=OW6 MMHKFR_QF"__LW[QW!B&1$^4\#5;NH8*IGJ\7BL0>&/,>\+V-Y9MZ742(8D8PH M2)`Z_=3!YOQ/3PFUBX+JO(/Y MK2!"##WQTQ`R-/L.*A#:`>LVOC6?+5HB^=HT['UB:S.MY2*T^BQ+1A0D.-5QC\NM M>UTI8RYJ3F@3B%G?BM02$5IGI=0E%8S!2N-^ET?]CGQR[:*@4N]W7HM@,9(1 MY3\-5+'-SU2Q')M>.(DQLV,/:%-GO_SIELRM^7&S",U^HI(1!0E.>MSE\IC+ M9<2T:A<%DTY-2[`8R8B"!*N+&UMN+>O*`YJ+@NJHU0D6(QE1D&!U<>?*8\Y% M#W7MHJ`ZYEPL1@9"R^M4651HUEL!22VPC=&Z-35?+;@N"DAF1#`B_=CN1.6Z MO,*G@G4*BZV=!AP$3R/N=T74[\@QJET4E,_\CL5(/S8H"/J7AN`/>4^DX!!8 M/#8]7R**F-FQ$N&B/GAZ;W!S01Z31&@.)8(1!0G6C3TOZ(YY74Z]KF!>QXA@ M1#*B(,'JXOY66-^Y4B)<%-P2U*\$BY&,*$BPNKBG%5%/HP]H+@JJ8Y[&8F0@ M\1(1FEF)P`[&2D3,R=@S66&CH&1*!(N1CLQ?TO+K)0(,BS,>-[0B9FCL792+ M@O*9H;$8Z<<&)6*#OF62)U<%A\#BXWY76-_"#VN\1'AWBRY\XP;YH(*(T#R7 M"#^>)PK&8-UQ)RQB3EC1U]4N"B:=.2&+D8PH2)"Z$IN?+V`3OOH=SD4!=8P( M1B0C"A*L#GL:/7=EU-O(2[K:14&5S-M8C`S$[)AB2^J/"LVT5)38R9CDF*-5 MY(US/0UB'GK]]FH8$8Q(1A0D.+%QWRJM(UUQ!A<%U=E^,Q$L1C*B(,'JXKY5 M6O_!1[TBSQBUBYJU-(R(0,SBDB=W&1I]\A4D6"BV,+;8,2OC-S&H<36E)T8> M*9`B-'IYDA$%"19LK.'CEPNE=0Z28;+W:Q<%,^P=9SHL^#?!(H1'&F5H]+-1 MD&#MV+U8LF,NQBY5E=2S&D8$(Y(1!0E6&;>ITAK&M9-%;:5Q_>9<"T8D(PH2 MK`Z;$F"4FQ4R$1K_$DA$%"1)<87^B@J=F^N6LHAO61]BOK3E=V MJ8N"ZFR_F0@6(QE1D&!UQDX^KE+ZRFSD%2BU?1+LZO0H*_B MGG&ULC%7;CILP$'VO MU']`?M^`@9"+0E8;5MNNU$I5U[I;(DXJT!:EY2U/T3B6ZWW[^ MM#EQ\2(K2I4'#*U,4:54M_9]F5>T(7+&.]H"4G+1$`6OXN#+3E!2F$--[8=! MD/@-82VR#&OQ$0Y>EBRGCSP_-K15ED30FBB(7U:LDSU;DW^$KB'BY=C=Y;SI M@&+/:J;>#2GRFGS]?&BY(/L:\G[#,IOSRE_Y MP+3=%`PRT&7W!"U3](#7&0Z0O]V8`OUA]"0'SYZL^.F+8,4WUE*H-MR3OH$] MYR_:];G0)CCLWYQ^,C?P0W@%+?E1*M[\M4[X3&5)PC-)!&&>\7`6 M+N=XGOR?Q;<1F4P>B2+;C>`G#]H#-&5'=+/A-3#K%*(`2IEK\$&CQ@?,$JRO M6YS$\<9_A:KD9Z>==5HA[^(4C3VR"8^KBP^17,*!)`?A]&%HZSB,9#Z6V%F7 ME:F8#CT;&$8*D.2$@K9"YH,<%NHQ5TBOX6OK][VFK0,AYR9V%K9">.7DF_6H M*P7#,2&EK5KJ.CA)Y':%];%ZR\09O:Q'73W8>D-!,];Q'&[\/-8:'BO#7#L7 MM#,D*;(=B:-5,*ZY7JV:Y8S'2W>D[=ZTVZ:AXD`S6M?2R_FQA4VAY^!BM?MZ MA]ZY@ MKYK'"CZ8%#9$,`/GDG/5O^@B7C[!VW\```#__P,`4$L#!!0`!@`(````(0"' MA;DGB@<``+TH```9````>&PO=V]R:W-H965T_'\G"('U7E:CGI3N< M>WR]Z$J693_\\^NPS_T,SG$8'1\M^ZY@Y8+C+GH)CV^/UG+A?JM;N3CQCR_^ M/CH&C];O(+;^>?K[KX>/Z/P]?@^"),=@B.+ MO$;G@Y^PG^>W?'PZ!_Y+NM%AGR\6"M7\P0^/ELAP?S;)$;V^AKO`B78_#L$Q M$4G.P=Y/V/''[^$ISK(==B;I#O[Y^X_3MUUT.+$4S^$^3'ZG2:W<87?OO1VC ML_^\9^?]RR[[NRQW^H.D/X2[7D)T!O^RY M<_#Z:/UKWV_MBI5_>D@OT"H,/F+I[US\'GUTSN'+(#P&[&JS=N(M\!Q%W[GJ MO7#$-LZ3K=VT!2;GW$OPZO_8)[/HHQN$;^\):^YT?[MHS_;$_LT=0EX#[-3] M7^G_'^%+\OYHE:IWE5JA9!%>L5^Q*]0^RE"]9:M?A5S`ZC>%>O5,K5>NW+]LF+MDYKQ/$3_^GA M''WD6,=C9Q*??-Z-[7N6FK4DI_]RG`99@\>,_GRRJ\7R0_XG*[3=16I2J:0: M+8T!BJ-1U"3M+PU78\!N.E\K78VB'HFG,6`_/8VB)NEK#$@RT"AJDJ'&@"0C MC:(F&6L,2#+Y6IEJ%'4_,XT!^YE3Q:Z6H-X65((T2XT!RHHJ;$\U]8C75((T M&XT!RI8JRI[RK`=>NR$;-N5NF..#=*EP[8X\K';':D4]Y"956(\%J64B.5JI MJNZN;2*Y)E+'1.IJI;IZ3)Z)U--*#353WT0:Z*120`AZ"'H(Q@@&"(8(1@CF""8(I@AF"-89$`>CDIP M1UF:2"L3:6TB;4RD[1>24C[L^4E7/APKY8.@A/%IL@2I.T,LS]FT*2FA:!@Z"-P$70 M0=`5H)XNTA0K<`R>$BU#\?7DJ-V`24'_T^A`CI+]#C^-CN1HJ0R3\[$:A;GH M1$1O5W6*8(9@CF"!8(E@A6"-8(-@*P&EA/A"NK3$AL_V/$Q*"1[^FD*ZG70+ M@9,!OE97@X>YMART&Q!UY2C>VCMRL`93_FX6S!YO/`0]!'T$`P1#!",$8P03 M!%,$,P1S!`L$2P0K!&L$&P1;"2@UP1:#Y9K('A+96W51N`BZ"#H(O`0]!#T$0P0#!&,$(P13!!,$9%JXLU,"0#B%=0CQ">H3T"1D0,B1D1,B8 MD,F5I&^L&C"QF"KA*D1G2A1&UKD2K)$W$Z+1+CT47Y0ME8UM7"->?1Y>*^$J MW+PW2K0&A[U5H[:M,ES@=0KJ$>(3T".D3,B!D2,B(D#$A$T*FA,P(F1.R(&1)R(J0 M-2$;0K8R48N!+[M)Q9!.5\O2FV&Q+"<7A5TMPX)0TQ96-D`UH"Y;:KQY;"\/$V*+&W&) MTR&D2XA'2(^0/B$#0H:$C`@9$S(A9$K(C)`Y(0M"EH2L"%D3LB&$?['&VS>] MSJ(PQ`=HXN.BD_\6#/WS6WB,<_O@E2V2%>[X1TIG\?F9^)%$I_2;AN5>HRC)?K!NGK]^>/CT'P```/__`P!02P,$%``&``@` M```A`/X/O1"5`@``.@8``!D```!X;"]W;W)K&UL MC%3);MLP$+T7Z#\0O$>;E]J&Y2"VG#9`"Q1%ES--41(1411(.D[^OD/24BPY M:'.QQ9DWCV\VKF^?18V>F-)<-BF.@P@CUE"9\Z9,\:^?]S<+C+0A34YJV;`4 MOS"-;S(,]PTJ]AT,6!: MVQLJ10L4!UYS\^)(,1)T]5`V4I%##7D_QU-".VYWN*(7G"JI96$"H`N]T.N< ME^$R!*;-.N>0@2T[4JQ(\5V\VD]QN%F[^OSF[*0OOI&NY.FSXOE7WC`H-K3) M-N`@Y:.%/N36!,'A5?2]:\!WA7)6D&-M?LC3%\;+RD"W9S:$RAIN@E\DN!T! MR)P\N_\3STV5XLD\F'V*)G$RP^C`M+GG-A8C>M1&BC\>%)^I/$ER)H&(,TF< M!,EB%L_F_V<)O2*7248,V:R5/"&8#KA3M\3.6KP"YG,*9QU]4E!::M%W%NZ" M0*X&Z],FGB>3=?@$9:)GT-:#EAB]@I+%"+3K0+9:ECKK#*]1R9!WWR%L3T!^ MGP-4YB*'3JJU#J7.9T/"[35DK/(-Q`B2O0$97K-_`S'M(8-,)H-,7#%$-JKTV>+N.1&@]: MN$$9=7-WZ8M'@=FED9-^(*GFC4*,9#'D4`+B0TG0'.\K]J[_Y"P``__\#`%!+`P04``8`"````"$` M6V(>`[@"``#2!@``&@```'AL+W=O&ULC%5= M;YLP%'V?M/]@^;T02(`D`JHFJ%NE39JF?3P[8,`J8&0[3?OO=VTG%$BD]27! M]YY[?.X'E_C^M6W0"Q62\2[!GK/`B'8Y+UA7)?CWK\>[-492D:X@#>]H@M^H MQ/?IYT_QB8MG65.J$#!T,L&U4OW6=65>TY9(A_>T`T_)14L4'$7EREY04IB@ MMG']Q2)T6\(Z;!FVXB,'UO:*4LB:$,4Z)]D!Q8`U3;X84HS;?/E4=%^300-ZOWHKD%VYSN*)O62ZXY*5R@,ZU0J]S MWK@;%YC2N&"0@2X[$K1,\(.WS4+LIK&ISQ]&3W+TC&3-3U\$*[ZQCD*QH4VZ M`0?.GS7TJ=`F"':OHA]-`WX(5-"2'!OUDY^^4E;5"KH=Z)"<-W`3_**6Z1&` MS,FK^3^Q0M4)7H9.$"V6GA]@=*!2/3(=BU%^E(JW?RW(.U-9$O],L@*99[_O M^.O`"\+_L[A6D`G!-,!=\J>Z%GSML!\3N&L8T@*2IMK](.&FR"0 M*\'ZDGK1>AV[+U"F_`S:6=`&HP'D3Q'["T*72O-F(X,+R@9YD/1(WD6%MDY5 MA,'TAMTU9#E%[&\@9I#L!F0UL$QT+F_JU%;H]:@04;`9"$SF.XM9F5;K4NSG MAFQDF-P)[;I1&VU-,"@?BA^%L[QV%K,V_5MM9M[]V.L'X51O-O9Z[YV?*(.A MOJ%,6^?*WLMIJV$Q*Z-L.9^:L7/>\&SLC*)!]$17>%.7MDYU!;.2["S$%BSP M9[.V'WN7OC?<;4=[[-V\AUIA=K?8-[*EHJ)[VC02Y?S8F860QH/5KK0=K#2S M%]S!`9NF)Q7]3D3%.HD:6D+HPHF@(L(N)7M0O#>\/7*/T'``#__P,`4$L#!!0`!@`(````(0#?ETS9?`,``'X*```: M````>&PO=V]R:W-H965T6W'WO\KD[Q_;ZX:TL M@E?"!675)D3C21B0*F='6ITWX>]?3Z-%&`B)JR,N6$4VX3L1X[9ROPCZ4K,7Z[U*&=E#2D. MM*#R72<-@S)?/9\KQO&A@+K?T`SG]]SZH9>^I#EG@IWD&-)%!K1?\S):1I!I MNSY2J$"U/>#DM`D?T2I#<1AMU[I!?RBY">MW("[L]H73XS=:$>@VS$E-X,#8 MBY(^'Y4)@J->]).>P`\>',D)7POYD]V^$GJ^2!AWHD)R5L";X&]04K4&H'3\ MIO_?Z%%>-N%T/D[2R13%21@SO"M4JE3>S#!&0M7A0M(5WIU!6EV*> MN&_8]2535[$?4'B2;$`R:[,XG--!3F6%65N-2!._648STZ-6K=C[ALPR..^$ M<0WT1EDW(9"WS4?IO>U=>(W-;.)'318U0-H MRMI#0VT&@V9$,XV6NKZ][4,>=68[1Z@+=<#F@V#*V@/SUNS.B`S8M*O;M,QV MQCZ9[;0B';!T$$Q97;`T];F,QG#%DZYN`V9[4>PO<-L[2KI8!TT=5]T6ZK\/A0G"6#(!I.]+4*W_7B!JZ>.%]HJZ[6U&:/7.\UI[MTJEM=X#.[,8V'>IM;'#X)Y'X'R8 MC$%\8DS>']0-I;TY;O\!``#__P,`4$L#!!0`!@`(````(0!YFJ1C#`0``/$, M```:````>&PO=V]R:W-H965TMMG0IP$+>`(D\W>?]\Q-A]C>6US$6U=1FAKL.K3!SSZKQUO__S/%NZCFS2ZI@6HN);]P>7[I?= MK[]L[J)^D1?.&P:I\?6 MJ2P\G]*%5Z9YY>H(Z_HS,<3IE&<\$=FMY%6C@]2\2!O@+R_Y57;1RNPSXU4**4T,@ MG*>)3C6OO)4'D7:;8PX*5-J=FI^V[A-;)RQPO=VF3="_.;_+T7='7L3]]SH_ M?LLK#MF&.JD*'(1X4="O1V4"9V_B_=Q6X*_:.?)3>BN:O\7]#YZ?+PV4>ZY< M,E'`2O#7*7/5`R`]?6O_W_-C<]FZP8+,(QHP?^XZ!RZ;YUSYNDYVDXTH_],@ M9D+I(+X)$@)-\]XG_G+.YHN/HWB:4:LD29MTMZG%W8'V@#7E-57-QM80V4@P M/'I1D-M,H9\4?.NN7`?H2K"^[EBT6FR\5TA39D#[*XU)NR9Q[8A&1G0FE"T>]Q5RA=R+,96]`AFQ`0HH^_F\S2UZ,/4*R1`Z433P2[#$+ M"/90+D-O((&+=P6JMUA@M+3WAL$8?8Q$>.TIVQA[S,)WV>K=9+E0XDMVF[)B65"WI54W`S*Z9CZ9K_!G4H88NT!EAZ1K&1@PHX11'P?M22`9 MZGX=SK1.AK)B&=%JR(/>G@;3J:"$LGZ)%A%C!,5O$_P6&"\6`2KP(!$QA@/U M`6-EM1E;>W=O,!UC1D*G6C%E#N]CG8(?J M>'^BJV/;AQ&K&Z9:$]L'^A+5`Q\/J"9,W4G3-FK-6!^<.+@/]AW(R/N4.GT% M^L8%QL:/"IE8JT"W#OV,I:BK[8$4?>.-;P\6#B'TEF`&U%5J22Q>P63CQK9/ M0&`R'7^FQUQB^?@D&GZ#S=H;^TG MVR=?#1&6?:\F7F7W^A6?5#(Z[M-'@0 M#4R@[=<+_+3@,)U1`N"3$$WWH!:X=S]6=O\#``#__P,`4$L#!!0`!@`(```` M(0!/9%/D'`8``-$8```:````>&PO=V]R:W-H965TK#EQ^GH_$]K^JB/#^:;&*91G[>EKOB_/IH_O-W>+

&]K+[5ASQO#+)PKA_-0]-<[J?3>GO(3UD] M*2_YF23[LCIE#7VM7J?UIL(?_K0W&I>VNG[4?,G;+JV]OE;EN>+F3BI3@6S<_6J&F[%K#H^F,YMX<\MAMF<:+WG=A`4?:QK;M[HI3_\))<:?/ABQ.R,.N=G)[8F] M\)@W^X05M[-"GX.5#[M`SK;SH,]A\*?G,>N,S&4CGYX'K:'6%?H<7/GP/);= M8/HA,IJ)&VMH*LB9[>JC*=X,6+%5!?CJ()JHM^?;,MV'Z;?J7*WG9(OE&B^@Q*S%XZJ]-PK M\:KCI@,$*P0A@@A!C"!!D/9@],U6'5OW&KUC&PE,*6Q#["A<6NP<:P@5%ZNA M8NJ3?%T#@Z1KL*6S4,T$NA(D9*5KL.5BJ9H)=24'W(ET%7('[,37E%Q+?5AR M3XT>3@CBL9<]3<^D+%6GN"`($*P0A M@@A!C"!!D`JP:+N2X\Y4+]>RU+9@#AM9NI@/0Y4(T48D1ZCME=)ZYV*(%/C@ M"Q4I4@@"!"L$(8((08P@09#V@/?O.^Q_LA!D&UDV+@$E2K3CWHH2%T.4QG"W M&X$O5$0>V0)<>):E#@@#63@?EWEK=R4+/4A-*`O1;"0+L?QC6<@8>)3(4FC< MJ2QS7'!W+4MM"X*TD:6+T;"2"CKTW$H%%ZNIH+T<%H8OE*2211`@6"$($40( M8@0)@E2`>;NXF>C"9C-GZ6+09(V9ZS(7]O.- MK.!XRX4[[K!*N.B\)X<+VR,7:V&#JO:%DA0V!`&"%8(0080@1I`@2`7HJ\UU M/,OU8&6O59TE6RRM.<9.T9EYSGSNV+]8K/R$+\>O+[>6JX'SX#%^IS,3JV-B M0XZ?%;DUL6$J`VG4;@QR*(@$Q[MVI(J>W5&\I M_XSA%DU"T683&V*Y4>36Q/M%M3/^5B!UA[;<76\X_;=R-6W47<$9O].2"EXC M@496&@DU$FDDUDBBD;0CHI#NK(D%E;16%'3YII.+S7OLO4JCX.^96NBD@U0K M5T,W&TVU6?0['3EPXJ`_DD#366DDU$BDD5@CB4;2CHC`\1HP+B9T5\K57(PZV)WBI4N=XJ M5#F#Y1?!\_5>H8[7>H4JUGN%+*<\N9;\`\%8*\Y)MVJ(&*FVN?W=,]&5UW M`4_YC79[)ST(Z)[YDKWF?V35:W&NC6.^)Y/69$XN5>)*6GQIRDM[]?52-G3# MW/YYH'\=Y'0S0LO$-/9EV?1?Z,'3X9\13_\#``#__P,`4$L#!!0`!@`(```` M(0`R[C:]R@4``(L7```:````>&PO=V]R:W-H965TH]E^NX@SJ*.[G*!HNCE69%E6UC+,B1EL_OO.R0MB3ST M%LE+'']G-"8/AQ?QZ5;35M M>MFGY^J2;^P?>6-_>?[UEZ?WJO[:G/*\M2C#I=G8I[:]/CI.DYWR,FU&U36_ MD'*HZC)MZ6M]=)IKG:=[\5!Y=B;C\<(IT^)BRPR/]4=R5(=#D>5NE;V5^:65 M2>K\G+;4_N947)LN6YE])%V9UE_?K@]955XIQ6MQ+MH?(JEME=EC=+Q4=?IZ MIGY_9[,TZW*++T;ZLLCJJJD.[8C2.;*A9I_7SMJA3,]/^X)ZP&VWZORPL7]C MCSLVMYWG)V'0/T7^WBC_6\VI>@_J8K\K+CFY3>/$1^"UJK[RT&C/$3WL&$_[ M8@3^J*U]?DC?SNV?U7N8%\=32\,M?B^KSO1+]-9-ZQ?\6=O*WIJV*O^508S_>I]D],EHLIJS^>(3 M66:W+/399_EP$ZBQHA_TV3_\Z7XL;DF6:I)/]X/FD&@*??9-^7`_UK>'Z;-_ M^-/]8%0O/$455!#]-OS9#R9/#G?J'*S6]!6!E%_^R`V64WUH)D5VJ=YU%'.L6+>9ZW[=F M"+IC1K#U=*6G<"9F/]QZ)[06,( MBLT@:%!R)P)"=G="!GNT@:1%[MY`V.1E/Y=IWP>KMS)(<0&! MB\!#X",($(0((@2Q!"NQ+BTG,%T255VLH.9VFCI>]&6KF45[D6'6=-R;Q67= MK!DT8BM#%*L0N`@\!#Z"`$&(($(0=T`LX;`^):KXP'HK1,GO-%%9^S6C:-]5 MC>K61HYU@^8P#EL9HAB$P$7@(?`1!`A"!!&"N`/+@(/@=\!WM,'!BM?F339'Q\^L]O^2Y5O6+WM@'TV^.R2BUR)"XXA?40O0,XALD M,$AHD,@@<4^$8VP)(YR`SF!9WNGZL,SILY*?9!7+<*.DVS5CIQRVW)MQ,D:^ MO!,=CC5Q M.H-&)YH\&8-=_(*46RK]6`VYY;C(NT]Y/U7F]3%_R<_GQLJJMPN]?4[HQ-M3 M>>>Z98]TPT,G4^`QOXL5MZF]0#>DU_28_Y[6Q^+26.?\0"G'HR4UJ):7J?)+ M6UW%Y.;W;CT<4?*BJMOM"/^STU^C/_P$``/__`P!02P,$ M%``&``@````A`%]G&SLU!0``OA0``!H```!X;"]W;W)K M?LJ8@%U&VNZ;3N>K-IC79-2_3 M9D;N>066,ZG+M(6O]45K[G6>GKI!Y4TS=7VAE6E1J2S"IOY,#'(^%UGND.RM MS*N6!:GS6]I"_LVUN#?/:&7VF7!E6K^^W;]EI+Q#B)?B5K0_NZ"J4F:;\%*1 M.GVYP;P_##O-GK&[+U+XLLAJTI!S.X-P&DM4GO-:6VL0:;\]%3`#*KM2Y^>= M^L/8)(:E:OMM)]"_1?YHN/^5YDH>?EV]VI MUF(V7^J68VM:4O['G(P^%`MB]D$L2+.WFS-S-3?FBR]$ ML?LH\#E$^70*D&PW#_@!CX&`08A!M$3C+F98F+QT^.96,(!#60;M`.Y>.V>$E$L2K28BX\XR"Y8 M'=G#6%M(9T=VLL4'N;*'L5ZM12=/=K)0.K[L`NF@.,&4DZV+#PNGG'3D%,E. M**%XP@.Y)!,NHSS"0L(AQR]DMPDL?:AY:H9#E"MGJ'DT^0-SLKM#E);S$0,' M`Q<##P,?@P"#$(,(@QB#A`.""G!(\RH\RYGBG0IB#IL9K^F!N:RZX\#0ETB: MHV`V]'$1V+X7S7-4Y*Y@UI=HM">:UX98;KYH-A>B.1#-:W04A+QYO42[..*M MMFT@11,6!7[\IA:%8G%13-U$N^C`G);=LMBK)9+FR,QC MQ3H8N!AX?,2YK8\Y=ROI8_\`@Q"#B(\HYQCS9OF!"1=.4`U^]:=4HUA4S5C- MT;(=F-,HRQ$#!P,7`P\#'X,`@Q"#"(,8@X0#PNRAU^%GCX\S:O[?XXPY<2I@ MX&#@8N!AX&,08!!B$&$08Y!P0%"!OO=PGRE^CLB@6SN42[/Q',!C=)025HTJ94HEA4:>)\84Y]?@L; M_?X>F7F4T<'`Q<#C(]HZ/JU][!]@$&(0\1$M*<>8-\L/3+AP@FJT&Y^2K>.2 M;NC@/?1>HS)'B3@2<27B2<272""14"*11&*))#P1I:#=,;?/\&ECL.X9FHZA M?YCHGGHO7A(V;B2.Y.-*Q).(+Y%`(J%$(HG$$DEX(DI".T].DN?10]^OT*[B MMF7W$WKH?<9I'R7B2,25B"<17R*!1$*)1`.AKWI2RQ^+9@/W.()YQ?4+HEZT M(YW2BW6J?.LY<0K!G0M5M>\^31/UC\?>/BKJ2,25B"=&M?#;JR^-""022B02 MHTJYQJ)=>BJ]7Z)S[>;")&371>R5OLSK2W[,;[=&R7:8(!+I7MZR?](ZTM1-DS<#X3TCZ_T`<,-X_[7P```/__`P!02P,$%``&``@` M```A`*3-=PD`!```70T``!H```!X;"]W;W)K8W.8K#^\%+GSS&J1\3(B=.(1AY4IWV?E,2*_?ST^+(@C9%+N MDYR7+"+_F"`?-N_?K2^\?A(GQJ0#%4H1D9.4U^7^@T2=O:^LN@ M?)&E-1?\("=0SL6-#GM>NDL7*FW6^PPZ4+([-3M$Y"-=Q;Y/W,U:"_0G8Q=A M?';$B5\^U]G^6U8R4!O.29W`CO,G!?VZ5R%8[`Y6/^H3^%$[>W9(SKG\R2]? M6'8\23CNF5J2\AR8X*]39.H.0.O)B_Y_R?;R%)$@G,SF7D#]&7%V3,C'3*TE M3GH6DA=_$42;4EC$;XH$L,TF[T_\Q8S.POM57-R1[N13(I/-NN87!ZX'<(HJ M49>-KJ"R:B'P0,I4)3^JK,9`6$#T>>-[=+IVGT&5M`%M$;0D3@<*;$0\@KA" M7-A)MQUHTMA.NPT5M;<1SFR*+4*66C&U]=@(6`S0I,'0;UAE00&C%VBXSX6@ MZ97+"%A<4XNK[49%(P+[N^KEA[UV$+/0DB_H]*J6/I?83L_GW6J+'NZ6T6I+ MKZ(V/0UHGQ]!1HM&P.((+8Z^G"I[5TX$&5Q&P.*:6UQM/RIJ]Q,,Y$3,7,LY M"Q=^IQ?*::7GQFJ+7MGV[4=%9>UMT-#KG=L604:K1L#B@J?I%2Z5O2LK@@PN M(V!Q43`^@ZS558?MCH;"-B!4EM+^8QG;><^_<5/I'1M"`S$?&7@L^W=6%XF( MT;$9L5M6[G#[+"F:QQT;:%`F'Z[3$9M/.<25KY,8C3%U:!,OEL&1&T'ZH1%$[DC+(+0%*9>X'5W$NU6UXY(DY\O M;TCKC_N2#MN^!-+VW]$-RFC5C%A'Z+]N/CI]UVT;E,F'IC4\2AA)Q\Q`A^V^ MAF;0@'`P>`@\OW>EU+RKGK`6$"[ZAH#3+,Z`!:N/+&9Y+IR4GTNX.C[<]BZ* M4_26KK9ZB.[%8S5=JQG([1(P\U;)D7U/ZF-6"B=G!RCI3>;P]-8X'N,7R2L] MSNVXA&E7?SS!SQ@&T/L)!"HIJ=.8LN2KU-3=__/GR?/;'9G_8[E[OSI.+R?G9YO5^][!] M_79W_I]_BT^+\[/#O6[NSO_:',[_\>7O?_O\8[?__?"TV1S/=`^O MA[OSI^/Q[?;R\G#_M'E9'RYV;YM7'7G<[5_61_WK_MOEX6V_63_TC5Z>+]/) MY.KR9;U]/;<]W.X_TL?N\7%[O\EV]]]?-J]'V\E^\[P^ZN,_/&W?#KZWE_N/ M=/>RWO_^_>W3_>[E37?Q=?N\/?[5=WI^]G)_J[Z][O;KK\_ZO/],9NM[WW?_ M"W3_LKW?[PZ[Q^.%[N[2'BB>\\WES:7NZ'?^6W+;S6_. M+[]\[@WZ[W;SXQ#\_^SPM/M1[+#=.-+:"WZ M$?CG_NQA\[C^_GS\U^Z'W&R_/1WU<,]-D_O=L_XD_>_9R];,`7WJZS_[GS^V M#\>GN_/IU<7\>C)-TOGYV=?-X2BVINWYV?WWPW'W\C\K2EQ7MI/4=3+5A^GB MZ46ZF"?SJU_H9>9ZT3^IEP\?@C[8_CST3VK\R^=QY3JY#COYY?/0:Z@_%/V3 M#N7#YW'C&NN?U/B7SR/1\\6.JIDX=D06%XOY?':UN-8.O3.4"4T(_1_7='J1 MS";]2+[7T$^"1/_G%S]3SQM[N*<)]+'/]%,F.\S+^VZ MZ==;MCZNOWS>[WZW@'LC_\WH^U9Z51TT M_>.+WAJ3SY=_Z-5\[T1+*])S@$1)NIC&HI47F45MNLXXR#D0'!0<2`X4!Z4' MIV-+XP.KO,(?6,U!PT'+01>`2^TTV:TGUR_9;?2QW5?S^'"7*.%.HR*YF2[B M;C(4S6)%CHKD9G$3BP2*INQP"I3HPV']R"'1;!)_F!H239BHM*)P,K(#JKR" M!MR#TQSA)]%XB6_3>A"T809V7J+;1)-";QLP*:836G(FK*]KP6K22XY-VJ45 MS?KKFEE-*PXR#G(.!`<%!Y(#Q4')0<5!S4'#0,X64QZ%)]>LM8C#-VS[+.)P MRHYA?GHS8[9V@3X: M27WE"4>ROPS-YK0$3#@>4;T$V#)>6M'IV%<<9!SD'`@."@XD!XJ#T@-S<;Q. MV=2H?-1O'+4'1GZU8+M7XZ->WGK0RR=L;G0^RK<8G1J&_OJ58G#LZ_2:K1,K MF;EUPJ;J*HS>L,F1A<&$#U<>1N$R$@9YOT48O&;'*\/@#;-'A4%8&F%PNF#] M5C[J!Z+VP`S$=,968>.C7MYZT,LGK/?.1_FXZ50^'+=^7027!A-FX\=6W-)* M[/C-4C:]5E%TRD8WBZ+\ZIM'4;Z_BBB:LGVFB*)\%LLXRM:Y"J/3!5M?I8U> MV_EZS8VN?&,_+G6DOTKY.')]&^GG,W9P7:"/-CAS9R+(L_T"-#@>0#Z3EE82 M;&L<9!SD'`@."@XD!XJ#TH-^`L_96J]\E'SUP"X/-OZ-CWIYZX'MG;OJHWQY MZ*QNR%6#8U>3.3N"I=4$MG*0<9!S(#@H.)`<*`Y*#\R)IW-VXI6/>I]J#WKY ME,]6'_7RUH/>5EZG=3[*;34%^)"O/8^-U==A-A663A58"R0#D@,10`H@$H@" M4@*I@-1`&B`MD"XDT6HWMR%"`_F^W<='6)9*#)@0@@!1`)1`$I M@51`:B`-D!9(%Y+82%,S#>R;YBX-7^*8XSO5R:X5D`Q(#D0`*8!((`I(2<0L MQV3"MJ2*PG[YUD1,@QMV:6\HZO4MD5[/-I..HK#>38$5N,S3[\068&%%-9!_ M.U7H=E"XN7L\G.302@`I@$@@"DA)Q)CQ*>'9345Q;U]-Q+9(V,[64-RW:(G8 M%CS=Z"@.EIM**+#<)P3F5B";V)`1.$UH=%!7.:,YR:&5`%(`D4`4D)*(,8%E MMA4%O6<%46]9341H^J2?QL73D7[:N)\;5GQWX]W$PV8*$#YLP6V_Q!8HX9@-Y1U! M&>/&C)/,]73:T7,@`D@!1`)10$HB9LS8#9?*!<>,KM_KI/E@)^U[G73CG41C ME;*:L-^KXB762^+R$'(7ISD-Q`I(!B0'(H`40"00!:0D,C18+C@Z6.]UTGRP MD_:]3KKQ3N+!&JH_V6#94C)<6Y@(I;S>7`')@.1`!)`"B`2B@)1$!D?+G='( M'E:_UTGC@F-#WK[723?>23Q:>A!@&PSN\J8F'J\KO0VR1'OI5.'*LNU.)`-- M#D0`*8!((`I(":0"4@-I@+1`NI#$1IKJDE]/0B-M]3F23Z56=;)M!20#D@,1 M0`H@$H@"4@*I@-1`&B`MD"XDL9$_J4Y3K$X'DBBG"@WDU6@&FAR(`%(`D4`4 MD-(1^YU`FLY8R_F"31<_.S6 MSM*I0LNA8@5-#D0`*8!((`I(2<1LU'/^K4I%85^"UD1,@]DULZ^AL&_0$ND; M\!'J*,R+UO0G16O/XTV6=[ITFM!E7L1FH,F!""`%$`E$`2F)&`^FZ#(_N#IN MP"O]AL(GEWT7]A/8M.O"!O&L9I6MK\)26YF.9!V\?%VY9B?C,R`Y$`&D`"*! M*"`E$6-".F%%3T5A[UI-I&^0P&3FY]?&#?BCJ="F6*'Q)UJ73A.Z#?49:'(@`D@!1`)10$I'W),R M\SF_4P4MZKC%;,%N1#?0HF4MT/#`@7@;,358<&&C:6UK,]V,[G9"EC:%^@U( M!B0'(H`40"00!:0DTB]M=O&M*.HG:4VDU[-5T%#4ZULB_:1FP]A1%.;T3VJ\ MZ4"-!T_/.%$XF:'$`TT.1``I@$@@"DA)I/.@F#P2&4W':SLV)?\2Z<*G8;*#C0Y$`&D`"*!*"`ED`I(#:0!T@+I0A)O M!JQDXU^336V1,I*<.55HI"]N_$!GH,F!""`%$`E$`2F!5$!J(`V0%D@7DMA( M5I7Q>PU3K,Z&DC->OJQT=!,-B4&D%%P9.(F2U%PKTBG23L:)9.%3IMVYU(!IH!P62`;<9(!R8$((`40"40!*8GTLRV^N5)1T#M6 M$^E'))8W%/3REDAO<"SO*`C^FHHC2!;(7UN)A%-X(!L+RA5G,"?9C),4-!+V^)#,@["H+!0Y6;WEG(:*S<=#;&C8N./>]8Q[VP.S3-!WMIXU[8XE'S%1>P2;- M\^>YK0FW`I(!R8$((`40"40!*8F8/82MH,H%Q[<0?U*F$U95-!_LI(V.A'72 MC7<2#Q>K">':B;6AWD#8AR[G4!T"R8#D0`20`H@$HH"40"H@-9`&2`ND"TEL MY$CE-[:2"),07,'-;X.DG['VEM$2T0I0ARA$)1`4BB4@A*A%5 MB&I$#:(641>AV+NA(M#\M;%]3R>^?%*_4>O,4Q;006X?>>N?0?HRV;_;;/: M/#\?SNYWWU^U6^9I,*+V7;_:3_^R7QY);O7[-77/C)?Z[<"#/+W5[UI$?9W> MZO[>^A=J?MT=]?N`^_\^Z1<];_0[$R<76ORXVQW]+^8#Z-717_XO M`````/__`P!02P,$%``&``@````A`(QTL=G%`P``FPL``!H```!X;"]W;W)K MP$`@1$FJANIN*W6E MU6H_G@EQ$NL"1MBYN?WW'7OXL"%[;U](F#F>.3,^'KS]]%I7S@OM!./-SB5> MX#JT*?F)-9>=^\_?3Q_7KB-DT9R*BC=TY_Z@POVT_^W#]LZ[9W&E5#H0H1$[ M]RIEN_%]45YI70B/M[0!SYEW=2'AM;OXHNUH<=*+ZLH/@R#QZX(U+D;8=+\2 M@Y_/K*1?>'FK:2,Q2$>K0@)_<66M&*+5Y:^$JXON^=9^+'G=0H@CJYC\H8.Z M3EUNOET:WA7'"NI^)7%1#K'URR)\SBRYLS/?(BTWYX85*#: M[G3TO',_DTU.4M??;W6#_F7T+HS_CKCR^^\=.WUG#85NPSZI'3AR_JR@WT[* M!(O]Q>HGO0-_=LZ)GHM;)?_B]Z^47:X2MGNEEI2\@DSP=&JF-`"E%Z_Z]\Y. M\KISH\1;I4%$PI7K'*F03TRM=9WR)B2O_T,0Z4-AD+`/$@'-WA]ZX7I%5LG[ M47QDI"OY4LABO^WXW0%Y0$[1%DIL9`.1^Q)Z'F-1T-M2H3\KN%X$=`587_8D MRU9;_P7:5/:@`X(RUQE!H8W(!X3J+A`9V4"-CO`LVZ1A)Z^.`H+5F M$\2F-TPGK\4B>9.%\BY83/4@BQX4Q)I'X`53*@W(%X!XK,/BDEI>UJ'J@, M0:@R0D+XT,PJSDU$F`7).LW&GEAL",S9-^AH]X+/7&<]"H5FZ!FWU_*2<*)J M$WDP^XS31W!(S8[?7&H#:M+:;!CD2\0T#6T^:C8MM4!P9%D\UNDLRZ%'&6HP M+78>-8T>Y,$A!4]CW"Q&&S%&6=]LPV+G>7NZD8?C;1(-'J0>E>B3O$H]0U5] M>@R#@)AXR?\<9?@PFU7/3X%VV[);BOS0H\PNXTS3%KMZ>XX-)YO@Z'FORX@R M\Q@6.X\]HQ9U+8<5'.]%EQ&%34P";U)HWV33#TV.IF\,DL$[$MXL:MI=:$ZK M2C@EOS6@)@*[-UKQ;G90=S-]NQH=<&-JBPO]H^@NK!%.1<^P-/!2Z'"'ERM\ MD;S5MX`CEW!7TG^O<`FF\*$-/`"?.9?#B[I@C-?J_4\```#__P,`4$L#!!0` M!@`(````(0!,ZM#8*04``$H5```:````>&PO=V]R:W-H965TMY^ MRYB`7<6HNV]"^/R[<)7+IO#F^WM^5=[2JL[*8JL:$UU5TB(ICUEQWJK__.U\ M6ZE*W<3%,;Z61;I5?Z:U^GWW^V^;>UF]U)-Z M4M[2`EI.997'#=Q69ZV^56E\;#OE5VVJZTLMC[-"Y1;6U6=LE*=3EJ16F;SF M:=%P(U5ZC1L8?WW);O7#6IY\QEP>5R^OMV])F=_`Q'-VS9J?K5%5R9.U?R[* M*GZ^@M_OQCQ.'K;;&V(^SY*JK,M3,P%S&A\H]=G43`TL[3;'##Q@85>J]+15 M?QCKR)BKVF[3!NC?++W7PG^EOI1WM\J.45:D$&V8)S8#SV7YPJ3^D2'HK)'> M3CL#?U;*,3W%K]?FK_+NI=GYTL!T+UB7I+S"D^!7R3.6`^!Z_-Y>[]FQN6S5 MV7*R>-)GQG2A*L]IW3@9ZZLJR6O=E/E_7&1TIKB1:6=D!L/LVJ>3Z6IA+)9? ML#+OK,"UM_+I(_\ M93\,R!<^JS`S@YG/>J+Q'&ESRXJ;>+>IRKL""Q:RH+[%;/D;:P-,=UG5I4:? M9Y#N"9/_8/JV%V10#?1M9YBFL='>('.33K3G(O!W$$U7,UET>(A8`C/3%@8V M!@X&+@8>!CX&P0,,8YO*`PL?BL?`(@%H$+8^=A`N,7:/$#$LAVBYD!^QIQ(< M':HPS-E*-F-1T5Q6V%1AF"M3%CE4-$/#<:D$AH/L>&.BN2X_S!\3Z4@44!$: M4#BB0))H1#*$1YI(V.3&)I)AV#S%-#97.->YJ-WWVS0^8&!A8&/@8.!BX&'@ M8Q!@$&(0"4#R'C;G,>\9WJH0Q'X1SY[DN=QSR8IO`SJ*S$%L-8?(\\4N-AHZ MFCI;;"7I*C9BNZ[8^(3&ZXF-YE)VQA<;G]""#<3&V0K9#:76.=I/(JE5'_I* MDP`ON;%)8%B>!-ANT0/V7"2D(`86!C8&#@8N!AX&/@8!!B$&D0`D[^$M/>8] MPQ\N0"X2O,?`PL#&P,'`Q<##P,<@P"#$(!*`Y#W4)F/>,RS//5F`7"+XCH&% M@8V!@X&+@8>!CT'P`*P>F*+70B@VSE#N1E+C+]8&^X(1:I3'>Y9A.3[P;AM, MM/O,GHNZ+0KO4+QQ")^%@8V!(]I#SW*QV,/`QR`0S1EH>*'8B)X5"9:D7(*B M:RQ6#.-8F6C7W7/1$(X#!A8&-@8.!BX&'@8^!@$&(0:1`"3O694\YG[+/]Q) M.I40`$(L0FQ"'$)<0CQ"?$("0D)"(I'(H6!5J[!JVLI^I@^%/*]JQ?>[,`DR.694/^6(38A#B$N(1XA/B$!!T9UA$>7TCZL+.N?L0\ M9/SHBA\OY&EU3@_I]5HK2?E:0+Y,80?I*3\RVQMK^$"'[VS$`W:4UAZ&]0UP MP'6+S^D?<77.BEJYIB@N_\!``#__P,`4$L#!!0`!@`(````(0`H%&PO=V]R:W-H965TV.N21J%5$U0=ROM2JO57IX=,,$J8&0[3?OW.\8):R!J^Y+@F>,S9RX,Z[N7 MND+/3"HNF@3[,P\CUF0BY\TAP;]_/=PL,5*:-CFM1,,2_,H4OMM\_K0^"?FD M2L8T`H9&);C4NET1HK*2U53-1,L:\!1"UE3#41Z(:B6C>7>IKDC@>7-24]Y@ MR["2'^$01<$SEHKL6+-&6Q+)*JI!ORIYJRYL=?81NIK*IV-[DXFZ!8H]K[A^ M[4@QJK/5XZ$1DNXKR/O%CVAVX>X.$_J:9U(H4>@9T!$K=)KS+;DEP+19YQPR M,&5'DA4)OO=7Z1*3S;JKSQ_.3LIY1JH4IR^2Y]]XPZ#8T";3@+T03P;ZF!L3 M7":3VP]=`WY(E+."'BO]4YR^,GXH-70[-E()O,0*Y"JS/F\`+ MO35YAC)E9]#V"FB(V%T0IE2&-W4,!)3U\B!I1]Y%A;$:%9?K6VL`DEY6.(IX M!3&"I%<@4<\R4!5>566L"0:67@34QN\9ND2W%A3UTG=C0^H8!D&A.TXINDY% M<=\8XX6Q&@8/1L$MR`D^-J2.81``=``(7?]`Z7R@]#(QQCI1^+^[MC<6Y)1G;$@=PR#H8A!TW!OC?;]"B[;;<7FC8K-UC"5],!EO'FP&X$$)?#A"8]-_@S3\```#_ M_P,`4$L#!!0`!@`(````(0#Z];!I+P0``"D.```:````>&PO=V]R:W-H965T MR$/7.9]/0]WB= MBV-1GW?^/W^_3M:^)[NL/F:EJ/G._\ZE_VG_ZR_;FVC?Y(7SSH,(M=SYEZYK M-D$@\PNO,CD5#:]!.8FVRCIX;,^!;%J>'?6@J@RB,%P&55;4/D;8M#\30YQ. M1K\I\)5V7MV[69Y*)J(,2A*(ONNP[J>U6^ M^7*N19L=2ECW!YMG^3VV?G@(7Q5Y*Z0X=5,(%R#HXYI?@I<`(NVWQP)6H-+N MM?RT\S^S31&WW]KB^$=1<\@VU$E5X"#$FW+]7]6[GH0X$JP MON^C<+;8!N^0IKQWBM'IQ?>,$_5([AXJ52IN:AD"(!OP8-$6WIU"62G%TF5X M=)DY#",>CDLZXC(?HA#.V2BGLD*MK42P<+D<(NBEQ^@TU[56N4A<0VH9R*10 MKY'D*.O.!_0A^^L5<^9$G[4NX"1REIT0U4EL:HOA$)9PP9X>X5)6RL7"531$ MP&2@TQS!5E1,;-%,C1O(UB:162\!6XZ"*2L%@SWM5@F=>C!'3(C(7#2BF@43 MLM4HF;)2,C9WHL?HTX.YE22B6TDBFI&$2[VJ3'NXGS]E=;C"E3D96$IT0C!F M"J+%A(A.G5-;M#8G`8/N,@*FK!0,2NF$C]$)P1PML34W7[9FJD"H&+Q#1K"T MF7(QZ/UT>\>]5Y\Q*B9$7)CI2:LJD>^UA+AJW7[A>0LS6=/NZ]D,V9 M/2&BLZJ4B,SDF[*I3FO8]&MH%IJW#C9BFQ%ZQP,C>CUA_(&8,ENB MF*'7$T9;G$3.%DB?C*60JD<;R"&!V+HIW$.;@WN5.MI/X&QQXMY'TB=C*9SJ MTB-PV+P=.'/"^NK:+=Y)3<)L<>*\.E*JFFU#X52K'H'##F[#L;ES_F)FMWG3 MY;$-$W'B-CRBFF51--6L1]"PA]MHBP,]M^+MF2>\+*67BVNMK]G[[6#%+X58?2GHN_X@P/V]R<[\:]:>BUIZ)3_! MT'"Z@JW6XE4?'SK1Z*OH071P<]<_+_!)QN$F%T[!^21$=W]0'Q/#1][^/P`` M`/__`P!02P,$%``&``@````A`*]6LVH]`@``^@0``!H```!X;"]W;W)K\X(L"#"M5Z4`!Z[M2/.JP"_)$_I?T_NML#`=^TI&YB"7`!E?OS7]6.@B@>TK8@*N6W%;K;L?5)GEZ6VT`S?V`9LE@)30EK&\8>D?W_#O5>]$: MU/`*.A!',\C687G#P:K.#V.G+.RB?ZWA&\-A(>((P)52]G)P?X_AJ[7^!P`` M__\#`%!+`P04``8`"````"$`#7NG"N\%``#L%@``&````'AL+W=O(3:02RO):##JW9%VI=5J+\\T M(0GJ`!'0G9F_7]MEL*L@L],/,]T^Y?)Q5?F4\>[3U^KJ?11M5S;UWF>+I>\5 M==XAN;9$=]:3J&O#EE4YD7:Y.]54??@I"VN62_Y=Y?RU@W>JOQ'W%59^_9^>\J;ZB9=O);7 MLO^FG?I>E3]_.==-F[U>Y;Z_LBC+!]_ZCXG[JLS;IFM._4*Z"X#H=,_;8!M( M3X?=L90[4&'WVN*T]S^SYS3D?G#8Z0#]4Q;WSOG=ZR[-_9>V//Y6UH6,MLR3 MRL!KT[PITR]'-20G!Y/9+SH#?[3>L3AE[]?^S^;^:U&>+[U,=ZRFY,U5KB3_ M]:I2U8#<>O95_W\OC_UE[X>K1;Q>AHS'OO=:=/U+J>;Z7O[>]4WU+Q@QXPJ< M<.,DDC0-SA=\$[-X]?]>`F"D=Y)F?7;8MM)DFXG1S\.(=L%'S)(N3%)P&3K>Z,)QQ9BL%"!4EY39R"0O$9R MJ$%B=7"?`,-]!EQ(W$)F&#=NMVZ>1&4Q<8YC8V)K5H-K,Z MC>DI09ZA!SJ-Z)'<)`QL'FH&QJ>B@?&'JB$O1BY#>C(U3&K0[M4D&:3="`BC MIT@8'X"'VYB'H=`H-DVB2?I08&V#!254(A#Y-(@F=`N8^.7T$!U))MB4Y M"B(H.0H@$;2$@8U98$W6%QA>$?(IAM>/\JR$?(8>Z+M++[8>3'Z''@`WX`D] M%Y9W?"Q'*7-AZQK%CL\W$SV,$TO+/#$V)G:,U*;`L),[T!L$/R(WWT$S3)A`<.B?3!`Y6 M@-E;FW/,;KZ-\&D;H2TV,39CY,B1$01W.H7AYS:2)ZL&F-]\'^'3/A+;'<*9 M,#;`+YQ\4""8+\GL%,'.C1^S^WX/49_!-,>TAQ@;$T52G0*A!$P1:(\\9CC3 M.QQ=YM/>$=LZ-G$$&_@R"R/2'H1Q83[\L&L::LK**:>(%6F]YXUX@C`_`V8)(4HK@QT1E MB;E$AX3J8?R]L[*%"P2-C4V?F(RD[@A*:(@;`0V0ADF`R*E*C,T8H&CI_A!K M@:QG$HOP[\0+-PEZQ9./AE1(5B0SB;$9>1-<('R:6`3/$(5'1WBJJXKV7(CB M>NV\O'FOY>%D\AB,H_#8F?B]ZP]EW7G78N3G+IY*MR(1^B)#/?.S5-/_RAWD/'=^K#?P```/__ M`P!02P,$%``&``@````A``.WS1""`P``F@H``!@```!X;"]W;W)K2@)*L%M&VE5JJJ'JX=XB36 M`D:VL]F^?<>98?#Z\:UM@E?,.*'=)DPF<1C@KJ9[TATW MX8_OSP^+,.`"=7O4T`YOPM^8AX_;]^_6%\I>^`EC$4"$CF_"DQ#]*HIX?<(M MXA/:XPZ4`V4M$O#(CA'O&49[Y=0V41K'>=0BTH4ZPHK]3PQZ.)`:5[0^M[@3 M.@C##1+`ST^DY]=H;?T_X5K$7L[]0TW;'D+L2$/$;Q4T#-IZ]>G8489V#9S[ M+9FA^AI;/=R$;TG-**<',8%PD0:]/?,R6D80:;O>$SB!3'O`\&$3/B6K*DG# M:+M6"?I)\(5;OP-^HI]7`+GZ,;[657@*POV M^(#.C?A&+Q\Q.9X$E#N3+C5M8"?X&[1$]@`<';VI_Q>R%Z=-.,TGV3R>)FD6 M!CO,Q3.1OF%0G[F@[2]ME`RA=)!T"#(#S$%/)^DB2[+\WU$B3:1.4B&!MFM& M+P&T!^S)>R2;+5E!Y.$(`\=X*,AM+:V?I+ER`EP.JZ_;?+:.7B%)]6!2:)-E M&(PFJ6M17BUDHF34REJ(@&N$@R-;<%<&N>HQ9.X.Q:W)U+4H[UAX)M4=$W-6 MAW/J<*HD3N,Q9U*%BEL)R7.7IM`F,U5OF9'27ZBL!6=KJ-F=%,G530@'&&N0 MS[TMMP+#8I.JQ>7L4VD2S>5II:V9_ M/21LS?@Y;#!T++;KO)"K'I/)NZZE-KGVFJ>6CFJVUEBV.#6>#E<"GY8[8&K9 M(_/ZO!AL-%J:F0&D&\V58T^N'#E)3`N[>'+^>C6=F7/9GB9S;Z-BL!DR M:-(P4.H(PR&\GG-<379=0CF+_T*H1[5#Z,VL`BX"L@WTP$NS&T1'COV7UO%. M4M.;&E-?$?2'M<7LB$O<-#RHZ;E3W_7M>ES55Y-"7DW4Y6(4X,+0HR/^@MB1 M=#QH\`%&PO6IN\'F'?8$#1H"2!E4?*QRF:#IDB9W12I M(2E7>PISL9FY2::=!U8>1--7?H>9FP&Z`6,>Q8_B)YGO7RLB]C&II$6J#M.- MKBHQ]]YQ6+&._UH1\>4__S@:9F^+Z6PP&7_U8./)TP=9,>Y-^H/Q^5_*__Y"SY\\_?I`MQH._+(IM_^G9TT^^>+#YY6RP^>5\\\6DMQ@5XWG&0+*= M\7PPO\[VQMX#`\_2\T=OCE]D#Q]_^=%\\\N/]*U_OS?.7@V&0UZ=K67%C[WB M_9TX^/FM_^R&//PZ9*'N1[ZEY\TOTSSJT[ZS_N#<9'M MS8O1['\V/P@T.BK.![/Y-(=R!_FH:+[US74^GV??3.;%<)9M3Z:7S1=",]N0 M?IH/(7F_^#'[U^*Z^=[V8CKEG6QW,.OQWG=%/A5]LA?YO-5IFLOK8CJ8:#G? M\5ZUT5T88=;L/8QR=S`LIMDV79Y/IJTA[N?3\R+;ZO4*WN*=/H/E7\VVTNA. MKB];0]]XNOZO2S\(PPRSZASH[G?-K[?@ZKYQ]NXP/V\^/9GF$L3L^'IT.ADV MGUXT?PAT^%,Q'*[_,)Y.Y5: MKQU,EG0>.>&HN)Q,YS;X>3Y?NF:O%Z?#02_;'4[R>;/%[`;O M]R:C(KN%@H$3?J>2J6J1Y\TQ5A\^:SX\VOEVY^#-SO$?F@\.K\0&4I]#>()_ M7IC4-U][E8_S%6U>.92ZS*;%VV*\6/;T*#S-=J>34>;- M][/74XP$[-'^ZF0R1X$L:_/%WM'.]DFV=?`B.][9W]\[>+F6O=PYV#G:VE^S M7[=>O-H[V#L^.=HZV?MV)]OYM]<[!\<=Y'A18)%Z@WPNZR&JY".QZT_V0Y,H M/L_^@"_F6*S9O"4.QX@W[V>52XKSP(6B\LQ5ZQ-)ABF=M(A\4\^P<^SNS80[&\V):8,X'SN)A,-,? MBGE^.L06%KW%=*#%RBZ*83^;3[*S!4/0$D(O]!,C/I_FHQ99=OZRD*7&&HQY M;98]&DYF#.>QSW=!=Q5QNYC,+@G"U\WUFD\$8WGTXFQ)P/RE6[1M>PCVSHY.=K[^LW) MUM?[#.@P^^8[?LF^.3S9V3_.M@^/7A]*M@X/FH/9V3HZ0!Z/L]<[1]GQ-UM' M.]EZ]G4^&_2:;XK[`J'6[05-(NLSQGPZRV"J;";7K.7$Z;NP!,UYMAR9B3@3 M/@A#R!XM;[9SX"\&PP4V8/G0U[/PRKT./O6Q?/C;51FJF"QX'UN'EKM`!:!^ M(LE7,6"KN\.I0\E:9W]_WCJ5!]J;MWS4@;GXPR]@UO9N\[DPLZ& M05OWOU_,YB:F)H/J&1'+'IVB>\\&\\=1[>G!0QQJ_4R33#;&77 M**49H0X^?(9%+4:G\%UTW,U#?^Y?X<@_6T.-*"*0&A]>/VD.]\U86F;P$TVY M5I5->9L/AJ8^U:/4446/KC!N^DSCWKB+47<-NC1O_0XVS\\/FZIZ(-#S,?!R=&A>40T>+)SM'-\TK(D M7?VV&EM5W]]6[[Q&I1,W%_,!$2*N0'>@OKKD(_)-FOT..5S2RA+!6/+V2GS: M\6V-A%_G0WSM@H@!D&0I?;:.CW3Z8=,BEEL+(W>QI=S"&\'+#B4]N6)CF=R\GD_X5H%CS=WSL?'P^2,O;?.[JKGM& M)X_=[*W@P8C@-OY[V_V3EJ`2,0/@`YCT($9!WL\=[[L M%ZZ,2*DH1 M'DZ8PK]'LZ+(#@`.LHU/6N[YK[_\^DN3\K[&+3`".0Q"-G/?-06K."ADUE.:SK7X?IIB,"2*E8M8)5'JYA:G--X^(EL%CX;(0[39?.,%) MG"U`U*PCZ47WMIY_NO;LL^=I!GVLNOV+"UC`,8+$Q M7$R&N%2S?S*+,;]NOGFP)'A$?3+T2N0^6YS.!OU!WJ6;G>.DP=H=N+9842]4 M.VS8RN5V-%O-Z]B*ULL\V1>3Q>G\;#$46.QZI;1X:UE04$UBE2Q]["Q-SQF> MOP5(_>Q;8^O7"1&\(1YMM62)"A#0DNT5+UN,/&M)X;*O*Y"H1:Q+/D],&F81 M^KZAPR`][SOK>C.WFG+7IVM5#/BF"7=_;'!Y_^;O*@*0HF#3/-MRPD"TKY9Z M<=M;Q]]DN_N'?SK.=H\.7V6'8":`*@5Z"Z$#BAS=L=5"!0:5!CD2R_RJ?]EA9)7E(( M=#I=*9R8MP/%E9!E[(`SEIQ(OBD\`2=\%%6GHUD8'(,B5\`)DQ_:%]PJ!,QZ M=8>H#>.TH@S')9O#$D#1B.QM0*YJ1WD'0MILPFQS\T?`+]D"D@D8*?O78].I MYL4W$+S>!4R,U:QX*UE+)65N^?-WI-6"]X2H7'#/_)@.1B4D-FK M]-ALT.;8Z9J*@"OQ8K/)IH#L'7Q+0/L.`7F]F$(M\&4Q;^?J&.UF*P4Y\&ZO M*(@I;D###8=?J36Y425;(KTWA%?UG@TY8CXW?(#GL9B.->GRI29!MWI8X)FY M,F709DN3ZPGQ3O.+;7=SW&G&">J$X\DJ6M!*WV==84BST?K:;D"OH32=7[I+HW/YFZ^#E3H8?L9/YOX\SLDM:H^:H M0K;G:&?K>`<;M+-M_WH,<&BO6W1N:ZOP[=NM_9V##LA)+HS"^.:+ZU_OO-P[ M4"I(X_J.[$JS>_NB\],=VN,CO*&]PQ?-SX[?O'Z]O_.*P0`QO-@[W@8+?4.6 MB0^L1?E33(%TVBM+4+4,X[;LJZ*XK`^T`&YZGF*%LJ1 MWNX2W96[PJFT;`UBGRR&!:HMIVW;/!.HEOR'$!G?:#)JL5K%;SXD?53ZS>F! MA"W]7H_FED'(^%2ID&JCN9:5AT^_:#[L[G66+4]AO4!I66V-+!S(A M@:F^(BC9?&MG=#F<7(/8S81(9)?D%[)H6)OO'ELQY*E5!@7K&0U_"Q=:2H]6 M-=+2-Y\W^W]AOAHHV^^BQ])^/F[V8]:FSAGEDQ?5L\ MV%Q6UT"$!L`Y5&Q>P`-3:NUL6!ZY#8#">VGX.'15@"Y[U,/#2_%"M=LI$Q;2>;K@7Q-39UK^ MUU_*LH9'@\?9%01P(D'K:4F??N;"`C?J_U_S7[.?A,=3%O[TP4>;7\(WO#\] M/_WJP>XNF#S_IY^GN[@,_M[>F(+`P5R_?F0-S#>???YTI6:9Y0C6WWAGB]V" MTKTHIHD)>UFWE09QR[EM;#Q?^_C3SU9J^GWG-YU,8(`@6V0[3+Q,]-:`*3_\ MLG[VR0>9]A*QNN>%??[9VJ?//_\@$[1U16V=95<7@]Y%]NS3YT&GF,L^G"#? M%I+;@K\9#_27V1MP'.D'%I_5GRS0:4NTEVL9/OND*NQD[%W_6'&8V8#U4W2E M$..@M=;,O9BZ`&VL??[Y1F;#?0*XOKR[H%P4&*Q$P5L*W2C.DI4_GK%6,7HT1RY'H:#;*"6E>]`>JOJ.5&ELD$%E1T#?__@ M@"PK*ZQ>58\QDZ'>QMG+Q]=K&&:SV]]LQW]>%?%?BYG]"T7-!W"%WAT5>'[+ MK+Q-YT:/H57O]J[!JNO7V(&??B#?=9:/!L/K9+1AB^",QY&1)=EX_.LO;TD? M3A8SG(&Q2G;[P&=4YQ'IFC$[0#8F;`3(_N4)?EAH^A$@F16S/[9)@/9!0[>U M>7]R*4G!\@_[%!YI)68+Y*O2[A^S1\\J'<^G"RJ[4RU;R.Z')638?0K.^@O5 M+JD-T%R:9XE[PYQ>?0Z21VN&8GDMW;28G/W1QD;I83E%F6_S*^3J6%'^1ZP7 M3H85ZA;]MJ9>B>9,1]2\$8Z1UQ1'5#JMS$V(ZP>,M'6*AXO1H#D MY(;.LF.*+=GMU-,^H9`>D,U\C2OD>7_CQE:NL>O5Y;'RNSKY\TGQXSS[&HWW M0RLP/7[SZM76T7?">H[W7A[L[>YM;QVP#V![^_#-@>4%7A_N[VU36N+"%7=^ MR;/>A%](E%V&@O":7Y]$\2:/!VJOYIIL_O;S_SYA:6J^=P#_8.E9N9_$/'R( MK85$V2Z&SN6N.I6ZP@UT/)WO`+$-N'=];VC2F6476;EW2O4H_YY:"4KJ$Z]5 M&*T6&.`WFDE`/&5>430"=CP![@Q&YD[@% M"RP';9.FLP5Y@[PP]AT\:LI\(FBF);C![[S5*A`6*#*:"FNW6JX)\<`/A38" M>)'1P<1C5;W_M4GTYM M$G)S>$RPC[K7V%.URLP*N MR,V^2RZ`";X*Z6T6*T(?+>C^MY__5YT[:YUJ,QU<$.5'E`)>D$[,!:+8;KNU M$!"`J)1"(ZVB?2G*&@!7H*G%H^>F3L^G@D2CB#HK"O$C:8"_@;JFUYL;=?C/ M.,3F+49E0X571E[+C:1^K7B2?1V&F#I++!:V$Q@3JYB#D<)ATH937+D>'O1@ M[L@0^LX!C:!4+>E@>$Y2#/6ARZ%"YJY,;9X"^U`F"!4&YF&[3<,X@6X@-8`Y M:M_,DD!;^[*/CK7-WT/P(\@A:F/CXHLH35_^4!8A;(2AA():>5V+65#`5>^B MF^V.ZOM!DF*,V7PGKVI+TMXTJQ"6^#-^H@MMC[<00M@=!;D&^,`H@%`+*5:2 M/)/A6]^I&818&)'ST'V(L^515VJ8%5W17Q+M@VR9,&I^VBID_-2/-:+2:8DI MC/5+)%%+%MDPF[S%E(J?K%W65_\F=BNFPVO1K/)9[*G#I,XW=R-DZ`Q1%4_) M$P:6=(D4<5O7IZ"@4VF"J`#L5W>"DJ%%7D02&Y,>!1'5 MT$\Q0"0Q)56)6Y.F\]F95`LVB-Y*:14]?/%26>D@;=6"X))#^C.N+VU6A:/Q M`Z""&!=-02.JKI[IV(48Y<0A3*8KRYYGBQ(92C4;<)!21_I,9<43C"HOV<'G MB#*C,ER1U7!M=(E$+Q$?9Y-H>*3$V(%D'<#( ML6<)`,'`1!O">MC4J0\F M`:Q4?:(L$;@IYS'D%+B*.QDS1?Y/&TY0Y-%W-;.XG(S_(!C*I"(JILL)RP$[ MDM&"'/.+P;2_?HE"0N_RW^BZ`$\]\\^0QS/6P(PQXFDR[^H`]9#[>$>65?HG M+!-8@+9CXCA-%,7&@>,RV=[WTNT,591+AI!IZ/768`*PN@J5HN,*DYA?@%F? M#X8VU8K@BG$M&PXUQX/S"V9NYJE7G1PA_E!)K8WHM+C(AV=1H-SVZ*_D?2/F M!A0R;>_O279B>+*WY1G12B3!.N.^:KM_Z`WGMV.@R764>Y:7T=N:Z=/&K$RZQR13^XIF`0C.!VAS7B2J":SL/@V2#+%8>%0C'@+QAVCQ!D8'DIC;8@>YYM6(*2J&:PIYD\H`N8"TLPY+PJK)H77$EHB.I".2'!H4(=`C#@-VB`_0U;V@QQ1?7A M,[+M2"=)P7E82R\?G''W@F\WM9DG:YP4KD^EM=EW*[W9WID7K5Q2D008_%.L_D!7":O>\-#/Y7)9">[CQ\7,B!Q,98^>'GWT<_VX. MS:$601%4C?50Y.[4X>"&ZGA/#*#E%8K(T>,=(!+#F_B+6(#M@->5#:,K,<,M M9>>.,_2;,4=678/YIDPZQ5@SR]\LM`/=T.LRLX!NMG.1F+^Y>3DI!?.`0,L, M]$KE5Z;Z'W[^>23[SRB.I M5BXS9OV$:58.S&;JB3#]^E+E#B&%=@SK;A&YC"G^K/C..SY%/4X8[YJBT MYK>Q?'XA=&'0$SK'CS#$K[&LRT6^UC_1\3U9UK^.&C=NJ#D.42UF#S\O&3MR MI:L_K>W5A/+P,:0\%%XKZ:F\9@[0J1_K<6_K]?"3#^P](#'W MH; MN",4$2LEY$%X)&S^XKUH"5LG0LR[1CQ/`6ZEO6/!2[#*54=0EGESKWEBSUW) M=05D"'BE^RPJ0+0,5H0S52)6+1PWST9OU3"=`&FY'9.KXUD0RO#LC#QP;IQS MC%H5TS5<7KL;\%UA7Y6=\9,<)_^-H$*Y.;(%%-'T9F[XNMJU/0!T:3#CU07^ M5+#(EQ/\-PEU`-@U,`,1\:J8@?F7*@-47D$1!U$%6?'@NSUZ\.W>S@/!E,*T M@-*R65FUAD>NTSM)%*A-_X(L&@?\(;N3$2<,AS23^>,2SC@N_(9R^Z;&EI_. M)M-36%P;##2FLD4!-5!,P*+>#&F40%.434J<5=U-K_.YI`8(4EJ%#_%"9>AJ MJ>SB"7YF.A1*#F[C\`,JE#BF"("(H2G;F:#SXD>*`>SD\I(J?'_&:3H`>IX2 MZ>M`4%!G+S2L89C"CYN8 MB:+FR\+A9\M?H-+V@KBG#ROS8P:&TAJGU@ED!"1N-B7]_:)_;E8?WND7LI61L35._/?7#VLKZR.`U*?YBLP-:0AP0RJ]B?1'T4H)/ M:DT\R%!L6Q',JD5.BQHU>NI4ZP9_AJ.;^3;`&3&O(YEHD->D5@;MW)E:KAHZ M+:5O;WU0M1Q-`W^8X"H)QYA#-*_B57F2S'$Z:SOI"[D8]Q0WD-DXM+6HF1R2 M-AU'?TLM(F"JI#:Y#0&ZYSE0*RN-]Y8`GQ_5LE+++/+[1%#FUI:J"[:'Y:HX MC236-&-U@4-PSPY>.[-3WXA,;`FH``<%>2"Q=+C+`?V]TH1N2:ITWO`Z%N*N MW6.ISNS1@ZW=8QRPA'[$X_[>X0/?$:A@ELAO&LN%2`,Z&<4(#)MG=?/"#!S!/&#V0]XP60V MD_>NS;AE85[ZUM_O:TL-)CB['NAB`=$%HU!,&2_&U&>=V"U+&#@,EYPH*=#N M2%6:K5N5F0G%N)B=\UU'L%0EN6US+K^8`2T#?CRC=':D MC?]L\".D03FJFJZ\.:'J;+]Y=&WNA13H^1K:Q_$/C9D")SN+ M4WOS?-NW*B)T=(Y.;SOG\?IIWON!,9@V$L8/,49",P;E5NT"10A3:E>T$<3,XWUH/JWFC29WI4[? MTW[(/*S4SRVUH:]_8*?6Q1/OT+SO.:=*[;PZ6N:#W')&6U&QW8.AZE8$9KTJ MG&F)HIL86CHX[?O!!2;V,65!1/S.XU;E"+[#3ZB(EE\74)>E^V"C9)'^:D1W MFJ8:UW]`<0GQ;5I_-S#BA0KOZ>@*=D7Y[7*]S(]RT,Y+V>E_5('3VCO.@258 M#F"<-.)E_)<*TD&@?!^240F^5VK^/75J"O#KL;RXA$/)C`O,',]4SJ^05#&[ M!\/H(>4TX!,/ZDE)E&$]KQA"YQL=5(:-WS75153Z6MZ6L)M8@8;S`)I#`:IZ M%.R-,9=W&8)RWM3U4E[!';+QA-^.TC;#ZY6H=DL;\5=:%!5V.,<%]PG:P;IP M'@6)==K@SU4@!S'XC%,'Y>R&6AF1W3,CF!(M1@+/`NGE/$57G!Y2)()FU%+< M!UG_-CPE,5LW=519Z0Y/P+:6T&<5._R?S)N8]R;.=50##%?9B6F!PHF&VNKL M`ZKU#\",F\M2>KOAKJEM`XU[X;2S^_6LPSD!!)D]Z7-B+D^>TY.I M)IME7FGE*@NW1,3EJ6NQ"I&?WG"IS-LPP9!Y3+35L80R(4"!A>U2HAL!_6%D*:%*1&QR3'?:BR*3E+!M918,G-!$0ME]S/7Y5Y4E M90%-5>.,:&]AC1:I1I#\`$>HOFN4]6^]0E5F+]E&@XPLT\2N7,^M^@8S#31L MRC6()K\7IOJP%10C]PBX*92BW)+@ MR=\;DUA"!_S=4'_3O-X*H:ODC9F>I5;!3U_!-SY*>\#O>%])M\KQS28H#&4) M0_Z,4=3D@4J#-#P2M;H@0&L;D-QR%Q(;ML*&:K9<`LXVZA8`+@MR7IZ>P-+W M*6)$U("W^<-Q3(.Z14?Z,T4F'1A48,BRR7$-V_Z#MU"S7;'(XT7)66%8ZIN%9 M*[/_.CQ3&X]224:H^+9Q]KEMW;1&GLVNR800/U)*XY4?'`9Y3D5U-68W4U&? MCX>9#A3[P1$,W+K&YPQ;:FG0#I903R&'T*@ULL'(+?*NC51P[T#%^"%\=7Q! M?\70EER$!=E.M)B(]]C#,G329MT$9%;E]C3-T8)C,A5S+P=N4S5&*E+HK+4? M@-.UIV.^>:P4+XRPFV28#KZA/FB8Z:"::5`S,4,\WSRQS7/=(U5_[#@<3*:A M'I&&8R(`YP[?S&BGUTI0P*[.8K="!3%H[3@,,JF(6&DD[+\C5)2LE$4-(HN! M6_1:CH_I>'-A0R-_GZJD9KP>BK"T2M1#!,UC=E^%7B@;$C^>8#9/E9I/=`]\ MBIQ\\33KY]?"8GE3IQ2D')VXKJKGI*[,3]"#\I2T!EF"XB^IS,3*EYFV,Y3M M]G,Z6JB$`UTN?AW*,@DM:1,W5]CD$ZK`M(%=U,IT#N+,!UD7@%4H"YU6)!>::D7P)?VOUBBAH98^;(J^ MAQT5JKL9%P_9;`)/J;!/23;3CC)WGOJ+PUT++%E[6ZK8N2?"99JH?FE*AJUM M4%/>;0G_E!2+F7X:P&NSC<`AOFB[ M8'TW$7PM*5$8(E'1,,L"ITKR.DRA%'>/ZBI*-JI1V^E37?)@!.(1.U9E6:FL MRLX9B=N-X%:%OC1>1QHKA"L'4`9-8AYGBMHY)I'LE>53DX[A)-G13W`/-5#, M&]D90$$,4\32]9BUL3.0;,=6"E#\D#750:*(YE92I=LZ9&U M%=FCM99&^N7K^3L6ISUVEB4>`22G`2U`%9=L=:AJ8BBWR M"F0BT&Q3B:\.:^#`)1WP;:=":+',S63X01*":T7-17FDB:UY:D=*PCNSU8Z7 MH^HL/N\%_FTV!^&1,]P>U0B7G)+.@6(<'-5=M3@8BZH'&]0V03AWVB].Q>_( M.SN$",&(DC4AH'3M\)92=5^@I$C3>-H86(W2L%A`%IG4&U>Y:#IXQ0R^?28\ ME=&"_2BOSS`QJ#/@)GGRJ`-\`^8OPBK7`*EBHV@TNXNX>A9?\>,%YYP"8S<, MY_+ZBV_CT>3NU>A`]U>A1"$[*H,J.UN$<=R'XW_?F]DV2P=3D3I'R\`UHJ*E MG)F4'*2WD0[N#HD.Z:@@5S$+MX/5.TQCV(0^ZO@^>7BE_%`'.LM^*J:3)1%M M=[1YO746A7BR3NC>-#`"PBUZ0 M:P(A'C1-C`:/-DT=5OC:ZHSD,6C+0G]A()=>$:4EL1@F7*-@/ZU()_YVQ4?J MH`Q2\RZ:UH9EHXH5T5I2B%OZ?5'84,>VBP+QM`W`J&A5E&:,)H)W M.)=X[5X8?#9"KJEN74EX8,SW*9$,++G61;S$$56&%'.;BY&3@.Q=C#DL0WKP MK/#KM=EJX7NJM3MC,L$=#-YFC*7`(:V0J<(%6FMI*Q,RA6-H5@Z3DC+E)RY[ M*[W\RDAL-6TDLBK-[J(;BNEDE>731UTKG2B.#@@=8W>_(E3.R>`R',_7K2BE M[HNY\7:T7^HB2A"+&<``,6TD0N\/\X_\20SNP"`0%")?53+884UNAYH>OU'5 M,PRI\'61QE(:\!JX;!6B2B8U7%13:4A&^5F5KPQ]LY/75$9-Z.M92]F&Y'F' MS-H%VP-18AY(@F+[)8Y6O#*3[X&MY:M1KEV,*$?MW4$#^TE4[:C:+`*&6<": M<4<2#-/I7=-M3&RI3*2!8RMN@5@I(`(("'N+3*>TAYTJ][LL`5GK/%>B<&)W?J\E[!M]NA4A6<,+J/8DL-\\/" M4NYY=@P'A7%?7DME22U4[!+R$@Q9127?`(>4NN7.09&RZ=M"(W9B`.DXW22T MDL<+8[Q/D$;Z>(\-Y*%'0YYJ(7S(Y.".SQ8ZP)IX2BJQ/*K"+(D9;=OXJ;MQ M,3VH*[2\;R;B3Q+'G*N;DRCVDPM=@-MG40-SD8K!-,D3%0+@Z4^_+"&5TE_@`([8:`Z`=AWA6'>0(W.V3F!`DDP6G9EQ]QF14C/.$R(/,GI MF2EV:]MMJ[A)%OXKR>-@5L@9^:FG1%=LYC/(UG^7N!KA:YM,KWC.! MU=9#_&/;[H(&BP`82AD@%V^:3?2L?2]WB5NUA',IBX?#J:8-O(LH!JMY(XU8/KCYV9K^^[E4B/_PL7QIF<8Z,QCV M%@%3V=[F@??FB>*PEJ7L2;65:JW*`8+CRZ(KHZIE6,2"]<5Z=!^2?#:8WOD! M-MW*2"?O_GW/`$C\L3C$1::R/Z:V_Y,;OL))4.*%G7CLTDI3?W][6^N\Y#AQ M68A[L7!^8D*9NDXA)#])<-D03&B,6:X>N*C9R/*69T]92H^LV`N=-*W3ZA5E MZ;505!5^"%(9$>\$F(;0TV!9COH&.M6YEJ@FL;XI#G#J$D&@;3U8B8ZWM,[, M*5<]VEV#=7:X1CR:9HM841$TI4:BD7FYQ=B.`-)ZN)L82F`AH4)(7XQ.;.W- MC,L0(LT@%J6W#H8`C*!^5#I/)W4&H,UZ*5!9;_+U@IL)67%WP%"NU(29YFW5 M_VQ\LO[)4_.W6H_V=>V4F[@;&CB1;;T@]^9V2&MJ+ICO"T*\P,9]:HZD&R?X MJI?CW5UPM8$7K5:GV7SM^3H0H'S#UEBWR9!Q=U'[P?/US[J^4&9QYC9ID]BC\N#QN<# M,KT?*NP`KXD),],:]1-RI&04!+0HVK6,MZ3F/91W=MM3J4OIB>7\<0>SL=+? M3M[H:OP].=YGA#&*S&*H8\73(_$D#]]/QY/B2'5,5/J4YS6U<5TDU@+OJ14=H9BI9JDAG>425E\:IL;^;TO1WLI<( MD!BAN4@8LFL<7I5+$UZQQ+)0RE/M-+BWK0^#LNSBT/'E865 M:[[?=C0J=6G@3!XW6`9!U="R?GCTRPX)J_!7I5JNSC2X5A0$B#%"752EQ"7B M;$IQ&'M(<,U(XSSI%`+Y6Z%,L$R*@F5<$AF5QXL1_][9^6+_J22QZEUZ[)8J M/\G&2O9D926YV12U2CFLK!>59> M/F90E54_/^`9,P(!734NMD0V9JG MRI,9&*ICC_B=)8F8@PS@*>E94=I#AH1X,'6QA6*T=`)-K-R*9X(E95F";91O MIXE3U:XM-8X%Q4MUM!\WQ6JE"J5WCC&T6\SUD2/Z--N^/EJ+%\\!Y835\.]1M"VLA).?:A561([>S&> M@U5S0]P&IGMYB)1[7@#BU0;.'96EQ,ZDN^GB@O(2/(=\.R-"_/^.=H(QGV4%QE1U-0#$?$"&>Y=QV&+--O+Q><"(%*O>L8+!P6S0(1T*.SN?2K3*9FYZE7 MF&6(HC!_*_*S)5_#3L$KW>@EP-?=36[=*.L-*JT$`-E2!3(?C:9*O`BEF4ID M["X\0R:P'`)%P$<$PLZ,09[\^@NND.M1'+BH@?U22$E`J?2DRO@%KJE.4C)D M)Y-TCM@-M.TP$_/)[$G076&"5DL!A(O'5-V%5^CE)/"H0UXUJ6?<85X:62*, MH?`#Y)B::)M.P.!4C:&JQ%AR$-W0^I3R2D.VA`BKCHQ+U8VLK5WP6>_3SP^J M;<<3*01^ZQP!WS['@6^2+=NYP3UZ7#G:S1X*`.*@K1S';B_4*)BQZX@PJLK) M8WJF,=74>GBMHMUO7B#+,CIW1I\E\$C8X5>RBBO5I<,,G\5P(KO]R:U=\ZE, M!/;SV3W)#G&'RA.79;/#F;PUX$,7,0T'%\I3\*T.$I1#Q_\@K)55AQD]T1%. MXD48RPHE9*8\"%`4LFM86VVHV.>4A0*S#;O)1':W-$2$E@I+NR>X:A*^":?4 M5)5\8E67CP"(5I6'UOO&+S4027-`G&]B'PS%G:T9&D$):N.F&OTBU1E6(HW+ M(:K!O_(RCGBE3]UT[)5I@P,L6K"#H@..9$2Z;*;&+Q(YE*CC.( MPZX\8OV24%@5=!V,:JI4C`$HMXL;VRR1&]T!DB(31XK$Y;2KIE7'$#;MX1D' M^Z+/3HYO#B4L!&]!H.4N$P:O6%FYIOJVGK?BF=+`N2535)B>ZQX^P;:F4LLIVH<'LMBSMR5*P&R+>=]!;5&4<"2*J$3\.GZ6W MGM3PRKTU6Q;!ZH0Q#Q1*)"J<7E^R;D;::B1>KJ4)35C,92M)S9GV@$5J:"UQ!L)H(*7._Z6!["=)=`D]OS/R(;)4Q)50MN0K: M]Q=G%'?[5$*5:D@!Y1231'D.NVUB)"M=$T+IE=3A+6/*#P;YFQ?&?IXKC&PH M4XZ!G)]?$<*Y2\B!(XR3F0CL[[M-Y5'8UQZ1(!`60QF6+TG8#1.4O%@OW2P@ MQTT?AC6@I97E76EML5UQR'Y'I:'VMN5G0Z&A\99:^=A[:X?8L2CC"U/T_ MS(K*^I698/>:X=S*+A7"AEP[GGSC6Q3RA,Z$U;<7='@:ADWNW%2A^`QH"+#< M:^.T8J5>P&J24L&:>%(,U`^CA;OV]T]8(8]V#YXIUMG,BG9A-MW4J#22\VTI M0J4VE0HV,(WJJ?+JD934J&M[6>^:J1$_EVV99AXM*+>*FIO`"B[&'%/RB+24 MMI8E2/X2(XCUQ8+\L;(5^^VY"W7,A9.X`W9)QXD4:CA:Q$*PN*3OZ*ER]GH5 M0-+7FDG=C_&3`#KPP&BU*F6V,F\J;("QHUL?KE9JMXN4RS%#Y>OF9JV/;V#- M$W2H'R/T:2L970LUILUJ#E*5E6PB\@_CR=6PZ)\;@MSNU1&ND'9A#1TQX#VD MA^;1H"XQ:DK!L`K^6TVRU>\2[TQGS\NQ9*5U98P4V!"2L5Q]9.M"@\JXC;WWBP4B%S M>RJ5::`NHGY`[[2RZ75%9%)E24HT4%6\W[_X6.4II&HD?3O M(AZI+U[P"-\=E)20;'3FQ5H!I"MAP3(H:#RZCS#`7/:6.VV6JGK$3,-733Z9 M)G#%<9<7PK-SV04,C!T@A\T,^XTZ7-56KW)!4J-WZNC]_V%_;M+ARVT2?D21 MG>0_WE,F1-OK%J`S9D,<1[XI6/)B,R/JQ.EH_6L ML).GU"JG-]!)/'M>>!&IQ21"FI"?[J!-_3IF6.5;[L:R^9FZ6,ZNK;4`B'`# MU&2[IF#DCL83T9B4B9+SCLP7<26WQ- MMSX:1#8OK"I(3;G9MI(W#02R+IE=O6UXP*])*@LN1$L_O,08PV;?/7/&1OT' MI2"^=O4DTY5M=00'W847;W0!@[(V#B^!Z?NYC>NN[Z]>?@RW0K)O519XMUYJ MR)7*K"CC[`)8"_\4:)02L$2,$[]/3F?%]*T?H637BF%641>>%0@G%S_&&*>#^R!'2R-RD2D8W!JQTORKB1H*LQ9 MQXEK6Q)4BPJP33WD1ZBTG6)%U93I0T\T/!(0_B,*Q@;)W6^<]"5U+:WQVD$X MG2'SDD-Y%%E>ZSD98@8N+46+2X].?_3;S__^GF5`WY8D"ST]Z%)[(9@VFIG]2[&A^,J8!WX=>?Y=O`)K(`\2R-8G3)_:RX MKS2I%T,Y5A?OI08M8U#]<#&NO.\]O\-S%.T@E6+J,K>D%1VA=D>Z4JY[,)5I M`2BVWNPXFH:Y@ MT!RFV?\>8\+ZZI8^_L?XPL`C<9G)D2X'5#_$GW;$JPQ9MQKXH^NF1Q;KP_4 M9%SK4.&DZ!L9A23=292744<'$2^C3QB(=104%)I))1J34R["U8IA]BO=AP$* MES4'*%PQ5^7,ZN7:Y8;&A)X_,3/C\NJ>"PZ8-K+^/_;.?2F.*\O7KU+AH,^@ M#DG#14KB);U3&_7"Y:)&PE.=5#],9V$&\RKQ7TX(PF M/^2HBB@HG"$:8K9*W0(3F,57Q#JJ$HI1`!2$F0KHP87ZKGP3FI?8MD45F,(FSH`!CRZ&Y M>U=45\]'G64=O_=S5RY))9^F7JGZ.62.W]/[9#2P3_H9(KRLX6I0\)?SK2$$ M7O":P*;2+Z/]Y'3D9^.@;-)$5/3_9L&)PH8'$L^_\F91BNEARX!E,9[$LXJ' M$_MR-V?QE["R19$U?/M0;4A+WU"L!A8,58:*]]H^XUL$(Y%Y\.42N]F3GI[Q M%7B(E'&Q=$UV<>M8EQ=CV:ZEYP61ZJ;ONYXR$7LR\`C0<[Z3G-E1#S%44)$" MT^K5P%COQIFXP6/,=XI=S\`H:25!+!\5SD M2K-?=.C0U@%X<+.H[:Y9$_&1EH#VP,D!"/DD0CK1WEQS)H,M&S,+B81MM+H* MCG03#[ZSY'PF493S6+,9K-^7IYI#RV)2$PC2M,_7MY('NSO`!.F/RW376YZH MW%R\]$V=0XC"T5`(>R-'W#P0!&"_=W7NK^_BOK])WO(G7,2QCHO"5VFKZV=S$\ MO>A^["QSF`Y69?BW&9;`6]K>V?"R>P8GA:?J47-)A>BHT5E<0FJ25CG$GCW! MZH7H]$__JHZ&]=0GKGZBE8BNJL:%X'A(^;*./,KAQVA%'62$M&6#\Q]G*(YX M)O&_X1O!)#_"4\Z_4,75DUL'BSO0AL/[?)I,AM/WQ1:FP9Q.+9CKR-I.GU:E M6L@Z!,7>==9=5SX_ON;=@^_P>-H=8?&@IF5SWY1$8*FYY68R:G>Q4R%@=EB( MY84T6K?V*37"-$_)4A]['Y4NV<7G=\P#H]%0O1P`L/EAM&0`K\/:-@-\RC9= M;"_[K084U'U?;M"4N[._&J*A3U[W=WM"^4*_E,W"\>;W1;R2'D6WB2I,'4^ECJ M%V$VX+F@-L92%;#9*[GG\7L-T0>;G1)AZ9U:@:(!WVKE9$K@V4:Y+WP&K(=. M@Q<]5.*Y_CJ7I,BP]T6TH--)_(HR,[%HA0#H%7XK2CAQO)`OT6VT%E]QTQWE M"O<9.CP(=-Q3=T"9&DYX;L]G9`,=Q008]&[%;0&[^F2"FXHO7A#;!`N*;HS% M*D'\*=Y-H\_7T@FSD5XYDE1H0Z"0)N/+8<)4:$*_!LPN4PGU,R1F6K0G9!D. MBSH,<$XY'-/-D-`_,#&T'(P(0-?HO(A\*D"RJU3K"HY1M)NJM'&&W@%HL4'^ M.S@9I[['V+V/AY,+-.&).W.*URQ9)W.!D%TFH]/"#J`_2*R0@0\SL.Y&(7<2 M3DN$".82&'5T*IQJX[4&"E:7$3:HUP M4:#+U@D,0GZPN):38F;Q]J=4_M#T9N8,^EA`U)H%:_V;\>E-2#Y(4J)Z25HON$_*2TB7E,E#L4-2[:W]-M+A(Q9^J`0#Z;S`D+5`-T$4((95 M[?QV]-`!,`5#BOBY-D?7,QPL)67#_")A1U:/PG-((?Y-2`JW:E3&<2,P@2;-ANIQJ75KIQ-I=@F6:&.W6A$9"5)='@T7?60@6K#UY=+>PDZ*YF),\7KOCDWR1 M=RO\'SF^+U[0P4(AQ[]_U>`.OSMYAXZ9VBMWOFA5\Z_E.1E$\HK]]FMH/'TG MBN+"Q,#=89EK53$+HZCV^:):M6,(7U0K-<@QSHGOW;W&?TP=^-^I6A4$5M>O M#O":1!6I>$P^/TLF6EI=7XL-[XWA+#U]E/Z-]D96P05=9*HA`]>^FI;%:?/% MLOWC2GKWQRQ"J90JWFK=&QJQ34A7FNORA$X;"KG4IJ2!Q:H]J^NW"X_->XU1 MI+?H)H,Q+L5=:_=432IFK*+2_2TASW>3$_^VCFF0!F6391RSD/?)0CM6W*_Z MK#5$W!UT7O0.F7]\<6G#$139(9CF:12X3IJ6Z3P;*DZR_-6+K?UG7]W#3QO& MJS0^_.Z]^0R%!_Z;]MNE*G7LL+A\,SQG" M^6AEX][?.F^2GWJ$?UZM#.5\MFC%/Q1$,'ZY+W\PYX^KD+9]053:)U6X'_<' M"R(+7`?F9=I*53KZ+7]%<>87_9^YDQ#=>9MZQCP79)8U/(W0-_-NC,W:!0#9 MS@ZU+3;'TG!@1#73Z(.2FXYZ]VX9!_%=Y@OA/JW'C^*%,3N;8$?,4\Q=HA33 MJ(#O7PE\HP"^2)@OGO=JU+RVM#-R/.;><='0H;P9L4$ODU(>N<+M)^1S@:;6_MY# M%F`P81&B>OQO!7U32J-J4<)SASWPRIHF=$]XFN$.;@EU5C=\1HIOI"M>HB(# M6'&YC6.**P9JI@/ZAKB1"I#)NU3XKA(J#PE9;%&A(&=9#0PO\B+\1B1FR)() MC$AT<$W^LE'A+QN+XB\0(L6A@\ZV3<%ALNZK4!X3F,V3]168S1Y79J-M"MZH M>Q-R;D\4#[.2@`,5H>B_`?:6U0]8UJYU9WV.[\L"??$JMD.)V_[D<-0_)D_! M++"+SK>$Y,\=9U32G:Z^*Z9A>]UQ(N#[T@$'G=W4'E&)%E//_1[.E"^7.[7N METW-ESE^.WU_\[=?,^9M9-;DD3O%2Y78H90#RX#Q\RV3:P#4[]$WDA1GH[S0 M21C<'%]0WF$M+`+E=46H!G[G08[9OD4QM\!NC2D%5#?VXLT*R4[(:&(Y\P%-O,S$ MT(3],V63GI*H2)2].O'.XB(;<+@_`!?9(.ZY*"[RCPF*TXV8R.IJR4165Q?% M1':]=/C`*H,#X_CZD3$.9"OXXBS!J?7=H,@AX)7.LY"#]X/3P6LPX(UEQ@F] M7P[I1;:M''303WD)B(?.?J@!TMMZP,H%NZJ3[FP3R@>7RSXP`$8R(N[.8^#),0]VZ2;#'1['A" MF924"V5.3==LF^2&@7!?.6^'6M'0.+"XKU@`H]WJ@;!5_?/([\NJ#,(;TXTE?YD.S^D9CW#1D%IR.('=+/I3:) M[T1C%IYG%C`_%X!JP-IHOOYC0GO?&^'?ZDH5_U97%H=_S[G/LZ%+#F0.W8V, MO\N:#$CW=%4.LQV?*%$W/[/`RI+F;<&Q[V->*AHAJ*)0;<'&CTU*H15]KWQ3 M:K-X!!>"3*_TZ6\G_6,;F`C'K$W7\&+'B'*X#IX.8(G8#`->X)$Q3;YBJ`K01OOO'N[3C)I.#R;.4<+# MX`N-:0%R/L]"O#"0J'%S(2HT%\;`Z*^G$7*H@VB=^7+3AGH7Z$=8Q'-I$@C< ME73;0-B8[2(R4SE0(C,V`85*C+G[S,70[3NIU)FK&XLCF;W M6FB-#[[%#WLJBCFB+VQG&3_1V/S?:RL;#\RX1,M3!2W*D-2\=WI.W8]\'M&A M&M&#=J[L677!EDTKLC);5@7YR?-'K'=BPP2I5HD(]B2B,X-I*5_F!D9FSZ'-CL?0YWI15@TMM"XAN,SJW\XJF\4Q>R"[+6CBKS1N= M_]WBLJ5F_9\K4CENMO//=[L'/W:V7C_O;+_9/^B\VCGX[LWSSN[K[W?V#U[M MO#[8K[XAD=_LE?A!W6U1EW(5FT0)L1]Q57EPK'675__8*`TAC.2FPA.<5A4E M1%MT6L<5U;\G1RU4QS+@&SY*,-B\AH=0HX\_H'3SK-+H.8[DLI7UIHX_QOU/ MU$`:/=]+UI/]@NZ#,Q5ZD/-"[OS8$1>:TM2OT/&P<;O%-BD!P4!5[XMT8B#@ M()1C>(YO^)IYO#%V\26+:T;Z83.6&AK!P^!U\+`JFN,YM.WRQN/O#2^GI*MVF%\["`=O&0&9?I(=0, MA$A^DM)(^%9[^"SH;C$=ZY?65Y_$]*A6L+KI?7WB7A)CQ-`Q1FNUZ.+((9W" MBZ29`W0JLPG&NTB$77MZIP#X(R!LX%57B*,;7O7"$';E3N_K]R!LHJ3DW9O- MC%&:$CVD]VY12UA:O4MPW>\L;:3[<84\;T`,V0.U;OU[SD32^0HERO.,I!Y: MW@;VR#$*WR+`,R7'[R05WG--3`G%:;963W+]%I,4\:7>),3>@Z^DT(XKD*HH MUR'RO@A(N2\S%*U'CARQ\U/^POX% M,O(ERP-F3+V,J65V?3#3@E;Z9U.N#(RM[OF:R`5UWXFP M;6/4O$EH$GW/(S]RMEG>@#"[R>*N__6'+NU)NIWO<.N<\;_/Y.`F,/_RY7;] MR;_4?R!H>QG>''7^'[TFO^F\[8VPMT>=9P^_#U20]T$XH0\N^Z=&!']I%X@O MZ:5ZWO6.ZXO'#5T.\>@-.\M;)/W^0E;:9?<#HSI#RFA>_#7YC/C?__N['QOW M_KP'`,@,I`_2F/\7CKM'/VE16=-IG_=&4"7)501-+L(IR:$EA9BP,PD1;,E; MVKSMT0^4A+EO)]UCO`3_8F3QU.YH9E4_W]O>H$OWO2)!A&&T`7EC<>U4F=!UC6"-9!BH1_5)[5*H4F8^7+B MW&)W'>&G;,62IE#H1R*WH]]^W9'F\-NO%3%?/R7I@V2@Y(04@@TDM]6?(J:C MR0H6MX"ERA,JH"0GTA0QQ6]V*+*K+[9MN9-C.B<^X*9_\\MQ MZ9C`3;!ESOISGO*/S'Q@MDK[?$+W[],06N!NXQ!W]Q!72>&E?'Y[S!^PE'08 M@K'B_7/O.$RJ'\VZP35<:F"9>O9T.YYL';!H&HF>/%S["[]Z=.V^(Z%E',5M M@,#T@9)\M*[`WE$4E^#2ZN/DNU"<"-2SM$,E.8+-,@2JJ*@?<"LRC+28:&_[ MY]!)J6<.,>JTFDN3^"6(5/!4"A@I\CYV(2-[2CS9LU0<1WV2`!Q/%:@Y[(G\J`\A-EG1HG+,^8,I(#EYY>8(%R;5#'$.[BCZE.DO\/"\^*A3/7_R`W@;+ MHWTPV$XH9*M_H7"&(6-WX+;;X:1O.MOO1(OD)VN!%LFI6+2T]*U'Z70QA(WJ0@E1TRI0\-#Y$'-D; MFHG9B*Q3%]-,U76420PD2<2(**D1:.([[/GN1.64'OEY,@:7"%L(!!AH,F5^ MU^VO)5KVY)EYMW^MFY\2'7^LJV^CWZZKM.`3M@OJHRM7KMT6E33N<$$*NL21 M9_=WAH`/^A^1=Z\AL+=#F*.ZKYQTZ;=UZ>U75LL^Y$OK:XEJ6WT8B7NC.!QH M=H6-3W*Y/4%:.4!3@J5*";V<"58BLQ$H@:(`,C5*-OD5,KK,EL3_>#8)29GF M/R!7,U2%H>*Y"B*/J-0<6I&I,:%=R8-#"LTP!6FN:JZ(D`?,-JAT[(S>\X[4 M,PVMB9/FPH_LR"^5(S+;@?Z`ID1)3\O.-$\.R/^6QEU=.R%W:XW0R:VZYM3N M9B^;)F/9=LELUQ0JDGQ"6WQ/@4A,EOVZDN!MK>1PE1)6,2U"9@/0PO-`/L1" MK84[\<,;:&9;"QG:^18:S(:6G&+*$LYZS]=/Z(R='C3MAB8MV.-VKF$;;ABB'C#](NZF0E29QDWF\.^7176*8>_)*_2^%UWQ M`5UUEM9:2W3(M`!%8;$&9P]EH78=0EFZ6YV[RAS"_8&124:9L*\Z[727\UQT62>)OAA=9!/RF>XD M'AGN;D&.NBS?6B339&.=G`KT+?-/Z``5UOMI6.7K%$31G7W49WZ&>6FKL>Y, M[L0Z(Y%@85R3[BG+K3EC#8`WQL]I>;JYM)&\*JV6OZ&D5J$FP<8HS0(%![1P M^XXN_#[N!OH=&ZL;8\Q&3==L$]T6745T`]';%RH"A6/FPWYPCG!F4,^$5BFT MM\!-C&?HYS')0<9XF44[FU7FC")#5SS=QFA"3]X44=&_::UA64?L-2-?E%-- M/3WFL8^FZ\D>E;NXGA!^FZH;6ZU[0W):3-[DW26B<.VMP'1-JE&>7*MU M;PC^.#/&:E5:??":!UE:O]-FU8M!ISL^A)FZ"[F,U3N>62"[TIKFJ=2ZC\N3 MY`:DV84R]OC;C0,=]532`QDLC9\2/T-5/%-B%8)TC%;4D&2`X6TVB4IVLW>U MZF-"G,Q4F8(3<]8.ULL=:'AU^;WV7T&Y:MZ^B_VHM67->.8=R&63M"=#._J` MH'Y0P^6PPJ<@/>ZG;IRNBQ[A"0"IXJP>8_>Z-YQU4QPOIOVIZ%7[R::CV07Y)?4( MP3=DJ1#J-V2*4?HSV*\5RA55OZT54TINZ(48G';!D2X709HM9?$-5;6C0^G5 M8KH4CU&9>*2^>/R1$`"E-Z6/W M.."L/G+<.[+A+.1;[.+T8F,YP_0+SO/SH9''Z:*5%]MO?V?G8.M9R]W.OL[V^_>[A[L M[NR[0$B)G(+PMEEM(JN*'GF4PQ@B(#@0MG^!LR3$D_"_`$=B#!QH'ZD`6 M*60[4!8(C6?43:`X23%NV#PH<>E\+%#FKEU3+O`$8TW[W?>]T_?$S<\ MZ_,4!AI+UU1>8T[KEYKC:]4< MR_FC>5S-3,C8A5!?W-JC%4W#?$=H1Z_54F$1%WLGMM4]8QPQ7I]<$$1*SNFT MY/+KG%1?MC;MB0W26F0%F#^PW%%JL-:$U^!^^B&Y\347*TG#.I==7.YA-,O5' M7S*C-W:U8B`J>:>>\GL%O36(YO*R9HKE^N>7-X)G*(-B2D=:WGA:?ZU9>2AW M4(J@ZML20,W,?[<8*Z9&FTJU3=GLK3YZ0PEJ]52M/G1-`7K'CI,%>7^65^_=J1/+Y,:?X#ID[S.0]\S2 MXJ5VJS-O^*?3:2H"T5]K!'O?RE@JS9^:;!I3)Z[@W*9I2QC]6>NK%X$L7WSH M`PRW_KA(-&T6074GY):,L2379,4MXGHH7+E3IK0@WKI^M\-9W8)?S'W<[11= M,593'GFUBCSR%`V]M]=Y#V%.>=>YP_'UGLR`<-X'EO54>*2J$"HA4KN2!!#7DA3"I?TH(<43HB]$ M[D/$K\4*:[7"0N/I(5TQVF&UCRZCINR44.'?R MS768M05TL6%2#K$^GD_D<*_D/QM:6,?=(G]5<,YO%7#@KCE*(@SC1$88E:JP M(AY&*C!3Q"8*E3'1XH)[)&0(_(J@-;#3]RHNNVJ5&']W9'!`R=6?YRHXWR@* MR39L5ZD@BW@M0VT@9WVD^*PA#??:=$['A(:'"U`0"?_;3.WH%CWK+\CP\49= M@ML_N@/`>-F!QY9!S'D"R#K!B@)2+P7K`L?YJ9&CTFN)XJ")3B4V+@Z,=$XT6Z?4.)$BAM^:E1>)T6-X*_VV-/D$<1<_86'U MT)8(1G#,X#V&%-C6_"@R,VXO#'!7`YASZZI8^;J8-H.W?Y[-O/4X;=926B(F MA"%2EHQP.!,QI"R)']%OR@1J=]0?-=05C3>W?`RD$*3H"15I"ZD^[A2T83)^>P8N:4*XP&%J=Z+I^IU:+WA!,IKS@,3393---8?%)H0*`!0(@&A&9 M'&<:4V./&%#S8^_[I*!1X7)Y+^LHR14TWOSGA!00.MK1$Y$A`[_]*O65!F4_ M]7[[U>/)_"9;8/<8N:`9$K_]NCLXGR!BP@('GX93P>UB`;5@3.^B3%=>UUO?3K`/LY:0U]V#45ZPX2NI_G).>=]6C,3.O_MQV2@@L MK0?$3_W!5R1CG++*@\/NT0`3PA!2N5/W)5, MPT$U,[&^_/-&I:;^U(LPL-CU'%IU0DH:(2L3AQ1)IM35WUA>K_XR6Y&K6?LD MS?_)NEK;CDPNJ5*>9UO_.Q8!W&@H""+'1W M#P#XBL=4H#GI_\S?W=0NR.^^?@I#ZN8P")S,3M?,UL''1HO=?CM^/NY>BAC1N4 MDVHP5DL,Z29IH%$]_7JF6`X^&(DWLTDM(T59U0N)^Y.>-GAPNR#?=-9\P;@H M^KN*OK*?17[/\^Y`II9QG@;7%$IR.GOAFL,#EW0P=0.EY%D@-L:34[P=/=!!DIY#2M@QCKU3\,S'`]BRO2FEN:&8R(?H?V.*]SJ:J7+ MX)4T0RS.4:RIG.40F\I2^NDJ15&T8R3JP2OPAY_LWZG;5K#?>% MRAO]*O*V.'KG3@E9IX%;`D(EE1M6GR+YH*XQYP#?90L?,V7;^VR:9#D.N&MKR%S#@QZ;'VO9L//+ M6,@2EP@W@=]7QD98L;C?)__4<-E?$]^ MJI&'7AJ7X>GPK&!3?]$V%>?(YRT5[N9']DC5W8SD]:MK%-@-GI'9.L`!$%;) MW]%8UZC4E""%#8(>N`W!L#3JHZ2!A67O%HA%[>G@5'Z^Z51$[B@$U"QG1BR( M8P13GTX+=-R4G6L0B%AA'XNXXRMF/0U+?OH&T[1LB]%^E?FYQDK M47C7Y$$EI-F`X+/]TF@>?4VF=;]&YK92+W3W,\+O7MPH#ND1N"@N;*2VF"OJ MOH_7#B[,X-Y&7G[L?B#<%!H^@HJ3C[:$0GPTO3XV'.7#:70N<@I']ADJ#[H, M&A.!BO[H@X29<#XH3U;8EII4IW?]^>.^9H/#7B[[WA?I&)''G]@T/-EDCP7E M_*SL?(!7W,.4>,E-EC+>%V@@Z>VOD9O:J\XX<:Y8%-4$"S("(]1<;K3]\E3A MPJ,"<77M+?K*$UD[%ZQ-([DP.7S>0_QD#<4)%B5&%![Z:`I(DDT9-B+J"$D7 M;@D(Q4-\R`YI8V$]ZFL2P9`HK`TJ^.VZH.*?A"XNL`ZB_#3#!J9XIEJ98G$Q M<.Y]/$0\E;^;8`$^=BX_L'Y"O<>>9RHJ2@E"C6/J1&G7NKJ(A(YD?JRI70D; M'C1@@VIET:K8HSDK?^DQIR@G'>X,."9Z#5VK=#M'$T2[!V"RRA`1,0FH_")#,FX3Y4?"3\RQ`J]#&"`V=-B)#+)=9$M#YV8 MWSL&CO,F=WX^[QT9#P3IZB=8>?CUAD.L_I>UYI_?)H1,OLRW($?][>\37ZO_ MY7GD5S^*7]7^VNQ=?"-F@!+M!7A1<>30';#A$+0`/D/K\2VU3#H M-T,<,1:`A$,?,L(=1W/D*V^ MW4^H0<)=4KS&`Y`)5P_V3`A4BM_"JMDY^2$HD9"2<2Q+]K#";M[_)OTF2L&& MU0)%B5/O@M_I8W3D1\6<4'=SGCG!]0(3-ZO7ZN^_"074#C='+@J9>VQ121TN MFA`X:.Q!BW7KP'\Q0,)`?V*H4IC7%3?K2YE;1S7*W]BC0J:S!::".XTC"H3V#L9'D)3B M8(+MA'%PH930&&I-\`=9IS\%S=XFRM`-S<7-S.]DT2(F!F[1?**GV?)(N$_P M2FDD8#$DD!&3^S]E:^XY]?4EO<2;1D,\X$)18[1\'@HTKOR>24U2%@S-PQEY M',\/#[/8J'<6Z$1GL,V#D2S%Z=$9I%ITS_M4+MOW0'Y885\9S))J3*AQ10S? M$6N)P19ZA)MM)V>3(V(=`J+Y:OD,.RH>8\O8$:$I!ZL<]Y7:I>4C+S?\S+S\ M8>=Y-HN9>_)!NPS.$E/TM)=`*]*5W(=54%1H]2U*KG3]<]?,@4)4MVTB,E?JDKOZ%/W M')_?@2%PRO2P=4T]C=H+*O3;X,00[NMXC7?T:8B?$O;8'Q=RBUE1R`#/AOG8O91:XWU0Y*-"5U/@ M%5,U@]+A5WJ32BP#)L+48M%@FH>D3]-@T-5%0%#+Q%B#]2=$*=+.I)C&R?:B M#1)`4+&2;!'M"I5BDQ87 MG!!NH,O;H;7(N9Z;]=1]R6%0H/+PG,2KN'KS>SD7J_.__!C M9^OU\\[./]_M[ETG%2MNP?:,Y>$'5.:+L4O7)%O)LL_"R6''7,1Q%"-LM2YH MW$[D4PP1["T3%T)_U]<1@XUI%!J/5PIIO5H;BV!2QVY.`^'PP_N2"D4#O0<,[^EK6`Y0&+3Z]L5 M>+P9O61I-1_!_K*TMI9;+4HE'\E0PV918,NC!7+(L`-I$#/N0'];*DYNL'A2 M0J=1E@Y;&O;72+88'WW(<:E#"'B3EACV`^)M%BPY@X M"&2Z&?#%@6^] MH4\D0T\FR%.E.VDLI+<'EHUP,KY\((>'*\E3#^@L<3NT_$?2*0N%K.O)>4*O M6/6"QV[J&_DAA^`I#.)4JO?[[EP@/7F2AD'@>*P,,#C.VH0.AB$1W#>ZDW1P MF!9C=&4NX/SA<,SRO>R.QYV(0KNH"G1K5NJ%*3F5"8+.]K+BK)M>>I2OC0_- MNS"!FBQJ@"'6L_*`@[5AN\ZA0P)_,4DEJ:.?Z#QWSK%@LVALZ='!I9XZ9 M/"N!KKP;`PLDJV?&$2QD`]P*A@"SS%7.SG8*-J1#:I]E$&2:C\WEDVY'<1-) M4?5`4M:UY52$D3M#G:=%/I(23\J'3$O894*CT(#4&(O8;=&G,AIM)EWG3DD7 M@STS(U0^9X1>:ITHY)L!T'0FJ%V4F+O_SYB=8+]U7@RGIK_F%Y^:?4B"V?VHZ!]5I9<$Q\'JJ+EEA4T_OWQ:;4XW)+ MJ;Q>L:1G7W/WL[LVOMA]O?5Z>_?UMYVW.]L[N]^K&^-^?;L_A&H%=_3BOQ!_ M34?@OG%QVQ$R^S.4)-08=^Q.LOP2C;44HS3+3LX_\,M3:'-^5>@57OCLH3IJ M;V*53$A$UA+@*9:7X0.>2^QJ8EA'#BKM-&2?M57/$+A$G-M(%'UCV#? MN0$'0J)#->R$EHG2#.0$/T94'Y%.XS:SOB)&:#X8,V]%(`5D[-ID^\(QFYW. M\N9M[BLG#6:4+QC`?,?UD^-K/6G]:@J?WHUGK&RFX>3%JDT=\8%^.[V]64]U MH&8,J``'P.`ZZ`^)*UA0'Q#$Q+("BCG01&NQ0*V@JU=FE;M&G5@2^ MI&0>H"F_$]FQ?T)?BO@I M"CY)7ZD+TY12G'EJ*56EGB4"<,8H3>P"U'TCK0QV-D.*>_V?=>E3FA@^$F\4 MK:M->&WH3,WY\!-1#M@VR^5(N(HH+B68+7).XH>[;O&#R!?*SQ";7IB*OD4[ MTXG,")+GH+/"Y1T2+Z!?7#<2"0.2,V+\$7H/<%+TTA*8PDZ4P(1*$)YWFD0% M2(VV4<$>=IX15)GP.;T:LOYBXO8,*,<%ZQLP7\"QUU-&)S.K*KW7]"=7I?-V M2>.[5)5>9Y^G;0-LHY21@B%6'JTS8"^XE8G(R@Y!*]=FJ[>EO-\QT-%?4GI" MRA-V2%CV\*'R]@DNR(`@&*HD0+U37+IWUR8`//Q4L[FDL#1SX^]C'WW76=[W MSSNQ9&34>9O5Q1;D(6<<2AF;0Y^*R?0UU:"P4:J:J;TRU=+?4)A(B%FJ`'PW MX"+OSC"NT\2I.0,""JPT$)8.^IRAWID#FA(RBLE9?@KBHQ4W_8/YGC<#KI0< M8)1];";5 MAM5G,X,738X%3TJ6L8<(_\]);I%9?/2^=SRQ\*_&BBI@->U#J%+(CPHZ[WAL MN,*AZM<)63\V9@(#)NE/>7[U1ZI86?_K7(K/1,^17F_0,1K957)/1:>;::`CXFHH MV#BG``^BT\#B8W_R=BW_%7,W12="K1&:4#?$'N0W#N^RP:C`ME.)N81LM._=`!'S5"8I#2/ MFJ[C:)_V75-GYV\>;N";1T-F,V;S7><$W@"&$^,J\;!&L81<(FP7-!)@$\)! M7J?FN!62'(*^QTK8)LB5,N"$Q\H5'GXD\;LW^*E_,?0A,@*VUO*[-@N1U?5X M-`5Q[^%7[1YZVE?X8ZE,&S1;FR('6CHUMS!CAKS\R4?9W+^XG6?51DKJ`6^U MMZON7%>J'9=T[HP*-JS_V>-_-7G7;DL;J_!T"P&V^CQ[_D_7.C<;TT:FG.YU ML9,TR&3/UI_(^MZ+J+[4'\GR#INN:!NF:&;]V=]^U?_=DP-'Q-S\YQ]PR_0> MT#5O2DSZZV^X<"@M)[O]M;[.\G3>R=0\B[SMB'9)EM66:_8%_+4SM0^QC08I M5W+8('`4(/V(=]9XD&@.=A0X;^)Z4"V3>0\M-1E$U7[\*NBV:[K;[%]=Y(I'-RXZID&J"Z#LR_T>K#MZ7* M",7F9J"TVLT-P>#HQ,S$`9@9\$E];S,56LI4,[D6Z5ES6"?)3\T\MM7YYD&[ M`:6B#$C5TT$(7(&X-X2B,1Z'GFP1,QV"K$8,%^)!I.D4"4E5V&UD$R$CGC_# M)R+3B6:N4EOUF3@#EC)$*>[L7JDA1OP%&8FXIU#\2JR;=5L1LC,DXM2AR;W_ M2"F,8LOYU!)QGRZ((F-8D:-J6801V0*SDLFUE%*Y+%U!541P+ZO@B!99!$T` MIQ:.QF.P)@41E7,J?4A&%%:>7BXQ.\/R?MF<@MS9"S'`>0>T(-] MNGF6664*F,X6E5O@2@A_Q9,Y?K"V!Z:XQ*N%=4O5P5(QA1+9+$QPC/+G,XVZ M-"MW=H6+X#.W'Q78Q#'F#@<7R,J:52-39?SP7]/*?]=:;1!F1A`VVG:[YI+A MY9=*17,H9%W?,N;L3YUG70I7CNAWOQ=5(8/;;L#SJ0:'[P8J<^[DI\,"]4^\ M#9M/6GK]@:U02__6?%!AIW$[]8>7-Z9-MHU:]&$VH<7#1#Z923\$Y*'?1`M. M@D%=]GU<(4"N*:9FL>Q6W]*%]_[^U:K:8ER\0$$49_S[5]/2<`9-P*]D`K3Z MUC7/=:5T:?71FQY0\D9<[C_,2W4+\[O^O8%1L4#DN&(#5L6#ME/-%X4(DTPM MFJ/NFNKCJ)497"BH?)6R7FL/-%/'&PED6$+1B,RTNY`\:WA5*XA$)9CM.TU^ MX6A719=K>W-ZCY+^!S(+89,QVYCT$=F!T?25[OU:2QNOAX,&> MU[HJ@;%Z#\6_+,4J78JE7Z+%MX+&;<'_]MNR-],)^<2PV8^6SVF%;=9+1I>3 M=6DIO_];A_FJG7ZA.<.@D]M%#@G\8?(^0'E/5ZQO(XU4<,_HXL7,;TT! M_J:SO-9V)ZMK35MIZ#J'(#'J#\B&F[@$+=Q#2+;Y65<[V'G!2O\!TK`VU'WK\/N%F('X,6M MVYC6XLC2JQT%;HTBYI!>%8UF52B1X'+U=ANH!KR/PJS8PQ31N4I`"FQNZ7XE M<*[X6F(MTUSG<#*F*!5?@_&BN)EKR8I=\VO$2)C<->&8XG/BSIESFF)Q3L\/ M][QF8BY>0EG_4\J/Z&-1\NYD9&[(X8!P@=BA]\2>(@$YWATR@0\V`0Q5X+.' MV&8=.)3#F4.JP?ED;GKON9,B$P7Z'`).-3(J-":`'#/CI&V'&(3\=,?#R:%J MTY'%%GOL'5\+\P\JPG\JWT!2B\9Y\H]ZOK>4-E,73X2 MC-G%K-2,#*A[^$\D#&NZA2G4.K_$9,O%/G_,:M;EJNC6443M%L;57$>,1N=R M$-W_G7+7J7/>>3J8Y]W]8HZSG=UF<^7"X(%BCQMWP2`WT(VWG-22:;K6LAD*J7C^UAZ M,3_9N?ZIOW:VO>V7L!Z,PA%XD4'C!4&FJ9ND)H>+!O/LOTXTH!*)>599PNNN MTB>O;2JYJRV>K-IJ<[!Z8[[8#XRHL%"BI4?Z_J/PET2N] MDW*YQ>X'ZO$:+*[`\^-=R*6Z^4*-Q[]77_)6Y')#NG3G1@2)L^CU8-$T'65W/35_NYB2W(U8:SC+%53\C MZ='F.+HCFA6\Q-ZBPAG:XY$"&]LSNW^G M3ZB8Q/U4UEGU9CRK.I@JS1%A!F%12OMHCAAY<-%G;[9S%DVGTB7Q`%T0OQ0+ M7N)SPN:DNU+(CG7!P/BQ(Q*OE6Y'GG2U/0-O6/-)Y`.;*GM/)DM&^D:$F/?$ MQ,:^_8Z2B9P+9_D6>?9C1IZ%:7:74T&];6!N23`%FX\R8%H`Y+_,&I4V-6:M M<59:5D<*R>7[;_Q$R`FL/S$]W:W^Q)QA;^WTAOJ"6VI9)0P!%>YW:->7^O30 MAH1[YA<977VZH!YWWL3V"U.JUC/1D3P.V\./A^AFCEJSFY9X?NMOOVYMT^QO M?_=@]\WK?3Z_N[_W)OU+O0#Y9?O-ZX/=U^]VGG?4(W#+'JV?@B!"V"6Z2BXJ M8?_T\CJ:D*A!VS6)ZV#RJG0WLZ&WW0S;MN`9%(]"G?M/[Q$H35 MOYG24>WB-+,WEK^Y6$O!-9+W0[H]8T<^>4AK\$34(DO+ M0YB<)]$57Q#Q7,+QJLB@)XCI-!G32%$D7\WF`EC3-U()^?>$0+V[!>%2;"S- M&H>_L5WZVI:I9G1UMQ:XVJUF@JNJ*B<_&?F]^<,]N MTD&JQTJ%UO\:`L*T`^FU].>&1\5E!``\8Y&7NE('CBZM/GX44XML4L$Y74J# M7EOBJ.W))`W`.>X=VC-+CY_&=_G[^SXMW$.F#:`J\H[\A7/<('T:R"^/>CWK M1$1C^7M*28+U0Q:#D8)Y\/ODS*_>AL`/_?3.RVW930.M;"1TE,BA`S`L/6Z. M75EK1JZ"BC8&6ITRK])K(N]YK?K5MVJN,`F_RO7+X68T:NJ8IS#%6"1$5(@, M2<,<\_411I MJL64U7!G\7[<'14L*@%*T0^C+WO1VRH:ME'=XM4Y:J^HSZ(2.`)E"NHLLT1( M3!O%B:19U+S-EE^5(XVKW6!3`\'Z4[L#6M.>]IN:6GF]J)^^_MJV-^LQ;Y

6V:SH6]NFS?[`DC&.PF4MT2KWY@CR/H$P2;0DU#$OMG]6;M" MPO3P#PL9T\>TF?'XHH^[/J926T!$T4ACN#3(S^`#25'F8"71<94$4A??AD.DB6%TXW%:`)!Y$.SQB)78[,"#:D2C` M8.5F\;0"!)'&_H>>S:E0$PSKL-UD^>]-=[UT]+DM@:L>7,WYP=&LBQFG+F42 MVQ!PI#1:BRNQ..M/RU4T;-D0BI!J%)`Y=C&99RWSW>D:%# M(QF_GJ7UW(VT07S1TZL(7-7HD'OP7G&5#J1\(5V4.%QB->ICF^B%IR3H:1YW M0;,OCY(MIL7H M*Z+;V()L+$B*"'IVUG1!MX>^I1#CO\>;WD+6Z6@??6@+H-%O[?;1&&4:H/_4 M'TY&Z"D^2ZRSOE+HBKI/3^Q'4`BP8`"F,A``'5&4#A%EQY5>/3'WB^_,-]R(`:/%NB9]J!E M.>RM22E.`+7(558A;J@`1O)#*C'OT.2,5,_,8J3FRT`W4(GH%U3OQ2OKW/^=.$1F9C%0.DFT]=+LH,N+&O>>>>0R/K41U MG,Z\5O_; M5E]L#B+J)B;>G2MTK93(S!H>;(U5`^6VFZM)7-1 M@+0FOERZ=,&J?B@^5)`PSXYIAJYC3EF";T_0&,?&O-54R+W'(=V;S\IN@3%?MVRJ9P]CRY5"B*04?UA9H MOO=1W6I1VKD2'_LM]#8M*4&91R?(/7-C:V0L"T!_[CUH6(F=KB5#(W-?7:+J M-",M\Z%FO>J*EL\EU8FDWW M?'CE15@JH`=KL^0!4BC2OKG"V\7#! MX="D\=Y?DA5B9Q?VQJ:BNM1@S1='>!P]%=%B-P6O:B*]&LA]-J[>]2F7F-*: MXMFS!_S?I]94+%:9;.:PK0TE5Z^2H23._+K7/;XZI=3NLA/@LT[D`=OA-`[? MO+%N5C4.#D+4+*2]K'S%NR@5;KE)QLR.Z`AN=GUH>VO%LG4I(K2"39B[:NWA MWJ.D^[&Y9H+-F,KS2-H[?G/]3"FZ8)I0GH0 M(UE_1,BH5@`[0"9#4"YJ^%X@N]L5X\ICW8;7AF[40\Q*5LB%C5XJ8[;'C,#0 M^#9XG#B:2> M)9EN[5'2=N;YY'AF0K-8^JEWRYN%WUDZY[L1D06`6@]*4QK(,\=?+%Z*-&(8?G\.CW!AZ8[9[#[[$0 M?##R%41QH]!-B0ULZH)FRJ]\3RY4Y[F%+_CB:X)ZNJLS2'%!?67@V$NFQSR? M;$L'.EIB[9(*A>.VN\)#1\5E)6?&^]LC&4_=N#QH"3UCC/%V=!<"\["SI0;%0PIF5GHQKN*!Y^1[RVR9)HL.R> M]*W@\'TWC"7G$?V_23T'$0KMLL/;AZ!"S](8N9;8J:I0>8M1[/Q1Q'':(4[R M[I06\ZXJM#2VLA^[931JTKJ%1UQ1I&S1`/> M_H"?Z^2J\Y3$FO3\0A"W62%K[2>H87.X,]UYZ;D:^H!II%L).PV8 ML^99*&`85('*&V8#BA@***S'?P@-*'ZU-">&-0C.8A>EON@H^`ZOH2N:C2AN MY9'77&,*Y;8"]***KM>V'FS]^DM(96CU94[5CC0* MJ/:#]!$ZA1!),U]*JWTN#$*;JP50HV\X`@G\"IEE*X;!XV6EW._?[6PXS7TN MR9511*@Z2W.KV=%04.WG#<"9Y*P*VV)OVCP,2W$SATY M8J_X"J&0D+'E0M$1*7JE;_9?0'7ZL*<7(0^!=[('J@]+8#13^5'M-(U)5ULY M0C4Y8!;=E(3'+BGUF9)I93OEL22IBZ:A=VIQVG#-'LB:<0H@R.LW'!W+.Z`1 MLX11*S[&9J\]= M6K?:TL)8_L[F2F5B-8@8865Y*1)8;]&=E?F^3LT(\T7 M>M]K*^G/S:VEZZW63O%4.:)Q!-3(90Q&BN\K,"4AA_G:/`/%/9MB4R^O-`M* M/[U%#7S?H3"$J-YE-4X$KUW;3=9GRC0X(7?%[``/&`+;T64,E^/[UIP!DK7Y MM.ER9)L66=3B.3DC!A5P0\%@:W)GV%M1[XH>RZX6/@V**-H-OGCS0&B*0YK- M@EOBA/P#Q$-*4?/9-L*.J!@,DA#Q?&)?VK=0S98+'3B1)V&#=&E$M;+W28T] MMYXM)(P*C$Z>K8.DA:!NZ*J:\VE\R?#?$EMNGP<(YIWT>J<4P\9A:_9=0M_LJJ?:"L,! M$GL99.L%#>0FR'8@=1.GK8F+R7FKT%C5"GN=/KAC#<#,>%&X*"+?FR>W] M!@4]CF_*-)NU1\DHGT)-Q)*:"`HFY[2CJU_;26K"%'H)?GN%R4KO M5B*9!HH)>.58E>E%^6MVN2E;`+W`4SR$GR@8GHPB-2/34B'Z#8L3T9[U1%IT MBS1F;OL+VE[Q"DJMI2Z@[(3&N)B2P<7?)L_@4PB*@Q@]+8:<0HCC*>%"C:SO MB`'ZJ!5LX\!SOAB2,X5N/6AWWY-VWEO"2)Q/DG)2]FYN-WK]=^]O M0F$T_QG\++]+H8"6WG!3*1\E_O8))"D&#G84.F40BZ[BJJ5>5BK%/XMT#RLL MW$WU%5.$Y,Q*9>34=9TREPU6I>!7C;)U94FBQ*I&*3K]@+IXNZ%LRD"U0>_- M8A)RL82PIE(HTZ(GKS[L?YRX[)(UV1^I/D+-HX3E"Y"OA3*;]^72]7%*Y/X$ M2KY;G]U-RT\AU:_"]?,*UX68A^T(]B[=5.,?W'ZD\?WH^@N@'06Z&CI5QFX) MR64;!T%@#^!,Q5:F'Y?9>-4"^AB!*OR=4MLC=#<"SQ@EK$ MN)S5=C?Q/TKK.?%+8GZ!TI1Z0$/>BD^JBV5-3P#FP*`+7:*Q3;6N909;?34J M`GU$K>*5P(-=ZN6E^E_'9-OYX*3Q`W&_<:3^`N39B;2&7O7]"=!*!N[8;T>&<`V41)7-*,899"!8&`.<,T/AR/-ESJ2J3 M8\!CRLJD4B;`TBZ:N.\<;UF!JN:C)"Z_W/-$=KHL?\B$PU6:85T2K2"<<8S+ MVBOJU*J$W\1P2]$3PEMO2*.35+L<*6U=)"WU,!;#\2:A.`HO-1[2A+^>570H M"G<*G`@[R:`U2WCST5[I9D&18\6Z/W=;V]G"YU&PGN8G&>&7[JP:8G$\^I_D M[?^(7IH>6G&X<]L8OX4[JQMR4W0OM0/X!($S)A?J3J2UA\EGY3SVJY_78ZU2 M4H...+M*9I52QN`G:V&%[K6:2.5<_'W_X/*T^[?.R^YU=[%TTLR06F>!%L23 M=VB$,\\V9TICWTL4-,\GV^:Q+X,)S+/OF4"UE?Q>\WQR'%1D$!XA4[[RKJ^\ M:_^__VXLE<(YPUM:[UY>=M\O%O46S;_B+E?+PW966FSV3\W#DCJV6#SZRL+, MPHI&PY>D?LUST0=,D#M77XZS+DYD>M9JV.F6?O$[*_V:D#R=+9;%&".M8QE3 M?7WT?/$LF>]Z=.^C94OOY(OEIFY*-6QXM8QU-V6NS8-%XQI/L]CY),8J!VC- MR9]=<)$>[_#T8Z#+J#>3QW6QD)29E&ZKGQU5JE:V:5^NF;>=,E5M,=?+'&Z\0-KY9=Y7:P"Z<4 M121@$^V#):'NJ$R)GR,E(@:,*3Z\\3S<_D7*KA&S\E*+B>E7BE^7W7#5YW+5 MY%]SG]8X0$JNWQXKL#1FG*(IYF_L4E!`C%T-S`E?G]HH"&)<:KJY@;M65[66 MV&9U@+%Q>9I4AUF0V)R6YJYIHF(^Q)5B.U-5MH;8+UWLJ\[?2;O'72M;WJ+B M+.69UI7\ZRJ3G1X%_M=/NVZMVEEJ!&305,4PGV_0F=X41OEB6)4KA$^Z@^,O7B6L;'6U+.KA5PZ%?D1L^S.:KKF)SF(Y M5+,T_;(4VB_(I$W`;TH@2(DH"QYUV'Q'GZ+QG"D?P]4>WVR1-.'I6"4XQ$^!6$X#P9%40(OL" M2TMK6AVZ;$?I?2[^"W/N,Y;5RE9?65WM9TOOF^2]/QC<*&5]'A0=)[3VI75% MD@8-%+23J4GXX$W]U-)S M:K_WHG'[UN8,K8HGW4')?G5"_W?*\]M:VN7@E_%>:99B-E3;_DFR0/M2+G2Y MMVB]F>YI/=.8]`E?6"-+KUX7,8MS[P[FNJ;)8F3-I]9ICVK5X_H__OY_\.0Q4JN!.F[V#U2JX_A@+N+*1'M/1-W0C`5P`<0K]B\O^&8,:K`&!YZ_2QF5#;5QNR[XITH%.PE=C M[QVUF(%]J%%6,<[4/:F0B5XY)FN5&9SR:H>7:33..=AJ^*0(ZH/-@U;?&"I6 MV%?A!]5JUL+RA"&Z,)P1JQDGJZ["!X@;]SE=GSQ:_'ATMF'ZP0V=,_0!@K%] M&H0(0GAP^XRG9E&KJ+KHWEK++`IG-.E22;S'S,GUK%[&?ZH$A_%]U*70,9I1 M?Z/+&Q/7I*?7H)=N@R.LP?D*\M-"YEIMEV1M>GE:;W@RT#!R'Y"+AU[U$JJ\"E<8RNDN M>K3:&(0)D""^+Z_U)$!I3FD4`4K&MC2MFVB`5_0^\JSL*WGX.0`XPLHC;KW_ M-U8&4T5)`DQS%7)4$G7K']XC=NYX#'?_)0W>L$4TIXI2GH$6*#QN)F1\G&.H"4W9_I?M)]&^\VXFS5WJ'@TPVMK*)SPILC M5=!C.I:K&-!:E%40Q.1)*/MW%R5HY M)-O(K:G5D&$J8-602BZWI[#0$PTF68 MIJ1M?CN?3(P\IUY,YV-9V2IM>$3NJ8D$8AA;K MVQ*-SZP&;8=:87C^0:KSB:6($>>*I,_ZGXH$J_BGL6P`MU7\`+'D+FOE7XQJ MM?TXQ82KC&4YNE4[WK*MN0=;J[=])G*V6M.I"H0-FUR$ M%M$(VC&RW9^DN"JS*ADJ3J"Q3&2<@CZ70,XE)%6Z<8Q9AD`66*HZYA@"@(G# M4?_&[,;&(7#*4)/-Z0UVSOK&A_)8AVB*&FKUPJ#X=A*VAK6U=+>HH<<#!&.] M(F_&3B-TWFK0U\_Z`]KJQ([X"5N<8WU@0K7'8Z9%`7%TG(R&*L'VNN_I&TD- MR_C65I8=TSZ@O>=@=K.XO%O+M1RV)=QH"'LF"3J1%&O3!Q*L!>,0VS"4#"9W MLMK1*-0!)S@0ZER'%L[)CW0'_=[I":)OS\CND:[#=*L63/WZTU[P,)W1:B/N M-SE",,YJ//[#41'-]U(7U\WVY/QJ$_G*OTZP:_ MDDRJ.VJOY:NPGGCR]YIRS)R">B\"?!#AR-5'2ZM6:;&5%C.%?;+V,!$U'M(S M?&5]',%K.RG`(ATTVL?!4,07QZ'25`:/;>E71>"D?"T/]GS1[Q[CP3.'='6_ M)A_7TE[,%>R'%IND>!('L3LI.\]ZQX.1O,9XZ3 M^O)=__B\%V!61XSTM`XS]G3G.Q@5N=^%O/0JMOKK_^SI$<8;^M__9) M%_:&3QVJ`D_^T*47VN#VUU\VUT5.X.S]2%'&(^K/'^`4_YE04AF6$I[6GXN+^(0:PA#U!ZIG&D/%B;L*,19$ M(QRVPH_J7[BW&?`Y@^;>YJ/Z4P@<&O=>$D%R"OWM&/2?WP7#.XXROHO'N_5= MU#XZGD M,%I]'DT2OKWNVG^Y&B*ZXM,2+(W3KQBVE#)HJGE,%KF=04O-'N!'W]K7<=,/ M>C\S,@:VBI:K(;?J#(FA`5U$L*4M*$DF/UD\ZV#`P+\F.YI/XM!D*JL5,RPFEC^&X9Y_M< M%`0"%C99:924FG$-ZZKT537RZG98B?*`]R;SSW\!_N,T6YM&5Y].G50QR?;K MD(DA-B4)5IDD",B/^'T:;5(UHE`:/ M0>Z12P[8^8BTK92@5++&$Q\59K]2:D[1+@&F7VAI^0O#]8ZEU21Y7?F39$7W ME$9%LK./KZYL,''QQ'V:7/F@H,H%VSZ,\;?9`9X?](,>)7HVP!#7#HXB9?1( MHU@*'6T\5RUCLL?RW;[%S?49L)5L)R98V\9JV@/./F=QZT6G7.N_OU%W>2B`Y:?6_&4VRM MY!3+NH/ME>P^W$'=/C'?2!/7,G;R;\!$`M]6DJ?TN2J3QL">QE03`VQ@3B&9 M4:X@2>\Z^Q\VF8:319L$_62O918E*`WFI<>?O0Q"^SQZIXG`91QG\4Z!9E_D MCS9T"E%\0(,MG(R__O+'88^X0><%7H(Q9]]D7DU43.KO3"3X M^H-U6L#DB_K4V):?('$M"A84KMI:S:X2'UI=>W2?-+SD%PWLQ[PB]>?N;6X] M'O_=@YK/;C)%';A^E!+9;?"%62[RS2%N\W$C42E:)%K^U_3XKR^%8RR>Q)J1 MR1.1'"'N4,5F5BXV%US&U7P"2DK,G^ML?M@8U*@@[>'':R%ME0AF1'BD4YXW ML30^FZW25A@8L88C5A)S1&0%R:F7.$T;'H7 MQL.0J'?O=8+'8D_'O8`A61S\B0C/L'-(%!T.5A'5;7&D\`$K[8.,]I!_LK0P M`\=9D?>W%>K-SAM"".P.GC,O2B_/IDS%'-4D&*DHKPIQR M8Y-Y#TDE+[*.V,I#1N[@)$>/Z^L4JHEX143%)U6K1)GLH*-:62(K_/6D/T#9 MH+@-QXQB_BHK@V*MRDZ"OA[^+RKOQ%^DS)'R,);+2*%;)9DQ1^[7?_T%A-^V M`+/]Z#6\R8%.C$\E>LQ*IZQOXSSF%E7<6.690R%?U(D%=>23$@]FYX5\J6VZ82L8`F[_C`@:V+CZDQZ0B55 M>;+GM"Y0H3:E(L1I@%"F\&Q"\,DK/-:%57SA4H%4<,E"G&(.I9L60&DA0&03 M"%/23O/W+#/KOG.;IM^U2W32V\638PL=/CFJ M_FZRTF=+?4T2>*#_4W_NP3,<[9\]2':UFYJV@4-$Z)5 MO35)J^3+*2]$A=FHFAY]A'!@[`]I*+1]_]'>[F^JF'*SO[;Y.'<`;;?88Q9[ MV+S8S#O;VF2QW?O;33O;GO686]MVS*;%CKH?-PX_]BZN;W)LY8TD_ZC7.;RX MOB(KTO*M_JS.&$^N+D^)X+RE_!A0;CUXL'M0!UMRRL1%TCMV'7S.TM&+)9[4 MEWAV?H6W`3;<=2]0QX97PN5P(XZ+J\MV&??Q4[.FX MAWHE#>F:1'Q&?BK%KG-U?-Y_9QZ5,0_1T[8/6FY=T9](7QO;B^KCK(D#Q.S; M5^)K_;%[FX^#;9%MI*;E]IE]"DK-1K^>&'^+.FA2+':6YF>0;KO8L[DU\[XK:P+U@X)M<0CN MMYES6B7#F0QGKM7T>!CTL5JDK'?N"1.^*:_A&S)(GL?YR4%C+O^N[&2:+AMC M&?8N^AMN1RFM[,<>>'^+IG7:ZQ'D))T>5"/!OEH<4%F,D$#W$C5,C1;XF5:U MOXG!">+BER?]:^@8A\<(`@BJ5>5]_Y:TMZMW/3N@:64Z%2Z3P8B_"*]'E^2R MFB_8M+)UDOY'F&5L]Z?>QH?W5Z2(^T?0\>10X3!'6B)]6)LL'HY=IT][>$[$ MI1%PUZ1%D%/O-L9M7Q4)[/B/]]^REF8.CDCF-G[I^?"V3VMRQ(L&S<`S@(:W M,:@<%.#H4*>?SX_LY#WC'DI.&/'NT8CZ"YS[=N)]8_XZI`XV?8WJ3//'JX4_G,X_P9 M0V?,(Z^EJ=?Z+3B"/UM7OL>[O_X2LOD6RU@F^(!3#58LV1:2Y4LQ"@N_"@#L MN`RA>%(Z!-)?15\B8C!-'I6S,W@6OPZ>Q\Q1P$^M])2^+"(YD&'!D&[(PLUE M*(N%9IBSE(JAK.;%"J8@<`AX1%H^_>_EZ3'GJ)?I2(MR*$E0A]09=/,X5YR\ MRNLKLO$;7+QWT.DF2?\8SQ/HU!7S1@)Z.)F`=ODZ MFCXN5I;(7*X?\[1:/,0K).\@Y1SDS.&:9EYL`C?4(@="%D.U?HMKI:D*Y]PV M@Q8#THQ!(QBR@<6YJ>R=1&D[CQ]5*&T[49JCSYB:E>6`Y[+S[X!OZ=])*+B% MH0T$`O9'$/'E)B7DIU/UVO;.A-8)DA@NBCBC'7EY*)[EANW6.3O"JZ(K@`0H MB[:GK+.%G/A[^,!.U7ZM?QPU\F^;?(PZ4/%R.F+4BL+-\$Q*NJ^)8\-(EM#J M^I/U9O-?NC!>%DI'@[&T]MX&']&1G`8ODM-@Z99?+1PQR<7L1<(ISU;@JB:+ MSU*,X>F>EQ@@;28]'%9(F?]CZPK]N2N*$Z[=W]K[S<.G[C-CMSDLM_D8%1)8;"+_C#" M"`6A8?5SDP2,;A10K2`SB*AB//D0IUNIPI6BEH`>/3O*B1:Q29DC"3_C*N.M+F)K;YIKS M"52QM4MB"'6#'6;ZJ):?97DO.FABN&K;L2;OOZE,J@H1;="8LJ%*8T\.MMW8 M!"&7*3Q"%"6\2-+9V-EWDJ,;%)1&O@[3[YY>^S9YII<:O!!Z$G. MF#.#?6ERE,*;/SN[@`Z[[_`AXC0UHWS,"]/JI-.2%F;2[0I_0JL/SPEBYW39 M+'.\@S""O\5E=TD$)]WSDU@S#>BL8Y_57"=75,4ADV%N6X/Z19;JT:ZY)^OY+#)67$HE_##]WK5(0UO"NA(H40/&]%M(Z2I%R?5EM? M%"8H%-#J@Q/0O34B("=$A89YZ'G2`]'\&@"W;LE.(4'$=%GWI9KQ$3SH)NO7 M$H>1ZYM2`5J/VS?.:$"AN#A&:_BJKH8;.6(#MDQRT"8?981_T8[(HR1ZTYA[ M71=.K_J7+0)K^J3I#<L3,8%X M3I&-\BY)*RV8MS:ZS*9%!)C>3U3L=6]ZJ0!RN--8,5Y<@!D\BN+2(X#`;U%1!MZ[^TAN\K6E:VX2HN/.LO M3CQQYFFZ3^DJ+&-*>G%%7NW)'Z8-.=&U5LQ;=>8'LRRAD4`3MN\%"8GI>JIJ M])&\98/.*\4$T&_34TM4H^N9B9-<`4Z-L3,?6O2XXR1$4,<<*M]\:]Q/00PY MZ`K]FUL)#K&B`]=7G1O;)(5"S)\63;T5R]&UW30-9B6H.-W4RL@B(C="ZPZ9 M*>`T8W$T]Y5$:`77(JRUU>X7Q0W7'J;\K5;?Y23SV,%CXB@82#F0"+1@2954 MS4;HW:?K3>R[UOC``BJ09C)WBTRX54#R#E._P#^7LRAL!9VF'=98^IQY;L8R MG\;N`[,FMRW7D=R9U0>3/,GF?R-)A&8(S*U.REN@:Z3E[`G))EJRR]@TN8HD MQB.8E6N8PK$G%2I$$;2OM>Q8UA]3I#Z16$OGL:T<-/,R>U!>.$H'O,T$9U6: MC-)0CE`:GNK$[*/2Y^>H]Y%7N'TYQJ7%/S6+OF.=\CK/?"G^[@%Q/7#OF_A. M^MTW2A,A"_5R@[B*PFOS M?(`A4%)7_9CV4U/BD^M2O*$;\NS*X+H/:>"O+COFOWYD3G2\V&)(8T=+`?S- M[9R`RZK1.R\)4'79S9MV"H"+%-(#STQ%P1'V)0XP35U;F)19K2]*MSL9JI_` MGZJ`?!(!Z50S#F(/;]!@I,>D$F8:;3W8WC&@\X-RKA2$3FQ$[44,]=1@9(>D MJ]_(9-V]KXPZ791P*9M*A;PV`O040B49AUV-?YMHH]8A>`M^3OWVX_#I[SRFOF=D$7,"9/2G>!9TBFK;6JA MANTSLE5Q$;>>)JRH[5S2EWLX.F.`6]\>]Z!M,(9L',XD8M3&B96$H6S5VJT/ M#!74ZK%P@2I MY#L99U-"EN,>.&GI$5R'F:.1@19["`RE2#NMI9CF#-/$;:KZ1DIB#ZT,.F\4 MNH!`Q?=4YY,W_]W\O^CS&+:L5XWEGH_/DY7>';SOWR+*PGY1>(6-" M,]O(!+]B(;I"7ETC+ST#C;_1.N%O_?.">+F1X35Y^^(W]/26*C/L*7$5.(,[ M&]IE&#=UVI).J073U-L70A@_&M^[_^LL!9.)+II4LL*LR*O&;[+!6HHE&[/:>02!M]U@YM>FX4(L_$PT+@6E(*S[+ M%A:3YE[U1#G,,*QEN]7?5`EA:<$&X^L146H"I)#4;;A0BQ)MW7^\16BO@L\/':\Y^WP\LGWW:V[B,O1+'W3F=;*5R- M=IS.;\>%[X`&@<5SC_$ZF"&4[Z.\#AX-!2=Y)F)/U:8#;X(=KX;_YDF;PAX3 M"HDSK$(/B<'IY/H/%1W+M3QC^]DX0T855%QOY1G$15BKO:NRZP>V8Q\1=VPT?HVOK(P7%Y1ZR MHH`N61M]!)3W3^-_P6Y^'9C4?U%,$P*K4M&#Z!H[/;^/[9<]!F%T8Z0+!IY# M>'`)<2QO;>M)"B?H&-`R^0M=ZUN::(J]UY_$C_[O@V"D#*BLY-A8'I#+_.1- M#UER[YLG;UZ@^&\^3IW[\6&2=[)7_+LKWS(1(?S)UBDZRV`395R8AX18JK.7 MTE5\G:V]6(.\;AD^TLMNL56/I?ZF\3C<4D5$BF_Q+9`2GJ,",.OMS5.*3`WZ M)\(!.6CC58Z1KP1,_>3:70I?^.[R#"Z,RQE.N5VR4`(:=ZT7:CACOZQ;+""-L M&7/&4&LX`$DFE"C:=X.^[MH+1?*;]W<[S+30L'`TH%K5Z^2E;".NU%A)>`2" M_&N%XNN24^PN.]D"-9H"(ENEA]F'XI;N^%,%WGC`=__%\R>OWJRD<6;@]@RV MCFQ?$9!SL$"A<_NML?.@7C`)`T/"(&<:)-3L#YG$T%V&\E(`:/K5P$JRDCI7 MMM2`EL>>%PW]G:#-7KRV67)G'\[/"SN0_90.P/[F]2O--J91C.?-$:LU5: M?6I1KL+-^^0-KN1T9B7#ER6;:953X=QA^`H,W;4A%[NQ!EYNE94"Y?-0N33$ M19RT`8?'#K3@2NOF7#A+K9G[XMH<9R59 M]685ST%'R#E2)FR60+6"_'#[)2;HE(=R=N6WK7.R(C5@!"F;T\U!/X]^+0D6"M\7920 MEC7UZR_!G&KUY3DI95(26C.?%]+$2G0;T.M%1S<:M":'5*L=3X-5@PA8VTW. M@5;+SPF0Y;&./$-Z)>G8C'>F6UR:,D-$A*Y_1?W M#I\\/_KN@+B9=/A3.5@U3-*<=/&+,6H9/_ANP+1(>4,(WB.>M6::'1M]*XGD MDH-R0MO,'[W<)TC_MV4IN\M]W$8Y"!Y"TQ&X!M+S/L-^77>P6;2^(]@FXZ>M M$YF`%>'.C](R"%D,2>DA`@?@.2SL1%ZI]&C"*=:&HXL5O([8UN(W MS)JY'!)K\R1CWST]132%C>B*91Y+<[(9#)%R8EVV=8665]%\ZA>$>'/EFM[, MF(H%-V9M[80F)'$U7"(W^\]4M/&?*MI(MSS-13FG`(/\P!&\NM;7VB/"U;(1 MX277\S'62E?J6H?8#E8C+;#&YH="@0JJZ2X]`;Y:SGJ_\ZKI44O0Z`BJQ5PR M:/:%`NV=(\:DJPT#%R\LI$+5;MLC6^:\/.LP@_6F?TT5#([/GZ#Z_N4U#F%= MDEX1=V#`'I&-7!>CU`&TX?N='VIOZ-@].F;3>$ECHFPY>Q6&9+.(0$H"=?X7 M=W/[A'KERQEM6[^J]0E+@']-CVNK[+*RME=P-^Z$I\.S`G7]13/3AM#Q.5'V MO"7+$I]V\[I'O[96F#A-Q#=H:H8*K19NC>+[L)`+Y]P*H0U&[D$>6?EV;*'$ M-5JUP1D)/V!.]_Q6XZ>2'SV789>8`^OO1`C>W%[#UF!US)'63"K["'D.YHE/ ML?=@+246&5"'PJANL+?!F@*_,["K-*)Z[H#X[P<]RD".P&`0D/74#PVJ"U.! M';FAAB+L"\H71Q/N,Z6=/"4)*QW@6OR7/`F8M1)PR(&5FTM!QZ<8TCHG<95KOR7N;Z]M[P3T2 M^>?-/K_=V6L8(;*^O=GPVXXIQ>TQNR1KE0,5"=?[*;SA*ST6O",H`\NKB&/81$23R>F/@*9G0UDFO#'KVJ*1`6"1XAZ5Z""M[P[ZW!Y0^Q<&D[:F=8$WTWNR+KO(S82NB>^WL MHOM7,ED]VUJ4:G\FC.*PA.*4@>6/%N2G+2F3BS.DWY%TXC3O*Z,E+L@I2X9NS'6Y:=V)=,<<@6QVH^B'N MBNH;2>`A?BAUJ$?6`-CFH`-\2/MB+XE$S'W*6;0LA`ABI M2#;KP,"5[U)J".>WD&JXH_FZPKY*./I"M#K&,YZ&AKO-?_4VN,U[K;,#L938 MGY-@*U?,Q8LXHGU3?^&U/Y++B=M\QQ3::O>?2H\1_\AR(X'5>A,RP<^EKH'L M[Z>,=%`^2VC]$FPG9T+&V&*W%S&&*8RWH7NRKF02C7J>Z;+UBQ$@1--!>1E20@I-*:(B7NF'I47W29AA+$ M$`(V-`E`,JBC4!B1)&L>[K0,F$ZJ9F[U+1PIJPEQ@Z"_(6PK\,QX)^,N ME%9?F?,2S!?1ZD,S'F?MT:\K[40YZ>>63SXFRN9,F[" M-S5MQW`:#8=F]S)]@]`VC,@\JI9L,XG*A$L1` M5ZH+%"ZN9L63TFM<5S@>]<_-#7Z)LQN30KHXCX=.+)M[/N!@G59,P,WU^1B]]5GORXR8$/ M^L)<),$$0W1>^Y`^.>UD-/4O1W825[GE5[9S8\G5OFA.%%C:I%$./P3C('!2 MYQ/9SG^:[:H)3PB[8IPT8)F9M?@/S3:"D?>5"/E!)I_7&*DL-SRA'F9TSIJ.&27O7YQ)GV.P[[^E`#(!3N!2,R]Z=U`B7+.51PG!\>@/_;RF-MD;('F[W;^,L7U MO_G1XV'ER^/+PV?.CSNL7!R]KKABSB6P:&I!O.-*BK*%]=^T/KQ7P M4%3C^OK(XNPS^2\R%W,:QOX>:`/&[GNO^3!6SP%A@;2)%6R%<_?`??_^OSI!L MP,%MZ?]P9Y*6@2FX4XC3\N!-?X@;*'FQ@H(T[%DIJC%E2U3V(EIW$E>]*MJ# MG:M!'.@")R<\.)<09W&7B+B4$NGAO._E+19[#Q`HW)NNF%4>RHY3^7^T&7E? M>Q#NOYYZ!7HY/=^!_#.J5[(V6ZW+]2:ZS,:A8$^GH,C89-C(.[*S`(K/%<,@C4:5U/GD<]D!>.@A].%-_8\'L7T3^LK-&ZJQ_U.V$X^<8'A8T>UF&AJ9%<\V>;$ M=BA%*O"($O8@_)QIJ;[]P/,M3$SITS%,$O99?VK:=J:<]9EDM9N2.*^1ZE.> MO;?UH/Y5)E_5?W50S%4?9RK5IR>S+1?1%=]!,/\J)G!CGV'_QF+)]G,9>?\T M7&B_D7F`##:P*48P(T*0D^"9&E5\N-F/+^2`XYVO5%"XNMZL^(7_9D2<'D8) MX,*8B.']V3:B>B.R9.QY^6P4=6[5V1EKR4<^PMR4NT7W5*-^BZ M%A9%OY:.'.ZDWXL%26/6@BAM2$!5M-LQHS^-^J8(&-6+*,(2)H6YMVCHH\T/#2N MEM46G_NJU]M$WR]II.\GZ/5& M*F/>(O`HIVKN*Y'#1C*J7KFM%)T7X41A1E#_:N;CQ#+'!";9: MK0N[7+7UVX9*WB@M#6XIM3!Y]G`6*WNG-=4<+$V[6+:5@G"6'`MR@J`Z#FQK MQ>'>VC"0=5KRB:-6$$&Y3V[T212SB_D04-6$"-Y!U"L9$-T,`7:L.;?N34X; M2%NJ:@4Y9,VVAW2-D+\J90N:.&3K011.E($W=NI@&0L`-F]5JE6($V2(=&_< M1#?/'TMG!26$$'K1U M7*:KH#'WY9(.1JO,BM,VW07GC^Y7LJ882]7G]B(`RM9;A2?V;?=G')5#.P9- MATA1CB^:BT3NBD'''$9*NWH3VNP]O6(+M!B1:^377W8>;-[[Z5M<7;JK9S:V MM_B"`*25"1I7%^<%W:D;?C&S5E_%5_RCQ:'IKQ:#-G)-N*'(*?6=X@N5,R04 MK*?5Y8]'D,A`21<)D\!M3,IXL$=13D<4P/PWPF"J90C5`+5)S,3?JFN('.K! M+#\@U2T:4@_V*?IT0=;Q.VXG%#\H4S'#PO742<^I\C*FXR[%UI#9EL:L?:ZD M!VG"NF:'!2*`?P!MX/5NT"4;1H`F%O!.9F6!&?%JA]B5A,>`,#ZV\ZM3Z^M9 M`#O"GU#GR$&O!?E&:']DK%5TC?`J)BP1N($%,V8T-+1YP^W$*Y(V&)F+ M]WJK!*%$/*OB+M\3\R'#59FLA%C(?N/0XC7JKE20+JX7WVA%*`M6D?GD2XC) M!D-K#$/#Q=38,-#Y;`CVGRCFRG/47#8\JM]I*.Z;)1]V:S"LZ' MJDC%>%E/"A-AT;KLX'@V&44P6./^56YU[@&8>_7=A#8<:BF26K60VQS%-'"56 M!8>:.(_O"PW(N38"G:O^A1ZER(D0O$8;UF#,X^,^=7^C(6GS1U!S"*RZI.GH M/1%.CDKW::9.PJ7YZJ(CV_M< MX.P.5$BET6LD3-J,3 MZIN/=W\3CV0I-*'P,F0/N#\>90L_PZ!KVM@IA6K`P%+>6$3?OM\YO-2W3!6\ M(E#)5?$9Z0IN@&K7*N7W!SQ(&=YU8&3]TCK_[=:G,W,0W*,/S844YG2(&C5P&HXLH)\=V4($H;+ M7B^A=C36`]'G^`F"Q[VE6-7*F5\%$(08YBJ]&MQR]V(NM+7`%(:86GU_QAO> M?;CJZQ5Y+.,D>X:LK59>$*(:V84..S7T/'6VT&HW,]X808&5J(/_1";$W5%P M4RM^4$^)C2"*!YW72E-!7KU>H9/F:4ADS8)79HIZC*CYL]Q9-%1&EEY;RB^_ MLCX8&^%QIM>'/9OF)-$B[FB2(]<_P`)]6DYP$\0V@+8T+HI7Q*ZO56&4IF6Z M?1-=7))/]/"4HS*%OXM8_']DZDTNL)O]!,P!RH_G[9*UU_FS/#YO:3@]&DO! MJSAOG%"R9AF74[92_6^'SU_^+OY==]=Y.;HX[HVE2;ZD?N)/5X.?PMBL(W0% M])>GN(5/^N>&W*:GT=Q^J#DA,=4XO:;17.OXSD_N)TQIVLWF]L;FWL.=K9VM MWSUXL%G=J["NV=3X/8T@IA3V[2D]Y^1J)M<&G1.^3?PFWFWN/9H%F&_`TW3RQ1QC-E`N80/- M<'PE?8^B>1P754R[V?]/LGZOQJG,RS2FTAIX$R8\5`N":C$T6G-L-3^X7=_+ MX;A]@9ZOG)FB`L:"(!5J*[B2)=E+V4L/.+$NBHJ="Y9VJ[N))X:?U!_">7-D MW;0[?@=#00,EX%VP8G*/+O MQDNZVJ/%P0U\_:9K7/HIW:FZ[[!$D\C*R-'`5B01FD`H.?MY;K=[B4EZ&]OE M[]JA#D;O<%W&WSVR_+:&0]>R^TQT5R][09B!#V$@#`$E#E`G(#S5/^@'M`)U MVT)HPKZ+<&*A_*XS058E[KN[#QZD>HDFEF_2VEX4ON1NM(H^Z9N&5I8MT&.4 MA7#.T=9`Q@,AN@?2Y47DQ@#C@=T997=V:?E$BT/0&ME"HDG_=KBNGW M/>9`O%^&7JJ*LGE54+JZ:'>Z*^N$\0D:Z%&\ZY3[0`)J#+R37P)#[9ZK,Z,U MWA&?(1M"5!]Z#AF2)2=68@R:-:&'!U81UPNJ;I5>G#E&53>ZV@R=0GTI`V#= M>"L9II85>?""'"[F]$MV^=KF5NP1O:-?9&]T7KE[S>.#M_\P%B*@R?/7SP_>E[O5"64;M9Z_=/IW'55;=,21UWMG=$H_GPQ M`D3Y,@[T-6R(.?*,N(+:%?V/;QH"J[E`(;B_4]UF8VU-RB>PL566+=0]=X=V M)1!/W*=.:>G5Y)R3C>X,,(>(-J/*GJU8#P?\_O^S=VX[<679FGZ54(GLPFI, M&;!Q6JE""F/L9&^?VE!97=KJBX`(<%0"01.03N=5JY]AW[34+>4#]"OTC1]E M/TE__QCSM`X!BS0154ZYI=Z5)M:::\XQQQR'?QPFD8+>6T*)`M;->"\"2\V7 M7F`M8/Q0+=T>BEI[%%RL_)TT04#B"5E[UK2M^,C:P\8K?A1):+""H^[OM86% MRD!9"Q7*V2'151G4)&2=YOC=6LF^VL_-_JU;77@>JWB^,>CK[3>O=GK[_?]: MEV=(93P7:.H!%,.,()BZBA*:'A$%DK(RTVC%\I;XE_0%5@TW%9I>2YOBML60 M?Y.K=EAY3#0!+0D7)H4=.8@MBXM]C=8241681.92YWY-%A3'PI_5",%J6ZN? M9MUU4F'ME0L+7S=)5W^(Z%98?-_I)"NBJY36KH>7C^JN!@/4_!U_=IU'_ MPWIOKRVVN3>S;MNH_^T%O2P0X+T#]1A62T6_.:%M6HVM M@0*-\79H9T_HW*$&R?18^%#_,!OQI/&WC=7&F=Q)[%\['[67VTUN'4(P\DF`"CB-'M4W?@K'TP[:\C-#0"GG$H56G>K0]$E[DZZ'RI2D4&_D!<#/F_VK/XNLVB>H:\G[' M3+$`.)8S=P%02>K%33L-77I+>2V!A\PTN0T/:ICXKG:X?8/3);]I=^]53HG4 M(9=T.>JJF9L,@SL"HE']1IZU[8"V6PB8=1ZQ#)WJ";8MF$JS,K"@L:@D:MN1 MF_S&%:%?N,HBJ-OX5CPJFJ,`XDOO-]Y!E(0\LVPK=-KP]:SV_<@8*EW2?#WU M!ZT3-12KQ]A>7()))0*ND%?[!Q6M>:?V+P\%WX9,%-G+Q>7V!=N+FI?D@7O& MN9YR$$E;$H_3Q>AL\I,?5*^&8&#/1'+37<>\NK^9AX((8:I7'E/EW;RY6H9$ MM,Q_.!ZZ$("(:ZQL;H2T=(;T55#>XB:@V,TID+F M:G9=A9&S8!H$=E:!`,&4ZI(SV)]PJO'B?M4\6R M2^>KLPY1EEKT9,0H66;7:"!^*K9+TVK173J+D4.46X2EE:MV/%G9+1MGC^JW ML^J\';7$H.UR_CHQO2N5S%D1Z,&-]0TS2TM9VLS<4>Q)9$:S@%-G[-`SPE=& M!C$$Q/,U5:A,;VM07;,2[6Y1$%\J.&!X0;1H<$_DXVWKANB@+7,A9!6L8.76 MV2TV'QNB9Y]MD766/6YME.;9LL!KW%/$7Q.J,R[%ZMJ08:"O=/1`GS5H6];- M-;R6D,F2#:":1;CU/-!!E/:#.',CPGUAA]R(\1'R?1A<-$/,@I=GL&G]R_UH MWIOHA.="2%31FG;;/*U=^%R$Y^K#OIQ\Q!SZJ*.H.K+ZSY8`&TTG7W#0$PUS M_B\T,J%4TKM7I)HAY\SZL#\TO9;Z(\MK#4=@>;WA<;LSW62P^FB)%A)3)0J8 MCU:#&79I"HK9:^%9^NRU^%4;+?[^^J/&O-LI8ZAI?9[+ZPV7Z*WN_2;8%H(I M#;JWD"`N\&-C^(UOFP[FQF;C;Z];3VU]M'>Y<0T,IM->*>&`+1LTK>R#LRWN M?`BQU,=O?QC9WN7Y2`,L_8Y?J+XQ^S/+37HM/VX@`*4E%@U)Y*OT9I-=,0L1 M*,4$HGEACF:P(O20@!".&1:D5,1:5EO922H$>;;;M3DI"2'X.)ZA31VO9ZXC M`=`GB`+NE%#)K[LZ.B]IO@[TYR/#C'\O6H[M$.+IGA-`#:^%L#MWF,/FJ8)CGL-/\#AF7*!CU MHL@48`Z;?C;2BBZTZH)?40<-'=HW:C35GX*DGA925%W:O$E%H4K5BN^AC911 M\B;$(1N/LL7'OZ-]%*>=U#FGQ)!LW7L'O@>-H0#`5U'CE0$PY3)B!0A!'O7^ MHH>'EI&H^/"^Y3>D.=#2A5#-`8("9XFO_1W<49L2S1]@(D@GGU:WPG"KGL:R M!"`5VEHUVSM47F.0!+:V0 M+#+!3KAYP9KJPU@:Z?U'QGI/IH":4?'_#X,4L>8%CGNZC6FF-^R3Y(JQ`.=> MMIGNKAP-V5I??)6_$U_QR4C6*@]#&]E&A>F?.8!90BE!6EK9Y[)Z35NU@X4W M'^BE]>SW+)LQ:5C%/4G/T+)#[!&M+BCD8K!@K`[&:)$S86(Y.JCE:`%,SZ,% MYD;6PB5D-[,EOM52/W7?(_0PHZ^`SK\O)E?'[P%1-QZN MDDO\0;7PI'D\23!:^HK1H_:EF&%BT&2&!MTP7XG)2]&U;E9_JA*#(I6>J MW`Y*D(;;KAB*WG`*8/\HR0PCGQD3&T?S:.P@=^7W@+$#P1C7R62[2A9J+''+ M3O8SJWEK^),S&7V=&M&=1!#,[SR)X`C4A M&3AM>3AR*Q80/AJTA94>FAX:TR8SL7VD-!`?=P@0:4'#Q.O?W4N`6L.;>CDX M=^,Z;(B(5^Q'?1;/`Q[@9N,A8&&^(K+^K-S`R)J5`\G0D1#V,2%O(7TA#8YZ;6P4BL$Y1Z777+J]<&0MO!0W5') M,C%\A@C3>[KN]7@!H M"R6K7]8?/'C$(U$)/OC6F,&@:S.5!NJ7`JN,+/JUU(QTS$*&HSR)8?&LR44_ M*ZMSZ[&<$+\X:LZT-LII/:F3NET3[MI.TK3`:DKM\B79X6KLUV33;$YEI^LG&M%UR!#CB)\82H'N`0[>Z*[)OT&\9R=U181 M1.>B8I?6$_"*4;*176S-<.EAQM6KDI-R`[_U)90$1-U(@JO06,^W.*$"M286 MVJFZ7^'(F41*XH2YW$@*<;KA"1_LZ>@$2PXDTTMNB<2_]?IJ8*W5"$.F3(NF M8P,C3)%F7X@8MTB:PL;Y4]*A$4UQ@96,JX)#VO@^>@?B?(I]V>YI@_1;NXID&`S]2G8TO-)NLX=G=%O#-`9$Q`SFB&!.`(,D:O!OSY0X/KB[?ZRY: M8`RN\+)'9E`JW\Q;H!$%J8P,Z!ZW(DR6*R<0=5*TAK2ND#$OP)X1L&#J*?LS M$O4^VPS#J1U6W(:,5#EI9\RGOG8/G:89YO6X]:KJ4%.988Z4D2#]SB:7!I"9 M#\=:TMS,L->_:K-RCKF&4^R=8/Q4@`WBIZ0WA01$3S'4!V$;YXH*[30*F?_H M!V_$Q6&=H>:W:2XQ#JE)?4[%]G5Y5.7#.D*5AXN,U6LNFB9U]=7N_JN=U_M[ MO?[K9[WM-Z_W=U^_V'F]WYCSHL;3^Z,&G7P," MT>D#G7>7G@`!GY(8B_K7V=+VU_G2P-(HKB/_]P1!PM+1H87=4HV.\>3;T04" MG2Z4AZ->RMC-::U%HQ,N`&O"H+C@7>YVIJ._P MO5`@2T5AF/%%N&'=Z@K1E-U>X!(NZ%_E@`)$]*8?Z16'(192]#W/#OH2Q__QOJ=V6@D8 MJ\VW&R#O3J,_A49N+DW6O26D5!.DT-H=;O!KBC6@KU[`'"M M$/B!J2%)6TXI[C.H=Z(>0"$C!K?"S`01:4IPUI(ZQ30L5;-(I$2,8SN\!F'O M40::3F/B?*^#.-6-#F4,JW6IX<"9%W^DS8@=6RUV9MDFSU&]')^("0+&,&%[ M3'L0_-RI4L>'J;42+&\`WO)__(__;9M^W=!E+RV5-><+,=-]F'9(JL5\CWJ? M_E]0_FY&,AM7:<,)AH)XW"J>F>S@C,I>!0_.W0!)S[,,B@.O3D7_B71CDC_L MJZ;<2C-FV)I,(@<(3Z[P\R"#\_%__,__N[&9ZPV7EQYN9'S>F3F&.D.F&&/Q M=E,/*97K!&/5=NQ&TG;S#["-WP\`M]REC>9"8CA%\9C+TAH>0P2AQS7T?%H-N!C61)0=.F M0-1?6@5B.;-$D:MS)IFE=8STX&A+9AK8>\_,/.G6ZX0*]$MZ^'`P16P%-:.F M*BTB,DDL43D(94^"+#X=5WCC>D27M"8VROHA,I\D'B3#OF8.$'XQ/.%;\YGO8>OC3J?C8\YP^NT$K M;*5"W(IYY@7'70.HBE9.22!13Q]L%_/AC@VLN1ET4[\$_=R#MT?%>TEP-9?^UY'8!/TMFRWIPEZR_M>'@D$38* M;Z",^J,YJS?T`"^JYY M>!?Q8B#L&2DB?M]`1=S<4B]$'T4SM#!H*2C0S*3[G`RNN&VMIGW-(WDV.KCL MO<.\,RM^\4Z)Z7JBO\9P**$*;C#4Y)08Z)-+8LQ:$PN67D)^H&'^Z+\/H= MTEU_F`R>R-5?XA+QYO&69$U2M9--W*PMX"YL)KC/-"_;;JEK^H=J#F.B$>*C M8+YD&L@-2.9!NQ%XL]'F'K?<.*\[XQ@7'(H0BU9I^!H,J.A-VAZ>QAWDH!0S ME`&CYY)1$10O_%FX96]C+N2ST?3P`CT$B%[7#*^"1_(BF>%HT*NSR_IS_E-Y-$.[S3RA'\8<+^'Y>@8SO!^?"Z/%HEWV4@#_E[ME-.O(M/3 MB\$OXY/ZU)O/?3_X,!B/;W[N%;;+:(J;RXK&V>!@ M[""20Y):S(3T(XP81D%4+B7,B;Y9_^98,G'K.`1P)E@Z<9DFI`@'N!D/'8"BRR(44`4K=]%'D.+E9PVV:N4!SPV M@`:_T,J;R'NAFV;E;8=T7G*\U882X,:1`1I3.:G5"O`0DY?=!/:A^R.FZKW. MWRQ*X-I`5@CN!_CR>/J>Z27AA^N(.:&]A)9*EM<@FH%J0M6T'/&DZZ%7>R_M M?XO[_1""!W(?*16*]E`E'5'?+');;(_*Y.-9.*8]V`8-BAP:%!^*I$J[6R]\ M^)9NFB0XC%W!BNKP'1):C!@67;_V\:/A]LAG`:X&!I,#R)YJR9O9'M2,BZ34 MF_-:J["A@]8:%+S#\5`^Z7P^T\:]864G^9&K_UD1]V]2"W(G\QQ-OH^5=I5[9`DW*&9?E:.[D):/[YG$KP7 ML/`49-;T"M$L1A<2KPM#JG7;)X,#AE?]E;*-5WLOO%F+P"W_*1I54[>`C*&4 MH!+$,0ROFRLMJT1?D;:8'B&VU'8(X`>CU8\)ELQ!R%\W$2OB18HA#-UR\R-: MCC&+,?:(^8!4/%4^Q-TR0;O;@+(-G[04C'BF@M-Z,'H_0",9^LP)ZC2A6T(< M2T\>SBF.W[Y@Q87FL8Z(K<;\K\4D:)C2R@:"\9NB!='8P;'@P);F#HF"LF2" MQU^Z\W-R9,3W5(=,P'1OU3$\DSJG?KIUWGL>FR"*,EU%\*+^_72 M-*M2#I:^$NG0_G>L]N5.]W$B`=JB;1?/4$I:RX<)2[TA#`K M1VS2+#&QG<3#11Z6[(3F@)BTWN M3X0#1`;AC9B1T7@-?YH"O&'4?[!0M(<"68U@96%79MK)92BREQ5'/L;)QTL2 M3C0:J@G@:J@,3S\6(%4V@BT?W0Z`$B:U]/_E-9263XOZQI\@'@RG8Y!B=*MD M6A:I&@3@7%A7?>PQE-R?L'+=2`X_LC(=K&)5\3']N4:'90K31/K1Y*AE:RSA M%V_U[R"!AC\:RA;:8DH&&S+#/&3)Z\#6$,.6T!OV1H#^W`^PU/&S8:Q./?7^ M!HX&0`9-V2EDWY!;+-,EHHZR\`>GV@(K3[R0J&"SU4=)S:4BO\,##B^H7"JO4(:5`WI=V6Q`94\CYBL6G MW+,'BP);X%X!J[76IF8(*3%*``-8?J`E0-G9&>D`!T4B)>>)_`!Y[^>8&,I@ MH/^(`7-CH<]*ZL2<#"3"X4RZRWAZZ.D)$IF('),7ELZ5`@PV-/2AYF7,&N1ALK'IO#E_+'1OA,&>^]=ZB M=6[VOUY3'6"WJ(;[2O_8"X]KP[81_AVW^S_:_?OWGY;.?= MGKR0G?_RE]W]OX4:@U=OW^U\O_-Z;_>'G=[+-WM[U9<1_I=;?$%W@]H,[EPS MM+N&0"0^D1OT_G4VY#XR8&IW#[V;`!/H-JXCZI-@%_=]](<_F3ND2W"K)4-W M[3(2^GZ+$OD%U)LD9YM$4OE9KWA]G'#U"`I;9KN8=W`,(`5;`GE7@:+'CUU'CU>?V-LF@@MO;9INBG4N+VZ'%=-5 M1WG\L!C%\^-^HOP'%7!NK6DY91JE,)\K,U2<*6F*=".`A)])*$TM#%=H<,DI MA^O1QGJDCXA&&IJ(?R>D6R?RQ0D"ZR2`Z0G3LV=:GW\>;8,]$*>KVH&ANN^Z2PO<)=A5"9-$ M0"05IP[$T->!ZD224S]_6;BLA M\$6<5[4;D-AB1-A?G&[TV5GOT8-;GEI2=3%HXSV3VK16_F_G^]]^7O2A#A1V M':MS8898S(5HGGJQ/1L0'RB+28UWD'.N]-U@50\],<)L:691_5CY&T'NX@1- MRY.C")OY(*G!3S"B=#L(!W6EMT1!FJZ,2.M(\YA:XLNCB MIM2=A@.G4`44^0VX+?R-B`"-H]5!Z6QTC%%D9DFI2)E(P`T^4/E1 MBANV)4GL0>_=%;)L[<'!H_MK=FT1AJ!ZI9%N$#"18C%D!ZCSNAU9'I'NEN0L M_$:?H=R75#/*T[$J&D_87G"GW&-MZHY/WHA2#2@AU(7%8<69@'A"7@U,X`SO M:O73K]8%X-#]!Y.J);<%AY9T;$+X:$I^D5VL*,1L$7Q)BMH.Z*-4):R]3`A6A!8^05 MM9_%]G-8[DQ>R[#W>&7SR<;*!JW/-<'/8??;'+'-E;X9;7V[PL)A[ MMV2A=H(4JK?_JKA!>^4)/GX6Q`1+>#6/GRR4 MIDL/UU8W0T[MG`D*#NI$K=+0LPHQ#9.GJ)O%#\D)%=LC)8PR#Q\^^L>(]?7' MZ<.?P^=-L=[.=G7:4*(3[NF(>%^J\S-\R-(I@-H*Q!WIYC6ZP#YD]E#`Y_IB MJ4+#Z);7B5VK(<)PD6_::>E?"J8QB_(0*.<_J>[5TT%43@+61_E@01N8&>+: M^8^2HCSHX4DS:_B[HQ@Z\N=(\I0KXX9Q(631Y6Z2SA`H)1#!_!`9#?QGH\.< M-J289LRITT[/D*VW$>8/O_F<+W4]3B+1W=(W7%N=-\C]F'X%&.*;B'H[FR57 M8*-I,H6E%9^Y5"-7$_Q8(+1NXQ^8#X6]*SW+#>"D-?.3,*(KE*19O6!F[T6G7OW1) M\L&KA1`H*0T:6BDU3#A7,U9BY-*AC(HODMW@_+9V"++DMOJ'-#:^.C'+W,*? M+9CZ@G#O?;8_U0FU%!^3YIJFZL8YEA(R*,+_%J@10O>3(I8AUA(Z(=R1"FK* MC+FCY^V:IKN!=]TY:%F.G.=.YXO#VLTV!OXO?<\6EX+JZP$IZYAI@T8YUW8( M!;JR3(F8Y;Y[-73/:X^!E]AY.?:'(4_:BU1\33D2E4N^PF/(1/-KNQR(WO+@ M7GW`B)Y[8([6I.;G_&T/ABM&:A\@5T">O2[CPW#D]AK+LZ^_WX64]7>6 MHVN6MVKYV\85']!?.=)V4^1-!,\-!JSQ9^X.MT3'O\PF4^_[3_M[.,UKGO7I+3+N_O_OF=77HV=`-,4AE MZLC4%6[JK]W@R]]2L;PDW6LAY8_[ZF*UBS;A<""?WJ)9+#."4EI";K8)O3X^ M%#W!7#B_$Y;"%>`45>SUW]$8^__<6P'&UC4?=B>=OZ*+-_RA=WM_L8?L'+XM MFL#\P#N(D<:KRW]XN[QQ<ILID\NSX<4W M4W2-0E>I#D-^DM2R]C8-VZZ0/5-[!X?_LO%4*;34@H13C$2)\LY>K&J.RZW] MP/[8%@+SFIPJK:O'=8*=((+/:D0T85LG@*`2/D=S MG@^R3NS\>T,L2KK0*Z5,F$T4E\40C!F7[?^%Q127*5==)`O/.466UG-SO%*( M,B&*='51;1_4NM MU]1$\!^`LC@FGJ(*(UA7UH:T/4=5?Q6VZL_1NZ5Q]578GI&Y-;XLTAIO*6PE MX\OJL"<:ZM#V`L;M)M^WBC*0)+QUA(+\;K$Z.UD1G2?0OF;@NQWU>0V2'ANW M=XQE+),/C)'L'8)J^D_3*#JX^L=PS*7E)&$#RAR,N&@'-U1_3KV(E-/CD&/P M&0S:_?1K#<0.YUZY@(=$^,F3#^'XSQC,%(&-M-K[P;67[';E4DOFQ&]A,2J/ MD`_1O.UD?(0UIS`^F`2$=/XZ+IY;(<":YW&A4NZG?_VX_=EF]?8 M:7!$)SK=\CA`_SNVK[=R<[&YB?/+K1?BRMXS!)E3)0.5.G.??K7?1\/ZC]C< MGW[EB4^__J!^;O6?)FE7O7[!NN+)!A$X(]&L$CBPSEB*)\O1;%F,*1>+WJQ>?^^TKEMR[=.3 M`;&#/3H(4P>Q$!C]%=`KJ,$\%N.-C.]X%5MR31S0/YT,Z;=I-1':CVQV-C0: M%6-7I^<*T1:X6UW8W)DK>+FU$_V@M\I*=-IF^V$GXBDOY:V@0/\&_M\`[])3 M/TP4758C@OI`?;_7X9F`,?"ZWM_&HY.:23'[,/3;D\(>*@Q);9%2C(H3@?8_ M&EG#`+N?0?&%>;#,@V\ZC=I96LQ0.@>Q?NJ,H"H^"9=YT;2>JR//M3`\RT-* M9^4Z`R'Z?9%\$;?61("'.BQO!WS0RG.@%N$9ZLOLDFX$QD#A0X?VA)`I0=5' MB#(&$/.OEKU`L,0\[DKL)^!Y%KYD;)E>,CHUZ'QZE@I)5'CLC@]K._D5$K)6 M7("`5M!>%[+NVD8'7Q@Q\`0;XR0T2DA>\\_20.4!#PJ5=9R.1V:+MBBS'AC* MX:+$!X]U$@&5#A#)[MLW5K^@SQV2?"2PVR&1,#&'3"IJ8I5J%67(L5V2Z)I\ MP2!I966EMX9/2*OA&-?HI-/QT*K&JZ"-^Q;QECV9AC;G`CBP<9E,U'LTEP0[ M.592@2"@M!U[.]O6)`(WY.BH1X)'O'7TZ16]U_!@N"'HG%9J:P];W-XQD-IG M=5_:\M"XA]#?>C/V1<@%Y[M.7[JE7K?[F#H-S(Y]#@IQI+K;6&WMHEILE`P: M:[2WK[8&5X`P!G0ZIB"*NI,*(SI9%+Y6O/*(\I0(NOR"7[,G\B3(KDZ_LH9]L8CMK@T MB^:2"I$P*PNS71SV2TPL1O`-&$M)CNP@A.O$/[=DS&:`K]-7/I-+W>4XI,I7 M=UJ&#/A.'[[E\NX>_,/_$&Y*<%'=!N0K%/=!MCB:=VA5RD^Q]!2G5#8H_QK+ MA/JA3"C:G\!,ICNYJ0=KQ"K7K*YLVDCQ:@RQ76B-?8Y<_9MOBD8*@$Z1CV*S MSXW&S3LOA*KGUW"U.*(SU`^9/O^/FVS?,XF%C%N%SUKS`3U5] MYO5W9EO0^T@[3X)'X"*#U%LT!4[<7JL2:1X<'J>_X$:04BKS6,[2HSF5QK;+ M7D.]I;7:]U&&=S#6C&.2Z3F7I6\LM'Q,P9XO5*ELS0A);15I,7N6%E.(RQ;9 M7,*+GZG1"+Z&&*72!K$I<"@)4L:R,`,I<#2Q1:C#<5,AF$+M`=6$:I#MEZ\B MK6;/TK'$((W@&O6>CPXN:'/^43<.8I>_&E`:&6X?_!=R#,-_RBU(/ZW'U#?W M5>O31FVHFLT-P"3:=%Y\E;"06Y9V!YK^7H77NOMC-L!LCZSI@-GV)L]0'VHG MI(ZP)A;E)%1X0-VL)8F*%/+\E61-W%/VIDF MB`W/8NH3Y5/F).:\JSAEF]FT*$UJF8)SS)&ENIEC8.+SND!P,GSAK(BS,-UY M"-J[-PK;E4N+:]SF%M_>I-WH1!6XXW,\R?F%!>2IW>T*%A,1ELSS>6?3NS7( MNZ\[ED(`6+=DIH:W3;L[Q(-UR6A+./BAIR)7/SK;(,V(XDUHHHGOF#>##*%: M8CHF94>7:@AL`Q5B.E$V%3+`D+01/1#?('$CF&D(904>)H>QTP[?DO(0M8X*?9A@CX>=U!73$0X;7D<5IS'0J5U%X+%1@/%&,*-`+FWX-Z>Q8\: M*#MK9L#()7QNCBIE%S,]A9)P/XSAULXP\TDM^<=02?2I&F(0"6-.%(C61C@_ M7VXYZBP3NUW352`L624JE+I*MLT\3@CIWPLY(,$,2^9):_YX-+/*I@M7)-"[ MZ:G4PR_8VVK?"?5RI[`^QVL'Z0Y`];]8#[Z=IZP#W@PH!@&; M7"Q35M8W(YS.+]Q1L,NKK=;XC`YA=M<8DD0G;$RR+-X9U;^N;]MA*FB#.`RT M,.*X1IJ'W(W^X^\%;]Q,;3W2H9=EFM>MWNU, MVL\:@-4^BCI&]50)&DTU<(YH]`)^>BH$!LX1C@$-=%7CZLR8>[CH;Z`L2$2# M$6)+](!B\$=2O[D#-%YU%G6H\G&LSAHL9'J$MAR.,!R!71*J$*5]'`$UH6DN=FM_:7;YX.E*-GE(;5_]K#]9D\UB=+\"A1G8[SGKAR]1&`1C3JX$[`EZN]&E]^) M.#)V57CL0>7Q:>4-7^CMPIW,FC%-VBVELV=432E&U>*PF55W$/5WI@"-&SO( M>-MU[:!Q:&5+"J:;7V[MVF;LL'>WHJI-:'I-:ESA#PU M0H+*ONN9.=B,+QJA9_U6')VWK?`-?TV'RY]`OJO_PK.6JH*-VV$]PE^<4V:T M#Q!PS#.=-NB6,(Q5V"[$^_+H0@7-"OU-D:V_M\,_MYAJJBWNQ`P(_<_!C5.V MXGS@[Z6UQ49).<`>[!*\TXE^MSQ,2ZE6OM/H=[$[DFH6)"(^&.V*A/C)^BO[ MD$0PCQ@8A7NZ6B3AQF>CG[%J/DQ"PPPS\S`A8G=Z1 M=?C9H95=-7?S-N+N-4S`MT,K#"[0.IF.:.%EP+#9<&!QPIR+*&5IXJ2^7KMJT#'!\":]`Z>>!(-'N":659#ONM<(T765CZ6XRNF` M$#^)J5JZJZ!-;R957?[^XS M4V@=BP\.PK5#[*ZW<34>+P?6U0*Z%.]\#+VF-'0;?:<]CU?C(:$MIN2U%*S2 M<[KUY>P#JCG*.:*=Y9D2@K_[*R].O+*K>66#9I3X`O%Z;K\]C9I6^CPS/+V=UZR=55 M-!?P`&H06_-E9/BX'V]>%$.JUN`#?YW9(+_C&QAJ]R MY>3/?VAO:K`0N5)MDK;:<\7J)TYM//?IJ.3RG?L\O@6ZJ\G9F>J>#"LI;4(I@BU\!8;J@]1)3#Z)[2$0!7ESN`UFS")C"J& MN.--_U^-+M^3O+YK&5%6$9.>%])1MO^\VPHP\N^M@"?T4"0[0O,8YWEHO8*W MK-FY8312U'F9!@(F71WP&V#"L\$Q4(FKZC_AA!TE;9V@'2F)T*W$5+AYK2FH M,U>EOOYDH7ID/O[9TL;Z@EDLCZ6O>^S(,P"VF0>4]% MS,?$5]4`A#7.=TEKCSH1ZC.Q&KODQ^5/-.B\)A*#CBCR^_$YMIZBXIXQ')YT M^[3%+CP>\1;UVI1]DV,#C`JB.(<3]T= MPZGMFM]\B9AQ3S_\P?A$_0R/Z6L0PNOHSL(WF86P[NF:,DH4XH6CG;;U,T\7 M@.NSJ]C5BU862,5\X^FPM[:RMKZ^@F_KG30L#]2Z/_1JM]G*,KWV%O7-!ZOK M#Y0_[2-UNF!<-\ODBYF7-HO4@'V@+6ON(4I'@LDO._>\!HL?3JU4XJRW]DW( MO(AY(;>YTCEUI(#2Q;?*[(Z-!MTZ;=UU\N0VMS:OKSQYL+GR[>,[[O\[@]D# MU;$?6AF!NHAK^8"K[30QG4GQW67NTQ(=?!;9$/*HY>4,BK9;4U7Z]*0M+03'%Y3+%%N7%;S^@X@FJ]%Z,)Y6_GI/2!&Z(V M*+M,9ZM(9PUOH`W5>XG&DO_6/U#OW,/+_^8,7SR[\^+5SNO]7O_UL]Z+G3MDLV92JB/_A<:*%CV/ MV#O]GIZNV27JCZ342S9`ZT)UDIASJ-1%2]N\_I,A*8GD3":6DWG>>/FB#\&( ME"@J)=4+],MH5#-RM%(TSA+HP82.3K@0S1AN&C@")KCB;AXVA1DKCVAR<3PX M&__BJ\C52_J)[JLGX^,S\1XJ&I8C"U]IG=S$I%O-1[TWAY<3-9A:LT^ORQIU M3HT3/T_FA"4=E^L(0;6XC-B/<=V1:;OL$U>?"$PVM^BEF1L8C`-9^N?4&=XA,#7;<$GR'O>]Q94_N M.#UR"WMQGX:MM*]Q.@V9$/60/=WL1PV!7P%L`E+NF<_'LF;#S:@E!!^S?J'Q M<,(54CBM\#N24?)%S05XGRHNY7(8'V M"8%]3K#>3FR<;G_X=\0VX^X\W=U_UAW-A_@$ M(J&3'0!INV6"=MOI7*IB>SZ0H#Q@)Z-$\7MKJV$5"E18/-*39L%^`B1S.;AC MNKX=]0Y8T=`R^E/LA3V,O!*Y8W5O=:7WDN^<]0)I5GK;D&8XL/T7!VWCWQ\< MC)166+*L==M.]^,&IC(F"'HMW,-K"HOYZ!YWZ>N0E8BD/!B]'YPP\Z,0+ZJQ M-F4[MM'.B#%^Q!IB<3:(%!Q(B<_QV.8F:-6_XHBK+(-0`(3D(/WZ@NYNX0G, MZZAFBF"65T38HD/OZ""<0S.5"S,K^4Q>-X?$ORGUEJ)7K$ZCS.,JX3HTM\]W M[`C'LYGF%JC`V@O&L;B:R4#7QS1'/]1!=F-,V^TKM^UUV>-I.5'PZ[61:J/@ M3MZ3(*'H!:ZCG3PB9.;!VWO;W_YZZGI[V(!4;Z#-^M/Q@`P&(:BP)?^+!7#& M7_I(5I`U_6@/]_YU@OZU4_`O@_,O_1C*#KC`7H=5IBLZO#^J.?^Q+6]WW\_2 MUU-FQO)O.&4[_5<[?]K[J_%6<=C^"51:0X-=H[.BDLKR&RFS1U+@ M[G&^&@^'=*?=T7&2N;)+-6;U3-DU$(9/#TXFL)FD\EO@[C$-KEYG3N#6RRB;8X???;]-O7@V6;.Q_U-=O3O<&?I-.M+G_":BG] MR72YA9FL07&7#&9,6#.8+3^&CE*ZBZ;VD[3'V>A2UI4"BSV3@+B.NRKF;*WA5UUUY6<5:>B@^?0(-3!")<& M`\;C6LG36N:6'%R<>VX&=1CXN][Q@%1P]0*:#I0(ACB3EZP.HVRW[9\5!*FJ MD):5],6B2]:%C.'I=]X?.>Z6??O>BC;P.]M%6KII&^]AK(-#U#>3OEEVL2ZV MK/1FC-DQ*KV(,$#!OP1#2(J!)('YN$?_77HREB,P,YYAEWYR`$2^7F`@[DL' MO$A,4U@=N`T(2CH(!SJ)*0 M,#0;T[FVH*SIR"M\UJ@N'Z+>AB%FT.Q#?"U.$Q&= M$LXIX1-#"$=G5[%^.S]?DZR^0?GG9_4SUB_.6/WA[<'YF+[*@'KGZA-A!;[U M9SH#$GD.->@BN?=>"!$YOOXAKSN)O[J@:[K`];=VE1(0/Q+66:GXL:JOBW->G&&=5__ORVL9:\V^QTC=_8GGM04@JR7_;"0ZN MO)2VU2['BT[S*_MO]OLO&]]K$JI"T;0=\JH1OB=7@C2","F\=HF/&?L,*@J/ M.5Q7]1C*183S6DSW5@+[8$!'V$.%BD=F9B`0/=X@6#VP1Z--U?+&RH/U4%B= M/\Q?-[]M;LS@7L*,36$:5"1R0`U8$(5XKKN\1(@B!4"DTET(UK5`62@YBM"9 M%L(%9RNU#(2[>D/%JMX_"Q";DN^[1.$UZ=JWE./R5^[:@#H!9,8ND$4"&/RQ M=YR"2(@I8B7P>]C&EK79NDD5=';%DJFI"X4H'!(WMF@;(OS,@[_% M8H^62!D`F@?SQ6C,8INFSB=1_NYK1=K%Q=PDP=TG+A=M"^L2ZPY/^?)Z*+_. MTO]M(S34P=FJ>W'UP[_\[8/&GQZ'E+7\:3]XC0:NQB.4'JP\:QRE^^,;WK]?OLAZ!PRSH(!Z+G%5HX,Q; M7U4LA^:6MNI7%7M&7LOX4H6K?[)ZS1DN16_H';*#KQ=`(R"L#Q)F\<3&;+(^ M\;#R;G#=(8Q`Q'8\P"_RF]X097Y*&/754I86WW`1R$"^^1 MY7A]B.QY+)),F?%=NU@F6W!$,D*6X%,2^'3_Q_URQ751ZS`-\*>`_.67(,"@ MAVCWKL]=HY%]:#C/AA:X[*AS[]_VU1;U*3CJCXVDP#?[WZ._=U]OOWFUPWS> M[.UI/CO[U?G,%K^LI`)J3-C0A#,7T#=ZWR$&[;4R*M3/O5J,C+-O4T^I"OSK MG+O=*4`:?+Q/NW^)=N&Z^.CTYE?OJX#S1Y#<;`$R!VF]YX`)SOQX>(7ORU"G MV!\96A"R(#OBW%N73%4?$^N?O8N81U7>C:B$.?S_['WI;EQ7DN:K7#3<,S1` MND1)+I8]>YPXL7P1<8LTZWZCCS_J!JJTW MC%+<_3HQ9I]YO*M>LCJW@]X".)I))JL?F+[^E'0EYEXX!0WSBCMZN39!AL"* M`8-P/44RX=!M5Y[C?B./U*4]2Z;STGHM]4XK_L;@M(',TSP/VOAYTOC8^3#) MN@C9WUG-=V`(9D,B3EG1@R[.9)48U;I*V13,[]-\\7-IT_+FE7VHI'"G(.T& M.9YZN,D%(0W5'-Q'\_5,L6A&9O":\\'D<@5S]6IU#?0FDE,H7S9D\"19+W3^ M>"5._+AA<\\VW#TWT\JQ58_EJB MJX:S&?9G1"F2U6^&9N]<)JX*4#YU5=;?-X'6S(:W`/HI#+T>///%-SY%"F4X M+!2AI+35XWB&@>_")?UU6';91",M^:/Z"RX&N@"0^<@YBX,XAVKKW6RXAD]M M,DYVO*WI`<('(/T0^EX.AFCKI$EF^LL[9.T^/#OYH3HZ?C-XLW\\.`FC*##W M-X-W!\?([QW-G6+4BPN\I['70>SUX&2,N\'/0([#D@$8U#6*&IMML$YG[)AW MK^,>8/.AS[$55%SQ7K,XJN2)5L$@#)W@IT&^3"!=;2.F<18L/H0K""`X6EX] M]+I$KF4QVD"B4L'(3JAF*/=S$H"$`"'X0DDX.86V^>UTANO,ET""%=`=89$" M-->O9Q.$5"Q9+APTA6G0#R/EN[%D]N"',%YVQ$Y@^I"5(!F9/\EFH.W'Z7PM MF!S9D;$J978`!AC937(-Y;K<#!%(`O,143_TI("MT2MUI:F:=:^0T^$&5PP. M%HJR^,*ZL+?Q\+`T>MZ@)>\4Q3JO.,3JW`.:9H\,36BE`HB^JP],TPWO8\*? M,&-)\@=7P!,)[W@>?\):[>5?7[.J>^Q'\!?]/.D_L;/6^D]^K?>?_+SOT,DX MKX#V\`P9?8*7)#%'G8*V&?AB/-ZBX0T!!T+>X-_,5$,R'@)(>F2`=L,7D4V;B/ M0V-'GG9V>$=+%Q8$E18=\"L-KW0WBE("!P9J"^=_.]="*KHAF7;VEFBB@[=4 MGX^/4BFA?1QJ`*#8W1*R"^Z]ERC`'"!# M4(KD-V0*79F%/@4>'6Y=%FW'6:#'B,``N"&2$/.)]`LX7<@2^>NI39.+:P MQ(U:'31T1**'%.NF3YL2K9@&R2:`:EJJ)<)V39J6HHPHQS<$=@,/M0\S&T^1 M)0;&%HLL=&]`7MX/V%*,@:S)^Q8BQ%/LN#$>C%F-P.;>8Z^X*;LN1'V;_ZU; M\<4?[0..2W$M4%X1/\SM)MW0RG1+&64;&YO[&E+P+O(.6[U@J2[&\#%=E]A-T+N$SPLS9 MWL;!D]+XWXO)#;1DWE.)U"9KA:)<_30'\50FJM&\);1%DNXZ[59/3\YG+NX5 M[?J]<=E>>`[X+"ME*Y_BKD&SNYY>W7&G!R.)#UGJ1CI^]**U08/B>#[Z,!FO M8:3`\;7W$^JB#:K\JQ\&%Q?5J].+PY/S:O_T[.WIF03D2ZS^^;N]\^.#X\'9 M\>%YO)+S_5>'!^].#O%8XB'[;G#RSK>#FGIR?/0#G/358'__]-V;B[AY_@)9 MW:'HU1;0Z8?]_`_5 M0?[OO_T:013H=4>F@>DM;V[<9D_]%;_]"@%K#\BYF=Q=K..MJ-GQYP-3BXMA M?GQQQC!FSB$YJ'ZQ_=NO^Q(?2P(])%P8T0C=NE!%I43)!Z#%?%FR8/Y8.(8M M3IWG'($7;)!^7/E=+*-X]\%)(;C35D?YB1#]3V*#I7PPGJ\O5RA(#%Z9OWU& M/,/];.J&_JO,'B%\.=ZW`^L-0E@#;!2TI6!2&I@CHI^=7MPP(:R&G7B6:)`) MO3:TCFN\4EUZ83IHT7@ZOX8N$AWV99@GL+FW5O&BA"A>+.BDLR6$'&X+_H?C M(MBRAX]>>@1$Z7L_L]*H))!III?(IF, M\!AT&/P'IZ-NJ>!CY/:`[DV]";(Y)&,&UXWAQD'L.,SA[_$S\&NCGS$'/IW" MW>T?_&SDMYOU##1-+9Y?B@M<8]`N801`JAYQ^DGI1_R\AMX,,9'_J8%^;*,L M0PPTB^&82PN'@"'%F*YE0^1FZHO2PD5Z2N@\34VW@'%R!LU.@W9^-O+$1DV[ MTS@]%Z?G#_88850ZC77/-5FU^V&/:_`1>2QYS7?P#CVPJ3%_-O(T!)0I*F<3 M00^%=*EV\AIY<`H$M/4-TF?QSWHP-/HL)JAIM:19EO=!;@->KAI56BR/A`N% M5RMWESH=;4\R&O[=-UWW5-XI,I%_PNM"IQ\)0VV1-':0@5.*"6B/V=W`)E%@ MFU)&A2S1@-Q1WN#C_<]ZX7CV?(GP/X3M0>4);&E_M7YM.%_G>,G@XX8W"'Y" M&'M@O_0("UA&'N-FR#W>@C_;B3L`'(HB,)^J.'J\IB8-\^+0N MH0@+B,20D+`6$3KPA2;I@$`VF;V'!]Q\`HF%^`#2UXBF`^SD\%H_Y:;2]FRA M*1`>-'39R/X8^\SZ]+G@'73 MU?'22?UVP,MN7QO/7)>9`"EG5E)I0'+/E1RK\G/!'"Q=QCM"7AGQ-`#.UFYW M4=?I2X+\WD)&H="/2O/8_@YMWU+N-P_V*:\;[$1\E7F3!$_Y%A!^,/DW\QDM MV/QT#V4B@`WHM)!]`$^F@A_%"X,9[0.5A-==]?\N\SN/DQUOJR'KKDMC7A9) MG'JL<37&HD[Q`I2NH$G%H>T@'G4.4!1`!6K!YC?G\/".D1@EM=J?OY-TO#M/ MGH,>%.-+RUJ'_1ZXIE_;N/?*<8+7<(HC-4>O?N#N[$M=9@[/=Y[\"?L@F#N5 MVB"%>1P%5@])#_O79S[H\]O*VO0$8,439VIJD^-S?PVH`<(X^W4*+_X!I,GK MN?(C3`WI80]!2E+#[L<+,;DU6";=BG>_[K3BG9=PT;XGM<+@/$,P3=L`?_2G;;,QG"$OG%#1QG*ZWJ#Q#KK>5"`#M=]]/[\O*V]1.'YKU^Q0@%4&GDL M#3Q,WP8`GF[`HEHN79G^![_3\9._1\77O/44%@0F5"JX4FIU*HJRU./6"S-) M-5K,U/?D1R9P$0A6QNY`HM6`2AJ`(=JI"'!+<>^QBZ,]\&I?('P5">R@Y,#D MH>$#+#J-,KY\>XQ?5NRUV,`FJ[96%(&U/&%X/)BP9.\#PO8;6!/MC-X%^3L[ M0I;IR;^\^`=Z5E_`&0K;0R?NXT/M?'F&?P3ZK3O#Q%%U[GS&G6CVQ06NY155 M7KVU8@R&/3'8$90F\=+'(U[&0/%^#90[XLE$"2Z)%:'PXYLBH;4@DH100_W0 M="D.%NBF!L/-="KML@:,0-XH<#Q#[A-HY3K.-O&/5(;`PN'""X2FUNU?O;!J MATR6`IRJ6*45YRU1I:_#_3&*M=@2``Y!B0HI+4H2SW7:8>JN]U.`7KB=X/^^ MJPO$D++,2\6LHM0W6X0Y@+,L:$RN M?3`^#%&P[R]7:@/`'B\`_3`">(<5VP@*[*#K'?I[8&-L79XG2T06W5E-$=FF MF%;RY6*^OJ4JW6$N@;5ONP*(UKJ*2.<@$L)JQ7JTQC$;81VPB:)26X]UQ3&N MJK]>O7 M**TTFE?[-">4-NNEM9[R:+PUU*ZX"T-P7;2O/MSI=#!0W>OA3Y"5M.KB_;IC MI*?+L&UQNQT.*)PBKE+.Z.W8]9'&EC[`2(ZWN,TDF5BS>\Y8W7J?#X!;PX6E MJ'P'E+`)(46?([DV#B8<@\'%&[RPX19L[B.>O:/1!N=8MQB]L*&$/N3+67-, M@O,F8GO.\9>`=24S0!="E`_[40TLM1;>A\LOS@]Q4'?L*N29QK06,QT\K($MZ1RR3*YLL/@>X8(&MRD^XT@>&PL\#['.B$(C=8Q, M&FP!YH)!:UP5^#-!B0)"I-Q[/@&+6DCA<#7_JV=4LN#*=K%;K8:7?"H(/G'2 MCZY!%`"8D'\N4<$-=N#JXA.`%E#PC#]Z#>0I"5^3V7&".!7`G%93)!,R:C_( MC$(3_B'T=(44!->`#*+@ED4?&(S+W5=@)P1R^A::K^>O:\@34IV*/TI3J(J+ M^0U@[R)YW4@SC:A36`S#^3UT9AL!_;DNL$>YSSE5S++6M\::9;O!U^9;;D7< M4$`K2]1X0D!&,"6I0-%T\CQ'/;;'L&0**73J&#R@FRWVA:,L[`%<67A@Z<-0 MU-*80L0:,A-LTH007[&P`8),-8[4H9\HFJ-51#E4Q^T..K`M[`Z(`Q0U`:@X MR/+H>GUKF);!K&D.&)*DTA6CTX5=2NQM0-]^L^MW)"#\#XO)!#@CL%<0(/IC MKF[<.M"?YFLA<>,V@/!&A/D)MX!ZX99&7@IDC,&>8TZ2]`-]"0K7;`]+_;'4 MY=$U(DTTSLI>'-XT2BV&$3&V$1A9)JLBN8ZGB**5K;,T)#NR65;[R\+3-/DFF$:`/0MCQ<9"$K\%]2Y-!)J8JR]M,`Y(#7L>)/=`_FED M?;NB%JAO-SD!3AS`YRM<"V&GB7G+V]0/D7MM?H>B\WOJXA5/5+=S0004;H$0 M"33*GT!>F)SMYM2CPWON-T0DW-9E*%YCQ?4GLWU__>$O(,>X\"_R_>^!Q?@@ M?E^`U>A5%#4#8U9GO!!]^KZB?.1 M:W<6N?%[+N8-.A4JI?(9)+7O-U\H"^H'`#K%JF]D&Z&>VM[C.R8EL!HP>S*+ MU*O;:W(A9F2`B<`+'V!&NIRO`0*1&??B/"(Y(WF)/BLH)F<2N74Q'N%,-"FF MJ6[$=_:+I\^?V3!X>1V)0WWO>Z7RP^^)U*B1_;3 MD-5*<64%0=XH\0.+=BB`"$"=$0AA,D0%PZN\2+^2'YY8495/*:?PH>3*0PVS MDQC8TU-NM=8X5Q%-R)%+9U<_WBAO__5\RM0L?/L5IX?+#5T5]+?$A!QC@X`&W M,O(Y#G,UB@QE[W"$<,DHDBRQJ+D5Z0P&9%=BGFX5#L\@SYFH M7^V5Y8CZ[DR_9S'([#@T]1(E,)L/GA&G)Q4RHMNT2M!H'NFQ,&G]'O>U^\?F M-VI0>Z3]?VB@RV?Q@8?*#&#?3``,5;9PCWK<1"11@=BGB9N_*W3:SD#>S>"4 MF&%"(<<`@@_V>"UT[Z03*WBT]VE!YE1[7KKR:35'>DG4.??E4*&G^"!NXTV% M<2ATQ\-39<92@O.FETB%`W<$7T56$[4OVPG"W!V.$G<2GEP-A'WX"ZP_M'=[ M^+6H>'&%-?'@^AU`@P&3_<7CI),-9Q67=J*1OE9`+6WN"Z@Q0YQY'0<=2Q[' MLSM,BAX5?<3AAI$[[WNK*1\HB+S&%%`N6A./#L?L=,<6C-`G;EEI_$'\J6II M9K5!78CB=+7!-(FDOX?<3+5N)]E!$2/[*FM/KQZ5Q!1>?F5&EM$@_X+>.@GKZZ?^@<6)E.J: M@[QX#4.NT=9?^^-SNG@_!'!$A>FM`S6I)*EY]FD'9QA?PD3"YDUN8=0ANX09 M%VS-]46;E'IN#PD?NS.^"QIJ46O-?"W^,HZ5E')UX07'(865P!W'`ZI'R;C^9X6\SG@^>T=R7=)/T=K3/P<8%+Z M?DL`EW/QD6WZ6?4_JUK9T_(P/?(VO:&OD<82I'RV=(+$\^<'U1?)&I]5KV$V M10)PI(%+$X`'06XV&50CI.`=)9LQE#Y-\F`@="UH!I"VYHY$5@O1)7U[@,K*(D!:@W$%-,V04D(D(.%]BHQ=\Q4 MEHU'#L@_7I*X7#^05H&,@BBC?ODF@I%XYT+,70/(QFP4^OIM(*=)HXX1C&=Q^O/='Z$REA2IUZLTA[A:\?O MT`55+93M)(BV<*BOA[^(V]K^OM&BOGY26%3:>=]%/>W>=?MBO\E/T_AJ!KR% MI0#,/BP\%#-,WW+#"WTWO?TRGS3^4N7VF`"ZC<2>.$<5/B,--/`P/CYJ4/MROETDQR4UW`B"8):'A7@"PA!B3NB*!O M@[%G<97#I5\BF!W3M'\[7[X&5.N&F6[J.ARG/U[E57T(H M(GR\I\^.MBL.'L]Z?C^:S-4#.W/XWVI6PPF6U M]]5W7Q7;Y:#9X+R3!;U'?'@\C6$:AFA1PD8=_`&>.[^(7,&_E@TTEZF>RMNX M?@7%Y>A/D#SCR@B_2Y//H-0]@8T3#9Q.[JN&T).:B,G;=`")A'P'&T)@K7HU M7]Y.@62B#F`N=L-523^FO+:!W%"Z/44Z>.MR66K%1])G(;;<;C!>HOHM"ZLZ MVH]BLGB[1GT;L`W2%=A>J9ZD;;[9&!:\%K!92^<,C\F*RN>KR:W2M^9%V<;] MN0D"E7AWX\6876Y\EUJ_L9BK92!\E72/TK$F@G_QPVIK'[J.Y`'[S@5RDJ4O MI&BGO_B"L2EVTV&NF4.5RZPQ M/D^43IKBLEDV^G:!)+B`JIVLRL^4<%PTN)M#+9U76Z"%X=^`-9:M#*!A_#Q*Q+2%PP MX$#[E3PQAJ7BL/#0,5`K$'3B.\:?8`4C:`F&+SXS:NE6`+>LR\/ZX\9.]*NY MJ*@GEA_54\%3TU5R-F%60@B"MO(F96[_\(G3/.&D\>^.!O$T;2ITB=(`&YT) M4\*&Z5^N,#=L*,13/\=X"PKGG_]S2QJ.#B2:[Q?5*.P>=GFV]'K"XVG1_\8# M5V*.NJ_QSL<[^P?F1-DD M(`;OX&Y`;!TAG$(4)-2%"/QU/Y[A$6'D[B=@5!(KM%NVI&Q..(,@/SVKP!M@ MJW\8K'F\[YG^XCY$@,,JX$'U_*9_/Y9M!1T1RMFA([\>`)L)/?5_H%F8.,[" MZOQ1V2.2\+->_#O?!R0C'**)?.<[A_NVL'_8KBCMJ2?D8C+Z,)O^=0W#;Q/' M#W@XN73^.K0PF'@K9>:P:3.^#';;)?#1+)2Z^C29S!"8`9QDLOO!8@,\U+:' M]!^P4-H$ZR5@.QZP>.EZ<&]\NOOD7PL#5C\`-+&L=G>>NOO\6'-XVCB'ZEEQ M`L$6UE(O&"Y,]26$I#O6@51+0=-3J/\!A=&#WX7W._L6A#\)?X7W!/4.E9PD M/U299?O1'5\C86 M^EH/-4Q]07%X=UX%+08NX6/A\WU7!R+F4Z7'U[H<=O:T4D3`VDI-A)!Z?/\: M>E:VN,0,]BL`)'#&&J1:&M#&C^Q+-.$(9:_U<2*&Q^1$+#7]B\:)0K<;8:AC MVK0$):T$N90$%<>29V`$]6@2F[WP\W<'].\7!C;\!S'F[POMSKX4:^-Q]\N*G<@Z.&5;%4 MTSN-M`OH^\I`GSX8`]UXT$[\.[/'C4?HQ@TW[GX3YK?Y8/UXW<;C]&=M M&P^U`2?;>*R^C&OC@>[-IS8>^8'84FKP<"SIV:.PI,X#]F9'G7O>B!5U[KT_ M&^K<]7U94/>!-F<_G<>X'^OI/,P]V4[G<>[##<0)>W61*349"EUCC`F;XV`ABD&'5MZ@^2<1L_+M%^D7P MN6`+"N9NB[O;%D"'I-748#.&4`BCP9H%<)":D$4@FS;2WIBK-TU7/O`6TZ2:!8<4D6"O8N>,9_-K`4PE%^F.,_2]\>$>T30M:WJZ^?PI3/%$[XAZ#8 ME:Y>G;TL]F)17)J1,,-&+:\F;J_!WLH]1@@QUT57L"%D-6HE MAUW?#=3-F2*[UBUJFY8WP\/Z+48*((IXEXV)BY9\[\&Q6P8SUP;C-BZPN)$Y M7#O$M#ZWSJ#O061O:$D$QH"9(_9<&G2]%XA/1T<>?!`@?^X@E;O MX2K#K45F$*`\OWU2C8=WR;R;>E_/'K!_W!`6K,5AZ>P9B.!`&1ZG8V4:VO7= M0EY&"SG`0JI+.##)^W1YNX`D\\]]=N_CT,1?$/RG4*CB]K'_W/X)R0631:)) MYY>5Y%?`/&1PO8@`,4?GZ>,BSK!=@B7II<0K-E,L5$L,B-^-D/ZV'*SMM)#8N>;TSPLP%X(4S0T03UNH MFDY=(*TJ`I89NX+;KPF1`%\)J#1NF^L?_+2V`)-TS^5<[3#Y7+=9Z23W(<;W M-`N)N\[O-A[=]YGPT$86WPI&*%\:M70.QS\!H"VI$N/M;\$!.#9=HRY]77!E MY.':>#]<-TVR>^%\W!4V;!KS,]G'.DS'#9SK/&`/VC<>/[X!PVM34BO>PEPG MI*"9R2H*#''VDPX3S;43`,5\@:@^\#&+;X*0-@0_.P!DH?]FYD;!`OR[4)MI M6^2A;\:=9,I="#B2M'?7"540V#9GYQT'Z/I66R$R.5;W+#:NXSX/8WDE'J?Q M2%M5&^#QMJHVS.-LU;/'IJK:`(^W5;5A[K-50;@+KIXJ?L!K(MX#G`Q*7%[A M(\<**C!4?10:!WCU*22S;VV@E8`I@H5#PIH2W:?:G>0\I_AWC1CG5`,<00WP]3!(U04P8N''%) M@IJ;NG66)_KT>3ZFT")%\`1!]=:8#X'A-G3UQWQ7-K8D[(JR;QQ08N#>YH$% M7A[RF]E'2,->2([YI;>Y4#2.?Q5Q^2W*Z4S7B07.UBX(X'(DI`/!_RM]2!K@ MN,^ZS@]09%SA`[QSL`'5[#XOF`+3S?('X:S=HP`_%O?=5@QD MPW5WZ'8#>NS0JY@8H21HML8N]^6;;_-$7B>)N.S)AOO2VNF]KCXS\!PLILN? MF4F])(SX`M1I*>V8.E3F5Y8:_U9?RAYB9\%*/PQOB@/7&^0JPV!3[[7^W4(X M=<#Q^CUCX8O7ZQF3X)O4[C!%79^KZ8AI%,,Y"9O7L9#^HE'L=O=:T,K0C0F[ M9VRA-4'&QV2_$YPZOD,@U2?8B.//O.74Y5&IAC"B:=:#^&L]2D0MP.B.3$// M6\X\\R&.NFYW+G81&+@OYBBUC;B6$FG7*>P[/*+S-8/)FK^7V6T;LR\#MKNO MJ:'51@O\'H4D<(L0,=XR9T2)$0,NH3,(#EC?%K\'703I3T@%XM9@)`'+M,!< M)=0W1T*N1?:8[1K[;I.D#U&BIJG-)E\AK>89"D*<+E$A:PRHM!-X*/]XEC"P M!&DM:57."_>T(%4)=71=3??CZ]MMZ'\IGII2\K\!-_X]C8LE`H8,CB#!-\/; M8]7RO?:\-UQ,; MBT8.=DYM7%TNDI38"A3JIX7@@^Y,S2U^B9_@, M4PEV_#_5:':#-S]YM]M]ET@]H=NK'/2<.>7@UXW?S8T9>@`=<3'/O3BZU=*$ M=0>PK`\`HRBJ`0)ZS`^\4D^VLQ%@?'++)\5=\H MG(@CG8^ERB`I.OUYR_W>QV/A&C5Y2^U'6(C-!V4P*Q1G!V6GNC.UJW9LDA5X M%[4K$2VI#7$&6AH?DA!Z2=#?BK:U+D^W")'(-F-T&`%+Q M''&7]H,-3POL158`WE1?03\A&R[KAFUH-,;5JBZ##R0D%:^X@\T;0EJ<>3/N MI7'&C0E#.XX?)R(#I#36\7RUNJR[K[.,&8W\M\WY6F#=N(K1_K#AM73- M]\6"L.PL+MB&)DM):=.S[F`@JU!]$P5,C=TB;CRX`>`:)HN2;9%'G\MPN*H. MVF_DEGX&L$5DXQ!P$5W=P?`BQJ?9Q\6N#L$SXQ`,YA!WNKN[FW<$EOV^<1=* M*7X,*W>4:$>_GWJG?MQA:4I[$AK@&Q9I]YY$$QZ"*SK:5?QO&7O+%-JIC?%` M?;NAVP0]ST$WX5.^->"+:1XE-XM!5MQT/Q7Y2=5GMG)_%(,`?\48,6 MBL2+3[YM_>3I;OLGSUH^>?D*ADU`4^!;G$WGU1[4.=A""Q#T\PF^63C0(3U0 M`EZM2HQ[L'[_5?7LR38L($^>Q]N`J!MFR,=/7P^*0SJQS59B:IXALGI^53WY MDPSX=<.`>\4!A6X\S+V1K9O]\#"S-XQ$B8?UFC,6`QT[J$J`!]TERBLWDRGQ MIA3#L$*=Q&@<>%>165Q2-C;W3+R0%8S:VZ;7RH\37*Y24EO37.E(=JN7#>D` M)(,TK5!Z("D-X0H)$FP'/V7"Y\Q1"=2Z>/8>"2#?Q?L&$IQ??R0O,)$[1T-F MT4.VY]*%*<73<1OBWO%V^G"*ZOS3L.S8]O.L-_+;LZP8XQ4/X7\GX1',".\% M'J%UFOG=[!>^2@E:#M%?$1)?,/5,)$@R#V,O@FF#Q6/*:+BZ!Q^I:-<"7@0S MOV;1-8QZ4XVQE\X<,C5-M9)8H++!H!!1(=4J*[\*`%C*"!!U#R&!`S&;]/ M+*A=2,J.G*)*L:YGF\XU\]1!H>UP5'(06^5+V<>2Y7FTY,4%@>D5CRGW9+(" MT0F,Q/"`4T#S@\-YS]7'Y]ZY>!Q?#L9!0[?/I'D'DN6P^K\%O@@N2=N>W([ MD?:/`#QFVF;05NE:(AOBCH3'P_AQ"4&J]%TRM8,)2C9--;DQMK\V,\UWF&S1 M\=[I6?Q'Z;<4D5(P0=?XK*T%,3)1[0*0J)#>?/I>&!*TVS*6U__"%R,?TA+/ MN-RF["TOMRD[X61G='L*$F6,<1B]CAWN5@[<').%5L8%0Q7DSN3UVH MSDJ4,6&AAM@.];;X[^?K2U'GMAK2XKMO+GT^H6(_H_(W7-HV4&ZL,D[[JUE5 MC1'&_0;;4=+&.HCAC^1:J1]Z//7ZK[6WQKY(1]-?L!%V`VJ?Y)APL!DEU:C# M9HB9C)%Z)D`6#\C-^L94<>1;HG8T6]!I\Q[K<]R@O[I?4_W`)DE&AUG5A@>Y M:67D)M>=W1F?V.CT"AAN9!O!VU[/>)Y_/4YOZ5MP>]AI4-7K`.9"QF&\I;BH M^LHX2'9,5];`R4(9954LF@I?JOIYV_-@^&?R(Z\\P8!XY&&R3#-7^QUZ!>GA MKUH>M2S*F>0MW%]NS@`5*1$E+Z'%J%Y2WS3,E(*WB%TFXVV\`_:<.#EKJ^Q` M$+[9"@4?#)F+IG"[ZI+N^?#F]GI^QR0TDQD^BM%!U\Q"2:9?JLSIW MV'_;R,M/E__^RQ/$%/S[I4N&T4L[K`K5DLDM3&"Z[':8]*C#1I=Z3YY>K-QN7O8D MXV/HTS%KLMO.F1TIF'?7;ET&+MN/Y5E!7R7+6VFJDJ@)3ZXDGE`@5O*I?'./ M,5R'YZOYZ&>/`X%&^WZ!L*D<:XCW1$U%8(W5$LCYB2#&6$G]\/SMVVH+5Q`_ MC<#_$I_N.3]'"5R(F$YG7@,#LO!-I<>T,K/.EHTHML.8"E;]%F;&^1@V+ND5 MME/+`^.E*2O$O`J=NX;N+*5%X<];K]?7J^F.^76!:8#EX744CEL[&?EPHK/" M=^R4#PZ@J)\CBQH+&HWWR9PV)" M!+S29&%Z+=E$NW<8(`19V,N=CT?6;N?-KMV'8%?GL.Q>"VLH39FE@YP4PB;F M&H*_6HV5%.XW""R-+S9R?L4'WF]J:FV%3J)(G]+\_,`B+H6'8C%"X2>TG1Q, M<:X+DESJJPB^/?QE:%T.\I:`==%S:YSWZK4JK#1W7*&&`Y$=;DU4J<3[S))3 MV$PSV7C/[!K>P=9.I#*>%C"6PR'JL[K'V(`BK^^P_JDD]4D]%;WG$T^C M=P?B:JN@0/[$5).@8.S4E%IQFC0PV_=WKIB3RWP5STESC*U#^ER!/B]5+4OX MH%X7=#&^A76-*@]O;:\#5F,^$P5\X9/[U9'J#-*I96:)AM(/)",9\Z(0@ MB-IH$"8A#JHL1P[/1U&3N\1KT?)C0\/II];12=+'S=:+$+&E'**NX@"#%]6NKTI=9 M6N9TC.^H=NGC8?R$3N8C#/=G"-_+\;39NQ+.K6T=EK3\723KUF$YR2/X]2GM M6[(HBI8B`V"&H-%;\S%[NA4"H^:.>P(<1MDGU'SZ0KZ;4V^X);HXH&V>[>#_ M?5M<44!S-;[OWK@"IR>.I]HAG.=/Q;XOL![)H"?JV$0>1^[S:+*`"8H9#F=S MXCNP@^+`+W;D)H,O487;-.?)N2.+:2H\ZBO+6Z16N[O`(0Z^+D@G'Z_7G"/ZWY7@2;ZY=,(5, M^"1G*!P/^GT+2L4&:KN:3IDW[M8'P-PTZ6:U9>2B+U7G#L1H9?4J':YY[L;4 M"0VQPW@6G&2(.EZO_5GHO/2C67G\L]OM0M_N]VSG[M="[_6-\K(?R34C0P=; M$<]3[_!4MQ2'A9/=L9%85X8U\PS-RQ\WYX!>-H<(%W_P$A(#V;OW#T%YFZ9` MFOJ*0I2TVPN.95P,)+E`XPK6U]58E4S44K!_AVA>"RSG8@J69PHB`)90C4(A M,UXW47@@0B38'D.ZH0?*IH1,1G9"F%`W&`'JI5(U\@G8XLX=K_*3-3^E)./I^2^ M((D*,R3YFGO;[>,R7-)U3L*S$Z66TCY"VJ(\3)WRBX]WQ3*Z5ZK2=*#WP MT4$B&8#A.2"A[Z;\VD,3<:->0'=@-ADF8VJ?@=0UT)1;](Q('!JRUQ8`W(?O MSJJM__C?_R\QDM/O57\:&LU!_@RHT'(7B.#P7#.^S.'Z_)J.30%TVA6[M?#X MKEP;D_RH^F,A\:`9&3/USITE:U3`_$!IA-P7KE^Y!?%\.K8M,+..KWC?(UHO^626>,/9Z"WD5K"3Z\".G-YII+WP)^YO5G6 MR$0CDT^*N2H8.MXZ67 M`1CW&$Z]1&X$\#E$@?T-GJ+2]C_H6*^&GX;3Z><9"_'/L\D2)0,^SW#[\^LY M?&_EM(+WV$CUD93HL[B^D-[3V["%G#(,-E^NXRX&3^T:>NV=1C9I=1@+X@;C,\:HG&10TDWJ,Z!M!M6#.)-\I'_I\S*O-Q-F M9HV$"4>]HMZWWUL/5J(S0)SNC(NC M!0$(+"GV#8M"S&!-0N1>)7Y("Q"GU+7>Y)[2+\`&;88)6".(+("K1,VO!-[F MO43BR(=1QC;=KCY2#(BGKR/XS\:".2CX]BTL0U3$8%;8HG!);6,X4Y'8PN*O MS=8'4]IO/^,Q/8)S"#X79S.P^FZ9 MVNS4N1_74`2KO=J^5*P+U+R8H(<@`,.@,DB*X3XWPD."GE3]^0Z!46`A;^>? M)@O>@8`$FV`FRNXRF_#]%'[^6E%45W;(C,W;4[J^"42I]&%\!>"W$2V$H($( MO<);JUNE(J_LSYBL!)$MM_A-R#K1$;K`[V!HA!%Q>DU[7MYJV-:+4;!-8%_3 MI4]DK*JM;VHY\34R;-OJQWJ,./5;CRNL3^ER`M&90-`125=R&N=\><;)YC_# M*8BG:Y-)U@79C=;9NC#G>#4O&1`!P.4`>:%>%U*3_#<>'.JX?F&FFI;WTYMU MGNX?;^.SX;6$/:QA:38Y%!>PSR`//TQMZ`CZUO"7^%".3$Z+D;RIF,F*,S$C M!W5XBM>&!A4S,&6":NL:1R]XXL'1N=9/D]#8Q@ZL?Y.>/D%;D0\WML@/"9>9 MB5J%BLY8!35>--YDO+A+4`P)T:%?MFK_9=PPV&'U)UQ0$4=0)#5C2$C$PA&O M04]!!V5`V0>OP;-3A:6T%?V(FP?6X?8A*"7&;3F>G:*`AA-6?G[QI6`\[H##'?H0<, MG'2T]?;\O+P?D.NPA:!;/B+VC$J;U_@Q]"R(>_1#(MC9&.9Y"P=C@#$(@<#] MP0&;,L@(AAL4VT=4NH4)W MJ]<`='T`F@D8FP1M?C2Y_*IZ*BD7=I_'._5ZN$`"B%WF8]A]UO3CT_A'9\^O M;5C(5#Y1L`+L9_IQ.EX/KWT0*@TH"SQ;^&.5LQ/N%I)AR?Z)1QA"$#&LE/<* M(G[\K8_CVK&)0JY8^DJ4B0I8&J@C.!RZE[J*6\(O4D,#_[59`J@ M!`0K;%&\B,-?H-2P*!"4#ACF>2[M\FKQQ0B)J.EE@D3DJI?1EVF7SHP9M_#Y MX7'(D9>I'%0],V;H"DD'?MOINWAS&KC%^N:&)D?H0WC$(3;BP0`2 MZ6&/SIX-(7A6BFZX..:DL7>PPX]HQ+G&O^-`\?2VW#DS$K%A\1X$2J"_B2ZB MTDY1R2=N:W\-%M"[C]JJ]F55M65E.O3<.B"SPMRXY$P7=N;Y=3T`_;LJ5EYJ M53U":@N?*B=`Q%J8`R'16+UY(6;,B3)F/3A?NZO#&Q%OBOT*?%R+S5>H?I.[ M89Y)*W%EMC">4CR6J9!4[>I0%?)K;&&PTF8*X3*M`1A#\?7?,RJ%^:ZN4A3I]H(U ML0W=AF0+W@5M`5K>2$TB,1E\KBD%&]PZI>*;#17'\7JJ7I[3U#A_WCYS/KFU M*;M2<2[\,1'G)/>6)OM*9;W3TN!^6P+"05A/PP?+=1T_T*KN8E;($2:8`8,EU' M//M$N0@;E=5@"WD!.!!ZV4?5747!3KBL5ZK9]2L]&`H$%=5G:\$GQ^%V[CM>QP=SJ=M.XPR(!%W_8.O<2-:Q`CLO6*#MD M/V;M";'7;4@E*G_2J'C_>P=SXLO"8TA M33^6J*B`>DE_&VH1IYMW4`IOI*V$UG8RN%DCV().*!DYC@EYFDRC`W6&\0[JZ$T@R01-[VJ7WIU/C M>,HZQM4D19PCL4ZUM9HC+H05,1=F9K=,VQ-WTK1NM4"TK#O/[$)S=/)DUE<; MC6*WJL]$C1;Z>H((0$II'R&NJ>NO#WV6>RG-*;[,\9QCKA'_WK3Y^MP&X)`^ M2U$^YQLW8!2V51U)=)=>78A4$:\.XAE]HV(4%;X;6*_`J"P.*,),Q+WTF$<, MMXB[2@QF]ES!./&8$P%E4#)QR_/)>V$E]`J^G!#Q=/L!%HQC@GMO](DR$JNX MX&&?6;H0ER/DD$6(.-A!^#GE.NVT@^A@A\>F\5&$P!=VU03=:&ZI2`*(,HJ\"9.19XK5%%ELA/_2;_>[E7?`Q(,5D=175?L)X%Y M#EKK>Q3"#)J77ZS^4>BM_40XUWM4.>DVP*:;T:GWOGMB+U#3S8?':M(ICYOM MS-UCP";9%MQPI+D]>+41KMHH$6U,+8^Q]C#>P%0.0`HHBAV'OT`!0"@]4$[+ M%0+U`7F3FTCHC%;3ZKQOFW7!T\"]X[OC@82-H*_3=V.O24X9H?N@\9#&C`%0;%-UQIO@[)ZH"` M(9<[`@G5X<[8@4FN<\9Z9P1/OXH5`#6-/B!= ML^8BHER^/[P>K0W`#)L!LP8>4J[U8'I=3S3B.NDP6^WFD\WP:I$!2]H'$7/M MW69-4(/0*%)3,!N\K';6]QR:1XE1,"H@)830`4E0/\J91,ZN%D"/\AF9F@09 M#+O4Q6_AB2D`2N_5NUUA0_^YF!$E,]#_2W/8VJ1#Y(9[QHQ MEZERM+Y<3OZZIG9S^)'_'P:&^A\"S$X]F3!Q5,/9\!;Z@:=M*&%Q!_;-*9D, M0C188CKL,"1$N>*8\=ZE'TKQ!DHJRT0D_\L:=H;)`H$*>!UX$O*09EJPA_/1'[P])C_+/RR7JQ?_7P````#__P,`4$L#!!0`!@`( M````(0`ECJ!)=1$``-3.```-````>&PO@YR+!FB*@I(HFST^5)*ZV"GZOW>6SQE1Y"Z7 M2Z[<)(?Z:V]CN8\W_;\^ M+,^N^KT@--R-87NN>=-_,8/^U[>__M5U$+[8YLZ\,[6\QTCA*?^XR#8^::Q"=A%CCT8#X<7`\>PW'YLX8VS%C'B M&/ZG_>YL[3D[([16EFV%+Y&M?L]9OWG_Z'J^L;(!ZO-H:JQ3V]&3@GG'6OM> MX&W#VMN[X4U_G+W4B]]YO[GI7_1[ ML59N'MV/(@\>#V>NNYN2.3*7C"7KF]#G[J?39LR(010[+V;,_OA1!0 M<"5ZQ34<,_Z)A6%;*]]B/[8U',M^B5\>LQ>B'$A^SK$@(NS%03Q"M^.L&)K4 MIRL&@_@T8:]@GQQPR6`O5OMD_.N(3V2L&7^L)OR1L2(OJOU2-E8Q+PH<-ADK MBQ4:QW]+<6,# M3I8JJ>0,N'Q[^:XS.M4/5N9=(L-=50`K.+4L6E"Z%?5]N61_NLB3CAM:.Q&+ MK!+1CTHOU\8'RS&#W@?SQ]YWGF.XC%C^ MM:U'-Y[`!_L=+`?7OK6+:CO#BQJ[6OV,O`G`3]Y/'#RPX6)"ZL2)G3`W9E?'W%3S_ZQLMH'$W+Q2X(/-O:L(71XR):!B7! M7ES<+Q?WT;@(F2B*$J/+Y>*R!:/W=_.%>J2+>521`X7NCY?P1S'2MS/V1['1 M)?RW4,9I4DA352`S>[W08CL4P_/+^7Q^-;JXNKJ:3R>CZ30B>95DM.5NS&>3 M;5HHHZF(8`8(YI.K^<48@`RG5]%0G2*8`(#+V>QJ-IJ/I_!_I&3M(U#-Z:RO M.ZH(@::H(@2:HAJMG%5(7U(IL%^HN581`DU110@T136:/"F,ZJ7VJ"($FJ** M$&B*:K3R4!A5V(?77*L(@::H(@2:HJIL\IDH\%Q[5!$"35%%"+J.:KJL6MS? M+Z/=O^+,K'Q^'*WD8.VX\OP-K%JSD[D)K-OBUVZO;7,;PBK1MQZ?V+^AMX._ M5UX8PI'?[?7&,AX]U[#AX2"](OVWXDHX%(7SSYM^^&2M/\%@9'LBQAL/T=8( MF1)-V0Q_>CD=7DYGXXMX$:5H:,?<6'NGZ%TV]M%<`1H9MWS'$8=N-DB2#OEF M\(!%(0F?X!51J*-("UX`.9&FA.`5*GS,#T9$?417B/F(+A#T$5TAZB.4SK'B M2IG<>'LXCS\,\')Y-1S&>]"BXU0;1,"/9,QQ$.B:(I_<2XXPRKVFKJ^@+X7: MN!NS/]&>P1%/.5<4_>1<<,1+SA6B/M*\2:-+C&?;"4R>CR`YX)O\N!P,&"B^ M,,5S((*)/K%CB/AT3%CNJ+N%<0Y<436.L!N(7H#`>*0RPN:+FL3U!2$2'D8TD80-%@@% MSUL6#V%L.:>G#0K0\;1&V.?R>`B,`C_29=:6($K6(+"D69NV_9$M,K[?9NL: MV+Z_O7[>HEL#X7Y-=D,=N_.0/82#L.1AO(:)G\!891>-2R_J&;N=_?)A[ZQ, M?QG=Q!D-$;W*SN+R9W?1XBM_'ATF.F9T`-&/S7SK>Z&Y#J.;3*.#SS(\DQ(\ MH\20")XFXT]+Q@>>A/EH,CYL8#NYTV26H(`4[J*CPJ M$<`V9HH`@J`#`;O]-^$`TE,'`M@>2A%`@N8(`$Y%5C2I`[@](AL262R&\CFI'>0J+G-,.3"@"-ABR36%T2@\(.E993 M`$\J*%A"UU73\D9EFJ^-$"2Z@"%G!&2@BA%U68DT%\;,`50SG"'-8$C03JD)@R`1TM5Y/.$$>D8 M'=*`(.A22)0-8UT2B3'HTL@\%&-=$HD@Z%)('`E=$HDQZ-)(%`I=$HD@`"-: M%!)'0I=$8@RZ-#(/Q4271"((NA0216+2LD0.\+9IO(F*]D_'PTNI#=3>\Y:[ MDSHJ6S5!X-/+X^53O'2$8$2+*;26'@$X@WT2@VV>]IX\W_H)5IGLX]AK>,'T M^^R3^J&UQJ_\Z!N[!_,9UJ+Q8?KSMGRS%Y"D&QR'V4@1EF+*QX<#F'ZOSN#* M^6F`I3D17,^C53UW9_X@,^CN-C=#N"!`>OFG`RUC8#M,NGE@I:D;`\NY!(/R M4E`O%2/HF&):L02GF/APU(R;JX@?MIS0-KCPV*V()*O89*\?@)"Y&Y7HUT`[ M3DMV-HO[5Z%_]-BGD5@JQ7=/5O4QY?E1"RB8OHUUGKORT%N%NP&I5SR)W=>"P+3)MDJ:\C37CHGEOJ<7\S[:'8S51 MTD:KPYYIKD#K@O7O+]40W[`TKC@)KI+\THE7=91.H&_7J=YQV7X".X^LHN)+T=/2DAAWK;B7*C2[FZ.JB=!EE51+40D7 M_!!'*S0_:%C35)@[8%,I7C5TGG0FRH(C8LWA22C1VE(;Y4`;9AC!HZS+X2G] M20*4S3,J()Q$HVJL)NWJ+(

US3FM#).=4FXTFO%_L12L6PEI:(RI#9AR@"-X!2E M:LXL'"W<@J40EE8OAS.:74+:D@AQQ9Y"@[;7OM:\W$VJC)N)#LE%WC)'.SY.^Y3"US#[VB=0*4!5#"I19F7YQD6#[B"M<39V M_%Y:>MN<_`Q3#>BBIM1'W6K=E%!/Z@:>T!8MXH-0XQ8M'A&4Q=8B`E,'N0<[ M'%+TTL36X05)$;D\;Q4VX$MOQQZ?RAUJ-/*%P#?6KO8FPL7JHF"E0EE_X+$UM6G:A&@VZE[7TY8(V*JR MD79$H76J_RD M(V:C.(7)FMBIW](I";2E4L`1E436C;B\;J`"GQLJ*Q=EQ_R80>XY;<57%E;U MCE(1EAV\^^3JG)IJ7>/"07E#R>I@Y5N4X3IPZTB:U/Z2Q))1=O8AC*]6(93& M%MZH*L-6IW#_3\M91'"=;"R5N>I:SAIL"84E.RX'92VUY4(S0CA;L3\RU=3^ M=D&^;UCXP@FN%JEN\YW=5I*S6;`I/GA6U;FEE%EJ;P"EXVM#6-@& MI.6MA4.J0)PHTPJ1%/!L-E%O3XT"+1[<4RXI4BEFB]4CB9RD*8=AG9QRH%%* M:P"MF.IDC,:_D_X5G#4U`*KLQC2%$Q"2FZT`+)91G1D*W!`-RK\INN1(JD1N=45=H=@3ZY#-%`-6T-"K)'C9H6-IT47`N M`:EP[#X23KY4;5T(94;3C32*KTAR%4"IF:TPX+)VV9'8-0M[-4A*JMHXD]L2 M65(>O\>\<,.72&M3,*<55C)VTL6=FH-_="'V2KRH3@\1)X22YN3(5HJ:)7?] M#*&UIR"C8Z&H.Y4[$?!)AK2"GK>/HX![M?!)5?):H53S4YHK[<-50*_J[]-N MD*GXLS5TV@-,TC92)1)"&E9_]O!:T?'J1$&5:R.S08US5SVH`92'O@-R1><( M0GAK%9(4N_K@"M5]0WC`WZI\]XFJ4N=X>,FH(YZ$L%8`-A,?BJ]P'R2-J!2! MIXY/HB+P+^'HIE$WF%6,57]BJ?H^SPP+]@-Q*;)3*04+KRA)-JRY!U$]B1+!9%W`)?#GJ00R7():%;9 M$I'](DLED<4Z'LMB@T3$HD[AH[.$Q$2[0ZCEWNNX9@W_?'PM[VSWMLUR[1,V%E. MK_:6'5HN^\;L"7BQW@>AY]S%+[)?S@[W@F1#'+&5Y=H8W,:VX$2AKBVP$)1PA"M@6 MI%M=6UD1YJK$\%*.NK3R.5">F@CJ!<>5QI-S/!+D_5%2:\6/!C(^MY+X@CUE%$.(JM MY%&C63X1S/+82AXOFM]3P?R.K>21`GO(HRF\(>Y1%J,)97[VWC=#RW-00V^Q$#HT%TV7Q9*X_]1;0LS-#M!Y8&Q6!=/^\LPW7 M"#W_I?=@/H>9.1KTF:"Y/WI>QA&UP#8G1`#]R30VEOO8`UZ2)DX(8AMK=]//'?S8W MUMZ!9$I^ZEOKLQ=&)F[Z^>-OK,>G$*H8U@,@-]\$8?1O;^];-_W_W-]=SM_= M+\=G5\.[J[/IQ)R=S6=W[\YFT\7=NW?+^7`\7/P7PN_8;O#F>32]Z3^%X>[- M8!"LGTS'",X=:^U[@;<-S]>>,_"V6VMM#H*=#Z(2/)EFZ-B#\7`X'\P'CF&Y ML+X!(V\"&W[*3YQ-P'_,7[OIHR&PO=&AE;64O=&AE M;64Q+GAM;.Q93V_;-A2_#]AW('1O;2>V&P=UBMBQFZU-&\1NAQYIF9984Z)` MTDE]&]KC@`'#NF&7`;OM,&PKT`*[=)\F6X>M`_H5]DA*LAC+2](&&];5AT0B M?WS_W^,C=?7:@XBA0R(DY7';JUVN>HC$/A_3.&A[=X;]2QL>D@K'8\QX3-K> MG$COVM;[[UW%FRHD$4&P/I:;N.V%2B6;E8KT81C+RSPA,S*A/D%#3=+;RHCW&+S&2NH!GXF!)DV<%08[ MGM8T0LYEEPETB%G;`SYC?C0D#Y2'&)8*)MI>U?R\RM;5"MY,%S&U8FUA7=_\ MTG7I@O%TS?`4P2AG6NO76U=VJ^>?__J^5/TZOF3XX?/CA_^=/SHT?'#'RTM M9^$NCH/BPI???O;GUQ^C/YY^\_+Q%^5X6<3_^L,GO_S\>3D0,F@AT8LOG_SV M[,F+KS[]_;O')?!M@4=%^)!&1*);Y`@=\`AT,X9Q)2"M.69EN`YQC7=70/$H`UZ?W7=D'81BIF@)YQMAY`#W.&<=+DH-<$/S M*EAX.(N#UO5D"53,+2L?VW9`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`E>\,`U!!7?4 MYK\@A_J_S3E+PZ0UG"35`0V0H+`?J5`0L@]ER43?*<1JZ=YE2;*4D(FH@K@R ML6*/R"%A0UT#FWIO]U`(H6ZJ25H&#.YD_+GO:0:-`MWD%//-J63YWFMSX)_N M?&PR@U)N'38-36;_7,2\/5CLJG:]69[MO45%],2BS:IG60',"EM!*TW[UQ3A MG%NMK5A+&J\U,N'`B\L:PV#>$"5PD83T']C_J/"9_>"A-]0A/X#:BN#[A28& M80-1?F#R`Y+</(O?>155GLMSZ;!+ZGBA3>ZXL0C0<5RGKK7YKFN@Z".KV((JDG\BI*0$ZR*I(&WE;G MH+Y6(CGJ144>1&&X"(HD*WU385W]3`UY.F6IX#)]*T39F"*5R),&^->7[%IW MU8KT9\H52?7Z=GU*97&%$HGZV[F457+(X=P?;):D76W]9E"^ MR-)*UO+43*!<8(@.S[P*5@%4VFV.&9Q`R>Y5XK3UO[(UCZ9^L-MH@?[-Q*UV M7GOU1=Y^J[+C'UDI0&WHD^K`0P=1-R^9 M6NM[Z5O=R.(_D\3:4J9(U!:9`3-@_&` M/>MKHH:-K:%R>X261W\HT#95V5]5NEX$=&N(ON^B0*6V3]B9IY7LV M"6?$78:22M7E3B``9CT].+1#KV.AHIC%8HYWV`]3IC@C'LD@*7PD9=9703RG MB*>6<1KVJBETZT,U*T@X9WTE+<'>),UTSY4F,0UP)X`VA[XY(M'-%0H#AS>/ MR.8FR=FPV-[1)RU!%89\[J`_G) M[F`\`:-$8([0>PHJOQTA9VS8)3=B#/"-2#VEK3.09RS&*'EV.4;9/7K*;T?H M&1MVZ8W8`W/-FH5VBU8\#`_4"[QJ.]99]_==Z9X M$.%N!#-0'ON`@;'@SSRB,VK+@$8XN#BUB#;+##J=HT<@1Z`]'J:(;;X3,#(V302D!M%F MW:'6.;UR#\*;WUF)J<'N([V-5!BK-F(/;59K#\0`8HQ::?3#R3&ZL*W']+#_ M]\J-^CXAL(?[HSI$^R65Z!HCE`ZFNGO:M1%E9ZZ5YC)6B.HL8I'GM9?*MU+? M!7>;/FJNLWNXSNHK8=`#<,F\)F?Q/:G.65E[N3C!TG#R#)9;F?NH>=/(J[XO M'60#UTO]\@*_&PBX9H032#Y)V71OX.D.^E\B=O\#``#__P,`4$L#!!0`!@`( M````(0#-3D9W2`@``#\E```:````>&PO=V]R:W-H965TVC.]W.U<.:S^KQOG@[GE_OY M?_Y,?MO,9VVW.S_MCLVYOI__5;?SWQ_^^8^[C^;RM7VMZVX&'L[M_?RUZ]YN ME\MV_UJ?=NVB>:O/P#PWE].N@S\O+\OV[5+OGOI!I^/2=9R;Y6EW.,^-A]O+ M9WPTS\^'?1TU^_=3?>Z,DTM]W'4P__;U\-:.WD[[S[@[[2Y?W]]^VS>G-W#Q M>#@>NK]ZI_/9:7^;OYR;R^[Q".O^KOS=?O3=_R'O/EP]WO4#_/=0?+?I]UKXV'^GE\%0= MSC6H#7'2$7ALFJ_:-'_2$`Q>BM%)'X%_7V9/]?/N_=C]T7QD]>'EM8-PK_20 M?7.$)\'_L]-!YP`L??>]__EQ>.I>[^?>S6*U=CSEKN:SQ[KMDH,>.Y_MW]NN M.?W/&*G!E7'B#DX\F.;`NPMWLU*KFU_PX@]>X*?U\NDIP&3[=Q'0;#3SOXE]>A(%],5"$RDYO/KF1IAAI%TLBG%K&T4-O- MEAHETLAC04NE"4R'^^AN_G(*;=U![?]\9DTY>%U4I194+*KB@;$7;+-DI,6)_E?T+8%8M(2EB7 MS2HC[)H]-\>LSV=58-9U>1DL":U\YKLBM(,F1J(!I]^U:&B818.M.S`F?A\- MY;!UAYC=3OO!E&),*H=MJ!BSHHA@DOM-,;EF\\TPN66IE6-RS7*GP*2W87Y+ MPHHH$-:9QI(@P"WB6A`TS(+`4C,P)B8(DW-3&3#G\A`0DD>`D"RR"285DRK% MI,LR,B,D7%'30:IJ%@1U)@3$Q8?!= M-ON0L!Y;>$18?H[%A%4L;1/"NCP8A'78V(RR+`5RS'H;IFIAV+79^VN4UGWF ME82^X7E0$7KE3X\F4=&-);HZCN>$AFDTN&:!,1EFYZQ9L$)"*X?O#$JOV-)C M0CMK-CJA])8%.Z6TRV-":7X@Y(8V:;;E^Z#`@WV?;\V2T&K#)EYAVMOZDV@D M*'#IQD'A6T73-#APA6$*!L9H#`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`@[+9&FOFX-KVEH6D:L(5RB6%8% M\-&\KE5&17:BAI8<%QP))!9((I!4()E`;S%"I2Q0I_."B022"R0Q")Z M.=/).5R(^4,R:SZ&(1=((9!2(!5&Z*;4_0=2QR:5Z4N(*AO4G0S7*F.%5>%( MI#@2"R012"J03""Y0`J!E`*I,$*D<%F/Q1.EY__OI_B#%9)$()%`8H$D`DD% MD@DD%T@AD%(@%4:H)/I6C[)#2&)N_31+^,>H@3OV!F,2AP*)!!(+)!%(*I!, M(+E`"HOT]89MPM*RXVPKC%!Y8.%"'G\%34:_/;ZXFF?=^4:<:(,5SA@S;D(B M81,+)!%(*I!,(+E`"H&4`JDP0B71M\R?98RYA<+_]LN@*U^%N<9J$B`42"20 M6"")0%*!9`+)!5((I!1(A1$J";M1BTTD;]9J(S?1>+<>TS*$5T;,/7%$(H'$ M`DD$D@HD$T@ND&)`S%=V_)9<"GO]@HN=K9''O*]BWBDXU9>7.JR/QW:V;][/ MD!LN["*+FO=D`G4+W\K#:AE>P/LS/;ZT!+S5\K9[J?^UN[P!]EO[75WA1J8:W"J!%FL^>FZ8;_X`'+^VK3P]_ M`P``__\#`%!+`P04``8`"````"$`YDQV(0X$``#!#@``&@```'AL+W=OR*Y!0F.8%BPS3Q"3A2^L:E_HDC M&&QT1GO5!/Q1:"=RCNYI^2=][$ERN98PVQ,^)*8I/`E^M2SA+0"91Q_5]9&< MRNM2'TT'DYDYLH8373L25GH)'ZMK\9V5-/M7B*S:E7`RK)V,(,S:/AP,[8DU MF7["R[CV`M?6R\LA0+!5'G!M!W\ZCVGM9"8[^70>L(2J4.#:AO)R'DX]&*[M MX$_G84&_B%F%F7FZ>3430_1(U5MN5$:K14$?&JQ7Z`)VB_CJM^86N*Z[JFZ- MML^@VV,N_\'UU2CH(`;T?64YMKTPWJ%SXUJT%B+(]RD:VB-5M&E$O(&Y:Q># M+08>!CL,]ACX&`0->,8V5`,[-(HFL%`"!I2MK1V42ZY=4R*.U1)-)^HCUET) MKDY783DC5&>W*QJK#]IV%3!=CBKRNJ(1"F?7E4`XR,^^3S0VU8?Y?2(3B8*N M"`5TZ%$@2=@C>99'F4C8Y/HFDF/8/.4V=FQ+S6R<8;BWODWZLN=8G?O.`A02 M*7<,7`RV&'@8[##88^!C$#2`?P^@E7Z0;6C-A;+M/Q8&/[U('RC-2Y9CM3CP M8GNZJ#:9M1")_0DMFHVP/4OG8K#%P)/=HX:A(X(UH M#D!\IK1L;N#!1GOX7/T&``#__P,`4$L#!!0`!@`(````(0!:.FP(G0(``)X& M```:````>&PO=V]R:W-H965T'(A:Z+A51:^:B4CF0VJ*W\^FX5^37B# M'<-6OH=#Y#FG+!7T5+-&.Q+)*J)!ORIYJZYL-7T/74WD\=3>45&W0''@%==O MEA2CFFZ?BT9(B5V[[<2J%$KCV@\YW0VYHW_L8'IB3*.%1@ MVHXDRV/\&&S3$/M)9/OSB[.SZCTC58KS)\FS+[QAT&PX)G,`!R&.!OJ<&1,$ M^S?13_8`ODF4L9R<*OU=G#\S7I0:3GME0JBH(!/\HIJ;$8#*R:O]/_-,ES%> MA-[J?K8(YBN,#DSI)VYB,:(GI47]VX&""Y4CF5](EB#SXI][\_4J6(7_9_&= M(EM)2C1)(BG."*8#&BHRL*6DL-^M'`;1#(56!]28+->AGY M+]`F>@'M'&B#40>:#Q'[*\*TRO"F/8,/RCIY4'1/WE6%L0Y5A*MAAMTM9#%$ M["<0(T@Z`?E;ZT#G8E*GL<886+I&0+?&2AUH:<_:]&(_-J0]PR`IG-=$T9!DEA8">2&NM-I>$HJ0.M[=B,6KWO^T;3DD[[!JK" M257&>J/J?J3*@9RJV="W_X<+>K9K)@>U95"E%Q:NSE3J+. MZM;3#M:3O>-^YX"MT9*"?26RX(U"%I6:9.F:1_/)G&(11Q'MBGMO]^U32`)2.U>"+X^/N?> MOI[L4(Z5)4Y!:-#3#;U3A^]7G M3\NCD'M54:H1,#0JPY76[<+W55Y13I0G6MK`3BDD)QJ6K5E)2V$.\]J,@ M2'Q.6(,=PT)^A$.4)-4*2;0UUOX93DG?<=G%%SUDNA1*E]H#.=XE>USSWYSXP MK98%@PJ,[4C2,L,/X6*38G^UM/[\8?2H>O^1JL3QBV3%-]90,!O:9!JP%6)O MH,^%"<%A_^KTDVW`#XD*6I)#K7^*XU?*=I6&;L?F2"YJ4()?Q)D9`:B)9,`FC&*,M5?J)F;,8Y0>E!?_K0.&)RI%$)Q)XGDC"Q)M&\2S] M'Y;)B06>'4OD16DN*=J(D.19-X M2+B^ADRF0\CF!N2,&"0!5=](PD3!"HSZE8=G!FO/VH&FMMG&KTTO,-"8WM0P MT0Q#HGV-D7=K!^IIN$#JNI%#S-[JB>>3H9U>-`4^O7>$BZO?%@FFO^\E9T@VFB5W*7 M!KB9<*!>:2[@^G7QVE7I+BCW0K9D1[\3N6.-0C4M828";P;>2W<]N846K7TU MMD+#;6/_5O`5H3!\@0?@4@C=+4Q1Y^_2ZA\```#__P,`4$L#!!0`!@`(```` M(0"T"PB4M00``%80```:````>&PO=V]R:W-H965TG>D'6FUVLLS(4Z"&G`$I-/S]UN^`'8Y MDYY^Z$ZJCJN.J\H'W-O/[TWMO-&NKUB[<\G"=QW:ENQ8M>>=^\_?+Y]6KM,/ M17LL:M;2G?N=]N[G_:^_;.^L>^TOE`X.1&C[G7L9ANO&\_KR0INB7[`K;<%S M8EU3#/"U.WO]M:/%42QJ:B_P_=AKBJIU981-]S,QV.E4E31GY:VA[2"#=+0N M!N#?7ZIK/T9KRI\)UQ3=Z^WZJ63-%4()VGM>>VL/(NVWQPIVP,ON=/2T<[^031XL76^_ M%07ZMZ+W7OOL]!=V_ZVKCG]4+85J0Y]X!PZ,O7+HUR,WP6+/6OTB.O!GYQSI MJ;C5PU_L_CNMSI"#QO90&2U!<5CVA34MN3H+QPN%@'='JQO>[**DJWW!F4J%2B5 MH+7K3*#`1&0C@I>*Q\TU@P?,)GJP:4QOZ4]LN!>Q,1.E-F)I(K('"`3)'T#" M*8I!=VG0'8O&K=!RK1Y0M-44050@E:!0M)R7),.&7#,82:%M3VK$O3L7MC`U M`Y*O47()6HF&)KYO>C/=&V)O+KV"N$$+)ENC-=:"6S&=&"5,)2@4=,(P0G1T M;Y`@;SYZ^<'5)RE^2(=;+3K$3)A*4"*K$Z^7RR`V$9F.B&,_3&+4WEPB["HE M!BUQ_K0!YUZ+'CI,J02-U4+#F^E>NUJZERSG;1FEX\^K62/&3G*KQ0UE3R5( M3DUD`%"&7`+N'!)X<&BO< M1.&VZ*'LJ4+),QB&*'>FW+,^Y+K%:!?A8CKWRZ(CM=94A'ANO:R6"+)SYWR9 M9V]BXU%.W=>GXIU#0J M21+Y^@\Z@1F1"W2"FL4DR.7R"4&IIH@@$I.4*-1$,$I6:_T'=3-3"W2"/Y)M M>(%Y2E#J*R*(GRT#2+29"KXA."2E6-$N&G8TJP]I)XI1\XWR*H M:;$BJ%D,@L%S=19N/#TQFM9T1,T5)*C-F8+,`Y;K%I.2J=#C.`6/E#E!6T\5 M:LZ3699<0>)#]YO9.7HH9V9YK1NNZ=DMU:.-4$ M4DU6>:U,X5HIKF;>Y(#+WK4XTV]%=Z[:WJGI"9;ZBP04K9/W0OEE8%=Q7SFP M`:YYXN,%[N\4WO?]!8!/C`WC%_[J,_U'8/\_````__\#`%!+`P04``8`"``` M`"$`B[9VX'4#``!U"@``&@```'AL+W=O&UL MC%;?;]HP$'Z?M/\A\GM)'$@("*A*JFZ3-FF:]N/9!`-6DSBR36G_^YWM$.PD M4OO2DKO/WW=W/I^]NG^MRN"%"LEXO49X$J&`U@7?L_JX1G]^/]UE*)"*U'M2 M\IJNT1N5Z'[S^=/JPL6S/%&J`F"HY1J=E&J682B+$ZV(G/"&UN`Y<%$1!9_B M&,I&4+(WBZHRC*,H#2O":F09EN(C'/QP8`5]Y,6YHK6R)(*61$'\\L0:>66K MBH_0540\GYN[@E<-4.Q8R=2;(45!52R_'6LNR*Z$O%_QC!17;O,QH*]8(;CD M!S4!NM`&.LQY$2Y"8-JL]@PRT&4/!#VLT0->YCA%X69E"O27T8MT?@?RQ"]? M!-M_9S6%:L,^Z1W8NX8/`5(.8[<\\Y[YR>-C342'[:.M"..P:SVUL+FAGM]+9! MQIF[SN3F]+3346UM[6FGZ:*G;4&M=F]S\ZM3'T:W6^:C>MK:T\NX4CG/?:M(5DC)T/7XJ>H MS_]PK[`="^\<]!;EZMAUQN+KZ!DPHF-'@Y_/H.FQ1=G3WCL1N>?$T:VA?/WQ M68-'ATWO7&U;E)NG73>2Y_A<@>ON`XW9HER=ZS@9](D_0\R%-$MN%]+(,,F2 MM#=,X-(W1S*R31I-!I.T13AYVEO>WHT5%4>:T[*40<'/-'L8>=`]X"#3G2'T0<62V#DAZ`,IK,H0C"/AOLA^*-N>9V7,$K MP/P\P?..PGT630!\X%Q=/W3AN@?CYC\```#__P,`4$L#!!0`!@`(````(0"' M\;4WR00``"02```:````>&PO=V]R:W-H965T_Z3,@D00M,!.QF[[^O9PS$8TBS M+W<;V_BS_8T_?JP_OQ>Y]Z:J.M/EQA>3J>^I,M6'K#QM_.__/']:^%[=).4A MR76I-OY/5?N?M[_^LK[JZJ4^*]5XD*&L-_ZY:2ZK(*C3LRJ2>J(OJ@3/45=% MTL#/ZA34ETHE!WM1D0=R.IT'19*5/F9851_)H8_'+%5?=?I:J++!))7*DP;J MK\_9I>ZR%>E'TA5)]?)Z^93JX@(I]EF>-3]M4M\KTM6W4ZFK9)]#W^\B2M(N MM_TQ2%]D::5K?6PFD"[`0H<]+X-E`)FVZT,&'9BQ>Y4Z;OPO8A6'T@^V:SN@ M'YFZUN1OKS[KZV]5=O@C*Q5,&W@R#.RU?C&AWP[&!!<'@ZN?+0-_5=Y!'9/7 MO/E;7W]7V>G<`-TS[?_7[-"<-WXXG\R>IJ&0,]_; MJ[IYSLRUOI>^UHTN_L4@T:;")+)-$D*9K5].Y&(F9O/'60*LR';R-6F2[;K2 M5P^.!V#6E\0<-K&"S*:%^11&F1KG%^.U,6"NP?JV%8LH7`=O,)6T#=IAT-+W M^B`6$8]$W$("J*0O!YHDY71E&*M;QGS&BL"0I9V8*3TF!@7H6,7)P=!I&.B<'I>.Y@=;P9Z\.I8A#!(`8'X\G!X/T8+^\GG+-^ M,"BR4Y7\(,>=U^P\/91&K]F.$#J-=P#,Z<0@!'YRBXJICS#ME`#;Q4L@:VJ\ MO(2(X$C("P*J+937U17]P)1/QH":)" M5K5C:G'Q7&'JF44Y@3Q$D0;J)S"*,DLL+L[_2P_<(X?G=;"K;52[,ZSKN/<. MF'6EB,N$0'5Q9SIDMM,@<\N3/7GM>*GSCO:*$;&BS(ZI5<1.[\XFV?ATXOJU0]LR@O#W96=B+4 M[RRUN#@C6D29'=.BP<[*3GGL2P";?=Q[!\RZNC1@%I7G$;.=/EELSNRXTYW` MB&J1QR[WLN9A1=KVB-GUKJY#@[NLVT4ON;P&\$=)TX`7\KQ5;90U4G% M*L]K+]6O)3S$2&BFM^+'@)U8[>RW`&:/X2.!M0>]`U[=+\E)_9E4IZRLO5P= M(>5T\@2+7.%;/OYH],6^E>YU`R_M]L\S?(U1\/HYG4#P4>NF^V'&UW_?V?X' M``#__P,`4$L#!!0`!@`(````(0!D2"EJ"P0``%T-```:````>&PO=V]R:W-H M965TV(K5T^0I*AMS&Z!+5`4 MN^VSXRB),;856,YD^O=+BK[HDG;ZDL3D$7E$2L?,]L-;57JOO)&%J'<^FX:^ MQ^M<'(OZO//_^_=Y$OF>;+/ZF)6BYCO_!Y?^A_V??VSOHGF1%\Y;#R+4IR&\5KUL*TO`R:X&_O!17V4>K\M\)5V7-R^TZR45UA1"'HBS:'RJH M[U7YYM.Y%DUV*&'?;VR1Y7UL]>"$KXJ\$5*GX"F`2/OML8`= M8-F]AI]V_D>V25GD!_NM*M"W@M^E]MN3%W'_JRF._Q0UAVI#G[`#!R%>$/KI MB"98'#BKGU4'OC3>D9^R6]E^%?>_>7&^M-#N)2[)10F9X-.K"CP#L/7L37W? MBV-[V?GSU72Y#N=LMO2]`Y?MCQ(0([63-&NS_;81=P^.!^24UPP/&]M`Y&X+'8]A4U#;'-$?$:X6`5T) MUM<]B^;1-GB%,N4=*";0D^\-H)F)2'H$E@KCIIHA`&8#/=BT1J]G@5:3Q6II M9HA=R-Q$)`\0%B1]`%D,40R>\X<\T0J]U@H!U7H:(JBMQP1:J%YC+1+;D&H& M(RGT2RN.ZMT\'%J%WIT/6QBZ$*U#*S=A(M7(R=IT)H;3JF^J.\>H!CTXVAJ] MOG=HM6DQ,W-,F(6B-;.:DNA.FY7N^PFKU4-6:+5968ECPA"KB>5,#*=-RW". M*XUJK1_R0JO)BT5V16(":2?(-J2:P4B*;Z+Q]O%0-0"QJQCDQC>F77/TMZ+BJY+#`/=U_C8UTBY'6)6ZKA# M:>5P+*EN,1F@^KEM8"2*[\A'A](ST[K1DNH8,S,JW(/,)'RZ=K!H88EXS`C5 M=<,^E8GAMAJ9#DZG&RAV(R.G&Z2%.K-H974Z9KU@XOO)RIP83L;LJSJX'6*H M>+\@1H)H$'/DEA&HDY"5J7J)Z76(]6L=8BAZ(['^$L,@8E^H:.T<6UTPF57' MI`M!=*TZIH/3X8-J-_)Q.DAB:!;*.5J&8C)KP$B8[G8*U3L=8JB"([&A4"2. M)J%1I$EX6*^@>*0FS.*;&&Z+;3HX'4*HD`\(D7#JA.#V6?6/8;#%_M*[FX7. M83+<]N7$L1A7*XT@1:`IEV;#BC=GGO"RE%XN;K4:3??;P4K3=8S3M9J/!P?, MO-?LS#]GS;FHI5?R$RP-IVLX90V-Q_30BJL:WPZBA6E7_;S`WQ@.TT\X!?!) MB+9_P*(-?XSV_P,``/__`P!02P,$%``&``@````A`',C]J`\!0``2!<``!H` M``!X;"]W;W)KTWR'*_9`3 MT+0"1@,YG[2UM0_7:0@0E<0H28?.VX\=XQ`O1S2]:D95OI9_Y8W\??/G'ZLK MJM^:4YZW$LY0-6OYU+:7%T5ILE->ILT,7?(*1PZH+M,6?ZR/2G.I\W3?/52> M%5U5ETJ9%I5,,[S44W*@PZ'(<@ME[V5>M31)G9_3%H^_.167AF4KLRGIRK1^ M>[]\RU!YP2E>BW/1_NJ2RE*9O?C'"M7IZQG/^T.;IQG+W7T0TI=%5J,&'=H9 M3J?0@8IS?E:>%9QIL]H7>`;$=JG.#VOYA_:2:(:L;%:=0?\5^;49_"TU)W1U MZV(?%56.W<9U(A5X1>B-2/T]0?AA17C:Z2KP5RWM\T/Z?F[_1E]- MB\K_J4B[I:))]%L2`P_S%M=GNKG0%LLO9)G?LN#_RX:B?WDHRUN2YWN2K\]' MPWY35XCQ=$;Z\\Q<+.9+\VFZ+UKO+I[;E^>DT%)U);;2-MVL:G25\+K!69M+ M2E:A]J+AS*2X\P5NLHQ$?Y!P)\*XP?3G1C-U?:7\Q/V2W41;463PBMV(`DBL M$0F?Q!Y1@"3.B(1/XHXH0!)O1,(G\4<4($DP(N&3A)\JHD\5\8@"#"09D(@E'1DO!Q8!TWU^$CK&GB)PI(G>*R)LB\J>(`B9BAH0,#*8KM'4T111/ M$26?B+B:XKU_K*8$!!8$-@0.!"X$'@0]!`$'(P,!;H96B$9&I/_$K M+QX1"9F23T28/P6L9;TSWS<'4GX$_5&1V9Q-]H?+1'8W>W;,@ ML"%P('`A\"#P(0@@""&(((@A2`:`,^MIW"R"H5D&L&-+17<[=A!8$-@0.!"X M$'@0^!`$#`PJ:ZB@LB$3L=TS@B"&(!D`SC-R%86GW,'1AH0%[S2^E;94-/`. M`@L"&P('`A<"#P(?@H"!@7>F`8[D(1/UWD$00Y`,`.<=OOT\\HZ$!>_`26U+ M10/O(+`8Z*X8&O#>YJ)P"W!8E$W6AB&J8(C6\2B M3!XST,GA^3491N^CXLPGM\='[G=QP7YPO-W>5`/_!6+UA(P5?`G97!#,VNF# M;-JN0#R!^`()!!(*)!)(+)!D2'@SR5WHP39`KMAB+X,3_O:FFM/;L'8O7'?F MW?%A`ZP$BP^K(&SS8=@Q#A<&QQ:7"\)Q>7V45G_22IA_1=*'U1=DF/ M>9S6QZ)JI'-^P&=1=4;>V]7T32C]T*)+]V[D%;7XQ6;WYPF_L<[Q+5B=8?$! MH99]P+53^G?@F]\```#__P,`4$L#!!0`!@`(````(0!NT7(4`P,``$@(```: M````>&PO=V]R:W-H965T0# M`@$1JD+5K=(J3=,^GDWB$*M)'-FFM/]^UW8(<5*VO@#Q/3[WW'.=:]:WKU6) M7JB0C-<)#B8^1K1.><;J0X)__7RXB3&2BM09*7E-$_Q&);[=?/ZT/G'Q+`M* M%0*&6B:X4*I9>9Y,"UH1.>$-K2&27JL:*TLB:`E4:!?%JR19[8J_0A=1<3SL;E)>=4`Q9Z53+T9 M4HRJ=/5XJ+D@^Q+J?@UF)#USFX<1?<52P27/U03H/"MT7//26WK`M%EG#"K0 MMB-!\P3?!:M=X&-OLS8&_6;T)'N_D2SXZ8M@V3=64W`;^J0[L.?\64,?,[T$ MF[W1[@?3@>\"930GQU+]X*>OE!T*!>V.]):4EY`)/E'%]!F`TLFK^3ZQ3!4) MGLXGT<*?!F&$T9Y*]<#T7HS2HU2\^F-!04ME2<*69`HRVW@X">,HB.;_9_&L M(E/)/5%DLQ;\A.!X0$[9$'W8@A4PMR6T.KJBP-M4H^\TW&P"N1)67S9!',S7 MW@O8E+:@K04M,>I`H8O8G1':71#2J8$:>VK.2?6JFW0>N83;,63J(G;O("X0 M1P38\(X(O0I]ZQ6UB)9NCJW%S$S;M%V[WH*38N:D,*Y/_1)=*3)MV_>#BXI6C`4Y>K\RA!AT=:8@'&BQH9C0,6]R/7>0Y"N;_ M5*"C(P5#QRW(*K@9R-LYP6#6B7=$+!P1YR.G5]WD\6Q`O[68-O>P?"=XI0/Z M'KB\>^?4>M5-'<2AWXDW#=Y:4)O[8J_MOA.\4C:\G>_DUJMN[C@:IK:8*V5? M"3J.PTCNYQZ>/!-V18`!P<"`%F7/_VR@44]]7)N0JZ`(SWAASH$Q$'5DM4TARV^I,%''MA;P+[H'AC M1M>>*QCLYF!/`)QSKLX/>AIV_P$V?P$``/__`P!02P,$%``&``@` M```A`,/=.%VI!```N!```!H```!X;"]W;W)K@$G(+R4Y'9RV/:F5JJIW?2;$2=`"CH!L]O[[CAF# M/<:KWLMNF!G/]\UX_`5G_^F]*KTWWK2%J`\^FX>^Q^MO"__?,RV_A> MVV7U.2M%S0_^#][ZGXZ__K)_BN:UO7'>>9"A;@_^K>ONNR!H\QNOLG8N[KP& MST4T5=;!8W,-VGO#LW._J"J#*`Q70945M8\9=LW/Y!"72Y'S+R)_5+SN,$G# MRZP#_NVMN+=#MBK_F715UKP^[K-<5'=(<2K*HOO1)_6]*M]]O=:BR4XEU/W. MEED^Y.X?)NFK(F]$*R[='-(%2'1:\S;8!I#IN#\74(%LN]?PR\'_S'9IM/:# MX[YOT/>"/UOCL]?>Q/.WICC_4=0Y3=W^+Y.R^NMPZV.Y9+O??_G\6YNQW\Q6H>K\,% MBV+?._&V>RGD6M_+'VTGJG\QB*E4F"12219`4_FC>;2)6;SZ_RP!,NHK^9)U MV7'?B*<'XP&8[3V3P\9VD%F6L(RAE;ET?I;>/@;,+5C?CFP3AOO@#;J2JZ`$ M@[:^-P8M:$3JB-`A`3`9Z4"1!IV!AK12&JN80B08LNT[)JFGAH$@0)$.!&F% M73%J6,=;"P)CEAK",!"(I1-"6@\^T!K;!+UD%@8&;52K+6]*O"OM)>@P44:! M_8XNPG%'I7?"(K)88-"R9[%84V=J.N/EZ"0<5H3#L(W2.L'6@]"/7()!B&UO M06HZUYH8P5X[L:5U@JW9(S8&J;I78VF],R7.S>@DV%+9]6D:ZI96BATSN^48 M@]`Z.2*;/J9/'T&&X^=`EE:*O&%VPS$&D=G2&OK4]*YUOP@V`^5T@/=F&UVG MP):K((2/]$ACY=2KUU)XJF%#UQFJCG7@;-U048BO`10\IAAZX]YS)I5FNNF] MV:[>FJE$!2&`12TE3KV2UBXUR`&.TD1J7]HCQP;]DKH>3]!-[^J#J6-NJ>O- MM';0.EV"VGJ4,RQ^QB8$B-L8#=H`*G?CYCMU3BN&8D"U3!>IMM]T+[=Z-67@ M%COF5#OK:"L>F@K<,)^BFILW@;62<<-4`XH^,&:$4 MW++'IKH'4V#+CXI24["PW"EU&U\(E(%;_IA#_R)KSA(5I`A$$P*F`LZ8;B$A M$+DEL#=/#H*EL8F*&@Z"+8*66XL49>!6P'[]\P8 M,[4%F$2Y)Z]#>%'$ZU7%FRM/>5FV7BX>-;SS1_`Z/5KQ@IJP71+)^X1E3^7% M5=J#T0'7R7MVY7]FS;6H6Z_D%T@9SM>P)PW>//&A$_?^IG02'5PD^X\W^(6` MPY4HG$/P18AN>)``XV\.Q_\```#__P,`4$L#!!0`!@`(````(0"=--@3Z00` M`$T3```:````>&PO=V]R:W-H965T2C`9&O3O2CK1:[GXE*N. MZW(`;S]]%+GWSJLZ$^7.9].9[_$R%8>L/.W\__Y]F6Q\KVZ2\I#DHN0[_R>O M_4_[WW_;WD3U5I\Y;SSP4-8[_]PTE^<@J-,S+Y)Z*BZ\!.0HJB)IX&=U"NI+ MQ9.#VE3D03B;K8(BR4H?/3Q7O^)#'(]9RK^(]%KPLD$G%<^3!OC7Y^Q2M]Z* M]%?<%4GU=KU,4E%NI%%7RFL.Y/]@B25O?ZL?`?9&E ME:C%L9F"NP")#L_\%#P%X&F_/61P`IEVK^+'G?^9/>?/5]/E>C9GX=+W7GG=O&1R MK^^EU[H1Q0\T8MH5.@FUDSG0U'@X#3=+MEP]]A(@(W62+TF3[+>5N'G0'A"S MOB2RV=@S>-9'T#RZ0T%N4VG]69JK34"WAM7W/=NLY]O@'=*4:J,(C9Y\KS,* MJ47<6LCL`I&.#9S18-,&E:LTZ&I)'49#$XM4[+#H30@)2(-!0J5D/NLR(%&H MGW$XR,#"HH-&"U4_F;?86""Q%J.Q)+KS@7F72(AE'QV--JH8D]6&,HDINNY0 MP@*:<.3$$AVP6'6>5&-$:+1`%AN+8TS0.VE?#4DLEEW:)3H@T1\'2:"1)F&! ML0GV_4CRL!Y2,"HOT0$%*]\1&FD*;#6C:8H);!2+T)#/!VLFUWTF)#J@\43C M1&B$-&P.;HPP@-FU&1B)D*C-8&-%B=#(&`%C@<1BH+LCP13\<."TE1'.7*'Q M'))G'(ZA-CT8.FVEZ[SJ^TDU8DSA92\/E(G4)*O0)A.4+(N)/7@,K323C07' M%&9]E2@3J4\6$V/X&,J7Q<0:L$A;:286&A.TSQ>E,2Z'S*F']@1J*TV#+6TM MHKA1.DIE7!/A,>^8`69-H;8RN[)50OO)QQSR9_8"JA?4P7P4]'V%^J><['PS M7JMZ@WCC6L><8F>E,M)6F.I!YYE:=Z_O'%)GGMJI=5:@B+D%34^B"?8[::T= M_MG)7Y`Y(65!U[%[! M7*JXZ<<8^R]$*Z/_S!4:1\J6I3A&Y4-4M0?]KJW,>*T:VOT>.A3.C.=4.+O? ME1,Y7[+&$PN-*7JGU\)QB5/PH,J]+YUG%$+D8?>:=H%@KT@T^PYU,SI>?D\, MGO"#CM=6=UBT0D?'@;(8U[P0MY[67BFL)KQ@,)*Y; MQ=N4"&Y3U(U$T`%PQW%)3OQ;4IVRLO9R?H2MLRE\K'@57H?@CT989K*PY?QK,I&!^%:-H?4KB[B[#]_P```/__`P!02P,$%``&``@````A M`,MG7>Q7!```H@\``!H```!X;"]W;W)K.JXZK[`/>?OXH9/VF+D(T'F0HUI%UN M\V&4OLC26BIY:B:0+K!"QWM>!^L`,NVWQPQVH-ONU>*T\[^P#0]G?K#?F@;] MFXF;0G][ZB)OO]79\8^L%-!MF).>P$'*-TW]>M00+`Y&JU_-!/ZLO:,X)=>\ M^4O>?A?9^=+`N!=Z22ISJ`3_>D6FSP!L/?DP_]^R8W/9^;/E9/$RG;%PX7L' MH9K73*_UO?2J&EG\9TFL3663A&V2. M/#@>4%-5B3YL;`.9VRVT.OI-06]3S?ZBZ681R%6`ON_9:C7?!N_0IK0E19:T M]KV>%%)&W#%TJW1>CH``E/7R8--(7J="HU3%(O"61 MUQT@C8YD.=DC2T(]<0&.`%+TA11U!Z*C3P=B2:BX"W`$D.+ZV\6YT6@@.CK: MN3L02YJ;@ MIFK.0P2_2?2=&NK%(X1CA"K0)O=`@?7`9Q-!3MF>41?A#"%4@78Z1P&>B#5" MVH/Q1#J[-!,9_1[IHL,/$H10-=KB'#5X(M8!J9JU4R]BG4]V]>(1PC%"%6AO M>Z#`6M^SB2"#;"?B(IPAA"@([Y@HFH@)CSS,]2UCEH7NR`CA&*$*8-P/)A+J\-,OE9:%%=AU`\(QARK0QNB<"3P1 M'7X^$L2JL4\E^\`H1'T6L;G`RBC&B;$=;\)1<-$3!HSA&LA.4%.90 M4T?C.)Y'#6$MM@PK\1X.7I8LIQG/3PUME241M"8*],N*=?+*UN3OH6N(>#AU M-SEO.J`XL)JI9T.*49.OOAQ;+LBAAKR?DBG)K]SF84#?L%QPR4LU`KK("AWF MO(R6$3!MUP6##'39D:#E!M\EJRQ)<+1=FP+]9O0LG=](5OS\2;#B*VLI5!OZ MI#MPX/Q!0[\4V@2'H\'I>].![P(5M"2G6OW@Y\^4'2L%[9[I(SFO(1)\HH;I M&8#4R9/Y/K-"51L\F8]FBWB2C&<8':A4]TR?Q2@_2<6;/Q9DI/ M_./1.)TEL_G;+)%59#+)B"+;M>!G!.,!,65']+`E*V"^I'#1T2<%M]<7MN=UGZ=N[JF[SH^VAJK2U(^\LR"G)*$AT(47 M-.R']K[9#PMR@H>&S#%XP?5R"5YHIQ_:&V8^Z(<%34T_@JKL75_0Q\SUO0R8 MIPXNA5"=\YYH;Z@N709]L2"G-*$A\`1N^/]$-^XW.W-!.?$'ELRU^`KT M/??O[L"R&A9@T)X+RKXO@YO54EAGXI=.+T/-;YUQ[[02[9JSRZ&AXDCWM*XE MROFI-;MIN^ZM=KWN]'HU"[)WP-+KR)%^(^+(6HEJ6L+1>+2`-U78_6@?%._, M_7W@"M:=^5G!_Q@*UUX\`G#)N;H^Z`W<_S/:_@4``/__`P!02P,$%``&``@` M```A`+@I[5OB!```MA0``!H```!X;"]W;W)KUH->U*K;2JVNXU(4Z")N`(F,GLO^^Q MC\'X`YB;F<0^O,?GX[&)=U_>RYOW1NNF8-7>)XNE[]$J9Z>BNNS]?_]Y_ISZ M7M-FU2F[L8KN_5^T\;\[#ZI;E2VGJ@4#5[_]JV]VT0-/F5EEFS8'=: MPV6^_7ZI6)T=;Q#W M.XFSO-,67RSYLLAKUK!SNP"Y`!=JQ[P)-@$H'7:G`B+@:?=J>M[[7\GV*4[\ MX+`3"?JOH(]F\-EKKNSQ>UV<_BPJ"MF&.O$*'!E[X:;?3WP('@ZLIY]%!7[4 MWHF>L]=;^S=[_$&+R[6%+CS7I;O%\=._#^I3D)DD-231*,7^DG]16#GW@R`T?M>0W MO0*N&(UB(:]JHZDG3G4^:JJOEX8Z&J'Z2%W73G4^:JFKZ''M:(3JRK.V=KY; MCG)@^)!WXOIV<:75@YU-[<$J9SI?6F%V5'5URI,=&R[Y(MA(RF;Q.Q^:37M MP`TO<=%K`2"M)KL'=OUA>?L(7/RN51:P?\3#>W_:@4ZPM4\[438Q($.6QQK5 M#3-QTFR2(*TP$N5=+[;.)Z`CV50/ M=7J[-8MAJT'--4LK3(J:U)8?Z@#W#O!H-1`S"1`/=_VC]@S=@9OAT,6P18"T MFBQKZ&98#)LIL@B05I,$A#K#)@%BVG*D>A!1DU;3CMPL\S>U^;-`6J$#,E:, M:9A#!\QI:E6]@]EJ5IU@$X4029YY"Y)6]F$0ZOA:97!@O%G'QCN%$.$=JUZ; MXN7(AA3J9/=H(*L&&@HO6>^.:/[JJII!0P->=UU[MQ@V&\HZ?:25K'/M(*W[/5I%X+'6XK$B?D"F,9"5K9<$0.L`?O86)Z]A225@YU!]B#WVJ1 M\X@VT9-6'T(OFF9=3%MEMWY/C1W9D0ZVN4^)Z?ED=8";NV"L4VT66DQ;:S>3 M):V&R=JLU4:L=5:L4VXY=-*N?JYA9PD1OC%:X>B(F\F*\1R?V=2EE4-]FN_8 MR;>5++32DI6H34!/%@=Z_$==S*>MZIB;N[1RA..`?(`A?.3J<\D:@QQNE";7 M[CB][1-0B.@G(+%;"V^>\+[FGEWH7UE]*:K&N]$SW#S7(#QF;&V^\);K+]Q//P/``#__P,`4$L#!!0`!@`( M````(0!;-,@X\`0``%$2```:````>&PO=V]R:W-H965TV<3Q;(O5.3\7]75G__T7_;*V MK;;+ZG-6\IKM[)^LM;_N?_UE^^#-2WMCK+/`0]WN[%O7W3>NV^8W5F6MP^^L MAI$+;ZJL@Z_-U6WO#M@TG_'!+Y7N]?B[_V*XKXJ\X2V_=`ZX"XA`I-UJV&5G?R.;E$2V MN]_V"?JG8(]6^=]J;_R1-L7Y1U$SR#:LDUB!$^O?=_'\6YN^WL1>@$*V]! M_,"V3JSM:"'FVE;^VG:\^E<:D<&5=.(/3I8@ M?,=?!R0(/];BRKCZ?,19E^VW#7]84&2@O+UGHF3)!CP/B1BBF5(#*Y0+ZV_" MO)\$0;=`W_8D"L*M^P;)S@>C@S2*;$LU6NE&Q]%(Y%RXCC%(1C"[\74?=+08 M?:0*<"'`*4I8`1SEPIN"$J,H*/V'#D\LHF"M&QV?&D6Z4?S,*/1TH\0T6N@6 M](D%,DF?F"PG+UIV%F9VEL&4'3$*9:^NYGJ-EUP:+?NR%ZMYQ"#&(,&`8I`J M0-,+^TA9S;$T!=W9$+52=2CB1([/ MB:08I`K0@@O-X)2]*$:-X-"^/TBC^<>/&,08)!*L93[T6"DV3A6@28<#$J\+ M'.!C`8I10SK:E0=II$C'(,8@D4!*)VCC46R=*D#3+AY=YH-^U"RHH1EO&FFD M:,8@QB#!@&*0*D#3"6U#T8EK7XQ^>!A)(T4O!C$&"084@U0!FEX"#Q^*X#&Q M/<:9]7!F!RM%JD%B@R0#6?7%3$(_\G!5&'-2E>CZ1<^<"P,GG,B6JA^K'CHM M#H.5&H><-Y/8L$D&$LI-&3D+=,A08TJJ$CT,T>[F,*9ED%U0EQ\:\J75+/9( M,(D-DAB$&B15B:Y7-+=9KY%VV?O@<^YF9M59=C<]SV:YCSUP?&`[$DQB@R0&H0.1&\`GZQ`_CZ3J'%V_:$NS?B/O MLFNA.(QZ47K;D'=,8KA.B*-JKJG$('0B?9=>./AQ)9T,(&%Z&*)%S6%,RR`[ MERX_1*?#@2C];9"/26S8)`:A!DE5HNL5;6G6:Z1==JV/REWI;8-N3&*"26(0 M:I!4);INT:9FW5.>9??2\VR6N]+C!KV8Q`23Q"#4(.E`A@W@P15L/CIU_:)M MS?J-O,NNAN(PREWI?4,]9'7#X)KC.6!\X;P;OX@?F%X&[?\# M``#__P,`4$L#!!0`!@`(````(0#+W4``#@8``(88```:````>&PO=V]R:W-H M965TJO1#>=F7I_92;]2?=:]^??K]M\?WMGOMCW4]*.#A MTF_4XS!<'U:KOCK6Y[+7VFM]@9%#VYW+`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`M'M; MWOU8$6QGSFHV#`\56057#MJ6&PDJ8!!@$&(081!CD&"08I!AD&-0"$!2`1Y] MY-Y>+RJP890+OH-N@2TW$E3`(,`@Q"#"(,8@P2#%(,,@QZ#@P!OKN;O]:=OV>@FJ M)`?[J2%T$C5])PY;:]6JVDN MCD,`=`=E4R$:6#!?N((4(NC([H6(81PB'(,M-Q(R%H,`@Q"#"(,8@P2#%(,, M@QR#@@.>3+;K>;8SZRFIP?IY48[Q22?T;^,XU@4GQW:R$H0A)"`D)"0B)"8D M(20E)",D)Z28")?(@SMJR7A9(=8*W[FGV6\:G#'V&MU5V\E*5(;/6T@PV=PO M+^/=$1(W$2$Q(0DA*2$9(3DAQ42F!>IKW14:=%DLUE\*8I%TXOVGU#_ZSM*" M\DK(?H.!M(M$.T("0D)"(D)B0A)"4D(R0G)"BHFXXS/"UK5?/2$,UG)BA836 MA/.YH'JKWD6R@ M:_B!$,L&EF:C)T(B&<`)#;Y$*AMXVAK)D,D&;)&^\(_$@9SEKF'$,Q:+)&VJ4Y6C[6T-HN\>H[@@)"`D)B0B)"4D(20G)",D)*28R MI16.(>?0?'?7)E"`@)"8D(B0E)"$D)R0C) M"2DF,BMD_^JQPIIKK)"80[SYEA5R%KFG.H![]ATU:=3KU3MVP7.(`RH MMS/EQ]!;XP'.L]A!\CP`A\/7\J7^H^Q>FDNOG.H#3`4E()LZ?H[,OPSM=3RL M>FX'.!8>/Q[AO+^&,PPH<*IR:-OA]H5=8/X/PM/_````__\#`%!+`P04``8` M"````"$`;X0CM*0%```F%P``&@```'AL+W=O&ULE)C;;J-($(;O5]IW0-P/ICG8$,49C?JMI MC+NKO;,D%[']U=\%755]?/[\O;XHW\JNK]IFJQ)-5Y6R*=I#U9RVZE]_!I\< M5>F'O#GDE[8IM^J/LE<_O_SZR_-[VWWMSV4Y*."AZ;?J>1BN3ZM57YS+.N^U M]EHV8#FV79T/\+,[K?IK5^:'L5%]61FZOE[5>=6HS,-3M\1'>SQ61>FUQ5M= M-@-STI67?(#W[\_5M;]YJXLE[NJ\^_IV_52T]15T+`K77G< MJE_(4T8L=?7R/`;H[ZI\[[GO2G]NW\.N.F154T*T(4\T`Z]M^Y5*XP-%T'@E MM0[&#/S>*8?RF+]=AC_:]ZBL3N2$T:U.X($(+8TGFC,"7 MN?F'NT)N.:%?;F[6FF78&V=!:E>L3,;R\O(A?WGNVG<%QBR\5'_-Z0Q`GJCK MJ;"FZIA+#2J^H/(O5#^V@B+J@7Y[(:ZY>5Y]@^(M)M&.B2!N=Y'C.J)H?Q/1 M&J:N/0Q\#`(,0@PB#&(,$@Q2##(&X/_\]L;\ZBL(VQP[")<4.U.?0T7-*%2S MG[''NP<*U\1Q>B!R7%?TY,DBTQ0EOBR!S"$_P2.1I8N>PD2BZ)V0,9/I(I"-/F2RZATC(JRGF]5;Z%&]5\#+7!7$PP\#'P,`@Q"#"(,8@P2#%(,,@X(O;?$WH\S@F7/54W-L*B(45B+2=LQ M$1<%##P,?`P"#$(,(@QB#!(,4@PR#@A1@*6/']NW&J`8U8!+4.GOF(CK/08> M!CX&`08A!A$&,08)!BD&&0.&;HTSN:[I_S$B8`E_%`V*<31T-,IW3+09GV!8 M-AJZ>]YL;M:F@4:4QPL,8J+V/F\FINX@>\#;#8,@[R%OMFS3M%$I1X)`7[NH M>S%O-VP'U4+"FXF[<=!2F?)VR[)T&\W(&2\PH3WW!*%@8:/$IP@/6VJ64F6C M8!MJ%_(V`QDCWHBA[FM]OT_/4H>2.7LH<&]VY2<:NR1#R) M^!())!)*)))(+)%$(JE$,IZ(H:!G%&[:P+,]/71"0?_/+FU2\2%A[>[$DS2^ M1`*)A!*))!)+))%(*I&,)V)(Z/;^9R%AVW]A^^Y::`G:T2,P!.X>@/U,Z%D7 MS4_>;+P=8GV)!#-YX"#\F3&:C3?OL402B:0S>?"\;#9*@XL>!WX6/G9<0.&[ M+VIL12),Q89+#HL.M*=I]4 ME]VIW)>72Z\4[5L#:R2!CGJNF52WF$ MICILSE2E8_><[,?07L?+E-=V@&O+\>L9[J-+N#F"K:*J'-MVN/V@#YAON%_^ M!0``__\#`%!+`P04``8`"````"$`9I%?+6`%```@%```&@```'AL+W=O(D:`..@-WL_?<=_PBQQ^EJ;Q\VR<>&0]X_?FM/7NOK!\:WFU\ M$D2^Q[J:[YONN/&_?RL_+7UO&*MN7YUYQS;^#S;XG[>__K*^\OYY.#$V>N"A M&S;^:1POJS`7L!%T_- MN1E_2*>^U]:KK\>.]]73&>)^([.JOOF6/QSW;5/W?."',0!WH1+JQIR%60B> MMNM]`Q&(9?=Z=MCX7\BJC&,_W*[E`OW3L.M@?/>&$[_^UC?[/YJ.P6I#GD0& MGCA_%M2O>P&!<>A8ES(#?_7>GAVJE_/X-[_^SIKC:81TI\*DYF>X$_SWVD;4 M`(1>O$QO&LA&VOE>_#"-O_U4DHETI)[%V`I_: M"8F#>)F2=/X37A+M969Z^5DI(%K&`Y]:2@Q^/QC'7!O#Y\T8Q+QO'*H%E8DH MJK':KGM^]:"Z86.(&H-XIJ`@PSBH))IB M$%=1#+;?_`%CF64V:?>`E$6132H>DHA-HBXIL1GE`\:=8H4.9?1.Z.+JQ@=O M1F:6J7VS7)%FLG=$9G88*#!`,5`:@"4/"A7+FZ539L15:&U;'JXN13+D8:#` M`,5`:0"6/.A'0]ZMZ`6*5FTV1^60*Y(A"P,%!J@"%K*-DG2QC`DJG](PL71" MIS[0*5"D,XMF*+N*I&\:+Y)H81-V)F&V@(EXKS35J!8A2I<+Y(&:A.3!+4I% MD&MEA;5X&)9`<5@$W3-7)&/Y,5!@@"I`KP1$05!?EH:%)5,\?J`]T]A>Q%5' M+MK]:E)B#@_X8NLQ5QHC MA<.A&IE*'#]/EJ:)+5I,&R1Z<7_F(&H8(=%HT\HURQ1M##%='ABADY7QO)7% MJ%_*QZQ[)=G1B*&$HC%3H&86B@9M!SDQ)INN&XP4#H=.B!4-FFSEQ,(/Y40, MJ'>4J_F%E*--()=.[.(QYI[.`T;H9&4J3]#>6TXL1[D86>\H5Q/-5IXX&XQB MF16$D8)@A$Z(I1SM`^7$PLIC>X3*USNC6N1E/$H3W+":92AWD,)!Z(18RE%? ME1/+4?Y@FLZ-=[A'TS1!G97'>';N'*1P$*J1I9RF*:X2DV]U)AR4.%5B*A:7 MG;6^=[G:'*43J[X=I'`0JA&E&*^".,&9-ERE6!W(J'.`EO5'MF/G\^#5_*6# M%\,8`I]0=1"4DQ6\GT..$$[A@$CBX70!CFTNU9']6?7'IAN\,SN`RRB`'=?K MU0F/^C'RBWP)?^(C'-C(KR2"5&2:@*=W4I=:56UVV>'.(DU M@)'M3*;_?J]M(-BDV\E#`M?GGGON!]RL/[[55?!*A62\V2`$,WZ">5Z./VPQ_K*Q#DR$5-%-R*4R1;0#'(RMIP+NU#R>L6*/:L8NJG(45!7:X^GQHNR+Z"O-]P M2LJ>V]Q,Z&M6"B[Y485`%UFATYRS*(N`:;L^,,A`EST0]+A!3WA5X!A%V[4I MT+^,7N7H.I!G?OU3L,,7UE"H-O1)=V#/^8N&?CYH$SA'$^]GTX%_1'"@1W*I MU%=^_8NRTUE!N^?:I>051(+OH&9Z!B!U\F9^K^R@SAN4+,+Y8YS@V1P%>RK5 M,].^*"@O4O'ZAP7ACLJ2S#J2!&3:\QE+Y>-O)40V M'5.&@BBR70M^#6"V0+!LB9Y4O`)FG7\*;#:)H2+0F%*CGS1\@S(4`$Z"]76+ MLSA;1Z]0X[(#[::@F8O(>X2NL^8M1H8(E`WRH&(C>;T*;=4J>O>=-0#)("OQ M(MY!>)#B#B0=6!Q5T+21*E.T)!YJI$\W"-@&,7BYG`],)N&=!:5#"KEO*$8& M)SATR0\.'>M+HT]A-MW@"R^X!8V"^X9B9'""PVB,@O=!M=7+.,.Q%[0#Q:D9 M&^\TMZ!GFO@=>3C"%CTFS,<:1#F^D.]*UU96>I5X5 M=QVF'TOH>H*ST6?I#E$^P<>+1R=7%U],\[WI0 MGY.K*/__8[UN3=4FWK;@=I7:'5)3<:(YK2H9E/S2P+#.X.$:K,,*?YKI]YQG MW^G5KNW1<``+MR4G^C<1)];(H*)'H(Q#O=Z$W49_D-1 MV"1Q".`CYZJ_T0'T?P*S^K;_`0``__\#`%!+`P04``8`"````"$`9?@RX6($ M``!P#P``&@```'AL+W=O&ULE%?;CJ,X$'U? M:?\!\3Z`R840)1EUPF5'FI56J[T\$^(DJ`%'F'1Z_G[+&(A=1ML]+YWF^/BX M3I6OFZ_O56F]T887K-[:Q/%LB]8Y.Q7U96O__5?R965;O,WJ4U:RFF[M'Y3; M7W>__K)YL.:57REM+5"H^=:^MNUM[;H\O](JXPZ[T1I:SJRILA8^FXO+;PW- M3EVGJG1]SUNZ55;4ME18-Y_18.=SD=.(Y?>*UJT4:6B9M1`_OQ8W/JA5^6?D MJJQYO=^^Y*RZ@<2Q*(OV1R=J6U6^_G:I69,=2_#]3N99/FAW'X9\5>0-X^S< M.B#GRD!-SZ$;NJ"TVYP*<"#2;C7TO+5?R#HE<]O=;;H$_5/0!U?^M_B5/=*F M.'TO:@K9ACJ)"AP9>Q74;RC/@+VSI2WB:%Z&M;^9VWK/I7 MDD@O)47\7@1^>Q'B._YJ01;+GU"9]2IS5>5G0X&@.S^!*O+94%R9G"ZI4=9F MNTW#'A;,5+#/;YF8]V0-RB*;]!$!$=1?J@QXF2*'GZ:1HDD1T4FR29CHCF6`@2CI!F8\J6A)@%BI)&$H] M)$.TPA+1O*^6HU)7H[TD=:N[`PX8B#`08R#!0*H`6KRP6OXG7M&ZM<']LU:A MAR;(7I*4>#$082`>`$T7)3T92,/,215`\P!+2?$PY%J@1NS/JLE<2U+0+;*9 M'\P\M,P.*F$>P#&$HHPT@K=8!4@A5@E30R22\,Q?J@":SZ7F$\\MT6KX7:"Y M)4G+SJ_OPTZMMQ_4=A(X(>H?H78?K=M8;9_03]1VH8\VK!2U*_I:)F`3G:BX M0(T,X-75D[QYEP//\9'%PT>$Z"-"+`G/@B882!5`\R7N3\^#8IC)`C5\HY*WZ'S-?6^)YOH!,<@R1-6+,&,V0QJQ9"C6,)`J@&8-CK,):P(UK*%)L9>D MYZ`'#$08B#&08"!5`"U.`I$M0E,KK$!I(82*HB>OCBB'V&;Z1=GL#( M!EJZ>R)9J@V)R`V/K!P?70\BHTML((F!I"JBVQ#G[-/&L(*)/'Y1^'AKZEEJ M^'V_?KX\BPV)Q$!2%=&#%P?L1/#RW$7!X_T'GB-B*:O!]_W&+2DP MCA.C4VP@B8&(E\\XE#0@'S+RSEW1YD(/M"RYE;-[#3>7&6R)(SH^H%Y\<2=% M^)ZLX8YLXK%X<`G<'3O`,^B67>CO67,I:FZ5]`Q#>4X`IW&PO=V]R:W-H965T/JU=1ZJD M/">Y*/G>_<&E^W3X\X_=0]2O\L:YD62E2Q&V]>_$$)=+EO)8I/>"EXJ"U#Q/%/#+ M6U;)+EJ1_DZX(JE?[]6G5!05A#AE>:9^-$%=ITBW7ZZEJ)-3#O-^9XLD[6(W M7T;ABRRMA107-8-P'H&.Y[SQ-AY$.NS.&Z/1+\T*_%,[9WY)[KGZ M5SP^\^QZ4[#<(0Y)10Z9X*]39+@'8.K)>_/_D9W5;>_.E[-PY<]9$+K.B4OU MDN%8UTGO4HGB.SFQ-A0%"=H@"\!L[<$L6(#FP/ MR"FK!#<;VT)DG,+2AU*F:'Q&:^,#L@3U[<#"5;CSWJ`J:>MT)*>-Z_1.<],C MFO"P7.()ET4?Q0/8GACJH!%WI*B:I$N;DUPV35%Q=I$MQ)I@I)Q/ID055E*; M-PM\UD,W%3R2TV)(:@NQ)AA)834FYHGJW@70OMB;I9627-:T7'.KT)%A7:S, ML;%AU<8:9+!G)\A0-ZMN=)+@M:`[/&46?#/H'[,-8$(SO>$\/9['8ZJF9V.)/V'B"G-K]O M`73&'D`3#``XTQ,`J)H`"W]MICB2#^4/`HLNZJP]@"88``QZ\@1!(YL(HU/0 M^A""M:$-B9)B"H M8>D0&WLE&/FT#%9[BGKKP-#Y@V(R8*.:8*#^I3.$S#X.K&MR>(4$=F>.>O-` MT0T846"'FJ"@QF52V!<`(Z>/2M%9!PA-,4N!36H"@GJ7#L%"W]I[1W@AX/DA M"FO'1+UQ@.C<1Y7`IC4!0;W,A%B-(+J.U]SI:_N`LLX\8&B*60OL7A,8U-0, M#']CGX^N\S44&\L<4/\CY/`3``#__P,`4$L#!!0`!@`(````(0`8HGE` MW@(``*@'```9````>&PO=V]R:W-H965TQ/B\>]O M#AZ&U?UK69`7H8U4U9JR44B)J!*5RFJ_IK]^/MW-*3&65RDO5"76]$T8>K_Y M^&%U4OI@2@E9;)\WE=*\UT!>;^R"4_.;+^XP9'@YO23OX'OFJ0BX\?"_E"G+T+N@-3Y MJW^>9&KS-1U/1_$L'+,HIF0GC'V2[BPER=%85?Y!$6M0"(D:"#P;"(M&T3QF M\?3_E``C\ID\'CGN`>?#<*=M0^?A-<]@1J$3R\ZIH=W M<[#KO7,[.&L?'[,N>8P=-4WLBS:Q'AT:C?_.&7$>;E;8&N6Z<186/. M6+>-%<*!B6.F%'HO/HFB,"11QPK>2`8=UUIQ4&]A4/LY';0;,#YKOA??N-[+ MRI!"9'`T',%L(AHG+2ZLJOWLV"D+@]/_S>&+*&!ZA2,09TK9\\+-\O8;N_D+ M``#__P,`4$L#!!0`!@`(````(0`UFNM^`P,``$@(```9````>&PO=V]R:W-H M965T=FP]9W[Y6)7IA4G%1;S"9A!BQ.A49 MKP\;_/O7X\T"(Z5IG=%2U&R#WYC"M]O/G]8G(9]5P9A&P%"K#2ZT;E9!H-*" M551-1,-J\.1"5E3#HSP$JI&,9O9050;3,$R"BO(:.X:5_`B'R'.>L@>1'BM6 M:TF^A+Q? M2433EML^C.@KGDJA1*XG0!>X0,9\EH2GH&W3O0$J,.-/,1NRN( M"R2`2+IP(,E>.&T8QNJ'D<2^Q+V#+&WQ3>B[GL%3@"1["C;A).P2-E[H3B\7 M$L?)0,N!HHM6S^!I19Y6FXVQ;C#$U]5K208*#K*P%4\NI;)-V?6=EUYXPC!5 MO21;86/UA4DXK*/#1%9Y*-SW_4EEG5E^O1%M)8_7Q&'7005\=1!UNG62[]Z8<[=$7-6'TUN(3# MB7$@IQ?-_=+N6N=0C\#*NR)HS2/%8;_.*"=)HH%DYQUI^ANG+2GLZ5&6H^$\ M@]R]&$[GV6F;ZJKJ%K=;=Q63![9C9:E0*HXU7+TIS'AG=2^,>[*"10(1#^P[ M>)%8>]`Y8+TW],"^4WG@M4(ERX$RG,SACDCW)G`/6C1V<^V%AL5N?Q;PQF:P MHL()@',A=/M@2M7]!]C^`P``__\#`%!+`P04``8`"````"$`E.VGXT`"``#% M!```&0```'AL+W=OV:MO9&O=?3:B^"H4AV'#FOP"=EKOO>MKX4T03.ZBM_T" MOAM4\)(>&O=#=U^XJ&H'V\Y\"-,-9((GDL)+`#JGI_[=B<+5.4[G43K+DFR2 M9ACMN'5;X8,Q8@?KM/P3O)(S*U#2,P7>9\IH$F73>)3\'T)"17TG+]31U=+H M#H$Z(*5MJ==:LDAA@LP;U]Z:XSE&4)0%ZW&5Q+/QDAQA&NSLM`E.\!RHU-I=#E[IPP]H]1<``/__`P!02P,$%``&``@````A``*2<@06#P`` M$T,``!D```!X;"]W;W)K&ULE)S;;ALY$H;O%]AW M$'0_MDZVY$:205KJP6,SN7BNV'`NQ+4-2)C-OOS^;K"Z25;:3F]'DJP/) M(EE-LMG^\/M?3X^C/W?'T_[P_'$\O9B,1[OGV\/=_OGKQ_%__LA_6XU'I_/V M^6[[>'C>?1S_O3N-?__TSW]\^'$X?CL][';G$3P\GSZ.'\[GE^3R\G3[L'O: MGBX.+[MG2.X/QZ?M&?\\?KT\O1QWV[O>Z.GQ7NZ_1EW3]OCM^\OO]T>GE[@XLO^ M<7_^NWDN_^'\+]T_[V>#@=[L\7<'=I*RK; M?'-Y__?YX_O?A1[G;?WTX MH[NOC,GMX1$EX;^CI[T9`VCZ]J_^]\?^[OSP<3Q?7$P7D^O9U7CT97.,L\?M+39QBP-EA84:>&Q=>G[Y1Y'084?B?7VKFE,:1 M^1]JZ/QB=76UN%XMT4MOE4K#9\KCY\W>O+3SH)\_F^UY^^G#\?!CA*2$6I]> MMB;%31/CS,T<5_@PES"E;XWZ9Z/_<8P`8YJ<0/_\-)U<7WVX_!.S\]8II5)I M%FJL2@B4$;@\X#EXC9$#ATVB\%SNB;P%&+ M4P(M3ZW2;#Y$;"W(1I!,D%R00I!2D$J06I!&D%:0SB=!:)#`M=`8C+F(@/H3 M;!G%QFK-\.-KK4*M]:`U#"!!,D%R00I!2D$J06I!&D%:03J?!/%"0O3CU2>J M^>K"/')MHI2YRICTL:3VIY88&S]N-U'VW[<:`H:',;&DIE=ZYB$60C2"9(+D@A2"E()4@M2"-(*TCGDR`.9LLC'_@79L%Q M?MC??DL/F!K3X7EOU,/X6((Y1+-C;0G6]_ZL6D["6;49M,@N$R07I!"D%*02 MI!:D$:05I/-)$#,L=WXE9D8]C)DE?LPLN9[T2ZC99+J(HC7(AV@)DEN"%2CI M%(..69C!:[2B*`7K)?3,%!KI[;`.FU0F]U$*7U#6G@<#UJK6;3DR$C+]S6_BIJ;D]:"XT[( M-Q25*$G+K\1R&3VU*]+R?8E*U*3%E6@(^8:B$BUI^9683Z,5?$=:_2P/>Q#N MU1XT/.I!B]"#-##69KL$K46_G73933*UJ2& M1#ZHS>.=UH:UR'_FT!PSC0WE(+:U\%)2P;X\PWADE*Q%)58.>;YJB1HV9/>K M:3116]8B]YU#KS8H[`BSX-8ZPO!H>%J$CJ"BUF8';/IF.:"-1)E#J!`9Y@YY M(2BD82E1)0UKB1IIV$K4.63K%4;%+*NUJ-CE-B),+4FG%LTQ/H;A@^$9/4G6 M3FWAJRWD\+3.H$7^,V7YAI1#$3*#":7GKB5*B2OJJ M)6JD82M1%Q@&43%I78M*S\.5D4-Q,HNV2VNG1LDLW)AM6$I=EA'B&95+5!"R M.>KR5+":_%2'V6TO4$'(Y,JQNRU)RVQ&2DQ:G9'HL[5[&'V&]*@Z[O4V0 M0U[>VDB4$>)&Y1(5A#C]E!)5A-A7+5%#B'VU$G6$E*B8/84R[V9VKQ%$Q:(X ME47):NTL,7_>2`X;UJ*NRQSRIZ=$!1OV)QOAB"A92FXKZ:.6J&'#_B$?-:IE M,?GM`B?AK'UE/X/W(O%^QB$_EQ'RM-]R5HT,BI" M[+Z6J"'DNU]<1XO/EK7(?4?HM25_&'6S\M?FM]L1<-Y(,7!,1P19SZ(@ZPF4 M.<,%MS>7J"#$)98258385RU10XA]M1)UA/H]?Q@5LV;7HF+7\D'6<\M[_/#^ M;;*,SD#6,Z?V3M8;M*@W,V>(NA+*)2K8?9_UHM)+%I.32CJI)6K8D%LG3A9; MUB+W7>`KC*U9]&NQM9N!(+86!=G/(3_["93-+`J")E#AM/R5G$25]%5+U$C# M5J(N,`RC\LJ682:W#`Y%V6\5K:G63NV][.:V/1+ON#L6A1D/TL M"K*?0-G,(6Y)+E%!B/NAE*@BQ*>4-2%VWQ!B7ZU$'2$9%7,JJT6EY^&NPJ%H MS;>*SD#6I(8Y."1)T74;UJ+!DCGD3V2)"C9D]]/)*AZ,K$;^*X?,#U89BB\M:5&(7^`H&X_R5#4C/H["[]RO>,;?3\I+91J+,(:\EN42% M-"PEJAQ"@ZAQM?352,-6HBXP#*."Z:X.1L.CJ%@4)\;H@&MMCL%A^4YB9"UJ M74:(IUHN44$(I0Q#2IRBEZQ%[BM"[XQ%5WNN1$.&88GQ2I&UJ,2.T&LEAAWQ MRJYE+G+&Y1(5A#B_E1)5A/SA::OJ+40;TF)?K40=(;E2 MG+^R:^EY-#S=1B-8*2ZB)+5VAIC'9B47C=T-2ZD3,X>"*6U+\E#!ACPJY7$^ M:Y'[RB&3MH;A+-[MU+(2#?OR#&6&=$'A]5P7^`J'H-E;>(]K=[/UU8LNYJ5* MG"/<]L3/G`[U=]GM^VMGN&"4$>(SG]RA(,S"5TF&[*MR:,6-KJ6O1AJV$G6$ M^GJ%T3*;"2]:]/YZ;C<9_N+&H94_-..GX)KLEGZ>$9<1-H,:>G88,Q,#*G9HW90O54M2C'-06]KU,=&13D6?>6-6$./TT@Q>_FJ*P=E"SA45E M=>187KV8FVV)UTGO#FF[C0DZSR)T'DW:=>\5V6?%+=D,C!N<#8SU"B+M" M/7?E8,KN*L>N^)Y=+;TU@R47V@Z,O76!MW!D1YLE$;0_#B]HO8F'_;S$7H]_ MVAV_[M:[Q\?3Z/;P_1F#!FJ>3( MNRA!DZ1H7*J6@9R0F,$FO2$-)&;(20EF?F(&GI1@LB=F^$D)YGQ2J!),\\2, M16F#"9Z8$2DEF.>)&9A2@J44.E@+,]9*B(XF21&W5(T;GN6(@191/+01`TV2 M0V(>++)N>(2CI9H$SVBT5)/@N8R6:A(\GM%238+=#FRTH8E-#VPT"78UB(XF M21&W5(T;UN&(CA91++01'4V"]3:BHTFP[$9T-`G6U8B.)JDAJ55)BO:D:GNP ME46MM99BKXI::Y(<$K/-TOIT@EIK$NQ,46M-@J,U9`AM]*:S59)B6R_+P6%0 MLE$E..U)S!&%M,&A3V).*J0$9S^).9V0$ASN).:00DIPH).8LPHIP;E.8LXG MI`0'-VBI)L'A.&RTT8O3;]AHDA1Q2]6XX7`6T=$BBM-71$>3X!`6T=$D.(M% M=#0)SEP1'4V"HU=$1Y/@!!8MU21X2P4;;5SC915L-`E>2B$ZFB1%W,P)O^P% MO$9!=#1)!HDYW)%V"Z&@2O#5!=#0)7HL@.IH$;T?04DV2HCVIVAZ\9D2M MM9;B/2)JK4ER2')5@K>*J+5F@]>'J+4FP64&/.&UT9O.D%WPRE7&#:_?46M- M@O?LJ+4FP>MVU%J3X*T[:JU)\'8=M=8D>,F.6&L2O&O'J-(D>*F.4:5)<-T?-;#_.-LMZ^C+X8P_4F!VKZ,'_/&)'3[: MFUS@5.G^<#C3/TP!PY^S^/1_````__\#`%!+`P04``8`"````"$`C#11?(81 M``!:3P``&0```'AL+W=OX^/X M]>OA<9\?'W\\[U\NVLEI_[2[H/[G[X?7,WE[?GR/N^?=Z;SF^3%IOKT<3[O/3VCW']%R]TB^Q[\P]\^'Q]/Q?/QZN86[.UU1 MWN;MW?8.GCY^^')`"Q3M-Z?]UX?9IR@9EO>SNX\?1H+^<]C_/#M_OCE_/_ZL M3H%E#[;13ZH'/A^/ORG5YHN"8'S'K,NQ!_YQNOFR_[K[\73YY_%GO3]\ M^WY!=Z^4R>/Q"27A_S?/!S4&T/3='^/OS\.7R_>'V6(]N_F\/U_*@[*9W3S^ M.%^.S__5PLBXT,8+8XQ?8QS?WZ[6\SA:K-[M)#9.\&N<1/'M`FJ4F3&PN(V6 M\[<:%TV#!W_X4\V+:.2H/U!]KS:M[ID3[.D'QWV7W\<#K^O,&R M@\J>7W=J$8L2Y*4 MOB*.6IP28)F,`Y)(@TSR$"A"H`R!*@3J$&A"H`V!+@3Z$!@[S8Y"-0Y"&8ORXTVKI+]KYI$73JF!(R9"*(35#&H:T#.D8TC-D MZ39A"7-`W=S\=`:3&/0KHF^4070TKCUL[9:M)1X1>\!FM; M/W[(^Z31M`FV/%6_L#*C-Y2 MIVTZ9%2E/,P^5DZNUN/`C)?WOKPP`1%$5VZ@Y7J""@-YI&I#!ZJXKYK[:KBOED,=]]5S7X-GZ+.BHE>) M%1W5PI#:FZK<45&`-6$:=ZM@6&5&:8E63TK+5=!+N=4B[P5![JB.5\$*59*6 M.]5UM5#BN*KYP[PF`]N.AB#KH^501Y!V&V0NO952`P:"1K<^QRKB=3@V&?@O M-^M(1\@>]QH"]U1>9K3N+91SJ"!?J!U9E@9;6@(J;EESJ#'0VDZ"EOOJN&'/ MH<'SY=.E@F"'KFF]U,&Q1XN&O/4RFB^#M3##2:`:N6LLG-.@%%9,HQ6;%3/8 MR0ORXJZ8VL2;W.\IJR9?NJS%/)@@#'+2JJAM9V1>60@.R`+@L8SXW$)+@WD$%"1EO55 M$V1]-0197RWWU9&6]=439'T-!(V^?+94K'Z-K7\=7]V0/#*QO2TO)2B,E-@B M2Z:V13G9+BQ6"%AI,"]8XNYJP;01L):[ZP2U7L`&'_.Y5"&\P^6T!.C0WAMA M&@J6@'#'R2*MMMZ.DSM:Q5%\OXJ"93VW6K18%@9R1EW)HEJ\UJN=S& MP9E.;;7(?<-]M1SJK.'H_GXUC];+31!F]5:+W`^>+Y]B%=I+%.N0WZ-80]XD MUA#HI*+RB$&%@3SNM)8#5=RPYE##?;4X[:SBZOU_%ZW6\""9;;[7(_>"Y]RD.4I\W!R1/B?#I0HU1=V4TT-8= MD%K+@0JCM;:;=6D@CU-F6'/W#??52F*"\$9]N0BGKX&" M\.8^V":SR=2RDPM8(6"EP=SP1E"K!:P1L):[ZP2U7L`&'_.Y5#F"-+EU[N!- M;@UYDYN="&',**ZOG]+D1@OG%6H*+6X7JZW[7S"7"J/NC,>20Y6!KA==&RU3 M='2["-:%AGMN.=2]J[#>+VQ^NPJVK<'S['>,2D2DCM$)BMG"HMM@36M(;LMJ M#>24U9'6U;)ZTM)E20NHX64I$ M4!A3!0?G&>EAE:<5*!>P0L!*@[DQE:!6"U@C8"UWUPEJO8`-/N9S^8N$*>8) MDX&\58#%5$9)==ZTD_$S8W(UQ53+N?M?T`N%47?&8\FAZEU%UW[10DS%/;<< MZMY56.\7)BP)GF>_8U02(RS/L4YNW.790-[4UUKH!CML->1^=S.&'J]:RX$J MH^7XJJE$&Y\UW%?+H8[[ZKFOP3/T60G2*8JI,,G"M,E`UV,JH_163&75B,Z" M('>@\P]OI&77M8J@7\945H$*:PBR;EH.=01=CZFL%KD?"!K=^WP'*=>;&Q-/ MQ6*39=DSS\Q`3@"58LT M:74^XTU:D^+@9UHHA9@JUFIOQ%2D-<5409Q3D(*-3/]/875Y.M7,17) M;5DM+ZLCK>LQ%6G],J8B!2&F"M*O-XW<;0QD$U&5I?#4'65\M]=:1E??4$65\#0:,O?^2JS,09N2-;B]4M)J]^ MMV`OO.N;I#7N&60L%#C1MQ/3`BR-RDR#N4<*CA4RN_"&Z)+GE^ M09#MOLQ`:L`X"_XJN"Z16S7:G@L.E1RJ.%1SJ.%0ZT$^$4%R\-82JL(H#%IW M:!/D$J&U?GWWT]A`P5)@/%LWI=4:SV799<_**I";FM>FL5K&39!\M%8!;GQZ M5*PLS/"ECJ$]&DSP[4:+.+L+.C\SENO->-:\PFM(_VPD-PKNS4Z"[#)?^FZB MY88YJLC*;M(U0=91$SB*F9^6C/C^BQA-9H>'ZJ,JO@?9#L\,A.^_U'DY:=GZ M%1PJN6'%M6H.-=RP];3\KE=!K=3U.MCUNEY#7D:\9=^[T:-JZB`[LZL#.P_- MC9:S5Q8<*M_EJ^*&-8<:`YD+('$SC>/QQ\O M6-8C?.[]^&'"]2O>--XD*E!`0P()&$]45;@$Q">J1EP"QA-5,2[!:^%/8_P7 ME)+B%?&X<(;X(L'[-.XGC5%=`?^T3#Z)!:=+/%,6#-)5@J27)1@JB6%*,&,2]2XX]XP MR]!229+&VT0%6-P&D0+:(W58MER@;E*783=$.9($&QR\29(4O*4B;]B'P([$ M*#8@U$"2%)"H]9BW!]L1V)$D2"43E?)PFP82E?EP"7))\"9)D%(F*@_B-CTD M*AWBD@$2E15Q"2I*A!*M8@@T3EF[QN M.22Y*$&BGZCLD]L@WT]4$LHE%225*&GB!3B0E@(2I(2D%"4XE<-(E&SP"0#>I-E80:). MZGD-<#"/]DB2%"U-Q99FD&2B)(&42_#U.5$?2[D$GY>Q)TJ2%#5(Q1IDD&2B)(D]I3 M0J(^P/&ZX9,G>DZ2X!X(.)!V&5P'`0>2!+="$G7%@9>#FR!@1Y+@"@C8D22X MP9"D(F\9)+DHP;6$1'TXYS4H(2E%"6XD).J3.;?!]2=XDW:9"A)U2XG;X%(2 MVB-)4K0T%5N:09*)$MP40DLE=G`I"'63)+@;A)9*$EP12M1U%EYK7`L"!Y($ MUTC1'G'=66#=P2TU[BV#)!XGHJ62!)>^$W5YF=<`M[H1!TN2%+RE(F^XAPQV)$9QU1CL M2!+<.`8[D@07C\&.),'E8K`C27#'&.Q($EPU!CN2)(LPL_!.@'-00:(>)'`) MWA^`'4F2@K=4Y`W/`Q)U@9U[P_U_U$"2X!E`4HH2O`9(U!5V[@W7_5%K28); M_XFZT,YM\%8(WJ19@E="\"9)\%@(WB0)W@PEZJD++P?OA##>)`F>"(%128*W M=*B!M.[@21UJ($GPL@[E2!(\H4,YDB1%#5*Q!GC;E62B)(=$O2SB+<5++O2I M)"DA4>^,N$T%B7INQ"5XW0H.I+P$CUS!@23!6U?T@B3!^U:P(TGPM!7L2!*\ MS`0[$F]XC@D.)`G>6X(#28(WEN!`DE20J&>!G`.\W88W:4?'2VRP(TGPKAKM MD21X!HWV2"W-(%%/<7D-\-X9+94D>.F,NDD2/'A&2R4)WCVCMR4)WCJ#`TF2 M(@&3QD>*14>:UQD6<7'_1T`EZ5<(4"6\0T`YXG=32(M_\.QU]VT_[$[?#B_G MFZ?]5YSHS,?WIB?];Z/IOUSTB[2;S\<+_LDS'/K@'X?"OV&WQ[\:@BL>LYNO MQ^.%_@+*[Z9_%>_C_P4```#__P,`4$L#!!0`!@`(````(0"E+YJ?B3$``-OX M```9````>&PO=V]R:W-H965T693)9$0R1)8U:V^?S_F&>$9$6Z>5=2+2C1S]\BP M6-(]3RX__N>_OWQ^\Z^';T^?'K_^]';WP]7;-P]?/SS^^NGK[S^]_3__U?S' M[=LW3\_OO_[Z_O/CUX>?WO[WP]/;__SY?_Z/'_]Z_/;'T\>'A^W M'Y^?_[Q_]^[IP\>'+^^??GC\\^$KF-\>OWUY_XQ_?OO]W=.?WQ[>_[HX??G\ M;G]U=?WNR_M/7]^&"/??OB?&XV^_??KP4#U^^.>7AZ_/('=]_T-C+/RC\ET\?OCT^/?[V_`/"O0L'RGV^>W?W#I%^_O'73^B! MR/[FV\-O/[W]97<_[TZW;]_]_..BT/_]]/#74_;_;YX^/O[5?OOTZ_3IZP/D MQD#)$/SC\?$/,>U_%0C.[\B[68;@?WU[\^O#;^__^?GY?S_^U3U\^OWC,\;[ M)"X?'C^C)?SWS9=/,@G0]_?_7O[^]>G7YX\_O3V=KW\XW5P==OOO#W*,0?`W!MG=_7#/[__^<=OCW^]P5Z"XW[Z\[WL3+M["1OG>QR:=05@)7X0 M\U_$_J>WT!9S_`GHOWZ^NSO\^.Y?6%(?HLV9;?:EQ44M9%E)V,H"M04:"[06 MZ"S06V"PP&B!R0)S!KR#9*MN&+2_I9O8BV[:X[,"24@CXT4MU*6R0&V!Q@*M M!3H+]!88+#!:8++`G`&%2)A/N4@ZAP3&=EG,H6,Y0\[!9G]8!;L04A%2$](0 MTA+2$=(3,A`R$C(1,N=(H0SV;$\9@;$2H><+RRL8[?$G,SJ5^EU6HW7V$%(3 MTA#2$M(1TA,R$#(2,A$RYTBA%DX5N5K+)G6X_4'.E>$4PON4N"Q*:O_/`1&? M3+9K(]MJI&X5(34A#2$M(1TA/2$#(2,A$R%SCA2RX2R=RZ;+3^!2FHADBRU' MBI@XD>"5CH?'%I(P?D#NLAE7Z_?[*2!_=KLMSR\UJ51R&Y-O9:4N; M%KAL.B)9UW*DB(F&\YA+U_;7-S\@4]'X8E+&#\@K78MNIFNW?M M\+)QA;+>%5#1/_Q8;TT8\`[X\>.IHNGBWT44Y83C#)QN?T5>AO(O1 M:H'*+LI^F\4-73RE\9,,QS80H%=&4!V+_NVNKM(D+@]$MC)[(*_L6+NP_:'# MNO><(U3L66ATMZJZ)$^79*:>%4,U0PU#+4,=0SU#`T,C0Q-#S)")!=8R/$5&KAJ&6H8ZAGJ&!H9&AB2'4 MQ$N_PW&5(FZ>#G=\OEVA/(?%$\DD]2,[LN MT>ZX7Z;?:6\F1)7XI%MH[9A6$J\!IX56@*7BIIT?IUHG,7C0M$R]Z"H!KY$#.HI5#%4*Y3ZU3#4*I1B=0SU M"J58`T.C0BG6Q-"LD".+*2Y66;B`D(M$4N_8W3!5U:&"B';'FV6B'7BBA3C@ M5XXR,#0F1SD7'_;F)#\E7@//191RHDGVG!4: MJZ(AJ\Y+,O17%=7`EXAEZE0,U1'"'W5L&&K9L6.H9\>!H9$=)X;FPK&49:-T MV'/IH)#=T=(UCCC1@FO7 M%'A@:%0H!KZEB4:!9W5QEJX4#MY$BP5%VA+.^P@5.UK`,G6J:)9!M4*I7PU# MK4*IR8ZA7J$4:V!H5"C%FAB:%7)D\>J._75^47'/I4:$Y/R1GT1-#G=1L[3N M*H9JAIH(X=*63IF6K3J&>H8&CC6RU<307$#EZMRH'_9H52K(&A4:$4 M:V)H5LB192/?/W"^KY#)-^QN?(EVL:[:G4YF)E;)0,>MCA!.5PHU#+7)4?*" MW?'63K5DH&%Z#C,P-";'$)GF6C+0R',1IEB]AXUJ8<'-7(L%1%Y$1;.L8JH8 MJB-42!:"95#+CAU#/<<:&!K9<6)H+AQ+6392_@.G_`K93X52W(&A4:$8UR0R4Z(U[JR0LW0W2@5< MZ+&END+%CA;3_K1S5-$LV^1JA5*W&H9:A5*LCJ%>H11K8&A4*,6:&)H5[,L-]B7:Q@MJ?3)I8)5Z'K8Y0MA0;AMKDN%QT/)C`7>(U M<,]1!H;&Y+CL9_;:UY1X#3P740G:<5U`*%=M93*)3?5E%LZRH MJB-4"!8<,ZAEQXZAGF,-#(WL.#$T%XZE+!OY_H'S?87,=G9EO"+1N(U1L9P'+]JXJ>F90K5#J5L-0JU#:@CJ&>H52K(&A4:$4:V)H5LB1 M9:,2.'`EH)#=SLPTND2[N)V94OV-WB=6P/<<8 M&!J3X[)'EF&GQ&K8N8A1K-CC1@VPX&5>IE"^D44LV[4JANH(Y6(QU+)CQU#/ MC@-#(SM.#,V%8RG+1@UPY!I`(?-CE?T9[A+MLBO5%4,U0TV$<'K7\6S9JF.H M9VC@6"-;30S-!51*M9'98X^QFY1"9C5271[MXFJD%#;1*D@=H6*&<>:?'&7= MV$M;7:(U;L]Q!X;&Y+C$-;G2E&B-.Q=!2CDW*H(C5P0*%0LRF!4+DJ`Z>A9R M!:L,:J-5%JMCJ.=8`T,C.TX,S85C*S2)\91HC3LKQ*=0_&3NYJ\+ M;K9]_04@):N7:`;IM*V*H5JAU*V&H5:A%*MCJ%R(VUD5`;4ZI%64\-0JU#8<.PURR[1 M.AMZA5+<@:%1H;B1T>F2CG=6#V?%;M0"1ZX%%,I+I(@5&UGPS*!:K5*W&H9: MA=+FTS'4*Y1B#0R-"J58$T.S0BS+:2.M7_!R?U?(;&14B$<[S&S9&FR)E%B= M#'6$LH78,-0F1R=LEU@-VW.,@:$Q.3IAI\1JV+F(4:S8TT8ML.!&RU@>Y!M9 M-(-NVE;%4!VA0JP0+(-:=NP8ZCG6P-#(CA-#<^%8RK*1]Y\X[U?(;F2V"H]V M<2.C*18"YPM3'=)B:AAJ%8+_^L/I@6[-2%8Z3KU"*?S`T*A0V,[,44^)U;"S M0LZRE23H52K(&A4:$4 M:V)H5LB192/Y/W'R'R'S([F]V_:B9NG'M8JAFJ$F0OF/Y&S5,=0S-'"LD:TF MAN8"*A?E1EZ/9T)LTJ606914C$>[N"AOS(72*M$ZOVN%TJ1H&&H5"LOFQF3& M7:(U;J]0BCLP-"H4XEZ;U'A*M,:=%7(FWD8]<.)Z0*%B/0:S8CT25$=/%&MZ M1`U#K4)I#74,]0JE6`-#HT(IUL30K)`CBZ38WC85\_@4]WR*D,DNJ!B/=C&[ MH)^3$JT:U1'*3H\-0VURE#S@:._'2[3&[3G(P-"8'"7NWMR$,R5:X\Y%D'+1 M;I0$>.\#+=H(%0E&S)?S!(.@.@8KY`I6&=1&JRQ9Z1CJ.=;`T,B.$T-SX5C* MLI':GSBU5\CN9693N42[N)?9%*!*M(Y:K5!:4`U#K4(Q!3`539=HC=LKE.(. M#(T*Q;BFLIL2K7%GA7C17F^4!`M>IK$*Y7M9Q/*]C*%:H=2MAJ%6H;1/=`SU M"J58`T.C0BG6Q-"LD"/+1G9_'5/Y%/>LD-G+J!Z/=G$O.YJ?`*M$ZZC5$&YL*QE&4CL;_FQ%XALY=1/1[M MXEYF!JU*K`Y:K5!:3PU#K4)AR['GR\1JV%ZA%'9@:%0HA#7[\I18#3LKY*S8 MC6K@FJL!A8J-+)@5&QE!=?3,DS*&6H72)M$QU"N4*Q1;3-"H5BG6Q-"LD"/+ M1NI_S:F_0G8CL_5XM,-J?*%PKI*5#EX=H6PU-@RUR?&%\%VRTO`]QQH8&I/C M"^&G9*7AYR)6N8PWZH%KK@<4*G:WF/QGF5HTRS:\.D*%>,$Q@UIV[!CJ.=;` MT,B.$T-SX5C*LE$/7',]H)#]M=QL-)=HEZV_BJ&:H29"^:_E;-4QU#,T<*R1 MK2:&Y@(JI9*%UA++YU##4 M)D?)"^P-J(U[EP$*?7<*!+DQ17FUD:%BA49S++E M5T6S#*HC5,@5'#.H9<>.H9YC#0R-[#@Q-!>.A2RRO+QIMN!E&J;0%OUA8@V=K`X61R@"9:Y0LWQ4J.NRM[#V"7S+3) M_KN:'+C),<4JFK3U?3+3)N?7FBS'9Z/JN.&J0R&S#5`^&.WB-F`OTR56#[B. M4#:%&X;:Y"B+U83M$JMA>XXQ,#0F1R?LE%@-.Q.H9YC#0R-[#@Q-!>.I2P;)<<-EQP*V9+#YH/1+I8< M]@Z4*M$Z:K5"*<]M&&H5BL6!+6P3K7%[A5+<@:%1H7CYQ)P8IT1KW%DA3J]O M)&-W3MP+;G;4D-SO\JHCFN55!T.U0JE;#4.M0FEB=PSU"J58`T.C0BG6Q-"L MD"/+1M4AKU`QY]\(F9]F^+UHP3-;:95ZIE]K:H8:;3)[?I&M.H9ZA@:.-;+5 MQ-!<0.5ZW*@=;KAV4,BCA+GA$D8A>T*FA"FXXL22 MCIQ^=JYBM.ST4T*/V MN>':1Z'B1!W,,J6J:)9!=80*\8)C!K7LV#'4"E#X+EGIW.@5 M2N$'AD:%7@P_)2L-/RO$IZG;C7IHP%[CC4P-";'%\)/R4K#ST6L8GG?2IG@+.\%-U,O5!3R^AH-?(EF MV197,51'J!`O!,N@EAT[AGJ.-3`TLN/$T%PXEK)LE">W7)XH)!7V>@%A=V7? MVG.)=ODU0X9JAIH(96E'RU8=0SU#`\<:V6IB:"Z@4JJ-TN,VUAEI]9\5,JN4 M,L=H)R]!6!7EU\%%*VRK4J0?C_8'\SH:9'.L8:C]KL8ZT]CNUOS:W7/D@:'Q MNQJ;RL8.=T=S@6CL5'QW'+%HU"QGH,9E-HX5L^Q!H9&CC5QK+EP+&79*&]NN;Q1R&8Q-H&.=CCK+M>(]N944R4^Z1;K MDW3:;-0J0:U"(?#UK;W@D'@-W"N4H@P,C0K%P/8:ZI1X#3PKY)R<-TJ26RY) M%"IREEA^I-VABF99&E,KE/K5,-0JE&)U#/4*I5@#0Z-"*=;$T*R0(\M&%7'+ M581"9C>D2Z?1#N=8F6B'D]EYJL3KL-41*A8HEQG)<0E,MY\E7@/W''A@:$R. MX8CM;RB)U\!S$:5L2[>*.QF_-2+P.6ZU06E0-0ZU" M8>/9'\R/*UWB-7"O4`H\,#0J%`(?[+O8I\1KX%DA7KIW&^7&@AM%8P62[VC1 M+-N^*H9JA5*_&H9:A=(NU#'4*Y1B#0R-"J58$T.S0HXL&Q7"72P'4MRS0MG+ MN0NHG,`FQ5Y>;QW>RJ]ODI#/`)C+M!$J/A"`9-OL,!?U1%:R9I`P2UMG>2@; M*>P=I[`1*E)3!#87[R_)3"=>Q5#-4,-0RU#'4,_0P-#(T,307$"E4I+F.>7B M74C_\JM!$9+W?*Y#<-C;+"I9):%B*IFF=L-'Q?0*4.&QG5'6=4$9+'#]?..:^ZCV;R&H[5C`OV:(5KS9(6 MGJ[MVP!K#9-^26L42IM!J]"+C76FL1N[\_0:9FFLT`<=]'>Y0)2I@&*02*6_ M*(8WN"A6*88?(!2K%<9>VLSRPT.C3( M(QD--E(9A'8T"!@TT-CH;\"R:R'H(6$8UX"5/20,/21?C"MAZ%/N:_IDTBC- MG797G#PI9I8SO0Q([6(E@"N^Y4NF(I:6*824,G5Y]P[":9U*A MP&J@RD.!/)!18"-[VUUQ^J98N5J#7=89=)`P=#!B10<)0P?)%WTB#'W*?4V? M-O(LW#_IS-2`F=5*3Y6J;[R00)D0*"^,%2NGKU:J/+H=<#*,P]AZ/7J MNT2_N>,]>+70Z-`@CV0T,$E8VJ\XV]I=!:Q7NBC.M%<.2R,ZY=`.2VLE+1W([WJ)#&[#3<8$F`9/K MY*LOW^NJ9OECY(K99GDZ4+.0[I5F2S4W/[FH7U/,KCCL(B;7J=<>X71IKC!= MU.Z5#%7-8HIZN[-W$=9J@;@5L#P>@W%*L5V^#"4@E`C&J;R#FH$+%MX M4(,"HNL!RP.BMWE`TUM)@E[J[7\]_HG<'-O@\O[\7W:X&D&[JF+R.'G@;$"CK:17F;9)PY!W MX7BTP^==_/PFSIB%A%0=)#OUQ2P*\;*S+2818="/,,A'&-0C#.(1!NT(@W2$ M03G"(%R.&=TDA7-U"[E=J5O`\@L]._W>9K'2R`X:$0:-"(-&A$$CPJ`18="( M,&A$�B#!KEF-%(DCQ7(R%,-1T_G0G)=0$Y>ZQ3P9PY#K9JI\Z!;LBE]2*$&" ME,$L7F(Z'&],H@MA@T5V2H&PA&&R?D^#T+IL<']CZBDH3\&A/&%0_GL:Q&"4 M#>[L*QDP-'EP,S226KM#$W+N@'+[M*!Y@'++G-!Y8"5*A,&E2D> M)*5X$)%\(2)A$)'B03&*!XURWU*CY>.9GD;QJYJ%1A&3=Y+GT]=L/9==M(N7 MR.X.)ONI,@/=F^H52X5"XV#MBH7?M>_LIMUE!AJ\7[$4?'"P<<5"\%M[57?* M##3XO&)+<".OI.R9O*^>N^)7.TO90]X/V;5-2!PP/$>J&%0E#*H&##=@JAU4 M#5A1A+`OA*1X$)+B04B*!R')%]H1!NWR>$8[R?,S[=8S4OP.9ZE1+`KDPQ]I M;MZ9_0FZ!3MY)G$U[0.8KM_3(+0.9MH@ M78"$\C%0:A#*4X-0_GL:Q&`4#3KW4:H%GHO"U#%#(UE_-C2O3^M0)I1#%C$, MF[M%U#_H"5\E,\:$WQH"[%@[H4#^I2/$A) M\3"O\WA&/"D'7A+/UNKQ*&FP"4!U03:!0P_O"L&[0B#=H1!.XJ'J4MV MT(XP:$<8M*-XT([LH!UAT"['C'92)KRDG?WN.R8#U5$1P[L852=H%^Q>^:4Z M,U-7R+FZ*@8Y8[-I>"#G:I=O/721,)EI."B\NBH&A:D)*!PPO)E-[:`P85`X MQXS"4B)D"J==-]0.Y2P,F*T#3*4#=8-=EK=C9A(&*0F#E`$KZ@"VP\PD7^A& M&'0+6+9RH%O`($NF&V'0+<>,;E(BN+J%VJ'4+=83"+>>A?`S'M4!\4.DK]4! MT4SK@&N^,ALML@Y"V'`0&88Y&K"7&X36P2PV>+RB&PC4(@L.Y:E!*$\89BQA M4#['C/)2`;C*A]*@5#Y@>/F]CC1F9\"*-#]B19I??.%TN8X*$8-OUD^(2/&@ M6,"R>)B=Y`N-"(-&A$$CPJ!1CAF-I`)P-0JE0:E1P%Y/\X-=_'4-^8*Y4(PU MOEJHVECC`/VOZ2FX?S335OKTQVRZ$C45) M.ATTBF6=AK#1[L4&H74PBPV>CK:JA/+4()0/6-;@Z&!0GNR@?(X9Y27OSY1_ M?=:&0J$ MQ*-X$(\PB$<8Q,LQ(YYD]2^)9U/W^,'34KQ0&J"OQA$%/PJ`G8="3,.A)&/0D#'H2!CUSS.@IF7ZFYYIL(MNCM#UB MN&*@?;_L&(-&P3>S@T:$02/"H!%AT(@P:$08-"(,&A$&C0B#1CEF-))P-E5<+C0Z5<\RH+.EZIG+:_$(> M7ZH9L>+")6X[-K_X8,:J(+$%_M0HOT\"Z&@EK$4%"+&`J-]&(?,2!J%UNT:F%X\A;-\$CF[PY/*`G* MX8D8AD?''D.A8-J-,<$53,DEI`X@WM.JWI`Z8&4FK\ZI&>BJ8/*&E.0-*0F# ME.J<(D(W!5-$2)5[EU+)#4.N5`MA*A[%Y%[0=8(>3>EXP2]]B/G3VWA#KGV( MK,IXE:Q6+,N8&@=K%4/L[`@.YA"ZS$R;Z!63$F@]>+I+<%"S[$A&Q8I6<='' MW+0Z97;:[*S89K-F/"3]]Z9N_!9L,745PWAH>U`_%!#9W3BCL:3^KL:A)B@UCA@TUN!0-(!H0S&(2!A$C%@A M(F$0D7RA&V'0C7RA&V'0C7PA$F$0*?X2#X:J?-0O#O:19C0,UB M#-9PJ5EO[JYFVBJ&)0]GAD7*#7=88AV2IN1YAR1IJ5?+332`Y29*&!0/6+;I M80,(6"DO^4)*PB`EQ8-N%`^ZD2_F+F$0*?G2%N-$N;!>;N&F[97>EGN<1K1[&:"XEA:MYJ#5*S2-6;JH!+#=5PB!GQ-+9&-I%K-".?#$Q M"8->Y`N]"(->Y`N1"(-(N:\121)[5Z18$Q2K-V+EIDJEE7[+%JVN$_-X,L.) M3376%.DT!B4#]NJF&LS*5;^&6^K.\FE#Z+S2.GF@,X6!SH1!Y]5WF?-E:$B^ MTAH:DN=AC.12(+B2QW*BD#QBY8892XRD'-0D#&H&K-PP`U9*1[[0BS#H1;[0 MBS#H1;X0B3"(E/N6(LDC:[E(RY4J^7'S^>.G#W_8NQ<6:U,_*2;/#*[3$&=9 MFJ[14#XUD-O1?$UV.LSU+F+R0IC5E\J<1LUP]5)=6\6*9N_L^^>ZS$Q=>\5> M;G50LZS54;&B58AB:KHIL]-F9\4VFS4C*"6%-\WC!W>+[5<_PHM5L^J(PS(W M1%YVZAN?=;JS]7"56^B18YA">1-NT8J)F3:9KB]@3(+=+H:_.="5L1RL$+))7=1 MY6-ESF58<<%NAWNYDJ'S"\MJ%YXO.]C%@9$+D)@_U,P_="!`0@@OC>AACCWQXC%`*ASB@BU%4P1(3!%A,`4$0*K MGJOWS^]__O'+P[??'RX/GS\_ MO?GP^,^OF.PG-)+A;[X]_/;3V_/=Z5[>X@;OU2,R>%[Z'H\5+>=]Y@["+;]Y M$7<0#C>$<,Q?=O>_^/'@X=B?<02N/5IPXQ_O?Q$MN>7S\7Y>"AA[M.B^WWLX MX)E>)](.+GB2U6'NX(-7!S(CJ_9^F4S,R7J]7^84<[)N[Y>YQ9RLW_MECC$G M:_9^F6K,R7*5#K@J"7?V.=D3[_$?SP\K[_I^67[AY@GB>F-+&*>)*;'(>9)8GHY#B]^8_C/,AQ>AS:.TA['HF%YXMZ`X[R2X_0XZ'DE>GH#),LVY\U='+[L!:@Y^#CE^KWTP>-P^++>74ZN MRDL?/#^Y.B]]\#@![GVHIG'H=M[Z;O'X?"OI`]>_]`'V5]<#H=_)7WP_'#X5]('CT,?9%]R M.1S^E?3!\Y/[L^"'NWQX33>]^0A[@<))'S.VXF M9STAB9S#70Y=DWTWE.GFG`-.]EW<4\@QT6W9LW!7I\O=2/\\/[EM4L;6XW"< M-Q+3X^2Q&NF?=XZ3QVO$S^-P^))/N'U''W8R?IYF&#K)-5P.79-UGBT[4XT\SAY$$LT\SAY($LT\SAY,$MT\3AY_$IT\3@(CL!GUP.?1!YK7+R?.-Z(/+R7..&'>7PV&<)*9W_H/+2<;/XS!& M4ORY'&)*WH.G1WEM(J;D+RZ'F+*F70XNV^K"7.>CIB>DGN8;+H=N2:[@O#<+<=3EY5Q#FA,O)6X(P)UP.K^R3?,+EY$5,F!,N)V]? M@M8N)^]=@M8N)^]?@M8N)^]APIQP.<@E6H'P9>_!F[]X M'-"4[#TN!YEE[W$YQ)1]%V_%\19?[+B\Q%ET\3EY5C.-T.;RH6O+A8]O9CR@F*,G\OA$$]RG-Y< MPG'*-3*7PR'*.=7E<(@G.4XO)HY3KJVY'`Y1SL4NAT,\R'%ZYR,^\K!6] MDRS9Y=`QR9)=#AV3+-GET#O)A%T.ARB9L,OA,P94D$.3ZH+*$CB414H".51^-:&Z.11^.:&R.11^/8&UKY+ MX:-O]_(%,^X5ONUV+Q\R8^8,]O@6V;U\/HM]\,DQJ./BK(#+Z]"'4\!I]8 MA#H>W"YC*9?#EOWOYF!T?00.F<9D6C'S'CGWPN;][^9P=,_CJ'WKJ M,6?TY^SVYP)&/O+(T6HP\JU'9O!]3!RUQ^`SF3AJC\'7,''4'H.ON,+'JVSP M^5;X>`R^XHJ>>@P^YGHO'R;EH\8'7#':'H,OMV*T?0:72_#Z!(Z&+P=#'2^' MQG>`<=0>@Z_Z(IK'X".\&!_O""Y@+BY3@9'OP/*QX1N[.#:/P:=V,7(>@R_N MWLO'83D:OJT.W;R-!Q]/1W\\YGR+$\6&;CA-N`R^YHVC]K3&1[UQU!Z#;WMC M[G@,/MZ-4?`8?,,;<\=C\"EO]-1CAAM<(L$]C)XZ-_>3R\SPF5WF#-W.KFX7 M,/*9>&ZG!B-?BV>F`2,?C6>F!2,?BF>F!R/?BV=F`".?C6?FC/Z@:-@376:$S^0RPPWF:'C_B(DV@IE<9@8SN\P9&IPW-$!*ZC(U M?&J7:<`T+M."Z5RF!].[S`!F<)DS^G-V^W,!4[E,#:9VF09,XS(MF,YE>C"] MSUSC''SMG6D',(/+C&`FEYG!S"YSN4'&%5Z+9.9!"Z9SF1',Y#/7N"D@/.IM MHLU@9I>Y7&,%AT_X&)\63.\R(YC99<[HZ=GO*9C*96HPMSO%"&9RF1G,[#)GZ';>T`U%J<:^\&U=W:^@*E< MI@93NTP#IG&9%DSG,CV8WF4&,(/+C&`FEYG!S"XSGI!3A->7F#4W@YE=Y@S= MSJYN%S"5R]1@:I=IP#0NTX+I7*8'T[O,`&9PF1',Y#(#;F`:<`\GSX-1;FUR MF1G,[#)GZ'9V=;N`J5RF!E.[3`.F<9D63.908P@\N][ZM$%3NTP#IG&9%DSG,CV8WF5FW/@TN_<]G7'KUAE/)O&, MO\C-8"Y3@ZE=I@'3N$P+IG.9'DSO,@.8P65&,)/+S&!FEQGE!BCW'J=9;G]R MF3-T.[NZ73.\R`YC!948PD\L,S_3*+KFQR;UW:9#; MFEQF!#.YS`QF=IDS=#N[NEW`5"Y3@ZE=I@'3N$P+IG.9'DSO,N,!9T"\R]5"Z9WF1',[#)GZ'9V=;N`J5RF!E.[3`.F<9D63.IP=0N MTX!I7*8%T[E,#Z9WF0',X#(CF,EE9C"SRXRX\6IR[[N:PW"YC* M96HPMT"IG*9&DSM,@V8QF5:,)W+]&!ZEQG`#"XSRXU1>&T"[U67/;(-]\ZN%DSO M,B.8V67.T.WLZG8!4[E,#:9VF09,XS(MF,YE>C"]RXRX>6IR[S>;Y;8JESE# MM_.&;LA07*:&3^TR#9C&95HPGKEUS&4&,(/+C&!&EYG`3"XS@YE=Y@SF M[#(7,!>7JG\/C/7$$ M,[O,98>]:N==06_!]"XS@ID#\VZ],/;T\X]_OO_]87[_[?=/7Y_>?'[X#8^5 M7OV`'VG>?/OT^\?U'\_A.\1O_O'X_/SX!0_SOGWS\>']KP_?Q!K&OST^/NL_ MT)%W?SU^^V-Y=/7G_R\`````__\#`%!+`P04``8`"````"$`9Y13U<$"```* M!P``&0```'AL+W=OP M?%_,,8$HI$JWZFZEK;1:[>':`0-6`2/;:=JWWS$F!!JD[0V'W^-OQC/#L+U] M;6KTPJ3BHDVQY[@8L383.6_+%/_^]7`38Z0T;7-:BY:E^(TI?+O[_&E[$O)9 M58QI!(16I;C2NML0HK**-50YHF,MK!1"-E3#JRR)ZB2C>;^IJ8GONBO24-YB M2]C(CS!$4?",W8OLV+!66XAD-=40OZIXI\ZT)OL(KJ'R^=C=9*+I`''@-==O M/12C)ML\EJV0]%##N5^]D&9G=O]RA6]X)H42A78`1VR@UV=.2$*`M-OF'$Y@ MTHXD*U*\]S9WGHO);MLGZ`]G)S5Y1JH2IZ^2Y]]YRR#;4"=3@8,0S\;T,3<2 M;"97NQ_Z"OR0*&<%/=;ZISA]8[RL-)0[,ELR48,GN**&FQZ`H]/7_G[BN:Y2 M'(2.'T=>M/(CC`Y,Z0=N-F.4'946S5]KY0TL2_$'"MS/E)43K=W`^S^$V(CZ MD]Q337=;*4X(V@-J"E.,(*@%*@ONR0.M^0%DI$--G?6 M!JZCC3]:$*"/+B#>!1=&-2Y,MHS/.RM,><$R+UCD&17R.@DGB:,18%U8F[`O MZC3"<)%H5$@+Q#6>\#H+@Q'TSL1H-?J=)0)*/4D$,NVR"IUHS+I9[QV..1F4 M:5*2>+U,7UW3O>124K,\AP_*//1X&;Y>@$>!L[X$;RSF_$&9\Y-EOAF)ES;L M4^/YL0.-?6Y)8S'G#\J,G[C+?&CE]WP_#$:X69[#!V4.]Y;A,&.NZ$%X";U? MG^,'R9\U5_+^`[*3QWZO#9,E^\+J6J%,'%OH'5/;41TGWMXW[?U>#S=[.PG) MN`(#JJ,E>Z*RY*U"-2N`Z9J2(FEGF7W1HH/884H)#9.I?ZS@G\/@FW6A>5$A MA#Z_@&&ULE)U;\-=]UN+E$1*?-3(]%@QEN20Y/'LO]^#`K)P.=DD[0=)_DX"*"2R4$A4 M==4/__N?3[\_^_?]UV\?OWS^\7EVL7C^[/[SAR^_?/S\SQ^?W[RI_N?R^;-O MW]]__N7][U\^W__X_/_NOSW_WY_^^[]^^.O+UW]]^^W^_OLSU/#YVX_/?_O^ M_8_#BQ??/OQV_^G]MXLO?]Q_AO+KEZ^?WG_'_W[]YXMO?WR]?__+5.C3[R^6 MB\7VQ:?W'S\_MS45?+W__?UW'/^WWS[^ M\4UJ^_3A*=5]>O_U7W_^\3\?OGSZ`U7\X^/O'[__WU3I\V>?/AS:?W[^\O7] M/WY'O_^3K=]_D+JG_Z'J/WW\\/7+MR^_?K]`=2_L@7*?]R_V+U#33S_\\A$] M,&Y_]O7^UQ^?_YP=[K+5YOF+GWZ8/'3[\?ZO;\&_GWW[[/OPP?/]_# MW1@H,P3_^/+E7\:T_<4@%'Y!I:MI"*Z^/OOE_M?W?_[^_=67OYK[C__\[3O& M>VKOPY??T1+^?/;IHPD"]/W]?Z:___KXR_???GR^VEPL+S?99KOWUBHSS<^U+%TM^%MJV5YL=HM59BIYH.#*%<3?KN!R M>Y&M%U/C#Y1;NW+X6\IE3VH0AS/U%W^[@KN+7;;8KW8/'^C6E5V MKAS.+#G01>#?![JX=R7Q]]\ZT@S!8H?41(T;TZ>-1C9'`_[ABF;9Q7JYV5T^ M-I*9Q(#YQ]]L5J(@\V'PM%'))`[,/_YFHQ()."VDZ.9)0YI)+)A_N$8OGQ*T MF01#%D3#D\(]DV`P_W!-/NU@EQ(-YA]_YV"7$@M+/YY/.S>7,ISF'W_O8&4X MEWXX+Y]T6IMI9@IZ\P_7YH-'^\+.@]/\6;S__OZG'[Y^^>L9KDKH]K<_WIMK M7'8PE;F9TTUB\UR*.?V#,?_9V/_X',."2?(;Z+]_VB^S'U[\&Y/S!V=S9)ME M;)&+A9E43;5%"LH45"FH4]"DH$U!EX(^!4,*QA2<4O`R!5B(#D9'( MBF,ZMD;E& M!4;I"3X;25P41$HB%9&:2$.D)=(1Z8D,1$8B)R(OB5P1N2;RBLAK(F^(W!"Y M)?*6R#LB=R&)H@#7]S`*IHO]+(K92,*K)%(1J8DT1%HB'9&> MR$!D#$GD,N1!?\=EQCQVF26ARRS9+J;<:KG(DJFUF/796T0J2["](3;U;&,R M-M2:7+Z;69<2+9&.:NUG&U=KLE@<9EUJ'4,2>=)LXX2NE-EHXK'/'-J@Q!Q5 M^^4FCJK<6:V1],Q6R_T^MBK$:C6Y.TOD4F2[E6@RU4J0C_):T(---6)EF[J, M#Z05U;?4"?(M]8(>;&D0*[6E4=2II7@,3((8S`#S&!B>C(%%&`,9VMSLIL%J M[5$A:#E;E8)\IRI&M2!?5R/(U]4*\G5UC'I!OJY!D*]K%#35%7O%9%&:5VQV MA<6SN.!H%M)PP193[!QS^^4V'NK<6:UW4\RMDMV3PLM2;^D0%EV"*D:U+VA. MQVP7-]MX62IIN9*.4>\+3O4F$]+@9:EWC"J)G6DR%,V9-G-!0:GD:'9'K3,% MY0[!BXX,!JC@K%7S(I=\XI=R4=>L2B9 M_)*QSLW^L#D7EU.()2-6>%7<6`KRIU+%J!9DJTVO(5Z5:EM!OMJ.42_(5IN< M#X-7I=I1D'*RFM6NYDF["HX\:5$TA5D$MTE3A=DNMYX45`KRG:H8U8)\70VC M5I"OJV/4"_)U#8Q&08I7S-I7\XI=$T=><:&:P*-P&,#?V3'SX M1*-@5#*J&-6,&D8MHXY1SVA@-$8H]HI)4S2OV/0E\HI#P::`N6D)K^!R[\\' M0B5;58QJ1@VCEE''J&+N%9[=()CLX[3!H3#?=>B1/0)O M)3XM&56,:D8-HY91QZAG-#`:(Q0[,,FO'G4@YUTXU4QL10ZTZ/R.@2L#`^^[ MN8R@REDA#Q)4^X)G=@V\@91I&75<<^^MSNP<>`.I>8Q0[-6XB$XD]?A1B$-@47ANMM9A5L'@OS8E8)\IRI& MM2`?[8T@7UH%^;H&0;ZN4=!45^R5,WF=N9>6!J9%CVP=N()NZR!9 ME1=>E9.F="A8J%>,:E_0G([)?D7C5:FVY3HZ1KTO:*I-3K+!JU+M&-41>]*D M82B2^9M')GY?8-DNWL5=!4X:P"5`KRG:L8U8+\1-,P M:@7YNCI&O2!?U\!H%*1XY4R6L.0LP2%S)L]CLE\EMWQR;R5#7C`J&56,:D8- MHY91QZAG-#`:&9T8O61TQ>B:T2M&KQF]873#Z);16T;O&-U%*)YT3"ZC3<4N MQ_%!=EQ:9":P(!B2#;[<6_E@F`L**MFJ8E0S:ABUC#I&/:.!T,7K-Z`VC&T:WC-XR>L?H+D)1,*R2G%!N&4T\7GH[A&6\C&G.J&!4,JH8 MU8P:1BVCCE'/:&`T,CI%*':4R;B4LV9E,[$P1Q'D]P]R1@6CDE'%J&;4,&H9 M=8QZ1@.CD=$I0K&CDF3NL21YQ4F>H"A_VZ^2Y4PN9CX@"X>BS8C]*DFX2F\E MD5QQ7;6W"B>_Y%Y,XZVDKI91Q]7WWBJL/EW\>"NI?N2Z3F(5YH;[E<\#X@$Z MD^JM.-43M-[8^U#9=I=._LYD[194NJ);7[)R*"A9BY7O2"/(N[$5 MY.OJN*Y>D%]9#()\9CX*\BV>',K6T[/JL:_.))3XE5J:4`K"2M_DL>MLM?(# M,/U\(7 MCE'O"T[;<$F]@Y/-12U8OE'(4B].KF"V,4^+&8]M@P=OXF$XD\&N.(,5%"9< MC@4>+!R"W\49)5M5C&J'@E!O&+5'C.=@%KOJ3&JZ MXM14T,;=_]I#\0:KR% M^*(5Y(^G8]0+<9?$PG,F%S9HA MV=,3A&&0?N:.!2XL'(+?Q:IDJXI1+=HQZ0;ZN05`8L;:3P=&? MG)7Q'$7LF4QQQ9FB()EC%_MM>IO9F43GNJU(YMC%YG*7S$XEEZH8U0[Y.7:9 MM-YX"QFDENOI&/6^H#['VBX\-L=:JZ#O)U>OGV/#JU(4L=A65U./B<JYX.!0.,=RP9-#VAQK5F=:EC;QQ%4V M<8-;PHMC$C:Y*Q@Y;RXHD52R5<6H9M0P:AEUC'I&`Z.1T8G12T97C*X9O6+T MFM$;1C>,;AF]9?2.T5V$XO,FR41E;P-[N>E,[U`<#.ODZI1[*QGY@E')J&)4 M,VH8M8PZ1CVC@='(Z,3H):,K1M>,7C%ZS>@-HQM&MXS>,GK'Z"Y"<3";3ZZ@N03,"2YM$!5BY5*#_<4JND$/MC:(E6LMNT@7OJ-83*W%PW$F(<7JCH;# MHFA9Z1)0GUT4KB`F80F&4I#O6,6H%N3K:@3YNEI!OJZ.42_(US4(\G6-@J:Z M8J^L2A^YF.=G"*Y*X@6S3FTI1$JO(%WFZTY6'96SBI`M2]H:TXW MNAMO(#6W7$W'J/<%W3%OLD7P7S*_#-Y%D-$.87>R302N\@7BRE)KA]KGFU2+9?JF<%39GI6#MZ[*- M94F9QAM(F?9)C77<6._KLHVMD^E\\`;2V/A88_%8F`Q/B5!LZJ53@*`HBUPG MKLZ=E9L"UNN+]%Y6X2WDD$N'S..H#PV&.Z9@.>#K,OY9+RZVR:9*XRVDM?9) MK77.*GC(M/=UN=8NU\%,D>Z9#]YFS-)'?;H:&P<"L^3?7HUSEU! MDSEX-Z2@Z[E!8?.5GL040GBT4/M]APB^V36NR<5=!B[^MZH(^#MY(^ MCH^U&`]-DF)-R^85MH]QB:T2M&KQF]873#Z);16T;O&-U%*`Z4,UDG MGHJG<]BB)!C\G6U[^\X5#"[W!:.24<6H9M0P:AEUC'I&`Z.1T8G12T97C*X9 MO6+TFM$;1C>,;AF]9?2.T5V$XF`PF;)VL34\6?A8%&[,;`@5C$I&%:.:4<.H M9=1%*.[2J;_DNNJO%585[(VK;V5U-4P:KGZ3JS"%'T?K$9C;YF4 M3HMSPY,XM\BL6;T+-NEN],9:R6,V>.?I,DML"F>#+1GI6BG(K]XK06$_:!NE M%BNWU;"Y2)>YC5CXUEI!OK5.D*UG#0V8?)XB& M--US5NY6ZDIYZ*IP)L%5LF1427-VNV+-NV6UMQ`_-EQ/RZCS!4VJL+_(LGWX MG]\XB5UE,APE#K8N\_&C&&>I:$2N%,PO.`427( M[A^L]A>[9-55>POQ=B,H."T8=8),N+8(>2&2#=9'!6;@;8+/%? M_!QDX2R"*"\95=*:>XP(K_].ZJF]A3B[X7I:1ITO:":`W47PCIMXX),UX6,K MBRVO%1V*I@)K=>EG]D*L?-B4#@5.JL3J<@ZNFE$CR-?58RL2F<3;A`$.0#NQ+T\`)!K-P"87NQ2E9M MC5@$"P1!OK5.D"P0@AWUV&')^G.>'GB=:;;HL<@*%P@.1=.#M0KF@M)9!:@2 MY,.H%N1GC$:0[U?+J!.D3`]GEHM;7BXZ9.H*%@CIAHFS&2I=BBX1=$X%-35,NJB@E'G=F>6BQ./EXL.H:DP M&I*1SKV5N*!@5#*J&-6,&D8MHXY1SVA@-#(Z,7K)Z(K1-:-7C%XS>L/HAM$M MH[>,WC&ZBU`<#,F">+HZ/OP:X!VOE1V*?^B9_G0B]U8^3MQ:V<]L)5M5C&I& M#:.64<>H9S0P&AF=&+UD=,7HFM$K1J\9O6%TP^B6T5M&[QC=12B.DS.YQ8YS M"X?"G35&!:.24<6H9M0P:AEUC'I&`Z.1T2E"L:/.Y!D[SC,$!;MTC`I&):.* M4RNIJV'43W=NL\O+-*5T)BZ#6*[3W8;"&83I@R!_>:@$ M/9P^B)5=]F^S,#NT"T:Q"-('0;ZU3M"#K?5BA5-\7C3SNR?$RK(C.Y'D[SO,$X>Z)1$WN6)BW.!0D*26C2E"0MP@*\A9!OL66 M42?(U]4+\G4-@GQ=(Z.30_B"F^ED["J3D"F[8^@\1;-#V%VVT03$P'YW2'X70XI=V9A,N50X,624>50D#G5C!HNV#+JN&#/ M:.""(Z.30\9[%*(F)=1"U*:*X08N_#%Y#V>S"]%%EI&G2\X'6(<_[U7I=J!ZQ@9G1QZ MXCQZ>28#FWCB=9>4A?.H,X.;Y2@+AR*_VI(!JIQ5.(\R:KBNEE''!7M&`Q<< M&9TD*^=.WD4+^7&T9=8(>GDB]E43`(,A7/S(Z.?34B33)ZR1KN.3\35`TD5JS M:"*U*'!FZ4H&J!+DO5,.D&^KI[1(,C7-3(Z.:1.I&<2K$M.L`3- M$VGX"U][M]:9N(ETO5FMT@@KG$EP>I>,*H=D)N5?G=3>0D*IX7I:1ITO.*U) MTL36RU+OP)6,C$X./74J/9,U77+6)"B:2JU9-)5:%#F64.4JBZ92:Q6@QED% M=;6,.JZK9S1PP9'1R2%U*CV3-5URUB1HGDJ7]'RT,W%3*3YUO4_O(3J+X,0N M&56"W$W_K7*MM\<7_'RHD4+^=&T9=8)LU7YG9#K'>J_Z`'4M^6I'L?+HY-!3 MY]`S.=,EYTR"HCG4FD5SJ$617PE5KK+`:S6C1I#O7LNH$Q3.H:Y%CP:Q\G6- MC$X.J7/HF9SIDG,F0?,I%'*EN3$D_EJSLO"8$CRD-P5 M#$Z;@E')J&)4,VH8M8PZ1CVC@='(Z,3H):,K1M>,7C%ZS>@-HQM&MXS>,GK' MZ"Y"<3"GS??N]MODU43OKMLB^*> MY[2JPH[0.GWK,SZ[;(W"!S]FYE>PZ*.SPU]SF_RL\&SF'AU?7*0MP@MABXD7 MSB0)V<*E!)$7W&+?/[J`+EL6I@G"@J0`7Y-V9:,>4GT81<=\NSC^L&QR_&=6 M[MG"K=-]/1A%QQ:X)LXNW6^272_TR=JY!?P*V29MC(A-$)7HHRT7,(RB9;*& MWU^LTS,T,)%@1I?#JI(NGUDT9PM>-<\,79;*T3]>-PL+CAW]L78!0W\L"Y?. M"D,'PK))!\XL9;,%KV5GML#5S(\9O2%5[-P6P7I[>9F^]P!GGJT_CDMBZ*-C M-GU'WK5(9FB$Z6PB;D67PZJ2+I]9L&4F%).'RV:&+DOE&#-K&)]GEL7](8;^ M..;/!72`&#H0EDTZ<&:1D9EQH0XX9NKS8[9),Q`IZ\ZS2SQ6E,RH&#);51"" M"$MBZ*)E$#<9.R,S"0%E]9I.0 M+&@<@Q-D<'*QB\Y'L?.=*<4N.$>KF?GZZIGY<[29V51?O[W6A\OG M#.\<,N\4=A>S)$S,RBD(DR?\WB5#Z-",[EC\ MBY==\N02(L@6A5D00<000<000<000<000<000<000<000<000<000<000<00 M0<000<2N%88((CM$$#%$$#%$$#%$$#%$$#%$$#%$4,B2"#(+T2""Y/F6#-]X MYC"95ZWA1$/7?5S8,IQ300_E0OL@EDM M?7\H/$S5POEO1V=GC:6DAZN%WN%TFR!C>[6OSOQ1"UCOGU)*)V;LW[0-D6 M%3.7'?(/C>!U:A%>)P:O.X:K7^#UY)8^O$Y%X77+,KR^R>P(XVM@P9; M9%5UN[S-9GD'"RLPNVYN!5"_%>D"!X7>'(J\[.,T2J8WY$X#.J#SXC M!I]9%CQ:!PR1]WB(F>Q*\:/%C9@$+;8*ZX2AJ@>#D#LP2-$, M[XZR0;@,YL+$Y28]UX(0%V%:[3L6O+\CSQR#DR7>X%3*^>%48G"J94%]M;`@ MIN$R*@N7$8/++`O*]L("=\,_UL[XAV/09$:J0VS*%)V52\NP3^1BD!)D9^%V MJ9>+_2;=R8:[7"W^-(&[B,%=ZC7%X&(?_(`OB4&39:@NM^E'['++HJVYI671UIQCP38?`=C ME-Z^PGDZFP7G*3'XB!A\1`P^(@8?$8./B,%'Q.`C8O`1L5%A)X6]5-B5PJX5 M]DIAKQ7V1F$W"KM5V%N%O5/87RH"83=;.>;R/;);6!$XFPF32`20Y9$HLF.@TB<=QF6+FV.9B?+ MXA=WIC^>1Q!:,_/RV'F-2JMB1*(S4W^A@:"TM)2%O]CO4D'<;(5'( M6Q:^>C5;$D,P6V;W4*8)!1%L69#P((*)(8*I/H0KU8<8I;*(46*(4:H/`4GU M(?JH+**/&**/ZD.H47V(*RJ+N"*&N+(,&W'S#@6B2*#?ZD+,6!ALG2%FJ$;$ MC&7!*"%`7%E_>414A&7CJ##[2&I43$*RT^58\L[:Y(J29V)FK\:)7`2R3-6E M,*PGA54*JX7A];(F_).K?!/(4DTK+*BZ4U@OS%6=[)\,@2Q5C\*"JD\*>RG, MO!1WOC+0M'@5F$D3U\*")EXI[+6PAYMX$YA)$S?"@B9N%?96F'-0^K&M=X$N M==\)LW4GD6?VOK3Y:.4VQ<+YR+'PY;^9,/]`&F++EL4QRC$@MBP+^H?8(H;8 MHK((*&((*"J+@"*&@**RB")BB"(JBR@BABBBL@@98@@9*HN0(8:0H;*(#V*( M#RJ+^""&^*"RB`EBB(FP;!(39J].C0FWB1?%A&7)LHPVWU?6#)&99JD;P4-4('F((GKGL`U,&XFDVDR803U0= MXHD8XFDN^T`3"+'93)I`B%%U"#%B"+&Y[`--(.IF,VD"44?5(>J((>KFLF8, MDM%'`,ZR5(T`#*M)`M!LA@8!^&B&NG*[IU%@6A9B M912EM`@95S2R4Q+*V<[]]B>9AQ!1MB*\\#2(*,N"BR*FLR*/V$&_4'N)-ZD&>/J^+J(,(0;&S[25+,T0CM8=HI/80C5+/@^TA0,7NP?4: M8I;:1_!=A'&8O=@NXAL:A>13>TBLJ6^!]M%L(N=\V^RN8+`#QM, M`M_L`*N!;[>&HZV[E67Q*HX8YD7'HE6<94'`8EHDAB"F^A"P5!^"E,HB2(DA M2*D^!"35AR"DL@A"8@A"J@\!1_4AN*@L@HL8@HOJ0R!1?0@:*HN@(8:@H?H0 M(%0?8B(L:V/BQ;??[N^_%^^_O__IAT_W7_]YG]___ONW9Q^^_/D9I_<&#U\% M_-G7^U]_?'[<;P[FU^:8F.82HFRA3`^/I`H>.S_%GO:_HC6)_Q`&K]CA<[6A_7A]^-D/-+1_1#=5;&%#5/L-X M(@24FK(=E.EAL]0CRTL<[C0+)(J9+`]3H'-]9H(\3`'/FIDH#U/@LV8FS,-T M`K!F)LG#="*P9N9'=$#UDKD0'::)@,N9"])AFA!8,Q>APS0QL&8N/(=I@F#- M7(`.TT3!FKD0':8)@S7,D>L#_M!&#G/E^H`_-,UTQ#N2Q/7FH:07IJXUC0,^=*,NZ9A MR)=F;#4-P[HT8ZMI&-:E&5M-P[`NS?F@:3@5EN9\T#0,^<*,NS;W8MP79MPU M#4.^,..N:1CRA1EW3<.X+\RX:QJ&'!<47<.0+\RX:^4P[@LS[IJ&(5^8<=X!86Q5S=P+PMBJFKDGA.N1JID;01AW M53-W@3#NJF;NLV&,5,W<;\/U2-7,33:,GZJ9.VL8/U4S=]AP/JB:N=.&ZY&J MX4[0)<9!U7!'Z!+CH&KF[B7B6M7,74QUH]'PAS;N MN='PAZ;ASMDE8E?5<`?M$K&K:KB3=HG8537<4;O$]4C5VRD*1G?&G MIL%=.]-W34.H[,RX:QJ&=6=B7M,0TF;!IVH8534,N;F. MJ1KZL#3CKM6)(3?7.%7#L&(M:YYQXF.!9M9\>"Y0U98F)K3V,`Y+$Q.:AG`P MUS%5P]"9ZYBJ(1S,=4S5,+9+$Q-:>\`+HVGS&8;`S(.JAB$P\Z"J80C,=475 M,`0+,PY:>Q@"<\U1-?-S"1P+GM=G7[=&PQ^:9GX^@6-1-?.;"1R+JIG?3N!8 M5`W#:JY'ZG%B6!=F;+7^85C-M4K5,*SF6J5J&%9SK5(U\Y8!XQ1HL#U%R,=](> MS-M4^2CP:MJ#>8,J*W@%[<&\2)45O(GV8-ZGR@I>2'LPKU5EI=UG.`+-K7A] M,XY`4_">9AR!IN!US3@"3<%;FW$$FG+$L1W58\NAY*J"-P=C]+3^E%#,NVZY MIWB/\*%6E2..[:@>6P[%O`*::\.KMG$$FE)"*54%+][&$6AE\$)M1(BJ7"*L M\(9Q/@*\)QXCIREX73Q&3E/P/GB,G*;@M?`8.4W!V^$Q>:F<6ONZ'GFH*/O*'GFK* M$3XXJC[`%^?04\T[^-(<>JHI)9125?#=.?14*X./RZ&GFM)",9]'8[_A M(WJJ*?CL(WJJ*?CZ(R)>4_`)7/14.TN.\,%1]4$.Q7PJE(^Z@%*H"K[&>C`? M#N4R^"CKP7PLE!5\>?5@OAG*"C[`>C"?#F4%WV$]F,^%LH+OK1[,5T-9:>"# M1O5!"\5\19?+X&/%!_,Q75;P@6(<@:8,4,RG=;D,ODV,2-24XP[W4?`!="Z3 M[W`W"]^89@7?S49_-`6?O,81:,H11W!4CR"'8KY=S.W@(](X`DTIH9@O&7,9 M?%+Z8#YHS$H-I5:5;KL]=/:!D>06\'&+W8BMFDU`R56E@%*H2@FE5)4*2J4J M-91:51HHC:JT4%I5Z:!TJM)N]*?%DJK*AV43E6.\-M1]5L.)5>5`DJA*B644E4J*+6J-%`:56FA MM*IR1'^.:G]R*+FJ%%`*52FAE*I20:E4I892JTJ^0>QLM"M&#:51E1[*H"K' M#:YS&VW>R3>XUF^T[9\*2J,J^08C9Y^)3F*GAM*H2@]E4)5\@Q7D1MMJKZ$T MJM)#&51E7&\/HWU;2W)LQS5&V[X;.5%R*(6JE%!*5:F@5*I20VE4I872JDH' MI5.5'LJ@*B.4455J^*!6?=!`:52EA=*J2@>E4Y4>2J\J`Y1!54XK9!_V32O) M*!S7R$+7VNVM?(UUB/T9;5*FAM*J2@]E5)4CCNVH'EL.)5>5`DJA*B644E4J M*)6JU/!!H_J@A=*J2@>E4Y4>2J\J`Y1!548HHZITJ]VALY_$2'S=0^E598`R MJ,H(9525$Y23JAQQ;$?UV'(HN:H44`I5*:&4JE)!J51E6&&%O])6MR.4455. M4$ZJ2JTH!I5"5$DJI*A642E5J*(VJM%!:5>F@=*K20^E5I8$/&M4'+916 M53HHG:KT4'I5&:`,JC)"&57E".6H*CF47%4**(6JE%!*5:F@5*I20ZE5I5]B M]EK-3FZ3U5Z:$,JG)<[O$@LI9K=G@. MI%,?$>FA#*HR0AE5Y8B>'M6>YE`*52FAE*I20:E4I8;2J$H+I565#DJG*D?T MYZCV)X=2J$H)I525"DJE*C641E5:**VJ-'C^I5$??VFAM*K20>E4I8?2J\H` M95"5$2J4D`I5*6$4JI*!:52E1I*K2I=9I[KUM;^/91!548H MHZH<\;3&B#>2\MF8X_F6$:^.U!3L!*L/OM1+[.JJ2@]E5)7_9^M<4AB$H2BZ M%>D&2N?%@5:M51=A:?S03R0&NOV>)]31G:E']!H?&,F)9F3+9+8<\6@OLJV@V3B-2*X!&16A$L,%(K@N=% M:D6PO*@017"\J!!%,`FY4D7P#'`-5!LPP$\V16H([I=H@QL$\TN0!H+W)4@+ MP9@2)./QH_IU.44M:]J&-,5Q*AL\%ML;&P86V]$HN/LJ$18()H@B2!34A2(X M%-2%(O@?YB]9@N/>?5_3\]*/KNO#.'_6Y.4&YG#QBS>F?85YG/:5Z!>^$G)( M[CY&_]X6)]<_7+"]V7GP/OY7[`1?'Y[;/+'T!P``__\#`%!+`P04``8`"``` M`"$`K47;Q6D0``"%30``&0```'AL+W=O-H?7MZ/QF]N1E>[E\?#I_W+ ME_>C__]7\H^WHZO3>?OR:?MT>-F]'_UW=QK]\\/?__;N^^'X^^GK;G>^@H67 MT_O1U_/Y-;J^/CU^W3UO3V\.K[L72#X?CL_;,_Y[_')]>CWNMI_:0L]/UY.; MF_OKY^W^9=19B(Z_8N/P^?/^<;<\/'Y[WKV<.R/'W=/VC/:?ONY?3V+M^?%7 MS#UOC[]_>_W'X^'Y%28^[I_VY_^V1D=7SX]1^N7E<-Q^?$*__QS?;A_%=OL? M,O^\?SP>3H?/YS?GLZ_]_A^WJW__+UC.%NZWL\/*$F_'OUO#=S`%W?_OE^-$$-^T_G MK^]'T_LW=P\WT_'D;G3U<7"'[V1L8W MULB%@K=]0?R4@K.+-:%-;7/QLR_P]LWD[=WX[MXT]T)-]WU!_.P+NOV\4/"A M+XB?TD3\>J$`EE#;1/R4FF[>/(QO9M.'RTU$S]N"^"DU37^MRTPQOTAME[TRECEB?OF+?8/E MKJ'X16K[M8DYEOEB?NF+HH^_--7&,F7,+WW9R[/TNEN4[6)>;L_;#^^.A^]7 MB)`8D]/KUL3;<62L]33JOQG]]R,,'Y;L"?2/#V]G]^^N_T"D M>.QUYJPS\346HF&6N#&[#$$<@B0$JQ"L0Y"&(`M!'H(B!&4(JA#4(=B$H''` M-=P^^!Z3^R_YWN@;WXO7Y@+L8$P#1XN&%%F&(`Y!$H)5"-8A2$.0A2`/01&" M,@15".H0;$+0.,!S-$*!ZVB9RP;C:>3-Y0??@?-.9S(=G+X@LB02$TF(K(BL MB:1$,B(YD8)(2:0B4A/9$&E-ZO0W>]],W=A?` M\=L4:4=$_#COB.?^V#F]P_N7L#_6X[Q-XW)7SO=V2"K=PP^6Q62'O3[$+NN!^4\1W?T>FV-0Z[@]W*X/2 MX'XB,9&$R(K(FDA*)".2$RF(E$0J(C61#9'&)9[[S3G>V3C*,]5@W\4=">)+ MN$\9E`87$XF))$161-9$4B(9D9Q(0:0D4A&IB6R(-"[Q7(Q=MN9B@WT7=V32 M'9G-?GI!9$DD)I(061%9$TF)9$1R(@61DDA%I":R(=*XQ/.G.;MJ#FVY[U%! MSKZ/T9)1S"AAM&*T9I0RRACEC`I&):.*4RUIC#I++_@M!9KMJ9WP98I$5NWPTBM>G2'_=E@GAJQ M%BUL^P:MV4W0U%2T7%O4B(P;D?=H?-$3A11T/3&]#R)%J=FB1E1BRWJBU@J2 M)S92T&W$;!RLI4:SY3;"GUCF)*E-K.Z$B1DILW-N!P>3'JMVVZM M![%N::5B-NZ1$R\21BM;T$Z"Z3CP_]IJB?F4;66,>4/2%730 MB@NN&:5L*V.4<\&"4[.M]XP=PC# M+%4MS(N1;DP%+1G%@FS!1)!UP4J0C;5K1JD@6S!CE`NRM@I&I2!KJV)4"[*V M-HP:0=V[8?=EQM@<8S4/=\=;S\,="IXM84J@-=A&+[N0Z"&\M%HR-'&////* M0NJ/W?;\L;*V3.`.GG5K*Y6:TAXY<3)CE-N"3D?"IUEAM<1\R;8J1K4M:,W? MAIN5C=42\TV/?N@G?P%AQ^0.[T_/"D8_>$)UR'M"=>C6;NB79FMFUII%<8_> MVN=8TB/'\RLNN&:4"K)OT3*VE8N6;43!J!1D;55LJQ8M:VO#J.E1UT?/\Y,@ M:_$SS[?ZON<%P;7#,VDV#LXH"]'R'EVT+UT.:O[&--B=Q8.:&]AY&?9J4QN< M5FI):L=Z4//;$>RWTD'M8CLR;D>NEJ1V%(.:VPX*5.6@=K$=%;>C5DM2.S:# MFMN.^[O@+-@,:C]JAS_Y@H0.3;Y_'5[=%`%RD.&R%W2+$X4S^X)V+1PUB5!+ MA<4*2Q2V4MA:8:G",H7E"BL45BJL4EBML(W"&I_Y@X,A=&.RY`DFA@<1H$=. MBKC7.>975LM95S=!'%Y;+3&?,LK8?&ZU'//C MX"!36"TQ7S*JV'QMM1SSE#>S6F*^\9`_6D%Z@X)5D,\T[Z3"4>R0X^9%KR7) MO?'D(7#QTFI((V-&28\N?E,1BFCC&WEK%4P*AE5;*ONT=#E^VF0@-M8 M#>ERXR%_7$PZ03D:P!7D_SYEX1[J9C?TK.BU\+`9GBCT0%SVYF^Q"@>MZ5VP MK8]%R[6E;%/Z&MUMRJ\T8BWFW48\A#,H%:V+C6";%,+0?8$7@JRMBI& MM2!K:R/(VFH$\=%]\H/D2,N#IUR7"?'.C#-*"_<%D7AT5EYXXEU:+8DA<8\P M/P0EC%:VH))@75NIV$C91L8HMP4OM+JP6F*^9%L5H]H65%J]L5(QVW@V_"7Q M@UR+N484/M"&7(O87?1:;EJ84=PC;R@X9<(%UXQ2MI4QRKE@P:CD@A6CF@MN M>0=_#)@NA!9TN.^$%G3YAX3VR*"T\Z;7<4Q=E:9962T8K%N2:=V-EEQ86 M+1LH5H(F;=`/'GMK*Y6:4D'61L8H%^1VA++-A=42\Z4@:[YB5`MRS7,ZV&J) M^4;0C_SD#:^)7]KPMMR/>#URT\&";'!=,HH%V:B<"+(N6`FRMM:,4D&V8,8H M%V1M%8Q*0=96Q:@69&UM"^)DRQ;-=];#A@8<[9&P-^[39.$P'MP9_F@ZV M6C(QXAYYYGD!]5I.N%M96[9=--/75DMJ3-E6QBBW!2^8+ZR6F"_95L6HM@4= M\Y06MEIBONG1#_WE+R235W#BY,^.7%.C'PQ_AU"?-&'1:SDYX"6CN$=N6KA' MWBAVYAU;:[:5"K*IW(QMY:)E4[D%HU*0M56QK5JTK*T-HZ9'2EK87--P/2_) MGY8''C:J6#K^`@O3OWW!6W=33D>)I6AY&_QQ<#R,1^:S85BU:ML:-(&NK$=1J^9XW:8-+$3/( MJ.,;7O)\C_R,^B2X&K20DHY7EPJ+%98H;*6PM<)2A64*RQ56**Q46*6P6F$; MA9FOHEN/=G[I!J?[S+G[,O)Y=_RR6^R>GDY7CX=O+]B3C!$4/[P;>/>!]?PV M:MKY&O*[J&E7?S.^0/T1-^V8SY&^CIGTX!!QQ)#(3DRTAG$1F?K($ M(20RTY0E"!OX3ER3S*?H"'S%9?!I^6_M7`]:-L'A&)FRR!-M/^$`;`NQ"T5--@FTF M>JI)L-O$!-0DV'1BFFD2["HQUIID#LE*.3"Z5K2&M MC7HT"5+9J$>3S-&"N=J"!21+58+\9V02;]P"I$&C1)4@&QJ9G!N70=HS,JDW MEN"M!,IHK<:;")31)'C[@#'5)'@)$9E\-M>#%P\8;4V"EPX8;4V"]XZ0:%$, M;Q$Q$A*MIWAWC!9H$KQ"QFAK$KP0QFAK M$EP;PU.^/=L&,7$^08S'=07NSV(R0=NT"(N;`VB!)L$]`,P#38*W^JA'D^!" M7F1N>'$+<"\O,A>]6(+K>9&YW,42W+^+S!TOEN`:7F2N>K$$M_$B<[V+);A' MBWJTC1XNRJ(>38+[LJA'D^#:+.K1)+@7B_'1)'.T;:ZV;0&)N7C'K<9ERLC< MOV-)`HFYAL<2W*.,S-4[EN"V//JC;2EQ:1[]T22X'8_^:)(Y>CI7>XI+V.B/ MY@/&PO=V]R:W-H965THVO=]?5/+LJUHR^60U-,S__Z>))`$B).AEE^F/5\"!RSF`0D")/3Q__[S M]./HWP_/+X^'GY^.:Q].CX\>?MX?OCS^_/;I>+5L_^OZ^.CE]>[GE[L?AY\/ MGX[_^_!R_'^?__=_/OY]>/[SY?O#P^L1%'Z^?#K^_OKZ*SLY>;G__O!T]_+A M\.OA)R)?#\]/=Z_XO\_?3EY^/3_7IX\W3W^/'8*V?-[-`Y? MOS[>/S0/]W\]/?Q\=2+/#S_N7G'\+]\??[VHVM/]>^2>[I[__.O7O^X/3[\@ M\+_D/S3X_WSX>7P]?4# MY$[<@?)OOCFY.8'2YX]?'O$+Y+0?/3]\_72O?7 MC]?YX>_NP^.W[Z_(]X54N3_\0$OXWZ.G1S$!?OO=?SX=GZ&%QR^OW_&ORP\7 M5Z=GM?K%\=$?#R^O[4>I>WQT_]?+Z^%IXPK5O)03.?*`_EHM'+ MLGSM_,/UQ<7YY?458F_4O/(U\5\]W`^U\]-+.=@WJN%PB@;QWW<=X(TO7Y,3 M[W_Q.X^PIF=4_O$[QUBK:Z/XQ[N.LH:D%3^K%D[\>T\DS.#KXA^_=9A(FFLT M9._M;-SKHFKA_/_WL.L:R;D'[]U MF-IUZB&%;Y]-<;K[8>'\O_LP-1/UW^P_=1R3:S2D\/+#>?WBZKJX3KS1]>J: MP;.0B/<>[YFF1/[Q.Z?U3/N2_.-=V3_3#,H_?(U_.,P3=RDM+L'-N]>[SQ^? M#W\?X<:&@WWY=2>WR5HF48MX5[*9Y+^4_'.$^XT+Z`_OMS[?3Z M^N/)OW&!O_>%;KE0O5JBH27D(B^ZS12T4M!.02<%W13T4M!/P2`%PQ2,4C!. MP20%TQ3,4C!/P2(%RQ2L4K!.P28%VQ3L4K!/05[F5Q.3E\DL"24OI^SEE+Z< M\I?'"3R!'4M/HA_\EB>EO'A2C_!603#I6>(_+:%5FBEHI:"=@DX*NBGHI:"? M@D$*ABD8I6"<@DD*IBF8I6">@D4*EBE8I6"=@DT*MBG8I6"?@CPG4B934Y4W MJ`QE+Z?TY92_/$Y@Q7^X#)+_<$?02Z"$BT%H?`F\J1KLUA7"+58/NT&D2:1% MI$VD0Z1+I$>D3V1`9$AD1&1,9$)D2F1&9$YD061)9$5D361#9$MD1V1/),\9 M<59S3FO.>?$YIS9O)+:BDOQ#!J[ M5"^B@JM6=*3NYHWDZ:1!I$FD1:1-I$.D2Z1'I$]D0&1(9$1D3&1"9$ID1F1. M9$%D261%9$UD0V1+9$=D3R3/&=TRXK3FG-><$YMS9O-*:BNVP_2%93O!5=MY M$@T9B32)M(BTB72(=(GTB/2)#(@,B8R(C(E,B$R)S(C,B2R(+(FLB*R);(AL MB>R([(GD.:-;1@U&G-><$YMS9O-*:BNVP^17;#L_L?-!YJQ?OS_>_WE[P'VV M5C[42/&J'1VYN`Y/,(Z2YXQN&348<5YS3FS.F@: M#X9E?ZC53I,9@H8O=NX67=U\O#3WZ3A"+2[5]NCLO/P%'2[59=1CU&>M`9<: M,AHQ&K/6A$M-&];"[#UE#?/WS(R$8P[? ME8MRB5E\KJLYCYR!F?RX7-6VLL00+3"59G5+#YB[4N_?H@<5%_A3_+=TZUER MH6KX4K)"5Q:JWR1=J^E+G5\52U07%\EL5\O',=V@S;<9==[55C=M*[EL]UBX MSVCPKK:&25LWR?S(B(7'C";O:FN:M'6>7!YG+#QGM'A76\NDK8OD.K]BX36C MS;O:VB9MU1-O[%AXSPA]S=GU;2.B^[EBZL2K)&.Y&CJR(OJBJQ0SM>P_M*U`#9F'QBT#!ZBHZ1$.1E'+H^BG MM1EU6*O+6CVNV&-Y#'A-+Y!G"77DX8O=5[WKS`DUX!FB*MP2U$8Z[09=10Y87H\"&'5[2D* MNGU&`T5ZP,E3]S#$57BD*`B/&4T4.>'KY$8Z#6'5G2D*NG-&"T7VB5B&L.JN M%`7=-:.-(J=[E21V&\*JNU,4=/>,X'IG'&^)]*$1/:",JS)Z@&=!&CV`6>D= M?]#)"`&]@;5+)Q7:U=X@ZSQ6;W#K/Y7>X!%Z@QYU0][`DZ%]Z#1-1BU%X:>U M&744!:TNHYZBH-5G-%`4M(:,1HJ"UIC11%'0FC*:*0I:ZV>3)*@*["V&LD:LLAZD]45W#I4I2MX5!E,.Q:-MYHU0BV/HI_69M3ABEU& M/:[89S3@BD-&(ZXX9C3ABE-&,ZXX9[3@BDM&*ZZX9K3ABEM&.ZZX9P3'4M;@ M4F8-HZYF/$HOIF2XKN8\,@L>\UPYRYFR_F0YTZ]+A M^#0YXFV(ZQ'O%`7A/2-XOSPDN5J?GR;W0W2$LH!*XW+M6=#&Y9I9:2!WV&?I M2^BX7K-XZ:="O#ITD26OJ%?\TX*I?"`B72/N+1Y5!MN.78:WDYN^9H1:'EV% M47K;H_-P&CI,9JPU9ZT%5UPR6K'6FK4V M7''+:,=:>]:"ERF1L"^S!LO!OJYK3Q5G>E09;*?7O$;-E;IV/:IV>I5,!C1#`>VN+8_P6H&BMD?17:L3*A;C MS-HIC;C+IE6FQ\I]5AZDRA?)$\0P%%#E$2N/67D2*A;'?'J5'/,T%%#E&2O/ M67D1*CKEF^2NM@P%5'G%RFM6WH2*3KE.UW(ZSSM6WK,R_%_6]`>=#.K1&\H2 M>M2XF#L6V0.]P;'('^@-OMQ9,1]W34U8:\]:^,K$K5=&B_T1M",2FAO:RFKQ[9V!Q'=USI:K!0_2YKO1B54O*+HP.(U*J/A,620^9_&%%BO%TW7M951" MQ5?*(O$UBV^TV+6;);NY2L[*-BJ@VCMED?:>M=%5O-%4_#JY#:+CA!*JCF^T MU)_!+N@ZY!=TG5!;;BPWZ0T<'2F4*/5+G[G#KW8E65J*NI*.B^1;Z63$KB@> ML7MV%=8LFXQ:'D7N;#/J<,4NHQY7[#,:<,4AHQ%7'#.:<,4IHQE7G#-:<,4E MHQ577#/:*`H/55M&.T7A:KMG!.?Z)<8@!J\R:R@+Q,N617IGSB&G2 MG36JSI1E'LN9;ODG'K'C(S`W\P+SE^^YX&*>=.V&+^+:=UH> M13>P-J-.J"C=\BQIMQO"JMMCD3ZC0:@HNNE`;QC"JCMBD3&C2:@HNA?)P'<: MPJH[8Y$YHT6H6)R'9)YH&<*JNV*1-:--J%@<;S+@W8:PZNY89,\(MO=KB>YF M4*LECD`?*`NH-"[7CD6>0!]@IM[Q=DN>M7"I9FDUDI.N=@=96[*Z@UMSJG0' MCRJC<;\T%5^H";7DNT=<]:-?UF;4\2B:0>TRZG'%/J,!5QPR&G'%,:,)5YPR MFG'%.:,%5UPR6G'%-:,-5]PRVG'%/2,XEK(&DS)K&'6;!M.41\F$,UE/DVXY M4Y9Z+&>Z):"*,SU*1]W),*F!5L2'?HKV5+:T2;D)M1AU%?AXTZ>[= M$%;=GJ*@VVM@98*6D-&(T5!:\Q:$RT5M*:,9HJ"UIRU%EHJ M:"T9K10%K35K;;14T-HRVBD*6GO6@I,ID;B`,VLH"W(PKRL7Y1+/A%Q7ZKBJ3(NQR^DE\7< M#&?M0SJ[T/(E;J*9=(_0O_4"T"EUWFRN6Q9SS9U^J"?WA1XWU^?F!J7.F\T- MRV+:W'FR=##BYL;;.Y:5E,FTMG4V;VX.O1+M_+,ST5.UG#:8O&:%FXXK$5D3_=:Q MR)OHMZJ$_Y9]AOH"!F-:3EL\37XBNK8KXIJL=FU9$(NZ=CF]XQ;**EW8K[&% M)X2&[`XG)^4Z?-?:5(9WW;2?M4H6^E[;L^@G=SR*7FWN>A2-/GM>,%JRU9*T55UPSVK#6EK5V7''/"`9WN8Q./LSL6'3V M85_'HKS!OLPTY[&>YCS6TZ0[O:HW997*\J9;O:IXTZ$+K!*4707S.\F\1:/N MBIW'Q:A'-;64&^WAYE+]!+.E\6#P-J..HC?;ZFHIUY9U9_&''!KK:YV`!HK> M;&RHI;0QOJ]08V.M$QJ;*'JSL:F6TL;XKD*-S;5.:&RAZ,W&EEI*&ZLE=\R5 M%@C*:T8;16\VMM52VAC?4NB7[;5.:!\]SA=[LS5T0E],F^,;"C6''LFL].W; M[95>UO:,VTDL7NFRZ.UFERUX=4G8(W19O4TT/$+W5-14%$;6+47A5+89=10% MK:ZBH-53%+3ZC`:*@M904=`:*0I:8T8314%KJBAHS10%K3FCA:*@M504M%:* M@M::T491T-HJ"EH[14%KSPB;O8D-,#T3Q/);94$-V[WYZ94Y MC_3*I!=Z56/*LI=Q+Y']98MA76FY6X^B&UR#49-1BU&;48=1EU&/49_1@-&0 MT8C1F-&$T931C-&NW(K[!8.:B?.M! M=BA.O>_0C7N4^%?R*E5#:V"^*QYFA3M2]1!DEC@<@CY:X)MX:M:C^)?%J"HK MLVU!MI@^N[ZI_#`W'U&GI\\>2A[_14-Q5$GXK?[NA M>%LM#=01,&N&$7DF0Q..8!2>R0B%(SM$9*#"$8S",QFO<$0&XUDQ;N$8GF0R&:-Q M9(:(#-4X@B>93$9L',$#328#-X[@(2:3\1M'\/22R3".(W@6S&3$RA$\$F8R M<.4('@,S&;]R9(2(#&,Y@L?`3$:S','38":#6H[(S!3<@+D!(X8I*;C!C(EI M;<^*96W'BF%EY,@MB5UMMXI9;:^*56VGXGD]D^<(;J>'B#Q.<`33B9G,N'!$ M9A7A.CN&F43T73N&.43T73N&N43T73N&.47T73.&>=E,9J+X*#$AF\F$%$

#X>=/;8#^N]O^/%J_7QR?]C^3P^ZAV+UN$6VTDVJ!K_O]=Z6:/B@$XR&S MCML66!\N'K:/FQ_/IW_O?ZZVNV]/)S3W5)G<[Y_Q)/Q[\;)3?0!5W_QY-QCA M";N'T]/=8'Q].;VY&@>CZ>#BZ_9XBG?*=G!Q_^-XVK_\KU-JB]X[&6LG^*F= MC"YOI]/)]>T-G)PQG&A#_-2&Y_4A;4N+G_V#@LG5M2KKF<=<:S/\U&;!^/(7 M[&ZT'7Z2W>SL@S!\VO+AIS88HVIG2@9WK0%^TA,FES?!U6S\0>0"=(G64OU" MIK]4J8":7/VB+4?!Y>AV&DP_"F2`;M(]U?27TU,C`+J M)>H7,OVUJE)_0=G?EAC=KE7ZE^4_MT`70D# M]@CZQ^=@-)E\&OZ!B>)>*\VYTLC56)"&FBR4WZ4/(A_$/DA\L/)!ZH/,![D/ M"A^4/JA\4/M@[8/&`D/$O0\^.OC?"K[25\&GJ,T)F-88>X$F#3)9^B#R0>R# MQ`F#R@>U#]8^:"S@!!KS@1UHZLP*8S&R.O/M[,8-X+S3 M&8W[H"\863(2,1(SDC"R8B1E)&,D9Z1@I&2D8J1F9,U(8Q,GPI@VI0@KC*D% M[6+/%U,OQIV66F!MK6M7:]%K]7V9D8B1F)&$D14C*2,9(SDC!2,E(Q4C-2-K M1AJ;.'%'S*2X*]S&G6(U[\BHVU2I*7?!R)*1B)&8D821%2,I(QDC.2,%(R4C M%2,U(VM&&ILX\<1*+,5383>>FECS`B-+1B)&8D821E:,I(QDC.2,%(R4C%2, MU(RL&6ELXL036PHIG@J[\>P(Y@#JL8N.3.V]QNS*VVHL>R4RBQB)F>NDUS$3 MSNS*FY56O1*Y3AG)F.N\U[%=>U-9T2N1ZY*1BKFN>QW;M1>0=:]$KAN;.&VC M#N)\[W>I3@6GI]W]]_F^/971:JG4W3;KB-UF'9G=M#O#27`]N7(G\66O0,6+ M&(F9VZ0CX]N^/"V*PM!:32;>8W0*8VQF/?K[>SJUE6*!$_CJ;>/C[6G2=\P M24>FJ@_1"8$58*65,&OT2K,KKY2IX(D5(&,%R#L2X$?OFQ6@T&9V!,;7W@10 M"IY8`2KMR42@%LQ8`=9"`6:!-U@:P9-=`*<;J3.ZU(]:[G8DC<:PZ$,T"P*W M_1=::]*-96\&6QHI]?!((VLZB#E*C*%Y^#CP0K\R6N0^Y;XRCG)C>,9]8;3( M?L.*JYX9JCQC%T(ZR.@U*$NV,B3B44 MN[DZH2#H$W=(>+/=@K3LX\S-C3=Q+HT6N8\(V>[MD=SF0&+2,G-)0LA^HC!: M=.E-A5(R-+XRCG)"9]T71HLJ5!(R[BN.:D*V>Q:OM=$B]PVA]^+E-K,ZE$K- MW!U6X8O\SE5BL&MF0@M"1FO)443(C,"8D`E!0LCX6G&4$C*&&4.KX*@D M9'Q5'-6$C*\U1PVA+NMOYZE44E2,<'Y+ M[JOBJ#:&QOW$WZ>LC1:Y;S1Z-T[N`%*G86L`Z23PNPGV5Z@..2M4AR9F MT[[4AA:*-+HUZUBLD17YA!NN.$H)F01IQGWEI&7*57!4$C*^*NZK)BWC:\U1 MHU%71S?RZMS\=R*OS]EF(,_5NP/5&-@K]D-I%GCGD05I3>RIF.U*E[V:O3&> M^?TYZM5L;\(P[(J&UU/4+Q/1DI5CU:NYY?#V6VFO=K8VIJJ(1K MK3A*.8SMDA7.AYEMTZ0^R MDT:+PAEQ%&MDN4^,EC6N6(;2:)'[E*.,N\^-EN4^\`XRA=$B]R5'%7=?&RW+ M/WFUM-*C*C8/<=GDGBX$73?X> M42/WC'WEKQ6D!?M^16$+XI*T[/5P//526!%IV;[X-H6TS.*4$+(-62%6I&47 MXL;O02EIV;Y8(3+2,H7("=F&K!`%:8W;E+N7L2A):EZK5(3,DVI"9Y^T)BV[ MNBQMW)"6[1<90;0S.K ML#Q:8;3(?=ELXR4GI02,CXR MCG)"=D6$4:*#8N:?D@R-^XJCFI#MGJ>#C1:5OB'T7IS:H M(22L*5[BH(\P3Q",.N2M*7XZ6&M]D`XV6M0Q(LF]O=G0`Z@K!'H1&2;&UYGU M8&6TR##5R/*5<90;PS/N"Z-%[DONJ^*H-H:6>Y86-EKDOM'(:0X[7NY`\E(0 M'QZY>&IBU"%GA>J0E0->:BT+11K9:6&-K,@GW'#%44K(I'(S[BLG+9/*+3@J M"1E?%?=5DY;QM>:HT4A("X_>24VTW-NT=7D(;X7RT[_:<&)ORME18DE:S@8_ M\(Z'$6G9ONP^I,><+I>9B1+)D!5B15IV(<8S[V27DM;90F2D90J1$[(-62$* MTGKG4*7K9N:3B@S,DVI"9Y^T)BV[NBSAWI"6[BV=Y`?C=M6W^U5 M&MD+HT93DQE<$C+K2$3(:,7DRX0FX5HK0L972LCXRKBOG&L5A(RODI"YKEEQ M7S5IF2>N"1E?#:%6RXT\VN=LY+V,.K[.\@]AA-R,^LB[&;2PU&AR7PHL$E@L ML$1@*X&E`LL$E@NL$%@IL$I@M<#6`E/?N[41[8[V7>-T'[!U7[V\;`_?MHOM M\_/QXG[_XQ49IF"L+CCUO/MT;CX)F[:_>ASC/%0=!S'W)!CNH>H_7((A'JIN MQ"48UOA"3Y+,Q_VW>]YS\%'?E[8O>GP.@[9#^GP4-J+^&(\6RO1E$GY!$'EA M,3&':I1R"2;C4`U6+L$$'*HQRR68AT,U=+D$X!+O$4.TQN`3; MP%!M-;@$N\%0[3BX!)O"4.TRN`2[/O0!23*'9"Y*%I"H?1GWACUWJ+9G7!)# M$HL2;+=#M3/C-MA/AVJ#QB4XGR)NUX($QU3$39+@'(JX21(<1Q$W28)3*>(F M27#L1-PDR1R2N2A!+@!QDVQPV$?<)$D,B3H^\AC@G(^X21(8HP5PLP0*2I2A!?A+M(Y4::4JTCR1!MA+M(TF0ED3[2!*\ M-8"-5&J\*8"-),';`;2I),%+@E#EFWG<\&(`K2U)\%(`K2U)\%X0$FD6PUL^ MM)PDPO"J">TCV\(0JY\\E<]1G+I8:[WQ#]?J6V^`](DH@U13O=E$"28)7O&AM28(7 MMFAM28)K78AU>^SP8CT/,,?C.H%0MN`6I99F6+S9#]5[>VZ#]_2A>@O/)7CK MCN=($ER8@S>I;+@W%ZJ+6-P;KL^%ZO(5E^!^'$H@27!-+E17L;@-;LN%ZOH5 ME^">*YXC;7=PD17/D22XSXKG2!)<:\5S)`GNK2(ZDF2.LLW%LBT@41?C>*EQ MV1$M)TEB2-0U.6Z#>XZANAK');C-COI(.SM<:D=])`ENKZ,^D@07IE$?J::X M)(WZ2!+<@D9])`EN/J,^D@07H%$?29)"HJ[2\IKBHC/ZFR2IT7FEOCM'/>=B M/?$5!&HC10"?.Z`VD@1?/:`VD@0?/Z`VD@1?-Z`VD@0?.:`VD@3?.J!72Q)\ MS(!>+4GFV-)(O6..C:`4F04V>^*L@DE%TH^Q!91X@FV>Q#-LCB6>8P,L\0K; M7XG7F/[:<@[[B1%_@>1M\VU;;@[?=J_'B^?M(TY[5^VEUD/WQTJZ_YRZ6VX7 M7_IH[:V9G>?%5F.5;$L MEZ1,9K[]_D&@A:/;CO=EY/SZ`-#$T0#!^?2//P_/@S]VI_/^^'(_C&YNAX/= MR_;XL'_Y=C_\]^_5;\EP<+YL7AXVS\>7W?WPK]UY^(_/?__;IY_'T_?STVYW M&<##R_E^^'2YO*:CT7G[M#MLSC?'U]T+)(_'TV%SP3]/WT;GU]-N\]`;'9Y' M\>WM;'38[%^&VD-Z^HB/X^/C?KLKCML?A]W+13LY[9XW%]3__+1_/9.WP_8C M[@Z;T_';=I^>SF>-E^?T>X_H\EF2[[[?S#W MA_WV=#P?'R\W<#?2%>5MOAO=C>#I\Z>'/5J@PCXX[1[OAU^B=#U.AJ//G_H` M_6>_^WEV_AZ$[J"7P]'K\KU?9!(1B/F'75/X%_G@8/ MN\?-C^?+OXX_F]W^V],%CWNJ3+;'9Y2$_PX.>]4'T/3-G_?#&"7L'RY/]\/Q M[&8ZOQU'\70X^+H[7ZJ]LAT.MC_.E^/AOUHI,JZTD[%Q@E_C)$JLDW<,)\80 MO\9P=A,GTV@Z4Z6_8PAI7VW\4HGQ33*=3F;)_'W+F;'$K[&2=,<0OE3C_6'@B=)B^3/6'L9W=S*/;N_$O MPA-1AU!_4*D?:V>$/J0+M9UI\J%N$%$'4G]`/W`*3:7S>=/I^//`68CM/?\NE%S6Y0J9V;(F%YX'408RUNE_D7IWP_Q M;#`\SJ!_?([BR>VGT1\8EENCE'&EV-?(24,-3>6W"$$9@BH$=0B:$+0AZ$*P M",$R!*L0K!TP0A"OD<3C_[\BJ?15)"D$&0$;VG$0-=(@DR($90BJ$-0A:$+0 MAJ`+P2($RQ"L0K!V@!A;K60V]Y7RJ]*U$S)2,E(Q4C/2,-(RTC&R8&3)R(J1M4N\V"*(;FQIVE.X M#R"U.M,DUBF!FL)R1@I&2D8J1FI&&D9:1CJ7>"W"DB^U2&&_188XXXB1@I&2 MD8J1FI&&D9:1SB5>BY"+N"TR:]:-6N,O3_OM]^S8YV[T[)2ZWU)#G&?'2*$) MLE6UQL6WT<0?!^553CVB8J1F7INKCO$:S/#M54Y>.Y=X45";%F?EIM8J[+=6 MDXD_K!._.;E1FEPGT<(0+'?7.2.^N_/-2J,T-IE`T)S*B'4*K@9)SRW'5F8<3?W*=&YI7JB0KDBA4M@/E28(%84_-\2)"],I#8FO5A6SJAEIF)^6 M^>E<*Z]%*L.5FM1SOTT&!=-Z\"!SHX4-"#6],&B"'GCM`2SHI=4BPXK[JCEJ MK&&?189/L[5RL4&(!_G-#?(:KPW1>-(JC9:#*FY8 M<]1PPY:CSC/T&Z>2)Z=Q_8078\\XO>9):FD/VVD0^M#U\27S('G*C>'8Z>`& M3=QL83(+!EMIM2A`%57"+7$\#5+_FI?86%^VJO-Y,$6U5HM*['Y5HA]&E5`Y M8:094VV_PMAIY(^9>9`OY<;0ZS;:$'VD[]3!*"N-A=>%M(7CI.9^&VMH(\3& M8FNU;(1<]WXX5`XDA4/G1@@M.NK(60-6XXZ0D+C5-(D-4XG4][3-_F5^RR2>?`0\TAK.9VV M,`B]W8[(^3S8+956BYY)99`WMPA/GY786%]J;F&SHS9P1E]G#'2M_:>O4B4G M0+]*H2.=6GF!T\B;$S3RHJ31I#_T[4]Z2N/+095!B5UL:X,<7PTW;#GJ"/4' M*WZC53;E-/HZ_^LLRVN<1L&<$&P!\LAHV9Y;$'H_:R8MDS;?SOQ$MB*Y3<9J M0K:LAM"[9;6D]4:*WI&\+\N+5QSDF+_J)+V^GWL:Y$X=A&Q#"H.F=C]6$K(S M0$7([D]K[JLA+>NK)61]=81Z7WZC5=[G=!+6Z-^/KVCC-?'"`8!)'NPT@!/1 M8/G(C!JZLZ<6SC-6C::+@J.2HXJCFJ.&HY:CCJ,%1TN.5ARM/>0'6J6G3J!I M-,8F;;5/*S,(OB@J.4<%1R5'%4* M>:)+:.+.J4FXJN>D9CMD81#.B^P`3\(M3&FUJ"=7'-7\I^&2E^E;JO36J_;FDS7"WH2[K;4W!EDX(1< M0WY&15IZ!4S"Q9;$SF)+R*Y1#:%WBVI)"^/PNN=FV[2.M&R)"T*VQ"6A=TM< MD999WOU$8DU287%_(_^/>?YOD+>(FV3?5K;"Q*ZV8+"KNI.:HL8;*;U"1UDK);<=]+#A:6D/E-LAA M5E9*;M>>#S^Z:G\@15?O&[SH:N1N.&*-O%!JY&R#2J/EH(H;UAPUW+#EJ..& M"XZ6W'#%T=HS]`/UQN8EYIL7@_S-2W@ND9.6'1<%(7V\,`ZF_]**Z<%6A*R3 MFJ.&D/8;S.NME9+;CI!UN^!H24ATN[)2^YO:0QR9T-" MMKH%(9O%EAQ5A*QAS5%#R/IJ.>H(65\+CI:$K*\51VM"0J"P&HF!4CP(E$;* MUW4M3))P#SW66NX0-LC,AG$X&UHQ/=B*.ZDY:JRA,&VU5DIN.^YCP='2&BJW M0?M65DINUYX/OQN^L2<:\SV108@N^!H2QAG9Z9EN5UFK1D^NXKP5'2VOX MCON5U2+W:\^7/^B#+!'N(BN1VCU03LB.Z(?1N62UIZ;*"%S0=26U)"T*VI"6A M=TM:D9;9BP?Y\YK$?5%^SU:;%F<7],N>K3 M%-.`*PV;V;Y7&32WSFKR;YTU@K.6.^NXLP5WMA2@6 MJ:HXEZ!WI*K^7((>D:I6<`DZ`WT*$=0`WTA\Z=>C@&>HF%2O+$:%A1*R,0H0 M^)<)_/J,7(+I M(%5]DDLP*Z2J:W())H=4]5`NP820JG[*)9@,4M5=N03)$F(@12<;3Q$#*3I8 MS!$#25)`HE847DX%B5I8N`1+.%HJ2;"2HSV2!$LUVB-)L&*C,TL2+-SHLI($ M^Q;$0.YJ8\1`B@[R:L1`DB"]1@PD"=)HQ$"2()M&#"0)DFK$0)(@>T8,)`F2 M:,1`DB"71@PD"8X0$`-Q]"`ZF1B='!*U-^//M(!$[<>X!#M:Q$"28&.+&$@2 M[&\1`TF"C2QB($FPGT4,)`FVM8B!),%I'F8<:91DB$XF1@>G38B!%#<<.B$& MD@2'2XB!),$9$V(@27#4A!A($IPI(0:2!$=+B($DP0D38B!)<+".&$BC)$-T M,C$Z./A-5-U:LDE..Q-U4DEE^"52*I.ZKD$KT%0`TF"5Q^H@23!&Q#40)+@14BJ3O%Y M.7CY@;I)$KPRQO.1>B]>U"&BTMC&.S;439+@]1B\29(,-'M*2%1+TVXI()$O3OADAH2]0J%2W#])U6W8;@DBS!.Q1P`5UI0:ZG'XV8+ M:BU)2DC4?0U>#NZQH-:2!-=94&M)@ELMZ%62!#=9T*LD">ZPX,E)D@PQR,08 MX$I7FHL2W.Q*U24EJ3T8C:*DAHVZLL1M<&LK5=>4N*2+L#+A!B.79!%Z%6ZW M<0FN(:+6DJ2`1%VXXS:X;HA:2Y(:$G7]CMO@IB%J+4EPI1"UEB1%%*,&TIC# M_5YXDR098J!NE_(:X'(M6BI)"DC4Q5)N4T&B[I=R":[4HJ62!#=K43=)TB8I M;N1S7UV2XEX^YUETB[9(*3HNUZ,MD@1W[-$628)+]&B+),%=>K1%DN!*/=HB M27!S'D]-DF1XG/V&-,CM"W3U_CI>P!M,*A+/DC23HI(G*;ZAX-$JDK20>)FD M^)Z"ZU=)BJ\J.*^3%-]6<-XD*;ZP`!]=&X`/P%\WWW:KS>G;_N4\>-X]8G]X MVW\V=-+?BNM_7/0-K\'7XP6??F,+B:]B\4W_#I^OW*J/[!Z/QPO]0Q5P_;\$ M?/X?````__\#`%!+`P04``8`"````"$`Y_EJ"%`E```HL```&0```'AL+W=O M/[ MU3_NGYX?'G]^N)[?S*ZO[G]^?OSR\//W#]?__5_-WW;75\\O=S^_W'U__'G_ MX?K_[I^O__[QW__M_5^/3W\\?[N_?[F"AI_/'ZZ_O;S\VK][]_SYV_V/N^>; MQU_W/\%\?7SZ"_WWZ_=WSKZ?[NR]CH1_?WRUFL\V['WOS\YX_[GR]!R=/]][L7M/_YV\.O9]'VX_-;U/VX>_KCSU]_^_SX MXQ=4_/;P_>'E_T:EUU<_/N_[WW\^/MW]]AUV_W.^NOLLNL?_,>I_/'Q^>GQ^ M_/IR`W7O0D.MS;?O;M]!T\?W7QY@`;G]ZNG^ZX?K3_/]:;Z87;_[^'[TT/\\ MW/_UG/SWU?.WQ[_:IX?]W`W.HJZX+?'QS](M/]"$`J_,Z6;L0O^X^GJ MR_W7NS^_O_SGXU_=_K[>D)972JZX)/Y*R?G;2D+OV'#\E8;?[-;KU6:W?;W*#1?$7ZGRC8W= MULS)6+F,626KU;Z+L3M&._5W1 M/#E.+"X$B)Y<9DX2"2E2Y4"=`TT.M#G0Y4"?`T,.''+@F`.G!%!.0D"E3I(@ M(A@S91)$V_6M-KX(,HOEY+#2()5!:H,T!FD-TAFD-\A@D(-!C@8YI8CR#&;L MU#/CN%NL;Z:YUXX\*H%1"E>G0V^=N2U(+3%]35+;33[Z)J$IL@Q2&Z0Q2&N0 MSB"]00:#'`QR-,@I190GX;+4DQ)C!(_N$AN+@"S"VDN33FF0RB"U01J#M`;I M#-(;9##(P2!'@YQ21/D!"[+G!X*U'QA)1I9!*H/4!FD,TAJD,TAOD,$@!X,< M#7)*$>4'I!>I'WA%NZ&5_^7;P^<_BLN=XO9/%OO MJHF76*L-TABM[21#JRBT9M-_-_&BM3?(8+0>)AG6FHW]X\2+UE.**$_2=B;) M#<1C!&N/!62M)YW,G#((K;">3C/3XC:;]2L66HZ>7MUF.FJF0R9.0[AA9#4M M$^U;ZNE4/8OU1L^BO:EG,/4&X&2IKV1HM9N@RD*U0#'_ M;1A*'-N*5-356:@7*.H:K*Z#2$5=1PN=!!IU:6]13IMX2V8_2L!RKP1(S7_K M;.HJN=R%^4^DP@2X7F2!5`N?1F.H?15'Y,DJ)ZRL+U19J+-1: MJ+-0;Z'!0@<+'2UT4I!V*J70H.%#A8Z6NBD(.T52L`]KW!B'N.UF*>Y.GO%0)65JBW46*BU4&>A MWD*#A0X6.EKHI"#M%4JF$Z]IL.+P(T@#U5:J86@9E\#62G46ZBTT6%T'*W6TT$E!VE&42WN."CFV MKZVAUG924]DJV-Y'QC64SS[896B(ND[#-'B24 M++5:C!N]+*BKR(H;:X'BN&XLU`H4U.8/@KI(B]Y>H*AWL-!!H#01VVYG.B,_ M1BE1?Q(H??9R/O8HS78FAT5(O]/)@2%X6:HJ&8)+!:HL5`L4[6TLU`H4=746 MZ@6*N@8+'02*NHX6.@D47ORJ-SG9%F.*/;N5P.L("D>,R"3VMMG&J10I?LB0 M+3U5I,6/-4-JP(:J$JB-!<O/L_QAIT7M22O1` MOK0#R1Z_+J8=B"@O&%+37I!*'S*(5-S?UP+%F&T84EXTNCHI&'7U`D5=@]5U M$*E8\&BADT#V(0/:Y0](N[481;$^(/%(8R^N,B&Q9K$+CQE$*FS'%[-L?JR% MCUO_1J`X%EN!7MWZ=R(5ZL+N4D]JO?"QKD&@6-=!H%?K.HH4QDY<&[99C2>1 M2G6=GS-IIY+,F9-ZWS"4/H)P ME'5666^5#5;9P5%VM,I.6DS/`=DF:)I0[69GP1#B/>FP;&8K60JO<**O0L$$ MJJU4(^J3'8^5ZBS46VBPN@Y6ZFBADX*THVC'D<36Y*BP$U'K<8"RK"<;M^6" MMS!I-F"3=9'2R4:61]I*1\DXWS0B%8=J*U!:T#2B$RG=B&RM[$4JU64: M,8A4;,1!H+2@:<11I$(ZEZ3LHW$GH4>]NN=H5^3U7-@MJ9[C#504B0.E+ M&H'BM%$+E(Y]+A@-;:U4)U#4U0L4=0T"15T'@:+44:"HZR20]0IM$CVOC+C> MVS"D,ZE-GL6+%`;[-#VL\@>/5922Z:%FB/Y,!4W<-"R%]4`*ME$7Y4)9>[K( M2H'>ZA@L=(@%2>T\&VO'2(O>DU*B8F])>R(G]D8\\S*)COFJZ"U9"CMU@2H+ MU0RA$2+5,*2JCKL[JZFW!P4('6_!HH9,JJ+V2[6TNK=-+N^=AB/Y,0;,U MV3U+895.I;*9N(I2XL":H=L+,1G:E>0*;=25UI@]A>BBE-38OZG&@:62&@]1 M5ZQQMA$?=J(93ZU]2+U:B,&EDH:7Z;!6?)!2]L M\T2*MU[;;+C4PL<>:`2*64$K4!J#)I0ZD>*ZYGDF)WRL:Q`HUG40Z-6ZCB(5 MZLHFPI.P3M3^BWNYI=W+,92^3!8H;C(J@6+65`L4]WL-0^E.3J2BKDZ@J*L7 M*.H:K*Z#2$5=1X&BKI-`]F7RDK98KXWQ[&7R*#\&**_G=H&2'F4(/AV?Z=IO2Z.`1$%MU311 MBM5DS[S:*"!J.JNFCU*L)GN\.$0!J-'NP93M]3TM4=2K<97;,45F8QNQ$H+![+3&_+-+W32QJ7Z>U$2=3;"^3K M'2[IU<[,-C,RD/#NQ3@S0/J[QUW^!(T+RG>/-QE?,9_D3[6%&JT%/W/2CW); M6Z2S4!^UI![.^F%@*;5,I.FW]A>EW,[$LPJIN`J^`*6?,+)4NB5F2/DC%$R@ MQA9L;<'.0KTM.#`4=MS:N"S7GH+!YM1()2@^5/*XW66I6,E2\/#X,.(F6Z$K MX6-PUQ9J!$+\)0,ET]6*5+K:I]TX/FCK1"K6V`NDU6<1-XC4.?7:D6>R<'P$ M8D;5E(7+O%&R%+PF4"50;'9MH4:@6+`5*#Y>Z02*NGJ!8L%!H+&@-B[+;:A7J!86+H"LIV%JISD(]0TG!04EI MXS"4W`@A/#..(0SQI.^S;*%23G4H*)L^Q:L:4HX*RI&3KE.QLR9ZAI.3` M4/A,2)M-.60R@5PT.^2B8'7]L)ZL17QNH)+YE:@Z2E\-J-T44`T]PK2UE,6FPQS>8*P"=FMLI(AQ.HT M?>QFV0`ON2`>_DCME85J"S4,)8^_6RO56:A7D#;N3$:ZL1FI0#,L=8EU64)< MLIB:OLS[Y8JE.'&=YR\,:^;3#,U"[9OJZK*Z-ME*UBO%VCMGD M5TO&DLU=Q5"29M8,*5--?MI:79W5U2M=VA1*M22*;[&HCQOO3YN0@:D@9FB6 M+H*[>;[UX)+(/,<$(5M*JTB+.VJ!8@+86*@5B#_BS![H=)$6O;U`HUYM-&5E MCM$A65-&,P2C16^Y"5CZ0,="M4"I55PP0JU(Q4TD]3.=9T)X%LS&+_ MXL7L".O\1Z!T]#&6CCX+U0(E5EFH%2@.D\Y"O4".)6D"%+N/O@G,'ML(I$;? MVG0?B_'HR[Q<15:\7#.4AJF%VEB0!E\^97>1%KV]4J)"=INF/8G--NL9)<., M(WI+QI*15EFH9DA9%?0G4&L+=A;JE2YM29KC));8%&?+4+;T9>ECR6(\^.:K M+`6J(B_^J`5*XS14ECQ%:$4JC+YMOO9%6O3V`CDQF^8NB=4V==DRI$9?P-3H M,U#-)1,3&@NU`J6CS^CJ1!U.#CS"6ZIF*Q9#S6`J56 M<<$(M2(5=746Z@5R+/$SEZW-7`122]\N_W*X9#$>?%G?5I$5+]<,)2'96*B- M!6GL9?E0%UE1VRL=*F!W?MXRPCIO$2@=>HRE0\]"-4.I419J;<'.0KTJJ"WQ M\Y:=S5L$4D//OFY@,1YZZ[SW(BUNK@6*(=E8J!4HC+U-MM?L(BUZ>X%LQ.[\ MQ&6$L^[C7"8=>RR6#+3*0K5`J55!63JCB%0R]BS4"^18HA.72X_==C:A$6B& M]399$+-=6J%F:(=U=RIH7BPU+(6GZE*PC;IBP=T\2Z2Z M*"4%^TLUZOBG-,,N/;N0?:2+J$#TP?!DR6Z1!6+)8O3UYR1E'VZ)5/AV=+W* MM-3"QP>`C85:@5ZMJQ.I4-?J-NO:7GC[\PGJM,0Y%Z/+IENC!@PI.$WZIQ0L M>5]6,8:=HHC5#&'+)5!CH=91UEEEO2JI`\#/HG8VBV*(SK29>G:7IX8E2R%M MDV97%JHMU#"4'M9EI3H+]0K2MOEY%7YME:?%`JG)?;?(GRFP&'T4/KG`"6[. MG##=35+FNYQ:=*43I$VY1.K5&CN12FLT/QON12K5E4Y%VG>4*#D30\B?U,3` MD%HC`I9\UE7M&(I3?2U0Z@*6BE`K4G$@=`)%7;U`]K.NG9^?C7"VVG'*IM:" MM7DPR"61O\3^W>7'?%112@9"S9`:06D'C`^<&VE8?!'41EUIC5E>WT4IJ;&_ M5*/J MJ"O6N,R/INVBE-387ZI1.\I/&F]MTBB0BJA=?LIMR6)91&4I>A6EI-DU0Q>RE5.W6YK<"T:_])@MWBRS%+UF,YHM)RJ8`+$73[R2U6V3)>^WI=L+-0*]&I=G4AQ77F+>^'M;N%69](70]!FV*,&W!,4 M,YV2(3RZE\ZO!(HI4BU0?+/>6*@5*.KJ!(JZ>H%&7;KS*3V5V1R[%V-A]C77 M;4AGTUQ1(#4N\EL)2I'"D5O1:E$6L=J1:QA34[@MVCE%>XUITRDM34R?`C^D MJ\K$`&6!G[\@N76DG,`/4OPD<)&M2K7*[W:->A+ MUS6$9XM\@%1\&ZBZ#1!:(IU?,Z0,#5()U+)4HKZSNGJE2UF"C[I]4P*A;1%, M[05W^!* M4RM<>:'6S)5I7JI&E,U`YY2[TY2IYA1[%H[(7GWP%HN=2YTF`9L[S6G?EXY2DUN8D+,I9U`2_"=1@@`+@FD&-6%Q^L'`9+F8 M7V!*,AB<8?3!`2@\$E!H-+#`:7&`Q70!D,=T`9#!<_&0PW/Z58 MYF+*^=Q97Y+!*;N`VP*6?B;O8/"1D8./#`8?&0P^,AA\9##X*,4RFR@;=&T* M:6*:A?+V9LI%]$\[*6#IC]?F?/L9O@&73L'= M;4$.GT@+!I,92]<"QM*WUY-T?!8+NHAJ%!+MDJPCJ#H3\#IJTS&*PS96&2P6!26C8SB9*@ M:-(XGXWW',<1S5E>NN_@R[CHFIND8[,L&/:&HNKQ]RI/`^""24Q7M]F#6WAL$I.VPV-O%!KYDG*ZJ(GXVCE;$]Y+&`Z8UEG M006/!;$+'P]-8B&%,!\/37QJX5&.8OJ4ZN(K%_`0);F/>V=:.-V5% M'UV.MI`AZG$;,)W(,!8G'8Q(QJ+?,2(9B[L`>")@.I$Q^F"VT0=34WTZ'&B> M3,+!F,I[6D3;N^=O]_#AE%Z:E$8#ZM=_M/M-FV%'XGOJ??45L&!38H!6LL5Q`W[BTM M1WV]'[U@N4_S_:?1]5D#BSFT>?4L]B=7?@E+'?E/*[38(XK5_C1&=5;QISE* MX'?]MJFXWQ1MP29UP<82=O].*5X=<%E6*X]5].`W^-? M'H>J=E2?QR&N=_LQN&U]--+W8Y!;CD;\'O_R=-(P)QL\#DU<45L\CT'=BLIY M',JMJ9P7G"BWIG(>AW(;*N?U'>&&(C,JYW&(Z!F%M<>AZQ;4 M?U[DH9T+:J?'H7L6U$<>A^Y94!]Y')J_H'9Z')JXH'9Z')X\4#^X$P%VWBN4 M"N&?G,\R=\-J.8]SBX!W^N8+OK:^AP;O./;TEM`S,HG[% MRR;+P2SJ.Y=#TZGO7`Y-I[YS.32=QJS+(?1HS+HC!1[3@&EUVK# MIV*HQXUZ,/3!EE<&(8_/CBS3WB+@7::`1XLS'EW#!YZO\4$+ZO$8?,H"'W@, MOFB!#SP&'[;`!QZ#+W[W]&&LM:?[I"U7+X%O3/7U):IGR%@&.EVV6:<'0 M1Y66P9>-*..-EQ8,?5]HR^"#?+3:&^OXN'Q/GX[;,BT8^A#<,@5\4)SQP79? MNDR%,O2]LM6&K[;1`H]IP#0NTX*ACYBM-GRW#5][#'YO@A:XD0B&?O5AM17P M6W'&;YAV7:9"&?KQ@=6&GV#`4H_!+S%@JV.=KF,?CE%-KF,?@!%5K@,?BA%&+'8XKM+=KFQC68RF7P8SRTS2N# MW^2A;1Z#G^:A;1Z#W^"A;1Z#GX+N"_PHT7H'O_[>[I1Y&6:<`T M+H,??>[I]Y"V#'[?15JFV&).Q,]=+8,?%J-M'H,?$*-M'H/?$:-M'H.? M$Z-M'H.?#:-M'E-LEVB;FZV#J5P&OTU'V[PR#1CZ0;>U%+]41]L\!K](1]L\ MIMAB+(07U?GN"PP=#V#KP;D':)O'-&`:E\$I"&B;5P:G':!M'E-L,!;"CY'R MMH&I7`8G:J!M7O3B8`VTS6-PO@;:YC$X1P-M\QB;6`9G*Z&,U]LX50EE/*;88/S@ MI!NKK013N0S.#H(]7AD<(01[/`8G":%M'H,3@]`VCRG0ZL)M-*,%I8RCC,3CM%2WP6[U$JSVF@#V%:P].-=W369S6'IQD MNJ7[NF83EL&AY7NZ;!.R_1@Z,Q.R^#@:93Q/(KS MIU'&8W#4-+SC,04\6KA^*\&4+E.!H>-N;=MPZB^\XS$X_!?>\1B<\POO>`R. M^X6E'E/`GL*U!\>%H]6>I3@B'*WVF!I,[3(X'1RM]LJT8.AP;.L#W!NPI[/T M+5.LL-/#R>F6P8'X^])E<`C^OG*9&@P=\VZUX?S[/9WV;AF<>;^G0]\M@Z/O M]W3VNV5P`OZ>CH"W#$Z]AZ4>@WLX4,;+5''W!LIX3`&_%:[?<*D$O.-Y%!=) MP#L>@\LCX!V/:<`T+H/;(^`=KPPND8!W/`9W2`SN MKX%W/*:`WPK7;[B8!=[Q/(HK6>`=C\'-+/".Q^""%GC'8W`I"[SC,;B(!99Z M3+%$A.#K(1L[Y0JC,7SUG&5"N)4*]7@9"BZ:@G<\IH#?"M=O)9C297![$5K@ M^1J7&,$['H.[C.`=C\$M1FBUQ^".PSU=QV=]T(.A6_DL@TL.X3>/P5V'>[JC MSY;!_89[NJK/,KC;$&]#/*8`4[@,[HKLRN.L4?O-F?]QO"K]Y#.XTA=\\!E>;PF\>@^M,X3>/P4VF\)O' M%&`*E\%ELO";5P87R,)O'H-+8^$WCVG`T"VEGM^P:KH,+I*&#[R5"?=)PU*/ MP;W1L-1CRB5&">[G]5J`^]X M#"[D1ML\!C=O(W8\!G?+[^D2=&LI[I/?TUWHEL$=\GNZ$MTRN$I^3S>C6P;7 MQ^_I@G3+X.9XO,WTF`),X3(E&+H9WFJKP%0N4X.A>^)MF09,XS(M&+HUWI89 M%IBKPH_,LIG\`.;@,D>/T M`.;H,BC"]RW1S/,7!%R%VS/5@>I<9P`PN8;"\P4+G-`F9/+ ME.-G$EX.VX+I\=V2[9\#F)/+]./+=R]/',`,[EOY`YB#RQS!'%WF!.;D,@4^ MF3BY7TS@=R1H@;`Q>1R.J M/*:CE^V.KIY>M3OX@.3$PP](33S\B,3$PT\(9@\O$$C>KJ^D%R1.>UIZU>'@ M!PP]#R^0]'CUEO1:W-%3T4MQ!Z_IE;B#-_1"W,%;>AU.^+LIH7G^^/[7W>_W MI[NGWQ]^/E]]O_^*C^QF-W2NZM/#[]^F_WEY_(6?SEU?_?;X\O+X8_S/;_=W M7^Z?2!K"7Q\?7^1_J(*_'I_^&#_D^_C_`@```/__`P!02P,$%``&``@````A M`,R/LAF4"```_B(``!D```!X;"]W;W)K&ULE)I; M;^.Z$HNH`6*XK1]=APE%M:V#$G9[/GV_5,DSCAWU^9I_F?B'F+^VQ[X;N;7R`N85TE,:\7^P7L/3\^-HB M`C'LL[YY>YI_"^(ZW,T7SX_3`/VW;3X'Z_^SX=1]EGW[^H_VVF"T,4]B!EZZ M[KM0K5\%0N,%:5U,,_"O?O;:O!T^SN._N\^J:=]/(Z9[+9H\^9UBHB'ZX'<2R#^+]?*8&4T5X'U[,\E%H?Q/J3W,H8N`&T!_/0;@*'Q<_ M,&%'I910)4\CU1IBTH3=S`>Y#PH?E#ZH?%!;8(%P[S%C!O]*S$)=Q*R=330P M@[!R1R#5&KI)YH/9F5**9S.BM7.R\Y5\19X\,W(==:X0=EB-"HI*TU`4#:M5Y'9<&;FV4CM6 MW*C%R4[7<2`/?)P(VD:B$*+6*%4((6J4490KY$0ES5NHI`TKBFK'EAN(.,*9 M0.3)[@0BD9>2WC)/Q6&(A1O)=`MWWBAG1JYCSS6RUBA%I4;*\,;KN#)R;;C6 M:#+L1BT.>B9J>?ZCG;:1!!+9::<00M1:&46Y1G94TE9D4*FUC*V*HEHC)A!Q MEC.!R"/>"40B+_N\W3`-I);*OB#P=MS,R'7LN4+6HBPH*DW#J61?>1U71JX- MUXX5=_I$"=E5ZJT5/9M_!+`B/4@YQJ9-5E05&HDDV_K=5L9L;9;:\0L M65$;,#'+DL&9/%5%F`,N#21R3)YV]PF1'K0<16[31T`@GYLF7";MFB MD)=Y7FJE2DME7N`7H4:L!SG7R*S(@J)2(YEYPDK+SCR*M[1E!FI'N-<(7N-4E2:AB+Q_$W32+79VK'A+E>^8,$[B7]-4,C..X6L7,DH MRA5R8I+F+532AA5%M6/+#80O6$):L"CDY%T0>65?JK1TWOEU16;D>I1SC>PU MJLH>@TJMI1+/-UP9N39<:\0L6%$ZF&U3/7(^;(''4WO\GG2X$07W-TX,.)E6 MB9R,E&ACW@4SU=!"N4);:>W4'$5+[[*8:S/6S5`AA*+GK=1:O^RL\CH+(^\@K;69R;([ M.J+X^`O3+VL5^S0-)7*R6J*MV40SI;4W3T.Y0MO-/=Q"(6<$B*V*VJH=6VZ` MHNKX18!_=#>QOC'B\J.*_`!P:?KW)FW.YV%V[#ZNF.CM"CEPQ_)K#@8^%MZ@ ML2?!B.-##R?!%Z!OT[AX+1)\&9K<\'D(0TP/R2K&FS#M^5L$^US'213C>94V M2.!JPK;`4H]35I)!(J:46L.ZCL7,4DD!B9A@*L$JCTM6DH01?)M6K3'SF?D2.L!.^Y\)EK@V==^,Q)\+H+GSD)'G'A,R=)UC&^ M)3&>;6-\&J&\W,;XKD%Y@E3C8D]W,9[HJ7Z&!.1XCO3C>('DXWBYB_%T3^U7 M2,F)+^[;.?XHX79X;_YYZ-_;ZS`[-V\X;)=3_=G+OU^0OXSRG)Z]="/^'$$< MV;,3_LZDP2>^Y0-*Q+>N&_4OZ'AQ_\N5Y_\#``#__P,`4$L#!!0`!@`(```` M(0`MN:DZP1L``!*(```9````>&PO=V]R:W-H965TN_M?9X<'KV_W/+_<_GG]N/A[^9_-Z^.]/__U?'_YZ?OG]]?MF\W8`"S]? M/QY^?WO[E1T?OSY\WSS=OQX]_]K\A.3K\\O3_1O^\^7;\>NOE\W]ES[1TX_C M\//0VLA>WF/C>>O7Q\?-N7SPQ]/FY]OULC+YL?]&\K_^OWQUZM8 M>WIXC[FG^Y??__CUKX?GIU\P\=OCC\>W__1&#P^>'K+NV\_GE_O??J#>?X^F M]P]BN_\/,O_T^/#R_/K\]>T(YHYM0;G.Y\?GQ[#TZ<.71]3`-/O!R^;KQ\// MH^SN?'QX_.E#WT#_^[CYZS7X]\'K]^>_FI?'+ZO'GQNT-OK)],!OS\^_&]7N MBT%(?$RIZ[X'KEX.OFR^WO_QX^WF^:]V\_CM^QNZ>V:2/#S_0$[X_X.G1S,& M4/7[OS\>CI'#XY>W[Q\/)Z='L_G)9#2>'1[\MGE]JQ]-VL.#AS]>WYZ?_L\J MC9PI:V3BC."O,S(:'8W/9J/9J;&R(^74I<1?)?L="6&V+S?^2L+WY7CJ$N*O ME/7L:#0]V5?2N4N'OR[=[.AL-IN>GLUW5Q%3JB\I_DJ&Y[Z%=U3QW"7$7Y<0 M_]JA/\(HZ7,R__AG91S),##_<$E/CZ;CV?RL'P>[ M!,[LP:A_-OH?#U%2^(=7T#\_C<;CZ8?C/^&7'IQ2SDKC6*,0#>.;C-TR!54* MZA0T*6A3T*5@D8)E"E8I6*?@(@67*;A*P74*;E)PFX*[`!RCJX;^PGS[1_UE M]$U_24/G`GP'3I*^$0U)4J:@2D&=@B8%;0JZ%"Q2L$S!*@7K%%RDX#(%5RFX M3L%-"FY3`J&_@TJAO)B?#U#%BK+3!U#D]F\5MGUN=\63HKX)(2:0B4A-I MB+1$.B(+(DLB*R)K(A=$+HE<$;DF\9JFF=P?I(X`ZLTM1NP/L@A4A&I+9E,A^')$RR=I;F-#A-I9:7PH](=-9'F/=FT43;C MI*1=:#1J$+-/TEJDYW&3.(0VD;(6#J$%!)6B-1]0Y5!8248-VVK95A50 M5%^K%:"&$[:,.H>L&XAK8@*"H";[UDUS-I%.5HLF&'3!9$T6R\(E/`VG]'1R M%G=,Z;6D8RJ'SD,G'G9,OQ^OG5:X#GE;OER48^NU),=N7XYQ`YJ()&C`P:NY M2"6<&!8E$R,)W(N1U9K#N0W-R8N6:$U<RQ:.X;MC2G7AB4<^_O*D%^+:P=BAJ` M;+62T-OJ!/6VXAJ:.&97#>^>?V&-1A^YTR@;]T0UM"B)S4[C_BS,(5T_[7Q] M2H55"JL=BZ8&FVN5I%W,XJJ;B"6H^E!%&\E$5;0H&?>)3R[,<2*J&#E@9=P[ M6^BX879,1LD2UJX.311$-<2="/21.>QT8:=Z\MFG38:+"[W" MZ3@_28ZHBB$A_-2AZ_S$[Z3[4+@:U$)KO*]S:F'PJJ:D/&=BB9F^EJ.B3$'!U:D2I9#FI; M]H%.?N[G8.U0.!P'*SLS:P>U+3O!*+.XV9+(<=^,G'!$Z5`8&SL4S*)2D)]% ME:!@1CH4-8'-,;#52D)OJQ/$,]*B&T2VCNPC%8]?$ MHH&OE65W8F/4,(!P"-L'Z8>"4UIT6>ECJVTA1PXT)%:*5A&%L2(7H-%MA(>+F-&%P,"WV M#B8;-D<3WZ&P`>;#ZM@C<*<5C3LEQ]E9 MDF/+.7;[W%$>B@ M%EI3FM5F&@W5=Y6C'3*(RY$T?S>H;2M'W-AJZ+\C`K6Q?1IH)&,S-R=U\)!Q MH#%*@O;":\G8+!E5C&I&#:.64<=HP6C):,5HS>B"T26C*T;7C&X8W3*ZBU#4 ML]-D;R%NO>?QXN50&&@P*AE5C&I&383B,B:!_%!&#MBG#OEXH6!4,JH8U8R: M",5EW!>*)U>!S"%7$AP(\DMXX1`FJUO"DQU;Z15D;E1LIO9:>B30>`68B>NU M)1"='DU/ MHO\E3=?LRR=N!A.'!JO-,`0-[Z>)7QNPHTI*F^-$3G%T28D*KR6=63*J&-6, M&D8MHX[1@M&2T8K1FM$%HTM&5XRN&=TPNF5T%Z&X![$>JCUH>.+H+(H<':$2 M=];Z/O73M6)4,VH8M8PZ1HL(Q94S4;(V/%TD[I_7Y.8(R-0W])"$2M:J&-6, M&D8MHX[1(D)QY4P\&51N7ZAL'IJF/>J0[ZO":>UPK38-%&0V5F+9FZG)3!)H M-5Y!S+1LIO-:SD,G0=#"*Y"'-G%AT#R#:Y)X<2A_;C8!IF7V>&BKY3ST/C]: MBM$]_MH9#?UUE,_D*%D(FG<9;IU6$"EW@F0A.#F/_I=L1!?[\HD'HPE9M=:V MH6RXO9@Z!#\Q[!OFZ:V!PFF9S>.@14\Z2J=E'I-[+5X478[A^+1HM_GF7>9; MJ9`WW[VK](M]YJ,6GB41:3_=QS/SF,&^;,?O6_5)>!5.+@WE3BW9;B3#H?!: M,F%+1A6CFE'#J&74,5HP6C):,5HSNF!TR>B*T36C&T:WC.XB%'?NEE!^QJ&\ M0^$JS*AD5$4HSCT)TL55SC@8%Q0LDXQ*1E6$XMRWA-(S#J4'A((-\WTZ31:% MPJG-_!)5,JHB%)=H2U0[&Z):F0*Y0^A9MT`EWKIP"F87-Y283TE$2[WF7(FT M7R3BDII@2W&[YO0P6>L=0DFE\(5#*)N@4I"/C"I!2NXF0-)R=X&3-Y*;@TH4 MZ-3>,,:;%N1>K`+6<].0R>/.TB6'5$I:.62?&\6-D@1&PW#F`&AF$8HE=@N' M@JQ*1I5#6NYF^=8:Q2[KX4J(`6H:Q0^>Y""H<`K8AJJ-8I-#*H6O)('25V;! MTXKEUD9O))]9%(T4BX*L2J<5H$H0YWZ:+%[2)3V/=QD.^9&2;!H+I[!EI'CI MT"@.*7UUNL7M]CPIEO7$X4AQ6N%(850YI.6^Q>V>LMMUR(^49`TOG,*6D>*E MOE%L)M@8`D73YW2+/^YYTBC618T_9]SJ$+O&N=3Y* MYY#3CN6+-%R]P\2CUV)F&\$F?X*/='>5F2WW9OH M':,DEB$4%!%,FH9%0QJADUC%I&':,% MHR6C%:-UA*)6P3W$?S3:>_W8RSJ$*'`8[0Z9IU7#%)V,D\%7>BU)6#&J&36, M6D8=HP6C):,5HW6$X@9,UFB:F,D3!'.#,AEN#D4-Z);S(6Y/#IU+EP:Q@V^[ M(8V@6C+S7J?Q"=V.(#GY:KV"F.D8+=CRTFLYR\F^9^45Q/(Z0G&[;HD^<.N* MVL^B:-F8IZ.M<`GW+!NBY9:-^-6:2J3!%3E!?O0W@M`?P^BG/54K6FI.G4A] M3@M!/J>EH)TYK41+S6DM4EX)YULBK9XG/H`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`+A5TJ[$IAUPJ[4=BMPNYB%G=SLG7&MJ/DF+P4EJV/RE*`2-9^R%H24;@.=+*F-:/A$K2"?*(GS.]'PB1:"\!*6 MGM,RT/`CPK4)4@E;BYXW?B'(&T]*=!EHB*$KA5T+\\9O!'GC2:A[&VB(\;N8 MQ6,EV>/V8V4\.<+68.N]A3.[V8W<@D/FU:!@*J>/05Q*^U2CW[B5@L(M_#P] MIZU$R\>%M2`4U.!(EY5H*\DV[$N3? MG%RSK0M!OO27@OQ>YDJ0S_&:T8T@;^M6D+=U)ZBW%<]\Q&D. MF=?E@KF6^+7"O'.#E,&I0ND0W%68,)D4%2>L/0H34FA`.;9ZPF3%[[R6=.K" M(3F&BD\^EUXJ"59L8\WHPB?L3Z%BLY=>*F:OV,8UHQN?L%_!8K.W7BIF[R(; M\4#8,KCCA-:,;3GC+Z"Y*&/?-EO.;,SZ_$63>NPXF*85L-F7D4QV*)RE%;)2P M=ED&MAI&+:..T4*0>I:V]%(9=RM!WDNN&5T(4L_2+KU4S%X)\F:O&=T(4LW> M>JF8O1.D^&%SFA3XX;W1NCU]BJ(OAZ*UT[*@;\HSA_R*40GRM:T9-8Q:1AVC MA4-X_"H-L62T<@C/&$5KS;8N..$EHRNV=^/G&,H[.RRY"Y1KY]TF3&1_`#C?)J, MFL(E##JV9%0QJADUC%I&':,%HR6C%:,UHPM&EXRN&%TSNF%TR^@N0I$/QM>V MHEZ4_4O/D]ZR)S>Q#YXF[J1P":/>&A+*#*A8JV;4,&H9=8P6C):,5HS6C"X8 M73*Z8G3-Z(;1+2/S!30W+=!>MK?L%\WL=XF>-B_?-L7FQX_7@X?G/WYBD1GC M_;E/'P;NOJ4VG6:?\?(-;"02O)&:F9962%8@F4_,PL%2[#Z9V:]8`E6_,PL&RQ!M)29%9(E M")HRLU"R!+%39M9+EBPA,@?38)#&_2/)LE1@EPM00%)H4I*2,P>D$M= M06*V@BS!%C\S.T*68*>?F8TA2W`$A_[12HUC-_2/)L'I&_I'D^"8#?VC27#: MAO[1)#AT0_]HDAR27)7@]!+MIJ7!(2;:39/@X!+MIDEP?HEVTR0-).:9[<9:/4:5)<*2/4:5)<+*?F3-BS@>G^1AOF@0G^1AOF@2/0]!SF@1/ M13)S1L[YX$D(^E23X"D(^E23X&$(^E23X)E(9L[/.1\\SH,U;?W!LSBTFR;! M@S345)/DR"=7\RD@,8\DN`1XB(41HDGPX`HC1)/@^15&B";!,RN,$$V"1U>8 M69H$U\@R$$G,^^T<)IB?H+Z:/%!,1^A%[21B,O_*+4FP>5]6-,D.(T,^FB0_/4$^6HOB#5%8TR05).:%3,XG/T4O MX*U$EN#52EC3)!4DYDU&3H/7G;,$$8UC0)W@2&-4V2SS!Z\5L`G`_>FX=$KP]&"-X#U]),,_,>.4O*&<:.*L'[ M[,A'2X,?]LK,;W>Q-?Q65V9^CHLE^726F9\`8@E^RP;6M!;%S]/`FB;!+\[` MFB;))XA0['/)U%]/$*7A%T*Y!/BM4:31),4$9<,/.VIIL/M0)?GT!*76/!)^ M,1`[9*VW\?OMF?DY<\X'O]F>F5\U9TD^P,`XT"3[C@'&@2?(Q(E5\YX*M%9"8#VRP!!\00=DT20U)K4H:2,PG-M@: MOA>"LJF2$4Y*\+,_G"8?CU!JS5/@$S)$?,&*2XV/2F7F@U$L:2`QWWYB28XVR-4VP/>;,*ZUUBDA*54) MOM.$-M#2X'--:`--@J\V85QK$GRI":VC2?#QNOCX_O\E_H/>._WI^^?WU^V;S]NG_!0```/__`P!02P,$%``& M``@````A`&V%$CPM`P``WP@``!D```!X;"]W;W)K&ULC%9;;]HP%'Z?M/\0^;WDG@("JI*JVZ1-FJ9=GDWB$*M)'-FFM/]^QS8D M=D"B+Y"<\_E\W[G8SNKAK6V\5\(%9=T:A;,`>:0K6$F[_1K]^?U\-T>>D+@K M<<,ZLD;O1*"'S>=/JR/C+Z(F1'H0H1-K5$O9+WU?%#5IL9BQGG3@J1AOL817 MOO=%SPDN]:*V\:,@R/P6TPZ9"$O^D1BLJFA!GEAQ:$DG31!.&BQ!OZAI+\[1 MVN(CX5K,7P[]7<':'D+L:$/ENPZ*O+98?MMWC.-=`WF_A0DNSK'URT7XEA:< M"5;)&83SC=#+G!?^PH=(FU5)(0-5=H^3:HT>PV4>1LC?K'2!_E)R%-:S)VIV M_,)I^9UV!*H-?5(=V#'VHJ#?2F6"Q?[%ZF?=@9_<*TF%#XW\Q8Y?"=W7$MJ= MJB4%:X`)?KV6JAF`U/&;_C_24M9K%&>S]#Z(PRA%WHX(^4S56N05!R%9^\^` MPE,H$R0Z!8E!YLD?S:)Y&J;9[2B^4:0S><(2;U:<'3T8#^`4/5;#%BXALDHA M2:&4A7(^*J_&@%F`]743QEFP\E^A*L4)M#6@!?(&4.PB\BN($>*#DD$.)&G) M.DB&[R.B'M'Q'F8E-4E M#Z/%M`0&9+7:,C@&`K76%0UG=/.*+<3(84\0X MG@]ETO.<.]XH'+P.>0C'HL6NY\EJI7:[,F#GC`TQ.^>$LG*U+2Z?>R*=*QJ: M,^3&#CVA;!ZS3EM<'G5`7'8.[HO;93V!S#:-D[%RIJZN.QXGVP@P]XDYA5O" M]R0G32.\@ATZ.!DBV"6#U=QCVW`)YQM<*Q-[#O>;MON#`VZ='N_)#\SWM!-> M0RH(&&PO=V]R:W-H M965T/Q^?]^]E?^_/LUP___,>[ M'\?3[^=O^_WE!@S/Y_>S;Y?+2W)W=W[XMG_:G6^/+_MG6+X<3T^["_YY^GIW M?CGM=Y_'1$^/=XOY?'WWM#L\SS1#'I/GZ?#SM/CVB MWG]&R]T#<8__8/1/AX?3\7S\G_9?W MLX]1,BQ7L[L/[T:!_GO8_S@[O]^?]E]_WQ\N_CCWI_^/KM@N8>\WLX/B(G_/_FZ:#Z`*J^ M^_/];($<#I\OW][/XO7M:C./H\5J=O-I?[Z4!Y5V=O/P_7PY/OU/.T4J]XDD M-B3X:4BB^':Y6&VV(\LK*9_*3RVN*^DFYMTN$G9;2] M76Q7T6JM*OI*RHU)B9\FY?)V$\WOX\WKZ3"4QI+B)^7X>M7N30+\I`2KV^UJ MM5QOKV05H7^,>:E?3-K%XC9:SJ]5+J+V5[_\K>I%J(S.TW8=A;VB9$3]1/WR MEF+>Z'@?WR(%NOEN[L_,(0>C%/*G1:^1T8>JN\KWCP$BA`H0Z`*@3H$FA!H M0Z`+@3X$!@>X@V:3<&B@OR6<\E?"48U3`JR2<2`2>5"2/`2*$"A#H`J!.@2: M$&A#H`N!/@0&!_!$0H=R1:).I&!,CVXGFJ\BO_:I=EK$DV(90W*&%`PI&5(Q MI&9(PY"6(1U#>H8,+N))@WE:DD;!&(L0U!U@JT`;[:6F6^LU7X7]9_*:.A!# M"H:4#*D84C.D84C+D(XA/4,&%_'T0ETEO10\ZD5U3#6RT.NJFELRAN0,*1A2 M,J1B2,V0AB$M0SJ&]`P97,33`1%7:Y@2,F0BB$U0QJ&M`SI&-(S9'`13S2U*>&K_4]%4^Z^:`9Q1=/0 M>CX&`XMY%,HUV2>Y&%(:6CMFJ\E'A1A@#>:V>K(3:\.0EK%VDX]A#<*2?K(3 MZ^`BGI0(@5PIJ9\IV)?,(%MO2I^O@BD]TVYZ)Z-#(H84#"DU$B^G1;)B/C5# M&H:TC*=C/CU#!A?QQ%'1LZ3.B/OR&&B)@3X-NO7&7^\RXQ2#=G):W-_[7CE1 M;<:N&"_7OKTP=BR;U+PEAZHWY57[>2WF07,VG+CE4/>FO'H_KVT@SN#Q^LV@ M@E=GO%,G55N4H)<:",U`VF0&@N@$Y>2UF:#"0)ZHFMZ!*LY5`+U=!*^76B]@+ M@MQ>':^".:DD+V>,$[30\LN,U]I".8<*XL)/2ED:;&D%J'C*FD.-@39V$+2< MJ^,)>PX-'IA,-4DC#7GS931?!G-A9MPV&(I3SQ5F3$VV MB;4&5FNFB#+U1!DN5K.U9&7Y>H)LEP#02.7KY:*SE]3Z[?C"U9[="YS>&2B M>9M?&ADH#(_8)$M);8UR2KNP6"%@I<'<*$EPJP6L$;"6TW6"6R]@@X_Y6JJ@ MW=%RTDP'\UX/TU`P!80K3A9IM\W].+BC51S%ZU443.NY]:(IIC"0T^M*#E4V MX7@*N-JNELO[>.X/M=IZ$7W#N5H.=3;A2+]>S:/-0-8@U!3LHJCQA4&,C33GLY4,43UAQJ.%?+H8XG[#DT>`E]5504 M+ZFBHWM/%0UYX5`T7P73:Q9IMXV.PZ-%%-\O6;>;?$C-PB1SUNB20Y5/OEXN MHW#MJZT+<3>O[K?+8-_96Q?B'CPB3]I%L`VZMIJ,_O[VR$!N M%&2@K=TMYQPJ#.0$+J6!'($KGK#F4,.Y6L[5\80]AP:/RU=+;1N$CHBCO#`V M-%`X`X9!D''#VJ*GJ&6\FB_#`#NW7M2DA8%PF$10:2!W%-N$FOX^VM[/-T$A M:NM%7`VG;SE]9Q.:&3#>;.)%,-AZZT7T@T?O2QQL?:YV2+XE6FC(G1D-=.]V M2.WE0(7QVMC%NC20IRE+6'/ZAG.UG*OC"7L.#1Z7K]:U34P0WN!;!>NH!@K" MFW6P3&934JM.+F"%@)4&<\,;P:T6L$;`6D[7"6Z]@`T^YFNI]@C2X-9[!W>5 M66C(&]SL1,@X73D1(BJ]$BUN%ZM[][]@+!7&W>F/)8>J-V5=^UE'MXM@7F@X M<\NA[DV9]7YF\]OP4]#@,?L-HS8B4L/H#8K7,!KRAKZ&W#,BJ*=&P=(Y(S*0 MIZOV#E0`[7X"7T50EV-A2-8ZO!AKB&O*"( MG1&9=-X9431?AU&1=:/)O"#H]4,B\K+;MHH@O?C-;^=!9K5UH,P:@BQ-RZ&. M($S5T]E"'(6AN?4B^H&@D=[7.]C]7%V8^*YHH2$O4M*0>UYDO!RH,%"$XQDJ M:6DP+U1B9#4G:PSDA%TMY^IXPIY#@\?ERZ6V%-*@U5L-;]!JR)M-A?.BA7:[ M77D M]6I>/7GIO*0)U.@S9N:WA=K).&UQM>OJG8_71AKR)E:S/[)')?G"0'9P%@39 MJ*$TD"-!15Z6JR;(F$MQJ`6L$K.5TG>#6"]C@8[Z6/]DPQ7S# M9"!O%F`QE7%2.4[S.C\S)JHIIEK.W?^"5BB,N],?2PY5;\JZ]K,68BK.W'*H M>U-FO9^9,"5XS'[#J$V,,R50]!#KS8T[]`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`ARA=!>/[\!:M+`P4I@F"U-:;W4YPY^Y;.R#D13 M\](TULO0!!N2UCJ`QI='Q<_"(%`1INK>=GY.#:2D=AH_?`B3&;?-=OP`M<+3 M/?^\)"<>N]X6!-FIO_1IHN66$564RA+5!%FB)B"*&4]+B?B:O/Q)^#[B@3HZ M?(LN%?-H88G;#TOO^F#6)DF=Q2.-;V&O%WR M/?L&;A)BQV8["(OG<^/E!!8%A\HW<54\8 M.O+TAH>&G"ULAIO-2DEG"YL;R*N]]G*@DB>L>,*:0XV!G`L;K>>E*ZGB(02%2B@)P<6*)ZHHG`+A$]4 MB;@%BB>J8-R"IZT?QSDGR"7%D]=QX@SQ18*76)PGC5%<`?^X3#XBJA02+/&F M5L`_HN(?Q:)B_DG4N.1-MHD(LG@:Q`NHSSH9!DV7+"&63&A/K M(?*1+%CBP"99L"Q!'4DWK$101[)@"4())`M6(J@C6;`@01W)@@UFHC9"7(,& M%K4?XA;L,*&;9,%&,U&[(YZFAZ47+0,L:J_$T^`D!B60^C4.9%`"R8)S&>0C M67#P@GPD2XH2I&(),EC4+I27+8J*4!A\&P":-Q@H6=7[/2X#C>M1'LJ2H:2K6-(,E$RTY++EHP7$Y MRB;IAE-SU%2RX/`RX&((U)$L*71+1=TR6'+1@LL*T$#2NH1%?53G-<4] M!?1$R8)+46"35ID*%G5WB;/AJA+J(UE2U#05:YK!DHF6')9,:9+#DH@7W&E%J*0VN-Z+4 MDJ6"15W!X_G@&B-:0;+@-B/ZJ&3!I4;T1,F"6XNHJ63!5?!$76GF)0H8YDP75DJ"-9<.48ZD@6W#R&.I(%%Y"A MCF3)(HPLO![@&E2PJ&<*W()7"5!'LJ30+15UPZ.!1%UKYVQX%8`22!8\#DA* MT8(W`HFZV,[9\`@`I98L>`N0J&ON/`U>$(%-&B5X.P0VR8(G1&"3+'A)E*@' M,#P?O!Y"?Y,L>#@$124+7MBA!-*\@X=V*(%DP7L[Y"-9\+`.^4@6//]"RTDE MP(NO)!,M.2SJO1&O*=YWH4TE2PF+>GW$TU2PJ$=(W((WK]!`VI?@Z2LTD"QX M`8M6D"QX]0IU)`L>O$(=R8+WFE!'T@V/-*&!9,$K3&@@6?#R$AI(E@H6]5B0 M:Y!A"I'6\PJ3@81WF-XE/$4=4[&.>`N-=I9JC_?/J*-DP4L](,=U((SK#]"VN_`BE)/\*H:F$=P@E1_QNVE[C M+W.][+[NA]WIZ^'Y?/.X_X+3G/GXEPY.^H]XZ7]<]`NUFT_'"_XF%PY\\">0 M\,?6]OB[(;CR,;OYZ!]H[KOIS[=]^+\`````__\#`%!+`P04``8`"``` M`"$`!..EHWX:``"A?@``&0```'AL+W=O'IVZ?3 MU;+]K]O3DY?7NZ3Z#P]/+I M]/OKZ\_D[.SE_OOA\>[EP_'GX0F1K\?GQ[M7_.?SM[.7G\^'NR]9I<O#_:%YO/_C\?#TZD2>#S_N7G'\+]\??KZHVN/] M>^0>[YY__^/GO^Z/CS\A\=O#CX?7_V2BIR>/]TGOV]/Q^>ZW'_C=?UWIV>>/V1E:/QS^>@G^??+R_?A7Y_GAR_#AZ8#3C41)"GX['G^7HKTO@E#Y MC&JWLQ1,GT^^'+[>_?'C=7[\JWMX^/;]%?F^DBKWQQ]H"?][\O@@)L!OO_O[ MT^D%6GCX\OH=_[K^<'5S?E&I7IV>_'9X>6T_2-W3D_L_7EZ/CQM7J))+.9'+ M7`3_GXO`2&^4AW+6Z'51OG+YX?;JZO+Z]@:Q-VK>Y#7Q_WJX'RJ7Y]=RL&]4 MP^%D#>+_WW6`M;Q\14Y\_HO?>805/:/RCU\YQDI5&\4_WG64%20M^UD5?^+? M>R)AAKPN_O%+AXFDN49]]M[.=D635O&G_]V'660"__B5PZPB<]EARC_>=3:K MFKBJ/__O/._Q7FA*Y!^_/S\:\3W-APL"\_[^0V64E$3BZ^\NO=62HNQ[@MW$OQ M5,I_.L5Y0KD7T#\_5ZHWYQ_/_L0%_CXO5.="U7*)AI:0B[SH-F/0BD$[!IT8 M=&/0BT$_!H,8#&,PBL$X!I,83&,PB\$\!HL8+&.PBL$Z!IL8;&.PB\$^!FF1 M7TU,6B2S()2\E+*74OI2RE\:)O`,=BP\B7Y`GI1[P/_RI)073^H1UA5XDUY$ M_M,26J49@U8,VC'HQ*`;@UX,^C$8Q&`8@U$,QC&8Q&`:@UD,YC%8Q&`9@U4, MUC'8Q&`;@UT,]C%(4R)%,C55:8/*4/922E]*^4O#!);\A\L@^0_71+T$2C@; MA/I+X/EMK6RPNBN$6ZP>=H-(DTB+2)M(ATB72(](G\B`R)#(B,B8R(3(E,B, MR)S(@LB2R(K(FLB&R);(CLB>2)HRXJRFG-:4\YIR8E/.+)ZR,F&-:Z+4P#T=7<6[M'I3B5SJ2LDPS9KE)I$6D3:1#I$ND M1Z1/9$!D2&1$9$QD0F1*9$9D3F1!9$ED161-9$-D2V1'9$\D31G5&348<5Y3 M3FS*F4U+J2TY%]8*G:O74,&9/=52=4>J[F%=AH0-(DTB+2)M(ATB72(](GTB M`R)#(B,B8R(3(E,B,R)S(@LB2R(K(FLB&R);(CLB>R)IRHBSFG):4\YKRHE- M.;-I*;4EV^%YT[*=X++MMJ@CH44=N<:L43&*K-:N MRT/-9E%(?UR+2-L13$9KF4Y1QDM7SFN79>UN44KK]8CT27M0E"EI7Y6UAT4I MU1X1&9/VI"A3TH[.R;0HI=HS(G/27A1EO':U=E,^[&512*571-8DO2G*>&F< M[DA[6Y12[1V1/6FG:5&H)'Y;/O"T7A13];3!*+=38)74^ZFD'SV8I[G)X-9" MW[L,J-19,,])G25[[M)QK!0H=P]';C&X+CI#I7(>S9`V7*E+M\J538`2:1%I M.W)Q61QZA\ITB?2(]$EG0&6&1$9$QJ0SH3)3(C,B<])94)DED161->ELJ,R6 MR([(GG32E`JE=4:TE-J2*66A+W2E>C'C93,J.L=$;V'' MB^@RU,A+R;1_4:A:BSI.,R]U>9/-^E]=17,)K3R.R03M6&U&G7>UU8W;BB[* M/1;N,QJ\JZUAU%8\^S%BX3&CR;O:FD9M7487OQD+SQDMWM76,FKK*KJ*KUAX MS6CSKK:V45O5R!L[%MXSPN*#.-NM/_UO(V)%PA53)]Y$\U6I&CJP(I8H7*60 MJ67?-CY6+DKM7<8.P4)&J%WNJ[+"$JRO%7W5K;Q@?DX[2QWWLNQ>@KZJK)$S M'*"B9H[PXQ6UYCS4TZ0[ MO;(S917%2^K;E7X/+H&-'W<&S>OX@1$Z;!OP^K;D^1%^DS&BC2`XZ>J8<^KL(C15YXS&BBR`G'2T-3'U;= MF2*O.V>T4&2?B*4/J^Y*D===,]HH=\\(KB]9(GXD1`\H MXJJ,'D">0`]@UE*6'W0T0L!%F[4+)V6'7>X-LO1B]0:W)`,Q/<*ZO,DD8W[T M!F6-G,'[BIJ,6HK\66LSZBCR6EU&/45>J\]HH,AK#1F-%'FM,:.)(J\U9313 MY+7FC!:*O-:2T4J1UUHSVBCR6EM&.T5>:\\(CG7)#1()ES(K$N[EX-*\7,"* ME/N#@S-9KTAZ5K?L3%FFL9SIEF]*SLQ1>;0?C3$;\@*>7*?=.#[J[$T?52>W MRS29S3P%3-=ND@7OT9U1RPR9C2)=*.[U=2' M57?&(G-&"U\Q>SDJNBXM?5AU5RRR9K3Q%;/S$(UYMSZLNCL6V3."Y8LSF`E' M)P+V+^*JC(NT8X$E8']F:IW<:]5H%@1=@;752-:011:8K*[@%IY*72%'I<&T M8\'XJ"EO%;F^H+^ME:/@I[49=;ABEU&/*_89#;CBD-&(*XX93;CBE-&,*\X9 M+;CBDM&**ZX9;;CBEM&.*^X9P;&4-;B46<.HJQD/THMWU;BNYCPP"Q[S7#G+ MF;*Z9#DS7W7RE_]Z)4>EP31F"*-^U\C+Y=11 MY`9.EQ=1PUT?5^&>(J_29S10E`M?1KU]Z.,J/%+DA<>,)HIRX4HT?S7U<16> M*?+"\]7$]XITB+[QG!.\7AR17 MZ\OSZ'Z(CE`44&E,=JRU9RUXF1()^S)KL!SL MZ\H%N<1UG.MJS@-GX#KNRCEKE!TK*TV!8XOI.K<"57)FCDJ#[?B:UY#/2&#I M6]>C*N%-#NVLKKX*4!1>TM3J1<.:<1-RGW6+G/RH-8^2JZ#`Q] M`3W`$2N/67GB*V9CX_.;Z)BGOH`JSUAYSLH+7]$IUZ*[VM(74.45*Z]9>>,K M.N4J7<_*\']1,S_H:%"/WE"4T*/&Q=RQP![H#8X%_D!OR,M=9/-Q MM9OHYH:+>5&@$%=7.?%RUY"%K*!K_./%W"U\E;I,CDJ#X8I=1C[7Z.0JT!EQQR&C$6F/6FG#%*:,9:\U9:\$5EXQ6K+5F MK0U7W#+:L=:>M6!FRAKLRZS!S&CX?@6&::=&>-DF/E:[HW';L\ M_L1HHW@;*RM?'GXHB@?K44=M:+G;ZWSR.[X1-(,2VMM:RJJ!K7,6W-)S%E]HL4(\7M=>!B54?*4L$%^S^$:+W;I9LMI-=%:V00'5WBD+M/>LC6]< MW')A1<5OH]M@6@]*J#H^>\FK!?*I^BKP"[Y]B?3C&SB^A?$E"OW"9TZ_W)5D M"2JX^.NX"*]KQR-V1>&(/6-V!%ROW!P9OHJ[=R,OE MDY:5V^AJV_1Q[3NM'`4#B#:CCJ\HX[V+J-VN#ZMNCT7ZC`:^HNC&`[VA#ZON MB$7&C":^HNA>10/?J0^K[HQ%YHP6OF)V'J)YHJ4/J^Z*1=:,-KYB=KS1@'?K MPZJ[8Y$](]@^7TMT-X-*)7($KM=%`97&Y=JQP!/H`\S4.[G=HF65B,Y MZ7)WD+4EJSNX-:=2=\A1.!K'IV?218)9SR:C5HZ"7]9FU.&*748]KMAG-."* M0T8CKCAF-.&*4T8SKCAGM."*2T8KKKAFM.&*6T8[KKAG!,=2(F%29@VCKF8\ M2"^&%%Q7]>'5;>GR.OV&0T4.=UX]F/HPZH[4N1UQXPFBIPN M7ZCI/,RTAM>=,UHHLL_#TH?U>%>*O.Z:T491?KQTH:;CW6D-K[MG!-L7->4. M8%VHBP)ZR+A0Y\QKXT+-K/"..VJ^4+-T8:1,NGRAEK6DH#O\TW0*>A2-M'-4 M&FD[=N4'5,V\9H!:BOQ7;^TJ\]:`RWEM8:,1HJ\UIBU M)EK*:TT9S11YK3EK+;24UUHR6BGR6FO6VF@IK[5EM%/DM?:L!2=3(G$!9]90 MYN5@7E(\0 M`_"H_S?P`.J\'I;C%]*+8FZ&L_(AGEUHY25JP4QZCO`S]0+0*73>;*Y;%'/- MG7^H1O>%'C?7Y^8&AQ6Z=MADN6M#/.S:Q?2. M\&A&U"%T8>T_#=F@2TK=^J]6F\KP@H^6:Q7,][UVSH*?W,E1\&IS-T?!2+/' M%?N,!JPU9*T15QPSFK#6E+5F7''.:,%:2]9:<<4UHPUK;5EKQQ7WC&!PE\O@ MY,/,C@5G'_9U+,@;[,M,E6ZO3ATA6P(BQEWE[R4&^WAYE+^3K&E*M[@;48=16^VU=52KBWKSI(? MC&^LKW4\&BAZL[&AEM+&^+Y"C8VUCF]LHNC-QJ9:2AOCNPHU-ME+NL0NJS>)AI5A]`]%345 M^9%U2Y$_E6U&'45>JZO(:_44>:T^HX$BKS54Y+5&BKS6F-%$D=>:*O):,T5> M:\YHHR9BX#9G&S'AYG).CX`;78-1DU&+49M1AU&748]1G-&`T M9#1B-&8T831E-&,T9[1@M&2T8K1FM&&T9;1CM&>$C=W$!I].@]RF=8,9" M;ES72#EV=^-RY:27C2EK7L854_:2C0;@BOP#?Z.$RKJR>!#HNEFF&D8S5\5K M#[+M;-R&0S7W+/&OZ%VJAM;`5$$XSO*WI/(QR)1P<0R^63=3'-X,9/]9.9+P MIX6H+"O3;5XV^V6WM=(/D:V%DA.X#HA_FIOO(1R%2)/P(= MF%ZX&912LSD*?UB(RK+RF.9EK1^FSWK%';)^D3_;Y1F+EA8;>5A>8`\SYL=' MY2.0@;P_@N*'N?%]Z8?E*/QA(2K+RH#!RSHO7F*T&WC1C2E*33BD*8O7`&1C M)/%,^9=5_)JB.P2W^;S;^?CQ\/SMT#C\^/%R]SVY3 M$:_+?OC9ZVIQH(J`6>-"=M"79$4UTLLDQ0_@0!T![*EG!"[.12N[!<9B&",F MV1V6J^$FBYC<:8T8AHE)=L(#$@X@M%V(N,2CLB@.\G&)QS#$TLB8S&.S!"1 M(1E'\,22R,B,(WAP262`QA$\K"0R3N,(GE(2&:YQ!,]\B8Q,.8)'OT0&J!S! MXUXBXU2.C!"1X2I'\+B7R*B5(WCJ2V3PRA&9@1(W9/-"L3,Q]21NL&)B6AD5 MLJ)8UG:L&%9&B%Q'[&J[5%[A.#Q%Y;.`(I@WA.NN7 MPG`X"S+#PK70;1&3F18CAKE"Z;MF#'.&TG?-&.8.I>]:,D8YN]W/IYG8OQV(M>D4V[QM?&[!F*\XW M8UB:%>>;,2S1BO/-&)9JY5IDQK`F*]&4!/LB)U1.P,2@+M'$F*9%&2KW=X(0/^LB*2.EF"YCIX_P*]SXK@?2XX MSQQ\X;4N<9X9P]M;XCPSAK>XQ'EF#&]SB?/,&%[;$N=9,;PE!^=9$;PL!^=9 M$;P4!^=9$;P;!^=9$;PB!^=9D1TB\G(1GUN\<0CG61&\>`CG61&\8`CG61&\ M9PCG61&\;@CG61&\5@CG61&\>`?G61%)H)TC29&\S\2_%._:P7E61%(G;Z]Q MG1XB\A(;1_#J-YQG/2A@$(!1?-V.X35O<9Y9#V][B_/,&-[Z%N>9,;S:+`2(GGEF;V" M%_+A/"LBJ9,7W+D.OO"`\ZP(/C9+Y!L=KB/?G,%Y=@Q?EL%Y=@Q?F,%Y=@Q? MFL%Y=@P?E,%Y9@R?\27RA1,?);[F2^2K)H[@F[U$/F[B"#[=2^0;)X[@"[Y$ MOFOB"+[32^3S)H[@L\A$O@KC"+Z.3.1+,([@&\A$/@CC"#Z%3.2[,([@B\A$ MO@7C"+Y[3.23,([@H\#$SJ`DT,Z1I$B^J&(U?`68V+F3U,GW68,WZ6+\ZP8M@*`\ZP( M=@2`\ZP(/OR'\ZP(OO^'\ZP(M@&`\ZP(OO:'\ZP(-E:`\ZP(]E>`\ZP(ME&` M\ZP(=E.`\ZP(-E6`\ZP(]DZ`\ZP(]A:`\ZR()-#.D:1(/LQFKV`S`3C/BDCJ MY#-\KH.=*.`\*X*M;>`\:P0(YV'$+QN$L!Y,AYAL%&+$L*.-.,^,86<;<9X9 MPPXVXCPKA@V#X#PK@GV#X#PK@OV!X#PK@FV"X#PK@MV"X#PK@EV!X#PK@LV7 MX#PK@CV8X#PK@KV6X#PK@BV7X#PK@IV7X#PK@AV6X#PK@A3)>-RM#,1/D-@> M3O)DC<'P&:F,Q^T8MH.3/%GUL.D1G&X=B1C&]H180K:282=AFR,XW8J(563C M(*Z#W;'@="N"3?W@!^NHL;C""C)'-&/8IA!LL1;&E[3PQGNS^QBUA9T*XP8J((66O/Z[30T2V_.,( M-K9$K[4BV-\2O=:*8.]=9-8\"]B"%W.4=JPN,=FUE(\"71,QV;W4B&'K7>F? M9@Q;\&*.THQA`V/DT:J%K8O1`ZP(=C!&#[`BV,@XD2U=^?BP>3'ZAA7!ML7H M&U8$.T##RU8$&T$GLJ4MMX/-G^%R*S)#1#:XY3IS1&2?6XY@$^A$MKOE"#;/ MAHNL"+;-AHNL"';/AHNL"#;13F2[7VX'&V?#7U8$6V;C&F!%Q$*V@\1`MG_$ M/K9[Q#RV=Z2CV_U[;S&>C4$FRNSWQ02[!9/O-) M+9E9?%%+L)D]E]_4$FQ.SQR[T:.SF9$6(M@YGNO4KQ"P;B?UFZ1N_N@;5+!& M6@T\2E@5.G@HL/@`CT46G^`!Q^(+/.)9?(.'-8OC#TO@;&21LV)H@#\;_O/N MVV%T]_SMX>GEY,?A*Y9YS[,_Q//L_L*X^X]7MP7$R6_'5_S!<*PCXR_@XD_! M'_#WQ\[ES^M]/1Y?]3]P4L^*/R[_^;\"````__\#`%!+`P04``8`"````"$` MRUZ3HIL#``#>"@``&0```'AL+W=OG+I1K^^F];8(W*B3CW0[A180"VM7\R+KS#OWS]\O'%0JD(MV1-+RC M._2=2O1I_]N'[8V+5WFA5`7@H9,[=%&JWX2AK"^T)7+!>]H!Q3F4 MO:#D:`ZU31A'T3)L">N0];`1O^*#GTZLIA6OKRWME'4B:$,4Z)<7ULN[M[;^ M%7^^S<.3^Y;5@DM^ M4@MP%UJASS&OPW4(GO;;(X,(=-H#04\[]!EO*IR@<+\U"?J7T9N<_`[DA=]^ M%^SXC744L@UUTA4X>+@G)G M^DC-&W@3_`U:IGL`0B?OYO^-'=5EAY+E(LNC!,<9"@Y4JA>FSZ*@ODK%V_\L M"0^NK)-X<)*"S`&/%_$JP]GR_[V$5I&)I"**[+>"WP)H#WBG[(EN-KP!ST,( M@XXQ*,AMK=F?-=T<`KD2K&][G&31-GR#--4#J;"D-0I&4NPRRCM#ITK[K2:& M$)2-\B#HB;R["FUU52PS]PW%,R5Q&>4,PZ-4,Y1T].+H3&9U:BO4>I((R!8> M/9C0"TM*3:UU+DK?4$T,SDNA7C/)T=8=`NEC]E._0):RLO7#:[\Z4WB=KUR] ME8NN1]21!FT](TU;76E)[*?#>QU=>G`J]S+<65A\Y$Z>C!<&C."C-E7Y,58#"0K*8DC+W^EBZ?) MHY]M4PWXC"@]39]KANV0G4Z&)/8"+0;24+6GT>#`&?8^SVJ$_;IA/4IG)-D) MZTKR2E.8LSMD\X3SR,-+%U\O'XT\Y,F^9"9/>K#.B++SUA7E15K`7J%[SL[0 M&!8OK[U=/%UYXT+O)?K\1)1=,^SEW%)QIB5M&AG4_-J9W6"_':UVO2GT>F,6 ME!&`I:,G9_H'$6?6R:"A)S@:+7(8C,+N)_9!\=[N8-TP/R^P1U*X?J(% MD$^Y_````__\#`%!+`P04``8`"````"$`>&OZBO@%```K&0`` M&0```'AL+W=O>B34B:%/E;GSV: MS>>/^A*\L:ZOVF8;QK-Y&+"F;`]5<]J&__S]].DQ#/JA:`[%I6W8-OS!^O#S M[M=?-N]M]]*?&1L"R-#TV_`\#-=U%/7EF=5%/VNOK`'/L>WJ8H"OW2GJKQTK M#N*B^A(E\_DRJHNJ"3'#NON9'.WQ6)7L:UN^UJP9,$G'+L4`Z^_/U;4?L]7E MSZ2KB^[E]?JI;.LKI'BN+M7P0R0-@[I1:L(,NTVAPHZX&,/.G;>^-S MT)_;]]^ZZO!'U3"8-NC$%7ANVQ<>^NW`37!QY%S])!3XLPL.[%B\7H:_VO?? M674Z#R#W@E]2MA>H!/\&=<7O`6B]^!#_OU>'X;P-T^5L\3!/XV01!L^L'YXJ M?FT8E*_]T-;_85`L4V&21"9)89G2G\R2QT6\6$YGB7!%HI.OQ5#L-EW['L#M M`37[:\%OMG@-F7D+RSF,LN3.+]PK8L#<@_5M%Z?IPR9Z@ZF4,FB/0:LP4$$I MC<@]$3HD@I6HY4"3QG+&97`K7<9R04OL,60E)L:7GAL&4@&:-"J(AE/=,/>" M.D8OT/"C50N#,EW+,)!:&:DU=L.MVQ#6I^8%-996#0QZ%#-/XYAZ<^)-YLI+ MJL.M970Z5N=6I_I*91"Z[S'(Z-`PD!I+4L.>)O=.3A.#C%J&@=1ZN%N+>^V^ M,CT9[$L&S3,QU_ELN7B0=HY2^2;I9]2W MH)50:(WR"O.DO#(*=ZWQ3,66B3?6DA!Y$PHQ5=\++WV+H*SB8CE461.O<\>< M4#K98Q;N23C+*.,V,BVT+XX/32.G'M+%HI(FF^Q/1MV4-<$`3[L44FJL"!E: MUH%Q,J)(O+U:J,RI5]]HM/W[T.)OW\Z3-].Y9/L&DZ2\AH76HY1RQHVD@6G= M@W(R\DCM6M-"Z]VG4N*EDB.OC%+RVE"6:3SR4D@I>1$[4_*.<.+R6J^Q>6(Z MM2"T^?O(2KS(LGK;RRAS+]UB%+S4W-M+PCVY=V644<^TD/Y2RB3[9A)NFXT. MDL>HF^+*`%?8[;+.WI51B&3KK2,G3GTWTN8Y4FZ#*Y5((CLILW\5 MDU'FL&^1*J6D1"8%MK??3*E7C+I62&9QB@E;FH]FG(9X5&7 MDDJIB^R9V+KI2"B^=:VAY\2I5TR[I]Q2U;V\LD\M4HPR534LM`X%E*,J4F9* MU9%%BL>I8:'U[B,I]2))STBJ*J.4JII_^/B1:5Q1,TJH<:S"/+EE911N60N3 M.7'J]9#F,\HK5=W[#F4Q82\N)EO'M-`Z%$RVJ!EW3W)81ADWD6FA]3@S;J,H M0Z30+>-P>(Q2HCH3QC0>42F9U%B12+2LP^$,HVZ(ZG?2YCVMZ@ MK*?Y7D:9P\;K/-U2+CGB(GDF=FPV\DGM6--"^_.3"`Z?W;[#:-)[HUZTXL9Y=+'Y3M:P,OAPE,6%GQ3'P?K_<)/[FT[#F< ME0M[I!QP@GTM3NQ[T9VJI@\N[`@IY[,'&'J'A]WX96BOXG#VN1W@[%I\/,,? M)1B.W?\```#__P,`4$L#!!0`!@`(````(0#++*=J MRPX``'9!```9````>&PO=V]R:W-H965TIB-'HQ&8]V+W>'^_W+E]OQ?_[(?UN- M1Z?S]N5^^W1XV=V._]Z=QK]__.<_/GP_'+^>'G>[\P@>7DZWX\?S^36YO#S= M/>Z>MZ>+P^ON!9*'P_%Y>\8_CU\N3Z_'W?:^-WI^NIQ-)M>7S]O]R]AZ2(X_ MX^/P\+"_VVT.=]^>=R]GZ^2X>]J>T?_3X_[U1-Z>[W[&W?/V^/7;ZV]WA^=7 MN/B\?]J?_^Z=CD?/=TGUY>5PW'Y^PKC_FBZV=^2[_X=P_[R_.QY.AX?S!=Q= MVH[*,=]G<[XWMN/1W;?3^?#\/ZLT=:ZLD[ES@K_DA'W\P&[A[/#7V5U?S%97TZMK MT_@/#"'M>XV_SG!VL9Q.;N;+']M=.SO\=7;3GVQQZ2SQ]Y>&B`G5]Q1_G=W5 MSPWQQAGB[R\-<8I&?5/1O]VC+@B MKT^@?WZFGWBSJXMAWLNI9RPP31%K?^ZMHK!9+?,*\+5N0JWU MH#7DEB"9(+D@A2"E()4@M2"-(*T@G4^"4&*L?B@IRPSNXT5C3"V9V?>O*3MK M03:"9(+D@A2"E()4@M2"-(*T@G0^">*`%[,6!X/#.#CB32U!-H)D@N2"%(*4 M@E2"U((T@K2"=#X)XH!EAA\']TZ[,,N;\^/^[FMZZ!=EE"=&/8R/)9A#E#EK M2^98B/"LFBPGX:S:#%IDEPF2"U((4@I2"5(+T@C2"M+Y)(B9V;O(=<";,3/J M8 MFT''>8W6*^T@)Z^=3X)(8FWD1Y*RS.`P8I;,@[749#D-H[2V6@LL0X;,F]U$ MY7SCE/"R&916L^B%FBF>YE?10'.GM."`*V:B`Z72@>4R>C55BB?1@5ITH%', M1`=:I0/SZ548R\XI]?,Z>&9FN:\]M)Z'3\TA/#9*A;5#BWY7Z9:SQN'M>#$; MM#*IE1/RHDV(?96$V%=%B+5J0NRK(<1:+2'VU1'J#<.HF+6O5Q0HE MT)I0?V+BTM-I,#^F#](S>'6NGAEG+:@N9GM99,+==DR@P@W]1VG+J!4_1 M0FMQN8PF1,E:-*+*H>D/6ZQEBPW[XJXNKJ(=?,M:U&+W7HOALS&+=>W9V$5\ M\&PLFIO5V7"FL(B65NNIU5H$E>,F>EEN6(NZG3DT>Z=RN'YY"PWVQ?T2[[22 MM:C%ZJ=:K)T6Z@`9-NR+6YS'8VQ9BPR[]UH,'XW9/VB/QNXK@D=C4;Q$B19R M:YR-NI==?QXD'LH@I@YG9,$S(9>H(#2SYTQ1CI8L)K\5(?9;2]00LGYG415H M64Q^.T+*.]+L0K1HNMV)7X0L"E8.%GFE9#,5*"/$H\HE*@AQBZ5$%2'V54O4 M$&)?K40=(24J9I^A1<7N/X(.40E<#UU:LL^%Z)4V+"4'EGFD/?RRB4J MV-"D;M1HR5)R6TD?M40-&WHS.5YUM*Q%[KO`5SAMS89#"ZG=B`0AM2A8`SC$ M+_S-5*#,H2!F5LM#A30L):JDKUJB1AJV$G6!81@5LZ37HF*7^D%4+(J+6;1+ M6ILWJEVY]\4LW$%L6$J/+"/$,RJ7J"!D:\Y5]'HK64Q^*T+LMY:H(>1J9-C= MEJ7DMB,D)ZUY16JQ['FX"7+(+V4.^:5,HHP0#RJ7J"#$Y:>4J"+$OFJ)&D+L MJY6H(Z1$Y8U-$$X139[X&>907,JB8K4F-52T8<$C]JH;UJ)'ESGDS<5;-W(P,>6KE$A6$_.V2<%^R%CVNBA"[KR5J M"/GN%]?1XK-E+7+?$7IKR1]&W:S\M:B['8$?=8N"JF>1%[O-3*",$(\WEZ@@ MQ"V6$E6$V%ZQ;_5R,SD#6F'7] M>_6=JC=HT=/,G*$W:W.)"G;?5[VH]9+%Y+>23FJ)&C;DT8D<;UF+W'>!KS"V M9H6OQ=:N_(/8NLV`7_T<\JN?0-G,(G2".I1+5#CD5=)2HDH:UA(UTK"5J`L, MPZB8!;X6%;OP#Z)B4;226T5KJO7,JKU7_08MBE1&ACS%BM\M0?T=6DQ9UH"/DM*KDH!M218>\KC+I9WFM1M\O^(.H6!=7/HJ#Z M"93-'.*1Y!(5A+ABE1)5A/B4LB;$[AM"[*N5J".D1,7L`;2HV+U!$!6W7W8:U*%DRAX*);'UYJ&!#=C^=K$0R#KT@_Y6S?/,< MVB6C:++1FA0C:EF+6NP05Q@ERASR@I=+5$C# M4J+*(?RAP=4.>>X;:=A*U`6&853>V(#,Y0;$H;@P1@=<:Z?V3F%D+1I=1HBG M6BY10<@O4^(4O60M*;(6M=@1>JO%\$'`O9J>AD?I M:9%?*\VW!WNN0*UO),H(\>!RB0I"7-]*B2I"?GJZ3K#[AK385RM11TBN%.=O M[%IZ'D7%;32"6KF(BM3:&6)18E9R4>YN6$IAS!SRYEPN4<&&7"+E<3YKD?O* M(3-!N73'GQYKV6+#OCQ#<0C(6M1B%_@*4]#L+;P7TWM76^9V+^*_L!P**J?; ML:R&.K8A+489(?[PG3OD1;X@+38L):H<6G&MKJ6O1AJV$G6$^GZ%T3*;"2]: M]/W:?&J*)ZQ%*S\UXV>\)KLE9M&0"N(JPF900U@'M65\62@;U'QO\J.A4UOP ME"U42]&/X2:$#?6#%[\;HK&VD'--A8=#W7D6%Z]F)N=BO>0 MWDUIHQ_5%8OP\&@*K7NOT%KQ2#8#XP%G`V.]W+$@XJY1SUTYF+*[RK$KOEE7 M2V_-8,F-M@-C;UW@+]E<.]L[W\^[X9;?>/3V=1G>' M;R](SBDN%GW\,'#[^PH\\\1T$M:1!(\Y,5V5$CQA_"A#D^#7&I_ZETOD*\6O M./H>QGR6X#ZQ;"&=HP&%?UHDG]2&TT6".Z/2$>HK/&F2%(-(55^8^XE)*ND- MTSTQJ24EF.&)23`IR2$Q:28EF-M)H4HPG1.3<](&$SDQF2Q1BI)L'[ M%R/5)'@-8Z2:I)[=P*9?T40IB,T-;#0)=B^(CB9)$;=4C1O6VXB.%E$LJ!$= M38)U-:*C2;"\1G0T"=;/B(XFJ2&I54F*\:3J>+!E1:^UD6)/BEYKDAP2LYV2 M^88=*GJM2;`#1:\U"8[04`FT[$UGRR3%]EVV@T.?9*-*<*J3F*,(:8/#G<2< M2$@)SG@23X+`5T=$D.'-%=#0)SE81'4V"(U9$1Y/@ MI!4CU23X&@4;+:_Q40HVF@0?GQ`=38)O)XB.%C=\+D%T-`F^AR`ZF@2?11`= M38*O(XB.)L'G#T1'D^`K"$:J25*,)U7'@\^)Z+4V4GPO1*\U"3X;HM>:!%\/ MT6M-@L^$Z+4FP:4%O,FU[$VGJ"[XM"HS'I_9T6M-@N_IZ+4FP6=U]%J3X.LZ M>JU)\!4=O=8D^)B.6&L2?%-'5FD2?#Q'5FD2W"E*S!49.5+<'4)T-$F*N*5J MW'#;)3'W,Z0W7&M)S#4-*<'MEB17);CDDI@;&M(&MUD2!D2':S,*%5(Q46_3B MXBAZK4EPP1/M:)(4[9C[P3)NN)>-=C0)+EXCHIHDA\3<$);><.<:?=,DN%2- MB&J2$A,8%]&ELPKS5Q74F+ZJH+E)S,UWZ:K%M%8%'6:U*DA1OE3!^B8QM_YE M&QN4-560H:JI@AQ%3144-TFA"E(4E'Z7&&58BG*BSDN4Y_Z@)=)?KY),TR]6 M"7XS(\?6K!+\Z@7\E_-72TOYNW_SC; M[>CH\^&,G\&;G>GH$?__!CO\!&]B?O+X<#B'_,>'C_P$``/__`P!0 M2P,$%``&``@````A`/85\8F;`@``-@8``!D```!X;"]W;W)K&ULC%1=;]L@%'V?M/^`>*\_XS2)XE2-JVZ5-FF:]O%,,+91C;&` M-.V_WP42QTXJK2^)N?=PSCWW`NN[5]&B%Z8TEUV.XR#"B'54EKRK<_S[U^/- M`B-M2%>25G8LQV],X[O-YT_K@U3/NF',(&#H=(X;8_I5&&K:,$%T('O60::2 M2A`#2U6'NE>,E&Z3:,,DBN:A(+S#GF&E/L(AJXI3]B#I7K#.>!+%6F*@?MWP M7I_8!/T(G2#J>=_?4"EZH-CQEILW1XJ1H*NGNI.*[%KP_1K/"#UQN\45O>!4 M22TK$P!=Z`N]]KP,ER$P;=8E!P>V[4BQ*L?W\:J8XW"S=OWYP]E!C[Z1;N3A MB^+E-]XQ:#:,R0Y@)^6SA3Z5-@2;PZO=CVX`/Q0J647VK?DI#U\9KQL#T\[L M%BI;4()?)+@]`N"YMU&`AKB+YLXC3-UN$+=(4>05L/6F(T@-(IHG@'<8:$4,E0#I@N8+;T8!28*8'*DX`RGT6#89F$Z(R]Q&L=3.UL/FIVU1H&) MUFRB=7)CHSF&^H9^05/G%QH>M'`]OZJ@F&23:-@[48>C-7)Z4K?1J7H:G0G< MV+<>,W/BR7E2+EF,D\OWE>?O*MOHI?)E:SWF:#N=#?1>>I)-+L7]/?6G6S!5 MLX*UK494[COH=`)NAJA_'K;Q:IO8*5[$"W@V7#P<$G";>U*S[T35O-.H9150 M1L$M-$/YB^\71O;NH.ZD@7OL/AMXGQF.8AAQ81CUEQ"-&? MWT\WM\B1BA0QR7A!0_1.);K;??ZT/7'Q(E-*E0,,A0Q1JE2Y<5T9I30GTLT)*Y!EV(B/CN5-Q/,2*/8L8^K=D"(GCS;/AX(+LL^@[C<\)U'- M;1YZ]#F+!)<\43.@<^U&^S6OW;4+3+MMS*`"+;LC:!*B>[QY\`/D[K9&H+^, MGF3KOR-3?OHJ6/R=%134AG/2)[#G_$5#GV.]!"^[O;>?S`G\%$Y,$W+,U"]^ M^D;9(55PW`O]2L0SR`2_3LYT#T#IY"U$/F1@L4I#%"QGBY478'^!G#V5ZHGI M=Y$3':7B^3\+PB:[Y3)[>"2*[+:"GQPX6$#+DN@VP1L@ULD#*,$R--L!52*- MOM?P$*V1`S@)JZ\[[*^76_<5"HPJT(,%P6\#\AN$"WF;Y)"PE;S.H5=U#JV` M3OI@%]I\P3!?,,BG5XUJS79@SZN&P>:PH+G1JKW%^05EK4^]51T%P5J5`O5M MA]J"^M1P:*WJN]0ZVMOUND-M09"@*%9&@L4?2Z6@G7>"=6]N* M9$']2C"X:H3;A"=EJE`#[-ISUX7"UI)@I*91H%&[2E6HME3KU1ETT4[XTKO= M[C7AGE9GVUJM*M1`.9=.[K%;MT[X#EO4`+MVY(A8.MS9^X!8%O4QL<:M#K=] M+V'@S3ONJU`#Y8Q;&UO;3HEUS=QXW-TF/"U6[>]6_P7>HJGPLK7&38\'7!]X MO6]0;7O]Z6U?Z'C+OA$K5$>M[K5EQR\[^N14'.@7 MFF72B?BQ@"L1PRC3K#9CW[UOQH$F`,-820[T!Q$'5D@GHPF\ZLU68%]AYS;[ MH'AI!JL]5S"&F;\IS-<49AEO!N"$&ULC%;);MLP$+T7Z#\(O,^P'"0-T@9H@:+H.;X9N%VEX_%[GWQ)46LHP(G4R)Q\M8)J(\1.3/[_NK%?&T867" MM!?HK^$FW_GLZDZ>O M2B3?1RD<+?4BL"3;[@]WW=09^*B_A*3OFYI<\?>/BD!E(]]QN MB64.GN#7*X2M`3@Z>ZZ?)Y&8+"+A8C)?3D,:S(FWY]K<"[N7>/%1&UG\0Q!M MJ)`D:$C@V9#08!*LYG2^N,SB8T3U2>Z88;NMDBHN& M-A\X?8,R'*6T5M"V%1$PS%Q0Z`9!LSJS[2AG'4K/)C.<.D7L:D0@1'=8H)[W MJ!$TJP6;3]UB1PQ(^(@8UCJ@7S@&C!Q!P\@7HY36>E$,!`TIEQW*OAAV=1#M MLA!@ M[1C0`8*&"E$8%R.J,0J>VW=UQA M._9<]>6O22+2Z$_#V>(UF$X&Z'C'UN9^#EH18PX:U(AOYVYB/G>KG9[M4=&5I=N[`U?8GY>2@"A,0KA+ M_IV"%SQ>BP57!_Z%Y[GV8GDL8=I3F"W.ZCXL;H+Z`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`.8J'Y^4*E60U!B[1F'LJR4,JJ`F..R( M!3+A$1/X,2)B@1:1$9/S!M((I>6&-`-/:6EJ8CIB\$TR$\GE<:A=EL4:4*:V*38>L%WBR` M9BN4*PX'R1A%R1:JW%9`-`N3RI9H<@IK8V=.:1ML8!FR MRRUJ+P]9XBM"EOC*D<6;AZF;09#2F(J!82X,MZ!P1K9%V9*A#I:0SQ?3O#M5 MU)^]2[[G+V[X2\?3-C$MGG3H#(R30D4NG)'MT#I#,9>`WJS1D<(!3;P%H(FW M]#3IDI;,*2$\>,PJ:B@];(%V1.&,;&+Y:H-&#]*,)&8_XCO>XGUOZ6F2F);8 M*3$_?E9Y04+IAK1JU&=S5\M1R"4+Z11WD@.:86\!:.(M/4TRTEH[941:9:48 M98:.XH(%@FWO!@3A!!$$D2$"-$9=Y<,H?=VMQJK"^3N,DGY\AAGG76+VG8LN MT&:WMS$BB)<,$1B=5LFIACXZ*YYA[6ALHU(OYV-52I\P0(DOO-SP")7`4CL*CV+=W^J58A.KH%A)BS= MHMM&X:RFJI8$X001!)$A`NL,U6K<]:G5GUM30%3*^4WQ';$`=TCKT%H(FW]#09AKBPI538R..0L['YL!Q- M9PGI!;HJ<4AC;P%I["T]3?)Y7]I2*FWTB<@9V<3(9:.$]`H]8W!(X\-`0!I[ M2T^3Q+1817:MU;!0;^AC43H*G180,CLEH,GL<$`3;P%HXBT]31+2JA9)R(H= M3`@-3Y&&BA@9/4#CX>'O>PM(8V_I:9R0>NX.$\*W*D.C\Y4\$CDCMZ_D=7.X+'!^4WQ M?C'XW!/JE91K]5S_477/S:6?G>JC6G)QMU9MZ.S;*_:7H;V:]R2>VD&]C&)^ M?%%O&=7J#8'%G3(^MNTP_J)/,O_>TN/_````__\#`%!+`P04``8`"````"$` MEW0[O,$(```_*0``&0```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`-?>5+O"L8(UOL;!J2Q$YY[H MY`6V4:&7)Q=(2&\`G-Z$YQ-'\_2&7H_&T=OI>HCFSXN:;51H9B)*("'-`;": MIX^%#EB(:1PKIDH2O79*,T]#A\A&A5[N#$#*H8%IRJH0"[ZD.*`10(09MT/" M0I-:5`C:TP\M@802R`'%`8T`HB(QXQ+)X#WHPE==QK.0(($H@6B,4$W6VZ>: MA=0D8/F+7N,YOE9\&%4LS/I?L3!K11W#]ML$GCF)]?1)L$@B6#X6;ISG,RNJ MV^1AC9,(ZR9$"8[&"-5D?7Q!$]B\^3L:]\SX2-`P<,>Q$H@2B,8(U60->T$3 M^#G+$RM2F2#7]YH"XCR/54T)OL8(U6<]>T$?6#K3Q]W-?'6T1WBJ6A41IV_R M*3"X&`T6HC%"]5F#7M`'_LWTL8%;)L'EP^=5`E$"T1BAFJP)+V@"C[[69\') M)TT<40E'-$:H)NNY"YK`DEF>1)\AX_9]%A!71\9728B&:]`8H?JL&R_H`[-F M^D2?(4OW^@+B]+&ZJR1$)WT((?I2.A2"`3N8#Z>4G;?2LU#_"T0)1&.$:J'# M@'MK"D/A2G]Y%M8$ZR9$"8[&"-5D2K-0O]2&>9[X5['2LR8%541L_=B7$!6# ML7P8H?*L:_^XO5(P==I>Z?05U353Z5E8'JR#V MZ5E87I@"(4%*<#1&J*9EY[?WU*:BU[I,.+]?-ZE4`M$8H9J6W3Z==7ON$IXU M*:@B8KN,WP*H&`U9U!BA^JPA+[09^/6U-N.N7J4!_KTJYFU<"40+1&*%:K-5.6H2+@1-?ZR_DU^#X*4>40#1&B"9S M&[2DR86%B_$\>1;J+X&HB-B*9BES-AW#O(`9M?Y00`E.".,&7_EUDU0E M$(T1FBSKZ3\N8&;#5PW"LR8%E4"40#1&J"9KR`N:P*]9HW.#R("%-?EU.W#Z MW8;=J2BQ1&.$2J1>'TLXZ_&L,,_"Z>*NKP1' M8X1JHAX?\S/C[87H<"!A*1Q164#LT=NS'72,BI-G/95U5EY,CQ[!7;JA]2R<,V[T2G`T1JBF95O/P)YIGA)V MXU!Z%M8D;#UR;!W9.=$QR,N8SS@\*J,+,R/-4G;:2\]"\@2B!*(Q0E*64U/G M973AJT;J65@3MWLE.!HC5)-U;];N9BJ%TYC;,,^3**-G84VP;D*4X.B(N&\[ M4VM0?=:1%_1YPR:MS[_9E3FP)C650)1`-$:H)NKLHH[@W5>.8RX<7B!*(!HC M5-.RPYO6GZDC.TVE9^$\!8=WWU_H8SL5Z3-!38+)=$=.55N/7J@N6#@U$?Y? M(64>C-YX`)BM0)1`-$:HIID!@$\$6/NUZHH!D'-$"41CA&I:'@`Y&#G-4R*J MR^V^\NMF'^\K$F3WH)H$D1]0UD&!&"HS%"-!4SK!G(4T"40+1&*&:EN="`?Y^I;J>A36)N1`Y]L"RIQ[Z!T&JU-HZ.Z_F MH(=I4=@PGQ89^Z#2L[!26#/^5\UH`:U)0"40)1&.$ M:J(3(N8'/)]5DIVMLA"302`J(LYZV9G1,/BU^G&GKPJ.J(C8 M^O'GR#I&1?WH'(BZ9OS?O$E%QW59"/\7B!*(Q@C-T;*[%^#2U^K&O;SRZW#= M.$=C#M&T7W9W%^;^E/+'`IXU*:C".O]8X&9CDHO_9/H3.R1*;*(Q0D53^P]% MW<_9/G\OI_0L+#;8OC/Y/;LZ)19HC%!AUI8G9XW"P*WI*>"OKY3FM34["[`P M0.!M&/[VB1)\^^);W`%TP7ML\-[6J>E?FZHY'H?5H7L_FSO?Q,RAB,+[5@=FQ>SU#SH,:;6PPMP\,O87=Q;4T_=:-YG MIG.4^,"-Y$UKH$)[\&C!SL]*8:EH'3RXUH(+"GP22<93 M82M4AV`IQE[4H+G/8L/$<-,ZS4,\NBVV7+SS+>`BSZ^PAL`E#QP?@*F=B&A` M2C$A[8=K>H`4&!K08(+')"/XNQO`:?_GA3XY:6H5]C;.-.B>LJ4XAE-[Y]54 M[+HNZV:]1O0G^&5U_]B/FBISV)4`Q`[[:;@/J[C*C0)YLV>[-]K9>(%3FY3/,B)?-U0>CLFE[DKR4>6\-]-@'U M(/!OX@A@O??//V=?````__\#`%!+`P04``8`"````"$`'(0:_I4```"I```` M$````'AL+V-A;&-#:&%I;BYX;6P\CD$*`C$0!.^"?PAS=V?UL(@D65#P!?J` MD!U-()DLF2#Z>^/%2T/14-UZ?N>D7E0E%C:P'T90Q+XLD9\&[K?K[@A*FN/% MI<)DX$,"L]UNM'?)7X*+K+J!Q4!H;3TAB@^4G0QE)>[-H]3L6L?Z1%DKN44" M4X"L-JK:N`\@8K]`ZCT2[0:_R/V"P``__\#`%!+`P04``8`"``` M`"$`-WI_H.L&```,(0``$``(`61O8U!R;W!S+V%P<"YX;6P@H@0!**```0`` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````"<6DUSVS@,O>_,_H>,[ZV3 M?FVWH[CCV$Z;F:3)VDY[Y#`2;7-"D2I)N5%__8*4Y%@)R%2^M+:L1P`$\`B`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`,1O, M9)P>8@B4)6*`.%G@EL?9`L$T9,`LH;,4"<&7"5]D]Z,H7#E@O\6(@G]UO4 MIW',.Q03)X1#2`37K9'3K4*`L?8I*B9^D.&7$,3AEQ#$XG<4Q[P^PY\,!F+KW;R8%N\(TKMO'`^3\ MBV+B50ONGS@&]T\<@_LGCL']$\?@_HEC?XN170YCD2M=M_HY>610R9ULEMJZCF0![07M[3E/7 MM%9H/'HI>\?,BT9X`,RFK(8.$J8`T)O!B.%,X<,3_W8M0R@XYEV?!4,:NF9D M3G&>?(0L:N/]N`.:7-^"AXVH%:,%M]`$^D*>7-\)OJ8HI*GTSTMP`TQ(N.1Y MF9-K&-,Z+7M`)HW$&.1K1:W;*]?H5^0+M-_0LE=%##)1NE"@"X-YGQL$DT5! MX=\89.Y[Y0X&:?@1&9#R@_'UQN*)%8?@544`,X/=3ON)YF]E7OHQ):FC#406FFV`SP+M86A4X8`,)W$/(<^G MIC`V3`-7)"$I]5*H[X.0\1QF\OT@_G:A%V2^N(5I9B](/9W`(RQHC)\_]Q)S M*QG,B5%(<$+M#ZC>D,"Q'Y;B0JZG%!?>/2%N,HY"XB,T/(WC&#R-XQ@\C>,8 MO"]`QGM[M(EN`0(9P_5(QD49F@_A8T%7P\.-"MQ6[]J[QQN(I_<*I/,`A<1G MB;AOXM<,G43KW#H_N6>^Y/+>W!9+-852L+U)[SY,_&U+!C?,[>^/#Y*O<(FN MA5NDKKNR]IWG/[A[_^_U'S>,3MZ]/GY[#%?Z>\^283,G@IYE]#\```#__P,` M4$L!`BT`%``&``@````A`#>:*4%S`P``OE@``!,````````````````````` M`%M#;VYT96YT7U1Y<&5S72YX;6Q02P$"+0`4``8`"````"$`M54P(_4```!, M`@``"P````````````````"L!0``7W)E;',O+G)E;'-02P$"+0`4``8`"``` M`"$`DXZ:'/<$``#/6@``&@````````````````#2"```>&PO7W)E;',O=V]R M:V)O;VLN>&UL+G)E;'-02P$"+0`4``8`"````"$`4LC^'X8*``"6+0``#P`` M```````````````)#P``>&PO=V]R:V)O;VLN>&UL4$L!`BT`%``&``@````A M``*,;W?-`@``=@<``!@`````````````````O!D``'AL+W=O4U@(``)P'```:`````````````````!TO``!X;"]W;W)K M>;Y:C@(``"8&```:``````````````````-* M``!X;"]W;W)K0(``*@%```:`````````````````/U8 M``!X;"]W;W)K&UL4$L!`BT`%``&``@````A`#-$#'#>!@``#1\` M`!D`````````````````>&@``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A``+<%+$@``>&PO=V]R:W-H965T M*0HY7H"``"G!0``&0````````````````!^@P``>&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`'T]A8R<`@``7P8``!D`````````````````\(@` M`'AL+W=O&PO=V]R:W-H965TD```>&PO=V]R:W-H965T&PO=V]R:W-H M965T&UL4$L! M`BT`%``&``@````A`$[P@U_W`@``QP<``!D`````````````````AJ(``'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`%MB'@.X`@``T@8``!H`````````````````0;```'AL+W=O&UL4$L!`BT`%``&``@````A`-^73-E\`P``?@H``!H````` M````````````,;,``'AL+W=O&UL4$L!`BT` M%``&``@````A`'F:I&,,!```\0P``!H`````````````````Y;8``'AL+W=O M&UL4$L!`BT`%``&``@````A`$]D4^0&UL4$L!`BT`%``&``@````A`#+N-KW*!0``BQ<``!H````````````````` M?<$``'AL+W=O&UL4$L!`BT`%``&``@````A M`%]G&SLU!0``OA0``!H`````````````````?\<``'AL+W=O&UL4$L!`BT`%``&``@````A`*3-=PD`!```70T``!H````` M````````````[,P``'AL+W=O&UL4$L!`BT` M%``&``@````A`$P`DNLS$```?UH``!H`````````````````)-$``'AL+W=O M&UL4$L!`BT`%``&``@````A`(QTL=G%`P`` MFPL``!H`````````````````C^$``'AL+W=O&UL4$L!`BT`%``&``@````A`$SJT-@I!0``2A4``!H````````````````` MC.4``'AL+W=O&UL4$L!`BT`%``&``@````A M`"@5R>_@`@``R`<``!H`````````````````[>H``'AL+W=O&UL4$L!`BT`%``&``@````A`/KUL&DO!```*0X``!H````` M````````````!>X``'AL+W=O&UL4$L!`BT` M%``&``@````A`*]6LVH]`@``^@0``!H`````````````````;/(``'AL+W=O M&UL4$L!`BT`%``&``@````A``U[IPKO!0`` M[!8``!@`````````````````X?0``'AL+W=O&PO&PO&UL4$L!`BT`%``& M``@````A```*HV21!```SA```!H`````````````````MU$"`'AL+W=O&UL M4$L!`BT`%``&``@````A`.9,=B$.!```P0X``!H``````````````````%\" M`'AL+W=O&UL4$L!`BT`%``&``@````A`%HZ M;`B=`@``G@8``!H`````````````````1F,"`'AL+W=O&UL4$L!`BT`%``&``@````A`%BR0\R?`@``W`8``!H````````` M````````&V8"`'AL+W=O&UL4$L!`BT`%``& M``@````A`+0+")2U!```5A```!H`````````````````\F@"`'AL+W=O&UL M4$L!`BT`%``&``@````A`(?QM3?)!```)!(``!H`````````````````C'$" M`'AL+W=O&UL4$L!`BT`%``&``@````A`&1( M*6H+!```70T``!H`````````````````C78"`'AL+W=O&UL4$L!`BT`%``&``@````A`',C]J`\!0``2!<``!H````````` M````````T'H"`'AL+W=O&UL4$L!`BT`%``& M``@````A`&[1&UL M4$L!`BT`%``&``@````A`)TTV!/I!```31,``!H`````````````````8(@" M`'AL+W=O&UL4$L!`BT`%``&``@````A`,MG M7>Q7!```H@\``!H`````````````````@8T"`'AL+W=O&UL4$L!`BT`%``&``@````A`(;3UXXE`P``7@D``!H````````` M````````$)("`'AL+W=O&UL4$L!`BT`%``& M``@````A`+@I[5OB!```MA0``!H`````````````````;94"`'AL+W=O&UL M4$L!`BT`%``&``@````A`,O=0``.!@``AA@``!H`````````````````KY\" M`'AL+W=O&UL4$L!`BT`%``&``@````A`&^$ M([2D!0``)A<``!H`````````````````]:4"`'AL+W=O&UL4$L!`BT`%``&``@````A`&:17RU@!0``(!0``!H````````` M````````T:L"`'AL+W=O&UL4$L!`BT`%``& M``@````A`#4'UM!F`P``V@D``!H`````````````````:;$"`'AL+W=O&UL M4$L!`BT`%``&``@````A`(Z)_W+[`P``R0P``!D`````````````````H;D" M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A`)3MI^-``@``Q00``!D`````````````````(L0"`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`*U%V\5I$```A4T``!D````````` M````````WTX#`'AL+W=OQJVK0T;``!V@0``&0````````````````!_7P,`>&PO=V]R:W-H M965T&UL4$L! M`BT`%``&``@````A`)H!5%>W#@``S$0``!D`````````````````<8T#`'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`$!YQZ;&!P``=AX``!D`````````````````2NX#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/YR'=Z[%P``UVP` M`!D`````````````````$1X$`'AL+W=O&PO=V]R:W-H965T_W MYQ$``&!6```9`````````````````%0Y!`!X;"]W;W)K&UL4$L!`BT`%``&``@````A``$]!?:L*```IL4``!D````````````` M````&PO=V]R:W-H965T MVPL``&(W```9```` M`````````````&1]!`!X;"]W;W)K&UL4$L!`BT` M%``&``@````A`)V)5[]T`@``L04``!D`````````````````=HD$`'AL+W=O M&PO=V]R:W-H965T&UL M4$L!`BT`%``&``@````A`)D9OR*-`@``7P8``!@`````````````````]9($ M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`!5;\G\V!@``O!@``!@`````````````````ZZ($`'AL+W=OI!`!X;"]W;W)K&UL4$L!`BT`%``& M``@````A`"U78>4^#```[#4``!D`````````````````[,,$`'AL+W=O&UL4$L!`BT`%``&``@````A`.`!&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/CL>9F:&```OW0``!D````` M````````````+%H%`'AL+W=O&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`(]%%*$9!```2`T``!D`````````````````,[(% M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A`*%0"9#=!0``OQ<``!D`````````````````G.8%`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`.@7\T/Q`@`` MJ0<``!D`````````````````_/8%`'AL+W=O&PO=V]R:W-H965T@,``/4*```9`````````````````*H&!@!X;"]W;W)K&UL4$L!`BT`%``&``@````A`-=)#Z3F`@``R@<``!D````````` M````````6PH&`'AL+W=O&PO=V]R:W-H M965T&UL4$L! M`BT`%``&``@````A`'3?7O`&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`,J_'"2<#P``IT\``!D`````````````````WC$&`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#[#N9/3`@``PP<` M`!D`````````````````>DL&`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`$8$S4^P`@``X`8``!D````````````` M````9'(&`'AL+W=O&UL4$L!`BT` M%``&``@````A`+8))T&L+P``_N@``!D`````````````````/ZH&`'AL+W=O M&PO=V]R:W-H965T9,EF0X``&I````9`````````````````,+I M!@!X;"]W;W)K&UL4$L!`BT`%``&``@````A`.?Y M:@A0)0``*+```!D`````````````````DO@&`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`&V%$CPM`P``WP@``!D` M````````````````W$('`'AL+W=O&PO M=V]R:W-H965T&UL4$L!`BT`%``&``@````A`,M>DZ*;`P``W@H``!D````````````````` M>'('`'AL+W=O&OZBO@%```K&0``&0````````````````!*=@<`>&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`/85\8F;`@``-@8``!D`````````````````>XL'`'AL+W=O&PO=V]R:W-H965TI!P!X;"]C86QC0VAA:6XN>&UL4$L!`BT`%``&``@````A`#=Z?Z#K!@`` M#"$``!``````````````````VJD'`&1O8U!R;W!S+V%P<"YX;6Q02P4&```` /`*<`IP`T+@``^[$'```` ` end XML 36 R70.htm IDEA: XBRL DOCUMENT v2.4.1.9
Property and Equipment (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]          
Depreciation     $ 324us-gaap_Depreciation $ 320us-gaap_Depreciation $ 327us-gaap_Depreciation
Capital Leases, Balance Sheet, Assets by Major Class, Net 14us-gaap_CapitalLeasesBalanceSheetAssetsByMajorClassNet 223us-gaap_CapitalLeasesBalanceSheetAssetsByMajorClassNet 14us-gaap_CapitalLeasesBalanceSheetAssetsByMajorClassNet 223us-gaap_CapitalLeasesBalanceSheetAssetsByMajorClassNet  
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation 7us-gaap_CapitalLeasesLesseeBalanceSheetAssetsByMajorClassAccumulatedDeprecation 80us-gaap_CapitalLeasesLesseeBalanceSheetAssetsByMajorClassAccumulatedDeprecation 7us-gaap_CapitalLeasesLesseeBalanceSheetAssetsByMajorClassAccumulatedDeprecation 80us-gaap_CapitalLeasesLesseeBalanceSheetAssetsByMajorClassAccumulatedDeprecation  
Repayments of Long-term Capital Lease Obligations     191us-gaap_RepaymentsOfLongTermCapitalLeaseObligations 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations
Interest Costs, Capitalized During Period     7us-gaap_InterestCostsCapitalized 8us-gaap_InterestCostsCapitalized 4us-gaap_InterestCostsCapitalized
Asset impairments 10us-gaap_AssetImpairmentCharges 14us-gaap_AssetImpairmentCharges 17us-gaap_AssetImpairmentCharges 22us-gaap_AssetImpairmentCharges 0us-gaap_AssetImpairmentCharges
Hyatt Regency Grand Cypress [Member]          
Property, Plant and Equipment [Line Items]          
Repayments of Long-term Capital Lease Obligations     191us-gaap_RepaymentsOfLongTermCapitalLeaseObligations
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyGrandCypressMember
   
Park Hyatt New York [Member]          
Property, Plant and Equipment [Line Items]          
Property and Equipment 386us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
  386us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Hyatt Regency Lost Pines [Member]          
Property, Plant and Equipment [Line Items]          
Property and Equipment 207us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  207us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Four Full Service, 52 Select Service, and HRG [Member]          
Property, Plant and Equipment [Line Items]          
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current 883us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_FourFullService52SelectServiceandHRGMember
  883us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_FourFullService52SelectServiceandHRGMember
   
Hyatt Regency Indianapolis [Member]          
Property, Plant and Equipment [Line Items]          
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current 47us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
  47us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
   
Full Service [Member]          
Property, Plant and Equipment [Line Items]          
Number of hotels sold     4h_Numberofhotelssold
/ h_HotelTypeAxis
= h_FullServiceMember
   
Select Service [Member]          
Property, Plant and Equipment [Line Items]          
Number of hotels sold     52h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
   
Assets Held-for-sale [Member] | Hyatt Regency Indianapolis [Member]          
Property, Plant and Equipment [Line Items]          
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current 47us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_BalanceSheetLocationAxis
= us-gaap_AssetsHeldForSaleMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
  47us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_BalanceSheetLocationAxis
= us-gaap_AssetsHeldForSaleMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
   
Property, Plant and Equipment [Member]          
Property, Plant and Equipment [Line Items]          
Asset impairments     $ 13us-gaap_AssetImpairmentCharges
/ us-gaap_BalanceSheetLocationAxis
= us-gaap_PropertyPlantAndEquipmentMember
$ 11us-gaap_AssetImpairmentCharges
/ us-gaap_BalanceSheetLocationAxis
= us-gaap_PropertyPlantAndEquipmentMember
 

XML 37 R124.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Provision (Benefit) for Income Taxes from Continuing Operations) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Current Federal $ 164us-gaap_CurrentFederalTaxExpenseBenefit $ 85us-gaap_CurrentFederalTaxExpenseBenefit $ (76)us-gaap_CurrentFederalTaxExpenseBenefit
Current State 7us-gaap_CurrentStateAndLocalTaxExpenseBenefit 14us-gaap_CurrentStateAndLocalTaxExpenseBenefit (17)us-gaap_CurrentStateAndLocalTaxExpenseBenefit
Current Foreign 36us-gaap_CurrentForeignTaxExpenseBenefit 24us-gaap_CurrentForeignTaxExpenseBenefit 36us-gaap_CurrentForeignTaxExpenseBenefit
Total Current 207us-gaap_CurrentIncomeTaxExpenseBenefit 123us-gaap_CurrentIncomeTaxExpenseBenefit (57)us-gaap_CurrentIncomeTaxExpenseBenefit
Deferred Federal (10)us-gaap_DeferredFederalIncomeTaxExpenseBenefit (11)us-gaap_DeferredFederalIncomeTaxExpenseBenefit 52us-gaap_DeferredFederalIncomeTaxExpenseBenefit
Deferred State (6)us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit 9us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit 15us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit
Deferred Foreign (12)us-gaap_DeferredForeignIncomeTaxExpenseBenefit (5)us-gaap_DeferredForeignIncomeTaxExpenseBenefit (2)us-gaap_DeferredForeignIncomeTaxExpenseBenefit
Total Deferred (28)us-gaap_DeferredIncomeTaxExpenseBenefit (7)us-gaap_DeferredIncomeTaxExpenseBenefit 65us-gaap_DeferredIncomeTaxExpenseBenefit
Total $ 179us-gaap_IncomeTaxExpenseBenefit $ 116us-gaap_IncomeTaxExpenseBenefit $ 8us-gaap_IncomeTaxExpenseBenefit
XML 38 R55.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization (Details)
Dec. 31, 2014
Countries
Organization [Line Items]  
Number of Countries in which Entity Operates (number of countries) 50us-gaap_NumberOfCountriesInWhichEntityOperates
All inclusive [Domain]  
Organization [Line Items]  
Number of hotels operated or franchised (number of hotels) 5h_NumberOfHotelsOperatedOrFranchised
/ h_HotelTypeAxis
= h_AllinclusiveDomain
Number of rooms operated or franchised (number of rooms) 1,881h_NumberOfRoomsOperatedOrFranchised
/ h_HotelTypeAxis
= h_AllinclusiveDomain
Full Service [Member]  
Organization [Line Items]  
Number of hotels operated or franchised (number of hotels) 280h_NumberOfHotelsOperatedOrFranchised
/ h_HotelTypeAxis
= h_FullServiceMember
Number of rooms operated or franchised (number of rooms) 113,467h_NumberOfRoomsOperatedOrFranchised
/ h_HotelTypeAxis
= h_FullServiceMember
Select Service [Member]  
Organization [Line Items]  
Number of hotels operated or franchised (number of hotels) 275h_NumberOfHotelsOperatedOrFranchised
/ h_HotelTypeAxis
= h_SelectServiceMember
Number of rooms operated or franchised (number of rooms) 37,638h_NumberOfRoomsOperatedOrFranchised
/ h_HotelTypeAxis
= h_SelectServiceMember
Select Service [Member] | United States [Member]  
Organization [Line Items]  
Number of hotels operated or franchised (number of hotels) 263h_NumberOfHotelsOperatedOrFranchised
/ dei_EntityByLocationAxis
= country_US
/ h_HotelTypeAxis
= h_SelectServiceMember
XML 39 R78.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables Financing Receivables (Fair Value) (Details) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure $ 43us-gaap_NotesReceivableFairValueDisclosure $ 130us-gaap_NotesReceivableFairValueDisclosure
Secured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 29us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
28us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Carrying Value 26us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
26us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Vacation Ownership Mortgage Receivables [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure   38us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Carrying Value   37us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Unsecured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 14us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
64us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Carrying Value 15us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
64us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Fair Value, Inputs, Level 1 [Member] | Secured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Fair Value, Inputs, Level 1 [Member] | Vacation Ownership Mortgage Receivables [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure   0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Fair Value, Inputs, Level 1 [Member] | Unsecured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Fair Value, Inputs, Level 2 [Member] | Secured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Fair Value, Inputs, Level 2 [Member] | Vacation Ownership Mortgage Receivables [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure   0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Fair Value, Inputs, Level 2 [Member] | Unsecured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
0us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Fair Value, Inputs, Level 3 [Member] | Secured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure 29us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
28us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
Fair Value, Inputs, Level 3 [Member] | Vacation Ownership Mortgage Receivables [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure   38us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
Fair Value, Inputs, Level 3 [Member] | Unsecured Financing To Hotel Owners [Member]    
Accounts, Notes, Loans, and Financing Receivable [Line Items]    
Notes Receivable, Fair Value Disclosure $ 14us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
$ 64us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
XML 40 R155.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Event Subsequent Event (Details) (Hyatt Regency Indianapolis [Member], Subsequent Event [Member], USD $)
In Millions, unless otherwise specified
1 Months Ended
Feb. 28, 2015
Hyatt Regency Indianapolis [Member] | Subsequent Event [Member]
 
Subsequent Event [Line Items]  
Proceeds from sales of real estate and other $ 71us-gaap_ProceedsFromSalesOfAssetsInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
XML 41 R104.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt Debt (Capital Lease Obligation) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]      
Repayments of Long-term Capital Lease Obligations $ 191us-gaap_RepaymentsOfLongTermCapitalLeaseObligations $ 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations $ 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations
XML 42 R46.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Long-Term Liabiliites (Tables)
12 Months Ended
Dec. 31, 2014
Other Liabilities, Noncurrent [Abstract]  
Other Long-Term Liabiltiies [Table Text Block]
Other long-term liabilities at December 31, 2014 and 2013, consist of the following:
 
December 31, 2014
 
December 31, 2013
Deferred gains on sales of hotel properties
$
383

 
$
192

Deferred compensation plans (see Note 12)
341

 
334

Hyatt Gold Passport Fund (see Note 2)
284

 
262

Guarantee liabilities (see Note 15)
110

 
133

Deferred income taxes (see Note 14)
66

 
74

Other accrued income taxes (see Note 14)
62

 
90

Defined benefit plans (see Note 12)
19

 
18

Deferred incentive compensation plans
3

 
4

Other
133

 
133

Total
$
1,401

 
$
1,240

XML 43 R33.htm IDEA: XBRL DOCUMENT v2.4.1.9
Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2014
Valuation and Qualifying Accounts [Abstract]  
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]
HYATT HOTELS CORPORATION AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
(In millions of dollars)
 
Column A
 
Column B
 
Column C
 
Column D
 
Column E
Description
Balance at Beginning of Period
 
Additions Charged to Revenues, Costs and Expenses
 
Additions Charged to Other Accounts
 
Deductions
 
Balance at End of Period
Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
Trade receivables—allowance for doubtful accounts
$
11

 
$
5

 
$

 
$
(3
)
 
$
13

Financing receivables—allowance for losses
103

 
7

 
(9
)
A, C
(1
)
 
100

Deferred tax assets—valuation allowance
21

 

 

 
(6
)
B
15

Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
Trade receivables—allowance for doubtful accounts
11

 
4

 

 
(4
)
 
11

Financing receivables—allowance for losses
99

 
13

 
(3
)
A
(6
)
 
103

Deferred tax assets—valuation allowance
22

 

 

 
(1
)
 
21

Year Ended December 31, 2012:
 
 
 
 
 
 
 
 
 
Trade receivables—allowance for doubtful accounts
10

 
5

 

 
(4
)
 
11

Financing receivables—allowance for losses
90

 
19

 

 
(10
)
 
99

Deferred tax assets—valuation allowance
83

 
1

 

 
(62
)
B
22


A—This amount represents currency translation on foreign currency denominated notes receivable.
B—This amount represents the release of certain foreign net operating losses.
C—This amount includes removal of the allowance recorded in connection with the sale of our vacation ownership business.
XML 44 R79.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Acquisitions Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Business Acquisition [Line Items]          
Acquisitions, net of cash acquired     $ (548)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired $ (814)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired $ (233)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired
Goodwill 133us-gaap_Goodwill 147us-gaap_Goodwill 133us-gaap_Goodwill 147us-gaap_Goodwill 133us-gaap_Goodwill
Repayments of long-term debt     (208)us-gaap_RepaymentsOfLongTermDebt (368)us-gaap_RepaymentsOfLongTermDebt 0us-gaap_RepaymentsOfLongTermDebt
Deferred Tax Assets, Net 154us-gaap_DeferredTaxAssetsLiabilitiesNet 131us-gaap_DeferredTaxAssetsLiabilitiesNet 154us-gaap_DeferredTaxAssetsLiabilitiesNet 131us-gaap_DeferredTaxAssetsLiabilitiesNet  
Impairment of Intangible Assets, Finite-lived 2us-gaap_ImpairmentOfIntangibleAssetsFinitelived 11us-gaap_ImpairmentOfIntangibleAssetsFinitelived 2us-gaap_ImpairmentOfIntangibleAssetsFinitelived   0us-gaap_ImpairmentOfIntangibleAssetsFinitelived
Advance Booking Intangibles [Member]          
Business Acquisition [Line Items]          
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     5 years    
Franchise and management intangibles [Member]          
Business Acquisition [Line Items]          
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     24 years    
Contract Acquisition Costs [Member]          
Business Acquisition [Line Items]          
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     26 years    
Hyatt Regency Lost Pines [Member]          
Business Acquisition [Line Items]          
Business Acquisition, Step Acquisition, Equity Intereset in Acquiree, Percentage 8.20%us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  8.20%us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Payments to Acquire Businesses, Gross     (164)us-gaap_PaymentsToAcquireBusinessesGross
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Long-term Debt 69h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedLongtermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  69h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedLongtermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Debt Premium 3h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedDebtPremium
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  3h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedDebtPremium
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Step Acquisition, Remeasurement Gain     12us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Goodwill 17us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  17us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Goodwill, Expected Tax Deductible Amount 15us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  15us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Intangibles 4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Cash and cash equivalents 7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Property and Equipment 207us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  207us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Inventories 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Total net assets acquired 164us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
  164us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Hyatt Regency Lost Pines [Member] | Advance Booking Intangibles [Member]          
Business Acquisition [Line Items]          
Intangibles 4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
  4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
   
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     14 months    
Park Hyatt New York [Member]          
Business Acquisition [Line Items]          
Payments to Acquire Businesses, Gross     (392)us-gaap_PaymentsToAcquireBusinessesGross
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Acquisitions, net of cash acquired     (391)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Cash and cash equivalents 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
  1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Property and Equipment 386us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
  386us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Inventories 3us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
  3us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Prepaids and other current assets 2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
  2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets
/ us-gaap_BusinessAcquisitionAxis
= h_ParkHyattNewYorkMember
   
Grand Hyatt San Antonio [Member]          
Business Acquisition [Line Items]          
Business Acquisition, Step Acquisition, Equity Intereset in Acquiree, Percentage   70.00%us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  70.00%us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
 
Payments to Acquire Businesses, Gross       (16)us-gaap_PaymentsToAcquireBusinessesGross
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
 
Goodwill 7us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  7us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Goodwill, Expected Tax Deductible Amount 12us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  12us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Intangibles 10us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  10us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Cash and cash equivalents 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Property and Equipment 226us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  226us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Equity Method Investment, Ownership Percentage   30.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  30.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
 
Step Acquisition, Fair Value       7us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeFairValue1
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
 
Step Acquisition, Remeasurement Loss       1us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementLoss
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
 
Repayments of long-term debt       (44)us-gaap_RepaymentsOfLongTermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
 
Deferred Tax Liabilities 2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilitiesNoncurrent
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilitiesNoncurrent
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Deferred Tax Assets, Net 5us-gaap_DeferredTaxAssetsLiabilitiesNet
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  5us-gaap_DeferredTaxAssetsLiabilitiesNet
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Total net assets acquired 66us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
  66us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Grand Hyatt San Antonio [Member] | Advance Booking Intangibles [Member]          
Business Acquisition [Line Items]          
Intangibles 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
  1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
   
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     4 years    
Grand Hyatt San Antonio [Member] | Contract Acquisition Costs [Member]          
Business Acquisition [Line Items]          
Impairment of Intangible Assets, Finite-lived       11us-gaap_ImpairmentOfIntangibleAssetsFinitelived
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_ContractAcquisitionCostsMember
 
Grand Hyatt San Antonio [Member] | Lease related intangibles [Member]          
Business Acquisition [Line Items]          
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     79 years    
Lease related intangibles 9us-gaap_FiniteLivedIntangibleAssetAcquiredInPlaceLeases
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_LeasesAcquiredInPlaceMember
  9us-gaap_FiniteLivedIntangibleAssetAcquiredInPlaceLeases
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_LeasesAcquiredInPlaceMember
   
Hyatt Regency Orlando [Member]          
Business Acquisition [Line Items]          
Intangibles   39us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
  39us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
 
Cash and cash equivalents   2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
  2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
 
Property and Equipment   678us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
  678us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
 
Prepaids and other current assets   3us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
  3us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
 
Total net assets acquired   716us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
  716us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
 
Hyatt Regency Orlando [Member] | Advance Booking Intangibles [Member]          
Business Acquisition [Line Items]          
Intangibles   8us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
  8us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life       7 years  
Hyatt Regency Orlando [Member] | Franchise and management intangibles [Member]          
Business Acquisition [Line Items]          
Goodwill   0us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_FranchiseAndManagementIntangiblesMember
  0us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_FranchiseAndManagementIntangiblesMember
 
Intangibles   31us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_FranchiseAndManagementIntangiblesMember
  31us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_FranchiseAndManagementIntangiblesMember
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life       20 years  
The Driskill [Member]          
Business Acquisition [Line Items]          
Acquisitions, net of cash acquired       (85)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
 
Intangibles   5us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
  5us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
 
Property and Equipment   72us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
  72us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
 
Indefinite-Lived Intangibles 7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
 
Other Assets   1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
  1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
 
Hyatt Regency Birmingham [Member]          
Business Acquisition [Line Items]          
Payments to Acquire Businesses, Gross         (44)us-gaap_PaymentsToAcquireBusinessesGross
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyBirminghamMember
Cash and cash equivalents         1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyBirminghamMember
Property and Equipment         38us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyBirminghamMember
Hyatt Regency Mexico City [Member]          
Business Acquisition [Line Items]          
Payments to Acquire Businesses, Gross         (202)us-gaap_PaymentsToAcquireBusinessesGross
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Acquisitions, net of cash acquired         (190)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Goodwill         29us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Intangibles         12us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Cash and cash equivalents         12us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Property and Equipment         190us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Deferred Tax Liabilities         41us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilitiesNoncurrent
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Total net assets acquired         $ 202us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Hyatt Regency Mexico City [Member] | Franchise and management intangibles [Member]          
Business Acquisition [Line Items]          
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life         17 years
XML 45 R118.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Employee Stock Purchase Program Narrative) (Details)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]    
Price per share for the ESPP (in percent) 95.00%h_PricepersharefortheESPP  
Shares for Issuance under ESPP (in shares) 1,000,000h_SharesForIssuanceUnderEspp  
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) 56,000us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans 71,000us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans
XML 46 R127.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Unrecognized Tax Benefits Rollforward) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
Unrecognized Tax Benefits - Beginning Balance $ 53us-gaap_UnrecognizedTaxBenefits $ 75us-gaap_UnrecognizedTaxBenefits
Total (decreases) increases - Current Period Tax Positions 2us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions 3us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions
Total decreases - Prior Period Tax Positions (8)us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions (14)us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions
Settlements (2)us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities (5)us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities
Lapse of Statute of Limitations (3)us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations (4)us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations
Foreign currency fluctuation (2)us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromForeignCurrencyTranslation (2)us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromForeignCurrencyTranslation
Unrecognized Tax Benefits - Ending Balance $ 40us-gaap_UnrecognizedTaxBenefits $ 53us-gaap_UnrecognizedTaxBenefits
XML 47 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 48 R133.htm IDEA: XBRL DOCUMENT v2.4.1.9
Accumulated Other Comprehensive Loss (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning Balance Accumulated Other Comprehensive Loss $ (68)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax $ (67)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
Current Period Other Comprehensive Income (Loss) before Reclassification (85)us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax (3)us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
Amount Reclassified from Accumulated Other Comprehensive Loss (7)us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax 2us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
Ending Balance Accumulated Other Comprehensive Loss (160)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax (68)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax 0us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationTax 0us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationReclassificationAdjustmentFromAOCIRealizedUponSaleOrLiquidationTax
Foreign currency translation adjustments [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning Balance Accumulated Other Comprehensive Loss (62)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
(54)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
Current Period Other Comprehensive Income (Loss) before Reclassification (86)us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
(10)us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
Amount Reclassified from Accumulated Other Comprehensive Loss (7)us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
2us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
Ending Balance Accumulated Other Comprehensive Loss (155)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
(62)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedTranslationAdjustmentMember
Unrealized gain (loss) on AFS securities [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning Balance Accumulated Other Comprehensive Loss 6us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
0us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
Current Period Other Comprehensive Income (Loss) before Reclassification 0us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
6us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
Amount Reclassified from Accumulated Other Comprehensive Loss 0us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
0us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
Ending Balance Accumulated Other Comprehensive Loss 6us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
6us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember
Unrecognized pension cost [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning Balance Accumulated Other Comprehensive Loss (5)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
(6)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
Current Period Other Comprehensive Income (Loss) before Reclassification 0us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
1us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
Amount Reclassified from Accumulated Other Comprehensive Loss 0us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
0us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
Ending Balance Accumulated Other Comprehensive Loss (5)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
(5)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember
Unrealized gain (loss) on derivative instruments [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning Balance Accumulated Other Comprehensive Loss (7)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
(7)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
Current Period Other Comprehensive Income (Loss) before Reclassification 1us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
0us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
Amount Reclassified from Accumulated Other Comprehensive Loss 0us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
0us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
Ending Balance Accumulated Other Comprehensive Loss $ (6)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
$ (7)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
XML 49 R73.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Schedule Of Future Maturities) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Financing receivables $ 141us-gaap_NotesReceivableGross $ 230us-gaap_NotesReceivableGross  
Less allowance (100)us-gaap_FinancingReceivableAllowanceForCreditLosses (103)us-gaap_FinancingReceivableAllowanceForCreditLosses (99)us-gaap_FinancingReceivableAllowanceForCreditLosses
Secured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
2015 39h_SecuredFinancingArrangementsMaturesInYearOne
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
   
2016 and Thereafter 0h_SecuredFinancingArrangementsMaturesinYearTwoandThereafter
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
   
Financing receivables 39us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
39us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Less allowance (13)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
(13)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
(7)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Financing Receivable, Net $ 26us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
$ 26us-gaap_NotesReceivableNet
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
XML 50 R89.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Indefinite Lived Impairments Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]      
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) $ 0us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill $ 0us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill $ 0us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill
XML 51 R57.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Property and Equipment) (Details)
12 Months Ended
Dec. 31, 2014
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life The shorter of the lease term or useful life of asset
Minimum [Member] | Building and Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 15 years
Minimum [Member] | Furniture and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Minimum [Member] | Computers [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Maximum [Member] | Building and Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 50 years
Maximum [Member] | Furniture and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 20 years
Maximum [Member] | Computers [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 7 years
XML 52 R109.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Rent Expense) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Leases [Abstract]      
Minimum rentals $ 35us-gaap_OperatingLeasesRentExpenseMinimumRentals $ 32us-gaap_OperatingLeasesRentExpenseMinimumRentals $ 26us-gaap_OperatingLeasesRentExpenseMinimumRentals
Contingent rentals 49us-gaap_OperatingLeasesRentExpenseContingentRentals 47us-gaap_OperatingLeasesRentExpenseContingentRentals 36us-gaap_OperatingLeasesRentExpenseContingentRentals
Total $ 84us-gaap_OperatingLeasesRentExpenseNet $ 79us-gaap_OperatingLeasesRentExpenseNet $ 62us-gaap_OperatingLeasesRentExpenseNet
XML 53 R134.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (Compensation Expense Related To Long-Term Incentive Plan) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Stock Appreciation Rights (SARs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense $ 19us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 8us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 8us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Restricted Stock Units (RSUs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense 31us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
17us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
14us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Performance Vested Restricted Stock (PSS) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense 4us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
3us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
1us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Nonrecurring Expense [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense 23us-gaap_AllocatedShareBasedCompensationExpense
/ h_NonrecurringSBCExpenseAxis
= h_NonrecurringExpenseMember
   
Nonrecurring Expense [Member] | Selling, General and Administrative Expenses [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense 22us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_SellingGeneralAndAdministrativeExpensesMember
/ h_NonrecurringSBCExpenseAxis
= h_NonrecurringExpenseMember
   
Nonrecurring Expense [Member] | Stock Appreciation Rights (SARs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense 10us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
/ h_NonrecurringSBCExpenseAxis
= h_NonrecurringExpenseMember
   
Nonrecurring Expense [Member] | Restricted Stock Units (RSUs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated Share-based Compensation Expense $ 13us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
/ h_NonrecurringSBCExpenseAxis
= h_NonrecurringExpenseMember
   
XML 54 R76.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Interest Income Recognized) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Unsecured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Impaired Financing Receivable, Interest Income, Accrual Method $ 0us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethod
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
$ 0us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethod
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
$ 2us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethod
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
Secured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Impaired Financing Receivable, Interest Income, Accrual Method $ 2us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethod
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
$ 2us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethod
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
$ 2us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethod
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
XML 55 R148.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment and Geographic Information (Summarized Consolidated Financial Information by Segment) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Segment Reporting Information [Line Items]                      
Revenues $ 1,079us-gaap_Revenues $ 1,104us-gaap_Revenues $ 1,158us-gaap_Revenues $ 1,074us-gaap_Revenues $ 1,091us-gaap_Revenues $ 1,026us-gaap_Revenues $ 1,092us-gaap_Revenues $ 975us-gaap_Revenues $ 4,415us-gaap_Revenues $ 4,184us-gaap_Revenues $ 3,949us-gaap_Revenues
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 728h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization 680h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization 606h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
Management and franchise fees 101h_ManagementAndFranchiseFees 94h_ManagementAndFranchiseFees 103h_ManagementAndFranchiseFees 89h_ManagementAndFranchiseFees 94h_ManagementAndFranchiseFees 77h_ManagementAndFranchiseFees 96h_ManagementAndFranchiseFees 75h_ManagementAndFranchiseFees 387h_ManagementAndFranchiseFees 342h_ManagementAndFranchiseFees 307h_ManagementAndFranchiseFees
Other Revenues From Managed Properties 420h_OtherRevenuesFromManagedProperties 431h_OtherRevenuesFromManagedProperties 440h_OtherRevenuesFromManagedProperties 416h_OtherRevenuesFromManagedProperties 425h_OtherRevenuesFromManagedProperties 406h_OtherRevenuesFromManagedProperties 403h_OtherRevenuesFromManagedProperties 388h_OtherRevenuesFromManagedProperties 1,707h_OtherRevenuesFromManagedProperties 1,622h_OtherRevenuesFromManagedProperties 1,543h_OtherRevenuesFromManagedProperties
Depreciation and amortization                 354us-gaap_DepreciationAndAmortization 345us-gaap_DepreciationAndAmortization 353us-gaap_DepreciationAndAmortization
Capital expenditures                 253us-gaap_PaymentsToAcquirePropertyPlantAndEquipment 232us-gaap_PaymentsToAcquirePropertyPlantAndEquipment 301us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
Corporate and Other [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 105us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
99us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
93us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 (131)h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
(114)h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
(107)h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Depreciation and amortization                 7us-gaap_DepreciationAndAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
7us-gaap_DepreciationAndAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
7us-gaap_DepreciationAndAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Capital expenditures                 43us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
20us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
15us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Intersegment Eliminations [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 (105)us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] (105)us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] (98)us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1]
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 0h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] 0h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] 0h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1]
Depreciation and amortization                 0us-gaap_DepreciationAndAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] 0us-gaap_DepreciationAndAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] 0us-gaap_DepreciationAndAmortization
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1]
Capital expenditures                 0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] 0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1] 0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
[1]
Operating Segments [Member] | Owned and Leased Hotels [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 2,246us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
2,142us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
2,021us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 522h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
471h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
442h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Depreciation and amortization                 322us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
315us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
323us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Capital expenditures                 208us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
211us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
283us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Operating Segments [Member] | Americas Management and Franchising [Member]                      
Segment Reporting Information [Line Items]                      
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 253h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
233h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
199h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Management and franchise fees                 327h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
292h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
256h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Other Revenues From Managed Properties                 1,550h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
1,482h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
1,456h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Depreciation and amortization                 18us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
17us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
20us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Capital expenditures                 1us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
1us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
2us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Operating Segments [Member] | ASPAC Management and Franchising [Member]                      
Segment Reporting Information [Line Items]                      
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 44h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
50h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
46h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
Management and franchise fees                 88h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
83h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
86h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
Other Revenues From Managed Properties                 74h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
74h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
43h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
Depreciation and amortization                 1us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
1us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
1us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
Capital expenditures                 1us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
1us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
Operating Segments [Member] | EAME/SW Asia Management [Member]                      
Segment Reporting Information [Line Items]                      
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 40h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
40h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
26h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
Management and franchise fees                 77h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
72h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
63h_ManagementAndFranchiseFees
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
Other Revenues From Managed Properties                 53h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
45h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
29h_OtherRevenuesFromManagedProperties
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
Depreciation and amortization                 6us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
5us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
2us-gaap_DepreciationAndAmortization
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
Capital expenditures                 0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
0us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
/ us-gaap_ConsolidationItemsAxis
= us-gaap_OperatingSegmentsMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
Intersegment Eliminations [Member] | Americas Management and Franchising [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 88us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
[1] 86us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
[1] 81us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
[1]
Intersegment Eliminations [Member] | ASPAC Management and Franchising [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 2us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
[1] 3us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
[1] 3us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
[1]
Intersegment Eliminations [Member] | EAME/SW Asia Management [Member]                      
Segment Reporting Information [Line Items]                      
Revenues                 $ 15us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
[1] $ 16us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
[1] $ 14us-gaap_Revenues
/ us-gaap_ConsolidationItemsAxis
= us-gaap_IntersegmentEliminationMember
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
[1]
[1] Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.
XML 56 R86.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Mexico City Assets and Liabilities Table) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Business Acquisition [Line Items]      
Goodwill $ 133us-gaap_Goodwill $ 147us-gaap_Goodwill $ 133us-gaap_Goodwill
Hyatt Regency Mexico City [Member]      
Business Acquisition [Line Items]      
Cash and cash equivalents     12us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Other current assets     4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsOther
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Land, Property and Equipment     190us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Intangibles     12us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Goodwill     29us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Total assets     247us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Current liabilities     4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Other long-term liabilities     41us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesOther
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Total liabilities     45us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
Total net assets acquired     $ 202us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyMexicoCityMember
XML 57 R145.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions (Other Services Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transaction [Line Items]                      
Management and franchise fees $ 101h_ManagementAndFranchiseFees $ 94h_ManagementAndFranchiseFees $ 103h_ManagementAndFranchiseFees $ 89h_ManagementAndFranchiseFees $ 94h_ManagementAndFranchiseFees $ 77h_ManagementAndFranchiseFees $ 96h_ManagementAndFranchiseFees $ 75h_ManagementAndFranchiseFees $ 387h_ManagementAndFranchiseFees $ 342h_ManagementAndFranchiseFees $ 307h_ManagementAndFranchiseFees
Related Party Other Services [Member]                      
Related Party Transaction [Line Items]                      
Management and franchise fees                 4h_ManagementAndFranchiseFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
6h_ManagementAndFranchiseFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
7h_ManagementAndFranchiseFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
Due (to) from related party $ 0us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
      $ 1us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
      $ 0us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
$ 1us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyOtherServicesMember
 
XML 58 R149.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment and Geographic Information (Assets) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets $ 8,143us-gaap_Assets $ 8,177us-gaap_Assets
Owned and Leased Hotels [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets 5,682us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
5,726us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Americas Management and Franchising [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets 1,165us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
1,027us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
ASPAC Management and Franchising [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets 106us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
101us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_AsiaPacificManagementAndFranchisingMember
EAME/SW Asia Management [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets 184us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
207us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameAndSouthwestAsiaManagementAndFranchisingMember
Corporate and Other [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets 4,030us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
4,797us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Intersegment Eliminations [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Total Assets $ (3,024)us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
$ (3,681)us-gaap_Assets
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_IntersegmentEliminationMember
XML 59 R81.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Like-Kind Exchanges Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents $ 714h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities $ 466h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities $ 0h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
Sales proceeds transferred to escrow as restricted cash (870)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities (498)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities (44)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
Restricted cash 359us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue 184us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue  
Hyatt Place 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred to escrow as restricted cash (51)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Restricted cash 51us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents 311h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Sales proceeds transferred to escrow as restricted cash (403)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Restricted cash 92us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Park Hyatt Washington [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents 97h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattWashingtonMember
   
Sales proceeds transferred to escrow as restricted cash (97)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattWashingtonMember
   
Hyatt, Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents 232h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Sales proceeds transferred to escrow as restricted cash (232)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
2013 Sale of Full Service Real Estate related to 1031 exchange [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents 74h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember
321h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember
 
Sales proceeds transferred to escrow as restricted cash   (395)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember
 
Restricted cash   74us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_A2013SaleofFullServiceRealEstaterelatedto1031exchangeMember
 
Andaz Savannah [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents   42h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_AndazSavannahMember
 
Sales proceeds transferred to escrow as restricted cash   (42)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_AndazSavannahMember
 
Hyatt Place 2013 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents   23h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
 
Sales proceeds transferred to escrow as restricted cash   (23)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
 
Hyatt Place 2012 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Sales proceeds transferred from escrow to cash and cash equivalents   $ 44h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2012Member
 
Select Service [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 52h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
   
Select Service [Member] | Hyatt Place 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 5h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Select Service [Member] | Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 38h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Select Service [Member] | Hyatt, Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 9h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Select Service [Member] | Hyatt Place 2013 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold   4h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
 
Full Service [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 4h_Numberofhotelssold
/ h_HotelTypeAxis
= h_FullServiceMember
   
Full Service [Member] | Hyatt, Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 1h_Numberofhotelssold
/ h_HotelTypeAxis
= h_FullServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Like-Kind exchange released from restricted cash [Member] | Select Service [Member] | Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 21h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
/ h_LikeKindExchangeAxis
= h_LikeKindexchangereleasedfromrestrictedcashMember
   
Like-Kind Exchange remaining in restricted cash [Member] | Select Service [Member] | Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 6h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
/ h_LikeKindExchangeAxis
= h_LikeKindExchangeremaininginrestrictedcashMember
   
Like-Kind Exchange [Member] | Select Service [Member] | Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 27h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
/ h_LikeKindExchangeAxis
= h_LikeKindExchangeMember
   
Like-Kind Exchange [Member] | Select Service [Member] | Hyatt, Hyatt Place, Hyatt House 2014 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold 7h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
/ h_LikeKindExchangeAxis
= h_LikeKindExchangeMember
   
Like-Kind Exchange [Member] | Select Service [Member] | Hyatt Place 2013 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold   2h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
/ h_LikeKindExchangeAxis
= h_LikeKindExchangeMember
 
Hyatt Place [Member] | Hyatt Place and Hyatt House 2012 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold     7h_Numberofhotelssold
/ h_BrandAxis
= h_HyattPlaceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceAndHyattHouse2012Member
Hyatt Place [Member] | Like-Kind Exchange [Member] | Hyatt Place and Hyatt House 2012 [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Number of hotels sold   4h_Numberofhotelssold
/ h_BrandAxis
= h_HyattPlaceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceAndHyattHouse2012Member
/ h_LikeKindExchangeAxis
= h_LikeKindExchangeMember
 
XML 60 R87.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill $ 133us-gaap_Goodwill $ 147us-gaap_Goodwill $ 133us-gaap_Goodwill
Goodwill [Line Items]      
Goodwill acquired 10us-gaap_GoodwillAcquiredDuringPeriod 14us-gaap_GoodwillAcquiredDuringPeriod  
Hyatt Regency Lost Pines [Member]      
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill 17us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Grand Hyatt San Antonio [Member]      
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill 7us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Goodwill [Line Items]      
Goodwill, Purchase Accounting Adjustments 7us-gaap_GoodwillPurchaseAccountingAdjustments
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
The Driskill [Member]      
Goodwill [Line Items]      
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets 7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= h_DriskillMember
 
Hyatt Regency Indianapolis [Member]      
Goodwill [Line Items]      
Disposal Group, Including Discontinued Operation, Goodwill, Current $ 14us-gaap_DisposalGroupIncludingDiscontinuedOperationGoodwillCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
   
XML 61 R77.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Analysis of Financing Receivables) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivables Past Due $ 3us-gaap_FinancingReceivableRecordedInvestmentPastDue $ 5us-gaap_FinancingReceivableRecordedInvestmentPastDue
Greater than 90 Days Past Due 3us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue 3us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue
Receivables on Non-Accrual Status 126us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus 121us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus
Secured Financing To Hotel Owners [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivables Past Due 0us-gaap_FinancingReceivableRecordedInvestmentPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
0us-gaap_FinancingReceivableRecordedInvestmentPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Greater than 90 Days Past Due 0us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
0us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Receivables on Non-Accrual Status 39us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
39us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Vacation Ownership Mortgage Receivables [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivables Past Due   2us-gaap_FinancingReceivableRecordedInvestmentPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Greater than 90 Days Past Due   0us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Receivables on Non-Accrual Status   0us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Unsecured Financing To Hotel Owners [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivables Past Due 3us-gaap_FinancingReceivableRecordedInvestmentPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
3us-gaap_FinancingReceivableRecordedInvestmentPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Greater than 90 Days Past Due 3us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
3us-gaap_FinancingReceivableRecordedInvestmentEqualToGreaterThan90DaysPastDue
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Receivables on Non-Accrual Status $ 87us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
$ 82us-gaap_FinancingReceivableRecordedInvestmentNonaccrualStatus
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
XML 62 R71.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Financing Receivables Impairment Charges $ 0h_FinancingReceivablesImpairmentCharges    
Provision 7us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease 13us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease  
Financing Receivable, Allowance for Credit Losses 100us-gaap_FinancingReceivableAllowanceForCreditLosses 103us-gaap_FinancingReceivableAllowanceForCreditLosses 99us-gaap_FinancingReceivableAllowanceForCreditLosses
Financing Receivable, Gross 141us-gaap_NotesReceivableGross 230us-gaap_NotesReceivableGross  
Interest income accrued for secured financing receivables greater than 90 days 0h_Interestincomeaccruedforsecuredfinancingreceivablesgreaterthan90days 0h_Interestincomeaccruedforsecuredfinancingreceivablesgreaterthan90days  
Interest income accrued for unsecured financing receivables greater than 90 days 0h_Interestincomeaccruedforunsecuredfinancingreceivablesgreaterthan90days 0h_Interestincomeaccruedforunsecuredfinancingreceivablesgreaterthan90days  
Interest Income Accrued from Vacation Ownership Mortgage Receivables Greater than 90 Days but Less than 120 Days   0h_InterestIncomeAccruedFromVacationOwnershipMortgageReceivablesGreaterThan90DaysButLessThan120Days  
Interest income accrued for vacation ownership receivables greater than 120 days   0h_Interestincomeaccruedforvacationownershipreceivablesgreaterthan120days  
Notes Receivable, Fair Value Disclosure 43us-gaap_NotesReceivableFairValueDisclosure 130us-gaap_NotesReceivableFairValueDisclosure  
Unsecured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Provision 6us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
7us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
13us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Financing Receivable, Allowance for Credit Losses 87us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
83us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
83us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Financing Receivable, Gross 102us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
147us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
 
Allowance for Doubtful Accounts Receivable, Write-offs     3us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Notes Receivable, Fair Value Disclosure 14us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
64us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
 
Vacation Ownership Mortgage Receivables [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Provision 1us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
0us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
6us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Financing Receivable, Allowance for Credit Losses 0us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
7us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
9us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Financing Receivable, Gross 0us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
44us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
Notes Receivable, Fair Value Disclosure   38us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
Secured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum 5.00%us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMinimum
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
   
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum 5.50%us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMaximum
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
   
Provision 0us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
6us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
0us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Financing Receivable, Allowance for Credit Losses 13us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
13us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
7us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Financing Receivable, Gross 39us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
39us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Notes Receivable, Fair Value Disclosure 29us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
28us-gaap_NotesReceivableFairValueDisclosure
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Provisions on Hotel Loans [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Financing Receivable, Allowance for Credit Losses   $ 6us-gaap_FinancingReceivableAllowanceForCreditLosses
/ h_FinancingReceivableAllowanceByTypeAxis
= h_ProvisionsOnHotelLoansMember
$ 10us-gaap_FinancingReceivableAllowanceForCreditLosses
/ h_FinancingReceivableAllowanceByTypeAxis
= h_ProvisionsOnHotelLoansMember
XML 63 R25.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Stockholders' Equity and Comprehensive Loss
STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
Common Stock—At December 31, 2014, Pritzker family business interests beneficially owned, in the aggregate, approximately 77.5% of our Class B common stock, representing approximately 57.9% of the outstanding shares of our common stock and approximately 74.9% of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests are able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors and other significant corporate transactions. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. Pursuant to the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, the Pritzker family business interests have agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock. In addition, other stockholders, including entities affiliated with Goldman, Sachs & Co. and Madrone GHC, LLC, beneficially own, in the aggregate, approximately 22.5% of our outstanding Class B common stock, representing approximately 16.8% of the outstanding shares of our common stock and approximately 21.8% of the total voting power of our outstanding common stock. Pursuant to the 2007 Stockholders’ Agreement, these entities have also agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock.
Share Repurchase— During 2014 and 2013, our board of directors authorized the repurchase of up to $700 million and $400 million, respectively, of the Company's common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.  The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.
During 2014 and 2013, the Company repurchased 7,693,326 and 6,604,768 shares of common stock, respectively. These shares of common stock were repurchased at a weighted average price of $57.79 and $41.64 per share, respectively, for an aggregate purchase price of $445 million and $275 million, respectively, excluding related expenses that were insignificant in both periods. Of the $445 million aggregate purchase price during the year ended December 31, 2014, $443 million was settled in cash during the period. The shares repurchased during 2014 represented approximately 5% of the Company's total shares of common stock outstanding as of December 31, 2013. The shares repurchased during 2013 represented approximately 4% of the Company's total shares of common stock outstanding as of December 31, 2012. The shares of Class A common stock that were repurchased on the open market were retired and returned to authorized and unissued status while the shares of Class B common stock that were repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares repurchased. As of December 31, 2014, we had $444 million remaining under the current share repurchase authorization.
Accumulated Other Comprehensive Loss—The following table details the accumulated other comprehensive loss activity for the years ended December 31, 2014 and 2013, respectively.
 
Balance at
January 1, 2014
 
Current period other comprehensive income (loss) before reclassification
 
Amount Reclassified from Accumulated Other Comprehensive Loss (a)
 
Balance at
December 31, 2014
Foreign currency translation adjustments
$
(62
)
 
$
(86
)
 
$
(7
)
 
$
(155
)
Unrealized gain (loss) on AFS securities
6

 

 

 
6

Unrecognized pension cost
(5
)
 

 

 
(5
)
Unrealized gain (loss) on derivative instruments
(7
)
 
1

 

 
(6
)
Accumulated Other Comprehensive Loss
$
(68
)
 
$
(85
)
 
$
(7
)
 
$
(160
)
(a) Foreign currency translation adjustments, net of a tax impact of $0, reclassified from accumulated other comprehensive loss were recognized as a deferred gain within other long-term liabilities on the consolidated balance sheets when we sold a hotel and substantially liquidated the entity.
 
 
 
 
 
 
 
 
 
Balance at
January 1, 2013
 
Current period other comprehensive income (loss) before reclassification
 
Amount Reclassified from Accumulated Other Comprehensive Loss (b)
 
Balance at
December 31, 2013
Foreign currency translation adjustments
$
(54
)
 
$
(10
)
 
$
2

 
$
(62
)
Unrealized gain (loss) on AFS securities

 
6

 

 
6

Unrecognized pension cost
(6
)
 
1

 

 
(5
)
Unrealized gain (loss) on derivative instruments
(7
)
 

 

 
(7
)
Accumulated Other Comprehensive Loss
$
(67
)
 
$
(3
)
 
$
2

 
$
(68
)
(b) Foreign currency translation adjustments, net of an insignificant tax impact, reclassified from accumulated other comprehensive loss were recognized within equity earnings (losses) from unconsolidated hospitality ventures on the consolidated statements of income.
XML 64 R141.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation Stock-Based Compensation (Summary of PSS Activity) (Details) (Performance Vested Restricted Stock (PSS) [Member], USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 12 Months Ended
Jan. 01, 2014
Jan. 01, 2013
Jan. 01, 2012
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Performance period (in years)       3 years 3 years 3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Vesting Start Month January 1, 2014 January 1, 2013 January 1, 2012      
Stock Granted, Value, Share-based Compensation, Forfeited       $ 4us-gaap_StockGrantedDuringPeriodValueSharebasedCompensationForfeited    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Total Intrinsic Value       $ 16h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedTotalIntrinsicValue    
2014 [Member]
           
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Grants in period (in shares)       162,906us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardDateAxis
= h_A2014Member
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
   
Grants in period, Weighted-average fair value at grant date (in dollars per share)       $ 49.39us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardDateAxis
= h_A2014Member
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
   
2013 [Member]
           
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Grants in period (in shares)         218,686us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardDateAxis
= h_A2013Member
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
 
Grants in period, Weighted-average fair value at grant date (in dollars per share)         43.44us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardDateAxis
= h_A2013Member
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
 
2012 [Member]
           
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Grants in period (in shares)           209,569us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardDateAxis
= h_A2012Member
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
Grants in period, Weighted-average fair value at grant date (in dollars per share)           41.29us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardDateAxis
= h_A2012Member
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
XML 65 R50.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2014
Share-based Compensation [Abstract]  
Compensation Expense Related To Long-Term Incentive Plan [Table Text Block]
Compensation expense related to these awards for the years ended December 31, 2014, 2013 and 2012 was as follows:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock appreciation rights
$
19

 
$
8

 
$
8

Restricted stock units
31

 
17

 
14

Performance vested restricted stock
4

 
3

 
1

Income Tax Benefit Share Based Compensation [Table Text Block]
The expected income tax benefit to be realized at the time of vest related to these plans for the years ended December 31, 2014, 2013 and 2012 was as follows: 
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock appreciation rights
$
7

 
$
3

 
$
3

Restricted stock units
8

 
6

 
5

Performance vested restricted stock
2

 
1

 

Stock Appreciation Rights by Grant Date [Table Text Block]
The following table sets forth a summary of the SAR grants in 2014, 2013, and 2012: 
Grant Date
 
SARs Granted
 
Per SAR Value
 
Vesting Period
 
Vesting Start Month
February 2014
 
327,307

 
$
22.57

 
25
% annually
 
March 2015
March 2013
 
472,003

 
17.95

 
25
% annually
 
March 2014
March 2013
 
54,914

 
18.21

 
100
% at vest
 
March 2017
March 2012
 
405,877

 
17.29

 
25
% annually
 
March 2013
Schedule of Share-based Payment Award SAR Valuation Assumptions [Table Text Block]
The fair value of each SAR was estimated based on the date of grant using the Black-Scholes-Merton option-valuation model with the following weighted average assumptions: 
 
2014
 
2013
 
2012
Exercise Price
$
49.39

 
$
43.44

 
$
41.29

Expected Life in Years
6.290

 
6.330

 
6.251

Risk-free Interest Rate
1.93
%
 
1.18
%
 
1.49
%
Expected Volatility
44.32
%
 
40.67
%
 
40.84
%
Annual Dividend Yield
%
 
%
 
%
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block]
A summary of employee SAR activity as of December 31, 2014, and changes during 2014, are presented below: 
 
SAR Units
 
Weighted Average Exercise Price (in whole dollars)
 
Weighted Average Contractual Term
Outstanding at December 31, 2013:
3,578,210

 
$
45.43

 
5.88
Granted
327,307

 
49.39

 
9.12
Exercised
387,711

 
39.76

 
3.33
Forfeited or canceled
52,222

 
50.22

 
7.17
Outstanding at December 31, 2014:
3,465,584

 
$
46.37

 
5.42
Exercisable as of December 31, 2014:
2,497,366

 
$
46.98

 
4.37
Restricted Stock Units by Grant Date [Table Text Block]
The following table sets forth a summary of the employee RSU grants in 2014, 2013, and 2012: 
Grant Date
RSUs
 
Value
 
Total Value (in millions)
 
Vesting Period
September 2014
2,452

 
$
61.17

 
$

 
4 years
February 2014
376,328

 
49.39

 
19

 
4 years
December 2013
2,132

 
46.90

 

 
4 years
September 2013
13,082

 
45.86

 
1

 
4 years
June 2013
2,218

 
40.56

 

 
4 years
March 2013
453,356

 
43.44

 
20

 
4 years
December 2012
40,694

 
36.86

 
1

 
4 years
October 2012
2,580

 
38.75

 

 
4 years
June 2012
19,787

 
35.87

 
1

 
4 years
March 2012
444,059

 
41.29

 
18

 
4 years
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]
A summary of the status of the non-vested employee restricted stock unit awards outstanding under the plan as of December 31, 2014 is presented below: 
 
Restricted Stock
Units
 
Weighted Average Grant Date Fair Value (in whole dollars)
Nonvested at December 31, 2013:
1,244,471

 
$
40.71

Granted
378,780

 
49.47

Vested
468,845

 
41.05

Forfeited or canceled
83,768

 
41.48

Nonvested at December 31, 2014:
1,070,638

 
$
43.60

Performance Vested Restricted Stock [Table Text Block]
The following table sets forth a summary of PSS grants in 2014, 2013, and 2012:
Year Granted
PSSs Granted
 
Weighted Average Grant Date Fair Value (in whole dollars)
 
Performance Period
 
Performance Period Start Date
2014
162,906

 
$
49.39

 
3 years
 
January 1, 2014
2013
218,686

 
$
43.44

 
3 years
 
January 1, 2013
2012
209,569

 
$
41.29

 
3 years
 
January 1, 2012
Unearned Compensation Future Compensation Expense [Table Text Block]
Our total unearned compensation for our stock-based compensation programs as of December 31, 2014 was $2 million for SARs, $15 million for RSUs and $3 million for PSSs, which will be recorded to compensation expense primarily over the next two years with respect to SARs, with a limited portion of the SAR awards extending to four years, three years with respect to RSUs, with a limited portion of the RSU awards extending to six years, and over the next two years with respect to PSSs as follows: 
 
2015
 
2016
 
2017
 
2018
 
2019+
 
Total
SARs
$
1

 
$
1

 
$

 
$

 
$

 
$
2

RSUs
8

 
5

 
2

 

 

 
15

PSSs
2

 
1

 

 

 

 
3

Total
$
11

 
$
7

 
$
2

 
$

 
$

 
$
20

XML 66 R156.htm IDEA: XBRL DOCUMENT v2.4.1.9
Quarterly Financial Information (Unaudited) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Quarterly Financial Information (Unaudited) [Line Items]                      
Owned and leased hotels $ 551us-gaap_RevenueFromOwnedHotels $ 555us-gaap_RevenueFromOwnedHotels $ 592us-gaap_RevenueFromOwnedHotels $ 548us-gaap_RevenueFromOwnedHotels $ 557us-gaap_RevenueFromOwnedHotels $ 521us-gaap_RevenueFromOwnedHotels $ 572us-gaap_RevenueFromOwnedHotels $ 492us-gaap_RevenueFromOwnedHotels $ 2,246us-gaap_RevenueFromOwnedHotels $ 2,142us-gaap_RevenueFromOwnedHotels $ 2,021us-gaap_RevenueFromOwnedHotels
Management and franchise fees 101h_ManagementAndFranchiseFees 94h_ManagementAndFranchiseFees 103h_ManagementAndFranchiseFees 89h_ManagementAndFranchiseFees 94h_ManagementAndFranchiseFees 77h_ManagementAndFranchiseFees 96h_ManagementAndFranchiseFees 75h_ManagementAndFranchiseFees 387h_ManagementAndFranchiseFees 342h_ManagementAndFranchiseFees 307h_ManagementAndFranchiseFees
Other revenues 7h_OtherRevenues 24h_OtherRevenues 23h_OtherRevenues 21h_OtherRevenues 15h_OtherRevenues 22h_OtherRevenues 21h_OtherRevenues 20h_OtherRevenues 75h_OtherRevenues 78h_OtherRevenues 78h_OtherRevenues
Other Revenues From Managed Properties 420h_OtherRevenuesFromManagedProperties 431h_OtherRevenuesFromManagedProperties 440h_OtherRevenuesFromManagedProperties 416h_OtherRevenuesFromManagedProperties 425h_OtherRevenuesFromManagedProperties 406h_OtherRevenuesFromManagedProperties 403h_OtherRevenuesFromManagedProperties 388h_OtherRevenuesFromManagedProperties 1,707h_OtherRevenuesFromManagedProperties 1,622h_OtherRevenuesFromManagedProperties 1,543h_OtherRevenuesFromManagedProperties
Total revenues 1,079us-gaap_Revenues 1,104us-gaap_Revenues 1,158us-gaap_Revenues 1,074us-gaap_Revenues 1,091us-gaap_Revenues 1,026us-gaap_Revenues 1,092us-gaap_Revenues 975us-gaap_Revenues 4,415us-gaap_Revenues 4,184us-gaap_Revenues 3,949us-gaap_Revenues
Direct And Selling, General, And Administrative Expenses 1,040h_DirectAndSellingGeneralAndAdministrativeExpenses 1,032h_DirectAndSellingGeneralAndAdministrativeExpenses 1,043h_DirectAndSellingGeneralAndAdministrativeExpenses 1,021h_DirectAndSellingGeneralAndAdministrativeExpenses 1,036h_DirectAndSellingGeneralAndAdministrativeExpenses 973h_DirectAndSellingGeneralAndAdministrativeExpenses 984h_DirectAndSellingGeneralAndAdministrativeExpenses 958h_DirectAndSellingGeneralAndAdministrativeExpenses 4,136h_DirectAndSellingGeneralAndAdministrativeExpenses 3,951h_DirectAndSellingGeneralAndAdministrativeExpenses 3,790h_DirectAndSellingGeneralAndAdministrativeExpenses
Net Income 182us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 33us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 75us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 56us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 30us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 55us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 112us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest 8us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest      
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION 182us-gaap_NetIncomeLoss 32us-gaap_NetIncomeLoss 74us-gaap_NetIncomeLoss 56us-gaap_NetIncomeLoss 32us-gaap_NetIncomeLoss 55us-gaap_NetIncomeLoss 112us-gaap_NetIncomeLoss 8us-gaap_NetIncomeLoss 344us-gaap_NetIncomeLoss 207us-gaap_NetIncomeLoss 88us-gaap_NetIncomeLoss
Net Income -Basic (in dollars per share) $ 1.21us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.22us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.49us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.36us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.20us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.35us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.70us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.05us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 2.26us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 1.29us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.53us-gaap_IncomeLossFromContinuingOperationsPerBasicShare
Net Income- Diluted (in dollars per share) $ 1.20us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.22us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.49us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.36us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.19us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.35us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.70us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.05us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 2.24us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 1.29us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.53us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare
Asset impairments 10us-gaap_AssetImpairmentCharges       14us-gaap_AssetImpairmentCharges       17us-gaap_AssetImpairmentCharges 22us-gaap_AssetImpairmentCharges 0us-gaap_AssetImpairmentCharges
Tangible Asset Impairment Charges 6us-gaap_TangibleAssetImpairmentCharges                    
Impairment of Intangible Assets, Finite-lived 2us-gaap_ImpairmentOfIntangibleAssetsFinitelived       11us-gaap_ImpairmentOfIntangibleAssetsFinitelived       2us-gaap_ImpairmentOfIntangibleAssetsFinitelived   0us-gaap_ImpairmentOfIntangibleAssetsFinitelived
Goodwill, Impairment Loss 2us-gaap_GoodwillImpairmentLoss               2us-gaap_GoodwillImpairmentLoss 0us-gaap_GoodwillImpairmentLoss 0us-gaap_GoodwillImpairmentLoss
Equity Method Investment, Other than Temporary Impairment         3us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment            
Nonrecurring Expense [Member]                      
Quarterly Financial Information (Unaudited) [Line Items]                      
Allocated Share-based Compensation Expense                 23us-gaap_AllocatedShareBasedCompensationExpense
/ h_NonrecurringSBCExpenseAxis
= h_NonrecurringExpenseMember
   
Nonrecurring Expense [Member] | Selling, General and Administrative Expenses [Member]                      
Quarterly Financial Information (Unaudited) [Line Items]                      
Allocated Share-based Compensation Expense                 $ 22us-gaap_AllocatedShareBasedCompensationExpense
/ us-gaap_IncomeStatementLocationAxis
= us-gaap_SellingGeneralAndAdministrativeExpensesMember
/ h_NonrecurringSBCExpenseAxis
= h_NonrecurringExpenseMember
   
XML 67 R42.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill [Table Text Block]
The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013:
 
Owned and Leased Hotels
 
Americas Management and Franchising
 
Other
 
Total*
Balance as of January 1, 2013
 
 
 
 
 
 
 
Goodwill
$
189

 
$
33

 
$
4

 
$
226

Accumulated impairment losses
(93
)
 

 

 
(93
)
Goodwill, net
96

 
33

 
4

 
133

Activity during the year
 
 
 
 
 
 
 
Goodwill acquired
14

 

 

 
14

Balance as of December 31, 2013
 
 
 
 
 
 
 
Goodwill
203

 
33

 
4

 
240

Accumulated impairment losses
(93
)
 

 

 
(93
)
Goodwill, net
$
110

 
$
33

 
$
4

 
$
147

Activity during the year
 
 
 
 
 
 
 
Goodwill acquired
10

 

 

 
10

Goodwill disposed or held for sale
(14
)
 

 
(4
)
 
(18
)
Foreign exchange**
(4
)
 

 

 
(4
)
Impairment losses
(2
)
 

 

 
(2
)
Balance as of December 31, 2014
 
 
 
 
 
 
 
Goodwill
195

 
33

 

 
228

Accumulated impairment losses
(95
)
 

 

 
(95
)
Goodwill, net
$
100

 
$
33

 
$

 
$
133


*
The ASPAC management and franchising and EAME/SW Asia management segments contained no goodwill balances as of December 31, 2014 and 2013, respectively.
** Foreign exchange translation adjustments related to the goodwill associated with Hyatt Regency Mexico City.
Schedule of Intangible Assets by Major Class [Table Text Block]
The following is a summary of intangible assets at December 31, 2014 and 2013:
 
December 31, 2014
 
Weighted Average Useful Lives
 
December 31, 2013
Contract acquisition costs
$
355

 
26

 
$
348

Franchise and management intangibles
156

 
24

 
170

Lease related intangibles
143

 
111

 
155

Advanced booking intangibles
12

 
5

 
8

Brand intangible
7

 

 
7

Other
8

 
11

 
8

 
681

 
 
 
696

Accumulated amortization
(129
)
 
 
 
(105
)
Intangibles, net
$
552

 
 
 
$
591

Schedule of Intangible Asset Amortization Expense [Table Text Block]
Amortization expense relating to intangible assets for the years ended December 31, 2014, 2013, and 2012 was as follows:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Amortization Expense
$
30

 
$
25

 
$
26

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]
We estimate amortization expense for definite-lived intangibles for the years 2015 through 2019 to be:
Years Ending December 31,
 
2015
$
29

2016
25

2017
24

2018
24

2019
23

Schedule of Impaired Goodwill and Definite Lived Intangibles [Table Text Block]
During the years ended December 31, 2014, 2013, and 2012, we recorded the following impairment charges, which are included in asset impairments on the consolidated statements of income:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Goodwill
$
2

 
$

 
$

Definite-lived intangibles
2

 
11

 

XML 68 R75.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Impaired Loans) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Unsecured Financing To Hotel Owners [Member]    
Financing Receivable, Impaired [Line Items]    
Gross Loan Balance (Principal and Interest) $ 52us-gaap_ImpairedFinancingReceivableRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
$ 51us-gaap_ImpairedFinancingReceivableRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
Unpaid Principal Balance 37us-gaap_ImpairedFinancingReceivableUnpaidPrincipalBalance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
37us-gaap_ImpairedFinancingReceivableUnpaidPrincipalBalance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
Related Allowance (52)us-gaap_ImpairedFinancingReceivableRelatedAllowance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
(51)us-gaap_ImpairedFinancingReceivableRelatedAllowance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
Average Recorded Loan Balance 52us-gaap_ImpairedFinancingReceivableAverageRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
52us-gaap_ImpairedFinancingReceivableAverageRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_UnsecuredFinancingToHotelOwnersMember
Secured Financing To Hotel Owners [Member]    
Financing Receivable, Impaired [Line Items]    
Gross Loan Balance (Principal and Interest) 39us-gaap_ImpairedFinancingReceivableRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
39us-gaap_ImpairedFinancingReceivableRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
Unpaid Principal Balance 39us-gaap_ImpairedFinancingReceivableUnpaidPrincipalBalance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
39us-gaap_ImpairedFinancingReceivableUnpaidPrincipalBalance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
Related Allowance (13)us-gaap_ImpairedFinancingReceivableRelatedAllowance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
(13)us-gaap_ImpairedFinancingReceivableRelatedAllowance
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
Average Recorded Loan Balance $ 39us-gaap_ImpairedFinancingReceivableAverageRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
$ 40us-gaap_ImpairedFinancingReceivableAverageRecordedInvestment
/ us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis
= h_SecuredFinancingToHotelOwnersMember
XML 69 R97.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt (Schedule of Maturities) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]    
2015 $ 9us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths  
2016 316us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo  
2017 2us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree  
2018 2us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour  
2019 197us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive  
Thereafter 864us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive  
Long-term Debt and Capital Lease Obligations, Including Current Maturities $ 1,390us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities $ 1,483us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities
XML 70 R37.htm IDEA: XBRL DOCUMENT v2.4.1.9
Marketable Securities (Tables)
12 Months Ended
Dec. 31, 2014
Marketable Securities [Abstract]  
Marketable Securities Held to Fund Operating Programs [Table Text Block]
At December 31, 2014 and 2013, total marketable securities held for the Hyatt Gold Passport Fund (see Note 2) and certain deferred compensation plans (see Note 12), carried at fair value and included in the consolidated balance sheets were as follows: 
 
December 31, 2014
 
December 31, 2013
Marketable securities held by the Hyatt Gold Passport Fund
$
338

 
$
321

Marketable securities held to fund deferred compensation plans
341

 
334

Total marketable securities
$
679

 
$
655

Less current portion of marketable securities held for operating programs included in prepaids and other assets
(54
)
 
(59
)
Marketable securities included in other assets
$
625

 
$
596

Marketable Securities Held for Investment [Table Text Block]
At December 31, 2014 and 2013, our total marketable securities held for investment purposes and included in the consolidated balance sheets were as follows: 
 
December 31, 2014
 
December 31, 2013
Time deposits included in short-term investments
$
130

 
$
30

Playa preferred shares included in other assets
280

 
278

Available-for-sale Securities [Table Text Block]
The fair value of this investment was: 
 
2014
 
2013
Fair value at January 1, recorded in other assets
$
278

 
$

Cost or amortized cost of initial investment

 
271

Gross unrealized gains, recorded to other comprehensive income (loss)
9

 
7

Gross unrealized losses, recorded to other comprehensive income (loss)
(7
)
 

Fair value at December 31, recorded in other assets
$
280

 
$
278



XML 71 R52.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2014
Earnings Per Share [Abstract]  
Schedule of the Calculation of Basic and Diluted Earnings Per Share
The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator are as follows: 
 
Years Ended December 31,
2014
 
2013
 
2012
Numerator:
 
 
 
 
 
Net income
$
346

 
$
205

 
$
87

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207

 
$
88

Denominator:
 
 
 
 
 
Basic weighted average shares outstanding
153,136,511

 
158,544,930

 
165,017,485

Share-based compensation
1,213,941

 
644,149

 
359,843

Diluted weighted average shares outstanding
154,350,452

 
159,189,079

 
165,377,328

Basic Earnings Per Share:
 
 
 
 
 
Net income
$
2.26

 
$
1.29

 
$
0.53

Net (income) loss attributable to noncontrolling interests
(0.01
)
 
0.01

 

Net income attributable to Hyatt Hotels Corporation
$
2.25

 
$
1.30

 
$
0.53

Diluted Earnings Per Share:
 
 
 
 
 
Net income
$
2.24

 
$
1.29

 
$
0.53

Net (income) loss attributable to noncontrolling interests
(0.01
)
 
0.01

 

Net income attributable to Hyatt Hotels Corporation
$
2.23

 
$
1.30

 
$
0.53

Anti-dilutive Shares Issued
The computations of diluted net income per share for the years ended December 31, 2014, 2013 and 2012 do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs and RSUs because they are anti-dilutive.
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock-settled SARs
5,200

 
148,200

 
13,200

RSUs

 

 
3,300

XML 72 R67.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurement (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Interest Bearing Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities recorded in cash and cash equivalents $ 70us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
$ 71us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
Mutual Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 341us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
334us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
Preferred Shares [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 280us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
278us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
Time Deposits [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 130us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
30us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
U.S. Government Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 127us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
121us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
US Government Agencies [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 34us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
46us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
Corporate Debt Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 128us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
112us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 23us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
20us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 23us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
18us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
Municipal and provincial notes and bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 3us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
4us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
Foreign Currency Forward Contracts [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments 1us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
(3)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Interest Bearing Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities recorded in cash and cash equivalents 70us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
71us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Mutual Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 341us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
334us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Preferred Shares [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Time Deposits [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | U.S. Government Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | US Government Agencies [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Corporate Debt Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Municipal and provincial notes and bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Foreign Currency Forward Contracts [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
Significant Other Observable Inputs (Level 2) [Member] | Interest Bearing Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities recorded in cash and cash equivalents 0us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
0us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
Significant Other Observable Inputs (Level 2) [Member] | Mutual Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
Significant Other Observable Inputs (Level 2) [Member] | Preferred Shares [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
Significant Other Observable Inputs (Level 2) [Member] | Time Deposits [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 130us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
30us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
Significant Other Observable Inputs (Level 2) [Member] | U.S. Government Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 127us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
121us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
Significant Other Observable Inputs (Level 2) [Member] | US Government Agencies [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 34us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
46us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
Significant Other Observable Inputs (Level 2) [Member] | Corporate Debt Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 128us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
112us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
Significant Other Observable Inputs (Level 2) [Member] | Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 23us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
20us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
Significant Other Observable Inputs (Level 2) [Member] | Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 23us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
18us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
Significant Other Observable Inputs (Level 2) [Member] | Municipal and provincial notes and bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 3us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
4us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
Significant Other Observable Inputs (Level 2) [Member] | Foreign Currency Forward Contracts [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments 1us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
(3)us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
Significant Unobservable Inputs (Level 3) [Member] | Interest Bearing Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities recorded in cash and cash equivalents 0us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
0us-gaap_CashAndCashEquivalentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MoneyMarketFundsMember
Significant Unobservable Inputs (Level 3) [Member] | Mutual Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_EquityFundsMember
Significant Unobservable Inputs (Level 3) [Member] | Preferred Shares [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 280us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
278us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
Significant Unobservable Inputs (Level 3) [Member] | Time Deposits [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_DepositsMember
Significant Unobservable Inputs (Level 3) [Member] | U.S. Government Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USTreasuryAndGovernmentMember
Significant Unobservable Inputs (Level 3) [Member] | US Government Agencies [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_USGovernmentAgenciesDebtSecuritiesMember
Significant Unobservable Inputs (Level 3) [Member] | Corporate Debt Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_CorporateDebtSecuritiesMember
Significant Unobservable Inputs (Level 3) [Member] | Mortgage-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_MortgageBackedSecuritiesMember
Significant Unobservable Inputs (Level 3) [Member] | Asset-Backed Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_AssetBackedSecuritiesMember
Significant Unobservable Inputs (Level 3) [Member] | Municipal and provincial notes and bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities included in short-term investments, prepaids and other assets and other assets 0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
0us-gaap_InvestmentsFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= h_MunicipalAndProvincialNotesAndBondsMember
Significant Unobservable Inputs (Level 3) [Member] | Foreign Currency Forward Contracts [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments $ 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
$ 0us-gaap_DerivativeFairValueOfDerivativeNet
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_ForeignExchangeForwardMember
XML 73 R111.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Defined Benefit Plans Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]    
Defined Benefit Plan, Accumulated Other Comprehensive Losses $ 8us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesAfterTax $ 7us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesAfterTax
Defined Benefit Plan, Future Amortization of Losses $ 0us-gaap_DefinedBenefitPlanFutureAmortizationOfGainLoss  
XML 74 R151.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment and Geographic Information (Reconciliation of Consolidated Adjusted EBITDA to EBITDA and a Reconciliation of EBITDA to Net Income (Loss) attributable to Hyatt Hotels Corporation) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Segment Reporting [Abstract]                      
Segment Reporting Information Adjusted Earnings Before Interest Taxes Depreciation Amortization                 $ 728h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization $ 680h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization $ 606h_SegmentReportingInformationAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
Equity earnings (losses) from unconsolidated hospitality ventures                 25us-gaap_IncomeLossFromEquityMethodInvestments (1)us-gaap_IncomeLossFromEquityMethodInvestments (22)us-gaap_IncomeLossFromEquityMethodInvestments
Gains on sales of real estate and other                 311us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 125us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 0us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
Asset impairments (10)us-gaap_AssetImpairmentCharges       (14)us-gaap_AssetImpairmentCharges       (17)us-gaap_AssetImpairmentCharges (22)us-gaap_AssetImpairmentCharges 0us-gaap_AssetImpairmentCharges
Other income (loss), net                 (17)us-gaap_OtherNonoperatingIncomeExpense 17us-gaap_OtherNonoperatingIncomeExpense 7us-gaap_OtherNonoperatingIncomeExpense
Net (income) loss attributable to noncontrolling interests                 (2)us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 2us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 1us-gaap_NetIncomeLossAttributableToNoncontrollingInterest
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA                 (80)h_ProRataShareOfUnconsolidatedVenturesAdjustedEarningsBeforeInterestTaxesDepreciationAmortization (68)h_ProRataShareOfUnconsolidatedVenturesAdjustedEarningsBeforeInterestTaxesDepreciationAmortization (73)h_ProRataShareOfUnconsolidatedVenturesAdjustedEarningsBeforeInterestTaxesDepreciationAmortization
EBITDA                 948h_EarningsBeforeInterestTaxesDepreciationAmortization 733h_EarningsBeforeInterestTaxesDepreciationAmortization 519h_EarningsBeforeInterestTaxesDepreciationAmortization
Depreciation and amortization                 (354)us-gaap_DepreciationAndAmortization (345)us-gaap_DepreciationAndAmortization (353)us-gaap_DepreciationAndAmortization
Interest expense                 (71)us-gaap_InterestExpense (65)us-gaap_InterestExpense (70)us-gaap_InterestExpense
(Provision) benefit for income taxes                 (179)us-gaap_IncomeTaxExpenseBenefit (116)us-gaap_IncomeTaxExpenseBenefit (8)us-gaap_IncomeTaxExpenseBenefit
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION $ 182us-gaap_NetIncomeLoss $ 32us-gaap_NetIncomeLoss $ 74us-gaap_NetIncomeLoss $ 56us-gaap_NetIncomeLoss $ 32us-gaap_NetIncomeLoss $ 55us-gaap_NetIncomeLoss $ 112us-gaap_NetIncomeLoss $ 8us-gaap_NetIncomeLoss $ 344us-gaap_NetIncomeLoss $ 207us-gaap_NetIncomeLoss $ 88us-gaap_NetIncomeLoss
XML 75 R61.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity Method Investments (Summarized Financial Information) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Equity Method Investments [Abstract]      
Total revenues $ 1,192us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue $ 978us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue $ 979us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue
Gross operating profit 329us-gaap_EquityMethodInvestmentSummarizedFinancialInformationGrossProfitLoss 315us-gaap_EquityMethodInvestmentSummarizedFinancialInformationGrossProfitLoss 313us-gaap_EquityMethodInvestmentSummarizedFinancialInformationGrossProfitLoss
Income from continuing operations 31us-gaap_EquityMethodInvestmentSummarizedFinancialInformationIncomeLossFromContinuingOperationsBeforeExtraordinaryItems 17us-gaap_EquityMethodInvestmentSummarizedFinancialInformationIncomeLossFromContinuingOperationsBeforeExtraordinaryItems 12us-gaap_EquityMethodInvestmentSummarizedFinancialInformationIncomeLossFromContinuingOperationsBeforeExtraordinaryItems
Net income 31us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss 17us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss 12us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss
Current Assets 476us-gaap_EquityMethodInvestmentSummarizedFinancialInformationCurrentAssets 556us-gaap_EquityMethodInvestmentSummarizedFinancialInformationCurrentAssets  
Noncurrent Assets 2,728us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNoncurrentAssets 2,877us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNoncurrentAssets  
Total Assets 3,204us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets 3,433us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets  
Current Liabilities 492us-gaap_EquityMethodInvestmentSummarizedFinancialInformationCurrentLiabilities 519us-gaap_EquityMethodInvestmentSummarizedFinancialInformationCurrentLiabilities  
Noncurrent Liabilities 1,708us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNoncurrentLiabilities 1,962us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNoncurrentLiabilities  
Total Liabilities $ 2,200us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilities $ 2,481us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilities  
XML 76 R47.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]
Our tax provision includes federal, state, local, and foreign income taxes. The domestic and foreign components of income before income taxes for the three years ended December 31, 2014, 2013 and 2012 are as follows:
 
2014
 
2013
 
2012
U.S. income before tax
$
493

 
$
256

 
$
18

Foreign income before tax
32

 
65

 
77

Income before income taxes
$
525

 
$
321

 
$
95

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
The provision (benefit) for income taxes from continuing operations for the three years ended December 31, 2014, 2013 and 2012 is comprised of the following:
 
2014
 
2013
 
2012
Current:
 
 
 
 
 
Federal
$
164

 
$
85

 
$
(76
)
State
7

 
14

 
(17
)
Foreign
36

 
24

 
36

Total Current
$
207

 
$
123

 
$
(57
)
Deferred:
 
 
 
 
 
Federal
$
(10
)
 
$
(11
)
 
$
52

State
(6
)
 
9

 
15

Foreign
(12
)
 
(5
)
 
(2
)
Total Deferred
$
(28
)
 
$
(7
)
 
$
65

Total
$
179

 
$
116

 
$
8

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
The following is a reconciliation of the statutory federal income tax rate to the effective tax rate from continuing operations reported in the financial statements:
 
2014
 
2013
 
2012
Statutory U.S. federal income tax rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes—net of federal tax benefit
3.4

 
4.8

 
(0.3
)
Foreign and U.S. tax effects attributable to foreign operations
1.7

 
(0.4
)
 
(27.4
)
Tax contingencies
(2.6
)
 
0.2

 
(10.3
)
Change in valuation allowances
(1.0
)
 

 
(66.3
)
Adjustments to deferred tax assets
(1.5
)
 

 
75.4

General business credits
(0.4
)
 
(1.3
)
 
(2.5
)
Equity based compensation
0.4

 
1.1

 
2.0

Other
(0.9
)
 
(3.2
)
 
2.7

Effective income tax rate
34.1
 %
 
36.2
 %
 
8.3
 %
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
The components of the net deferred tax asset from continuing operations at December 31, 2014 and 2013 is comprised of the following:
 
2014
 
2013
Deferred tax assets related to:
 
 
 
Employee benefits
$
181

 
$
161

Foreign and state net operating losses and credit carryforwards
37

 
54

Nonconsolidated investments
59

 
77

Allowance for uncollectible assets
36

 
38

Intangibles
8

 
10

Deferred gain on sale
149

 
74

Loyalty program
21

 
24

Interest and state benefits
4

 
14

Unrealized investment losses
5

 
6

Other
55

 
60

Valuation allowance
(15
)
 
(21
)
Total deferred tax asset
$
540

 
$
497

Deferred tax liabilities related to:
 
 
 
Installment sales
$

 
$
(6
)
Property and equipment
(312
)
 
(255
)
Nonconsolidated investments
(33
)
 
(59
)
Unrealized investment gains
(23
)
 
(18
)
Prepaid expenses
(11
)
 
(14
)
Other
(7
)
 
(14
)
Total deferred tax liability
$
(386
)
 
$
(366
)
Net deferred tax asset
$
154

 
$
131

Recognized in the balance sheet as:
 
 
 
Deferred tax assets—current
$
26

 
$
11

Deferred tax assets—noncurrent
196

 
198

Deferred tax liabilities—current
(2
)
 
(4
)
Deferred tax liabilities—noncurrent
(66
)
 
(74
)
Total
$
154

 
$
131

Unrecognized Tax Benefits Reconciliation [Table Text Block]
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, is as follows:
 
2014
 
2013
Unrecognized tax benefits—beginning balance
$
53

 
$
75

Total (decreases) increases—current period tax positions
2

 
3

Total decreases—prior period tax positions
(8
)
 
(14
)
Settlements
(2
)
 
(5
)
Lapse of statute of limitations
(3
)
 
(4
)
Foreign currency fluctuation
(2
)
 
(2
)
Unrecognized tax benefits—ending balance
$
40

 
$
53

XML 77 R9.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statement of Changes in Stockholders' Equity (USD $)
In Millions
Total
Common Stock Amount [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock Amount [Member]
Accumulated Other Comprehensive Loss [Member]
Noncontrolling Interests in Consolidated Subsidiaries [Member]
Balance - at Dec. 31, 2011 $ 4,818us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest $ 2us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 3,380us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ 1,526us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ (1)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
$ (99)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
$ 10us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Total comprehensive income 119us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest 0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
88us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
32us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
(1)us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Purchase of shares in noncontrolling interests (2)us-gaap_MinorityInterestDecreaseFromRedemptions 0us-gaap_MinorityInterestDecreaseFromRedemptions
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
(3)us-gaap_MinorityInterestDecreaseFromRedemptions
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_MinorityInterestDecreaseFromRedemptions
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_MinorityInterestDecreaseFromRedemptions
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_MinorityInterestDecreaseFromRedemptions
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
1us-gaap_MinorityInterestDecreaseFromRedemptions
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Repurchase of common stock (136)us-gaap_StockRepurchasedDuringPeriodValue 0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
(136)us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Directors compensation 1h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors 0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
1h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Employee stock plan issuance 3us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan 0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
3us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Share based payment activity 18h_ShareBasedPaymentActivity 0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
18h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Balance - at Dec. 31, 2012 4,821us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest 2us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
3,263us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
1,614us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
(1)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
(67)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
10us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Total comprehensive income 204us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest 0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
207us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
(1)us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
(2)us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Repurchase of common stock (275)us-gaap_StockRepurchasedDuringPeriodValue 0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
(275)us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Directors compensation 2h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors 0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
2h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Employee stock plan issuance 3us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan 0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
3us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Share based payment activity 22h_ShareBasedPaymentActivity 0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
22h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Balance - at Dec. 31, 2013 4,777us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest 2us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
3,015us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
1,821us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
(1)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
(68)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
8us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Total comprehensive income 254us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest 0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
344us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
(92)us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
2us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Disposal of shares in noncontrolling interests (4)us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation 0us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
0us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
(4)us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Repurchase of common stock (445)us-gaap_StockRepurchasedDuringPeriodValue 0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
(445)us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Directors compensation 2h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors 0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
2h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0h_StockIssuedDuringPeriodValueShareBasedCompensationToDirectors
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Employee stock plan issuance 3us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan 0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
3us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Share based payment activity 45h_ShareBasedPaymentActivity 0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
45h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
0h_ShareBasedPaymentActivity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Other (1)us-gaap_StockholdersEquityOther 0us-gaap_StockholdersEquityOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
1us-gaap_StockholdersEquityOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
0us-gaap_StockholdersEquityOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
0us-gaap_StockholdersEquityOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
0us-gaap_StockholdersEquityOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
(2)us-gaap_StockholdersEquityOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
Balance - at Dec. 31, 2014 $ 4,631us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest $ 2us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 2,621us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ 2,165us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ (1)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_TreasuryStockMember
$ (160)us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedOtherComprehensiveIncomeMember
$ 4us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_NoncontrollingInterestMember
XML 78 R139.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (RSU Activity by Grant Date) (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 12 Months Ended
Sep. 30, 2014
Feb. 28, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Oct. 31, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2014
Restricted Stock Units (RSUs) [Member]                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Forfeiture Rate                     3.00%h_ForfeitureRate
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Grants in period (in shares) 2,452us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
376,328us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
2,132us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
13,082us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
2,218us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
453,356us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
40,694us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
2,580us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
19,787us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
444,059us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
378,780us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Grants in period, Weighted-average fair value at grant date (in dollars per share) $ 61.17us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 49.39us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 46.90us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 45.86us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 40.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 43.44us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 36.86us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 38.75us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 35.87us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 41.29us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 49.47us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Total Fair Value, Grants in period $ 0h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 19h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 0h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 1h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 0h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 20h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 1h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 0h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 1h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 18h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodTotalFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
 
Performance period (in years) 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years  
Cash Settled RSUs [Member]                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Share-based Compensation Arrangement by Share-based Payment Award. Cash Settled, Grants   0h_ShareBasedCompensationArrangementByShareBasedPaymentAwardCashSettledGrants
/ us-gaap_AwardTypeAxis
= h_CashSettledRsusMember
    0h_ShareBasedCompensationArrangementByShareBasedPaymentAwardCashSettledGrants
/ us-gaap_AwardTypeAxis
= h_CashSettledRsusMember
0h_ShareBasedCompensationArrangementByShareBasedPaymentAwardCashSettledGrants
/ us-gaap_AwardTypeAxis
= h_CashSettledRsusMember
      0h_ShareBasedCompensationArrangementByShareBasedPaymentAwardCashSettledGrants
/ us-gaap_AwardTypeAxis
= h_CashSettledRsusMember
 
Employee Service Cash Settled Share-based Compensation Liability, Nonvested Awards                     0h_EmployeeServiceCashSettledShareBasedCompensationLiabilityNonvestedAwards
/ us-gaap_AwardTypeAxis
= h_CashSettledRsusMember
Allocated Cash-settled Share-based Compensation Expense                     $ 0h_AllocatedCashSettledShareBasedCompensationExpense
/ us-gaap_AwardTypeAxis
= h_CashSettledRsusMember
XML 79 R116.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Expected Benefit Payments) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]  
2015 $ 1us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths
2016 1us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo
2017 1us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree
2018 1us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour
2019 1us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive
2020-2024 6us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter
Total $ 11h_DefinedBenefitPlanTotalExpectedFutureBenefitPayments
XML 80 R62.htm IDEA: XBRL DOCUMENT v2.4.1.9
Marketable Securities (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Schedule of Investments [Line Items]      
Net gains and interest income from marketable securities held to fund operating programs $ 15h_MarketableSecuritiesHeldToFundOperatingPrograms $ 34h_MarketableSecuritiesHeldToFundOperatingPrograms $ 21h_MarketableSecuritiesHeldToFundOperatingPrograms
Available-for-sale Securities, Gross Realized Gain (Loss) 0us-gaap_AvailableForSaleSecuritiesGrossRealizedGainLossNet 2us-gaap_AvailableForSaleSecuritiesGrossRealizedGainLossNet 0us-gaap_AvailableForSaleSecuritiesGrossRealizedGainLossNet
Gains (losses) on other marketable securities 0us-gaap_MarketableSecuritiesGainLoss 2us-gaap_MarketableSecuritiesGainLoss 17us-gaap_MarketableSecuritiesGainLoss
Gold Passport Fund [Member]      
Schedule of Investments [Line Items]      
Net gains and interest income from marketable securities held to fund operating programs 3h_MarketableSecuritiesHeldToFundOperatingPrograms
/ h_MarketableSecuritiesByProgramAxis
= h_GoldPassportFundMember
(1)h_MarketableSecuritiesHeldToFundOperatingPrograms
/ h_MarketableSecuritiesByProgramAxis
= h_GoldPassportFundMember
3h_MarketableSecuritiesHeldToFundOperatingPrograms
/ h_MarketableSecuritiesByProgramAxis
= h_GoldPassportFundMember
Deferred Compensation Plans [Member]      
Schedule of Investments [Line Items]      
Net gains and interest income from marketable securities held to fund operating programs 12h_MarketableSecuritiesHeldToFundOperatingPrograms
/ h_MarketableSecuritiesByProgramAxis
= h_DeferredCompensationPlansMember
35h_MarketableSecuritiesHeldToFundOperatingPrograms
/ h_MarketableSecuritiesByProgramAxis
= h_DeferredCompensationPlansMember
18h_MarketableSecuritiesHeldToFundOperatingPrograms
/ h_MarketableSecuritiesByProgramAxis
= h_DeferredCompensationPlansMember
Playa Hotels & Resorts B.V. [Member]      
Schedule of Investments [Line Items]      
Option to Redeem Investment in Preferred Shares 125h_OptiontoRedeemInvestmentinPreferredShares
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
   
Preferred Shares [Member] | Playa Hotels & Resorts B.V. [Member]      
Schedule of Investments [Line Items]      
Cost or Amortized Cost of Initial Investment $ 0us-gaap_AvailableForSaleSecuritiesAmortizedCost
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
$ 271us-gaap_AvailableForSaleSecuritiesAmortizedCost
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
 
XML 81 R128.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments And Contingencies (Guarantees And Commitments Narrative) (Details)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2014
Performance Guarantee [Member]
USD ($)
Dec. 31, 2013
Performance Guarantee [Member]
USD ($)
Dec. 31, 2014
Loan, Lease Completion And Repayment Guarantees [Member]
USD ($)
Dec. 31, 2013
Loan, Lease Completion And Repayment Guarantees [Member]
USD ($)
Dec. 31, 2014
Performance Test Clause Guarantee [Member]
USD ($)
Dec. 31, 2013
Performance Test Clause Guarantee [Member]
USD ($)
Dec. 31, 2014
Four Hotels in France [Member]
Dec. 31, 2014
Four Hotels in France [Member]
Performance Guarantee [Member]
USD ($)
Dec. 31, 2014
Four Hotels in France [Member]
Performance Guarantee [Member]
EUR (€)
Dec. 31, 2013
Four Hotels in France [Member]
Performance Guarantee [Member]
USD ($)
Dec. 31, 2012
Four Hotels in France [Member]
Performance Guarantee [Member]
USD ($)
Loss Contingencies [Line Items]                          
Commitment to Loan or Investment $ 250h_CommitmentToLoanOrInvestment                        
Performance Guarantee Initial Term                 7 years        
Performance Guarantee Remaining Term                 5 years 6 months        
Guarantor Obligations, Carrying Value, Total     111us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
129us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
    0us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_PerformanceTestClauseGuaranteeMember
0us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_PerformanceTestClauseGuaranteeMember
  106us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
  123us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
0us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
Guarantor Obligations, Carrying Value, Current     8h_GuarantorObligationsCarryingValueCurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
6h_GuarantorObligationsCarryingValueCurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
                 
Guarantor Obligations, Carrying Value, Noncurrent 110h_GuarantorObligationsCarryingValueNoncurrent 133h_GuarantorObligationsCarryingValueNoncurrent 103h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
123h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
7h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
10h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
             
Guarantor Obligations, Maximum Exposure, Undiscounted     464us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
  243us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
        437us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
362us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
   
Successful Enforcement Of Guarantee Agreements         $ 104h_SuccessfulEnforcementOfGuaranteeAgreements
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
               
EXCEL 82 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G-O;&ED871E9%]"86QA;F-E7U-H965T#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G-O;&ED871E9%]3=&%T96UE;G1S7V]F7T-A M#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G-O;&ED871E9%]3=&%T96UE;G1?;V9? M0VAA;CPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D]R M9V%N:7IA=&EO;CPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/E-U;6UA#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/D5Q=6ET>5]!;F1?0V]S=%]- M971H;V1?26YV97-T;3PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DUA#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/D9A:7)?5F%L=65?365A#I7;W)K5]A;F1?17%U:7!M96YT/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H M965T4V]U#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQE87-E#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5M<&QO>65E7T)E;F5F M:71?4&QA;G,\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/DEN8V]M95]487AE#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/D-O;6UI=&UE;G1S7T%N9%]# M;VYT:6YG96YC:65S/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I% M>&-E;%=O#I% M>&-E;%=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E M;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E%U87)T97)L>5]&:6YA;F-I86Q?26YF;W)M871I;SPO M>#I.86UE/@T*("`@(#QX.E=O6EN9U]!8V-O=3PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U;6UA#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/DUA#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/E!R;W!E#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D%C<75I#I7;W)K#I% M>&-E;%=O#I7;W)K#I%>&-E;%=O#I7;W)K#I7 M;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/E-T;V-K0F%S961?0V]M<&5N#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-E M9VUE;G1?86YD7T=E;V=R87!H:6-?26YF;W)M83$\+W@Z3F%M93X-"B`@("`\ M>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O M#I%>&-E;%=O#I.86UE/E%U87)T97)L>5]&:6YA;F-I86Q?26YF;W)M M871I;S$\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U;6UA#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5Q M=6ET>5]!;F1?0V]S=%]-971H;V1?26YV97-T;3,\+W@Z3F%M93X-"B`@("`\ M>#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D9I;F%N8VEN9U]296-E:79A8FQE#I.86UE/@T*("`@ M(#QX.E=O#I%>&-E M;%=O#I.86UE/D9I;F%N8VEN9U]296-E:79A8FQE M#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/D9I;F%N8VEN9U]296-E:79A8FQE#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/D9I;F%N8VEN9U]296-E:79A M8FQE7-I#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D9I;F%N8VEN9U]296-E:79A8FQE#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D%C<75I#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D%C<75I#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D%C<75I#I7;W)K#I% M>&-E;%=O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D=O;V1W:6QL7T%N9%]) M;G1A;F=I8FQE7T%S#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D=O;V1W:6QL7T%N9%]);G1A;F=I8FQE7T%S#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D=O;V1W:6QL7T%N9%]);G1A;F=I8FQE7T%S#I7;W)K#I%>&-E;%=O#I.86UE/D1E8G1?4V-H961U;&5?;V9?1&5B=%]$971A:6QS/"]X.DYA;64^ M#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D1E8G1?1&5B=%]&;&]A=&EN9U]!=F5R86=E7U)A=#PO>#I. M86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/DQE87-E M#I.86UE/@T*("`@(#QX.E=O M#I7;W)K#I%>&-E;%=O M#I%>&-E M;%=O#I.86UE/DQE87-E#I.86UE/@T*("`@(#QX.E=O'!E;G-E7T1E=&%I;',\+W@Z3F%M93X-"B`@ M("`\>#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D5M<&QO>65E7T)E;F5F:71?4&QA;G-?1&5F:6YE9#PO>#I.86UE M/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D5M<&QO>65E M7T)E;F5F:71?4&QA;G-?5V5I9VAT93PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5M M<&QO>65E7T)E;F5F:71?4&QA;G-?17AP96-T93PO>#I.86UE/@T*("`@(#QX M.E=O#I7;W)K#I%>&-E M;%=O#I% M>&-E;%=O#I.86UE/D5M<&QO>65E7T)E;F5F:71? M4&QA;G-?16UP;&]Y93$\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I. M86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O&5S7TYA#I%>&-E;%=O#I.86UE/DEN8V]M M95]487AE#I.86UE/@T*("`@(#QX.E=O M#I7;W)K#I%>&-E;%=O M&5S7T5F9F5C=&EV95]487A?4F%T/"]X.DYA;64^#0H@("`@ M/'@Z5V]R:W-H965T4V]U#I%>&-E M;%=O#I.86UE/DEN8V]M95]487AE#I.86UE/@T*("`@(#QX.E=OF5D7U1A>%\\+W@Z3F%M93X- M"B`@("`\>#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D-O;6UI=&UE M;G1S7T%N9%]#;VYT:6YG96YC:65S7S,\+W@Z3F%M93X-"B`@("`\>#I7;W)K M#I%>&-E;%=O#I7;W)K M#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E-T M;V-K0F%S961?0V]M<&5N#I.86UE/@T*("`@(#QX M.E=O#I7;W)K#I%>&-E M;%=O#I% M>&-E;%=O#I.86UE/E-T;V-K0F%S961?0V]M<&5N M#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E-T;V-K0F%S961?0V]M<&5N#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E-T;V-K0F%S961?0V]M<&5N#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I. M86UE/E)E;&%T961087)T>5]4#I.86UE/@T* M("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E-E9VUE;G1?86YD M7T=E;V=R87!H:6-?26YF;W)M83(\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O M#I.86UE/E-E9VUE;G1?86YD7T=E;V=R87!H:6-? M26YF;W)M834\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E M;%=O#I% M>&-E;%=O#I.86UE/D5A#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E%U87)T97)L>5]&:6YA;F-I86Q?26YF;W)M871I;S(\ M+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O M#I3='EL97-H965T($A2968],T0B5V]R:W-H965T&-E;"!84"!O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA2!);F9O&-E<'0@4VAA2!2 M96=I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!+97D\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0^1&5C(#,Q+`T*"0DR M,#$T/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^,C`Q-#QS<&%N/CPO'0^,3`M2SQS<&%N/CPO'0^1ED\6UB;VP\+W1D/@T*("`@("`@("`\=&0@8VQA2!796QL+6MN;W=N(%-E87-O;F5D($ES'0^665S/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^3F\\2!#=7)R96YT(%)E<&]R=&EN9R!3=&%T=7,\+W1D/@T*("`@("`@("`\ M=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!#;VUM;VX@4W1O8VLL M(%-H87)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQAF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XS-30\3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R M,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA"`H8F5N M969I="D@97AP96YS92!O9B`D,BP@)#$L(&%N9"`D,2!F;W(@=&AE('EE87)S M(&5N9&5D($1E8V5M8F5R(#,Q+"`R,#$T+"`R,#$S+"!A;F0@,C`Q,BP@2P@;F5T M(&]F('1A>"`H8F5N969I="D@97AP96YS92!O9B`D,2P@)"TL(&%N9"`D+2!F M;W(@=&AE('EE87)S(&5N9&5D($1E8V5M8F5R(#,Q+"`R,#$T+"`R,#$S+"!A M;F0@,C`Q,BP@3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA2!TF5D(&=A:6YS(&]N(&%V86EL86)L92!F;W(@ MF5D('!E;G-I;VX@8V]S="P@=&%X/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B@Q*3QS<&%N/CPOF5D M(&=A:6YS(&]N(&1E#PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$3PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S2!A;F0@97%U:7!M96YT M+"!N970\+W1D/@T*("`@("`@("`\=&0@8VQA"!A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%B;&4\+W1D/@T*("`@("`@("`\=&0@8VQA M'!E;G-E'0^)FYB'0^)FYB MF5D(&%N9"!N;VYE(&]U='-T86YD:6YG(&%S(&]F($1E8V5M8F5R(#,Q M+"`R,#$T(&%N9"`R,#$S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!S=&]C:R!A="!C;W-T+"`S-BPR-S,@3PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQAF5D("AI;B!S:&%R97,I/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ+#`P,"PP,#`L,#`P/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S3X-"CPO:'1M;#X-"@T*+2TM+2TM M/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R M.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q M8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$2`H96%R;FEN9W,I(&QO2!L;W-S97,\+W1D/@T*("`@("`@("`\=&0@8VQAF5D(&=A:6YS(&9R;VT@;W1H97(@;6%R M:V5T86)L92!S96-U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$6UE;G0@;V8@8V%P:71A;"!L96%S92!O8FQI9V%T:6]N/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B@Q.3$I/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E;F1I='5R97,\ M+W1D/@T*("`@("`@("`\=&0@8VQA7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAAF%T:6]N+"!#;VYS;VQI M9&%T:6]N(&%N9"!0'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.SY/4D=!3DE:051)3TX\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z-G!X.W1E>'0M:6YD96YT.C,R<'@[ M9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^2'EA='0@2&]T96QS($-O2`F(S@R,C`[2'EA='0@2&]T M96QS($-O2!S M97)V:6-E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&9U;&P@6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXQ,3,L-#8W/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(')O;VUS('1H6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXR-S4\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(')O;VUS+"!O9B!W:&EC:"`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`@("`\=&%B;&4@8VQA2!O9B!3:6=N:69I M8V%N="!!8V-O=6YT:6YG(%!O;&EC:65S("A.;W1E'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`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`P,#`P,#MT97AT M+61E8V]R871I;VXZ;F]N93L^;V8M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^8V]M<&QE=&EO;B!M M971H;V0N($%S(&$@6QE/3-$=VED=&@Z-SAP>#L@F4Z,3!P M=#L^)B,X,C$Q.R`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%T(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R M871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`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`\+V9O M;G0^/&9O;G0@3II;FAE2`H6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXX/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*2X\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CPO=&%B;&4^/'1A M8FQE(&-E;&QP861D:6YG/3-$,"!C96QLF4Z,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^2!O=7(@8V%P=&EV92!I;G-U2!O M9B`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#3II;FAE2`H6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,34\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z M,3(P)3MF;VYT+7-I>F4Z,3!P=#MP861D:6YG+6QE9G0Z-#)P>#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAEFEL("AS M964@3F]T92`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`F(S$V,#MM:6QL:6]N/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%T($1E8V5M8F5R(#,Q+"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE2!D97!O3II;FAE#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X M,C$R.U=E(&-O;G-O;&ED871E(&5N=&ET:65S('5N9&5R(&]U2!B96YE9FEC:6%R>2!A2`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`P M,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^;W1H97(@:6YC;VUE("AL;W-S M*2P@;F5T/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^+B`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAEF5D(&=A:6YS(&%N M9"!L;W-S97,@87)E(')E<&]R=&5D(&%S('!A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SYA=F%I;&%B;&4M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SYF;W(M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^F5D(&EN(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`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`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`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`Z.'!X.W!A9&1I;F'0M:6YD96YT.C(T<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3&5V96P@ M5&AR964F(S@R,3([1F%I2!O8G-E6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD M96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5V4@=71I;&EZ92!T:&4@ M;6%R:V5T(&%P<')O86-H(&%N9"!I;F-O;64@87!P2!M87)K970@=')A;G-A8W1I;VYS(&EN=F]L=FEN9R!I9&5N=&EC86P@ M;W(@2P@=&AE(&9A:7(@ M=F%L=64@;65A#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6%B;&4@87!P6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^=&5R;2!N871U2!T;R!M871U2X@1F]R(&%D9&ET:6]N86P@:6YF;W)M M871I;VX@86)O=70@9F%I6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXU/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^+B!4:&4@9F%I6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXT/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.R!T:&4@9F%I M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXW/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.R!A;F0@=&AE(&9A:7(@=F%L=64@ M;V8@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SYL;VYG+3PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/G1E3II;FAE M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+CPO9F]N=#X\+V1I=CX\9&EV('-T M>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB M;VQD.SY(>6%T="!';VQD(%!A3II;FAE6%L='D@<')O9W)A;2X@5V4@ M;W!E2!U M2!U6UE;G0@;V8@;W!E2!U#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6%T="!P;W)T M9F]L:6\@;V8@<')O<&5R=&EE2!M96UB97)S M(&-A;B!B92!R961E96UE9"!F;W(@9V]O9',@86YD('-E6%T="!P;W)T9F]L:6\@;V8@<')O<&5R=&EEF4@=&AI'!E;G-E(')E;&%T:6YG('1O('1H92!C;W-TF5D('=H96X@=&AE('!O:6YT M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E M>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5V4@86-T=6%R M:6%L;'D@9&5T97)M:6YE('1H92!E>'!E8W1E9"!F86ER('9A;'5E(&]F('1H M92!F=71U2!B92!R961E96UE9"X@06-T=6%L(&5X<&5N9&ET M=7)E2!D971E2X\+V9O;G0^/"]D:78^/&1I M=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MT M97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!T;W1A;"!A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P M96-T:79E;'DL(&EN8VQU9&EN9R`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&]F M(&-U6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%S(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R M871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'D@*'-E92!. M;W1E(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ M;F]N93L^-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C$P<'0[/BDN($%S(&]F(#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z M(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS M,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!T M;W1A;"!L:6%B:6QI=&EE3II;FAE M3II;FAE2P@:6YC;'5D:6YG(#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[8V]L;W(Z(S`P,#`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`Z,3AP>#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MT97AT+6%L:6=N.FQE M9G0[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SMF;VYT M+7=E:6=H=#IB;VQD.SY!9&]P=&5D($%C8V]U;G1I;F<@4W1A;F1A#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M2`R,#$S+"!T:&4@1FEN M86YC:6%L($%C8V]U;G1I;F<@4W1A;F1A6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE M.FET86QI8SL^3&EA8FEL:71I97,@*%1O<&EC(#0P-2DZ($]B;&EG871I;VYS M(%)E2!! M3II;FAE2!T;R!M96%S=7)E(&]B;&EG871I;VYS(')E2!A6QE/3-$;&EN92UH96EG M:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT M+6EN9&5N=#HS,'!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7-T>6QE.FET86QI8SL^1F]R96EG;B!#=7)R96YC>2!-871T M97)S("A4;W!I8R`X,S`I.B!087)E;G0G2`H82!C;VYS96YS=7,@;V8@=&AE M($9!4T(@16UE65A'0M:6YD96YT M.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@2G5L>2`R,#$S+"!T:&4@ M1D%30B!R96QE87-E9"!!8V-O=6YT:6YG(%-T86YD87)D"!,;W-S+"!O"!#6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!!4U4@,C`Q,RTQ,2!R97%U:7)E69O65A2!I;7!A8W0@;W5R(&-O;G-O M;&ED871E9"!F:6YA;F-I86P@'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P M<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^26X@07!R:6P@,C`Q-"P@=&AE($9!4T(@3II;FAE'!A;F1S('1H92!R97%U:7)E9"!D:7-C;&]S=7)E2!A9&]P M=&EO;B!I2!I2!A#MT M97AT+6%L:6=N.FQE9G0[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE M.FET86QI8SMF;VYT+7=E:6=H=#IB;VQD.SY&=71U'0M86QI9VXZ M;&5F=#MT97AT+6EN9&5N=#HR.'!X.V9O;G0M2`R,#$T+"!T:&4@1D%30B!R96QE87-E9"!!8V-O=6YT:6YG(%-T86YD M87)D6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^05-5(#(P,30M,#D@<')O=FED97,@82!S M:6YG;&4L(&-O;7!R96AE;G-I=F4@65A M2!E=F%L=6%T:6YG('1H92!I;7!A8W0@;V8@861O<'1I M;F<@05-5(#(P,30M,#DN/"]F;VYT/CPO9&EV/CQD:78@'0M:6YD96YT.C(Y<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@2G5N M92`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`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!!;F0@0V]S="!-971H;V0@ M26YV97-T;65N=',@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/CQD:78@6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[=&5X="UI;F1E M;G0Z,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!A M;F0@8V]S="!M971H;V1S+B!4:&5S92!I;G9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$ M96-E;6)E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^ M/&9O;G0@3II;FAE3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN M92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E M.V)O#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC M96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^+"`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`\+V9O;G0^/&9O;G0@3II;FAE'0M:6YD96YT.C!P>#ML:6YE+6AE M:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D M:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V M,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D]W;F5R#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,3,V/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`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`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`N,#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD M96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&9O;&QO=VEN9R!T M86)L97,@<')EF5D(&9I;F%N8VEA;"!I;F9O2!M971H;V0N/"]F;VYT/CPO9&EV/CQD:78@6QE M/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG M:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^-3$Y/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`P,#`P,#MT97AT+61E8V]R871I M;VXZ;F]N93L^)#(X(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE'1E;F1E9"!M86YA9V5M96YT(&%G#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXR,#$T/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`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`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y M-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M M;#L@8VAAF4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY- M05)+151!0DQ%(%-%0U52251)15,\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS M1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z-G!X.W1E>'0M:6YD96YT M.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5V4@:&]L9"!M87)K971A8FQE M('-E8W5R:71I97,@=&\@9G5N9"!C97)T86EN(&]P97)A=&EN9R!P2!T2!L:7%U M:60@86YD('1R86YS<&%R96YT(&-O;6UE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@ M3II;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXQ,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BDL(&-A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXF(S$V M,#L\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[ M9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT M;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`C,#`P,#`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE#MT97AT+6EN9&5N M=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%R92`\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD*#$I M)B,Q-C`[;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXD,R8C,38P.VUI;&QI M;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE M3II;FAE2X@06QS M;R!I;F-L=61E9"!A6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXD,3(F(S$V,#MM:6QL:6]N/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"`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`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V M,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!O=7(@=&]T86P@;6%R:V5T86)L92!S96-U6QE/3-$<&%D9&EN9RUL M969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A M9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SY$96-E;6)E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,C6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/BX@1V%I;G,@;VX@;6%R:V5T86)L92!S96-U6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#(@;6EL M;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#$W(&UI;&QI;VX\ M+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/BP@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^;W1H97(@:6YC;VUE("AL;W-S*2P@;F5T/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^("AS964@3F]T92`\+V9O;G0^/&9O;G0@3II;FAE3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&9O65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/BP@86YD(&%N(&EN65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/BX\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI M;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS M,G!X.V9O;G0M3II;FAE3II;FAE6$@9F]R(')E M9&5E;6%B;&4L(&-O;G9E2!T:6UE('1H M6$N(%1H92!P6%T="!H87,@=&AE M(&]P=&EO;B!T;R!R97%U97-T('1H870@4&QA>6$@2P@=VAI8V@@:7,@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXF(S$V,#L\+V9O M;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[9F]N="US M:7IE.C$P<'0[/CQD:78@'0M M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0O:F%V87-C3X-"B`@("`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`E.V)O#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S0Q/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`E.V)O#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O M;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`[3W1H97(@3V)S97)V86)L928C,38P.TEN<'5T#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB M;VQD.SY3:6=N:69I8V%N="!5;F]B#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!W87,@:6YS:6=N:69I M8V%N="X\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R M,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E M;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'!E8W1E9"!V;VQA=&EL:71Y+"!T97)M+"!R:7-K(&9R964@:6YT M97)E'!E8W1E9"!T97)M+"!D:79I9&5N9"!Y M:65L9"!A;F0@96YT97)P6$@:7,@;F]T('!U M8FQI8VQY('1R861E9"P@=&AE2!A;F0@:&ES M=&]R:6,@=F]L871I;&ET>2!F;W(@:71S('!E97(@9W)O=7`@9F]R(&$@<&5R M:6]D(&5Q=6%L('1O(&]U'!E8W1E9"!T97)M(&]F('1H92!O<'1I;VXN M(%1H92!W96EG:'1E9"!A=F5R86=E(')I6EE;&0@=V%S M(&%S6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`E/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('!E M3II;FAE3II;FAE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ M;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M2!O9B!T:&4@6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@ M,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`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`R,#$S/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^17AP96-T960@=&5R;3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N M9"UC;VQO#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,"XW-2!Y M96%R6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,"XQ.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT M9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-#,N.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS M1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&EV:61E;F0@66EE M;&0\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CQD:78@'0M:6YD96YT.C,P<'@[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^3W5R('9A;'5A=&EO;B!C;VYS:61E2!T6$G6$G#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE'0M9&5C;W)A=&EO;CIN;VYE.R<^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@ M9FEN86YC:6%L(&9O6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!F;W(@ M9G5R=&AE#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!C2!A;F0@;W5R(&YO;G!E65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3`\+V9O;G0^/&9O;G0@3II;FAE3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V M-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$2P@4&QA;G0@86YD($5Q=6EP;65N="!$:7-C;&]S=7)E(%M4 M97AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/&1I M=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M:6YD96YT.C,R<'@[9F]N M="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^4')O<&5R='D@86YD(&5Q=6EP;65N="!A="!C M;W-T(&%S(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R M871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`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`E.V)O M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P M,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^1&5P6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&9O65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,C`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/BP@3II;FAE3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'DL M('=H:6-H(&ES(&YE="!O9B!A8V-U;75L871E9"!D97!R96-I871I;VX@;V8@ M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`Q-#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,C`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`[,S$L(#(P,30\+V9O;G0^/&9O;G0@3II;FAE3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&EN8VQU9&4@9FEN86YC:6YG('!R;W9I9&5D('1O(&-E&5D(')A=&5S(')A;F=I;F<@ M8F5T=V5E;B`\+V9O;G0^/&9O;G0@6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/C4N-24\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$=VED=&@Z-#AP>#L@F4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXF(S@R,C8[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M2!M861E('5P(&]F(&EN9&EV:61U86P@=6YS96-U7!E&-L=61E9"!F6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^5F%C871I;VX@3W=N97)S:&EP($UO3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!W92!S;VQD(&]UF5R;R!A="`\+V9O;G0^/&9O;G0@3II;FAE#MT97AT M+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&%R92!A6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S M='EL93TS1'!A9&1I;F#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M M8F5R)B,Q-C`[,S$L(#(P,30\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`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`R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`P,#`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`P,#`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`E.V)O M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`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`P,#`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`Q-#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/CH\+V9O;G0^ M/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[9F]N="US:7IE M.C$P<'0[/CQD:78@'0M:6YD M96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI M9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY396-U#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SY5;G-E8W5R960@1FEN86YC:6YG/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF M;VYT+7=E:6=H=#IB;VQD.SY4;W1A;#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^ M/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^*#D\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^06QL;W=A;F-E($1E8V5M8F5R M(#,Q+"`R,#$T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#L^*B!/=&AEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT M+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#MW:61T:#HQ,#`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`Q+"`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`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`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+7)I9VAT.C)P>#L@#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^*#,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^06QL;W=A;F-E(&%T($1E8V5M M8F5R(#,Q+"`R,#$S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M65A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&%N9"`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`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[ M/D1E8V5M8F5R)B,Q-C`[,S$L(#(P,30\+V9O;G0^/"]D:78^/"]T9#X\+W1R M/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D=R;W-S($QO86X@0F%L M86YC92`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,SD\+V9O M;G0^/"]D:78^/"]T9#X\=&0@"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,SD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`E.V)O6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY);7!A:7)E M9"!,;V%N#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,SD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`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`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`\+V9O;G0^ M/&9O;G0@6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!A;F0@/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,CPO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!W87,@87,@9F]L;&]W'0M:6YD96YT.C!P>#ML:6YE M+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`[16YD960F(S$V,#M$96-E;6)E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`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`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^1&5C M96UB97(F(S$V,#LS,2P@,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/CH\+V9O;G0^/"]D:78^ M/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P M>#MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/D%N86QY#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R(#,Q M+"`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,SD\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`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`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,3(V/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQD:78@ M'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[ M/D=R96%T97(@=&AA;B`Y,"!$87ES(%!A6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X M,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&%S(&]F(#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P M,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@ M,C`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`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`[3W1H97(@3V)S97)V M86)L928C,38P.TEN<'5T#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY3:6=N:69I8V%N="!5;F]B M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^1FEN86YC:6YG(')E8V5I=F%B;&5S/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,30\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P M.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D M:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`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`H6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#$W(&UI;&QI;VX\ M+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&ES(&1E M9'5C=&EB;&4@9F]R('1A>"!P=7)P;W-E2X@5&AE(&1E9FEN:71E M+6QI=F5D(&EN=&%N9VEB;&5S(')E;&%T92!T;R`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&]F(&%D=F%N8V5D(&)O;VMI;F=S+"!W:&EC M:"!AF5D(&]V97(@82!U3II;FAE3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.T1U65A2`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`E/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&EN=&5R97-T(&%N9"!H860@82`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&EN=F5S=&UE;G0@:6X@=&AE(&5N=&ET>2!W M:&EC:"!O=VYE9"!T:&4@1W)A;F0@2'EA='0@4V%N($%N=&]N:6\@:&]T96P@ M<')I;W(@=&\@86-Q=6ES:71I;VXN($%C8V]R9&EN9VQY+"!W92!A8V-O=6YT M960@9F]R('1H92!I;G9E2!M971H;V0N($1U M65A6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S`E/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&EN=&5R97-T(&EN('1H:7,@96YT:71Y(&9O3II;FAE3II;FAE2!V96YT M=7)E('!R:6]R('1O(&]U3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&QO'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[ M/CQD:78@'0M:6YD96YT.C!P M>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`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`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`C,#`P,#`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI M;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S(R/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^0W5R#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`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`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&]F(&%D=F%N8V5D(&)O;VMI M;F=S('1H870@87)E(&)E:6YG(&%M;W)T:7IE9"!O=F5R(&$@=7-E9G5L(&QI M9F4@;V8@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^,C`@>65A3II;FAE65A3II;FAE2X@ M(%1H92!F86ER('9A;'5E(&%S6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&=O;V1W:6QL+B!792!B96=A;B!M M86YA9VEN9R!T:&ES('!R;W!E6%T="!296=E;F-Y($]R;&%N9&\@=V%S(&1E M2!I;B!A(&QI:V4M M:VEN9"!E>&-H86YG92X\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X M.V9O;G0M&%S("@B5&AE($1R:7-K:6QL(BD@9F]R M(&$@<'5R8VAA2`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`\+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O M<#HQ,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF M;VYT+7-T>6QE.FET86QI8SL^2'EA='0@4F5G96YC>2!-97AI8V\@0VET>3PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B8C.#(Q,CM$=7)I;F<@=&AE('EE87(@96YD960@1&5C96UB M97(@,S$L(#(P,3(L('=E(&%C<75I&EC;R!I;B!O'!A;F0@;W5R('!R97-E;F-E(&EN('1H92!R M96=I;VXN(%1H92!T;W1A;"!P=7)C:&%S92!P2`\+V9O;G0^/&9O;G0@6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^)#$R)B,Q-C`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`C,#`P,#`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%T('1H92!D871E M(&]F(&%C<75I6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.R<^,3<@>65A3II;FAE3II;FAE2P@=&AE(&UA:F]R:71Y(&]F('=H:6-H(')E;&%T97,@=&\@<')O M<&5R='D@86YD(&5Q=6EP;65N="X\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS M1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3AP>#MT97AT+6EN9&5N M=#HS,G!X.V9O;G0M#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6%T="!0 M;&%C92`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`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`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`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M M3II;FAE2P@"!G86EN(&]F(#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B0U-R!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!4:&4@0V]M<&%N M>2!E;G1E#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6%T="!2 M97-I9&5N=&EA;"!'2!I;B!- M875I+"!(87=A:6DL(&%S('=E;&P@87,@82!F=6QL('-E2!F;W(@87!P2`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SL^2'EA M='0L($AY871T(%!L86-E+"!(>6%T="!(;W5S92`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`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2P@"!G86EN(&]F(#PO9F]N=#X\9F]N="!S='EL93TS M1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P M)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SL^06YD87H@4V%V86YN86@\ M+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ07)I86P[9F]N="US:7IE.C$P M<'0[/B`\+V9O;G0^/&9O;G0@3II;FAE&-H86YG92!!9W)E M96UE;G1S(B!B96QO=RX\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`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`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`Z,3)P>#MT97AT M+6EN9&5N=#HS,G!X.V9O;G0M3II;FAEF5D(&$@ M<')E+71A>"!G86EN(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B0R.2!M:6QL:6]N/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^('=H:6-H('=AF5D(&EN(&]T:&5R(&EN8V]M92`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`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`Q M-"!S86QE(&]F('1H92!087)K($AY871T(%=A2X@4'5R&-H M86YG92!A9W)E96UE;G0L('1H92!N970@<')O8V5E9',@;V8@/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#DW(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE2X@1'5R:6YG('1H92!Y M96%R(&5N9&5D($1E8V5M8F5R(#,Q+"`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`Q,R!S86QEB!.87!A+"!(>6%T="!296=E;F-Y($1E;G9E M6%T="!296=E;F-Y(%-A;G1A($-L87)A+"!(>6%T="!&:7-H M97)M86XG2!797-T+"!W92!E;G1E3II;FAE3II;FAE2X@ M1'5R:6YG('1H92!Y96%R(&5N9&5D($1E8V5M8F5R(#,Q+"`R,#$S+"`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`Z,3)P>#MT97AT M+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#(S M(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^9F]U3II;FAE3II;FAE2!W87,@;F]T(&ED M96YT:69I960@:6X@;W)D97(@=&\@8V]M<&QE=&4@=&AE(&5X8VAA;F=E+B`\ M+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D M9&EN9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!A;B!I M;G1E#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#0W(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE2!A;F0@97%U:7!M96YT+"!N970@86YD(#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/B0Q-"!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(')E;&%T960@=&\@9V]O9'=I;&PN M($QI86)I;&ET:65S(&AE;&0@9F]R('-A;&4@=V5R92`\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B`@5&AE('-A;&4@=V%S(&%N;F]U;F-E M9"!I;B!&96)R=6%R>2`R,#$U("AS964@3F]T92`\+V9O;G0^/&9O;G0@3II;FAE7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$F4Z,3!P=#MF;VYT M+7=E:6=H=#IB;VQD.SY'3T]$5TE,3"!!3D0@24Y404Y'24),12!!4U-%5%,\ M+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D M9&EN9RUT;W`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`[86YD($QE87-E M9"!(;W1E;',\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`\+V9O;G0^/"]D:78^/"]T M9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M1V]O9'=I;&P@9&ES<&]S960@;W(@:&5L9"!F;W(@6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#0\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1F]R96EG;B!E>&-H86YG92HJ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#0\+V9O;G0^/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1V]O9'=I M;&PL(&YE=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D M9&EN9STS1#`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`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB M97(F(S$V,#LS,2P@,C`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`P,#`P M,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q M-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[/BP@=V4@8VQA3II;FAE6%T="!296=E;F-Y($EN9&EA;F%P;VQI3II M;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*2X@070@/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$ M96-E;6)E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!O=7(@:6YD969I M;FET92UL:79E9"!B3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^("AS964@3F]T92`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`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^-#`\+V9O;G0^ M/&9O;G0@3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!T;R`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`E.V)O M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`[,S$L M(#(P,30\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3

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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3DQ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^06UOF%T:6]N(&5X<&5N3II;FAE3II;FAE M'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A M8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ M;&5F=#LG/CQT#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.V9O;G0M=V5I9VAT.F)O;&0[/EEE87)S)B,Q-C`[16YD960F(S$V,#M$96-E M;6)E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`E.V)O3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^,C`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`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`\+V9O;G0^ M/&9O;G0@3II;FAE3II;FAE2!N;W0@8F4@65A'0M:6YD96YT.C!P M>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE M(&-E;&QP861D:6YG/3-$,"!C96QL6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0Q,2!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SXR,#$T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR M<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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

'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[=&5X="UI;F1E;G0Z M,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&-O;G-I'0M:6YD96YT.C!P>#ML:6YE M+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP M861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY$96-E;6)E6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^,S0W/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M&5M M<'0@0V]N=')A8W0@4F5V96YU92!%;7!O=V5R;65N="!:;VYE($)O;F1S+"!3 M97)I97,@,C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^-S`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`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`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL M93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,2PS.3`\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE3II M;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`P M.2P@=V4@:7-S=65D(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B0R-3`@;6EL;&EO;CPO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B!O9B`\+V9O;G0^/&9O;G0@3II;FAE M3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^("AT:&4@)B,X,C(P.S(P,34@3F]T M97,F(S@R,C$[*2P@86YD(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B0R-3`@;6EL;&EO;CPO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/B!O9B`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^("AT:&4@)B,X,C(P.S(P,3D@ M3F]T97,F(S@R,C$[*2X@5V4@&EM871E;'D@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&9R;VT@=&AE('-A;&4@;V8@=&AE(#(P,34@3F]T97,@86YD('1H92`R,#$Y M($YO=&5S(&%F=&5R(&1E9'5C=&EN9R!D:7-C;W5N=',@86YD(&]F9F5R:6YG M(&5X<&5N6%B;&4@8GD@=&AE($-O;7!A;GD@;V8@87!P2`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`\+V9O;G0^/&9O;G0@'0M9&5C;W)A=&EO;CIN;VYE.R<^)#0Y-"8C,38P.VUI;&QI;VX\ M+V9O;G0^/&9O;G0@3II;FAE6%B;&4@8GD@=&AE($-O;7!A;GD@ M;V8@87!P2`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`Q,RP@=V4@:7-S=65D(&%N9"!S;VQD(#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/B0S-3`@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!O9B`\+V9O;G0^/&9O M;G0@3II;FAE3II;FAE M3II;FAE3II;FAE3II;FAE2!T:&4@ M0V]M<&%N>2!O9B!A<'!R;WAI;6%T96QY(#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B0S(&UI;&QI M;VX\+V9O;G0^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@=V4@ M86-Q=6ER960@=&AE($AY871T(%)E9V5N8WD@3&]S="!0:6YE3II;FAE M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-RXR-R4\+V9O;G0^/&9O M;G0@3II;FAE2!D871E(&]F($IU;F4@ M-2P@,C`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`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`Q,RP@=V4@8V]M<&QE=&5D(&$@8V%S:"!T96YD97(@;V9F97(@ M*'1H92`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`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`H8BD@=&AE($)R87II;&EA;B!,;VYG(%1E3II;FAEFEL:6%N($QO;F<@5&5R;2!);G1E6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^."XS-"4\+V9O;G0^/&9O;G0@3II M;FAE2!B87-I3I4:6UE M6QE.FYO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!W92!H860@8F]RFEL:6%N(%)E86P@*")"4DPB*2`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S$@;6EL M;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/BP@;W(@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#(W(&UI;&QI;VX\ M+V9O;G0^/&9O;G0@3II;FAE65T(&)E96X@=71I;&EZ960@:6X@8V]N M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-S4@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@;W(@/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#,R M(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S<@;6EL;&EO;CPO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/BP@;W(@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#$V(&UI;&QI;VX\+V9O;G0^ M/&9O;G0@3II;FAE65T(&)E96X@=71I;&EZ960@:6X@8V]N#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#$N-2!B:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-E;FEO6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY,24)/4BT\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#(P-2!M:6QL:6]N/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&]N('1H92!R979O;'9I;F<@8W)E9&ET(&9A8VEL:71Y+B!!6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!T:&4@:6YT97)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^3$E"3U(\+V9O;G0^/&9O;G0@3II;FAE M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&]F(#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P M,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^,"XQ-S$E/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!P;'5S(#PO9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE M6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!O3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXD.2!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^1&5C M96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!W87,@/"]F;VYT/CQF M;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.R<^)#$N-28C,38P.V)I;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ M,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE M($-O;7!A;GD@86QS;R!H87,@82!T;W1A;"!O9B`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&]F(&QE M='1E6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E M;'DN("`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R M,"4[<&%D9&EN9RUT;W`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`Q-#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/BX\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R M,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2X@36%R:V5T(&EN<'5T3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^=&5R M;2!D96)T(&EN7!E6QE/3-$;&EN92UH96EG:'0Z M,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ8V5N=&5R.W1E>'0M M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C M96QL6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY!#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`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`[3W1H97(@ M3V)S97)V86)L928C,38P.TEN<'5T#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`Q.3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6UE;G1S M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M M7!R97-S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.T1U6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^='=E;'9E/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&UO;G1H3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!W92!E>&5R8VES960@;W5R(&]P=&EO;B!T;R!P=7)C:&%S92!T:&4@2'EA M='0@4F5G96YC>2!'7!R97-S(&9O3II;FAE3II;FAE M3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.SY#;W)P;W)A=&4@3V9F:6-E(%-P86-E/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.T1U M65A6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V M,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,CPO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@=V4@ M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&=A:6XL(')E2P@&ES=&EN9R!M87-T97(@;&5A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SYO=&AE3II;FAE6EN9R`\+V9O;G0^/&9O;G0@3II;FAE6%T="!#96YT97(@86YD('1O=&%L(&UI;FEM=6T@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%R92`\+V9O;G0^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/BP@:6X@86YT:6-I<&%T:6]N(&]F('1H92!E>'!I3II;FAE2!O M9B!R96YT(&5X<&5N6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N M=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW M:61T:#HQ,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA65E($)E;F5F:70@4&QA;G,\8G(^/"]S=')O;F<^ M/"]T:#X-"B`@("`@("`@/'1H(&-L87-S/3-$=&@@8V]L'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65E($)E;F5F:70@4&QA;G,@6U1E>'0@0FQO8VM= M/"]T9#X-"B`@("`@("`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`E.V)O#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.V)A M8VMG#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^0F5N M969I="!O8FQI9V%T:6]N)B,X,C$R.V5N9"!O9B!Y96%R/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`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`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^1G5N9&5D('-T871U65A#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*#$X/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#$Y/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`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`Z,3)P M>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II M;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF M;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`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`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`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`[,S$L/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^,C`Q-3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R M;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^,C`Q-CPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL93TS1'9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0Q,2!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ M<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E M:6=H=#IB;VQD.SY%;7!L;WEE92!3=&]C:R!0=7)C:&%S92!06QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,X,C$R.TEN(#(P,3`L('1H92!#;VUP86YY)B,X,C$W.W,@ M6%T="!(;W1E;',@0V]R<&]R M871I;VX@16UP;&]Y964@4W1O8VL@4'5R8VAA2!U M;F1E65E2!T;R!P=7)C:&%S92!S:&%R97,@;V8@=&AE M($-O;7!A;GDF(S@R,3<[3II;FAE M3II;FAE7)O;&P@9'5R:6YG('1H92!Q=6%R=&5R(&%N M9"!T:&4@86-T=6%L('!U6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXQ+#`P,"PP,#`\+V9O;G0^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYN;VXM/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^8V]M<&5N6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^('-H87)E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXW,2PP,#`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P M)3MP861D:6YG+71O<#HV<'@[=&5X="UA;&EG;CIL969T.W1E>'0M:6YD96YT M.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY- M=6QT:2U%;7!L;WEE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.T-E'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[ M<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`Q-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ MF4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.VQI;F4M:&5I9VAT M.C$R,"4[9F]N="US:7IE.C=P=#XH,2D\+W-U<#X\+V9O;G0^/"]D:78^/"]T M9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ M3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ=&]P.VQI;F4M:&5I9VAT.C$R,"4[9F]N="US:7IE M.C=P=#XH,BD\+W-U<#X\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`@F4Z-W!T/B@R*3PO#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#$I($%S(&]F($IA;G5A6QE/3-$;&EN92UH96EG:'0Z,3(P)3MT97AT+6%L:6=N.FQE9G0[ M=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2`Q+"`R,#$S/"]F;VYT/CPO9&EV/CQD:78@#MT97AT+6%L:6=N.FQE M9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2P@26YC+B!096YS:6]N($9U;F0N($]U65E M('=A9V5S(&%S(&1I8W1A=&5D(&)Y('1H92!C;VQL96-T:79E(&)A#MT97AT+6%L M:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE65E('=A9V5S M(&%S(&1I8W1A=&5D(&)Y('1H92!C;VQL96-T:79E(&)A2X@3W5R(&-O;G1R:6)U=&EO;G,@9&ED(&YO="!E>&-E960@-24@ M;V8@=&AE('1O=&%L(&-O;G1R:6)U=&EO;G,@=&\@=&AE('!E;G-I;VX@9G5N M9"!I;B`R,#$S(&]R(#(P,3(N($%T('1H92!D871E('1H97-E(&9I;F%N8VEA M;"!S=&%T96UE;G1S('=E#MT97AT+6%L:6=N.FQE9G0[=&5X M="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE65R($AE86QT:"!0;&%N65E2!U;FEO M;B!S<&]N6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#$P(&UI;&QI;VX\+V9O M;G0^/&9O;G0@3II;FAE2X\+V9O;G0^/"]D:78^/"]D:78^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@ M(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY M,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAAF4Z,3!P M=#MF;VYT+7=E:6=H=#IB;VQD.SY/5$A%4B!,3TY'+51%4DT@3$E!0DE,251) M15,\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[ M<&%D9&EN9RUT;W`Z-G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P M<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^3W1H97(@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SYL;VYG+3PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/G1E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II M;FAE'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ8V5N=&5R.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M&5S("AS964@3F]T M92`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`C,#`P,#`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`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA"!$:7-C;&]S=7)E(%M!8G-T"!$:7-C;&]S M=7)E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/CQD:78@'0M:6YD96YT.C,P<'@[9F]N M="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^3W5R('1A>"!P&5S(&9O65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,C`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A'0M M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M M86QI9VXZ;&5F=#LG/CQT6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R M;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`C,#`P M,#`P.V)A8VMG'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#4W/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`C M,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^5&]T86P@1&5F97)R960\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HQ<'@@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-C4\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M'0M86QI9VXZF4Z,3!P=#L^,3$V/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`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`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S4N,#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,"XR/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-S4N-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#`N-#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`P,#`[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(')E;&%T:6YG('1O(&-H86YG97,@;V8@&5D(&%T(')A=&5S(&QO=V5R('1H86X@=&AE(%4N4RX@'0M:6YD M96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^4VEG;FEF:6-A;G0@:71E M;7,@=&AA="!A9F9E8W0@=&AE(#(P,3(@=&%X(')A=&4@:6YC;'5D960@82!B M96YE9FET(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/B0R-B!M:6QL:6]N/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(')E;&%T960@=&\@=&AE(')E8V]G;FET:6]N(&]F(&9O6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&EN(')E65A3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&9R;VT@82!R961U8W1I M;VX@:6X@"!R871E6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#8@;6EL;&EO;CPO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B`H:6YC;'5D:6YG(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B0T(&UI;&QI;VX\+V9O;G0^ M/&9O;G0@3II;FAE"!A=61I=',@87,@=V5L;"!A(&)E;F5F:70@;V8@/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#8@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B`H:6YC;'5D:6YG(#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B0S(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE2!A('!R;W9I3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(')E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&EN=&5R97-T(&%N9"!P96YA;'1I97,I(&9O"!A3II;FAE3II;FAE'0M:6YD M96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI M9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SXR,#$T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^*#$U/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*#(Q/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^5&]T86P@9&5F97)R960@=&%X(&%S6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*#$T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`C,#`P M,#`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`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C8\+V9O;G0^/"]D M:78^/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,3$\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1&5F97)R960@=&%X(&%S6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,34T/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/BP@=V4@:&%V92`\+V9O;G0^/&9O;G0@3II;FAE"D@;V8@9G5T=7)E('1A>"!B96YE9FET M3II M;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#D@;6EL;&EO;CPO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/B!O9B!T:&5S92!N970@;W!E2!F;W)E:6=N+"!H879E(&YO(&5X<&ER871I;VX@9&%T M92!A;F0@;6%Y(&)E(&-A6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D M:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,'!X M.V9O;G0M2!T:&%N(&YO M="!T:&%T('=E('=I;&P@8F4@=6YA8FQE('1O(')E86QI>F4@=&AE#MT97AT+6%L:6=N.FQE9G0[=&5X M="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#4S(&UI;&QI;VX\+V9O M;G0^/&9O;G0@3II;FAE2P@;V8@=VAI8V@@/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#(P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'DL('=O=6QD(&EM<&%C M="!T:&4@969F96-T:79E('1A>"!R871E(&EF(')E8V]G;FEZ960N($ET(&ES M(')E87-O;F%B;'D@<&]S3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&]F('5N'0M:6YD96YT.C,P<'@[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^02!R96-O;F-I;&EA=&EO;B!O9B!T:&4@8F5G:6YN:6YG M(&%N9"!E;F1I;F<@86UO=6YT(&]F('5N'0M:6YD96YT.C!P>#ML M:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE#MT97AT+6%L M:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE2!R96QA=&5S('1O(&$@9&5C6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#$P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE2!A;B!I;F-R96%S92!O9B`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#0V(&UI;&QI;VX\+V9O;G0^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@ M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,C`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@'0M:6YD96YT.C,P M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&%M;W5N="!O9B!I;G1E'!E;G-E(&EN(#(P,30@=V%S(&$@8F5N969I="!O9B`\ M+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B`@5&AI6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(')E'!I M3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ M,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O;G0MF5D(&%S(&$@8V]M<&]N96YT(&]F(&EN8V]M92!T87@@ M97AP96YS92!I;B`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`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL M>3I4:6UE6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!C;W5R6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB M;VQD.SY#;VUM:71M96YT3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXD,C4P)B,Q-C`[;6EL;&EO;CPO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@ M;F5T(&]F(&%N>2!R96QA=&5D(&QE='1E6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD M96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.SY097)F;W)M86YC92!'=6%R86YT965S/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.T-E M2!O=VYEF4@:6YT;R!I;F-O;64@=7-I;F<@82!S>7-T96UA M=&EC(&%N9"!R871I;VYA;"!R:7-K+6)A2P@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,CPO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/BX@/"]F;VYT/CPO9&EV/CQD:78@'0M:6YD M96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3W5R(&UO'!O6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,S8T.S,V M,B!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^("@\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BD@ M'0M:6YD96YT.C,R M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5V4@:&%D('1O=&%L(&=U87)A;G1E M92!L:6%B:6QI=&EE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&%N9"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`Q/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,3(S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6UE;G1S('1O(&-E2!H879E('1H92!O<'1I;VX@=&\@=&5R;6EN871E('1H92!M86YA9V5M M96YT(&-O;G1R86-T+B!!3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SY02!$97-C#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.#8\+V9O;G0^/"]D M:78^/"]T9#X\=&0@"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,SPO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE2!I;B!(87=A:6D\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@ M'0M86QI9VXZF4Z,3!P=#L^,S`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C0S/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)A8VMG"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"!R97-P96-T:79E;'DL(&%N9"!A'!E;G-E3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#4S(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^+"!S=&%N9&)Y(&QE='1E3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&AA9"!B965N(&ES M2!U#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.T%T($1E8V5M M8F5R(#,Q+"`R,#$T+"!A<'!R;WAI;6%T96QY(#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/C(T)3PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!O9B!O=7(@52Y3+B!B87-E9"!E;7!L;WEE97,@=V5R92!C M;W9E2!R871E M2P@;&%B;W(@2X\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I M9VAT.C$R,"4[<&%D9&EN9RUT;W`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`P,#`P,#MT97AT+61E8V]R871I;VXZ M;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!T;W1A M;&5D(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ M;F]N93L^)#8U)B,Q-C`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`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M3I4:6UE3II;FAE M2!B=7-I;F5S M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&]F(&]U&EM871E;'D@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-33II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&]F('1H92!T;W1A;"!V;W1I;F<@<&]W97(@;V8@;W5R(&]U='-T86YD M:6YG(&-O;6UO;B!S=&]C:RX@07,@82!R97-U;'0L(&-O;G-IFME2!O=VX@;&5SFME6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&]F(&]U&EM871E;'D@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,38N."4\+V9O;G0^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&]F('1H92!T;W1A;"!V;W1I M;F<@<&]W97(@;V8@;W5R(&]U='-T86YD:6YG(&-O;6UO;B!S=&]C:RX@4'5R M'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H M=#IB;VQD.SY3:&%R92!297!U6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.R!$ M=7)I;F<@,C`Q-"!A;F0@,C`Q,RP@;W5R(&)O87)D(&]F(&1IF5D('1H92!R97!U6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/B0T,#`@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@2=S(&-O;6UO;B!S=&]C:RX@5&AE2=S('-O;&4@9&ES8W)E=&EO;BXF(S$V M,#L@5&AE(&-O;6UO;B!S=&]C:R!R97!U'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1'5R M:6YG(#(P,30@86YD(#(P,3,L('1H92!#;VUP86YY(')E<'5R8VAA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/C8L-C`T+#6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#4W+C6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M('!E6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/B0R-S4@;6EL;&EO M;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[/BP@&-L=61I;F<@'!E;G-E3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^>65A6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`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`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^ M1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'DN/"]F;VYT/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H M=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG M/3-$,"!C96QL#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE2`Q+"`R,#$T/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-U#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY!;6]U;G0@4F5C;&%S6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#@V M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*#8X/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H=#HR<'@[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`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`P,#`[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H M=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE2`Q+"`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8W/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8X/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F5D('=I=&AI M;B!E<75I='D@96%R;FEN9W,@*&QO2!V96YT=7)E'0O:F%V87-C3X-"B`@("`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P M>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@8V]L6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY996%R#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,30\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;6]U;G1E9"!T;R`\+V9O;G0^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#$S M(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE M2P@;V8@=VAI8V@@ M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#(R(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M'!E8W1E9"!I;F-O;64@=&%X(&)E;F5F:70@=&\@ M8F4@65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE/3-$;&EN92UH96EG:'0Z M,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0Q,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^4&5R9F]R;6%N8V4@=F5S=&5D(')E#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,CPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,S(W+#,P-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C(N-3<\+V9O M;G0^/"]D:78^/"]T9#X\=&0@"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)2!A;FYU86QL>3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^36%R8V@@,C`Q-3PO9F]N=#X\+V1I M=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^36%R8V@@,C`Q,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^36%R M8V@@,C`Q-SPO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS M1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^36%R8V@@,C`Q,CPO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^-#`U+#@W-SPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SY38VAO;&5S+3PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/DUE3II;FAE3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXF(S$V,#L\+V9O M;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[9F]N="US M:7IE.C$P<'0[/CQD:78@'0M M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M M86QI9VXZ;&5F=#LG/CQT6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`P,#`P,#MT97AT+61E8V]R M871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/BX\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[ M<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M&-E<'1I;VX@;V8@/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^:6YS:6=N:69I8V%N=#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!P;W)T:6]N2!V97-T960@;W(@;W1H97)W:7-E(&%S('!R;W9I M9&5D(&EN('1H92!R96QE=F%N="!A9W)E96UE;G1S+"!W:&EL92!A;&P@87=A M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^+"!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.CPO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL969T.C!P>#MT M97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MW:61T:#HQ,#`E.V)O6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SY686QU93PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD M:78@F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#MF;VYT+7=E:6=H=#IB;VQD.SY4;W1A;"8C,38P.U9A;'5E("AI;B8C,38P M.VUI;&QI;VYS*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`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`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`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`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`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`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`R,#$R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#0T+#`U.3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`E.V)O#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAEF4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY5;FET#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY796EG M:'1E9"8C,38P.T%V97)A9V4@1W)A;G0@1&%T92!&86ER(%9A;'5E("AI;B!W M:&]L92!D;VQL87)S*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S M='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#L@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PR-#0L-#6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1W)A M;G1E9#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^5F5S=&5D/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^1F]R9F5I=&5D(&]R(&-A;F-E;&5D/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O M;G0M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,CPO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/CH\+V9O;G0^/"]D M:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z M,3)P>#MT97AT+6%L:6=N.FQE9G0[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE M:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D M:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG M+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,R!Y96%R#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^2F%N=6%R>2`Q+"`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`Y+#4V.3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^3W5R('1O=&%L('5N96%R;F5D(&-O;7!E;G-A=&EO;B!F;W(@;W5R M(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE'1E;F1I;F<@=&\@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYS:7@@ M>65A3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[ M;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ M,#`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`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A M9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`\+V9O;G0^/"]D M:78^/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&1U65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SY$96-E;6)E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O M;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE3II;FAE2X@07,@;V8@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&EN(')E8V5I=F%B;&5S(&1U92!F2X\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I M9VAT.C$R,"4[<&%D9&EN9RUT;W`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`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`@("`\=&%B;&4@8VQAF4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY314=-14Y4($%.1"!'14]'4D%02$E# M($E.1D]234%424]./"]F;VYT/CPO9&EV/CQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M2!A;F0@9F]R('=H:6-H(&1I3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,CPO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B!R969L96-T('1H92!S96=M96YT('-TF%T:6]N(&9O;&QO=VEN9R!O=7(@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&AA=F4@8F5E;B!R96-A M6QE/3-$ M=VED=&@Z-#AP>#L@6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SMF;VYT M+7=E:6=H=#IB;VQD.SY/=VYE9"!A;F0@3&5A6QE/3-$=VED=&@Z-#AP>#L@F4Z M,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MF;VYT+7-T>6QE.FET86QI8SMF;VYT+7=E:6=H=#IB;VQD.SY!;65R:6-A M6QE/3-$=VED=&@Z-#AP>#L@F4Z,3!P=#L^ M)B,X,C(V.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#MF;VYT M+7-T>6QE.FET86QI8SMF;VYT+7=E:6=H=#IB;VQD.SY!4U!!0R!-86YA9V5M M96YT(&%N9"!&2!O=VYE28C M.#(Q-SMS(&]W;F5D(&AO=&5L#MF;VYT+69A;6EL>3I4:6UE6QE/3-$=F5R M=&EC86PM86QI9VXZ=&]P(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M3II;FAE2!F28C.#(Q-SMS(&]W;F5D(&AO=&5L#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYP6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M2!V96YT M=7)E2!E87)N:6YG3II;FAE3II M;FAE3II;FAEF%T M:6]N.R!I;G1E'!E;G-E.R!A;F0@<')O=FES:6]N(&9O#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'!E;G-E2!F;W(@=&AE('!E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^8G)A;F1E9"!C3II;FAE6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL M93TS1'!A9&1I;F6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E M:6=H=#IB;VQD.SXH:6X@;6EL;&EO;G,I/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.#8\+V9O;G0^/"]D:78^/"]T M9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^061J=7-T960@14))5$1!/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C4S/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C,S/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^,3DY/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S0U M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT M+7=E:6=H=#IB;VQD.SY43U1!3#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C M,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^06QL($9O#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-"PX-S$\+V9O;G0^/"]D:78^/"]T9#X\=&0@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2PT,#D\+V9O M;G0^/"]D:78^/"]T9#X\=&0@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II M;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXF(S$V,#L\+V9O M;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[9F]N="US M:7IE.C$P<'0[/CQD:78@'0M M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(&-O M;'-P86X],T0Q/CQD:78@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/EEE87)S)B,Q-C`[16YD960F(S$V M,#M$96-E;6)E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E M:6=H=#IB;VQD.SXV.#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ MF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^3W1H97(@:6YC;VUE("AL;W-S*2P@;F5T/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C M,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF M;VYT+7=E:6=H=#IB;VQD.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H M=#IB;VQD.SXX.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M'1087)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y M,@T*0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R,SDY,U]B,S%B M7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP M<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T M:#HQ,#`E.V)O#MP861D:6YG+7)I9VAT.C)P>#L@8V]L'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`U/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@ M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S0T/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,38U+#`Q-RPT.#4\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZF4Z,3!P=#L^,2PR,3,L.30Q/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,BXR-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,"XU M,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&-O;7!U=&%T:6]N65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SY$96-E;6)E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`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`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`\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZF4Z,3!P=#L^,3,L,C`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`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`@("`\=&%B;&4@8VQAF4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY/5$A%4B!)3D-/344@*$Q/4U,I M+"!.150\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R M,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!I;G1E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/BD@86YD(&-O6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE3H\ M+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D M9&EN9RUT;W`Z,3)P>#MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A M9&1I;F6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@8V]LF4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD M.SY&;W(F(S$V,#MT:&4F(S$V,#MY96%R#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C,\+V9O;G0^/"]D M:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0MF%T:6]N("A.;W1E(#$U M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M0V]S="!M971H;V0@:6YV97-T;65N="!I;F-O;64@*$YO=&4@,RD\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@8V]L#L@ M'0M86QI9VXZF4Z,3!P=#L^,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A M8VMG"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXI/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXD/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXW/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\ M9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/CQD:78@#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,C1P M>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE2`R,#$U+"!W92!A M;FYO=6YC960@=&AA="!A($AY871T(&%F9FEL:6%T92!S;VQD('1H92!(>6%T M="!296=E;F-Y($EN9&EA;F%P;VQI2`\+V9O M;G0^/&9O;G0@3II;FAE'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`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`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG M/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&;W(@=&AE('1H#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF M;VYT+7=E:6=H=#IB;VQD.SY397!T96UB97(F(S$V,#LS,"P@,C`Q-#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY*=6YE M)B,Q-C`[,S`L(#(P,30\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`Q,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E M:6=H=#IB;VQD.SY-87)C:"8C,38P.S,Q+"`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE'!E;G-E#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PP M-#`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZF4Z,3!P=#L^.#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MB;W)D97(M=&]P.C-P M>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`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`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`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`Q-#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B!I;F-L=61E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#$P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE3II;FAE2!A;F0@97%U:7!M96YT+"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(')E;&%T97,@=&\@:6YT86YG:6)L97,L(&%N9"`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`@("`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`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`E.V)O#MP861D:6YG M+7)I9VAT.C)P>#MB;W)D97(M;&5F=#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-O;'5M;B8C,38P M.T$\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-O;'5M;B8C,38P.T(\+V9O M;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-O;'5M;B8C,38P.T,\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/D-O;'5M;B!$/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)O6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE M#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+6QE9G0Z M,7!X('-O;&ED(",P,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/D)A;&%N8V4F(S$V,#MA="8C,38P.T5N9"!O9B!097)I;V0\+V9O M;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+6QE9G0Z,7!X('-O;&ED(",P,#`P M,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY996%R($5N9&5D M($1E8V5M8F5R(#,Q+"`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`C,#`P,#`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[8F]R9&5R+6QE9G0Z,7!X('-O;&ED(",P,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$)W9E#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+6QE9G0Z M,7!X('-O;&ED(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M"!A#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^,3$\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^,3$\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$)W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F"!S;VQI9"`C,#`P,#`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`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`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^*#$\+V9O;G0^/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+6QE9G0Z,7!X('-O;&ED(",P M,#`P,#`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`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M;&5F=#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5')A9&4@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M"!A#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;FF4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*#8R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,C(\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE3II;FAE7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$2!497AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6%T="!(;W1E;',@0V]R<&]R871I;VX@86YD(&ET2!O=VYE9"!A;F0@8V]N=')O;&QE9"!S=6)S:61I87)I97,N($%L;"!I;G1E M2!497AT($)L;V-K73PO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/&1I=B!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E M>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H M=#IB;VQD.SY56QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.U=E M(&%R92!R97%U:7)E9"!T;R!M86ME(&5S=&EM871E2!F'0@0FQO M8VM=/"]T9#X-"B`@("`@("`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`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!L:7%U:60@:6YV97-T;65N=',@<'5R8VAA2!497AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY297-T3II;FAE3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&%T(#PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P M,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`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`\+V9O;G0^/&9O;G0@3II;FAE M2`H6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXX/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^*2X\+V9O;G0^/"]D:78^/"]T9#X\+W1R M/CPO=&%B;&4^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL6QE/3-$ M=VED=&@Z-C!P>#L@6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^2!O=7(@8V%P=&EV92!I;G-U2!O9B`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#3II;FAE2`H6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,34\+V9O;G0^ M/&9O;G0@3II;FAE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#MP861D:6YG+6QE9G0Z M-#)P>#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ=&]P.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAEFEL("AS964@3F]T92`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`F(S$V,#MM:6QL M:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`\+V9O;G0^/&9O;G0@ M3II;FAE3II;FAE2!D97!O3II M;FAE2!497AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY);G9E2!W M:&\@:&%S('1H92!P;W=E2!I;7!A8W0@=&AE(&5N=&ET>28C.#(Q-SMS(&5C;VYO M;6EC('!E2!M971H;V0N($EN(&%D9&ET:6]N M+"!O=7(@;&EM:71E9"!P87)T;F5R#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE'1E;G0@;V8@=&AE M(&1E8VQI;F4L(&QO2!T M;R!R96-O=F5R('1H92!L;W-T('9A;'5E(&%N9"!C=7)R96YT(&5C;VYO;6EC M(&-O;F1I=&EO;G,N($EM<&%I2!A2!V M96YT=7)E'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^;W1H97(@ M:6YC;VUE("AL;W-S*2P@;F5T/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B`\+V9O;G0^/&9O;G0@ M3II;FAE3II;FAE3II;FAEF5D(&=A:6YS(&%N9"!L;W-S97,@87)E(')E<&]R=&5D(&%S('!A6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SYA=F%I;&%B;&4M/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYF;W(M/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^F5D(&EN(#PO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L M;W(Z(S`P,#`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`@("`@("`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`@("`@("`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`\+V9O;G0^/&9O;G0@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"!N;R!I;G1E7,@<&%S="!D=64N($9O65A6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X M.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^268@82!F M:6YA;F-I;F<@3II;FAE2!R96-O9VYI M>F4@:6YT97)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M86-C2!4 M97AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/&1I M=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D M:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[ M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY);G9E;G1O3II;FAE M3II;FAE3II;FAE M2!W87,@8V%R6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYF:7)S M="T\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYF:7)S="T\+V9O;G0^/&9O;G0@3II;FAE2!497AT($)L;V-K73PO=&0^#0H@("`@("`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`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`@("`@("`@/'1D(&-L M87-S/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^;&EV960@87-S971S(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6EN9R!A;6]U;G0@;V8@82`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M;&EV960@87-S970@;W(@9&5F:6YI=&4M;&EV960@:6YT86YG:6)L92!M87D@ M;F]T(&)E(')E8V]V97)A8FQE+B!)9B!T:&4@97AP96-T960@=6YD:7-C;W5N M=&5D(&9U='5R92!C87-H(&9L;W=S(&%R92!L97-S('1H86X@=&AE(&YE="!B M;V]K('9A;'5E(&]F('1H92!A&-E7!E(&]F(&%S3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M;&EV960@87-S971S(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE2!497AT($)L;V-K73PO=&0^#0H@("`@("`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`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M M2!I;G9E2!F;W(@=&AE(&9A:7(@=F%L=64@;V8@=&AE7-T M96UA=&EC(&%N9"!R871I;VYA;"P@F5D(&EN=&\@:6YC;VUE M(&EN(&]T:&5R(&EN8V]M92`H;&]S'1E;G0@=V4@9&5T97)M:6YE(&%N(&]B;&EG871I;VX@=&\@9G5N M9"!U;F1E2!E87)N:6YG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^+CPO9F]N=#X\+V1I=CX\+V1I=CX\#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!C;VUP87)I;F<@=&AE M(&9A:7(@=F%L=64@;V8@82!R97!OF5D(&]N;'D@=VAE65A3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SYL;VYG+3PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/G1E2X@5&AE(&1E=&5R;6EN871I;VX@;V8@;W5R(&EM<&QI960@9F%I2!O<&5R871E+"!A;F0@;W5R(&]V M97)A;&P@:VYO=VQE9&=E(&]F('1H92!H;W-P:71A;&ET>2!I;F1U2X@ M(%-E92!.;W1E(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#LG/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE"!A2!T87AI;F<@875T:&]R:71I97,N(%1H97-E(&5S=&EM871E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXQ-#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BX\+V9O;G0^ M/"]D:78^/"]D:78^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXQ,#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BX\+V9O;G0^/"]D:78^/"]D:78^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$6%T="!';VQD(%!A2!497AT($)L;V-K M73PO=&0^#0H@("`@("`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`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6UE;G1S(&9R;VT@=&AE('!R M;W!E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!T;W1A M;"!A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^+"!R97-P96-T:79E;'DL(&EN8VQU9&EN9R`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&]F(&-U3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&%S(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT M97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E M;'D@*'-E92!.;W1E(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E M8V]R871I;VXZ;F]N93L^-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BDN($%S(&]F(#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB M97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"!T;W1A;"!L:6%B:6QI=&EE3II;FAE3II;FAE M2P@:6YC;'5D:6YG M(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0@0FQO8VM=/"]T9#X-"B`@("`@ M("`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`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!A;F0@/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,C`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`@("`@ M(#QT9"!C;&%S'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4 M:6UE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[=&5X="UA;&EG;CIL M969T.W1E>'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@ M1F5B&5D(&%T M('1H92!297!O6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!!4U4@ M,C`Q,RTP-"!R97%U:7)E&5D(&%T('1H92!R97!O2!O;B!T:&4@8F%S:7,@;V8@:71S(&%R2!497AT($)L;V-K73PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MF;VYT+7-T>6QE.FET86QI8SL^1F]R96EG;B!#=7)R96YC>2!-871T97)S M("A4;W!I8R`X,S`I.B!087)E;G0G2`H82!C;VYS96YS=7,@;V8@=&AE($9! M4T(@16UE65A&5S M(%M0;VQI8WD@5&5X="!";&]C:UT\+W1D/@T*("`@("`@("`\=&0@8VQA#MT97AT+6%L:6=N.FQE9G0[=&5X="UI M;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MF;VYT+7-T>6QE.FET86QI8SL^26YC;VUE(%1A>&5S("A4;W!I8R`W-#`I M.B!0F5D(%1A>"!"96YE9FET M(%=H96X@82!.970@3W!E3II;FAE2!T;R!P69O'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL M>3I4:6UE6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI M9VXZ;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SL^4')E2P@4&QA;G0L(&%N9"!%<75I<&UE;G0@*%1O<&EC(#,V,"DZ(%)E M<&]R=&EN9R!$:7-C;VYT:6YU960@3W!E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^+B!!4U4@,C`Q-"TP."!C:&%N9V5S('1H92!R97%U:7)E;65N M=',@9F]R(')E<&]R=&EN9R!D:7-C;VYT:6YU960@;W!E65A'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MT97AT+6%L:6=N.FQE9G0[=&5X="UI M;F1E;G0Z,CAP>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE2!I'0^/&1I=B!S='EL93TS1"=F;VYT+69A M;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HR.7!X.V9O;G0M3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^05-5(#(P,30M,3`@'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE2!T;R!#;VYT:6YU M92!A6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^05-5(#(P M,30M,34@<')O=FED97,@9W5I9&%N8V4@'1087)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y M,@T*0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R,SDY,U]B,S%B M7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2!O9B!3:6=N:69I8V%N="!!8V-O=6YT:6YG(%!O;&EC:65S("A486)L97,I M/&)R/CPO'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2P@4&QA M;G0@86YD($5Q=6EP;65N="!;5&%B;&4@5&5X="!";&]C:UT\+W1D/@T*("`@ M("`@("`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`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!!;F0@0V]S="!-971H;V0@26YV97-T M;65N=',@6T%B'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,S(Y/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M2!-971H;V0@26YV97-T;65N=',@6U1A M8FQE(%1E>'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^4&QA>6$@2&]T96QS("9A;7`[(%)E#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S0\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^-#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^4F5N86ES#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZF4Z,3!P=#L^-#`N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,S(P/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^ M/&1I=B!S='EL93TS1'!A9&1I;F6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@8V]L'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0Q,2!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ M<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A M8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ M;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@8V]L'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`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`@("`\+W1R/@T*("`@("`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`E.V)O#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY$96-E M;6)E6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`C,#`P M,#`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`C,#`P,#`P.W!A M9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#4Y/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-C(U/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C M96QL'0M86QI9VXZ;&5F=#LG/CQT6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF M;VYT+7=E:6=H=#IB;VQD.SXR,#$T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\ M+W1R/CQT#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2`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`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`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO9&EV/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!W92!H860@=&AE(&9O;&QO M=VEN9R!F:6YA;F-I86P@87-S971S(&%N9"!L:6%B:6QI=&EE3II;FAE3II;FAE'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M26YT97)E2!M87)K970@9G5N9',\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZF4Z,3!P=#L^-S`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^,3,P/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^,S,T/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,C6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^,S`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1&5R:79A=&EV92!I;G-T#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T'0^/&1I=B!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E M>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M2!O9B!T:&4@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F M(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`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`R,#$S/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^17AP96-T960@=&5R;3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F%C:V=R;W5N9"UC;VQO#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,"XW-2!Y96%R6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,"XQ.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CPO M='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZF4Z,3!P=#L^-#,N.3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT M9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&EV M:61E;F0@66EE;&0\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y M.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2P@4&QA;G0@ M86YD($5Q=6EP;65N="!;5&%B;&4@5&5X="!";&]C:UT\+W1D/@T*("`@("`@ M("`\=&0@8VQA'0M:6YD96YT M.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^4')O<&5R='D@86YD(&5Q=6EP M;65N="!A="!C;W-T(&%S(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT M97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!C;VYS:7-T6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.V9O;G0M6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP M<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T M:#HQ,#`E.V)O#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-BPR,#@\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#(L,#(R/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$F4Z,3!P=#L^5&AE('1H3I4:6UE3II;FAE M3I4:6UE3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH M96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,SD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^,30Q/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0@0FQO8VM=/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@ M2!U6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%R92!S8VAE9'5L960@ M=&\@;6%T=7)E(&%S(&9O;&QO=W,Z/"]F;VYT/CPO9&EV/CQD:78@6QE M/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG M:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T#MT97AT+6EN M9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`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`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#L@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`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`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`[)B,Q-C`[)B,Q-C`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`[)B,Q-C`[)B,Q-C`[3W1H97(@861J=7-T;65N=',J/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K M9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`P/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.SXJ($]T:&5R(&%D:G5S=&UE;G1S('1O('9A8V%T:6]N(&]W;F5R6QE/3-$;&EN92UH96EG:'0Z,3(P)3MT97AT+6%L:6=N.F-E;G1EF4Z,3!P=#L^/&9O;G0@3II;FAE M'0M:6YD M96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI M9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY396-U#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SY5;G-E8W5R960@1FEN86YC:6YG/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#L@'0M86QI9VXZF4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#0\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`S/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1'5R:6YG M('1H92!Y96%R(&5N9&5D($1E8V5M8F5R(#,Q+"`R,#$R+"!W92!R96-O6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&9O'0@ M0FQO8VM=/"]T9#X-"B`@("`@("`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I M9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`[,S$L(#(P,30\+V9O;G0^/"]D:78^ M/"]T9#X\+W1R/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D=R;W-S M($QO86X@0F%L86YC92`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,SD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,SD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`E.V)O M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,SD\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0Q M,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,CPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R M;W5N9"UC;VQO6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`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`Z,3!P>#L^/'1A8FQE M(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F M=#LG/CQT#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY!;F%L M>7-I6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF M;VYT+7=E:6=H=#IB;VQD.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E)E8V5I=F%B;&5S(%!A6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S M;VQI9"`C,#`P,#`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`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUL969T M.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY!;F%L>7-I6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M M8F5R(#,Q+"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/E)E8V5I=F%B;&5S(&]N($YO;BU!8V-R=6%L(%-T M871U#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^-3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3(Q/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M&EM871E(#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P M,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^)#0S)B,Q-C`[;6EL;&EO;CPO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXD,3,P)B,Q-C`[;6EL;&EO;CPO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/B!A3II;FAE M3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MT97AT+6%L:6=N.F-E;G1EF4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/D%S6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/D1E8V5M8F5R(#,Q+"`R,#$T/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-A6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`C,#`P,#`P.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R(#,Q+"`R,#$S/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-A M6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E-I9VYI9FEC86YT)B,Q-C`[3W1H97(\ M+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&9O;G0M6QE/3-$9F]N="US:7IE.CAP=#MT97AT+6%L:6=N.F-E;G1EF4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXH3&5V96P@5'=O*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA6%T="!296=E M;F-Y($QO#MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,P M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&9O;&QO=VEN9R!T86)L92!S M=6UM87)I>F5S('1H92!P2!E'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N M=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM M87)G:6XM;&5F=#IA=71O.VUA'0M86QI9VXZ;&5F M=#LG/CQT6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^0V%S:"!A;F0@8V%S M:"!E<75I=F%L96YT#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^4F5C96EV86)L97,\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@8V]L#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M4')O<&5R='D@86YD(&5Q=6EP;65N=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!C M;VQS<&%N/3-$,B!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1&5F97)R960@=&%X(&%S#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&]T86P@ M;&EA8FEL:71I97,\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[)B,Q-C`[ M5&]T86P@;F5T(&%S#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-C8\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-S(R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`P,#`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`C,#`P,#`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,'!X.V9O M;G0M'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`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`[86YD M($QE87-E9"!(;W1E;',\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^*#DS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,3$P/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M1V]O9'=I;&PL(&YE=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQT86)L92!C M96QL<&%D9&EN9STS1#`@8V5L;'-P86-I;F<],T0P('-T>6QE/3-$)W!A9&1I M;FF4Z,3!P=#LG/CQT6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#MP861D:6YG+6QE9G0Z M,'!X.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/BH\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T M:79E;'DN(#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/"]T86)L93X\9&EV('-T M>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+6QE9G0Z,C1P>#MT97AT M+6EN9&5N=#HM,C1P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6%T="!296=E;F-Y M($UE>&EC;R!#:71Y+CPO9F]N=#X\+V1I=CX\+V1I=CX\'0^/&1I=B!S M='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG M+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^5&AE(&9O;&QO=VEN9R!I6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II M;FAE'0M M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY796EG:'1E9"!!=F5R86=E)B,Q-C`[ M57-E9G5L($QI=F5S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^3W1H97(@/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T#MT97AT+6EN9&5N=#HS,G!X M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SY$96-E;6)E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O M;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE3II;FAE6QE/3-$<&%D9&EN9RUL M969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A M9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/&1I=B!S='EL93TS1"=F M;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[ M=&5X="UI;F1E;G0Z,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&-O;G-I'0M:6YD M96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QLF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD M.SY$96-E;6)E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S`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`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`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^ M/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`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`Q-SPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3DW/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R M;W5N9"UC;VQO6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MT M97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXD,3,P)B,Q-C`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`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E M8V5M8F5R(#,Q+"`R,#$T/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-A6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&86ER(%9A;'5E/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E%U;W1E M9"8C,38P.U!R:6-E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/D1E8V5M8F5R(#,Q+"`R,#$S/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-A6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z M.'!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/E-I9VYI9FEC86YT)B,Q-C`[3W1H97(\+V9O;G0^/"]D M:78^/&1I=B!S='EL93TS1&9O;G0M6QE/3-$9F]N M="US:7IE.CAP=#MT97AT+6%L:6=N.F-E;G1EF4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#MF;VYT+7=E:6=H=#IB;VQD.SXH3&5V96P@5'=O*3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0@0FQO8VM=/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2X@36%R:V5T(&EN<'5T3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^=&5R;2!D96)T(&EN7!E6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI M9VXZ8V5N=&5R.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQD M:78@'0M:6YD96YT.C!P>#ML M:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E M;&QP861D:6YG/3-$,"!C96QL6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY! M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0Q.2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R(#,Q M+"`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`[3W1H97(@3V)S97)V86)L928C,38P.TEN<'5T#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0@9FEV92!Y96%R'0M:6YD96YT.C!P>#ML:6YE M+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`Q-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^5&]T86P@;6EN:6UU;2!L96%S M92!P87EM96YT#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)A8VMGF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N M="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S8\+V9O;G0^/"]D:78^/"]T M9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R M;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`Q-3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y M.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#(\+V9O;G0^/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`\+V9O;G0^/"]D:78^/"]T9#X\=&0@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1F%I65A#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZF4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^*#(P/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`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`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P>#MT M97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[<&%D9&EN9RUL969T M.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0@0FQO M8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^("AT:&4@;65A'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A M8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ M;&5F=#LG/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/C(P,30\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\ M+W1R/CQT#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE M6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE('=E:6=H=&5D(&%V97)A9V4@ M87-S=6UP=&EO;G,@=7-E9"!I;B!T:&4@;65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!A;F0@/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^("AT:&4@;65A'0M:6YD96YT.C!P>#ML:6YE M+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`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`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`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`Q.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!C;VQS<&%N/3-$,B!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^,C`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`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/EEE87)S)B,Q-C`[16YD960F M(S$V,#M$96-E;6)E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`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`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`@("`@(#QT9"!C;&%S'0^/&1I=B!S='EL93TS1"=F;VYT M+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[=&5X M="UA;&EG;CIL969T.W1E>'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[ M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY-=6QT:2U%;7!L;WEE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.T-E'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A M8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`Q M-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`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`@F4Z-W!T/B@R*3PO#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M:6YD M96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$I($%S(&]F($IA;G5A M6QE/3-$;&EN92UH96EG M:'0Z,3(P)3MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2`Q+"`R,#$S/"]F M;VYT/CPO9&EV/CPO9&EV/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD M.SY$96-E;6)E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[ M/D1E8V5M8F5R)B,Q-C`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`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`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`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`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`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA"!$:7-C;&]S=7)E M(%M!8G-T#MT M97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\ M+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`P,#`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`P,#`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`E.V)O#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P M,30\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^ M/"]T9#X\+W1R/CQT#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$;W9E6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,38T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P M.V)A8VMG'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*#4W/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P M,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^5&]T86P@1&5F97)R960\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ M<'@@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-C4\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3$V/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&9O M;&QO=VEN9R!I6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH M96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[)3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1F]R M96EG;B!A;F0@52Y3+B!T87@@969F96-T6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`C,#`P,#`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`P,#`[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)3PO9F]N=#X\ M+V1I=CX\+W1D/CPO='(^/"]T86)L93X\+V1I=CX\+V1I=CX\+V1I=CX\"!!'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE3II;FAE'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[ M<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL M'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$T/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`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`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`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`\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$U/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#(Q/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&]T86P@9&5F97)R960@ M=&%X(&%S6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$T/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.V)A8VMG'0M86QI9VXZF4Z,3!P=#L^*#,X-CPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HQ<'@@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;FF4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,34T M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV M('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/CQD:78@'0M:6YD96YT.C,P<'@[ M9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^02!R96-O;F-I;&EA=&EO;B!O9B!T:&4@ M8F5G:6YN:6YG(&%N9"!E;F1I;F<@86UO=6YT(&]F('5N'0M:6YD M96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT.C)P>#LG(')O M=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$T/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$S/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M56YR96-O9VYI>F5D('1A>"!B96YE9FET#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^-3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y M.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0@0FQO8VM=/"]T9#X-"B`@("`@("`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`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG M/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,3`V/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`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`Z,3!P>#L^/'1A8FQE(&-E;&QP861D M:6YG/3-$,"!C96QL#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY02!$ M97-C#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^.#8\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!I;B!(87=A:6D\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,S`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE2!I;B!-:6YN97-O=&$\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HQ<'@@#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,C0S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^/&1I=B!S='EL M93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O M<#HQ,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF M;VYT+7=E:6=H=#IB;VQD.SX\+V9O;G0^/&9O;G0@3II;FAE2!F;W(@=&AE('EE87)S(&5N9&5D(#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB M97(F(S$V,#LS,2P@,C`Q-#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"!R97-P96-T:79E;'DN/"]F;VYT/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C M96QL#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE2`Q+"`R,#$T/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D-U#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF M;VYT+7=E:6=H=#IB;VQD.SY!;6]U;G0@4F5C;&%S#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#@V/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8X M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`[8F%C:V=R;W5N9"UC;VQO M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H=#HR<'@[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE2`Q+"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^*#8W/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,CPO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8X/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F5D('=I=&AI;B!E<75I M='D@96%R;FEN9W,@*&QO2!V96YT=7)E'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV M('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/CQD:78@#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M'!E;G-E(')E;&%T960@=&\@=&AE65A6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE'0M:6YD96YT.C!P>#ML M:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E M;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG M/CQT#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/EEE87)S)B,Q-C`[16YD960F(S$V,#M$96-E;6)E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0@0FQO8VM=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE"!B96YE9FET M('1O(&)E(')E86QI>F5D(&%T('1H92!T:6UE(&]F('9E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.7!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I M9VAT.C$R,"4[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[ M<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL M'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/EEE87)S M)B,Q-C`[16YD960F(S$V,#M$96-E;6)E3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC M96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD M.SXR,#$S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-SPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,S(W+#,P-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C(N M-3<\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)2!A;FYU86QL>3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE M/3-$;W9E#MP861D M:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^36%R8V@@,C`Q-3PO9F]N M=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^36%R8V@@,C`Q,SPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^36%R8V@@,C`Q-SPO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^36%R8V@@,C`Q M,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^-#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE M6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&9A:7(@=F%L=64@;V8@96%C M:"!305(@=V%S(&5S=&EM871E9"!B87-E9"!O;B!T:&4@9&%T92!O9B!G6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SY";&%C:RT\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^365R M=&]N(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^-#`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`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`Q M,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`R,#$S M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-#`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`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`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`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`\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^-"!Y96%R#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R.V9O;G0M65A#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!O9B!T:&4@3II;FAE3II;FAE3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH M96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAEF4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY5;FET MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`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`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\9&EV('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,SPO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@86YD M(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[/C(P,3(\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$ M<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z M;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`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`[079E6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`Q-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,38R+#DP-CPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-#DN,SD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@65A#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,C`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`@("`@(#QT9"!C;&%S'0^/&1I=B!S M='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG M+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^3W5R('1O=&%L('5N96%R;F5D(&-O;7!E;G-A=&EO;B!F;W(@;W5R(#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE'1E;F1I;F<@=&\@/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYS:7@@>65A M3II;FAE6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN M92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`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`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P M.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,CPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$F5D($-O;G-O;&ED871E9"!&:6YA;F-I86P@ M26YF;W)M871I;VX@8GD@4V5G;65N=#PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/&1I=B!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^5&AE('1A8FQE(&)E;&]W('-H;W=S('-U;6UA M2!S M96=M96YT+B!);F-L=61E9"!W:71H:6X@8V]R<&]R871E(&%N9"!O=&AE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.7!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/&1I=B!S='EL M93TS1&QI;F4M:&5I9VAT.C$R,"4[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE M:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D M:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S$U/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`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`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`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`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`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`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`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`U/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#DX/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0MF%T:6]N/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^0V%P:71A M;"!%>'!E;F1I='5R97,\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`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`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`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`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/D1E8V5M8F5R)B,Q-C`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`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`C,#`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`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`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`\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,RPQ M-#`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.#`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`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD M:78@F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#MF;VYT+7=E:6=H=#IB;VQD.SY$96-E;6)E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E M8V5M8F5R)B,Q-C`[,S$L(#(P,3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD M:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.7!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C M96QL'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/EEE M87)S)B,Q-C`[16YD960F(S$V,#M$96-E;6)E#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXV.#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^*#(R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXD/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXX.#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'1087)T7S8V8S(S.3DS7V(S,6)?-#DW M,%\X.65D7S4U,&5F-3@T9C(Y,@T*0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO M+R]#.B\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R M:W-H965T'0O M:F%V87-C3X-"B`@("`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`[,S$L/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E M:6=H=#IB;VQD.SXR,#$T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,S0V/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`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`P,#`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`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`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`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2XS,#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`C,#`P,#`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`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,BXR,SPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N M9"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SYS=&]C:RT\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^9&EL=71I=F4N/"]F;VYT/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN M9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/EEE87)S($5N M9&5D($1E8V5M8F5R)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0@0FQO8VM= M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\9&EV('-T>6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG M/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE65A6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE M3II;FAE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.V9O;G0M6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N M=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW M:61T:#HQ,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#4\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^26YT97)E6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3<\+V9O;G0^/"]D M:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC M86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1W5A2!A M;6]R=&EZ871I;VX@*$YO=&4@,34I/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-3`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`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`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`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`\+V9O;G0^/"]D M:78^/"]T9#X\=&0@8V]L#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SXQ-SPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y M.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R2!&:6YA;F-I86P@26YF;W)M871I;VX@*%5N875D:71E9"D@ M475A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY$96-E;6)E M6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/E-E<'1E;6)E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/DIU;F4F M(S$V,#LS,"P@,C`Q-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SY-87)C:"8C,38P.S,Q+"`R,#$T/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R)B,Q M-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,3`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^,C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A M8VMG#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-#(P/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#`S/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,S`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`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M86QI9VXZF4Z,3!P=#L^,3@R/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#LG(')O=W-P86X],T0Q/CQD:78@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#L@'0M86QI9VXZF4Z,3!P=#L^,"XT.3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`[/"]F;VYT/CPO9&EV M/CQT86)L92!C96QL<&%D9&EN9STS1#`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`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`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!I;F-L=61E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,30@;6EL;&EO;CPO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@ M;V8@=VAI8V@@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#$Q(&UI;&QI;VX\+V9O;G0^/&9O;G0@ M3II;FAE3II;FAE3II M;FAE7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAAF%T M:6]N(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$2!/<&5R871EF%T:6]N(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ MF%T:6]N(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E M;G-E'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E M2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^5&AE('-H;W)T97(@;V8@=&AE(&QE M87-E('1E'0^,34@>65A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2P@4&QA;G0@86YD M($5Q=6EP;65N="P@57-E9G5L($QI9F4\+W1D/@T*("`@("`@("`\=&0@8VQA M65A2P@4&QA;G0@86YD($5Q=6EP;65N="!;3&EN92!) M=&5M'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M2P@4&QA;G0@86YD($5Q=6EP;65N="P@57-E9G5L($QI9F4\+W1D/@T* M("`@("`@("`\=&0@8VQA2P@4&QA;G0@86YD($5Q=6EP;65N="!;3&EN92!)=&5M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2P@4&QA;G0@86YD($5Q=6EP;65N="P@57-E M9G5L($QI9F4\+W1D/@T*("`@("`@("`\=&0@8VQA65A M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6UE;G1S('1O($%C<75I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$2!A;F0@0V]S="!-971H;V0@ M26YV97-T;65N=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV97-T;65N M="P@1&5F97)R960@1V%I;B!O;B!386QE/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$=&5X=#X\2!- M971H;V0@26YV97-T;65N=',\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$6%T="!0;&%C92!#;V-O;G5T(%!O:6YT(%M-96UB97)=/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV M97-T;65N=',\+W1D/@T*("`@("`@("`\=&0@8VQA2!-971H;V0@26YV97-T;65N="P@4F5A;&EZ960@1V%I;B`H3&]S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!A;F0@0V]S="!-971H;V0@26YV97-T;65N=',@6TQI;F4@271E M;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\ M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S2!M971H;V0@:F]I;G0@=F5N M='5R92!W:71H:6X@;W5R(&]W;F5D(&%N9"!L96%S960@:&]T96QS('-E9VUE M;G0@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M2!M971H;V0@:6YV97-T;65N=',@=VET M:&EN(&]U2!696YT=7)E M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$2!A;F0@0V]S="!-971H;V0@26YV M97-T;65N=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV97-T;65N="P@ M3W1H97(@=&AA;B!496UP;W)A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S2!);7!A:7)M96YT/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\2!);7!A:7)M96YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#X\'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!A;F0@0V]S="!-971H;V0@26YV97-T;65N M=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$=&5X=#X\6%T="!2 M96=E;F-Y($YE=R!/'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6%T="!296=E;F-Y($QO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!-971H;V0@26YV97-T;65N=',@6TQI;F4@271E M;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\ M2!-971H;V0@26YV97-T;65N="P@3W=N97)S:&EP(%!E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$2!-971H;V0@26YV97-T M;65N=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV97-T;65N="P@3W=N M97)S:&EP(%!E6%K;V)A*2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$2!-971H M;V0@26YV97-T;65N=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV97-T M;65N="P@3W=N97)S:&EP(%!E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!296=E;F-Y M($=U861A;&%J87)A*2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!-971H;V0@ M26YV97-T;65N=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV97-T;65N M="P@3W=N97)S:&EP(%!E'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!-971H;V0@26YV97-T M;65N=',\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!-971H;V0@26YV97-T;65N M=',\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$2!-971H;V0@26YV M97-T;65N=',@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\2!-971H;V0@26YV97-T;65N=',\ M+W1D/@T*("`@("`@("`\=&0@8VQA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B M,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$F5D($-O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA6$@2&]T96QS("9A;7`[(%)E'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$6$@2&]T96QS("9A M;7`[(%)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E8W1E9"!$:79I9&5N9"!2871E/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ,"XP,"4\'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO M8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B M,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!&;W)W M87)D($-O;G1R86-T'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$2!-87)K970@1G5N9',@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E8W1E9"!497)M/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XP('EE87)S(#D@;6]N=&AS/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^,B!Y M96%R7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!A M;F0@97%U:7!M96YT+"!N970\+W1D/@T*("`@("`@("`\=&0@8VQA3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X M-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-? M8C,Q8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S(&]F($QO;F2P@4&QA;G0@86YD($5Q=6EP;65N="!;3&EN92!)=&5M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$6%T="!296=E;F-Y($QO2P@4&QA;G0@86YD($5Q=6EP;65N="!;3&EN92!)=&5M'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$2P@4&QA;G0@86YD($5Q=6EP;65N="!;3&EN M92!)=&5M2P@4&QA;G0@86YD($5Q=6EP;65N="P@0W5R M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$6%T="!296=E;F-Y($EN9&EA;F%P;VQI'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$2P@ M4&QA;G0@86YD($5Q=6EP;65N="!;3&EN92!)=&5M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$7,@ M8G5T($QE'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M7,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'1087)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y,@T* M0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R,SDY,U]B,S%B7S0Y M-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X M-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-? M8C,Q8E\T.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S7,@4&%S="!$=64\+W1D/@T*("`@("`@("`\ M=&0@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S7,@4&%S M="!$=64\+W1D/@T*("`@("`@("`\=&0@8VQA3X-"CPO:'1M;#X- M"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U M-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C M,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$6EN9R!686QU93PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S6UE;G1S(&]F(&QO;F"!!'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E8W1E9"!487@@1&5D=6-T:6)L92!!;6]U;G0\+W1D M/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^,30@;6]N=&AS/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S('1O($%C<75I'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!A;F0@17%U M:7!M96YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XS.#8\'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S2!) M;G1E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'!E8W1E9"!487@@1&5D=6-T M:6)L92!!;6]U;G0\+W1D/@T*("`@("`@("`\=&0@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!386X@06YT;VYI;R!; M365M8F5R72!\($%D=F%N8V4@0F]O:VEN9R!);G1A;F=I8FQE'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^-"!Y M96%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$6%T="!386X@06YT;VYI;R!;365M8F5R72!\($QE87-E M(')E;&%T960@:6YT86YG:6)L97,@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$6%T="!296=E;F-Y($]R;&%N9&\@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T M="!296=E;F-Y($UE>&EC;R!#:71Y(%M-96UB97)=/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\6UE;G1S('1O($%C<75I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B M,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!0;&%C92`R,#$T(%M-96UB M97)=('P@4V5L96-T(%-E'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M3PO=&0^#0H@("`@("`@(#QT9"!C;&%S6%T="!(;W5S92`R,#$T(%M-96UB97)= M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^,C4@>65A6%T="!0;&%C92P@2'EA='0@2&]U6%T="!(;W5S92`R,#$T(%M-96UB97)=('P@1G5L M;"!397)V:6-E(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$B!3879A;FYA:"!;365M8F5R73PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$3PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$6%T="!( M;W5S92`R,#$R(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!0;&%C92P@2'EA='0@2&]U&-H M86YG92!R96UA:6YI;F<@:6X@'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!0;&%C92P@2'EA='0@ M2&]U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!0;&%C M92`R,#$S(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#X\2!$:7-P;W-A;"!''0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!$:7-P;W-A;"!'6%T M="!0;&%C92`R,#$T(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#X\2!$:7-P;W-A;"!' M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!(;W5S92`R,#$T(%M-96UB97)=/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#X\2!$:7-P;W-A;"!'6%T="P@2'EA='0@4&QA8V4L($AY871T($AO=7-E M(#(P,30@6TUE;6)E'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M2!$:7-P;W-A;"!''0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="P@2'EA='0@4&QA8V4L($AY871T($AO=7-E(#(P,30@ M6TUE;6)E'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&-H86YG92!R96QE87-E9"!F'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$&-H86YG92!;365M8F5R M72!\(%-E;&5C="!397)V:6-E(%M-96UB97)=('P@2'EA='0@4&QA8V4L($AY M871T($AO=7-E(#(P,30@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!0 M;&%C92P@2'EA='0@2&]U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!0 M;&%C92`R,#$S(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\2!$:7-P;W-A;"!''0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$6%T="!0;&%C92!;365M8F5R72!\($AY871T(%!L M86-E(&%N9"!(>6%T="!(;W5S92`R,#$R(%M-96UB97)=/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#X\2!$:7-P;W-A;"!'6%T="!0;&%C92!;365M M8F5R72!\($QI:V4M2VEN9"!%>&-H86YG92!;365M8F5R72!\($AY871T(%!L M86-E(&%N9"!(>6%T="!(;W5S92`R,#$R(%M-96UB97)=/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$=&5X=#X\2!$:7-P;W-A;"!''0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE M9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA M2!$:7-P;W-A;"!'6%T="!296=E;F-Y($EN9&EA;F%P;VQI'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO M=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T="!296=E M;F-Y($QO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!A;F0@17%U:7!M96YT M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XR,#<\"!!'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M6%T="!386X@06YT;VYI;R!;365M8F5R73PO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$2!A;F0@17%U:7!M96YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M<#XR,C8\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$"!, M:6%B:6QI=&EE'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3

'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R2!A;F0@17%U:7!M96YT/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XV-S@\'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA6%T="!296=E;F-Y($UE>&EC;R!# M:71Y($%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$6%T="!296=E;F-Y($UE>&EC;R!#:71Y(%M-96UB M97)=/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%T M="!386X@06YT;VYI;R!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA M'0^-2!Y96%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAA7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&-H86YG93PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@8VAA'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^,C0@>65A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^ M-2!Y96%R'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!- M86IO3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.3'0O:'1M;#L@ M8VAAF%T:6]N($5X M<&5N'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD M(#,P/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'1087)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y,@T* M0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R,SDY,U]B,S%B7S0Y M-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T M.3'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA7!E.B!T97AT M+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^ M#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT M/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S(&]F($QO;F'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G1S(&]F($1E8G0\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!2961U8W1I;VX@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO M=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$F5D($1I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3

7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'1087)T7S8V M8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y,@T*0V]N=&5N="U, M;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U M-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:'1M;#L@8VAA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$6%T="!296=E;F-Y($QOF5D M($ED96YT:69I86)L92!!'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0O:'1M M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T M.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0O:'1M;#L@8VAA2!;365M8F5R73PO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y M.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQAF%T:6]N(&]F($QO'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE M9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO M-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA65E($)E;F5F:70@4&QA;G,@*$-H86YG92!I;B!" M96YE9FET($]B;&EG871I;VXI("A$971A:6QS*2`H55-$("0I/&)R/DEN($UI M;&QI;VYS+"!U;FQE'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65A65A'0O:'1M;#L@8VAA3PO=&0^#0H@("`@("`@(#QT9"!C;&%S3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.3

7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0O:'1M;#L@8VAA3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E M9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y M.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA65E($)E;F5F:70@4&QA;G,@*$5X<&5C=&5D($)E;F5F:70@ M4&%Y;65N=',I("A$971A:6QS*2`H55-$("0I/&)R/DEN($UI;&QI;VYS+"!U M;FQE'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V M-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA65E($)E;F5F M:70@4&QA;G,@*$-O'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA65E($)E;F5F:70@4&QA;G,@*$UU;'1I+45M<&QO>65R(%!E;G-I M;VX@4&QA;G,I("A$971A:6QS*2`H375L=&EE;7!L;WEE65R(%!L86YS(%M, M:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$65R(%!L86XL(%!E65R(%!L86YS(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65R(%!L86XL(%!E3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X M-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-? M8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M65E($)E;F5F:70@4&QA;G,@16UP;&]Y964@0F5N969I="!0;&%N M65R(%!L86YS(%M,:6YE($ET96US73PO M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M65R(%!L86XL(%!E'0O M:'1M;#L@8VAA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY M,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA"!#;VYT:6YG96YC M>2!;3&EN92!)=&5M"!!"!2871E(%)E8V]N8VEL M:6%T:6]N+"!487@@4V5T=&QE;65N="P@06UO=6YT/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S"!296-O;F-I;&EA=&EO;BP@1F]R96EG;B!);F-O;64@5&%X(%)A=&4@ M1&EF9F5R96YT:6%L/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\ M"!%>&%M:6YA=&EO;BP@4&5N86QT:65S(&%N9"!);G1E M'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XY M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S"!!'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$"!0;W-I M=&EO;G,\+W1D/@T*("`@("`@("`\=&0@8VQA"!! M=71H;W)I='D@6TUE;6)E'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S"!#;VYT:6YG96YC>2!;3&EN92!)=&5M"!#;VYT:6YG96YC>2!;3&EN92!)=&5M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$"!3971T;&5M96YT+"!!;6]U;G0\+W1D/@T*("`@("`@("`\=&0@8VQA M'!E;G-E/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#X\"!0;W-I M=&EO;G,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M"!#;VYT:6YG96YC>2!; M3&EN92!)=&5M"!%>&%M:6YA=&EO;BP@4&5N86QT:65S(&%N M9"!);G1E'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XQ/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$"!%>&%M:6YA=&EO;BP@4&5N M86QT:65S(&%N9"!);G1E'!E;G-E/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$;G5M<#XX/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$"!#;VYT:6YG96YC>2!;3&EN M92!)=&5MF5D(%1A>"!"96YE9FET"!0;W-I=&EO;G,\+W1D/@T* M("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!I M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M"!#;VYT:6YG M96YC>2P@06UO=6YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XT M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$"!0;W-I=&EO;G,@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!2 M871E(%)E8V]N8VEL:6%T:6]N+"!487@@0V]N=&EN9V5N8WDL($%M;W5N=#PO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!#;VYT:6YG96YC>2P@ M06UO=6YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ,SQS<&%N M/CPO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!!'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T M.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A"!$ M:7-C;&]S=7)E(%M!8G-T#PO=&0^ M#0H@("`@("`@(#QT9"!C;&%S&5S M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#4R-3QS<&%N/CPO M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA"!2871E M(%)E8V]N8VEL:6%T:6]N*2`H1&5T86EL2!5+E,N(&9E9&5R86P@:6YC M;VUE('1A>"!R871E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XS M-2XP,"4\"!B96YE9FET/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M<#XS+C0P)3QS<&%N/CPO"!E9F9E8W1S(&%T=')I8G5T86)L92!T;R!F;W)E:6=N(&]P97)A=&EO;G,\ M+W1D/@T*("`@("`@("`\=&0@8VQA"!A"!R871E/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$;G5M<#XS-"XQ,"4\'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA"!!F5D(&EN=F5S=&UE;G0@ M;&]S"!!2!A;F0@17%U:7!M96YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M/B@S,3(I/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S"!,:6%B M:6QI='D\+W1D/@T*("`@("`@("`\=&0@8VQA"!!'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA"!$:7-C;&]S=7)E(%M!8G-TF5D M(%1A>"!"96YE9FET'1087)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U M,&5F-3@T9C(Y,@T*0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R M,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:'1M;#L@8VAA#(P86,[ M*3QB'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^-R!Y96%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S6EN M9R!686QU92P@3F]N8W5R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&EM=6T@17AP;W-U'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C M3X-"B`@("`\=&%B;&4@ M8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!E>&-H86YG92!G M86EN("AL;W-S*3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XQ.3QS<&%N/CPO65A2!E>&-H86YG92!G86EN("AL;W-S*3PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO M=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R M=%\V-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E M;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&EM=6T@17AP;W-U'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$&EM M=6T@17AP;W-U6UE M;G0@1W5A'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!I;B!(87=A:6D@6TUE;6)E'!O6EN M9R!686QU92P@3F]N8W5R'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M&EM=6T@17AP;W-U6UE;G0@1W5A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&EM=6T@17AP;W-U6UE;G0@1W5A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!B;VYD2!2961U M8W1I;VX@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$65R M(%!L86YS+"!#;VQL96-T:79E+4)A'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M&-E<'0@4VAA'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$FME'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B M;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V M-F,R,SDY,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA#PO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'!E;G-E(%)E;&%T960@5&\@3&]N9RU497)M($EN8V5N=&EV M92!0;&%N*2`H1&5T86EL6UE;G0@07=A'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XS M,3QS<&%N/CPO'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G0@07=A'!E;G-E(%M-96UB97)=('P@4W1O8VL@07!P'!E M;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ,#QS<&%N/CPO M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$2!3:&%R92UB87-E9"!087EM96YT($%W87)D(%M,:6YE($ET M96US73PO'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0O M:'1M;#L@8VAA"!"96YE9FET(%-H87)E($)A'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$"!"96YE9FET(&9R;VT@0V]M<&5N65E(%-E'0O:'1M;#L@ M8VAA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^36%R8V@@,C`Q-#QS<&%N/CPO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@ M(#PO8F]D>3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY M,U]B,S%B7S0Y-S!?.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I M;VXZ(&9I;&4Z+R\O0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^-B!Y96%R M'0^-B!Y96%R'0^-B!Y M96%R3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S&5R8VES86)L93PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&5R8VES92!0'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2!3:&%R92UB M87-E9"!087EM96YT($%W87)D+"!%<75I='D@26YS=')U;65N=',@3W1H97(@ M=&AA;B!/<'1I;VYS+"!/=71S=&%N9&EN9RP@5V5I9VAT960@079E65A'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$&5R8VES97,@ M:6X@4&5R:6]D+"!796EG:'1E9"!!=F5R86=E($-O;G1R86-T=6%L(%1E65A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^-R!Y96%R3QS M<&%N/CPO'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^-"!Y96%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S6UE;G0@07=A&5R8VES86)L92!);G1R:6YS:6,@5F%L=64\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0O M:'1M;#L@8VAA6UE;G0@ M07=A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^-"!Y96%R65A'0^-"!Y96%R65A M'0^-"!Y96%R65A'0^-"!Y96%R6UE;G0@07=A'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R2D@*$1E=&%I;',I("A297-T&-E<'0@ M4VAA'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$2!3:&%R92UB87-E9"!087EM96YT($%W87)D(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA2D@*$1E=&%I;',I("A097)F;W)M M86YC92!697-T960@4F5S=')I8W1E9"!3=&]C:R`H4%-3*2!;365M8F5R72P@ M55-$("0I/&)R/DEN($UI;&QI;VYS+"!E>&-E<'0@4VAA65A'0^,R!Y96%R6UE;G0@07=A2!3:&%R92!"87-E9"!087EM96YT($%W87)D($5Q=6ET>2!);G-T M'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$2!3:&%R92UB87-E9"!087EM96YT($%W87)D(%M,:6YE($ET M96US73PO'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$6UE;G0@07=A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!3:&%R92UB87-E9"!087EM96YT M($%W87)D(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA M2!3:&%R92UB87-E9"!087EM96YT($%W M87)D(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'!E;G-E M+"`R,#$W/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XR/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M6UE;G0@07=A'!E;G-E+"`R,#$V/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M<#XQ/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'!E;G-E+"`R,#$Y M(&%N9"!T:&5R96%F=&5R/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R M(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'!E;G-E+"`R,#$W/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M<#XR/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6UE;G0@07=A'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XR('EE87)S M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'!E;G-E+"`R,#$W/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$;G5M<#XP/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$F%T:6]N('!E65A'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$2!3:&%R92UB87-E9"!087EM96YT($%W87)D M(%M,:6YE($ET96US73PO'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$'0^,R!Y96%R6UE;G0@07=A'!E;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#XT('EE87)S/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$F%T:6]N('!E65A2!42!4'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0O:'1M;#L@8VAA M2!4'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA2!4'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T* M("`@("`@/'1R(&-L87-S/3-$3PO=&0^#0H@("`@("`@(#QT9"!C;&%S&EM=6T@6TUE;6)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\V-F,R,SDY,U]B,S%B7S0Y-S!? M.#EE9%\U-3!E9C4X-&8R.3(-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-C9C,C,Y.3-?8C,Q8E\T.37!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA2!42!4'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!4'0O:'1M;#L@8VAA'!E;F1I='5R97,\+W1D/@T*("`@("`@("`\=&0@8VQA M'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'!E;F1I='5R M97,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%SF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\F%T:6]N/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$=&5X=#X\F%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\ MF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\F%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X M=#X\F%T:6]N/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#X\F%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\F%T:6]N M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L M87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V M87-C3X-"B`@("`\=&%B M;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@ M/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:'1M;#L@8VAAF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$=&5X=#X\2!E87)N:6YG'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0O:'1M;#L@8VAA'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA&-L=61E9"!F'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'!E;G-E/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M/B0@*#(S*3QS<&%N/CPO2!A;6]R=&EZ871I;VX\+W1D/@T*("`@("`@("`\ M=&0@8VQA6%T="!(;W1E;',@1F]U;F1A=&EO;CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0O:'1M;#L@8VAA6%T="!2 M96=E;F-Y($EN9&EA;F%P;VQI'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0O:F%V87-C M3X-"B`@("`\=&%B;&4@ M8VQA&-E M<'0@4&5R(%-H87)E(&1A=&$L('5N;&5S2!&:6YA M;F-I86P@26YF;W)M871I;VX@*%5N875D:71E9"D@6TQI;F4@271E;7-=/"]S M=')O;F<^/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S2!) M;7!A:7)M96YT/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$2!&:6YA;F-I86P@ M26YF;W)M871I;VX@*%5N875D:71E9"D@6TQI;F4@271E;7-=/"]S=')O;F<^ M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'!E;G-E(%M- M96UB97)=('P@4V5L;&EN9RP@1V5N97)A;"!A;F0@061M:6YI'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'1087)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y,@T* M0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO+R]#.B\V-F,R,SDY,U]B,S%B7S0Y M-S!?.#EE9%\U-3!E9C4X-&8R.3(O5V]R:W-H965T'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'!E;G-E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6EN9R!!8V-O=6YT'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'!E;G-E7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\>&UL('AM;&YS.F\],T0B=7)N.G-C:&5M87,M M;6EC'10 L87)T7S8V8S(S.3DS7V(S,6)?-#DW,%\X.65D7S4U,&5F-3@T9C(Y,BTM#0H` ` end XML 83 R136.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (Stock Appreciation Rights by Grant Date) (Details) (Stock Appreciation Rights (SARs) [Member], USD $)
1 Months Ended 12 Months Ended
Feb. 28, 2014
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Deferred Compensation Arrangement with Individual, Maximum Contractual Term       10 years    
Grants in period (in shares) 327,307us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod 472,003us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod 405,877us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod 327,307us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod    
Grants in period, Weighted-average fair value at grant date (in dollars per share) $ 22.57us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 17.95us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 17.29us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 22.57us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 17.98us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue $ 17.29us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
Award Vesting Rights 25.00%us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage 25.00%us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage 25.00%us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage      
Vesting Start Month March 2015 March 2014 March 2013      
100% at Vest [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Grants in period (in shares)   54,914us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
/ us-gaap_VestingAxis
= h_A100atVestMember
       
Grants in period, Weighted-average fair value at grant date (in dollars per share)   $ 18.21us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
/ us-gaap_VestingAxis
= h_A100atVestMember
       
Award Vesting Rights   100.00%us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
/ us-gaap_VestingAxis
= h_A100atVestMember
       
Vesting Start Month   March 2017        

XML 84 R43.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt (Tables)
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Schedule of Debt [Table Text Block]
Debt as of December 31, 2014 and 2013 consists of the following:
 
December 31, 2014
 
December 31, 2013
$250 million senior unsecured notes maturing in 2016—3.875%
250

 
249

$196 million senior unsecured notes maturing in 2019—6.875%
196

 
196

$250 million senior unsecured notes maturing in 2021—5.375%
250

 
250

$350 million senior unsecured notes maturing in 2023—3.375%
348

 
347

Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A
124

 
130

Contract Revenue Bonds, Senior Taxable Series 2005B
63

 
70

Floating average rate construction loan
73

 
32

Senior secured term loan
68

 

Revolving credit facility

 

Other (various, maturing through 2015)
1

 
1

Long-term debt before capital lease obligations
1,373

 
1,275

Capital lease obligations
17

 
208

Total long-term debt
1,390

 
1,483

Less current maturities
(9
)
 
(194
)
Total long-term debt, net of current maturities
$
1,381

 
$
1,289

Schedule of Maturities of Long-term Debt [Table Text Block]
Under existing agreements, maturities of debt for the next five years and thereafter are as follows:
Years Ending December 31,
 
2015
$
9

2016
316

2017
2

2018
2

2019
197

Thereafter
864

Total
$
1,390

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Fair Value, by Balance Sheet Grouping [Table Text Block]
Fair Value—We estimated the fair value of financing receivables to approximate $43 million and $130 million as of December 31, 2014 and December 31, 2013, respectively. We estimated the fair value of financing receivables using discounted cash flow analysis based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified our financing receivables as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
29

 
$

 
$

 
$
29

Unsecured financing to hotel owners
15

 
14

 

 

 
14

 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other
Observable Inputs
(Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
28

 
$

 
$

 
$
28

Vacation ownership mortgage receivable
37

 
38

 

 

 
38

Unsecured financing to hotel owners
64

 
64

 

 

 
64

Debt [Member]  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Fair Value, by Balance Sheet Grouping [Table Text Block]
We estimated the fair value of debt, excluding capital leases, which consists of our Senior Notes and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. We estimated the fair value of our other long-term debt instruments using discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the availability of market data, we have classified our other long-term debt as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Debt, excluding capital lease obligations
$
(1,373
)
 
$
(1,479
)
 
$

 
$
(1,319
)
 
$
(160
)
 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Debt, excluding capital lease obligations
$
(1,275
)
 
$
(1,296
)
 
$

 
$
(1,263
)
 
$
(33
)
XML 85 R29.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share
12 Months Ended
Dec. 31, 2014
Earnings Per Share [Abstract]  
Earnings Per Share
EARNINGS PER SHARE
The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator are as follows: 
 
Years Ended December 31,
2014
 
2013
 
2012
Numerator:
 
 
 
 
 
Net income
$
346

 
$
205

 
$
87

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207

 
$
88

Denominator:
 
 
 
 
 
Basic weighted average shares outstanding
153,136,511

 
158,544,930

 
165,017,485

Share-based compensation
1,213,941

 
644,149

 
359,843

Diluted weighted average shares outstanding
154,350,452

 
159,189,079

 
165,377,328

Basic Earnings Per Share:
 
 
 
 
 
Net income
$
2.26

 
$
1.29

 
$
0.53

Net (income) loss attributable to noncontrolling interests
(0.01
)
 
0.01

 

Net income attributable to Hyatt Hotels Corporation
$
2.25

 
$
1.30

 
$
0.53

Diluted Earnings Per Share:
 
 
 
 
 
Net income
$
2.24

 
$
1.29

 
$
0.53

Net (income) loss attributable to noncontrolling interests
(0.01
)
 
0.01

 

Net income attributable to Hyatt Hotels Corporation
$
2.23

 
$
1.30

 
$
0.53


The computations of diluted net income per share for the years ended December 31, 2014, 2013 and 2012 do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs and RSUs because they are anti-dilutive.
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock-settled SARs
5,200

 
148,200

 
13,200

RSUs

 

 
3,300

XML 86 R28.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment and Geographic Information
12 Months Ended
Dec. 31, 2014
Segment Reporting [Abstract]  
Segment and Geographic Information
SEGMENT AND GEOGRAPHIC INFORMATION
Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. Our results for the years ended December 31, 2014, 2013, and 2012 reflect the segment structure of our organization following our realignment, which was effective October 1, 2012. Segment results presented here for the year ended December 31, 2012 have been recast to show our results as if our new operating structure had existed in that period.
Owned and Leased Hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.
Americas Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the U.S., Latin America, Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
ASPAC Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as China, Australia, South Korea and Japan. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
EAME/SW Asia Management—This segment derives its earnings primarily from hotel management of our portfolio of brands located primarily in Europe, Africa, the Middle East and India, as well as countries along the Persian Gulf, the Arabian Sea, and Nepal. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
Our chief operating decision maker evaluates performance based on each segment’s revenue and Adjusted EBITDA. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA before equity earnings (losses) from unconsolidated hospitality ventures; gains on sales of real estate and other; asset impairments; other income (loss), net; net (income) loss attributable to noncontrolling interests; depreciation and amortization; interest expense; and provision for income taxes.
The table below shows summarized consolidated financial information by segment. Included within corporate and other are unallocated corporate expenses, revenues and expenses on our vacation ownership properties (primarily for the periods prior to the sale in the fourth quarter of 2014), and the results of our co-branded credit card. 
(in millions)
2014
 
2013
 
2012
Owned and Leased Hotels
 
 
 
 
 
Owned and leased hotels revenues
$
2,246

 
$
2,142

 
$
2,021

Adjusted EBITDA
522

 
471

 
442

Depreciation and Amortization
322

 
315

 
323

Capital Expenditures
208

 
211

 
283

Americas Management and Franchising
 
 
 
 
 
Management and franchise fees revenues
327

 
292

 
256

Other revenues from managed properties
1,550

 
1,482

 
1,456

Intersegment Revenues (a)
88

 
86

 
81

Adjusted EBITDA
253

 
233

 
199

Depreciation and Amortization
18

 
17

 
20

Capital Expenditures
1

 
1

 
2

ASPAC Management and Franchising
 
 
 
 
 
Management and franchise fees revenues
88

 
83

 
86

Other revenues from managed properties
74

 
74

 
43

Intersegment Revenues (a)
2

 
3

 
3

Adjusted EBITDA
44

 
50

 
46

Depreciation and Amortization
1

 
1

 
1

Capital Expenditures
1

 

 
1

EAME/SW Asia Management
 
 
 
 
 
Management and franchise fees revenues
77

 
72

 
63

Other revenues from managed properties
53

 
45

 
29

Intersegment Revenues (a)
15

 
16

 
14

Adjusted EBITDA
40

 
40

 
26

Depreciation and Amortization
6

 
5

 
2

Capital Expenditures

 

 

Corporate and other
 
 
 
 
 
Revenues
105

 
99

 
93

Adjusted EBITDA
(131
)
 
(114
)
 
(107
)
Depreciation and Amortization
7

 
7

 
7

Capital Expenditures
43

 
20

 
15

Eliminations (a)
 
 
 
 
 
Revenues
(105
)
 
(105
)
 
(98
)
Adjusted EBITDA

 

 

Depreciation and Amortization

 

 

Capital Expenditures

 

 

TOTAL
 
 
 
 
 
Revenues
$
4,415

 
$
4,184

 
$
3,949

Adjusted EBITDA
728

 
680

 
606

Depreciation and Amortization
354

 
345

 
353

Capital Expenditures
253

 
232

 
301

(a)
Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.
The table below shows summarized consolidated balance sheet information by segment:
Total Assets
 
December 31, 2014
 
December 31, 2013
Owned and Leased Hotels
$
5,682

 
$
5,726

Americas Management and Franchising
1,165

 
1,027

ASPAC Management and Franchising
106

 
101

EAME/SW Asia Management
184

 
207

Corporate and other
4,030

 
4,797

Eliminations (a)
(3,024
)
 
(3,681
)
TOTAL
$
8,143

 
$
8,177

(a) Segment assets include intercompany and investments in subsidiaries which are eliminated in Eliminations.
The following table presents revenues and long-lived assets by geographical region: 
 
2014
 
2013
 
2012
Revenues:
 
 
 
 
 
United States
$
3,476

 
$
3,270

 
$
3,140

All Foreign
939

 
914

 
809

Total
$
4,415

 
$
4,184

 
$
3,949

 
 
 
 
 
 
 
December 31, 2014
 
December 31, 2013
 
 
Long-Lived Assets:
 
 
 
 
 
United States
$
3,643

 
$
4,026

 
 
All Foreign
1,228

 
1,383

 
 
Total
$
4,871

 
$
5,409

 
 

The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation for the years ended December 31, 2014, 2013 and 2012. 
 
Years Ended December 31,
2014
 
2013
 
2012
Adjusted EBITDA
$
728

 
$
680

 
$
606

Equity earnings (losses) from unconsolidated hospitality ventures
25

 
(1
)
 
(22
)
Gains on sales of real estate and other
311

 
125

 

Asset impairments
(17
)
 
(22
)
 

Other income (loss), net
(17
)
 
17

 
7

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
(80
)
 
(68
)
 
(73
)
EBITDA
948

 
733

 
519

Depreciation and amortization
(354
)
 
(345
)
 
(353
)
Interest expense
(71
)
 
(65
)
 
(70
)
Provision for income taxes
(179
)
 
(116
)
 
(8
)
Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207

 
$
88

XML 87 R100.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt (Fair Value) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]    
Long-term debt before capital lease obligations $ (1,373)us-gaap_LongTermDebt $ (1,275)us-gaap_LongTermDebt
Long-term debt before capital lease obligations, Fair Value (1,479)us-gaap_LoansPayableFairValueDisclosure (1,296)us-gaap_LoansPayableFairValueDisclosure
Fair Value, Inputs, Level 1 [Member]    
Debt Instrument [Line Items]    
Long-term debt before capital lease obligations, Fair Value 0us-gaap_LoansPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
0us-gaap_LoansPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel1Member
Fair Value, Inputs, Level 2 [Member]    
Debt Instrument [Line Items]    
Long-term debt before capital lease obligations, Fair Value (1,319)us-gaap_LoansPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
(1,263)us-gaap_LoansPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member
Fair Value, Inputs, Level 3 [Member]    
Debt Instrument [Line Items]    
Long-term debt before capital lease obligations, Fair Value $ (160)us-gaap_LoansPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
$ (33)us-gaap_LoansPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel3Member
XML 88 R56.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Line Items]          
Restricted cash $ 359us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue $ 184us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue $ 359us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue $ 184us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue  
Unsold Vacation Ownership Invervals 0h_UnsoldVacationOwnershipInvervals 64h_UnsoldVacationOwnershipInvervals 0h_UnsoldVacationOwnershipInvervals 64h_UnsoldVacationOwnershipInvervals  
Asset impairments 10us-gaap_AssetImpairmentCharges 14us-gaap_AssetImpairmentCharges 17us-gaap_AssetImpairmentCharges 22us-gaap_AssetImpairmentCharges 0us-gaap_AssetImpairmentCharges
Total Assets 8,143us-gaap_Assets 8,177us-gaap_Assets 8,143us-gaap_Assets 8,177us-gaap_Assets  
Total current assets 1,709us-gaap_AssetsCurrent 1,163us-gaap_AssetsCurrent 1,709us-gaap_AssetsCurrent 1,163us-gaap_AssetsCurrent  
Marketable securities included in other assets 625us-gaap_MarketableSecuritiesNoncurrent 596us-gaap_MarketableSecuritiesNoncurrent 625us-gaap_MarketableSecuritiesNoncurrent 596us-gaap_MarketableSecuritiesNoncurrent  
Total liabilities 3,512us-gaap_Liabilities 3,400us-gaap_Liabilities 3,512us-gaap_Liabilities 3,400us-gaap_Liabilities  
Total current liabilities 730us-gaap_LiabilitiesCurrent 871us-gaap_LiabilitiesCurrent 730us-gaap_LiabilitiesCurrent 871us-gaap_LiabilitiesCurrent  
Accrued expenses and other current liabilities 468us-gaap_AccruedLiabilitiesCurrent 411us-gaap_AccruedLiabilitiesCurrent 468us-gaap_AccruedLiabilitiesCurrent 411us-gaap_AccruedLiabilitiesCurrent  
Financing Receivable, Gross 141us-gaap_NotesReceivableGross 230us-gaap_NotesReceivableGross 141us-gaap_NotesReceivableGross 230us-gaap_NotesReceivableGross  
Like Kind Exchange Proceeds from Sales in Escrow [Member]          
Accounting Policies [Line Items]          
Restricted cash 143us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_LikeKindExchangeProceedsFromSalesInEscrowMember
74us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_LikeKindExchangeProceedsFromSalesInEscrowMember
143us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_LikeKindExchangeProceedsFromSalesInEscrowMember
74us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_LikeKindExchangeProceedsFromSalesInEscrowMember
 
Proceeds from Sales in Escrow [Member]          
Accounting Policies [Line Items]          
Restricted cash 87us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_ProceedsfromSalesinEscrowMember
  87us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_ProceedsfromSalesinEscrowMember
   
Other Restricted Cash [Member]          
Accounting Policies [Line Items]          
Restricted cash 5us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_OtherRestrictedCashMember
10us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_OtherRestrictedCashMember
5us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_OtherRestrictedCashMember
10us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsAxis
= h_OtherRestrictedCashMember
 
Gold Passport Fund [Member]          
Accounting Policies [Line Items]          
Total Assets 429us-gaap_Assets
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
368us-gaap_Assets
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
429us-gaap_Assets
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
368us-gaap_Assets
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
 
Total current assets 145us-gaap_AssetsCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
106us-gaap_AssetsCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
145us-gaap_AssetsCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
106us-gaap_AssetsCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
 
Marketable securities included in other assets 284us-gaap_MarketableSecuritiesNoncurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
262us-gaap_MarketableSecuritiesNoncurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
284us-gaap_MarketableSecuritiesNoncurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
262us-gaap_MarketableSecuritiesNoncurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
 
Total liabilities 429us-gaap_Liabilities
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
368us-gaap_Liabilities
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
429us-gaap_Liabilities
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
368us-gaap_Liabilities
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
 
Total current liabilities 145us-gaap_LiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
106us-gaap_LiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
145us-gaap_LiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
106us-gaap_LiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
 
Accrued expenses and other current liabilities 132us-gaap_AccruedLiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
94us-gaap_AccruedLiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
132us-gaap_AccruedLiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
94us-gaap_AccruedLiabilitiesCurrent
/ h_LoyaltyProgramAxis
= h_GoldPassportFundMember
 
Captive insurance subsidiary [Member]          
Accounting Policies [Line Items]          
Restricted cash 88us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_StatementBusinessSegmentsAxis
= h_CaptiveinsurancesubsidiaryMember
74us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_StatementBusinessSegmentsAxis
= h_CaptiveinsurancesubsidiaryMember
88us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_StatementBusinessSegmentsAxis
= h_CaptiveinsurancesubsidiaryMember
74us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_StatementBusinessSegmentsAxis
= h_CaptiveinsurancesubsidiaryMember
 
Construction Loans [Member]          
Accounting Policies [Line Items]          
Restricted cash   16us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= us-gaap_ConstructionLoansMember
  16us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= us-gaap_ConstructionLoansMember
 
Grand Hyatt San Antonio [Member]          
Accounting Policies [Line Items]          
Restricted cash 9us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
10us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
9us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
10us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
 
Restricted Cash and Cash Equivalents, Noncurrent 9us-gaap_RestrictedCashAndCashEquivalentsNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
11us-gaap_RestrictedCashAndCashEquivalentsNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
9us-gaap_RestrictedCashAndCashEquivalentsNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
11us-gaap_RestrictedCashAndCashEquivalentsNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_GrandHyattSanAntonioMember
 
Vacation Ownership Properties [Member]          
Accounting Policies [Line Items]          
Asset impairments     0us-gaap_AssetImpairmentCharges
/ us-gaap_PublicUtilitiesInventoryAxis
= h_VacationOwnershipPropertiesMember
0us-gaap_AssetImpairmentCharges
/ us-gaap_PublicUtilitiesInventoryAxis
= h_VacationOwnershipPropertiesMember
0us-gaap_AssetImpairmentCharges
/ us-gaap_PublicUtilitiesInventoryAxis
= h_VacationOwnershipPropertiesMember
Vacation Ownership Mortgage Receivables [Member]          
Accounting Policies [Line Items]          
Financing Receivable, Gross $ 0us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
$ 44us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
$ 0us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
$ 44us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
XML 89 R44.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Tables)
12 Months Ended
Dec. 31, 2014
Leases [Abstract]  
Schedule of Future Lease Payments [Table Text Block]
The future minimum lease payments due in each of the next five years and thereafter are as follows:
Years Ending December 31,
Operating Leases
 
Capital Leases
2015
$
39

 
$
3

2016
36

 
3

2017
35

 
2

2018
34

 
2

2019
39

 
2

Thereafter
503

 
12

Total minimum lease payments
$
686

 
$
24

Less amount representing interest
 
 
7

Present value of minimum lease payments
 
 
$
17

Schedule of Rent Expense [Table Text Block]
A summary of rent expense from continuing operations for all operating leases is as follows:
 
2014
 
2013
 
2012
Minimum rentals
$
35

 
$
32

 
$
26

Contingent rentals
49

 
47

 
36

Total
$
84

 
$
79

 
$
62

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
The future minimum lease receipts scheduled to be received in each of the next five years and thereafter are as follows:
Years Ending December 31,
Amount
2015
$
24

2016
21

2017
20

2018
16

2019
13

Thereafter
68

Total minimum lease receipts
$
162

XML 90 R30.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Income (Loss), Net
12 Months Ended
Dec. 31, 2014
Other Income (Loss), Net [Abstract]  
Other income (loss), net [Text Block]
OTHER INCOME (LOSS), NET
Included in the other income (loss), net balance are cost method investment income from the complete pay-off of our preferred equity interest and returns and residual common investment in the partnership that owns the Hyatt Regency New Orleans (see Note 3) and costs incurred as part of our Company's realignment (which include employee separation costs, consulting fees, and other fees). The table below provides a reconciliation of the components in other income (loss), net, for the years ended December 31, 2014, 2013 and 2012, respectively:
 
For the years ended December 31,
2014
 
2013
 
2012
Performance guarantee expense (Note 15)
$
(23
)
 
$
(5
)
 
$

Realignment costs
(7
)
 

 
(21
)
Transaction costs (Note 8)
(6
)
 
(10
)
 
(2
)
Foreign currency losses
(3
)
 
(5
)
 
(3
)
Interest income
11

 
17

 
23

Guarantee liability amortization (Note 15)
7

 
5

 

Cost method investment income (Note 3)
1

 
50

 
1

Gains on other marketable securities (Note 4)

 
2

 
17

Impairment of held-to-maturity investment

 

 
(4
)
Gain on sale of artwork (Note 8)

 
29

 

Charitable contribution to Hyatt Hotels Foundation

 
(20
)
 

Debt settlement costs (Note 10)

 
(35
)
 

Provisions on hotel loans (Note 7)

 
(6
)
 
(4
)
Other
3

 
(5
)
 

Other income (loss), net
$
(17
)
 
$
17

 
$
7

XML 91 R31.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Event
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
In February 2015, we announced that a Hyatt affiliate sold the Hyatt Regency Indianapolis for approximately $71 million and entered into a franchise agreement for the hotel.
XML 92 R8.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements Of Cash Flows Statement of Cash Flow Parenthetical (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2009
Statement of Cash Flows [Abstract]          
Debt Issuance Cost $ 0us-gaap_DebtIssuanceCosts $ 3us-gaap_DebtIssuanceCosts $ 0us-gaap_DebtIssuanceCosts $ 4us-gaap_DebtIssuanceCosts $ 3us-gaap_DebtIssuanceCosts
XML 93 R32.htm IDEA: XBRL DOCUMENT v2.4.1.9
Quarterly Financial Information (Unaudited)
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information [Text Block]
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. Amounts are in millions, except earnings per share information. 
 
For the three months ended
December 31, 2014
 
September 30, 2014
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
 
March 31, 2013
Consolidated statements of income data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned and leased hotels
$
551

 
$
555

 
$
592

 
$
548

 
$
557

 
$
521

 
$
572

 
$
492

Management and franchise fees
101

 
94

 
103

 
89

 
94

 
77

 
96

 
75

Other revenues
7

 
24

 
23

 
21

 
15

 
22

 
21

 
20

Other revenues from managed properties (1)
420

 
431

 
440

 
416

 
425

 
406

 
403

 
388

Total revenues
1,079

 
1,104

 
1,158

 
1,074

 
1,091

 
1,026

 
1,092

 
975

Direct and selling, general, and administrative expenses (2)
1,040

 
1,032

 
1,043

 
1,021

 
1,036

 
973

 
984

 
958

Net Income
182

 
33

 
75

 
56

 
30

 
55

 
112

 
8

Net income attributable to Hyatt Hotels Corporation (3) (4)
182

 
32

 
74

 
56

 
32

 
55

 
112

 
8

Net income per common share, basic
$
1.21

 
$
0.22

 
$
0.49

 
$
0.36

 
$
0.20

 
$
0.35

 
$
0.70

 
$
0.05

Net income per common share, diluted
$
1.20

 
$
0.22

 
$
0.49

 
$
0.36

 
$
0.19

 
$
0.35

 
$
0.70

 
$
0.05

 
(1)
Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues.”
(2)
Direct and selling, general, and administrative expenses in the fourth quarter of 2014 includes a nonrecurring expense of $22 million, a portion of which relates to prior periods for stock compensation expense for grants made to certain individuals.
(3)
Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2014 includes impairment charges of $10 million, of which $6 million relates to property and equipment, $2 million relates to intangibles, and $2 million relates to goodwill.
(4)
Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2013 includes impairment charges of $14 million, of which $11 million is recorded in asset impairments related to the write off of contract acquisition costs in conjunction with the purchase of the remaining portion of a joint venture ownership and $3 million is recorded in equity earnings (losses) from unconsolidated hospitality ventures.
XML 94 R83.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Lost Pines Assets and Liabilities Table) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Business Acquisition [Line Items]      
Goodwill $ 133us-gaap_Goodwill $ 147us-gaap_Goodwill $ 133us-gaap_Goodwill
Hyatt Regency Lost Pines [Member]      
Business Acquisition [Line Items]      
Cash and cash equivalents 7us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Receivables 4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Inventories 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Property and Equipment 207us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Goodwill 17us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Intangibles 4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Deferred Tax Assets 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxAssetsNoncurrent
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Total assets 241us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Current portion of long-term debt 4us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesLongTermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Current liabilities 8us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Long-term Debt 65us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Total liabilities 77us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Total net assets acquired $ 164us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
XML 95 R114.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Weighted Average of Benefit Obligation) (Details)
Dec. 31, 2014
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]    
Discount rate 3.65%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate 4.40%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate
XML 96 R40.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Tables)
12 Months Ended
Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
The three portfolio segments of financing receivables and their balances at December 31, 2014 and 2013 are as follows:
 
December 31, 2014
 
December 31, 2013
Secured financing to hotel owners
$
39

 
$
39

Vacation ownership mortgage receivables at various interest rates with varying payments through 2031

 
44

Unsecured financing to hotel owners
102

 
147

 
141

 
230

Less allowance for losses
(100
)
 
(103
)
Less current portion included in receivables, net
(1
)
 
(8
)
Total long-term financing receivables, net
$
40

 
$
119

Schedule Of Secured Financing To Hotel Owners [Table Text Block]
Financing receivables held by us as of December 31, 2014 are scheduled to mature as follows:
Year Ending December 31,
Secured Financing to Hotel Owners
2015
$
39

2016 and Thereafter

Total
39

Less allowance
(13
)
Net financing receivables
$
26

Allowance For Credit Losses on Financing Receivables [Table Text Block]
The following tables summarize the activity in our financing receivables allowance for the years ended December 31, 2014 and 2013:
 
Secured Financing
 
Vacation Ownership
 
Unsecured Financing
 
Total
Allowance at January 1, 2014
$
13

 
$
7

 
$
83

 
$
103

   Provision

 
1

 
6

 
7

   Write-offs

 
(1
)
 

 
(1
)
   Other adjustments*

 
(7
)
 
(2
)
 
(9
)
Allowance December 31, 2014
$
13

 
$

 
$
87

 
$
100

* Other adjustments to vacation ownership receivables includes removal of the allowance recorded in connection with the sale of our vacation ownership business.

 
Secured Financing
 
Vacation Ownership
 
Unsecured Financing
 
Total
Allowance at January 1, 2013
$
7

 
$
9

 
$
83

 
$
99

  Provisions
6

 

 
7

 
13

  Write-offs

 
(2
)
 
(4
)
 
(6
)
  Other adjustments

 

 
(3
)
 
(3
)
Allowance at December 31, 2013
$
13

 
$
7

 
$
83

 
$
103

 
 
 
 
 
 
 
 

During the year ended December 31, 2012, we recorded provisions of $6 million and $13 million for vacation ownership mortgage receivables and unsecured financing to hotel owners, respectively. We recorded no provisions for receivables within our secured financing to hotel owners portfolio segment.
Impaired Financing Receivables [Table Text Block]
An analysis of our loans included in secured financing to hotel owners and unsecured financing to hotel owners had the following impaired amounts at December 31, 2014 and 2013, all of which had a related allowance recorded against them:
Impaired Loans
December 31, 2014
 
Gross Loan Balance (Principal and Interest)
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Loan Balance
Secured financing to hotel owners
$
39

 
$
39

 
$
(13
)
 
$
39

Unsecured financing to hotel owners
52

 
37

 
(52
)
 
52

Impaired Loans
December 31, 2013
 
Gross Loan Balance (Principal and Interest)
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Loan Balance
Secured financing to hotel owners
$
39

 
$
39

 
$
(13
)
 
$
40

Unsecured financing to hotel owners
51

 
37

 
(51
)
 
52

ImpairedFinancingReceivablesInterestIncomeAccrualMethod [Table Text Block]
Interest income recognized on these impaired loans within other income (loss), net on our consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 was as follows:
Interest Income
 
Years Ended December 31,
 
2014
 
2013
 
2012
Secured financing to hotel owners
$
2

 
$
2

 
$
2

Unsecured financing to hotel owners

 

 
2

Analysis Of Financing Receivables [Table Text Block]
The following tables summarize our aged analysis of past-due financing receivables by portfolio segment, the gross balance of financing receivables greater than 90 days past-due and the gross balance of financing receivables on non-accrual status as of December 31, 2014 and December 31, 2013:
Analysis of Financing Receivables
December 31, 2014
 
Receivables Past Due
 
Greater than 90 Days Past Due
 
Receivables on Non-Accrual Status
Secured financing to hotel owners
$

 
$

 
$
39

Unsecured financing to hotel owners*
3

 
3

 
87

Total
$
3

 
$
3

 
$
126


Analysis of Financing Receivables
December 31, 2013
 
Receivables Past Due
 
Greater than 90 Days Past Due
 
Receivables on Non-Accrual Status
Secured financing to hotel owners
$

 
$

 
$
39

Vacation ownership mortgage receivables
2

 

 

Unsecured financing to hotel owners*
3

 
3

 
82

Total
$
5

 
$
3

 
$
121


* Certain of these receivables have been placed on non-accrual status and we have recorded allowances for these receivables based on estimates of future cash flows available for payment of these financing receivables. However, a majority of these payments are not past due.
Fair Value, by Balance Sheet Grouping [Table Text Block]
Fair Value—We estimated the fair value of financing receivables to approximate $43 million and $130 million as of December 31, 2014 and December 31, 2013, respectively. We estimated the fair value of financing receivables using discounted cash flow analysis based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified our financing receivables as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
29

 
$

 
$

 
$
29

Unsecured financing to hotel owners
15

 
14

 

 

 
14

 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other
Observable Inputs
(Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
28

 
$

 
$

 
$
28

Vacation ownership mortgage receivable
37

 
38

 

 

 
38

Unsecured financing to hotel owners
64

 
64

 

 

 
64

XML 97 R53.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Income (Loss), Net (Tables)
12 Months Ended
Dec. 31, 2014
Other Income (Loss), Net [Abstract]  
Other income (loss), net [Table Text Block]
The table below provides a reconciliation of the components in other income (loss), net, for the years ended December 31, 2014, 2013 and 2012, respectively:
 
For the years ended December 31,
2014
 
2013
 
2012
Performance guarantee expense (Note 15)
$
(23
)
 
$
(5
)
 
$

Realignment costs
(7
)
 

 
(21
)
Transaction costs (Note 8)
(6
)
 
(10
)
 
(2
)
Foreign currency losses
(3
)
 
(5
)
 
(3
)
Interest income
11

 
17

 
23

Guarantee liability amortization (Note 15)
7

 
5

 

Cost method investment income (Note 3)
1

 
50

 
1

Gains on other marketable securities (Note 4)

 
2

 
17

Impairment of held-to-maturity investment

 

 
(4
)
Gain on sale of artwork (Note 8)

 
29

 

Charitable contribution to Hyatt Hotels Foundation

 
(20
)
 

Debt settlement costs (Note 10)

 
(35
)
 

Provisions on hotel loans (Note 7)

 
(6
)
 
(4
)
Other
3

 
(5
)
 

Other income (loss), net
$
(17
)
 
$
17

 
$
7

XML 98 R72.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Schedule Of Financing Receivables) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Total Financing Receivable $ 141us-gaap_NotesReceivableGross $ 230us-gaap_NotesReceivableGross  
Less allowance (100)us-gaap_FinancingReceivableAllowanceForCreditLosses (103)us-gaap_FinancingReceivableAllowanceForCreditLosses (99)us-gaap_FinancingReceivableAllowanceForCreditLosses
Less current portion included in receivables (1)us-gaap_NotesAndLoansReceivableNetCurrent (8)us-gaap_NotesAndLoansReceivableNetCurrent  
Total long-term financing receivables, net 40us-gaap_NotesAndLoansReceivableNetNoncurrent 119us-gaap_NotesAndLoansReceivableNetNoncurrent  
Secured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Total Financing Receivable 39us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
39us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Less allowance (13)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
(13)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
(7)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Vacation Ownership Mortgage Receivables [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Total Financing Receivable 0us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
44us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
Less allowance 0us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
(7)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
(9)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Unsecured Financing To Hotel Owners [Member]      
Accounts, Notes, Loans, and Financing Receivable [Line Items]      
Total Financing Receivable 102us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
147us-gaap_NotesReceivableGross
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
 
Less allowance $ (87)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
$ (83)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
$ (83)us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
XML 99 R2.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements Of Income (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
REVENUES:      
Owned and leased hotels $ 2,246us-gaap_RevenueFromOwnedHotels $ 2,142us-gaap_RevenueFromOwnedHotels $ 2,021us-gaap_RevenueFromOwnedHotels
Management and franchise fees 387h_ManagementAndFranchiseFees 342h_ManagementAndFranchiseFees 307h_ManagementAndFranchiseFees
Other revenues 75h_OtherRevenues 78h_OtherRevenues 78h_OtherRevenues
Other Revenues From Managed Properties 1,707h_OtherRevenuesFromManagedProperties 1,622h_OtherRevenuesFromManagedProperties 1,543h_OtherRevenuesFromManagedProperties
Total revenues 4,415us-gaap_Revenues 4,184us-gaap_Revenues 3,949us-gaap_Revenues
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:      
Owned and leased hotels 1,691us-gaap_DirectCostsOfOwnedHotels 1,629us-gaap_DirectCostsOfOwnedHotels 1,549us-gaap_DirectCostsOfOwnedHotels
Depreciation and amortization 354us-gaap_DepreciationAndAmortization 345us-gaap_DepreciationAndAmortization 353us-gaap_DepreciationAndAmortization
Other direct costs 35h_OtherDirectCosts 32h_OtherDirectCosts 29h_OtherDirectCosts
Selling, general, and administrative 349us-gaap_SellingGeneralAndAdministrativeExpense 323us-gaap_SellingGeneralAndAdministrativeExpense 316us-gaap_SellingGeneralAndAdministrativeExpense
Other costs from managed properties 1,707h_OtherCostsFromManagedProperties 1,622h_OtherCostsFromManagedProperties 1,543h_OtherCostsFromManagedProperties
Direct and selling, general, and administrative expenses 4,136h_DirectAndSellingGeneralAndAdministrativeExpenses 3,951h_DirectAndSellingGeneralAndAdministrativeExpenses 3,790h_DirectAndSellingGeneralAndAdministrativeExpenses
Net gains and interest income from marketable securities held to fund operating programs 15h_MarketableSecuritiesHeldToFundOperatingPrograms 34h_MarketableSecuritiesHeldToFundOperatingPrograms 21h_MarketableSecuritiesHeldToFundOperatingPrograms
Equity earnings (losses) from unconsolidated hospitality ventures 25us-gaap_IncomeLossFromEquityMethodInvestments (1)us-gaap_IncomeLossFromEquityMethodInvestments (22)us-gaap_IncomeLossFromEquityMethodInvestments
Interest expense (71)us-gaap_InterestExpense (65)us-gaap_InterestExpense (70)us-gaap_InterestExpense
Gains on sales of real estate and other 311us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 125us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 0us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
Asset impairments (17)us-gaap_AssetImpairmentCharges (22)us-gaap_AssetImpairmentCharges 0us-gaap_AssetImpairmentCharges
Other income (loss), net (17)us-gaap_OtherNonoperatingIncomeExpense 17us-gaap_OtherNonoperatingIncomeExpense 7us-gaap_OtherNonoperatingIncomeExpense
Income before income taxes 525us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 321us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest 95us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
PROVISION FOR INCOME TAXES (179)us-gaap_IncomeTaxExpenseBenefit (116)us-gaap_IncomeTaxExpenseBenefit (8)us-gaap_IncomeTaxExpenseBenefit
NET INCOME 346us-gaap_ProfitLoss 205us-gaap_ProfitLoss 87us-gaap_ProfitLoss
Net (income) loss attributable to noncontrolling interests (2)us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 2us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 1us-gaap_NetIncomeLossAttributableToNoncontrollingInterest
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION $ 344us-gaap_NetIncomeLoss $ 207us-gaap_NetIncomeLoss $ 88us-gaap_NetIncomeLoss
EARNINGS PER SHARE - Basic      
Net Income -Basic (in dollars per share) $ 2.26us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 1.29us-gaap_IncomeLossFromContinuingOperationsPerBasicShare $ 0.53us-gaap_IncomeLossFromContinuingOperationsPerBasicShare
Net income attributable to Hyatt Hotels Corporation - Basic (per share) $ 2.25us-gaap_EarningsPerShareBasic $ 1.30us-gaap_EarningsPerShareBasic $ 0.53us-gaap_EarningsPerShareBasic
EARNINGS PER SHARE - Diluted      
Net Income- Diluted (in dollars per share) $ 2.24us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 1.29us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare $ 0.53us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare
Net income attributable to Hyatt Hotels Corporation - Diluted (per share) $ 2.23us-gaap_EarningsPerShareDiluted $ 1.30us-gaap_EarningsPerShareDiluted $ 0.53us-gaap_EarningsPerShareDiluted
XML 100 R45.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Tables)
12 Months Ended
Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]  
Schedule of Changes in Projected Benefit Obligations [Table Text Block]
The following table shows the change in benefit obligation and the change in fair value of plan assets as of December 31, 2014 and 2013 (the measurement dates), for the unfunded U.S. plan:
 
2014
 
2013
Change in benefit obligation:
 
 
 
Benefit obligation—beginning of year
$
19

 
$
21

Interest cost
1

 
1

Actuarial (gain) loss
1

 
(2
)
Benefits paid
(1
)
 
(1
)
Benefit obligation—end of year
$
20

 
$
19

Change in plan assets:
 
 
 
Fair value of plan assets—beginning of year
$

 
$

Actual return on plan assets

 

Benefits paid

 

Employer contributions

 

Fair value of plan assets—end of year
$

 
$

Funded status at end of year
$
(20
)
 
$
(19
)
Accumulated benefit obligation
$
20

 
$
19

Schedule of Amounts Recognized in Balance Sheet [Table Text Block]
Amounts recognized in the consolidated balance sheets as of December 31, 2014 and 2013:
 
2014
 
2013
Accrued current benefit liability
$
(1
)
 
$
(1
)
Accrued long-term benefit liability
(19
)
 
(18
)
Funded status
$
(20
)
 
$
(19
)
Schedule or Description of Weighted Average Discount Rate [Table Text Block]
The weighted average assumptions used in the measurement of our benefit obligation as of December 31, 2014 and 2013 (the measurement dates), for the unfunded U.S. plan are as follows:
 
2014
 
2013
Discount rate
3.65
%
 
4.40
%
Schedule of Assumptions Used [Table Text Block]
The weighted average assumptions used in the measurement of our net cost as of December 31, 2014, 2013, and 2012 (the measurement dates), for the unfunded U.S. plan are as follows:
 
2014
 
2013
 
2012
Discount rate
4.40
%
 
3.50
%
 
4.10
%
Rate of compensation increase
%
 
%
 
%
Schedule of Expected Benefit Payments [Table Text Block]
As of December 31, 2014, the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, are disclosed below. The expected benefits are estimated based on the same assumptions used to measure our benefit obligation at the end of the year and include benefits attributable to estimated future employee service as follows:
Year Ending December 31,
 
2015
$
1

2016
1

2017
1

2018
1

2019
1

2020-2024
6

Total
$
11

Schedule Of Costs of Retirement Plans [Table Text Block]
 
Years Ended December 31,
 
2014
 
2013
 
2012
Defined benefit plan
$
1

 
$
1

 
$
1

Defined contribution plans
35

 
33

 
35

Deferred compensation plans
5

 
5

 
4

Schedule of Multiemployer Plans [Table Text Block]
Multi-Employer Pension Plans—Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below:
 
 
 
 
Pension Protection Act Zone Status
 
Contributions
Pension Fund
 
EIN/Pension Plan Number
 
2014
 
2013
 
2014
 
2013
 
2012
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund
 
13-1764242/001
 
Green (1)
 
Yellow (2)
 
$
4

 
$
4

 
$
4

National Retirement Fund
 
13-6130178/001
 
Red (1)
 
Red (2)
 
3

 
3

 
2

Other Funds
 
Various
 
 
 
 
 
5

 
4

 
4

Total Contributions
 
 
 
 
 
 
 
$
12

 
$
11

 
$
10

(1) As of January 1, 2014
(2) As of January 1, 2013
XML 101 R96.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt (Schedule of Debt) (Details)
In Millions, unless otherwise specified
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2014
Floating average rate construction loan [Member]
USD ($)
Dec. 31, 2014
Floating average rate construction loan [Member]
BRL
Dec. 31, 2013
Floating average rate construction loan [Member]
USD ($)
Dec. 31, 2013
Floating average rate construction loan [Member]
BRL
Dec. 31, 2014
2016 Notes [Member]
USD ($)
Dec. 31, 2013
2016 Notes [Member]
USD ($)
Dec. 31, 2014
2019 Notes [Member]
USD ($)
Dec. 31, 2013
2019 Notes [Member]
USD ($)
Dec. 31, 2014
2021 Notes [Member]
USD ($)
Dec. 31, 2013
2021 Notes [Member]
USD ($)
Dec. 31, 2014
2023 Notes [Member]
USD ($)
Dec. 31, 2013
2023 Notes [Member]
USD ($)
Dec. 31, 2013
GH San Antonio Bonds [Member]
USD ($)
Dec. 31, 2014
Senior Secured Term Loan [Domain]
USD ($)
Dec. 31, 2013
Senior Secured Term Loan [Domain]
USD ($)
Aug. 30, 2004
Senior Secured Term Loan [Domain]
USD ($)
Dec. 31, 2014
Series 2005A [Member]
Contract Revenue Bonds [Member]
GH San Antonio Bonds [Member]
USD ($)
Dec. 31, 2013
Series 2005A [Member]
Contract Revenue Bonds [Member]
GH San Antonio Bonds [Member]
USD ($)
Jun. 08, 2005
Series 2005A [Member]
Contract Revenue Bonds [Member]
GH San Antonio Bonds [Member]
USD ($)
Dec. 31, 2014
Series 2005B [Member]
Contract Revenue Bonds [Member]
GH San Antonio Bonds [Member]
USD ($)
Dec. 31, 2013
Series 2005B [Member]
Contract Revenue Bonds [Member]
GH San Antonio Bonds [Member]
USD ($)
Jun. 08, 2005
Series 2005B [Member]
Contract Revenue Bonds [Member]
GH San Antonio Bonds [Member]
USD ($)
Debt Instrument [Line Items]                                                
Senior Unsecured Notes             $ 250us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
$ 249us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
$ 196us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
$ 196us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
$ 250us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
$ 250us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
$ 348us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
$ 347us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
                   
Long-term Construction Loan, Noncurrent     73us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
193us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
32us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
75us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
                                   
Revolving credit facility 0us-gaap_LineOfCredit 0us-gaap_LineOfCredit                                            
Other (various, maturing through 2015) 1us-gaap_OtherLongTermDebt 1us-gaap_OtherLongTermDebt                                            
Long-term debt before capital lease obligations 1,373us-gaap_LongTermDebt 1,275us-gaap_LongTermDebt                         198us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
68us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
0us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
74us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
124us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
130us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
130us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
63us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
70us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
78us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
Capital lease obligations 17us-gaap_CapitalLeaseObligations 208us-gaap_CapitalLeaseObligations                                            
Long-term Debt and Capital Lease Obligations, Including Current Maturities 1,390us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities 1,483us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities                                            
Less current maturities (9)us-gaap_LongTermDebtAndCapitalLeaseObligationsCurrent (194)us-gaap_LongTermDebtAndCapitalLeaseObligationsCurrent                                            
Long-term Debt, Excluding Current Maturities $ 1,381us-gaap_LongTermDebtNoncurrent $ 1,289us-gaap_LongTermDebtNoncurrent                                            
XML 102 R135.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Based Compensation (Income Tax Benefit Share Based Compensation) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Stock Appreciation Rights (SARs) [Member]      
Income Tax Benefit Share Based Compensation      
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense $ 7us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 3us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 3us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Restricted Stock Units (RSUs) [Member]      
Income Tax Benefit Share Based Compensation      
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense 8us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
6us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
5us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Performance Vested Restricted Stock (PSS) [Member]      
Income Tax Benefit Share Based Compensation      
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense $ 2us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
$ 1us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
$ 0us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense
/ us-gaap_AwardTypeAxis
= us-gaap_PerformanceSharesMember
XML 103 R113.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]    
Accrued current benefit liability $ (1)us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansCurrentLiabilities $ (1)us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansCurrentLiabilities
Accrued long-term benefit liability (19)us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent (18)us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent
Funded status $ (20)us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet $ (19)us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet
XML 104 R6.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Balance Sheets Consolidated Balance Sheet Parentheticals (USD $)
In Millions, except Share data, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Allowance for Doubtful Accounts Receivable, Current $ 13us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent $ 11us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent
Preferred Stock, Par or Stated Value Per Share (per share) $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
Preferred Stock, Shares Authorized (in shares) 10,000,000us-gaap_PreferredStockSharesAuthorized 10,000,000us-gaap_PreferredStockSharesAuthorized
Preferred Stock, Shares Outstanding (in shares) 0us-gaap_PreferredStockSharesOutstanding 0us-gaap_PreferredStockSharesOutstanding
Treasury Stock, Shares (in shares) 36,273us-gaap_TreasuryStockShares 36,273us-gaap_TreasuryStockShares
Common Class A    
Common Stock, Par or Stated Value Per Share (per share) $ 0.01us-gaap_CommonStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
$ 0.01us-gaap_CommonStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
Common Stock, Shares Authorized (in shares) 1,000,000,000us-gaap_CommonStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
1,000,000,000us-gaap_CommonStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
Common Stock, Shares, Outstanding (in shares) 37,676,490us-gaap_CommonStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
43,584,144us-gaap_CommonStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
Common Stock, Shares, Issued (in shares) 37,712,763us-gaap_CommonStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
43,620,417us-gaap_CommonStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
Common Class B    
Common Stock, Par or Stated Value Per Share (per share) $ 0.01us-gaap_CommonStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
$ 0.01us-gaap_CommonStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
Common Stock, Shares Authorized (in shares) 443,399,875us-gaap_CommonStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
444,521,875us-gaap_CommonStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
Common Stock, Shares, Outstanding (in shares) 111,405,463us-gaap_CommonStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
112,527,463us-gaap_CommonStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
Common Stock, Shares, Issued (in shares) 111,405,463us-gaap_CommonStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
112,527,463us-gaap_CommonStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
XML 105 R94.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Impairments Table) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]        
Goodwill, Impairment Loss $ 2us-gaap_GoodwillImpairmentLoss $ 2us-gaap_GoodwillImpairmentLoss $ 0us-gaap_GoodwillImpairmentLoss $ 0us-gaap_GoodwillImpairmentLoss
XML 106 R138.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (Summary of SAR Activity) (Details) (Stock Appreciation Rights (SARs) [Member], USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 12 Months Ended
Feb. 28, 2014
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2014
Dec. 31, 2013
Stock Appreciation Rights (SARs) [Member]
         
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Beginning Balance       3,578,210us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Grants in period (in shares) 327,307us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
472,003us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
405,877us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
327,307us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Exercises In Period (in shares)       387,711h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisesInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Forfeited or canceled in Period (in shares)       52,222us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Ending Balance       3,465,584us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
3,578,210us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Exercisable       2,497,366h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisableNumber
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Outstanding, Weighted Average Exercise Price       $ 46.37h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 45.43h_ShareBasedCompensationArrangementsByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Grants in period, Weighted-average fair value at grant date (in dollars per share)       $ 49.39h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Exercises In Period, Weighted Average Exercise Price       $ 39.76h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisesInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Forfeited or Cancelled in Period, Weighted Average Grant Date Fair Value       $ 50.22us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Exercisable, Weighted Average Exercise Price       $ 46.98h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentOtherThanOptionExercisableWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms       5 years 5 months 1 day 5 years 10 months 17 days
Grants in Period, Weighted Average Contractual Term       9 years 1 month 13 days  
Exercises in Period, Weighted Average Contractual Term       3 years 3 months 29 days  
Forfeited or Cancelled in Period, Weighted Average Contractual Term       7 years 2 months 1 day  
Exercisable, Weighted Average Contractual Term       4 years 4 months 13 days  
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding Intrinsic Value       $ 50us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Intrinsic Value       $ 35h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisableIntrinsicValue
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
 
XML 107 R140.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (Summary of RSU Activity) (Details) (Restricted Stock Units (RSUs) [Member], USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 12 Months Ended
Sep. 30, 2014
Feb. 28, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Oct. 31, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2014
Restricted Stock Units (RSUs) [Member]
                     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested                     $ 64us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested Intrinsic Value                     $ 0h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedIntrinsicValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Beginning Balance                     1,244,471us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Grants in period (in shares) 2,452us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
376,328us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
2,132us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
13,082us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
2,218us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
453,356us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
40,694us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
2,580us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
19,787us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
444,059us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
378,780us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Vested in Period (in shares)                     468,845us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Forfeited or canceled in Period (in shares)                     83,768us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Ending Balance     1,244,471us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
              1,070,638us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance                     $ 40.71us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Grants in period, Weighted-average fair value at grant date (in dollars per share) $ 61.17us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 49.39us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 46.90us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 45.86us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 40.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 43.44us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 36.86us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 38.75us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 35.87us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 41.29us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
$ 49.47us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Vested in Period, Weighted Average Grant Date Fair Value                     $ 41.05us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Forfeited or Cancelled in Period, Weighted Average Grant Date Fair Value                     $ 41.48us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
Nonvested, Weighted Average Grant Date Fair Value, Ending Balance     $ 40.71us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
              $ 43.60us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue
/ us-gaap_AwardTypeAxis
= us-gaap_RestrictedStockUnitsRSUMember
XML 108 R59.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity And Cost Method Investments (Equity And Cost Method Investment Balances) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Schedule of Equity and Cost Method Investments [Line Items]    
Equity Method Investments $ 311us-gaap_EquityMethodInvestments $ 320us-gaap_EquityMethodInvestments
Cost method investments 23us-gaap_CostMethodInvestments 9us-gaap_CostMethodInvestments
Total investments $ 334us-gaap_LongTermInvestments $ 329us-gaap_LongTermInvestments
XML 109 R99.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt (Revolving Credit Facility Narrative) (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]      
Long-term Line of Credit $ 0us-gaap_LineOfCredit $ 0us-gaap_LineOfCredit  
Repayments of Long-term Debt 208,000,000us-gaap_RepaymentsOfLongTermDebt 368,000,000us-gaap_RepaymentsOfLongTermDebt 0us-gaap_RepaymentsOfLongTermDebt
Letters of Credit Outstanding, Amount 65,000,000us-gaap_LettersOfCreditOutstandingAmount    
Additional Non-Revolving Credit Facility Banks [Member]      
Debt Instrument [Line Items]      
Letters of Credit Outstanding, Amount 56,000,000us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_LineOfCreditFacilityAxis
= h_AdditionalNonRevolvingCreditFacilityBanksMember
21,000,000us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_LineOfCreditFacilityAxis
= h_AdditionalNonRevolvingCreditFacilityBanksMember
 
Revolving Credit Facility [Member]      
Debt Instrument [Line Items]      
Proceeds from Issuance of Debt 205,000,000us-gaap_ProceedsFromIssuanceOfDebt
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 0.171%us-gaap_LongTermDebtPercentageBearingVariableInterestRate
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Line of Credit Facility, Maximum Borrowing Capacity 1,500,000,000us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Repayments of Long-term Debt 205,000,000us-gaap_RepaymentsOfLongTermDebt
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Line of Credit Facility, Interest Rate at Period End 1.421%us-gaap_LineOfCreditFacilityInterestRateAtPeriodEnd
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Line of Credit Facility, Remaining Borrowing Capacity 1,500,000,000us-gaap_LineOfCreditFacilityRemainingBorrowingCapacity
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Debt Instrument, Basis Spread on Variable Rate 1.25%us-gaap_DebtInstrumentBasisSpreadOnVariableRate1
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
   
Senior Loans [Member]      
Debt Instrument [Line Items]      
Number of Loans 4h_NumberofLoans
/ us-gaap_DebtInstrumentAxis
= us-gaap_SeniorLoansMember
4h_NumberofLoans
/ us-gaap_DebtInstrumentAxis
= us-gaap_SeniorLoansMember
 
Borrowing Capacity Reduction [Member]      
Debt Instrument [Line Items]      
Letters of Credit Outstanding, Amount $ 9,000,000us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_OtherCommitmentsAxis
= h_BorrowingCapacityReductionMember
$ 104,000,000us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_OtherCommitmentsAxis
= h_BorrowingCapacityReductionMember
 
one-month Libor [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Description of Variable Rate Basis LIBOR    
XML 110 R35.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Property, Plant and Equipment [Table Text Block]
Useful lives assigned to property and equipment are as follows:
Buildings and improvements
15-50 years
Leasehold improvements
The shorter of the lease term or useful life of asset
Furniture and equipment
3-20 years
Computers
3-7 years
XML 111 R147.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions (Share Repurchase Narrative) (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Related Party Transaction [Line Items]    
Stock Repurchased and Retired During Period, Shares 7,693,326us-gaap_StockRepurchasedAndRetiredDuringPeriodShares 6,604,768us-gaap_StockRepurchasedAndRetiredDuringPeriodShares
Stock Repurchased and Retired During Period, Value $ 445us-gaap_StockRepurchasedAndRetiredDuringPeriodValue $ 275us-gaap_StockRepurchasedAndRetiredDuringPeriodValue
Percent of Stock Outstanding Repurchased During Period 5.00%h_PercentOfStockOutstandingRepurchasedDuringPeriod 4.00%h_PercentOfStockOutstandingRepurchasedDuringPeriod
Common Class B    
Related Party Transaction [Line Items]    
Stock Repurchased and Retired During Period, Shares 1,122,000us-gaap_StockRepurchasedAndRetiredDuringPeriodShares
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
2,906,879us-gaap_StockRepurchasedAndRetiredDuringPeriodShares
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
Stock Repurchased and Retired During Period, Value $ 68us-gaap_StockRepurchasedAndRetiredDuringPeriodValue
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
$ 120us-gaap_StockRepurchasedAndRetiredDuringPeriodValue
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
Percent of Stock Outstanding Repurchased During Period 1.00%h_PercentOfStockOutstandingRepurchasedDuringPeriod
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
2.00%h_PercentOfStockOutstandingRepurchasedDuringPeriod
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
Weighted Average [Member]    
Related Party Transaction [Line Items]    
Stock Repurchased and Retired During Period Per Share Value $ 57.79h_StockRepurchasedAndRetiredDuringPeriodPerShareValue
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
$ 41.64h_StockRepurchasedAndRetiredDuringPeriodPerShareValue
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
Weighted Average [Member] | Common Class B    
Related Party Transaction [Line Items]    
Stock Repurchased and Retired During Period Per Share Value $ 60.20h_StockRepurchasedAndRetiredDuringPeriodPerShareValue
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
$ 41.36h_StockRepurchasedAndRetiredDuringPeriodPerShareValue
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
XML 112 R131.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments And Contingencies (Self Insurance, Collective Bargaining Agreements, Surety Bonds, and Letters Of Credit Narrative) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Loss Contingencies [Line Items]    
Self Insurance Reserve, Current $ 24us-gaap_SelfInsuranceReserveCurrent $ 27us-gaap_SelfInsuranceReserveCurrent
Self Insurance Reserve, Noncurrent 63us-gaap_SelfInsuranceReserveNoncurrent 53us-gaap_SelfInsuranceReserveNoncurrent
Letters of Credit Outstanding, Amount 65us-gaap_LettersOfCreditOutstandingAmount  
Surety bonds 94h_SuretyBonds  
Self Insurance Collateral [Member]    
Loss Contingencies [Line Items]    
Letters of Credit Outstanding, Amount 7us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_OtherCommitmentsAxis
= h_SelfInsuranceCollateralMember
 
Borrowing Capacity Reduction [Member]    
Loss Contingencies [Line Items]    
Letters of Credit Outstanding, Amount $ 9us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_OtherCommitmentsAxis
= h_BorrowingCapacityReductionMember
$ 104us-gaap_LettersOfCreditOutstandingAmount
/ us-gaap_OtherCommitmentsAxis
= h_BorrowingCapacityReductionMember
United States [Member]    
Loss Contingencies [Line Items]    
Multiemployer Plans, Collective-Bargaining Arrangement, Percentage of Participants 24.00%us-gaap_MultiemployerPlansCollectiveBargainingArrangementPercentageOfParticipants
/ us-gaap_StatementGeographicalAxis
= country_US
 
XML 113 R65.htm IDEA: XBRL DOCUMENT v2.4.1.9
Marketable Securities (Investments Classified as Available for Sale) (Details) (Preferred Shares [Member], Playa Hotels & Resorts B.V. [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Preferred Shares [Member] | Playa Hotels & Resorts B.V. [Member]
   
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Available-for-sale Securities, Debt Securities Beginning Balance $ 278us-gaap_AvailableForSaleSecuritiesDebtSecurities
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
$ 0us-gaap_AvailableForSaleSecuritiesDebtSecurities
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Cost or Amortized Cost of Initial Investment 0us-gaap_AvailableForSaleSecuritiesAmortizedCost
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
271us-gaap_AvailableForSaleSecuritiesAmortizedCost
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Available-for-sale Debt Securities Gross Unrealized Gain 9us-gaap_AvailableForSaleDebtSecuritiesGrossUnrealizedGain
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
7us-gaap_AvailableForSaleDebtSecuritiesGrossUnrealizedGain
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Available-for-sale Debt Securities, Gross Unrealized Loss (7)us-gaap_AvailableForSaleDebtSecuritiesGrossUnrealizedLoss
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
0us-gaap_AvailableForSaleDebtSecuritiesGrossUnrealizedLoss
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Available-for-sale Securities, Debt Securities Ending Balance $ 280us-gaap_AvailableForSaleSecuritiesDebtSecurities
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
$ 278us-gaap_AvailableForSaleSecuritiesDebtSecurities
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
XML 114 R22.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Long-Term Liabilities
12 Months Ended
Dec. 31, 2014
Other Liabilities, Noncurrent [Abstract]  
Other Long-Term Liabilities [Text Block]
OTHER LONG-TERM LIABILITIES
Other long-term liabilities at December 31, 2014 and 2013, consist of the following:
 
December 31, 2014
 
December 31, 2013
Deferred gains on sales of hotel properties
$
383

 
$
192

Deferred compensation plans (see Note 12)
341

 
334

Hyatt Gold Passport Fund (see Note 2)
284

 
262

Guarantee liabilities (see Note 15)
110

 
133

Deferred income taxes (see Note 14)
66

 
74

Other accrued income taxes (see Note 14)
62

 
90

Defined benefit plans (see Note 12)
19

 
18

Deferred incentive compensation plans
3

 
4

Other
133

 
133

Total
$
1,401

 
$
1,240

XML 115 R36.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity And Cost Method Investments (Tables)
12 Months Ended
Dec. 31, 2014
Equity And Cost Method Investments [Abstract]  
Equity And Cost Method Investment Balances
Our equity and cost method investment balances recorded at December 31, 2014 and 2013 are as follows:
 
December 31, 2014
 
December 31, 2013
Equity method investments
$
311

 
$
320

Cost method investments
23

 
9

Total investments
$
334

 
$
329

Schedule of Equity Method Investments [Table Text Block]
The carrying values and ownership percentages of our unconsolidated investments in hotel properties accounted for under the equity method as of December 31, 2014 and 2013 are as follows:
 
Ownership Interests
 
Our Investment
December 31, 2014
 
December 31, 2013
Wailea Hotel Holdings, LLC
65.8
%
 
$
136

 
$
132

Playa Hotels & Resorts B.V.
23.7
%
 
45

 
50

Juniper Hotels Private Limited
50.0
%
 
34

 
33

Hotel Hoyo Uno (Andaz Mayakoba)
40.0
%
 
20

 
12

Noble I/HY, LLC
40.0
%
 
11

 
14

Denver Downtown Hotel Partners LLC
50.0
%
 
9

 
4

Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara)
50.0
%
 
8

 

Renaissance Centro M Street LLC
33.0
%
 
6

 

PCH Beach Resort, LLC
40.0
%
 
5

 
4

Diamante Resort La Paz
50.0
%
 
5

 
5

Other
 
 
32

 
66

Total
 
 
$
311

 
$
320

Summarized Financial Information
The following tables present summarized financial information for all unconsolidated ventures in which we hold an investment that is accounted for under the equity method.
 
Years Ended December 31,
2014
 
2013
 
2012
Total revenues
$
1,192

 
$
978

 
$
979

Gross operating profit
329

 
315

 
313

Income from continuing operations
31

 
17

 
12

Net income
$
31

 
$
17

 
$
12

 
 
December 31,
2014
 
2013
Current Assets
$
476

 
$
556

Noncurrent Assets
2,728

 
2,877

Total Assets
$
3,204

 
$
3,433

Current Liabilities
492

 
519

Noncurrent Liabilities
1,708

 
1,962

Total Liabilities
$
2,200

 
$
2,481

XML 116 R98.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt (Senior Notes Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2009
Debt Instrument [Line Items]          
Debt Issuance Cost $ 0us-gaap_DebtIssuanceCosts $ 3us-gaap_DebtIssuanceCosts $ 0us-gaap_DebtIssuanceCosts $ 4us-gaap_DebtIssuanceCosts $ 3us-gaap_DebtIssuanceCosts
Derivative, Gain (Loss) on Derivative, Net   7us-gaap_DerivativeGainLossOnDerivativeNet      
Senior Loans [Member]          
Debt Instrument [Line Items]          
Number of Loans 4h_NumberofLoans
/ us-gaap_DebtInstrumentAxis
= us-gaap_SeniorLoansMember
4h_NumberofLoans
/ us-gaap_DebtInstrumentAxis
= us-gaap_SeniorLoansMember
     
Revolving Credit Facility [Member]          
Debt Instrument [Line Items]          
Repayments of Long-term Debt (205)us-gaap_ProceedsFromIssuanceOfDebt
/ us-gaap_DebtInstrumentAxis
= us-gaap_RevolvingCreditFacilityMember
       
Interest Rate Swap [Member]          
Debt Instrument [Line Items]          
Number of Interest Rate Derivatives Held       8us-gaap_NumberOfInterestRateDerivativesHeld
/ us-gaap_DebtInstrumentAxis
= us-gaap_InterestRateSwapMember
 
Derivative, Notional Amount       25invest_DerivativeNotionalAmount
/ us-gaap_DebtInstrumentAxis
= us-gaap_InterestRateSwapMember
 
2023 Notes [Member]          
Debt Instrument [Line Items]          
Senior Notes   350us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
     
Debt Instrument, Interest Rate, Stated Percentage   3.375%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
     
Discount Price Percentage   99.498%h_DiscountPricePercentage
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
     
Proceeds from issuance of long-term debt, net of issuance costs   345us-gaap_ProceedsFromDebtNetOfIssuanceCosts
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
     
Senior Unsecured Notes 348us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
347us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2023NotesMember
     
2015 Notes [Member]          
Debt Instrument [Line Items]          
Senior Notes   250us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2015NotesMember
    250us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2015NotesMember
Debt Instrument, Interest Rate, Stated Percentage         5.75%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= h_A2015NotesMember
Repayments of Debt   278us-gaap_RepaymentsOfDebt
/ us-gaap_DebtInstrumentAxis
= h_A2015NotesMember
     
Discount Price Percentage         99.46%h_DiscountPricePercentage
/ us-gaap_DebtInstrumentAxis
= h_A2015NotesMember
2019 Notes [Member]          
Debt Instrument [Line Items]          
Senior Notes     250us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
  250us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
Debt Instrument, Interest Rate, Stated Percentage         6.875%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
Debt Instrument, Periodic Payment, Principal   54us-gaap_DebtInstrumentPeriodicPaymentPrincipal
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
     
Repayments of Debt   66us-gaap_RepaymentsOfDebt
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
     
Discount Price Percentage         99.864%h_DiscountPricePercentage
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
Senior Unsecured Notes 196us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
196us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2019NotesMember
     
2016 Notes [Member]          
Debt Instrument [Line Items]          
Senior Notes       250us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
 
Debt Instrument, Interest Rate, Stated Percentage       3.875%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
 
Discount Price Percentage       99.571%h_DiscountPricePercentage
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
 
Senior Unsecured Notes 250us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
249us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2016NotesMember
     
2021 Notes [Member]          
Debt Instrument [Line Items]          
Senior Notes       250us-gaap_SeniorNotes
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
 
Debt Instrument, Interest Rate, Stated Percentage       5.375%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
 
Discount Price Percentage       99.846%h_DiscountPricePercentage
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
 
Senior Unsecured Notes 250us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
250us-gaap_SeniorLongTermNotes
/ us-gaap_DebtInstrumentAxis
= h_A2021NotesMember
     
2016 and 2021 Notes [Member]          
Debt Instrument [Line Items]          
Proceeds from issuance of long-term debt, net of issuance costs       494us-gaap_ProceedsFromDebtNetOfIssuanceCosts
/ us-gaap_DebtInstrumentAxis
= h_A2016And2021NotesMember
 
2012 Interest Rate Swap Termination [Member]          
Debt Instrument [Line Items]          
Derivative, Cash Received on Hedge     8us-gaap_DerivativeCashReceivedOnHedge
/ us-gaap_DerivativeInstrumentRiskAxis
= h_A2012InterestRateSwapTerminationMember
   
Derivative, Gain (Loss) on Derivative, Net   5us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= h_A2012InterestRateSwapTerminationMember
     
Number of Interest Rate Derivatives Terminated   4h_NumberOfInterestRateDerivativesTerminated
/ us-gaap_DerivativeInstrumentRiskAxis
= h_A2012InterestRateSwapTerminationMember
4h_NumberOfInterestRateDerivativesTerminated
/ us-gaap_DerivativeInstrumentRiskAxis
= h_A2012InterestRateSwapTerminationMember
   
2013 Interest Rate Swap Termination [Member]          
Debt Instrument [Line Items]          
Derivative, Gain (Loss) on Derivative, Net   2us-gaap_DerivativeGainLossOnDerivativeNet
/ us-gaap_DerivativeInstrumentRiskAxis
= h_A2013InterestRateSwapTerminationMember
     
Number of Interest Rate Derivatives Terminated   4h_NumberOfInterestRateDerivativesTerminated
/ us-gaap_DerivativeInstrumentRiskAxis
= h_A2013InterestRateSwapTerminationMember
     
2019 Notes [Member] | 2015 Notes [Member]          
Debt Instrument [Line Items]          
Proceeds from issuance of long-term debt, net of issuance costs         $ 495us-gaap_ProceedsFromDebtNetOfIssuanceCosts
/ us-gaap_DebtInstrumentAxis
= h_A2015NotesMember
/ us-gaap_LongtermDebtTypeAxis
= h_A2019NotesMember
XML 117 R123.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Domestic and Foreign Components of Pretax Income) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
U.S. income before tax $ 493us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic $ 256us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic $ 18us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic
Foreign income before tax 32us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign 65us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign 77us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign
Income before income taxes $ 525us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest $ 321us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest $ 95us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
XML 118 R24.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments And Contingencies
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, we enter into various commitments, guarantees, surety bonds, and letter of credit agreements, which are discussed below:
Commitments—As of December 31, 2014, we are committed, under certain conditions, to lend or invest up to $250 million, net of any related letters of credit, in various business ventures.
Performance Guarantees—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. At inception of a performance guarantee, we recognize a guarantee obligation liability for the fair value of our guarantee obligation which we amortize into income using a systematic and rational risk-based approach over the term of the performance guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we record an expense for the separate contingent liability, see Note 2.
Our most significant performance guarantee relates to four managed hotels in France that we began managing in the second quarter of 2013 (“the four managed hotels in France”), which has a term of 7 years, with approximately 5 ½ years remaining, and does not have an annual cap. The remaining maximum exposure related to our performance guarantees at December 31, 2014 was $464 million, of which €362 million ($437 million using exchange rates as of December 31, 2014) relates to the four managed hotels in France.
We had total guarantee liabilities of $111 million and $129 million at December 31, 2014 and 2013, respectively, which included $103 million and $123 million recorded in other long-term liabilities and $8 million and $6 million in accrued expenses and other current liabilities on our consolidated balance sheets, respectively. Our total guarantee liabilities are comprised of the fair value of the guarantee obligation liabilities recorded upon inception (net of amortization) and any separate contingent liabilities, net of cash payments. Performance guarantee expense and income from amortization of the guarantee obligation liabilities are recorded in other income (loss), net on the consolidated statements of income, see Note 21.
The following table details the total performance guarantee liability (inclusive of the initial guarantee liability, net of amortization and the contingent liability, net of cash payments) related to the four managed hotels in France:
 
 
2014
 
2013
Beginning balance, January 1
 
$
123

 
$

Initial guarantee obligation liability upon inception
 

 
115

Amortization of initial guarantee obligation liability into income
 
(6
)
 
(5
)
Performance guarantee expense
 
19

 

Net (payments) receipts during the year
 
(18
)
 
5

Foreign currency exchange gain (loss)
 
(12
)
 
8

Ending balance, December 31
 
$
106

 
$
123


Additionally, we enter into certain management contracts where we have the right, but not an obligation, to make payments to certain hotel owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner may have the option to terminate the management contract. As of December 31, 2014 and 2013, there were no amounts recorded in accrued expenses and other current liabilities related to these performance test clauses.
Debt Repayment Guarantees—We have entered into various debt repayment guarantees primarily related to our unconsolidated hospitality venture investments in certain properties. The maximum exposure under these agreements as of December 31, 2014 was $243 million. As of December 31, 2014, we had a $7 million liability representing the carrying value of these guarantees recorded within other long-term liabilities on our consolidated balance sheets with an offset to investments. Included within the $243 million in debt guarantees are the following:
Property Description
 
Maximum Guarantee Amount
 
Amount Recorded at December 31, 2014
 
Amount Recorded at December 31, 2013
Vacation ownership property
 
$
86

 
$

 
$
1

Hotel property in Brazil
 
75

 
2

 
3

Hotel property in Hawaii
 
30

 
1

 
1

Hotel property in Minnesota
 
25

 
3

 
4

Hotel property in Colorado
 
15

 
1

 
1

Other
 
12

 

 

Total Debt Repayment Guarantees
 
$
243

 
$
7

 
$
10


With respect to debt repayment guarantees related to certain unconsolidated hospitality venture properties, the Company has agreements with its respective partners that require each partner to pay a pro-rata portion of the guarantee amount based on each partner’s ownership percentage. In relation to the vacation ownership property debt repayment guarantee, for which we no longer have an investment in the unconsolidated venture, we have the ability to fully recover from third parties any amounts we may be required to fund. Assuming successful enforcement of these agreements with our respective partners and third parties, our maximum exposure under the various debt repayment guarantees as of December 31, 2014 would be $104 million.
Self Insurance—The Company obtains commercial insurance for potential losses for general liability, workers' compensation, automobile liability, employment practices, crime, property and other miscellaneous coverages. A reasonable amount of risk is retained on a self insurance basis primarily through a U.S. based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductible and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Losses estimated to be paid within twelve months are $24 million and $27 million as of December 31, 2014 and 2013, respectively, and are classified within accrued expenses and other current liabilities on the consolidated balance sheets, while losses expected to be payable in later periods are $63 million and $53 million as of December 31, 2014 and 2013, respectively, and are included in other long-term liabilities on the consolidated balance sheets. At December 31, 2014, standby letters of credit amounting to $7 million had been issued to provide collateral for the estimated claims, which are guaranteed by us. For further discussion, see the “Letters of Credit” section of this footnote.
Collective Bargaining Agreements—At December 31, 2014, approximately 24% of our U.S. based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe that our employee relations are satisfactory.
Surety Bonds—Surety bonds issued on our behalf totaled $94 million at December 31, 2014 and primarily relate to workers’ compensation, taxes, licenses, and utilities related to our lodging operations.
Letters of Credit—Letters of credit outstanding on our behalf as of December 31, 2014 totaled $65 million, the majority of which relate to our ongoing operations. Of the $65 million letters of credit outstanding, $9 million reduces the available capacity under our revolving credit facility (see Note 10).
Capital Expenditures—As part of our ongoing business operations, significant expenditures are required to complete renovation projects that have been approved.
Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender’s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.
In conjunction with financing obtained for our unconsolidated hospitality ventures, we may provide standard indemnifications to the lender for loss, liability or damage occurring as a result of our actions or actions of the other hospitality venture owners.
We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. We reasonably recognize a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect that the ultimate resolution of such claims and litigation will have a material effect on our consolidated financial statements.
XML 119 R68.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurement Fair Value Inputs, Assets, Quantitative Information (Details) (Preferred Shares [Member], Playa Hotels & Resorts B.V. [Member])
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Preferred Shares [Member] | Playa Hotels & Resorts B.V. [Member]
   
Fair Value Inputs, Assets, Quantitative Information [Line Items]    
Expected Term 0 years 9 months 2 years
Risk-free Interest Rate 0.19%us-gaap_FairValueAssumptionsRiskFreeInterestRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
0.38%us-gaap_FairValueAssumptionsRiskFreeInterestRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Volatility 43.90%us-gaap_FairValueAssumptionsExpectedVolatilityRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
47.70%us-gaap_FairValueAssumptionsExpectedVolatilityRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Dividend Yield 10.00%us-gaap_FairValueAssumptionsExpectedDividendRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
10.00%us-gaap_FairValueAssumptionsExpectedDividendRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
XML 120 R108.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Corporate Office Space) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Operating Leased Assets [Line Items]      
Gain (loss) on sublease agreement $ 0h_Gainlossonsubleaseagreement $ (6)h_Gainlossonsubleaseagreement $ 2h_Gainlossonsubleaseagreement
Related Party [Member]      
Operating Leased Assets [Line Items]      
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals $ 8us-gaap_OperatingLeasesFutureMinimumPaymentsDueFutureMinimumSubleaseRentals
/ us-gaap_LeaseArrangementTypeAxis
= h_RelatedPartyMember
   
Corporate Headquarters [Member]      
Operating Leased Assets [Line Items]      
Lessee Leasing Arrangements, Operating Leases, Term of Contract 17 years    
XML 121 R153.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share (Anti-dilutive Shares Issued) (Details)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Stock-Settled SARs [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from the computations of diluted net income per share (in shares) 5,200us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockAppreciationRightsSARSMember
148,200us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockAppreciationRightsSARSMember
13,200us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockAppreciationRightsSARSMember
RSUs [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from the computations of diluted net income per share (in shares) 0us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_RestrictedStockUnitsRSUMember
0us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_RestrictedStockUnitsRSUMember
3,300us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_RestrictedStockUnitsRSUMember
XML 122 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 123 R7.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income $ 346us-gaap_ProfitLoss $ 205us-gaap_ProfitLoss $ 87us-gaap_ProfitLoss
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 354us-gaap_DepreciationAndAmortization 345us-gaap_DepreciationAndAmortization 353us-gaap_DepreciationAndAmortization
Amortization of share awards 52us-gaap_ShareBasedCompensation 27us-gaap_ShareBasedCompensation 22us-gaap_ShareBasedCompensation
Deferred income taxes (28)us-gaap_DeferredIncomeTaxExpenseBenefit (7)us-gaap_DeferredIncomeTaxExpenseBenefit 65us-gaap_DeferredIncomeTaxExpenseBenefit
Asset impairments 17us-gaap_AssetImpairmentCharges 22us-gaap_AssetImpairmentCharges 0us-gaap_AssetImpairmentCharges
Provisions on hotel loans 0us-gaap_ProvisionForLoanLeaseAndOtherLosses 6us-gaap_ProvisionForLoanLeaseAndOtherLosses 4us-gaap_ProvisionForLoanLeaseAndOtherLosses
Equity (earnings) losses from unconsolidated hospitality ventures, net of distributions received 54us-gaap_IncomeLossFromEquityMethodInvestmentsNetOfDividendsOrDistributions 50us-gaap_IncomeLossFromEquityMethodInvestmentsNetOfDividendsOrDistributions 44us-gaap_IncomeLossFromEquityMethodInvestmentsNetOfDividendsOrDistributions
Gains on sales of real estate and other (311)us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal (125)us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 0us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
Foreign currency losses 3us-gaap_ForeignCurrencyTransactionGainLossRealized 5us-gaap_ForeignCurrencyTransactionGainLossRealized 3us-gaap_ForeignCurrencyTransactionGainLossRealized
Net realized gains from other marketable securities 0us-gaap_MarketableSecuritiesRealizedGainLoss (2)us-gaap_MarketableSecuritiesRealizedGainLoss (17)us-gaap_MarketableSecuritiesRealizedGainLoss
Other (38)us-gaap_OtherOperatingActivitiesCashFlowStatement (39)us-gaap_OtherOperatingActivitiesCashFlowStatement 5us-gaap_OtherOperatingActivitiesCashFlowStatement
Increase (Decrease) in cash attributable to changes in assets and liabilities:      
Restricted cash (18)us-gaap_IncreaseDecreaseInRestrictedCashForOperatingActivities (73)us-gaap_IncreaseDecreaseInRestrictedCashForOperatingActivities (1)us-gaap_IncreaseDecreaseInRestrictedCashForOperatingActivities
Receivables, net (28)us-gaap_IncreaseDecreaseInAccountsReceivable (9)us-gaap_IncreaseDecreaseInAccountsReceivable (33)us-gaap_IncreaseDecreaseInAccountsReceivable
Inventories 8us-gaap_IncreaseDecreaseInInventories 3us-gaap_IncreaseDecreaseInInventories 8us-gaap_IncreaseDecreaseInInventories
Prepaid income taxes (53)us-gaap_IncreaseDecreaseInPrepaidTaxes 16us-gaap_IncreaseDecreaseInPrepaidTaxes 8us-gaap_IncreaseDecreaseInPrepaidTaxes
Accounts payable, accrued expenses, and other current liabilities 186us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities 71us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities 81us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
Accrued compensation and benefits (9)us-gaap_IncreaseDecreaseInEmployeeRelatedLiabilities (5)us-gaap_IncreaseDecreaseInEmployeeRelatedLiabilities 22us-gaap_IncreaseDecreaseInEmployeeRelatedLiabilities
Other long-term liabilities (19)us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities (6)us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities (118)us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities
Other, net (43)us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet (28)us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet (34)us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet
Net cash provided by operating activities 473us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations 456us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations 499us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of marketable securities and short-term investments (421)us-gaap_PaymentsToAcquireMarketableSecurities (301)us-gaap_PaymentsToAcquireMarketableSecurities (370)us-gaap_PaymentsToAcquireMarketableSecurities
Proceeds from marketable securities and short-term investments 320us-gaap_ProceedsFromSaleOfShortTermInvestments 741us-gaap_ProceedsFromSaleOfShortTermInvestments 467us-gaap_ProceedsFromSaleOfShortTermInvestments
Contributions to investments (114)us-gaap_PaymentsToAcquireInterestInJointVenture (428)us-gaap_PaymentsToAcquireInterestInJointVenture (90)us-gaap_PaymentsToAcquireInterestInJointVenture
Proceeds from sale of investments 0us-gaap_ProceedsFromSaleOfEquityMethodInvestments 0us-gaap_ProceedsFromSaleOfEquityMethodInvestments 52us-gaap_ProceedsFromSaleOfEquityMethodInvestments
Return of investment 57us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital 86us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital 39us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital
Acquisitions, net of cash acquired (548)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired (814)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired (233)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired
Capital expenditures (253)us-gaap_PaymentsToAcquirePropertyPlantAndEquipment (232)us-gaap_PaymentsToAcquirePropertyPlantAndEquipment (301)us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
Issuance of financing receivables (5)us-gaap_PaymentsToAcquireNotesReceivable 0us-gaap_PaymentsToAcquireNotesReceivable (67)us-gaap_PaymentsToAcquireNotesReceivable
Proceeds from financing receivables 56us-gaap_ProceedsFromCollectionOfNotesReceivable 279us-gaap_ProceedsFromCollectionOfNotesReceivable 18us-gaap_ProceedsFromCollectionOfNotesReceivable
Proceeds from sales of real estate and other, net of cash disposed 1,467h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed 601h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed 87h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
Sales proceeds transferred to escrow as restricted cash (870)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities (498)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities (44)h_RealEstateSaleProceedsTransferredToEscrowAsRestrictedCashInInvestingActivities
Sales proceeds transferred from escrow to cash and cash equivalents 714h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities 466h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities 0h_RealEstateSaleProceedsTransferredFromEscrowToCashAndCashEquivalentInInvestingActivities
(Increase) decrease in restricted cash - investing (8)us-gaap_IncreaseDecreaseInRestrictedCash (9)us-gaap_IncreaseDecreaseInRestrictedCash 1us-gaap_IncreaseDecreaseInRestrictedCash
Other investing activities (22)us-gaap_PaymentsForProceedsFromOtherInvestingActivities (38)us-gaap_PaymentsForProceedsFromOtherInvestingActivities (48)us-gaap_PaymentsForProceedsFromOtherInvestingActivities
Net cash provided by (used in) investing activities 373us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations (147)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations (489)us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperations
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from long-term debt, net of issuance costs of $0, $3 and $0, respectively 249us-gaap_ProceedsFromRepaymentsOfDebt 385us-gaap_ProceedsFromRepaymentsOfDebt 10us-gaap_ProceedsFromRepaymentsOfDebt
Repayments of long-term debt (208)us-gaap_RepaymentsOfLongTermDebt (368)us-gaap_RepaymentsOfLongTermDebt 0us-gaap_RepaymentsOfLongTermDebt
Repurchase of common stock (443)us-gaap_PaymentsForRepurchaseOfCommonStock (275)us-gaap_PaymentsForRepurchaseOfCommonStock (136)us-gaap_PaymentsForRepurchaseOfCommonStock
Repayment of capital lease obligation (191)us-gaap_RepaymentsOfLongTermCapitalLeaseObligations 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations
Other financing activities (14)us-gaap_ProceedsFromPaymentsForOtherFinancingActivities (6)us-gaap_ProceedsFromPaymentsForOtherFinancingActivities 2us-gaap_ProceedsFromPaymentsForOtherFinancingActivities
Net cash used in financing activities (607)us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations (264)us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations (124)us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
EFFECT OF EXCHANGE RATE CHANGES ON CASH (8)us-gaap_EffectOfExchangeRateOnCashAndCashEquivalents (4)us-gaap_EffectOfExchangeRateOnCashAndCashEquivalents (7)us-gaap_EffectOfExchangeRateOnCashAndCashEquivalents
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 231us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease 41us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease (121)us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease
CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR 454us-gaap_CashAndCashEquivalentsAtCarryingValue 413us-gaap_CashAndCashEquivalentsAtCarryingValue 534us-gaap_CashAndCashEquivalentsAtCarryingValue
CASH AND CASH EQUIVALENTS-END OF PERIOD 685us-gaap_CashAndCashEquivalentsAtCarryingValue 454us-gaap_CashAndCashEquivalentsAtCarryingValue 413us-gaap_CashAndCashEquivalentsAtCarryingValue
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
Cash paid during the period for interest 71us-gaap_InterestPaid 66us-gaap_InterestPaid 68us-gaap_InterestPaid
Cash paid during the period for income taxes 267us-gaap_IncomeTaxesPaid 119us-gaap_IncomeTaxesPaid 50us-gaap_IncomeTaxesPaid
Non-cash operating activities are as follows:      
Non-cash performance guarantee 0h_Noncashperformanceguarantee 128h_Noncashperformanceguarantee 0h_Noncashperformanceguarantee
Non-cash investing activities are as follows:      
Non-cash contract acquisition costs 0h_NonCashContractAcquisitionCosts 128h_NonCashContractAcquisitionCosts 0h_NonCashContractAcquisitionCosts
Change in accrued capital expenditures $ 4h_IncreaseDecreaseinAccruedCapitalExpenditure $ (7)h_IncreaseDecreaseinAccruedCapitalExpenditure $ (40)h_IncreaseDecreaseinAccruedCapitalExpenditure
XML 124 R3.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Comprehensive Income (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Comprehensive Income [Abstract]      
Net income $ 346us-gaap_ProfitLoss $ 205us-gaap_ProfitLoss $ 87us-gaap_ProfitLoss
Foreign currency translation adjustments, net of tax (benefit) expense of $1, $1, and $(3) for the years ended December 31, 2014, 2013, and 2012, respectively. (93)us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax (8)us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax 29us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax
Unrealized gains on available for sale securities, net of tax (benefit) expense of $2, $1, and $1 for the years ended December 31, 2014, 2013, and 2012, respectively 0us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax 6us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax 2us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax
Unrecognized pension cost, net of tax (benefit) expense of $(1), $1, and $- for the years ended December 31, 2014, 2013, and 2012, respectively 0us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax 1us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax 0us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax
Unrealized gains on derivative activity, net of tax (benefit) expense of $1, $-, and $- for the years ended December 31, 2014, 2013, and 2012, respectively 1us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax 0us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax 1us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax
Other comprehensive income (loss) (92)us-gaap_OtherComprehensiveIncomeLossNetOfTax (1)us-gaap_OtherComprehensiveIncomeLossNetOfTax 32us-gaap_OtherComprehensiveIncomeLossNetOfTax
COMPREHENSIVE INCOME 254us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest 204us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest 119us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (2)us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest 2us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest 1us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest
COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION $ 252us-gaap_ComprehensiveIncomeNetOfTax $ 206us-gaap_ComprehensiveIncomeNetOfTax $ 120us-gaap_ComprehensiveIncomeNetOfTax
XML 125 R17.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Acquisitions, Dispositions, And Discontinued Operations
    ACQUISITIONS, DISPOSITIONS, AND DISCONTINUED OPERATIONS
We continually assess and execute strategic acquisitions and dispositions to complement our current business.
Acquisitions
Hyatt Regency Lost Pines Resort and Spa—We hold an 8.2% interest in the entity which owned the Hyatt Regency Lost Pines Resort and Spa and adjacent land prior to acquisition. Accordingly, we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the year ended December 31, 2014, we purchased the hotel and adjacent land from the joint venture for a net purchase price of approximately $164 million. As part of the acquisition, we assumed debt of $69 million, which includes a $3 million debt premium (see Note 10). This transaction has been accounted for as a step acquisition and we recorded a gain of $12 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
The following table summarizes the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed, which are recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
7

Receivables
4

Inventories
1

Property and equipment
207

Goodwill
17

Intangibles
4

Deferred tax assets
1

Total assets
241

 
 
Current portion of long-term debt
4

Current liabilities
8

Long-term debt
65

Total liabilities
77

Total net assets acquired
$
164


The purchase price allocation for this acquisition created goodwill of $17 million at the date of acquisition, of which $15 million is deductible for tax purposes. The goodwill is attributable to securing Hyatt's long-term presence in this strategic property. The definite-lived intangibles relate to $4 million of advanced bookings, which are being amortized over a useful life of 14 months. The purchase of the Hyatt Regency Lost Pines Resort and Spa has been designated as replacement property in a like-kind exchange.
Park Hyatt New York—During the year ended December 31, 2014, we acquired the recently constructed Park Hyatt New York for a purchase price of approximately $392 million, including $1 million of cash. Of the $391 million net purchase price, significant assets acquired include $386 million of property and equipment, $3 million of inventories, and $2 million of prepaids and other assets, which have been recorded in our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as the purchase of Park Hyatt New York has been designated as replacement property in a like-kind exchange.
Grand Hyatt San Antonio—We previously held a 30% interest and had a $7 million investment in the entity which owned the Grand Hyatt San Antonio hotel prior to acquisition. Accordingly, we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the year ended December 31, 2013, we purchased the remaining 70% interest in this entity for $16 million and the repayment of $44 million of mezzanine debt that was held at the hospitality venture prior to our acquisition. This transaction has been accounted for as a step acquisition, which resulted in a $1 million loss on our previously held equity investment that was recorded in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income. During the year ended December 31, 2014, we recorded revisions to our initial purchase price allocation.
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
1

Restricted cash
10

Property and equipment
226

Goodwill
7

Intangibles
10

Other assets
11

Total assets
265

 
 
Current liabilities
11

Deferred tax liability
2

Long-term debt, net of bond discount
186

Total liabilities
199

     Total net assets acquired
$
66


The purchase price allocation for this acquisition created goodwill of $7 million at the date of acquisition. Goodwill of $12 million is deductible for tax purposes. The definite-lived intangibles are comprised of $9 million of lease related intangibles and $1 million of advanced bookings. The lease related intangibles are being amortized over a weighted average useful life of 79 years and the advanced bookings are being amortized over a useful life of 4 years. As a result of our completion of this step acquisition, we recorded a $2 million reduction to our existing deferred tax asset related to Grand Hyatt San Antonio, resulting in a net deferred tax asset of $5 million, which relates primarily to property and equipment and intangibles. As part of the acquisition, we assumed outstanding Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B, see Note 10. We also wrote-off $11 million of contract acquisition costs, which has been recorded on our consolidated statements of income within our Americas management and franchising segment, see Note 9.
Hyatt Regency Orlando —During the year ended December 31, 2013, we acquired The Peabody in Orlando, Florida for a total purchase price of approximately $716 million.
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
2

Prepaids and other current assets
3

Property and equipment
678

Intangibles
39

Total assets
722

 
 
Current liabilities
6

Total liabilities
6

     Total net assets acquired
$
716


The $716 million purchase price consists of $678 million of property and equipment, which have been included in our owned and leased hotels segment, $8 million of definite-lived intangibles, which have been included in our owned and leased hotels segment, and $31 million of definite-lived intangibles, which have been included in our Americas management and franchising segment. The definite-lived intangibles are comprised of $31 million of management intangibles and $8 million of advanced bookings that are being amortized over a useful life of 20 years and 7 years, respectively. The fair value asset allocation determined that the purchase price approximated the fair value of the assets acquired and there was no goodwill. We began managing this property in the year ended December, 31, 2013, as the Hyatt Regency Orlando. See "Like-Kind Exchange Agreements" below, as the purchase of Hyatt Regency Orlando was designated as a replacement property in a like-kind exchange.
The Driskill—During the year ended December 31, 2013, we acquired The Driskill hotel in Austin, Texas ("The Driskill") for a purchase price of approximately $85 million. The Driskill has a long-standing presence in a market which we view as a key location for our guests. Due to the iconic nature of the hotel and its membership in the Historic Hotels of America and Associated Luxury Hotels International, we chose to retain The Driskill name. Of the total $85 million purchase price, significant assets acquired consist of $72 million of property and equipment, a $7 million indefinite-lived brand intangible, a $5 million management intangible and $1 million of other assets which have been included primarily in our owned and leased hotels segment.
Hyatt Regency Birmingham—During the year ended December 31, 2012, we acquired the Hyatt Regency Birmingham in the United Kingdom for a total purchase price of approximately $44 million, including $1 million of cash. Of the total purchase price of $44 million, $38 million was property and equipment and the remaining assets acquired relate to working capital, all of which have been recorded in our owned and leased hotels segment. The fair value asset allocation determined that the purchase price approximated the fair value of the property and equipment acquired and there was no goodwill.
Hyatt Regency Mexico City—During the year ended December 31, 2012, we acquired all of the outstanding shares of capital stock of a company that owned a full service hotel in Mexico City, Mexico in order to expand our presence in the region. The total purchase price was approximately $202 million. As part of the purchase, we acquired cash and cash equivalents of $12 million, resulting in a net purchase price of $190 million. We began managing this property during the second quarter of 2012 as the Hyatt Regency Mexico City.
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed for Hyatt Regency Mexico City as of the acquisition date, primarily in our owned and leased hotels segment (in millions):
Cash and cash equivalents
$
12

Other current assets
4

Land, property, and equipment
190

Intangibles
12

Goodwill
29

Total assets
247

 
 
Current liabilities
4

Other long-term liabilities
41

Total liabilities
45

     Total net assets acquired
$
202

The acquisition created goodwill of $29 million at the date of acquisition, which is not deductible for tax purposes and is recorded within our owned and leased hotels segment. The definite-lived intangibles, which are substantially comprised of management intangibles, are being amortized over a weighted average useful life of 17 years. The other long-term liabilities consist of a $41 million deferred tax liability, the majority of which relates to property and equipment.
Dispositions
Hyatt Place 2014—During the year ended December 31, 2014, we sold five Hyatt Place properties located in Texas and North and South Carolina for a total of $51 million, net of closing costs, to unrelated third parties. These transactions resulted in pre-tax gains of approximately $13 million. The Company entered into long-term franchise agreements with the purchasers of the hotels. The gains have been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale were held as restricted for use in a potential like-kind exchange.
Park Hyatt Toronto—During the year ended December 31, 2014, we sold Park Hyatt Toronto for $88 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $49 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Due to Canadian tax regulations, $41 million of the proceeds have been classified as restricted cash on our consolidated balance sheets as of December 31, 2014.
Hyatt Regency Vancouver—During the year ended December 31, 2014, we sold Hyatt Regency Vancouver for $116 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $64 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Due to Canadian tax regulations, $46 million of the proceeds have been classified as restricted cash on our consolidated balance sheets as of December 31, 2014.
Hyatt Place, Hyatt House 2014—During the year ended December 31, 2014, we sold thirty-eight select service properties for a total of $581 million, net of closing costs, to an unrelated third party. This transaction resulted in a pre-tax gain of approximately $153 million. The Company entered into long-term franchise agreements with the purchaser of the hotels. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale of twenty-one of the hotels have been used in a like-kind exchange and proceeds from the sale of six of the hotels have been held as restricted for use in a potential like-kind exchange.
Park Hyatt Washington—During the year ended December 31, 2014, we sold Park Hyatt Washington for $97 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $57 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Residential Group—During the year ended December 31, 2014, we sold our vacation ownership business, which included an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel, to an unrelated third party for approximately $220 million, net of working capital adjustments, resulting in a pre-tax gain of $80 million. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. We have entered into a master license agreement with the purchaser and will receive recurring annual license fees under this agreement, which will be recorded in management and franchise fees within our corporate and other segment on our consolidated statements of income. The Hyatt Residence Club and the vacation ownership resorts will retain the Hyatt Residence Club brand. The operating results and financial position of Hyatt Residential Group prior to the sale remain primarily within our corporate and other segment.
Hyatt, Hyatt Place, Hyatt House 2014—During the year ended December 31, 2014, we sold nine select service properties and one full service property for a total of $311 million, net of closing costs, to an unrelated third party. In connection with the sale, we transferred net cash and cash equivalents of $1 million, resulting in a net sales price of $310 million. This transaction resulted in a pre-tax gain of approximately $65 million. The properties will remain Hyatt-branded hotels for a minimum of 25 years under long-term agreements. The gain has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2014. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
The Hyatt Place 2014 and the Hyatt Place, Hyatt House 2014 dispositions noted above contributed to the significant change in the number of our franchised outlets during the year, which increased from 187 properties as of December 31, 2013 to 253 properties as of December 31, 2014.
Hyatt Key West—During the year ended December 31, 2013, we sold Hyatt Key West for $74 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $61 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Andaz Napa—During the year ended December 31, 2013, we sold Andaz Napa for $71 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $27 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Andaz Savannah—During the year ended December 31, 2013, we sold Andaz Savannah for $42 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $4 million. The Company entered into a long-term management agreement with the purchaser of the hotel. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below.
Hyatt Regency Denver Tech—During the year ended December 31, 2013, we sold Hyatt Regency Denver Tech for $59 million, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the purchaser of the hotel. The sale resulted in a pre-tax gain of $26 million, which has been recognized in gains on sales of real estate and other on our consolidated statements of income for the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Regency Santa Clara—During the year ended December 31, 2013, we sold Hyatt Regency Santa Clara for $91 million, net of closing costs, to an unrelated third party, and entered into a long-term management agreement with the purchaser of the property. At the time of the sale, the transaction resulted in an insignificant loss, which has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2013. As part of the sale agreement, we achieved an additional earn-out of $6 million based on the hotel's performance in 2013. This payment was received during the year ended December 31, 2014. The gain is being deferred and recognized in management and franchise fees over the term of the management contract, within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Fisherman's Wharf—During the year ended December 31, 2013, we sold Hyatt Fisherman's Wharf for $100 million, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of $55 million, which has been recognized in gains on sales of real estate and other on our consolidated statements of income for the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below, as proceeds from the sale have been used in a like-kind exchange.
Hyatt Santa Barbara—During the year ended December 31, 2013, we sold Hyatt Santa Barbara for $60 million, net of closing costs, to an unrelated third party, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of $44 million, which has been recognized in gains on sales of real estate and other on our consolidated statements of income during the year ended December 31, 2013. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.
Hyatt Place 2013—During the year ended December 31, 2013, we sold four Hyatt Place properties for a combined $68 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of approximately $4 million. The Company retained long-term management agreements with the purchaser of the hotels. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contracts, within our Americas management and franchising segment. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See "Like-Kind Exchange Agreements" below.
Artwork—During the year ended December 31, 2013, we sold artwork to an unrelated third party and recognized a pre-tax gain of $29 million which was recognized in other income (loss), net on our consolidated statements of income, see Note 21. See "Like-Kind Exchange Agreements" below.
Hyatt Place and Hyatt House 2012—During 2012, we sold seven Hyatt Place properties and one Hyatt House property for a combined $87 million, net of closing costs, to an unrelated third party, resulting in a pre-tax gain of $14 million. The Company entered into long-term management agreements with the purchaser of the hotels. The gain on sale has been deferred and is being recognized in management and franchise fees over the term of the management contracts, within our Americas management and franchising segment. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. See “Like-Kind Exchange Agreements,” below.
As a result of certain of the above-mentioned dispositions, we have agreed to provide indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire, or until the agreed upon contract terms expire.
Like-Kind Exchange Agreements
Periodically, we enter into like-kind exchange agreements upon the disposition of certain hotels. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by an intermediary. The proceeds are recorded to restricted cash on our consolidated balance sheets and released once they are utilized as part of a like-kind exchange agreement or when a like-kind exchange agreement is not completed within the allowable time period.
In conjunction with the 2014 sale of five Hyatt Place properties we entered into like-kind exchange agreements with an intermediary. Pursuant to the like-kind exchange agreements, the combined net proceeds of $51 million from the sales of these hotels were placed into an escrow account administered by an intermediary. Accordingly, we classified net proceeds of $51 million related to the properties as restricted cash on our consolidated balance sheets as of December 31, 2014.
In conjunction with the sale of thirty-eight select service properties during the year ended December 31, 2014, we entered into a like-kind exchange agreements with an intermediary for twenty-seven of the select service hotels. During the year ended December 31, 2014, we classified net proceeds of $403 million from the sale of these twenty-seven properties as restricted cash. Of this total, we released net proceeds of $311 million related to twenty-one of the select service hotels from restricted cash as they were utilized as part of the like-kind exchange agreement to acquire the Park Hyatt New York. Accordingly, we classified net proceeds of $92 million related to the remaining six properties as restricted cash on our consolidated balance sheets as of December 31, 2014.
In conjunction with the 2014 sale of the Park Hyatt Washington we entered into a like-kind exchange agreement with an intermediary. Pursuant to the like-kind exchange agreement, the net proceeds of $97 million from the sale of this hotel were placed into an escrow account administered by an intermediary. During the year ended December 31, 2014, these net proceeds were utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Grand Cypress (see Note 11).
In conjunction with the sale of nine select service properties and one full service property during the year ended December 31, 2014, we entered into a like-kind exchange agreement with an intermediary for seven of the select service hotels. During the year ended December 31, 2014, we recorded and released net proceeds of $232 million from restricted cash as they were utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Orlando.
In conjunction with the 2013 sales of Andaz Napa, Hyatt Regency Denver Tech, Hyatt Regency Santa Clara, Hyatt Fisherman's Wharf, and Hyatt Key West, we entered into like-kind exchange agreements with an intermediary. Pursuant to the like-kind exchange agreements, the combined net proceeds of $395 million from the sales of these hotels were placed into an escrow account administered by an intermediary. During the year ended December 31, 2013, $321 million of these net proceeds were utilized in a like-kind exchange agreement to acquire the Hyatt Regency Orlando and $74 million of the net proceeds were classified as restricted cash on our consolidated balance sheets as of December 31, 2013. During the year-ended December 31, 2014, the net proceeds of $74 million were released from restricted cash as they were also utilized as part of the like-kind exchange agreement to acquire the Hyatt Regency Orlando.
In conjunction with the 2013 sale of Andaz Savannah, we entered into a like-kind exchange agreement with an intermediary. Pursuant to the like-kind exchange agreement, the net proceeds of $42 million from the sale of this hotel were placed into an escrow account administered by an intermediary. During 2013, we released the net proceeds as suitable replacement property was not identified in order to complete the exchange.
During the year ended December 31, 2013, we recorded and released the net proceeds of $23 million from the first quarter 2013 sales of two of the four Hyatt Place properties discussed above and released the net proceeds from the 2012 sales of four Hyatt Place properties of $44 million from restricted cash on our consolidated balance sheets, as suitable replacement property was not identified in order to complete the exchange.
In conjunction with the second quarter 2013 sale of artwork, we placed proceeds received into restricted cash pursuant to a like-kind exchange agreement administered by an intermediary. We used a portion of the proceeds to fund artwork purchases and released the remaining amount from restricted cash.
Assets Held For Sale
During 2014, we committed to a plan to sell the Hyatt Regency Indianapolis and classified the related assets and liabilities within our owned and leased hotels segment as held for sale at December 31, 2014. Assets held for sale related to this full service hotel were $63 million, of which $47 million related to property and equipment, net and $14 million related to goodwill. Liabilities held for sale were $3 million. The sale was announced in February 2015 (see Note 22).
XML 126 R103.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt Debt (Senior Secured Term Loan) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Aug. 30, 2004
Debt Instrument [Line Items]      
Long-term Debt $ 1,373us-gaap_LongTermDebt $ 1,275us-gaap_LongTermDebt  
Hyatt Regency Lost Pines [Member]      
Debt Instrument [Line Items]      
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Long-term Debt 69h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedLongtermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Debt Premium 3h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedDebtPremium
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Senior Secured Term Loan [Domain]      
Debt Instrument [Line Items]      
Long-term Debt $ 68us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
$ 0us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
$ 74us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate 7.27%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_DebtInstrumentAxis
= h_SeniorSecuredTermLoanDomain
   
XML 127 R93.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets (Future Amortization Table) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]  
2015 $ 29us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths
2016 25us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo
2017 24us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree
2018 24us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour
2019 $ 23us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive
XML 128 R91.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Intangible Assets Table) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Schedule of Intangible Asset by Major Class [Line Items]    
Intangibles, gross $ 681us-gaap_IntangibleAssetsGrossExcludingGoodwill $ 696us-gaap_IntangibleAssetsGrossExcludingGoodwill
Accumulated Amortization (129)us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization (105)us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization
Intangibles, net 552us-gaap_IntangibleAssetsNetExcludingGoodwill 591us-gaap_IntangibleAssetsNetExcludingGoodwill
Contract Acquisition Costs [Member]    
Schedule of Intangible Asset by Major Class [Line Items]    
Contract acquisition costs 355us-gaap_FiniteLivedContractualRightsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_ContractAcquisitionCostsMember
348us-gaap_FiniteLivedContractualRightsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_ContractAcquisitionCostsMember
Weighted Average Useful Life 26 years  
Franchise and management intangibles [Member]    
Schedule of Intangible Asset by Major Class [Line Items]    
Franchise and management intangibles 156h_FranchiseAndManagementIntangibles
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_FranchiseAndManagementIntangiblesMember
170h_FranchiseAndManagementIntangibles
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_FranchiseAndManagementIntangiblesMember
Weighted Average Useful Life 24 years  
Lease Related Intangibles    
Schedule of Intangible Asset by Major Class [Line Items]    
Lease related intangibles 143us-gaap_FiniteLivedIntangibleAssetAcquiredInPlaceLeases
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_LeasesAcquiredInPlaceMarketAdjustmentMember
155us-gaap_FiniteLivedIntangibleAssetAcquiredInPlaceLeases
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_LeasesAcquiredInPlaceMarketAdjustmentMember
Weighted Average Useful Life 111 years  
Advance Booking Intangibles [Member]    
Schedule of Intangible Asset by Major Class [Line Items]    
Advance Booking Intangible 12h_AdvanceBookingIntangible
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
8h_AdvanceBookingIntangible
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AdvanceBookingIntangibleMember
Weighted Average Useful Life 5 years  
Other Intangible Assets [Member]    
Schedule of Intangible Asset by Major Class [Line Items]    
Other intangibles 8us-gaap_OtherFiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_OtherIntangibleAssetsMember
8us-gaap_OtherFiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_OtherIntangibleAssetsMember
Weighted Average Useful Life 11 years  
Brand intangible [Member]    
Schedule of Intangible Asset by Major Class [Line Items]    
Brand intangible $ 7us-gaap_IndefiniteLivedTradeNames
/ us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_TradeNamesMember
$ 7us-gaap_IndefiniteLivedTradeNames
/ us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_TradeNamesMember
XML 129 R122.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Contingency [Line Items]      
Statutory U.S. federal income tax rate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount $ 14us-gaap_IncomeTaxReconciliationTaxContingencies    
Effective Income Tax Rate Reconciliation, Adjustments to Deferred Tax Assets,Amount 8h_EffectiveIncomeTaxRateReconciliationAdjustmentstoDeferredTaxAssetsAmount 4h_EffectiveIncomeTaxRateReconciliationAdjustmentstoDeferredTaxAssetsAmount (7)h_EffectiveIncomeTaxRateReconciliationAdjustmentstoDeferredTaxAssetsAmount
Effective Income Tax Rate Reconciliation, Tax Settlement, Amount   3us-gaap_IncomeTaxReconciliationTaxSettlements  
Unrecognized Tax Benefits, Interest on Income Taxes Expense   1us-gaap_UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense  
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount     26us-gaap_IncomeTaxReconciliationTaxCreditsForeign
Income Tax Reconciliation, Foreign Income Tax Rate Differential   4us-gaap_IncomeTaxReconciliationForeignIncomeTaxRateDifferential 3us-gaap_IncomeTaxReconciliationForeignIncomeTaxRateDifferential
Income Tax Examination, Penalties and Interest Expense 9us-gaap_IncomeTaxExaminationPenaltiesAndInterestExpense (1)us-gaap_IncomeTaxExaminationPenaltiesAndInterestExpense  
Deferred Tax Assets, Operating Loss Carryforwards, Foreign     64us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsForeign
Foreign Undistributed Earnings Indefinitely Reinvested 353us-gaap_UndistributedEarningsOfForeignSubsidiaries    
Deferred Tax Assets, Operating Loss Carryforwards 37us-gaap_DeferredTaxAssetsOperatingLossCarryforwards 54us-gaap_DeferredTaxAssetsOperatingLossCarryforwards  
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration 9us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration    
Deferred Tax Assets, Valuation Allowance (15)us-gaap_OperatingLossCarryforwardsValuationAllowance    
Total unrecognized tax benefits 40us-gaap_UnrecognizedTaxBenefits 53us-gaap_UnrecognizedTaxBenefits 75us-gaap_UnrecognizedTaxBenefits
Amount of unrecognized tax benefits that would affect the tax rate if recognized 20us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate 27us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate  
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations 8us-gaap_SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleAmountOfUnrecordedBenefit    
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions 8us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions 14us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions  
Gross accrued interest and penalties (24)us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued (38)us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued (46)us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
Domestic Tax Authority [Member]      
Income Tax Contingency [Line Items]      
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense     3us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_DomesticCountryMember
Effective Income Tax Rate Reconciliation, Tax Settlement, Amount     6us-gaap_IncomeTaxReconciliationTaxSettlements
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_DomesticCountryMember
Foreign Tax Authority [Member]      
Income Tax Contingency [Line Items]      
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount     (8)us-gaap_IncomeTaxReconciliationTaxContingencies
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_ForeignCountryMember
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense     (3)us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_ForeignCountryMember
State and Foreign [Member]      
Income Tax Contingency [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards 27us-gaap_DeferredTaxAssetsOperatingLossCarryforwards
/ us-gaap_IncomeTaxAuthorityAxis
= h_StateandForeignMember
   
Federal and State [Member]      
Income Tax Contingency [Line Items]      
Deferred Tax Assets, Tax Credit Carryforwards 10us-gaap_DeferredTaxAssetsTaxCreditCarryforwards
/ us-gaap_IncomeTaxAuthorityAxis
= h_FederalandStateMember
   
State and Local Jurisdiction [Member]      
Income Tax Contingency [Line Items]      
Effective Income Tax Rate Reconciliation, Tax Settlement, Amount     6us-gaap_IncomeTaxReconciliationTaxSettlements
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_StateAndLocalJurisdictionMember
Unrecognized Tax Benefits, Interest on Income Taxes Expense     4us-gaap_UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_StateAndLocalJurisdictionMember
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions 10us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions
/ us-gaap_IncomeTaxAuthorityAxis
= us-gaap_StateAndLocalJurisdictionMember
   
Federal and Foreign [Member]      
Income Tax Contingency [Line Items]      
Income Tax Examination, Penalties and Interest Expense 1us-gaap_IncomeTaxExaminationPenaltiesAndInterestExpense
/ h_InterestandPenaltiesAxis
= h_FederalandForeignMember
   
Statute Expiration on State Tax Filing Positions [Member]      
Income Tax Contingency [Line Items]      
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense 7us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense
/ h_InterestandPenaltiesAxis
= h_StatuteExpirationonStateTaxFilingPositionsMember
   
Income Tax Examination, Penalties and Interest Expense 8us-gaap_IncomeTaxExaminationPenaltiesAndInterestExpense
/ h_InterestandPenaltiesAxis
= h_StatuteExpirationonStateTaxFilingPositionsMember
   
Accrual of position on prior year return [Member]      
Income Tax Contingency [Line Items]      
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions (5)us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions
/ us-gaap_TaxPeriodAxis
= h_AccrualofpositiononprioryearreturnMember
   
Federal and State 2003-2009 [Member]      
Income Tax Contingency [Line Items]      
Income Tax Examination, Interest Expense   1us-gaap_IncomeTaxExaminationInterestExpense
/ us-gaap_TaxPeriodAxis
= h_FederalAndState20032009Member
 
2005 - 2008 [Member]      
Income Tax Contingency [Line Items]      
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions   14us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions
/ us-gaap_TaxPeriodAxis
= h_A20052008Member
 
Treatment for expensing certain renovation costs [Member]      
Income Tax Contingency [Line Items]      
Interest on Uncertain Tax Positions     6h_InterestonUncertainTaxPositions
/ h_EffectiveTaxRateReconciliationAxis
= h_TreatmentforexpensingcertainrenovationcostsMember
Expiration of Statutes in Foreign Jurisdictions [Member]      
Income Tax Contingency [Line Items]      
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount 4us-gaap_IncomeTaxReconciliationTaxContingencies
/ h_EffectiveTaxRateReconciliationAxis
= h_ExpirationofStatutesinForeignJurisdictionsMember
   
New Uncertain Tax Positions [Member]      
Income Tax Contingency [Line Items]      
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount (5)us-gaap_IncomeTaxReconciliationTaxContingencies
/ h_EffectiveTaxRateReconciliationAxis
= h_NewUncertainTaxPositionsMember
   
Statute Expiration on State Tax Filing Positions [Member]      
Income Tax Contingency [Line Items]      
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount 13us-gaap_IncomeTaxReconciliationTaxContingencies
/ h_EffectiveTaxRateReconciliationAxis
= h_StatuteExpirationonStateTaxFilingPositionsMember
   
Fixed asset related items [Member]      
Income Tax Contingency [Line Items]      
Deferred Tax Assets, Property, Plant and Equipment $ 18us-gaap_IncreaseDecreaseInDeferredIncomeTaxes
/ h_DeferredTaxAssetsLiabilitiesAxis
= h_FixedassetrelateditemsMember
   
XML 130 R132.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity (Narrative) (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Common Stock [Line Items]      
Stock Repurchase Program, Authorized Amount $ 700us-gaap_StockRepurchaseProgramAuthorizedAmount1 $ 400us-gaap_StockRepurchaseProgramAuthorizedAmount1  
Share repurchase, value 445us-gaap_StockRepurchasedAndRetiredDuringPeriodValue 275us-gaap_StockRepurchasedAndRetiredDuringPeriodValue  
Stock repurchased (in shares) 7,693,326us-gaap_StockRepurchasedAndRetiredDuringPeriodShares 6,604,768us-gaap_StockRepurchasedAndRetiredDuringPeriodShares  
Payments for Repurchase of Common Stock 443us-gaap_PaymentsForRepurchaseOfCommonStock 275us-gaap_PaymentsForRepurchaseOfCommonStock 136us-gaap_PaymentsForRepurchaseOfCommonStock
Stock repurchase related costs 0h_StockRepurchaseRelatedCosts 0h_StockRepurchaseRelatedCosts  
Percent repurchased (in percent) 5.00%h_PercentOfStockOutstandingRepurchasedDuringPeriod 4.00%h_PercentOfStockOutstandingRepurchasedDuringPeriod  
Stock Repurchase Program, Remaining Authorized Repurchase Amount $ 444us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1    
Pritzker Family Business Interests [Member]      
Common Stock [Line Items]      
Percent of Class B Common Stock Owned (in percent) 77.50%h_PercentOfClassBCommonStockOwned
/ h_OwnershipInterestAxis
= h_PritzkerFamilyBusinessInterestsMember
   
Percent of Outstanding Shares of Common Stock (in percent) 57.90%h_PercentOfOutstandingSharesOfCommonStock
/ h_OwnershipInterestAxis
= h_PritzkerFamilyBusinessInterestsMember
   
Percent of Total Voting Power, Common Stock (in percent) 74.90%h_PercentOfTotalVotingPowerCommonStock
/ h_OwnershipInterestAxis
= h_PritzkerFamilyBusinessInterestsMember
   
Other Business Interests With Significant Ownership Percentage [Member]      
Common Stock [Line Items]      
Percent of Class B Common Stock Owned (in percent) 22.50%h_PercentOfClassBCommonStockOwned
/ h_OwnershipInterestAxis
= h_OtherBusinessInterestsWithSignificantOwnershipPercentageMember
   
Percent of Outstanding Shares of Common Stock (in percent) 16.80%h_PercentOfOutstandingSharesOfCommonStock
/ h_OwnershipInterestAxis
= h_OtherBusinessInterestsWithSignificantOwnershipPercentageMember
   
Percent of Total Voting Power, Common Stock (in percent) 21.80%h_PercentOfTotalVotingPowerCommonStock
/ h_OwnershipInterestAxis
= h_OtherBusinessInterestsWithSignificantOwnershipPercentageMember
   
Weighted Average [Member]      
Common Stock [Line Items]      
Stock Repurchased and Retired During Period Per Share Value (in dollars per share) $ 57.79h_StockRepurchasedAndRetiredDuringPeriodPerShareValue
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
$ 41.64h_StockRepurchasedAndRetiredDuringPeriodPerShareValue
/ us-gaap_RangeAxis
= us-gaap_WeightedAverageMember
 
XML 131 R146.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions (Equity Method Investments Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transaction [Line Items]                      
Management and franchise fees $ 101h_ManagementAndFranchiseFees $ 94h_ManagementAndFranchiseFees $ 103h_ManagementAndFranchiseFees $ 89h_ManagementAndFranchiseFees $ 94h_ManagementAndFranchiseFees $ 77h_ManagementAndFranchiseFees $ 96h_ManagementAndFranchiseFees $ 75h_ManagementAndFranchiseFees $ 387h_ManagementAndFranchiseFees $ 342h_ManagementAndFranchiseFees $ 307h_ManagementAndFranchiseFees
Equity Method Investments [Member]                      
Related Party Transaction [Line Items]                      
Management and franchise fees                 29h_ManagementAndFranchiseFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
32h_ManagementAndFranchiseFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
37h_ManagementAndFranchiseFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
Due (to) from related party $ 11us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
      $ 7us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
      $ 11us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
$ 7us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_EquityMethodInvesteeMember
 
Maximum [Member]                      
Related Party Transaction [Line Items]                      
Equity Method Investment, Ownership Percentage 70.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
              70.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
   
Minimum [Member]                      
Related Party Transaction [Line Items]                      
Equity Method Investment, Ownership Percentage 8.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
              8.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
   
XML 132 R119.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans Employee Benefit Plans (Multi-Employer Pension Plans) (Details) (Multiemployer Plans, Pension [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Multiemployer Plans [Line Items]      
Multiemployer Plan, Period Contributions $ 12us-gaap_MultiemployerPlanPeriodContributions $ 11us-gaap_MultiemployerPlanPeriodContributions $ 10us-gaap_MultiemployerPlanPeriodContributions
New York Hotel Trades Council and Hotel Association of New York City Inc. Pension Fund [Member]
     
Multiemployer Plans [Line Items]      
Multiemployer Plan, Period Contributions 4us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_NewYorkHotelTradesCouncilandHotelAssociationofNewYorkCityInc.PensionFundMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
4us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_NewYorkHotelTradesCouncilandHotelAssociationofNewYorkCityInc.PensionFundMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
4us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_NewYorkHotelTradesCouncilandHotelAssociationofNewYorkCityInc.PensionFundMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
National Retirement Fund [Member]
     
Multiemployer Plans [Line Items]      
Multiemployer Plan, Period Contributions 3us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_NationalRetirementFundMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
3us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_NationalRetirementFundMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
2us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_NationalRetirementFundMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
Other Funds [Member]
     
Multiemployer Plans [Line Items]      
Multiemployer Plan, Period Contributions $ 5us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_OtherFundsMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
$ 4us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_OtherFundsMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
$ 4us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanNameAxis
= h_OtherFundsMember
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPensionMember
XML 133 R1.htm IDEA: XBRL DOCUMENT v2.4.1.9
Document and Entity Information Document (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Jun. 30, 2014
Jan. 31, 2015
Document Information [Line Items]      
Entity Registrant Name Hyatt Hotels Corp    
Entity Central Index Key 0001468174    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2014    
Document Fiscal Year Focus 2014    
Entity Filer Category Large Accelerated Filer    
Document Type 10-K    
Document Fiscal Period Focus FY    
Amendment Flag false    
Trading Symbol h    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Public Float   $ 2,459.1dei_EntityPublicFloat  
Common Class A      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding     36,880,550dei_EntityCommonStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassAMember
Common Class B      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding     111,405,463dei_EntityCommonStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_CommonClassBMember
XML 134 R125.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Effective Tax Rate Reconciliation) (Details)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Statutory U.S. federal income tax rate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 35.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
State income taxes - net of federal tax benefit 3.40%us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes 4.80%us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes (0.30%)us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
Foreign and U.S. tax effects attributable to foreign operations 1.70%us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential (0.40%)us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential (27.40%)us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential
Tax Contingencies (2.60%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxContingencies 0.20%us-gaap_EffectiveIncomeTaxRateReconciliationTaxContingencies (10.30%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxContingencies
Change in valuation allowances (1.00%)us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance 0.00%us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance (66.30%)us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
Adjustments to deferred tax assets (1.50%)h_EffectiveincomeTaxRateReconciliationAdjustmentstoDeferredTaxAssetsPercent 0.00%h_EffectiveincomeTaxRateReconciliationAdjustmentstoDeferredTaxAssetsPercent 75.40%h_EffectiveincomeTaxRateReconciliationAdjustmentstoDeferredTaxAssetsPercent
General Business Credits (0.40%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits (1.30%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits (2.50%)us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits
Equity based compensation 0.40%us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost 1.10%us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost 2.00%us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost
Other (0.90%)us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments (3.20%)us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments 2.70%us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments
Effective income tax rate 34.10%us-gaap_EffectiveIncomeTaxRateContinuingOperations 36.20%us-gaap_EffectiveIncomeTaxRateContinuingOperations 8.30%us-gaap_EffectiveIncomeTaxRateContinuingOperations
XML 135 R18.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets
12 Months Ended
Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill And Intangible Assets
GOODWILL AND INTANGIBLE ASSETS
The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013:
 
Owned and Leased Hotels
 
Americas Management and Franchising
 
Other
 
Total*
Balance as of January 1, 2013
 
 
 
 
 
 
 
Goodwill
$
189

 
$
33

 
$
4

 
$
226

Accumulated impairment losses
(93
)
 

 

 
(93
)
Goodwill, net
96

 
33

 
4

 
133

Activity during the year
 
 
 
 
 
 
 
Goodwill acquired
14

 

 

 
14

Balance as of December 31, 2013
 
 
 
 
 
 
 
Goodwill
203

 
33

 
4

 
240

Accumulated impairment losses
(93
)
 

 

 
(93
)
Goodwill, net
$
110

 
$
33

 
$
4

 
$
147

Activity during the year
 
 
 
 
 
 
 
Goodwill acquired
10

 

 

 
10

Goodwill disposed or held for sale
(14
)
 

 
(4
)
 
(18
)
Foreign exchange**
(4
)
 

 

 
(4
)
Impairment losses
(2
)
 

 

 
(2
)
Balance as of December 31, 2014
 
 
 
 
 
 
 
Goodwill
195

 
33

 

 
228

Accumulated impairment losses
(95
)
 

 

 
(95
)
Goodwill, net
$
100

 
$
33

 
$

 
$
133


*
The ASPAC management and franchising and EAME/SW Asia management segments contained no goodwill balances as of December 31, 2014 and 2013, respectively.
** Foreign exchange translation adjustments related to the goodwill associated with Hyatt Regency Mexico City.
During the year ended December 31, 2014, the acquisition of the Hyatt Regency Lost Pines Resort and Spa and adjacent land created goodwill of $17 million, which was recorded within our owned and leased hotels segment (see Note 8) and we revised our initial purchase price allocation related to the acquisition of Grand Hyatt San Antonio, resulting in a $7 million decrease in goodwill recorded within our owned and leased hotels segment (see Note 8). Additionally, during the year ended December 31, 2014, we classified $14 million of goodwill related to the Hyatt Regency Indianapolis as held for sale (see Note 8). At December 31, 2014, our indefinite-lived brand intangible acquired as part of the 2013 acquisition of The Driskill was $7 million (see Note 8).
Definite-lived intangible assets primarily include contract acquisition costs, acquired franchise and management intangibles, lease related intangibles, and advanced booking intangibles. Contract acquisition costs and franchise and management intangibles are generally amortized on a straight-line basis over their contract terms, which range from approximately 5 to 40 years and 20 to 30 years, respectively. Lease related intangibles are amortized on a straight-line basis over the lease term. Advanced bookings are generally amortized on a straight-line basis over the period of the advanced bookings.
The following is a summary of intangible assets at December 31, 2014 and 2013:
 
December 31, 2014
 
Weighted Average Useful Lives
 
December 31, 2013
Contract acquisition costs
$
355

 
26

 
$
348

Franchise and management intangibles
156

 
24

 
170

Lease related intangibles
143

 
111

 
155

Advanced booking intangibles
12

 
5

 
8

Brand intangible
7

 

 
7

Other
8

 
11

 
8

 
681

 
 
 
696

Accumulated amortization
(129
)
 
 
 
(105
)
Intangibles, net
$
552

 
 
 
$
591


Amortization expense relating to intangible assets for the years ended December 31, 2014, 2013, and 2012 was as follows:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Amortization Expense
$
30

 
$
25

 
$
26


Amortization expense of $1 million and $7 million was recognized in 2013 and 2012, respectively, related to the accelerated amortization of an intangible asset.
We estimate amortization expense for definite-lived intangibles for the years 2015 through 2019 to be:
Years Ending December 31,
 
2015
$
29

2016
25

2017
24

2018
24

2019
23


During the fourth quarters of 2014, 2013 and 2012, we performed our annual impairment review of goodwill and our indefinite-lived brand intangible. Definite-lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. During the years ended December 31, 2014, 2013 and 2012, we recorded no indefinite-lived intangible asset impairment charges. During the years ended December 31, 2014, 2013, and 2012, we recorded the following impairment charges, which are included in asset impairments on the consolidated statements of income:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Goodwill
$
2

 
$

 
$

Definite-lived intangibles
2

 
11

 


The goodwill impairment charge recognized in 2014 was recorded within our owned and leased hotels segment. During the year ended December 31, 2014, we recorded a $2 million impairment charge of franchise intangibles which was recorded within our Americas management and franchising segment. For the year ended December 31, 2013, we wrote-off $11 million of contract acquisition costs related to the entity that owned the Grand Hyatt San Antonio hotel, in connection with our acquisition of the interests in the entity that owned the hotel. This charge has been recorded within our Americas management and franchising segment.

XML 136 R80.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Dispositions Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Hotels
Dec. 31, 2013
Hotels
Dec. 31, 2012
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed $ 1,467h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed $ 601h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed $ 87h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
Gains on sales of real estate and other 311us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 125us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal 0us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
Deferred Gain on Sale of Property 383us-gaap_DeferredGainOnSaleOfProperty 192us-gaap_DeferredGainOnSaleOfProperty  
Restricted cash 359us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue 184us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue  
Gain on sale of artwork 0h_Gainonsaleofartwork 29h_Gainonsaleofartwork 0h_Gainonsaleofartwork
Number of franchise agreements 253h_Numberoffranchiseagreements 187h_Numberoffranchiseagreements  
Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 52h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
   
Full Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 4h_Numberofhotelssold
/ h_HotelTypeAxis
= h_FullServiceMember
   
Hyatt Place 2014 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed 51h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Gains on sales of real estate and other 13us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Restricted cash 51us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Hyatt Place 2014 [Member] | Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 5h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2014Member
   
Park Hyatt Toronto [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed 88h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattTorontoMember
   
Deferred Gain on Sale of Property 49us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattTorontoMember
   
Restricted cash 41us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattTorontoMember
   
Hyatt Regency Vancouver [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed 116h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyVancouverMember
   
Deferred Gain on Sale of Property 64us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyVancouverMember
   
Restricted cash 46us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyVancouverMember
   
Hyatt Place, Hyatt House 2014 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed 581h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Gains on sales of real estate and other 153us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Restricted cash 92us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Hyatt Place, Hyatt House 2014 [Member] | Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 38h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
   
Park Hyatt Washington [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed 97h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattWashingtonMember
   
Deferred Gain on Sale of Property 57us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_ParkHyattWashingtonMember
   
Hyatt Residential Group [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other 220us-gaap_ProceedsFromSalesOfAssetsInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattResidentialGroupMember
   
Gains on sales of real estate and other 80us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattResidentialGroupMember
   
Hyatt, Hyatt Place, Hyatt House 2014 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed 310h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Proceeds from sales of real estate and other 311us-gaap_ProceedsFromSalesOfAssetsInvestingActivities
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Gains on sales of real estate and other 65us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Cash Disposed From Sale of Assets (1)h_CashDisposedFromSaleofAssets
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Combined Management and Franchise Agreement Minimum Term 25 years    
Hyatt, Hyatt Place, Hyatt House 2014 [Member] | Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 9h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Hyatt, Hyatt Place, Hyatt House 2014 [Member] | Full Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 1h_Numberofhotelssold
/ h_HotelTypeAxis
= h_FullServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattHyattPlaceHyattHouse2014Member
   
Hyatt Key West [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   74h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattKeyWestMember
 
Deferred Gain on Sale of Property   61us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattKeyWestMember
 
Andaz Napa [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   71h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_AndazNapaMember
 
Deferred Gain on Sale of Property   27us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_AndazNapaMember
 
Andaz Savannah [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   42h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_AndazSavannahMember
 
Deferred Gain on Sale of Property   4us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_AndazSavannahMember
 
Hyatt Regency Denver Tech [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   59h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyDenverTechMember
 
Gains on sales of real estate and other   26us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyDenverTechMember
 
Hyatt Regency Santa Clara [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   91h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencySantaClaraMember
 
Gains on sales of real estate and other   0us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencySantaClaraMember
 
Deferred Gain on Sale of Property 6us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencySantaClaraMember
   
Hyatt Fisherman's Wharf [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   100h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattFishermansWharfMember
 
Gains on sales of real estate and other   55us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattFishermansWharfMember
 
Hyatt Santa Barbara [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   60h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattSantaBarbaraMember
 
Gains on sales of real estate and other   44us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattSantaBarbaraMember
 
Hyatt Place 2013 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed   68h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
 
Deferred Gain on Sale of Property   4us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
 
Hyatt Place 2013 [Member] | Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold   4h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlace2013Member
 
Hyatt Place and Hyatt House 2012 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Proceeds from sales of real estate and other, net of cash disposed     87h_ProceedsFromSalesOfAssetsInvestingActivitiesNetofCashDisposed
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceAndHyattHouse2012Member
Deferred Gain on Sale of Property     $ 14us-gaap_DeferredGainOnSaleOfProperty
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceAndHyattHouse2012Member
Hyatt Place [Member] | Hyatt Place and Hyatt House 2012 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold     7h_Numberofhotelssold
/ h_BrandAxis
= h_HyattPlaceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceAndHyattHouse2012Member
Hyatt House [Member] | Hyatt Place and Hyatt House 2012 [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold     1h_Numberofhotelssold
/ h_BrandAxis
= h_HyattHouseMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceAndHyattHouse2012Member
Like-Kind exchange released from restricted cash [Member] | Hyatt Place, Hyatt House 2014 [Member] | Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 21h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
/ h_LikeKindExchangeAxis
= h_LikeKindexchangereleasedfromrestrictedcashMember
   
Like-Kind Exchange remaining in restricted cash [Member] | Hyatt Place, Hyatt House 2014 [Member] | Select Service [Member]      
Significant Acquisitions and Disposals [Line Items]      
Number of hotels sold 6h_Numberofhotelssold
/ h_HotelTypeAxis
= h_SelectServiceMember
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattPlaceHyattHouse2014Member
/ h_LikeKindExchangeAxis
= h_LikeKindExchangeremaininginrestrictedcashMember
   
ZIP 137 0001468174-15-000025-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001468174-15-000025-xbrl.zip M4$L#!!0````(`'B$4D:UFU^N._4#`)&Z20`.`!P`:"TR,#$T,3(S,2YX;6Q5 M5`D``[0%Y52T!>54=7@+``$$)0X```0Y`0``[%U9<]LXMGZ^4W7_@\?/XSB2 MG$['EQ;MNQQG*2R5,*)B$1;0K0`*1LS:^_`+5+U,X%RZGJ)1'!!0?? M^.X\N;M\1&F'O,)[?QQ_*UU4F]=-AK'__STOW_[ M^/>3DW]?/-P>73$O[F(:'5URC"+L'[V0*#CZX6/Q?-3FK'OT@_%GTD?_.&HS MWL4\'!S]P$_7))3/%"'C[M]8F'Y%S] M]TCVAHISC\4TXH,_CH,HZIV?GJI+;P3VWG18_W1T\;3ZME([>5LYJ56.Q[?% MG,O.K[IO=%7=>#9_HX])^CWR0DIS_.H%Z>W5E90;IJU?7E[>!`,416\\UDU: M5JK3=H3VL8C2'SV\EM)K(MA9M?)^[A7)G8QW9/.WM=-1B_$-A$ML*<>)/[-M\T?P/' M[94]^>U47ATW%,1+[X*\D-(!$?7XBO;R2LH-L3CI(-2;W--&XBGYD-&%%%#( M*YR%6*3>DUQ)OTG)(?VFY$K:31''G95R^G`JKX^;J@O^@C),Y#F\.-#(%W,E;@-_(SCD?7U"C\<2Q( MMQ?*#ITF#QDRG,=HA%^C(R(_^?I*W?NOLY^/5\E[QFTD+Y-HD/PR_HGXZLBM[ON5TZ36CM_2D7C%_[L52 M##RZDB;BTQA3;ROC!TROS=Z!J3]M7ZE*#$Y?Z$]:CW^;OG+\RTA"*V36D(]] M]Z_*9^K?M^_D[\&OD7;]:D7RV<_V5B$F+2];M,IIBX7<=^42V&=KST=>?K^S?\:=QD^4. M?CQ-??[H@TZ7OV@G<`RU)%)#_6Y(-Y.^CZYH,-07M@_UA?E#?=U(F+"J+0W. M=%^2X&\GM;>9=E\9@II!AJ"VHR&H96\($IE5#9)9=4>957.066.(,VT%-J-F M"Y#)D&6,Z/Y9?MT'CTD+CTF[$09'R9`1KH$.:Z+#>1FIO4<8=-B0$:Z:X894 M<^I^Q8SN5W+H_C366U;QS_^)Y?=)N/<8E7\5][RX&X=JNN8^"C!7S3@. ME#[U<8-ZK(L-UOZTKD\98.N^YTL,6@;!9_N`Z9%C)&(^2-C66MBD]+)`@&B0 M+I_)DNS*-KY/(BES%#81\1OT$O5(A$)KH;*VOP6"1ID<+%Z)A-UU'*Q"858A9XW?/PP!")3B M&.@0;JS,34&L47RLD7.6:N_0$KP""#"!%;3(0.@03.[-(Y#OU"O?J0O;[.6U M?F54/8BS4"UA:,A'E[8;'4A\=-#A[ M@0,,3AD&1Q?([&5P('!VR>SL-^4"M%(0K>0\_;(W28#3`=0`^1)-\R5ZSMD" M+C3"15YSN7OEX,'C+,JLF)V)ARG_4J;\=8AF1]7Z$*9H'Z;DM5AA+\L"88H; M]F0O<``[E)$;-1HR$,24'L1H!Z;]TB1@F=Q(>\#TO8FIC#U3GQ"@EK`L(2]= MWSWPW:;J].YC#;:[#-NM#Z?#^),MOLX0]*W^"FA'+?O@DH#?2H-"K#KN^=DP(>07J9,F0I/;%TS*[C M,+1AQ);Z8<5X^9C\^IQ\S\7@EGE(Y7F3@1L=6/KK6\L>/92=/4_K[/&G46_/ MO[76CBKH>EIVY4$&%IQXTHVX1"*HT^1_RO7HHU!Y'>F_CJ"4>![S3S`'4-,@ M>U\)*'RL%('Q**DE%N&6#5`8#9J<=3CJCL;]"PO])A*BQWAT'5/?G$$/SI<[ MI(8QO4?&QU1G,(;&ZV%F;"W%Y6'L"W7B>DM>$81^%AYG+^8,?3:(#\U"QMJ]JX#=UUGB^ MKX%G9Y%G5P1*KO!3U)`/YK'ZW(52F>1W3T5:MPQ1`^?9EGLW6R63VCWC1S=U M[AS87R/V+\+NI^BU]/EEO_V;`8JB%J)U&C%*F'D#G:;4TOM?V3>K-!K&M?AQ M+2*R2QW7ZY"AB-`.ZF...O+?"'LS5DM>I;8,\]9=M6K4#_+1;\DS_I-0__.K M%R#:P>.P]GH]W%(SQB,HLZ@-$&8:H@D[BD=V5CXD&S5`^74I)2:B7 MN-J#R<3BN.TM1@('+/0;W1YG_<0C-S!RW*++TU!R39_SA8)V^W<="!Y5Q11' MF$_:#*4U93>E?'-WW!%*NG'79FL0ECKAC/.J@#IZV-I`9#Q%**G.NE(K1*8P#"?&^W28>!CJ< M)Z=4J0`9%G4$$SB`>CJ`.IRW4C3?.9$A*9SO(#^R+X`O8B)E13NRV?B/RWE3 MYPWX5E("@VXEP)U@[-(![C"#+U6)2^3X<8COV\-5YWL)`1ZFWHF0?=0R20K"E(%X'1,\%+U:2`$L-14D1-TX$H MN<+R-W[%7F0,^4*3];A-R9`J=+R]O70/,MO(`_`SQ<\#IH@(H0J\+[':0^FN M%7&,(R?!LU$8@)Q9YA&(JSVWD,\X2C0-';&Y!FH0^%TF*2,QUR&F:#_ MBRF1WY"(3#0YZ:,(WT8&;2Z2%:36"@*R0H`831%C`,=`G&91G%;(+M,0IUD6 MIQE@UYJA%,V0S(=1BKAX\_V->Y!9)P?CK5J&>/F!2(C12,&2V7`WYSO6R<%X MO&1HE0`O&N'%`"_F*WL*<>/FIY,@6>H\(`,\%2T]%0/P`A4:&E=H&!`9@24J MQ1(9X-/"C)5E,U8&6#.H%].R7LP`Y$`EAA:5&`7M@7;H)(*:;9$1AE0L)E\5 M1TU&QLL47<++.CGD"QGM%N&D+!L_$&2/+$+A-W5VK&`A\=7AD#=,](C\5=[V M73X@YBYZ2[O(I4`0:KH8/3.FNV&QB!AMQ1W$;Y%)1PQESW;IL@#&.WAN?E&- M78X*-TO#,79;S%R-CX:H>U*2@DP.S!RQUJ@:YI:)J*G:F8>@%1V<<%%Z#XW. M0:58,!CF$H99.VN3<=K:CD,V#C4QEA['D;T;#+&84;&8#H254RPV,@97US\: M\F6<)E,"**P3KDY*=0^!6PO%0?A5,X7?TLY_Z4]Q#X([":9`&&JZ/W9F&:EZ M+")"QZ4:[N%NO22`[\#G<\GGTX7M,DZ)SK@W7_'+/0^QD6?W9NGF+7=M\^Z:LMI4FC/G/C0Y;F/.L<^QE!IETD2H-DK.9,$+!GJ4C>>'#[ZFX:GW/../YX83AI ML:CQXH5$`:$LYDS)$E$_3&09)+(<"]T^&XHZ9-9Y9Y9^L[V.+F;BG? MF8,C-PA8%W="$_];%[6J@5J!6MFC5CJX1XWA?`3H%.B4J3HUDUVL%K`1%F@( M:(BY&E+$AF"@(:`AYFI(GIM0!5(W^#..T%.(IX-U,6ARUN&H.]EK!\8T>'NVBN[:GQ8WZV]9A_8:'?1$*HA6C7L4G;IFPYU.D= MM,+NP0CK,,+EZS#PMBT5FJ/\/2AV:8JM9?ZY"K#0"1:ZE,;N!`LP$LZOC@*@ MZ`H4'69D=O8_`"CN%IKLQ"C@D;C`'XO9^&M$^'<4QOAB4!<"1Y>AE-!R_OTK MHU*N7/8Y:640>8RSSRL[NI`(3^^I%7F*[<>\%4@=><2\NS098-F0K^ZHT5F* MW;4<1MPU'0=>-UW++:DEGKQ##6/BM3]B+Z#D/_'X[GJE^OFUASWYA5>DKP#D M/\C/_8D1KYF'6)B@/^`;TS&BWKX9)`Y&@([0P]M5(R\J52`(((@106R&B6,4 ML<9KG/SQ1L(:<2\8W.(^#N?H8=*F07MQ))(&U06MW95R[AC%@V$^1R5IS/9( MUPAQJKUKI)B54NS,*.FC8+2WG`/6:P=B_5OKD6,D8CZ0+;^P/N;4S"7*64!^ M&R%XS7CF'3HYUH-G!O M&*SKN%6(T,#:0QY4(VL/>=`"K'WPZRZF4GX]%,HF3<[Z1$:8*/S*(MF"^A<, M['_!^`_.MQX2T()L^!^T0#LK`%I06N1GBZMMLA$`[[]X[]_\)++)A`]Y[2(K M?J#N09MZ'ZA[*,RS`=1KX]@`Z@OC>O!K=*!Y\&N*8'@;2X9LH'LGJY@TT(VEC4STO?*FR[`T08=:T8;=,:4Y.@90/'';3FUT'\'QK-.5^75W8@ M!W5YMM(Q<)_FW`?5^!KQH#O5^,Z6D4+-9F:8,-IM`Q])-TMHD]ME@S%TRA-T MO*P6:ECUK^4S-]UL0PV?Q1EP9T-6B`]UYKL[QJ,.ZF`H;M.!_]:/AM'8GSG. M98R]BU@0BH6H>U(HDO:E[$;NW\T`1=$#5O4>@WL>(NHS\P"YHGO*O5O9OWR' M6+O#7&:.E]L-%'?XE7CLDJC->BW%Q6(7"X2&+@?*G6T+C2] M>@"K!,N)>6''I_+=H?5:20:ZG2,YWNT*J;):'"BD+21@8 M+SM46+)5%^R+I6\6`*(>?2)_B'J*W"/+DN6)-@0][JR8U"#F@;ROGM&0,WG? MFEX>D-LY@+)]GI)R`#4SL`US&O;PNQ;>?1&X=ZK@SJ#J-D,X[U![;DG2S`;C MKD,>SQ#4PQ[')B.I0?6,QO,%G@5D6]U"O MW2R+3ADY2Q<(&KT:SQ"^A/.V[$+)V$-'EB".9%8:]>?;0`]NHU M3@L.K0ZP9.+59!O@VERP!JB'S+!&N'ITHS/AKX_:X M,^.O0:V+\S%MV?4M$-/"'N/N.#;`[7"VJK-4#UY],?B'JAWM5`"J=DJS`K"J M60?NAU7-16`=:G4T@CS4ZA3*\C![I0_T'9J]G)H9<#:I`QF4#.,'2R;U809]@HFKX2G= M/Q^O)L-\$0M"L1!U3\I$2&DP.IKANQF@*'K`*FH:?.&(^I>#'IT@JA M9Y7V*8X^UP^:\919`S??!#>_MB/QUHH@WI49@R;BSXG>?,4O/QE_-A`;JS,% MZ9VSC0CJGL=B&HFD:OB6(:I*AZ\)E1HC*?,!>YCTT5.(+P;3/\\X7-^H4$DU M/+WED26^S/T+Q=Q`BW>(/!1JMA*(@X0RFYD^$'/?T9##AQ(-2&\\T3EM[2#P MMI>*T1GMC+'4`O::CSI+YJX"YD.R-8``(+T`I*7QJX+Q<\[X57,R?AEB";A+ M+^XR"ST0^ND7^N6,H.S=)S!G.ILS+9VI#*,_H#"M*:R@"#!%/O)/C/NS5<,7 M@\L0"7'?3FEM*YHR$8PFL-*.RJZ&WE@>0+3,K\\,AJ4[^',@K.X(PFHQ!:`` M0I=`J$.A3XY,"";9%)-L.1L"$$T!HBZ,F%.0`F;9!+.L0X"R6`8&"+0<@3D7 MG^6%)S"M&IO6`C!5;#50#AO4F83-LN=8=U&C@C:]TSWC7<:<20X;L[BD)8<3 M=\%ZLLUF+Z`G8$U=4Q/ M"H[F'30IAD7S8$O*UA$'+8EA.@)V1),(Q<%PWLP(!6)Z333&0>-BIL;88&-2 M:L5@-:9.?I-]56&+!12`-ZOP5MR^F;!V4W^3#/0%:S=-7KMI!H4!B/0#D9;$ M58/"56<+5PLYP`R*ZYTIKL\K'5$%[]Y-[UZ'M9/CS:6"-"JKAR%[D3]*LZ]PBVWQR7>BF M!G2C-=WDY3<7FP.'.7V7RE^*GLPO8J&M:>7&#FJ)<>7&H"=EVQ(H-]9=1XHN M-P8=@8HPTW2DZ%(P`W0$EG>!OP5ZHJ&>..AQ&:'8O:0K1.(T8),P]!:XY]7=U!HTEE\?"?U2,\>Q#V'7XE'KN4 M7V_5&*_KHO&SL8LG?6\UT/<\E+!GBTX3H23"MZ2ORFWDUW6(FG)*3GR_&-RA MOQA/*F]&SZO[_60FBK%G2:K3&ZR%SIS0,O."MI>Y^I[U0B_0C.FR96UM*Y*[ MXD0\DS"T"IOSG3)^GG>[D006`Q;3'JR+6Y$DNZ1X%86JYZT`XTA& M,77?3P8*A5=$>"$3,E"1$I-_Z3&!PB^)M@.$& M&*;*RT&'[M"\Q%Y^P/B>6XP$'KZ.J]N:(?+L<@7VS'?DY0N,;UHC>*-I>-&Q M+8R#Y=/0?[^B'C(/O<41[X*0C'8\9PQ^\.M":?FL-9[1)_G3+7G&?Q+J?W[U M`JF@XWF#Q9\7"+58_R'YXOJ(JVY8++!*HIF#YN!\,@@3&[\MJVWU^+1!5&]* M'\6LV+U@KV@="AQSCLKTZ.OJW2T48M:^CL.PA7F?>/@!H_"S4&_G.)3_]2-6 M>5NKX#G@F:"K)5B>_07J&.S+2PU>2_[V`B(4_]PABCH)**8W&IA:,2A'N*7T M;?'98"J^M*EX[2@O9>.;8GWOJ>LUYW>=F0>W@MW5]8(K$,8Z;*0S4]BV(2*% M"%/#"-/MB$^',KW2[4`R%D#\VZ(6F#Z5Z1,E!J;/F.EGI`I,#TR?3>'(=_D. M%OP&V&V&;)C#'8)M!2MDDB&6>]#4PK5I. MW&3@$M*2XJ9"%G)JE^@MMU@8HGLMH_OB=]7?SO[=,A$U53M8;[&+65T06TFS MJ=JL&]/!_RLS;(%*&B>Z88'D]F,X3 M!Q+V:EN;N7V`0NQ%(XMH7O&_J99"JL_L0`RW(%H:B4/5R*4%`&#_=BL5A>TN M;,L4[I2U:2+^G*C,5_SRD_%GJV"0WCE@@V(-=`M)Q^L"\2?$887I)ANV+"P' MV:M4N/Z)!S^PB`"I&Y`Z)R<'09I/*,5Q%\E@5\:I5(Y/Q(D78=]#(H`8RY88 M:\,00_!EO+NUDAIF9AU*U6.(4<#G%G2[*"ZCZPU+V]/1D5I#S39T MU&9SYYQK9[=+$4$DJ'-Z!V+!\MWK4G>U@SU2-=LC5<`TL#UZU9'C+!*OO0CM6!G))UW M1M)IS3RDL2&-;6.6KO2*#9A%U'@644O(EII8;B%)(!0%`-8-R>5Y03GFW&9T M!,2>KL6E_!2.O&CF59=,1'8EEK5S+=9+W4$%V&MCAPO"NY)@`M2U"JWKNE@@ M-'38W$"+P#]9O"?5%]8Y;AOY+TK,Z-"_,:0GX*9RN6EFE*LV[QAKT*$$)>?" MX1#0,JWB%:9]S!^Q!^'MEE9Q46(`7'#GC`!NL>Z`4DX_WU5V#C%P(8;%XDU*=J3^T&#'3KZ>ZG6U*+S[5Z-6U&"?XU[5N$Z$@) M3IV%$BWT<6"[CT,)9=GJMB%PN#Y6A)6KK-$;.-:)*7XBPN%1S!&$S#L>^,@) M.(P`D`3P&M=8KHF6OF@M^,T]1C;>O(YX/_-'A!]KY&_=6O"C!,4+&-ORK7?A M73M9P].R-B/6$EH&URO^I1UCGB,C5,98.-N75TL5"[EUK93!)AA6-\&44">3 M*E],J6RYG?Z92FIX=D;)Y)D@ M#3^@)8^-XS+*O"]7A(6N&9D#)+"/A#+ZHHG:4H2CKA[E-ZDYIZ[^Z"PP"=]= M,>PI`!%5(Z(H M'W$^(J`X5VUQCCU$`.-DC7$6O+\(0@DWH82YHL?%,(+X`RW?\ZF=0966P2HM MP]D0X(8/W)115]DO&]OND)IN/OP8*0.+K"Q"[Z2\T*\X\8>*1$'W.(B1E'M? M(<&8,SOF12UF3#_FB]?'#Q-K5'[?#VK^%BX.$YH3`[ZXC1>3Z]&.2$9.#;BR MI"]1D;U/\ZE:@OR?\O(:#GXZD05,0+(X"L!-);AASX%`Q!#+442TE@9?P:2O M8*Z12;:D$W!3?8PI^%1NB#'LQ1@6'$5F&@+%BE**%`OW^EKEBZ'9Q*6MQXHPT?M M]+L'^)&"!6,^96T9!7SGLAH2@,ZA_T:_A-R3(>[Q&_=8J.EDGDBV5TB-*X8.K27239Z0<[K^>UI>KJ-EUO$?>6T( M/Q1;1WNEU'#8X\7D?K0S3?B`M5=F[45-^&5:F@KC7]GXL["'`;P][Z.=Q=O# M://NVX_VKR*=_$2&B_OKW;]^HTI&1%VL[_$[-HYJ%KM[[LR5Z]C^#1P=$KE+ M!5-)O2\@)(@-:#A62U-,-#0!#5%JX?!8CSS04/:Q'`6AH=$[0,,0OSEW],'$ M]4GOEOK3E[UJ+Q;[E'^%FNYO=I9;J\"RRUZ8^ABTVCWWC+GSY@L M/>%WA_`2'=O4=[3[H=G&R"'_^FU_TG+?,K7P%*7W!F?[AH.C?H/E*A,:V4P: M%O>_Y`$SB]M([6W.QPVI+Z\IR&A\QJ@_KY=&C=[A:J//PR?@3&AHRO^R>'C* M<*;NFW?S&S_&4D;TS`'2QXH5%\9I(H,"D>&2R*!`9*B]27F9;ON'-`6J!52+ M2X,ZJ"*TKQN=ZT8WSUQDN"D$T8!3)@C/]BB-7C:/$BZ\%+)@RC>,@;5V M>J^;^'$V(%C3G3%%K$&_<-<[/#C4^\$RJ9>WC'W]I'YB\.!CI-ZTSD\ MD]B\6[2/!J""0`6YIH*E+`V-BW>27+=X=R01S]-#>SJ?;6KWE,.J)\M)/16< M@\\HEU4QES-%[%0".BWB[J*(4=\M3L4TC%-:@C.P%XR"1L\F7M)?+>[U-XO#QHQAB?RFSI]% M$FLZ.W61!@R>V2)-ZM@K->LVAD<2U2_V$OT=.?H[WLL^T>U?!T8IA7,&KX"N MFYPV74D2.##:TQ(+%KM3.W`H@S'MP&685>9P5KD`-&1;80A+=F')+K/3RD6L M,/29D@1,B2^F)&5D2E)E>WJ@'EU./9JY2LAY&9@LG%\Y+;&`&=B)2:[%=C)Z MBE676IJG,6_ZEK]62-$$)T$XKB>UAIO"6JH)D8YB:G4LL44)5J*!-S,:>+,J M`\][)[!:%PRQMA-8K!X M,UZ.-RLCWL'1A[PXQLK!""S,U9O@?D=8(- MY&#M"1$>]P+%">;QNL^2<6VE$>NM$H9U8)&5Y2TI^H:1]H]+=8`)AR:;-+X) M(A8[T*RM88K:0?K=-1P=+U>&M<;DR4#F#ANQ=]A/%O6-V-')YFQP;.)9H#F> M,!,K^M[;9Y*]1#"QLJM4!C#Q#R86%H-'!"T`$X]@8B7,G0+3`UH&%.@!;1JL M3';*&[NF%BKIGH7&S;C6`'^!MCPZE:2NO$JPYQG`H;H!\F(C%@"3KX_$'W]; MY-6:ZHZO4OS_ZC8MJ7JOFNP9MN[!U0O=Z;ZOUL]@U=-\JJY M*AC\,#N]5)+,RI]1]88M/(,,AK'K5!Q2D9#09B5%.U4\`F@#M&M:RH*$$1+& MFGGS#/P?O#EX`:B`MXH#<8!,.6LB0#` M")2&9:D\0."&P`UF=4[@I@-D+?$S^JVXSL(BP<%"N[7L]*+MZ*HWW`[A<(5S MM'Q[@$0**&!XWL)B\3J:S;#J=?RG.O,Z^D^\KHK>,1"^<6\=[C/!R._5.;,( MU9&G='.N8N(@W238M-[]FU7+=CA:-+VX/2V[YPPS"R\8G,*[)V)\BV6PDT1V\Y,H;G!+2;T*;(*6`]>70U`G5W)/_F*`AA*H2%QG6 M;&79_O%]EKFBE\D:(ZIHQR4<^H`C&?T>$2F%%!`>V;BG[T,54[NW5&3\Z1+= MUG1..YR?8J$G1!6,0!R%FE1\E&:<+^:6@GD&N;4\KL)-.O*9+"GXE!,^9#D[(4.-#G;*M?6 MS:TG/TP-N()0.B^4578!P20G5UBVL9^FDKX52HV&3/_I\0.5V+)*HF0"SN.U MH);">BV%!9^1>C)FGS7X"JP/+@X3H@/1N)^,.1$)%*_O+/VGR]](?BZI'\LB MF+W1%@XB=2?7;U^&%B8B_T MU=#KP6BMO-^&UC[=6[;M=?:E#!Y3HH;M_OJ!$C*"'V?[/P>^P^O[Y[<:HY^R M,K!/Z4QM@E=H[3WZJXL(A3SFL0_XFZN]MMR?%04VD[?-G%0V6$[9G?;!>#P;=E).534UF(.?/&$RL\@2F2H.32'QA=[T$`E^$R\Y M]Y@XR/;X9^MRG.SOM!)M7+)?X&81]9XZ)IY#S`V>]<'5* M>?[^F!CM51$2!<.VOR')C_38FA.T6N@J,GP8JIL6'J\O4Y[@%BO/U9>M0+Q+.T;*)!AMC"@(P^"+5/R,G-8=_>-2<;S%79:YF_@)[E)4 MU5VZ_K%1#]CYBG33HU1C8BV'V*;.TKOP2'ZXR-!G:TJG!LA>C`WKXQO6YCRN MVDO4RAY0>:B%ZS@2SC(`3:*@J8B\)(*5G`.H%Y-@JJ-_L79GOE-*YR_RV&I3 M$/"<5H%@G.=B1S7$,YHG:'ULTG]Q_/.9%>V_[D:U(J`JA0*X=S[RY:#)E=-DYAA1'MX-0F#5(9!) MCW4IK(!K5YJOL0"C/*;W(>I5'O7*WQ(*,8SO&,8"-;IX_@("6(7%(E;G*J`. MP$T=H.`YC8O1!/ZE0O_")"*`Q53-8LJ?!U4^$-&>UZOC!>]3QU)_*:L5P:KN M&\K$6RQN3Y7)E#\<'(FX'_>3,@I&6(<;]W$:'`=;`J<+1'@D&3&0B)&L1"!( M&8$@E5-]`R"(6#]+'2XFV':(KM((ZCO5%U-W[,GTI39P2)0/P@1P"!8X!%>A M`SR&6&$D%2C`8X@)CE3A!#R&6&$D%?&$#*3>9#,\@P^NH6374/+Z:>`%%?$" M)L89O#E'8[J)T5LD9O>GV_DSA,=NSM_TCBHF_-MNS:E MV6@@Q_L;@"CK^P\TZ35_"ZM2/*Q*X,E8]&121G1(Q:"C]:,)P&`*&*WKAI2M M=$7OE[H%A#C(39DH6_G5AVJK%9LX(OWIFAA`P00H*"(Z&<-'YUINE!\^`!!" MA0WI1VL*\QUL0$*Z;C8RSG'$RY>;=\3\,\ZC*5'PCOSY+MI<]K'HZEY0*L+?[: M5LX.=/'D/V$:?(L@$&01'ME7#A_=7^BR\I"_:@GMKUJ"^"N6E[*'`"D)#4A) M$$`RL(Q^6Q*``,H@/++SJ]P#Z#8-!'@P"(_LWB-_?A5N8`8+GZI?FU]46[+3 MXPR5(%[']R!/6KP^6"9%L4N(;LZG_<'H]XKJ)V"GAQ>W5T)<]-5:Z MM]1-&ZTCCX`-@S[@*S8Q089B:HJVU$V=JI?>^XZW#^8H6BQNX[7FT=I8M>5% M_]:6[Y`?7K&Q&B#B<^DB7`-8"P$I=`X`U M)[`>ZE)1C[_D6=D!7W\_ET8]$+,G84]NLG;)F#@"['VJK=&G&A4!Z.> MRZ@7WYCNQ/86&,?\K9>5+2RA%;@3[)_L]$2_9NT?_(54K[!I]]>'5[:H./S3 M/9XC8XK)NZ[RM%AAG[6EE=L#SPG!RX51U>MF$X^?'AC(MA]GFTKY8?UA8"V7 MENE?[O,'EUCY]G6`SP**E0-&P>)L[_+H+#`1T;M$""X8C,(4\VP,B00;_FEI MKNX#R(FP[B-BFW8&&`4_V1R)^AT["TN[,]^Q[6".EN.<@Z/@-_&2EUOJJ'I[ M=220/LW]_H6]%2!84]XQ0?/P3%S=67'$)&ZD0O*:@6.=A;,"V[QR?&#A0N?X M,N3XX%WR9%=`TAD@Z2S`Z%..7Y]%==4N;"OYG"K(K#C(K$JHV^05$H!P"AL2 M\LQ;1$*.D-E)N"<#.!SF'4YY71R@6@?5NC2.C)79BO.C'G!J)F8K.(^(@"(& M,K.R8B+`@GU8,!>E4I3K>-VH7>UFZ1+*=;FD25"JKTF:E-OB.D!$!8A@K*0/ MI93*2RDE+<3$2(ZE@A8JS@0+>I1KOP@IH0G/,`QJ; M+4/7?*7<484>H^61OH->,N>!D$I'7?V.3#3W[Z6&.Z;4 M0%WH]#=S_I`7K;,]Y&*4EON$0#3P%[>IE2[@W'@+X`_P+Q_^K'#+.#QV?<($I.@)?T&U5D@Q&41O]3:5Q`JB-!ZEM[[#.8^K)2^"P7 M_D"$@`B!00`1`B(D.O"AYB-,S8<5@)>;X@+`A0$X*ZEL7$L=6/G"X,H75D"3 MK1*>J#VH@B2YRO.!5_=:")\U\)Q,0;@$D!$[8"T-%#D>B%T69,,@F"X.LA(A M2EXG*5QLJ#J=9"XJL`+\;,5!H$8\1P+FC("5`F(E1@"I,J3*8`J0);!A$TQG M":P81R5U)(@3$"?8JR9580H0)ZJW":;C!"O&4\7&7;#'E'0`=[**C MJ+[T<0NAOV)K3M!J01,Q8PN.@>6:#M&Q_>@Z-AV:%U-WL.;_@L/E^K&2>D`X M+:J`-9BX;I$`%6:@PL*T3BPC`9Q4B9,*FU5_&GC5U\7Z]65:D^'="G3[,H6R M)(PY=R0P=62'0:Q+E,[DKR%05T7H^/+Q@)-J"%WEQ0&("W5*]$-Q0:&":+KA M.OH[GF+5);I#43_ZK1JNAK4QL98#:[ER';^D_C@;(6+JYMQ^PF2Z0`3WU]$/ M.)J0V)Q)NUH1K.K^@;CV5)E,^7,;!2IL/Z5Q4F."1:D('EL&<"?8ID%` M]3T_'1`O"-B3Z0N`-A*TB=H2D('+`%@`+$_4H`(/"]2`9VH@L*<%X/(,7%8\ M;@7)&%`$'BD"`TF8A]?VC^;!,D/56N+]LAMD(%/%TP7&WF(:1=-T3_'(&.JV M:EBV2[#=7]/_6%DV,KX2RUW9]!%TL.BH>/?05^FFB[5M[PO+#-8M?5LCQYG@ M.3;5]9VIZ;W"QQ[[^#I_@"]'X5[U,UGC MB;#/4J&+'K"#B!$U8B4:7?NZ(64Q.O]^J5M$E/CQ/"P3JI.1BJHY5`3D,$Y,IH%(>,"GP'Y%%OY%#]^!,ALA62V*$^2 M4Z(#,::R&%-&.TR(,76),24UK8(PPU&883(MOL#]`)H8(2U%]>+-J60"V*@0 M&PPF.T!;F*4M1:4_.4492'\J2W_*Z/<.?J0N?B2G9-DU]0U43/?3*"XQ\G:$ M?MD^C?YK\)S@RL&CO0=%/?<;M2G#CGSNXG9S\8RGNK86;,H^>K2FOU.L'.G, M^\V#N_3VJUI'&T[W+]1MJR4U;VY?IL.(;_F?HZ\)/>K@)4-L6OY!(G&OV0Z^ M]]%1,A^_)_RTX-I>PE,ZVKPH841COR2%]B,?FZS'4T_=]4^,` MBMUH]Q$\=?0R2?-4#>O>B7^FYKG(L8'F?VR]U@3/CDHT5YL0AU3G>M2[&??Z MO=9-KS=N#&Z:(UD9RS<]:=A1.C>MCGSU988,F[JO3P_?O7+@4F]._Z;;*C+^ MQHB,-OE_BK>/^W)G-&YWVLVVU%5:4Z<-9);]I]RM!2 MW>7NCB??BX_IW^P4WR)+W9N;<;?;&G5&KE:;]BV.U1-;2'O7ZWW5`ZW*FU>PWKHXX5^R;/GV'1P_2O'[8'RC=]DU_ MW%0:4H\JH"4%KU<:+3H0S<;U?XY?[#UZ][Z13P@&],\$&7>FAG__!Z_3O'C4 MEVZZ+7E\TQGV>OTQO:L3V$+OYD8ZYE>Q;PI_A[5<6J;?T,2/NGZ36\HXO,80 M1Q]UMVGY0;7W./M._[[XW"UV8"#;?IQMFOL#AL*[U>("05MW/UA^=/_`\*PJ#Z_69GW!PJ/:D;^)Q!;S2*4$"SV6PUVM0;GJN!C=^: MX)5%''K9$R>5-VCUQ^U^O]_H#2GT.S>]=FNX]8^]?IOZSJLO?WL!\M2;0I\S MU@U,!E2CU/_QW''[9T4M#'_3DOE'&/Z8QV3G^G$UZ+AT.Y77[X,N:O>'-0!Z,^GVE M-VP/NW)+4;9@;E,W/CX82Y]Y2:UVK]GP_G?X:0>O#WW8!,]UF]JVZ3R@91K? M-5):W9N.U)(;[1MI)#4[@^9@YSI[P]'5E_]G[]J:V]AQ]%^9VO=,\0*2X#YL M%:]GO9N+ZR1[MN9I2K';L69D=5:23\;GUR_8ZI9EMRZ6+-NR\+\5H^(Q@TF""YH'S;S0 M3(?6DWH6-81_^X^/]?+C[SWAWO/_MQJ-_GM<_QA_)@Y2CZOSD^GTFM+$!Y@Q M.52IR8"D1!Z#+CZH-2`PGF'/C-<\:B%0J5L6Z[ZY^EJ/'B"`]1&Y]IG@4!8U MA??DYP*@CXE11+N/N_QW=_Y[25Q]7?^3?G5"`(V_#;^.JKZI+M<+ M\K`T,7]/#/;\]B/S?-???!C\HY[,O75[K^B:9_1=V3N];/_2DT5'R;0,03MA MF&O-#7,D2[]O_\A:XU^OUC2JSXK_"H/IY>=J-AM5Y_/^98,IO5A??:_&TZ:>D?Y5?ESK$FXKA#\&D_-% M=>CR[TM?_.OT>KI%U0C"VAA]M$C.`SP14>(>F2:/4_0;>U_5N8Z[*M$I?U5B MQA_-;^9$KJO4/%[Q[E7ZWHMZ,B$<&)J=(@?6^BPO MG")?<2K^UJBYB[C/J.+&)G:W[R+#N_NY#X-_#:^NKWJ`(#-9RQR(GG$C`W`9 MV[S$FF`51=]3_38!(6>R"I"4F71!`/TI+EUH\(QB/;%4,IG`BX7(HP9D:V_. M/:Q$"PII*H@H@":0#$0_4&>6G,W:0\E=3N'M@K+&4KRCR<(IU<%(P5EHRN\T MA7ZB/IS1M'??*0<9](%V%Q?3^;L^F3Y\%P4E;/JOKB=#08STGT[C,8:%0E,AD510>6 M44EGD>8RL0DCH3>#&R&WBK&_N%N,$JS,T@&1&\I/M6,(V1=Q7<[(/.O-FMW$ M;:^J)I?^M;VU_M?JK/XV'OY!Z4J[3CI8)"SN[/^NAQ0!!N/S]^TXE8;%E(A> M510>OLY.)]75\/IJ=\6R\NV%!(8BTS*((&R M6:\-<#)%)J)G_#X^\M;RGDC[)\#V?3W^-JLF5^4ISPEN8((!6J5,LM$[E%XH M`Q2%K0,/,?6FM7T:=)?U?P)X;^EXR0_W!?@7\I3G#&LC$"1?C+\>MW(O3,;9HQ[JVQ*CLG@F4U*M15OAX[W*>=$S*!\R8T$%A9&'Q!AVU6>N M3-P+O&;"5>/-!%WE)*9Y,NT8);I;JF2!MJ9GBVJ96/<(,9"TNGL0S6[K,]O?S4?MYUG MM$I9AI@%$V@M<60!RAM.AAGI9;;6[<\%72?%'F)NF]U.T4`+0(.$E0GD+HVA M_)MS0=,[]/*ANX`>7,ZEV=)]8*F*3.1K7IZ85)3=C&OZJO*>\H#AXOWW;VPX MNZS.KT>4"B4*CK.;^_+T7ZVJL@JU@E%]K'Y\FHRJP7@;I:)L0QEC+4^,:)63 MT1OHUEJM-[V8(U\4U.O)V>5@2I&-/,[P_'HP.FN6>(\*42=5"3;.4S*GC%0" M3+L6Z\%1DK0Q"!T2T2VAB!GAT?AH*$P&YDR0DL:;>V5C3,2P'S/K"S&>KVLT M6P+H[;OS#)F\$8%;K[CG))*WOMMD8K55/:_42+;BP;N(M,4#)>%CR))8!A)" M-G#'.Y\N?>X3-+E4,WJD9%L&,Q-8@0(-I4?@D^1D?-W6**0/X\Y@W=L`_-?W M] M`F^*W=H[%;5Q1B)12IHD@KLB,`(*K87J"K1"LAGAU-9/=H-9: M"0%>$\7,25-HE!A;.V!DNCWGPS=!O4ZDQZNP"?R$27`;=4:9T2LFC>AVU'`9 M^R3^<1H4EMB^6LI17^K98%16$4KRF:]+8;+[[>"FS)(=E3%6*LVRRZ0#2J6< M3G;!]R'%WGCL4H]3ZK-&Z&HV(A/]"[YH,1@UYOR+26W:PE*V[[7K) M[LXY1TIAK-7@/#DY1]$CM6O`:%7LVQG];BG,[2K>P;1JN_FO+6Y2#,S.:"-3 M3)#0+O8&$1FV_5JL57@42HE-2G%$M*0-0-#26U#!N,5RO54]9V81CD(IN4DI MA"24(EX@`1/%D1!\:W^._)WI%?BMD4>A%&Q2RNBLF0A1::\H!8LL=_L>G06I M5^1A4A^'5IMI%*<[$<6BUT5=X7=;(4.MD(/-(Z8OLMO8X[>T*"X1CF%>P MV5E0.1AL\TPT M2.QIQ5@=0PC>DLA(RY2,V2A-#,-2&A.A/5UAR8?[GE;`#^(#IV?E`-;I9'A6 MG5:3LU(P_-;?2$C5MC`^2)8F"PJ6 M$Z,<0_%R$J8M0D#PO:6/PC*.1;6M=3:F`CEM[J)S-D/9BM"-6O"\%YXLX$%4 MN[B@N$:!:UYEI8_\.IB5MC#U^&PX:C]V_H_K>2EV.JM[E1#ZTNO[2U@/L-(2 MCB*3`+*D]4XE\-UB+Z`S/7V7]J`=2N8GAV!;_N*S#YII'X(3&%$*33F,R&@H MKAD#]R%X!Z\0@RUFK[(G[IP<1AT$N=?L6*)P#R%R@^&^7]>Z M^X?,!;E\TL,D4(&L(85,.82G?Q9'I)C0:F7`,0KN8/!8H9\>A/YL6`8!@!MK MDY8)B$8DFAK8NG8K0,75+.*^(1P_"/WIL`Q"EJ@Q`>14CIT*0F!QA%!3-K:* M>KPC%+AZ$A2NOH_JFZKZ7$U^)RZS]411M]OJYF,]7_`\;W;[KZYK'^B0E#'> MHH'`;:`,)S'K##G.S#(E/4GKU:M3AU)L-4ZKO^/>1YMZ^_+ORQH9L=/;C6W- MD7X:3,HPOUQ2.!]4ILC MP6_?8VOKB$T&6\Z7FY0H_TZ1.=YV4/`F0K^`_"?J.Q\<6U^Y(M<)GD?-A9`! M`O/0UN,,\L3_Q/Y!V&\]CK6^QB:C0L,R2@I7`$S%1;>`LD8?WC[^]?6.3EHQ MJ[E#)9QU$'WP$=L\R"AN=(\`/S5DI,#+H71@5VQCV="7)1%K*ZWUG'4M-#QJ MP7MKY#\SMOLY7`5*2PS>!":=@R!8XMT!96+R#^)?/PO"^[O5$()"'Q)1B6A8 M+$>`.DHA`JIG#VO/@?*7RTFUNN/$>IBL2)DCF6*D%(!IS5/HF)=.O+\Q>JF4 M\+1ZO"!:!W:I@0S0@&->9L^3\\SP-J>PZ(+I;97^N='=SZEJGLE[JEQ84Y+( MK!+==&?&N_ZNQC_M^%&<-3.O>4"!-CDF?.)=?R!*DOMK^&\#YQ_U;KX5O7'" M1NG1&@C1"VD M"]%VJ9?+WD)_>_+K1?IOU;W'?!KO2%Q+@Z]R:%-P\*%TD1"N!0N3E_W3Y_R) MT%JER4L"=F`?Z[W'#,GE4@=`RA$<=M5!3WG#NO-3/SG*>WI:C"J`58IX`S*4 M`D)7"6_#._Z)]:/\K8HZ*'`\*VL$>$[_:[>/H"):L6+7\'/C7=JS_%[: MLY0>I].+:C+]6LU^5-5X5/U>^J'NNGM"I^@I24+AK->J]%GJ^GIZ5QI+K.3M M6X385]0MFQP2`E;P%,@@$MK#B:,D:*/[/>/H(1(L+D,3S,T3% MR6119]4B&DKKA)_84'\;G#4.>X[CY?#[AWHR^S;XMN(BO/7U*=#:<)D3!A=" ME%IBBZZW%&U>A[UN\=D\D=D0B1&B'$5)+.;N?*71*O2+<._L$9O0_2Z<+^?K M.*'7\.[2T-A;HTW7M=J8E-V:4/BV\7RR#QE#)K%B%('%GG*J=^:99TV?5$ZL>O)134LI\A_W7#MS*$23W'G M^#C+,MIH)!$GU*YTK.WNJT#$Y:Q@:1NI;!2\(_0A-=DIK;M[&(4,CT2/1@6T M04.0/G3;8KUE/JS29[TRBSY5XZ4&5K>=\%>WA-BSP__6AVU=EZ%45@:0FH=R M@850T*WF*IY6-#@P2X<0MSY\?T3VO_/@L8@X)V,$8$**"DR;1!C'T&W)+8N`&6PS!$Y85&!U4:XKCV#`-N[2^:=?C))M[AN`X)F@Z&H MI)+AEI*;U-T(4#JR]%+P'42DWS:]'0>3V8]Z\L\]3O2())D,%%!LZ3E(W*-K M,@`*\^JHLN+!NXBT95R14V+G+!(Z"2POJ'4%BY0,]'H*"WMW7!\AV;9Q%*84 M3@),Q,Q19QU`6GMH5@6SZ:0U?/AV\@U0'TF-I@"GCKR9771/*VQZM M_J:[->_3QMJ%9_5L8B`_# M\;B:UK/!,8R%("K&2@<7J2E%RE!NEIV/A7:H0J]<"V]I+(;C4(_JR>"\/H:A MH$"C76;6EYLTB1)['["=%B"QOXN.O_*A^*]Z.)[]1F\D7/]S\&,P'![#*)0# MMJ*TDB"V[[3VDJ5N%+R*_5;IKWT4FEIC:8K2A^H8A@/!2QT]9,M$5@%IDYWE"TU>!U:/R"4R$-5(QAGF.;>) M&%]"RK!,RE*6$[K]6UI?CO]M;!BLI0[<4/(0'(-27_-=D29+M/WV?B\XRO"V M$PI*["AMT(*%I!4+T7'H;A,`Q?K=^\3;&HBC2B@2"HY9&S+W[",Y0N47-SO0 M).GW77U+8W%<"45P`H!%)GE;N$BJE7-8E_W4!QG0N&U,TIEBG1* M)*^9L5W/:"]*4^RW-@I'GE"H['/V1@7@4/HG!6<7YX`=SZMW!K_*@3CVA`)+ M&TI4H$S6W/O_)^_:>MRXE?1_.>\Y(%F\OAR`UP38(#9LG]W'0)F1;2&R9$B: MG'A__59)HD8:]G2/;C,>[T,09*+NKBH6ZT)6?24L-;9MJS$P>OX.5^(%A%1, M\<4F$Z-+@B:\1^&J]9`R-*F$^4ZLQ[-D$D%R8S#"B`XC#8WYEI;&87+A3-*% M=0PN/"O8>%B%-9GYFYO%'4V+_#K93LB8W:[+:HZ^'D_@T$&'*+,P+NL<$J^# M+;CM`"/Y:1]4^PC"+L'*P+4Z"$XEA\PH#71[[:VO10@^Q-"62Y@7XV3@&EYH M%U2,*:.2%1YZ9T3*A^D'.@NF,;G.KDI2F=Q>37)N+!\+: M@!F.-I]!\[$ME?U8JQ$7]R__M'GY:OWRVU,$DGFFDN2LF+(:.%KC6FUG4U*J MVU]=@M*K,CVP!W06Z'!<9D4+H"+#O-,"0=,:7HKIN]E5UYJEK!+@BMN4\??1 M$H91K?DJCQP[7X;6*S,^!+D;%$"Q-'M9.TQ8=-1UO$-R-G37:3T+XW]M+^]%A61AL[L!=NV%=-Q'I!_HNQ9Z$`KX>1('KL?T.1CGSO]8_IGFA M@RE4ECES"[EPY8%F+H@=&CGSIO$,>M\O]O*XE<3^H//QW]N)OG>ST0:A?'Q[ MNX71GR^^;H;-=T>CVURT9E#TMEV3R@*#4L&8"@\RH<[Q`#__8=XUNQOO/=DS%U7%(#SSF!5%CC'L;M1CT!!;Q&N])]NC MI;:5]GW!K]^;5ES&)\QGD]85IZ1W%KE0TC$9\'?XW2<3.AN MA7`IEO/IY':MXY0L+P^2C^V$Z-FG]^-/ZPJVAP-==S.IM^/FZ^_J_(@OJ%`W MHV4GA?C:@567WK@HO;>&*QJIR5%@-60&`XVW$?NUVZ]9;,O)Z.WH9O)Q;U;;&%-'>MQ8'GD>"[\11EE-#,9F:RLY!, M]#XSJ`!-&,7I)G,`*:Y*Z"L)>E`RJ01/,Z-S<2QP;^N@]:)4;,R/<#^(V,X. M>B(X0&E$&953B1=M5!T$8DIQ3?YEK^6RGU=P%PQZ?$KH181Q`6-$ZD1CM?<0 MD]G8YBGFF53O68(>$-$I%T-4UN0HM`VN;CR#^5I3H7$]-_4"08\L43`'4J+; MRQ19"%VA![G@[:QMN-;*#PSZ#3QQ$V-V+!J;,O`=M(#%-%&W$&GN:G3V!CV^ M2$SLT3G'4JCKF$E1VXZ-19)[[^`N3&C_--Z(F:+TMJ#T'),)8\AJ-*.2NHW. MKA5-#,S7U5(H5;QG"4)RN43/*U:;9KH%S>>,7X_0WMLQ#'.XP&`F6!1D)HBU M;?NLQ[@'FCI.L->*(^5K"GL@`:;8(6/4PZG=*<%.#W/`#=\:H!]$;.>'/8+F M&63!N0O.,P56[\YZ+&OGQUC[0PCN@F&/49ZS8(0PD>%N=)!BQ>5?+ M_.0+A#U*<^%Y$=89&0J')'*%'$XL_QBBZWUN!?D]5DO/QE/+W],"]WL]N=_K]=S#\M1E^.OU7` MX%PI:OS)A'U,LY?KZ`X?O'0M4,.!1SR*MLMRA-K:]:;P;?O@5J/KJ,5]R-2W M4U2%P;)WR7VBB:@H$XP4Z72DNI+L6[@T;E^77'Z>3U'[E\NO\\6*WC]DW;AV M(F,?JY)%7]Z>?,XD%J`"Q%H0*,J3AIK!/JK+3)/*B#:'MR77V#Y'(J/-ET: ML(0^JL!$KD1%HO+)^'9Z*!>O2RY'*G[VJ/&%(>.2(E@7:)+?5AS>IC8#/5<: MOXVWA8U4W^Q7J\7DC[OU2S[,J5J8RCWFTRD^5\MR666Y>WSS)$W/?6 MY9(*>G+I@ZM%6,[&\C!!N6=Y/>?ZN^6YM7;[/*/V8B*"F1D::V>4$@!UN`^9 M<=6SS"_+C>U^ M_>;6VDA#%[2Q(2B"=M\56[AB'F7[+/U^%K[[==Q:9;QW!7-PM&?"R#7DS$;' MA7O8='49'>]B>SZC>>ZU+L_?8"*]J3RD"17')Z8J%!,AFV31T=JXZ.5@+-`U?9LY)+%B$: MF^M(=\S"+W7'6;7<) M\>UX\GN>K2:K;^';K_.;^WKJ=27MXMOO_WY?>\`/,/"GXYO5]EQR$,396PSN MC/02W2&&/T8Q1RTF4CJI8MK'D=A0_X]_";W&I!YFZDSN6\X\6=F;Z=UR\MXVA MBY:8@NUFW!8E1==R6?9"?!VEB!A[<=HIG#45$F53@#*F@H09>4K8A2F/I?LW77(9;Q?Q5I/)N/O_R;):< M(WM2*F]+`&=MPLQ%54N>P\'$I#5==-5@^3Y[CY)[:;:.L.0A@\3@+4L(R%@$ M%:*H^`-%^]3!%<3>:+]3N&>&*@!9-%,>FIP5\8K:B0F5R4R%+MYUK+ MNS]^FN([#[;8EM2GD2_[R4'H+Y30I[64\"7TH_7M+7U]B*&<,'(H M+C)I<_+%"WE?X051E.=DZ(3UT-D%%C-:/<:D]NLV48-9?C"2TW3/T\C_6/5L M-X.@6[GVZ6('A9T$YZRI0AQU0A<,/S'901,E0%MW0%6-8;@U^U1U4'`*C?)Q M&I$8AJ%%C1-D^7-=+Z\6]"Q/O[' MU_ER-/UY,;_[2N.+-LV(])LU_,?=N)ZQXZ;9I^#M='1#U2[WY!#!K2[NRS.! M="Q+XQ6U[\:DLC8.I:D+3T(RNH@0URR\.B%RIKF)$$.*CK&$ MHC,*A1AE(>.JNH)_<[80X4E"_/S[KY,_Q_\UF=WFOV\^CV:?JD]\^.=7)_3@ MI(_6.2K72((*:;UP*N)S+!)(?8?0Y>6$_H00XS7)GECK%W>$5+QV&#YXSH4& ME20FNZ&PA&&L3[[+\#ZON+]K\66*ET4RQE`$%B"CV+8!2Q'!PE6T53XFOMY` M?Y]LQXK%4$MR[S$H,$QI`EB*B:.5LV#""Y/]0FM^O_`'!DL.N%J,]8KT/&9F ME+3&,&=,\)G3:$FEKN-J'Y7E0$YTH`3*<5&`0*G6)\L0HB$ED`RL4P>3_W9G MD>?O_6,H?R6F]C2],1R$*CB!Y3^T8(7`?,R M[;.0+":G>'*1H\N+*/2(,NK:L.)[E?QB3*=4*"?"JZG3/^G>YW4M2<(-$*74 MS.1BHL7<)4I<$DM-B,'QKO1/?VX.W'Q?S+:UX2#2DIB-S+J%4) MS&>?:4D\84.P@^&$NUWRO'[M=5E[)3*7I7CO&11FF`@)HX24H00HHNOBS_U_ MD&:-LP?$Q]$I:@XNFE*T4IB(:VE"<"'&J`W+_?>F/[CXCM%#X*$DS3,WSI82 MA"[6FV`,9.9DZCP,W#\$[Y#DFZ]$U6K^;GP['G_9]-X0YY/9V\6VIG==;S1P M`OO^YO/X]FXZ?O.Q;>6AUW4U^/Q&;6`;::`@OHTV%+\;+^>+U3+\\[__.50L MFQ-D$*PD!CY8#L76VN&"65W3=\C%7E'UD_FN!H]X#$O8\_F::!Q0Y:,:Z-=`*8I5MR M5A?;&U-\+ZS`R30-+";Z#Z6%H2'',H?D@K9U,5$W?;.8^VTR?33=5V(>O726 MEV)T)*0%(4PJINQJY0Q3I;NZZ\%'GTK*P(JY9#BG$8Q24( M!%KG9%5>)S&Y;!JY[0-RZY>?1LT`0)OF"3URD-)G*:P7+-9B?F\=F,?&+YU. M32\B2<*$31G<,C16%HVP#:ZNI;'1]'8+GT1-+^R(=%:Q#/@O1^?F3J+UVQKA M:`&:**")`8ZEIA=6M\"27EF MHO,ZX#\W*N*0*;8O\>7HSA*L3 ME.5>Q,@PEXZ>8>*RU1NK0+?N23PT2,=2TZO%!HFP4FBT,HES7KQ-%8*1%5$: M:R_DF=3T:K&0!F60O,,(0FLT@:EVT1@:5]\"&)Y+3"]N>"P>/XL2`4MS6ERN MIMAF9Z")LLPQ6^HRV1.+,GI>9$%S",EQ[\#57:^3:,O_V^RIEZ"S*7\MT#UH MK$0H166TG]&$8)W$T,=B,"T`3#O64^[C-/](4&*&V8XXO",,]5:`V M6=HYMI(]EPX/A*0VQAPY\RP*C5H@H*0:6@0N=*,IDCV7%1N(7A7=S`@CN;:, M:H%EXJH"@*$%;O(,*1[SM5<@O/\D1H!VB=%QC#(J"AIVO*TT#]`"%707.P6;%+:'U2.9SM@=+^90;26;D6B,L&2 MST`'[!+-`&@17\-A1P^4)[T?DUY()-!2% MAE.BX&40-==UP<<.!_Q\$N\'E,(@.*92D-8(OL2\`_\-PA]6)#QVKW5=RE^+ M`U9HU'#3.<]=85H1@N;:`1N,@'6;MG&EGE<#7H\#%EQKSZTHUF**%@VSN:P= M,,8TN,^:&\-G<\"O%MW6:2&3#$XJP4*))2;AUPZ81>R^OQ^\FE& MZC7"C]6'MQ\??>JH=H;#U%2II$*T23*,E86HM1X.PY&\+XG9NM2%D':$6%<1 M#3!X'3&\74Q6__OG>%%&7R;3;XT\^KGE2A@`RX$G"F9!,EGS60E!RTYNC3F% MVS=WJ^5J-*-ZI4V]"\VSWCWR?2P^.CAKL^)!9;WNC,7HL\+FV&)#IS@PI3X0 M1S^CUQ7+67=OW'KB/C5@WFZ]=V`/$.!:2P0B?6Y\P#''6U&H6ZFA7J5LRO3/AYVX%;XO+B MB,1MPK/CRTIJ=_BQ+)=M[:I)!TFYQ_/UFRBR*%*07*(D4I2&$1UAMTP5@9,% MY`6)`X&<^:\P_C MCO%S_%?I8=NS/3T'D1,:4!)!`@-33H$7/0U&K55K5APZ7]_3?S'++0)RK]T\ MY60->.:49"9CM,[VA#,6;GHGC'*;S[LG#OM[3QPV[Z9*G5#RYJ1PP0G)I>:4 M:XH46)F"-=S8R+5DN:;;8XL1_WH8=Q_N0(':<*\Q")ZX#MG3ON0Z/O.O[>BTXR">/Z"X^/['ZW(+UPU\Z'C3D,41&F_!*:$I"8"-^09 MEVJVI;GS6E?AYM'4]2-8CF]\U,R:+A%X]^7WPC:[*(BTGS^0@RFW6O#S_UY, MZ?]3,RD7%*>^/*;MG=Q)\Z]V&MOO$QKXG$%R+LG>_7WS;AXO5[:9A6!U M%#V7KE,I5WN+65VKVYW+8R$VX-V$L)H9(0.7%%@CUPH7!0(3*(S"JXAI^^P1 M&W`()GMEBQ0V1MK$/&UBO>2RE2&S6F&4/0)BIVW[N:O5'3?G)47'Z;2=3>>7 MD^BA>#H[^]$1^[]M9^,OA15X?O7L9G;)F]='1.T6IEKS[[?-]V9(%!:U2Y"LC)2R2>9= MYQ?F>',KZD;T`]PWPGW<_&A&H^;;4(:4D:40HS*O.*,I5%',JF;Z M`?+U'36?3;^U)<">_D%.]\N0>E8P*DOG123GGBC!"[V:GN-.\ZK[8/&N'Z"_ M#OK_;G_^06,>>MD92Q8#*E[:[SD&O50R8!YKA:[5L]X#XKT$&A,9/U]=ZM4U1UT)>@_8+Z"^5';545B2T.?G+2G0YN[!V6$9=(9F83( MP@7>G]6DHCY1G<2[`_8#V!\WHUD3SIO)4"R3'/>$.**E]UUFX$'T77$QJ;I% MQQUBF1NQ[T#WS>33,.R0T3MT18VU9"9:,]WW]&EA=-7]J??;J0Y)\Q2BJF`L MQ0LQ4_S@BJ46"UP#UC&$TON=D*G'?,UNSVZSWD9J@I2(*?B<39(,L:-9LK3. M'0>HFAK[+M*##3;C9KJ2FMNHA)+9`Q>9@>2*&0\6+++HZ[P%]GM[?7S,-WKE M@^Z0]=Q!N$SO5%&K`'^(,+"NP&BR0I1QYDT&6O M25Z7@P>OD4=NA+3_^OP/QE/"J?6`.P\4@:3%'/"2Y-\ M1UM#L*LLP&3CJJ-YN]]YS*.C_@<-CSX\NT[79WVOL8RPUP*]DD#A':7OFK8< MI3("T#Y4!=);BG`*N>;L6XN$S^>"T?C+\<6GCG<3>_6'P0K_47M>CE\(A-G/ MDTDSFC:GBU/?U7]90+7ZHZ&6:Q21A4($Q*VVIC`I.Z-4@M`CMKF/$W+JU(@[7^_F\Z<@JZ@G::GD_%?)^,"*+U!Y8_"IO>#?F,T>SVZ M!O_-2:R,SLG2'`/0B)W1C:^AIJ-]TM#7[7T`P<7!0%3&Z"A4CO`6U: M'EE?Z,I%:ZEZ'_2*CWA6$#U"];U\=YG;^,L*R?SEM"?S93T;5+9DS(22A#VR$H1-UKO=N4,ZLY(]3!3H]Q>(`HHPPN M":MX";I!0^C]F)2Q*J*N]D,^$SL-5`"32`**5IS<'<^Y##=AG(TSVW@11 ME)M-%B:0XP=!D1A%WC47LGQ^GO^)U3"Y=QD35\H&;T$G58+K9"@88"[;:PBO M^/.+J9].%0BCDAJ,3#DDI8S)/%K:%UE4CI46[%]5@1[96"?C^;.QJ`0LM%G* MXQ^F"D)N(F,0F%1B47IZ>[7ISYFCK0F@-PIE-QKZCO`8XOA2L=SN"4%Y*75D MBBW/W9/5J6YH<_99`/(\PA]>.E2$U)PC<@T9')0$6D>)DBQ;'6A+!P?K;;VL MP86-S#'C-*"S,2OG2G1C,$L%'JJ^N8W*&@>CW#$YCJ8HQB0M/$`*SD(D$R7M M@F:1A5KK8J/D>!^M,I`*EQS8V)`U)!8LN$Q0],P$*K#J>E%_-^&I`_*T,B4R MC>,ID'^6(DCNF-"*WEHF&,4PLI:VV2Q3.ECICOTTQD@5!80@1$B@0G)!46#D M$5A0X*H3(]@D&3I8Y=[9:I%.%B"0%86CB,'P*"E;E5&(R*S\-"]$IK#]PJ MJ52*A86@]Z9%:^A7,AS7?/\F(QO(\!`"CX6DAP?TVDM&VU7?XJLBJWBS'V)( M0_=T!0U#<^UYBH2L8&!Z/2VKO:G2%G,[K!8ZNX],,&"*1'3I<65>8>;6&5_$ MP^A]E])G*`0#\%&_F4]F8,C+J=$01N,O9TL%PV$.J_MI-:YVVKUM_WHW.6]I MB0W%*C9XVER#+KW5,NG$DNBE`S.KJ>7UVIY[=8J+N1^WIQ>EYG0V(G3*ZIU, M2F(\)VWL3$.F^-@VDW>C*U0<5^4K\?1T?$&_]9;L-_WGF.93>!K[YQZUI^W9 MC^;3>5NZB_J_KRF*K@_D9-R]"',"H:%C"F%E]+0MY*1CCHEE<2E0*$.U!N7* MS9)-`+@]9F?=KYS\13!\/OG63MKFRZR=["V`7FH&W$<5`PK4T@NWN*=0>MOJ M]*GRPG3D\"D!/A&S8&!0)BMY#C-9KZWWL;Y%IYG(M1NK9OH MUQA?&G)"PZ)/$MH=-^=@?.13X@#ZE3RPR,_F.T MSB$&\#SVM0;E==THJE<9N)X10$\D5`UHC9,<*<[AQH+QG3!-9Z[2Y5MK#J_J M1Q_,]0BA:L@.E?#,,J\U3TQQM6"X^ M0$R1*Z^IX-3!<\PE4&K6@EME4_M.9IH.Z$JQ,@- M\$Q!@BJ"D11,+8F\+/9>L#I8?DWSS,%RNZZJ6F3<.^U]%H(V0I'Z`E36-E<7IT$\ MMZKJ38I.#QJJ)J:3U$$R!])$`9KW!T,^*%Y+SO_&Y7-+">Z$\QU#U12T49B3 MM5QH8[A.EVSUVE\O/K1=D(L8@"^K,HS_+,U&\P]>MA'XGY=_\[';:OYI) MUW%VW,YFY^WGOY=NGO46J7FUFK]I)J??+ILKRN^M=$NL/.)H>C&T(8!)F9(I M6N48I(!"NY2-2BF+*`6:U2V[DPN9]O`]V`RW#YE\6,A<2!*,M)IE$5A&C2=32[*#SN7>?*M&;W[7IZ0 M_M5.3L^FI%*#>]].^EF7EHZ7CI[+_0?!JPMFVPZ M?S%>C^:"DK+7@ICS8V6XR^%VZ;E-L!L MGZTGMVH]#AVUEO)92P/D$3RXOA$G.^5NM)Y\J=3!>H/64UNUGE>!\23(7\7@ M"D,GY3S]KLDPR1NMYU[*Y[KVIE>'LK*#4PXQ.1M-STX_-.<7VW=PZTS.8$TT M&2G&EU9ER:+A_0FPE;6FEURY\?T(X.S2+&\[@<2MFX.MYJS,QB`HJ//&6,9# MRK$GU31:K\D6]$&>4,Y(K7=FCSDJN[)#NURLN]C$5DWAM-99)48!A-/`O$VN MOWUB4+!TC2FD-8;SG5CB$I?=6V*?7(T06A#L*DII,=N`K-<4\D)JD6]R-=*] M-+M9,[?#;>M6W-]H(7G`;$Q*+*J0F&+>Q'ZA>82;(_4'CQ;N`=K6[?=V/+]5 M][G3<;]_Q+!R1;`;T5#Y@4Q#%M'21U1*0"\L+/E5*[UXM4I[_SBH;-TD M'[IOOK\I+F\6=VOH=\)Q>G3\^U#@9D,(4<9H+7(A/5KA#`5GX)2(*&YH&MXI M&/>UP(?Y!>OC63.9O2%`B*&^D,E$AJ%ZE3CN)+UYU MW_BWD@/?"])J=CN!:V7=SW>U[N.QF=U4U1W<,%;.>7-*4D(H^CN4_0%J-``H MF2K%RO3BU3^:T44S^?DW_E\%/O'4X!LX,;C+VU;$)J64*;)@O-;D_W@ORDW? M"'+E;;M?7>,)P[7\Y.(K^Y82SE@S*S^K4%66)9LLH6FYCYEGQ?OKO1&3#BNH MFB>(ZA;7,+*L?(@N%O4"$Q2@964-BPR)W#]>7<-/;@M46X5/9^W1F9@U*ZD[ M#T6E&\"4EJ5,4=-5^)[-XJ'993R4QY,O[1F%1%>RAD#?/J&Y7S3GA9'C^Y9K&Y=0)UG42'-$\)9G MI]'W\3L7%OV+5^_-1_&&QUOAO!M8MFZD>7YW=GU^MV13N3*V'1@+:0.F-1$9 M<[HT"B?.>V,9FR20L=Q'_H;++5OK3OAL:+5/&X^J3[SW96E9F3+%NMK'X)UC M,9:\;''<83`4AA[Y4;X1;B-K;1F7VUII^D#%DRY!S\W9I$Z3-TCD[I8JATP9 ML>&T=D)45@;`V.N-H-6Y:O;F=H/:Q78`VCOS_*KQYW[6<0%`9"M`6,V39TF! MZ%OQ$4UMG8-QKAI'Q?9T/55Z2`-1>.!`*Q%\X0S53)%?6AP1.L5JF*3%C`$J;`)K)Y4F[=QZKJNS!*)M6)^Y8G,U*.J8#S\E!4B%2 M^MSW'J,Q-3DT.ZR9RCQ;L8Q1DE-471CQ0$D&-L-B,[/.Z7`#\]O!)(/=O_^X9K9(4>ADH]%9 M>[5A=>U*AKS=8=_N#==_R9Q)_N?&E+XQ)`'!,Q.4ITRCZ#7U&3KB-:PX MKHSBKJ.L+W?.<2MHCT?MU'IZ\>=%IU75P5D^-FF_D5W.?K1SV8&A`E() MX776A6DCDD/,O$^V/(90T[_OQ[27D@GOF[//KT>A^7Y&N_)@F&PI>XQ1:HM@ M.?>R[P^V/EN_UX:F'_\Y'G7K?EBD1@<=ASL> ME0=-QN?GW;WA^;7@88XHJ0JMOPOHC=-*^D7:X[0C`/9RID?MK#D;75Z$'JJ% MAVP6]5TK"U_@7L[Q9-(VTXO)S]N\KE!X9!):*6U.X%S*KG]= M3?8U2^5#3W"`1#,ZZT$JJQ4E<<%BQ8.FGFL:V7TR].V=0^3E-CT+ MM-`L>)^8]]@?YF'B0Y6BQYG>G9P#"$T+%R*48E@0TB_I0A``:Z[KO9CIAL[! M,W"1I\"+>H_[?_:>M+>M(\G_LM\SZ+NZY\,"?3H&G-@3QUC,IP%-/=GW:>5BJ9VT!,QK\;/S@+'?8P#X5HY M=,,582B/5DDT?F7G"[HX&[:0'`_!G6OKT&=.)"HB5<2?#90-R\Y*7BUY&HDX>"O=#K91P\=<1J%9QC M4F.PD.>LUY@"%^F9],IIC0-S`>,]0SUEX!QHJD@Y?8-.@*X:#\X"QWV,@[.Y MM<*"QR<9DPS)&UVTKQ%FUPS/%@2_;LAO97#W:S#KG@(^E]8[Y!",MRA%,XND M-$:&8ET!35INO1/_%`\:)<^!,O>?5&Z)?3^?+W-7^9?)13.+\^OKI]CQ^\/* MSHLH9`@88J<8!+-HTDL>(5\*[!A6?EREZX2C`)H?2?YCRSNS:1 M:N*5E@8C?K02`74,*8ZU<;S[3.>;(5\O%\D'+DG0C"KJT9%`3K-0BG8>_8K_ M`+[;(PPWU-J[Y\ M[42;\Q/*AU>CYG?DL'40)@+AU#M&P2`_E#%9[4BLLRCLK%7S"Z7"14H&$DL" M:::#"@R*LZPY\^'5J.QG3*G[0$)`-<0\HQ:$HW*DA1>,:FF@O@;H=B^ M60+&$K*K<0E.7F<*03-@0E$B1,AI@DC**110B6\H M%AZ+4+\UU\O9\#N^^K=F9:S\=+[8/P>0/!<^(M16Y$6KB`1?.X#X/WB\5?H^ M$MT`]`%QAT^BA`I&IT"U)X8Z]+[2NM41LJ.R)<6W#XCYN!-*"I+ZP8,IK>X= M>P@[_,[?S.X7Y` M2J[.@)3BJ(SE/5"G''7!^L!]TID.06'@$M#;#V(3-23\#/EN M.:Z@XY+Y:SY>'GWZYOU0L`/ MT\%D=?0NVZ1QLZKM9XBO;ROY[9?OO.04F#(IB4""T(Y:GV(YBJX"!M=U'?#^ MJNM1$>G^HZ$!$:;-6Z9QY`V7[I M&HPO^28A&O?ARI+G&X*S^??1]?L)LND/_/+.X;PM.0@:T2P'XWSTS"+YD@(9 M%?4D@?*5WZ_NP;8+DMX`;R,F/E?4,!9ACBDY*BCS&A1WN9W*I0UUE"=!.EIM M*/Y[0%GY@:_[T?PZO0TZ[=5T.5G48-)[_!^:KXN[MI/Z*!Y^\F^H,#[_,;C> MM?<`(B5,L12L`(?_^I)JM(E#S=2L[?_;@<`*R350?[?#8?[=_-/@)O?"^.5L MUG3AN(UWF#-.20O<"S0`R$`0UZX%))"FRE]1WI[FW0Y&+TBW,8U3N0Q`@7F: M@E`6^:;T5$8I>`>DI!^DLV5>K9SS.:LS@SFP[$/9!#PXGI6#(TH33YVPI;$& M:+TMQG2!NQ&6`X#>1F2EA0'"T90IIQT)BIMVR%TZ477!*W8HT!]&@Z^C\6B! MYJ87`VOP(3*-%-:4H29Q`+ZT+3INZGNWE&X`N8;D`'A7%O)F,%[1^9D*?O'F.IE/8S?M:T?&_)G(L`/B_P4YK=WB/.'[-+4)*JA6:^>C;9`7+[!_+P7AT>9,7UP[FW]-X^L?/ MS<6WG5%A!$V]B"&$['=0KADO6UZMCJIR]GYZ0UR('_ME,FN0;O^7_:@<#ZPB MZC6%=S4^JI"0$[D)WEL@.D!HBXQHD;OZ0EX_R7['<'\^OATP>*K`:J^SN*)1 MQ]C3)<%3;`?)'3Q.V""+R2[?ZN4(MLV4DSS":FC(O>B28!!*0^FDHHI`AQ;O M\L->%+>7T>)@F:0,)27[0<&$/-;=#I`"J1S8G[9Y0*^,;L?7XODLG!6)&"IY M0$%C3+3-,5;RRF$^,RU^*#4/T.)&*:!2BT@L9QQ`!-KRH3-U=]]Y.1,'$:Z/ M+AK/3[!M<0@#L-8:*XQPP@L3K"P) M#FW,E/E!=#N^,G$UD0PR2+34N>I\5OME`#" MF2OS@PC71YECA(<.N#;616%9G@YL&XU,;OFH%9X\LN`B5R_&%TV5&B?C24Y)9SU&?S^>I+YJN.R'4R M\N>;P0+?MZJQ_M+\.1I./9+X4<5Z"TSNYI?!_TYGJUKU^B,34G_X?31O[.3B ME\%D<+MQ\>Z-]4DMD8S@*-X$=25%ZT(2*^T13`22_NN_/U'XYWTZ]Z?5"8G. M^Q#]XPRMR\7T((K;BQ]YI-M-I_^^[4)G]!%W? M88<:H59S9ITS6@7%8NX]6KL63!JFLQHQ;XC8]_4(&O#%I_RZYV%K1:/R*>9+ M+])X0L&9`.C9Z:"]]21DTRA^>6VD/I4.T`&-&TO&!9DHVCI5_`AM@`B+Q)*O MCBWWHU7917./B5=MQK4,,Z$#1OE>Y0T/T3%?:&6$3I!=`:;>.+'VM^?!<:X] MAJ*")"?0LL?VM(Q/THA,M==G9HYG*0:S?S>+.N:ZJU?JW/SKT>E$JM%@(?DR M^J(HW)N MS^8.8Q@GQ*-F`2DIJF5:,J2.DE"EXCFA=5#=#4@_8+>E/),AD1CT7ZSA-#H; M19%MHVFT5?67*58W=3T%V/%X.LPY@NX)F_AG_G%W3+_G_>I-W446/YMK*1TG MUELCT7%>1X1.D7IS=(WQD[!Y/@+T/!D&T0:A-)4NH;]%O17EF$M@B5334[2N MRIX9'?8ZOO&PL=L9I2$IEJ2`J*6V^JZWD4&5P*Z+N,]'"GX*F3!"*0*>1^\2 MVGH1T;27E0U2U\>Y+G'5`QVD0AM/='+-1MU2\I$VO?Y'L>3D9,E[,\Q_/9^?4;UK[O M_3^N_[)S5WD2C*@@D1N4(=I!2B`=``G9N%<#'^PEY>)`(IQ$H+R3W%N>T'7S M25D?J.-(P!`$"(_BM6F6X`T2\`#K9*.*%"+SD2M%%=?<(!&M(A2U@-YTJ?!U M$_&V=M36P3Y,;\>1'I*T6>T@>-=,T*T?YQ[?BRL,`I!15Q,]ZP_>:?LXXTX` M4I(8PEG@"MU@*R73JP&T2M%U=!\_.WF/:_TAH%8CD@F,MJRA,B1!VD*@#A4% M7M(3?!(!^EK_H)G7U%KC"$$74+5K/8!Y6SM!+QD9'&OI]*;&Q@#:88RD088< M?OL(948!E.@XR66.1(L_,M>FZ2Q,EU\7&*674;+?FF$S^M%[_"X:?*`VQ*A% MBJ`UB]&W94"H#^9T#"_M`]PQT=H6P,L$^0I0OOULC64:!#$EEO6<5Z,DW?;U ME&C]SVRT:#Y>7NY>(UK>^^MTTCH@$[!6Y/7!TMFJ2^PQUBGSUB=/#LU['U+.L-A,T8_):$:Z\E M^D_$JR0L0)L,-<[%JL&\#DA/1XX=:V-TQ&B:I6`\R5TM";5N.R`APN.3IJU( M/2?LS_HHB0DA19LKQX2(`"Z4677G%`KK[KSC'N28+$87H_$RN\&?LUI?RK"-L"-\:"X(BC)LPJG6P$ M_TS8HH'XQ[:H5%$J&'.*")$O3*8DRW88@*CJ;%B=(3TJK%O#+N&3M=O^E@?)N4;IKNC/[&Q1R[>CKR4?*(7^ER=.443Q%4 M#`&,DY3H*DSN2.^=#.F3B8[2+)^?IXH;*2"O^"G^-.`_G;<#3H"MV"XZU@Z)EN3R>=.C(]->ISY,A?3K1B2HQQYB7%JBE MVG&3RAW!8%W5`]8#VSUW2UJ(!KF-,\G1_K-@F"O%)U396?SE!EX"L1KU6G]PZ$ MD@DN;/72/> M2B*5)X3E]<6*R231OD:,Z3JFJE$A'B);6_?_$C3MEG@"WAN/RIB1DK=07M7. MEZ:BV[H_&90C&17'"4!`_N`RA>#07+?-AU)&437D"E;W'^P']S,9%[DP''1[*'4:&>TARAI8"0 M:XF6OUS*JHV@1ZRW%I*/L M?$J$^AD5I67BGC/G90@8.#/\#XU*OBD/VO-Z71HG[.ELUZNCRK*LO10UD9.( MG$.,*\*N(B4=*1>UP;9T-A?M!.Q(EL90PQF@K4ZK^6[#5`E?'->0:H6\26?U MP&*;Z08>?%">,@R+74(/UEM?IN"D[QQ%V&`"^P%V)/+F,7GMG*",RGSJ)-_D M*VC8P&IMV;'J>`<6'R_#",&9#\;O9M/E]?M)SN"C'L??#E?7-);-Q.JT==YX:D`G#7.O;+8\)]?NN;$$O$$^&Z=:U]!A,!"^CCDI)%@/U M2I5DD*>AXKI-(GUN"&]J*[^?55OUCY=9QOP-X^E\.M6TG_E MXKY/ADMQJ0O,`&21G#&0Q$9B#'`?._*QW;"D-EJ2$__[*1[UD5IF[^[36ASD MP8&6%JN*K+V^>G"(J\VG&(SQ,H#"J\MW4W8V/L_.IUN7OR5^[Y8CHF3XE6<= M2B:7G74Q.E=:7,SQ!/!E,CVO+8ME-O]]Z2NBL^U-0_> MMU'5ALUZ./ZT18[R^NN:TF!O[L.'#_/N0^VTND<#^Q:'XO>SC]V[F_/N]?O; MS_NEN_XX6_KY]JM=]VMU"&\E]>9\\G5RZRW]UEVQ6KN*/_W?3]O,!CM*0;`? MJ-G/30`I5S`65M)!)(RIR9JVD>N^_#VV=.`%2T>Q.%)1P4MG!4LJQ<'JH$"% MC71:RWDZZ51XM!_K[9@H/+9>7_&I" MCIIOGI8Z>PDH8LR1Y<*^#_L_H30-JM^GT[9*Y_XW-R?SRF0Z[[>TQ:^][5N# M.W&_'>+MAPD.<@`13D.KIM@2;DV<;P;4X\C"'BI@M`*,T?=J"!&K6+(62`+`H5E MV4C;#$2.)H"'&G3S,H<7)0$B8[,P$(RL"!1U\V-]"A4L-1,QF10))&=%D:##<%!$8Y2!&C'SO>R@*.(XL7J(RJQ[BB(PF:0*?K@ MZO*C7+*W;*5+*XI]C/)!HNB=N=^6`J`%RO/>W:[6>\O10,ADI$:(I(9&!&], M"DW"8R>2UIWNZ,1MFV:$`!8BEBRM18X]D]1WO9@D5S0@["RUDY&XI6>.DLL> MC:D#LS9)J2O,3%F^EY36G5,>%7%Y_GLR^W&XC[7]YSC8\# MS!Z2SZB"AEK1N^N!J]!][3I%U>BZC`WQ`P?QF5E M"&VS`;^P[SIX`Q?[9K%%^\U\>M8M1O[YR_\SF[W[CS= M@/:[GJF!#9(K3NB48@S,X:"I#8O>V5C\Y'@3Y313-*1B88]I-KDVQ3]EQ[E;:?[6@D;;%2SDK6<\4+BC9E M`^3*\#PL2W('?*%'H&F+67+)H47E%:E(43G*9F@[%RFUBXJ:HN[Q2/JM.YM] MN.P7FKQCO3I]/YW<#6T/V*6U:^-^52U_[^:"O[BFZ4#M_::_77.QWIZ@#C+( MR`]9N\`O66(<\$0J3&9SNZ%)`AZ?`R=GL-Z;P0]6+:SWE0+UJQ&T+0Z$$U;> MM4PXG7.;8&UGOI<5#BID*S0XFZ5,DMUDWS0'*&C2D\^(OW5GUR)I\(6#D\OC:.(X MG5^PK_UQ?',V+ZS`4PY!2I: MQ=H)J;),B@9P:+)%-(W'ZT.%%\CWL>PBQVM92KDH)@?6L&,9T.1C':":M\U%%"Z"'8$;;]+ M(T45FG39J.[UL^3ZF\G\4\_Y7[L__SV;?]JFT+6S`HR.%BN`FM#)%(YN6,F; ME.,*!.*7PO#EFO^AJCS-IU>?IN?GVR:Y;"E:1Z>$\Z(DZ4)0&)K&9!1B7%Z=A^YMY]WDR M?3<@2R\&1$X=U#OG)=]XZT&@*I)L,FI`EN4GT=C1IF'W4?CS%"4TBOYW*N:: MPO(<-\E`L0J)]7]T.0%@:3-:/Y!X[G%I3^H#V>"%*$Y"Q2X)B!:!19(\6L&> MIVXVSYQ.>2TQ9&P)+'WCY]GEA[?=_*(6XD];P5%%`26I"EB7I0&O7#2*"'40 MV.3]3R&'-6PYH31.;\RMTDGXB"%"D%X3!3?@^(08VO#WQ'(XB47?+H"Q[#>2 M9WLM0-;MN16NN,AA0309,NW$S0_)_='2$,D:%.P\5>#ZHDS@2*+T27MO(DC9 M>+(ML5P$,OB?^I>]_Q7ZP-!;<_ M?=\M?TH9Q%2"C\2W7WM^#U0\16>S4,F!]^:T28H-/#F%'):^N4D8(]ICD6S1 M(ENHP.S9!^'TL,%>QDC-BQBWS+6--4]()J,9"1,]2X-,+J58Q(2Q4&\D,(IL M=NBC?!$">77YKGN_?E'!R$D^U$)8JMMBM2N!$(LWPV8.B;A].NR$K'@Z(MCM M2>PH@J"%*R6::(0*43@GA1MV"W.LT`0*+U0$=[O*3VH5L(1`09+W3L1$PN,` M9.K8+)0]FDB/S(7'X?11=8O*,8/2LF`1H8Y801Y0L72(L:FZC]JW\TQ8>T#[ M&7OSE!6[FL'Z.L63_;#L0<78YMUT,Q;_-YOOV7SH[J!W7RKB2)S-/DTO/]S_ MPC;5;TJ67BG%+\)0Z!\J4BV)XW2?E#1#1AQ-5=_#QZW=-!M<853EG*% M[_(2G7+I#@O))6>PF6EL]TN^*"&.%BUP=)!DDD@A2*&-DQ)M'RV`TV3;;>X[ M];/_N'P^K:)#T`*]4U%'1$*OJ"PFF@(_%M\\DK_?R&$I)YTHZA)2"G6NW023 M4=:53T(8KTN[:''4HL/SY_-I'XF2-I>4Z\P.AR-UN2)D#YF('TY)JLF'O`#A M+9#_3UJGMJR#)$;C@X*44"=`9Q-)X6N3<-.K-[(J6G#@Z?)XS\X,#9$#=LH6 ME'!\>17;Z]J9(2M>I%!M./*\V;OTE9/F+9C).J!)*B8EBBSF+K9V(45HJ\NC M!M=+7WD<3H\57$/R%:[$!Y+:)XC.%!P0RW,H!PT0;"HR$5_@7-NH%TV\2><68DZ,FE)N\35&9NU8JK@D4TJD M@`(KD"'?61PVI4B"=HV7DZ,JXY/S=33EFU6J6YY$$,E3,=GX?#M@R[YQ2*TK M87]$OA[4B2DXJF`ON*(ZB9!$':SM=:UQTH454X=VU(AN5,[>UDQ;#4;MSG,X"@B-1T3``K`]`0^]!\++Q3MVH8>H+X/O^(6TR M,=5Q=2N*\!QM*:)ADZF(V$+SVQ:+]X>1P6B&F+*3!*S[49BZGD>%?&N(E2D% M6AA)U2Y@_5L(WQT>"*LA64D>34E$UE?,0BDRE+J3IZU]KECJ^[<4OJ=NAPH] M7WWO^2'HC$:1K@)(T3B0;!I:;^AI/H/?K[O/2\RXQ>WNUS-V5]>O+A=_M+M; MLR&W;NDYJK8!&PH0LY4ONU&Z.&-KJ3]IM@%:M\M4=[GE>Y-\)!Z^Z>9G+)') MA^Y0D[D;`]6#N;:Z`U.CCQ8*Z%SWJ@W-\HBP;#(O;_H/^F_QDSL*_^[)/0'_ MCJII]7(:W:3HC#;!EFR#DK&B*/.EM+(4;ZQB^^]_39-DWCK` M1"X(T('#^SCL'P4MW7.ZIK]U%]VD[DRLG-IIZ]R12Y:U]"Y0D(_*2U+&L$VR M45#)0A9L<8AV"50.I7T,GNZT*^ZX/J^CNC^O4"&?/)*7LC;I9!\+R@)-X+%+ M[NE0RA]PE":?I]>3\W[7]>L_SJ$_??ZVQCX6<7K5"";,AV`>;MP;I5 M8-Y-6+7F'(>==1/4/QBPV3BOK6&-80LD-S3&4K#47N[&(=CWJ%3`Q.U.;3H<\0LY9-;T;2C4M7_L=[ZB4;9)-]NQBR`B&8PW6 MX"$'O`O/A6HK^;(IWQV+L')SS2_FE^GE].+FXLWD:[_)(=VLMGKK<_XN\OWR MF!0(DT,6=PG/`.!;3*MVU_A.A]J?C(.6&I-T.2;%5TSR59,F^&$+2XQDBPC!<[!G'%MH27Y8AN1)0C.!L]'/V/>H>]+\ MAC^%_^V3%:_?LV7\YOM[4FZS\T4J@T6PK(LMP0W`'[:L6&ES`.G;3KR>`3^S M%]UUFWV#<'9V=Y=[L^9S\W#8+64F;AC.?H21D7'`SMOFAOUHMG7*3R(L#A)R`LC!&82EWRP8HZG88S.@5#M\.ISH&'6J3IY=1 MLJNJ2'#$SV'=?:42+16W`KEGA?DY$1V;GB!R2&<2I*A=3ECG\?Q"'I$`V]&8 MNK'NL>C8]'ZD)AM]\HD4*;26I3%@9O1HK$W9TC>]7,>BXRZGG:979^>SFE?8 M>:WXW?_^[[2;3^9G'[_^W'WISA_L#[W[F5>7GV^NK_H?D-_,!NZ[D_27V67' MNF'^J;LN-Y?OMHYT*M`LCR*L\@BA[IL<)GT2L29K^YYW8_8*UCU1AJL3,]P7 M'ZDV02M*D2ADE8?T41VOVK#[\KES6I^6TU%ESTY8MEAF2V<'PEV$_#B`#1VY2T&8H';,-7N.J/_^+A6:O8H(RE[`,I,,%C2678 M=!`"![V-@^%6^,;/F^$G5K%"^8A)Y12$,.@0D0;,%*S+>9_2PS\RIT^L8GU= M-@@HT11T`;,H0WW!&XW8!+]/A=-C6YX4M,V>9`*-RI`)>H`F(V'].LR]D;CS MIIM/:^'Y;%XCRM3=_KOW$EN3!3OB23JA$L7,)!DS9(XMN8:H_Y!J1\NQ^H!' MI&S++EM6T."39AW!@8;,IJ0TX&2QG30[8+<^$EU;]MDB2@LFLH>IJ)8PV.L9 M9AH]FZ*VZZT%CSJ@_)OCOV/OZZF_[J?HY:Q9Z=?7HSF;^>_WY=TS7]8V9N_OYQLLTK['^ATM&G M?%Z_[S_J@9*Z_1.W&:$M;4X9.=;@@,]`"$$#9C-D:[6C_`UT]'"^OE5'+MV- M[20](@OB9A806AV"+#D;;15:">EN,"`W)8='90&,=`L<1Z`B*_"%H/`-!_:2 M%K=`ZA3M2V#!EEL`0D7C*RZQL5*X'$)<]'*@8[?&C\Z"_IM7X>;ZXVQ>^UC' MU0%BN6Z!0G(\K%+1-A'E4N*`"TPEJN4P\*H_Y#WFW0,#L9Z61Z!YA;B7:6;9 M)N^!;[DR0D$N$.\>/0*DVT#M+14GIG2+8,F&&'2.=7.> M\"9)B$.IQD5XT`QV=YFE,LJ!U2.1.M:[M2&S_XG"D:]YX:(H+EPT+"J'LH)4 M[9Q4[NE1NDTIL[N/4;J2'5/)IL@,FS/0JO0@6+X7J@1AOE^HKV^NKZXGE^\X M)#C=9]M4!8]02E!24%%>L6FS1I@!/L!*TU1I]C[;YWGW ML;N\FG[I7EV>S2ZZ7[OKU^_?3O[:.R\HZC9A4L)902%`$>QU++A8LA5-]FQH M<7MXUG7'.?S86Y)^=7^EC,%'K"4"G>JDW-`L2JQW6@8W$XFC''M+3B^5)'1* M1J1BBI="%CTT6@$KE;;+VJRZ&=][['!]/9_^<7-=QRW?SBJR!Y,QGYV?WP(2 M]WUZ>U^D:,BS&*3\?_:NM;>MHT?_EWXO,/?+EP(SG)DVV&X3)-T6^U&Q3U+M MNI(AV>GK]]KA/XV1MDJ@ER-&]I!Y5AE MCE1*,2F%CT(!-R6FM=AC2,8T,Y/D(4KX4J5^>;GJQYM`G)C?9=%>XX.-#&E0HB1!U9+RWS@ MKC&BW[58=W_YF(G(W'BO-=4W)!LM:>\:?66':.4DB/)"!?VVNYE,9]UEGBQF M^.VCM1,80F8HL12=B\N12\5J>5JRJBG><6UW[7O>U8/R@Q\D(%?2#F"@;UE]GDC.`0LH5B=,5<$L2.QOFV:?&[D_$A MH"O:R%-1+`H=4,;%1U^?@NBYIT$7+T6P(UD_8Z1QRJ%PN,Y@-;W_UAR\R[G) M`X@=+8O?OGB>''2E(@.H7`"DYA%A@-R(W473;B7_T;\LDWJ\S2^>[D?"#H2LF[4JSG&("I:(Q7=1*3LSFU M+[E2_;_S.PAT82S&J)0_AY)!8'B60BVAD)RYYPO-9LN;Q>T%??C5[,UB_A%_ M9/GSHAG3.%:^PB`9=.`Z,V6X%5KB;^L`.2G;]ZIVI/(`*<>3/%35DK@/U&(2 MK46WZ#.SDE5WR$H;:'"](]]S.,V_SB>SS^M'ALO>J!WPU>JCI(SK(9CE:CZA MQJ')IVXQ^8C_WW076]^/?SL;BP"*]D9'RA,4'<$:IU5M`J:B]'T>%_L8^IKY M3BED\,(GQF(Q*M'&LII7C< M0,S#2(9H;G6"A%DD6+3`R-*;LS1CC*+'30<0^7@R,:L7.;1H$AS M"B)P!9L6#J;;(:X[)J".DWDOX-)=XJ%?H9O+_[I&[]?%;M9]F!Y>PN(88I@( M#F*4M':$\UI+$80PL,2/J(TN1;,97YS%9246A$&\ M:IWAAGEI6:WMD2'!CJ?H/AZ&"3L'*R.Z%#-J39`Q:R]0]Z/BIK;;),5LZP#Z M;-#CF72A_#D:6-ZB"BU_G=Y.KF[M5A#GY MN^X0NAN)I_J-$Z,W#L9+P@C0T!@B69M-$,69UB^8-@+BM$ MA@RM>9%!U3:V&$J*;2."VZ%DQ_#S,'")D^5T^>YZT4TN7\_^F"Q6&Z#>XF'O MV+ST1<;IM`AH\S6TU_=FO=>71@JMO^C=[7OZX4D;+VW/&-'>+Z34=^>L/VQ]:?=NH5+8_L=:'U[/N;_S47[]. MW\\7509;EPF*-R`=!$W-9Y!SS;&Q'(K[X:=?7\77;_MX'"9W@,^:YJ6?O9_] M,;`YBOFQ)$Q`4>C?YC>[5A>]^JULGS-:BISPL)4Q6D7/;0:O.)/12\V,WGW. MVO:?\Q`K3RL!OY<$&(U4C#$`FD^),0LZ)8D24(;1,'*`W1(P#P8]/+T$:*[V MN`3,7A*PQ*K3#GA.@@;PEQ)1`HX)20.A>S:NR6]!`H+O)0%.68),=7?1>Z"` M%+&(XEZZHDI^D"_8O@7RF24PFGPG":%WJ$`87H2L@=%RKRQ7.`)2=#K8/C#VE$*D/WL[ MF7WL_G/R+]H`T>M$T5=2<1#)X_>U/*HLNL6T6Z(9UN$+X>T\@Y]_^;SW+=A?=]!/AP'CW^=?;AH7FQ7:?/_#[_!?\HJO7_\RZQK_4;;,7[Q/>+].M3]?O_,-VY]'L20F6;!\:0,ADU11U5,J--M M`<.(W:>ACO.@7\KQ:SB.Y[<^VYHG0B@PJJ@-;KD2V1:E-Z$B;'18T'2/=^K/#T8KW6ZLUBBHQ=3ZY& M"_8/#B(?/O9JIQQWWI840P%!PW[KDE1;8E.CVQ:A[\?&`.?_-9O\3>5D_^XN M:;0WJ<41`4//[>QO^W`L,.^S]VQ0<0-]*[_@( M@2HY1U>*9Q^%!V%4=>DVN+9H=KH,F+ M`JS4P3(I)4!5"A^B#RVX:-=9'DSAN?D;>J\W.B"R11XSJCL3#-!_K?F+(K1K M%66[Y>3\_*VF>[Z?+-%%?%:-Y1E/-3%9O)5!9E11AV`'3[)670C/&J[W.M,C MJ'X:20SNV#:$7R)S`D,=29O>2JUU1DEI!U/L1]A9>!E;@475UMQ)4$Q`\#)LAOA&H(+FMG3V&7D9@W>%BGX8 M%7^XB(:@R#K9EUI18F/S?^3G/)B?)]/9Z]F[R57W^L.;Q?RZ6]S<[5Q(O4%A M]]^^Z7]\L.M[=OFY[_SSTK=EO,/?7,^7DZN?%_/;Z^6F*7&5>*$=5[?=Y>MK MBOSPH\MU6/C+W>3FYLW5Y((J(5>_^65^N^R(G+$V]M4F-*/149"P1/&;+B[@ ML=VHV!:4#HGG!#D.^?[L$?'$@A"?)X>.SZ58<\C.<]983MZ..7@\JI_^]/'; M)O_^;7*]HR+QH=@,QV"8,SQN+C%$C+G.*O$\LG9!L6AJ;E^_>368W$XR: M%F-&NN"!<["LB!0E3SKIDFR,%.`"1T?77)GO18)_X+\QO_W4+<8NCA!:2V\4 MEX#0'2]0$#8:6@F2N+)-AV?;(OF2)/AFLOC?E11_GR_PA^8CPO,8\G":N5." M#Q8\2Q%0>(H+M-=*--JG=KP)O>0/&0H.I< M86X*A09)NJ"+5"H"+43>K,HKN0T->P7_*-2/!+8.,LV.H">JP(WU5J@:I#M@ M:D?"H9F-?0SY#WKGSJ5'(FBD&0V&BLI1PT;Y#%RXTFV[:Z\>[4/>&?D:6^.B M)5-)(W.*1T^I$_#U:4T^+,?OJZEX%K;&5,][O.HE@@)N#;@0-PD`1ZV9C>KU M`HZC^:)-+LME=[-\J,.'Y004M87YY)A7"4-<]%=U^KF-#IU7TT_:Z_9[R#F- M],'926BOP-##FPU)%;PUIU+:\!ZE6B8J+/P,3B1!9V?3@BUDRN>AZR9KVNC,32% MILZGUW:=PL?]G+03)^!$(5W(%L,Q[KA%*.)#73/*$FNG5=A>ASA&UYF8&3J6 MH`Q5JGN=LV#.<&!0%YKC_<@MK!J_($N@YC?:A(Y`E:)D%#?OFP3N:T5;M,#B\/BWX&G>#9Z9]$\;%V^5TUBV7 MX0*OXG(5L]5RU\5D_8SQN>QU+'#E(BONK)2`@;X0>*&$-;$HD$6$-K<];K@/ M8?M@'6,V6R16:X,.$H27.M:WWQ`L:\Z)5B:.$7P$)UP+KR5 MK#X8R`2QN0E5F4ZE$HXI"$&CXT7A#*%4"DQQ&C"RCJ&8L+!CM]X^M,)`;<-> M)`_)EUEKM-1,KI8'9FK8:BG?2^#[4K[.+\T^ M_CI?+F&R6-Q]F"^H?.]`\$!)=F63T58+)I/5IA;LN8`GTFCZ'C:^G[3SL31T M,IQKQ$+<8O")E\"@[O/-B";.?1-0Q)J5G=4/_2XZL^1%%HZ#S2G+ MD'A-(K:KBD\EL'?YC?O;M__3W=Q\_L\_^MZ>I\7/C"6)$RB$UH_ M$V2$&$K@3KD4%,4P[0Z,\9CE4'I'N*?.P0/WJH8Y0;A(R)H MRN_,.!Y847$4H8,UL6C@K4T2?0^PG+0#72N%9&:LC>/'\>`>A.(O[H?YG,-L MK,O@T'"L#,A8;0<+&%%F=`88*B>:ZQ\V+=T^MQ4*>P24N[D9E4#]LW7B[T&5 M^.QRG0=DQ:;A`S.0,+\FDNGP#]=!!6[747UAP.NE/ M)I'!P"^F52VI9."3*AGA6>]="0I_GM^YL/MU>UK?;`5$N2DO:+)8?QH+?!0MV)XP+^50-7Y3A:/9F# M)Q?08'(M!I&YL@P!,08DV2I5%]U)&W7;/S`.BA]90'],KF[O=;!^Q6$J(32& M`,BN!Y&9@&RMVSSE*-'.L!;C=Z4EZ706A@[-"@8\!F.,AA#I-U`]<>;2-3"Q M_Y7M"!:V4B,')J4+<][3N'@$_&",56X3\&8?&ZJE&=*U+3*.HG1(OD*48I7P M,B%ALI@(=42*8UJ'EM)V!\?1E!Z5_D#-E3IBZ&2"4!&\=IO)L,X'WY2]#('K MEI93J![N75':QF0+QCE9B"3D1LP0F6FH[JWC/9;JSZG_5[.M%2_=9?CP`7\$ M@=>!*FZ`>@=0QQU79%$1F%1KR@W&/P<]51Q&Z&.Q.VB'K$37&KG-&MV($B6I M3<+9YMA$!+*WXN]QV3UT?P2-3K"DFR$PDS!XXYOX088V"N=#H&$W0:>2/W@J M*0OFH1CTYQ@6@(L;.^N3;=,I[<3Q?\G?2E?:V=23;7Y2@]^5CKY,`26S8?GB8C[1T;7$>31FD9(___:LB MU5>4^O(N%$E)AC-`1G9(NZJZN[:N/L>6@YSPLG+\0Y`.40X7N?^^,8A`2"8L M&L^2#[SX'L1(U%5#J:]3=H#$;U?-U]F\)+@3'0S7SF:987/09(BU5OI'E>(TC-NP3U2&K")6[C'(:$3I"[$^S+I)ZJQG9%\NY@M M<0P4[_>_?IGL>Q)#AEI\[&%)TE&$[-IJD415\QWT=H[&R'=!5 M0THQ*6.2+\\:M?`U+KME(J'C'U1RE7FC@0M"93V*H3"#&)=RJ8: M7QOI;2NICJ-)_Q4(3JX9F9033*I$=-NR="ZK/D+9`W5`2LN[ELU;)$2\7N(" M'B&`!YIQA!Q2#1E=S)0Q7[R"%*2N13JSIPG2'56QOC7"%BLE*9A$H],X%4]D MB3BFZ[5D5W)_),7@.SN$T7>_^^;C8OYYSUU%[^4YWAPF21@S)./K>G)_C"0D M!),5&Y#NJ(KUYPB)9T$=HX;:H+RVQ)0`Y6E]$<"Z^N(G46P?Q?<_S0W._J_Q MCJ=9NT\WS0I.\L1F@,I",AE)R)HY"%V:Y\+:DR2MJK+.:?ACB7X^D_261$0F M:Q12QMJ$,+>)VG)T57#5T?UMR">=U"0(E/.NN;E=+=]LO$/7.-X8.*@0B`B: MIBRE,=9BAE;H@B#!Z4&]^SP";^ZW2?>3M5VS,,F,IM1SDCU1P;(DRM4)3BKM0PBG!^Z2 M807.:ILZ7NW:)C)$=;):@+>7*0=GR^VY)U!P[V%NX/+GL$T=!1_L&SA-+"B( M&A'RY^R2*"]F+1A+DB-[E[/;!O_(-Y]V9SX@IUTULW&PK.0!;:7DRG`6+;@9 MJ#/!]93F,A34IA/T_9A&VJ_),YJL/GB[)E/@DTV*-`D*,4Q$AS:\RW8Y9YV^ M^J=TWF(/-$KKMH"4M6X,6W+N#W6>7.:/\B3#:BQ]$W6.MM4$8Z&B+) M7.3$VQZ'(SZJJJ_;.C+OZW4+E&JN*&"STX5#E5@9.Q"]GD6% MW@D\$:.1F@GJ3!21NE@0$&%YM*]J[3$9]H$JK-_.YI>3*U,F$*B)BZ0BE@D" M9Y2+`I;6DPOC=]%&GB>)/E"..I?Q18'5[<-)?Y]N9V5493[Y@[UGG^K[/XUOP-NE]-O`$VA@NC5I1*""L9BM-:SY`I@ MI&.R@TW@*)J"E$_5],/5JIFXJ((XDQ)Q7%!I5=(:ZM[BL&C*AT20<6(^6=?O MUY/APK6-+@1(MHASD"7[-ENDX+%/HNGWZP$]\VR^P@%D1+O:E3GF.HT,_+H3B,D@KN/)$1JA<21\)^JX/B\76X75YNX8ANU]NO37P>H!T),46% M.;Q#\`IUOPBJSL-&70;40AU!B]Y!1*,TTTHCY"KB#&C)6EH(JVO:BU$M_P.T M0)?@MO1ALRT#^\&W3D*XP`R4]59F;\$K0[%?[G`IY%;3=E:/9`-*%;HC+/JG M9_F4&O!2@4$X=5%'[GS[U!D6JCKB(_SOKCQ/$GVHS-*&$$X)!^^$XWW:^_:- M`6&F&HX[KNC=39?)^'3*"&0?#HBLYZF5UK30.S*%4`^Z#BO1+=F1U!G:3IE+ M;I@0WAD(ZI#&:%+P_9'Q\*6I,[#%F&34*`>)9I*)RB`$XT4=%\DAV\:)1V6ZQB:#&PR!'2T MPGDH`%B44L,_!5LE<%7/O76^\CB/)@/[*T(9HRG#_T660X22K=Q$:"]<#5%] ME#6YY^&:O(F25@@P90UD?R:3I$(J32&2=,>3N2Y`B/N_?X)@0\0BC."E!,*[ M1V^9A\A0>FY$"5<->?*N_.(@P880+76T6,5)JK1C1@GC6Y072-^J7C)G';/U M(P3#IZP[V$+GX>8&;+C8#8XR"0'1EC&&OXNFAM;PZ7W;\+7:L/U?/9V M=C'_-+\XT(R6"TJC=IY*Y3*G/K%R_Y*\<6.Z>*_>BFGV!>%KWU_?WEQ]AY04 MK7J@.4E,BH>3`\9GLIJF^*NO7VOZ3%_,M\N?G3!PS`98P&:V&FI8$? M%=(4W;5@B:]?C9Q:]8'\)R-^:[20GAFKO%6<\E2>3(A4`TYST9%*GDSL5Q*^ M/3)1.^49%PFRGNQI#BV3%Z-U,^0\N_[,-GQR^,[,7QS*K@@D)HSP:,PA/B">ZIS<'D,B_:K-^8!/H^U` M'.U"43V9V*\D?$>.X'(J:D8-B[#<4'67Z7">:]3MKH>^K]^&3P[?6FG)583D M)B;"C)2B`/IZDZT;T\-_]58\9O4-PEL;",V<*,=T(K%,./`4>.6).J:R7KTY M#PC?L`L=1.PL50C!RLQD;.NOF$.-`\C.T[80YPC?)D?M*/%*I\Q!6Z+579M= MXXU4U68_3_@^2/7#PK>($@H%\#>&<,>U04:B,L='3.Y_*CQ6]4*%$V;KJW?- M10,_7KY9_M%+!=F@_\^?RZ^W->O,!^LB;_#W[S_7JPX^OS1HE^5@P7&Y^O&\N M;E<;4(J'?^8673O]]^)JMOR,`)Z(#3QTQ!SSBB;DX[`(EX'WUG='+#"A^G?8 MD,E>FH79A*:5)2@T! M4@M%289ZK^4:D4SVCQJ>U<)G,8=TA"FI$R0-%G:>=X:6IR\\,EZ/FCW'OA,_ M@0M-040M!/,9JFRGF#>%F@I<*AT8#WUM%GX6%^JQ7QJD48J_-SL_B0:40D6;&P,!!""4AZY1MMXC39TX&Q+D]:,HZ.P*UAE8L4?@A MM>EG8'344/Z!1BDCKV^6/389,X=HI9?9@/OG3NND4PN-YHA+-3UN1P$U(-)Q M%#A3/1&IUY9RKRFW#K*"9%)+DF4Z7EET=,)?G#GXX>80CD@GDE$!:FPJ?0[M M`*'76M2(^T\TQQP*TLV8)QS:32MDVP&9/*/%.*&2B/WU>CU;_&MU??OUS^7%XO9ROOR\`=!8WLR7 MMU"N;[MNU\M"/-H':O^(PN>^.;.#@83MD,O+#;?E;(%_T^)Z?0M'R/]X(,RZ M7YK2U-M08KYK/C?+BQ]_+B_GL^7LZ_5B/M38$RP9&AVCT629HY04$IFD-;ZW MS])68S4=6,,'6^[0!=@+*3MJ17:7`.G(-YVIW2"]?4?T1[-`5K;WLT7S*`=Z MZ4N:F8]P4$PBB%I&-`08+ZE/05,K8Z[&'D4=;H^W%L^SQF=;(GR1FF\7B_?- MZMO\HI'L?;,`9W/W2V2J??>OH7Z!YU))*->8E9`00'9'BU,F3-1AQ)BZ0OZU M7J<]4LY9HE36D08?($-1,2%+KX**,$5=3R\\TY'ZY_JFV^_>IT5W'Y^<[,`N M3588QP*E,N%UN"AH!MFE^GG7/M7'BW@:-0>H^TSG+\_455`&SY?I_KV:K3T,WLS)QSTVBFL./TD!.+0L>H\QY M#"WC+\L_]'"Q67YK5A^:BZNA%H,V2GI./"R`%,A.Y$J3EKH0JR&##K+I7[9_ M:/OWX+QG83%;S89LSQR4-C0C-9>E&ORK2CH0B#:0:GM?S6?^,GJ'T3?6]K/5 MQV%[>^$@P7*$B$@EE^#7=:$:]@YRY"J6]U<\SVWV@0(:-'0Z2&?P]00ECD-X M:YLKEM8,EQTL+"]/W6?:99M_05IVT6Q_>7V[;E"FH0S?I&1),C)"/J]=SH0I M[9V)D&>X5-\(JI<=V9YU"3;6'V%S.,LB>.9D;JMEW'\]5?YF\3BO7\$OZ:^=UW MAVX7$B>&?.I7()OD)&7.!@)OA/_#_M=WV:+FMET1)L*']8( M8A!/(@2=$(MTPS\NW>QC$1$ZTB% M6_%;5;0\DUY#J%%PC%-TQGGG6(I@+LJ M<6]0I1QR5L%FDXDH&!":T=2M$E?L656J]]ZN2B1&0BGU)#O%*2P29*AW*JGD M4B?OP.]2-[DYA*^O=C`Z=URZS M8YQ*3X(JB52.L9OPI5:(D&D@7CGG!84,LGW#`N7*3V*$ M_EWOL?,ELV2&**.8,:IT>AUL?Y%>IA'"QK7_N=PA,]W>TN,PV_9O7"RNOV,5 M-OEH4.9YDAP);&BBG)/0HI$S$[N(6GXCORLUZ*T/UN"\UND_,W[SR.CZ_4N/TGZ4@=/04X[N2DIL@>2&&$0'QN@(N;@WR^NS0?T0T$XA4E)$J33F#P*J%EU-1 MEO>PRE']S&;XYQJAC&_A8Q\7S1W1?.EP(+SC/8O/6)C9!T9)-B::G.&941&8 M5"VX7S*0?'8;A4UT&]-T.+N)!G(U80TC26'#&$M<:@K=B=D`"NS9-X/)^:LR M4?_1XCXZXK5Q*2&A2`2G6XZ6=E2*/:%YHH2SE"=3L/PY1B:B45.`J-">>!UEJ54O, M0XK6W7#"!^OOL^O9OZT*]!_:SD#3&H)#" M(D3%7;0MH(`5#Y!9=]DQS8M7NW][6^,SM=;9Q#0]N.G5W/Q;S!'H.-$\WNGI(XVB\(:8#GE:@^3-)GHG,^@YH!S5HA6*RB#%3(*?I5LN813,7?V M@-%9,?4,>D*9/)^>37AC\%&EA$+%.N,AP2H$`Y89^&][L@DY7<&M?$=5K7^/ M*AI$L)Y'0X.#6B(324HCA]/4W?R$/_1%J#;0TM11*`HU%-8,G#$NM&H;^2%W MN9D#$N%]JFT)!^'#"_C*Y5_SV4?X!C[\W?OPH8]>R,3D>!;_S]Z5-J>5+-E_ M]*+VY%%XZ4[_&F"EJ\MNB7P`+*?WZ^?+*"P4"$N@HMTP1T.V[(, MZ-:IK-PJ\Z0PP>0:,9V8+%-LJ`YJ0]E253C3^D2'/O^VP4+!62OQ#\*,RJ.> M;'`EQVZ9A0WU\U7UR7[/O^RXV1R:8!#SM9GBAT%NMYZ^&\\&U_=#EU?CV8=F M]M#TB-9UXVIUTM8RM'@I[V#AKW'&0\U/_/"R.U_(,\+UHZ4N?U#NDU]KM+MH M)I_&N3]@^2!M73B$&&>4D]1P2'@LLH"5Y@RF3$W+^`_&__L&?\ADF`?PO9V- M+_]^CP!-W[Q]WUI#Q@A/$JV?QP@LT41C:;O-5]G5E+.:K/4GA'H.,'SYP7?V M9OCY:C9]"V_>MK8`D$S)A*Z2]=X1&[+#7$8"T)KCL>J`[Q'::">7DY329'QS M]W^6V:-6,K=NE(4@R8L0G%9.I1@Q_B"K7G<;Z;:&M6[6V1_H]M,!2N0Q;F"$ MIS+'IS9S!BSG9DLBVUDJS@W&_<]W'O_,%(^"ZD245Y*5ZBWKI:4=&:Y^0,F/ M<9BI$-*@@^68=9D=D,LR+2O1J*_BV^`\ MJ71BU>5W;C#N?Z2]]YI939(`C#&I,:Q<=-O$(-:CUTX82G&,(YT,,])"8*!D ME$E:E,TR(D5#/51[/Y_GA`#&8S[ M'VD.,2:GJ?.".A)HC*)1>-K.K\-Z\_;?[(^KM-\RK3KB\:D=Y]&S?S5]S,7S%SUG%K^842TNFZ5;@T@M"!1:!E8J[P ML1;IVH=_6F#O/2:!, M.R&,XAF'FSF^3.Y4H&&V3I\X2P@/& MD1H!5"X(GFM)VV=_=`C@_+;_W=5@]*ZYR;S_D^^_W7P9#"[WYZWCZ M93@;7.-K?E^CR]5XC$SE=Q_@-EPCF#Q$-Q*AN:7),R,*W23G5E3=^+2B0#P[7'\? M+&CP,CGB9'HU_++Y4]H.O87H9-1XS!4Z3S02$K+`II1':OLZ:=Q#7-&R_\\V M.DJ9((_@T0#!$Q\Y?F/I(AHA;16TU%%?+Y;8#P4G8[XTTU9:8:DRB1,HDXV8 M$JRB>:XCP',#LQ/]1BR1#DS"7TY$2=&!*11F(D5?#\H]>UB[46_,XJD'%%4$ M,:$MQIAP&1XZ//E0D^?V$->._<3]SSZ1TG,7"1B7@$"P'(0AD2F:P!JU0_KL MW,#LY.RGI*AGEEHN&8\TH;B/-X.2;VFKI"X>]/\)K=^K>6W7@[^/;RYO=F^:"H8"RYRP:+"T&$^N*+T M!N1A"AL7K7N\Z.&H?='*6V)48//9HHD&*PNQFP&+7N@#;?<]6?2!ZF-!]1C& MW_!,?!O-"3MO>QG?38;\_+619/`NHE0))4ER MJ'*4Z(#@#,;>AC,N M?!XS6.;MQ@!L<[?7V<`U%[E?Q]_'[T=C&'U$L`;?!W^/_VR1,96DM%0Z*AFC M%`-OXDMK-BH\V"QCXEQ`^V]<'+J:BTD.%_-9'\V+V8;$[EW(A(_66BH<831& MPJQEODSL2))O-HMG(V>OQG]>-[_]^J'5'C`1"+$4_0;F!"?6!U+:5#0C?',9 M_-E(UL7EE6L&EU=+[75]N1TLX))0XE%IY9Q0[M,CI?F#44TWR]3Y@'6-NFIQ M"!=X3=V_?O_7=L1XB$I$5.Q1,:6%%2*N>GN%@LW-7XSK\T#L33,:#*?37"?A M\=63\1=)V*C&F(T""IYXKD1!"6:9&60V!/$!?TYM(YD#8_A@,KYO! MTE1>9^+,'?S:1)DGD!A7VAL3#*>EQ(1;)3/Y!OM M[!X4;J>SX:A$"6WY6:>3$(D1XT0"=&0A".T$S9&N8NT7GMUCS1,J>6>5S74@"T=-H'AQ%XB#Y76)=T0^2HKJJTD]C0MK3W MLQYMR=L:?HQ$?9PD.(N*F.*"8JE(A]6#(C-27C\RUYV4JUSV9K)8/5 M-*I<4@(2HM:EDS`2?9\Z-L_IJ,M(#WWB8Z]_V\[3I*W11GJK/0M4NUA&TJ'_ M9^J*.Z'[N_X[S76/$X+<%Q"X1]=-QBA5X(R5E%$>$U0EFN6NM^B/?>PG06*; M.##PD5K#:(#,P>*L65$3QQ1MJL3![JCCGQR)7R9H22XFXT_#6;8IC^?>-=[0 MD(C0R>:&F\PAO/3KO2:INL_E->=^!X]]?!C:AFS:E,#8*$GR*B7<;UA9!FM# M?;6UH7GN%&!H8_;51F-4[+@05*"^!!2-);-O\))593:\'C7:!Q@6'>'YHQ;E MNC6WJVOPQ4W\]VPR&$\P,,FW8[/F9H_S(P(X:H$)+GE.Q4M=BDMXXK$N3.I$ MD>R_P%YAVW(H$X9_/BA/`@?+,8#-41+ M`IYI;8KNWUY28=EI9@@ZD5\XH05Q)V0=-0UWH+DPG M6'7I)>SM*"6%LN%(9JL+07"+7Y5A'@$#BKKK3X5\WLA]P]6L''Z%+R MUJ-;!!@/`BZM=-5;`:2*G+I1\&O/?&P$6M2PYI"8U=)X3E0>?!<+':@3#FH9 MZ$8-/RD"+S.ANI.#>4S\!#-O4H0"+L8$7"$02CH,#4]1A]#Q6U=), M[]KV]&PP[&T7O4A&>!:\C=I1+WCN4UIB0;6O6QVLZD8U;GKTIP)DFW`XXIG/ MZ30I1*3)!!7T*JE@>)4V1CW9L7!T",)_`//$@-J M#%$"M):T"HBL[B2$7#[N\9;=8B25\GE41V[9,\1K+:#4L8$%':O-M[J3O3_Z MLELGE:(''$P>WV0%TT936:;F<$5M31U&N\FD[;[NQQJZ0-#793II3Z4U2=!2 MA&D\KF[3%<%NZ]GE1&Y^UN>J-ER_.LD#A!Q%9"(B9'-[8-EHJJ*IY'O'>Y,^ MH-)-)>&]H(%Z&TQ*P0B,F43N42\-_IDJ81N/45]QVJ4^<#V9B#)@T"T@(&GB M`9=M"A=1E&`JXI(=,ZK/#\4C:O_6;QT(^LW).AVD]MR%B`IV-8\K;&BPW5%5 M/C\B.Q?VK5,(*-2RDH'.-\XT.7072NVW3D;6=P\[7CT\/QY;J_;6+R:#(_/R M?A2->73%"PVQ(71]5L]")DY&L<[[3Q[XP;\MS`\>GM+FM7,3$KJ1448A%:4L M,M09KH0=)@4JJQ!,[7B1^_R`[5##N'Z=BX$W40Q-,AC/+&1Z\D)01H6K>MM. M1G)VK4]-]0F4 M=%*'ZB]G080HATCIB< MG61&1H_FH!04._QS7SJEYX=BWS`$0WGE-'-1Z92T1$>[C`7.C'3D(0J'$T!D MOS"$>>`@I$R1\,22E4*M.BFEY;7&/:XC]53-0^N'A`4C,19#CT$EIH-+NHP^ MY,Y!7<9R,D;G2&&(AH0&B066LH[E.D"9%>FTXC71T_$]BN<*0X+-U=1H8YR5 M#JQSAD/I#(H;Z'5.1K_N%89XD[R,1"H5@*EDE8;2K4@]J:V-.!DX]@]#G(LB M>D?R+!N0P'X,;4=I`5D%JL>-V)^AOVF]I$8[%77.`D?)B;,Q>VC+&X:0:,VX MQ??"(PV&DSQKN('I]/;FR[RX*I.59J[:,/PZ_-B,/FX;R'Z'N^*O\20SMDY? M?PK-GS/4EHN?_[:YO)W,+QO7:!\6<_H^?YXTGS,?RIWG6P#SU,?S+MN$`482 M<"M$R$2[0:62/')`A=_<7'9W]/.NJ':T%>)\MT)@X.VU`V/0YXI,IGK&:0OVLNKT;#_[LM[P9*-J'QH1E,II1MWU`)@/&4 MT\XPRV,T@M'2ZLISEVE#>?9M)8M#9$$P03597P:'&<$(JHE#QB2S[8ET=`]_?Q-9[.3`GW4WA< M=]OY=;0I)YKPMXTB*<==$>C,B;QYSJ/0>K==6`>VL_TX"[E_:+POD28ET*C5 M50P8>S"=W2[JN1!,/D!`Q.U1]N/-X:V15BE1DD@9I M8_36&E_8=-'?WS27S?#KX,_K!JZOQ]]RIB6-)XL!MKD'8%-! M,MMRE6@5#>B3BPA&.(*^>5I-,%/@1)5WL=6=V2,>K=,EX0YN^PCW?35!!K=Z M,OXZG&:D7R_2N2_&@U%;^A:A`.`>HD!DDA0ANM+^9H5C#_$"]P&:,.[\1R\!4U.6ZV%!NJ5$M0&FNEF M(M/E=I%RHZK*OJH5Y-3!>S^:'@"?B<)S;CPQ-#%"C#&QY$-Y4'7/O:GJWDX= MOXK<^R6JZ,^#S\V/5[>!R(V+P3%B`)1CF3N9+HLIM5:LOG;HAV[;.D:<@*!< M:B;!J^`MMZ7/3BL!JNXT)/V0"_X$^CJ@>F;:9N[G``;Q`5<2MTH;6]U/5BGS M9T.F!^HZ$Z=9YJUQ022>4K)06EB]=;HBMZ@I/DX=O!OJ9,>RW1BJ"6=B81[<6J(LFS4(WGZH?/L+7?3T:J M=.8^5BH:DIPOLR6TUL978E%\R!ZLJ1=:"?414SP0=,%I\JB<"C6FEAZ_T5.M MU"%ZAVDE%;V1N0N9*@,I,S2H94>6-AC%U%YD;TY4C[023R[01$*(#%U)X?2* M$5`KZGAE&I\6O8MF,LSIC MHTQ%%"R&3A+/?9R%?M9&&N(92)OHC1X-P(E#+XFZ9$P"].KEJDLV.%K=5?R\ M*!^F07FFU?8FIZUIX,;(8%F)I!BK"25/SUYUBW8'&C2*@*Z!]%9&0K4S!M7* M4K1#"J1FX.H-Y'],AK/F]:=/CR(H8%%*1S,57-6L=(F:K MISS:,ON@(#V53NGTB^B;,<)5\8C(J_#OWK1:?R2=>D>=4_78]`;;%-:24FZB] MH]Y+X;5D:M6'1,]`?W6 M)S1CLUYQ.;A^-_X%';]9,Q\L;DD8?)]>#*:S<)\ZLG4>D8@A85B@ ME7':6B$-7[&E`H3)NK3H MIP;ZP.(^EB1P+PP(DZ]HDX!":A>=UE5NYQ_)[D*'.FL\5VB,$@\$?6XA@BVH M*U/?AYT>WMLJ4;C`_0B$.!X-1OZ@7:(K1A=MSD:;]J1RQ2>IYP.BDI0>0"3) M2SU8H""J',1/#?1AVC1X=(TT$):;485W(`OAOM53VVBTO8_I1'6FAF. MKH,K7F0H=$P0*U:WJ6:^I)?M^8`U-??Y1=/-$]]( MYJ%,,>=F2HA%6YEL(`(178B@6D$"7U'HF6*70:C]F/(GJN8GG]6_?C<>?!B^ MKJ591Y2;]CV//_=/'_9F,/L?/L'-?S\\ROBFA%Z=%5$+,8,/J""$G!=SD^62 MLG:YEFO;\.&X/'PN9OAP-YH,[^Z>"K/,.YR`AS_?#3\^C%^//FXN5CVF15S\T)_XYPS_P.XW@]]& MMP^WW>@]X7*1A>/HJ*3B/Z+%-H'`18;]?_O[.R/^IG$'[.,29X1 MK@)MP9;`<`UU:B/E0Y#&6&:2O3(>$=O!#Y]'=T.&B)NL?']\'#[,*[CWN(MA[FCW^>A[V[9*N5M0&D=&D<>?8-.:HE>007D++X$(=F]$GQ7?PU`=3^.Q[ZJQ'CK7^ MP92]_SH<_SI\PV1^WO$)H#B;B^-8R[+^QL!P,&+;$FU2Z;IR=B-V\VD/(+S. M3B;^VAU3&X5*AJRA*`H"H_?FR0-"R+%O,%0[8(AUISR4T.G#;#="K7$&1;). MIQQ)1^V,:/L9"YKN)4(MJX#?XY0'$OK^\VRXXY528DDER,'RO8J236X;R2!F MZ3J-/0:E\V,>2NK7Z8Y7BC6>1<=?!59)$+:MSP/PKJ])5SO9WI6'_".9T]EP M]&F2YHON/WQ[SZ[RCL_&W_3C8#2IQ:TX_,A?\W[PV\XKZY,&X;R&G*CF@)2L MQ3V/QDA'"UW:\8=>-[<_W?&HVM`IAIO[>6H M6B":'Q\&L[KO;?CVE_'HTUQ*&#K]8W#_,&N9OZK]CZ->7TWF$&KX)YQ4/[&B M]=&D;M$;#1<_X.W'[W_][0]`ZMUP-M\USS]L<8)-86+!8AF0QN*TB5Z4$IUG M>"55&=A3&BB%S)`*@G.)H-^@V'R?:8M.EJH:Y5B%2017$ M$HS6#(Z<5$B!A2@6]B@<.'?9FA_Z'>&G8_A/P\%X]/OP9F<#:UAL,*%F,I+Q MV1:S>&O6.93N86(?*6J'.QI-&\QKRH%\#@AU?X!7Q."N31"VQHHND;F/>3TZ M39NTW009[IX<9_^"JC?7)Y[?ZIS6/'ZOEC*PD M-L*1O-7&\_F+:[G.6D?9#ZCQ?671JJ/L>^"U$!(+5+^AG`>.!Z0`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`XL+Q_5[]N$TPVT3N0*DC+9]=*<7ME+X#$V-F`T5(H1-EUJ*V M4CVDD*$3O_-0M(?O,"I!R%ZZ;)2HCYY$H3UZRK)V./8)"=G#=SA/M6XO\[4H MJA-2G5RD!<"754.*SB)K^_J.B,(YDUR.6!!J_8U8O$A3L7L[]E;@E1]F+.J/ M8_1V3C92@,*P0[,30<4"5+3['@4+V^>)5GJV9<+4&(!L&09>`" M1C0%`F/YYK:XHY>E?P]=8Q0C"I$4"'SO:#@X]`W3!-._,E_FU>^ME'/U[:"II)2W'A5FS=T?'T4=J]9L@*?1& M^B*O?E]-)9-=??,&,EYQ0,E0H,63]1FFZT<[A.P5+RWK7C)2T(R(E7)LN&)D MC(QR84@T]G-C5=]S_H=/W_%P'3**C3N]5!P$FI MW$.[M$S&:VTC!\]8A*BC=UIJ+)4^MI>P\OGFA*3MJST>4>=8SYP9@VH+(JG% MO9G^_6:ED]^9MK6YZ&)UL)&B"\*C#'P66BB-["U:JW`[TKG.I33DE$]92TJPMY,8272K*D);$*!6C;VN"2-K0-V:K MKA+LD'.=36E4-*$V[RMV_";:P%ZGY0!0^E-ZFA-G-_B03AF'F:U`#3GF94J/ MMEA::?O=6J$K[3D#:?LJC:U(7"-`SMX"1+*MRRAR:*TZ/[H35:]NOPPJ@GO6 M;O#X5_7Y!A4D6JAX$IU.9FP4L8V'NR(Y)Q+`[4+T5O! M*,^*$&70SN`B,Q#Z2OMK8*JMTG6*#SA3E$G#TI4Q<).]8WJ]:4/;5]`!0 MR`9KHP'OD]0EM:H&C,9MDSLY&S?6HE`JK/514@8G"3B@B4\.%53.NG/S%W"Y M9P2O:(Q6*:H2K52179%9S$QA^UZVB;LODBU[6('D0[`^QB`3>?89[,.;:T.? M^S+CJQ*4?:V`(>F)):$FI)Q#JOLS%E:`Q+HU:V?GQCI8'9)EG&\+WZR.&+2I MT.")CCI!JKO`RL`D[S[XL^C<+![;K1/Q?-ECVL0"15 M7,(Z&8N,8)O@%UB@&"A='\Y5"!ZFAJ>)H:V:9$;S2B6,3\@5J\MO$3F,NYH;WM;].0"A>:X&0 MB:FA[.8BS>Y)AM+',/N1^NYA]N$S7\+3*#V6M^]#CC93?M2:04)#C$#0%J`43$A,5=,DE[YW,\J6EV!=]G,V=M$$$<\ MQ)@5/4<]$H5VOJH7B.2*D9VK/R9[E@QV>.P]OT^#V>P;B_R_!N-EDX>?I]^O M9SR$*DE5'XJ^^2OZJ+%*HDZ"S8O4& ME,A,)O!):*W*DJ:H?DS7"_)Y!QY]?LZ=]\.[^S0>/-QM/^LF)R4Y6I/)1W\.4"&2'!,3XEC.ZLRR`A(H>JJ9L27D9;,7^DV[1V- M1T^3;LMO7Z9W3.=?14V51)D@!HA)2!M-"'6EH])>*W+1/'^?'C[,_O9W[?ID MWV9N_7_E+D._9-C/I!PS"D>&0JGSVY;8 M2]/;V]$\*8#?$L/^3]/9M[ MG^^?_ZNN&9E'@GR&+^/A/$4QN?EI^&7PK9YG0>K&DL$8+900(H?+AGU_"*K- M-_>,(+O'%=^_.5[M+;P933@VF]X/+N$BE/16ZQ2+4%*GH`)?R-/C;]UYWC\= M_64N8C1)TS&'[=U8EA>Y!RUT1B]2]L%*B9H6PT?9Q8)>LN;CBN_AWZ>CR?V_ M^`OY,_YM\'4P&EW"%0`EEGDRI61I$(5*K4D;4*5^TXKN>S>NYPKF>:H\_.6^ MY],EW(6.)KHH(+`6%.<2!MG6#W/XHI?$A%=\%]URNSS\=3B>?JG?>PF7P?.CP\!-]W M"JA^[\TE,^J0%$]]S0:7&&IK)91)U&9%^)Q]7U-I7)_SWH\SWUZ/!K^,QJ/[ MT:8%7]<3PZ!7MYI*"`^G(.R+*UO8)"KD2+#SGSN[)>+( M0U(=KYP99N7Z)."BK/^R]LUN`]=:Q=^2W8;QU^'L<5WIGU8<;IP3L=6B1'8Q M=53@VX_+/OKP19D*-`DC^1=PY!8\@'N"1MX'`9T[[MM:]V'-]?#VL%V:661E MK4].:J$<8LVFM7%A"7T'/&T'=BZ$N_TRIQ>77&$!A7$2V&B6.@$EA=A`O43; M:7N_Y_VOS=O#)!>MS)XD1BAUNP'#Q-0ZZB1![+A[7LE]Q2R<\?>\FGR8WM9R MN+HS_LWP_O.RF1_J\F07-`"+KE)U6"MDLDDLDF31^V[&P2[,7<.;:V+O8>*K MY/P!5L0Z&2/SGU&UH3NN3LN])@9?(FH(0:B2*>@0LG4!P4&37\9=FROH__KL M/4Q^98&HP"*YR,C,*`+[-,$28R[]$)3+9.T%H@:)SDA=H-8QY'`H1A'ABV"3QZ2B9H8I;7A_AGHY21W$Q1;LA;\Y:4U)2"50&FP M`EU$U28G>P[/^KS33AAW?_CU4JP\3#(A!2]"!!NEK#GH7.>(/B7Q@/I.&]L5 M.+P8,\V%R27H8I&#VSK3D.TF)@%MM"-91_UP_LN1RU.P\C"Y).H0F1V%C`Z!S"B+73S07O7E0[L:"E/QS$?_]E\$8!^/KL)*F*$@0D>%CE+8.VHRJP2!7^LS>3KY[.5.N M@:4'8DLDD0J+H\@^1O@_]JZMN8UD-_^7O'NK[XU^217Z=K*I'*\KZY-W'FGL M944F'5)RK/SZH"DV);&',R1%6EQK:Q_6MH84@$$#'QHWP5S$>M31Q*9ZMJT] M?'6A7IKU]"!(/87TI=.,I)AG M8@Q#E?U[DG0:-N3P9!+)K"43[$Q9/9OI)>%FQK^#U,Z*;VOP?S0W+YV:<.3* MO%(UL"")/?E58;Z\'=W6XD`G7FH!K<@4:!F1!*F)B!H"10C-[=\KRW=DCDTL M0W5`>%(6!/H`0!*:9:$YE)T#[7C=UV9FZ`0S'ZQC209'#SLCE!-EO)%0%EC( M[9*PLS/SZ^RZ^_3XN?3]ZN;NFNQ=_V:>/6Q4EBFG`-(P)B&PK+RM.:G,?9LT MV9.W,3K/R/#(,"B3.(_(N`DR>V(XIES7<&6++6R_?(9'=#AD%M1&7` MJ#JZ'G/L&1)_%H97-^2EX"HOYE\>JJONZ.'?OG:+=?'6:N?]PW,?)]^[9:0_ M+&^G5P=K=$K2EBFD43J',BDAZX)6AUSY=B=V,TWB!=2>C^L1M6:1C%+(6N=8 M!C`F4S)*#QD.P]"TD^1U4S5[D6R/*'?I<0:9A$P\$D<0!:YSOE8';AK?J=J9 MHJ_(=OI.>('0-J'6Q7TIU5Z^G\^*"!;SFQOZ:$TP'7P&&"D^89N7D]J8W-">0Q)*^X2,D:[ZW0HA80R#*.IHE#1(O$?D:Q MC9Q!7X*VH$)(%F,*FLN:#W0*>(OX=-O4=<%BR_37Z>?9X6[(`,K`>$X:P49K M0ZHI9YN$;RR3;8/:HXD]&\\C!T@KZP`HQG4^<^ MQZ;0.?(S)A@Z`E'ZX)6LEVPN:^O:F\LV1OA1/-,3#QCMPWRQBH-O;Q?3?][= MEFN2C_/]C2@?BO\LL1T=)J^9Y1IBD*HNZZ%H%AIK<`3Z.H:/5Q*5&`R5R35' MG[AF`4T*7NB-X23\VA9<\K;M[*<2EAP25AE0```:H(RU\U:ZTIBWLBW.&]]4 MG>@C;,N?2%:#=S"D1Y9IR-'Q;).2"DTMU`M.M+MRV];2GTA6:MA>20\6F;+& MBD@6RF'T=9M06:?6UI0?$3?]B60U:+!D(!DE9YW4+(6@D]J<0?*!O-&K=HS" M3R6K07L5/2H!0AIE$6WDR,5:5N`DQ17C^[=^*ED-SSX/"A.+J&+(&1)Z&>KE M!9DKV\B*PV4ZP@_=PD^6TZO?_YAL-\+V1PSBJ<)D9;.WH4QJ5))'`*6K$)3> MGN1*OVKU6_[E7]DO6AXBAV=$GI;!%AH^9=!E&90N>0`FE,Y*(ZN;3IB2S.]F MD.F+87#;/CYE4*-/2K"RT8FIZ%*(N4X1,)!BV,V@/4B3S\K@ME%[]@9E9,!4 M9DB'D@>7L[`UOE-I>]OW4P;EY;S!;4OT[`PZ+P!<:3)C6.Y\4&_&T_"X7=K\ ME$%Q.6]PT,A(+@0%JCD)0QX*)W1Z8].X/B8A@<,C(E[88"A7$H?4C<:[]! M.X8,S\`9Y)?#X("1T6B5$`JD<0&11VMU+<37CM[K+@;%+^)'GL$XO;F[[:Z/ M`FL8$T76+D:3`O'*-:BZSTLPK0=.X<%@[2F9IV9R&+!!-E)(!D9%R8R(PKF: M2=5E^\T)`=MYF1RRI]&AAK)95PNMN+#(:E,CX0!R^B<$;>=E&RB0WI"$'=>)@>!G.2,HD6OZ"C&9`F2R\V%MC;;8Y5>!.3.R^20X9D<,CQ>::M\RB&1F4U@B3=6@RKC)`Z< MR4MR(<.@CHE@M7(4.GJNZ9WB8T,@2@P[42N!.G4>)M/_W$UO[Q_ZK1^KU0_? M82D3NFQ!!2V5!XJL3*H7;V@TMGO$Q,CMXP["3L'*2`*>*^6EAU36"5,T6/9@ MK<$,.<74%C>^&RE@.2,G8VEU*8)RFE$\E'3$X)-;IY$IIA#;?JYO4/"9.'G? MW?[V*4Z_3:^[V?7R-U+6Y<,]@W5O54F,7)95N+K4I;H:[#IGF6]NOM^I M9E+ARZD^NQ!&M!:U%C%#R:P)&5GIF*A--9Z9MF+SG1[)5UZD$$84GF"=%XEG MR-:YH*R*K"H\0(I-(?8[_6,TX>/D>_H^^3*=KMTT4-"G MR:!/YW7V;.ZNR=#?X.QZM>N*#&FIAW&C.]*!SKS)R`(G?*],U!F4D,YML3%OYL0]# M`P2>EKFQ=7Y,8U9.&.Y4=.1172QOBY`0O>QD6B?4]LB]/G>DJ_7)R>SZ\0N> MJ3']9%V)-39?6A*VQZ2%#CK[(%5V')25$G@"W;.G\A)?^+!(RGDFU$;?,7U` MJ'OIMUG_I6]XTX=NU`V%BBY;!-80<1^R(.8(LL^;D M?`40D3GR7$?1^]4"Z+80;4<1S(G('3,P";+STAJD.`NREPS7H0@=)\5:=V"' M+,PXN:4E=G9%2KS2I/6)?_PI*7F1<,)JB?$G'5&RU*] M2^:D_@T[[W94BAQ,Z7FX'2NRER&PF`/RE!-P;3WD4ND@O8$H=>/ZVI6]9^26 M_N$A)EU/A!X=++GY'KPCG+4@P/5L7O2:IE`68R_NQ_I`K48=F!8*74C`(M;. M-,^MW[XK&3(9PTR=1A"CR>>+E/:\>WG%8-_/>[Q71Y/;W:Q]EI4Y"!(M%X"GTT M%)A0KW,)V>ZQP/J"I?2^^]]_S*ZZQ>UD6KY[7P"0LY(Z&N&YULE$%"`(+*'2 M7&B`MA]Z1^1_D2(Y&4HR0=B@,C="*.[K M!6J[X'YN@)A7*C'O"0_$J+C!FI!TV2)KPZ<#)/&$J1\OAI6BE]7>\ZO)S5,C M.;8/)CD,'L![%:(,%NU&-:12V,SU>T6!C&`?STL&2QD*C^FEDIXG4PH'6,#2 MFJT:R[8WTMN'DV[Y83(]?(B)S$Z1VJ$F4)(U3T'=[<02A9^%U1*&DMBIBM(ST&`2*Z&$3"A/[ MS=9B>\F\CC7/:YY]<.1KC,(,1MDZ\)]\<(2>20E]EO5\S#X.<3I891TO+U&@ M,2$KSSQX6VOL.(:>D5)]EG:4K!/P,:*.@DA/H"F*THKGA-GF:M]0L?8RK,^Z M_0@V1C1-Q\28T62M%:$8`Y[^6$=()=N.31-]L>U+^8C=IVZQ*).<-A9U`,[7 MIPN<60T\>:*_]19X^KV[GI0?+A[&-4Y+&_K857`$)#&4@-AH7SJ$41)PUR7. MP::`9\=XDG'.1F21OGR]F=]W=<[D2[R#+$T/I;9#.ZFBI-=K79TUH65H`$)O M]GQO\D[(UQBTH$B\[$)U4'K>4#KT:^!#`)2G]@:C+PY]#;Y&SJ+EX"%PL,HI MCSQ`Y/4L1J^AO7+8PZ8&HU7`#*M^)EJ,#3)_UQOJG92Q==7:['.8?)W>3F[>=X1M3/A:"M]V`S&6@>B8MJ^5S*(-J=LGO8["-Y^K#HRDS;'0AV1-^4,9)' MYYPIRT:$>N)[2IS?9AOW>#=/"7H1[2-Z%20GJ.D),#/N>!*EMWY]5I12V[UO MQ03L8=M.1OQ8#+2:,L%TV57`F+4$MER-@4QJ,V)Z#P4Z@/;_[$J=UQ6ALS!9 M_G$XRG\H0V-$+BD,Q:.P60Z(5F/K5?:X%WE.T@OI'YN/R+T.4BI'B)'DGU&* MVGR>DFGS)7OXCI.2/^;\K/;D)2Q0;!4IWK*L+K"":)G;:ZK2ZKA27G M=1P&`Y:,]3*5KC(6;5E)6STZ!-E611VL4OUTGH75L0H;\AWQP),YKUWJ6QS<*ST86WV,'E5KCR.N>$XCM>2#9G
?A=-=3OME3"XDBLN2=QZ"3$Z9T M$E3<;?VSBYWEBA;"&1BE^%9#TZ7+H-7_9WH01*GBUE(X9AEHFQJOUI,RK'\D^Q4:Y-!L%&X6G\,($5FM$;6:I@>)'L_^< M\+\MYLOER%SQM2KLCH8(<$<60HJH&>-,F6KL*$`2+1XQK@>)[T/623A1`YRD M[()0'`"RRTEXS6VHWLJE[8DHQ$E?=O/%G%#0]\(WHKG1EK/`M94ID,M!O>EB M0]\SA=>-\M%'U`FX&'H;02`F8D+(&,@FY(+.ZPBE4N_;3GGLR28&)61#75]`YI?0-W(&^8\(;K&,DD^A]([YDN01:\T8ZC] M]21)W4PO-7UN^!BZQMIW.3,\RD1"XX#T-KVM,2")<7N8X="K[*'K(5UTW]SB MCKE('E79#"),M(!.J$">IM8Q91,;Y](WDOWQ=Q]`U)#'XZ74!B.XLG\3F4HJ MKV\&(&C5+N#AAQ'UT/7Y4!AP]#H)+Z0VH+B6D!BC8R#Q<7(C:Q<)BI[;BWY2 MCJ1W+`5FDH\Q)*X286L/"+A9S5EJ\/:3Z0GI';LQ@9P=URYS`3(G[4KJ9SUV M,,/VO)/>#6"'T;O,D^GBOR8W=UV<+J]NYLN[[8$0S4;+^@%_O_GCOTV[Q61Q M]UG$'!]?H67_>3JO[OKQR?&6K,-H5CO(E-!"X@FZ,UZ MZP@$>/X2+#T?YHNO\T7I1Z.']Q9M2F@P@S6\[!%1SEI5^\%L4+:I;7Z3HHW= MU](Q,]IGE5"`EQ$#L*R821B\+9/,"0`HDYL>@CC:P7=UGYT"X]Z:M:>"MB_?M\4 M'Q__S;]UB]DJN;!N!SS(A3&ME5"H0+`0=;ELJ(,%G/*Y;7AZHU+^6+*< M=XM[>O)1X".B=BHCWC"-"V1!J#!IGA#2B#.(/#["! ME[T8[5:?GNO]MR+2_<,)"'3DK7%..]"0I$ZAED9F"G0'=W*_&7$>&49$2VI: M=I&ZG#F%$]9X5=-FPOL&Z(HWK+%'1Q,&K.#"E&WC0J2,BJ_6`Y!9T(E)_I<" MGR2:B,*"C*4RB&NS&BI=._(\@&TSP*HGV?5VA'U,4,&"D%%R\FR./)QCV6>Y MR5[S_V?OVGK;R)7T?]GW7;!XY\L!2!8Y$V`N.4G.`N=IH8D[B3"VE)7ES'A_ M_19E479"N26U;G8<8#()?%%759/%[RO6133K&-9-P'XN)A9G)!?1>R7"HM.+ MT):[=#]UDE!Q;K#9BS+P/K0B,1^4YLK;TCD8D&Q:HV9@\#NYC]C7L,/X1"[- M=U5"[B4Y7BY$"K4U!F&VV.1UOTC3;GL?(:3WFI"N@\04\0@B%6;1XIR8F6T= M[8NTY?8$PGEIG?8R"A]$F;I`?U5WZFS;1OU%FG,@@2"6H$LIIS%,"$4$V/-: MI2.=RS^V_7[W$"*AC%Y'`=I;@EN)CJL%(]$"^;) M1/I/`Z,YK0VE2FD#5UF4*4I.UY%8GK7=],X7EC\2]DT>LS4*2P\BEQ<).'=7 M[Q8!(3;<]VPQ]./A54`&2?B85))TXFL/?%6L(VS+4L^7/W,BD)F)`1E@@=8` M#UA:CL*J(Q)7WTX7.V.4^F3`,-A`9%MI8&@D1(9DG;M=DL"NZ1-W/F!X>A1' M*\,@J\6 MTM?"G"!Y.P[K11IV8-!6@@\1O9`H.3-&6UL+'Z1D_$R,]XF9=DO@2B;4/#L1 ME>#<>Z9D9B:KD&*2SNL?^W\W$(QVD4)+@F@[ MO>=%6G=ON.^,X$EJH3A+!LE;I#K4V%MOQ0\K#Z<.W,7L;011TI1DXEG'E7OP MC)\I#>'`ICUG$KD1QOH$09E(2$%DOS*PP11X4W?64SC]O9IY'^+`9`PQLBR( M?;&@((-<-3,%;G8J3/_>[3N,/QBN`S,%IP4`HRRZ>JT31-2B:1(#ZWKYOA03 M;\DC7([)JNP#\LS)]3I'S"SYH)(EFM9VLH:31L"?F$VWYQ,&67"T_R6GY1DR M7]RJ+V\@I0YG2OUZ8N8-Y?)XL\Q*1R,"B37HP^ MXMXLH[[&F,P;0O$B3;LED6`N,:.9D%D)EAB",W9Y(1'H"TT$_47:7$@D.N+I@6^1,P[2GQO:9]JE,2B4D4J8P2YS6+ M/-C(VC31,VWJ4T#R8!,2BS0:Z"@6J)1:C6-%JV2;#_ED)X-&9X5\V*?ER4P1+W69/>)LO(DE9:>>Z"M?*^C[!I^PASWI1R;"WQQ]%E M[AZ?4KG:/3ZW#[\#M+C/_P2XM'O.UF7\;O-_N> M9+R)6"9ZDIZ:$X^4SL=8BGY""*WBK=I+?;;54IQ!RT0XC*6HF(NT0TO0I_2\ M(;>B0&G1$N7]M91GT+(D(?*$@0'Y)NN0.ZSE2(YP1Y-CVV".Q[0DEM25Y5VF M7#X8[;<:?;E8^M?ONMG5[Q\B66)&TFPTR>*7'GQ<.5>6!E@QD9^[T<7_WI`= MNME*^?LJ&!ZS#:6OI.4AD0LLC<_N2*F7.>K_^,=K,/]^J-T0/;XQQ;R(0M^= M=1?C^>\W\^LY.='R>5?3F\GZ,3#W&H\G7?U5TJ#,=Z^OW%_0UVA!%%H^>=-] MF5Y^*8.XO_K1,)K\N9&H^Y29E]YZXTI&NT@U_N:#5FVY=UN!M4G%`]IC@27+ M6,GQW5&]M$68SF;3O^[FD)/J<]HB%S>+[;*QQ`3!"L+;(D:N"$/$.K/-2^"R M36=B:XZ=HVK?=P09;SDX;DM`.I3I%3E4RJ`,,TU@NAV)=7SA3[F478@`BOY` MEM&5D2FU@58`CJ&Y!%%K3N23V>/02]DR3THFKLF/%?:8T*TJ2Y-J2U*:*>'G MU_UM=_GAU83P]FCROHO3RW*FS4:7FVAB=,Z5#JPE(Y'(C]:PS)VC8]M`DTG0 M0/_=%!^/_B@+LIDNO0GA6B`>K[-P//'H(95I234\+-$^FKOSE:3W#]])*++M M+]/;T>7\]O5L^G$VNEH:_"?"GJ]'U]=T=,Y+T&9CW$I;)F,90*)M<%($%%4% M(]=T$&Y'R0W2H,\'6BXU=R:@9N6V2)`C7[Y]AX1JVDHLU?:D&"K4@;MW-VM`?/KM?/K^S\(W:+7?L?#=EG`J4TVU<,0` MDB<4'%4MR'3EVKFQM85V#-TFB?84OW=(T\A&X9UQG04T$XY;4<1MB(,D?!`"UV) M+#G*B!@-D44K=*Q'E%(HVVI_UA[0^^O3MT0TN3%O02AFRRAE",G6;MZTDGD[ M9K&-S!]&P@-9G-PS2UK[S)DM6S8I7T.H'D1;)`6RA8A;Z_/[!QR38->CRY]F MTYO/KR;+R<4EC$8JCB2[F^WX=DZ0KD"^,+HL M(._MIZXK,>%[!G`?<[T.MU\]_;K_\15$_GP[FI,,):I^^XI0W&@R^CR]'&^, M:@5.1K).VV0R2B8X:#=TE+GT7.1M>I M]G2*]%6:/GSH#M+TK60?5"G5-)45UEFA;VA9 M^?GK;C:>7J1'XN(/;FG_F!/-F,]N%O%M6WZGUA&>[=7;:)!T3;!S MZ%N:_TS-P#"TA*.E\CG0LB6H&;MF:&UG=GJC/R!YB4Y2=Z$2&K,@, MR8$/&FVN$S&S;[>\.*TU>J^-JO`@+=3>$":-CYQ9.%/ MN<-=M$QP9LJ`A`R&43C^$&W9_I.YIA\+->.!9SL&%4* MJ`PFYJW3P6C)I*_)*)%GU=S?`S=M4.#!TW<3BQC:(OK_\`=7X?\9D2?.F/+? M)'"O06"?_N>GG]^.)GXRGT[&TP<9R?<73O2$^?()7]T4W]W2$G3KB(AMD\N< M-?GKR#5*JT(*Y)S(^FAD9!B2,:&D]WN3:M],)5(;LG3ME<>15'G;D0ZS11Y= M=U$^I[@/G!8*\'C?NNRD5F6F,;&QK%,&%HFX)NF$1F5[>?DP-7J1A976@D)& MI`=`:^18ETDJN?+MOC)K8-%0L9ZC)Q()/M`I$>=_LWW4L9+"]#KY](]-2R$CJH/%,*FMU MB3NAL%Q+V7;96'/_NK,VI`R3_Q2'5\8I$1$%!GI`,(9EY\%(T&4,AV6QR=8P M!UC*11GU3_X6G^/FUS)KESS(J(A`"DG\NMY?,FO6;/Y#P)#=+/;$=C]$0.UX MALB=L=S185['O@D"Z6W&\[#]XB<7VQZ'IWQD;I#JE7WW$/"4)B5N4R+"0;C[JV3Z#5B^T5 MQ1JZ>%RM5A.T,D M/K+Z?>^YG+*`C'.9=+E"5TY5S)QM:M.$0+A>1W50]0?MR!QC"6+*6#::\`*$ MJB$?'16T(;#^';EIA0[:7=Y).AR"]%[9Z)+UMHYE)8;JL;DB[]U=FR2\-_2; M[O/H]BXG^L/K6:D3+E7#'\A__[L;S?+XRX[11DW>VD:(@BW2=(+GOJ;)T7?: M65R$@/H4V470H=J^FOQ&ZKW[J[O\TOU*NG[:<;\P;HT+$:5RAH5,_P9?.689 M.;73F]M9UN%:#WO!"(*.Y>"(=3KC"-$FJ!2&V(U;PZC;'+(A4NZIY_1FMF,R M!\I,WL'P()CEBB6L\ZAM4#JW>?7[:TDR[J?ENT^S;M?]*GW*0!X>DJ87"FAB M#0-;EH^AYD+(/?7\:[J;EL1(!'CIA(B>&5(QF3I_^JW M_#"`BC$3UW<\&>>4LAI9X<;!L+(.OXK1/T@I,=RLUWVS8MO;Y+_I_^6"8B^S M[)5OPR3/@I8P"L($)0-Y-90QA$@$8[UQR("PI776J;C60`^*AG?,U@K2E9:_ MPH$OO3`4JY4JWBK1WJF*-2G?K0R#9%R]B_OW%S:>7G MG$ZI=/J4F7M11Y`!<^WESIIYAH>2\9BO@A&6#CQIERWC]!)R8/552)MBAHV/E(DZO/G>3ZP4Q?7TYFFSLQ`4Z11%<0`+!CD&.>C4X MC!!CF^S;KKN3Z[IC]KD-.7H/I=$KS]GJ`#4.$DC'-5.2VMK2`ZG8GW7MI$>B MF]K3W\*DI'U-WXST[[8Y0^.+#R?ED1==:1KCF29T*AWY8%DZK-0W@EDU.9EK MNNZ<7-<=%UWR7!/92I8<""IMHW%BM:]@39&::!S=(!4'!99F`IUQG04>?4^*VV4<<^ M(O]$L/F7IE?'?2N,GJP7IXU"C;0>Z&#'T@B@QF25;L>M0!-UZ!-G#[E%O]PH M4R%A.3)-1[8DP%CS:WVRODVD;/CUD<26_6(KRS496`M9+BHMH5Q@IN2+`7+O MVEJ[0PD\E!@7GY]*XIK1602%B==VA<0I6#N75[59S/WB["OY@0K"`AURDL@D M+2698C#2:+=BU;G-9^%ZJP5U(#U[;Q48^4C+`SCT,KDRY&MU3!OA&K^C^5;8 M\'"2'^@-E8I#BP#>*7HC'GB*O*9X^(SMN!*[E8/=0<\WW>AR_'_=Q6!?2U@" M`F&ID!TY+#3*H*[=R9)>,R1H*U_[K5@'T&.3[U4Z:$:GL^52`6&EX&O4SX); MT^+I3&IL\,40=E/OMF&M@G3*$$95QI4+:L%5+*RMM@(9!M&3GF\?O*%LO M5?"TYF2IB@Q6)T8`2X1Z#F06F^KS]B#;13;LWI?6D5V>3:_>=!=D]D6.P.ZG ME[+92Y^3R-S;,LX]UMZ:'%1;,]]Z_>T$.Z0R;>3PKAU%B0],)ZO(8?TI__[] MS=7-HF5<;<7S>=9]ZB;7XR_=7:7VQG`B!VU9$O'_V;NVYK:.Y/Q?\J[4W"\O MJ>KIF?&Z*FM[;6E3^Y1"1$A"0I,N@+17^?7I/N2`I`;&`0Y`$E!4?E'9--7= M9Z9OT_U]EO*L!,G$9B0ITU;VU3,PSWH;_:?9XN+[J_OID[$M`4I/M0IT0C`C M/^,;W9J7JL8^M>Y&?D[?,`S9='TUH)Z,#2JCM:"HMD!?,"83?-MW2TXZV+8D M=?IFX%R:AQ&O+R_)T[>_3QY0IMM=,%`]3HR+?:AG>1&-GNO`])PS'>Y;8D@<%;Y:2J M@D%^4K#M6;YD*J".;8C;2\I>?OWM\OKS?,EMXSML@6'`=O%?M[M9H?LE/\Q^ M;:.Z/\SNW">=A\5R,-5#X?OGOV`]Z_NG/['ZB4/4*!2>=Q;!*6?X<&7'>1#E M>4[9"%3+Q>ZJ]1%\!P.]L$7G?_SC>OD_PU/?V^7L8K["Z]NK]POZJ;OW/UBM MKM\O!KM??[C_:1S.Q?M_O;?:BWX#G4H1AN(AQ3YODS2^4-%LM?3.:\#N;O>Y MW\E]@R%5>L1M\`)6-,$%F3-5;='[S&B]93C)7D'.-O70<"=JQ:,9!"A29&L] MTGER*+`"MP5=--$8DW7G*?N!@C.RR/7J9KGVH&E^-?^P&,LR&'I<&.502P0I MC'5>!LE;4#+47+JEFE>SCSZ;:"*5()N&&"KY,4KB9(F*[Z`,0`>P1]GM\_K3 ML^BY19-L'%43CB?A*#4$63UW;JRJ!<`5Z)KBK^4']_@&KQ!-O"D>=1!0;#;< MHW=@^"2KC+)4V3F'4[7B\0Q"(=4(E!1E34(?T;G`T4066RBL](_"?4UV/A:9 M$$V`RI)4DTPB%"LDYI(R1Y-"[M"`ZS?17BN3-F<3342$@I3-92I*BI`UD?>B M(R>+=R+-X9V#16"T\DFN"0!T[&)R_QQ_&E8\7LE;%#([#(55):*J+CLV2"`' M:I/M*:U/UEL^4S2)P^N;9,"S8M$J?ENA:!*JJ\FB[#>_GL$^*Z85F+^_6?P^ M3[/EQSNXQ$?,+@^[`#]^8#:=@05U]WGM[^8\^?';I\7[V1VBU'LF$%A^_L]W MOSPVBWH"/$L7Q_+CG0E&9BR*TY=#Y"V_.:YQN+=^]%-4GF57119 MN2I2R#KI-6@4G?7_F[KX?@GGYQ? MS9X[_26#BB$%(=;/S:FG2V[ETP MBVX1ZHTTNW[[4]!^;#++Y:B+E562UY=4AB;?F#^"4#UE^`;\J^=7?LUU=N2# MKRF\Q0*8%?VTHA3)A;8`H[(R75_-Q%W/_8X2/ZOR(^<>-`B338Y5Z%0\\R>N MX=JCZI=.3,]5=<+*CQS[7++(**)VOB`8$2(T-H="Y[YS^&;G8S]1^;N1ETFS MKI*J>'15>IU)3!W"`\20C:9/:D,W@/7D[]]',OTW^;=MDI%$*@0**`Q:26D$ M-,*IX,GM=E7N,0536P6SDO$0`$D,03*J+!L\3HXI]>/!?2%P@&AZFV@%&)\Y M4S1R69OB*"@UGQ11BKZF[8K:`R0SVR2#D!"SISK296-E,K)M;GD;5.QZM_J8 M-MN>OFD%5D9C/>>JV8)6C=7'4$&\84IZ4P2?)IK9?@4PY8HI*NT$)K!)YX8A MD$#D'I-WHY.=*MG6.V!SKI7"/V@,RM#AY$?GN]>1)M_Y%7%(@F)J3: MF](08T-J00PK]GOZ_6S:WC(>6\,1)Y6P:%Y\J+IZBCC6\3&Z.SM58.Y>>MYL M/SJOH>%8%>U`<"5IDW&9_%V1J4WD(I;0[7B8@-= MU"[%$GV[H*N)EFY/K2#!>D[S]]DD^:WF>,].D,H5M@[KG:9I)$]Y%*"ILR4IH+:/<<:@9K%2K MCKF,#^N=IZWV'/KV`;R19)CHBA8E9,HW!RO%F+7\"L_2/H/@CCQU%,E;;T6H M.E0'83!.BB)XV+:P=[AQ[M:#8;6:[PMGI81V)C`&M<*L9+$&6P_;6]%Q+L+][DY[@O;C%7V%H$7FC2(#6$TG0)ON_)&J'ZJO$E=&%$;-:&"2=O M;U:+B_D[$FQ^,?P?HT0"/(&2!3FH)`L&'45#BXTF9^S?8G4/47R@EEM1)5-U MTI5"08?#,AB=;?L(D&(_H;&!^OAP\8YSH+!4P5TX$MLGJ9)7>7V@C.N!#.DJ M/8.IG_M`"0:5<'I@OJO!D1*EP:C9I&T'/RR5ZAN.V[6\&3BW!Y*DG^?OYXO? MN3CA1O`4P(^<@&#`-`6-GSP]_?D0C<8_$NOX?WEX/ M,XH,J;@(36=LR'3JFQ(\1]W:/MHHNMG^S^W$H M);GM9"DU1XR&DI("ID%!^0A:]BW=,W_;*%943I4P\R:.IUFE<:YYR"??UN(D7M_PHV[;7@G?C MH@4RO$7P?DU0&F,_4?'-\L=RT2IF[U4UCFI&99FOH/510G'.]HQ\9^YT_CY[ M/S0/[^S]:?';7Z^7-Q]G'^CD@V]X\(&J'-NPC-PU%*N<3P&!5C$HTC MK:A^,NF;^8_JMJ7/UDIMD_,F!E.P-$;O0`Y=]H/7K^&#MG6>0C9)I1*9(C)C M<=:I-G!DH>JN--C44GX)!4ZA:U/X+2V@RS*%ZC%@\K".T<'T@'Z;6XU?DZU> M,M)$%WUEKF7(48!*5*.UNBRK#4.8W^Q^G!!C47LHV9.?L#J7HGU1K<4.UG7[ M%=_L?IS8PL`1%H.)P^NW$MFN%[HHC/0;_N?N;@[KVFA91!7.HO/:A@!:6M.L ME:7KJ@'Y&@742UOK)=VS4L'HFAU@\:6"E>C7+W$NV.TC)]\L?X"#-D5J%"B5 M<*:X&%&U[;]00&SER/AF^8-<--5:108=/IZBJ%H7)NTH,08MT MG]5[2O!3UVW68V'V!.QQX`.(0"4UZ*`85$@F:>7]"(YG;ND-M//](M;)F>0( M#4?>]`I1.VFIRD\I`7-!W%^=B-"OFX[=]JEFVA:E&XY"N60)\N>]O&YCRJW"_6/MO]/IE4.5&BG+TO M**+/6<2LUBN@62'T^$*BW_$Y.9,-+7^I[&O:XK#+$BHF M%X+)`;-)0.F3:,`BZ&T_WSGZ,/?*UCC"/:%\J1C%CD.&"$6IN(Z#F6J/_N%M M+#V88I(3B2[(Z\Q562]S(J^:*@C?JMXDL'LQ?Y;+0(-A:P*>, M;:ZQ\D)'%UEZV(,1:PS(93]^6`^8?W_U'Y\6[S^5JYO%S><[8(X=>'N__Z$^ MP=NSTA@#7EIC-!7-V;0=AL1O:H^D7O^]#$/X2.J=Q-JHR6-N^#Q?DMJ,M[;Z MR_SRHE=#/OK0S#C__=7J9GG+0_A/2MG'O_.7/V:_]5_MJ0&@HD<370&+O.2= M<`TBH*)4CTN@1R+^R[^%W@);U'FB_AI@9:`>7]7;&SIT?UU<+7Z]_?6GV>>! MW2K?[OF890(O6THT/`]NG=)K/M^TDU1[,F__^66KBW]],^,#'@YDO,-O_<1HN`C1_3S?%A5 M9ES!SZ,+MRH'$XNSN1:)EJEA&X=4A![WK7N#/8*>4^S&L'*_S_\QGRWWK/%R MI+14>VVJS][I&*2^WSD!A[+NT++87\*)"E[?+B^Y6/=45/P@X1;VWGRA*.AAZDZ+K$8+'70DSZP">E]! ME7:U4\*>3DM.N'=(C$7!.6?O\VO5O,[R-"/]"\V5D,[`*KQ%C8OPU`%&*WU M0B;3R#Y#%*;#+QC-HK9)=SRM1D#4#-4H-8.VOO)^B2RUY1?>(?V;'K?U)+0: MP16K1JE4M`X6F!,D&"'7O+W!]WMC9JPJ.X)6]V=YZO$S$96VL?)*"HA<4UD_ M)CK2KO>>>QR_IZ(=29\Q?'P9;53D+"C8@79:>VQO_8&5&\>D?&%]1HY<0,"$ M7I`VSO$B>5@O,@=2K'_;'*LB#]6G:T_O@M]=C8R2HI9SH2AO4(3V42)#AW9N M?(^/\F7_>$_)QXY3CME6G2C]YP$`4+DQO'NK:T\VX?>X\0=*/H8S:B0:8[.L MRAA&%BVMK9A,<=B-LH>Q!'\GR:]7*YPMEY\_7"__F"TO5CSI-#Q&P>7E]1^S MJ_=[UJFVH(:B(,F4,7/JGE+K@]DD>O"/+<=_7+:G2C&$XAVZS%3H$F_IWF*$ M$!T/E*!#R.UE,9J>-(Y<5R?^)BFFR+FU&/02JG&,2N>J2C%':##;H6`_AQQC M7R+M)N<&2,H!0_3WV>)RF(Z[7OXRNYP/[W4#)CM<_/?MZH;3-#IT/WYX._OG MWMY':`'@&2Z-OH.),OK8SE#R"?JECHVZ'4'R%S+'B$L33"A'ALA.Y6)"52#O M4S.@_+JG-.L#_GF98\1/*A1)"TM%O\22+0:JKUH7$V3/37::AIAR+P+42"XT M96.3X5?N`FT57`2Z,Z/(4)-%?2Z%1TZ^)J6$%#*FJ`%MM:XV#":%I=_`/GV% MQY+'6B-5*UY89TQ65D-KC8"*!3?@[;^XPFE.X9@G4RYGJ]7BP^)N=&4UV;O% M[)/WOA3II?"5,F>\5SE0.6T[[_9F37.FR@[VNS=E:E'[S=[/%%?_==XBIJ\7'JP%Z M>_FWV]GEXL-GRCF9>*925$.TOAI4W5<.>Z4Y M9VO3X87L\J[JV?7^"SJ-MI9H*#L"Y0J%%%AW**OMJO=&^7#JMAP)G@[I)@J= ML$KF-F%*Z[;YX[SIT7W?A+[V/%VU7R>4!&ECM%"B*IH'U*DV;HPQR<$3!M.S M<'&'VO+X023())2SDF*(08-1^34M%6]M;IC\__]P9@\+)2*5B@8J-T82)4', MN-@;9&Y+B<9EV[-W;ACI],O_SZ/(J]AJC/L5 M,F110"N%FLX.%;:MR^I[SN7\'_GIL-49^Y`75:J[P.)Z)-@@76G^O9%-[ M_JH_:>:>OK&^O.X/?R4'4_@1O__YWN6_(X_&/8H?E_^^("=WQVHQY2!2`6Q2 MJC+P`[=71?!@0K6,JZ1R,E.[A2^G\5E\A+&6K94Y8.'/X&L2%6KC$/&IIM1Y MSJ_K(WQYO:;$'H@5DA2)@D\"P?-3C<4O:G*NO3\]V$5LD/KYK3!RF8?Q5UY< MLJ4F`"^4:$/V6CD]3HUP%D88?2=645>7=A9"=UFW[48K2[X*^JA$F)UL2 ME2^4KBOG"@:;E%1UW0FWO98;QD)V$.L(>HP<67)[0,>4Z@XC(1:J\AKE$)02 M>@;=GG[SA?08:ZYX<$;$3*G)_Y%W9;U42!I*J!PD52E,-A220;[,RLJKPJ\\M@G?<@9;F3 M33[4SN_?S>,NR$7^1J_H^Z)Z4 M*CUL3`_LQ3UY/H&%YQ%3R^XU9,R*#-:^B\B;O;3MOJ+DU:K--%$ M`$$X-9H[GAOEQ.96'[5ZU:WR$L5TE.+GVE,NC9<2N`Q4H>(LYHUYMVN&X+EH M?B)!M"R'B<%9C)\Q8$&/#[<(+1:0JACW&-S\PN31.#`\^)R,`HJN+Q-&<6_6 MJ6@3)=&G)4K/+HZ[[&7)6;Z=WFN^MO/Q8CS]%%9S_/,"OS^[.MH\:>&3YFB8 M=7Y8IZA+X:")**GC!7,\#T\NHO:(<),`+1/1E(FHA-Z8)H]>V#$)X1[?XXY77G4H8S,0,R3!%F^62U0NRD(>DP" MZ2C"GU(DC=-$\3A%1;6D>=PED3:8DHS`@)0 M*U)&9.8[O>,S$V<23!KG<9^_X$>N7D^7H^FG\6^3[K;Z=P^>2VF""E27LT8-*NYV"^\^O)Y#.O`,TE$D M&@;9"8*0B.%"JU@P98FL4?/.)9U?QJ/?QI.^4/#8NGIF60C1@G'">T.L"F42 MI7&:U4.,**O':6ZGY6B2=S8R>`.226N24TPXR1C=-#(X`_6)!C)\J/3;] M]*&;WV0,H0/A8X53T7END^6*,0;2%&2.9``JC+PM9-Y[_Z'4[01&<3:BD\6\ M#P2-J#,I%>JB"["G=[&;.I3KK'2-W*K-==_+X:F>9"CE!KBF,F$(RB(IPT,L MAF.5M:^[('?2\-\XB/">`SM M/$.MKP(X*)LD=W$-I(Y.)G[39F0OT9+VQ[/4[6SJ*P[>/HP'W.'6HK@U5=HE MX.LXPX3D655Y-UR`M@]IYV*H58&/2T%,``-$$I'KBDOSNHG!N+H*9`#7Z*E9 M:NPUIZT6P@.N#3/HG24GR@P':]`>U2P-&]+C6/IP/9I^Z&X^S^:C^=?7-Y]' MXWE^,#MV&:*N%#KUZ&S+V3R,!A%>!.)8LY028*%4KVK&Z MCJ?N*CP'V4\AB)9^=)KXZ#1%?SRAHRXU+R4IVO"Z9^XEBJ"U]2,+G/E$6#3* MH`!8,1%6>UW?GSZJ"`J80YK-+^:SRZZ[ZDLJUYYQ_ET/SM;A:;'<),FU!$NL M3=Q!+B-?)]@QO*C*:J`ZY@=2>%[N&KLY@!_'[P9?5+2)?0HT4='^X,^3I2;$0^B3N;3&C6D3=7)3#3VG,78$X,, M[4P$G_$G3/'2''&<5WN.J0(FFME.)H3T1(9\*2D4ZKU2&\Q%<%7R"NKQ M>DVBH(%2(JE3+M"2BZ"2QLI'9S74_B/SS_?E_Q_ST?2J%\+[T=1. ME[/I>-;BWO:,@F6:.VF9I%Z@:HK4QFQ#ZLNBK7KHD9B'8Q8?/9#E17ZNE4+# MG8\FQ?.4&*61."JC0HO)0/>3L6KNGWKO[\W^Q6C^>R^"7[L__CV;_]Z:"2Q` M.$\]%6A-:=`))."Z&Z(4,*"5VN-U_7*HM/[)U>'6U+'HK97,&YN! MJ"*4.D`C%7-5",?X5AV^#WUG9^RQ5)O@$?4WC9X%XQWQ)O@R^#ED.)-J>YLJ MR_I,1U\I;-U/=7K61G;8\'#?+SX?3R9M-IR M)!=$QV<21,,M\Y8P'A(>9LOSC'*E80.":0FM MMJ[8'JX]"V/GU]BHW2BW`8PSSJFOI? ML_%T^2_\X>K;R8)[M5`EQQ@`>*V\LU$%LL$MPK\K*[2'?AJF[#SB:$: M)$?;ZFCL\]:R%#QJ6]?$`FOOV<=GYZZ-\/*ZNUI-,'*Y[2-\TRVO9_>:+>OO M=MVOHYLR#>!B,OHZZN>0+-YUB]E\N7`__>NGUJ;F@CDIB9'<..#!1U4PUKE3 MI@;/9&W]]9@B:Q5Q6C"6"D`'Q##A)<]#KPOJ/]1C=^@>=ND8=MZ@:NF6&=OE MA$RQH1Q\XM2C%T'1_W-I@S-%A$UU2DFU3^<08>=@I8D"J`5PJKU-.E$1G3,% MQ\T11VK=6=_=/ADKC2V&FD2;C//%&)5)ZFA$=DI[@G0 MG25/CTQXNUN(6:(HL^#1[%J::+%1'@/!2O!M=7L0^1?S?!^[_)IK9Y=V>I5M MRN>CKE8C4Y1HF82"/'@D`3,%WM\JJ$%-]CG26ZD[,U,;D^MGT\5LLNXK?+WL M;KZI"BI7BN^[3_TKOQF?O+E7+'Y<>6YMDNU--Q]?CA9O1M/1[?2>/&AL/II> M7O=E8BWC['**(!CC$S/6XU_7<LT/+^8\//`*">JQ@J]N_?B&.#'&(9KF+`PH=$,,L6%S_Z,' MADPRW4Z[/;E8=\OE3OCS?,N][$I'2"LM0ZBQ#IU+IB`YKR*H4#)O!'A]K-MV M]CN53!^>+&Y_$B?CF_&TWZ#-VE7T86.^Y2TJK M,H[88N@KJJW\5Q+S$4Z()EH(D(ER+YE*4FA9RC<5T[8N0J'?H6YX'"=$2>X% MNB#"4\L2>E]HC4JL3YRIJZ;:^;OO5#)'.B&,DL#P&,K`0Z1"Z%+^J%6N\OF^ M3F(34XG0)&PN:M7124)EF79I0BZBKQ9;?`_..+PD)T00KH,VG`=)'"H92S># M^01)>\#/__@"/MD)X=9$(SW55LC`T)=.J>0G&8]U>^U?3\9G=$70#4&+*;TC M+GF61PWP4H7JO8@'9;%_-#$?X8I$XY.3*N`?&/P#ARC+=#FJ1`WAPDC[_O?) MQ?HXKDCDEB9"8PS64!2'2:1T3X+WH>XZ^0Z-TV.Z(E1$FU@@#I3TVEI4>\45 M"9S7XQ;/()A=""<#$.'K^;_WNE>-0D>'">1.ICP?66R=>E+M\;_V?H^J92.J)`0A":,521G*WC M$948;H=*!+5Z/`?13R&&G?..%?7:V:`4GG5NB76IX*NXR.M"+EJU4#Z"&.;= MQPZ_?=6W*UR,YF_GO;J[RC/VNHMN_OYZ]&T]S,!RLX?3J;16`CF-&A)V%%]C."R$L69(XQE=1,-6/`BR`M31]NV2/ MQDO_\X5%QV\VSQ`@S?4@#_K!<;_9Y`$8$;@T*6UN&IV*#Z;3+/KW;'00V<;" MM_2<1#IL)]TI!R((=*FR6Q`9:+\I!@WBP M14GR+""?8I2P=(F5LN`].*)N;Z"EZS0@1#L.!X^C/X\U"5VZ/*[ M!)`W+)4<")>%6,YIW;-+M\F[?_-MWXVF70]-OO;CZ<6$QIF%7K1U@L1A3&&94.Q'DV2D.X]_,K]*#L/ M-RV(#0:>26U#2HXRC5\66"=E0:FZF:D>6?VD[+1*HAT0H($+0S18<)%NM#-& M0G63L*@;#$_D)F,$]>T-KQ>+59X2[=%??G@JD`]B'D;[^5.OI^A8K_JTVCJ_ MB?R*_KW?9),R'M%RC4?TX>OG[M[SYM[SV]M=O-.T-Q3*FD10`>@[S*80ZJI> M4Q>,-%D^14+]4M,]1211:S+"Z#Z>4F[!J*1X&7^A40[5">=PSL4>;NX(XR_CJVYZM7@[ M#V-D;/S;JA_`]*Y;KN;3W!KT>;P<30Z?W1V)R8ZN(%$9P:EVQ9Q@X"3J*8XU M7M#9:'\JB;20.I@P$"-Z(VCMO0\JL`(XP"SW=3H7X(B320OM"VPW:Q9@\ M>O%*::LVQ6`0954L)P962#E;;S_6D'<#N>(!!5%^]*[[,IM\R6,!T;C6XYLEY8Z5=96B>`!I_<@`L_+7.-P>QFME;A6AD@O MJ*=J$T,%)VK0O;_O/-Q/SEWCH!(KF1(L,0D"B)/2EUH;S6VL87C^/M#>=B;V MWF&,RL0T53PD/E#`6;/1,YVBV)#B,#-MP*+>P\BTY)]#="@^HT=(! M8(C(;3\?/:F[CLE8.P\#'=^/0W@K$&!H[HA(@EKE14Q&V7(TJ%=UYQ&#G:[` MWH3W\[NVM+0>KKV<,0$]&>V\$L['($E!$5,R6%DYZF*G^MI)V[DX:FPHJ8`J M:A@0K=$3CUY9O>E9'1AC^9RLM/#L`H_4:2$2R592H)W9`)$36<-M/C\KYVJ^ M[G$$+B:CR\ZN,I19F/TQ7>+_[0XO@0$8#T+$F"?AHGNN'$^1&>6TK0``!QK6 M?Q2Y^1F^:K6\R#W6+:D%P2$*$R%0&ARJ!!J5`V:91Z4F]^BA_%&$]L\9[K;9 M]/WJTVC^RVAZU0Q\T<;FD=:24F?1D'FB4'#`LP.8]`#L]X\HN36*3TC_V]>* MW-:'C"9VG$MJFGM/$&D-31J]%L:]-=XG%"'ZT!(,&J4]+H_/),+WUTAMQN`^ MQ9PF`=$$Z@.1DM/`@+F2`@>*_EB5_1EH!-^+LK,PTYHM*VSJ-[4`IG-*/]Z# MB)>V!@N'NLCCZ9AIC5=R4GM';0J1!Z[SC>MFS@DUL3(-?*!Z_'1FT+F[O7EI MH8AFCL1_TWME6!GM^ZYD:S3)X>[[ZZ[+)5'VZFI\>^K">'$YF2U6\V[AON(7 MGV>+T>0?\]GJ,[[R+KJKM9EA;/I8N!(OYY>C4?3T>?99%R5 M&ZY^6W3_6645\07_V.2(M_R\E0W`LY(`(TH?3$:LBTQK!:`CNJ0TU8NCFAMM MEZ#/LT)#ZO1I5^F>W>J_1./599I:PL[S56F(UDD\L(+8:(AR&'L1CD%P/86$ M#W28_`6E_:Y;Y(S;P)#J;$M M1`W7NT9<\YM<7_4_B^[C:I)GW+0/R=;?YKY62KNO#;^>3:Y>WWR>S[YT]^K, M[U]/FZB2%3:0Y&V2S.7Y&^O>54XM^]O/'ZZ[5XML&KOYJ]G'5TO\M=I\@`ENQ.>DXB?6?5"!.2:RE\Y!+0IS;$0IFD!+36/7*H[FZ#1M-/#S__ M9O3G^&9U4ZD1[P,&&%18SAV-N8BBC%[1-!IO_O;SA2#_WD-`=WR_;#F-I\-R MXG@\#4G&6)T,QF*D6#]'I4L1Y43%"Y)3'@*X0D.P>>;H'61]RE463L4HK!61 M,`.EP5]S=&1_OE`_MF"V;!ENLK>)SJ8+/A"!<;NAI3/X MLCM]O[BR-(J%O22-<[!5!Z.[>OCONF>V.<5_KMY]JD>3M",V_+M^\FRRL)N)KB7<^9I?)6]0:AS4HPAFI MPC8^BV]W#>XFRM\]RK5UFOZS9 MIYP-@NWL61()Y51T0-G4N5P:11BL[`VBP>Z-_-6X\PEDI'TD1U09(%4EGA7" M;&81:RC](^BK,LO7N>5`!+2"KS/((=79FU*V9N9266Y?WXD_U-KSWW*U]*RV MA;GB>3'(F,T$B`B2Y/^OP;M,],?&%]PI1Q:'VWN>6 M8Z<-A')H,K:"@@%LA`/%J]ZS/*4W'W[`CXOUU:=!L\70@)JOE_4C?KFX__5M MD?.]#J#1'W@9/]W_RFTMQ?T_^MORW>+L9+G^N#J=;C($=`J04LD4P.D(Z;9^ MRQGK)K#PHQ5^I@8;%GU'@[%;E5BD2$)300[EB-&$1@B*HA8[L#N^9+.UOS)6 MOSK%BEG'R1@TP@,'NJ+8D,AJ'43R4J/LJQZ?I=WT4Y]/M+I.G;9%5CXPJ60L M;;A*U*"Z3K%7:;#'G,\2#%)$+V7,E3DCUZ9ICH4RU@>,K6R]+]E@!YQ,&4,= M3&#KYD*45LA-IW'*U#_Z]'6+AQMNMVZWQ[$N;&DQ2X&U#*B"3;JHK,6&8R^7 MOJY$VJZ,9VM;V7SJ[$0*4W=1U[M$FEWWT)3@$H!R3D9I"=)%!20+?LQT^(/.$6/.I M,_5^)%ST$(7*A11JF2$J5B?D&"U8M=WW?`5UIFK[C0HZNURBU=9ZEU'5U?'9 M"9/'2);[4;)?4:U'3LO^GOW6F_2)>72<5=FIY*HA]*'R3(1:Y`*Z(#12/4.E6YV1BMBC"'P\ MA@W6+CIR*I/,,B17(E6L5\WOJ'&E'SEEV#2,VSX??JOH[N/B M;$BJ7*7%>EVS@GMP(=8.>U^RT=9D1IY%IZ#^6&JI30!P6I(;6J="JF?!=Q7 MJ;]V"YF"H@0.JH`]%=^%,H1&1H;)PGU?]=OZ[&[P\TNQT![N.T6)J3AK!";D M.`H%"8NUOQ.#,:'GQA0OR23M2^G>/JD%0U-X*7@G/2'IY!@A^<@0J52K&.VE M"M!/.7R^1^G)>N-J]*=J=]K%VW)]UK)%/R\79W19/WU]$U)?78!0L/S?T_>U M+'5J'0@!(>5H(+`+JN%5XN`'.1JHW1@R<4SD^[J%Y[6[MM56*BV+B!0R M6I))@RAMR(4+L<@N[5-989^9;L<&5R57:E^-,DJK)3L5*RU[&T_"@$G)?PFN M^H:]UVXAE$#*U/>D&,$0Z4S$%@HJ8K:Z+]:6SPM^3EIH#_@I45:BV,BW4`Q@ MHY&Z9?)UXKCE2Y,\WU/UM!P$`]G##A0/:,!%GU0H,C#*%Z:$8ME-4R:-R75] MM/A\#^57,/"CV#14)N,=&1%C-J`5_QMM<:#!F$J-VVWED6K&;]+4M^GL?_)G M7%Q_G)Y`7XBA:_8A,>QRBDK.[$",1Y.V2T(LI<&[%1:.(+G4UP*()(BAI$]_]R+\QU"H8E2U@^T&H/8O/L['?T<)6)07;PT7C M9$!V?5YLRHY1\UW3V6CD0>AX-IJ823@[(J=`BH+D,,4Y[U0TVO%M4)0OQH>1 M0OBQVII=-9K-$,<(33"2E>"*A)1J?434V5FDF&H%#N0>S\UFAZM%;6.@Q?J< M=\SE%PT.IZO'3K\2SD>MBBP)9)&10FSS2:E([-_^G1Q9TBF9#E9A:V=K+5^M MG*`1^`HMTJG2)BXFC+Y_P00S<@\\4H6/R_.;:K!A8/+-G.1'%RWP5HD0A?%\ MGD@X(]"T$GL4!D=>F\>,/R;*7M*JG^"G;=5`1?'AST+S>=?D&4R+-L?4P@C3 ME1Z+86845FX35D'E62LE>@1%R>BD?"--L+%_UD9[7&'55F%%]-)$J66(AL@: MCA$;29S%OC<;C[P-]#9A"U$IR9E0I"D(!G(;6Q)=9-#5"=O/+9E7V`EJ=%V* MRY"=3-$J;V+CSHB@>VITR7]X1&GU]A.&AK0@I;4IO!_X4`EL,T)TII%\C!X! M&S,*N_6$"<:.?)`"0:K`"+UITTF=\M9TX!&/Z@[T]A.6DY;U]4&+RI_B+.$F M4)"";(?B$$>NB!F%W7K"9*#@1*KI.`H*1"(M6@$L,,KHA3VF.YBHF#)D,CM9 MJF@A^!2LEHW]N21E^SM,CJ5<=I5VC[D[C&HH0'`LDTFH(IG0SA2XOH1!^7X` M1_OP1TGT67G!Q=GJS9!S^8&CE,\;R`8V],N;:(7.5G^L;IC1OR12GHAOPA]+ M1I.+R[\OSA?OAF]D2%EJJ/-^Q7_AW52FW0*?@\H'%BLMH0LA-Y(;+[WH/(][ M:,<]:QM=KA8_+DYKJ]R>9LJ>XV-,F7U>SE3\D+BYG6$N8_]&,Y*H>?96HLK; M?_[FY.+ZZOV?'*14J^UI+CYQJ+4NNG)710/RCJ=3E^3[9_&1)]\CVNLV$7K^ MKEG@D98:?!4;9*APOG5:4[G3B)8A'H,/YXR7P9G&+>=U'-E`6Q#_GC;9KM2= MY>I4!O[.QK,UY3^DTU)G0.L9:"E`N4&P*6+H_(>?^63LIM76`[)EE\84$E#HODY1/`C1=Y=H*PPO'+!@`2&DH?S;*-#G7( M4Y/N@F"UBS6R.M)0!-^5;99BUG+D>6VLF'T/B5X48&6G9C%0]K5P05%-O&X" M.BP]V5O/I/T2;'0P8-7L$AE[881$IW>QZ^PS"H=>RU_#2C,"5I2J M<"C$V%1$@13(E18&&61DLTME]Q'M]14`*QG+86$41<9BC%!I$][7R678M8UL M2:#M:9/C`%9D+`*M8?'`]/Y)M#+"B,E4XB90.JF#8#-7H.5/O' M/S%6E/U(B;9"5I&BP-9$YEE&S#X1@ZOCQ M9#AD;]/M&%*$D>&-(`ZWT5;(ZEB,P-%L#W5>4T.. M#`?_?%&:R%&F!6EPPU`>I0@]S;J&0QV.?GF0527E`Z\4`+G$FYQ7!1ID=1RB M[5))\OQM=#!D9;PJ(<8""*6X&!*T!OEH?,J=^S\4;GP-*\T(687$2N9=H]:0 MB0W'_W>[JU3A^[_S!D][\KX"9,V!3YFH4PLM)M*H0O1MS%)`U249MKQ([6F3 MXT!6!D*H+5]#1F-6%"EM\I"(!"-^?^:E/B9F51'`\0*5G%*P8%1*U-X\RTBG M\0R8]2'M]L&L]?W'&$EEH(/CX,+")M46DAL9\V>/M>?FQ:Q&:]3.)48:I?B< MV#FW!PM,KN_:\VHWK'&R/'O[0RO&_'EYN5Q_7&YC]]M2_>6=`,=HN@1#J0Y2 M\XB&01AJ451?_=55HVP197^1M\Z!X[67P08@RT&HL3D"\C^EE%A*ZBD79075_46_+B\G4+R M>'HCP2[?6+**G4NR6GIH<1%D[;MTI^HS4[M)-HLR4X,Z^*0&K$C80I;.<7C? M7F[JE*/^%5V.KZA^1LSYPFQY3L)#Z21CN1 M#"8?#.0$,@MMLY2)VBQ.:U/47?4:^)$#]40:2=A)(P&8-("N_CEAI(AMNFA& MH`Y!2>RR9D^GD=I%(Q*FS@H3C``9'*8DV(.WTBU!LG/<#*J.HM%D_\#.YP@\ M)"N]TX$Q.X5]L[UAKMI-%.YZAB`;YK).-=V/$?^*:[3;.8I$@2&/DSJR$Z3:-Q383?9;?MQ'2;O/.\W1Q!@*2-`1FE9YC/MTV@4#JO M_>#:'$.#G2&%Q!(EF2]AI4JQP5G^O8ESRJ1VCP?K%>QIKPK),[&/P/ M&;3'3[]%GTM$#MD3D@(%J.J\`LN!NQ/0<^+*+I4^+LA>LDY136O!*%4F!)U3 M*<6D7+EPK,E:D=`[L-_,*.M$R,?NN^Y:3=:P M7E>J@2$)^^GN6WZ\X5\-?R[6;X;__'-Y69/N-^-=X#,-;S8._'VQ/GU_-\6F M_J5N/GSR:_=9&@^R^2SK:3M1BFAE6[CL>IH/%\'B>O_ MGM)^/]6>TF;R/Z[/ES.93`G/3H,-QB@YY81.A-I,QW$`AP1H[2LQF<[+T\\? M?`XS&T+EKG7:2FVJ#[,R-W[FD!*^&K.=Y)D,IAGEF*0KP;T2RAFJY?FWSX,F M07P5!E/SNC..RH,;*`I5<))=NQ*M`ANPFY[M9-H(!=$BV1A3K1=`X3>%H$Z\#N>O?U)S8;)L M.*(NL>1H"VI"U?)DD?_,^A=OKK'NK'&3\=]^>['^XX9PCC_JLL?\16LH)?&^ MLHQBM47O$%RMNQ&29&%CJ9=O+#6/L;*0%D6`2CX0,UA(J<%62Q'P=1A+SV,L M4-K9RD$64\[:`^;06@[0>/_\=];-S+J[S-+E4-WUR_O%^3\^#+R+Y6+]=EE+ M<'XXO_G@/6TYX=CNTA?B?O5)"H:#3E,"]L089E"!\^K-GR@W`_K]Z]O[H\"3^?3"P*H9/L"X1`#M)<8@<* MFPR*_ZR*H"T*2O[G&UB4:];VOY;5CLLWX89=N_*U7>7%U;(L5NL1D:_C*=N(MHR?#;)JKE)K+=`_Q5)];I<7M1A[WUTDLB"^C8Q55%]42R64 MO"FE(FV*&%L0@<[:;W=!9L@EC:^%%;6#+]C_8^]J>MO*D>U_Z?T8+++((C<- M%+^`++HG:,P;8)9.[$X;X]@-QVZ\?K_^%1U3L72O+$N^DBS9602)+$N7=!H>:S0@6$,B_82@FRE",PQ&%Q?G$*6@6IT]EYMY^D(UQ M&4:/AM"(-PS'2S,?XT"@`:8@AZ$6E1RTH>`/H1W9_(;U"!#:^I49VV/%89J$ MRA(H.+8!Y8=D)W[;451%C85JS6*2;TM6B=<'8G M),WW29C%###`FS4N+\YX+J&_D1)IFY%#Q4P*=7V1 MWP`A5CD18N,]E>CRS!&)D!R/(:%A)R&9UXG$5/G9)>27;:F(M113=&Y5VK5W M%Y%#@F...ACEW^S)>''>=QR&VIK5@M=M(A9;J"7WKC-,I=2Q4V'(&?UFS\5J M'#:F6NB\6.P:C(ZM;#0XQH="24K&ZC"&A3@JZLWZYR].[B^CO+6X6#2R"@!* M9^)>?^-;CY\Q2X'V36JFI34#+>S\J.I?__(<0[(T^SN.DRIL63M,(;8Q$MX% M1@M4$&KS5<;.BU8M2_QFD1HK6%A`RFP#*2.G2`O+\JXUV`^%Q"MYT&RM6[H= M9<'>^3?IU2]-:BT@A=M`"I,58J:2RR:TFQ70FD\]W+XOQ*.TS.F@WI':`C=+ M21=?;N MMP;IQO48;2B>2X35&UL-4)@YK)2]+[0,5J!W6%\$ZZ2!N<>(@G-,RH9:D6HL MZ/(L#:J9R]*#:NS)/E+3QX/HY,GMQZ@:,IY(J\A!S&4T\H4]OD<4*BY%U9WL M@_8?$:K3YSP-D2M+\?0G9-_QW!3/J7/MCR$5 M-'/*UGI49!!R2;XKWA:.7UK:B.8$]Y`G?&.0;LR0K)Q-;",J(8C3WEK[]+[M M5!Q6?H(AA?>3NG=8-\C[/T:_&&->A]@\(O3@A^A[T\TO*/_ M`O2WH:(II@3H@O$12K'>8)^!"=OIQASHDE=B4:SX&=K4QNUA4B)HMN>;3) MOKL[+X!UPJJ(.0H50PP&$3AXKXO+Y'K3"D[!+PTR83@Q[T&F+:*Y>=B00PF! MT8C/8X.K$?H(ZY:!K+`,4:U/['N0Z06(3E:A,4=R.2(4;[-F+S17*:`>VU?> M4UV&IH,3>$=S(S1W7NGQ&&]O56X%S,H'`1U1%RBMG43(;*MUX3V7LSN\I]/) M,3.33BHF!\::Y#-PSV]S24NI\'LJYV6H[K(*:(XC%V5U\L@>G`>=Q?_IDR>C MF(KE5^/?XXV3XSW=*4ZH@@.;HZ7"+G&@8/NLU.+-4L^GA1OW4$5\-*CNLD)L M+K$G;`O;\%BODSA&XO'6TBO$JHY+F?2[;S0]WM.PZ5PQ1ZZ*V/BJA&-%TUN6 M6&46)P#,(8KO;'K+B&ZLEZFR%KWL-&&JFK)X3*J/IH6Z..CPW>-]>*I?KZ_^ MDD-T?O;K79/NTSWB)RSV3%FEG!S[[+$VM0JVMY4U&$;[9(!&1-I)TF9!*H># MQ>;%GJ8*F1%,4#,VS[/&'R/@4QZ]C&/):]A)VN65XH';.1N^YF@4@8Z>M%<, MLP%CP;`9;0H`BI0S.^&7!XO%QF>C!F-8XQ*#KA6: MO`$\UB0"$YN4N9@W)@LE%EL)*9F2HIG=/5?EB0IH=;)CJ_+JC/\&($ZH^QZ# MR(52R#%1ZVN6J:8:>RH*LZ7EH4]SXG9KBEX+B&V,\>WIU=G%U9>%1_KM_.OI MQ96\G@2\&Y'NW>EEFU@V,C]YJIC)C[Z0J5;#T50YCEP">E\ZGP"G,?WT\T?[ M'U"_`.5=H+:!D`X)OJE./@_?M> M$^SCLEP`FZAB"!3:S#\7<38VV,1@QRYGH?,>=U+Q."^6O6#QJB).FZA>&,L3^3RU!\!V9-EF'\??OMU]_?X@;;QS$VZ^^.OB[/SJ M[#?YVEWDZ3[\6N=&>/F:B.2TA$PA><+0F^`J'^>8Y-4]Z?[IYRFXQW,%LF_Q M3Y]@F1=_-3$I#5HU-X1T7A&- M"?]$]L04J:;GRF3?"$RO?QXCX+TVP?J(,9!R4%'#;/L#%+<$@4E:IQT*`M.K MH,<(L"H&L21TVM1@*RKN8_IJK(67(!"FZ,&Y?P06V->_KR_ETRZ%O^U#':6( M29P_[:S.UF80;<3=%`>VXU"@FB3RN;9P7@TFVU50Q(&]!E\QF505ND0S!=7N MJB[!Q$V1Y3Q<3+:KLFS-[#%;"*6$5)T1P3G*3SZ028?%K]M9\6 MO_;^KX=+>]_%)-[C9_FI?-_.VV2D'+/2A4-$%E_[4?<3*L'F-"I_O>A;3RV& M/0AZV[=MJ_C"2$HC9J,Q6MGFO:A11;\ MBU@-8;\W%U??+C[?VYI9&FRKF<%_N,?]&SR;2`F540YMK36X7N&5Q&%8R._^ M]+-#=?]G`AQ>+*7]@O4H@;+UPHDYR%+1W(Y.#-DZYZO\U5OZI5@7KXFV*6)[ MA^R1K*8![:FX5LM5;3J5=IUT'FOQX0KH4I0%-LS9:;(FH+!5[ZG-/G;_,;], M(/:5J]V;4"=/<2MJ,_+0I%!:;WT7/.0F5!T(%`5Z$*H.BTG2XY+KY+EGQ71_ M,0J5S1@AMH8>(E=/&J$PXX-

NFI?PYVXB[AK$W>MVA(O&^N[><4_#+GUQZ,/YO?H763<6)8`I^$(C)BG MY_D5N\9@$[\;]R!B<&5Y$5MY$P!THI M+C9*JL[JJ`C3M*H$R^!U0Y]9CN#^CV_0;7KS?4*$(CCIA+4K22^27B2]CBF] M]C?2ZF6+_6LUW6;J^<&C3G'-A"<#-?30"V4Z,A%G%41]T>%O*GT]Z2P;YQJT MFYW6(>Y&^P5WXY!=V,._,`_83`\%4\@M"P_E;4&0H5!C7'2-16OJ`@>*&VP@ M[*^N-!@YV!E2+T6VC%+_J%AL-5<'SA]J51Y*M+(P&[G%%=!V)P3-[NIL=X)F M$0J6C-#Z&Z&M[CY.ZDE8H82'$\9#N[,Z)_[$\4!>V0;"?L2J/S4=4O7[P<(V MQY-R]]+:O0R^VAAT9ZVF,8R]2)64:_8ERQ$9ZRVY6B728;5"WLXY/(0\PTJQ MAKHO[@Z/V?YXDI;M!)\Y0FM@P0=9EPJ`IIV0>J.,7+'B(H;5`U._J+C@:8"- M_+Q-96UZBE@RU&1M&=N^2FX/ANP`0XZ\$`N97@/6:J<[FXFV]4^AZYKS MOP\F9B68+N]0O]!=9CXZ$GYL&_;AOO+V^[5 MH'W5O&NW!E=7W6[SJJ?;-O2[S>Y5M^[CU%:8XB"S>6$0FB[$'XF`VX[N\U:TI<-5[[S3 M:O?,M75H7;RRKT.W\+8'S:KT9RAW7XNRHN6>PX5KW>2*\>W1PF.]WO]Q-\2>RM10A$!1'-?=Q"?)45/R->Z`;AC(SM`M>,N& M`AP"5:CI<"GM<30PA=B5V+4`=AU,,7R!T\8C[HL'?F8"$DRW&5T(23",1K`S M3@?@Q*=D:R1Q%;9O^[*#[/(2';;D&>B]![T(-XZ2LW`.N<]=&4WWX*-_AS)0 MC0J.*8)*'RTO13^6TARDG%V8JXX][;31"LFHTBGZXJ10)7(32B&BJI'OBQ1*&1O/V2:+[XB.&<6CP8Q[FW>4"I M1LV#*#1`$'2]-4O:YB2/7(8=2844Z$".!!\%AX&G(L/(5-O$`X:BJ$#(9 MPUW_#*,;X!UAV7:P9O)"M3.'EI5Q-!:BC3,@CJZ8=VXV6@ST2DTKXBOB*^(K MXJNJT(KXBOC*.*TJ:G15A\&HJ_LF@A[K]18GR*P.FZNL!"90E!@4>T^0H1$R MQ*]'Y-=7CI`94B$+\2D9&RLC9'8V-R@9N:8C9"IQ"%2*OL,5.8_L&1M"2:>- M.=+NA.T'$FXDW`Y-MC"7:T'"C81;I85;6=BJ%/*K-"(J_]%_9=EWO(Y:8I&4 M(2E#(T9/O._%@085@6%T55A_<&>N+7/KH;-XF(`&+@)6O,T40(X@1Q+)Y MA&0ST@%3\0=,QFLW",3<&)1MZ(/T,[F#/0CRZ03.J,%R'?ZCN' M[L*\FXDG9W8`=((KGN"-0W_#8!P9P'_4FG`YNF/O(1-NO@\X0&WM[]?\^V_? MA_+=(^>S]U^MB1B%CO@TSL2<5+\0;T8AIT?\#D/P`77CF?]\??__LM_ M_6W-O52S5_DE(>('-^JK^14'`"W>`PF";/5%C']\\VKF\O+3O>FU^QV+J_:MQ>7OF7!#PS24>Q,_9F[J>/^7.(M_B;Y(;*WG! M+.$XT6]^?--\HSZ#]+?BS_O#Z=D>!1/X)ZPITM"P"PZ?2?$^_LRO,;E.MS+L MK'5E#)%4ATFN-J%M.]IR.H$^5;110&+3F#=88'3D&E:T?*8LI*Q&"DYY3/RV MN;%'Q6;9E(7A*!)Q[$@$"3H2=,=SG4C0;3'S#"1_[9.PM2GIRPWLD>V$V/KI M:S)AY.Z;Y81@=MW[WA13RL)`9=]\&M]%B72?A?]UPOV]\L':5Q>7EYW>U>"B MT^QT^_WNS6U+YX,-+@:W5^V:Y8,]J,ROA'8JSTM1&JQ93(34:8-L)GPFD91L M[/DJ76PNN"^94&;O"E_M^28E20QK5"\KK.A>N0QUU/,A0!6_#3V M'+!7@/$UGRE&O,$<6S9`!IUZ+CP%(0Q?A5-@NL!C0\%L^`0?N"R,"NHMWAFA M@Q1!X,#;?QU\D6HGOWS]5<*J+!Y*194Y0\@5M3(.4M;,PF)9O9IN3$F'/[ZY M>F728>_@%+EN59(`Z44I6]%DZ+M?[M!W_FEGORMS[4Z9:VO-J'Q"P,2*I3B% M>54Q%N76$JO5B=6,=3TA5B-6V\YJ.[>(H(Z%FQGSJW*XL[ZRL3AP;A,9CADH M[S7:37-G@F4_1<'KJ+M(&0_U:@FN5K=/\")X$;QR@E>'T+4'NBH2C,F3A'AD M$)Y,CGI&L(%X0+PD7-<-%I=,Q96G5!A-G,-T-9:YN2XC`19J:R MMGZ58K1WY[-FM]N^:':N+V]N.O>W5X-6^^Y*9[I=#P:MB\L:9KKI&"WF"P$; M\T>ADXDT#5DHTV9H4\%EZ*ON>9B(Y(6^RH:S/!G4JQE:!7/>&A5->CM;9BQL MM2??-I*4RM`=ZS*B7\^_GK.9PUV5_@7\II/C)/6`HW2L&F9%*Q)V*9TQ M;?RTN"K95Y3@0GQDB(\H>X7XJ,2I*2=4\W]K2PM+VQCX#,(4*NMYK-<][^9_ MJ%?IVLSO2LE`-9/W)XB\SGF/D$?((^0=0>>U"'EFD'?JW1>_@(&)9PY8J"]< MJ6<6V:[E"RZ-69Z5!EL.A_RG`2V*$A!J"#6$&D(-H:9`,\Y`Q[_Q96($;7NHOUIR&01C=`VCN-IM/OW/6Z-[W!1?NVVV]>M"Y; MMSJ-YNKF\O;JIH9I-&FO'GW,+R?`B'J(H*(P9M'$_<&]A+0J;6/Q1V-N^^R) M.Z$R;W7&@Y0T<;`4>3:')*Q0A@I-*:0IA<8>2(DF-%V.$DV(CTJ=:$()`JLL MMYZJ-UNLX^V6TZ%L62"AJX#GTA"KOH*0.,[](N8RP;.A>+1= MK'A"3Q_;25H0!5BJB:Z^Q?EFW$ZZ@R]R0.&$@$F%ATV]BDTK)LXVM% M0&YN5>6MB@_H_0JIRW$/,6)?3/?/+2&M<,V:NW-4%J;(6^.2=TC`(F`5HL=J MIJX&5A!RW^8..WODMON6.9[B5.APQ5TC\$EG*P@CD21\Y&2H/*1/=5.7B MK^C1LG!>J410'A0K<_[&BS2K!`N]5GA11NW^&;69XC%*I3VZ]B@/.Y:.<,1Q MAQ#NY-W,^TVELI112^ET1?0H*,M^DF=(J;4D"T@6E-K1JKRYH9*6'.:+(/1= MYBWX5X<8NZ>3&9@#W&J?(TC^)"7?$L1*INIJIM%R3XHB&-7',"0GD7!!N""' M:7?*WDUGCC<7ONH8Z=O#4'63S,6..YDDOCSLO$.)5Q8^(U>K`BJ/($H0)5?M M8`+N0U!5@IY-4J&&EG!=8_G7@U)T6'*F7LD:"KEZ`KLI#J MM`7=R<MRZ;=[='&LF:X8N%$:TXEM(DH^"( MUIGO/=D2IZZ>1=;=6S6VTU8D9@'_!HL<^]Y4D=-V0U4U.A-ZG*A,1GP&$U\( M%?*3&/\3KY]CJEXQYX&K#3-O:6Z4JHD!L/$KK;8)/>B5;`E;/YWYMA0JK!MD M!_O2'-<\YKBVVJ\X$TJ98FC-*D6N*C8_#1SI-JB8^( MC[;PT<[]]ZD_VP:6NPE]'XWX7!B.VF'1.7VQ(HXXCCB...Y8A#.@9>MV:'\O MP.;BSC'MW;*0XB1;>;4NC/G,9=E'O([.SH^GMTD&5$P&]'LD`D@$D`@X81%P M=GEA>MF4[7N:15Y?`QZ(0US9T^DV>)E[B*0LS)"W(J88$0$KZ\T:".2065`6+'F*/V$FG*PAT4S"F10JL;G-KF M+$:"$\'IU.%$VJDLW:)ZE4_]>_`"[K`H`;`HMCH$<:6/%>14\'M`%^(JG(6T MF^9-E;&0G*,Y!C),9)CQSEZZ!W?'J.CB?6^ M:/'B+4]"W8JQ`&]SE$NUV2D67%"LD/B'^(?XI\(%7S7-TBQ!W=<)F>FU,,-; MYMJPGK:93<&$$ID#)(4J)H5:)(5("I$4(BET1"G4V[FQT\G7&5"Z%X9;T;5G3'E\(4=:E]B[.ARR*#U\-T5H< MD!@>@W'4T]IVOVBRU%M44!P@I6%=UXKUR@\7(A-1:*, M1-DZ4=;*J34=B3(2923*2)05.*_K^.0J"^<8]#6_#S@L?>WOU_S[;]^'\MTC MY[/W7ZV)&(6.^#2^\:8S>`,WD)_&'US+FXH'_NWNVTRX4EP+5XSMX`&?\0`$ MN78\ZX^___=?_NMOZ^XC\19?1&#[8@KW^^QP5RY>"C1WD;!?Q/C'-_>W[6:K M^\_N[P^W;Y@]@B^X%;QKM[N#5J??'G1OKGJMP>"B/^AT+J_:MQ=7U_W+P?6; MOR]M5);H#_942/:+>&9?O"G?+#8SESNV*]Y-]!3T5KOYW2[7+(BS)H!,,8OM MCG#F-W[.WM3U_"EW%J#:PM\D-U8[R"SA.-%O?GS3?*,^`WM:\>?]5_MLCX() M_!/6%$$&.-[A,RG>Q__X89G+TY?*QC!2I+37YA;L$`91+_/CFU[GNQ=!N"@* MH@M;AUY7^`-I@95<=E8+7J*,C6W'[B5@`^-M?LE/BP;'Y:-U79.3:;#W,V] M1L&U';&A#@RP&?CXQ\1OZ4,]U(%DX3@C=VJ49=]?&^*CLXJUKUQ.G0SUQ*-)%+:(2.!@+ MB!(<"`[5AP-IAU>;4R5RXXH8A`6O,,7T-9ZOH56?GBWFBOWJ[LI0P*0`'47` M(F`1L`A86^AD+'FI]L`R7"OPOKMJ75YU>MW?5N6MV M^MV;*UT,<-V\&ERW/NJ+"UK,TE.^BM@3&E#9R..Q%,!!M[ M#LA[X(/5$;L5K0JYZIUW6NV>N M6HE"QL2`!3+@SF:1M'M-!K]R,#PKA6M[/@M=*:P0@[>N%X#] M,N5!Z,/K,]M%NE_HG>BW6^T?.N?]R]YWY!]O(S%0F#QD"CU1Z"D':'7-=1>K M.[0JXASDJNQ:5Q=[*KNKC+*[R$W950YX0$A3P"L+<^2MNDA#$1Y."0^4&F/, MY6JW,EJH=]XAEXM<+G*YJJ30"%JG"*U3+[;Y:V=O3==9""[FI>DJA[I.UUC+ MSK(P!_E;Y5%/%<2#L:E,=<$#^5N;AI[P;^_NOHGI+&`W\&>?6P'[(IZ$&PIV M-YUYS\+']#GV_P')V;7GCF2#?86[@7)J-YN]`=F#6R,?;K1+JL1M#J MD*M%KM9N]%O1;(DB4UX7Z$"5PYK1:]=D2,)U%U3A37X5^57Q=9?&-$Y=X$!N MU0;"WCL>#S!PQX$&_%$PGP="E6L$?FBIOCF&`8<81NXH1A[OF`6G]D!=QB06PKF#>'9JNT9-33>#LM&ATZY MR($KE>JK$;C:E]38F%RW'9,$"]5@M;,OC96X:P6ES(7'3V,GRJ>") M'+9-)5Z>4FL+;AL9CB]X95=474)>69DT7(W`U>U3R(.\LAVCC4)*9H6^CT7( M^C0ML`7Y9+O0[LQ<_\\=29/RS[ZT.2*+[7,<2QX;@6T#V%I7YFK]"6[DT.WG MT#68*P(<`_0J7;D'5W:`*T=>B'73K\%LZ0VXOQ9&OA>YUSRXMH_U&?WZZ[;Z5]>]0;-F_N+V^9=-.KS\O:VTRITU&<+\;*\ MYPNS/W%6HU'C:A_P;XPCJ=G8]Z:*I+8;8A:T-Q-Z M&J9D/'CUO$WU/E48#!H=Z9F:^FE+M0.^+8'8+T_^S")J%[Z*W<[V%L[)W&=! M499\FFBKV2S/)-'+P@=[5F8B:+D76)%A0:4SR)/7-37(T4PL,/\IC28'@AYA MR"7Q677XC.9^&N"ZVQ5+5C)?.#S`K[SM%M:AK%@@9:N`X=(0J[["CSC.M#1< M(EV_ZG+P;CISO+D0;"A<,;8#8T=)KS[=K4,,M5*14'.'.F79Q]=&,\GA(QEP M6C+@@F1`@4Y4Y:V'>\\'!]55$7098/]CE:*BCP#<1^9XX%E)]>>H]9?%?7\^ M]OQG[H^H<'Q[!U=S]79U/W8D;Y+J$_:@4X]&-I'7_!JJ_N*YV.@?(\DJ8FB[ M3T(&.$4M%YU6/8`92ZDIRXZ3*UD>150Y.%S2L$[RJG8G[@#S?+AK8BC*C+OMCI.%V3>D>-4'GU5(V29:UE2=V21X[3NN@]NP-U'U&3D M*.%U-%R&_"3RDY+C)YJ^27[2`3E\C]QVF>\]^GQ*%B%150Y-!C+!*H+&LA?>FFT,QEP6]4+3=LCUZA$ M&JD^R+J@<43D&KV&JO_B3J@Z;S(>)Y#G@KCZC74PI]-HJH-!*I'^.T4TFCOR M)33F[/'U"@%G_G-65MM:EUG4E=Z\RVD$P2KU:C&!H-J$31*2\NSCE0L?+2G[0C\<^1 M7-#JAVT_N!)\4$?EL6`!VU$[,)=>I@4VDH]MNMMCE+ONP8'_VL75T,%?U*N+/T)ZA572(%5Z[1,:S3JMM6E#7 M&V+DM)XR7-KF$A5/`R[DHY>GWW-]DAK/.CM/*R2+D=S68^NY&@'/7`OV$P<> MN6KKKEM?AXF-V*@,4QN@QA3?:<",W+531DO+6"/6M;PXABQNT1$]]F MPLVI+T"-+,66N83[T[84R44C%VTOX.7?#.]6PYIO960?+K$J&5YLFD!3`XC733B0"ZB0"S.77EF4;R;,ZECD! MM-[?HCC!W-K65?Z=:LK",;G'6\L#O-)IZI.$EK%:K=I#BQSFES1VO)-J1LI^+ M<`9/!]B7A15SG3BP\W`U:U+>E0\'&LJ;BVZ*OUCEZ;*0L51)=7E0K-J9OY7@ MH=S#U,6D!1NC=>G,%Y)])/NJEVU<"1XR>([P?.9^] M_VI-Q"ATQ*=Q'-=XX-\&ZGQYX(X^IN&-![S_`Q#CVO&L/_[^WW_YK[^MWN.. M^RZPIOPL_*\3[HMK+FT+[G-K.V&`M\[>`PCO(G6_B/&/;^YOV\U6]Y_=WQ]N MWS![!%]P*WAW<7U]VV^U!OWVH-/N75]<7C1O.I=7[=N+06]P?]%^\_>EW"LE^$<_LBS?EFR5IYG+'=L6[B5!2O=5N?K>`O0L`FN(&VP7!'+SO(/*, M6J43P8#3K=#A@>VYS!NS(1)0S;T8:1(R$9&8S83/)!*9V:[EA/B:C#-?`%4M MV+/D%IB%[893X?/`\_6MA.M-;5=_ANNY9&//`9VS)CM[]W5<[:EEMI%]AZU: M4"S-I:W!S]F;NIX_Y<[";K;P-\F-%7J8)1PG^LV/;YIOU&<0#5;\>7\F>[9' MP03^"6N*)!)(&X?/I'@?_^.'90F3OE3684NE5'NMZ[Z#SZ=>YL]#J9>$Z8XU";H'Z8#^F8"C*U6N;M"62"; MA6^&7.K3LQ;O0\\9Z?O\#NI1LCO0`B-V*RPQ'0H_I6FGU7AMW&SW"I'BFYD= MF_AHP9DR\.G<@%AM.ZL9;Z1/K$:LMI[5=DZUVN^T!6A2IH/3G"(=^B/^_+T= MP.VM#73^)?91J43XZ%'=\C!EZ0A''$<<1QQ7?L+MKXH7J53Y/N_8M,QV+6\J MCFDHEX4:)UEBVNE2F3DY@U1F?LHRH-TT-O&Z+/M(,H!D`,F`/1;=-S;(IBS; M^%H1D%N@KA9NPYGV&]XRQY.2\2#P[6&H4R0"C[EJZGW@>XZ#.2F41!BKYZ6*"`I%42E38?;UT6%;%@3F;983,`F8^V2;$S"/9BS7T";6)O&* M,?R/.7S#_N$%PI'LQO-GGJ\RK_-A/FK*?P)-^3M=&@Y"(;T:U/&5A;E(S*P_ M&,AIO#6)&1(S)&9(S$1G#^;:@IZ*E*$LXL.SB&_3VE;*(SZZN"\/6Y:.<,1Q MQ''$<>4GW,D'/U4/#Z85K1@Q#BOFCT*WGI#,"P,9^A,R6,K$*QT6YU&E==2ARAC*X*J;S3`>@%V(^M[A7! MD^!)\"P?/#N]JT:_:ZPMT\G#\^0CCU'7X&/%'O-/5B@^"--M='K-1K>74]5" MC0_E*4I#R-J&K*M&JW_5:%[F9)X2L@A9IXFLBUZC0E''$<<1QQ7?L*=?&R'NE.>?%>J]GF; MVE.2+TRMZ4Y9"+3.V\8B9F792!(")`1(".RQZ.9YS]BQ<5DVLK2QNUJX#M2A M\@@=*IOGS>/G1J[R986D.S6I+.]A69VA6PKDE@6$>9OGA$W"YMYT[+=;;7,< M>.H0I?`Z=:PLMWM>JQY/[?.VL>K%DTG.H2@?R1F2,WL>%ICK'D!RAN0,R1F2 M,WF?1YR,G*%DXU=TK8PJW2C=N(3ROSQ<6CK"$<<1QQ''E9]P%`^E=.-33S)J MG[>-S=4IRT92;(`R#4D(4+HQ"0$2`B0$CA'>*\M&EC9Z5PO7@=*-*=V8THTI M(D70I73CLIGGA$W")J4;5\QXKJ&-3.G&)7;/:Y6>TSYO4WH.1?DH#9#D#*4; MDYPA.4-RIM)RAM*-7^=S?:^/G,_>?[4F8A0ZXM,XSKO] M+'R5=:N:_P[<4927^X#W?P!B7#N>] MX/*F?7_;NV_?=2YZ@]MFZ^*Z&9? MO"G?+/@RESNV*]Y-='IRJ]W\;@%'+43-,D^HS[8+@C5XWVG"#TPRR<-$L+'G M@/!6!RN2<>8O$)1Y8Q;`CV3`@S#P_#D;"^!_[L3N:,"_,7`XE2N*/Q3Q+J5_ M&?O>5&V%[8;X&&\FM(LJX6'@KF)BMNVJJ\>VR^'A<'M\H)C"HN7V#.UMM-UA M/Q:$?3,F?T1N_)R]J>OY4^XL;AG^)KFQ=LHMX3C1;WY\TWRC/H,0L.+/^W/2 MLST*)O!/6%,D?T"N.'PFQ?OX'RM\D[Y4-F*2R*.KM4&R'6(NZEU^?-/K?/>B MI%L4J]&%K>ZA%Q9]';WH*X)P9(T:CY&;C7Q;`H_1,\OL'T:=?ER&LU)T@_J6 MO!KB(P-\9,Q\)SXZ:3[:>2P;%5MN&HV=.`*_GG\]W^0-&/.V31(UXF=EMJ\P MN;F@J-&LJSSH9S[LD8C$[TK)A#53)L41C@!:F2@T89`P2!BL'`8- MV+PU-'9%QK85,I/=YXH`H^.Q!8RF[U"X8FP'QW16RP/1.A M>VYLOB[A@?!0>3R<-<^-1W4K::GM7$1&,"'AH?9X.&M1P)`"AF8H>#/A8)IAT=$3=T)=Z,2Q"HJ[ECEKK::N4XM2+RAH M46Y%5T_DY=%9BB+R!+'C$ZXT$#N[N#!G9)ZX=J.XX/)U@]&_0QFHHG8\B1Z) ML?!],5+'U5Q*L5='XSI[>N?&IAV?!M0H,'+"<,G!+"P+`"A@2+@XF!R7/)$I@H%EAR'593Y+4H3D'((^0= M)8W)6'3BQ)%'$<+EZ^[^#.U@SH9<"FS4-)T)5QJ=YE!IZ!FT-LNRX13AH`C' MP>1HG1N;`D9X(#Q4'@]MI=H^EH. M/0^[YB(R.U.JDOHSAQ;!I#!/&GH7>9FT!#V"'D%O"[WZ!E-1"'D;;50#4SCW MGJ"Y:13G=.9X7M[H^=T7O6;=W>]0N=T7LP6YT1VD,E, M,DJ6C$Q\PW\+Y@N'XZA,/6@3ON#/W!]);&BI9F?.P0V23,`KC=@*>^WY%I'# M%X%.K74$6Z@;9KY'5TN_Z*VPQ'0H_)2S.ZT&6SOX[1`Z-`I;R-H98X>\LFI" M6N!;KQH]![WU,Y>,RV@6+(US* M`U+YU>(5C;7\VUV6A54H:%(!754?8.7?S9*`1<`Z06"9*TBM.[#,UMJ8+9'9 M5(CS;2;0=+L6KAC;P6<^5]-E%HMX=BFO:75N[EK-WEWW;M#OW;9[S%EM>TVGG7UPPD\\;U*9+!ZI^AY@"IRH6LJ$YH*-B,VR,<="FX-<%% MXV]=>%4VQBI_53/44#4K\!O\&W]\],4C#T125Y3^$#_Z@H\#X<,UOF`C6UJ. MA[U*AP+$_#E[@-\G+Y"\$OX4O`Q[JNJ7='-33S].\JG`V4?A=(94DRR4^M6G M@LL0KO-"/[X1\X8@.*)IG8&Z7,"+1XO"-XP68CGA*$,1'H"#,PQUI0C<.GV5 M<1C@,T2$528U6*D2)N=*F.XK"V'Z/2JCJ%NJNOJTMBZ`W;GXLNQ550#[)'\6 MGMQY](1_"IAMZK?4;!F?14?9#K7-=B!G*S^)4SO!?=)KZ MZJ!]'$'20:>L@QZ\@#O&I&P>74DW;D3T-'5NM=).H2ST-1?-?(FVKPEWYD'* M'*R!XEJA5YOI#$I+`WDKNV24;,A&N>>V_R_NA&(@I0CDP!U]M/G0=NS`%O)G M?:`_^N1^$5;H^\#3UUS:!^2JW-ZTVK>#WEWK[N+J;M!L=INW.E>EW[II-^\H M5Z6\N2I%=TY:-GO7AEQDWGLIX9-[7O MS$H+K/H"*Y(45MY91Q7'Q(#F&?"?(9BZF0[/GWW;$ID&T+;+ M!FI42?K5S]S_`ZSL]`NT/#^@Z8849=KG9&IZ"6NR)8Y$ M3WUGGJ23F@WLJ[65HJ_$4(^."/D8B,$!3:#?+"XG*CZB_B'^#.TG[F"L-1=^ MSY?JN\?9JR!%CDG)$Q&_Q([$CL2.Q([$CL2.KZ#J:_/H^E4W,S^@UR!DP(:" MJ]/$J>>*.9LJZY.-@86..GFB+&0REM=3I6+$RZ:I59=E&_$Z:I-Y/.U.(H!$ M`(D`$@$D`JHC`C0+]-NMMC$>*,M^DBP@64"R@&2!"5E`!UE['61%3?;409:< M>'[P+A#^%#YA5W%5,=!@,U]@]T&=%^VI`_%,HG3VBPH&T:H5)Z.P;?7#ML1Q MQ''$<<1QQ'%E(=S)GS[]'`8A=_8^9JIO)X=.E_H)49"%1I,1'@@/A`<*P!$N M"!>$BW(&IBOO?7SVQ5CXV%]#XG0EN=HY@[HS9GON]8TE@]2^/R/%D@K04O6! M5@[JBR!&$".($<0(8@0Q,A!+!ZV3/_K!'G9L)&:>M`_+WZE=#*/5H61[BNE1 M3(]B>H0+P@7I"<(#X8'T!)W]Y$+97\^_GK-'1*F+U0;,&\)S5(?S7)R1^CCY MK?8^,S1/V\FG^!G%SRA$31`CB)4%8J2]"%H$+=)>)8'8R9\"+;MA_%&XEBWH M0`BOZQ@;IE&6[:8X7WDT3^7@0'$^P@7A@M0$P8'@0&J"CH-,4O;&\V;54?:%$XC2!&$"/M1=`B:%4/6J2]Z#!H_VYP MGA\\\D?Q#K<:NS+DZH55#E/M#L4S*,Y'<3Z*\Q$N"!>D)@@.!`=2$W094#8G04%+JV M9<^XHT8]SGSOR78M&SZZ7B#T_,>A1T.#H@1P"FQ0P(\"?A3P(UP0+DA+$!H( M#:0E2G@L5'6GY!;^\L0#^TDPVY6!'ZHY]8?`B:;DTESF8@4X<1QQ''%\P7"=)C"&(H[M`@+TY^Q-7<^?!O5KXF^3&ZHV9)1PG^LV/;YIOU&?8#BO^ MO(:D..U0LE_$,_OB3?D*^)[M43"!?\*:AIX_$CXZJ`Z?2?$^_LV#KVN4_0#:8&TP#(N<+_8S-$LBLUZ MIG^8FND7%`?4(C:B0VOVC4G/L4?L_VFJ_RLH')BAG@7*2/AFZ*<^/6M]-O2< M47QT:8GI4/@I83NM!FLW6\:R0LB@)0;D*%,UFI*=?11/PF&?7/&66)E8N0!6_@J/L<=` M"B!D0MM/`=R`?1I*X3\IMR;YRP=W%J9\^O#L$9\2GQ;,I^Q7UTM8DRUQY,07 MN\M.2@[;5+&BM)6B;]HP@/G"0L8;,=!O%I<35;FB_B'^#.TG[E0T@RR"DXJ0 MK&"I6@?AE'I1_=0+8D=B1V)'8L=R$8[8D;+63)N9']!K$#)@0\%]>$4V]5PQ M9U-E?;)QN%]-=+['KD/V2+=G\]2!.-=)&LM?5#"(5JTX&85MJQ^V)8XCCB..(XXCCBL+X4[^ M].GG,`BYL_LT=$J8NU!LP;PG-X8'MN+JY(?5S\5MM807#M77R*GE'TC`+4 M!#&"6%D@1MJ+H$70(NU5$HB=_!G0LAO&'X5KV8*.@_"Z[@7%,RC.1W$^BO,1 M+@@7I"8(#@0'4A-T')0#96\\?^;Y/,"$M&&0:5-%/O_6<%JK3;X^A=/*HZWJ M`RT*IQ'$"&*DO0A:!*WJ08NT%QT&[=\+SO.#1_XHWN%68T^&7+VPRF&J36G? M%.>C.!_%^0@7A`M2$P0'@@.IB?\_>]?:W+:M;3^W,^<_8#RW,TG&=D2*>KE) M9V3+:M-I'G7.$H:(>V0+YKNU/JR4:/TS"X<7W;Y1_](&:S[H]7`5H&I0'@<&S`X0>''QQ^ MX`5X`2L!-H`-L!(:'@N5?5,RX/]R0V/WAA'7C^(PD5WJ=Z$3>N2B*W.Q"AR( M`^*`.)T%IXVP@+@Z(*[V+N9A$#)^8V(G8>_3WC_S] M[FT2'5U3.CWY:H^9DWCL\VA(W?!OZB5,1OM'?=_YPZ57KB=#_3\R&B4A2FP[^X8*-WA\,!V;#L/ZTOET.#HCK\"_X;N2HW1V<-<_Z MYX;1'/:,L_:9.;2:G9XY:)]:`W[%P2\/)G)Y4D2OQ8A\8K?D(IC0S?1=NMQS M?78T9E);&&;CIQ7>&((E$BFNS]5!?-(47ZB$RN68\1V9QU4.?R:1DQV1*)E, M:,A_2((D%,6"'4)]ZMWQB2'!B$QI%!\Y";]P/@$DO)\!-_DR[P_:S9^>-=FK MYC^]T-CQNE[!SRO\ND997E3O`6["[0KTGW;"SSB6+K:-Z7<2<7OLD+EN5+.U M29\BM?)R73)H%/B3IV/XJW"R M,F?)518'9!S$S"/!K<_"++$8RI=@&^=`F47+4[3_HTR//@?%IT28@Z1*9M^6'BP`6P`&VK`AFX'=%"PLM)HLYBG;"^#F'K* M%O`K9U)-OE1W@D3$"K[D4*K;^95D*S.7N1WLQ%'&8`.T* M[0KM6D;,0;M"NT*[0KMFDZ5AMO5`7:$L/Z!;.T'O&]W(#T1^8)D]7P@Z1^[,OKRFR`]$8@UT''2.0/*AUB/MZ#Z&R[TK_IK8LX)ON0#^`%>`%>Y+;8JM?QP+Y*."@5;S6RV3>*1!>LE-R? M4P_#!6*!6"`6B/54Q0EE'H7*,ZON?KH2E)LH@[NXN,R\RIPTM`H362D0E/L2 M(0]NXDP5F@^:;W_['F@^:#YH/FB^LF@^PS2@^^I96^'^(2](,Y&7O2%G'!'4 M]44Z<3QFT4I$"1G3&T:N&//)U*,VCN_;`QM^^06S;[=2CZ33NB8[IH MJBYZDT=D%(2/W/R*1K,[LBAV)S1F,J=YE,1)R(A-HS$1FIO?_8:ZGJSE(.XS MI7>BH?K]^S[:]OR8D-^"6\;A?D@HF=#_!%P`=_<7I7?A-^?/\H-8ME^SQ:))$O91A]"OPT MN6B66W0IOKWDXSGU`ON?7_[UXP_O'KF1G+F/KN].DLD%'S7UOJ1B'@;AYRD3 M;B0^J?U[7)P0%R'?T'M^.C<')YV&V;' MZ#3,UOF@:;3/6LU.SQRT.^=GS5/KX)<'$[0LR6CRFJ?8WO_(Z5+G>J[6"\L[])M%5T>I)C.\"4I?+!YU:(\ MS?.;I.BY+]Z6S`M*W.\TFL9AAD6?9LFV6N73]B=!PF68V]&&1L>(>2ZZN:E6 MYGQ6FDRABX"TR)?09M-J6KF+0Y>)5[@=K>5I*MI+9X: M];'&61JDU#"()>JILJ44W MQ_UL'4VQ>Q#$AK"*7X/`N74]+TNP1&/0,,Y[5F,X/#]M=#MFK]5KS((E3OO- M0:=5L6`)&2LAXQ?$J:D;$4JB9#*AH8SXLG:\_N M=$H]D40F4E2"$?F=^@D-[^[AF;'38B:4%BCR,M!;&V%55R\"<4`<$`?$`7'U M0%Q)G'EYGM[.CS?WN0_311;*XB?*E!)F=)6UR=%E'L5UZ$VP/T,-'5`R'=!4 M%A2MRS1"!4`%0`5D&+2RQ'!=9A$:`!H`&B##H$T3>88J_`,:N:GRE&W?MI-) MXM%85#R;3*D;RKJ`7A!%^?3"?.[4LCHYBJ]Z.955WD%H]\`KD?Y^K4Q\^G!9 M.^L/XFZ0H]*^ACL+3QJW+X-0-%?4'9S6HM0#B%1CNX(31K`!;%B$W2'F1LEN M1"/?0K&)67T[=F]$4RTG"?D[+^KF[,(N!(TC3:%8?0[$`7%`G,Z"TT980%P= M$`=7],(53:C]W\0-F8.-DM@HP6\`OP'\!CG&+X`7X`5X`5Z`%Q7D!99/<#.K MJ_^UL4@Z*H#!):.OX(`X(`Z(*X7@M!$6$%<'Q,'MO$L%L.INE\P&PG+@/H#[ M0'V`,^@`.I2>#G"F@0U@PV*Q9#7`!SB7MY4M*@8A9?I)J94A9;I$7"ZO):P/ M<5&.I/@U*2@*BH*BH"@H6A6*8OF+BD':5PS*U_>#:MG%JAS#@.\+OF!4S*^S M#L#A*%0`5$"M50`.A*$!H`'JK`$,JP,=H,!)H)'+#X6\:A'[72)$:B0%ED]P M,^^P!7'<:!I$S"%!2,;,<\B(_Q%1C^5!J@I%E*JKFU?SB-$2$;*\UJPZQ,LC MVP+9%*`8*'9OVV#:8-K`NSVL*;L@'K*0U,AJ&(2,WYBP[_:8^M?LS1MX293: MMGHP23_2E-=2E8XL<+6#%^`%>`%>@!=87&FR3='(:9"G$#\44@"P.KX#$ZX# M^.S*8MFJPSL<1^$X"A0#Q4`Q4*R\%,/J$0=/^26P;]DB-(OS8.O4NQQD6P8= MIAG>M),/\`/\`#_`#_"CH7S@%M]/,\[J[&>,7@NN`K@*X"K0N:8MF`5F@5GP MKNRY77:-20M'>%>*=R(;2F;:A\PZ4?`$MNUJK$M MCQ7D,S+2A4!Y+R3!*_`*O`*OP"NL#O5='>+DK."VG*NP:W+8.4%RY;$7<5)[ MUX*R/C[/BN]9;):B`U!#66G&W06F"W;@\=4T*@>J#*JLR--?:#)H,F@R:+*J M^G2@TJ#2H-*@T@K<9V)UEDOXP]N8\J$_]OO"7DR^`;&9YZ4`?'_0.)"?N7CM M^>?T398Q:PB$+K_:I3MA$?G$;LE%,*'^SV33.S[F0+QUG7A\8EK;H'X5;=O_ M.)L/DX\Q"^(\UV='8R8MAF$V?GHX0RMJM"&&^9*ISE)R<^/P,C'JN?&]:#B7 M8T;Z7[_TSP@'#KUF,AB&^@X9A=2WQV[$)2<_G_<_GK_]^F_2CURZ_-N(78O_ MC_@@_)CR5W6('Y#K>2N*JUF>:)0FBJX)+^,[IWHI55A2USC,#D(:NX%_(H@W M&U:&A-1=I"8E4M18^%NOVX!=WOJ0A"R:,M%ZFGEWQ^L#R*HVGP+IZN)%:!FE?[][FT1'UY1. M3[[:8^8D'OL\FA]:7')YG'J!_<\O__KQAW>/_"ZA_.5CQCY?<;TAAQ`MKI%T MXQ\NV.C]P7`@D/VG]>UR<$!V`4&$S8^LP MKJ*\2$YY',34(U.^8PC"BO;7A)QQ@CU):YS?3=V M^96/_%H>0XG?T4G`5?[_I;#CND)<*&:,OXJ,-ER[PJ;1F$SIG43GZX?P'`5) MF"I=AXR#F/$QN#X9"AW-3IY$XJX39/,78>$V\[YF7Y>G57Q>?JXOA.VM/GG% M)F=:%65`[(2&UZX_>TF:Q,'\B]E.4WXS6PD9#2Z9=*W,5;1'IQ$[F?^Q!N'' MEU8+@]Y[]"Q^BY61?)?W!QWSIXR+LO1"H^CK"G]@-0=8D@CMW,$ET%GK-88"LO<@NH`6J/0VUK?QX"OS8#\Y3Q MM9LO%O:I@^&0_$Y]OB*_(X8R?ZD^HM2.X\IUH/:^9W7G%I4XEC!1,@!Z!GH& M>J9\$1VZ(^"E^J8D+H1<&TVL^6B#A0]]R;F;3/E'EZ\>I^(?L`54OP6L7#N< M'!22+J3)>YT#7E28%X:A+.VO*GR`_^:)*BS+!Z3!Z)%#U4<-MNO'@3#8P81A M]Z61NJI.-:E7[<*`5>VT9?`.O,O"N_R+^]:#=]C]__SET9@N]GW*_$C9N@%J MJLJ[F1XV,Z`#Z`"G%S;YN\OV$XO)J^689INYTS@B3A+*D.PQ(W=<[-A1:*2; M*K2C,/*O"UV/+06(!^)ED!/:]&"OOK4(YPE[=A*&,L5ND;EW35V?O!)UV5%( M&YN4;>R]LH;',.M@2\79HFQMK`OLL9'/3[;GOK.2:C&OKD":2+;8=Q!TL56D MTJ?)M&UMZ]N7H\14'J+,H\ZQNH"(G:59"M2]U`!!0T)#0D.64$,J3(6#AMQR MB;ZY?-_659B>JJZTH2+3!QEY>LI&0M4^.TW^Q99N/\W&HWANW39J=G#MK]UEGKM*=9I291KT@YGX<#B!BPZ)J+JDY/. MR,K/^(^F''&B]I>,-Y8779Y0 MS5LJJSFGI%+>_)76'7R[O1*?VZS#ST#/0,],R>SD'S3[?19>)?JF84;*HJMIL:KA[F[;2AVC[5)H>ZXWL- MYFTJBWQ_3C2ZX"5O0P][7F,ZM=5EL(%.H%/=Z=3I@$Z%KP^KZ73_L#%L*Q^( MH2FW:O%58JO;,G-:(=2Q*3=\;CGYW*#*H,JV: MRSBSS&$_S;DZ.^UTK#WE7.658_47OV](V'AS&T]280"$*28/>&;Y'-:V&6IGLOA M+B[MYP*H%:_82VCXEBB5+I&MU M:_LU,\GAR;'K,K?%M+K8.!JCR!BA+#'1U#9`RRN@R MLS`_^5$FRP*_AN;'Z*D+GX,!JK8!NERXYF&&^'7=MK*R*[K,L+:&J%MZ[@0Q M]91I6I2<+6XW]R[,4N%.H,5\>";%=],*FT(?$XU=.IEYPQ\(O M'O6CS$$/[;.!U3H=-EOM1M^TVNVA95C=QO#,[/8'AF6U"PUZ:$^+JS.[=CPJ M;R0E>G2>BI1\8;ZL/BMENX:/W8\-9>/4,TX^T=$JG4`N21$]88M#2^:0JSN2 M^.+9T33PHT!\-9$O-Y]O,DU?;BI>CDR3,$HH?Z$X6(KE(%6$KIQX[ MF2)VWJ-XK2U4PAE$5R>\#6:1T:G;9F6^;;14%=J2Q_A`74[ M"DZEH'X-1=3/FI!VDCF_+DJF3T0$/]$'N3.-Y4U>&:_ER_`;+2:I6K,'V&L` M^V],%![2"?4J68(C=-<1>N+)J-YU#::#:/3 M5>D1!X9TDX]*>5PP1R;4!8-_E4&,+Y.*H!X0J74U(6*Z7+2B1OGP38 M`#:`#6!##=B`BJ^Y>)(J&M/Y6?20DBXD=7V;X?\OO>#RA-S?LU)8%90:X`;! M07`0'`2GXTJ^.H7HU777K?HI,H@%8B$\`\0"L4"L4%Y07JJ4E[H*1E!>4%Y07E!>!2JO`EMFE@%""IW&VW7&7!K76HI*48T@ MY76OC->D'XDRD;]3/Z'A'3$.R;.5AO5Y??/QUW\F)-UYHB_I,ZU%-W0D_13X M-RR*F7/!_S=T;?[7UYC__"_?C:.^';LW;GR7N4EIK]5J]$Y;9L,:F*WVH&FU M>V:STS,'[:[1-$Y[A38IE<&V*[-I*I[-/HF2R43,(I]0T7$SDDV"YI_6YC3C M,](#JU3WR)$XS`Y"F=-](E@_>PW^U]%+GR5O-$/$HL\I"1?8X'<2"$@X.@B] MI:$CNXWRX?I"W/Q[KC/EF$4S4D*E"(H:_H#93/;?6*Q1FIMTPBY"$9U5IUP2 MHM"PDW93?<&->QF75$^A?0N&K*RB-&_M:C0:ZGJZ=E[8TK7=V[4OI%62QI<[ M7]=$QTR-=UW;1XMH7\N]NYL`Q67RTUK7\/O%SKUHY;)G6Q5J9 M4?XN!\JQ]F_YQ3(O^EPV])J17T/1K'Y`8T:&U`W)W]1+&'GE^N1V'/#5@",, M=!B]WF'OJ3J]KO213(M=&:%;ZLE.'8$M]G$2'IF4=6IW\2_7K M`I>\?=@:L4X[8Z+D>=KK*3G5TF>*\#3+L;H4+L5B]8ZL#1A2W6RR]1?E;[A6U7.UK8VFL=O>P M:R$#6DN4U-4V52A1TSAN@%S8!FTOPV$0CI@K?)P!ER3U;>8IM&$Y>.ZU,67= MYF&GW2U*5+K@!7LJC>Q6WO3:@_FRP"B-]F1EMVY/GN!9.,%[Y@2OT6D=U<,)7LU/\)K';75Y);K/O4*COUW*R%-)"SMD'VS(8_@SH6', M0N]NZ/I\+^E2[X,_$F',(D@\<_Y"V^R>&\U.<]"T6H-N>]BP3*MS;G4;9]W. M:6_0*#1_H9UW^L+EF)%1(/JPBQC^66QWQ.*(?QG&8QG./W:C.`@%W$GBT\21 M^_;_SF5.1G.A$X?&5%PW2P+@CPRVLT4_+6AR9'%+D5I>['C_^O?,D+K8DFU)'E)# MZBD*Q))XF3ESGG.;<\XP\2YWL3+R4F[9XZQ6(EK<-+8B=LVY+Y+NIU8HX@1^ M6EQA33B[MB(W$@4&XIO9@&AAI:4M7K4T)E&-(8^\HQM\IT;O9T$2LF#J^C2$ M&@OYR..V^-7SF.7\)XGB]&J?[+8H$G4=<3#+_6Z("(PJY_)9F M16.W?")X$B?AC%9'K#\AB2,F$`KJ,EIQ3W2_JC'^W>;3F"@<^C0F^7X6C=/+ MYHMPM(+]S;D(90S%E#$TS%?6,1C=@LL#BGY?T??M7!=2DOO:)1DGYG>8_%GU M^56=/XN9WU-:;+Q..0UI^R$YO!@&#`G:P_<"`X<&_6'Y@/S+<_ZV]C M[MLN+Y3(I%-Z6DZY-^L)/5A.6%A*4PA&S/7M8,)E/L4VV:*;LW6!)"^#/-"& M6-45I.`X/`<>`XG0@'C@/'@>-*03AMB`6..P2.VSZ>]X!* M1IGC=O*^\SM?%'+[#O.X%=&?XR#FWEY;LNM"&F6EI/G-67W%:*NEK..K+NLH M[D-WE?UI;W.=%E'R`#(`,B`;61`3]E)\+JL(V0`9`!DP#8R0%W? M.%W6$3(`,@`R8"M?`/WZ(0,@`PY:!IB("4(&0`8NQ%G(\ZW22^8S^!P#APRZCAU-7<" M0#L?(K1ZROI\`%E`%I"UK+24E?`#6H`6H+6XK]L#LH`L(`OF()`%9)4#61UE M:0-`%I`%9"WIK#:0!60!63GH+&5E+Y5'%NIF8_J-A?R6^TD^^UGE@X\J].BR MQGFK'VB9"J/!5!9:`!P`A_+#0=GN$.``.)0?#LBH!QP`AWGR`!I.``Z`PUP[ M(,\:<``<8"P!#H##*ASJ@,/#>:(*9[-M"C8*@PF;R,HJSM9A4QTH=R::+CR7MW+#KCV@N0TT&^JJZ0!-0!/05`?-)K0FH`EH MZ@A-0UV:*:`):`*:"GU-=7FJ@":@"6BJ@V8=6A/0!#2UA*:Z_A2`)J`):"JC M8Z.K[)R!@X?FP1=F706QY>5:F/60QQK$8TZ07'M\SF2E`Z!1JW?4]9AYB3RZ M<$K>6A#*[K`Q9=35=9PJ["!X*HE"_]Q1EAV[([?0$ MK8A['@VRQFZXST/+J\EO+6?B^FX4AU;LWG+&OT^Y'XF*/C.?BK[*;#J3[E-8 M?5#U;65D?!2A#*L$KH8ZPQ+@`K@`K@>:"V=M`5P`5TYA1IR^"G`!7#F9A3B] M!.`"N'()/,(H!+0`K3R@U<4YD8`6H)4'M!0F]%8=6@=?V_6%Q^S,MX,)SP-4 MI<..T46?\"WG"25383PT<,80X``XS.Y3EX@$.``.I8=#2UGD&7``'$H/AP9. MD0`<`(>Y=H"Q!#@`#O/0DH'0$O``/,SN4[9)414TH&3GN4T*5VY2,"N.0_!*-L)?/:V\8Z];19P!M>:(K+J["4JW`_9 MG6JZL&'>Z@[[^`#G5O$&8!/8!#:UQ&:!#<"`36`3V-S+MA6P"6P"F[!I@4U@ ML_K85+>A!VP"F\"FIKN+`"?`"7!JN=4):+ZR8*M*6Z%33G0,)I/`9]'8"GF- M75N1:ZOBM5WHEO&GN$+CWIK_5$VBHBF2@_EPI+!%3RF8(&\;`:9`SOE*!R)` MM!$1]2,3"8P0`A`"ART$FLI.-=5E(2$$(`0@!+82`NI:#NJRD!`"$`(0`MNY M`RAWA1"`$#AL(=!`D2^$`(3`80N!#BP!"`$(@<,6`G58`H_FF5=!=[63&!S7 M2V+N[%.2:)]%HTS$O,AP99`]AL)0A/9+G[=EHI$(JK[)HCVW0=#DE0*A_=)# MT$#00-"4/\U"^Z6'H(&@@:`I?RJ']DL/00-!`T&S+T%CP**!H(&@@:`I3TJ* M]DL/00-!`T%3_K07[9<>@@:"!H*F_*DUVB_]:P7-4L[-C_*0@'77YPC=]&`" MFWM>QE(_OZF_D9^)H/;L<_;N1US7)*Y;'LZ5.^$1^\+OV$4PL?R/["F"K/RAV=V$DQ\RT.87;YW@M`V7>:[/WX^YE.&&6?_A\:H\E'R"=J]BO+?& M-F=%/)W"]:HIYHFL"SX-><3].&(AO^5^0KP5CZV8W7'ZPN;N+6>C,)BP%3)L M^;9,L&3]/N24'&YGYW)\$)!.!Q2/W=!Y_]JWR4=-K3"^9],PF'+Q1W#G\S!B M=^.`9N9.KI,PXBR)"#\BV2R*%Q-W?3L)6>#3%]P-V34?6]ZHQN[<>,S\@!&+ M<8=-K/#&]8_8U9CHEST@Y)X5QX>L7[$+'IBE'AQ3?P4\<42C2U:%QH*"6ENQV*H M`8V8GCMRZ6++B\=!8M'6;XC7TQK02^;!K[` M3S:?-??Q[U/N1SPZ8I>Y+^H@)G=,,7KK_(J/)T7STQNM5#&1_666_ M67'9/W1#(3P$LB)B1R)=C=UP$I*65Y/?6L[$]=TH%D@A>3.#/HD%*3%&)!5( M(OXW(2'`0X$J)6+;K!NKQR3L\B`AOKS$$3*.9*5/DTW"4,B";"+*1OQ/TV1T MD4?B1,GSB/IL&H12[M$8[\:N/S28J?;T)+:/B)YNLZB>61R(.<.U0YUZBXG-OEH+C2 MB3AW,K7<4%A9S!Z3:+-J"L6;W.AIF9\;:7#>RAI,^=!J$/^W\2="@K7 M5*F-W,;M^K'EW[C$Y5&JRG4?\$T0.'?T[*/5D4(1'8HBVNI@3B@B-8JH40I% MM&GXZ)]&4V]=91AJ9:@KHDZV:*[K"%ZQHD@PV7P-9C$I1S"98*0[>I+P?$9B M8C8],;2$#VB3;HO22,LL]"-^_4_BV_)+&?L2]T^3D)8U=9[$YY!/R)407M62 MQV*Q_P2D@M@MC2`)>19Z&[M3);IH8UYHY$IJ80Z09<"M4$P_8F^]@(@?O4OC MI42XP(\"SW4D]<=!-'5CDBMT1T85!3[7[/J??DRB]S>6-?UP:8^YDWC\?/1[ M*BJ\^WDT[^$0$Y\RA(;LC MESM]P5]17[!+2)]\YY-K7;LT+9=']%LRX<[#9TL>HP\7?/3SF].A$#B_-_^\ M&OX[>]^_CY.(9'"4/C-EP?YW-_KW^-]2)E[P&^[;]^>A1ZP3?.:3:QZ^8:Y# M#R/&?=\^:33[@V&]VVL9Q]U6OWEZ:C0Z/7/8[@Y;]5[]S2^/!/YSVOTI6?^< MOEC>,Y1G:DM^),^:*/:A49_9$XHTR)54!9X7W`G$I=J#B"ZBS?^3D7OZF9#/ M;BTOF4/4S59/7BT%1)0"GE90`M);K*'X72QB+1-Z(BR]"&:!85-_M*CB\_(X?`$J[R$CU)=MH:T,TBWX,]V!2`=I)7$P^R+- M<)#?I"9HNWG4;#4,L_7#K`T[B5#/FD;\P^R/%;MGO64[-Z:::X_.V,`PE2/Z M^4VG_L.6-G%VH['C?6:WD!>BN\,3DFM@16,I*6SQA]"=)*.$@?)JDQ\Y+QM0 MIQ(Y+RBSWL%B/,@#<;Z&G#P@)]W=#L@&(5HF82AM$FD`;<%)\UF\=';5J]M3 M%8VG5==\MW9'W0EOT%?5UE=GB_V:7$#UX(1`8_J= MR:JE MLFNE01:Q6-J>@7+*SUV#:BJ):JJ(N;EG6`.]NZ$7('V55FZTRX[>)2-GP[]2 MO/L\?IQ]D0_3KCE?7>GF:"D@H&[G]"7:OF9K-0]2YN"W&SF)UVVH60JN4RAX MGVY4L.[O=1F`2O+WBLT--'?)#?S,O[MV,'#C^]7T0+-]>GI2[W5.3]K'IZ?F M::\Q3-,#^_7!<##84WK@$O=5(UU05AFF.>S9HK!T59A8%KIJ]O#E%$"1%EA; MRB[<,*D0F8/('$3FX.'D'B!S<+_V;Q4R!PVD#N;C^U,V M(#3VNOL^D;:NS6OG:T@:W$)1]=`^%II*BZ3!\F%'F9&GRPI#0^5$V%^S=B-0 M1L_66^%PEGR05N6TAOUET58KH\%L=I2A#SD-Y<\TU#>'S5*QMT\#SBOM]_DI5BMCO+EI MQOBOH>4[,D7YTO+[?ASX[FH[V4%G>-QJGM9/AYW.:;?3[!O#+%^\VQ\.LL?2>'[M<0KD12>.S5T6?=B@Q#5R[2[X%$< MNK8XR$'(&X3J!'J4):KJLLK%H^1`E#6ZQ^X0Z#'5U=Q#/55;/>69S5HZX"C+ MFM-E=:&6RED_41U=I,[4@RJJ?AI?FH&$PMD%?)0%&G19XKV@!,W(%>DE]'N5 M#E9;6:X1.KY60"7J6QJP37T%RBB0&K[O?N+5\7NP0U0Q(9\G"8=\Q$.1`Q-; MW^<8NX<'=*/PX$Y=UEIG!ZCL./HTKUUR^'5RB0#Y[!T= M3"F3T=W_81>Z<)L&BJ\B$0N<9Z$2HKW"3CA$$`)E5"BCTA\"**-21\LV#K0H M7.X>Y($6&Y2=[\B]LVJ%F:AMQS)ZYOA?>,1[$[L43FKOI*)GWKEYY: MGO4U31LP`DJ84,*$$B:4,.V=:BAARB795?MU+S8`4+T<<;)O.0D8-`M'4SVD MB6^9)GY+6CD(D2Z!>EHHHY(5!)8.1&8=!4S03)L1%J=8;*26X"1!+VUJZN%$ M)3A)4$6O3'ZM2.U219PI9.@A0V_?-8752LXS"SP+X,"21$J9#:]O.1R.9MI7 M36&US+M9Z>`T"&6Z2C!:.F)&E&G`78*[5#W!CFIBQ_R5])"_C*$`TKKDZO M,N5X1EN9Z_QR/5X9>$BAB-.][,Z/3[Y/N1_QS4KIEHKA>NW3UK#3,/HGK>Z) MV:GW6B>#]+"NX[XY:'8K=EA7/RMSNQ?1-QDZX"GAV"@,)I)>KI^(HCB17&>) M.%W$1D'(+,^;?44_RM*TB+FBHBTKI(MV+SC;@&SE*!U+Z\*,>EU=19AAOK(D MK-4HN"3,*/R%F&`I)UB2"-/C/:42;<9M&%U2XZZNU`%W=Z..N$U^NDNE^77@ M.;.T9D.9B0<^.F@^:H"/P$<*^&CCII1(^GR"Y3Z[OCM))M(9L3S4K:-N?5-J M--3M->F^\*\-Y90H74([]08Q<^!B1EGC:>T7'F(&8@9B9D_U`#BJ-3]?JEHN MTT#NTMR(W9OMO:;#S4UK%M8-6Q=&R5N?0VT?,IP*2R8#G`"GRL.I4=AQ*E6! M$T+JS^5EYL-->1^BH`L)RW%.@C;.:[?`U$O=60=!-$V#:)!DD&0OE\CD%"2` M)(,D@R2#)"NP%%?=ON7!2S+%I3!/E*L\6=YRR_V$1Z=A,#GY'O/0M[Q!$M%: M\#`253.!?_/)O9W5TQS?_\J#F]":CL5*]D-N15M7Q1PW3WO#D]/C3MW2PQ!\WM1KSW%2_J;:GE4`>$.B#= MRETP0=0!E=!%..2\>]0!@8]0!P0^TH6/4`?T"I9;3]69V_M\7X%J]*G=.W:U M(59UA1XX#AP'CML7X13HW4=T*WUSQ6^^*XZTOXRM>*O&BLKM8%T(HFR#J4S; M1(U:LZ,L]5"7E13W(5-W?_H;4J!T4L#LU"$%(`4@!0Y:"AA-2(&B(G:E=R#Z MGL=.@Y#3PW?Q7]&7?79?KU%8:6KE4[406E(06@(TY]!4M]4,:`*:@*8Z.G;K MT)H:&;D/&:A5Y@WI-"E8^RI:72BEU6$EVCC3S5K3R.DTM#64T847$'/;\\XY M!,WA"1JCP/I[77@!@@:"!H*FX.V!7K.X\GA=>*%8UTH;Z3,KS.LJKK7,-^=M M/ZEM6M$*?`6^`E^!KTI!JY(HQZ?MBU<4$Q61`IY#E\SMV:_08JPAM_GDFH<+ MPC:,&D/)J-ZE?H?`@*@UK:R"U4D_H,)TTPI3T3CIO>R]TT) M<]F.[[,?MSE"K]]K-@:-0;O>;AP?]WNM9OO$R([0:[>'IEG!(_32X]2N.?$A MB\;$KRQ*)A,KI"L%8'P9=[!$ZL#(]2W?=BV/N0LRB]/IHI301^S,M[W$X>)( MJ7CL^G1[.!7'Y'%Y#%\0TTB8%7*6$#?0BLBG+J[AZ?&*4>WAZ7VSKQF]+$A" M=FO9Z9N#.Y^8:>Q.V30,I@+'=-';:>B*T7OWC,;(Z)6,?G(#)Z*K7/%-(+^, M+)HU#3&6IP@F83QF_TVLD#B5!2.9>?ZN)E\O+@AYE'AQ)'X1(UA!U):TMS<\ M3]`.U)PF>!W21`2I0^ZX,;.MT#EZQ8-Q>B!.#\3A>IH/5.\)'G(%F?RTDM;^ MEG01W>21!HC>Y6'2'F!1#^K'4#]6'*NA4@RL5NZ#"_7+>RBTLNR<_$E'^GR? MN!71G[\%,?>VR95'L4\N.P#Z\*-VA`/'@>/`5)9GJ MLI*OE0)YAO%*[U;TG?\DD<@D.3D^NQKV=W%E7RQBJDR14LM4IF(/O@0)42)` M:[D\0F%Q!*`%:`%:"VBI M(>H(6JC0B MFETD^@$10,02(M098%5!!$)USQ#W3#1TRUI`!>``>YO&W MGK*3':N"!T3?=&KE4!UOQD`$#G$"C715A9"%Q%,@"\C*I2H>R$($3KNV$Z7# M$5HH(^B`H`/0`#0`#2LV%M!07`"NQ!:6_+C:P>'R:W]0NWA$5BVWLKT5$Z2Q:=;GFNBP^'#PX>+O#`2E'@`/@H+Y>HBIP0,:1 ME@T7JK.-VVGF[EOJPBYYJR8XUT`6D`5D`5EY'S*(SN8(SVG:%J)T8,(>,R(0 MB$#,[D,\#F@`&H`&A..T;+)0(1\&T0%$!S323=5!EKK&PD`6D`5D+>DLM+-# MW$WCAA"E`Q2JG1!M0+0!:``:@`:@`;&WW8E;5'N%ZC@S:"",*(%&^JDZP$KI MU#4-,W\.`\0`L0.$&'17@7&X$IN&\N-*7XB3_N>3'R__8/W(M9;:0^P"N9=* MI7.@9!E$DF;3-Q?9XG2(0NG",*!1]K&(D>V!3@`#H##K+H<9P@B M/*=IJX;J>#>&,J53>>\&<0/$#;9!%DJ>@"P@*P]DH0`>$3FMFDN4#D)-997N MNJPR8@WZJ!K``7``',H+!Q/-]!%ZT[A;0W5<&<0($"/02%-5!U@(:P-8`);. M3;\K#RS$WHIK+E$Z&.50ZJ[+FB/TH(_>`2Z`"^`"N*@R+O*,S978_I(?5SHX M#()P&H16S&6@+A#%"KO@"P?=*RS+UX@7M2,<.`XM,*!P1N0:RW1B/_-J^KO+(M M6?;(3ML4A6KC`U96>54)>074)@%Y0!Z0MX*\>OZ])0\#>0CEX0#"#1I.PG]# M.`/A#*`!:``:@`;$]G8F+@X@W)9B3;0D1AA!(P55'629RAI!`%E`%I"UE`^$ MBMP"`W`EM@GEQ]63!SUWXOHR_+9S5U<<^04_'4?&@7_`/_K0!Y&1/2645\>R M?*LPU?S`MW[AT\&G`_*`/"!/=^3UN@`>LIW*DUU?.H2AX09\?N1V`!?`!7`! M7"#[J3*9YM5Q@G*`7.7WEA%G0)P!$`/$`#%`K+P00]`.K=7AB2%"@0@%<`%< M`!?`A49VED;^3:$IZE?G5_U/NR`*C8;1VEJO3&1P'#@.'%>NI/B*A3=VR'W/ MURS=(RW^J9H(ZN><0Y.#6E-=S:@N*PE'=;^Z&E*@=%+`Z"IKJ:K+2D(*0`I` M"FPQZ4:MU\3Y&04&YTKO/N#`@"V(U3'SKR;2A3'RUKV(!@%:2_>UN^@H!F@! M6GE`J]X&M/*T%2MF$J*G_XMN5@NA%H1:D!DTQT,3&Q#``_"PT`\XM1-!./U* M%*KCTYCJ$%9YGP;A`H0+MH%6PP2T`"U`*P>[L)[_>=-5@=:2P?AC;%U[?.WU M2W_+BYC-/2];]I_?U-_(ST0!>_9YS2RNW`F/V!=^QRZ"B>5_9$]-9YWA>NZ_/WX[1&PS#K/SQ>S(<@:XIYOH8MMCN2 MX,D9;L7F*U/,D^_/_)B'$;^9<+HWS))SF15RYOJVESC,VZX?(Z M$64=A99OC]V(LQ&G.^:WQ@&Y!I&\A&>'.Z3/6#[JX>C5L'J.7@]X0+!`WH+C MZ9ED?__T8Q*]O[&LZ8=+>\R=Q./GH\N4Z!=\*L+5_LV9/PK"B:3/\7WVXQ4- M_-@+[+]^^,::6.K8@[@V!"SE@D;[^,Z8[^=!$6OQ"TB?IW5NCT M[=B]=>/[*T',^>.)(WU!I`L^^OG-Z="L&\W?FW]>#=\PUZ$O+#M^WZN?-!LG MQ^UA]V1P,C#;IG'2:'1ZYK#=Z1O#8>_-+X^6Y3F9]10A-UE5H2T-<[:JKD_6 M0?RA(;Y0N:Q]%B63B17>LV#$^&3J!?> MZ["9.%?KO=I"8(=+T^SN1IWNDW7<0G=_\]UXKZ5G566F%^M`-V2F?,M!"^6W M/^079(3TB23D.;&3[SRTR6%:4/IKZ-J/* MS4-<>^#0`5T6DG^36!Z[XN%D!R]]LXB/3I'F/(,#YTD18"6?*BMG,AV.9 MZ]98=4UTB-QK5!_4ZG1KIH%<:RWYY)!4Q2[TT9[;E!4=OLA699`VS=91$VD: MD#3[-DKU(5RN<&L==3P*Q8RMVOH24"VOO49MHP3L/LU!KUCBI:Z++$ M>0MDR-T*IW`W>T<-=%(`(O;N\VAL$IE%L979(A4-774[ MM8Z!_$DMN:1B0OP04Y-[1QVT"0"X$*LI!FY'C8TCHP? MS2-CX]T(I$KMEBK51*K4"ZE2S7:KUE+75!U.L3ZX*Y?T1ZI4]5.EVD<-91OP MVJ\])(VFDD8CPN6<*M7,<>>R6G9DMC\I2U_3"NW\3,E26XQFK=GKU!IM9=LH MNG``O/_RV7^Z\,Y!'L-#UEQ/V4DANJPDI$#YI(#&)EAS"X=GZUY@S[8)4M3B MY\4.0E^M>]%R2#Y"/OY\*GLU_CU[] M/OFPSR2#B(I%C3V0,%`S]-L9OM@D<+C'[MQX+)=]%'@D[043W,T*M:VL4-M: M0!'=C?3O;F28>VMO5/FN09C@7B>(-DR:=,XI2QNFM;W^2N-C@(\TXB-EQ?K@ MHX/FH_U7A55DTX4SV=%LG[#4?C,9B02YU2UKO_;B/B025"18K3VW0=(\D#2- MHR:2(R%I(&D@:7*6-,:1"9LF/Y^J:J[3E-MB;^>3.Q*'[K`_B9"Y'*=9NMJU M-N%(6>M77=8[;\T,!5QI1#0:0`00`40LZ8B6LBY+54$$XM1/$/;"C?YZ/PHY M9_+<0Q[%[,**MPE8'V"O)>.HEW];[%6>*5'6^`\(JVBDPZJ$/$-97CZ0!^0! M>9LCKYE_".\PD(<`7Q;@^U?@6;'KN?$]/#>ZK]D\:BCK3'484$*DXY#Q4C]J M*^NY`;P`+]7'B[IN6(>!%\0-GZ!@W_?%F:A#]]8EU#KL3Y=[V[3T/4`/*I5& M7=,PMQ%'<*00PD`(`P`$``%``!``?-(^5=E89??.)T\T5?GFA]P.;GR:IG-E M?3_F/A^Y<701>-YI$(K7;-U`I=$\,9M&H],_'IJ-9K?3-=K=M('*<>?XM'^\ MIP8J2QSQH*&*Z-2@U`!G@J*^[7IINQO1)D7TR+CF-Z[ONZ)G-)GE/&L?/2&$ MQ.*29&DA6&Q]I^O3I5C7&M"5WZ9=-]:TU2AI(XM>ZZA3;QAF2UT[B^XKNUFT M>]7LA8!F#PBR/6_\%%!<_0+IGE?MY6K_L&(-@=?`:SNVB$#H\PDF_/:4";7D MWBRLL&O+$P>>J0Z[*ZF6RQA>&F#:'EVD12E='I3*H2MZ_EFII6`9<1]J?:M> MZUL*5H3TVOS0L!:DEPKII.MP.N17QZ!US_>S/)9O-3L*0 M+'`VI><$J64W#2)7!CEW<3%L2:R@%4ZK*H+&J#!9ELFC5JLF#X\#4).#V;IYIA]ST9>8L=I$4`NH-PP M!Z\\V%3FQFU*FFI#%&X>P`:PE4Q4;R(\K57V__=F_NF*_G5^=?+ID@_.+ MK^<7_:NS\R^L_V7(+K\=7YX-S_H79R>7SS+*IJT.VM/O14_PQ*WC3K[K!0YJ+-P]H*9"7OJ^4TC[5UK(I&+-IFY#;JU?B$DB>O#EA3 M5G][YC.ZRQ-[J6)KU1$--\+H^8#$<^/?0#P_,",U[TUBU.OJNI*8]5>V)6D4 MW26D\#8H1=]7+_B%55_`5L'OZU1\_0IBT#VVSPX[[9D0W! MA97EPI2LK['+]6#2!;U/-B7X3CY1'AEMSH,1NRK;&6@EX"&#*XH-_9I=+(JBPW&5GC#G06% MXX!=\%ON)SRJ+=FO020:G?L.$T=0^J(7!S@5G+IO3CV/Z4ELEO,`E@1+%F(< M.8F];4VK9@SW=++5*\A5&79[P:72BAO7&)9++A0I[*UMR]W0O:>\HI M!W']RHFDI2QGZ<'9,2*I:/7(&!7@*3#?N@Q*3AMB5=!X\!QX#AP'#@. M'%<.CGNE]Z,77?7I2Y++5I#ZCLNAY7!Q0"9W;T6^]G)9MB5.LQ3.)AL%H:P! MBT>)QRP-PF^ZD$]9C6*9*@T-0]6L=5E&<1^.-]B?F0`14#(1H*R)J"ZK"`D` M"0`)L#4+2#L1L@"R`++@@&6!NF[&JVQ>HK5'9T8("`B(M1$#U;V)-@I6EMB$ M*%].ABZ4/W5]RQ?=)38*:GI!M%UNZP'V3#?J^1]6H`OWY&WZ8S\,T%JZKP-@ M`5@`5@X>::\PQCIL5U4CW!6:S-NOL6UJ_`\1@LIVB0'!LD`0JF__N#/JZEK: M/T441&&03+;FOB$?\3#,SOFPHH@_..7C=M;`FLUC,'D@N72`-9%.M>4\H=@J M#`2PPPD5#]QMTRBVNJ`QE"5P(Q2`A`QE?3`: MZ(.Q[]PZ1)/!<>`X70@'C@/'@>-*03AMB`6.>Y4YC3X8A[AU64P?C`H'%+") MJ7V<32\)56DXK)X2##0`#8>*!FQ=`A?`Q9JM2V5J`EN7`$O%P:+.P\"6Y;YC M+)H'`U!#KAJ\O?SK\71AGKPM0H22@:Q\6JL`64`6D+7PSO)'%MPVS7!7;`TY M\%=,8C?P5Q;\0>_M'W=%]/M""`99&&ON0P'Y+E0S355XU84/\O;TH-@J#`?L M-@,7P`5P`5P`%\4VJD,X`6"I.%C4-:M""`!9&,H*QTT4CA<@UK0A5FGU`3@. M'`>.TYEPVA`+'`>.`\>5@>-0.'[`6Y8H'']MM@&"T8BO(;Z6W:>L+R/0`#24 M'@W8L@0N@(LU6Y8H'!?W85%X[G?YB=+LR3MT6(4#*0 MM:P6T9(!R`*RRA&U`,0`,4!L.6<[?[L0H1$`#\![[(_E;S4BRO)4HD5*F(P5 M5BESV(D86M2.O[1$I<-[5UTOB!=(HPL?Y6[)YL`B!ZM7JP8WU5L50!O0!K05 M&:@![H`[X.ZESG[*.A9M2IL##^)HA\;RG_E>.52J:R/V8J#BX"(\/\8B%63= M]84-;(EHGNOS]^,4)899_^$!:[:)#W-%XVK;VU?:;E=C-V+61-34L)!/0QYQ M/XZ8G80A]^U[%H>6'WEI](?^'P4A#Z)]/RM5&[J13V:$[%4\Z'_TAJ@+RX[?-YN= M?KW3;_1..[U!>S!L'G?[C4[/'+9[7:-[TGWSRR-66EZN*W="A/_"[]A%,+&> MMOLWY41#*&JI=ER?)$?\H6&JXTUYWQ6M]UU&.6:EI!,1[60BR1JQ)$H913#& MA+!(RS*ADC4$OM.HWSY>+H=@$+VKR5Q0\5OBCQ+9 MW>;;T>41FWH6K5LH5IZN$((B>K[)S7,,O`'3/[!7ZX]X7'Q>?J@?A!/+>X@+ M<(?W@>=DU/[^IOY&?R9BS9Y^WA^N=Z\1C^I/FE%F1M)">-8WXA]D? M'Q_;A(M!+>^SS>W*]EJK>X.=.CD6NK_WPXL6ZT/C.;O1:.YZ8]'W%3/0G?+. M$4A2[[*J\5!M$AP\7)IF=S?J=)^TV=9J%)0`@8^VYZ.-M[D5],>HW/$VJ=&7 M&?>,3*AM] M_)/O4^Y'_$H,?IMPU*#1..D-CENF,3",;K MQ>Z$R"_BF7/R,9[2+VUNQ4>2].\]07OFSHD?S<,;]]P*(Q$%:M%'PLW-6'SH ML3A@UQRAC3Q"&\U7AC:ZK:(C#0U$&C:1\RI=H,>Q3Q&##`4BTC?\*6%[XHMY ML+61W5U[GO:BA:[I7XIGS0Y3\UXO^U]_.!NSLR^GYQ>?^U=GYEVRPOHN6Q;KC#'.*2D,?$?*;Q+-">L3UO7R?/7;Y:*D$P.&V&XF[ M)M9?/!1;/:(S!XV'KI"/%+GOXO7B]_G5X@TW5B@CSK,T^5G*^XA^BX(DM'ET MQ`0Q7GBEFQ8M#.15)]^YG<2$.W8^&KDV#X\82PD:)5[\>*N*RV3<%;[89=5R MSHBNJ1FELESGFI(4[=F85NO2=GD0+?+(XW:$'EL.X]_=*)[5,%BQD`9NX!RMSGA9!F^U[[HBE)_35NPI`;W.HDZW:9O= M32S=AQ947ON3-,=MS*R7%.]#,[:YO/6]D^65E429[8V-K6?=%Y53?96-(2__ MX,8T-/L)J^/\SAW9+KR+A$]78M9RYL"2$M)\7T!$%1)ZQJ+2BIW&+A'MVSPLE=1NX"!!< M$%PE$US]"=U-2IY]EMZ"1*I`\6E(%CM)&R)S\4)L&KH3*Z1'IN+,$O[.M>O/ M'8-4G$T>CICF2.ZSM.%2*2%<)S+LW$!\<4WS<2)AR8RRF?$E,3@3?$>71S7V M21@R+"-,C0WH-8XE7R']"QK8]36W_".V/)'Y_#H?I=O$_82>G\E-*>>RDFIW M;`/9#>]YDL2V7MTEQD!;%/?I^%=I:]93-QW9D\,EVJ>@Y3.@NE)[-.?X>(6N=1K7BX>E5Z: M/O")ZVK",IVF!KIW+P>4JJEH;IMG+\JH0'-?XJ"1(*$T45/_VA,>!'?2MRW- M_,$ZIWI6+D]46_*\N>?.V@RD5=Z9KB+VA9*!DCD\)7/YM3\X>`US&20D2(0_ MW8]<4BRD=.\(M>+?P9C>76-],G9#HB/]*2]F_R\(>:IZ_L^:ED7EO*1Q1&PD MO$T]AIJXZR\N(P?BZ6=7Z8U0*%`H4"A0*$\HE)/^YY,?+_^0@G1)K^Q=CZRH MC6<4Q2($,WL$0?LD$?*'-,$H=3Z$H/CL.@X!]$1H#BDC?>>1^I!54Z&4;5Z0 M;:5\)4'E6C[[-?%&Z7/ZH74MOKGD5AJV_\*GEK=OG0(=4@4=HM>VZ0L[A3P] M(X`_W)RI`$ MRZH@L`ZFB':E4 MI9!/QR:C+A2:2UIS-G7LZV4-4T)EQ3CVR6+*-OU3O=\ MI:T4R,R0>9O#+.PZHL>2$?#?Q`IIG05&1;[$N]H\YCK;<\ZLJ:($HJU('DJ# M3Y":3",W9K85.JLUN6'J*F>K>::L-\95%UJY@:Y\*+JO=X'R:HY(4H MBW\<42#SA]%-GG`HM^G&OW&=^QXZ\S]/473M*UD7)[":FL9^8#6PVNM8;>/S M,W;2LQIULBOT\)9-.VQ?A%#B\W1(KW$?Z M=;DJ8+'-NT_[61<:*6NP5:H^6C6SN4TKI(-HMP`O$5+@P*2`T51V,*0N*PDI M`"D`*;"5%*B;!J1`<6&\TKL5CW*W=G%E#Z<14TOAVY3.O=SF,`^HE0Y1#75VH"Z+CE"+/JJG M?'A0=_`+\``\E!\/ZCHV5P4/",(]0]S_W]ZW-J>19(E^WHW8_U#AVWW7CL`R M(!#(/3T1Z-7M67?;:]G3,9]N%)!(U2ZJZ'I8UOSZ>QZ955E02"`5J$!G8[8M MH!Z9)\_[>>I2[:-#/:3''A4_BDUS=[O4=08M/&^;1MP%XBY8A[1:XHD3TA+2 MV@1I]662QQ8]<3NL%M+'2MJ][LR0W]HQJ)IA6NW@(_@C^"/X4Z>2A^?B+YD3 M?UE34VZY]H"*B&>HBQZVUQD%^[QU43'SQ,Q;Q\P[EH0+(2TAK8U,NZ^LU&WO M24MRF9*?/JS4$'@3-+=SI-5J=+O-JHBK+N>_:?$D4FBO*:+3ET0_H0BA"(LB MJE/`]H4BQ%5W!W#?V?,2/AD][*7[H"Z=S\?.Z4MZDW@0:B2I]HBRQ($@E"64 MM0G*DKQ!<N=FTG=HZ.I(6R.!W$Z2#4 M(-0@U+"@8PDU;,\!M\,:%GU<[.!P^7%PNN7V#3)*3BSJ[1;L"\8)Q@G&[5;O MB#WS;3Q=BXB=TVBKRS6OR^&+@2<&WL/)05*.A!R$'*JOE]@7'`W=;[17VQYB1!L+B):B1?-H? MPF(X]=NM]N8Q3$A,2.P9DIC(KBWZX798-:2/"WTAS@>_G;^Y_,,9Q)YKM8=X M",G=5RJ]`4CN`DNJ&7;5#CZ"/X(_@C]UZLCP7/PD3]>J87^TSY[T5!:[3NRZ M35!69<480EE"64)9^7U'4C*X19?)SJN)3]=98NMRH3.WELWXC<0O\$ZE"4E3T)90EF;H"PI@!>/ M7*V:2^P<"74JJW2ORRF+KZ$^HD;(0JB/W!&Z$+H0 MNA"ZV&>ZV*1O;H?U+_JXT,'A-(QF8>0FBAQU(18K/(2^9-!]A67Y-<+%V@%. M,$XP3C"N_H`39T?RTZ<-]H#8.86UU91R)C'@Q(`S]QU+.9.0@Y!#1@Y2^[U% M-\;.JU8R('`-8+UL'6Z^S>LBKJP+EB=$IW6*0FMC`^ZM\-HGRMM";9)0GE"> M4-X"Y34WWUOR>5">N/)D`.$*#2?%?A-WAK@SA!J$&H0:A!K$M_=@X,H`PG4A MUI&6Q.)&J)&`VA_*:E?6"$(H2RA+*,O*!Y**W"TZX'98)Z2/BY,'?6_J!>1^ M>W!75QGY)7:ZC(P3_!'\J0]\Q#/R1`GE^Z-9OJPPU?R9AW[%IA.;3BA/*$\H MK^Z4=]P7PI-LI]W)KM\Y"I.&&V+S2VZ'T(70A="%T(5D/^U-IOG^&$$;(+F] MCRV+GT'\#$)B0F)"8D)BNTMBXK23UNIBB8F'0CP40A="%T(70AN5B2P8)Q@G&+=;2?%[YMYX0.[[9M72)X3%#U4# MH?H];Z#)0:-37NA(`$+H0>@AEP\RM5.<B%S)._15Z?76 MWW21,U*^KX_]YQ?-%_09(#`RGTMV\=F;JMCY7=TXG\*I&_SD+-M.F>)ZXXV3 MZ[>=_BK46#S>U2]>3W<&Y%\'!WPO4*^ON4:CU6[^.'^812+KX#X?@Q;KC218 MNL.UT'QABYO$^W=!HJ)874T5W!OIY%S'C93C!2,_':LQ_.$DU\H!7'.O%%V' M7M9)Y`:C:R]6SD3!'=FM20BF04R7*#W<@9]ACWHX>#19W06O`@X@"FP2@)\! M-$S+0P7RRHFOX:"=.)U.W0BN1,$1Q*'OC0D.0]<'L"FX2JD$H#()HRE[KH>W MCCZ&MW<"9Y6-HT!I(8U7M%'ZN%@8A2?M#.)8)8OFG[7,PG$TS7%XP1CWBI_M M?00($+^XDZ9-Q97QS;D],F=L-0&,PS`:JP@%E>_.8O76_+&`1^6L-J/N?JGT M7H%3TEI^?G%T_..:3%K?V'KH?8?;?N%^;G!')OW45\>^MZR(*51#HC7[[A"+ M=?Y/D_YO2]5%%CL8*92C%B3Z#P-@?RFW/5,C-1VJ*`?L8:OAM)NMRF)[@H"" M@`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`$%G8 MT)JOTP2A*84V-58C#%T`O-XB*O**_!`V_]B7\9.\;UAYQ2<]O'6N5'@5N;-K M)&S8VQ6^]Q$O.EY3M*W1Z**,+12HY3E5VK?:CRRU[VZ]\EU*[>NRT'IO4'H) MU*24NQK?X^;KM*4E@.!117A4F8M'\.A9X]'*E>GB\U_5YV_F*-_=+$RF=F_! MQU@?#*P=X`3C!.,$X^H/N`KD[AS<=G[(P9?`0Y_M9>(F:TTWV&R9P3Y$E78I M-G38Z/0JJXVMRTGB?5)X]'3R6[C`SG&!=J^R>I"ZG*1P`>$"P@76X@*MCG"! M;7GL=MZ`&/B^'CCN;,CD MVF-&LZ/E+:8PK\(ANUO(>7N:U+9:P4KP2O!*\$KP:B=@M2/"<;E^\8ABHFVD M@,L07YDBO0NE?L\!`:76=&\%;)WD@U28KEIA^AZ;[+RG_C@#ZH\CI:9/;4?4 M"!5K!SC!N/VT7)\3Q/LDJKQ;TK@N MN/,LN4"GT6Q+^;AP`=$YZZ5S2LEA&;))\82YK]5HM_N5>6V>>_F$N+4JD`1" MG#EQ'O8W-'Q&B%.T,='&GM8#*+5QDDF^.2CMAM>@W]O0,,D]SB0702:,1AC- M6E#I-CJ;ZA(@C.8Y,QK1F%?3F)"8OW"J'#=)(F^8\CK@IU]OX1OGUS!1?NR;\/6?)6QP^63C1YR*H7)T"N_A09+2BC!67R M7LT76N\-+D/<[`GWQ1RJTMYVL[RLU7J"\IY:%?/\"W6?'(CGJ`3E'TNUE`5\66JK9/)C38S8YXEJ4K`GJ+;;\R/KEWZRU0*_.8_)4Y+STB/0^$X6Y`*R MUQ:RU44;[D/-NV"Z`=!5&H(HAUVOPL2[7<4JR;JKV+DBA'9EPPOJ M@A>;EO(BS/>8'%Y6EJ^\>.0[E&;Z2HA%B.5^8FFO[-`6:GFPVO9MJHKN-EW(TK<.5L0:OM# M6JWJ3"4A+2$M(:UY./7;K?;F,6Q?2$Q<@,E/U,_9\:8SUXNF*DC$I<<^C)Z8 M9>+$$">&.#&$6H1:ZJZIU84`GD0A>R[.O0_HNC.UR12I?=7`V]E MX'Z,0B=R$]>)K]U(8>[>"O47\ZT.-V(X/9MI$B\K+.1\+-">MY8H'@\AW'4( M]^CI)S0)X0KA"N&N2[B]IY_>]#P(MP)7Z`YKV/1QH5Q^H4)Y0GF+,J\Z MW^'SICQ)DTQ^>J>S'AWU?::"6#UWFTZ[YZ676Z4R3$35/E/+466JH%"+4,N^ M4TNOLF2KYT$MXCR\.WORFQ>;8 M7@UFZ0DC$D94,GN\NKX[PHB$$0DC$D;T(##U-V0>[C$?L@R]-V3.E%Y?\O?? MWJ3QZRO7G;V]5%?8'O^3FF%2CKW__K/__C;\NN M_PB&]^B6_YO=X6#?+?CP24U^?G%QUFZV.O_;^=?GLQ>.-X8OW%'RNM<9#%K= MTXN+T^99IW=ZVNN<=@][Q^VSHUZW>SKHOOC[W#G8,/WL357L_*YNG$_AU%W. M[:S;?2]0KZ\9YUKMYH\%6FDA9=!!>P%PS^3M(7Y1Y4E_2",G(IB1U1DS%&,' M6V*`43J#H\>/X<1)KI4S3&-8;AP[-]?>Z)HN@FVZ5VKLC.%\(@6FZBWEDF-4 MB"\R/S@3+W"#D>?Z8._"SU-.//=B>/\W3]W`,R)UE?IN!(\8WM+[1M>>FCCA M3*'A&UPY8S7BH-/4_:HBM)%=G)\:.W`%/3(8\=@M_#V[&M]PY48(57JJZP,N M\-MI8E<5\)R\1&G=-7Y=S5*$^^;.PP"-4Q^@ MAD#`JV^!C&)'P1&.G042>LBIG:F1F@Y5E$O`PU;#072NY/&-:E8)ZUG,&'S8 M>O!,JUK38M.LASP(#GGBJU%"!ZS)!IX1I2-L%(.(!5CEA-&5&^B2"D`'0+P; M1*J0D(28-][7T*1RXP*63";P5,*I41+"&3M\LNT#1[.X#+UF\`=\QE8U"EYI M8YM&-H,G#J)'S>!W[<(>ATH%L)^1&R=(S?%U>*.!PUL$@'@,R0"8:DZ5.:"O MW;&COGO4D\<+``!N@MS`"\<'BSNV10XSO)'R?B.S&>]JP6F M?!?7=Y8QZ#*GYXTW3J[?=OJKJ$!%56/UB]?SN\(>U]%#%@38W.Z+*G,']_EX MI;_?;A\]7NN'G:ZE^5VX,?[)ON!)Z MM*8D?+X&*6=8&BBLP(R`#($:L[GE-*X\S%;C\VJN<37`E9!,$P_N(3$+/P"C M&H=3%/\)R':B4N5\"3S\[1)'9<:@620@E^,0?P5!FKCP+S5AW@M)@9':< MZ1>S-)J%,<_=-,N=Z\_50-^ZGX[Q(F`BLX6>7[B2N7L,[UZA'5C#&=+.49-` M;@\0B>)K;X8<:`37@&:$3U,N,'=]S\&C=6AA7,*X=HQQ#:9P-PAYYS>R%HA2 MD8HO(M#8@=L`F+?/Q&:1-W4C>"2S,Q?MG:$79(8!L[-I<<6P1Q7$I,,QET#3 M"10[+\0OAK"?<8R:S$3O3%ELT#"^@\N#AO,>%1E'`Z;AG,)KQBZ]@NP+6-AP MJ-S@P+$WDNVO]Q.932I(X?F:;Q*?H[LCY4V':13SLF%=HS"&G<,E:10QNQJJ M:]>?X&_&@"MP[UO-RYC76GNY\9)K)P"[:XSZ)<#ORH,UPB)!%=6OB92/TX]S M\`(X9NXMMKO65X"*9MYJ28L;TF)I]V!XNL&M,;;4=.:'MVA=\6ORC0=C\\0( MOQZA?X6VA[RV_UW- M7/^I98K(D'V0(?4*F]X3*53?7#\EWZ8=G,S\A>03O(,>Z/#G/),'SA\8U9S` MWA>8LI!`PY0-O7E7#01\]N M`.8!QP(H^U>*EV7]H\YJ>6D>S8X/]EX4DN5FMN"GG;YY;??!I_^Y7RX<"[?_?+[NXMW MIX/?/SN#T],/7W[__.[W7YR/']Z_.WUW?GGGB:TJ78XV*%S*-_@Q`KSS9IJU MG-I"M7IE5#D%AI=G[1`SX^P@G7F@M30.U8>9+"1M*;]O%L8>?LGJX,B-KQW, M"*4[ELHEO!1UX*G[9QAY6I$;:^6*601\C--A[(&>BEKI@3/P?2;BD?8?NTPT MK$@EH!#'0`P40LR3#QZLL-1"&2G'ER\QR<3S.`%E-BDIR7\DDH`6PKHM2$Y4 MQ$F?_*I0WO$+F;O&<3J=,;Q9O:34%D[!FO+!<.I9'ANY'_7HR2-]PB@E`D`> M//Q1DL*5!AOAX'U,2H-71@ZN*8+G&`,J3D'W,HL=F\7L['%_TAKC)]"W0&!L M@BUP5INQ<"+;3F*+U3(7\C0GG5C'9P8W72DPQN@8(E[JO^&^FVN@0K2S/+S4 MS@H"^`%VO;WS6![L5NI7[U4Z:CX/KU*GO5=>I4TF4G\HS9&)B[14H*`HQ/]@ M[HC/A).1!FFBZ$H`5FJR3<8-_>"&$8UWFBKSSH6"AX(($5_/JPI'HW3FZ=7? M09\'SB49/63EX#W`LV]90U[P@+ADHX(-[,6&XV_+[BR`QI(G("=9J:^$9=Z3 M<[A11[EP-.%HF^=H<_'5+%#';D1THAA.IEF=\5<6K@9N$T;^&+!,W2W?=XUB M>L\DLL2R2:\B])T9#8(%OXO9LG@-%@[<^]#,">WFX9()J`I#CY2%*6@4F*GJG.@E M%M65>=U=TSS(<[3+HC'YN2G@@O(=+*]I5C]$ICO8X.3(SIY37+HV%F_(@!N" M=H2^<"H#L)_@W%"R6$C/)_L=U2*Z$T5\PU'?1WX:XS,1VL%M=B&Y\NA-)N\:1/6&R$%,N1BLQ6QWA%GHE4"%I@I,(D M9=Y@G9\74%8^^MP2%\C5]8D:O2!E9_VWT/_&;$^K]ACT8EZW+24?X]+51)>0 M6]A!THSOL,$V412!1M9KL4,WGHNK9L$\+(//V*'AABD:4#XYL4K>)#Q(>-!> M\:"+HJE@*T.HO7C$4=S9S/=&F93.'/Z:RT3AK>N#BL)/ M#2O*7LS6L$J.1EXT2J?(WT:H6DW"D(E\"-='^,C"C7/:D,OIZK0VRH5@Q8CO MI[@AZC*YGS3+<:1+2)<"/2WS5N=.EQ`30(*QE^AB9I\3#E#[,3P\]\M8_!ET M/IU[@,")X,K$BR?HT]'UU68)8;1?W$;\%N*WF/?$%E*N]@K;1;8^>]E:Q.Y" MMJ-"7EN=7\T2Q@ MED:C:W13P)9'>0\$2@/X!C(4VP.8)@,*HRRA[%2*%AUQJ0'/QPX%R1F?>/%&'MC#%`C0'QO@68QE75(F< M\AWXNEN%29_NZ)J6-YWY2K_`>K,.T8>8$$7]6R)\I\Y]TCO46AE%>X^V^U9]93BIQL3,#\:9JN0:&U8,T-O'*0P&P<=>G"?0`,TH MRE)#P&/W&U`68R0T+AJ"0P5D83.24/G=^U\:V;'H'B/HFP,TP%/+;BNF`&<1 MNV*><(F[W^.Z]WMC:_NE78J\?8"\73DPNI,"MU"[L"AJ1^%KJL=`=@S$ZR4@ M=J*QX[MI0#P:Z`CD9'/.+6XX]7V/26?`GYR7K5<%E]XL])`&@8;QUN3:B\:O M9R[61.!_`\I&!HI^V>;;0"I-@"]PJ47$DB\K5'3Y15-J)O3?L%VL-3"_3JCO M%:\<1>R\.S];?LD::.W%QW%FO+6_1LZY2`HYF`?K-N.&,U&*WB$MD1(OKCW7?PK&IQB$>Q,'%PJ[*BL;(?%@L M]XJP`@M==,%5KD*33P[NYY9NIDE07J6S)P51]'$A*?44\[S/_TJ!W_H(]$I4 MYF(.,GF0Q\C6`4>NX?V`-;X'KT2!^DW%B4Y6UR:B/E`7CB'RX"A=]SA#.(X`?L992>>VP;."BW3 M*'\+00X`NBV;[8?#[G'>+!.>Z%>5)%U):\J5M]'J=S:UC61KN]AP]]*MGDB% M/4[M(MXL?T>[[S:4!'\D*J>HG)7;QNS_!!UMI-28NR#[WE?U^BO(,\S+NG:# M*\M5%5I]*5S;,+SIE#57CFNZ/,/Q@X*AX!6IA2.-!E MT8\>LP]Q>,NA=TQ*45A&=^N\Q'#T[Z"S;XV#+G;7?P@\7CVAX2Y<5+AH]5R4 MFX\`(J%#/4U",HKMDDLP0*Z53U1,SD%WEK#W+4XCRL'-JF-OJ^.P_?ZS9+`5 M\D5Z>JLK7$^XGG"]A?MRK1$=D]5PAG:OKCRK=;11I7`3^V_,KYX!-X8#"`84#+C*%X]IRJ^9& MN15'@$BU':MA8M*?*;@44M/;S,9U1UH-YI8M@1KEZ5L4%\;?.6G&1*0P(IW< M\C.XEPQ^^PN&TW47FDO@D`.PF@,OU,ROKBS/>1=@4"I/"J)(4S6'7%_L:VT8 M^W32$^8T48R4*Z"V%Z1;Z"O5K+AI80%KW$K<;C5Q^3<68DM9WFM%9F_%*J31 MNK)^@J::NI\T&S[Q/WNYZ19RI!B`UBT0NVE,N97:9%ZSBE#[CL M4>&'&]N@JIC!5>7*HPZFD<*20RKZF3O;H>M3?`K(U&9FT"&Y0*N9__A$1<1H M>6==HDW?.Y>2ZS%'A36.;>W-]#BM9G]#Y4;4#UOW6=Q4_DN%BA!]7,A_>9>G M"U4"F,4\)9T>SV8(YJU1\;?)GL=^EF94':60F:L*V6TZ695E.HMY3):[A8^! MFG@C\O2[Q1("*CP!ZL?(`!#1&]`[X"M\/'\')([%YK"3&"QBQM/2Y^I93)R] M>W,-)I*I5@EO>!2OKB!A^PL>SCL@7](WP!/RLN0]=MD<>_GBG^_.7[QBLVP: MP@]QWO,6RY>F,U<_D^_XOW:K;,#P()QZHX7QOV9]F.LU!!.?^18&1(=Q&`T= M[O`\9QH":`!RB!G<^YV3F1D&B=4SP;8DN#6S$*7+&@B6>T`9&2DA7(S;%.04C`9$%FQ[(CF"7#^MI8"A4UEJ[X&^H)# MI;Q,-ROAHOG/YH;5UT*(E#5!?C`D\7T()M-R^F[(WKD\S!8U@*H_XZ/[_E!F M8+:W*OBHZW76K]Q4]N&8`>G0`JLAKTK>LQM.L;P&R-LKQNM'SQTP&>6/++^K<5[R;S1RA7CU M)5L-7O7=K#\09A38X31_;YR]U_0]QE;LQ$>TCXGSRK>HQ,?78521!D\48V\^ M'SFC&T"5->;6#A@GOE8JR5NA%-U,RJ/'))'+_&Y[(T;<;Z[GX^%MK208A&0U MYT'%>R]?#"XN02G.O'.YTV9;&ZK&J?+JP/EM*25E#G?@G);(RSKY^!X9QTR* M7-Y/=1EC!3"*=+W_7VF8:&@+BZ[`F9;FB>@5Q:JQHT/-S4 MP.<$TV#]!^?(L$!./.RS1H;'3/L]O!%U^$*MPJ1U:\=M%M+B]OFF"9'=.#]2 M5VXT]O2X+2PM(C_HMQ!]P"@-&M12K`&&2_P5)(>R;*R(JE:,:,ONY>N!ZX-$ M!VC<>IA$1N(9;X3U@E+!NZ[8/;R5G*=:2#.NM$NC)8+$:GV%EG&8`B+JIK,S[(I,P" MCYGH86:Z4\&V^.=VNHUOTW.XT0E3)6W3-[2-P8[K!A:"4[;#773!%*`'K+@Q M^6RT&R6=ZL9Y9KS@%#C--FOO*8V\QF`6>N$@AB7*O6;%# M,'89P\:@KM_(&PE3@R8N86^8EBEZ&BD9\KG/BT+"OL\-RG1Z788I\]XK.?'5 M3MS3$2K/-$;+G.%!.`?XACWTDV`=*Y#'>NZ<]G)S=-A.A"2&R>>*Z&*U]2_D MJ^V?9JNA60(2;/;`XDH[HY<`914M1\AA.^1P%RVP@]&+*$8:J>1V86K4_J'W M#K@PZ.."0Q[(!;X*G%,*C(QNJ_;%?Z9.9`$%;3#&HU]C4I"*04H,^X3%,$F6 M.&'FWH=I@N*8>,F7@`)4EPG'A2?.8`IK&KG%*2DLFD?6VSDI0OO#R7>9.3HF83C9\9 MXA2FOG+6E0[:6)U+,9N`QZ;3)F?<2C,;'EL\3]T2R-4-X0LPR?)ZN;_L?:LL MWLM_Q[:L*TRSM?O/DL>,Y]?$.SUB(W!I+F%Q.JA]1F6BNV"GK@?D::AGE*P- MY4PKP!#!GH"\E!AV5C9QX!]LGT_Y&6X@G0\X&)K*D^QU!92)K1_<*$+,LU($ M\K9Z;C;HA<86SZ>=3>'T;TT,-<2TC"E9=/2!??RDN>JI5L19L\G+A4Z^VIE4 MEBLP'\=-4-V.$KJ>W#1>D*5`['`&KG4^"X/'=*A,HT5MW^3C0TEM;K:^LL^S;JA`MIEFA?Y%<-O#!J9!50)BV! M"W'R9+7,GT[J#H[]S)WM"TV+M19$MHF#W^JPU!^6S"+Q8]XZL\60[IPY=A.F[*'I*)F M69B_BCG:H);@]T6P[%?;<^$2SYY+_&$CNW]KRAXP>,!\@-S.7FPIB<40Z1QM MFPXZ1+R9DQO(UJ,8*;"*(6<,ZH0^FK$RQ`B>22348X)H":8,$"EWR=SD56B8 MEI3UT40WI1?KG9K@;3X8$?_G^K>Q1T^B8"3FFKS1E^K17QSB!F$IAYWA(9[5G=299,.4G)F9)5C\1V38EV%>(;BG5K MU!">/5F%7,WHWF*7?'/LE;:,,F-V45LG^^BUT6@&:E.9G56]XES!2EAP:-=0 M%J!V=5QZ21S:0!Q/17?"M^=G+L%8#KIE-$3DR`5!,0H1#R#IYEA$Q^/SQ'.J M!LX[5GE80D-E6D.5W"B]!RL&F%69Z21VII=\AE;Q3`M)LHOG^H##65R[%V># ME!D_7&W;ZU"C.U9_44T4Z"/6Z*7B>%,O'`-@;&HN@;*(=!'I^R72WTT*^34/ MU+0MUD-,A]HE,Q/I+PRUV)-+70#!TDGI4]!U_! M+U-%W^1`OX6"S<7'47)#G"*/N+G..9U9)L\7CFVM`90>VW=KIA2B+SE,AXG) M-L2`R)@W!(!'5C99`;2TAAM5\"I:THX?CB5LV6C$XHQC3%O'PEM:)A@V<6RV35.5:(SW#2-GY"LW^OD%.KU? MO,E65(D34IR.XG3L%>FD+P*';^K:)0E+Q=Y#2BY#W(NTNM M/RD3Q"-S**^>F_/Q6KD=Q?`KW;*TBQ7W:\A"Q%R<&F06']YMJ33#0!M>TW:XBFH>15DMG+/*>:5C94Y)54/(KZX3J)&UX'W M%XW=UEEHF%#,(Q:PC5`8^IE=;6+%J$]C]6)!FXVMNEI*6W5\;Z+]`&&L2E=" M1T@K*7N=<9^!J>]QUQ6[$P>BL2+3@DS5_H.MV+#B5,,M\=/YU4TF1GPQ"N3A0#$@SD)F..Y+1H@ MXZH:"@`+S4H[73S5PNEMRMN4854&%.6^J8"[E/,W]O+[U M$MZLM3YMQAN[$TN6(TEL(JQ$6#U86.5Y5JNHQG=D6LU;)!7F6]GJXY-E7=5@ M*$R`<:+JJ\BM1^MB)"NHKBGTSM!&7CT4B!*#3,)P4;\/$2-TVF)X" MF.)@^P^TAG"(`,O.21AR/9AT)?)JRJ,7,-W-4@%,)AE]ZK'Z$(!RU+L`S"^N2:],`$6]$U")U+`@=[#P`W]+D&AN4JP'LCG,IO8V? MKP\'%%C/UBUO>'7<+M-TDF[D6A1%ZU'7Y(03K=1%U'*'>\(2^\Z'6=!;"BWZ MW3Q#&)L;F;[4^`75(15ZD6H+8(:JO3=25IN`7,?[;[O\J$%=\'+UD4=?Z#2> M3&>UKDM[C+QHJHFN7G!]M*!*EQVF":O"U/;\M M%(9]NGB"U6`Q36#G MH*"=`9V#H^;Q8:_[XT]#%(71:RH?G,7JK?EC(:1;[F/(S-EVP"7UC]VBM&]?V5/R$$R0PB348O]8T.AHI-9D44=7&73Q.^_,P3))P M6OB*FF[1-^NX!S899C])/7],P\"T^SG2[>I6CJXOA2+O_[D`LM5]W6V2^?N0 MO(05D7*_0/8>#7XV?#:`=_L%*W2,TQ0V5ONY11N`C[NRXY10(^,X*9P4ELTA MXC,AZHLT"CSN76DK",(:UX+BX>NV<,:U('8:3F=ILD:*V_-BAH>O>P_&IV(P MP+[^0::N_X!,VUIX!8J&YX*/8+DE^KZ*5JGE/HGWU+E@D+<]K]:Z7F.39]AQ MMXKZF;LV^BY(W.#*VU#3X+N&76OG];:<%]5UU_4)<.ZF,&3Y%L95(82U#2\_ M__EI2<-;/9#SI`E0%O*TD*6ID1I"VD>-#OIA&'XMYF'H:RABBW6B"74< M*O936LA"S#%)STG9T;[D%B)Q6VM]O/,G0SFIF%WTW6.A=T*>6# MU>\[E(9^]DC%V9'.7[_HN"R.<;?G?F=3!Y8.JR^;2S^/391WH\=O4MJ-%=8W M"4.8 M'LL"K%@E'C=@/=5#,W2IOUYG'KUPX7TC+\98`S9!]^(9EF^J@;W>3:X%(GR$G=!1-(R2K!!O`9,S*MW960J#$5C7/)FN*_ M>B!5"2\GODM83C=QCB1FYOL\)"KK#4R?S/J5M5WL-&PG4]DS.+89P]K2(#<` M`/=7\R(;_&-3F&&=`X[AR8:@%S0?EL"S-`*2C96>W(Z%[B,+):SS`RGG>S@7 M([JURD#T``(S6YWZK7&RM7_;R,8BV(^,T^&?F*5-@SF^,1LQ"7EF4@>F[@%+ M""A'F4C\`3PQ:TT]'1Y_(.& MXTR]A$]/IQ$K&M:D9@DA/[[U!L>ZHU[AAS$CVWJ#W>^):978=O00$V5;CH?] M2O!L9SGM+ZD;N2!]-F-U8NR>!XU86?3.5?9.._W&4)Y.^3.U"YS=XY@YB7FA ME/44G2U$U%WRJ#Q.[P5YX3<01S+%LY:S0TY03)Q4@#YNOY=!&MR:(6S?5P^8#L.0O-=(VYML!, MJ5<>''R8S+V;!RL71L,@2)@.L8LO MUFR\9N9)NKX[NCYP/I:C"\7BLQE!]BJR45V+0Z2-9"M(''V9)7CN/B@]/LDG M^X&5/8TSNNUQCCKW+%/?9LPP7JF*7['=DA8'"EZ',56HX!UHE8,&&Y?NITR" M'C@?L-HA&[;,S7VX],.VA7SO*S#YZY`3>2=:$Z:FR_:ITZQF-D4Y1Z]0D@3P M'_K>%>?5P(;Q,8O/($,3#BJO4:)8"@D6^-3(JI4RBC-S:FWQE*$JTXD9F30J7`_),Y\:59QHK8*V.@=/<$/=B%Z^B-W->S`#_1=9)+,@C>>XE\;RK44\;P$=C MJ8%N;0//MBJ:W8(KP!I,0.7SH2["V-BHBO=1B]C^6;*`Q5@Q4P^R)H M@^C17/V67X\^R\QI>P^\:5ZRY6XL`-\LWY2:XH-7?MO\DQ>]%V1/(!48*`QO M9V[,19[E8.`FVGR8RT[RP/D#C2:[H5V^*GI`FGA^5B4?4(JU]A-AONER5R[L M?:Q\L@^]:/P:D!K3!PM&5Y5.S"\D3KD4<]%#FZE/]HY,BTK+\+0-1+CA3S7* MZ%FWB+3G=FAOR.YY1DD=O8K"&[0-V&K-(:YS68-Q81*%@2I?S\I%WO?!^!+3 M./>6E)^#J2IESHYP_C,=7V79I%P,2X#/<2JO!LA=[HVY%66EM'KLIJ\)R]IE MT<\WESEQ;;!8+\9>`;J[$_,Z1[O-B&4WX"7<`'UL-P-U2 M)S6=J-$@YI9?"*Q\#<(;7XVO5/E;V2VI(W6V<^%6\RO=$H%J-ZF[@[_X2-L> M,G5J[+4'O*"I6'Y MA82)FMM([^[:RD/MIBSH5YG!!#"%CT%2JG3OO6FT^V90\?"T3GJ_+91[RXT- MP6*+)Y1G'MK<%IG[:1/6!RE`"PK]/?I[L=<.6+:6-#"11?L)C3M%"_5HBT'IY795U'\*@_GJ M!H4O/(<$;YISF>*(5K,P^8ZQI$0<]M/DL/Y=.B\J:1%AQI`],ID_ME4 MX_M5Z62D#,%X^(AN#,>#1TIVSGE52Z9OWE!+M&2%J(6-X7G<(H]4;HLC5M3B M96>9&N6#_A,5@0VP-)/[4:*Z6D-REEO%N=DZQ#9PW#[*&*8Y1K&^F=$!:5+4 M(X2N1"^.A]X\[CF2.\J8YJRO[/P;[JBGI]-2CYO0_X9O3[`J!W=@J%*GK:*^ MJ6!-F*5HI6Z!$HLLP?5OL%WLL-![G@B96A7$1++%W%R2H.R(8N>A-S+='+B[%6@4^=O[)T(>@F2ZXCI;B;8MY8.8/)?9T0 M'L+F^O/]'CKS?*_=J;@!Q'MJ%ODA4!:#NK#(-.,T:>"._Z1&S*`?;X)[P.8AI)A%PPLRM,&%/11Y2SG[0OP M;"P"'.3#^B`W#5N)&G0?=-3,2A=*_!1QW"(.HSAGG#1CF[M^FDCI]YVG!AP! M1@NO(:>EA4-4G]@KM<@$T1[F+"\U81=&SGNPWPHVFD41;'5G-1+T@!00G45D MYJ6A;SNEEFB4JVP_KC0`QU%93N/7F)<_:P?4,].JTW;`:-!F7A9&[*+G!;$5 MS]#3(]MRI8QR6P8W]3"I,+#-%EJ>AZU[RS*/\;`R/Z3R#=P]*M6D2-.HDML5W!2V M8EY9Q5MUHC2XH9W-$6%$O&?]%A:S>?M#/SUUDT2YQ>LC_D(HA:S0IR+-!A7 M[1I$AE3VKH]1>!6Y4^^LT%:(, M\TACU`U!IYUXF4[#J\C'A,#7NB4D69(FCDP]RAOFP?`76S'PAP^:,[7%A.=/ M0#<>75.W:ZJX9,YK5H`+UO<[9HYQL@00"/0%*-!)6"`PTZ+QP=1#O3"2&P,- M<+]NZ;^][=+2,[TU=]&9=ILX9BP[#6L`5IX+J4L[8FU-CI5QSZ+@XB;7[HT; MC2G$'&*?5^-+M0[<6LS<[!!2.6D[NBZ6G)[7KC_A*NSQ&KC"Q6:$=%1=FT]+ MIURSA=DHM!X:!XU7%\:0:M\J74'Q_@D7)H.:_<]WY^QCUI/?,1AG%H6-HC!U M@C,QM*-XBI6;O'H`3W3;X!RR;W/U0^9].\"O,OW84!.-G(XU/L2FQP6@5 MWL)>*C),T6>LL-01IRDU,M[`KJL<_X%"\%F8HF=L'DY!9S-,69//=:48&,RF M"P'H!]SRU_.M'>;^G<*6T,X@G-:IE?RX>(Y,+6*S\SN*::3F-B)8:S,-8W;H M>4L97/*CTT"WDBPSNA@SCQA39[ZXT)J_,*$^S?)5#-ID=+;PWDAYTV$:Q>AE MRCC`G."A1$\K:9O3DO-^R`U=I)V%I4YV< M[KNLQX%-""?XD5GX)XO*+^P*IR+Y)6:YB<"Q-\5&LJR@[\#YHOL2%'Z?:!J; MVZN;[S3/+XBI]PLFR%!QA4XT8+9NQ^Z+1:^%TCZK6(6`(8O#UP/NFW M%VO\M!1<@`M5U!.W9$IPHYP&&C;]JY[).!#-4P#4OYJD$7/O992E8 MN+C(4S2DS>I_$&3\QRS54J*&D7*_@O"W%"F.$O)IH*(W4LWG7/*L541NR.89FMD;)0ST9C. M$_F.;3Y)W`*`%<1Y4'_.Z1SQ1D#6N21UK.])<]S7F[=UU.-^^.5&0>S MK67+Y*225:-RD^3Q2BX_'![U-[.-XH@K M6XAL;6^M3G]8O,*YV$7 M'[]E$FWW._MP_NVC]J:V(?+LZ>6937&B'`DR5:`3W[FTZJ M^`1T2(5Z[Z@;9[$V)@Q"++.[?^[9JOLY*ND<4>7VN,,NM?88+=GP8!Q2;8^U MT#RY,7 MKS":Q>/M2R_^,J-"JM_#`WK!ZV8'[AQS&7S''5<)SP(#,CR1/9\XKMJS$\-`"VES]])\9T&(-M+PPSYT'6IZ! MKIW*!:"%!:!-;*#E77W&W".,D[C3K%^O?E+Q6KT1%W,1.&7'S48=9S7:'L4] MLX7BD[`&`#,*PM>T))J_0%ZW6SO!]JY7=JMUP#%4%+G"_:U4A/C-#TJA[E2))82.+F M2$)51-S&G)MZW\7ONO7@=]UGS._^D?JWCV-WK9;-[EJM;;`[NZ&-87&]#K$X M+I++2K"`KWP)K"0HN,4YT=FQ?S#-_@[8^B%+C7L?`KF<8BT38".F:@$2.I>Z M+A#OQ@L:3%[X\13(!9YEW^&<8^>TN!;:'IQ.N;:751-BY;@%(&IIPP#2NR2. MED%S^<7>7BXNLPXD*Y2%6_W\0*BI M#Q^(?<>=7`@@5`-" M+Z,J)4;59.<@OD!"F%N[QXUCUX=5+\$%.BA2-Y MLZY]NE(LZTFE-92)YG/PM;7B+5E&[>--6$:!>ASEM)KEE--J;I=RSJPALK#: M*\4Z@.4M/VZAM_R<9R?.>W9RI2;71CY9\KWAO+-+&`;PY=@T-OXG9O]C@N,[ MX]?(7OU+"KHL-N2`5V@G5:O90,K6:BY6\FR*A.%H8/7A-ZVNY-*TH*?`O\76 M]>7@\L#!5G!,IHFC9U4FVC3[;F;J:>:2]9@; MV2!QK@S<2(,H6Y"*0)N.U=W"\O$R'B3&27I,?)S=I M\!E?3$-7)C5J<)*;,G:-XT!'HP"-3K7>RLZ'PALWQU>ZN6J0$:HUZ2_O(598 M-=<0QEZ^^&R2@*EL3ZA5*'9'2H?8YBE!B(Y#`%P.#[4(#S=_Y*@`CZN0"T'Y M!$P[#K/421@F09@HV_BZFYV4^7+U3`/#.TPI<[G*<2>_F7O2"OK+,H[3W1K' M,7__[4T:O[YRW=G;R[RQ54[2'^$5(T#KS\!C3OQP]/7O__6?__&W[)8$OL&Y MKZ`=GM-<1TQYR:DCNXN.%SY\4I.?7UR7E\TSSI' M@];@N'MR>M;O'?>/.V>'O>/VV='QQ6G__.S%W^<8I8W^]XPT?K$*G]UHMLKE MYP^G__/KA_=GYY\N[=+K\__]\N[SOYS![V?.Z8??/GXZ__7\]\MW_SQWWG^X MO*Q89&RMWPEHYE-@KX0=5GN2:IA9LJ%!UT^6\=?`7K[)O[]B:2I=G0?&3+PM MSKM.(!?0?42T`N9>747JBN<'Y>W(X+)*5M?K'71_K"RS$QG7*7:BM9ZQ?OH]@Z.J]L'Y8BD"8HZDAKQM:O=F\R:\YWE@S4J/I=. MU?OA/)AO(9W`++SA(3XTCLK:J;TW*OPPG5,:))'`+*%YQJ9MC'X,T?A+)IGN7_!)D?P:.[_XX1!6P[T^!N9NNJ;T>A..+[]O)1*CELQH#:*" M\QV;8KJ%9H_<2(1'0D]\FLM`<1VN/M M#S:,<@+]VN-%(]1S,T[>\'`RF8A=VRRNHNB\N'Y:LGI M<(ZKUI1(V[^EVGG380AW-J0,O,("Z+QS]:H`C-4V>N"-Z_./` M^9A&<6IU&]T*O7#OA'LAS-DB65*;&6Q1@E=!X0+T+20ZM$*XH]/'LWGCKL\= MCN^`"PZWTBEP#8/]ECYJ4T[N!YE,P.+(.UMA>S`@U(9SZ8ZN8\ONPK_P_\$F M.Z#%_^:.(QSV]K%L@V(CZ-<`:3J+]/PKG=JGH_ M#Q'.\XRCW6SV'-MDLPV1(NW'EN^0:=R/PRD_1O95PK9EDTU&*&YU/)`G_H-9M/6+JVBF/@ MAT[%2YRO[BSV%/SO>(Y./Q.]Y2<0D\8U5#R6BAOL8#LS)!G\5XN9<):-DVEP M&-[[QCPL4%=`E^S5LS0_'N"#@O+&BPN]G686IW"=3RG09*LY[+YNT7SCAN,6 M!SO8#1*Q"5-]5]3@?H1=R/0RX&H?E"_4M7WWQM)>S5APW30/ M7O4#S3V_I@'>0X[&? MI)3_V)#-P5I1]6FO<71\V#AL']64M1PUCIJ=1N^H7\WZRI&MI/@2\'8)8E(? M`/L<$/$6)WKR6*P*RFJ9PW9[![V*AF1N@/VW#HXJ*MZ=H1&"@)\7`1QPR$T# MQ^))E4*ZT^G67=RV>]4N<1[6ZKN1:R9@E!62N^*@0YK!9!;ES0D522^.QFI0DG M%FXPFG/(5,L)6R2,+4&>F?YJ(Y9RA:Z,HH;(!O,2(6C;S-5TC[@;VZHIS5_A MO`ZK.*]5F'CG69Q;N_ISP]0U\K$-BEO+)9-]LN&"J6>N2;R\YS-V<66_C&75 MXT]IH!.RT>N;4@*U]OS/K^9DE=4LO#KW3.4&D;4$\VC]LAMJ9CU.1WE/YP4[ MRGK=VFW%=D5FT-"`JMKO=#H5]]^)%$YU0`K+V[R;SBAT2`7C6!^V[FR^JPD+ M@Y&N'<7J%?)$G!;RI;&JKNI$!N0)//Z5I#)Y0\8J<3T_UMVI\S7IWD>%-5'E M6590:PJE*>F1-3;IB%2CCD@+S[2HH3"TM#F'_/C9)I<`)ZGY18+!:S*"8$P: M*=_7U_S\HOF"/L*,_9!>_2<;YGU'I(VA!/[_HM'XL/,%Z M=-G3\AL??%]SVR_<]GV'N[+0A][7WI6%UOL$EU&F9BXX6!8'2FAN,`R3))P6 M1S2WK9G-R,KLSWQ]X:N(6"!^<^\R+?Z*N1LXO?;MM3<&GEJIS_N.5.U"MFT! MV-ER#U_<#2O-9#4D6K/O#J7\.D:.;0"6)?"S./J("C@L2/0?!L#^4E7LQ/4I M+=U-5E4FM[J\?[@!M2M;IN`L/W0A"B&*AV+=J;:_V&]7:@[HJ=\OT2QXY0P5 MMM+!^L["V&=!5T'7+:"K;D#X*<,^,R=H%3O;>>DN]ID1/!4\?7:Z1E8WMM2= MLN38'Z27#]W1URMJ7_):.TM&(Z4FDR<@H@TUW:#[3.+SR/0B+&\5=W=+C0VS MH*5'41<@_E`5=.Y%NCN@]$!@$$I6"HV71XMQHDW!(R>HS4&HTJ@7_ MJ@^+ZM630]4%6X0)"1,2)K1I)M3J=H4-5<*&=B1RO$E88>-W>#3F25YAI:R. MW.!4BXM+:^3R0WR][7M\O0^!Y!J>V^I)KS(#I2ZGC_<-(V?D*S?Z^07FG[UX MDVU'(A^51C[VCAKN2D45NA"Z$+H0NA"Z$+H0[4D"Y`^R2[(12E@VC8'Q41C? MG2/Q0%*J%*9/2F,OQ34@'LJ=$6'[0W<;T/EJ[Y;=M#(H)"8D)B0F)"8D)MIC M/-]-Y?UTDU268/`\ZJQ])[:X8VSEB:8D_4:A! MJ$&B3D(70A=WE$6)2K5QTZ5&?H1-`G&E!FU56="%0NC#V7<:9.FK1U5"2S'5 M:K!]!M56)] M=%\YJ[:S:SB!2F@\BY.XWQUO.G-']/F'9L-J$VL:=:XT?$*/@\F*!=P8GCY6 M$Q5%)O<$1_["/_P(/T38JFCJ^)X[]'P>+ZQ'W(S"@!"27CG4C1GC:Z5PCCN\ M%J>FP`7P%NV.W,H7EAK,="M'$& MQ),+YI6;C6Z']&H-*\$KP2O!*\&K78&5X)7@5>6PVE&E:W<03+JZ+P/H4RVO M.$%F<=CVBR176Y%L+'NBK#]H;O* M^B+7WCN[:150"$L(:[/&E)"8D)B0F)U'*#JC!)BV'V#:WDR:350G[,G,FE5! ML]^4*WY)(;:MJJ#WP*@N!+1I353H:H_]_1('$[H0NMBD\O8\E#,)D\ETG)KJ M1])>M\K0I;0GKP.[W2'.6CNE1?BG\,\GXY^5-103]BGL4]CG#B"EL,_J8%E= ME=V#8;D3.+=IUY?P1^&/PA_KQQ]E>&T]]$L9?O-R^)#A-P$FF<`MU,X6WIG/ MPJEL"HX>>:/^2KWDU@'Y&`#(8LYX4?$K?G(:%.;=7(?QS$L`3G#'-UAQ&BT9 MC!,G\`_M";?#'7L?,N'F3>("J95>7_+WW]ZD\>LKUYV]O4S"T=?KT`=2BL]I MA[^'B3KSXA%L#U;]&<[[Q(=K_OY?__D??\ON2HMH_/^8>^X M?7;4[Y^=M#HO_CZ'JU;I#?:C=_+-#% M$:#\/$K39R\`U0!(HC.KMJ/^N\"Y4,.(&H8#=+H-'(/D!@%PQ1&-.7(3QW5^ MO743^'$J?5QH/@L`0RZ5@:P2A+#R"?X`!"#>"XP( MT0.08^I^58[*S@B1!UAZ.IVA2(@UO4PF:I00MKC493J&1\S"*"$,6^2Y$R\` M?/-_#*R,$U13RJ MC(1`G(ZNL\6.S6+61=XB6A+&`B)\?3L)PP07]1X^.-_IJRA$2%\GR>SMFS1?Q!&5V_:S>;A&_SY#5[X0E^?W,[@>L`9!2@S?H'/U@\'XM#77$=( M`/^'$+[9[IYUCWJ'9X>]P=EYZ^0$/FF$/[SH'%Z8Y_KN4/F:2.Z[Y__Y0[^X M'GBWFX31"^?-"@OJ];J#\[/CP46_=WA^?G+:.],/;W M#RY`HIUT>D>G_<&@?W%QH:79V>'A\6'9@NZ[YU$+:O>`4YP?]UO')X>]LR8\ M_JQI>%3[N-DO6]!]]SQJ08==$/,GIX>]=J_;AS^/CKHM_?!.\^2X5[:@^^YY MW().6JW^T:!U<79Z.NBUC@Y/3\_YX2?-"]AQZ8+NN>=Q"SH]/!Z`(&FUSONG M)X-V[[AI=MONGQYV2Q=TSSV/6E`'(-\\ZW=/6J?G%YW3BP&@@4;0D^-NOQ2' M[KOG<0LZZQYV^B?]BW[S<'#8ZY^>'G7T;EO-_D4IE=UWSZ,6U&T?7@#57)P> M-T^:0,[G_0M#,4?=XWZ[;$'WW?.H!?6:Q[VC\Z.S[OGQ1?\(T!48BZ&8\^9A M*83NN^>1"SIK`_._:'5;%Q?]D\%IJZ_QX>3H^/2L%$+WW?.X!;5;\/C3B\.C MLT.02]UNOV>X;J]SV&R6+NB>>QZWH,%)ZZ1S<=H_`ZG8;G;;QX<:0?N#\^YY M*=G?=\^C%M0?M+I'K<')61L$9>_L&,3!N>$IYZ?=H[(%W7?/HQ9TW#[J=CJ= MBPYREI.C5KM_850)@,'Q>=F"[KOG40L:'(-\/.]U3HY!;^@?G;3Z36.[GE^T MCTOUH?ON>=2"3D%`GK>/V^>MX^Y)L]<<7!P;,=!K`\,I6]!]]SQN0>>G1[W. MX.*\WV^UCWH@*L][_/#C?A^YYU(*`?`>''=CI1;]UT>YTSN`DC+OA ML'=>NJ#[[GG<@HXO>MWN*;"3T[.S\XOCT][YJ0;_2?ODK%.ZH'ON67%!QH(8 M1".'O*?D'>7;W&ATCS6AKW@SP1691YG;T?YYB`$0PDWZ4:_ACE8'="N02:!C MG8+>WM=@/VUWCX].%G<)2WJ:':YA4>SD#MN[G#=8SYW=SA M.MZ!G=SA6NZ&G=SA6OZ+G=SA6@Z1G=SA6AZ6W=SA.BZ;G=SA6CZ@W=SA.DZE M#>UPSM?UD#>L$@.?AP*O*E)QF$8C_';JPQJ"JY]?J.#UE\L7?W^'"2JQNJ)4 ME$A]4T&*V0<1#57WTW&>63!U`_>*4U8PA2!/99DH%>>W)F'B^IQEH'QOZ@6N MSDXXUY\PG>'@;V\*T*'8?_&K]_`!OO[;&]RE]Q;_"Q__/U!+`P04````"`!X MA%)&\^LSW[1.``"RCP,`$@`<`&@M,C`Q-#$R,S%?8V%L+GAM;%54"0`#M`7E M5+0%Y51U>`L``00E#@``!#D!``#L75MSV[B2?M^J_0_>[.LBYOTR-;-;MI/, MN(X3^UB9G?.F`H&FQ`U%ZI"48YU?OPU*MN58ED`2H*184S6Q30*-KV]`HP$" MO_[/_20]N8.B3/+LMW?F>^/="60LYTDV^NW=GP-R-KBXO'SW/__][__VZW\0 M\H_SVZN3#SF;32"K3BX*H!7PD^])-3[YBT/Y[20N\LG)7WGQ+;FC_W42Y\4$ MBG1^\A=$GY(4:9:$+$F=+'[#A]\B6L+)?9G\4K(Q3.A5SFA5PQE7U?27T]/O MW[^_OX^*]'U>C$XMP[!/'VN]6D+\11Z*$?&(F!:QS??W)7]W@DQGI03]9"OJS$4%_ED6L`8LC*Y@ZN\ M+#]`19.T1#P"UB_C`F*DAR(P'=-:".`_FQ*IYE/X[5V93*8IRN14&^@+FC)+ M"?)GE+K#_^>W%#"Q36&*J$T:U&I82V2A8'%?XKM(U6N0@P+K-! ME;-OXSSE:*P?<02OYM)<-2.GA1'A7[0)EA>6C'T.MT>H3>TMU;4=7%5@.E`5Q5K`\B2O!@`PQB/?X5B(AIMPH,,`15@/]&D M^%^:SJ0%_%H%%6#0^/+T#C6WB($_42:2._/&1M"0C@KH3U._A0;E@&ZLI1;6 M9UK-BCI3UAS-&EXO_.-'ZB/.L:GZ9 MB57^Q6BR?+<94@,"7<%^I(68W)8W4`S&&*YL!/9:8=4@SI#K#TDZ$U91/R@O MRW(&7,:Z6M)2S<*3#XIE=K$:C\J[CL]IF;`Z48J(@/]8JPV#2EI2S;Z$XVVN MTAD05LSG`.>009Q4-SC[W@)G0P4=8,XF^0QC[UM@^2A+_@7\,EO-$4A90F>R M.AA;9`BPV<6S9K%X%X):F,G+JL39T:S`@.137OQ0IG[=FJ_FM'6P^`%_RX"O M/FHTG'>DJ8.E=<\^S](J6;XH_@":5N,EU'8L=FAC)RS?B,1$GNGE>4,C.IFN MI^4^2C@DXZVW`;XEJ8O)\"JYZ<:;%NUUZ'4N1T,"(3$VRMI@/8 M7Y",QBB29=H!8R=50U=CRKVP]P6JE3%&&6\;R79F;/N*A=I5B`6U>K&LK#Y# M-^74:$D/J4%XNU M,/'AEES$UH&>%E8RFL[1]Z_C=6];,]2$J@ZVUC[[88FU+7,M:.M@\7(RQ4:! MBQ7LUKQL(J(%=%9!@1'38DO+4QZ\-7XY>CI8:=:O-R"@`^S3,I1*-V]$53-; MLPK'HF:K\9THZF!'9O3=6JTKL-_SG']/TA3#1_0NFHT2I+X(HC8BDZBG$=I" M6V>3O*B2?]6AG?2G4YVI:F1KPZM55")MG)6@@N7N+>Y&'/6B5E+!%7:H?#&L M/>5;],FD2;/[()C'E\W&KWZ:WHV`'EXM-\]K-AB)UG8KAOY\1[+%W8JC!S?9 MUM1N!'"9\5?ZMAY$TKSQ70GI^=^:/4:F.8V"D(A/I6MWA;F8\7VE]UL`K2FG ML.D/^$M9U5OY/N4%)*-,?&B29XL/-VX*5,W]HKB,4:@@K)"YCW&\^,P2_Q*[ M_<7T.A-[OJ73LVV)*62B46N7MIR*?+#X%G>%T M;^6$F69\*&E$(=.K>_-C$)OK\/&Z!8N&?+:EJY`UB>[QU=(*8?R9%8]Y,'RP MU'MYFZ=IG!??:2&5;>M"L"LS]4=>F^$]+Z*FP8N\F.;H`&A#<<)@,*5,JM>0 MKJT&YC(QA='19#99_2RNR>:S=J0T,+#L<[*1"A:DB*EA8O7\G/ITJXOYM`"Y MTPL;45`#]Q8%LBY/+8/1D9JB.OF5$%S/0`>-TS<1#B MU_S3+../W=)R@W)KIKHUHX/Q1N%U$P):P(HO&ILC7*VE`Y9$#[.]6E=@U\6( M9LOD_D8HZPJJ;%S&D#:4[PQ%',J["'[%)HPOL'DGV>O%U0-Y/F5>G&FQR`A< M9B]+2\E1;1OJ699PC6V5E("ZRK-1?5S`8AZ95%)>*U=5!\!JVWE[VRKI`B5M ME=OK=H6(HR0.F/5.;;$I=;IUU^BF"CK`R,A*HIX.:(V&_28$=("5\-3MU;H" M^_N,%I6X2V#=[O`_,SKCV#/PC2";D>@'L(S^6U'J![Y<*0D#TM=<5T'<0GW9 MP`VV//]:T*RD;/L1_]LJZ0+URK<5C;H;1;1UL;A(%BCA:#,I?0R,:#J`XBYA MROB0H*B+G3K:4,J.%$5=[-2G==S"=/E)M!*&)&EV96D`H^7!.K^#2&!,QPE; MZ1\W0I>LJQGBP[:G[:)N0T@S^)=3OZ?C",_X_\U*<5!-E%2 M"N`T[&E.=E9511+-ZOS%U[S.>_^15Y`^KIE(3OL/B0'-RGI:[EP>+5@OY7Z\ MQ^@BH^D%\HK0BWKI$R=2]28:9<:IJFW=(GK\('/5$-9%7N?S)2D5PNG2[6FB0Z^XU5]`!:_7VY)K8<+K_F#[D*[#!0;&CO MX@@&*5O2TI0>`3QN"%BN_]=!P8M2[;EN15\/J[?E[$SL5<+IPGF]-%M]0.FW M9TV*GAY6!K3^+NTAJ)A-IM*;B+H0U,2,>'HVG1;`%L/UK3CDI%2BH\:T-;+X M\FD]J,ROXQN,19:6U)'5-FUH8OFAX14WZ<#<=FJ:V4`/4B&\F>&-JZCZ(%G7Z@/_Q4@/Y' M4CTQT'*A4!GU?MB4IFN')5]0*4,91&%-;" M94\G75]AH651`6\3\G97>L-]!1D7JYZ]-+[F5FYE"#I=JKTK%/+W7N\,8;-; MJ7<%4_[BZ%TA['Z'\R/R&C$!6M\N+!-@Y"QA?BC/6L6GE1]\$]R?N5UHM?UU0H`5[X;"UBH1V M+,.P3YE+^L?."X\O)+OKBLX"ES MH-EQML$8@A$:KNF$!$+7):$7&<1#2(0&C%FQZ9E@!>T\R#IZT'XJ\-!G[:FV:76109FB:CEA\Y!`+'QI'><8D=XIAO^Z''(N9ST_1_@A"9 MEN-E3NX.I[!9;U)^V?`0S90%7N`2B[H1<0SDW`GL@'#P?<]GGN'%]EL)C-L8 MH'9!%R3$H=Q MAM,'_-/V7=>)'2\TS9:&?7CQ:@?#WC,='=H@^K`$(S9V5>L^-=/LXU>IM#XB'A(*`IR/>A&Q(N99-CH^=6D[LW/>HMEUD.NA=:4K1\[VU'FN MM#@,3`B8QT-BLM`F<0@&"0WJH[HLBX');3=L&4ZX;]%N]T=-A^8&=5[\*3_1 MZRQ];=O#,(30B4P@CNE:)(A-G)XPC.=\SZ"<1Y'OVRV[=._H&ONAL!4G^?7T MAQ7J7I>M5X]9N\K+ZD:(ZJ=?MUXYB$9WZAHPR/0\RV0!([:-D28+&;(7&R$) M'=MG88@3-G/KS&#_97JHZ?] M\XW5&&G-W8/][%QZT3Q.:8P@-CBR'U"#`/,98;[GDH@R*S`@-,TX.B:R=^,G MZG1V:-XBSMS)T,CF/;G'8WM#)V#,\&V7,,.RB<5]G]@6\AM:(?4]:AO<-MOY MPS%QO4,E'9H#O,65G3>98M]7I;V=E9TWF2%_0RL[+^YXV>7NYQ\1#(V(6Y;A MFP1U28G#41,FYR&Q8A8%)@V#@(?']/9.NE.U:CLTM_E9%T3]HUL<%T3?TD=] M6[,SY$#\8)]R^MV4=&A.\/+[N1U\][(9Q#"V?#]T#9=XC&,'%/&(8`_D$-^T M`VI&,43LS23\]_&C%^7J.WPG^KD_73Z\_/]AN,U;^73Y^+WE(:X9[*,/:?[> MOLI(I8^7>9U`,/8CV,# MXI#8(1I&[)DA86'@DCBT`Y]941`IR"0=O68_5'=HCG.HNZ7W7[+'+;G[V07M MV9K.<4ON#B+;E8:'E&.7;AH686(SFV=$-F$!9\0-?8/:7H0QD_-6AN=]\PT5 MVCHTWWB+^P\/+]FV9YYR:/L/C]MECIMRC]MECMMP#WT;[OXL0%P7V/7SG_^H M]V/"XIBP."8LC@F+'28L;@J8TH0O+WW%\O74M->.21K/T+8AB,$Q2>1"0"*& M%A.$-LK+#2+PN&%9M.57EMQS'H=M"JHW8X!VP,?);"=;P$F1?749J,%FK<$=Y'>2W>/);K MQ=8W"0O2^#(K9PB.P46>IB`N-X=S6HQHDHF+1D<%0%UU,"N@FI_G&:^S3E!5 M4)37\05V3TFU:SZT>F=6YFG"Q66DYS05@AJ,`7Z\([:G#-O6R>=RD(I?'3H@#+LZ$8DZ< MR(@(!9<2"$/3CD*?`;7:Q2']Y(G:J"57*Y`^`M]ESDC\6,D;G547V#^(>XO% M;<:P0>E2]8/J?*U-F/?LGU84F# M<5Y4XD,C<7Q9N8@0-IC+NN+#T`,'^V:/^([C$>R*3>('/BRH>4A MC?UD?]39A"+Q]-.%/)[8^`6J[3'%VO)#DYJ^PWR#1!1\0D.;D0#Y)7;$J.TZ MW&*NN\\Y#I7=@1KY]*'[QZ,*-Y^MOEIL2`V#NA88).`8?OFFB_9L^"&QF&<% MC)J>Y\7[O+5"G:8[BJ4/!6]:*-GNZA*UA[9E^=S%:(A%(2R_4F8,>:?5H)5_I_<;\^&JQ84"Y!S0*B6-YXGMDAQ''1L'%C#&( M&`8Y1LOY0S\G7RG7>UNQ]*'@ET?$R8ST&VIA+&.'OA5Y)#(M2E@0,>+R&`V9 M\LAV;12;U5+]P8&I7ZV4^K"&Y2<"\2)G3]/?BWPVO8OADF@9S"$91.%@&$!&+>AQ_"SW'P^'2=H+]SS-T2EJJ$4L_@<0K>PPV MSR\V51M2$RB-:8S^Y$8$<)9,`A=BXCB6$T<6Q`ZT[!WZ3"IT,@#%\NG#$K[D M5;U.=Y73;.52"`0L=:RQ3/6AXS,+&,;1W`ULX@+#?RC#[M8)3`O=(*)QRS.) M^\PY=+(,37(Z?LZQ=YK>\Y/0GS;2/`;!'^^7<8N$IF6JX^09&/K4"ZA/NQA)3LF909KRP]16B&S;$I,,S:( M8_D8#%/L',,@\+CEQ8$?'D`>HI/V50FFE_G@R@[,C`^JG'T;YRG*NQ0Q;;7I M'JUM58<4PIB[X)/`=TS"XX@3RS&!F#@?`N8Q/_!V=-B=W"&`J\<]F1X#P[%Q M?(\""WMOYA*.,SOBLH@Z+#0L.VJYC[Z?W1EJE?7C?+B3H'HV\^V9LY>%AZ;C M^V!8G$0>#XC-8X^`;[HDL#TG!L[`:WO;2N_J;Z:AUS7=7C1]YKG$!E\)C;\L M/30\P^0>=OZF:_N$V3@_8SBOQ^[;=$S*0BNR#T7EK53U2LZKFXAZR:8SEL^R MJKRA79,B1%2[`=-PR"F%X.8JAN6;QF!N]^)3L4&H$Q* M/=E`,7MV8*.4&:RO,S1Y8.,$7\1J#B,V@$6H0PUB<>PN(\/P?:_E]T+]9#S5 M6X(R0?5A#!\GTS2?`]Q"*O:[-S**K76'V`$RE^$@&HO=1+9)L2>T(I.$UO^S M=Z5-3B1)]A>Y6=S'1[II9EAK&JQAQFP_I<7A`=HM)$REHIOY]>LAJ:``G:G, M2%&L&8=19$9FOGCAX>[AA\(HC8Q6]XRQ:^/T')@<8P#66$,\Z[CO-#WRK"$[ M+A(S44DR$%'7"G$>4)`NGAR3-DM4JF]O[3;>U:%5CW8XME9-3W*T[+ZA%SMQ(U%==^G$PFV0H>)HYV1Y\^>F>MITWU1K/"74B M8SUK"<%%64^1-)C,"LE2'5WI69Z[N6IR$0D&A:A)>/]W+IC/PNS58KF>B]5J M.8MWJZIMOUG4#R()1^#2J[Q]/E_A$F\/D6:8!W2$NI,D12'[*,#HA!"LI]TZ M<:.,=%CZGO0UES+#.[XFPW@:AI[%MDX8U`1?(#A#!'3&@R,C$9AF/J5(/[AN MG]D4DWN47SU0;12PO#GQ6K_QL=2V'5=WM`AM+K6%7\W"4,D64&0O0HBQ."Y9 MYOIHE;KK8LMY4_5]#/,`$#7)CEV\?[^8GS3OWU[:E9*9]\[78S4'RG()$2,# MP>FO*+7A^:IS%@>>]`'P:>)+/$<'NW_'32TO_^ MXLYR;Q4CPSQRZ<@LL\3K6O0J)%5U+LYXZADI\,!Q-F:/ZH%G?Q"(&CG7[][? MK=U[:[.+Q-:');[#^>WL(Y*.M'B/OR]N:\S+R_(F_'W8Y7[.2)W*AD6O(P01 M/%F(.8#%0&BG8+FKV=JNI\NCC6-L:'DQ.GQM\IU783;'_%M8UN(\MP^^ZBF6 M69H=3GX^=G.G%`MI[>M(E2')@THR#6@B8@6A)I!J9HA08K>-7W:WZ"FS1`3!] MP))!R_/MK6:U[S]>A>H9?(>K&3UP_`I;KU?T9TT/>5E^W90#?#[?[UT9_S5J MA;-P^^[9S>*O:0I^[:[+\@J7LP6IO:DJ0O@4-W\?LB?/&*93)CK:^P0QM6CP M*"UD53,OHM5&^113/.K('.E\NA1,Q(W[8I%_TC2]G._^N$-'U6<,TPG.Z9M5 M`L-(SO,B0VVO*L$8LC1ET$F5JZXV-=[4?WN>/2ZJ35*_<%5?]-5R\7%&:_N7 M3_^ZK856G\WF)!!K.<1:'G%S6KLY0Z6??:D1>H!QEPW$Z^<2K/6`'^.1U-2]MW7% M2D$J3`*G"^FL0M8#?^M`8RFVKC[I>_H3VTBUEA/]?4KKD+BV,1R_O.;#(("# MYN+N6SJMM=,:$8PM";!6"%&)%4B29:DP*XN7RZ(QG5$34F=`4)L(GNW+/ELL MZS4 M?J14&@7>J631UGW_>]W_'U3K/E,\[1FER\4*]%K5JJ>6%E=B$`4*X*%(B1B- MZ)N?T,A]?F42:SB<6VM/#Q;-V@V\`\$3%:H31NJB4S$)'FG!88%8`@.,G)%* M*X3D'IWL&W'6Q@=_)3K6.%!/:$YNBN&,8$Z>.'!7E,W<^^J%M!FD(4U5N*1` M9U$[314?14\5KLUA\M3FY'@XM]3JWBRV_65>A.7_XMH=_AK3W?*H&#SE_JY( M'4+@!83U%ECA!CC7!2RILB4888WM&9G/)]UT1YG[/;K=T`BWJ:;R]?I[/O^Z MR/@!8AV[M8LAJY`\`_H\#49;6L]NDT.E)8^B&'GYV=0CY=0(X+;6WEZ'VM9G M!J#C#IIMHP%HWL6VAZ6@-T MDKWPA1+MS\>V88&>A')]^H6?/D@G+7<\U!1[;4@-Q9*@U*+W M3GF&022)K*=P=]V?&&Y^NZU1>W4GO]_9WRS#_'9; M7W+QVRTA^]>3VZ_-WIU0[>#6T(_H$(L2S%@(P1(NOCA@*5B2^UHKY#D&[!E6 MYA\M\ZY@$L[DY;-M"-#%6D9O"G?LW%,O'+'C'!6!FT#QZ,%X M0MUZ6HB;#Q99J=!3WG'V6.V%]I@/+?SJ>V^6Q9O%SK.3`:5@OV=UI/>F$H0! M$WAM!:%K/"B[!RD[5*5O/-JD`6D3B\-FL]$X'.GABEP?"I_&WYXC==%E4F%\ M(@!D!JN-!Q5L=3E%QK)%K?HFQ?#'?_(P/MBM'7J[/=M/9Q7:>;Y]N239O\DQ MJN#]B63CSZOY=2SY>[!G=&B2*XH74-X*,!@M)"4E!.:*54D)='T)^U.=9+2> MA=9,_G5Q"])(4=;@!SBU8^10_+#'--E,WST_>UX3@_QPK3GK@KLYJ*T*0""4:"Z2T MU,HCM7.-2S(A`:?Z)D-,:K6,,LW?=7X9$M8V]-D859MZ$6_"W]M^R;_@',O! MV@M'[NPB5ZA"-(`TBW2JB'5G M=W`^RL!J]U]S>8VIQ\FD<>!M%*R[K7RTW]C=G!WO,WD/A_->.'AGO>,AT81D MQSFMPUB@U.IN3-KB96::]3V>U9.ZW5JPP_!P.E3A^DTQAT5)A(ER7DDR`K*?M2EZ=S MUBBF4^ZY6T\;)M6">:/"W*2\VXYLH/M7OO^$`S0[Y?;.>5>DU8XL\-J5G998 MK6ZG(2K&20/FPO,?,C"J!<%&`K@%M=8JZRZ,MD70/A=&.\"OD\<@D`N*(!B@ MUQZLRK7S!->0$L]*94&V6,]@3__8;8XQ09XF3?"^:]Y))U"GW-Z59&4LBM:4 M3062\PIB+316M"'4I4\1!PAV>J1";"2$I^%6M7CF-+&'HT(.WM=E$5P)K("2 MN8#F,H$--H*OP:M,JAAYW\/,:3.:IV'39=!.0Z-72_P09K57_9D\>GACYYT, M0N@"3&0#V0K"L<1`_PR!)8W.E)ZE_"<.)IJ&2!=B.^UFMVT16\^_OFL5VFO[ M.S1@%XK+J0@'.L8("2T'CEF`XH9$M]`I]2[Z]^B/"YI!/@TA]SW-QW\>,"K.UU#XJ):O^Q[' MLYAWRH!=%"KPVO&N!)'`!-)^:6UZ2*)@"@G1N-*3A8__;*`9YHV"1LIL=>0T MX,M%'6FC)*JM`VDDC:>8!A&R!6^+5@*E8:DO<]QCWRXO@K$%&5Z_"TO\A2B= M:^\KG-\>"WO=?4,7@@TL)@W.)!*Y,M3OM(;@,BR&[!BS?4GRZ)WV@T'Z@#"C MM0?:V0/G87^>[<^^ZA#T]6N.W9GG^R9N>Y[?X-"L?VN_DQK2Q:BMBEX!8HE@ MDY6@F:8=IE@3>=`8P]&$KO9?O_^H_#>["!\S\<^^1AF-]7E1U]= M\ZZ_G/(/QN-S'M'Y5(P/B*!K^5=T.02:G<%ODIF?VO^?*;>*J7\Z>XG'VD.?I(*WA(*NM2I%0%8K8`5;!+TF4&H$(K%TE.G:'/D,1F=FV+> M@LD[OO$$2AZXJY-6(\ND+2G'W:;36)"600B9K$F3@L.CP>?-O[5/+]Y^^/3J M^HN&)32EFM[)@SYZ^_X+I^K)36\SH9>- MYO6+\G%@K7UU75<"IJ08\2IB`(-<@I,Q`VFY*HF[CI&^`7+8HF?:Q;@[6]_KY:!YF,V#\M/SPG(V[,WF1&?VI%E6.O^ MU>!<9*""%T#FHH.0H@R92ZG=Y=V<1B1?7\H`#>DR+JFXU]SS/]< MK/#F!,)\8S.N@P,UWY5%VJ.D@2E8E'*6;3'C[BFI$^_:=H]UY=C5-G6 MCJ7W-[FG%&AS&G'1-`Z,S)F3N/:F'9#8WUS1173:(4M@DY8U6X),(!O4YH6* M-$)==Q_0"Z?J4C`NF9VZP#=4R=NV"?LJ;A^_K7."%QUS`J:-@UK3'GBM,+-^ M=3*BD--S4I)#\?C:O9576 MKNMM=;+=4WWN()UU06`(@3Z&&0@YU70GEC_W+Q`N]CPO:^07NC:5J\DM%@NJ-FQDC,QTC[IZ:VTA6PIELGW3QD85+V-/ MYG<5;0;#KPE#?J!BJ.-J?JUYTK+PZ4XEY`%3]ZL<#R[JM)%"^91`:BW`:R>) M4+21;K9/SY,+/5.6QU44&\WL((@U"0(_"81#0>$G#=!IQS47H8`-2$9.E`Y( MK=-0B(DQ.YY2[&D#CJN0-I8$HZ'91RBL>7NF6;+_GJ[RWPDR=E6($KQ%10A) MO<4E>F^.AR=,T9BVK<@8%,"S73[?EZGZ)][D-XMG=_/\.1^"7NGM,KS?YPN9!-[&XW!]]LKX,]#^Q&Q/L=*3S[[V M=9Y72D?KD@`5ZU&C=`JD(9B59)Q^91[B57=_N#;VC8U^&^9M`#BN^WQS99>P M(+>6A+VR$3A'!!+7'H15+#N3F#:7[W`_D_-E.*#;>%A^JC+$/R$/'U>)XNMO M.=&HO,"UTNV':DAQ7PQF<:]@;M`ZOHL>OK$3-EI5-$),W(#++(+(+D)Q)5H; MBHY]^\"V*4%PK>0:'/9V5L$YC9;V=0&2P4GTCD'R/H(VNO9@+F2B,V:4C+8$ MWM.!V>B@;-``MB'P:3'_7X6,7AB"?_98G9("O1<&:&$E$)@UA*(0>#3"(1/2 M7WG0_7`1MRW`&RNP_BG&U==/&BA&O@YXBK,1HK. M__SD"GQ(JVWLPR^+>;[](RPW[LD6+_#L9K&IF?*1=I6W^&=88#+LL'[T-/&W1A^7\S?UNFM[[%NA[IK!=Y^3DW;E*58 MO0BKK8/TP#YQZ="=2EHE1N9>R=R#3[_@Z;RS5]X\Q%?D++Y[E3(SAZW M`T4E&.&U-.NVK%?=[OL'XV-/S*^2D<\6=\LA"5G'ZX0R09-=`RDY!YI9FIAH M%2B;HV2I)!17'5#S8_&Q)^372=S(PV_2'?;#/??YJO9ZM/S M^?^Q=VW-;1M+^A?UUMPOC[(DGW55$GN3LW4>47.UN2N1+DI*XO/KMX<7BQ(I MD@"!`9SLFT0`C9Z>#]/=,WW)B^4:3=MK@[SXUBWGB+&'3VFYJJ5?Y257.,2; MV=U3F;35#P\?'AZ>4AQR`E_S\+SS=OU,[V-^YQYF`6=AQ5Z*KY\::*1@J;@T%ABJ8084NG!LIA`1A*9U")F.5+-Q+,^],TP>EEV=VDUQ%L7 M*$NE]%*)H$+^O.$.9(C&,T2#O-=Y>E]T(I5EA\3V#F"T(X-UVKFXVT`%^"GE'D66,1_M=J(E+/3X\.CFQ=G^C\+^I*ME*N MP+K1B;N[7MS?+^9K[E\N+<\-^#ZM-Y"NEDLW7Y?K.]F*]2+BC7#_)W#"R']]B6E4<.%;Y#)>8H[W)Y@]LA2T)I6([1A-I7= M!I$R,#1.@*.=BX:+5T8+34@^J8F&DI!^DZ-.`;4+)"=8J?NE2O_O##010G64"F=STA[>M-':E]`'T_,'=.+UEV*1 MH-#6OYV;'59;&Y9*0>L^+T_E1!5_::4`]Q]OF'14>"Z!*25!EI)8+/,`B6=) M')4Z13>.SMMG?V]R6@U^[^DF,>^#I0IR<@Q,*/U!J2O5/P45AEJ>NFZUCZ:U M+IWAO0J80TBQ3M'4/=%LL__65_)G?W^&7#]\1XVY@XHS+WV^,B_.^GIV7XXA[2I@K@>+/Y MY]<4'I^AM8GBZF@-[=7@W\/M/Q>/[F[[TO=/CT_+].K5!P][NA!J2AXG55Y" MU`0M41;Q+R(U<&TY>D^2V=,U;VLIK:,C:9'R=2'E)BJ+2W,JL8")@L_1`3J? M$F@@T4@M:9*3#&6I`9&3ZFYH48]C3QT=U>DTKVX$&^6R"`53V"%C(QR M09P\Z3./5&3_1\!@1QE/%(4GTKDZ4FQ4L,Z[&$!QU`TH(P.!:`V.1B'04;)2 M=,3@X(7[?P`,=A3Q5"%X/&&F(\4FE.A*&@E8+B(P+CSD%"Q(9T,@)ADE.N84 M#MXXX$>`8#<13Q""923O9P\XU65<#__\DI;)E1R@_C#YYBL:%@.5:,F`%Y)! M,*;$':,>D2DFQ:*(,G8\ZQDVJ6OZ(.U3YC4W\BJ'=;P*Q_F86QXQ5>#HE_2X MLXLY*#NKC@,#DBYYCSB&-SM25'SET:N;P]E)%&4ZKW''@;N;H!BE)`A@)FA( M)GE@KI2_,E8)1;3CIRV`8<9V%`2':J4=NK\4VY4TYHQK*!-`K900HA&0HF4D M:TUQ,9OBKE=O<_:Z^%E/4JJ29=.Z-'C_F-AX<7U-XK?RO@7I9(IO>S.:K*62EF\9R[/F:^ M]$&&C_-[,MB@.]%&TN`C,VCHVZA*)&#A./JR$!.JN20AG(P_F(ZD-J&.@PCL M!>U&$71#3#!@-0M`=+1`4),!SSX094+DNF.>5Z4DP4J0.6OU'U;PX]D+Q\?U M'-XX"%Y?DV^4,5%R04'H0-'%1\<^4$T@<,6U4T%G1:9LB?Q`D.U!]E-%[7E9 M`1=2;@S)B60I(&B-OH#A"D@BME31]DDI'VPX&3$P'9FU2JCHYP4-PHUJ;2(H MGBGH58X4`A\T0P%F2R(EDZ[H7A5!_6FIRZ9@JA_]\WHV'(8/OJ-A0F0=O0<9 M-0.N"(I/6@<*91@9(TSZR[,M_A_&O<_"L,YY12=\0&?[>R#SS\D]/*TS8JJ] M:&V8H"^_,\^;R_'JN=G-Q_FOI$^:?<=K3[/>Z+[JZNUO\44XVWB^6Z^9'I6S( MJ7..`?B8N[MO"/:/^=#5VMP<_.U5,ZK:/*W[EZ98&F_5?_FF5LRZLLQSUF)M M/NI\_P=>_%PF<@KXW.%F==(_C:8QJRJLSUS^U3TF"XY*6HLP5F\6W2:33L M$BLMAZ;L'5XZ8:\;7_8CHY85S#8-#+]_4[N5358?45GJ2GC,Q_GA:F5M"#0A M,!ZLY>"LE2`XS9`U-^M*6KFT+(L=M_]&F?(.<[2H)+?^83#;-DYQ\W@T`NX" M:LW5.V3K5MX(8=259IR06VJY9>+J5C%%KZ?L9M<%1R\"K+'7@$[G M/Q:+^,?L[NYJ'M&VQZ]M5L3TXE"LUOO6)NS5_6+Y./OWBNYJW$/:U$>X.7)I ME\5-E_>)EPPX[BE(/UXKXF.IHIKMW@ M!(M`2L$+0R4!%;G5,LF<1<>"'G7,[&X3L^A7)#5LHRV/VZVLJQ">[HO4=Q>I MG\Z;^I,T&B8DCUH&B$IP\"XB2PIUNY'2>L&"3'S:A?E[Q<40\AK*%KIL29Z^ MOMM>FK!^^X!O/FQ#3)KIE_^/KI5?,X2NS>V?FW9>9VCLAY.;3'5&OU)-EXS_,($F6"^-CQ*H5!1RT!P].9E!&QU$ M,)X$->F"Y/U/\U[5YX'D6&E#9=\UV#ADS[ILUS<[OJ_2DEC##.?*>`["J`C< M,`N1)XKV%$O<,R*D[XBN2F;$X/"J(M01;(T!MU_6YZC_='\.3_\&_WAX7#6S M>[]8(M[FUXO[KXOYMLDCJL<_U[>/JRE/=;MYES*ROS.PVS\?EPX_I=G<+;]] MP$_@X7!_DZ,*9K"W-B$HD:+![X@F`L*5%BXD&'#!'\AY':?DJ%LBUVA MY9Q"\9KQOU_1'"HA5/,PNYN-GQZYY>P[MX6_0Q(_%GU^-I%&QN@U=1E2PIE) MF@:PRFC@*K,<`DZ>&RO]\>`@7L[4U>/[A)^GNUM56T:NOKVXN;6(6E%OI"QI M#(J@G4PI,%Z.*[-2D(W6CI&#)>%EYHYM__5!OE&$)!H2@ZATA*`X`QL#`:H5H\ZY[$3'Z)AA M:W].$)T#R'HJ*,4?UR+]G/#'B]?*U^2:;+VQ`FU2H;D%JA)^R:A=P%IBK7!& M"=K131BV^N<$4=B#;*>"NFT3HYN$W]`R1;QIO?-8\DS6$[T-7+L0D"W>U#CF M%$H472)-:I@.R71=D+><+; M_%W:1%\^-ZHM1QKXR_JC6QS=\^__98T.FDDN$J0L#'@>,BA7RKD:H7$B2W/' MCAZ0_KNMF(-+?BIX7K5FO(K_\W1&G<,.Y!HAI*8F1RC5#$#GQ"'S%$%X2:T( MQFC;,??(_-TPV8-L6^8G?>=J=F0#ZYFAQ\6>@;&I$G@P7ZDWZLT[*0PC^DJ) MJ^O;&W/-;F_0ZC;\R@KY[IWN&'5K_PH`&T_,%4XSJL0`[KSOTW+Q^ZPT?-N4 MO7Z_6.X>_+QQ0C1^/`.RM]%A&\9/'D+N/5&J]?)D#8%@K0>II`9M<>WAA"C! MT4UP]*0[-LP8MWAM/]833S:>BB2<5Y#PRP;*HX#D0@2FC+4N!^/MY8U>!S]5 MO7`N]ZO]]RRS2JTG5EQO#ENZ0^4X@<;;P`1C!G(0'(K9!U2$DCPL68[XE[8G MHVW&1$ROL_L&'E&[0\.IH$$675->G6>T7Y-.DJ@R=)'JG'T3%L*,>%JSTH63^*LM`)R/MJ. M!8OK'#U569/Z%F$-`&T*3[8'SO$'&QV%%MSIDK6GP!O/<"T.#(C1WCM"LDH= M`5,SF*Q?LZ=WD54$R$;A=D#(6T\V(L98COM!,5.VN0(..GI<42D5VMJH2#C9 M"WE,.Z?/Z3R,E!Y%5Q$J+]1I!\``G!0[5(&E61(;,;-=3S;I;*MWA\8;/,HIL:SK&WP>XV4N??RZ) M&*N.5'FQ_,,M8RL(ODT%/0/JLJ`<2C((%0!M%T9ET5B9FJ>P::U1WIV4X MC/4JO%%`U+ZQW[DD&N%EMI9X,)I($#DY,)(R$)[IX+B(B<@I6RG#PZ<_R8V" MG?T5]M?TD):_EX+AI93-\LG=O:AA?K-X\H_YZ0ZO+9Y:HNSBES4^4\8TSIHS M3(!,7@!31(#UU#NNI0ZZHYM5)\QW#)4YO(Q'0>X9!1;/P>01,HTF.GN6+5!O MT+V@0H".BH,QR7@MM&9=0WSJ!.H.C[9^I=/F__X:?'-W3U^^[16HNG&V^UTC%X7.NL`TZ,!*LT&GS:HE0H]=ITK!E?)[!TR`GO M46BC*(B;M)S][M8!:`^/RZ?61O%!`HVS5MC@J"$L9+]KC.)027= ML5Q1G;C/X95"7W(;QR,OL:BMG._R0.,DRT:0#&@]9;`6/P?M4X"I3K!F!3^[HYQ&04&K_+!SDH^LRTZCYPP/2%'N:9P>9*%Q+)?[8U7&A MI$Z^S?`(Z45L(ZF:W4".=CIF]\G&9DI)T`S0%!+@T4@&FUP$%EEPSDOA.Y\^ M_U7VA"^6V"@(V3D`:GGF\O+)1A#E7!`$)`D15'0E5)XJH"C+*!/UR9Q4-/4. MES9'>2W/F#9/-59QJYE7X"ES$(P/(",ZE,%%CY"QEK))UQWO=2Y/?1<7R6V4 M;P(Y?F[-VA(BSP\V1D@F1=E?=2$##\F@CI`*@HK$$ZT"=Y.N$%8;)1>)KC)0 M=D31:BG9?Z[1^"T884H!5LN!&/S+.,.`,)0F"2ZPQ_%IN?B:EH_?/MVY>=D'+H?=7^^[ MK*UO4D)CE:B@.0H@!P)>,0EHDAB@DCG)B%%23;JZ734H]2G"\2#U'"/Q8;Y3 MUC;%JYQ72=L=EN0S:#:&4$)3\A"=%N`$U6`,R^!"D"P()XSLN+-2/9)E6)@- M(\PI`.X28#TTV47F"3=@M,>WYYP@.Z)!:^&YTLR1KKE#U4-/:@&HB]#&`TJ+ MDY_73S6$9T:SD9!YQ*_"&`?"H=DK.4TV<5JT^@\2*3(L.+J*:TP;*'UULVTP M5?LUY-7SC3(I>U882.A,&U;2+D500!R/.GM2*GG^(#$F0]L[EPJN0MI'G18V M_SU?IK#X/)_]>R6D;23&KZB7-\'*0]:)^2FYAX'&N"9]O5A^72S1LOB()D9( MOWUU8=#"-^NWKMLB_SR;S^Z?[J_=U]FC^[_RKJVY;5Q)_Z*NQ?U2M2^.+YE4 MS2;9V.?A/+%P3;0CDQY=/,?GUV]#EA+'D26+(BGZ3.7!B4,"S0^-1N-#HWNZ M^I_/[F&U>IWRILY3>7Z6=",=3H\Y_BR'IHC;Q[1X]O\[#-7QC5=.46^8U^`B M,<`,38!VFT%(2KELK,U&GX8$V?]Q%\M=%,BKWD=S%UR64:)]<[Q4?15@J+!` M@Q?*<^;3R*\)#ZP"SZ_X]03R('="7R/[_M.*0YJI$@_1*$2"IVA`2^U!*8W0 MD\BXX20HUW+S,19U.WB\VVA4>SA'HU@?ZIN_FG\F-SO.P/_44F65EL:C0\43 M9Z`)HZ!+E)[.!+'(5!,_ZB/4D:C748B.2<.PS]25CGUOJPHJX)*!&SX=R\&3 M;C1:=@RD8U*RR7U7MNQ[4Q5.+V8)*`@DZX7A>;K:R(I.8 M:0`=H@:?K(5(54"K[[(**8:LC\_/V6?XT^CIC4[![XOGWB+_CVP98V%*?Y:H M#>/WRA:J$`REC%+()EI@$;=SGE`)1`IJO?4YV+V+_DDQV$]*'=90Y3BS^">` M*BE$<:(2A,422-1$:HRR-+>\"SD,+=7+R#<#0SK$(O7*CW@5.75P6U4D49C" MGDB9-`2K`Z1@(L2L/1=)2B9'G2YZ1&IV%*KCTK37D%0M6JN\)9$GZD!$X\"I M4`+I1`+F@E72A)(%9E&K))`Q#5XU*VXZ!=5S*]@K2ZO#&*BJY49Y)X-90M/8X$H8YCY): MJYV,A.>6L4?#T%;C4K8C8!V1LKV*O#JXK2IGPCVG&9P7#A0O>:!BLJ"2Y49F MPT3;A`?#T%NL+@K,. M#1P1^_!$JMW7_'>^5YD0\NKNMA6@E)<@\)^@J46/ M1,:D64R4G"H6][`/Z8:>_J6]BO-H-$-_J9PU@G#,@$+'#+>&1)DL+1>\943( M>%CJMNK0PB/M`N"Q[']^?$MGU/6V)BO%M+2E-%+VA`%+/`$5RN%^@4N=+95) MC+KPV&A5\"B,1ZF%7=':VQNMO$&?0#`-.#?+77''@4M6+N$I1E,B4:26!2'& MPVZ?2A./07F,NM@5Y;VUS8HG;"W0`#S8#-R(""QH#U8ZD46TE/N6%;#&PWR? M2!./`7F4BM@1';ZUS2II*C/).!36&J!>7L>6J.\ZF;SR=YDN+9_.S>3:;ER:MF=NVFO=Z]WB/6T%UO M^]UO:1IOFJME';_KV;KHQ>#B?72S(L#]X$/RL5D,J)<]3H-/LZ^NGOQ[]5KO M'?0Y2JO,*8\Y(4JENB?'2SUW@X:TJ<,J]1,V]2F7$HQ-_1C$_.O3)R5@BS0? MF[K93-M'R=9\]JXU>^>+%?HF6F29P`>JP$3B@47C(9OLM7:Y,.&G(5B?)NLJ M$F_"RG=\ZTNO5(Z):)AWH)@G)4,3=NBY@\QU]$DIX].X@WD[',2F-\SV>+7/ M"R&=-_/%\^*"+V;QW/5X115WV:8(UA,+)#H/DC@"7$LI,M%9\I9AC0-1D-T/ M;\=X#;%AV;9ZOG>3NEC?'9-^UVN5$"9'9TKZR%+PCY7TSID$R,&@.\QPU^;W MGA^=E!+L;^)WC-L@6]J"QLTW5]^DVY)5:?;PX?;.369%M8O8/[G;Q=5=-(AR M^;:'']^X;ZT\MOW*YI!U-J30HAFM)^[!2#&AI9A']#H:XUN6=A@HP7:/2G;[&:+OYK9'UO7I"W/59H')2DB4VY>XKII,H12(G=E7%,T M0MJ6PS\0Y=;'8M0-4(0 MA2A%`OQ:R.@(C;+E`;MZLY.Y2[0.'-*+Y!?7:;&8IF(ABHOS4IG,7YZK#/HU MS!L&%GT?X)9(X#S$M;YYRY5JZ27J-SR4W2`UQ.I_U]2QF=NW+]VK/$'M%)YSJTEE*VW0#E(=);+=66$FB:AHO:CKH?9XT+> M+XP'6H4OR4U1F*+`Z>5 M(%XA6$@E6Y!24H(WDH!-S#(E)(NQY9'^4%4N>[0&O>)XH#%XQMMN-03/GJEX M=@[7-`'!1`\))417-+*UW^*)E[%M"=,W2Q!V@=*!0_*NB6>.6D'-@+&5@---R,U>M_1D:N>5M;UN\88*P#]P.'/"SVV:V M6!\P-7FZ3I#^L'687WBV8B:S8+A:E5P%:,\E0*F5+#@Z7,"AUFT!%DKGBTIO]N9OZ^=)-.9`2 M:(#3;#UX:^/\(V[IH$J?KVZK$CQX1IT!I@B'3$N5JTC0]]:&":&HI'K41:>[ M&O(7:K3T">00J^CF.PH#\ZDNT6Z?\J:RWBOT:-MK54#K[Y.@H#U/H*CU(*R, MD`P-S*K`DQAU^O2>5:8CS`X]GGITUYO9)S^=?%W!,#]WL]D#^@>KK(\[[<=! M[U?G1`A"+RZIT>P<=^CTTI[KR_.+,WUYI05IR7D,Z%EW-_A]`C>$?3@+8;;< M%&M=%5]ZU3JSZ[6*J@QTTZ4?^]`Q M9D.N'F^KYOB`9^+]K2)OK]KXI$YQ7:KM,[I,B&`IW=M";PYH".>-LUIFC]A2 M!TGP",$:"S(9$ZC(RL>6[NM`MTAZTZ)^41S2^CSUP:^_N5GR;I[BV0R7W:^K M$^IYE]NE%CU4R3E)J=:`PZ+`>VD3E5O'2"2>;+;D:@["@E2SAMI9+*9T7 MHN6]]`'#"+ITHWO';PB+=;Z<+]"YP^]X<-/%P_H:U7?E?I5->G4;E1$D4\$< MY*PI9"4S9*T=2,LX\\%D;UOFB;9O48>&`+`O.GO#$YS5\?+/Y>3N]HF.=$KU M;NOHE#3O1I[BFRR>"K4[G^"NURI'<<'(#LV"E!Z]&8:[*IDR",%$]BQED?92 M%`-_[?O9[@L-NU^L`BYF-%D'Q.H(FG(%T;L`WG*A+.>$F9:68!@2M[OA_/4\ MJUOS[-!5=HC9(O/MR5D]*]@_$X6KRK_*WO:KQXCM5#,P+ MAONG59(:%X(!7TJJNL""($HKK4==.[1'S>@2M$%VGDT]7\R6JVC[#_5JSY/F M>U5CQUN5EX:4,PETMG0"B;LCD%(E,"PYD8WA6N8Q\_,]*D>WL`UTS+>\7:Y" MKB_2W2R%R3J!Q]TTK4:GCD^C`U_$;O>18"==5"P07(D3>FVT[,6EXFAY*6(9 M>(J))]>LD>-U3/8[1^D[*9Q3CZ>6U83LKRKAX>)ZD M8YC,6"_)])B\[<0B?'73ZS2[GX032[)BK4HH[4NZ6\["-QR@062Y3E^+ M/J+5?)\*KW[W;1*>3--3]'DVGZ=^,^GM$>#7C&'UO)E.8AFTL_A_RSG^O/23 M170WS>-/;.GY2YL'T$?X$=9^MGB\2+]*Z]BLJ@_]UBS2='[>S$JJC,?5_W3L M_4_"[O`-?WJNRBX%W"H9$#XY4(FB'\)]<<*]""S&K/9GA]][I'OI<`-7?UU? M.=YDL%J%73WUG9[Z2UO/=5NT4X4H*4GX;9:CC^7*;2D5X_I"368J<-\R_?TP MY.P1P]4,B]LP82A/Q/W9P]X96O+B6Y66FCG'$V2O-%`;!(A$"403>$`'/(K4 MDG<9:(=SO(+T`],0ZK!1Y?UI%I\]6864$]7:@A+:`RTI>9EQ%I@6)!J%>S+5 M\D8Q?VO#?CPTPPSU.E1W+>8ZG&[GD&]]H^+.\&0-@6"M!ZFD!FUS*5E%E.!> M9T=;#^_SK11/^>%?" M#Y\&)0[8U=._KV?`>G]WTVS"WW"*(#JH.(6YZW4?R]FZU'3^!(.6W9W<_/*@O M92&8GQ:<[;]=V9^'3_DS;FK78W@"V392/-&D$TJ!>G0Z*0:WL?^H$VX)#[$A M_3IWE[=WT^8AI365M]W(?6Q6%"RNX'^Y69S?-`MT\5_K MLL+N<`][Z[,RTBLI901A%`%%700GH@4YL9)D-`0^"4C<&2!D8Q>4,"&GEI=,AXG6_/NH>,OA&H^&3^Y+W.O. M^H^#]E\I(Z,TW$&2B4&@)73.:;Z^[IF-\JJECSY,,.K?2/<[&+O>B/VEGZ<_ MEZE>7-[W=<'R61_/_MDKS[.SYS[YGN^$U@3U($]""3<-H5G6JUJ2S702AJKM M^$I1>JOV^+K^-S]/*<+!]X"'D*I')?W!V-(121O5J:&J%]P``L$H,`!(`'`!H+3(P,30Q M,C,Q7V1E9BYX;6Q55`D``[0%Y52T!>54=7@+``$$)0X```0Y`0``Y%U9<^,X MDG[?B/D/WMK7=9OWT=&U$^!5[5B[[+&KMF>>�%29RB2`U(^9A?OPD>DNR2 M*/``)HGQ^\<<$ M9S\NIB1=7/R1DA_1<_#?%].4+#")WR[^P$]>%(/,[/*R$G51?H(O?SP%&;YX MS:)?LW".%\%-&@9Y`6>>Y\M?KZY>7EY^>7TB\2\IF5U)@B!?K6OM+4'_NJR+ M7=*O+D7I4A9_>"S8NHR3+@R3$GX"NBXO?2!KC!SR]H/]^?[A^ M)V#^%N3Y+V&ZN**_7J$0.FH5TSZZR^>8V.EB2?`<)UGTC&_2+'-P'D1Q!G@H MK%_G!$]!'K`E*J)41W*N0Q2%"2ITF4EIT%56ZBX`F6 MD3S"V;?@*>9#2Q\$H]-5X'S`,UBSWV`RSN^C!&?C\M4+PE$)N\6O49C:4?YV M/,;:8S@J97O>*']9EVLU&PTHGZ.J MCSB>7B?9BM!-LIW&,0XI`"L@LR!*H!B:$8R+JH\K@O,W*TTFQ=*!\QR3[&YJ M$SR)\J&HX8V'(Y4,YS5KUW;N>[Z<&JW1N:FX'%*\3*(^[*;1?SHC0 M.P[W3E)YJ=6C$X;EG3J8C3"V"PS1&/W/#I91'L0W.,CPQG=C<0I:21@,+BS! M)`C!$7_&L%LJG(E6KDP704.!A\DFH`X$>H8MW@P_@"%1R\K)*J24W:1!TDF7 M'G*'4NT1)U%*'G$(/M[D&R8+VF@;'5@$#`'6"R+R?T&\8B9X7X4AP(#QI?$S M]%SI`WM!2(,[;ZV-H*6<(:!OMGYE#[(!;:PU+*S;(%^1(E+6'MS>NH-`+"S] M:YJWC)8QUAT"(L/.Z.=BO1NN$NVPT7)AGY6_72R.5@0<$B\E'\H4/W?6J[UL'BHZ\"G!D^VO6BWG/67R4&G7=[>K.(^J M'\CO.(CS>06UFXH]VCB*RO]).B/!HK<- M=Q'.1[[JT$#Z-< MA]'$=]0PCXYA1\$Z>'Z+@VQ%\,$87E,%'F!VG:RL?IZ@3>S_+GF@F0D"(X@& MB)A&(K_F>!"Q_NXZ6:[RZD3S7U8!#:069MER+`[K M]096SI_)#,P31\\,D!HJ\`"#XCA]H+U8@F-X@G-8'?6I4D(%]!)C@EX3.61 MEDT$GFHP[+Z'JS6 M%]B7-)V\1'$,[B.,KB"912"]=*(:D3'4XPBM["VT2$D>_;-P[9@?G>HME:-: M#3]MHZ)AXR3#0ZCE8;RQP]CB<>D889@<:NHX!%PGDSUSVPB4M&_\6"2] M_YOSB&%ICB,1#/XI<^V^,,L=W[?@]0"@'>4&;-J!#UE>'.7S4H*C64(?-$F3 M\L&->P)=\UH69S&*(00/J)P[G9:/6<)?]+0_W5XG],PWJ1=%$^"KJ"[=[6#3/M]!BDD0&5WCZ;/\7TMQ;>D`8WQ.RCH/!%U6_9P]I'$]3\A(0IFA;'X%]E2D> M\FJ&][[(,`W:*5FF,`#`AJ91B!^70<@T:S#7'@9F%9@"[VBQ6FP_%M?F\%DW M41P4J.:<9#:$"DS"AE%B^_Z5BR6KNV3-G&09=$TPA.4 MH6?0FI:LKMUCX7`X\9P5'4"9$0#O^HY>A/@M]5;)9#TM50>4.RO5KQD>BK=R MK]L(X`*6/M'8'N%V+1ZP&&:8P]7Z`KLCLR"I@ON-4'85'+)Q%D-J*-\;"KV/ MMW1^Z2&,K[CY)-G^XL,#>;]E+N^T*","U\G/I9EX'+:-X55F&!J'*@T"ZB9- M9L5U`>4^,LJ91BU;51X`\T/W[1VJQ`L4LU4>KML7(JR2L&`6)[7IH=3EP5.C M315X@&'ABJ$>#VBMEOTV`GB`91BIAZOU!?:754!R>F__KM/AWY-@-8&98=(( MLIV(<0"S]'\G2>/`9RO%8$#\FNM+Q`,NWC-P#RV_?2-!D@7AX2O^#U7B!6K/ MLQ6MIIN!9/-2L0P6#*)1LRA^"LR"^!&3YR@<3`\&B;S4*;R-0=5ADLA+G>*V MC@>\K!Z)'D0A1IE]57K$L^IBG2^8!C"6\RCEH5\8MO:1'W M_CW-<;S.F3!N^\])`(0S6#& M.53;O"E:/Y"Y;0B[/"_KK1(U!#F]6^5,"X,SVTI";[CT!@\+EA5ZY3G--3%, M]HU5^`#:_ESEQ*KE\EM:QRI@P@#:P-[I%0Q,ML2E*3X$K`\$5/G_PBGXJ51W MK3O)YZ/J0[9"]*P2;!>L(C6;.\!^=]68Y/%1Y3$HGDNKG8K58LE\B*B/0$[* MT&_1_=DHQ/BJK+C(4AQ;1X+L MJ::F"VK%A*:)LG6(B8U=(A)>I&2"R>=/8EVK&C>MIODI21=C=6\Z&G.@*'Q1 M3`*_AG$*F\[/GW*RPILOTR2'D>?&Q=UI,/[+<#MWHUN_4ZP\";$YVHE>HZ8Q MUUC/-PW31K)D6J:LVJZ'--MR:G($Z_``&\BL&F;9SF;6LO=3?K05-L79/#[` M=-ZM_SO,8F=Y'XFZB3Q1LT15%4W/L41GS9:J6::_TP?B9A9[?:^?C6*@_DKY ML?2O8P7C]_X[/4Z[\\?O]*WYL#CW4[ZFJ#PS04FY?>=F-SLB#0)\SY)568") MU%!LT-0U0?=:JO'GF]K&Z1$S!V?1 M+"F\=K()3=8OV/X=3V:X[1S43;QONL@4D40YLQ79A*ZRY9HUQ3&[+63*V1G8 M6`2.;'9->T)0^6[Z+7CM'Y6I)?F@NZ-X@FH"'PH,1U6U4!W#$$U-/BVOZ-1" M-!UI',.DFF!;>)K20_5A==-"6%Z\Q&!>/:3ZBN,)DFQ:*E(\0T7(1(*RYDBW MQ=/RIT8SM?$H'"27;.^B/%&T\W(*L._OZ MH=HX?5_2XZLQOB,W$7A$D^K86M>Y=CR`OJ*Y@FFH@B+KEN,B1]/-VEO2'5WJ M-CK4LQ\=9]D[6^/JMZOWN=Y>^5^`E$7E6>PH6Z;5Y^(=XUE87O&()YL;'O;@^[=@PP6,017__HV_V%_>1J@N:8DRA=R0&$$U= MN+>T;VB`Q59='6F6+(F>)VAK=U.0I6X^-;=D)N_ILP\W+3O0(5'V(XKCAEY[ M7\278.3+NFN;,)%+ABI+@J&NYW)=Z':&FUL@D$=7]2*DQP"S(K*(DMD\6#". ML8\5?$UR!"39KNZ)@NE-;.J>\&I*='3][BURA,[>(N0*:> M_%C!UPW'-11=ANVY"/\S34=:&QV2S6ZG6_5S[](RQE?1VO8:RO)/*>KL- M_IZ2XH4'!V)2+:3XAF`HJJ3+GHIT6;`\&VE2S8$K=#21]E[M:<:I^!%Y9&/: M8/\:+`Y'*5I*@IVEQ=JL:D,U_;PL[ MN:C8.1I6+T\&39Z#),16FOX`]VF#I\&7::[BVXJA>89E6JYBJKHM.Z*WAJN: MPHE%S[AU1LJ%KI:]ZQ%H>AYE&"63VR`)9D6B;NO5V0W=S%C7=U4D(]W6=<]R M#$`OJIODI:C+W0Z3<`NX\>]O/KRU['CZ$DX2A/F6CV6G6=[4W\U5?$TS/4MW M#5U$IJ4:BN9N=L:*K72+JW*+R_'OYD'I&L,+*&]WK[9JP,I]'(3[IWF&6K[M MRIZBB*J@:I:BV+#CD]:9`%LVNFU*N`7Z>)O$\(R-F16UT\53E%3W.>+EEE67 M3WL`99C@#.:Q>K-_#SM!F-A@?F-(G/81[XN6H-@T?B/*BBS1`+AMU:SIIC*: M%]DY/M+_I,\1>!S#^NI7JGY+*[BUGCC[0M*L*7IRJ*JO>*Z!@&M1<$Q5$Q$2 M-M$$248G]JPG%ZL9F*,C6T1Q\)P^_57/K=VLXRNEM*7KY:>ZXZ9[F']NO#K";VE?!H%ZZ6[!A6\>RE[<9,T M+MX7`//APL%/^4Z?EU=COBX)LB)IBB@C!7F.Y;G(7B_T>L=G\,;,@78WJ9-A M]8B&1]'>$[R(5@ON=K?5EJ](IJ-+IBG8MHL$27<4>>VSZI[<[7F\,?.YIV)V MW4D];:?]`2]@>[(BN+[O@8OO_E,KON$Z@F4XEHA<45(2[6Y!HC&3 MU<=TX?O2.89)?DG3R4NT>0)BASW517Q'$BS1%%Q'DR71DG31UJO4O&5ICM#M M.HTQ\]W]C:$C%T"787H9I!W?DA7!,6115%3J(@#[CE7S:`E>MQB!<58V=4Q"C[3JL:SO:-?Z MOA6.;[<"#M&B;ZN"X*JF;KE(L5S5<%3%J+EU1+.;L9IG::S'I7:,23##WS,\7<4WT;3YKM[N8GW7-1T72:Z(9%73=-W6%%2SY#FH MXV-OPEE9X(@$GMOL6$1[RE&?:1Z@@Z;+TNU3<76!1V9 M2LVT:MD='ZPZ^^C_\2@^-V.NWT%"[ZO+MU]$,I)-[VV?'FP55;IQ$R7!E&W7 MI8=;U[R+'2_J.J\4Q2DR?6X63F_P3,`TWD9S9:OV8!GT')/>4")[GJ/8IF48 M8LVK[=H=SWJ=5^KD%)@]-XNM+I0J2]X3O`RB2?5J6BA?W,-3_C:6W\&*QZ>Q M8$4VD&7)DJ5JHF;+:&M;W.T8E'@>F9US8GZ,$5'&:V]Q/D^W;E&^>TDPR>;1 MDNF`#+,,7]-=438L0:2KF"-(L,_PUOHKEM#-\LXCN<.;K=-.VGA!5+PD&8OM MIL/6XGW=DCQ-=DQ;E1U-%04+.6L_R;&4CC;V[Y*GZ4SD:9O?N_333?.IK`%; M\259,71#D01=-F0#G!Y1D6H.D2QUW/F?5Y[H>'R.89,/L-R7YX[NIO2@Q[?] M9W4.5?%MQW9T)!B>*2J*9YJV;J\3:8KN=#ON)YY7!F@@H& MBV@IR:?7+`BPI:*/7#BV(1F.M4YL"4A7NQG*>65?^')V;KM1!T\Q[$)H&G3K MQZ]I$I:;DY$VH8=@^(*A(M<5D>A"UXJ"+6B.6O>"KJ!N:4/IO+(V)TSX&&:_ M!;E4,'!>>99A.1K#'JX7 M2]AT%)O@ZI#("&?BA!J(`1J>MFZ$ MLXE^Z?5N,;3'=&K\?+/2200A$$E+[%$IIVM(QF=;V1"[HMCSY M].Y+B=7[NU]6,8#9[,IIE#7WZDP6Q^+')K<56I=ESJW#(KC8=@C2U[LPW,NT MR@QD&OL)/0!T8-[OMU>RA[-/#JEP9W\#W77]G#_]8K[Y\WL1'/'RY72P_'N]WS85STZGA M6E%HI`D/S!/C*9:28*ZLHH"]L8(1=_%0U53M<*F`S$`M*)@O:T12KSQA'FMA M$75[_+FW@Q4/.5MW)DL^/I]69VFO6:[5;_J'ZT+BTF$:4'B/K="`97DX#CN' M/(C*7(3AM,/,/=?FR8[*@W]J":8;9.&\31\:Y<),?&+AI:':.\--_`?%J!X' M56&CA0_Y9EW-C3S/5^\'-M4ZP&$6]C?+V\5L.?N\ M>E@T+:/T\RT%QX1KC:4RH,$B#-K6$6&(;Q^*-LVF_[T;Y6B^^ZMA&^00ZW;* M__[N!XC.(V0OBB?2'UI(3Q7F3&%-J2+20R"Z0H@2E2A4[8M84YB$#6:,P0?. M\YTX>6CL,G\[?$M!M36&,ATH(D0Z"50\F8WF5K9L"H0>SSJ9,;S*]M$IH9\] MM+">Q2FHU\:[H)6-8,5!<(>0I-RGY?3I;9?^A?'W.F,,0=>#_:U60\P9LJ8^ MLJ!!,NPY"]$D2`.`%*A"!W&;66[&*5!U(%-DLOUU>%$6.U\?%A^7B[O%33EX M'71FUX&M+1IM7;5Y3&$D&&&1X<(9IR1A$+9Y=DB@7%)Z<4&@)R3JDE,-.G-I M&ZG]PPH?!`8>C(ELQIS&R&!7^8P$PD5(+-/5\8Y0/V9>#8Q='[LSS]=#WB[^ MFO^ZB.'@MYO[V?+C_,2VR/$+"ZVP!(XE+:O4,;!*(*IYG,Z;0#$G:2DO>]Z^ MZ--LJP[1:KFP]?R-)Y=)3UU:($V#"U+&,`HKB8@STE3-\])E6"KM6IQ/FNLJ M1+(S7#8+UV/;JQ,[S??O7,\?RH-CMV7WRF.IZT699O)FMKD_LY;<]B$%TU2" M-4PXC[GD@C`KMUT"0G20B4<^NP[DK[?(3Z;M":$K/\[UO.Q6C/47R]8V;_B, M`A@G#'$3/'CIXQ0%E7JYLD-QBNM$)LMD/9B\'X!:6AS*RO0GHZ#ZUX('`D9K M'(*+/HL0JDVIM?9,1T<66S20E?(+?5(A2K'3F;'RX/>"*6XM4AP%0%K[P!2V MVX:`XS*ZCQPCFP085]WU?41C9!2M#&6#ZW>TSQ>Z^_FB`BOC@V&`G$8"Q6^: MR+#K$!5@]Q11*,JXZZG6*)7U9?-AM\W5#1_>SZHBP'98%((I0L*>B#)%5#L1-IFRF]B;P&_D8[P2S9Y3[-(1L[ MWV.W%`$!)G$*&XSG9.061@[6@T2RNDTUORZH%->@U4+2T8)_>S_[V;?9Z=,=^S:PI0&%/D M.4?EP&\!26RK!O'(JB3;]99/>CC;78=3BN$^S+[.ELO9.<')D>N*Z/D)UV"" M"YCK^%!J:Y&KP#3-G_97#7-@"UX%UA6353=?QEG4'_.;<^8\=T,!94PNG);8 M.RD(8L&+FG`NM;[>2UE3Z@:U*PS\8;9\G-F'V?J9^OOXT6V[^O)^M[RZ9]^CEA>(.M`\(!65- MG$R'?06G;7BN6>+7^U)6F[K`+,6T6S;!;/WO!I_MS]<6EI%RK\,(%EMC!+$@ M9=5`(*G5?%_*^M+5@%VS8T.;[MCL+RQ$4&5I2H:]C2%YC,/1T]D@(72B_/H% MK"=U@%:R(6/(]L.\ES2RZHF["HN,)AI)+TP@5CE-]=-UCE'"YI(0J\53"HZH!D#.,R25]CAPJ(!K+!2E&4N@>K%XJ4I$NNJB*?.H1[=\6^SY>SC5J?UU*YS2>L:WEO$D=\:[83P1&M%F?*LWBO0 M@F4F2>K-/*M^<6L;ZI;)]/^(=YX\A_;#%04X<-8&ICB1Y=Z/][KNI@.5EI*A M_20EMQCD.IA2;7;F&-2S:PJDV':V2XG#5-#@M:\5%39R-K]!/AG2GTUR%089 M&">;\7%XFUQEBP_SA_G-XX?Y^NOB[)&U(]<5L3FQ-\1B9QSB7"`47-TU9Q-W ML;H>K:X`=-5=[]L&&U\>'BX;Y:>K"BE`"16H+=-XLO\XWCXOE1W/SN/A:%>YG,;048*;'PPJJ@!65"6%%O95#E,SL3,`QANL-K M"%;\LTX55(ZU$8KR7V66ZZ^QY_2A_YH]?#F7%+/EDPJ#E+"4 MHA`=,@C,M.!U7`X:IV5PZ&V/>!#N]`MARTCZ,/:J1M;5WI.WX]G8TH6\"](U?2UJ4 M@U7LWI:&L_7C?U?KOX[:_F'+P,A1@_@Q#&ZSK2\>Q)M9/'`86>#7L] M0"TMMZLDO+J[J\@SJ\ASW$F?N3YZ'JT(41A[7)Y,E%KY6OY)J$P+_WL[KM"S M);L#*M&B]]O:T)O5P[D:VX>7%5@XBK#`WH-$7I$88![(=WUBZ:/>3BL,9,!D M@`[L-F91@7^4&<0J$:A9/JZ6B]6^2OP/U>&WNWUC%ALX5R/]S+SA;&EUB9"7 MTIJ`M0S.&"*DU5:;_D(=!`P_\I,Y=&;!!HSH`JN7SY%LU!;Y4N.Z>?,11WA&!W#Z\B(^URFKB(W!:#E# M+-/#[INI-35IJZ&][1-W"/O9P"$)G"$_Z]U"SC90_^?\9A4G-/^;W[[9IA2Y M6\QJF>4>G-L?(_;XVY=/]5KOP3IO`Y_0SXL+XTB$%H)5F$@NO..T0MH8A-*6 M`(:D87KHFB7"+?U18MMGQ]K^XV;$47_6W^L*#(0&5@:*@!TUI=RHMA[%."T@ M[DWFT/$<*AM2(%GA3K1+6PGH35J1 MO6/M"N@A"%[5X#W#P>J20FGJM[L"2EH.U&(:ZM8CD2@7[$U0T0M-$K&8FJLZ M.!PSD',Z>&/A'>648N0<<"@3+PEG*FR=$6G;\;V)+[)W1^G03HVV[Q_OY^MW MJ^7-KJ#X23G(8.\N>/3UF#C$/`\!*Q#.5S/-@)1)RP;3F[(D>RIW`?+42#TH MB_>(QAC%2B#!6R)98%0*'G:("A3_/[-4G=G3-@G5J?'4[K[)@Q^V7^M0RT7' MWUYP9CT@+)`%D$80XCE4F(.%S#*49L_D;F">&K4KV?0?LV\'/SZ-0P-Q_%(S M"@,6"Z4]HX`@$%963JVLP'7B1FUO&JGLR=XQWE-C_5-'#WY[NUI^+"6?;O[O MH6A_L1T%:"!8.F?*Y&2E%$L17MDA")18?[0W;5GVQ.\:\:DQ_^`O`W'\X"\% M)@JTT!@)@I4UU&NL*FR-3ZVF^WKWN=*QG1IOW\T'\\GSQP(I%2)R`A.F)8^C MGV1[VPK,)*0=FN@OC7'V/&V/:28BX,.TS6]7F\??2TA>C0K8ZP"!!TF%$<@C MP[S:#85<60+L8E*9B_OFQ^%M(@-N=&>!`D,N(*V"IQI1A:R6^PYPSLE067'2 M=<"-+7`TT7A7P+P"(3`HS"4S4F'#42`BE`6^=X`8HU(CD[Z$P!T;N:$2N!U& MTU=Y>LFEU,Z10(@#S3'2>-]?L)+"])3`C2W86NZ9AM7+Y\ADE,#C4>,JY=U1 M3]BP>LFSZPLAC0A<>J1+3XF"1U`UU&+/$^M;C*<%;@S\^>`A"9VIS2]S$@-; MB2DR2%$>L680`F%DC[1C5`YVNJ"#R6?;^#5+A"?'Y4,)07S*//9[0+W3J=<7 M@A*"++<6F>B`+%#DH$*=$I=9"K7\>=T-SE-C=YE<;AF)<2YY5B_O*S21#B&% MRMD3$D*$8%F%*R@V)2UQ#OQ-!79JA,U7'"\X!$*%1`(HX28&_'YW5)AKBBV> MDNHY!T)W!71NXGAON&=@$>/<`,+(F1"JU@MGT^+1<43+J31)Q&)JKFID<;P( MWH+`E(>R5)?"3-D]MBR(1'4#NW4:'N@9MI=/:9^[7D+"H)#8,ZR M&-.@B#R2;+\QS[70TJ4E:QU'<9P#K;N#>FHT'T,NS[!GP3#L/-)!(,H90Q6B M5K"TW&;CB(QS(&\2JE/CZ<]*ZA&DE><;41#K`W&*J$"MPL+@TD/L+""QDVG* M@''TQ#GPNE.TI\_W'(Z'R.A?"`LV"&G``\:*085YL"ZQ8N(XRN$\*9Z"\]2X M/1VE/)6:1Q,P'Y0$A7``P2L[.!P2*V._WFVSKA&?&O/'5ZQU8)E*I%>+V;9>G83HVWPRKEG=),X<1H4([&ZHN!,03T]@/*)9O;(.C>K?.D'D%:GD/`@P( MB23G5A*O/185(-XEEO`>1"W?A94;RN7;@31]*31BPCD&3.+@I8N=%X%4_>4, M\/3D\HTMV%H3G8;5R^?(9.3RXU&C,[G\DRMLJ)=_?D-1EKZCTJF@L70FSG*)!1?>$`16,D7VZASGK!-3TL_GP.RN@)X:P<<5J6I/A(C#7Y#1 M]%@Q(QVNL'4^,>WM.)KY'$B<#FUN*GF#-4-**F:94Y[*X%&%IO.QE8(1A&+8PLI\3I5+ERJS.N[9NYTD5*?&TSQU:4)R MC@41H"/(0!QV&E68`Y"TNN7CR.%S8'(W,$^-VD?%24.R^W0#"NR19<0[Y:Q" M0C''78V\9R%-$C&.9#X'@G>&]-0X/JX`C5(E)$!@%%0@3G,M1.T_9**;'D<@ MGP.+TZ&=&FT'UI\%J27R0H%VP1O$?37,>7+CMKC/[17>-N8'D%FC/DG+&>E0Z28BTI9KH&1$B3 MJ#0>0G-VM8D;"L[:(31],9$P01NNRI#)$Z4%55!_>,%X/SW!66,+ME85I6'U M\CDR&<'9>-3H3'"V]X,-U68_7%T$JX4&ACR7)AA%!2&T'F29',K[=R8U:PSZ MN:`A"9NIS2=STIE)X(X28QP-C`$1@NRS/T6DM3$L>Q:F1ZU9(CPY+A^*D7Y? MSS_/%K?^V^.X#3_.XXJ M+0OF]P3\U#Z(?,5J)%!PB&B*/0J!"AR0K'`W`J41?ARQ6@Z$[PKHJ1%\7+$: M(00C:S1FT?@6K-(4*FR)2-S$&4>LE@.)TZ&=&FW'D#A9&C#0.*HY*;G`BA)9 M.P)E3%J)WW$$=#F0-0G5J?$T3XF3 M#DSN!N:I47M<^0<3`#)L5Z9(X$($*OT>6R$=25OI&$>EEP.%TZ&=&FV'E7]P M&T_-_/_LW=EW8W;2OH?S6!?'K'F M9DZ2]FGW9!YY&)FV=2*+/I34B?/KIRB+LMO6PEVT[\U#DFX1).K["D"AJE"X MOL^R<@ML;FZV4J6+4J9%OMH4V$"3.%9)I)ZF/^$?@:(LOG;<#6%BD(>#A%Y]6O"8N"8E0ZIS5&SG.' MS;[G".E)I>-,EM6\*ZX-H_';SQS-JOCA]T0Z&:-"UBEKC0]2,$EV'<&!(3&] M[)I6,.;]R7Y!,B:3QC(>!]W34JX6Z2P[EXWRZJ$D&A08BQYAK:0.D:#H=ETB M1/.6):;[WFVTA#'O2>R&3+RUW(\N/8<>3+"13CE1>MY5@*U3$"A47>/,MAL7 MS4?M0`AU')Q%5HH%R\5\V9CSFN](,)%<".>--,$I M@V@0U6I#)8EV&@EB`U`^#$`=&6]`[*Y[EECKX!_-E`'K@&M*==4]$EI:4KWG M.PW(7RL=J7.PKR=2/HEY MVP7;MD2?L(O>/)/`"H"11XP(QCU5@C*.JPX)XNP4+=F6D+ZGI!,&$R!G0M;J MV)QTXN(:#*79^CHKOL]/^F(./)<8K)30EEO*+`O(:I!MUS%&8#F8BI79&M"\ M/^D;TA(WB\5Y4MX]E<`4')$T(`3FS#O)*:LF95:6(YJ*%=B=DJZRCY'7,?Q2 M?.8L]S@=2#0SWG&'J(E$:,\1C(4*>1];VJ[-TYP_A9DT:>K&-9/@M?3A_ M2KGE&Q/)&>7`&#&!1,\)8LI6V,!2/L$(W%25)[\D(?]1VM<83<90_C?7U9[" MI^4/M4*H+P\FTA*ND/23\0-?$EN>X"M(:6*`FG;CMO!CL2.QVU?B+49O&U'\!E] M)`+!>B6#"T;:(`P-B%4=%[SE":;!#HZ./(Q[Q:XAZ0;^3*_319;?OO)`?,W2 M15B5)DR1+>#?-^L<(XJS\]&@#N]+#*521HH0"D%H1I10^TE+1MFNMM)@!S;' M4Y+Q,&VJ/,N;])_K]'NZ7*:G8K\'GDNX"YIS'SBV@D=+C6655H.)(ETKL@<[ MTS@BV9VQZF)[T[JV-ZVBT#(2S:64%`G)J%):5P)*$U&[:IN#G>N[D.W=#JS6 M/((*_;"0D%JD'FF5*(^T-\)+%Z/'E%MBJAE$:BG;;<`'.Q)W"8;[0:[+L*W' M\*NN(1FX,@%SI+F.##'B]S,*+!7MDN4&J\9^H6';#JR&/+XLX^4*?U7DLRR[ M67TKTN7J-BN*["8"'&$%>/WU+=\5."O_\U+D[.?ES\OOV0IPN#.S]?S[L2/> M@WTK430*+8)AL$)%SRC2Q.\`4D&(T6YAKJ=-4SXO-A6.^E;B;_ESE\WJZSZ7 MK>QUC[K;Z!,)+,)6!,*BA3VU<0$+64T-RF#1[OZKP?Q*'UQEAZ1FC&C(C[U^ M-^!69NW2HG@",7Y/%YM3YW8;OBF1UO#R_@:LB:+81XNUK+!@@D\DB_(CJ.DX M##2<-W_;E(#FM_=E^LAJE2]N#LY][Q]+,'7,8&Z<\AX1PY#E_J5;JMV^:S"' MVI05HP=XTVD4K=@F:'R>6T@0;(F%DC:"\1ZPWJ:;2*&#SC(C#+$RB&D,_E.:C M(I5^_MM.+.Q=59`Q".VLM2IH1"I`$+5CQ<@;I;0-QWK-"U":@3:&)3KLY1:< M8V*H(LY(C8UQD5M=#4]NZ803Q#HSV/B6BW98?7X=F5P^UO14H[O?=W=MQR_Y M:GU5=J;F%2AOGD\L)9(S28@FL,LF7"@.-K*.7!@;L1GM$$I?EZ#4!O[@)2C= MT&E(XT]E28WMUZ_3I5FN\^7\U$4VQQ]/`C+""$Z(91AQ@FUPKA+:X-AN)SCF M30J=2>P-G`Y#L[FZZ>:'+YMD%BP,86)C`FB16#<.V>KKA)$VD5!QBR.WRN-'>$9PU!ZV5^\ M+W!:U3L_6=YTN^OX!AM#"QW\L]9.OYP$`9+C2QFUL*HT!9VTUZ$ MT.X>ALO<&]7=)7`)2(?Q^+G\X6&^?MBZH9+A!4M[W!`-+AD"Y"YX)2>-..DZ];I=XU[,3L0]R\@'0 MF*RC\)UT]NFW=+TI8'I\^>NG,[[#^B])K,&$&,VMH=0AV#TCI7>PB2!=N_#Y MP.[$KAIP3J'Z0FL,T^?'SN\Z?M8[=*)5XJATGK'29)2&J7(!=96,BJ@)ULT; MDLB3NM('<)]322;G/)RX;G3:_?Z2I\M?RJIR8.P]+K(MJLN;]Z;=*>]BPWL>+C:%+/[9T%VNP3[ MY-)U=I<73U]N2SNM>N)8Y?>.;TQD-`AK[*,..$K")#75HBV8)F/5A;FL_3$& M=)=5JR-RU%B#6KTQ\S;1K>E[^66;&ZGS_Z['NVR+>7$I^PH,XW2[R4.CBL;2#. M!JP]<6C?;2DF%J8=G)Q\,.B:AH_*?-'J(NJ?E[9(_YDO3D6/CC^?:"1IL,P& M3SV)2(C`9-51IUV[RJR#17''X[@_S!J2^S\Y8/,[2`0F_[_2O]+Y_`2SQQY. MREONE"!"8T4Q%HP2(BIOI84I;EJAW?%H[0FP;@/VU_ERF:WR=5I_S+YIDI0R M4^]Y!($5E=H@NO=&4XW;.30&B_E>;-AV@ZT+R_.ERQ=YD9Y.S3C5(F%,.-B' M$4XLIBH@Q]A+Q$&WK%TR6%F*"W'<$;6&%&_O:SX-]'TZKK-\^L11S!=\.D3.8R[3CE,C@$??4^-#R?J$!+?3> MV!X2IM'S:$[\]))1=$C>2R:X'!IG=7)<3K;;GFR%"1\LL(@P[(:E<3OO"XPQ M1<_N389.RCO4^_I'ZHZV3H12CG%L),<<.X,Y#WXG-U&L9>6IGA-@>F+N:,Y< M7^A,-B'FD(!5[/9,3.IZ2I(IVU$S#?%UINQ^GD9B[(TQ:E+:HX\G(!\F%E&R#;,H`RGL.\) MEC#J(EC:[?Q$@VT'^T,\[QF9\5/;AL^7I4Y3"[M=20W"&';$7NQR>3#%M&69 MS('S588T&0:#[H/F17K%C+&1:H*1AGVY(!6,%-$8IFLR#$%DDP3)5L!]3B69 MG+4P<=T87R>NLN(V+Q[*E?%\O.)\HR3JZ(2-T@9.)+=(!2TJ"7IU;'5\UKQ^NE$EE?T>3#)HL?,Q:WM7LFDM)E868A!%:`#+@TWDN8A+];S M?[;]SV\7N\\^'=Q''GDV\10CJ4`#'=.!!<5#%3C'8%"3B97\[)>XOE!I2-NA M5>2Y9&7X^Q&,G4,S$LBF<;& M4B.YLEY$*LM;T9\QX,:K=@[E4NFJ'Q;QG4Q\@IZ0)2-,2@L`>$=@F,!##C8YU,[N-$ M:6VVF\;QFV'TT:.SC`*")@K/+''1.6H8JZ2%W*Z\?%#]PI)@K5AG!'MN9"!!EI)*,S42N_WPE7] MT'TS\9$-%)B;P/"Q%,.>+G*G4-#RY."(YT=Z\;VT%BUC_1]RU9K MMT@WJQH#NE[#A,,D&!!3T?N@"=7:XB"#D9Q0CX1HMW,8L-I#GS0/`%!#;E\< M]M_R4NF^%,^WBSX<._UYJD'"'4461>R=#Y$)R;3>JZ%T8JR[UKH?]VSJ2NX5 MEQX"\>4)]]KQ]_+AQ%M)'6.,(&H%5Y$@45DD`GG;SMJZQ$G=YM3UA$E#VKYF MI:0@0"/^SK9*$),*5@/0-B(4Q2"^V17X(1)9/>GYM".1?8/SV?(;6<0"5#FR M8*E0,"'!IJ-"E$G<+AEZP,([O4?Z!D*J[P(,KDOUA5WC1)J`E1/14NS+-($H MI)'!1=AI:@MH32L%I]=Y8"",)EQG0P@,RY,3%M8K8AERY8067#!(<$QENZ2Y M`6OPC$EV:Y@N-?WW6W!'":*0%<09,#X]55'L0QF@^"TOL94?0#6&`ZGA1'"] MFIVLPA+,$MFVP205P<$S5V1;?_N<)9E_>:)1]H8Z8BB#NQ3A"UQMA(# M"][.B%XZ6]S^O`2U+,U7ER\6V:Q,H[-I M@.=8=`JVFPAY0R-C-+B==)IZ/-8-06T3\&J34S,!KQ$:DTW`NUZGZ^TG?\KR MNR)]O)_/TL69Z/K1-@G6AF@B7#3",L8%-@15H$2,Q[K%L)=@>EU^WU9DZ@F< M,>R[ZV]W3LT'1HVV2T@\<`H/54&-B`L/8TDH^#5)/-V[>`V=OM:!GE#Z? M-DPN0#XE)6A+_BJ;_===_OV_9_EFN2Z>2NYI]8>2=OJ*]MU?)_][?8#?EQ\3 M(QDSADJM,=8"6>NHV4L?R<3.'?>`>=X1@C'&ZK9\[VLS_?2*?>CQA#C%3-`^ M\!`IM1;4VE92,43:)2Q<*/.MY6+=`RZ78/OLM'RX06(-]%[D;4&=8[H?.9^)_Z*>#X$*`T9M'E1Y'_!>N/2QW0V7S]]S6XVV\.P M)T@\URCQQ@7J:7E5!M;2!ZD"KKJ,)&OG2QDLH:$W'GO&99Q=T2O5^YJMLN+[ MB1!HC58):"/(^FKBL]JQ=@D1ETB,:NUF[Q>A,?3A5]@,S+.' MQT7^E!57BW2Y.A@0*T#![[:>I2O8Z,)_TKOLR^U56JSGL_EC>CBRVOLW$D/* MZAPB(NT0F,^:*L(K_+!S[>:;2^17M=6P2T'9.""_#YL>B;CO?T_*>\,E1TPB M*QW,E3$HN>^(4NUJ8EPBC:HIIUU@&#UFOO51'8MP5SUI^='E*E_,;V`[=&/3 M1;F07M]GV7K[=(5V`O7:_SV9]U(_9OVR2!T<"TQE%PSQ3@236O0(EXM*N3 MFI6Q;\GK,?7H",H8IN;K+I[U_KY_.`G6"DJ1U(I++2@8TG*/441NPN7H>V`I M'PB>ST#\Y%S^D^#[`CR#^9@OMUTU9T^AOW\XL4):897TG#.JM*)$LDHBXJ=6 MXJ8+)6_9[8K%R.S:)NS:O42E]],I88S&Q!H48%^SD\CQ,%:H_J+LML-B#';- M8I'_5>YZ8E[X?//'^G:S,+-M_LAS<=WOI9UR/FC0Z#V)%E)2PQ7R6&*-C51< M5#A@,;7CS#V:]4/"-(:Z7,&[,NC;-'I4D$'P&5\SMKU MFYH:\;8AS+X<,V*U$N7M?=P2`JOB3E*/0KM]_V#!A<$TH2,NE]*`5Z&0ABKP MJF5B0$"*/.%240"-N>CW1I$1H=U)N\'<_P/K0'M@QK,6VZX.-5HGQH/``GG' MC2'(*.PTK63FY/_)N[;FMG$E_9=POSSB>B95.9.4D]U]9"D6,U$=6_124LYX M?_T"LDD[L212(`E1/C69BS0)RA%$[, M*KB&"'M.@BV.-2$>:HL:&H-]G68;3%:2/8T`#`3E(HSOIPM.32NO+I6[ MJ@@YQ9`ZKQ%3QCL+)0NQ26JU[5,F=G%=0HS"CPFCJ!`6"0$!D`PXU M^AHBY;WY>TQ,1@`FAS;];9F=<=.#XPNM#$5"2*T)8((09TSS47'(Q#7$S(?Q MJYH.I?;%:?EB;Q<-J>Z*\@L3>#L@B)A2(F0-&:]M8 M3\3QM-R)R0)EXW)]3&1R2,!-;!>V+I=N4<=L_>,M_4]/*"P*\HR0H\1Z@3GP M`K*&,LE%6A'>9"&Q<7D^"B39O2*=G#XPNK",,BL0EA8Z2;$5L57?,TT8DS2C M?;*HU[AL'HY'EBW]]G9WOXL%WU#6.K&1_&2!KY&W^HE0RB$EL2ZT6F\#>.'1?WU8;\NZW&P[!>/4 MM$+#&,_C&AE!O?-ATU.M_'V3_+/CZW&ZI& ME,7+`IFE\'RUKNK]-_:T1%O>1ENO]`'6FW)9WC_L^XB?$+:>3RBTM]"$@Q^D M"G@:0*"V^2!E++.:US%I1"&:!J#+F4JOUQ]^;F.3K\('O>VG$\\JB`D`6,:, M@8HH`(SFNL&#.9XF,#G3#%,%9FJHLIE9-^7#KK[]$1:]M+OZZ;ZB5;7LNN>G M"".,I)0*V>I3DJA3 MGBL'>0'+ME$6$!HBPMP M=OZ9C(,VE(GA.G>3::7X\],ML"KVU7F5U/3K!G)L=($84!A[H(&31D*"+5?- M(I$%:5V*^J?T_>5^C@2U]G3S[_[I?60ED7]=:Y<.'7 M]^JR-,EBIB/?EM^V4STW_OL=@[ZNK-P#HV.+.`$944P;ZZU&7#K>T.5% MMKN%3J;F#N9)-38.LTW2_5Q7#V6]?8RFZ5:MEU$5/L0WZ\>O8>4=J;H]9A<6 M(0N-U$1&7QP-FM2Z!BAF:9H#?.*$W4$,?U/X.C9&>2J@CZPZKKDSA[/'[$)Z M!A6U1D-N98!5*6X;FG&@>;YYO:-RM*^T#$;N/T-J9I<'/'=A&>1N^"/:=3=E M;+#Z^(]ZL5Z:QV`7;XZG`W9-*:#&B%%-.+2*(L\(`KY9+@1N9JF_HS*@F@2B M/-F@#T\NDW`:^5BM__I:UO>';?M3QL093RF\T\IBR!R,C:>\"JJY_6)@^#,O M,1G;'IT.J6G\&>UY+T;F%K=!MG^6ZUVY[QH]BQN(QSOV:>02TE*`SLW&NQS[@L>1**N4`M3""2#V39:Y"P+>BC/'\SLX#8;Z.,L&83)#YLWF_')Y MG@T+A);UJMP@`.CQ/KX'1A6`Q[K,8%>'9S&KH''!N'Y>%-+Y^'/:L!P!U&HL M#)(9<[P%[X%1!8ZWT3F'7;SD3@D.B`;-HBA5:07`H^?13L.8-`QRG/PBH=MG M0GOXBP\-+Y!"&ECI(5$2"@6E4[P5-P)R<3:[`3(B*)=@=:<[[_"$@D#"$-$. M$F<`TL02PUH%`@"8G_DR#J,ZN#X(G??$_]E80'-B^R"5>\CM&"N` MD<8[H8ST"ENM2+M,RW/=7-3[HK-A6%>C(Y+C._U5-74HY+>#"^^A0$HHA``V M4CO$46O],<5RU9I<3!T/AB0_D_]F%,@9PE2\XU<93*4.YGYK54)K M9]Q@:0BK3G)],#KO309FIY3GP/I!2OD??WQ9K-5Z6ZU759=&/C*VB#GD@F%F M9%@9#(H'F99B)UBV8'A*%"P%YVI<0')9S8TGH,-6;H856E`A(;:>QG0`;(!4 MK8N-8GXEP_W_ETJXV MMQTWVW?.#9]2]!8R"JQW%,F8/]+NLEC"-&4Q60WYM((R')^Y;C6+OR?8:IX> M6FB"F9)>.DV]B5M)@FX,PW)UUZ.\N_GQAJ[%P%?/@MX M53_4Y?WJH'`D/*4PV@L.I7`642,%"3:;X@0)`6VPY61:WZ;)ZLC'DH;ID9HV M!&5GGX3#;0IPQ(JG" M.*8M0]90$\Y,!'"'&BB@4[E$8K#KMC=+^T12SP/EFB)I,A8Z&\FLAX!"$S07 M:BG#7%Q;)+4WH_J%U-+0>4_\GYW3=@YL'Y:\M/L6[*?UXE3FTB]#"A%V,429 MD9HRAUGLYBJ:Y0":;4L>%C'MC6DU"@II3/G6S93G(07G'`MD%&,.,,&YMJ#5 M+T*#F=WC/C93TE!(8\IM-U.>AQ3["X"1),(BPZ3BC@5Y>5X.9KE@YA5=^@:SH'U@Q1NX]A;/#GVZL5VW^>T M<>Q%'7-"%_>>72".D4=..JHU4CC\5\B&B.2VD?ES#GKSHIH:HC/Y_.=A[]SW^B&+?$H\91B$V6&L*J0,M>E[Z>9UWIG4:CP;3 MO"+`HT1\"R08MDPQ9*#1E%@G&&P1P#@MOSM[CL`X@C(B4+E$Y7_*U5\_PD*? M@WNO*>B0CQ,S"Z.P@))#RAT2$M)P-&U5)0VGU>L(^P\1BO'0R2$)-V%I]>HV MK#>VZ53K_5^Q,\W/Q5WL&:*V9E'7C\&4Z6HF?^:3"N61B,W3'01$6P^"%=1N MH`#X--LP>TI`JJ1,BU8.R7F3"5"M;W=U79[,/#L^J;`..Z$]XEPS20750+:& M,.$J[10X68OYL>5A-&"FS0CY4JY75?VE#&LKES'Q-J[UG:1^*`HP,(P#1QQ$ M0&!%1+SOPU'!`.GL53K7U`\GF<.">PB9<^&DR:1QSW1Q$XZ*LT[]Z,N3'JD? MY^$PV]2/H1YV[0@S5F#B$%-A0XIAAP8&9+/=C3[8P]Z;G=T>]O,@N3;O:K`4 MPM$#8.<^RK21TWIL,7(.'/3OKAX6T#QI*QUM` MG1A?8"69M\%^Y`@I'A2A0?)EJZ/94G>&5N[UQ;L:'Y0<'ZS>;8+ALMFHVW", MVSSA?5H]'YE1`"V4PQ`$_88%`,Q0U=(FH,IU#>C%=/0XN%R*Y_''NNS>K3OG M%N'S(,AZ0[WT.&QRV!/6F+\(<3]?U3V8@STD8@RLWK^,S$ZUST\T!BGZU_VW M/U:;[>>XF)XMS7\;7W#G*""0,L4@1<0H\K)03.3,\C]'!/Y@-_-AZ)S)QH88 M4]U_6ZWW[;!ORMOJKW6LTOJP#"IM]7T?_5.;3;G=/!.Z7*R7'\.O5W>!_'(3 M_E_0?LO7Z7X'96"JEQ7*8B*X<,9!:B4W'##50"1PMOMVAOI0S_3ZS`;0"\I< M7.WG$R6;$[VKD-1;H1CUWD&M`CX"PO83)VXFG3;G+7'I>.8J0#FW*8ERWC*F MN%'AI$Z"V8]Y\]E(E]IG(G]J0*+W>0`4N1GZDJ6@RT6\E=:O_@[RVR\7X+P' M%9SR`"?PP!)(B!`!5-H@(9E*(&D1B'I=4-7L%IF'>3KS9,^ M%RV>A<-L@WSM5Z1C,_J8'$T(XW^N6,W.A7E5TG1!*?JP?MAM-WM`X%&7 M:(]9A7-...85HL0P**1"RK4F@D+9G-S]C@X3\>^8E`S&ZU(R@9)D`K7WFRBH MI+,:I\O)1!I>EY()G"03N)%[`04/D&D)F(.<4Z'] MB]S3M*:#D_F=+B<3:7C-U=N(.:82"^D$<0$7K3A.NIEIA[&/P0.@R,/0 MQ7KS>?$8SVDOSJ35)IZW@\R?Y/')F07U$`;RJ+'<2&"T%;REU4J8=GC-'GI( M9_N8Z$SG0+PI?U9W/U?KOTQ=+E=;O[B-P8_'=]8W$D@A--4T-H8F"B',642; M*R0=Q/QJBP>($S[L&QQ2B)5'5@@O&KJD(;FVUB2_8F^>]/`KGH?#;/V*KTN8 M.SR(OP\M?'BD`C'X8('Q'DGC;0.!)CK-MKJ`K[`W*ZM1`.G-.<'D0*N^!W[-SO%V2S8-2?3ZMR_NP MY__XN/I6U2>R`P^,*P1WREDI%*#$>A#HVQ_[O5]O]T;U#HQX:7A@!/,10"1W,="80=1*VVDA?3\.[5*TZ`BB78'7G M;GMX0@$A1EXPK"%RW`KEPE&]H8PP/&,-.XQ1'5P?A,Y[XO_L-.XS41+OG+:!/JY8'R0@`BC7/>6X$=X0U%SB:&F2YPPVVJ@AX,27XF#ZN5EO'2 MG7CO#N-0P;"]2=NZC2028KXJ>@BK^A9-IZ'SWF1@=FIZ#JS/S_(CL87.$/+) M>84VD$LEG1':.@F0H`(T=*K4OH;YR^U[L^M-9[+QP,DA!$]-`O;AL$[&OQE; M"&\=@IQ0`P-%4!`D`SU>`F8-@#`M<3I3$'$$9@\%)$L$>;4N/WW_51J[+KPZ M,J6`5E!IG6&:2*:\8URT)Q=/11J[SZ]!N9@U-Q(PEV+[QQ@5KKNO0.J86G@O ML.444,@1%L#$;GKM,45Y,E\;;S@#>TC$"%B]=PF9G04X/\$8Y+91R^4>O<7= MG[&R]J!)HA?K?YUJM7#F,X)MPXDUWA(K"(7!M,&^M6VH=+FJ8?I>*C0:?ZH\ M@.78$C[7U6U9+C<^P/5AL]DMUK:QR![ M,F*JH$R-UYG*X^QK3P"EBEDK@6(*[0LG6E<)8R[M5)"]7<&YS!N&0FX#KZF%)8PZ"#QE()@KE)!D6S3D"S&:4UILE\PD"H((\&2/Y)CR\UMO7J(N'_Z M_CJ[;'\Y4^_HSNG'%!I;3PV6%`+-M,,X:+Q6]+E*2W3GUR(<$T)U*;7RVMI4 MT2A=54NW7IZI58X\I5">8NRD(C*650D)C&O]KX#)M&1X<2WB,AU2^;>7Z>]) M,RA\'\0[*0D,)#M*38NR1HDA)GDMLC(94%DVEG(;UKMI9/W3;KO9+M;+8#.I M^VIW\J:CKJF%P-P@0+GDUC*MXLF+M8`REAAF!MMD4..'P::9)R-5[(2='*KW"FO;T52""P\](8JQ@A MD''`7T`6:5<'P*MQ1$Z$TW3ET5]N?Y3+W=VS6_U]%$-;BC2*%V9S`:R57F`/ M>3@L",NQ"49@EPSFH"^E&!I[SZ"`@2*"`-?020I:NF2BFSA3,71OGO0HACX/ MARF*H=^4U\4$]]=>C2/Y04=&%C%N20(,!'"*!*8*"A1O:06(:<)EKGS/P6E! MO3E3C8G'N;60O[_RQ+5(1\866#N#39!AQ!764#/NZ/,"+>)BAI>:#8;Z.,L& M83)#YLTFM^;R/!O$JR]EO2HW"`"J3F3)O!E5>,,9A@9:P0D*5,86YG%1W#+X M_^Q=6W/;N)+^1UNX7QYQG4F=3))*9F9KGUB,Q#BJHX@N2:%UP#1.(^;0!WD%** M%#[,"EK$%$N[_/H9TL"O54!&!.4YJ.Z.,SW9H2`D5FF#D`+KM-9A/2'Z?F9$ M6SM#]64G_1-G11&$"$HXF'; M0MI0W6QC1"=&`SQ#TG?J=CP8DI>6\!MT44FPH"#&-/B@G0*'6Z`X9O/=D(=0 MU3?S-PV=UR8#L]N4YT#]H$W9K^MRO]KOSD4]-437)G.%_V?OZOW%BW&? M-BJ<8"[>\VI9O,['>QFFVDS7(I26>Y,_-?MZU@8BD4".[$/.XT8%1%!K(RD% M2,7(WW3^5&;?;U9E5W6?MGVA9,.H\Q,XI"$^N9A679'0Q;+*$DB57>,F4, M#*)J'$"N/A6)M4@^58N[;;6,)PW"\>*%]@5!`C%HD(:&"&F8QMB'@3ID M)5%!W6A@N6VXG6A7?"6JXY#W8/E!QBK]LU MQ$*4&.^6A^BW@Z-SAB.2@V7SR.2(XOBNW@3QW%87XZ?/=RJTU$K"L.2$"88] M!+J`6+15D%(Z?"EIR1?90QQ3.1\-F-PATY>.21ZGK2HHI;(8&2V9UU!Q]6C1 M>W]:Y13K`&C#H,P?^65C.%0QUE`AM/,S>P9ULD?;#H463;?\G:U M+]=OJW)7O?^\7MV4$>A+:M:9'@4,ZH/1S'I+I,-:!9A:Q<)+W1G6/8_\Z>1M M=Q14YO]L&=BYJX$,?73BH%%#Q?L)XC0<) M2@GW[?=!89H,94^S'F.IR`#??(3-=*K[5SVGL`H`@1`2"M-HS%KA9(.#\R#M M:"![^O6T8I2&56Z9Z64+GNY0!,.&$X6YDMZ&.<4SJW;I5<*G'>ME3ZP>0PJ2 M0G/2([WM.ARF2&^;1PR<)4@&!0-2*XWSWG!N M&A@\1[FR'0?'P/6FLT<,W%60O+3X)V6<09H`A2B7`$(IC&Z!LD"^K!BXOE3U M#81*0^>UR<"+B('+3?WS:M`/ZM7C$F\?MJO-8G5;KM]LWH7=Y\]_JO7WZH]X MIV9?^_[JYP9+@SC&#,=620>\$PR[!B<#7)IQG_TL+E65R(G=[&3L?ZIR^^<_ M]5BB=?^X@FMA'(L5QKFW4,4B]K1!Q3J3%H"1_:0OBT2E039/00IO[UN=N_\# M"T9U,*TU\9Y*&O.6O.<-,LXG7NJ5_5PQGS`E@#9+%VC@RDM" M!)4$>^V10ZS!12*1EB&4_20SFS`E8#9/65I]'W5EBL\KG/#(`B&Y<`['.OA< MH`87K66:-SO[^6D^6;H>LYG)DOJRK[;CBM-/CRR(4%H*R*VP'!%$K&&M"81$ MXC73V8]J,TC4$-CF<[SV/&>YDBMBO700:NT=D1)A?$0+JF!ZSSK&=EPARP#? MA`/^7KV.@QI.(-*<4\4]5MIQBV(X-?`$:B6![?1@S_6@ MAFC*M=.&4&JA!DPY:IIY68%S.>F2#FIZ<]+CH.8Z'&9[4#-&_2"BL"#$,D`% MEV']\-S9!@H.2:X[BX??:]J7TC[U@ZX#)==V/D;]&$6HA-03@AT1G%@D.&QF MAI@`\SVJ&494OT(R:>B\)OYG=TPS!]JOHGN<+&E"B(+.,Z0!4L&`\`339DB` M)7J)[?G7$2Y[L5E%"+L1$.8^V( M5Q9[V1SRSDK$:%B]5LF8W98]/X$8O(&CGZX?^J>\C0Z;@JNG8UKN[ M%O&>$2H9U)Y*A0FT1+:;G&4.!306>*8D MIU)"'H,Y$&H=&XK-I#;S).R/BDS"9XW3/^ONK@53!E!%=%!IC2=(P*"]ML.7 M+NUT;L*P@=$_Z]$QRA\4>7WTLV"6.N4MI91)@01CQ+50T<0["IZA`FBZ+C\0 MDI<6^>JA9,#(\(D(*0SGUF'1S$X3[^:LN:=3U3<$-@V=UR8#,]31GY_Z_)0W M56_*S7EGW-FV!4<.:8L=I5!SZ"%2I)V/1&XFMYN,1\N9DD&I@.0@^&/UO5Y_ MCZ?F/]];WT7VQ7X%M)8Q;PBDR#O,N1&PU7Z@)FE;>OYZHJG$CPG.2S+,'+2R@$`YHA0EE["`2=3(LHS%^U M-(F<(4AD.6:T+MYX#&VPYWT8%/+T(:B&!V%*(B=_G=(T<@8@D4#.]67,N6.2 M2DXDM0@!X1WS[<[*J9AUR9O!Y`Q`(F'/N;Y2M@_RHAR%6#@'!&=6X]9:0A"E M?3F9"LD,WG,&()'RY:C-LB='I]H6&&@$I/+4$.JH-\J#5GH8AFE1CYFJO0S_ MC@8#DD-E_["M%U6UW/D`QYO=[J[<+.XO-K^@MI_O5&`LO`U@,205ET!9ZEKG MI22)!7ZR)Q2GAKR.!LR5'^N[NSC/^LO!1W#R$_VI14$T9MM5ML5[<1YO=?_BZWJW@\$(U"7>ZN.!RY_)A" M`*NAY\[Q`(%5AAK76B[2)M:(S)YC.TZ0^JA0Y?.K]JO"?JPU+F+E2T2D0HP@ MK2P*BG<;!B+E"\F"3:4['8G\G_]/;J!]^&?YH=HNPA_*F_[I)Y<>4F"&#?$H M'O=2K;%!4+5GP$$;2:L7E3V+=9Q/?T2@\HM*&.JJ7JX6'X[IDFVN9&\Q.?>` M`CDDE+7&>X`DD08"TD:-<9E8*#I[6NHX(C(22'F.8QXR9SN4^:=-"PH8%481 M!"S7"@!'PW[7K(N0IJT*V9-$4RD?",>5BKM=[1;UW4&6%M7%Y?ULVP)QXJP) M&YG%0@%E")3MXF12ZUIDKZQ[O3(_#AZYC>Q#[==J__Y+8Q^:>K>_I+QU=RZ( MI)Q9ZP'@3GI..%"M(:,]2I.`[%5UQS"Z1P$HV_[=4P)^:5LHZH1SA!$<+%2KE[NO':E&%'Y?O-[]7RPZK[D*_`ABF MI$71EPRL%F'[@RV&4(/$*+C9._2F`">O$/P6X'I;[W;O-P^_"_M7+T$XT[?` MQ"@-M*$>$B#"?/'#F9V`B>?^\`5Y],8%*,D5?W99:@+QJU.K_Q6]"ZXXA!@1 M(QR#Q&EJ'UP2SOK$U7_VCKSI(.K_X>^JQ7_=U-\#%.%]^_C9X_N?HS#@1Q_\ M\;>/1/)='1$OU^I;M%Q.B$!'CX([@H-MPZV.\LL<]*Y5="!--,[A['UVX\*2 M,^(Y_9Y4A@E#6'F!PO+DO`RRW,Y)&9:XJ;\8W]MP2![1/'(!KD.BSO/4VO+E M:OMWN;ZK=+F.]L^GKU6U_VU;W]VN-C<^K'R;Q:I<'SS8D0=3'DZS=F][%.4: M^NC"*P^#MLV<@(90+0ERB+-8/<)P271GW.[4B/TX-;&NTG#7A.L M3Z6D%E0R=C]S!B!*W(VO_E0OUO?*1V\].8+E7"N#/9JKVNVJO5F7NUU'+N/9 M/@%Q),+6%OZ%0G$;$($-XDPCFJL8S54IC>.R?5Z4!D&50P-HQWH8Z>Z/JMS% M&][?;S[&J]ZW`8M#5,%?F_KSKMI^C[B\V=S>[<.?ZTW,]#BDZSZ>:&>:W%2O M+"S5S"O%4:!,&HN)",KU/;J$`#3?5,L1).:<#,X#Y/\7Y7%1SB_"'1FCKTB" MG^>X`QT#RBH)1PA2GR'B%GE&*:-PH.AU)ENY7K2CF:FVF0B.=$EG^] M.";M;Y9NLU_M?[S9?*FWWP[?4/.W`3Z!QJVXK%9'F0X_/!7E\*NB>=6CMU^R M[KNZ%!AQH0014C`OD37``RD(E,QR)KCM3+*>:$[G[/)+S<.B`Z"P3EGK&'/& M685A,Q>&65H]QY'L\/&(J$='8K;V],.:$W>G]U\^[<-JT&%/G^U3<(V)8]*K M>#&2%,!Y#1I0E!.Y=+]>]O0X[#YUJHX$38[M^O$0.\V%7QL7'#LAB10JEJYC MGEC+=#,C[_2,*VZ/P%(]$3RO@?C967BSX/L9>*Z_?:LW1W.VTT;[M7'!I&3> M6*B-8@K96/+:MHL@ZCYNR*MC#Z'D*;M#L\0"16FP58".LA9!HB'#2.,)^PY#!%[)MP8D*JJ1DV$/@.!<((1%F`)@"#H%$O\CHP8*3>DB&`#(=I0_"YL-ONOQW M3UH7!@3[0(<16^\M9H`JVZH8E+NTCW7T8,!):1T&R51;JU^MJZT)@G93;R]O MK#^U+"@`0E+*H3'26`DE4*V]9Y1)"^\1OPFUU"!S3?:6Q('O'IQF;A/$J M1"@75C-L&0XF&&_=$W"8>G4]KOS]U]='[0N&B-$6(N:T M(M`P@/"#$<=WS_6I\A2_M"D\P'$-@=98 MY)6&ENEVSEZKM#5U_%S72;@;@L1D7H.#>^K@Z/KTM=Q6N_=W^]V^W,2!7G8A M7.A88!@L9BHM(U9;A"P#OEU2D+&)<3[J M3;6,2=@G_;J=?0H')'=<(L2=(MHK+CUK501+5!KA+\F#-`XR4W']=[V^V^S+ M[5$C/Z`,,.;^6"2>G'>RW`HC0C,5$1_N/N\ M7BW\NBY/Y9B>;%=(*SFT/*B&RFI'D/=2M=H%3+PT;?S,T@DI34=CFGA#5VXW M0;)VP?0Z:`0_O[.-+6Q>/,H[5$#"KM9W,6Q[$_0G6[O]N6Q;N?3*;WMD?HXUBL*0H-!#+S5C`E$ M@]:F)8$L*.=$:A$4]JZO:*(HNL77:GFWKMY_&3C1KF3)<5]40&6P,%AQ`"%% M!!BN/&0B:$<\?.4ZU\5/%],J\XO.TYB^Y\1\MH&C`['0/TX_H"/T=,*W%A@[ M&ZL,A^W'`$RL%+(E1K)41\C5'\-5R:#/)9OU7&G)$7EU>K"][EGLZEH`0X!$ M1GC-P[2=-H"AE@$*V'R#:F*F<9PP"T\R5X9N'"X]'W2PK( MN$#E$(R/U6Z_72WVU?(P^K\"#;N/G_[J<;OHA7Z%-M(IS`A'Q`D`E9/2-O,4 MUJ:YH">+,)Y,(,8$Z?EVGMZ+[=G2:Z,^O_#$4ZL)(,9RH3CF@M'&FC-(YZH( M-$BX,AJQSP%Z'J_=@PEDRO7B;GT_@YB8OU";Y<'95BV?]KKL;QO5Y7>QF-FP M-WV[7=<_JDI7F]!]_V']Z':JJ=]SE(A=K'1PLUG];[5\LWF<83XEOB=&8[Z6 MFYLJ#.'XN_>?UZN;8]YXYG'$:MEO-K$X1/BJZNV3-H<_9QZ2C0^JEH]_]:[< M;@]5'C,/Y=3O_@C6U>K^#]O?JW*]_WH_[.=SB!_&5-V/Z3":/C[N"[T*)3S" M6@.I-!,"D)B1(B"SSCBCC>DL5S&UV_K7L??W1)_I6P@E$`""QW\M=X9)PX]S MM@9YDZO4RT7G\BB"0)F"<8A08!(%H M0`DZ3J[2$HGNU\%4U]/@E,-@.#'W\.Y.-]6E;H4`2AI-"+`$,<"]@$HUL]30 MR/GZ04=@KDL6A@/U6L5B=I[+F4G#'*3@0U""M]5^M3UL5_>Z8*>KZ:KG%)IY MS[R0P"&H,4>80B0@5]@+RI7+YN'NYQT8A])..1D/L&<1G&.&A`G*SG;U^>Y0 M(.T:>3G1O4"(*!Z^.D^(EP9S:1$(L[92&25PX,-SA'JDD;]$@Q+Y_R/O6IO;MI7V/^K@?OF( M:Y(S3N.QTV3.)PYK,;8:6?0AI>1-?_T+2J+LQA(E0B1%I=-IXSH$"#S[<+&[ M6"R4T!![P+P4F&.IB:_G3#T6`WVMT0[ET3)K[5"V0^9?XE`ZZ277@@,(>%@V MJ:$(UZ!@Y8;:C^S8H3Q:U$<[E.UPNE3/P4@N#)(P^.'*4!461\NVL[3*7Z)# M>;3DVK@0<4#]JK2X((?R+&P8`PLV5EZ,"_FR94*E@Y:`X`5)JA01Q(JM:@W* M=F2UR;L1VV&G\02(SD*'*F.CK?'V;+[)95;@A*TV^K&[92.>3U2]56>:;G,O\ MR^9IL[I&X.ZWS3+FE_/)7CNAZU>-I3456]IKQU+ MO3M@6LKPP^(A*ZJ7E0UR^_FA1%=E18EQ&C@LO&/4H*UEQ+B.JZ30VU7>WX!I^#V@56[]];*X>TC+ M[+K([XOT\6QYCO_WE%7Y_O7OTA^5)APZ\7/8O.//677,)9NH;UF1W@=G]-RI MN*\&]'NV>)&&V^=H_K<,=DQ_/:OYI)K!^VSQD$_>K6YN7_%K^#74- M=O%XG/1W/)TX[;##P`$0`/%8>F6V@\QCRD+(_':6>XH>-P8PCHX6C M#UA0QBSDM`K]8AI6<^*KW5UN+5-:(GC04;KL@(4E3B(""072:&TQ@%6:TFKV MA%APUE/'O4HS+F#1#J[1!BSTL@R(E:6Z"Y,MU^)KCD7L:9%0;:V"@&!@+&8Z M*+KJ1N`U($;:H0X9]!%F.%K6>1]0#;&8[QII]6.1'78"#[9-JFI=2H=Y4F8E M$-90:3;SI10S,]XXPLD2/((176#UZW-D=+&"\5'CI#20MY7%=Y/=9_.['U=A M9;VN!M.0$=+P?")I&";DV&LI!'!:<,?J@2H7>X5*7YD!'0*?=X_.$%_V\X)W MQ+FQUP^']9%RSTAU#9"QPD,`_18?IVC<69#!DK][6?I/1FEXN6\NMYS^O4HZ M.'@HY'#C1(2/16*/G<%".0X!1VK[W2B$Q[ONGR*^1B9TB-._@2&C6_7'18R3 M5OSK\.NL*K=79(ME,<_G=WDUG$H-3K=#:[``6K1/F#!2,4\U@P1Y"+D1<#,1 MQM58`OU]2";O'ZZVG^,>2S(`%YR'@+1VDLEK6&&`0N)`PYM9LJA0G2\=N@P`FZ7D!"'YJ_,G]%9 MJ9=(F].C5]>S]"Y[FR_+13Z_7=ZGQ57:>!CM4*-$86T\4U()C:JR$$0#7@]9 M"S&R.%97^.<]X7-"0-+ZS^_FBZR8;T[)J6E1W6YZ9'BRL74BG63(6RR%8!"` M8'K1FNZ<4'&P(-BPAFH_0NX!J.@/V.1W^7RYN,ZGC8Y(4X.$8\Q-DA]BT%..;HJH<4/'H-IVKP)[Y M-&\0XO['$P6I5D`3Z8U!!C/NS3/;?&19!G8Q(NP,F1,LH=^S[Q^*65;5:SW. M^/FY06(0YD(IQ32WNLHJ)K:.-4CB1=QQ('XQ0NP0FY9B7$]E'?']JUJ0OP5/ M;%EDWZ>+A^D\7Q9!K6>30+$PHC*;/*QTQ28/K$'8IW=;':."N,I4)4Q9IY6R M5-?3EN&/*$J(BZ'$X`BV),['[WGV8HC/X>/R1.ITT7$"."9&:$\DH0@I8^@V MSU+)H`NCR",OACQGP+`M??)%.OMC'AR!,I]-)^DBF[S-RZ=I^&T8]J7PH3^PVIH-KUY[7>1/65'=7]AD M/!QLE@@NO71,,NVY=H@AJ&T];*Q09.W7"PJ,=0U12\E^2N_6ES4&Q5*4#].G MW5'>!B&WZB'QU45,@%F,@+*$(`IYC9#25$?NWE].C*Q/M`;9S5T$-;2J++)) M=;Q=KS[EH>W:IG:)=]``[3PRQ%,#,=&LSGO12*`X1Z)]9&94^[$=`C8(,=;# M.[@_]H_G$F4T(YP913$FQ!&!0*W;JM/)8RX+T(U\?I9Z!^A.=)E@J5P_3.!;GV/=FIT5" MG'<.Q&4H8:2GU;5PASRZ>3I*+;_47?-X%WR_ MQUWG<9L>3XQ'@88`>(*<9RJ8'[8FJ!$B4IBCJ(/05I@=PM12FC?KQ-POSS&< MG5)\_5C"B(%(8D'"FJ(%(EBS>E@6P<%2$TN[)5-7O^;`/"'^6W:6(SAV"X29X%'WG+EM)'`X^"`UNN6#3_$>=>=;YH!M$W13Y799-2A^`JX:X-_S0I'".[2-!A$`F(6>`4FJ%94;7`2@;?HJ[ M:Z/S;?I!54Y/V)U/Z=QDZ6SZ]YKV5WE9?IC;:?F4E^FLM?+9WU4B!8,82J&- MAE@89:LZ1ALT%$1Q_F/GN0+G5T*=03@$H>JPB,D?_YRN4SUO%]G3B^/OZTD^ M+\OUFB2<,&V@,`D(#1#&67&YG:PX7(!\F,^&LIO=I MD(U;6]UDCUE:+M>WZ;PYKCY-!V])*`6(.8Z14]6N+S>*U(%+)Z6/O!>E\PR( MRU!>I\)[/@MM=4O0QX=T_C%[?,J+M/CQ[O$IG19[XDKQG24&`Z\YTQ8;`RR& M5+&ZXI`#`D3>K7?1D>#>47S!J\'J;/9X+\UN;\BD1?%C.K__E,Z661C5-O_A MV:0H][I2D<5`AZF9N658TS;HT9TDI+H%DB/,D728,8.@D%PKA[13E*B#*O], M*'14.10XXHBQ7DCF&-'(A7_JV0NNA[H(;&?ET#Z%&5`S5G/)$,G@>0" M```A-=YA8VD]5&7Q9=5^:"_&#K%I*<;_+.?38"2MWWU=3+^EB^QJT52LI;%% M(@VR`C'.%,``0>>JDYRU>01XG/X]5\&']H+L$IS6IXQ62N!'_L<\5_-)^O?[ MP*FO^9]IXQ&CQC8)#ZI#,T&H"A@(QD@@7#U@YR,_RW/5?&@OS6[A:2G/W_/@ M;KQ[^]_FQ?'54PEU57R.8^`=LH9IA>!6ZW,)XGRO>:!7=,P^!L>@Y(M3N(P_0)U!IN[3LI5%SYG'/5>6@ORQXP M:BW>,BT"!K-TDA?K%3HK4G6W##;[W2)_63HMR^JRI!M!=XUP"U=7'N'G26WCVL3?*KV5V3 M=[/[V:"=6'4!'5#<4.@LA4AO!P@(CJN^?*ZB#!&.32>PM%7:T_0QG2^RS4O3 MZV"X-6CD?4\GUB)/`J,(9=02K"0VNAZD#KID)/D#_>G;CI!I>^JNVAS>$X-_ MM[8"@C%>'P4_JI3":5TFV`.)A""$.$R0-UK![721C,R^/%N9A?9$&!2^,R:* MO-Y5;Y\?\KJ/Q$(.+"6`6"N\Q!@CLG7[F0>#Q:2///S9_P9M7]"=CSHQ=VX+ M3S$&S#IJ-4$.>NFW:Z`U8&07,YR-%FV!ZC,AZ-78;I>/CVE199S[Z3S8J=-T M]F[^)2\>5YJP.?.F@T2AKB_\-:MK,6X7^=W7JX;$G-T/)D`CAX7&FF'%%,(( M44>S'FUVRTTZOS^4JK)])MBE!C-C`V4\">X?9$;P,&DJ@/34^Z%N-SHJ M[^04F>7=`##$>KD:V\$;REX\E>"@X;DTB.(P!29EE5U;`A(AAUV2 M/`F'RY3IZ-(RAA7E\"+\G$WO'Q;91'W+BO0(8>Y\/K&(,2NX4H@#SZ""1*KU MO!2P"(\L^R)*(GGW.+2-A]1^47TH8\]RN.?)!%(AJ>3`2,2#,8XE(+`>'),F MSOYI[V<,M2AV`\.I,EI5']V;S-;<(!&0*JLTDAPY1#B51/C-4(/Z@61\*^#) MH.\7WNG`C%J6HUGY1B+"TW9LBNGB[Z]9X=/'Z>Q'?=BM'D93A/BHEE7]'`6Y M)D']0&\A,0"*>O!$XZ$.6!P\W]6-!/(^P8G9%'CUYL_3Q5F]%`HK&,N#(I:V\]__;8/7\PL M+4O]PI18523<_>$WMTD$,HP9)[4P$#&(E/1V,V`$F(X3PQ,IUI7H^Y8LPB.O\>U8<+=2&A@EG4GE*I:/*!=-$8X)X/73K4%Q=W!YJ M_G4MT>XP&2+@L!K73?:TN8K[NLCOB_11+1RRJ&B: M%=-\$OZ[TD"KP^P[/_N(?A(,!3&"(T:0H1X2"@&K)Q;6K+@(8P]E^CK2`OU# M=`:EL&<6^X@2T4L"'=1(:$<18@`01+F6&PP(\#IN^>^A)%^?RJ%#@,9#DK51 MGMGH$D40D/PI*ZIY?/B>1*' M'(?C&R=.8L6E-L#9,$>E?'!>MU\&@W%5S'HHA=CZ,1%.@"+6W5O'#9X=SQ>Z MY:5&:7;]CNPD<=YAJ`-,MKI-P%%)MG%J(FCD5>-]5'OKV@_L!Z#S^80W605@ M&/>S]_+\3*R;>$RGB4(L^,S4&B,M<2X`#\P&H2 MS:?38F4:OW^N?SC4>U199HNRNDEGFOXYG4W72?6KOYZHQ;;%A_E-=K&:&&Q]%)@4,,E MF1AJ,Z]57;HSD&4?7;L$=PC[26KZ>PL&:8ZWZ28A0V%L`)%,00"`%I[C& M00>`QI>]U9>@]_&H1QC_O;0:32+91;+IC"QZ-W\*SOL*$'@P#[NA5<(0=MYS M937VPA#.PB_J.6*A1G;):$_RV\>2D_$Z%R=0%"HY.V9$=,CT?)^+P.A=8W3LRCH29\W,B M#J\A./$^_2LO/H;7E1^^V.S/1;#YUV&PV\KL7WD&!QRF(WM($#72(L81A]@Z MSS"R6Y\!:A2WZ=73X9'Q>$S]H#L29AVT:X_N(R%<<@N#IB6$,N69,G!K^U%* MX7A=IPR)O?>O-Z^A?[J0@-(?'5P2)U?U]D]U6>RHLB.P<)<*AI8IV@SBMI MH$!&?8*@(OC0V\>3_]\Z!BP(>AALZ>\G!Y!AG\^F%3'6+"7@%H(E&($ M2LFW)CR+O(JHMQ+F_8O^)'B&$/0?MQ^+E8]67;_W)O^6%?.*F0?EWM@NL5!A MXS0S4G,-B2>6^FV4V49FA_56%;U_&G2)UC"L>![D_[-W9I4O6[U?)AOBW6^G:YJ5.``):''`T]1E?.U->L#=R1+2R*).S]])N*>FY[;$/ MQ_FQZ?Q(K.M\?6TYCR@_ITQ;.8*)4](Y<(X1AD!: M:%!R$N>J=ERH1I01VGPYL_OZOAY-H-W?,-8&2FT(.G@J:?PP.];"JQW3Y2I$ M>01\M(WE"&A>,W^*4X(ND38G!9]L^SNM=L^\U_..?_SC4+N7`@$HQ M#(@:Q34WDS(O35%A)1$AQF!K.0^:2.,;PT$;$X;E6$X?MCP;=48`\=RG MS3^7=Q&@NW@:#R#1RY-4'C0AEOAXW3DCXP$+QC8(!,9+K75P]A/H)!C/320W M?YC?UHO;$VCTY12I*(A#(45E&?-*8B==HP-HS0:67IKL#5$Y)#H!Q'RQ[K>S MU6H+2Q&![!,R%M+XG5.DOOFXF/_WOLY62/70KZZ"QB00'T\,YCUE*350*J2` M4^*($T<[8%X4XCG*K>[[M96W2"J+N`:NA:,6)YQW2!OP*%>OT^A_`J\MRXHR3T)GALEB'5/@('@D,MRS%YWZ'0SZ]P/\^B*U8*A6 M`E%FJ40B*`K&-/O'7HMRG=RC2WAPR'88AJ^/2\4YO"^'0M<5]8_F#U6`4=P= MUP:,BE98LUM*2;::OF-'_3M+L6_4OQ]@KS7J[RV/*"$.QFN>ZOG8T**$:!AF M!UQ`T<;1E:>,4KCD`"_(]'8[`FDBSEX8;2E^VJD%X*IH>A>?J%#1.@D!GW+LE"/3#)L>G_MM; M]8CN\O*`RG-$G<2!4HJ--L'CB,[3SE20PPJT]@_%7;Y6,@J^YV'.T9MBWY"* M>VR$5-'P%,+[>&RR8)O=>:L*+A5]JKB.2O\DA*Z-!\7I"J6(_Z3[WV#T4E#W MW_5LM<;[.Y1T&UA9A@P7+`3+G#,*:+#-06B9(+8L?>!T"2PG1*>W8,F^%>QO M,M)E6*6QY9A(I;B06DHF-6OT(JNNH^^WC+,+U*97^6SW^^.ESU)6VOKJ# M/O3Q?DW%+""&,0T$&^*20!`T*%KK_%G7B[O4'.JE M4^[HF*UU[P0G`BD>E3PLO\?8R\DPO!:&%.?-OAQBG&3[_;Y8)RNF M?M[:;\MMQ/;G/Q?1YCC@&>TTL@+P")`/!H``XLPCHAH-049EH2S7U6GX+Z>$ MIJ=<_SF[V1JCN]_X0&6I6[4U`CJ*.*DV08W-E?C MY+P2G@R?GF+^=>"'M\.XRCJ#9*#>.Z$$%E@IA9N%>SRPIL%D+IR1!#L^,%E< MO]UUWW$\`)410B`6%&7:"Z0#Q9*VK&8V6W2ZHW\OIW$['8R%4>E=O9JG3+&; MU&"O=O7N[W$(]O+5*FBSL42KM1P"V,C/]: MS3?US^_?CW3`M=-5R%O%P'L`Q[1RU-(`3ZAP/;2RX'21C$(I-Q3/OJ&L`RO: MO;FY_;_[IY+2%VG\[V;KC;NO!X:)CL]7<:>$DTISX@%+ M+7B`>`IPI"TE6JNC;57.$"=:/VWBI+C05Y-4,NY6I5>"S'D<]T]54`T*%$$N M)UC?.-"8\NT3"#H%O.^!GQ[N2D%2>@)21.!XDH=4IB@TT`I%!`QV!GCG=)$!&T0 M`=]L(U!>6&?-D>0[&3Z%16B9(D8B%_?@N;5<@]"T6;Q$`Y/3\H9Y^@MW"FC. MY!#=:YV-9,17GG,BJ='82$-SF9A7W]NMFMKD_V6?Y]_DJK9`#*016W@)F&JCC#2Z*BV&)+3D#/^O_B]MAWZSGE_3A_^5R9J>IR4K-3GM79QVW>=HD*,&1^4`:2`&,"* M)*U'!R6$`:J/LG[BMXWP"+.[%"KZ]6-=;WY8+>\_)^6M:S'J`\.KJ#QR[J10 M,B#JB)0\?@2>=NX9\25XY\<7X[X7B>,A5:PK_HN]ME_^S[Q>Q05_?'R3GMD= M<;IWFZ"*)@0W#EF*(1YYR!LL7"N+:.B5Z%X?EP?[238>;EF?6'_QX''][1:. M>DY[S5-)FC8L6#1#00N!")CVL^PH*[@BT-B"WL>C"6%\O;0JSE-_46PZ(XMV M[7"V@."CI9L/C*JD=/%H!Y;Z.^)`;#0,6R2#-4>S-LY4=V1<^>UCRTD]8_`<-)VO4Z@G[NC`?7U\M.=$_&'*Q401'T&B-7(&\&IA79'6N#"$H!R2L:)#<%09Y,0XMV+@O%'TR2G MV?GS,ZEFQ2]LIOL3QV.35-8Q)KRQV"MD$1)Q^[A!07.:2_7N^\3Q!''N?=$X M,E;EIE%TR06#1WLW6[_\/OI8EL48\U=64`HB`HYH@`#81ENH`1L<%)F$,067 MAB3RC0QN,2FD^W=U/-0^QOR5BICQ``093P223',##6Y1?0OENB\S\V8(:R=" M_SM[N^)7G&OU-9"V:-^."4@P/I(Y+JX#>NJWJ!VXH'K- M4WD'`CG+$6+$2`M8&M3@8)'(UE9Y,*/&,S^G!.[,!/I]$?_K]MUJ'K__>7;W ME%\QC$0OSU71$+!.[;P4(UP:2]*3X@9U<,.,Q)Q'4Q8BC0+>V4^CN]FFOFTK MSPT]B[Z>I7(N:",1DYQ*)146U/@&`X/),)4XYYO!3"?12;"=F3KFH5[MPJZC MW&=[ITO50XBV5$F*E6?:^-HTP)WO>@RDFN,.^9"59[ MQ5-#!.G`8]J`#6!SI6<,#*I,1*Q)(BS]D/[NHVY+0PF#,$H%N3RQCD,(&K6X M(5_RV]F\O)G$63T,_>_L[8K?E498RB9MT1$6;[A31F)JG([7D^7(/D-'T"46 M:QM/8#TC+/VP+"C"`D1)&5R(8`CIN!::A&;A5*MA:EGA$9;^)!@?R3,[IK[V M*YA=Z:V?ZLW'Y>TPU]2!"2L2M=\0X1!4,,F"BY\3WR`3'"\LYC*YN9H%Q7PN MJK>SU6JVF3_4K\4G%9")GVAEE3;Q@XX=\S(%:+T`;IEEK]XGY;PFR&F!HR9& M'#".@#;X.`6751RML[!'\DGU`V\*GU2?/EGP>.!E?]>A%;<$*46),YPC1F5< M`&GV3*3(U?@WBVNHLWP[-<$:#&)/#?3X&O9:N=T'5T)0*;VAU!NOE?62TW8+ M\<83Y3E@QI=.#[&?A-I%$J`8'\8ER/TD>;];+1_F"8+USXNMJ;,]V`[8FH<& M5-@Z<#PP'Z@V03H=E&^6:IPLQ`"8`OOE!/B\UB(_R""=GD?CB'EZKTJ)1^W5 M"7)8NZ")B_SD4A/.`/"E5'51AC`5!`=+&"-(@\7MK@(@5)Y6D5>87<0H.@""D/'(>Q\410PL&/>\>,Q-814C3L._9SRC'S3%5O\)#@LO MN"8$><4%EB*$9WA"84G:(TEX,GQ*"ELI0[FPBF,$D:B*$"J;A5/FAED4>2O_ M]!?L^,#DN*%=_L1Y>3:("1/]VX^%23:YA-\G*T^ MU)TC'-^.K(`X$K7L>#9'TUV+^(N#;!8?D"VL/=AD-)@&KC.E`+:.P;!^?3JM\'`"1CF%.&O@50]H_#GO&X:NGN_6#[M&KIMM(]?;V>/+2LP8$T=C(!60 M=(3K9`=@2Y&T#>F59L.RB>7%T>,L:(Y$I/O%9%3J-W45M^T,"00AJAF7F#'G MVA.4P3`;75T1F2;%W]\U.#Y# M]Z_5?%/__/[]P02:?C-5Q@J+`PB&082H12"N?8-%5%"'YYGSG'SVTO^^FNF^G879):MS&(;7PI#K2O?- M2HQB\P65=]XK@Y"*9IRTE$6;KEDX$RY;:]<3\@4[8]\K7[`?,,4F^B(=<-3V M1+P_-2.&*F]#"XXWPS[3>1-]^\MW,GP*R]-7GAH=]-;,5L%)#98UB\?.#G/% MYTWV[2_<*:"YE%0#L-H+"2"!Z:@7<^U]RU:/V+!\N0*KPS73CXZM5-1O M"&=&:L,-!&8HMBVF%+NR[I`\1\J(@)V7(&^7BYL3./(\O!*&6*,\^G_VKJRY MC1M;_R7LRR/6N;F5Q"[;J5OW"<616C8G$JDAJ<2>7S\`R28EF>R-:+#EI!*[ M;*N!!KYS&CC[H08RP[#C#,/]KCD'>)@Q=`*AM-G99#!F5W%_/&VB)/7++/X> M)_[KN#YL%#NQY((`Z`TPCG.>/.$0WZZ/'C8[1["P`!F/M89`(<6)JZ&-9W@I"V41UT=G M-LKI^N@'\%LQ;#L"4V"*X8X`I#FG:AOBL#L!-$<_J.NC,S&[6+B'8?BC<,B/ MY?HHRAC3=7T@*9G'*94@OA,"Z36O%VY<.7?7!=;3SMCW+4Y)MOPF"B=HZ05P1Y0DWED7.]_56E/,3:Y8\FD@[ M*FKY&6"^7]-L$86"-^*DT4`9BBC%#NNI&74.0EK!#T5P[+&KV\1':H&9\#HQW2R M0)`R6H4@@CA(L8H7I:HQ`%@,R_N]ODET*)^,!]T5#HY?JU:+^8N'@Z3>`P$5 MY]A$%O^\=R>?OG_/X^ M`OS38A/OU'GZ)N('L"G]NIV=7STL5YOY?[:A,=M=-YO[QUI,PX^>K]!]?8RZ M<#7-A=K=J^*7\D=U>RS4LWX+JSW\W6W<7GTV5X0)9J99B'EF-I ML(__*P&0A-CAJ-"VFG?&]O&,8;O3IYR7G6HY,9J\DZ<1KVJ;_],OM7E,M24[CV1L==9PE1/D"<:J2($E@@ M`(PG-7#<#PP]*N:BR<<7WTO'(T%82+DZM_KCVG^=/73JZ=IGID`X,EP2#PDA M7AN4>KO56+CX[]-UW8Q"\>Y67V6*VLSP_TU(:R-QQ;'!06(P9UCZ*AP(SZ>O/P&$L[3"3[IC- M?$>F]SBX]22\NKFI[JM5JF_\7.]O('?CB("]EHPP8I456DO(J;#U8KGW$[/; MCT_DG&@5B>-(7J<63>3P3(B[!BS5`&1`1.;47"!4K]]Z-2QNO5C3J]'TC*$` M%2/PV<_[Q%.!"4J$91X9XA70BG"#ZST0#.UTI?\!=#A%R8MP>)LTG9R\79:4 MY4FX[UK12L07SP4DN9+:&@J`T-QX&@7$>A_)5S0M$7H0!9;Y]E^$CKN.$.UT M?/Y<$$IBE[+/+'0%9D;JN>>RW=77W=/_S_*ZEE4;K M\$`4(4)1(P3&CH)XM<4_U\H>TA/K"3Y8!O'! M/!CB$[7(I*)/J^IG@&=MTOMR=E*ID#DBYP2*1'J M-D7$IGYGM]O$P- MRP4>S8]X&<'S8M'WVUT_SF[.,=K9F[+3N("-E$YAQ"B`V,0#!QP7KB`?=OJ. MEIQS\5>;'9&>I'2SAVK]IUK/9\=5-%#P_.,!2@"18)!ZP*RDPGI6+Y-[A8;9 MHT=+I+F4<-F`*''$UGI:6U;EB^>"45`:BB//><^\B)*>]O4^!,(3DX/R&3(N M0:$D-7?9*U%XN[EY>GBZ3^$BQX26G[M1NG6.X+#`A$:QP5#HO8X,352]?R/1 M,"X838K*SP6Y$2K)(1T8(*0>4)P+S8QC!$ACL97UZCGDPW)+1A.:\M.W)P`E MR;<-ZHRL9Y]641K8=?;N0-)3PP+PFEF4ZA@RCQ`VT.K#+K4>>#N/)E;E)W,& M4$J2/O5KVU2+=W=W'ZKMF?-I^7&63*ZU>>:W2(P.O-!IGL"51-X*'Q5^&7H,ZSOMTYQ=?NOI_5F:[GKP!ZG!X9X M!!I$HPB,F8YZHU``HWJG!O)A_#!:8_3\_)`%EO*B8&^Y[R#"`(II5(!DU%LX M]T98;6L11@CMAD40C-;J?"PA;R`<4PP0F'QF>_VC262R7Q;&8`D57CO"G92* M&>499`(+0&R4)0%H/2TG'\;`(!8<$R.I!-)S8J':[T]12R?13O$"JG0-8^B% MPF3#&'8]SX_>OME]*O/S\4M5)>.CNKW=$FIV?VP&N];?XE\>E^M9LH@\/:[C M%/=/M\D^&9^)VY@OGJK;=X\I824.;8N'*+.```Q3WC,*B8#>IK8B&.[)I37` M;RNPHBOK+=\`U"7$HEY[Z)2;/'#&`*4FBAB5T@TDC`H#T?4II*F'?+I1'U-C MGN4U"?(WTS[':'+!*W]17KW(\?<_28K_4'VN%C???EK+V>/R?MX4,],\ M)-BH#BMNC!28"ZVL4*R^IC3@OEA^6#!K<1)5%N]GA45:!'JSHP( M6#F`K`):*2P/-M>B^\YLWG[7M(X-2D,)&(R' MD"(""4XPY?O]&B/DA$6ABRG8@2-R8/7C\\CD)(_IL48VH>#GY7KS/BVFHT3P MZOD@%3)"$Q9O2B>9\(H27!M@+![H1!A-',@(_,F+_S)T>I+Q'ZO9XG;[]H^S MA5ILEHOYLH&*YQ\/B-&4'1T%'D*,]D*#**#LE^F`+W6!7Y&(V<#I24.[FJ]_ MC\)'`]U>/A*@XCKM0V%GB'!24U2K)U;J@0GAHT5RC$&KBP!YJY$=R!KAO#3: M2J^M0%[*/#_8=S?44)\1E)*D?_^TNODR6U?[2NZI;4+)4YQ,^R^+Q@-.)1_BD%64D//GAY2%87;TS7H6XN:%%Q%@$8Z M8[E0G#&I."8[^P8&],Q^N0*\3$GBPL. MC)'YKI';WL*YO*L9XM7;_OFL&G%33,S0J0+!!&%*4.0A3I3D#`$7>5]%IC=2 MM`>=]]ABPWK.!<3T&1ZB(D*PTPA+[J%01@&+]EM1UK.K1L>,3Y_EZ(A-.)*F M\;SLT:6AYTQ!6TQQ%%^)\A9AH!WTI`:0N&(];SMY5<;AC.\"7<8$L(3(UK*# MGI7T!\P6%!$:"8&!DT99Q[PS!TPL@&ZZ[IG1J-^/RS*B^C?')6PFY^QYRXQ6 MGL$^K6:W55KA>0?2N4>#A0H)*&DJVJCC):`@T_5NE'3%_(#=]+E1Z;7,"E4) MPI=O765H%!D,H#I*K1HPAPE1>PRTIGY82>.1PDR*"$3C@7=E!AJYI1#3VCD% MI6:`(:&<$Z3&6Q--)ERD;12*7]A;:!B:?VT.FYS0\Q89ZR+'>_ZF58[+U!S; M>4V9H2GB0]%ZN92`B7EH1R-&UZ95_>#J2=T23:LTM)Q!@3U&1%#%G)6FMIYQ M;"<6-#,^OKHJ:W+16:M MURY"**"FEAMQ^`I@_&\:$F4Q]^-8P.66+8=)E<$+9PPR$$JFHVSD.47UHJWG M>"+R9$%G"76[&2=02:'DS.%R*%.``O2CPB MY34/BQ%@S"17]I(H@]7`$FVP]W'O3%&OS)'KHV8U#5FRX$&1":DK^&./?I[N M7M?CF(`D%$AR!!!6"A!J)#TJ05H,XX3L(F3Q;SX78,7TB@;ANDV*[#0^4&"B M]`U\JFV8O)&`(EM_",;889)D]E)_Q1EE#/#*G"(GUNF^[N/9.]0%[C9!,!IX M3RVPSE!A("84`NZC4L[BGS4\'`*YPO(Z!W98?8L\+7S[MO#O.)G9DL M&.$I9E`C8@Q`&@',ZR@&1[4<9@43;YZ?1D?R&F?2K]7FDA/IU/"`M*-("D*W MS8J(M]36X30.830L8$B^>?X9`;L2'%-CT\#^_U*)%<5Y#5*$KMA1A@(WCR+%02U>$[1-@AKE*2@7<6R3[.OHT]O MXQ_6F_E-:BVT7$5*+,SRX7&Y2.E/[^[>KZK-[.ON\1%SH)ZMQ]W=53V\H1GQT3/*+Q6D)$2J(0,!)+!NL]QEO,%_)^-!8D MSD2EDQ5=+\=DC*2J[PJ85'?5*EX,<;5JW]W]F')Z.O:W?5!0GF!KN3'&&\8% M,L8)J3@%*EY71)0J,MBKHEP&JBU'`JAO49J&MS=TC6L?%JS"D@@G,),*$XM9 MZC"[7S:"B$PO\C8G+3J1]R*DW@RA)Q,`.U7Z7N:BGG^M;F?IS:M=IYMYNH^: M8AX;!@2C.#=6"`F\LP`PZ-!^J5HB7JY0<)M*E!/UY0C(]"1BLPA]]FYM'Q8X ML)(0D;K84:2EE-ZX^CY2%`R[74>NUYKS=LT.45;*-O5E[3`P2*\]8-28R([" M.N2WE3QV2_<`R"G>L3DITI',%Z'UI@@^H;MVNG2^B+Z?5M5L&YQ\MUQ57Q\3 M#(O/-]5J$]^\JA;+/[8KN6G)+^D]2P`@7C+$<*PY0-1I$K=3;\H2,)F;.2^% MEJ4`Z_N5?WV<[XJ'+>]2EX*G3147M#?'_>_3:KZ^G=]L"\TW,$'?28*BWDB0 M*F=*Z*,T8@4_P`:T&29ICQ`V.!(/C(Q73Q;XM?KSM\6>`^,^WR]W>4]-!&\> M$JPP4+K(L4P!;`VS(AZ)M72C_;":9R.$]8U$WJSH]"3FGIV><=ABVWPDKL/' MC2T^=R%OWTD",8PZI)6T'`(()&20'S`R=EA![1&B^T8B^,AX%2F)$?ET6Y^V MI?;!B^="5!B1IZ+\P2.#VU[$*:G*/L17B\;1I/1A.[+FDONI75S<4@8@!)"H*W&&B6;+V<*$TK% MQ-I:#";`-#OES#P>:\F8P(?&KIS*N7D2) MOEZB<[14WOK57`69@,E`NP8K\?G'`Q168J2$8]Q*:N.9K0X&+T<\FY[4F0/S M1O)=A,QD"3D9T7(J],LAB,P.T93M(LCK9P.D"F!#H6%>J/B[Y8A'24E$P=IR MKXO5`&LSY.3`^+4$28URB:2!.>S/0=&:4R MB2I[\4`];;XL5_/-M];"[:<&!&H`X,`SXR$02$O/U5&GAP1"%>;QV.),4AJW9C`]F+4U=-*Z33X;4@L%I*[#46!I)4T79P^+,P&X"HUD3LQ$L#QR#]>/MRSMIQ\^> MC-*F%$)`SRBB-&H>BB)_C,/2$^ODEY%6.>`H<8)N5Y<:"$;H[Y^'4;4>IBTC M@Z>$JPPB'0YX#%BK;BX<;V"7#[,$X(21"47*%EL??D-3[SP=QRW2I;,&^+)4U9[0\CD65M9<; M>0'>O*5X6J<9@@%*4`091-09:R7G7-1[!P0-*Z4VOK@W3MYQ5JR&YDHT,?*Q MV_=F^5W:EWI(0NM):237Y,&R5$(%,D%!U)N%D8";&@)IS3!WS/C"9A9VN1J, M)4Z_4:/'JUM(9&M9=UM:A^KS697C&'8G?9L?("0*46<1101'%5` MQM3AE/:&3U70+G2C#4?JJJ?0CK7?+9Z7VAE^^IR?+3`+G%<4&J65B*A34P>+ M14PH'>;=S%XQ]$JG3C;LX4!//<,L2YU4`2P!VG]H"% MP@,=[MG+/=8I7"RQ7_9N[;EMG&D_49;.!\N<_)D6LP;.2?O.$L^8,<$_@['J#R54H1HGEI[-5^MB_G6SSF8N+98!D=75MV>;OMU\7]`A=&\@X'V%F,I@KX.QO,_AX2Y:E``&G*O(QEU(TRH)2=`=71";XP9G<8 ML"8VNWS.UV&J_&]VM_Z2OVRYZ&?.V=]WX@3$7@J!O5?`:8(5)M7[6]N.A5LO MC/@=&\8QS.ZP"/]*%YO=DNUBD?\93]([8F%MNDDZ.R(<4B@$#X2^/'RQ M!&LW8[HP/GA`Q,ZX%-5^N2EAW`'G"-$X'KTGI$.XBAX-1-U.*(47PA_W"\X9 M%?_E>[K^=[Y9S#X^/*9WZ[=EP-K;14V'"0),!/\N'M6HC7?*$5K%!Y9UW&<' M+XP\'@6[41*+0_@W_S:_2Y=K\ST-\'Q<'EIF7=UDZ2I?IE\73]=AZMP>V+-- M&[KZMFL25#E[OOI80O(P=TP`@)8XI@V6X27/$.+J)6Y%HMMTABZ,BYX&N&>< M#DLV+$BWVBPBL#Y`?QUK)^VJQ=2LNO;9?:*](-GT7'/ MTH7QVF=`\KR)B4/:7ZON$XBQ)X0Y!+SF@@'DL:Z27R#L:'\7QI.?`Q7GU[O\]A.7M]"M$HPQGE/-,#\\Y- MOE@\TUL#"OMI^R(=KF>3%X]Y,*&@T1#;9+?`SM/=(D?H290-1!-7CM'?X=2>*-FF>0&+]J6\MR%[__BD`QPTVHLI;05311&9B7C#+V&X M-=6^#C6)U5HQ`I(YZ8W0"IOPH80$6#_6D8:MZGWUJ^M\$*3&\"OW#;6V[-/A M1HDC2DA`0.2E&(=>>N1*"3&78+H%P$Y76@,K.`FE7]$>QK>#FD)@4S*#5NI_ MN\_E9GMIW6>(<,88:2B'`5`,-D09Q6(XQSC3NN*XT5"#8![YY M;VBT5%+E3_^6I;/_;<)ML^)8+=8CUR>:4`ZHPLIC1N,_$+(X4`,D#1!,K%!# MKVKK#Y:6^OL0QAO73:J?!="5FVOJ)30<#A73C`SF.DQ;@ MR:)(0;)7<^CJC;A?LN+AZEND_XKT[E@F0+<.$T<1%(YZ;1B,VO'&B`H9A[JM M:@VVS#"0B8V"W3`L\IZ'PJ2/\V#UV[]4#\C0?.5/(_@9MM'&\%O\\2;;KB-\ M"$J*CO&8_BCO(:O8%SF1)3;T) M$5CO>)(FEAN/!+YHK1KTBRD-8#I=Q,;'##7J$/Q\$ MH#$>\9OL\3ERN/KV*5_>Q^CK]6OQZNMB?I_6Y7ZVZ"71$A"#8D&:>%P(=0!* M6F(@;=>=RD,9R2"NYG!P#1G_1I[G.;=K\"CS9GN#3SMZZ2Z;/XX0V0Z7]?1[ M6OP11A^ZO\WN-L4VD^OC\D?V7-W6+-+5:OYM'@U,_0A"QBM]7MRFB[,F#?ET M7L0=AMF^3+3?`V:;(IM=+6^B3$4D=9:SSWG,ZMI]U>EJWB@.[_4^B>32>Z:E M0N&9X+Z61C_]_3_^9%7$1QPWH),P_.O9TN28ALLQH3-D%*R_9X6Z MOR^R^YB"],J/KCU9JJYID!9A1PFDD&@K(`[1>26MPG`T0VD6FPZ@Q;=I`?T" M-DIY@.H-OL/B]VS]/7\U\O>_9MGG]*$NJ?N4;F-JG!,A9&?(*XHQ1I3RTCFU MWG1+%&R?8C(Q3VA$2,WBO+='USV7^=945 M/^(+]^/R<;/^^0@`DR[N-HOMQ[A_UN_VSS:G7'N];0(`$RXHS"'%F#+:$^)+ ME#GA$[/`:?"0$U+(&&9_V*>,@`QP/N?5QTI0@;&>`H7PF: M=#LZ9"QS/),AY*-@?5Y+4P_A[1"K#YA\=2SINV$/"2%00$J$UEXPA<(+WE3O M*LEDQ\(@?]O9R5"?P\Q^?BX^%/EJ6_`B7409/AQWZ%OWE01?2!`A`8_G1EFC M-8'58\$L9AP7T88^TH$H40+'0L`6(Z41P[C$@^' M7+?UOL'J(EV^$78`?9CTH)KTEG.FL+QP":\&U"0GY7C#A'+#F./4&R0`@32H M6D@L5=2Y]/4+!2-*VSRKY&VCA(2(&R$8G#G-1`BW(?2RE)(R-8D:-WTIZB`Y M?2(JDTT$J29`_;2=`K=9:#6K(`?;)(81)3!`GGJHN()::U6"0J0;:^6LXQ)' M=QT?"N-/!.ARJ*?7@M92U4/=,F%2>1I`>+&81* MZ@WDOTVY7Y0GMU[S"UGPF;)9/H=1![G"ZZ<4N$DBR_Y6B=%46@R%,9@#J3%7 MK@(=$CRQ\BCG5_6^E)=>H!TEV^5[7JSC]I$V:5"'&R4(ZT2A1""GO!<$`O MP*DT$?)92$2[&*EIY"J?76%'- M.;UVJ`S!Z;U-"MOW0.JGY^?O`$W7H%4BN0".5#0=0RV6_?[0^2#<*UM2T21Q&"``&!9'."J$1 MA;@AY1^]T`.I<1 MO)#S+>W@I6'""0R1@G,.,DP]"X`)7Z$G.M:>&RQA%35Y[2(9-2/ ML]9&&HJ$@H9:3X+;'+?U`QSF8JRV^7R&8.D$D1XZIZ0E#,M26NCPQ=8!:JS% MMG6`V@'V5ZT#I*B6(::RE$/&,0AAMO0RDQD];%OW)M5_&F'30\K_WWDZ`0_/CAH7F!+$7-,:V\K MDP9=#X-NSTZ/[B?TC\W94CF4,E@00H-CC)%!WG%1>=HHV/3TWN&]@M\DIZ,; M1)/5Z&3>JI-3Y)F3<[BEDL=*;Q103J!76H)R>`3+B1S3W@_"=JZ8@HHJ;QB(ZZK-@?7.?=1K0M6G/SJFY2+%OS.>M6<.U09XGR1DE% MJ%/(0DJ%%9A5;CZ5W0SH7*D];0UH--S.E?%3CKAEOD_9+%&$8&\)1T(`3CV# M7/**]L:V&^]ZKFR?KM;1(T+GG5%ZK]L80E)MN27!*2($48LQ*66G3'2KVSA8 MW;+1YXY3P&KI>EP]1A37^4TVR[*'%_GFR^OBV26Z_9X6>_-^6[1.`$-6XG!G MY+R@!!C"=+5:93JF`=,+T?AP0(V8`IBOQSNI<;AS(:^*^W0Y_[^M?S]T_QV3 M)=\]HJ^Z_'0DW?'`E8E@CEG!L!`".^*D8A!0$%P0"[S$H);:;#7`PWF-[ZY* M@`58.4G"X#P.7I&A1I8#(T2-525Z;S[CR6#F?I(&\#_E;OI*K6QTA3=]+Q6U6_)C?94M5LN>ZA`MCB(24 M:N&=58!3@LN!P:ZO^=Y)G#Z4@*B M?T66@SGXCGI_40*P!W%]T&#$?:Q?;UT59V"#^/0HO)P^24J$+]2X///R3]O]RCNY8\)#=.]01@$IP@+RR'0$)9C MI=!VVZC?9^OLGW'YC5I MEH31`H>M($82!327Q-N*C1%T(HO8_7%)O4/249,W>?[07I$'6R6:*A,LD$LI M.%<:2X0J\PMS3;<"W`-X_WWKL2]$QE@=+,=LMK/&]KR9?W^?WWW?O3*>A3BV M7MRL@X0;YKG#0EFFA*3<$J\JMUN.EHD[DBT,"LXPJT/;G6D?E^%[]B:QI->% ME'=W^;F$=(3JX3%?QI6YC\OW5Q]??.EY:`.N5\5[?^[XNO#3&/<:4'G711X>IO73\X[-QX=716V&OL_(8DVB:DLYL)A,N7X]ND\- M*K?4-PX3KO)$(\N1T\`A[0UA'`1G5NGP;[WK,(S4+PD$!T5H7E#X>!<)I@)* M3K4"`FK."0%&[!!0V#L]B;(P?2KRX`[77G$:8MFU%]/2:1#O+KO]GF7K&FJP MKDF"!>3>A=C><&N#M\FU1`$23RA!+(`UI77+,\GC(K_22["3T#F$QP?K&_2FM@16:(N0X\$K'3<+8CJ;X9NF:?2CI;7)N+\", MH?2#;\%:Y=>T3)QQEEGO-7=*0\H8HC9B%ZO.:(.Z;7(?;(?'`$;0+T!=,XT: MYN01X(U36"&NN:#`,:IY@3[N%`0,M]P[NRYT&S@@Y82RRNA3&C<`&$

2P;AA,0#F3<7O&U\E9DL.$TRXZ;L0(RI'G"MAJ4([Q MR2SS=0;S2')8.]E'3`[31$*A'0&2>,:A4,Q54W(8<;<]7"-D[+57RNG2C^$' M[A8D;M?I>DM(O7:'POM4S69;K-.%G:\BG[4I8H&*\.4Q7Z6+#T6^>5Q]C)FB ML_GR/EZ3Q]U)FZS<"YTOZ\H0CS.`!#(C%;3&:P:XD9@)C4N>,'SMEBDZ4*6> MT3BK26(_AM6WDJ%1I;>./2:*&,HQ=-(Y981PD"%48D.X\-/SZ*9J//DY%?*W MT;[&:#*>[E_<5D]SN_--\$&-%])S1!'F MWLF7-3S5+7=G,-IP<&7E@T/8-AB.20,WV7VVO'OZN)S-TV7ZF"_FQZI%'6^2 M0.Z9%5YSC8%!@E&!J@<%0SB1*&!\C?<*VRA+1YO5?)FM5NHN>*2K>9-5Y?TM M$@3#+9!W!@3G54FG$06E;$B*;LF<[8M[3,M![P>L:?3F)7PH@G=BGAZ# M']W42WC?)%'21\Z-($_CYE;O'1#5ZXZ!B1T"VB/\>_V!DP%JJ<_KM/AC>__/ MV9__R8L_CA4]WWMI`J$((@,-/%..(V:\5Y532O7$O+PA]-<+,"<\AY_RU?HZ M2M7P(7QS??+_[%U;<]NXDOY'N[A?'@$T,"=5F4DVR9Q]9"DR8VM7%E.Z9$[V MUR\HB;(<2^)%)$QYSLM,)2$H]/Y&=\,:'!PH0(93$XT88S`_2$S]2*HJ M4GV!UZ&3)$24Q^5A.GO6I^I4W.?HL0PX(@]W&AS//+8ICI=/.XF9=EAKN/HVYA MZ>D7LB#`.!8"P5KK\D,T^D`19QW[N@RV[Z32N62`IE#&3_GWR<]MA\P/WZI: MKF-I/WR=S^YW(;4+"M?B+5FTL1S(H#U8;3@F4+9@WV-@!>N6ZC98^]@!E6HX MT%)&$5SQ^'6VV$ZSK/&\7Y2M;]_=E>U1O\W*J-ONX]A;@'<1PJ-2P?AOF\?\ M[BS(#2(1@_Y^QC$R0J.`!:6&\!#M^X.EBG5'WW>PSK<#*NL8X>[4_Z#X]K#M MO[`JYI<:'AP_EEF%"`$3+(WV9P1,!T2>IL6Z:8&X(2WH`97D1_.7#XC.@N0V MR^7EE:?'7\D\M]8[))'S97C1">$.H2,F.Y9JR!O2K-<'-4UZWSI?YJMUV1)^ MM=_CRX7S8D+>Z2&90V4[-4J<",BY@!1'MI)."-LMOUG=H,KTA%"RVJYWC]\G ML^5641\FR_N+[59.#\B07%CWO)HD/1+4BD;Y#[7O`9IL/* MJ68.PS7\^*_-9!D_@_G/$*VRQ70VF;];?"N6C]N5\L_%)"ZCZZ=U)OTO]]1& MO]F/O;_0E:+U.S*$9*#,.(>TQAR!(H)K3B4![*WPM8YJ3T*=;\K?8GS\T`#9 M:$*7757C-^*-%+`7!CCJ:,+VUJY_,&J*X;$:HM?$"]>E6"S+^S66T2;Z;)W_ M5WG-W?G:PO./9X0AJ94Q#@!18`$%7R$'U.E4.:,-^\H.PEK1.TQM'=&3OWNA MQ.W2@`R5#:=I])R%BM9N0)1I?Y@J16?N:W_-I)Q^D*^A\2IT1DWH:#)HQL1C M;_SM?_;"2?W9IS.MXO2P0H&[`-1*C[VJ)AF"2Y:07U=5UP_2)XF[!I!7*+1[ MWZP'TX51&44$G#3,!*R,#99I,)6,X&VW$,Y@G=J'W%'[1^L5-:(V%?+BN$QC M'ZA'BE&C?="6.X0K"U48&'$SIE[8:Z815V'U=G5C-!O\>%4BO2I\SLO+>.Y_ MRQ?Y"4-4$,U?O5>B,U>R'C^1>0,XKB$!MJ6=Q!FN[6XR MA$K%1G(K>@K&KL'E&I+*3WVG+54.R:P)'98YQH[4#C31F1CLN7:BF#=:E MJG0<&YU]@)5P5VVPCT8-E6`I94++:*4*[D,T"ZK9QS]W6VM[S^)*OG.V!:;E MIPNS93XMU_2&!MS)#[GM2S)'%=9E[P?FP7A*O'!Z+Q+#QG=;I7O/U4KQ60\, M73K_N[RGHUR6W"X5*(KR5.=_2!7Z6"RWI*W7R]G7S?9*^B_%'\6B/'V+C)0` M5`DCM8Y[WS^8>0\.+(E$!2D,(IZ)ZCMC*'Y[XTCS2K<`C0+F%`K\1[Y^DO6" MWCU[+E-.BNC$",08"10Q9"BKY-`A=%.7WE.\TJG+->B,8YGZF"_M9#6;?GZ8 M+"_=&]+R31E@ZUU9'N<<\R2J/C*RPL)HU*W+<^\)86-:6*[!;S2Z!+/Y)N+5 MBS8=ORLSV`?FD0,A%7!%.#?F\&UIT_%.$?3&%>H*")-DG\ZW1.TG&+4_ORNO M7XM&WU:"O?UW*1NUT0OB]BLT@/!*6X$-D]A5&!,F`R?=E.>&(Y2#X'9+^*(2TM$?&SV,O.E4,=#S]O,$0[+'`IE.:WHKC[:S:?/TE0XQ"? M'I!1B9PT412OP'@`Y]Q!,LULQQZE-QS*[06G%!I0UL*L?_Z>KQ^*NW>+'_EJ MO=7C\NCAR\-D\25__%XL)\N?3X)&BE^ZS3!JU%< M+'QFSN\O%'`U'9J!T525MWAQX[`R!N(J*"T76`M!0=3FR0R4/W9H4GN.+_OS MV;\TOF&XQ?O*R]0,8]98L-A8AX4VO,(&:90J]?#B=M*Q#?0@]/YZAMX1JR2Y M$>7<:C-1CY[*E)7"4\R!*6U9M!L4L0<9C!EQ9^<./)QB\BH<;I/3]%S6I)FG MI3(]A;]/_C5[W#S6DOCLN0QYP[4!CC1XBXC"%*E*#I^NKY`_30IA$S.ASF9J M_)(L^N@@-#8$2TRH"M&7=@>[U8=4C;C';%0-!69J=:JM$'OY<,9H8):#8M@I M9+!@VAP6.H3XF&VP`6B[H!E7X?46-&%\EMLH%6`,0>Z\WF8_/RC32@M'';$D M@$$.G`1=2:BU[[9C#&?[74%1;7"Z(R:O5M]EI',^SHQK+IW6")S'U30Y-6J\ MU/42<^L1FUN0BE\*\@@)''$!`A4FQ*IN;MYP M[L%0,=KAH7O%P\Z_%OER]3#[_C':W_'/\?-H?\;Y\AT9"IIPR5W9;L=3H(SC M@[6M/.UVM#E8F_[!5&:95V=)O+R%2R3J*=@XC-<:UZ`V%EN1\7!;3/+];E>*L'W(3]?2N M-!F*;Y\W-=]'N11%GR6T(C@@5 M&!!#?%`[G./?8]GMXK77BS!U=3`&12UUK.!^,O^<+W_,IG^#D$%K2P#**,$UE)!-J'-Q$R:$Q;O&8L- MXP25MY\4RF MD?0.1],+JZC&4I8"5/-7B";+-^O),^QJ1W8%Y.^1H(*4(0&(UIA8!IXQ9ND> MD^"X[F;XO5[XH*N2#`]=VAC"MN#[;Q-#`(<5P4P8$)%ZC[7BK,K\`"%K(^%O M.88`Q-E@J>%,@>$"+!.APD8B?1LQA,8$]Q)#:`?9OV,(>_.9`9<$26:CJ1K- M9\`4#EG!6MDW5%W<6$&ZQQ#:@7D+GB,31'+NM9,"19/<`!6'$@$7M'H3,83& MM#6H@^B$UUO0A%N.(214@-YB",^,Q88QA!-C,@Z"2LH`BV@(HR@]BTA492%8 MI0HB7U'7TA3QDS&$ZR%YM;(6JLN[005QQ`0A/&&@#]4W*(SM0K+>S<4>L?E[ M1`T$(B3:/TH'",)QY/%3[;ATM%OJT2N6M71T+X:'+FW48-O0^%/^?;.1)J4Q/X7_GL_N'N/J8'_ERTH#,D\]G<=^3@0M#"0)F0#(=#MA@ MC,;FCW=AI.@?AQ3\'B[3=O/):O7AV^=U,?W?FBWW[)A,DNB?:ARB,VK*_(=@ MD*SD,QZEZD$VXBVX+^Q2Z,;Q%&NCJR\?SC2EA&GGB:):A\`P(JZ2B"GIQKM! M]\!2,1`\;X'XT>WBH^#[%7@N'A^+Q7:JMG9G?_EPYCR.+RZ/&>*FQC$R"+%* M(FUA9.VCKJ'D5W:OQ2+-UAX%?8JAW9G%W:=\/5OF=[!9EC>?YLM9L;LZ[/)N MW_PUF94:#"<&G`5GE&`&E=NB=`Q)%;$8ET8,%[49#K.6)S/-9A+_NYW,/R?S MS:D`7J?W9#0P)+3@'(1@-@3*P.P$PY*3F\OH:ZL,*4`;SSIR3G4ZO"7#Q$@E MHY_DO0+DC2."[S`@0CC5+0KP>@VGAEU%ND#6MOA\U]IJOW=^V*Q7Z\FBO#S[ M:'+'4SJY@K1]218$"<*!*+\$JWE@#,).)"IP>+JEL946]'X[VX#+Q\"(#7.B M]WEW-A!U];>\N%].OC_,ID=W(YTYN;OJ@J*:G]S=7_>:)X?["4;:RLOF%_?; M&7W*I\5B.IN7%\Q'!6ERC-CJ/7$GP*D1"TY(*3!BSB(3ZKO\#G6* MNI_NEIL/W_:W"\;O:2_=E\(5BU4QG]V5WU/=D6*7UV5"!R*,=@01A9QEEDJV M0\882Y*UI;IXHC@0UR_R!@:';[2GBP>GWVY6$\!G=ME>[P!SU_ M\M6ZG%8'EMN_)O.$"1-D(*`9)\:62>Z56"&X;J>'@\5]KJ5[<(#2'"0NR\N\ MUZ4DV^*3!J>))T=DCB)KB/5>:X9=$`H!5+(IBKMED/!QDM\O%BEX?A<]]>7> M/_?SV>-LL?48:]F^."Z31DLGHQMIG0C$,4!!1#F)8L6X.>\3D13, M[T("%RC>/9!98X.5R'D$R!$?,'[2V:#UR%J]I`FR=8+F5:+SOP:"CJ,^YNY_ M-JOX?_]UMKZ;?"EV_]^>23T?5#WP1[Y^MXB_G+\O5BNS7B]G7S?K,G3TI?A' M.:N=\U$M?F6UTL40_9!'!,XHQG)5^DW%XO[] M[$>$X]5/%5I.M6IM;2:1WL4/&68UF8"#5^_U$JP M-H5,[5^<$ M2/PZ)C-.:$[BOH6U$SA0'PBN0`$B1]],=4@].'-HSW*&,$2M"5_%4^_8_[ MXL=_3HO-8KW\67)/JS^4M-,CVO=_G?WY^02_3_^8<8*0(,Q02^)TP6NL3;4/ M6\)'UD>U!\R+*R%H&2!UV]^9Y:LR,6MVE_\9P(FT0 ML>65QD!#J*8-`7!_Z)*,'Y@8`)TT3E)V9TL"ORL`2;:0%2^.D>0`'WN]G MKXQ"J2S_QCF-B7V`CCBE8/F/8C'=-4ZI#87]^FAF$007K!>8;B^FEU16&Y'" MQ(SN[N7$K%^)UZM$RCYO'A\GR]G_Y7?',;(P6TP6T]ED?O2D_5E%C$>4@7HT MOR9QH2;#,\<4TY19R96E+A"D06Y9\UAI9VB=E@\=`[H@Q(&CYH&?QF_+6/P2 MM/88'!6*"B#(5K@(+?0H^M?T2_#9R,Y0H(TVG/.T.$01MRC6Q').#\B"8)9Y M2H50)@1)RR+#"@XK6"J[H6,@9P#:7QRA]@!;FI/R7R=:7V!]9DAF#"7.^L"( ML,&B()W!>^ED]%1&W`#G6KIJV;\*H;>F!Z,+V8R%_O2T'RZ'K/)M:U,GSHS( M*(V^KT24:&D04\A+ZBK9@L/)2&]8>W\U1>=NV;P*EMO-F4&$`U<:8<6XQ99Q M$VPEI[%Z9-FNO=/?)SAI:JB'J#5"5%@)BBC-$7<.N,>TDA-HJ/6X7K?=TO!6 M89_HC;?XA!IDC:6,4`[@D+3:B<,W1!$;KQG8$S\7JU"ZH7.[;(_.V!L#R5<= M]/17:F0E,Z"YP&#+>^(#Q?2P+UEK4M4==TIT;0QQDU*C=D",K]1(8J.%I."X M#P@QHU2U'TED.W:F2%1JU)['04`9::D1988K"]Q0)F40$@'H2@AA.UXGD*C4 MJ`.S`^%R,Z5&T2/D%BS2@CK#/>7.L"JBC0/O%E9-5&K4GN[!`;JM4B.I+?7$ M*.H\52%1JU);\?K&XW;`)04H%[`1PD%899*S\?_:NK;EM M'%G_)0"-ZR.N6ZG:G4DYF=E'EA)S,JJUI1Q)SDG.KS^@+-*.(XDB1%*@5@^3 M\M@2"7S=#?3E0Z.9IX"0]5&C5)GWB4AV?!IP-"CG&`I&8^-%0'7^2$J/,^M` M.FB5-1&3CGOUD2DT!X1FJT7\R]J4\4_E5OOB9O-Q]KU>]793+!MJ/J]7?)'*MN M7(_/#M)I3XV15+#=,!UC*DT%AO;R^U:!WO#IFDZIW([7'+/G@=R_7RV_EG&" M!\39_K7"(RZ)PHA@XC@77`KA=\/V`"*M)C*T-]^W6'O':8PM_Z<%97'?LC6< M\*TB^C,H3L>[ZM0\&!!,AWJ.$B5RJ(=V[H=Q#/J#:0Q5>#_[LOY6(]7&?;O6]Z_;/_7OU8[KH/ M?UQ6Y.R/Y>KQW:)J'3S_5E:RNRCSN&IM_LL4]&I57;*T+0O]>/G(3@/U_\Y6 M]_\\A9=\]L.+:!"4$4Z)ET%P3Z5BMKJC"<60F(*[4)?_V_+171`GE95I_(/QNZ6K`/,EV,? M+Q1%EDB+K5/"X>U8[RW_[T'60_'OU"@ M:&:"2HDH%='JK`P@GH<:7+0\EA_9I1_D6\1X%CI9"S0;/DM.%]%[!G0/(&,'TUE'Y&%_7 M0C/]Z7,%$@C'T%'@H)0RCE5YRE^T#SU&HAVU.[_J0U_LR ML\5]%5K^-GL\O/0/^;J(JL7:&<((L3K:G0A0)G:L?;Z"$?4&\J MVP^ZV?@Z5Z"I%]#0[:6Q7U^2[7?5%>#K#_KN0RMKI?6[!;CH24(`25TE`&.E M9O5\P:M,O*T\1+[O'KT>P1V'!+/>K.:?M]UOXNBK1CCKNP]_M"K2T>\5592B M,#=,!1DAU!I>+)@9-=;][%-4HCZ!':6.5JZVI9#%S@5N/VEZX!L%(4CHP*N^ MQ1H1&O^SS=P"N+2.<,.Q)7)2FGX@'8=N675J;L[J_',7';7$C4>^57#-C>&` M+)8N>@O:@>,Q&@:"`V;,IB7_NZO-A*/(_M"]H`:U>MI'OUG4CNW`J/Y6X0)14/L1G?OE'N2A7LX>*CW3_ M&*40G:M915?8953;O95.SRD<"E+&Z-4(C0V.2"CG*APLMI(Y,E8/KA-]F)YD M^LN1V>$0&R69_;S;1@=\[V:\&_^Q+/=)#RBL9MQB)(E54M/XCW7DN9POG,$F MC1U\N4A[./["('@.Q!7;2Z1ZMK./L^\FVL1?\\W^>22RI]Z6W4Y[V3'64^=G M%(H%*Q0/5BK+,-5`B!!::.`2"19:5;FG21UB'W7Z?J$#Q2`I`\FD`!<0D"!T M7/\X=D2V,[6&9!,-*)KE\%@-00*Z8/TRSEM8;8B.438"Q84U4$_>(9)5L\2! MQ'JT'MD-GUMQY[0*>!$>6J1IK)&U2CK\XU4$[5CC"I/&J@WE>T' MW>P"Z`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`5P?^7M9^[7C:V9/+U:O[U]?,)7)-]O#OLJ(:E??Z6[F:?2F;#%&8 MS5=_SAZ>CO8(S66,A:5Q_Y`8&1?BWH2U1TK7\L,&;))%#=?H_?HMJF^1]>VX M'G39.\[SXW(S>SAF*Q<;2V$P8]55#<0Y:J6DF)DF,G!6I?46&J[A?98N<1:B MR7J[V?[S9[FN>L\_SQ4/L6/L>4W!I0$O-<)QWXY^+">,-?*.X7!:S#=1ZBI\T^S1^B)?ZV7'PKJTN*MD/>GV[HZ^$%UHX%SI0G M2O$822'R$OXBYM,J@N**%.]B6'=4M^:\%-X)1RE!8#RJA1H:%#'9(A^F&WW_6?8UNNGQV<7X481/=*!P'`N7%03"HAM M$U6@M_QSPBQ1MK66.!!J33>H=,_Q](LWSGQ'(8!ZK0U(`DA@<#IXML.0:ZNO MA9EZLJH3)7N8-QYM*YZ!0&OYN\\8*-I66)7=U&$_U1 M"E4W#+.(!R?`1V&.4LZ(K&XHMY@CR7DM&RNC2SD5"M7)VC$&,24-U)O*]H-N MYA2J26GJ!31TT//W2(/WD@$3F'&.@4JBZODBQ-)J(-.B4ITL\L[G[[N!.SCC M@3@NK*I8%T()YVUPEM3#`6,RZUYX`2?_3,3&XDF]+2-T*JKY[]'CG:_+]ZOY MY\32T_#C*G!U@D1'\P,$QBOME&\D1Y5/V])R)N=T5]7IB6DT?^Y3.RJ?WJ+2 MU-E>Y=JJ)&%%E:UNPFTM4`WRTL)@PD10!!E.B8$`E#6;DP:''`G1GMW$;ADVL3%1"#`7+#H1ID: M[R!MVO6L.?-RSM+YC$0Q.=5_L[G]N7R(3ZL*BF/:P-%!%"R&)H03Q1C!`8@C M'J"1@)-I`5K.A)PLC*%/F4S.*NK=S\V_S>_+Q?V8QK#OW86CA&-O#>9.8VF8 M5-XV<;3E:1M"SIR=+&R@!U&,6B_?GXZY=5,HTM1PC`B3S'"-D/-NRX.P MQEA&6D_#M&<[]HJG4X.E;H\H+`\V,*RU(YQSPC`EN)Z2D(FWU.57R3Y9VSA5'YU?X1@HKYFJ)XZ]&2LW?F(/CZ&DNNP+H#'\ MH-WH6NMP/WVN,`&#Y1PHPLAH*0PWI)Z'(2;CGNM)TM@OT;.PF*YLLRN.CB_2 M\]BP&*'9IGKAD0/];S]4!$V%T#H0@X$`BNL-;E8?*^EH73].\^@3X5SV-/U\ MNUS1((RP1(`C!-F`K-^="([SD(IFUN5JI!WR'(BRR!5,@/*BP&KD!!,6@0'N MJ7FQ0:29SG?'3M2.,;@O::#>5+8?=+-S1":LJ=?&T@I88$P\$_'E.@"N4L[U M?$/J2?5IL;1.%GEGEE8W<,=0)E?^5:Y6!^'[]WSS][O%?966?9H]_&OV??[X M]&B7B\UJ]GD3?]-&5^CC\041EC%/$5A%J/),$:#/J%GCC!]M.1LM)]\USW9! MM+/8DJ^H]0Z),0#F!IBWSL50#>,0:O2UM6DDG)S9:*FZGJE$KLD>KJ/U3I!, M2AI=20@D0$!Q3[>U_#RG:=W.4,(<:AL^3V)C2@"L9*I8+T' M:[D4VIMZ\D+3L`*,,$8\P!*XZIKNJM1 M!02Y7_K673O&*!RE@7I3V7[0S;S$.2E-'5]#^[MZG=L8;$-UO"'N/L8I8CBJ MY\:8S>2VZSS$>^+5Z]T@'8U1UOE:6R>(`6>00T9XRPE3WM?S\)RET34'8I1E MYH\E8CBJ+G2^%E412W6<#I4'>9M-R/FH;'M&6(`32(H3=WPO#@N?68HM1 MB%9NO2"-:7.:Z(T,5J;N1PAI<\\B1+XBRE$P@46D%7BMN?8>6]?$HD2BJ85( M`^;!\Y3(-=G#=5".`%&$@"!#0/FX'2@F&OD%1](N?LF9Q)>[1?4MLJQ-[C41 M8.0;CQ@5#"-A*&+,A.`X9KJ)3S2D]4'(F6LWNN*?C_K5\HJ"<$)+P8F-^V?0 M&EEHXJEHPVE^3,[LMJ[*=T&T1SL7M5W:RWOWM&H,9+O`[V?T[7KPED?]\#,> M6P0;P%`)E`-H!,P)*FJ4J,-7V%(M=4$<#^6Q%L!6'Z6Y2FQ[^^*[Q29.>SW_ M?,9-G8,,I:`Q_@@*&1NC4S*CDSIK&>;=^ MNM$XVU7.*1TTD\!M0)))X;UNME.'9&OZ[T;CK$J:,HB@+"$Z,"H-#J&Q!@XF MK7=C?C3.DU5E0!IG%Z"OC,9)M&",@%%4B^`!7!`OR6H2QKK:XF*T@1-%?Y3& MV0W#++(M$^#$1=?784*L9TX2'\,R*AMBCH^N3.8$AN[:,08Y+@W4F\KV@VZ> M?(QI:NKX&GH7`Y?5O&KLO`T2_HB26M]]^*.5S'GT>X7V&`SGUGHD.,:6(2]> M4O5V-)VY(*7S9%$OAP,VZV/7K6&U_O)E57Z9;LKU2?'.E.143;)R#^WH[]H$G+?$`I#@`2OA;!Q84)> M1CR:7!QCD,;8S+F6WE7E,Y=(%I[P^=G7WY[:.NN--89",$$]=9PC*:24(LA7 M[""CKZ_(?M8FD*%(IFT2^1$8-2.:2R6B[XI91#XJ2K/C4JW2J+,Y%_[S,XBS M)#)M>ZCWR`O:P\]#*&Q0E'"+A#<&J<`TH:%&7S.;UB\S9])!?O9PED2F;0\- M+>.B)O'+*(K@E:)*560EXBT`Q:IAR5DJT]RFG%D,^5G%N4*9MF$T3F.>)/?3 MAU=0;BQU3CJ&"$48RRB[9CE3)LV4Y,V4YG5S=/D^LXQNBO$^\E:!S]=HZ\(];B)GZU.K%- M`+K97#8RF[;-[1SIIU7Y]OKP3`RNRP`+XY43W.'`/:MH_#YZ+(V#HE/O][C: MLN;4!'81VOF'V>I&.V]71((LT@(D"",9C:KH@#Q+4@H6Q(UVWOZ.`BN#@S54 M*!D,XRP`]36&4IBQ+A@=FG9^LJH,1COO!O25T"6.8LD:'@)UH4-7(V*G0SD_6CC'( MO&F@WE2V'W0SIYU/2E,OH*I`*03"A/2%`G<"":,N@GJ^3+.T2I6G1ST\6 M>><+4KN!F\5R=U7<0J0I@^JV(*N=5#1P@ALG7P0QUN'&\3(QR5%-IB*9MDGD MQRWT$6<>#,?@>-23;2^^&GUL$UDC.=//\S.(LR22S?D*_SW&S?-U>4R[1WU_ MH2@0S3%G4GTP[F^=R>]/F_5FMKB?+[Z\*177F]K[U?QSXN'1P8=54*(( M`NN)!LD#]M&3U$T\!8G'Y\1_EQ7D)J5L%OVC1,$>S&.$@16`:9`>8Z&%]0AQ MI#UO'%&=&!?DS.[.:9L83$[9F,@OD4]&5M)I;`6KFLXBBA5ER@;&$*6F%@`! MG7;N-&=B=DZ&,J2HKB*XOA)R:)02MDP#6"JY`J<1LTVM4^/$IIXY4[&SCL93:0$7WJ/-EZ)WX[SS?3^WI&57Z$C0XW.!Z7*-QL^9K2Q#;1 M.;?!RFF'&5)6*<;RZ<`DJ[%W6Q'VUW3/,Y<<1E0@-0@GE3=]"$IMT$C:^) M;3!!,>562JW6C/]O[TJ;V\:Q[4]ZV)>J]P7K3&K2G;PD/57S"<5(=*(:6?10 MDCN>7_]`V90W210WB$ZGN[J#[_ECE6;EZ_KM?&4..Z[NZ M\YD)A"`1B'BBG7.6>R*99SCVGXUK$(W=Y2%"/N6SZMN??RF>_M;]J/Z8Z[M_ MQ1K'\GWT>V",T?L`.*'5O+L582]BM`VO=?XV=W.-L5HL+H#K9 M3!Z?*H`;LGCLRP0BK.;>F-C!3]41K!33 MFUW;FJ\N>RP5E`4<.>*X\MH#0@W2>QLP$!-.C-&!AT-,]L+A;7*:GLN&S!%I MJ4Q/X6\1SNOM=2.)S\H%!HP#5DN`I`!",4>1J^T0`G1,\#G6M*03`\5P]B?A M,?MQ'H]/RP6C.27`$<0DX4`;*0FJ[8#<=3NP-UHXQB`\]K`_!8\=LYMYCYR( M;1880UH%L*T/8\3MDWZ@/8)`+*WD!>*%@EUZ"".<>Y5QAAXG6- M*@!*3M=CZZB.%`FBNH'Z2[+#H#LYA_0-*_4""ATUE1E4#!J(4?1#!/70:H3V MJS["XE0K$I=,978VY:U3F;4#-\EL=Y3KV"VK+@N/7S"&7B#*>)QGUG92(=_: M!;TI130DL"D$]#$OKXKR.EO-\AU&ZT;I'*D1=`0)Q`\DSCTM@,)S9GEM&\>T MV[+ZY:)_4XIF&$A;[F&KZZ+<+/Z[L_L^:-CF5WE9/D?D8;9SFU1,"HP1[ M3"1BJ#K*K(ET<-]Y:IAJVR7=MG'[#9@Q`6VI#G=]LRSN\OQS7MXN'F3Y"HY] M7L.=Y>LOQ29;/OW_IEAO?B\V_\HWU53ZVVKQWWQ>S9H_K`X+:NR7!N"E1`@` MP@T05!LD@*HAPYAV.Z(PY:,^[34X,0XN*-OG3?_R9S&Z9E^],1@.(9"F6OAC M#MM(H-B/`(ZI;A'/4SY2//8;SMANV4^G M?!*CK=RG1L%(4>?;K^O\/]L(E[O=Q8@^?>5`@>;/7_'BKQ<-+G_>E/?GA(P? MJ1((^'66*2DU8V>4!(+&V^!/%`\<($8=(Y9S.,,#D)% M/'JP3&AA4EV"T^B,QV3CM=ZOX;>:?-]GFONO,EO>KYWF^B6.P MFL]W9&5+NUA7[:[RG.F[^)>;8ITM_U86VYMU?,1R6YT5J\I$,Q:K;3[_<).7 MV?T9L]/!3FD:$!0%5CL"O1768^&I-/*!KOB3IHH%:'='9"_=%6\`YQ2N6BL; MS@I6Z?C$P)2PE#OO,,4"Q3'>:5UC8P2:<-#[U,137)*07Z)]BM'D@JC^HEKM MM;;S]\I+_Y1_RU>SNW>K^2);93?%$[QC MR)'X%6GO-2$<6U5CJH#SW6Z<2J6-_BN+(V*59(O@D'LT3H*:[?5U5MY]N/J\ M^+9:7"UFV6JC9K-B6WGGWSY&#WH6(?H]*RL?_3;ON)'P*K3WU1M.;0N<+!\4 M<]Q2SR4$V"E/XM<.!3":>\@XM8T'2CHT]GC>ER-E`W.$(R!B0Q%V0EAI8Q=7 M-Q+1CCG9AEG>'PC>8E@,)KNP_V#>^O=B$W$JLM5:K>9^L_7=XY_/.9O8@YKJY`T;+HSPS1DOCH4-1B&/XM" M)C=??#O"Z+5B_,]LMEL-_?#G*B_7WQ%N:OEH>C%1C(Y/DHGD]FL<+__8+):[B4LUEUE%3NX:7(M3 MU8(@D@*J+0)8.6$%`O''@Y6:JVX9N$?+@C*TZS`@-)<4P%G#0'/E8*1%C$J$ MJ61(1D^?*%!;;.),?+INPS!$GJF.WHC]%;0R.0=BJA(9UEWX6!:Q)ZW:TL9+ M>%DK*.(L(%50.--.*8^P%76C"7,32],Q)`O'786>("4);\F_;AZ3HK/"U$Z4J6ZHE`@J+CT M3$%&B27:WEM'K)0.37>\[T/52=9[H_.S:6!RX_@4J$]/N2EV[9SM]G>JU8_& M3>,C-0)FFC@)#-VE/Q/<0.)JVQRUJ?8BSHT@ZTU1,08L+=VTZO++^2Y$[7.V M4M$W62V*$_[9\>)!&%W=3@8`C+Z'9U):INIF$@>[+?6/EB%D,/8&Q"1)@,<^ M2G:[7JSR]?KS_>Y4TZ&-D_6"MU3%US(.QL2 MFR0:N&]>JA8\,YP3X1`VA*C MI872\+I91I)NJQOM$ZDD'C\'@*(70T>[Q,,%@Z8*X:@8I0B(!C(`Q5Z/A`DX MO1&P'\)':.J%QJ0(F\P@=DF>^DT?B^7\8[9>WQ3EQF]7\U-3QX-%0^P8F,!, M$$=1')99[(7W([-/=Z=4H,0(:M]=YG'I.9(@8]OA? M&JRFH)O?B]5L6Y;Y8S[/#I)Y?$B@A&/H(P168:@4CO_LW3*E]$2NE;V,6CK# MU'+P^&.U+I;S5X&?53QI&9MR>*.AJ5(PU&-.J9>0:$81@A+JO;:A3!54F939 MP6%)\<+SH#GHSLH%5S7_>7-2IJ*K?UZP!??'@._4:EXM M4=WL0FDO>,%.W9[JKN_-TT:]/^.JG>;*`5LII45&T^A20`TE!H(SSJUBB-GF M@_XCQ=O/ON?S[3+_<'74A,:+>,Y\1"`2:V\@$U)Q@J&'TD8$"*5("2U)JB.2 M)R_G&9+(E]'YX^"4337#WZ=JR[HIQ*XN$XBPE@K*"2%`.`00]>3!:"DU3)4I MH5WV]<$9?;F@WQ&>)!L[5=N:PXD>2P6*);"6,&FM0I@IY4&-@J26VPE'K;7G MX1"3O7!XFYQ.+^(K*9476`",<%YOKQM)?%8N*,(@=0Y(@:+?S15WR-5V.`\G M=IB]$P,O%_5ZV)]F(??'>3P^+1=`%#/A(,YW-,)"2A:1>;!#(6^Z3?_'"Z@: M@L<>]J?@\:AGH._.2&=\1NT`D/1&>BV]LMX)HJSFMFK$]I^&! MNZA8SLLVUUP[F&BM4483*1AD7,=1#SW8K'D$>[H^V*",GJN6WLC]-50S.2]O MZF))+Q*]72RK.^-B@^L_OKN^*8O;W:I`\[F0L^H'CYD1"CA(K$;``T<(KNVF M8&KA_(,R68R/5Y+]QCQ;Y]^+Y;R5.D[4"I!B+@%PRB""O'2`PT<$C>JV[#>: M3SJF)H9#*842/EQ=+6;YWOYPL'X3!A"!@&.%:"618-&^O\#CCFD;49@KV MA\`G!>^FN+[9;O+R?.:/U`C$>,>Y-$9(#"S4V@/P8)NA$G7+;3QX`&<*[H=! MZ*+.Y!_K_&J[?+^X.K47=$;M(!F!F#M`M5$0""`M!0_[)XYVC4A)[R/TWQ`: M'JR+"L2M-XOK;)//Z^;?-MW#=_YS@B;0::4\Y]X131BC3CW@X%'\@-Z($S&B M:`:`[9+Q$./=S5>=C-H=GHAH_=\V6RZN[G87%][?@Y/^C9<,&1BNU/E[$X[>2Q\&Z M@1'NL288:^U%%0)`^/YCDT1W._`_VIP_F3J&`.LRX\R'*YM?Y669S[]D/^Y/ MTC;*I,53`G6,&F`,1,8X88'B;N\&:D`FEFQH5,&,!]OE712=+:M?=?91'NH' M9^(<%0#&#,7"*X6X4_M/QD,YU=$GW61\./0NKYK[%!KS+X4IUKN%TQ\WT3?L MKJ(CSPL4`^<((EH!RP7"C`JR1YUTW-Y(,&I=5E7#H#DAE>URN[U<9.XNLF>/ M"RQ^;8)IYK"6#$K%>75CYD./C6PWC248Z":BL3Y@7EYB-I_?7[O675:/CXB# M/Z7""`V`B?\)+CSA]]8KX[7K-@B.MD<_%2EU!O#T%MO__D]5]&NVSN-?_A]0 M2P,$%`````@`>(121MK[LJ9__P$`378:`!(`'`!H+3(P,30Q,C,Q7VQA8BYX M;6Q55`D``[0%Y52T!>54=7@+``$$)0X```0Y`0``W%UK;^,XEOV^P/X';LV7 M;B#IZ$E)C>X9B)0T6T`]>JO2V[,8+`S%IA.A'2F0Y*0ROWY)/6S'L1V2(F75 M`H6JE*WHGGNN>'AY29&__.W;_0H\DK+*BOS7=^9/QCM`\GFQR/+;7]_]_O4R M_(K?OW_WM[_^^[_]\A^7E_]`7SZ`J)BO[TE>`UR2M"8+\)35=^"/!:G^!,NR MN`=_%.6?V6-Z`99%>4_*U3/X@]PDV8K>L[J\[&X%VI_HAW_^S/ZZ22L"OE79 MS]7\CMRG'XIY6C>8[NKZX>>KJZ>GIY^^W92KGXKR]LHR#/MJ\UM'KV#_N^PO MNV0?79K6I6W^]*U:O`/4\[QJ;',8Z2__]NKZ)[NYV@R"X*KY=G-IE1VZD-[6 MO/K'QP]?&S\OL[RJTWQ.WE$V`&CY*(L5^4*6@/W[^Y?W1^$%5^R*JYS>/&]?,#^?5= ME=T_K"@_5T,'7+XZ!7[+(/]*?N2G;[$S+<6._$=>?.Y%M- M\@59M.+YXMX@6_SZCOXT6U>7MVGZ,'M/N[5[YZ=!#"(,;*MV+2#P'$B'!M.8L7!K+GEC.27OW_M$30?J3/Q3H2(UQR7 MI"K6Y;SMIR@VUGVW2%X11'*RS.H93,+$AP9".`D\ MV;"&VA)I7/61+NY$"^O@@0[?\0:EAT@^<1J30S&!VJ.O4:H.'/BA@_?CR"KU M!ELGE$H5SQ-1*V7N%'H>1SG5HH.9FH0T&Z3T'C`>FJ'C)XD5N9&';-/'@6WU MQA'RD81V#;0XDH(U*.7T:RBE0BHV(IMR6M8`!&F^``W$*6G::>[>5C9%W$]+ MWU0Y=5CEE%(FG*$5)K&>9,BHG;6NL#*W% M)YFA21,IEJ&-P:%DAM9"FY*:'6.+(T,;RO.T%&RX.TA7NK./'QK-Y4H7@;G*PI(B:K53^IJ(7!WAZFVU&DKRM,1JL#>'M4H-2=Q2%9$EH787W2#VF'5D MA,@,J4$?>T'H!@;$;FO==`PCB$3R+$4F-:=;/4K)BI@J7OE4[`R4BJG9/IM3 MDC4^\D[(FV+V)R)SJKTJM#ZRDK+W8E1[#(,1^$X08=N/H0]CVS"QCWL,B8F% MI@&4&AY+`F5*:FH9%I/!T,-M35*':\'*2ESTCR*Z=L8%$H*VP0%35[)AO(\,0D;[,X1[5)#$[=H M'3,76;X?AY8=VR&,4.1YB;=)#5%LV2)B)6MC#)$2U"9INO@T:0RFQ+1H0A(D M+CU#Z9R(Y`QVX]C*V4&T<$M,.)\7Z[RN/A4UJ3X4:5[1<6F2Y6D^S_+;+V1. MLL?T9D7^7A95%:Y6Q1-[.8A>\XG4FQ6]%H)NY$:^Z\/0I0@MUXD#.XB2Q+)L MWS4Y&]@H6/2UQA[^!6@R;$.'*1 M;2";0<*^&_NN8SFV2'E*)P[--:L>.BB60%!^P#^OFW^8+Z!QYH36C!\_OAYC M*J$3ZRC&BIJ6'F(`Y2@@[VCCA< M%Z!!#EKH\KJN+3*GM7P*09'7[^\Q'HMNPXQF0XM)Q^4%T@G$9[]';3I)T^JZ M2$G&#G2+NKD_HW;UBG$=8M-;2CZ^2HL042U9_H*,N4GW.#W3`^Y@,Y(0Q M\IW82:#M6[&7)*C'A`S+$1GQ:`6BN3/<8&-C$-C0#'-FVU2,(+#<147F%9C5K>H]4EWJK#`#G7.%YN!>DZ#H(X="#R>EB1B3%?V6@<+".I[*%@ON^<:&>? MP]:)CXT30PH8(\7PK0+3],(G)]3__R+'6XJ:7@3E2E,4T'J5EF"QW?BN6(+Z MCH#>"]"Z`:B#Q6V>_8MVSXMUR?IF=E6=T:_8_K993O^?UN"AV4>R_9E=L"$( M[#`$GNBM0=9W]RHK7DH"<[`"-F[(SUX1&]G=XCPM2WJ)P"'I^U3DG=ZQ%VK6 M^QE)%,9^`&-L.D&<6)X5&DG88[)\)#26T@I$=\4L3U?/55:QZ2--`RR]<1)= M"W#F$,E/)AV,#EL9D(,./&C1GW]L-H1MKG4`&H,XD?';.+X>70F@G6!NE4]H M!_3?Z6I-T#-*5ZQX]_6.D/KO9;%^8#,U&_N.Y86N84K3#%5Q=#/C4^BSTBRFS>N:U*#$ODR=4 M5WDP)J*PZOTJ-#_%W-6QSW2P5[9C?C;!L;M<-Z`"[8519)HP<*`?^XZ'O3@( MH>U#UT5OK:T<=&]]K;$!U;]T]P/#]>,%]UIYA>3Q5BQ&(E&N##&(S+=*`L<] M/SC.5T#4V0?O*GPH%#XY`V1D/^4+/#>Q?!MZ?F*9B1G9ONTE7FBA$-F^QY5R M*3"C.?MAU;:'G+4'^0KJ<&K%=5HCJS)J/35"Y;5;([%R"MZ=J\'6 MT.Q2S=X;8&R#K";WU4\`?&UN4+'O5^O%JS+S!;A-L[QJ0T2J']F*G/:&]VGY M)ZF;8%5LZ5Q69ZP6T=EISE6;%_0^;3F0?OY([\K\J)ISUIH]/^;-+HCSYWTC M#&5GA;I!5M0S4JRKE\]+YX+*?HBCZJPL]!/LDV0].=$S#2*'NT#PF@V"$L1DB:+N0IM8TJ8YB'QF\.^H,LJ%/2+>PP!;7^=X//<72 MB0&F$G(G,JA4XTNAX>F3GEQYOQ7OID'/:%KI6K0!>]28;^/$-).@M^C"T)2; M.A$VHSGKVRV][V#K9V(-JGP MY.B$P4!R9*8#0IHOUGB55E7X+:MF&#JA;QM6XB9FZ(4F0BCL#3I!;$G6_P6M MZ)ZN96A``X?V\Q30@%*^*'_"M7N-U(G)D`AKNLOP+TGAJ[M+$CD1W5'@R/'* M^B!JQ%6G,5=])"E;G;7XG']A"1E;@(72*JM^SXN;BI3-=.G[_&%=TZ\I1]DJ M:\;ONVBCXIX.>V=#>28FM="DE:]T>,G M*)I3#MT`S7TS:GI55S&K/*)]KD!.3?//QL.Q+N.\@>'N<9IJVB=JNCTKID=] M?T/*&49N$+&3][#M&0&RO3#>='*F8PNM=!EB9Y1YERTVT((#_VSAB?8!@QCE MD_&QR)29;I'A48LJGR#IA+"JH'8BVJC$E4+]DR=:(;PKROJ:E/<[0__.HF=0 M-;1\,T"NB['AV"C>:*(7)K%0A5#>C.X*(4-V27_Q_F5M2TZ>AM#)62$0]FS*>N1Z&,/;0UQDJ>B7(J\X9G?D"6)6\&NLWL2D8>BRNHJK'%:EL]T?-J,7F>A985VXD.; MCCKIL!/95C?=&\41LFRAXSF'V-&L70P:Z+%=@+0&/;QVT;V@;@UBE$^TQB)3 M3+'D>=2B5B=(.B%5*JB=B$XI<:50_^2);E;WF&8K5B-+BO)KNKLN909A`@W? M=0(W,F+;C&S+P+TF(B-*9H^DO"FX-Z.3-R32J'8Q<;>MWU;I,&,,DG3"-1*#@[T(.Z7!;E996^6,$V]FYN1PDZH4D*6)V()*GP9'^? M-57D<`L2+N[9@2A-D3[,%U](G96$96O19B^-S8JYA!V,@LS$#@W/L9W`-&+3 M-R(_LC&,#,_E;%IK:+LHFZ756YQ@"_1\:T8%6#S1&G7$8B+-4XMKA?Y' M6?P(1CJL6G0'&M&N-0^K:GW_P"!5OU=D@=/5?+VB$//;[J+/-ZOLML',8+*- MZ[^D-9DY#DJ"$,96!)T8X<@W+*,':,>^4/%Y/%2:QU,]%E!*G>\]5FCXE'>: M41'3YJZ;^(GC1Y[GP="W+6Q@U^5-[R3OKE,Q M;J:1LAUFYF0C'D3E9%KD,"]>-2\%I$A,BC&[>R_FN2&*L6V$)@JQD=`_'G)Z MFY;IH\30B!-B36M2N+69#*VBLV&:&96?"Q,F4_-4V&NBN";"!O`[$8U2 MX\O12;#!!$GHU<>T[FI'GYUCCVJF@&T/1BYH6?&6]U$8KM_ M*3<^HJYM$;/_,J(:(R.NBLF!HUDL^4KDT5'%\)J>KJOT[ MJK5:B%2VZV+SBF><)(%KVE;D^F$8(-\-(.QL0\,4.W5*B4'-.BNRYY_J+1;Y M".=3T]&Y%E-0132?93_%-UXF5\K\1+11K4^">RA*$"947^J6JL:VXR2ABS%, MK-"`T$\,H[>`L-B"=H';ZIX4:-(0N>7J(N3P%]PT\")19#O3XO,M`6_4T@19 MFHA.R"`_4#.3_`)LW``;/T#OR)"5ZOH#*9IK32"&\GF8QO!I MSM/D:.?*X31'="*Z/9Z_1W._48CF[B.^D!4UN?@M+>OGZS+-JW3>&-[,X;BT M1[(OX4>C""#DPZ<%X1A#(S0FH M1##BQ,#Q)MM465Y^/7230Z51$ITB.%>`Y.<)U,9&\V2!`+U<,P8ZPC41'=;L MY-&Y`WV4#DZ27D)H]FQS(M>S#,]!IF7'L1>9=N3W"`(?";V1K="L9FW>:]0R M>SFJY'A82JJ9WB')Z5GV>^3G22(K'4#V1'11AV>I@\J04L-LKS(&6Y[IQ M@#UHX"@*(QOBWA).`J%%*A*W'U?1Y'9JE&%-7+LT$#9(H\ZS/^)K1CC52)"^ M":J.J`RZQ&*3ETJH/2TTHS+YA#!.3N1O(JG2#M1$6'3MTP'AA%T#1R;@>\ZO=T(>E#! M")C?V*B*OH-PR&SO<(8'C7_UD*MH2N:H+9YS!_^$:ZLD1Q M9*8?TSR];>9`E?4CK` M@&;UVB)K-M-8]MC`DG!O_3.,P+=2T)&X$Q.G\]/&FW".1)]LKOE(\C7-*ZE6 M98]DT9ZTR3@$)"WS_H.[HB:KJF&:WBQ;4#MLABG*U M>*)77.S%A/[BG#0FLAQ0AK"Y`5:P6NWB710F>[K+Y M'7@BX"Y])*#*;O-LF M;*OPH5#8B-2DV-&:)-3)ZV+W>]SND3Z#AF4A._2#)$H@=HW8M-!FY@O;*K+N M0?8U=V44&_BA+GYL-:-O?`\,H9KL>QCY@Q+RT7A7E*-?`!:-)A!-2%Y<>`$Z MY--(WD]Q*Y[/*XG4M%-\-2[R9?T*Z>3?#'3>;/5"N]_?BE4VWSV<%OF1:,4-@L29OI4GSQ"_"8B M!:.X>O2-`-WT#MCG._[V0.8U623KF@+HOTB?F[.6/E$\UT]D]4@^%GE]5\T< MT_`"S[:2P&>[8T(<&4F[EZSO80.;PW;W5HM%\["(ME1W\%;>BMGGD^TI$2\F MW8>W[>[1@Q;^]MO.@0O`7`"M#Z!UXNR;=0M1?D+#QPKF1'1\-'??W(Y;)\VZ M]/Q_2%I>/Q4S=F:>:SD&M''H!BX,S,#LT3@)''A(@Q((^M4;ZE5O;JZUB+8. MFL?1:H:<:G4Q;87N^%4GS*(!^S[U6-C+83(L1ZI6]:7/+)F%R(@=+X2T*S`M MQS-488K].Y!ABE*Q#(O$[#N6 M82$W%PD-!,KC*`317[@!A[]H<=G M)%ZH49?E06D7:LN@#=9R]*KU@*!HD>]QXC&.GC-?0.M,H^T5V+HS;8D_&@5U MFC\\T-]G)Z#`[V&]@BKB.5XD?XWLNJC3U4EXL]AW;#NR(^QY4>BX=AR&1H\B M,0UK5K-[G.X,-)D6DOP-2FZ=:1!RORVMA]S3HCX!7E5(=P/Y30$_T3DWG6_;E\89V?;%\OV]?';VY+]2[I$452BT3S/#,4Y89E69)E0@A%&+7==!GMIN7PAKG?CYO>Z#A/8H%H$N,LIS(AB"NY MB2(EP29W^M32[:>!9P_V=YOG40^.1CDB*KQ'OC`:Z;2%5T;8T,7-L:EQQ%'] M*6+XF.#.!K685=7'AR_K\N[?;0-QG1"=<(X-HWF229D13KN`!J=N7V1[1P$F M1JNG>3:WBOP.+.AAH2-`0-US8XFC<;`\>>N+#5J\O9P:9?P3.06_DV$*GTR*(-=3*X<*9^>RF4;3VQ[7M(N/OF;XX$/N(AG!C]::74NN<"V(X26),!67:=)$R0:C7 MU(G]SP\WRWKM?;:%CVN.LR4PAGE/N5IY!3M/LG/$9H+$W;Z)4*1/!J>F1'S- ML&\WNUB4?\SJ_$RYRLOGV_7#\Z)K9/.Y[5K?S`)W/6\Y2U,B:(9RG&*.19I1 MUHG`C#EM'0T;&9@].[%M\_Q.[KZMU%ZP17_I(0IAQZSQ:N"&LZ#VP[0,=G'R M#`9A*C(10@(E][;7,*"%UES]M-H>Q]'.0WV:K3ZN6JC?-[W#BD_%ZLNWV:JX MP3)A.$,L5QG/98:%$FCW:BF-TX@M4$A@DNY4;N97KYJN_/65%VVDMAW\BNA3 M<^Q?HS;ZZ7O]QZKYXS\<@1JJ`G8D'<%\-X2Z^3XP/>W<.X/-P/9/A)>ALRI! MK]E>A&Q#5>)Y_:U5^O9\GZ^?+P1=2R"\IBF&:E?UA-E\MWZ@6`ZZ8LREU@CL>Q`8F"8.1GM M3S,HC\/@[$#=!'AVH,81:#XN3YAH7NE8(,W?)L?%R?,#0Y'7<1G*%14B1B+# MBI,N-(VY4_?H$/&&6;X$?FT-8KS+PN=PGGNMA$[P;=7"MXO+I6%`[6W`,-.DK;R+L*]/[9SV!/8$%YVY]85R.^=YZSR05: M/NY.E5I>N5S"EK]!_MSZ4%7/-295+O.\#HER(E.4\2068K=M/T^<^OCZQAB% M5AMM(4%EZZ@GHP#,#(&GC:RQR;11X0(E1SNGRB/7-"ZAR,L6:PI]716SZGGU M'MHQ!]H^-]X< M=VY@TARQY`QE^A@X$<+T2J$,=STYDN67LKS_8[Y8B.7]AV4]EGJSV:^G*^+Z_F/XIT(\52NUO._VN9\ M30^T956\.SM0,*UCDRI$L4J4CF.)::V*88UDF@JGG4W`4H#''QYGKD)[;P?7 M"=GN1MN-\)];Y>]I>Q4=JH^V\B=PWFH_O\\@>:!"3H310V5;CG*W@%*\.WJ0 MK@KD-1M[@1@_'WA'.5O4T."Q_G4KV]R6P6YK]&>QA*R"%V^,%C58\5I34 MSX58,,/C7.4;-32OB^"T'`LD`9[!KJ>J0GD-A>#@-@]&X!%.5/6S-RA_G>KU MM\6O6Y:]Z>MA*B1\FT,%,5(HT=C0E`FJ,A%C)#=J4BEUXO2M!9`$>/BZGJ4* MY348?$/;/!Q\AS]'U<_>L/!UJ=??%[Y.6?:'K[NI5H?CW:[5[/N\.2:NF%7% MQ]O%_''VZA04HV+!,Y[F),V-3&26,9TB([5)*2*QL3BMK7<,N)N[$1?]M)47 MM?JBOD@[;2#>FA7`0Z`_F=56?&7GV,GNQ?)>_^=Y_KV)*E^^UK_4GL.2QW&.%9<) M3PSG5+`XWX&/Y92[-3#I'P^83IW$J_8`VW6[,W$G,[I]B1JA?F7]DY#-30Y*)M9S@6TO2)<"UH2N^:FX2VJS_WFL#;G,")3A MW?LZKO]RH5'(N,"$VDM]/1U_:C7PS"=T\"6P0]E8[KOA+:#Q(,QS$T:7AMQYD[R=&PB-XNO^C+(9>-Z1.EV@?KCP^&]=B^J=O_79EFSCD*3 M/*%"DH23/..Q(5UH1+C3''N(>`/N?'CUA+KO.I[X;7H(8K4=A7G;M#+1">CX1D@5-Z>WYJ<'MLF:>?*[JM[&J$G?_>9Y7\W8#6;.,26-) MN4A91@3&$FE")>_"&2:<..<;`YAMG:SH0)??-@EO$^T(-H1_;M3RL@Z$4R>\ M.<.FOFY.A$>]TRC#7F0!N-/\<55TRXDY3:00.$Y4IA"C69+E.^"1>@38ET!N MT49@T574:?3=QA#`9']"P?G;GU5.U@[&K5>..1+,S^T)L\PS(0NJ];'*ODGX MFX%*(B(DRQC"PFC&NI@9,L:I4WB?0,!4._%"X[\8UL]5.Y8- M9J@;QOIX"=,X_(Q/9^`5Q-Z)<"M,+F_[B(RSOW?-SPQ.2$B80HG-%<,J2PE*4^D,D)1:;5@!A%WS-VFVTF:J%$; MM7+M]Q,!5.`\Z,8VWXU[G=:CMF_T1HW@B97`=I?7N*7PV_@%4I)+^\&W=(HME\3!?OY&$"%(YR1%'C*.$Q#&F>2<)4Q)[+N\'US'D MLO]._`%D:OU=2Z7HIVT*_PCY/``HG?-V@5&KUF,;`4S!H+<9N+IMM_T`K(:3 M8S]@JJ>W*P#;Z\%\_?!0W*WG/_;/H<^S=?&Y:/R<+^;MF^X;3=10BB1!G)LT M09(*3.).$V.8^4$?0,B`U-^I/P1(DT#T.H.0S(S MK:`/6,/)41\RUY/8!S?8@_MY\5"L5L5]+6;;KW%Y?SV?W=9ZUO.B>B-'4$58 M%J>Z.2^"I%(S3#HY1!.GKWZ@-`Q(^TYX"XWMTF(S5W`@/B3H`]?*E?'CE;25/B6:NQIM!72PZDV.Z7"9GL0ZL+G69/^X>IPMMTW35;FL MRL7\?M.E>'G_J;Y?NKT''Q_,?#FK035;?*G_3=%^^[K[WH^PA"&3*J'JOS5# M7.=ZLXAO0=P_0Y9A MJSL1R`R<=#GF#34D>O:GL^\1F0EETI1KKE%,,#)QBEBG4^;4:9IX<''``]## M?!Q'E,/7:8"G!72)1GAP[%.JAZ:C#4I#5P7J@=+G`OC_\&SIE7_(QTS_0CA_ MTZC*I]M:2-N>97\:1\+3.%9(9BQEE,@TUTG*,J6H5L;@2]TU@\2`(\SN([M# M7>.--<^Y=.:.#V+N1.[>,+F<^)PN@$$>DX-'/N:KY,O!/VT[):2)3E-E$J$- M3ZC$G&6=#IQHX3?;7?LW]+J**X3OZ-4`__*;]` MI0">YK.SU&IR+W!U)L)4N/Q.3N2!&.G8>_VZK-:?&A7;?L&2Q"E-:M:W!WW' ME&74I(P;RH0T6$CWQNNN$8`I^KJS=2,N:M7U:Q;N;.-Y)`[GH!OW)F*>3YMU M2!-#]%AW,M.EP?J;Q(\@/HQ1HW\D%R2)HWW5^UEB0>2V<7L;\19<1\*N<+XY__1P:';L!4C@Z]NUCAR-T?RW^G-^5:KY^Z<;9 M"B=,F"1A,6>ZZ3&A9!(09%[T9=U,CK!Q)W)UT(#&IB'PB/Z)\/ MBT%]#('C`S^O`C/Y;>X7L>QMUJ3([)_%43CW-*5/1]_K7=\Z)`QB-?N-CHW& M'.EF@^DVIE2"]FSF:Q\(F-7'&V-?>S>\[&>JVY8"<#\]MQ2X6SE4Q]Z=319[ M"GJY.Y'UKS"Y7&[1ZVN0QYZ"S[MM\A_NZR?A_&'>-=W<]@F^?_U!5/W?ZD?F MV]WS0B=*I9@Q@5..)$ZDK(>\7-9BW20%5WW=,PO8+[;WD8KM;`NR*"%,5JT\2PY9_(,V6T]$]NN1BC##[- MS;[5MUY1?5A^6I7_6]RMB_OM5UX'AP.^T801B_.8)*+6HE&6(2,$)S$72BEM M8L^/90&$#/A,VJJ/YLMHIS_:)G!X#&?0YF8`I7-]UHQ<-?\'"TC!H)N;.9MM M]<``K.'DG@Z0N9[N;P9ML`?WQ5/YO%Q7!T^II9S5=\M=\>5;4;SKMQ93C2G/ M9)JQE.@\0YAUNE2OCQRN3/]Y# M5PB8[$X66T$=IFB3XSE0FB=1#FFK.\57>5'=K>;?-Y^M_4\Q?_Q6/US$CV(U M>RR:3]8:L4U3M;TDF9,LS336A)N$($QHC#I)QF1^@W<`'8/1?!4=B&_0THGB/;1RZ<+]\A:P9+>G?#;6@/6,:I$1\RU5/4![?79_S> M3!>UBJK?JW?31H1K0Q554A#*"X[7>\4<TV7ZC\D:%(HB+7#/D>S)2@-!#\?9C<[9.M3E69Z^X/04S M[/)@D'HX+P@.78H>2X!!J@!^H-%E/^U6^4(69G*L#9O=F9.*@IOH0=I?GQ?K M>?'T?5&^%*MC"C#6&F5:$IDCS!*18&HZUN=$>;[^]PX[X(CVE=;P;.U?`5>N M#FJ^/U/[^@Y,TTLN6I$T6"DF1]%PF9TD:&#S?&9.[]KYVNJW9YJEM8#4/. MK&Z%7T6M]*NH%;\Y$;B3'^WU]^X+%[A8SK.OH]6IQVQLZ!)!S]"Z>&PW8PM2 MMG<'P("69"(N'R;4< MX9IWI/+K2'GY-)LO;Y!*8BT882*5L:D?`8*C;2R6,:Y<:.L58&B*;F2YRA]K7\9PV[ MQ<<_EO5=NNT_D>ER/QX.7M:QFU M*J.-3/<&-$'\/4^@X:UU?&.>J*NVW7V&=M>OR<][E]>O7?9O\6-AP!&PAS5N M](8_09,I(:XM:^;_]^QN<_Q.&^7;_/NOY6K].'LL]H^<+C;B!BN)F,KJL6LL M2*:5V3UOM+`:6`8-"/P$Z)1&.ZE1I_5@(L^#6"$]O_0X&,ENMZ?"W\)IVT?$ M2([[/2DLG?=_7MB[H01P0U/38[CS.0I MERKIPN)<6?9:#A,+^`FR$QERO!O(Y4L/CN$-=GMF3-E;VT?%\![[/27">'WI M46'EQM&G1%@?1W]`!$ZGA+G<^JP@-CV8FBGT_4/I>M]&U;NPR\? MGG'3=JDP1$$F,N,>/J]S2X#AC+-&:!MW'^^755E5-U)QS5(I4YEP1E/*M=Z- MXC5*Z,V/8G5;V@+3*X3+C7FHQOK^_%JN9XNCMZ(C^_P,.8.G7CY.!$7]+=1$WTO M5^V:PGQYMWB^W_0`7-DL)D"Y[3"`@[?9"XU6[Z7UZVNQOHJV:L<8Y9US[]*0 M+XCS$P%AP(2.#08#6A4`>K_5GFQC,Q$KD6E$%6:*$9TR@K>QTQ01I\^V@@0$ MGK?;O)@NRN7CS_7__10][.[*`]Y=1^O>#)T&\OR0N` M'B68/`-]VC6UIB_AHJR>5X6X MK=:KV=WZ1N<<)T9C6@]',8J%T7&2ZB05,JVO)F0[/`D=%NZ.W2F-=E*C`ZW1 M7FSTKT[NT//HCFZ>N7>AZC*1VQ@LO7*8R]O[@_6S@MY\/<^8X2Q.*$U30N/< MR-BH6DR&FD-D2.;97RFD`N"!T.&7T)=N_X`-08+6R`[#XY?'#<;_Q][5-,>- M(]G[1,Q_P&WM"/4$OS^.`$%ZO.&VO;:VY]"'"JH*DKA=(K4DI7;-KQ\`_!`M MERB`!$AZ9R\S[G*Y\N5+X"$3!!.Z(J/Y]70)T66^P-J+0FIU\\<5T?90* MJ_73NL":1-W=D[SBUK^0(]O#XGVCOMZF);E**W+H6O3U:PA,3&3'AFU:3N@Z MH6&%9ABZ)@PCW[H(,6>].M[0)P^+]P_(/NF&LE M;_,(']&+A2*Y$>%8RMMBE>DR.?'CMA&S/40'RY)=)\6QH-/3=UI\\,^T;+HM M[Z`=(=N(L>-'GFL8KHLCKP/HA9[4"]C+H5HP01R*R7>B,_0&7)W.J0[@+LUN M<*0]QK+)Y);".SW!7"*RFA//F8$02D:7"O9&UID5''\Q:5V6>O'3T=Q"UR[$ M3ZPH<,,DBF,[BKS`AS'JC/C0":6.0$O]LNYSSGR*SVA^)$>3F`CK8TA.2"7( MT7.T>,C#V/GA27QM1(LF@G]^$G@&!>(9Z62I>H*7'UBSSX_I7=6JY?D"$5Y3/I.0;M/S>5`JI>^7/BTR3&HPMA^:V M"(<6\HS.G.M&@^0T8;2!/>`58BP2]P,Z*B<]G9&4$O,;<2<7O>(T212]6AB:4O0* MD:.OZ.UX>*WHE>9K(SHQ$?RYHGU"&,5F0&71ZD^P(!0+;;?(_:)^U;*G359A2D142P<;TJJEFP@9U=)!R&35 M$B%&1+7L5U1+UNE-J)8TZ&).G*54RVI_'+E)[$61&9E&0FN_*/:MON#S'+'] M&;E?U*]:UK3)*DR)B&KI8$-:M703(:-:.@B9K%HBQ(BHEO6*:LDZO0G5D@9= MS(FSZN,3+SV7^]#W<0MC#]F1Y4+7,ES?@$'@]+4K"K!0>;D@',UZ*7*X\Y6S MG1\F=ZU<(IIBNV,;"Z2K"NI$=OR4]ECTTH9IL_:M& MH=_8FZ>I]_)F56''8)ZPD:^:$=0^C! M.#8CW!\:M`)#ZLS%9D!K7H$:-*R=U#W'`][0/U;\2?7;I=83Y7'6O.JL&>*% MUZ8+T!X(''@+N+N@IOZ"UF'6!;4;1XW3/\LZ)AE+':N=KN'TLZ^)VGA1M7+J M#=SFUM=_D.SFMB8'^$C*](;POV1/)9,T*W]+CP]D9QL.'2"6@2P[C&FQ'KI^ M[V""+;S%!7B^5PNOT!>@@_Q+VF`&UQ0K>&1@05J#&_8/P($]X6>+^:$X'M.R M8O^Z6=BWNJXK&%_;6OB7'5H_2V;P-'Y!2TSSE>9,"N,&<'+^CV80KPZ*#:08 MZ@;NOUD.HI"XE9(4U:'7G\7P_V'O'V3Y3>.#N7,=WS4-'SF&ZZ(DP9[IPOXD M);2%+L1;!9CF7&+X@L&@WC\1FB`LEA9,"ICFE5UWK!9?G)N=Y=:CGZPF/Q,, M'8OBG)C_[.O:+-]5+4WS`R!PWF(RNA;8USHMZU^+O+[=)3[V8>![5D0K^01" M([+[$VQTZ1,\9+8@H$6>7B)!F4+G9*H3*.X4X%X)GY98,K*OG3K9:%"G+#O_ M%O$4/3RST;A..WO3:"SX\S;;WP):HI.[^V-Q(N0_*E"RK!_4!2#?2+G/*L+^ M/N4Y1%:!O.`-^6EI3]ZQHA>&P^JFD-7PN5IQ_ MLG4K>\^=E\GD@!_*/I7AQ3+'=O4+8-#=O%ON-W MF!QLRO4UU`E$=R;!FP6TX"^:_;^+%UO?78`>N&S-JC58@C7J5N(DF1RH#Y&> MJG,&O6-5YA)1VTI5N8BOSZO(Y0C6636^NMWZL<@?>;,4?M'1^[RFKE;9OME; M=@%GJI>7'VA=#AYH M@9X#T%Q5U;/PVF.KGV2(:2MUMS.Z)I3%_S^P9@\L[37W=@;8M/K\\I:`K`]Z M["-02T5X#9EVQ4U.)&Z MW9[(Z,]V^Q$,]W#'H:390YFE("=[4E5I>6(_>9-F.:BS^DC8?U$_]X10UEF> MQ-VHTJ8S-_MSXRPG[L#N[6#T-Z=G.S:K"XH6[-/C_J&Y_N'JQ`ANOLI^XM#T M[F=Q+#-^!]\=J6^+0W$L;DYK;(7,FD9JMTV6F=$_[Q;+0OS,WXY9,I`26S=T M0C(TGZ[?Y_OBCG6-9'Z5Y):ZECV2]M/NF@R4^)9G.XD7>2&")BTL;.B;AFDF MB0\A%K[N2K%9G35_B[2[RZ:'"!J,Z]U7(TGB:&6O)QR;*>8UN?=#_:Z31N$Y MS77EC%UV?7U2E"2[R9M;G?>G2Y9-'!L%._S/0U4S])?IMYV!+<_PS,2#%K9M MQS1O*L1K]A'KSE.[(\CIT78.`&>/+C`ER.A5&+FBO@?D3AEXSL1E1_ M49>+]2:2PM4!/J;9D5U(0S%^I27>5T(%+ZLS4C%`D>U[=FP;%H:6&U-,T(Q: M0#@*;65KPCP4FE>"_\Y+DAZS?]):E17)?"" MY<*C7/Y[Z+_00/W"`_5U$*AMB?XHSQ.E7DWL?@*!5^2HA*RKI%:)F']F']!% M)3_P;WTN:-5!ZJQL-BE(3JZSFET0P?&%IN='?FS[;'\!QD;H>GZ++_9-"^]R MPG`^7$!6D]`FA_:1T[?.P-:;P!W9VNK@$P<)BX*6D+]$ZP1>OR66#(T$C][ M!7G*<]_1-)>A_91C4F:/M%)Y)!4LLRK+;X:G5!A(/TH""X6A8ULN=D(/Q4G2 M@8QB*-5^9EED*Y0-AQXT8.>''[/ZI')5T13!>4O+^L%37E0,0LM\:C]G`1XX M!EK/0.-:_Q[X=A:;29&9L.+H'0$;7W8T.R^X]BP1`N$%"--5+B>'P7+WD=2- MU6S??AK1E7&7X-#''C03TX:1:R-:3=F!@0-LNV$2QE*=5909U;QLM#C!59NB MLB,EDLN#.G[%E'\5:N5$O6-UF/A?``H3=#C[OV)(%Q9H40)'M%=Y##8BJ^K] M*C0/WFEB&!7L\,?5`WLHP$`PDU_Z?8A=X@>1&0/&EB3\I M>O`$_^+[;[8>+*^_LP@?E^9E8KD=U5[(WQ\%?4FBQ2^++XM[4M8GMKK4,.>G MHN_Y&>GN5*2)HLBS`RNPW-!W+==T<>P;48A-+[!M!$6O-I]M2)\L=-@N>+I5 M\T=3/;[U#A2_2MG(Q%9']T9FKD*'GM^'KI@JX;GW@8ZS792P:PT@3!+?-0*, M+,LS?0,CVS)]'"-#)E<2^D'-^0[#()G8B/$@)C/**9!3DG'OM:@$,SDB!%*$ M;&2NRV$N9HP`R1F+'K(C>Y^QHC+Q_NZ^+)K7#*MW95%5NY!:<,T(APC'7A1` MUTNLSFB,$Z%7Y=58TCS'>W"2$WTF?6(*L!QSM:O4'+L3P9+9IN M1;,4]<`N>->(^^8E-K;NLUW@!_:+DKHT@U`Q65J&2SE5ZC%QZCI4ZZC2B_R, MB-)\3C>B20H<*50/-TE%B@K>Z8$WAGV??RZ+&VJQ-1E$#G0"Y"`(78R#*$9F MU)DT#%?J>=4<.YI5:0B-7][4@I.4HEE,BHG14B3*R=%S_CII:!'80\,_2I5:>SBF!L[6K6G49,FV::DI*G M'I7T4QB^V`_2IIOQR:6%U)G/M-3SJ?"!UCIR-<[5E"=92/Z#&L* M2<+2!??[A[NFAQPF3PWZZ)^/I&[>I()W15EG_^2?OPARYP8P"*!O(,/'T#1Q M%/AQ@\_V;`,&=WU`UU\0/KD#C@,_)&4Q.6")2:>VXK2))D= MN`"&/ER`W@LNO4,_+L`S<;[X7IT7EF5541@1\,4#O1&I7][O8N49IBKS_4CJ MG>/'.(KMQ,`P-+"=A%&W#6!["?*QDKQ7Q-!*66].1J1``YTS,U[53"K-=S^. M<;ELMDNA3,EU9>C=B/RI\44TSY4G2&+G\.XN:_H)\@:2;9?H?48JW#1*9MN8 MW5DQ&,$8A08*/2\R?,Z)]3CYK/L.*7B"NMXI M2BDF1W?.=$1D(Y-5DW,_[*[IHU"\Q?+^EAP>CN33];N'E%_N0CXUS=Y9T^=+ MUC)JYP5!Y+@F]%W3-2-HNFZ,.].!X\M=@J7`GN8'`QU$UE.Y!5F48(`2_,YQ MCDQ=?52+Z>72+,NII`*"];2L?IVU$454R?E&=%"I2\_;42NG2UCSSAE$IX\I M?P#[+:MVON%&8>(X"0P<"T'3MJ#/=@GMV+,"F$C=3C_;F&:U.SL!:9'``=(\ MA4*4%;KY_(JIW*+4RDGIIKW* MZV*J-N1+4M4F4;UA59OFCX"JS2!*X';/A([!OQUO`-BQJR7+L*+&M2.C]P!D_K_N@+/T+T`!C)ZH::.#W!IRH M8LUA;URC%B).3I56YTSTUL1%N)MVK^%4#E^[X>XEE\^(L@)^5K\E;KX'A;+! M(ONZ5%%5W^U`=EGKI^NGCT\\A;6CT$8X"GT;&J;I&`;V4%N4VZ9M2%VTH="L M9FEF2`?;^:=9!;)*ML72RI6(EI/RJ1SK>>]*F+&1%%,#[1M)-G5X]OP]+5WD M353%TWWCIY%Z12MT\?F M/'%;NW`>84E8T*9QNTD%F^C*J&3-H4?\V-C3==E]G=[FBDF81!Y*?!2[EN\B M(XA#K[/HP5#JOH,99C0KU``9Z*')%H`JV!13IX6(E!.GJ1SJ.2WV(D-C9\7F MT[H175+AR?-S8JK(F?5`XD.6D_J8@6W- M?1HA;FF-1Q'@=X8/<(`J'D-(\#K]&80>2A4\@!!D<[&'#SU1DD\>Y`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`D3:<7JO?WYT9]];?IFO\JCV?57QW[ MJZ\#"ETIU`].X;6AM_,Y/?'WG+^0/%$,0H@]$W7,_H="EI+ M(*E,?KJ997)Y=G?OF_L6VULZJFB?X(A>`7UEP'=,.32?RY`=H\*ABJ?CK(<-*;DO`^ MZC-$_T7^SHK]?+97%WD%+A3J!I]L2_NB)-E-WFP_[T^7U'J5\D:Q[](L9^>@ M$*'+#;E,O^U\)S0ALJ'O!@A[B>U'3M>ZPH4XP')[Q"HM:]\[;L&"?8N6ID_[ M6W;-(;BA8%\MCO53+[:'O!;G<@M%1W8'$PQP@G><;P;U[06XXF@!A;MTWWQQ M(D?VI'6$8R-[U5I<>]YM7QM]ZD\:P)BND"C!-#6'-L:&B['=V<=^F+0G#>)< ML!NL,L/RYPPZC,+SF?Z#[XX88+JFL4-KP!XY9/#3/_46)7XC$U:]7U.?>LL1 M)]/P[NF.XOP0W]T?BQ,AB.3D.JM9Z[WJDGRK$27ECUT4QZ9AFZ$?X(2"L!++ M-&T_=!`TC01CJ4L/E1K6?-#QNWO!>;_)%BUHX?)6E*RQ$T4,.&39HX]JXR"6 M]ZP6`KG$1RW[NOH."C,YHJ):`K(1)=7CVX]-!W41*%X[IEG))?NIS6'5]SD, M;<<-'>Q[B8LLE+A.A*+0Q4[L0\N%L>C,G65#8XE"837G]@;=0*OUVH&.T316 M@*A@=R/33HTOSTL,=03)3RM8583W%!T M@,X=0)?AWB'^K:%+@/LTL8GH@D&6%-I-Q7>R*K>(VPM?1X*X3HM296R+B/MB M$=W:2K"3'] M&T[2:3UB%%,NJ8.+LSTY5Y4A6J\>BG`F(HM*N=^:.JIU[B61U$"AO%:^S^\? MZHIKL]DVFO`L.TX2'V)D)T'D^![]H#-I!U#V$,@,2]H/??S70\'.2'TNLST_ M60O@OLX>:6V9EG^P;8.D*,'[`PU0MD^/W5["&^X#,-].;5TSBWQ)C=3,^O0$ ML0%V`5HRUVIA,T*4B`S.H'=KHC?'E9K*$E( M('M?UET>5YX\*4ZFA)3J'[E!OQRE^L7-M;Q^Z2!9E7XY)NF7(Z5?HO0:K%_" MKG#HEQP]L_0+]B99[8="%S5'M6/J)!ZE%`TF$Q?#^?K%:VE1_?I6E*>T"RK5 M+FZ>Y;5+!\&JM`N:I%U02KM$Z358NX1=X=`N.7JXM>O/]-]E=<7^9O?Y)LJ^ M#_?;UL^7S>N.]HU(N^[GH#"('.PYG@VC.,'0B?9O.FSJ(#$=4V55NZ:U0*T6 M:7,8O\&ZO^BY?K8.<.5>0BACGT_=UJ!=3.G4\:U%]3@)G%!`U2$P1`V5NU7J M';GJ57)8\_,"+[)9>>FZ"),$D]#>OQ]!"-DBKR;46=7\6D+@J95[5Z&0?V5* MJ8%Z;5JYSHL+;A+GZ:5@(-Z.8HHZ)JZ94M3QJV999,_=_*I+*DCA%J%.\L:&7&(#"%S/ M31`B-G*@>F/Z(?[_^2>M3_93>S],8"=KXY$4O7V+*TE=*JVK**SXF MY$2>.T.49(8#I:IA)*@?[9LX9N M-#=V#[L\0.R)S/AF&],\T?O"!GY6-6\ M?2G^;(V@K:5$Y\B:$"9E/!NB4^K\*34-2$$5B[+'5>V>UF=2;/\HV;RC:&1I4"6;P#"F.`RH1VTW<2.4 M['?]1R`6FS+-LZ5]^O3M]\O?K0.LE]=@R0G*3';Y]&4Y6L7DYMNE-0!KUZ=' MU*XD0)-,3>B1&H8-D2=%SI0Z!J&P>!TLD?X:ZV;%^[#0/=B'$8E"UW4C0&P< M8`@#O+?O1$(G)I49U5P1L<=O],0-2.653!75O**V`LO"^G:,X/9]W/@EW%I: MQT?@I.PICH$Q"JC:KU=BJ(4X@:9JU6-9L8GF":,P)BZB4>C'MN-'GGMHD$*@ MA\6ZJ,VQI%D!]^`DGDD=O/(IWW*4BLG='#8U-3V;(&I"UM00;(B6*7+F51\S M=10);!NHZMOT-J/I]7^R[2NK3NPB)I-1#!.FE+$#P6&%#+#)L>CV@5G&]+_+ MZ_']U@%4(%YSZ>7=1;`8KZ+R==\TUZ_2^_R_C,\!IR7#KZ9-!E/,36XV4$*Y M(8*FRIM7FP\4DL0M:>WIXQ,F?>JY?D)#`E#4_!B$X?Y0DAN'@D>VYUC2+F8M M.'5*-HM5/AE;BDXQ#>MX_&Z*8DV0-"%7*J@U1*N4N%*J'WG<5TC]^53DU_EC M>D^*[9>J_)&SJ6IZ_ZFLLZ8[&BT/NRRB$'F^%]EA'$`8X>9$DKO?90$0XIDT MJK2G>>JX!]JN7#_NH5I%@[7]\'LIL734K86VV*2]B:(YKVD:AW"Y2ZM M4DC\N;NGN&DYDC5TD+KZW50:7"KUC4&YNZOB_BHF]L^?:;7M;<9N%#9-Y"(7 M,FL>?3R5;^+,2N6*P92 M!UQ[4M^.9U;JV1J]W@8AS*J^QP1:4ZE7B M;&Q3^'U(IM+"*J$W)8^LX[R&!O&R(>!_N9_N[ICAYO^:PS`_TOL7S4@/5Z)L M@I`$U(]C%T#JQI"X;%8V`$!)&`B]Z%=F5??*37O`L.T_M3NLD+(8-6-X:^6% M=".Z&T!=(#AW!JP2`\'7;`.Y[0\CF!?6T=N9EMXSP$OAU/X! MY6$P1(0U./;KO@)-U'&+Y^C@S3&K$8GJ^PQS;==05>VI]G20X4W_D!03^?& MAD]$%PR+F')^&)-L@E9.,S4AD(HH-D0557E3:AF'PNLWB";8@\3W[4Q]GSH(-^+!\LTQD+GFA68TZR#!S!,Y79UU;Y)$54N%:SR MJ=?"A(HIV`''6,`N+(9J\9.&YVB:D"^%'!LB82H]>G5*43%9'+L6_JA8I?'W MY[2N+]."%'59Y"6Y9O7D+F]>@797M%$743>*7#;M!@$-`(8T#OPH\"ER"'2X M)K^*3&F6L!:CU8*T&$JKAVF-<`I>AZF*XG,;%!9G5TS/S"66=T/"X@3+[450 M0O2Y70@\7!S=@*"4Q-7W'JCUIM0RT@2+6OJTRXMLMPO+A^]YT0Z]K]EU>5LT M.[V[JX!N\@9`OZS;P*JR[`C'$8)N MCYH0`(A(0;PR5,V9*%2TLKIV0/EJ\3<42[&\-SAFC3QK;VON?;/&S@VO]P;W M7KWGZSV\L/:C(^89&%KF!7I#-C&G,&2L&#(?,86-TL@'FGL>)(DW/8;W:[:K MJ_RZ[I!O;.K`Q&V2,K4C2)S(AN&`%=HVUQGA50%JSG0'-*VL<9?_:X;LW&SL MC43+B%SV%N//.VE\(^-`;JI)'LJGHF[ZYE>'$'8[`O9!KZWZ+NO^W4\^MVF= M_2X_]=3'Z-$)JP$!7'V::P('I4%/U(I3ZB]5^9A5]?,7]B`.EQ$\-D_N)G:] MV+&1!R(/>ZPD\AS@#>"=(`K$CL":@5E$PJ0.TP[0]E.I%M>*,^P9\5U^HKU, M8(VH4097V4^-LQ>\`\;XF??)&"XT`9\_AM[A/%P!*1JGXZI"QIU`_RC+[<_\ M_G[C!S!N3JK8OAH<`M7^7JBI@1=6V2%WF=_?8Q_]%\!<]P,+ZB M'7FQ4`TK,T(,R1"KTZ"Q3I4/RRKYJ[W6Y!,+6]OFH.[^8H-8-6T[$7!CE"2V M3W$4!SWP!/A$J,G#^F@UU]*?Y0],K,_-"JE-?Q"-2'+=L#CXV?_E&\YQ1P.W M4+:;-VC>8=Z;28C&#*@B5*ODPAZI8Z.P.:,3AX[G)B[T,$HZI!BP?]--7=;I M_?+)CQ.>4+;;>\*MEE?-GZR?[7ACM7QZTQ`F(_+9FT]?B^8KP5'P#A.4*`,: M,Y)4,-;9O-[ES-$OVFRZ06X84V!C$%+J$>PX,:(#=!K2]7:P2^+5O8V]+[GO M#[C6W,`N&]3ED]<2\30BFPTC9/3+?LKVAC/@MM:M]YMAYASEP-B4Z][<5\_%F@NF]O0@#JV%T4$)'Y`"0Y]!PU.)!@(M1\R"[GF M[-M@Z=JU-6@NK")KC[DTESA8VWQWW9Q[63$3*XC\\JEXV:`;D8M'KQQ?S&Y? M#J\WG([/QG2A?*QN;+W#A*R0'(T9674(5TG)HT\VMN/3``T/ M<$D,O;5>7HI@7.0-IAE+PT*A6SY[ZHJ:$7F2:WW#^&0X^F2AM""W9)JID! MIGUK[A[PFA-`GI"M,,53'"TCDM/R'7<5AV2I.9A`\-]A$A)R7^<\2C@,W$GG M\OHNVS[=9Y]OAG.!72M*UP\@@#&,;1`#2AP[L4&`H`)UGB7=*C2`N[#V MQ_Z M6[=)$D>N@RE`!-"0^"3!7F\+.T'$=8)@E@'-"M$BZ]936FQ6!X[C9GF%'$[K MQF+TB_*J-X=<%QP1BSPN2(`I#=S"' M$'+$N@C*6A%YCJ2Z`';M<01E:39W?!/[)4@3D_@]HE9J>+G3,ML_0<[$O'\N MG8:L`,QVHU0[RO@+TMUC>GU*Y/JE"!@&04R@@Q&P8<@J8'`P2FR/CE%Q).YFZQ%49%])XM0A=F5K`"-9-4[MIS87(E"\\S),\H-L_[?[S25,C; M^F6F2F=*'4.+6_#C]"';_22[/#U8[FW9`;`=']LH`3@*D!\E>+#E)<0)^71^ MA@'-\AZ3/^/_O?R'U6`;/RO"`C2'PW-BOA!]8AIN!'.\BKT0@W)"?9+)&>L! MIQT^JLP*^%E=D%7X4"H<,)+WAWS,B^Q#G3WL-D[B`0_[P,:1!XD#((J&E68/ MAM"7N4B$_]LU"^]ACUT#R6HQB4[K)2CCF]#K94M,9P6)TGK[R)Z/B=F[/'>& MS-MG.'#B8A)9*H2UXX^JW.TV(;&#$$%6&R8)3GR`$$T&([X#A9K_B7WS0IIQ M8;5P)-6"DR0QI5#/CYQ*G*5&JSZTMCFT08PMPW1!$/P)39"A0%@//CP\INT9 MC&M6ES[=IW6V[3YJRIF/#8`8^M!%#D0ALI.$LGK&)0.`,'#(ILANFS^[$I>, M^<:Y'I>@>UQ>X>1?)SG@L_(]0.N>(10^ZZV0>#']68CLF=HTH+RPQJ0?@%H? MU].NLPQRZ)JZ*!BF>0H=.Z&'JJD3O[3[%88Q=$(01C(+A^SW;\T5: M87!_J5#%)-Z[XO#H+7]`5.3*0EZ:#'LL^'&?NK)0S''A03TJKRX_9)5 M>;G=@(3BR,'0#G#B.#"T([JW22G?FJX20TLM,4B>A9]'HEC^ULZ?;,K>'SWO MD%D=M)6DY!A+'/(RBUS#)&>>+R=D2`%!PM+TCRJOZZSX?'/S-6O3_55YF39G M-8?C4-^*O-YX)'"2R$]($@?,;.#9$/8@_"A!=)B?B*F5&ML2TQ-)`=OFN\>R MV2!>5M9==K^U;M@/.X984M$4<2\F<0N2/E/S>J16>7-C]5BMNK0:M,WQ\/VI MU@;P2DK(12:'-*H-BF%:J=BY$^*I@T)A-;VJTF)WW[YW)-M_/^WJ]H3?AI63 MH8,@"""F8>CZ!$!GL!K:'I4I]21-:2[VDK+*\MO"ROZZOF.?RRJC+(]B4K@` MA;+:-X)FC;"M)'/'B>+0M9D,&R9D<[TYH5Q*2))H!'MI=P'I0O+_.3)K"*K94W)DK$9B\/"*\'"3!JF.[)> M3*[Q2I+"W^+B+JTRVIS;#,N'QZS8=0+W?5=7Z76]H5X`D0T3G_V/67)D4<&_)0J?+F MUQ81*DGBV"S\KD#R.AC,Y_QI_%?S8\9??XG^XNN\Q8(B.,VU82# M/>2A)`:$#&@@#6R^[<1:(6B>IPS87SZ;`_IFF>'%+WH'K._/5N."8#<_W=&: MEDJ#`B4FH>\J1KQ;I(V)E=PFZG'_QJCU5Y6Z4/O\MOQ)Y#ZY'4N%"<5M_,O8R7Y:*#7["._=HL8[6]X%Q6 M&K,"F>5MSX-N!%V0P,%`;/M"K2/YOU5S(FR!R/6#%&"&KYC70XI8TN'C0TN! MOG=_HA87I\B0LEL">#EW=,@\Z4-[H0AX3NS&'DEH`EP4.G1OHEE_$W[6.;]W MF:==KANC$#\"3[P&:J2>^77:,(XH./?<"Q)ETI,O"OW8LR_E/O?3_V=>Y`]/ M#[T1#,(81#0`3N`#G^`8.?%@Q/2"V'5PX'J`AD'@.H,1VXN1 M6(,GL>\6&?)2;9UZ.-*J(,84IRIHHTA0%;BYT:,*8QJF5$&*+E-400[\KZHP M@P*!ZR7*Z_^0Q\79*OE[UAFV`[M*'#BA0?)79$'2?J#&/H M1U#PBHFYUC37$RU`:XS0ZB!:?V,@=_\C*RD*:.9\@[@HPX(O$>>3J^DZBC.< M3;U-5,:W(=JET*%75U.HI8I_)23;U55^76?;%D*S[F55Y_]MM;([/A-E-UE5O7RCU+\[ MVF#DP@2Z@8,=2FR/ND%L[\63VIR[(-3:U*QH8[#68XOVPMKV>(^^CA7H/*Z4 M^VF=6Y-V,<5[.XSSMWQ?BWFY+0D=1JO\D576S[O\^FZ_TZ`Z'"K*_N\IKY_[ M_7KIS[3:[JR'=)NUOWMXO"^?LVQG/15,A5_^MR\BV/]A>UCL>W9VJ\.,_0Q" M03BZ@4%/&%??L:#)K5+OZ.?O$=J/Q_#LWC?KU*[M"VOOH-5Y>&&U M/K[<@MAXR?[+VF)^CBZ3O^@V)#)?W]"PX.[INC92_14$V37;&>N[S/J>LE^P M<;*[RUB$MZQZN&@_3V]OJ_8\$BL1JKT'3!_8>&!_JK2ZJ._2VKI+?S3[(^OF M&QIF6;^$8QBY-&[.5'5P8TS`\M63.,:52R>\2HZ4".62=9/>**HHFBSZ M^JC;KS739,ET<+&KEIB3;V4DK%$JZ1T1[Z9.:I=BV@*)%4=LZIXU'X_*I.8R MEKYTJG^6_8D3TVNG5['77CC)C[9W537-H$%+R30W+.O62^Q)R3:)'T?$3RB" M=N*A$'L^0]P#!LA'JU=,7"A7KID\$S(E7SA7K)J41]+,NJEQ\^V,!P-J)^7C MXKU73X=*:5P^-32^S0*J0;YT"24TZ-YS$25&Q!)EE$1H5BVD$J8H&QPD+O1Q M8`/'"1&BR(WP@)>Z/N=FEI5!KEQ&^0:D3;Y@KE=%*8^C8454_ZZN%BB@)`*S;OV4_\A( ML;VZRZHLO:F[`Z4^(=0'./8Q=1#PT/ZM(Z4)[W7+!B%>N;(*6I&K]WA-2*WB M45^QZM(:<,-*L+X"8RZWH^;JC8\:`ZHSK:/GO9=J;[X/7`^E4+TF?B%A MEXB/-N@4/,ZZ8B"GR['U`1JZ;_UX^?7\8L?ZPB=PM<7H2,8S9UP8UJH,CF%_440FO,IT,"R+YG/VP0#!!\`#;H@Q M=0E.$A+'7CQ`P'$LU$5&I5W-:G@`I%P0)3B>JXEZZ54KBR/F35/&5S1*B:-\ M,(S7QQFN<4OD7/H4J.2GK-Y$Q`X"'%`;03\.,`".30:CT+7_G[IKZVT<9[)_ M14^+&2#=$*D[]HFDI.D`TYV@.S.+Q6!A*+:2:#]'RDIR]^3[]4M*ENQT$IM7 M2?,RDY83UZE3XF&Q>$M%ZA=JEJ:H06@3/R[J5.5.-VMZ!8ZB6XRB42Q2&B;" M\.)52\@9;IT2IXA;F8:C3&ZROU'3Y&U#?QB>C2IY&&*C5" M8R.FK`-@BX*W>CB\W-X M7LW>V%1[D$,_5C4-R>KZ^:ZJNXKM"L6NQP[%\I+0#@$B4>!'`X34AX(GZNNT M+*(T4N?MIU6=%_>]@'QKV1H'VJM;1PE>=SEU]_&:^E2TUOK8`=5>0R4HDMW" M1-'0H/LOHV`1/N*G4?3W6121;`VQ6*HFZW#MG.AJHT]>59-N0=/GO'VH-I?= M/!A;@47MITX04@!.[!(;IG8<>L%@WT4N5,JZ98T:SJF_T%>E*IMJ6VRZTSR/ MH*GJI#3-DB(Y!<,:%+*':?4X^?B>1A[?X4]$&U5#L%1A5/;KG"KJ(4YGJ>)K MWN0U!4+38+1>U[MLVZ#MMOK!UF[2!"RN=K?MW6Y+/ZMV#"D@CI)J'9UAF1VP6[>VL/ZCF;K?YNBUNM_E>&/37,K1'4%M-8\[@ M&:MM#$YUXX[!K0OK9>0'UZS!M[E%7SDX:M4.4V_"4CN2"1D0KWZ8#89\Y_1; M56W8]@**Z[)L:?-DLME_1#'8C@])Y,8)3"*(:0<9CY68""*E;D?%L.$.Y8!' MN>=0HE>R3YB*60UJ/T#M=/T`]FRW/8U^GR!21)EUQ&.IFJO%MW-JJH]`>9T< M'ES2]/(Q7X5LRXD+'!P"$@+LA]@9QPZ.G\9*TBAHR[`:C@WW/NN.\;::;,M[ MC)R58,9PX*U1V,]]7"X]V:K MTW=:I29F3EF@/EH#D]>3,\F[-7U21N7VD]\\Y!;]N]V6_AD[.."1#?"&#=MY MTQ:/W>3`77]014OIS^_N\G7;6%G;UL7MKLU82MQ6W1]L"OIAG;.:QVW>_LCS MLGO,_NPV:XIN)_CV90.PLHZ9X:"+L[_']ESN&"3:W6=K=E%85V)A!P%9]WF9 MU]EV^\P^H=K*=KCW0U8V+?E4%^6Z>*+C)H5MY^="^D;'I/$]F'V#MSY/*NV- M1+XGHGD[?6N;EJ;PW:J"<;6'9\/X1D M^.30][W9[VWRS6[-,-"^JBX:UJ,P9:3]T+O!U-G/O,C'*GE]3SJ+KW? M!6FB2Z6@4Q??NY3LLFS:>M?/"0,O2GS/([83!R$(,8Z3T7J0NHEB74?&I.$> MZ8^RSK-M=X!1,4Z.T]20+?-3K_)(<2Q=[#%-KY::SP#2.D(Y?^GG#>K$*D`J MW"^W$*3DU?EZD#II"NN?V:&'*YM@+_0!3($#/(!BAVKL*+=!H%;(YC-A6.`Z M$,KKDOG(DE0N_3QI4*HSO$VTK)B!$%I!+$3E4H5'T(NSZX(E2)$7EC^S[:[? MY3$L<%BE,4*A$\8(8N`%D11ZJ[([3W%SHR`V$F:Y6E34MZA7"+E; MUPCLL%Y)58YD*);4)E.TZA,J(7ZGD:W7I(EHF`+E2Q4T%9?.J9LR7?)2QW8\ M1]`)4PP]SW6#T+$=`-+1%AW'$I%C$:0,".5/LBKTB0A*W"Y5CH1\.*<_XH3(",[O179;;(NVR(]7E^Z7$A#/28'G M8IA`$"1)FF("!O,0VJY:?J5D>IHLKK]OF:OK]L.H%M]WIB M0K#R(IR$(0$0TVPP3&&4!NX`PZ&`M*FB/(1IU''`UTV@C>"T2*0"^RI2:9AQ MS9(YH*4_,;R\89A0/-_E4UA$U2.S:#'5X!Z7J.JB45%<#_ME+\M^.WM;L^V5 M&W1W1W^%ZE%#`;D1"+V8^($#XP`2+_1&0"Y(M,FL#C#3"*Z1G?^ZPZ*BOY.% M0K,2'W"SU8TOD%L'Z(N09`Z*A<599]@6+=-:'>42;/W4:I/N9@7"%,"89MX> MM`,8X]1/G<$P\1`8)%J/.I^W)Z'".E:UL!U,N@68@UP]0JN)56."NC355%%' M?J[_(2HHX)"@VHE2I3S:SY^R8MA5WZS\$$1.X!';MI$-$$N'X['4$&%;A[*) MVC2N;GM`P_D8>B1-F%FU\;L!2K6/VGE9GG2@_H(XB>&Y'/&+UCEIISB'XBJ4 M*>I=OW0'^CX=[\<1AA`&3N3$KAT,)L/(#K4-L?G,33.(5ERX)TZBBJ!I)$ZS MC,V\CN]GCH052XS91>N4H"M495M$D/BYIE:?H[0=XF1UB/N-E\&E M0H*DR*^X.[+)UMT`%-B^Z^$T]7UJWDN"9*RHX6Z_EL+B.T%;AM?AL05D^E?A MB?(IK$/&J500I*.U>7,OPGM)D,AZ/$EJEZ=.:NZ<6Z6G1)/2"F&RJ]F%BBL8 M^M`/8SOV,'0"Q[/IP'$PB2((%&^5$+`DTKRD;I$86QG;UKT_5N2#M8>G8>$P M-Z62B>.F+&9!.R`4(.&B7`K+V.&2#6L9#Q$3R9F M!S"">B;!_8(E3<8;#E63)DFQB#6H*0%Q','`138($Y>$!$?)8-3UW51;:9W7 MX#3%]?<*,SK2-!F65>I;6IG57^9:0&+VFBSALIJBT6[@>OH6X@K8G%W-=.1LDG2K:)INBDW(VA*RM#\CJ'-TV;9VM:7:((YS&A#BI M'_@X@C@E0>0!%!$W3#V/=^NE]/>;:V8#)(MBLCI0UE\#K/^9N&F]1\^))J7, MZ$*:DKH?E>973;#I7-?57=&RNS]7$&)"OPR'0>1`!S@8PV2P$/N1T(UQ`E\K M-`4FL:TFN;$NOY"KSXE@7R["#)^,&")%3#A8":7?[#3LZ M];JJ^[+*3Z>('VU.8+\V',0YLYB1 MX]?DIGKYD@SOR,JW(R\("0$P#5'H1%2][`$(<0,DMMI:OWV)T8;X)/PO10?Z MU^Z0U%>'])$3MIF"HD?_%BIVPIR>T$1S\5F(=!ITL)KJ M55<1XE5B.Q#$B4]"@F(/1"["X6#$B8`GDKN)??-DZ9N%;FZ^7N(_;A#^/;%N MKJQ/_TV?6)^N;I+?OUGDZNOUU5=TI`6#_VD*VLQVPU M'5BK.J!E^=[^\:^"`8%N$.W(=;AJZ[=BXO MFWXMD+SF3A$C/B%>6'C$U/D(O-6C'U3YYZ0S+K:[[CZ3I+\(:M#O?5CW;EG' M?DTLX^J!.*'M$T9Y(8(_I+",#?X].\1Q<.3`+ M$65C[O'EX9IH%,G$]V64E%)!*G;_\([:NWJBL+HK)*_SNAL+=)!6T(&^YR(/ MQ,1W'9>"2*(!1I2F@6#:K=6VZ:KKH6SXH2]Z,%'=5-MM5C<6Q=P+K$2>K3<" MW$GU;.0+9]!'I=KN(M,#7.N`]Z);]M-'IL,\?78LPNCI5-A(;!8BL<;<>YWD M&J21X_9NX7FQEWA28+MA`B*::".`;2_UH3>N5G"1R&%%QK%(+!B0.0Y8>M6` M]6&O#+\("[7Y.)Y6[&7$3G6FC4%_6?*X>7=5`;^03QPHWNO'%Q0PN3O)C0?N MW*7B:@R^T;=.%I39KQ^?RL]JXK==[X\K`!T? M(I%RD9P%PT4AUG+['O)5W_CIF3ZQ/E5MOFUH"ET_57T:I-`W*I+--U0QS[-8 MK_9ZF\$\LZIO\G)B6*'&XT(&#XI.G-E9($.)WEK+<0%HE1#7A4P9241_2&S@ M!:,TDC`%VJLM0M8GJ[=\&(JF$U99B+`0FJRY#?!9;=SEF5;7R(A6A MAA M,<&V>HUFGI4W[W`C4*<197,A0PUE-\[4:N1HX1@VH/7_[8JFZ,8H<=$\5?N? M4;FA_USW(YE\)BR+M#"I M`SZ/(;,F=@!]85'8UC'NH[(!=QII(!CGTOQYHR"F<\=87["_5/)YD_9Y@R"7 MI<=YLZZ+IZ[7KNZLVUU3E#D;(!\'B=U9OCD.5+5F)T&QM'VSZ_[7/N2LN%E4 MFPN6+.R/(;G-UO^ZKZM=29^VQ2-[Q+ZJSM?5?=E=T+D_7I<]W1Y.FOIH66C; M5-:F`W?+U@7WG-$OH+[LMNP,V;?_E#G!P`R.T"?M0]9:#]EW^C#/2_H%-$UA MJ4F3/V7T2_/M,_TNYM_AO:N.:H7TLQ^Y55;6MBKO:<__L6.B$FQ M#P#V(/8ABG`2QYU![*1IX*5BQW/+VS'><;_.D!7'%`(P!F'9#1-L2>G&@^^N@[ ME_U/PYR8ZLQ.&F_6/@UYDMDYS3"V5;.CDDWSVL<#ISZIP85*WVLEF!]^SOZWJF_HWS17=W%^V]($ M-:&I:_M\L(_^+IJ5'2*"0L2)!TQV$AZ9)VMRJSKZ]@B_VV?L@WNVU^ M===;_9RW#]7FLOR>-RWK*UX_S?,OV6/>84)TB`FP&WL!\`/'!@BD:8_)=Z(H MB,0&?4:A&!\7'G!>6`S5V68\0SCXQH^+B8-8LB<<`",ZJD+>"7&=)"8+4=QI M?*UF>.E%JVWOV(RKQZPH:8_@!6S^+HA=%("$IG(A'*PF2>J+)%&*I@SG3J^; M=H]+5%U5">6LOTW'I:I"GJ713/GM)$&G:G!ZF%V(SNGRYN=JG$Z2.$IRU]OL M.>O7WWRE[U[=-OCCGQ\_Y^Q@CI6-`R]A!V\DL1?;!*701J,R(L)UEK"B"[4 M63U7GCM%P)L5.BV,S5ZDT^-%I?4U4II#P<_7?:VVRV<]$GH`I*$3>]!/?(S3 M>,QG[2#B.I19AYU9YE1NGZT]1K$AO!9B9699S'&J8[9E5CI5YE_,T2HGYLKT MRDRUO""!>\I%CKK955VC*R>G8%3HD=3W??*/$'%"U_60YSJ0P#0)0F>P!>E( M0%[8.0W,,TLN5BU08U!&P0V0IV6B?$K>5*3:`'\Z-5J\S,(CS>]62[1PM$@Q M%O7AI`I+$<(AO[]5V\UUUC1LA6^Z*S?[-#Z(O2CP_#3R;"]P08IP9`]V7"?B MFO*6_G+#LLM060,LB^$2'[#+TG9.;R=@3$QKYR2+5V0G($U.8*7(.Z>N;WO[ MIK(J$C.[JJKBKS2](=QJ.EP#3HYNY[BFKT2S-Y@XT$4D3M(`P!3[H4V3YK&< M#8*83U95K1C6UP&>=8S/Z@"*:XLXKH;5PON:2+.R7=M+O3`@@&`0 MVSA*[+$@XB(7R1KIC1>@'V;;?U4NCLBO'?[*V9?VR[4[EHWT31UO*'Y^VU7/.=NR6^5W1 MK]9^8V^#=4,!')HN,\&6>+]G(^OV4=PU%/'MLY7_S328/J;HJ-=6]:/<8]_F MW?5E#_WD;2\*]'NZ@V.82^^5Q\W63WW<75EVPS<;LT[+J:"X>GS)V MRUJ/-]]O_7J?!7ZI^HD:"IN&^*GJ+V):/[`KM!KVY^_S1*/_/2]W.07=/NP: M/N1ZJW(G&A!WJ4Y'(YP]<3'FV,FBGC[JN%=IHN]9L64HTJK^EAV#^:VFK>#K M7H%^HVV#'2A%._H52@F*D.LE",;`\\(X=/QQ2M^+N#(<@^8-ISHCX@]4H3XT MV8MN]<+J8%L#;NNW3KB[XU0%5WN:",SII&8A,1'+;@R$P\BJ47%23ZPD-1BA MA:PN->EA-=GK+KS_\'67,)A=(==UTM@-8!C:@9?Z((B"P6;JQ$)7'RL9,CT; MTV5AO_0I6)?M5C1'KM_.1P4U58U@/O6F2CLW^S>EW3KMS0CG$NGLQ1S*9A M.6,8Z)MDC:"L_LF==5E2M'00?-C7HBU#%&1=-2TT1[C67/"G$+!;/Z:^2YV3 M0ZG43RX*"Y%"[6YQ)WDJM'%,'UQU!P.VU==\D^>/A[9>E-?U?BJCO_9W9?LP MCAP70)BDH>?:Q/7Q8!H0GW,N6)\]P\+8`V45L1[JD0ZR6N&(=G^=-G=!6B/A MY^8`YN%:3!/_`33S5OSGH5NNUJ^-]G-57&Y2WJS?ZJ=T]LJM`9@W9;S==:QUA M60,NX?//I(D[I_Y3<":8_\Y)%_\1S^9ID]-L*?K.GT#\IKMOJK$J-;-KK[(# ME:ZW1+2`T9MKOE1MWOQ>9=WAQ&E19N6:0OB:K_/B.[./GP\_LU.O^K.M4(Q# M$K,[S&SD`Y`"ES!,`#ET))&Z8N=(&84BTHBDSI$Z8.H.BYOG%",5"D\-O:>( MS%+&XY/X^O,@?3J"N97AI:7]KIL`(R=U`78A0$8+`%(^*+M7@I$U.V MY)D.VGF+EQ/-4XG&A30[-1\JC>^58#.YWMW2;OJ/=G^'!!L:T7%2_=PUS9!5 MTSP<0]M!21B'T*;_V]O$`>+:MZO%D.'AR@A&[O1$-0[YBOB3T2U.IJIGEP0) MDJA]`DAPIFL[26^Z9^8A#RI:HFUN9-$AI>[V_/H%^"6Y+4L`")!T)C45QY*) M<\\%SL4'<2]+PRB*4(^A8RA1QC06FL+XU2D9/3/IO\:/M.9H4+I(Y=&QXZ+^ M:!,CK4)QV32V%A.IYJBNFSIY`?49=F(4>="EXKJJS_KF&$JDWD<:VX9E#3J% M!1IB/*/-*,UV,ND-LCA[%!DB MBEU]J#)N:GVXJ8M-D55/78N4$N2'+G(19@Y.4>3"8XO8DTP//+H9V^K3X@,# M0'!$J+Z?,Y[4:YMCD_*IJ$8+HU)V9VQ22O4VQBY1J[\==LWPL[MAQMB:?3/, MG"6E\:XD+>,?RJ=LNW^60SYE<9CZ401IXL<4)RZ.P[Z-&/O7MG.TGFE/53HP MNG4C=/B1%0[+/.E)A2I?UT3BI9%G96$$%[,+P1CLI8'.H#G8NQ4I101Z7$<( M\1V/18'C1KAOQ0\B5W&X2SYUP@&O6GA`CR6]06^!+4/#?G29@7.&2@Q]1486 M-OA5T;\R_+5(4'B)FB\1B_4^W\19?4]VS;]$I< MS!26OG@9?")R+8M"MRQ)":4N#/T4N@11YOHDC0>A2M"U4G238+"Y-ZT)JK8:404M@F56"\5O^?\4NPW[UN;+Y7.3=9YOZI23)9*V MU.]WK.:D?NVWF!$+`P=AZI`$D=2-`XAZ`"&5+<]LNE7+^[\"+A!X00\8](C; M1.L-9I%DHD6MOI%IW`U7UW,S>D!QJ??VR)=>)L[H!+T5Y,GT>"WB8)5O,_$? M^Q)LN3%_^4WX*>_]E-U5>=[D!`>''==R\/6^6-^+]-WK]>"^NG'?U[S*P>,V MX[\7KLQV(&^]F;475(>29YQC6[$E4BU=+8U(V&$W)J%[P&D.)9_W M422M?KZ\ZIKR*<(P@`GTNT#28P/<;ELH",X(U MZ2R"D["G.Z,=Z@)5KT]NF_3G_$=1'8C/3/>B-LX^^R92W#ZV-UF>CN]=O.OG MKAM1C:8N]DU9FT<.X#YK:MS<@B_]):9RN,34S&;Y:I\_LDNV_L0?T/[]22MB M"RK__5`\-C<6!/3J2]Z7T-G=_45,B?E/V6Y,G9I7'796`\>[=W;U,V!"::ZW MC\A0^*'8Y>_W^4.](@$+$Y2&V'4\1E(_HI$[I.U"B>35U3$M6)ZRGLT=)]"! M!MZ8_'L*+%Z+'%,1J!8[EL&=?OY".QSJ19!3WIH2:A,E-1PX."O*)CB;79:- M&'$AP:$N)<8.W,@^SJKJB4/Z1[8]Y"OJDX!3Q`),&/+CR(W9,"<.&);:7K?5 MMF4Y_VYK4?%:AW&BS1QFVN38_(L-[T!\J*J+53%F.Z_G@C!Y;: MYBF>48ZCT9AZ_L19:SOL"OFAYZ8<0D(\EQ"/_V]X88(0:E0X%9J=3C,O#.HC M7L.BJL*_&3VU1+T-*95A?18U/0(;(:0:CG@C&JICF:)\:I,GL27P]UU=;CUY3?_ M#+)FRUA4K;_)MNW%OOL\WX.-V(7FGQ1=KCRQS[`5E=BS[19P*P^MQYHJ],U9 M`?]]^;7=H>9B61=U6\3]%AQ:)U_:E1ZQFWS-&6?W+XQY^;'+X@"2"*+V( M,$&*FL34*^8Y+$@8)"%-4$@(3-AP!SI)?-4"+W(/51D06@4>/I?[;`M:-#H* M(L&+@F*8)41#(6;1@ZOC7YZ6)8UW!=3GQK>JT8KCN=M77N&41A`YD1,02%`4 M!,P]WFM"5.I06N_)EB<([]S'3`\8^'J^%=E M:U$RH`S^K!KH42`M"C\V*UMQ(GXL"GVR*4810SBA#G4"#T+(`D:'J84?I9Z* M2HQLRK)L'-'U+WT5S4NMZ^UAT]Z$Z%;N.H(REF4YA9F08#7).>'VM"3];/OR MEXFZH$J&&%Z(3)FRIK32#16%[$.1W705*U:NRZB#`I^K9()\%J7)\6XF#,)8 M1;54GCO)S&9[!*2H0DH4R4F.+7;4].6##"56E.2DY0NRH\4HS@EO)#99):%7<;.D878#^O$K/ MI5V8T90N1(T,&/*R7+<1:J2UJ:D+?JQJ_->JK.N5[WLD]#P_#%("$6W^&4Z7 M'5]I?T:K`+AD;^I]E:WYM,%#GAMX".(P#!"*41CST8I2CT#LP:OYW$<_WUZ@ M.4("+2;P:X]JZG1HK[%S8;2,)G0A(V:\':7AGC9RY'S.O^TIM_"W5>2X;N@X M/)1A3+`78YK2OD$*8Z5:??JM6`XW9T:1P`8:<*KU;49PJ2=#=F@P-TT%WM7`4YA0'`,G>;BDT^]D,\O7,>/":&08NG[+Q;:MC?NGL,5;Q*W M@+L,/2UDD3_C%+3Z76A#UV+4J;TP8JUZ:B&#V:Z-+R[-6"=4)J-&760?LW5Q M6ZQ_S';979.^D.PVJ M/1QSO%]-X2'+RIFP8X/3V6_&6#"IM-<%I6,(RQYRWM*G\K"__YK7>P'E"@8& M_8"D80H3["-(*,8A[3&D:2SU[HB5ABU'%49^9/_UZ9^@&80G@T]9Y&QP?BVJ MS$RW6G@13#>:-L!]0?KH2&/#";(A9V9GZ,4>*TZY%H;4F3H;CRP2/GM@LFE; M.4&/5=SQ>+]KI+M99;%M\5#LFF[<-1H2',8A7V#1.$AA["=.&O!&(?%]$CHA M5-F#'=>2Y6!T"@ZJ&X(#V7;M)"TX`-]DK=1*`6O*%Y$G4;&Y0/)TR[`$[ MIU8J9%XZR;+BE(6HIR7COC_QLDBAM+K^H\\?PR>B_WO(ML6M2%;3I5"MDZ)> M;\OZ4.7M/GR8(I=$V(\H\0(?$@N M-[0<$4=I^])`)GTJ+O+Y6:)DM+^+Z[JMI1WW/HS2-W("OQL-AOHE]JG0!:'QKEF7OW+W3\]*W+>M:_2[\>+;5YV,A8FG%M*MK8U/T&3^. M/IZ+1\A+6!HX&$40HL2+4T*'TQL/*16E,-_ZHHZE/VB_]V/!+6;/I^UXQ.89 MM90S9CVH_B#Q&I`]_RQ.=XT;J'EHK4NEH4,:VM:F6K&8M^DX01`C+TH)@2$C MPPPZ=?'J,:^*PKY&H+[EAG MO0D!'FVDDB";H=2T0/\L,@SWL^A5P,-#%-"`>10'+B9AF$3#M@5,;.BS&H`Y MY+E!.*Q2[0BRHAN,ZK$]#]B48UFOS"G&SY@=K\5ZCGI;4JQIHYX2CR'4U$N= M^>:P;B1GA1A"41Q1QXGY_Z,P2OVP;9_$*65XMZAQ@Z;_9J>Z!-R&3.G:IO>&I2YSA M[5./B$S^+@UAD,9IY+$@2/K&"?%HMWW*=AN3FZ?76E7?/.T!ZFR=,E$`Y/JF MZ1O>SI/E^TV,366CM+;SU"B32-/VMZ=LO_\EO\MWZZ_'XJZ M60JUEP!Y"TZ2.CA*F==6.,5C4S7%]+HR;%QIE`89K'V9.E&3:G MM-/=%"=K]%"+YNJX?+CILAF)#!QWN^)?^>;]AO?)XK80`-J7GQI85;[A<>ND M-A/_C'??35>BJ?WFR9O=*U&*UHE1'#LDHG%,/2>A'?;$@XE2>;=%`+8/'!BWSMPM!";ON#]X! MJ;YB904QA?\N+$`6U7T6LGY9%B?E@L?[C&'R_4[4=RFKIQ6&8>(XD2,BN!,$ M09K&?@^61CZ>*R[*([0<"'L@ZO509W+8])'/CJ\6$>H&T]YP8!MLF"B2J7>' M/V#HTB#!8JS2=8ET MW92R$47ZL2K"?+!AW)W]SFO'I+\AEL0LQ0F$8Q2+X[<@+@">6M!Z":A4M[I!<&V'$_[ MXZ>F9$-;"GO+X?V%/^H!;#C`^0\LM1T^V['E%+Y>1(SM>\_)A^_`AZ'_)!?[ MS^(#[65O3GN4.;9+_0'#K2EF[!]KFG'>+$'W.$5XS0@OQ"@(B<_2**21XZ8T M0+T1B9M&:IO4R\)N?2?\#Z.55[F>2"[-^?P/J)@&R;$HFJ9=.(]NYOM5$F$? M(QA$*,'0PY[OTU[>(QC39+4O]]EV!EV4P*:T[!C,D-:]S^)/P"[?MQDS:Y!U M@-^R!.:3B9R"`_^(,J9BODVA4G:#M!0QWNS^B=S4^RI;[U>(!FX4!M"G?A@S M!M/$C;@(^C3Q&?5=V;UDQ:?:6XZV0,"O/92I,P8^)^+"J-5D;"A=]::3; MJ)9%WI?KW^[++>>D;EL4F:Y/:MOEW_:46_?;RJ4A]I(8^S%+6.)X$&+6`_`I M=-16'.;:M;Y:.(7Z)]`-(K$YP]7LLU.3E2T$"=O/2Q+(<7!,Z\'Q:B?18,^[[R@TB:AF$,8PA=/OT)&:8] M'#>&2N7";6&P?&#XZ?#PD%7-F5%<[NIR6VQ$[B#0U0#BJ_H3^.#F"70&J$Y( M;'E(4OH6X!Q%9>P0BQ/@3EJ3P=\4!,HL"A*0E\/BES$<2>U^.! M;J)4D-(:",L:_ARW4(SNQ%]TLT$;F@RZ1_2*`F[/07(*O@C?J$FXEEOFEW!= MIB]HN'7G+43$[=M93CPJM"?B?4IU@85]XZ*VR[;QH=Z7#US?Q/9[N;O[4'S) M-RUD^O37O+RKLL?[8IUQ9^59W8R#(V+/H7[LPS3QX\!)&$Z">`@\A"&E"IPS MPK0]G3^9-G:VM7+3&P<&Z]K7P,0+"XV!0\8*/IT\-1(T5FI/]Z?O!ZHK@D5W M`?U%@TGOSQ^4[+E+:NDQ6Q]92&!;`A.O+F!F=HY$BL<787KS?QQ?OF%9)2HS MU33G2Z[\_8YCS^O]Y^R;R`/[6.7K]@_(@UB9_2L;LHT=H08)B@,40<0825$, M$Y(&/52&H=3R9TY\DZ^,GLVU>SL!H^\_)T3,Q;N?A#IFX.6?'[_X4[X'[W=K MWLD`V>^KXN:P;S22?]0F_OM;N<^WX@WMBB^LFP=()U2BV&(:>`[CI-&3A(EGH<])G>O7O_IEJ?;YDH^44O.G%.K8M MFM0;(']XW)9/.0]BZXQW.?[U^ZS.6U9K$0,%J^*UM&SW]*<:U.)=&2`J28/? M#UG%N_WV"=QD=5'S+U;EX>X>/&9/'-@6;(:"%J*D0@8>&Y?E_,^V(NAA]._] MXV^SH@)?LNTA%T\6O]EF/+;NJVPCSCPWV9/X9IZM[_M&1\3$5WQR-J*-]=_L M\6BT`:6IKBP="SXU/2\MJ_=U?1"%%_Z^X_2P^O%QE:8)CK!'7!:X:1HB+XYI MWQ9.J2L7#D8T8'L/MQUT0LMZ;.`@P!UC0CLNY4/"&#:O186)B%3<";W(X22\ MR4:'B?C3"Q"?N0KO#@\WG#BNO5TXJ-J2*)N&WN(YO4*V^V#2A8DAFCQ68M_M M881JO\[56>$V0.WLVFW"AM)@7].Y!B!:RS?)H>)QO*VFU`)A74=IOO2QZR8? M>0>L5S2!$-.4QBZ"-')IC`)_@!.G:J_F6<)@.PXTHZ?%#5K@72VJ=Z#%_@[T MZ$'[Y1X_:`S0"!76W29Y.K<`CRD&G+'.FN.R@3K#UZX>6/394H[";)MY[EJ" M=5JE]?R?>7%WO\\WY$M>97?YC[F8&ZQ\CX0I"H@'G<0G2>CCE(4^\6,7IZ[K M."IJK=>"92WN08$.%?BUQ26[JS^2/CG5M,^VOX)!#Y(JIR^?(#D$`3))51*G;)U;U74'*L:";?6129=(.7%__07XDIS( M$@`")-V#DYSX(:R]`*R]L?'8PWB#A`'M6$#(D"K='=34M,[/4+Y""`[AM?>$:\/$H M1"4.U-85$L'?%'V@$O%I(M]DJORO9FZ#&KQX8M%$ MIYS-U$[<&\;T=5[=()SXG;@[U#/"^PW7=KNNV.&4?J"T" M=/?%V=-ZDA0=/\9GBN?)PWYSEA7&!ZF,FZH?)F% MTB5*+"M%5GUA+_4C/XF2.$(8.GX48#=()?S2P);&<$0=1'#7802T@3=HGIVV M_+6)I8FO.3Q(73;+.^R[FPMV.B7(:^Y04()GX4$601U[$3TC62 M^+&[S.D=OQ5Y;G:H?+;0?(B:^7`(0W@^'(`"-T4I7$50D:IS894QCA3O-^[) MZ>"8Y4?\'J%9GE1O`#[R(ZYY539C":R;"@9L[5Z"QVQ;=0G/[0&Q[$LW[9T] M6J_QM_2.-9IM0/%(FXM\S:,+[,,VNQ4M#X[)4O:AS56_NKT+]E=>[C;U4V^W ME!\=X[]8L":W];\'W07\@_&CFCZD9R97\4'@"QV#A[D8<=%WFV3SRO0T"L,!*3<0,-&]?X!7.=97:SGR?#:]DIDRR6 MHAR;78VUY`YP@A8HP*=)'ZNBQRL4GLA.&NB'F20G35AVOL2&'O*$U3$MMI0) M<5-][>;Y0`<^9NN<7Z9O+C$OLE]+Y%H>B2(4,*=GV;[C^MCJ('B1)?4>I,YV M#9]/;:&"FQ8KV#!THQ\XDB#LQ&PU0?M,IJL1TPKSHU9RPG[.GVA9\<"I6>=V MKPLL(21)ZCN6CUP_12EQ8PCW[86^S.Q4;L3P5.P?!5G7L"2#%'7JQ$*245B3 M"T#VD-H'4B[ZAU5&UJ_7R#DA5H/YG(DR#;>CT#S0A)-=AT^4%+>;MJ[7\]+! M-G1M!X812GP2I8$5IEU#EAT%HNE@U<\WG@3NLXF@!P6R`[#J68)73#Z:*1A* MS^39@L$&%+I&BO"0Y^'V5UK=%ZO?I]G2=Q,KA2AV,-]F<2T26T'7ED-2*/8Z MPH`&#+M7C@P\U-"8A^T]AY2S'4;@N>3O2-S).=GI:1/-"8]$GUIJ6)'&FPI#`Q$R7EVR4?5XC[+%_2!;ZYMGS\_/&;K+9_A7^H]SNG8FXCVQT,>6,$EX2!VG1-:Y=:]IGN2$X MIJE26]Q*4W9N67O$S*/KV2%T3+Z0'02^T#$BQ-.&]QF37Q[`,ZN:Q^?YL;2E M8]O$]:W`1;X=(F2["._%&*:"X;'ZYQL/=??`P"&R/U[=3XM=OI*KU:',Z=DT MHDDRU7*(QUD4/TNJS)5P[G`$SA03AZ]P!QZR%3V\)[^E&_J4\<*0ZX?NUOR` M\YZO,'(\K3B0O+`!A:Z!)"S)A/ZHKFE5;2@?4\TQ*FPSO0\B.X5^`",; M):S%KA'7=@6/>*I]MG$IYJ!`V:.2/*VO1-2WP#X23>;^F^F$#Q.OFT^^);6S=^N\RR_X1]>C^P! MTGV$[:.R/:17)I?L0>`+'0-3,B']?5L\K4LV/M-B^Z7(\B;ET=[D6BU3+_'" M%'DA"1TGL2/+1^T16!0D,42==B_$#[H-;%%!T1<^C:;`I3CYK M;(1=L:3P&(PJUK/I6.1/ZW-H;8(7=.!&SM^>9NI$8E83Q3/)N.JRIC`R#H6# MS3IUV^R+UWMV5FI'3N1:L6NE%G0\V_*#KH&(M2B6'Y7]5,.YT1J.<+PD3\."O!T;H3P"_-'=HZKNLPK/3ZMBUW)8DHF9/2N MV*[_0X>LZG]C\6A8J,KTY"&A,O!BZ"!3.9OPKI.KMJWOBIU]EU M4=BE8SL)3)(XQ*Z7V`A!CWA!ZD6AZUD61$(E6J=%:#@J[8RJB\CW=8`:NYJG MBS_\J%_,.C3M`NR-X[^X-Z][^+C)?37%QF5KD4PT$L14>OZ#0$[V*L0`YN83(4;?$/E1)1(-24VP*$N+1Z7 MOF%Z;(!&-47N6*LW&4>6YZ9I"8&69&VF$BUKQ1F15B)%4J;;IMI2CSCV"8EP M%$'HDS2.7`NQIGS+BA%,0E?P60'USQ]3H/L9(%?C=1!],LILCKD!LCP%:2IZ M;(X\#>&Q.(DRZOO"Y+/2JT;0K'17T82CHCN$#HD'TWCF_YH-'=IL/:FE*IY):DFK@=I%8&2-6F5V?9'%.Q7EV\ZB5X MWJHE:XR8;BE1)'[H@6[8=^\^TIQNLPW*5VCUL,[79<4/7CQU1R[*-L@C5LK6 MU+8?!\B.;08C(H2#P#8.?>*D4H<9M+9L^I!"`_8"M'#KNS`O`7=+E%)VH6>H M*P1/$TS6"Y*G!/1V@)EM?QDN3VWG&^F3F6BG(>-^WWXW2*&PMK:;^G1U?,^_ M.\Z&D0^Q;84.CD+DL3\P<5CKT,(!B>U8Z"T6S4T:5M,>Y:OG>[JY+"FANA@7 MT\X)R)8331T\&U%*,>9.2*1FZF>BC;JM*HR.5^&]D_HAD2MZQXLN?*6_UC<% M7E?/!Z52FL--L1T&K@.AGQ#;PI#8VYXM;_]:=C/*S8PU[=K#@"5):W*&M:6KEA\_Z4M*;"F)?L> M&\.KILQ/U?QD?:-DZ83(Q7X:0&@%H15A&.*@18T3E(0RD?;$4`W[I^;&55,S MJP)9#6QX4<%1^U(LAG]#W2CG`H\7+SRX)W%H'&@P@\Z\.KMR8"!H+;P`K8WM M+UR`,W?*QZI\J+'/3JPZ9C)89K):F0L;YZLR3M=)DWB^[UM^<;)Z_LX$H6(_ MD;"??>11W=(EV`]LZ,,$.5:,`R]TPA8\P01&4SE`=<2&_>`7)H07H(-7RV*/ M[0VKWJM\CR1^P_O[OU`#-9!B4`IU==DDBOBMR-M8]N![C9[;B84])R$AP:$% M0X_XQ.K0)UXJ=3][)I!'61MLBOSN`_OMA[[$WLD:"K/NXO&7"B/U[BR6#'M; M#[__]I<.K_?A2%Y4PR#Z+W2C.E@QZ$>U=9KX8TS=*RI?:%;2,MU5NRW]NL[7 M#[N'[]ES78V$[&B[UEDFM@-=$D;8==/835WDH#!`:<3^\!P4227)-#=MV+'Q M0M^R#S-IYE;,$TU(JYQ'Z8&"!ND%:+""%BSHT`(&EWD*^JL"BY]T\\1^HLBK M^]&+,DD1>T+F#?703.3:E'6_/P-EDD3=\ODY7_PL_D6S;;GD+: MOGE1#8R)J@3+NF75#,'&A97#GKFT]LQJ$5?Y?GIS\JI@HK+`JM*I7V)3-BM: ML8^9W$=^!(,@MCS'(R2P>K%GPF]$8<6;-R^PH2F!E>!8L[Z:H=>TO'+4\U;7 MGE<=XBK?26]-6Q4L5)5653(-*.OZJ=/X*/##*+%"+PFM$+MV`GLD;N1([3`: M:-Z\LD;&E%6<8]W*:H1>X\K*;TG.6UD[7K4HJW0GO3EEE;=065D5R=2MK(M[ MNJ79+5.BI9=&)/11F(0V#%T?>R[N\Q,I\4WD625:-ZRK>R1FU%6&9ZWB:HAB MH]HJTAE3"NL>WW!=5>B?MR6K*@:JJ:HRE;I%=>D%B1V0B/A6BF`:!PR,V^^= M00]+5632U*:4@,J79EKP7P$/[7S><*S@L85G1E+/LZQ52+42;'#??YZ2.5PH MA?E_6_(H;I::*$K2)E.>^'9=U57O(L^.'.R&KAT2%L%ZQ//3T/*<*/20%\)( M[D$VB0^6F7%*KZ]]HU5;;6[\G)6Y>5YLL[S,;NIW$?-5_:]-\TKBZM^[LN)SD0VE MR]M%]FL962G#2L*0V('-P.*8K?U:M"Q*2>1FRT0@C<^\%GM[9_;F&51[O"#K M`9=U^4=>LJK*?H%W/VA.V:AXWQ=49=_XAWU1_\%U9]YLMO M0/,570%";^JWBX#+?I+/R?I/M_DM]G_.!6!@'^D-?^YH\WRBHNJLAI)@`#3_ M,209+]57*EY8]+(\,0N@VO'5&08.+*L[_<`VL#>.'ZJLAQLS<(H:F=I[Z51< M-NVPF(FKFIJ%8[4\I^X4+2X4/67K#3_ESV!?9QMZS1]";X[V_XG/<0(W3.S$ M)G'"G7SB.T&'#T'/T^ZR=5X"KEZ=!;6G*YD-H.R- M$/"7SH&_M'5X2XW.4N^@&>X>)QLMVAUB;\D'UN,?ZE&S-V;^'E"F(Q1]GI&^ M?@->SHS=$G[-(/%:/-EW_H7:R=8_];THJRVMUMOZW>FXD5A^S_L87!C849B2 M)+10XMEA&"2D<[QQB$-OF=,[_L;@<,=F$J60(88^,-^,=1:)!PE^-URV#ON5^^?&2K%P[^,B=TNWZJGQ4O MT79=KO,[LN/UL9KJW7ND<0JC-,((ITZ"&4`GCCJD01IH2J,:!#C)VG#58P<\ M,_"TKIX%,Z@?9N@_30Z?8:YS)N-&^RKQ8$QQP]JO\Y%U8!UHS0.-?:`Q<(9N M4[V7%#SF"$-BYLYR#`8$_>1HG:%E@=FW'1`[<1&T_1"1R$J\)(SLWCT[,90Z M5Z2C0<.'BMIWQGI]>'U"FN6:29G[FF MJMDDL9I0)$Q8]XXTVS7)_K79K;@"%]MZWZJJMNL?NXJG`A<%?_FIR"M&(OOT MN\]Y1=EHKY8I]HEM.SB.(^PRH0Y2U,NSC5PL&D;Z(P;6DV;A9: MW(T62`J[-(NA7N9=XV;>@R^7U]<`+197G^._%BC^DH#%)?AVR;[[;7%U^>7+ MYV\?F4M:)%?)]>):GU?2TY>#O=!X_6?6Z[PY'V/.IVCMTOG[$+WFBOL,`S3K M\!'+-$YQD@9>"H/8L;THMF.W:=*W$X1LF53,D'8,9V".K1G^D/%/_V)?`9\N M%\F7:X`OK[Y?7J'%Y\MO^F3\/-V#)5HKTR/)[_>,/]4Y'[554U)AYN>ODN*F MB"N@)#W"ZL9+3E3/7VEU7ZP^YT],1REM*SA'802QBYW820FR,,$!B8+8AW8$ M810E4N\##FC&<#ZD008::*#!UERC5"PY/X11,?T:B4PY^3K&(Z53E8U_G:(3 MZJ2!UYF(DPY+"NV#;K`T\7EY^3-GD_Q^_?B=LH&85]D=75IIY/B!SVLKH\0E MKN?;?@<@3-Q4[AB(OG:-G^YX3;PN0`\7[/$.%C)E_E5U;0SBA\N<"N,CJ=XK M!$J)X-!.F*TF#C;LK$3JH4Y8,:]O[NEJMZ&7MQ]WV39C"V-Z^6.SOJLO?)4+ M^JN*&2-_+V$<$OX6JI58OF^[./7#,(`Q21D$%_NQ3&2GJTW#85X'DZ^B6J#% M%AP@;4MI`XX8U)!E`S]M[(NIY13$RVFE7LZ-**8@B2?T4G)^K;+>B`>-)M&D9?:GAL3/[!9PQ%T6+.)ZT16ZA*A`P2Z MVC*LC!PDZ%&"/4QU1=3&\FDEG()@.06<,[>KXF;'/Z&><;/B^`4R8:[_9+0^ MI,Z^NMMD6[!:ES>;HN0/9C%WM.(=L^T[YF[?,3^>P6-;EO7$`Q^_.Z/:O]A. MZUT$23OB5733/;$WT6Y.86942L;97[/MW[3.O^]OH>X;)=`B06+9,?&@[_@V M\1PW\#SD1C:QB2M5[&]82X8]QQ[ZVV8.& M.'L@^V+1]7C$RWF4XYQ/'D>?I.M$]*R'YIG$S)J,*4R,1$&%6]=IB^4^>_&; MH,8X39R(?;AG81LYH4-&(/6UW)!K-\6L/& M)%A.O13).R%9);WYYUWQ]#^-S5RPW/;_N52Y!U)UAI4C(J6+QXGE29L9A=[A M)1ETO?X`R+YIAR#HXIBU["8V\B/7]_JF(SN6>KU>1WN&I>KT9&JG#2\HHI[79]4]'5=<4:^"M? M5ZB]N1\_?^1K7Y)5M!Z'2ROP4R\F$'MLH6NG<1)83I!Z4>#'46!!*):ZU-FB M817<0P4U5L#!@@XM3^C4>`$'W$Y6\62;5N;/I3.G(EU.#=\.WZ(ISJEX5TMT M'O!?UOSO./_OKJ[_>M^_Y\%[X:[NA17OA75_3RS?U2]T%+>`_7QY`9ZRS8Z" M1_8E_BD7H#X=W'Z5/]O!8SS^>X_U_?3942-&%2:'M;#+ MPEEY?TVK:D-75^6N;(^*!2YTB>5`R[%2'/HPC,*P:R9V4J$`7?6S#;LA#@JT MJ.K))7N`5)FS[MB8!P5=1:FX72(U9)5LS=GT*_U=+_A;WFS/\#&1;V\B*W)@%N/`_UQL$F$5_`^=OXE67\/+><#6O:R\%AY5Z M52RB_"&K=2QSG:B[!;H]`^=!OJS+:/ MDW1ATRJL7/01.1E5%_#3XJ%X"9OK!5\,[J"?UF?6SZIUI+D+*ZXLKAKQ5FA;[G3OB;+ MW;&;CU5[:-CD:EDGNR^[O/K\P':3=V+]L>IZ>+([:K.\;'ZC1&T6! MG21N'`0N]*)QW9;$H:5I;;00>L-:WMWW2^$`AF=(G$%9]6^COA1Z*?\K+Z#> M@>OUK[;:-Y=;5Z`_1WEF?'\!`S4?]/:?3Z>A?_3+*??^)YBV!=T[F&CRJ[_N MP]0M]7OW=8JD`06SJY]@.;6T[=:&Y'_/\H*F>*"MYG1\Q5K(!W(+QX7GP^(Y MS^H)XE^2+HV4-XM+[Q_V]5-17!?-8[DISE;,TR9^*O.OY9Y8\'/=]938,JO: M&X@3+T->F-IAB$BN:=FGE;7EI9R[6&:#8SC/&NP`O2'/JI7@U7@\FG,%1H.Z M`,Q?VIS/HY<2K54Z4RQS^H_P(V\^LTI_RB4HN&5WYY!A!D5/7\O^ MK/_A891.(_">>:387L24=C=4W81^8,<0IA$9ER0Q":(G/7L(-K(ROGQ!_[BF3P`, M@%DD^=!>BB0];.ZH8<`1E\+\LCX0B^?OD'[>Z+RL&V1WQCZ0G[)B$HVNP^UU M9[?&_OBU..^O*:.:S$+CA^G@>U[:^E8>=J?X>P6V)1F"Q(^61=I-T1SHM6A$ M^MOC_L`*6/\ZYOOREB4`[.:\ILB[8W!Y>WJ00E`6]M9D]#7G\\7#K$'3:O.O MC/E-8R_K"&^7$7XORKL=C?^/19/?%>GWHMF4;?%+0]*(&QAF28;C`#F6$Z4A M3L(4^QAAQ_9B-TQ#P[O-9K3$]*J_!P,8&O!7HBG;>K^G%V[2#?LM-9_W\K/W M0:BYW6HKG14S;W.;^.["^=EE8`3TE(#GD_//-0N-;[%;Z6R4_SKS;9@>>3\] M'IADY6_414!^`-]VY6;7?[(I6I)^D41K0[AI"O9'3.%:>FDP6:$67?^%LFV/ M[$EDVG???\@T/7U$K-EL/M#9W!V.JCM&NP()VPVX+;JKBQ\(HJ4^$YF?&'KW M&BXP81=/&=\56>J[&Q=S,7][6XK[ZV73OKXT;?S@A8EXW'?FT!1\TUUN=0]O M(FA[?A;:5H1<.W(RQ_6\`3%VH"?4$7W_S5#@X8A$=M]R(/(]"SO1`#P+8ELX8"Z*UG#1K=(<$L\)!GV\@./<^&F6,G=NHXHP5)P'6)P`IA&__JT>?^ M)UA+!DI%%R\0,>?S[FI"YP]?)TY&O_L8^J8[YPJF>N;4GS&J:F+&9'C5Z;QE MXNP0$Y+RL=P6U98!3UP;P32.($HP#"(O"--X`&[%:+DEJ!1:TQL%J^J8[\$` M"?QO6>QY#V>NAZ0EPJEQ;ZXFBHZ9USA+WGOLG/+=7"%3:=[\&2.E&B$F`Z0& M5W''Q4]UV\9U1?<9%-6F[*\LNDE]%(99D/J9DZ:A$Z,0)GX:8H1L.R+CBP0S MR2$,1R"*"CR#)=@<6)5!OM@Q`WEB@B_#FQ%EGF;F#3E5I'(E&JAJ1:UU?G'O M!/Y4Y]6G@J@?U<=]P=21*-N/5Z;U_2M=E&'?ATF46I#>V)&$,.X!(">-.7?M MZA[5N";EU15@@,$),<`T]9F\M5&T3ZUV+US:(+ND`T1U[;UQS[LM=$D?R&WA MI(BUNN+2!DE!BB8W,YJB>?&-A\8,JTW/4.[H]$O1W-;-/=W(^Z5H#_$^/[;% M.&P_JF?986JY098D:6@[81C!U$^Q[]E.8B'D\X4D+4,9CD-G&`$%"3J4IW=. M7/WT,'PIW,Q.KEB,62VOO*%D=G[EXL?UH7PX[ME!V.'TXWU9E??'>[`O'HL] M.P90CW?!/IRYI3L"0%;J_24EY!'T[&3_E%U](.SO662J&T#^).]+7/E=4W3' M,?\&ONR*MGCVU`-U]H:QU=+[G.FZGFWR[XX#T,X(M_1^VARTN[HYW.;[/>M9 MU]2WY>'\27\#].D]COI;531@E[>&(N/=-`__T,))'Z0Y-O#J"\[0\T MC(.UH*H/#$2A^/%CA59&4SB M),U[I0>S,B[MN`?2NZ3F#%]T-!LTS6#BQOROK8@J_'EN@$ M"0V/Y/>/C5+OD;>HFDP]M7"[>,JIQXI:ZX23J;^,Z2P]D7*31+X3NZYK6TZ$ MO""S+02'D:PDXKPJ2OKQ,]993C6`CU5Y*/.]R-%#%08%:BKFR).OHYQXFXDO MB5J).=XD6R00&$,GA/,RQ=W(9?U8-'TMA/[2Z0?[H>D>^%;N]^`K:QK9'%@W MJR/K7)6#]JDE&1^!M&$-J)J\W]#3T'-'W1:@_.&AJ?.-2N/'U_B]5%Z0<\;B M^JYNP509084,KHO"[_.R(K/BU2$MUP]0ADDPL5'@0+(HP'X_I&]%(6=177V< M191^A"VF71I8O23Z\Q(JIOXGUC3$`0U<\E_K/2>GLBT++W-[UK/F%!?&^K?2 MG=P7")J4=GVT+J[Q&DVI]<\ZP8+Q.,CGK_ORKLL!XF/3D#D2]]VGNZ[_;@81 M"3B9FT8."LBZPH7#^,CU82I2/M8VJ.%XT.,D2^8SH%=@P#A<7\3N1YBY*,I+ MX1LE4NU>6$G!5+]=M>'IRYVIC1/R?.3S(7L8-SY.81"C+')@@I,@R9"/_33. M(A>&4>ISO:T:AUO'>]JCY(MP+=\D<;P#HK_V MH2\(;#J09RM]UB*:_(2V#&D/9$E/_XC\&_W>O*65W+O!\+^TH#[9/IDHTK_+ M69?%^OA`QVS+^W*?-Z=?42G^\KI@,I/4[K_%$TK]%M7&)KN^4/4SH:4?'"$8 M9':,(B=V[1!Q^>\3E/GB.L(6"?`^O14A';EL&6(<2.1:VFR MM<4O0Z1K#V'5B/-/&L5.CI`+9!*.7'\LDS&*/YQ)4Z94,/DI_TZWK:;?'^KV MV!0W`;(#*T)VC.,D39P@0ZX[K/NR*')5:R6BXRT3S7J48(!Y!?Z'O,[MAFI` M(=I&0`OM;\>SI1C7$LUDR9ZM./6"0<&ZE"S_*RY)29O$48U2HXOGRICC9E.T M[>UQGU8D9&_81X7/MR,6/&ZTOTFL$&,_M@,GMI+(@I$=1\/8$'FN:\$689ON8Q^B#0/]8'\ M+=T"=4KK;X]T7R#H3P2VX*_'LR#T7^?9.;VTM#[NMW1O2E.PVSO87L/[_(_B MM5S^C30>Y+<'>KO1:4X49W."_,FPAW'B6ZC*&H#?W9F>R@+N;HD&!S>=#SL$=.W\`PS.`?-=J"-L"5;O)CP#-^* M86&G",9-`_XPT]1+F-4W%A4&7;22-89)"U_VT3)-)D^KFO*/XA]EM4V_;W:T M?1?^7K8W80#]R(.^@R/LN%$<(,L)O2BV<.9`S^9JB"7Y:,,J2C%]H*#`@`K\ MD^(2Z&PB1=BEI8)QKL3$;2F:N+N\F*9+\F20.&T7F[5,6#J9`RM1LGBVJX:^ MUC(OI#4SJ>FNPQLK=+(D\_TL<&#@6W:"?3R,D_H)U\EPZ8T4N\G;W=`;*W3\*,8N2E+H^1ZRW=AG""+;#C,?B4FN MMF%G$^,!,1@@`XH9G$`#BEJB?9]V1_"*^"(^D)7W]T._:%A8Q`WR6V.J(P5# M2S&L650+VGK?75G='>M\:.I-46Q;\(U8=,%;]*]HG[*R`CG84U__<>YKA2JW M*+EO!B7M'EI-N-)OV0^!S!!Y$FN'9CBQ5%:3`"+7LUW+PUE*MX_ZOFVE60?` MA5F"N/;`Z!]U_M7&B)B^E]H$5IL71-?&R8:#$@,B6@87 M8.-2"#%#A%AP,,T!KY2;X4).I/DXN22;HT63@BAN[^)2)P&YEG>OF#SU]2LW M\.+8"CPKBZPP3#,W@#%[>)1X/DG\!02*\XGS2)1HK5F($RZ9,D"'E%`994)( MK`PPHJ&^KE&[WJBCRQ"P#OT2!5VK^)Q;P_[^E!\.O^SSS=`%&P8XS;`;64EH M(0O!T/:S3B4=Y*&`ZS9.B<<:5C.&!S!`XJM,<8XN"9M1>L34;69F>(7.*$-R M:B?&U"6A>VG@I-I)L["XY,DCKY6G@)CX_;T^ML,(<1+&MH.<)(EQB%WHQJRK M4QI&:>#9'F>%5/BQLX@?`R3YB@MQQ"5^INB1$;_9F!$2/U,,J8@?+U-G5QLHZ=A(_%_T],_[4=VWT]9W='?85<8'(OMY^Z2(+KQF*V]L8.3 M"'F.%>(8VJ%C.?&PU]@.`Z[E\OY,S(VEBI5_U^"D8[(2#TU>S++B32^EEL)1X,8))D M.`HA&N`X,NBP`H"+\K\.`B"S+-BWX'),$IF M9U"T7BWPZ!EKUA252GE6A##^XK4AKN0+V'/2)%[)-D27>C6;DS;^DO;)T@ME M;0E*UE'=D48_4=Z6)H'G@K"\^8.-]*5NB%K7_3C8*$;>M8P MCA]CWNO!Y!YN6#I]^RZM-?7PLFD&Z'0CCR/9M%/A4 MQM/,MX?!8,)WF;?:"+/DHSTV,(*3S+=D6>3*3F<@4"9)79H[H91U!@Y5,E<9 M+KD2V&F[7\]C%7E:7(2U&%'KG#H2!8'3Y]*S9#JS(FB[@9?AU(N"`,8!B0%L M/(?\%W,FN8J#S%.6O M.4P1<*'ZH,39.H1;@QT3%0D-Q(C4)G[/VUU9W1WJ:MCL@B",'!(ZR MQ4N;WZY<2#.TN/QJ,.''^H4B'?PEC+;<=B>VV5>]?C#;#],8NG0@*\21A3#M M;M<-!E,D\BU-%I9#P7Q6X`?2<.49JD68B'06/H M1R*G4M1&FD.>AV6BWK6X*L5P@K"K$\UW?D:R]*&) MQ'6HOBYC:A/S3"P*_*-X^KUH#_T8:6BEJ0\SUX-.YJ9)1.++F/B'+A80?;$' MSY*"$TB`8I(4'4&JN,3;'$LR>?:\!`F)L#FB5))I`<*XU/69E:^+J1P9Z]!. M2>RUAMG`K8RXVN;__CE_R/L!H@!"QTH]SZ(5Z#BR?!@/`WA$??ED4?2IAC61 MP0$4C_CK+DS0)3$TR8V8$LY*"Z\$FJ1'3O^$:+JD?2_,FQ0^60H65SUIX+6J M]\7T[CI_S*LJ'_HJ6@C;7ACA+,F@%Q)G.7$PBBIT.-?_,D^>1?<&3)(ON2A9 M7/IGD"<9#9R9(B$M-$B5BAX*4,:EB<_-?%T7)>E8AS;*@J]US`BI7;A)43T6 MS9=B,S:AI9L44!+Z,$U\9%MNEJ)1D1/HB&_#%1YBIH]8W?['#AV@\-1VDXHS MR?D=RSR))BK,>*R4VYBJ0( MRO-U3F93O,^;(6&VD8/#T+5]Y&,[P"E,@O$#FA-`KDX*BD/,*L\,'6#PU.1% MG$D1>39*HHH\+\B?C#P;Y5&'/(OQ*2+/+TV_*,_27*U*GN6MF)1G15)XY3DK MVUW1W.=5^_LN;VZ'`QI>$H5I9EE9$&,O]#*2LH^[&T)7)'>6&V`6:1ZA_:4% M#)RDL$ARR"7+YNF3$>6%F1,29/,,JLBQ#)-<8CQI]NM2K,;2.H18T89:X[01 M$V&F]5'>?#VI?>S:M.491BYY*D9V'/G^,%!D"QU9DWCZ+/+;92`],$D!D6&. M2W<-DR8CNDOQ):2VAGE3D=IG_"FJZX]FOBZM"I2L0U=5#*AUS0ZYYF!./PK* M@BQQ8Q>F<6C1W0A$P,?2,PHY[W26>O0L6CJV;W(4NUYQ$\:EHB:YDI'0^6F2 M:@YF@BXMS<%X:!-J#N9<$D]92M:AG-+HIYN#R9$@I)FXVC[;Z6H/,FWAT`XM M/T4XL^,@"9WPM)\K@8&H@,J.,Z.:TENL7FS9ME5D0YI:?JF=@U5YW5T-H>*B M/`>QZ@HM23"_8K]"PP7Y5B5O15JN;,J$L.NAA[OU>596Y:'X5#X6VX]DLE5W MY==]@=NV.+31TT_Y_]5-O,_;OONZY8119"6I:_E!F,+,B\9R!R;A1Z3=N!#NH'AA6P`#+7<:AU0MO!XBE'2`6,/1R;Z1AN0"1$\IH MTATK:4QNQ+3:_&S6IZ0G`&=]T%W7PQE.$8KC*'92/\G2$4;@.$*71^@>>U%% MO7KV3JM<%J'=)JN!1HX:1=;D MU697MC1?_BFO\CMV[]`)2SNDS3B+<9@@E-IA&#AND+KCF=P0N9R]:W2-9EI7 M!YAL[7<_`@7E":GX$EL;U98GZ&)%^-RTZ>JO ME/&+*Z$D[%K-Y^*JUB?95N"R'1..G4`'.5D:IF,GWIADWH*ZQOG4&95-K`H@ M01"WNAG@1E[?C-,BK'$&Z%%7.>'2Q:LZ]VJ509Z"]6B=*/`?U4[*=`Z]NR[V MQ>9P732/Y:;H4T7R:**C=@P3G%B>ARPK2T9136+.)@@R3S:L>QTDT&,27U1* MD75)_TSS)*:!BU#$JX6FJ9+30V'*+FGBA)F3NJA"Q^+:J`2^UC$C^.NBQ_W^ M^1`^B@(49$Z0!"C,+-O)T-B+QD]LW@JH\'--USH)(/E77X*FB]5+HPP)UBGG M)H>[\FB4),D:HQA9%VN)+TV!7^>ORKBIORTU>'?#F M7\>R+=E]Y+C:#O>7MY_*JOAX*.[;&^Q'&,46]A"1X\"WW>BTD]87_"2O=6#3 MN>8)*S@'RXKN(USP3PH8,,2B7^+UNN%M*5[<`X)9K$[RC7Q]%R'RC4_O1ORQ MDN_N_T_>N34WCJ-G^*_@,JGR;'@^7`(@N-453]O5W9M0O3!.MO]*FW."L?NR$T?5=XGHDB>TX09'E(1OA M!.TW=B78%YQST:M!,V4'\8`_/J#F\D&Y`17-MH")SYINDK-L'FEU!0K:\)^N M6`)@W6<@?IF5WK(ZUQ0VIYCD4+PO(2X,QKP+K7[=*`BCZSC[*O:L!>I>X-RHO-MOQY^JVZ`NM= MQ4N5?_J95GFY[E[1#*S*I_N\:+7P7VNJK*BS55<]-X]9`[**!>!KG1B7Z1ID M-8LT/"39WC+VC^#G8[YZ9!_H'J7NNZ?LE?UHM=VM*2A9[5Y6X*ED?['[&SP9 M]E$>HBZW:]"4+&9>K7][SJKF%=SO7AF#_@'>Y,[J!G!/P8ZEQ1='\YMJ6@'L M=[.'AXH^<,H\OP%1QGH_K:P>21)Y_6/&O7!SGKB3/:IEGN&+][X62K-<%@V2 MO3H947?03<*0!,A*/,M'EA.GSKXEY,$XO'NAU7TIVJ]3&EJ&C, M:/>U;-CWS"(6>T?7-ZP]U#9__IGEQ759US?%\/$[$F'?BR.$O<3%$$,OA=8@ MQ[+$KB+2K4%SEXXK8J]VH9:LV@I$#+(FE(4<;P<)W769K$M6-N!8-=C+O@)< M./@W+OW?><$-O[HP?R=Z/()BW:5F")6UIUDN^S+(LIIN:%71-8]X4_`:XV;# MZA`FI'F]0S`,[8`$.$KCP/6"``?[+>)N1(1.B5,22#-U!VW=N\Q>8BZ/PW<0 M*,O;6:8*0G4I/R7).=U*/5PJ/B[HTZUB/\8KT9 M#CZ,)Q^Z@<)#Q//,/#=4K]_%25PRQ3[1`?3%;)PV/OZ-KG?ML#4?B>X&OW>4 M#PK7O:G=N/0G0\S31WG';#DYB*O$QXN/T:K)HE3Z<(G#NYWSH$<;]%@_]K!S M[Z&B[3_^GA?YT^[I!ZV>[K"#,`H]%*70M5C@)/3V=X58!`H=#*0EL.:&Z*`8 M'"2WG?[#KM6]:M#+!ERW.+PTE,79&N&RQ2!93_R*)2!N]K[N^#+41$T5V2=-/YVGGK#A&$YR\-S]=)2 M]LE50"8X)UJ?+.7@U#4\%!2C;H(Z?RBZU2A\,0[[_'W&_L2*@OJ1T@:L63=] M1FTP8L])[*NP\^)\5Y)$J?()DR9VUZ#@2Z3N["!Q+3NP"4&A12+']8*C6[&( M)0=JB3^\&)_[UA,7)0T7&:-$::S)HZD07LH>6>1JLFD::3_8-:R$Y/_T82WD M?*`>DA_EZ`2/C,'G%.T?J#G9`.'IPVN:U7R-R36M:TKY7.:VK'<5_4'_:A#+ MZ,\[-TYL$CB.31+L10[T_<1WP]A#F-@0AD+[Z=5%TXS53B!_ZCN)X*`1_,%5 M@E:F[&8G!2Z+32HN:[`VV^\T/K?9^4V*K'@S9`98>:/.3W16J MJ[#$\&E".G&?\\C]^&1#J@U.!+7>^$MS->LNADB6]DJ4VO#([3 M`8=\P)!0MQ/E**73-8A)U86J$A*J219_'(RK9)9WX-/ZYT*%(5PUP:>R:O+_ M[<._O__@SK:QZ\8!B:`=HR"*2(C],/7<%",;8R2U+V9F*-U5QI$ZAIIG6M2R M78"Y7HIQ?T$;Y1C^QD&&Y`]WL"R,WW&C1E"JR&%#L*@JFU++8SBY)?W[;LM( M^O2\+5]I=Q+JM[N\B&#&7HI#_-PD)#F(<1G:0$)Q@A[7BIS6,IT9;<)CC MC430:NR;0-('7,TW6;8)NX2_TUNDDZS5W*3\Q#&A%N)VHB%@[-FN#->F1]',LX\OVH1K+Q1X*8:O M96R4P]94![70ZE.#1B@UWU1#Z*0@D5+U\S:71O71D?B1!6.,/,]*/">PPC2R M(1QBLC:>T"EX2@(MSJ1ZTET5:DR=2"9=?LZ%D["5R_#IR"891$UQUU1*3P0NFGD MAY`$\^`U)_+R-+L";_6"7K#L8>N:2F(J\98JA-D(G.'_0E0'DYFCU'$1LF+(!_DLSX)VT,&<8(3G-@+%XUR@#3CC!/E9 MCD[EH1XSYS<`+W@8_(A)4ER3M]98BDU(Y2RSIMHSG5"W[6I_7!9-E=_OVC.. M[QS'@R'K%:>>E\9\ZC1Q+$;')$9AZJ-P7I-O2L#%F74%.IG@C?[#HQ0[#G3ID5G!EUP=G10>M6^I]W!&GNU ML^=)YYHO.UVZH.]R2)QIL^8YTW';A*9.%3EO"!?5Y_7I1*I2XX3YB';Y=LU/ MGB[6PY=?GIZK\J7;R-UWG%,WP!&TB.TER+%2BWB>VP='OH5]&3BJB:B9C(.R M]OT\EC=US$^1SV(<7-YB.0B^<7?_C:3-6E`HY-P(!]4Z;P@$%2=5ZGQ8I^R1 M?BRWZQ,A;;Y%T;((Q([GI#&Q0ML90H88BC9*YH30]PKN51GQVHUX-/*RJ7#6 MD%=,22JGMN4JL4?X=;K9;/(5W;=<^F`1=CW/L7#@A0A&#@Y8S/V[2^2VVTZ+ MH+FUD.ZJ(F_X9O=WS?EI;86)+HKA2+^!3Y[[5^&T&*<6-EGI0+&0O[IN M$SSCV@C,%%IN"-=49O3QOD"U9LVGW;]JNMEMK_,-O8L#SW9#8OD(0]N*K#CQ MK3XT\6/74X([B7B7Y-T5Z(0"KE05[V2\G@D\338K))Z@P\L2[V#;%.1-,-UT MYDU)211ZD^V:3SU2-_D3OQ9JT/!"ZSODV01!F(9A2CSD!8%/8"\B=5@#5`G_ M)D7^VY%PFO\SF:C=>J5TW*L]^/]RB8NFQ;V<@LQ996(Z/. MQ=KO->>G)3O09IU]B_@DP!"[,(Z"-'92R_$"J4-X3-&L&>)=FF"?)S].LLT4 MM*FV>#DD>W2>;PWN7_<7*7=W,+>WW/:]B@94GL:9TMI-@&$+UBYSO^D_YFSAL)?JT?VPM-ARYR#$&;_ MB[T(LK_+>E=NW,=Q'8*$-H5,_N.:ZT"NZCLE7]!O-MJR3QBJ0BFYY1ZTI M;^OR:]>L#E M@TX_Z!/@+QE/X?!V2;-+:V&=JPU,*2>Y*N-O542B=9`I136MHM)>9.?JJQGV MG:S4EBB.B]=\BR19+OF$"]>A[6W2M]ML19DJIX]BA<2/(+%]*_;CU+,\)_'Z M*"&++'04Y,0_K;G6:S6!5A3@JN0A.G,CT)ZEF67)S`\]272IX+XR9GKO?+E+";!-#U^/'FQ(.I&T+H#BD$#I(Z MF]0[NMRA6EZ_H''TO>T*KJ;E0B-2NTGS]*G-6/+"7^?WQ] MR`O[C:+Y4GPI7FC=\"W9JR9_:>]CNHO<-(@#`CWBVVGBN5;L)+W0B`2!??=" MJ_OR?*?J4OID^'J3HU>.X3ZD;ONXRZZ]AHFQ,?,EFQ=%KJME_0?6*B M!XU=L)#/=0-_A=*5JSV/A[W:<;$A*7"4%>!I@2XO\*,$/"7`4NN^."3'*D^P M3P\<\C._X$4[MK_"`S!Q"H\UE?9O=_M&U^T;7VY`Q9\1VCTC/Q_SU2/X22L* M'NEV#?)B>/.SFGVP;JI\Q8=.]Q!H/WI,BS%"@/6N:N<,'RF?0LS+]8RI04UE M=;)W?^GGXN(#!!T1QV2IKAERNC!6T/BJZHOG+T+$XV0QI'K,&9$*- MD$6;%%*^3VM)Z"E:\QL0FO(6;S?H-%[\!"KV'%?7>7:?;]LX7YFO.Z:N:.`] M$Y6MFCLK\FTWB0A*4Q+%/O;3*`I)S![E%"5.&(D>I#0_DKZZH14'CM1=@8,^ M\,>@G=08/YUDLQL#%W)7CWAM9_/Z\UDHI2S4=?_>Y72.4 M4^*R(613D\N'T_"4&21,L'_5]&8S'"=0W[%N6QSB(`HP]B,O23WL6$.4V$*V M#+,D_[1F2C$U'$][/0K0).N=&(PTVB:'G_>.&42@MQZ-,&>BF8909JKZ4LD3 M)4F2;_2%%COZC:[*AZ)=7=-.2MQL^KT%]5U(4(!#Y)#$]>+$8RTP1,(@L$GH M1V%"I!I$\Z-IYDTO$!PI5(`P6^#R/H@T`#,'76Q!%R MJ2L`0V"F,*%2U[,JV_T[-;%>OV^YV0Z&C+<>`ZYK)RBQHB`:>!O:))7J!RJ) MJ!E][Q9,J6AJ*7):L#NXN,F2_<)A9=%[HPUJH0EY.-995%H&AB!0<5+ONX\: M+)N)PK=SB)^)N[-A$D(8I3"./>+[*$".UVM*,$F3^814)$1[F_'MR@Y=W%15 M+'-P>H$244;9]^7T2[)8K`"D$:VX7(TFM^I$0.[52J5%$)0$U<_M(D`)FJ[%8C,V+ MNRO'X$Y>QU&OE1C)R`X#XB"5-;ZJ+$&6$T(^^@#!RD*8#?'&/% MD+>0IW*@.VFG06S[W+01HBEPVA".JOUQ.)JR M9A!MO]UV6YO?CQE821ABVR$)(A&RH1_X%AD$V7X4RB!-GPK-Q.N%@T&Y`MAI M+!$Q%II1&'*H_%`.QZK;IN*Q;G,0.MGK$<+J+S]#`+Q`HN72KX8LOO."'V%Q M76:M@O9B\/I;NXN(UR)]W0&)'R#+8_4&CC!BL=UHF-PG$8QC*50KB:@;RZU( MOOGIH$Q%0U21W8(<7MQI2>9V^JY`J["%;*?QR'2#6JM"=HYA56EQF()0M4F] MQZ4&RR1.P7MA7?ZR>GV/8H20XT5Q&-B19_L8$Y>D^Y9T(C<0.3G(`H./7)>: M_O=T*\5(MXB+7PX"DR),?-OH'P?/W!"WX&^ M2^(@@BB-W-`=QB93-PC47+XK&U0SK0:=[Z_"G@TN=:Z+@>PBALN![WK.\HH'O*F&XQ=O-GQO+;_4<@WKFGY< MP^1%%L1AG,1>&B1>;&'''>:V4^AZ?4)723%WE# M^Y]\*1KV.[FB[K">(K)8ZU1G65F M")SUYOB^%:O?4&%HHUV=%[2NJS"'BYYZ-<$^! MT8;0344FI?*G4))4_]QE%6O84EI_*=;TJ<@W^2H;)G'^.ZOX#X>)]_9`*R\A MV`YLQDG?CNW4MY$UR(@M2^HX&]6Q-3/M(%N4R3[PL9\MR_3/?;EG00[^S:Y,./^I! M[R5>$CN.&RC@JSJG!9DZD5,EJ3IX"\G MYT'EOI<]_-R@_K:PK6,,55XTIM!3?6+ON:G).A7$_/C]NA_::[OZO2X'.2$D M5AIXF(0H]5"$O4&7X]A0$4C5B-$^!SZ(`CH&/_67U6P4+U],:@E]\I_6;T:T M?PUX"Q7$-*:K+6/S4:\X7_$:0(?1DE=Z_LC^>C^8FZ:6ZZ&0^+;MA*Z3(,<- MAGAQDA+Y^S0R9,T6JFJ5Z*KF9:P$;9U4R#@P;Q\C.?1IW0#E." M?)^/YO;!?8REIN351-2][IR)!*U*%8O-U7@L!JWE[94CV)&SY0;L)8(CC0:A M3MM53Y4V1._%"4EGI,XV$$0 M$M\/;,\.`Q\AZ)/$CIUYQUS*1M.,P?:R>_#/7VSH7;DN&6-GG5WJ[-%X_RRVF>NP\A6K#N\N$DHA!9K@\)Q':$0A\BGPQ3 M3D&<(BRUS%V?#-T+WSM1[?A7=Z')6_'M&NWNAJ=>/Q@24+$Z7F/QB4'6D)*3 MH^^,0C.HB3K=^K$5]_K+TQ":+Y'I^U7Y2YDK<=/-TU/>G:S4GKA4\)L`:;': MGUIR&(=($/%Q1+"%D(>#$+K$'2;,@@#*'?.N,*QFOA\I[<\K.]*JY!X<=04@ M1NP+>2]'Z%';#6*PN)DCS-50(H8P5D=F'V[7T62>,$._TP<>_AOEO606O`O[ M8:-59#%2NT'B^]@-(]]%MC\$3QP_D,&GFHB:R=F+!'N5TUY;G9:+`7-YM^58 MJRO MX&V2JJ2']\N\@029DREWDHJ=.365FE+1$FSS1!8]))7$_?4'X$V2+4L`"(!T MO\4.3:R]-KD6"&P`&_+/)1[4^8X\M[2D=?^:_I3!X>Q;/[8]@BEU`M]$+@P- MNN=Q!\VV#:ZU1CKP*-91NMO*IEX_@H]5M:5+#`>LX#`@\![`5?%0'UYS69/^ M4U:N*DZ)U9))-@&>6Q+YY)F@/Y&SIG/;1@#RS>&%P_F;DYT)+H'Y$^*N,Z\S MD7ZM(1?3O4:,MG&W@)??R+-G&\[>(;]/O2HVK92TDT2A'WHH#4/7L[M&(ROQ MF/8IE=.28JDG$`'%^-YP#@_#%NXP2R+XM$[KYY9/@6=+ZZI8-G/;S&=%[ M@(N99I17RW51;^$]EU>R-*;J^(A M7P+'<-_^%_A\O= MY=X4)?CG7;Z\:\!<%36Y%-Y31#W`72L@)]?GOTF7*JN;_QJZU0!E-09O,D"4 MO\*;:EOU?YW"RP@D][B\I9./+IM6Y,M.#<,1O MY3Y`$SNIY&`*%>\8M_NY3[:E_3.KJ7T\;=]W?#MTH6<::0(C/R1(^H\V%'H. MT[Z'TAO5YHDN>+9'=`=9BI++R@&K5TY`OZAMOA+F>>UT@@Q,[*PG$MG9;&`; MQ&:_9.0_Z_^H]K]'J6W2-N+M_99ND?T3[^_(#N#J7]OVC!:P?2`_(USN'9%, M\,6XK#/RB7NYO:[R59XU.YN2>WXHB^U#8Y[=IE>_\OJ.7)<-6!,"@)@XN99< ME&WVS@D"QZZ;R)/9GJ:3]BSY@9R-4\N.ZYEI*R&.W;]-?]YIL!-D14'H MFEYL00^ZH>4-C4+79UK0*:G+G8H9Q@GGJ@1(J8C<\Q@OUGNMBMV[@DO\%[RS;V=N?V MG,:/D2A%?10'/(3CQVJ:%^/23KOC>"9'NS61.W@2Q!Y)5EBL]2I M$R1DM*\^-WRV/'6.Q,Q:;:[8[$R`N1,FIS(/,[$^I2$6^AYK_I,CJ@>\I$,F ML.M*?KXY-1O;S[:ZOF4:88((!(]\L::.W1\YYB$K5C7YRGH^MFBDJ6ND@9M`:$0FA-`,^FTZ$C=& M7$4J*MK7]ET3@GYQS ML#FNKN@!H7L+#GPCCBS3L5,C&AC];Y(,"+K>ZR&?T]\F28*8JSUGN2DHX%=C)>R4ETDG M?2X.)C^PI[ZEB#H.MW+/C@E^*,CG9DPI*S=/4)F^&SF^"Q/3B$,SA4GB^STJ M)_2YRB\50]'F:R[3Z/O[)A30Q2)#Z:/UT9GDT9%WCHB MRQ(\=PR[)XU82]IFX\YZHGUFV1I)9O#QS^5MMLG_:L`T;2T,9-@P"1T4>*F= MQC!VX]`U0N@@(W4I7..IY8@/OO2S0VKG:CE2,P; M^+@Z)^G/(CRJS^(\3"ZV(Z`7XQ\#]L^9-?GU' MN7NMEB?!Z15.OL[V;S/*L[%Y*(X!GLAX6%@E,45SA?M$K#H\:)HC\N$ MO_-J8?B!94#;),H;6)9O)\UD2">_B&UJ7OCFBN6Q6_-V_0AZ5.`[Q<6J`.*D MG59)+7SQ*:4`522 M'AP.M>COW^F18:>&9SMV;%M^ZCN^@1*C;\&.+6:=X+RM8H78/>Q\?0,1@LYK M@D)N^-2`@Q8)*G`8]@OOOR`W,WCS19$7HQ\,QK>]J2,L'Q??+A=ND":Q91ND MJV$'R#>-R#3[.[LF8BI$X+B=XK?[&SV^<-6.XE;@^Y_X_AJ7K*\X#RNG7VU% MA/"]TM\^?;Q*$+B\@E?)Y:C7N0N'OM)V_\/[=@N%X;7>A7SD=1;@8^+76`1Q M(9Q\H0'?BWR#/];XOEH$7N*AP+.#(+`3)PGIDOZ^F=`V#/Y!7_9[:QWXI;!` M@TMLA).#,IX18#5LC1D%UDB4R'"P&L($IPOWN&HF"M6-$0]AGQTGYB=H\F&1 MD?"/CA>+TL"@I)^VM&OP^>8?18W75;NI`%Y]+M,RVRSO\@JO%D2TC<1&@1.' M#C0B/W12-+09N(Q;E4AH2+'&M@CI//A=@Q$4'4BZ=<+-`!.\V3RY\"VSMLA@ M^YPB:R::3YX9.=9***MR:R963,:O[C!X^GR^]"!GPQX?UQFYR1*#Z@[C&JS( MM2-V]3C/TU'=ETCOY"8@,Y9"P?/';0]?B^+^>).1"V/2O??#,/!]&-FA90U] M^S1UF?;EE]&.-G,H*40&;VBNX[>&$4RS.H,>DD6-X12_.MGDM04]K,IPA9-/ ML&)3>)&EDYXPGMO96(*$4)XY@BQZV`]TZ1J.FS&>G!X0T.R=W4[1=$BJA1][ MJ9_8`40>#$+71TX*^];-,&0:D)'?\*__+A+G[5S?5P-E?$HU*5NL?5L-K(EU:,78.]=)/1[NT9[I2&8F M[XZ.Q5](>D28!165>?4C7Z^[^UOD+K:?Q&'L6U;@VI81N/W](Y_M.$#NFRH6 M4/J5UB/BUP)>@LXIID)N^)12'R6LLJB0&L%-JMDI.J>!A[$=U3[!\"?7/%'< MQM>18RH!4G?FH:*7(L%[FH;\V,XY1- M\48UH5C_6C_OP($=.OX7?QR1YY11&X=\.CD7^EA55!N-8IHZ@LYS&GLJ\J.* M*X6JR?573A2%U.>'?7'=ZB<=#8^*X@=IZ"-YFC:W^?4:=^W%3N"E0122KBWI M[<8V,M/!"]S08#W/95PCBO6Y0P&"'C[O&=#R?YT1:(Y5\,OTRB_I)9%ZS MIX],P?5[8T@]NYCO9/1'!5L289-+MJPX"LE/$K-L]_L@PN7_;_.J.78N+JJZ MZFW""]/(3P+?A&'D!HZ7[+KP3NPPCL>.;$2Q;/?HP!X\T.#C%YRQ=)Y3;8U, M\JGVG$AD56V-9(JI]BA2SZGVZ>B/JK8DPB97;5EQ%)*?),XJ@PN<5;AJVBSQ MZN/FRSI;#D:1V*GCF"X]9-EQXLBUK;1O,K8#I@.C9+2C6+L;:*#$ZZ92)Q?O M<$OA]+1ZZZ:33\!;5.]`C^M]OGG?(!.0&BGU`"=H.E$$((/-`5[6^&%/*A/RK_J1]'4Q>3[KCYL.'OZ"R:.ZH1N> M+LS(<&(Z1F':CFT97A#$48_-#YUX\1.7UP6KH&F!Q/.J[J-G?F/[*/9[!^\` M#>3P-VTLH`L&-\<_]_&\`[N(.)523U[9)'5V">73WB&3>_C/9U(@D4J$6@;Y M)Q1=:VYG(OUZ8RXF?)EX#X7+'IO=,Z^*KLT>+*X^E$55+9PT"6`2(=-`H>N9 M$!H(#G45-O06&WQ+^XI7'&?`C6V323C"5CB>P>,H^6EA@KKH50'LD+X##5;> M`]]&T\VFWWHH%JQ#&T6KFE/:SM!U0DVE,3T3I907S]/3U>02)4/A/N'Z\TV< M57=]_WWA>$'LVM"R3&0FH9NZD!:3M1@,)T*]VHT6.OZF!42/<[9MYT?D-=R0 M?BU=)T`@@JS#*$_L!)@?+7R**%O>%G<;O*_\.KCB@#+;W*Z50KCW"%_7"]\R;,?R'-.&#DQ1E"8P'@9'?,]F&X"8$*#RX0B* MYCV%`R@>YLF>Z3)V;J[M5:1*QD##+BJP'Q9HXQH$'9#(P%YHH(OM'7AUJ6>= M(7P5CX!@1<@]7?%%77M%`($WRVU9TC/$:)(WQ$_:']_NK7?.]B8A1ZYV5L7K MT5G+R9,X^7SG]`P4LWFC)NE*4(1?2GR?;^\7CA4BWPI#(XX3:%@^ZR"G\I\R6&ZW5W<,2'HEC] MRM?KY/<#7M+"@^PWPJOMLJ95M.T8T2*R'0,%MFDZ+OW$AA%"72U'%$5&&HO8 MBQYDB@VFATADJ0,)"$JP@PE:G((FHRE[?#8SO\0)&LV!K8S/I%(_D4(Z@Z/H M3>[,/$5S\"^XRA0I8/:5_J,IS>D!.A?Y3UI#WJ^Y:+^K_HGSVSN""O[$97:+ MOU7X9KN^R&_P(DE"E$`K,:'M>I[OQYX#>TPI@@F/C2@%HM@UAG&0%OS[-46_ MOR*WQ?\.]!&`+@30Q@!H$)R6HC9Q;`XRFYSQ&8;B="GQC3%4G[`)+1FVLSSL"Q2[38:N:T?:"X@+#%'\#C";_ZP(:"[8OK1-_59YANGF]%3-Q.?G3E)Y\?^YH16UQ14 MFN7E_V3K+387?F2EGHW"V+61YYI&!%'88T.1PW6&@19`VB>=*#;0@-,VV<23 M']6S3(I2,\'T$DLB9S:MM"-?R7R20&[G:SL*8Y8V@R1,N.ZZA`NZ1,ZRG<`/ M',OP[<`.XB0V':N'"&T+35"7P(1KXKJ$"_Z%NEJSIK4N07K")J]+.)W>F1G( MLURHKTO@ROBKMY,1H:NI2Q"@G]E1Q,Z$ZT;'T4(0565F)CJI++Q"SP/.J:H(W^"R;,J1VF'KO1'O3[A> MI%:4&"EIB30(46B[?NCUS7JFP;4C[=BV%'_@]_":&L)^LHS@TORFGF'IQ)LI MB]^9O(G2PBG4/(:<;]K'^X MJ9E8WBRI45A8)C=]TQ>*+V(_-<+8-7W7=Z(TM7S+&DH=;-L>6V.F":7B3Q^V MPMNY94Z_8:I+VBSL\;!&^Q5;X4&>IJBR9GXV_H8V)TB$KFIISM0P6UARC,\$RL1&O(Q70OE`)[H(CH^IT+DL/U3XLGU!&(@&0\![^D\ZK^_[XSMZ=Z"V<(TWY"N6MRI.;8KD68*6[*CR@C:% MS2<(A;]W/3T,9+X>\!+I(\5_="Y?D>J/CU5`[B41+%7GTZ+$^>WFX`J4DS^D M7REYMEYX<1K;<>Q`&QIF#,THMJ,>&_1BKAT,M`!2K/L=OD8VFD\!*O*X":PB MO"!^0*/C'=+2DT)Y?J`U>ZI\H4_QT^OV`YFS/YQ+ MPDB?D);C5^07\F(6\`W)A$OU#_++N"`H-K>8_))X&3+=`'I!D-`B,N&YMBR6ZATK7./WML(.O!J=!OJ7F3)^U3I4R5ZN_R>F0E`QB" M`D-4<_8%CN2,M`P5C\$KK/ZUK>IFP6M=/$/9 MO4D+V_60&Q)SC`T319X3>9[;0:.'YC(=ZJ(3CV*OV0-)!XA6O3#1422N#2VU MYNBTQ\PU/:*^DI_QE2.B1T.^ON&-A5-X"R MQ.`:U[\PWH`2/Q1ENSA\J.K`W9Z@;[IYO+?-P"]^^JPTJ.]%JF>`8G/XIN@I"+Z5YY14.2!%)>5XO`AK9G M>4806:'IV(F+[+A'X2>NT>_'BJA>&XX:AZ2,3!H%I)6EJQ'UE0V`0BY`] MZB@9GN*/P6ZWQ6N*K>DL]N`4Z++LQ,G3[@ESIDK?#T+JSQ5X!YJHWK?IWH\+ MT,#F[`1\*1KI%HJ>AU?D**H8$'`=I5;L15&:T#.N M8Y3V6!+?L65[#S<`Q>[2X%'@)/Q$R_,*I1RKL.]9RE_BG#(\5<.&&O M2*[%8Q00Y)&$CI3DI<=(Y%;049F8M6Z.BXQ) M+260)V4'P]WN)WDY)[:&U;X88A@//WTK#9)XQ-FU?G2 MOH_B.:Y/Z+>6%,Y$T?7$RK$-HV2"F57_SZS\@9O)]4N\W);-[AX+STN#(#*C M%!F1@Q(SM"W7=RW729S8]?@&NH4:4+VL@7:0P?V`#%0#-$[I%:./35*5,\DV#%IXKN/YENN:T#1]'\5! MX**^2AD/97%;9O<5_3(GGM!4=-$BJJA;?,M,95-.INJ3<@W MG]#M4WV`M+&.'5;PG:(%#=S_TZQ_?&2>D$1%69F)2JJ*[M_<76EOW,AV_2L% M!`A>`+T7KD42^53KC/$TL6$["8)!T*#4M,1,BW1ZL:W\^A17M:5>:B4YP6`P MML;F/?=<\M2]M[9ZDE=;>KO.K\_Y?O^Q:#B^+Y/3,JFGB0DF5W(#?K&`[(+6V8)[@ MR>GVDN*FIN(J(>MWI_WEMCV4325V3H3=D/0+,C]5.!"N*\=TND;M)=HNYR]F;.] MD&_6CB]OY)^@>T=Z`%[PSMB*5 M&9402?O169AR.G#PC)RZHE)^Y\%AMQY;&(SB:VE5@/0@+$4H'CKW>2^"(.HEM!/U>A7K[ M_FY3/G1GIY!\NVW.K6]N'2F.C..4!R'Q4H9I%OL^2Q@6_Q**2GE1+3 M)/()P3`)HS@C-/&\02EQ&G*EHZ8LFW:?++Q=^FBVC,F8;*TU3%/R;+B`J5^. MVBUD6L8B4S4RY57URS9)=%HQJR]IZ"];0-MM\UEJNT!#9>; MS1!2`21K;E#%##>_8=D(CT.E:[*GPC1AB=;L(OQ6N)EGZ+.C.SK':Z# M'AZV[:9)<-_W^T'>+JZ_`?ENN!7ZKM^3L6L6UX.U^-,WS?_JC@M]V3&Y.8I@ M)2*X>XG@>G`9?"_WCV75/O;,WV_/+_U2UWOQC,+@#F:U6)R<2G(4SMEGDUSY M53O^#A3+GP[%R8*+!00G7AA&.$R3U$_\#(X#I\\A5-GP9F!&::A2W]GV_OP7 MIEB:F%`I5VU,Q*+6(+6(!L]Y@B[D]Q9874C*;L.3VOHKI[V#;+B/X?C\2^RA MU(<,1U&`B1?"F'47,T"1W,-8;W>8NAW'Z?/Q-J(!G,W=71K$R@G45)RJ*90Q MG8XW7+WAZH)8V6!X(6IEQ96SFZ!,Z9%H!`S&ZCB?'AL=B7GWXIM_E"` MPZ[XAN^CD;P`@\-2^$/?M"U'NP'W]]+7M5ISZ"P)KOA=( M*G!7@(=M??@J_N"^?BC:6N&NN,^%S<:A9Y`+YW;E4RG\O0%%V?V!9U#E^];M M;?.GRFV#$0P]D?%ZQI$5@26OG@T:(3HORLEVB-,W;O:FB%OOZDD^6\5RA+<7 MQ=TV%\6]!H.>FBN&_K=]%_L;[E]AXD'L9TU%Q%"6^=B'F9?U*03E:3`)MP M3.@5Y_:TXMR`SB5'(\6TT59KI"TNT/I5YE0Q=MJLLQ$/B>[>I&%?R.@SC^]G M^H;UVLARYG7JUI?Z?U*\BORR3H)1D+D!?&?D0\BB+L!0,H\5NI M*91ID$Q9D_1.O$P/-*?G_+70:O<0C]*`X_3S(.,X`]O<.[_:@PPB.0(+?!YCR.FR+7EFIG8%F/37MZ<[/TZVO MD7(DG)1!R_S-KG2V_:D=O6@:A46'(#^#X)5N1CZ*(C_U<,S##$:,A=@?<'"& MI2Y5=V;<F1>2>R=Q&7V$ M&G]90X@]&@8X2'R?^*$8A:,4#G:SA"*5R1QC8Q,VR/IOU::XVN-<;DIE4KJU MJB1#=IU,?%QC[<)DAC7"%S)!8<^?VM&;J=B?>&/QT^'I*=\VEP7QLA*Y:YEO MWE5BV'[*QXOHC]9;>3SBW,.,1@&&(?$R/WJ1X#212_ZG0.):)T>L8`0+CM`J MMC4<1T6NI;2<@-A2TFM1,JD2)@F<6K-J.0'4JQ^.PO5E#%=Y%*ZFFL@W&W"H MA'SOZDVY;F]:^B8L'<1SF\7"WQ_+^T?PO0"/S6'D>25^-A;G[0+E<@?R^_MF M571C1CRPN>6P77$,BNY%>FII-%A8;"$:%UIJTT1Y]FID4F?K.3XDY4.K[O9T MG#$[FLB(O(`B414E)(4H06F/?%-_/YJ*(#'V/2])"62A1[S(XQSA#";4"QD)94\V,++AL-$\P&IZ(`TP MT"*3FK-TLP[Q`D^7UA7:H'*>.)G M""6$96&8B!0A3)+14("5EHJK/WV*@7M`U';\-<9N1;[D1VUW5&F,UY(L.1NE M?R+CROBL1]Q"M,3`@1-CL@D5$DT[4E>M'GTL1)%[*'!=K8\TRNU M3L3E1$[0G:K;#[>\-,GDAT23MF@"[YTM->6>D2NLH42>4Z:FL M%G5*9W4.SIX45C-:9E=40_BG#]C4I$%'0VG]E)?5*H-AE"4I2[TT]#*"$X:S MP5`F?J6IHI)/GT5'.VP&\B!+G;*6.F#-AII.1IBVHCH@3G-!8<]5.T\WCU$9](F9710/HM?E[H*&$N#<1ADD:,A:R*,`^2A,OPMY@(HX1 M4U5"V>=.IX38Y&.7IDE>"5TPI*V$TY"CKH0N2#)60AFRY)402RFA*A$+4D)E MZ">44,]]Z9G4)OO<]]GG9_%7VT(_0,VRZ8S[$)UIQM;%EB?/Q&:>B0CG*6(9!R%%*-HM$43RRV].$:1I-EK M2!L^7%P8HT6(A`+_\NNGO$+5OJ[*^MA0&,_Z M3W>LO;_\"@0NT`/3%1!MZJ[)[A2LJ6GNS(3)RNT4Q.EIK2:!UY3VC,,G9=:4 MG-DUUMB!VM9[HE%3#S/&*YS&:>:'E,<1S[)FFR0:%^7$8:*T\4'IP9/6SQH% MLSQ#\F6R$W),BN,9JN&!@RLUL#)5"ZI\U;&?J'B MV.T_YONBW9&U_E"(%TB,*P]%\[./XATJ?BNK\NGPM`J$V0"F&$>$!B'STRP8 M>WT\Y$IW*SF$X5AANOU"(_0;,(`'']L[Z#O\X,6!]N>@=>$&]$[H;,1R%#0Y M&5M(O-1$SW&HW.T&TR+Z@K).$+V%Z/`4GI[:B#8%N9H:_V]5WEV<4:R;/>S- MX2MB<&GF@6'L4<[B(,-1XH_3PF'F2]75]JQ-K=A'&,$`TDB1M2C6$5[7[!KJ MJQJQ$^CG";ZD9=*$ZT6JH9%#%T7/G"JG^6O^HU5;'(4093QC..:$XM1G$(U= M2QP0U_FK)(QEYZ^=$Q/DK[)!_.HC7I/GKM5`M)G_M@%K.7Q6CMTC%=N.I MA?Q5BUR)>:#C&?_B1W_1^N%E=%GWHTN]_;HMGDH!@6">)GZ6,AK$)$LCSTM0 M$@5IZE/DBV%';H;(OMV)UPF-H,$1:C#`;FYU[X%+3Y,X",6U&:=YHV#24/V3 M!$!V!FO>0.C-;3D(R+5Y+V6:3LZ(N2-[]KDRAZ[5[M]5Z5&+]B\LJM:LVI?[ MYZ/C2<>C1`A/H@23."9I0#P:TPRF:>1GD"8PBWQ^51VM6'&8K/;PVNM%.H`_ MG_:L?H"0'5YE16]R?O5TS@;/UX1-AHJ36F:5P]GERZXWM9,735*DUD4YVGU] M>/**A9Z?4H8H91`RPB@*_<$6#*'4Q)Z1`=7OZO*P8F?%W6=HGHTY3 MT)58N]!4V!7W?WNHO_VS\+?K)XA?O&XC7.+BA.)8H6YFG;'C0VWQ73+3E-NR M*MH+Q%9AD*0HC=(LA3P+*/&XEPWVTH1*U>;&1F;1EMN76]3,!$:!3"V1<<.C M#:&1HM"-VHRDR"N..H_+5!T-/RXKCRXQ4NK3I4\?BX>RR9JJ_;_F3\4J3;R8 M>RCEC*4A$;_R(1WL,(*D54?KX8[5IL_W7T"!!I6"Q.@Q=EU:G).E)BFJ/%G0 MD5,,G-$/([(6H!MF^&M+;XVR3I"BV="R>5>MBQ]_+YY72<8RG`20!U&`X[#9 M53@:@AF)U81"]>G3*$6/"K2P@,"EK!7*K,F*A4O"M-1"@2MK>O&*A(N"H4O8 M8A1#VX$WDF%&A91FD,-V*ZSP?;_ZSR+>L6M-\7ZR"*,6$>6&:4N[[$/M! MZ*61L(DXARB6SB^T#3A6CAX7Z("!!AD0T$"#34$]]/F[+B"34*>F(7JL6="1 MA`R=: M'294*&G&BT!Q\9/=BG@XC+!X+.6$!MD6DH MAS)W\MKADC9-]5!@S*)^O"+BBH+HTK8@#=%VX82*F-&AT`/AY:;8$B%5#_7V M>15[7IK%<>(3DA&:^9F'O,$,041J%[CNLZ?I?[28P`!*N?FA2)=LZ\,=4UJ- M#UF2K'4]?O+_8L]#CZD%J(01_#?]#A,:E+*,YI@U\7P41'&24@Q#"L.8ILDX M3XQB*G6IM?)#I\HG&C`:*80<,?)Y@W5.-).%RW18S`\:0U>2`B5.%O"-Z^$^ M,?QK.*Y1.W2E2I=@P"`BF/H!9!A%/H%>$(X)!H=,ZB15,PL3UP]]26U602@Q MJ%I#N"+/K(J0X\UZ'7%$AE0EH4/>@A3$P(FSU80^)5+:@H2E=6MMDS^LA..$ M^3X+0LJ#E+$LA&2+0OX[C6!UZ9OA,+W_7F;-SMI/CT_W=6;%??")BGQ*:$!1]BG$(^+ MMSA&TB6!VE,=?]\]&-"A4?B^%;FY_GV[HT7M^Y9EQ,+W_9/+9[YO/5H6\'UK M`J]-WPCU-5'UTU-=?=K7]W]\>LS%F_'^L-_M\ZJQO0I]/X)Q1F%$,0T""CT^ M9@T!H5(7NE@R-=%JJ18B:#'>@`XE.(*IOGC*B%[9=N)DS&IU%_5)M;?*Z@)! MEY=<7!1271 MY6LQ"J+MP!OE,*-"I>+JUIM^++XV!Y2("F^?[P^[%8:1AQ'B/(H@XX$709(, M]L*(2%TT96QDHBJK7RH]H@,=//7J2I-*Z;K*/8MZ%94R@?8JJ9.47*ZAS%A< MC-:8^O&V;K)!C(+R?#C<;+3Q&<9&AM*/HO4Y$;E MR=-H3(<(M)"4=46)*%DQ<<61EH+(T6---8Y\OR@5.APM1A^TP+\1!7T*I(]0 M?E?=UT_%Y_Q'"W?^6#$*,8JR*(21'XP,-M-BFOG'W$D\G M-,O_^5[H8T/W3E^E'&/<"ZJ M-![X`0U1&#RJIIZH/X"GHMD&W\WXNQ>(DY^M M?I6T"U)GD_*%*)Y5E]XU+2\)5/.D[3^OH-[`<98S-1(U-4Q9_S9D+"14'*1T(G4ZY@J)>'2XGBQ MFJ7GS56Y,B#)0*G0_?Z0;\M\\TM>5K?U;K="?LBPL$PP0S%/DRA.1]/0AU(; ME6W:Q[%_1QQX@W:,G17VD M)!)30*JK-INMQ:`_&(JM),(X4D:RJSK]ZY?4PW82Q^;;*NP`C>I"G/(]]U`\ MO+R7NC3+J`X5VU/,(#J_,)!_N[B:O>--2-+D69^MKBFX=%;<5.E2WXMV7XMJ MM4BCU(,!5=,,I0E`.4S#>&\U@8NZ?&"7Z-RJ:)R01:[)F`R3\1TXT3UHYS!, MNK:9G)0J[C`UTJA_S53`Y;W@WDC(D:%ZI2^#=LZF>`9M@J>>/ROKU?G,V4^:V>'E?>YS M4<8EBIG8<"LC5S3VFE[8$Y3'TJEGI23%-=*F2?3-&M+0*V=FQWO<]+& MCU@43T>I#,5L%5+=,[[DE#IY'#=/'NXD=]+<'$JS&Z61&^%F2`((2 M2"4Z<$,0!Y#O?F1U.X:54"8?I86^TUIGFSDQ<7M%FE2XIY]/WMLZ[?(J=U7G M[6/5.=6F?*(K]#/]/?H%G5,XP[:H6CJKQ2[]`4_/:^;E[)=]&VG*0H$/#?( MXS@$`9H6ER1!7"V8]%LUK/L3#F=YB$\Y]I7F6#;TM4&OCLCW%4[G[L69D%X\ M[/V`0:&H5W449AOT*CMV-N;50YWV1&H.HR3"GD=R#-(H#"#:1]P>"4/U$H>< M70MECG-)U#E5.TSE\WB'8;835]$MR7R>&&TJDW9;K\K5\.+C@&#!WAQ($8X] M'[F11Q\@0N.IR3:*DL6FV11KZ=DJ;E`H@MEAXY^F/2*GZR$YQ<;AFI<&^96N M:9BE5DM!8^!ZP#AM=[G*WL*/IW7/%7"E`H8R^W3=LU.71TI M.J<>\<+(!R`+0@Q\0O>2$PH_=#/5(H:":>.%C!TVY^[=\0P-I0P5UN7+&98( MUU/2V(_`],F,7G0ZQ:5@84/#H,Q6-_5XQU'@T$8B1Y'CH+_@;7&W+AHE3DZ5[@P2H^8 M8EEFAK<$890AV8I#2?PZ[H0MK52_76]:?\\JYVVZ< MNMDXZ^JI8N*_::ZOK>>6LRF[95L\,$HN>^Y^RV@9% M\\CJ&,]M\]`63U?#)]W!1ZO=SQ[+]:I'5!;+1V>Y+KH^$N^!*50]W@[&T2*' M](A=O*8AC[Q1?ERYA?K+CYK*WF/U/+UZAOZLNH47P21*8C=+_!AD?I"XH4?- M1-!%+DC.MN.2_5IS/SGTU M4BXN`(KP&SW/AKP4W++,6-X\%56]@%Z$QC/XRC)(1DM.:!S#O74TOQ MVVT*PY73(W/^&+`I*(00?])"88I'77K!SZ>P1) MX1"5KVVU^>M?94N*IVK]DFX[NBWMNLET][E\NBO;!0@SY,5I2",9C^1>F+D> MG,R&:7#NT+XN,^9D9L+G#`"=">%NEG3.'P-(?KW11"VO\-BG6$Z!=E3?#U3? M3517.ZJ'=.6R*M;T<]9$OC_@M62F'OK*:]9O<=(W.[`?CQ7=_KPZ%]95#W5% MOZJHZ::+M00==EGL9%A?5W*:_;T*XVZ*;M7J5?\;U$9#0;`=W/>F[PG[W/PH MVROV#=2[5]9_XW@^SNDGUP@>%5*]8W]Q1=7L3F-FBO`';O1A:M]9^]]J\_C? M^\=S)_M?=T_ZB"=!61ZBF!#/#>+$RTD:!!.>////M=4Q;M]@\,>`']-BAMTY M`._LPYH]?''%-CU0W#'D?`9,,LKL!^X_RKZ+C)4&]'CL;.<9N?A:8,O/QO+D MDRG57%-,GS;E4[=P4Q\',`U2$""`_,#WHZC/,\9I3`*^EL*27VVU9,-@.3TN MJ>J$`&$"M1LS7*G4;^S1)%'(,4.7W,)TR%1?,?E/=>=PA,Y5>,2'\N+KAQKZ M8Y4>61)XLC'#:O+EO@^#T@.C;,%9+:"?`9#A)(69YP//1PG)Q\7%=T'*U:94 MW8KA%6"$=Q@-OE*['J3S2U5/H>.)/G6Z^3V;Y[)(K6"&BX=5>T1R9[4L$BJ9 MSWJU?QGV'D<9;AA@!<$^0\7QQ)`F^BXNX]H<:70_6>+B?G"7ZWBYZ_V!]442 MN`#2K0,(\\B+([IM`.%D.`U0FNBK\LXM_A8I MEUX$SK-MGV#A1<$BT?*'QYZ/+!#ODU/OGG46]NM8+4YS='K5T,3O?%8/70Z] M7T6T4B6RFO3EX6]]%O,K2V(>6HU!@D@4)3A"./3B-`C]>+*:8Y_KXFY-INRM M(\-QA@&F\W7(ZVI<193XYEY";%$MO7Z<8]DRL<)+ARV"E=>-_:)Q6*HPMER< MX.7T6J&#T/DL%%J\>;]*Z".)^X6Y_LMO=GG%KT/&$6TWCTU;_56NT%.SK3?> M(@EQE"91&,$\#!(OSI(D'`\$72)BQ;ULA5 M?XAB1.T,L)T!-_O?D$L86]ZQ0'O5K-=%V^V+8@*WRKP-4B3H.QJSF!R&BX

0_I]JZHKZ)C5WI0CDGKQ? MBQ>6SNI(T^Z1O,YUXR1`<9)F+LZI+81(3M*=;``O$IFR&LR9SCR/"/LC6@<; M7+EJFDZ:^7('EAD63#BKDFM$#\]3=D(%-?(]$^W3Z5%C[.&430_(889P&"`WR3&(/"]%V2XBPJXGEP80LF`Y[*!_'1I8L9.M_%WKE3@\5R2S M19],AO.RS/%6P6PQ*%?\ZG'LZ!L;^;>OQ/_P<+:V?-(A#3QY(RG:YI8?DG/B MHSR0`B4B9QZ&8WK[$Q<',?%A)+S`!`=>ZJ9^[J6>BZ,DW/7@"&'DBIZ7UF76 MTEF(MYO'\V<>N*O$G$R3C:P-3[F*X`;(Y5?V[5U7_GM+%QG\G?XQ M]C6$/O#8]7I!G&+H>2@D/@SC/,M]F,*,:]^K9,"T&N\P.3THP9:H:MQQZJ=I MV@2549@Q,XIWA)536J9"XEQ42LF'M_JC3@C'QNT?+\5F&[6U=1Q)X:!&[A)EN"13E:5)1G;(-+E8U`Z+D(Q2#U%K?Z5NY3+J(];V6@.7T@ID@$8M&B3LTAR.J91Y)0^1';HPS:@]/]I(\ M59$9?B/6E>9:N*VE.I%2@F.&0U7-X:+/ANY:J/A!^G!4B6&/X# M_FWS7+:;%W8IY0;5*_SO;?7,LHJWY9^;=,V.W,(\=$F`0YRZQ`>L)A#`($[" M%,$XB`,A-=)@SO1QJA'A57^MZZ9__W6'1+ M'\MFCOR?Y>Z$MFDD?B8JI].CMT?^=9/%49^`XR[+G2#LR4U90OF9M[NXL`!F[,'Y_PQ MP>,OJZE3R5M8LTJI7&E-D=ISQ;5S#!PMKVFC[>(%-GV>--J?*<&@BU1U42_[ M8[S+LOK.%CMFG'*W^E1_IX#8LY>^]*UJO]P?^>TA#X]#1+($0QH/DB#.4^P% M$[@TS8!(7&8'D>'0+9N:Y>_P.7N`0L,:'\'T.;:AX`N9[K^BG&?I9'*:%KT0ZBY8_Y8C MAE]O1=!RV6Z+]>=R\]BL%G[H)P0D/@A`&(D'=-S5*?$(_@P$23"@9&ALCBB_'[@F)-SQ<,]%TTUXV M5N<`?V^8Y6.YVJY+NE1L-]NVO"[92WMCDYJ^1K'/4F,7(4"-!CA+Z;I!5PR` MQBPUQ'[.U5!;KT73!?P1:A_4]6"='JVSZ^(D72S3S/RY;/VE2!>L^/\T?'/W MI;D0[W+9_4/^[P?^GZJZ>MH^.:R$5?2W-;`ZYK)XKM@%#NM^=)ZGT5EM2Z>J M^^XV-1NA^^I[Z;R4K%OR>%%U6Q;W="(JW.L@P.C1:H&)$;EXX<"(4XW)AUCT M'-D.P@T[-_+GGM@37M=$GHWB"] MGX?EF.$HU@>])+],RW.OS6]%V2=9S%Y^1VY&D;EYYJ-@!)=$*$B$)ZM),%;# MR]$%9_#!>=6==>?&$(2*!9^&9[W"`'#I@HT!GIUR6''Z0VVQ1[F,^E!8F_*: MQO.K3Q19_5"Q*F+7E6,`N,B]'`"2PBS,4A>`V$L]"%T_\8(<1UDBE,#5:-9F M@J#'^FL/UMFC=0:XLOUW-(Z`L,C;)%]!R15Y-ZW49UCDDV-=0S$_S=7FV=AQE>M`I(F(`1ACG*8IHD71S`?S.$@IAMF MOC2JF@W#NG@`SCE$)][41I'*RR*"=QL".1-=-HC4BZU>4AH<4@H74&J M_:)1#(O&F,1\[CO.RN3$9S'F4B`*_;-AK5Z!'.I-[I?<7$B&)+C;";QCB3X1L=C M(WY\\Z-HZ7KWIJ:?1RG*`/'R.$BR@-#_T,YVDG'U-]1JT/`<.;?'N)9^KUL/ MW7Q;.^M,B\4\6D@V=8CR+'&GSTCJXWTFBJ;7I_9SL=FVU:8JNYMR.E/WY?YK6]7+ZKE8?ZI_ M+__>P6.0HQ`%D\3NFMG'&217EPZ+CM7/ M*+_"/JJHKARA!L66/JGE`D1I0+PT)"1*HM!-(2'QA`83*'0\S1`$\X(;&Q=< M/JY-2:YVFBV*+L,^>]EE(+4*K]"(_;32*^:ELOA*D&I.?@F=+8O(CQ%)PA!& M21B0E/C8!Q.8Q(="EVV:06!>?*%I\>5CVI#V:B?9GO0RZ'-77H91I_`*#=?/ MJKMB3JK*K@2E!E6W^EXN,"1^[L(DAA@'29S0O_@3F#1-0K.JRX/`O.HFQE67 MBVE3JJN;9(NJ2Z'/7G4I1JVJ*S)A_NA^1FD^!7) M>M18;MQ^/D&6]%->DU6(E9)E5*^RH151_UKTE[MU]=`?7^L^URI;=N-1]+>MN_ZY@1"VRRY9@DD0(A3#, M(8%!&A,2^R2!6.@U/D5;AD/P5_#Z2\BH#(P(92^]5::73Y5M,BLFNHJDFGF% M\C1;)^12%\\S44-M[KQ]\5(K3?):]GOQ-%S=$87T22`QB3P?Q#AB!M%D,'(3 MH=-C\E:LZY?#H,G=9&+`B]*J.R-)L,X%[JG3<7.I11)[O8=)4855,D`F9IT MZ3)WY)P@252;!*F=LSJ)NL*C3U+T<#3<^KW\\<^F_=<_FDVYOFV+5=EES;9> M5M3LJO\AZKIF6?6;TN9^_.VLVKS0#>IO8RQ'MO5J:BCC81P%!,8NB7P_PR3+ MHPD?!EG,UZ'+,BC#VD?Q.0R@TT-W!H>+<,CZ/6+\>_X$^_ M__W53W[?,MB.%_SJQ2#T0__OKNO]3;XWFEXZCZS3%QNQBW=?NY3?S86G"G^X MT%LNUC?EIFI+-G,.K$4@=;V(>!X-25@;Y3`(X\D:\@!G>TXE$Z:7\A&;LP?GG0XD6C M]?'BENXO[!(I9J`;+:1Q@I,PPZF+`T@PB#)_EWL',5]G((FO-2S1/9Y>53IQ M61'GZ)P2&Z5'3'TM,\,KLD89,B"LWXJV:K:=@GJ^]?BH8DK3*#\3 M\M=T%%7[K5AOQY9MJ%Y=5\5=M>Z/7'PNBV[;EJLO]4VYW+9M53^D15>]NTLD MQQGQ8YBF/B$HB-P8QS&./)S$:>B[@>1-'A:0&=;D5Y=.4'><_OO'$^A#P=_N/.=_OR^:9_Z2.<-HMBE2%Q" M?!3F`$`/00PG1+X?<25F+,`PO`KM!ZCTDR?6!XL#-],U@(;GK[M7VJ+7&Z5ORG7[*Z6KT6[>;EMB[HK MEOUY\+SJENN&+3][",!W[3.(5Q!?=;*-Y\@7XIH,04>43KO&7;V0*GF7DQM!6@\(:\F!F,F>FK$ MM<;\L\R=T2;KIK_8%5$)*1[*&XHDH[8W[;8'<=VPHU-MVPMY7FZ*:MVA._HQ MQ;@(D@0!'T<8P@0%H0MS'R^X!<.X%<`$0 M3&,_BN&EB;M=XQ;SJA8U:&$#@1L<`P<".?BPQ_X1?&CA?P1_=Q[(KQM;;2/9 M)>:IM)7>:K3]-KNT8-V#OY-KVT.TQ^C+X(,X60[9Q:6%^3:\J=-?M]Q%"7@0I":9(0TR0>!RD^WZ8A%*GJ)4_.I30 M+?2'M#0_DD)G@QI-H1N"%46AL\%.3Z&38DE2Z!:7A4Z5@:D(G3+NUT*GY[C" MFF+6S*/YA#E?',VCA>W.-/)@RB?*21#'D'C\KQ'N3*=^+/4PADE[MG?/NU6H M%BD04,$Q5E`/`661,,BX[)KML&1KKM!.F&?5===A^>ZYRMJ;=]G5U(NLG%T[ M-V)HO*FWG^0W7E7)N:2JMOC1$VY!Z)#^O":-5KT!%::GHN'SXX= M.ZF1>JZ/KH.:L,M^+:Y8H"2NK?Q4"ZCH`G7]ZX^'*L^67]?B9(PHDA*;3^X\ M(`%*0QH&KD>].`[<('$Z^W&*E9XN,F;4LB+6U\D>@,[:6O8&JZAR[]#6>[B* MI4KFF#^OJ*.2KB:YIOBV4J`DR]^9ZB3C33"1TB3S?I66^VXOE?RTYEJ2;[;" MY(]M73"5\P[-(^AM/H=1Z+&0A)"Z-`Y\ED2ANT?@>4RMBM.@895AJU7$.:!: M]FL!';TBMGAK#F>@08J.&`=533/D2@MFT9:8I+":<:SL])ID#PE\?QG M7MS><6MM/=,QC#DE7N1BY`8H@1%V@XA!U)D-<*1T9V9?6P,DE#/0`=Q7`+X8 MM!K"V(M=>34ZOL^"2GR(:N/[\38<0+'4YNGFK!H?8+:@JSOK?@]+V^K[.&N6!P? M.E:]?,0$SW(*-C3!:E+6,;N'-Y%#A1*LG5$UDYQ/1-Z,NO3ZV@WC=,E4,F[Y M9\G#0Y6WUZA^%UDAX6+[6&R?X^??JVR]93PGK,][SVF8TC1P"6$P#$,8N#YT M4>IC1.,815BVI-NL4=N5D`(M.(8+:KR@`PRNGT$-&0C,[<4+"F6!AIO@T@;Q MB.PKJN([(UZZ7G.\!M"LYZP;(CMNB*INB.RH(6[KAE@JK1;\4NJIQ,SI4E`[ MY(Z^&V[+K])RKU1,O?_*-_6YS?K]H22D_*,)1@YB@8<3$N#.A)O$5&5-0.6[ MEN-)"T7O^3$E?N128UO4J(F]+"M6\MPC"L[DLSI$321OU8)>]N\G>J._?=TG M3EV/AJ'G.ZX3DXC/\6/8&8EAK/3$JMJ7AU(`O>>^%%E24@$+!&GJP#A/>+V@ MX;(6*-(U+350!7]:#[0HD)B9$M=QLJTPTE8DI\1'B)`4QJX'/8?G&.X^XZ"1 M[\O-/94_:UD+.)S_`-D6"$3JIQC42;HT.[3*CYH4#$V-[/S-*D5Z,S1%JB[- MPUY[>'*FI4W#Z',I?>1E[SZ@7/QQDU=5OJ3E_4.^WM2]@E1\*G9;OY#QSV)[ M]VF]Y%.TY2Y;?[>UJNZYML^)](!D'B.Q[%T,=)@*'G-]AH MS.)$:7-U$$#6RT@:'\"Q$^#("_#$W0`'/V:@]005CHR2U$7(3UPW)2Z&-`V2#BP*XD#I:8]1$%J. M,#4VT,UE&W2JF^/CM)SD=OKD&TUQJTF`_:U&^W8\N7X&Q[]KW0*U2S-PJLEG MXU6.6VFA&FB.>@4U'(5U'5UL@-:'`)H_ M:+%.221ER;PDE\8;94K":=ZY4Q)JB4*9`@+>0\(OY3;O7DU.HC`)H$]9"'$: MIREVG1CQ_T4,><+:Y;UQU2_:&XL"":BA:.R,*Q,CO3-NDR"]G7$EHB[NB[_R M[_2^N"X)HT]%]9&7O7N`TK#&QQ9_<`E6$-W6,+04@\-T$) M(0C[7N@%#DLZ"]#WD1/4;?PX)E M/6R@@18;:+:IZO<"U(X\]:3QDE`.Q:":9DZ$/.GC[`.1J'EV79_,B\40;SM^ MNKK!`%&C:Z\1)TJ3?4?Y"WMU")BG2<08BA'"$17WWGEIO!=_YD*L M5,^J\?UAU/C/]:8=!34JY2/8IU_O:%\6!7;.7$Q)LR#-,9A&KL$D<3K;-`$*MW%J_1A MRPKR/7\L5X^BC'!1XP$WV4(41CPKBH@:67+J88TG-=DX7$GH.J5 MBBI?'Z0@Y\-C5A7ECH?.^VR[JX1F;.^JX3`*EN)QCNO\IJQRL,@>BFVV`JL\V_#@>KTJ M;NMU`(6'T\R$5[D1HD7I1`:''O;7X56?`/GKY)L^\8?H$E\//6+N\G2>QB%+ MF8\3+R:1P_:)?HK5[HW2M6$YU%+UX6"60KD8.P1[:I&V(ZZ&!+Z.IB-O,'-& M4OIR.1%UZ>W&Z]OAC="B%8;)>OF&==K=3T\<)X(01L0+Q"HFBQ+<@4A2QY^O M\UOQB-"5PJJ`40!2`PTW`^T7K/(A/=]L0+N*ULX*Q)$*U;4#L]1++BX,3W?/ MU8?Z23-1G?^FU,T`'65%4XE+R>3*7)M,1!\M.7 M(CAEW$Z`W&2OW"1*(Z4U5#T3EK.WEX-U!I*?B]5N*59*6L;!9Q,BJ<*INAI: MHK./[.DR:5WMI!X!ZDGN!/5+QXLS0J5-BD2USG_OLHKWH]5S6JRS]:+(5D?/ MVORYSGBG$KE/??5Y%#(G=K$3>-BG49(0%#(<>`@REP6.S^2J=TQ:M*Q7>ZA@ MC_7XU1_P80_WH_(C#$:)/Z]BXW&N)FKOAF[9"J&Q:->K&#)*_Z4:(@5J3M84 MV:!V]!HC*TZ5-GNCX3@C-B<_;?/[S=QQ4.KYA%('8S=P6`3#H`60Q&'BFHPU M\E:G%&\$:E##-JV""JU@)O#8:0"+P6<2W)N-0G;:0"\2'?,+.%0PP="TYZM' M>%+G_)V$*`W'%,.4+G72BS3?\\=\OYS5>;.6;486D2(2*V MN:GGN3#MK+E0K9!%TX3M:A8!I5Y(K3?9EN"NAJ6X'J-+G]QZS`#,J46/%A`0 M0P4T#/[C`FU6%E].$W-F\:4GDQ-9?.GK16FT>TDGQ74136ML,T\(<]W$21F" M`?0@)0&.F\]##T6^5#&^ZC<'J8RK6C32J9(B+Y>24'N4J(G$,&S(IH7V6-%+ M^CHH@&M%\<@%M-92_FOPF"V:-*_D@[':W!4/X*$J'_*JOJ-01*KR!;,SL"ZW M_"?YHZC'Y$DC_\_SV[(J_B]?SL#37;&X`\NR_M&_=]FJN'FND\Q-_I!5XCW5 MY>%"+VZ4?[J[;&W#76JNQ-ZM.4JQI'-SNBF7./KYHDY.) MI5ZKC9XV:L(N^W56/2$6LO\Y6V>W^?+;OIO-J1\0C"G##G9]@FF`:-K99+'L M^7T#A@:1[/U@%!A!"Q(<4.J)ER:S2OINGU0=T9\4GUH1PCZONF&#"_V&_V>; MO?[SOUF)BAT>`HK[K"IX!-B6X"%[YF968%%N^&\S49#3M,)1+'GB#N?@*0<9 M_S\A_/G]PZI\Y@THHHSXPYO=BG^NRHO[ZUTE9D?7S_4/MW=%M?R-!Q`>"MH/ M/C?Q"C2O)K21I+%>-!MZ(AJ)MWK6)\V"1K?@?D.5]L2XV6SX9X1.A]NI8KC!>Y&)&T]A/&$D\F(04MPA\ER22 MZP/&S5K6B`8OX/A`BW@&6LRS^D]?PNYN99;/J,RWPZ5\==0F4%.D=\B^;'8[ M:BOHY;I-O'R90HK45B0A/.&=M2DMEU5P4V7KQ5VQR=OE^SJ!O;R0DK?.OOC\ M9O?P4%9;GK^6XM!-;4R4R?98Z%`E_V3::JT%1T]B[7E66N_^B@ENL?Q?-UW,_Z+IK;U&^^$XI6>[;8JKG=;L)P./L'UPQ`RJA)N>IFROV;3H0`T/'/"!%J!B-.E+K%Q4&)!3-77O M0:<5;3Y/U!F--<3P1+32E#>EE6ZHJ%V_E^7RJ5BM#@:%ZLX]Y%!$^.>3B"?T MC%%*W=9:@/U8Z0$U31.6M:I#-3L>5P+8P(/J-#MG!E-/.BRRJKG`YHY3F@4818S2(,@ M@"YQ]ZE'("Y84QE0%LQ;'FP-8M!`!@?,L_:YO"V'#?:XCT:D8L)@HV'DDHB1 MVT0ML;#0'%:T49W4,[IIL84FHJDV/2P'Z^X]+KS:I+OMKLH_%^OB?G??/LV] M8;N\N[3!1T&2(I9&,*$DH(R&OL_G?3A"'HHQT[X%J[=AR_HK+IGL<0M6?U[E M1'0T2M7D\\4E,IL9:)""%BKHL`(.=@:^B%=?KY[RU2/_A7@4?LQ;M2Z1>D8^ MK;3-1(33CF]G+N4R3*!9L?RTOGHJ_R?/JLT\=D/?#9V$>=!/,4.$1*B#D014 MZ=H9T[;M2V9H0S)5V#6HFI:(M2:BFGN]!$KD=$$0\J9L*[%FWKZ#(DH(J,&Q6 M0^V0:U=%!>9)Z^B>5`-*JMY`[TQ+-1S45%-=*DWK:-[3N3ZA"9BEZS!@1-L(RN5-VY?1K$E&97G MUZR,6J'6KHR*XP!3EM&.4@,RJMPZ[TQ&U?W3E%%-(LW*Z)4X!)S=<.&94^C0 M`*:.E\#8C1."4NAT,"(8$.,JJF#;=IW?'HD-*57AV*"26J+7GI#*M,)X*GI` MUU=$-1KF/6FHCGLZ$JI-HUD%G8>,)7X8NX0GPT'L.@Z-<6<\Q7XZWXJ3;`9U M\Z)%);7<@Y-7R_IDWGT[A)O7J1Y:>#;T\S+#!E73*+G6M'**`ME7%J69?T]B M*.^4C@0J4F90^+HC*,VQE7SY:=W]FSD*?9\1+W;$'G_JIR'SHPX389'2\]A6 M@5A.*NL'L;+[@JJ[N$><1"LNGD0;H5%,2>A`[6%%66?[0X*@@R]F]]\N MQK:11/=MKGMIL8$F?#<2;<)79>4V1K!!0?_6Z--?V6J7?[WYDF]?_?MY&(1) MXA#H8^B0."6.CX)]J$G%C2PFT]S><"SGP"T^\"@`@O)FJ'2X?S.9$OI!6\B2 MW'>M^%?7BN*>@-<_FYSL7V*^E_@;:]9W$P+,>:P<"`R3K7@/R57VLSF)?INO M%\_-6S@I##R(N#WL$^A0[.'0Q22@ON#(P!$TQ6>V M#'`I)\7#T*BFL+H,6KQBXP1!9X2P/ZD3T3<#CIR\JZ(_-3+7`N8WN;AXBQNK M3XEO_BBRZV)5O^1)?A:;.4E]CS%$*4UIB")(:1)A@@*'.`GR(\E7&'N;L:Q' M';YZ/#4(P81>X."'N!@D<_U8\8YZ4QGN7$7UGY7U6K.>,>-B/ MDL@+,?%\YH5)ZG0VH0O]_@HO:6A\C6^`FM$E67;[Z+P%8HTK_1B_Z<\P"R+S4.Y*>K/BU_4=WNW869V]!+:S5L.]8@_Y]KP9.0QTNBC MQQPS7I1&1X)TG$EN;O*%N,6;![?OW-KW7/C+@UO=0^L)#G(8]OTH36,6P!AC MG-*D6\`B@2.YG&3`D.68LT=89\8"(W@)4G4)Q`2WE^+/P+2J1:%),BH;D09F M5B\N]6?XDJA?IN&DM!MD;W2!-^E+::%[&1+[=BJ#TSAUPH!2'EPBEL`4A6%G M-74$C)@:7_!55T+,,-Q/]"V0:USVQ^'5C/1;X->:^%_DN9_\GUE5,LKA MQ$.`JC>204"+)(DP<%7E67U3YTU9-<\Y\>GK@D].N;4J7Y>/M?7Z$:EVVN$X M?&[A4^3%R(%!$OO<>`>!^8[D@I-YNY8#Q!YPO8Z[APQ:S.``NGUR2WEQQ4)3 M7`H>X[:"6B1YEPT@&V7&;0BMD/-:6"Y%#V473X82>T2-'EX7?_7KBHVRV)1KUFV"$B04NQ$,$+831%E+$+[ MF.?$5'*#V[A9VQ.2/5ZQ=-LA;JX9=F'^(D]EBL^DKZJE@L5LWB]0F&64!YYM/%\YJ7 M<0BEG$]9%8JBWL(AFHJ)KV'B\.0;:@;R80:9'ZG/1^`:?N`R"F=9WQ!PBW.\ M*3T:PV^4,'^/7N/$D=3\MWB:K=CN^GFA3R6(,PAHF!*VGD*H`48;KL,^PC)'GH M(0Z.I0'/)SBTNN;EI#^6NN9N"T:9^8.NUCU79ME5W:.LQ:@D+BH(8^@$.`C_-TR@-^5U5 M!$D4`Y`(;G.-+6>9348Y^8'!)"D/X7M9/2ZL-T@KOZ\R!_BU[>PB6,LQTFN` M673;N@C<:MM5@[!?VY^*HG)V7VH6( ML'_PN%Q$$YB&A-($A'D6A@!B,H>V?BI8%*ZWAF5O,0K7WY$;DG"M8$X;"-T^=8:EX]50+TZMW-B]I?Y;/S>"U.(D;4J,Q^QJ) MA_SLX8#]DXP+!)&/8)@A$B8)B/P84C^>%F`&%YI#(_]4RY3,I?'^P=_W1"%X ME$7H:BAN$1PYFG6+BW#L;!$?->J4P^EJ%/Q4O_/!KB(&B].ALN"-KOF%*6]J M`,XJ+G=S!RX093SLC5E(##`3(L%%.JU$*:!BW*?\>,LD.'?7YP'`+)GL MS6EU\*[1HA/8?+4*FGK:U3U>DHE6J[CI M57Z>M-Z[.X%TNF'&JS[ORXZ_T.Q';YIO]?;??1,]K_1NFON'IN8WU9L[WA.0 M#WK@/S]]:;?=XQ"<9[Z/ M_`)F1>`G88H+1(YY7Q:>*TV&D5O">L@\#S69Y5(KZE2%\#)?.T1/-F16`,[N M*)@GT%RHZ]+$9!'.42L850=2E798I)GT)'BGVD41TM?PCJ\=5!E("1IB#V-/9 M+GA[D_%IS>WC=!D_9SSG8Y02")(@S`L(YRIX'T="I4)Z*UAFGTFHYQ^0W(9+ M$T0Q\K&/GQSS*$-GA7O.HG.!>/307`GK:"K1F'S!)/EFW,@]72N(<1+A-,(9!F%(YPV(D28("@A``#'("PN+83305[):F]FR'!Y7#BZYQ[":%F?@A MI2VXU(\HW2(E?SQI"S&MP\G]2Z>30T>:FY8/BM*:WG5._RNGC"I(+4ZJFN*? M.6%4AT%X[]LO0>K;=PRWW6D/S&E90`,_H4D,R:KZ!U80-M"N>5[*6-J=/8>1U5SRZS MINZV];>JOGE\MZVKMWS0X:8@(8U3GU`*0H*#(&5QZ;1H2".I]C9Z*[D[Q3P1 MS_N#"^CU$BJ?9:H!*WF@:1U3Y5-->3CMGFV>0TKD@%,+X95PER%E7CKJ-`"1 M/&\]'=/T1(IMM=]D/DE`&,`@!#3+\8-8)5^K[D=5\;F&#TW+<[T_WR3Q?ODZ)(1_[;,UU?R.7/Q1?CWEP!_X]=$K M'QYVC[QU>;_X5)$UI92'MN=-^WCZP+;DPY;8F_705OS_QS_Z9=?L][]ZW(&Q M%;CG.+`EFH=JZ*&]]\JN:[=?#UWY==?W5"^?OJ>WTWO*GUGV-M(9W&3H!3F; M\W;^]BV>)G>O\<]C<=V"+;P1_&=]O/[%EIQ.:&9ICQ?TZ]OILN@XLV9#,U2$ M`+"M:9P$<1XD,0XGD6B`)3>'-B6QOF$\%;YW59/X;TX=WO'>,^>[^4KTJ(7D MGM&JY<3VD8N;3"D6L6LK*]M+#:`O;#E=F&\EVU`GJC;NOPYC:;_/5=?MJMX' M;8(`$A+3/`1A'$4X@Y#,>^4B0UAB1VIVX;5M.OD?'.4WGON3LHENYL^X'1SD M_62P=YSV.X%3*>FG8HZ5<*UAI803?NJ0Z4?+`WM_J&?IJOU$Y3#W:4%`D)&4 M)!2$()OZI3)1``@5V-2&&&ZX]6+L-89837WR\;/XRW!XK&,JS;#8MGG,A\.J M)G$;!;^,JTKT:\!**V%BJRJ*1KO&X#1QN#V4EHZUXQM2!#%;BV:`1F%6Y"G& MK/:ROYDN/)@_WI8TB/;YMCU;6#W@EC6#ZT/N)["J MG7*K668E3&M>+_%S;AW@)'JH-O79N=>;D"9ACNG8NC6)(I32:<$4^(+M^W17 ML5[@>(R$9@&'/.$DHG1C4&5`KYT7N\12CO56!:-LDU47<*H=PGZJ=E6YY^>F M'ONIJOV+A>B\Z>IV@OODOLUAAIV?5)H8^7P%G[-GD*8P7?QHT9@B/[5D-0.- M;M`\NI4GIY?Y>,K?;\QPHBD!@P;AU)#G=I$=U[44:L8)>;Q>`4X63#AED;%YM6[R4.M@*C>(O)YX5]'X;B MTOK;NV:_S\JV?61[MA]E>SOG<@H(LRPE2>#3,``Q2%$83)*`,);K/VE^>75\.^W]23;R3GE!BB MMSP-A.HE;*R[MMW\>C>-9G:+P@99R8=L137U_:$D?.J?\EQB]71Y4H`D],,4 MP`(CBDE&,G]:'OI$:CB5J367^(2/Y8FBGZ]=V!43;PX0-Y!MDP?;#5>>1T^& M)S7Q7RM'ZJIUC1^-P&8CS'G?="SP^K.ZZ;XT].^'[=!&8T.3("IPDD1%07R: MQA&)XGGWFN:QI>!'49JUA41O/*:(-VK"B_F.NM@[\E"UI/$3$`=&M'X@HF"_ MI:/=\[";B8$U3;I6UK>GL'J\;`1J84_QLAS_5>X.0]>;W:[Y43*`-S1&41[1 M.*$A"0L(8W#T5A'$1*Z/C-&E%:J+#/B`65!OEE22W\WB+T;E[H%78NW+!"T% MO15JEH'Q`@M;L<9*"->.;HV#U]E,OX$-1-2G-([3B/@Q2#`-H_E0/`M"7^X( M1FT-R\'QEZ8K=][A]'(ZO[`RM@&432\H`REZBF(?0]DCDQ=N]:_CSO[%HQ`] M+%?"4=IJB-VOEX1%EWF^?"^[_VX.N]NW]P_E33=?IAAKV#>A#Y.8%AD&),T* M2F@,YO.5'%)J@)AT1;#,6\>&J"]RE]O[,7O^Y=V8W=2;WOG'?^F M&:+3MIL6#[HTF2&:'&S4"^T-4GO'FT/35:!U<.D5=.6IUI2YULW$QK04(VJS MH(H/6]LR2>ZV-V7=9=_9FU^]K5_JU++_5)7[IBZ_[AX_LI!W^W57#63VX6[X M*\Q0M^-/;WP_R&,*TRS"14%@&")R/$@/$ZD(="D9+7N""XV5/E6WAV$>V:=J M?]CUN]&^]?2[\F%?<>=!'AYV#!'>;/ISW\:Z_]UWV_OM<#=<-@!>[#T0T/$;V,E.=[7[FX((A_['=-NW'BOW*?_;8=B$M$@H"$N&(TB"` M49%%Q=R1-T:25:\.!%K.N\UZ//=NO2K>H(M2UQ>W%M7:\RQG3$,[H*,=39C1 MY89("GKY[9$=RZ[$U;C566SK9!-P`X,R)&0+HJB(8TA#OTA1`OVPB-*YX640 M%*8F9A@4R?H)Z.5Q#,8(:$&C:OF1!:QI8:K&J_0C4M#+^Q$[EEVW'[&DL_#D M#6N`6QVX1&YNVD-UN\DB'X4`)6'NYPC"@F;QW)F"1#`QV4K>@#@*KD.A-<]O M+2_C*`>9CBT/^27EATEX!Z.5A&VDZPT]GDCL]2)[3V2>0J1?N-B_OO&8Y/S8CW_>?TS2_Z_C M;UD1Y`O?MVVSK>2;MZYFX_9KL,,-7WB!PP9$,25IG&>(^(RE,$0^&&6`,(BD MKE(;7=AVJ:`,'WA_]#)?(``'AC#*S.9M8)&.K\._)/_VLNF3KIQ%7A?32NJF M1J\J`(J7\G5L>=YRC_?>ZQZY"$W-IUV2O[>\+QC.2!3B%$<@HP6!V4SDD`6` M4O4)>BM99LU!)N\H%(N.F%BRQ*B)IF!9FS,@Y:A/'D,[!667X+E4%F8$UI7P MER%EGI=H&81(F*&>K94W]^6VWI``85($,`T`"'"1IT$^TR&`J507:[45'#.2 M]\<@ERPE*<(G1D7VD=.C(`'0K'#065PN<(\>CBOA'$TE&I.OEOK.\DM;UOO= MN.LGKE+"QS]8.\&CM)+>"E]Y"N,%??/9Y(Z!U%%`#:]I[Q`G1B MNT43V*^$\TQK]?(.T1QH*JSXONKX\6BYXX>C;_L^Q'S]WQ@G\RWJ*$=4)#%) M081@$L8D\T$6^),<41Q(=;8WOKB#TO5!0N\;'X3YRZ[/\/"/M_CL[2O&H-N^ M/$&?*0T90YHSW=M!G3WY.<>)28[2>K_UUAGS;XN3J1"F8K1JUCSK(UC#^KU, MM3:`5"'=G#=_GR\R\3$9^Y^H/\G3+("F:XW>,:_VMJON]YLBBC,4P1@#0G,_(SE.PU$.%$.YHW+CBZ^KYHC+ M[?6"6RH\DK"*T>(C.P:Q6H`D9(LEJY!F3/4KD>3-LSZ6-JR?6D62*I"VJL`W MC/3SN/`!9HX@9ML(`%(RB1%@&&T>^JN8G[NR[8Q2L+`$,A_\S M2"@+9*)@FW)8#HBSOERBF]I07(_#OO;Z>,\5DAW08--R8C2]%J/)4;8`3;]@ MH?V"!*Z!]04R=V'!E1"[$U6?3X!P!J\PX3]?D&=@!'S12'(#Q\TR^I0)B0H` M<`3"'/HP\J91&CK\35+*-[LX*OSG+J)RH0C'(4`C_) M((8)B@&SA`14SHQE;58D4J6$R`"&^KI M:LF$AG<"1]_#[?0"Q$^!UDFMV1!S,5#X"(RQ*.7`CJU?] MDNHG:%:DS:*YGC6^FLXS2.Y>!L5DU`K?UI5$$:\--8D4V1K%%XMYOF\^\TM` MU6VQK5F$G+,0/C*"#HFDUC>=EU+@BCG&L;Q?1F.;U30=]XHZA\ M9A07UF/2+@3X;7/3%P8/\^)7"/P3`9#?$?CS')O%A!B``$44$ MYQ!0BH/)NQ8@P9NNZZ7WD;RON@T&1>$G`0'(IVF&[]7W??F MI/G)?F[N'I$X@J1(LBS#!!5!!'V"T@PE)*`QBL.K>QK=!>Q](&/[R$&TDYY! M>Z%9":9Q%-V!N,13;9^AA^NUG<05_<_N%TQAMOBNP)@BC>G72:G-[_-E/Q_N M[\N6'].,SJOQ^`_RQ;>ZV'3_.W\`PI7$045+`!!$6RX;4 MGT1+`,QM4[>L/)8I?)@[VSQ4;=F/M'[H)7-`Y=)VL4?I-DWBCMH'2PYJC(5E MKX#FGV%OF.Y5+?N*:5]990/TKP>W53=P4M#%8,Z:FK'=@1'>AX'YFGJ\"TG_ M9IL.9ECVB/9Q:#F"(A\%81%!Y!>1'\6$;3HF+?)(KLGTRD2W[%S&*M>^*/5F MEGOR-DQP!W[&IN'MN:25V-R=]WK:G:!_8XY:>T>UIVOQ3Q0?^DF]`F^G;E;# MCM'!^_6*?:@+=`RX6V=&M.J9WU?=49$-I#CVBRS%.$U\%&Z`@DQN7;5\:RT0_->88 MI'%`]I*VL$?V]LS@CNQ%K;<:IG\"NF&F5S/H*V9Z184-,+T.U'9#>H;V$]F* M./>3HJ#_Q]VU+<>-(]E?P>-,A+S!.XCU$T@`MC;4ME=6.W:C'Q2TBK8Y6R(U M=7&WY^L7X*54EE4L7$EJ.CHZU*42\^1)\"`!)(`(T@QBAF(O2P9L.MN)OFYD7W`/H.^SC73?C'"G M_4"/"*9I2*,$A$!$ MP\Q/(4Z3PQX^CV7,]120"I9)YH&F[2"40N&N6W`5A>DZ@Y?5`[C3?9U(OF"U MUW+7@L;KTRRM[%=-_?6FW-Q_X&_+MV);YLW]?=5"RW[DQ:[\VFQ^O/\BJD:' M;ZSP7Q6'P[#G(Y\P1'T&@PB&F$&*<))X282"0&4$X`J#ZQFA'IJX0T>``P=T MX`^!3_6R:6>AD%/T)41!3P;]4#*;^7Z^9!0/FMO/]<;FX)Y'E[[J.,!GE&?42"W#O8A(G4A+D5 M0X[U>$`(F@&B.%+BH=SP$?H0W#Z&RI\1- M3*S>07'&!)\[*^X\"\_T&U;)F_W$.)N^-`Y:E[3,OVUVY?I#KV:7=;8I_E6M M>V/(@R'-HHR2D`3,2Q(:P<%8CG(HI^\F%AP+>POM4+XLS)M@ZC9]=F*$XW-MB.MR/_55/7N$V]! M^TWYMOBSJ*K!4HKB-`D2Y*>A[R=1&`1);PEF$9*:G39X_.1:W*%3EQ-]`L\) M\23]!8:R*Z2>]O M55WSYK$K>GMB%B4D)&9B)3*$"'OAD&3#$/E2=>+&1B:7VP-`XP1.F4_%!-@E ME:8Y\(PL:F;"+MFTE0RKL*J8#S]Q7R8EUF5L=K&VY<>IQ-B,&%7AKNJ\63>; M8M4,YJ(D)R@/XB#SPY1Z>10=S&%$/0W=5K8QN6P/^`SU1IU,)=%VRJ..9G]8 M`H5:BNV42A/!UJ142:^?.G]>KK7I6I9:Z[OQO%@;TB*AU>T%]*3\O+LN'XH? MHE&]V1>;HMZ596^2>A@EC$)$:1!Z,8LA3@]Y?0JE;ARQ8<>Q9K<`@4`(#A#! M`:.ZZ%@@]IQV3\NIFGXOD$Y9'9^65CTM-Z;WG)Z?)>%93;='W>RZ;M&5QG[+ M4BSSRPK>>N[*C]_*]Q@188&)#I%4KK$SDNYI-RJ*;DFO0Y*9`[1<](!9PQHPLI<3/WH['< MU"QH4%\6%_F^#PD-8$)@@@,?,11U%AF7P52IFMC`S$PZI%<-;$*GOA8Y8-*. M&LU3L'N:(D5%4N1UP9JDZHF$*FF1(ZU+W:%(;\OUBC6;C\5Z2,68G_BACZ(X M27/*O"P.`@H]AC,(2102)5'2M>%8D3I80.!Z]:79O-IR9*I#,V,:Y<1H"@;5 ME$B3/"9[=5?&P<=R7=[M M^O_EC>[M]9MA!2..6!KG+$4,!G$0\J$FXK;S`&?\7RRY_&O1H&-=$TB!@`IZ M,!/I:HKW@OB679"8B7>]E0G;_)];J)`G MY]D5"P?^J[JTA/!./LC3Q$`FBE,4)I=%@@W=P M2L=!*CW8<;=QC$4QZ57C1R[#=4:-FKC+L>(D:3TV/9*A:A&UD'14#WMCH:4H M*D!>/%3B]+NRV);;XQG#;OB>_?BM^$>SR=?%=ONNW-TRE*0X]"E-PQ@F.$]0 MS*5=<7 M=%T!2PC.(\8"'R$D>@6,D@%>'/E$6X0=8II8G3M/)-7AR"5@D"Q.%EX-25]( M9,VTWG%0W?<#^E&0[2`FB/,2>XXIW![K4B:C77YD7VT?FFVQ?K-I]@^7]=UZ MOZKJK_Q33N^NJO?EZOU#N6DAG)SB[N^TN*5QEM'<@UY.@]B#>9+DZ0`Q@FK+ M]U/B,L?3A7-1K]TCW19ZV?>\ICDR_S3V6 MXSP,\H1Y>HJ;$94TIG,ADF?N1V.YG2F*T<>[;^5JOR[? M?^EUL?[:9O*K+F^_*3ZORUN?YM!#+,LB1BF*;'C++$7N=\/_O-VQY(=>&'@HH8CE:8;#G/\PV/,(BY1N M(]`UXECG6ES@"-@%$-`T[WO19E).SB8A44W"=/ES<]#_"7Y&E,J8TH6HD[D? M3\_BMT.,D0KU.Y1HA%/D15X00)Q`GR$6T,%B")%2H8&!F;F42/-:$P,^]=7( M`966]&BFJT=.B_.OF,@!IQ,7M]N0GVQD)CD);%O-D\-'R06KXMB]4_ M]]P4UYO>6!;%T(MQB%F8Q.(?WT^$L=Q#,1?F5$X?32RXKBX:H(%C;.J*8$3B M.>FO*J3>4YG1UQ^UG!M4'3[,IKQ8G&9LM1'#P_.VEX M5=6EN"UO>YLQ&OHYHSA),C]+DS3%PY`]P%&FM-_=T)1C=3XYBRX0MM=1*D_J MF7(K-YB>D%8UT39CU,F@>IRKD8&U)9(7,KBVY4WCI"5*9Y-O^-!]W6RW3;W= M?UX+F\773=F.[6^]/(G%J-X+^!">)DS\R(TA+_1PD&+);-+$@F.]$M#`WP2X MOX.F!@,^<``HG109T7@NGYR*035I6@AYLAGE5"3J990&9)[+*4<4>*;-3K<7H$,+>KA@\`-P1W[YY>`,Z+TQRF,= MQ5,GV9T_E$89L;,H3I`[:U$OG6"[#>PBLW#'+H^FZE/0K;"<+W9!"5PC#);GZ0$-#9C:4K\3",[+`-J- MC3WLXY5L+C2_2H\`+\H'!_C*50)NPB1;03![A%2K"QP%QU'Q@0Z]HX4)3N.U M$$5W[>4O!0T3D*IP"M27JBY765GS'W9B7Q#>;O?W#V(LN?U]6Z[R8GTG=JYR M7._*7;=1I;KKOR]*]MN-1OMZ=UWLREO>M>0HCF'HY3'UVKGN,/5(2D(,/1PB MM7.D)H7F6.<'+$"L%"@?135MD.34?,'Q45/YWA'0(VLW<+9G"PS.`.$-.')' M'"H#!H<.?R=1J`3 M/>']0UEOVUG.R_IN(SK)6T)CRB!"D9_G>9"G0>I'`^8XI(KG%LX(U'6YGR@= MX)GIW1$V4/7@)N^-3`(Z5=\T42SG[*F&1G'L)+@\VR@6VG.=#IC3?LQ"._FW MZ=5L<&&]C[,6((T-QM?E][+>EUO&R:9_<=VNBW6^W^Z:>R[AN%Y=-7RT5WW_ M>=M?`&/LQ[E/^2':`#T5S!`!X< MT+?'K`C\KUH'EK*)5H?Q$96:*)0+T:&IO#VY)7<"DN6U9,?EJ[WBM&R^;HJ' M;]5=L6[WY8FC*>,@9+Z/\L1G(17'B/4&20"5=LGI6W&GYOH->#DE81K" M%"(6IW&,$R_-!H.A%RA=>ZQOQ;4$=<">"I#>+ET#+B4E:!(:321HGHVY)WD9 M$R%C+I[;!YYV#0/ MS::=9>1#^V8XE'(+A'#LBG9FLZK!W2%.31^GW;6C1V^MHIJJDR6G MDDYY4E._7X1M8BU[2L6(1FFSMA#MT9BD84("+X,M%.J+N[Z4MARXL.]Z.O-H=;7'!0ZH MP1'L"W&MTO`-TZ.?+89'=?5[GLCH+WE;#(KC56YI9J66MNW':2&JZM3%DXO8 MKNB4O_&PJ;?-NEIU)339(,5"; M?CT*XS#(,\JB(,E8YC&88[^W!R-?[H!"8R-S*([>`K4^C[JJXX!""[HSSRKU M*7:4M$>1T,6JCZH?9_5'BQCU\U/ZY&I8]@C#"!'HA0&"V(M2C\(P'\RQW-<[ M$T71AF/]>=P)/>!274PU)E%.?:;@3TU\M*AS>U+(S]R,2(\IFPM1'F,W3IW2 M842+0N;3'S^*Z]7[W;=RTYN#*`MI@-,PSV/B!2D?U`W#NC2.B-(\EZX-YWG/ M<"JN6`%K@`T):_/3T&:+/[;85MR!GAJHA6G?"UP[+)2=I2W M\T6S=FA?B,;9]>GY4EJ;A"G73MV2D$0,$1)[+,-^1B'SAC%1FE(_NOU>;CXW MJM509Q^K\GH=(U`NG9FI_D6BGD6:HX6\"^JX3]2;*#HN42D^\B;AU3_VVUVY MHL6FYK_99B7_53G^J[NOWX@G_ZHIRDS#.?.+'),TP]A$D M/HX&G!1CR2N@9@(W:Z8P.`8&ST#G&CCGBQVVVJS_N=6$P6!?^;0]/@#Z]V M/\37U_N5^.!AT[SB8[L";+\5F[;:8<\?-7H"ZW+T6_P%_^UI4-3?1F?K%];H15G>[$23^@_]/1-NVO(SN='LK\WL>S/F]K]9B'XIGS%V9*]>_6R2)YC4 MIY0DJ4?"+(0Q9KU)FGIRFP-MV'&2E#%&>,#@@8297. MU;5HUO7Z3M'F;%U2M*K:I$U1RFQR+*=L,]&K)G2'*RMXTMK#!`/.B_98P=U% MJWH'L!-KG#R+(Y+G(!0+44`7GC7.V[&B/C(^*OM4K/<\MWS8[[;_O2_$>))+ M\O?R.!W]O.U.2/>11X@?!2F)80B)%R0)YNJ,LRC)O3C))=]?RU;=O<,"*&B1 M@@[J!3@&^_-ZTH!WZM4D-39'WF5'85G(^^S*NV:2MFWV7G=;Q$Y@Z;8H)%'B M,1^%41@$/B4<0!9!AI,@\E.<)THU=/:M.\Z"GGG/.]!C[[O6?BT'@='2W(EC M8BR[YN&80GO/LRHOOQ8CM$P%MNG@N`A;I]*)#C^6(N`T\%,"GRE73/E*$KVA=E-@"809ZG8S*[05Q+%5V[#]0*56L-) M`[76I51=L8\.P:=_/91WNW(E[@N[]6&>P#"A29ABB@.2QC`^V(V)4J6JL3'' M.CQ@::_=TQ55;2(5]7,*#K6E\@CGJ!+1OI,F5Z:RAG[%[1+H4+7R>0\TL4#,0"]9#4\\4,D,C\JQH(JF^5ZNR7K7VLR`C'HLH MS**(IM`GD`PSH@A%F*GM5[)F5N7EU=K/-*`!_UN5ZY5%751CUUP5G=%J61,/ MA"],$8_YT]1#K1"\`#74\TM!"PV(DU;"R[9T_W#7TV%)GL8T\T(/<>'-<)9Y M*8G:37-AC"+JY[(C-]W'NWL3.T3@`&F^DI43W(R\9:9L+N2E,G:CL=O(-#R?'Q/D9[<[<9N1FCJ4US6\` M?D?`1WIU=?GNS05X0]_1:WQUT7Z*R6^7[RX_WESCF\M/%-#_^4#??53O._5) MENM#)^%7K2]M(74;07I0\_6JI^@9T1MC1A>B/^9^_'+*FA5BY#?H5AL^=&ZM MOO_R_L^Z7+UM=N5Z>TM@FA,O\X,P(^)4:!B0=+#GI4@I1]D@@4Z$FB^@(_+M&?;<[+D]PIA\1/$ZF55(W'NA:8 M]LR25?>VW`E$TN?HJ#,TKB:.R5'3CXZ78Q5QR(OLR4!.^=$[TZ<3V$VY;H_* MV36`?Q%\+_Z?NFM;;MQFTJ^"FZU*JIQ_21`\[1T)@C.NFK%=MI/=OW*AHBV. MS5V9=$AI9IRG7X`GR;9,`2!`,I4;VZ.HNS\`7S>`1O=]DQ]=T!5:5H_9<]W` M-RVWK#5O7X&FF6]G("^V]-_3[UFQJS8O@/Z_Z4-19G^GZS/PXS&[?P3KHO[0 M7[MDDWU[J0O45.ES4M?O76?5_::H=JPH4%[W^VUKUU3]>?`NISP'GNBO9=;4 M\7G89>N46CBJN,W;X3A"Z"/&;/:",O*:%Z,GK'`IWKIJTJ>43K=DPVHPK)^R M/&.!*4,,(LYBA[A5L6FX,LK);L-\.35>'F@&XA"%6._D)A4M57O M:O)J`(TW7JU)EG7C_9KDR4.ZONJ][BJR(QN[IAU!R[*(YT`#XTY@;'NF0/@Z M0LHDT6P=5C2E_)X:#0_"#[$P;@R@7-'N1%C*!+]X#V.K'+B:`4:AX'@B.%7$ MRL]E]I24&0UX:=3\G+RPRH]=#4=6'O+(W*71<$K#W!\I8"4P6:B;/CUOBA%J%(87J M*<_M9)I0GCHU/B]7K4SLQC&$5HR(29!M!4;0:P!C-^*Y*=4@5O-=:GMLP-9D MQ1&`]ZM>?F&)(G1TI6F#>?:EI\^R0OL0NM#QUW3[6*S/\^]I MM:T+D8-L,8PBJ?X[[A@#@T#.2?5< M5,GF4UGLGB^*+?V=-6?(\EVZ;GMT%OFG),L9BUWFW<=7'F6L.(ZB`/G0]>V` M\I?7DQ:Q#+&W9;JT$%E.4D_-/ATVH*@^[$`Q>1Z&%)R#:1IZ!V@ABU>[F>^2 M/*:`E9L,ZKI-YWVC%_R8E`]T_P:A&>`@LHW0Q2XRPQAZ42\;0DW=GGT0I(&UI`C=A:PI5=:\[=FN M$B3)8S[/?6\E]KFZLQ+YN2T3BG*6)^5+76OPXE7/L2ZV7@78P(%C MNP$*B>M'5&>K\Z.N;Q%7Y'G3G'IJ/N5O3[7:EG*'#=-&G15./)8R)XS+'<;1 MYY)[T\#>MFZ,V\_7YK%"#P<&-D5@Z^9.AVW\.B-G/=54.ES<9Z'S3)*%^)I% M0#%X[CKG\`AZ.:I*ZTW#ID/E*L*&&9$XQ(;G1F[LVI$'.W&V%3NBI[9R4K1O MOJZN+_\XOSF_O`#QY34XO\"77PFX#?Z'W,S")^\0.LD%\I@N:AV/,./H&AP+ M"W^;N+*@W\Z6_"IP`H1CVXD,9#NA:QH$=J^'75[INT$(;0=%$'7@`Y[)-\* M\4+LB$QPL6^>;(Z#X/;V^CS\_38(OU!'<`D^_YO^!7R^O"5?;@"^O+ZZ9._4 M+R\F7@ROX!I8#W*P+F1)2"I?J)A9@@NC:Z]\E98WK%MZF%39_;XU%PHC'T:& M8QFF$4<&]L(N]=PU(H,K$UR-)-TY/\'UQ?G%IQMP1:[!S>?@FH#?0*VAX`9] M))Y\6^SIH!3;)'=Z`:H8J#4[:T"@4*[$^9%EA^.YJF3$C3STP6[66N.E)+MMLSN=EO6LXN]!_C\ M0O_2EBL`N"B?BV:+WA$8^(5NVD'%3/EU"8M/=-%Q0[_DQ<9O!,\B$X1$>G%% MV6:W3=?]FL:6[UH6,G`8NQB%9DQWGIU82[#4X5A9+0P,@E.'1"8I+(Z_9/ M7NRC42$"KXQ%!@G=2EQ.F-!J)+X$N0=@V4N/WPR^)2<(BT`IC3PKRB]%_D`G MZ],%G5P59F]!<_:VB=W^M+]T*][`),01M!!QH.\&Q`DLST=&S`HT>R'W$Q;5 M8O4YOD934*LXGZ<3Q&M@V>E"?B'+49MY[^H^Z(21XVUN_4"FEOLU?;I+RQ5" M*#!)[,#0@.PQ38Q8_>-&@N%X7&_\)+Y6LS]DZG2+K]%(8.F]?3;[UK@CRV0$ M`K,_>Y77O!@]_*(O+M(R^]XVQ:4KI*ZNP%JJ!3^S:F4C.[(L[!'+"@F*@\B* M_4ZF#5VANDVC!&F>VWO=P%XYZF.H:J*MO\?AR>>S)X-2S$'+H:CGR(HRE&8HI1E*`$7-#/4>(2Z&&@'LXAAJ MC"T?,M1H@#AC?WC8>?;F1_+,.G)G>7TBU,9NL1_YK-!F&-M^8"$S0GX?N\4. MYF(I9<+T[Q/@ZP;-@.D)#A3EV$!HPGF8O6:!6(S!%HTN;\6X&5"6*QRG!FV> MS?!I.#[<(BM$_:OF^ZB#@.A)TT/W!< ML6)04B(T.X,C:T>0G<9"R!>O3H">&,]+`:>U5,IK:`9"U)%8+B0X'6O%!_53 M1H'"&9!:IWG.";!A!R@T3!_'"'HFC%$OUR>(/R!5($Q_0&II"9E4X,P3D$X, ML7!`NEQT10+2B5&6#D@5H,T3D)Z&X\.`5"&2BPA(5=I3:)IRDLD&2=Y=+[F0 MP#"RB&V;H6O&)@Q0?RWJ0V*+M>@0_7;-+J!-':@UD@U`)2#CBSWUHB7&YH)` M:8(`S[(@Y"%0J0;<['YGN4/N$S7V39.[K--74FTB6BC MR'%BC$P;QL1R7>R9_1&K&8IE!HZ3I)E3>N5`HQWHU),EF)&X\I'-=)"*$<\8 M-'5UQOX8J`%&4@/P0MA)D3'O&VLK@XAS2VP?9M*8"+E>'/JFYSE&Z$!D.V8O M@?B0:U,F](U:MU\V=U;6:&!$]E/:`)+>.?$#Q;-!LGG2UZ1`6,2F1T[S8O0, M$%K63I"OH0'-0T&6$4+##V(;(YO8,0YBH^6*/:Z,F"W_'N] M$=*XEL'K84+K$:I+CF' M#XFE+@$Y$1*Y_E,/C=3%WPE,--[WU9)/WO2)P;00_I!2_>CMGHSYDM'4J]0$ MUCYJ?972J9-ODX=T93D61C%D"0AV&%H8FD&?E4`WG$*5#!6*G3J2>I6(X5E=^1"2W(Y3E'0:DK_TNDZ:O\CC[G,SF<2 MN$?N>:20GH`A/\*.FQU'@[](9AQOU2`K*@)-(%VI.[=M#Z-LP[$]'"!H1&X8 M&`:QZ3:J"Y],6RAX$?YR[4E)AX?4$D?3XFCQL996H,3X200C3:E%K[$8S":2 MA&TAS"*O_[N\+! M:`,*5;-I1,(!X_B+='OYK;M)Q$6UK5;(MUTGBF+#<(D?N\@U`M))#F/(1<8* MQ6EFY]<7YMG!A?FF3S]84\WKWK:'2P7<,_5'9"7(PB^>G3`!\F.R%*(:WHL& MWCYE`0_#JSUAX3AHG(D+(Q%?2&2ITJ*!1`8E8/$WUMJQA"XJ[.#D<%_0J/J< M;M8K,V0="DQ"`@_:GHD@1OM<"@=S/=U6*4\S!S8JUJOOU;/7`S4!TU.0[)0@ MS<=V4X,L1G?C\=73V>PT:`-TIQ+RA?"=4I/>]D93#I=,<<>D>KQ.[U/ZX_HR M_YRN::!I8"?P(\BR68TH]&C0:3K[MT"&8,[6&$G:;R97#EO8J8"E+1&PAY-'47>WP/U.!U@PJ`%\)@BHSYN-[C:(@D6.M3DN6L MH^1EOO\;C1=7%L)!:(38CDUD>%2P%?JJ32+2>,LRF130"S/9K+H:F:U#T#C8K:Q@"^.W48;]"'#J8&*XR[D1$#8 ME:E)URLW<$W3@@A[Q#$1">UHG\9"HIBSD)@Z>0O8C>ZUY;X74(CWJ6N5>:!6 MOR>=%V7>^YAYT):[H=FCGG6HEPSU];YH>M9G<51@V^L.UKN25>Y@ES;/=7;' MB*L:;L2.7MZHQWOVZQP-)A7ZIB>GB\ER^O7;`]=V4;"YFFR")W;AM'()LC!$ M;A0RK^80,R9]'5[3YLO1&2MCPJ"YTPPTJG$RVF@0AWW%E/C)1\34F5&HG5R"&_>@JM(ZA2BK MGHLJV7PJB]WS>7Z_V:VI!ZOON_-MEN_2]27U9+7_;)O)48TLS[01C:U9HD@`[%O0,D1V]1C4TLU:C.7A,-VOPK2@!55[T:%+G&/#M]A<"OR#I MMY(%C@PE&;B'G"5-86DR^+$3/ M6?DUN2H+^N/VY8HN&M;YD_RURY[93J53T?)Q$%C(CRT#0C=R0\O!G8K((DCL M0>N4FHEPBM2#V$[#NM)/VJEWQLOR>@X7U0$\=`PYPS`NA&!F,?WMT>9L\.N@ MH$]%L?Z1;3:=1I@@PXJ(SS;(OH=9/YFXU. M.H>"\YIH&6.@.W#<#]<\H:,\S&JH7G;L_GG,+FVI/)&/`Y>;M[]DR1TK*YRE M8A'MRHI=9!(;Q00&AA^&H>L8G3Z&C2TQUM:FAG;./M!\U'9?WT#P[9Z"WICX6.+3G#/3& M@+TUX,_:'M&V%_-.`CX?\H\9?S$_,^'0:_$].H=EP#\M8C8LQ(^EQ?\S*H5L>GFR#5CR[+,P`]B8H9V*PU[L2M4K$12A&;_0;3B%S,$ZCVGC.X<51EG4T0*B`=TZB-Q'S-'H(<8\@ MH(ME'U$[3O*/%#`\C9M,@_Q\3N^WZ3K*OF?K-%^SO--_ITE9F;#M:8*1$=@. MBF.,HBCP0BO&792%D0,Q9QZTG,'^#$CV+E(`\ M3%(SX"M&54N&EKLWU-00RST>.`$U)](G&T=Q@''T78!2%&=_$J#6FD++5!-P M!_`CJ58KTS>Q;4+7\VS']5T7N3XR6YF1C^V`UQF,%J3;%<#A163)D-5X=$][ M@4F!%?0!R\24G_XGQ5:2_!5@?)KZ3P'Q`?$KPV\!M*_.ED+#!%O&[=^7+$_/ MM^E3M8I]$\:0A`%&A%C(-'S;[?2&D;.$&T!^9?\YMX#,)E`;M9"K0($9,>MU MH)[),-N5(-<\^"?="_;C,_W=H/C46,@YU7+PF.:.4':@N+WFUZ3\OW3+;B)O MF"ZUNK]3O9)-]G>Z[BJ$D)]M/L_E]C$M;Q\3JN+3KH&@4R%P'*?L M3/)W)GE;)GGUC<[INW3[(TWS3?H]W52KP'##R+&A8WAV[)IF[`5^)]#T7(OO MB'VLE"G69:T?Z!4$K8:@49'[$'@TH*=.U:?$4N*,8"DP\AZD3PFG;(>U':\F3I*_M)-':3VY$^-^]-)`U5R9_<9` MF2&%ZF4DVA@CW;+RSG1OS9SD.GSYG77\'E M%;D.;L\O/H$`WY[_<7Y[3F[^2[1GAH9!X#N(F!E_,??(F@755><[=<'="_B% M:4S)]]>#DZ*]UN#/3N^IC\K%D1W8%V@8U%U&T'_^Q[@6':,TX'QFG10+<4_S8O"VG.#\`\+MXFX> MDS(-$RH>%T_/:5XUQPDXB(W8]GW7M`ET3((\'W?2/,L1NA^5%*';S3P5Y3;[ MN\G>8`UYF98@^9&4:]$;3%D,^3A_`OC$6+M6Z+<[IA$X5&EBECV.RP!/C@1R M(4PWUHI"Z>P2;A_U+2U+1G6,"&^3G^P.(*_2,,W3;]EVY8TR<_)2QB=@&A@+:D"=R&+2IDY[SH8J81)K-C[ M_BXH%LMF25 MX[@,Q>_C@%S($AIKQ;&2W&-!X5XP=2!>4<<7%^67(LF_I-0C!OFZSC!A\3H5 M3?T?(K831\0*+`LB&+N]:,^(A,YM5,C3[)]Z%2MVG?98;"EL&ZJJ:'"L!%J^ M2'EJ5,7"YEZ[NIXDTX]=/5(-S^J;QR;EKM%R8L;BP&V`OE2BOA`N4VI2H6^2 M"K+<_O@AIB:S.N+;EZ_I]K&@\0EK2E-[RXMTRTHD-BDYU6499=6VS.YV=0(!]!$.ARA\OVV.[>[9@'!4NB;>W(HD>2J]OS]4OP M)ME%2[B2[(F)CO%43QDG3Q(G$T@@4:,&G_)LLUZN'[:?2Y7D3@3\LP(OI87K M;;%:+JKWXAZ+[?-REZWXW_A>&O>RX>=Q^59V<0\6AX;Q?>_J05])N1W"QV)J M/!7G*HGUV\WGRI6-HVL3P($-U0NTW(&=':5"@3>6#"SH^M0?T?L!_3J1<#"D MQ<5HDTCG>8C+8M??\GS_;F_S?Y]Y/DL0=IT41Q0Z)(80!RV<`"9(+H+80F$] M;'!,56;-&XM71]KX,7=0NI1?'J^.J?&$8,SW!\3I/+919-E!$Y$(ZV8>>W;` M&JWBER**3;Y\:![%FK_>\2-RO`*_QW#37.*803<-B.^B@%*28!P&).CJ6"Y& MM)W_=Q*W(\R-KC#O[Q2.8]>`P;Q!W*2,LI? (NEM(-3;3:(>V&W!8E.(#Y M]KY;"W;H>RC"+![150NNF(B4VK#L_6T46^1I76:^>7?/;1:P)&8N"\(8IBCV MXSBE<9>Y00"6+2 M.1SQ)F\*W_3<$Y[`W=_WQ!W12:.\3T0AS=HD<`=7DS!A5:SV0'L.0?&S4FQ5 M_''+%T=/U=M9*`G=F"+L0#^"$:6X1-'6@;PHE"G&F!O5H;&.QK)@M?/"I M->`S*!.9ZMY`MJLW2:ND9U>`^6/Y-W-^3[2]7>^O`A+HJ,]H=`$W6C]=?!O'G1`1_,'-_K+P,2+-&<+C)>;6' M-]*H(E31%[MFF*+4#Z*0/V$8D#!P`Q2U:"#TB,)6@B4DPVPN[*%6P4!;VI(X?^*!*NOFQJ+Z*$5&4[U\BX0REN"Z@^\:0MN2H, MJPJL+59-RFF+$>Q!CJZ8RZ\(0 M^C$.$IJD?#,DQ4YWS,")90_YZ(UE_2C/`1AM49,B457-C+-G4L:$V!Q(O@ZP M2.F6"L&3%2PE8TXJE3I%&A)UO@:S&"/+ZTO7V;'^NNCEZN3NL[QA;D>HY2G>-.IB/S*Y:&]B5 MBQK@A^6>_U2TQ]%58AW15[1V( M;R.*VV(%#=A)J>S'1$IIJP%_3%913=AV4D>-$:A[ZNFRI*E.U0XQ.`YQ(8HB M',8)37V?A?MK3-##4NWIC`X\Q`E0L"K6#S^5?_O):/:J0[?6223[3!L\=K0' M.RG=_)A(^9-$>OZ8K&Z:L$WLC)`)`HV=%B59U7'B,M_-2)HP&*5A[,>44!UC5.'FIX)IIJZ66 M99+G*97)L_"4"JFOTO,G!MN[]-L9Q*Y/7!Q3-T$IP0$+4)GWIBS%-`I<2&:[ MHL0OIIV6H4AEH1UJX=E_*=IZW]HS*VH.$A/@"?E&3I05GE\Y`WL;P-Z(R3[% MTL?X$<$>R)43$?&AK%5^KL4`R;IB7W=-ZN^P'T9Q&M"0!I[O0A_SIM>XN\Z% M(3/P;I;.\):W%MZ_FW5^^1N]M?-NEI83M$1\*/Z-"G<'>A*/F\@S*R_0)MPT M;5$V8J&8$)LC4[R=/A:;7;W'N]PW^I-MO6S**.R#_ M:NV7&WS\JF^#$/1V/1FZ^;((;T;(MC8:\(*B-PSM`4AS?<,\A\O!TNV?Z7(1I6\WI!;@[)I!FR9^*0AJVZL9)4\\?S]?E5UB.>K[^I5BN=[_5K=-G"$9N2G%((6%NC"CR2"?1.(DEN]&; M&M5Z#LGW4?:-XLM\QF"*J,JT8I)HDV)C:6(+DI>X*IB@P3EVJMC/GDRRJ,G_ M5,30M%FG$D8CM&FDC!\T@I^E+O-@"0`F##'L1A2BIELI(B$*J%[6J#KJH(GC MMDE>3.:&RG2KIH=#,&TB0_SP38S1D\0/&)3*$W6],!5U-&_8R6S1#'5*"MD_ M]$?/8]SDI7*OK^Z;XP>SP$_]F+F!@V'J0^Q"3*,6((U]I*J@=E%95M@:SEM5 MU1!5RQZ2%]WI.$='E#\2X[,C#Q/Q%L^M;QM[1I1N+3\(2OLPOIZ@]`]D^)'0 M,"3UZGL-)>+G?+-[O2ZGV@ZO%QSU<]7OE3&'A1@1SX4PA)0@#W<(/,VO^-0^Z"^2;M85N_6C;WX_9`NF?6O/N=3F>D6+#NU"C9%GOI4^*F1Y32RI44JU5> M/4-T=?]^>`HAB5/B)"1`29BF2=2V<4,DCK'4?7%38PZZKV=$WDR1+;_$'(IG MG07D'B./)V.+GAAY@JL^$_1/10)-FW5DQ6:.-F,-SFYN"G9I>NU$K#?BW%]_R=40$C5$]$?4S9X]D0W%)HJ37M*S8'"IO=3FRY^CV+*8Q M0A![$8L#B)#CTX!T,"+$U):XID:WON*MKQAW`J=^V=`X[W(KWT$)UUL(\W<9 M/KW)%#\W-[W[;J:,M#86Y%-@J6S:,Q,13FOF?;"0MD.CA?M_O;<2/5)^;VGJ M1"QQPH3ZE#E^'%&'!%[H>B@T<-G;%!2I5;BAR]Z?7MK+:0:4V+:KQ(1Y0EZ2 MTVF%VX.3OO8MR/@1)1_(E1,1]J&L5;YM:(!D7=EG[>9ASQW(U(]HFC@!#9S( MC7T_]IG7!B"48F+@VK?.\)8W6=]?^V;GE_B26+GVK>4$+1$?BG^CPMV!GO*U M[R/,R@NT"3=-6Y2-6"@FQ.;(5*IEW>3/S4+@ZC[-O^UF4D*]L676`3CGKTQY9R?!GP,&-6,1ZSY-@Y4J9WHDH MH1E;CM2H-`E2V:@MAVS:.%S=D^+IJ5C?[HKY/V=AX'L$L\@)0@&!>Q>04-;#FV\?8!/R!+;.M/E^FIS#J#%GV\P6>&+.$9 M>#C3+\K`RF\C-R=3+WC)YNK;:OG0K"\9)HCP(\-^B,KICP*O[2&)B(N@2I78 MY/##%(P[Q-7D;,[PKJKR9M&!'7BB2K!X9,;:\,5$IJX5TPK[G[+&8N%`4JHZ M0<_:918Y$8Q][`8)](F#0MXTNSM2C!/E`W`FQK:\I*B+;?L#<.HU3].(+?N%^N;Y9.N M<@HR;F037 M5X<5^4V\[]FJ:KG@^2GQ7>*%92(?1M1-,>L6XZGK2R7.1@>VG#5SWLD=N&*` M_B_Y@B]_IN`&WU%0_WP+KBX!+WY*RKA9ZL5$>S36Y22ZAEFUA6F``HX4%.M: MN7EMH_KA`.[`8BS#Y!'IM>*0B0BM'=N*`;YH21'M'^TZWRQY=X*WA\%GV(U( M$KJ8^,1WTCC"3A1T.YI)$,GDQD8'MIT)TSMP?DEN*+ZEX%-*ZY\^EW]6B2?` MEVG]`_W[K^>_X0MZ>7M@0GT'^80X*<$L=9UN0YG0 MF,Z>*]"WNVRSTU%4V7%EYO%[B'+G[?I4\Z>$_GQ^>I09%D7H!HX;0L]# ME,3031R4=H,S%*)&%.E:\/"(F5'E);$%:$`0:?F'I11>TYOSJ_0_+',9@W6YW.4089V_<(S@`.1XUP`$V3NBC*;Y MGX@V&C>KL/O92G=EJ1O>7V?+Q2QPH\@+45P*;EQ^)R[#T?Z`K9N$,B(H]8LM M*UTUUYY+(&#QLN'+@]UC#NJTIKH$OVRP2G=5D>%.3,6LT28G5=W+&!S'X$U1 M]A03'7HPIH]TP M4<*/DD@U9Y+ZW:.+!(<+=ARO?/LE.19%M<(>@;)R47%301E',MXP<50UU#B; MC'`HPO^Q*9(?EXW%V6=I33JBB?2P\^_&R(DD\1BAU8AB'S(,H\((NH\$Q M$;HX:&0@R\)2(ORI.G3683PX;`:R30XR?A!U529^6]$UEAF"C\O,X-S*:HMP@-/5)NE+V1==VL+86% MSTM6\L,JLGUF^W%Q7([7Q7;ETUU?W=]5,GY MZF9]U`W;']=$_Z6M^GTT'I-[+=JGHO-Z1KP7>`.42)4[^>9D,_2^']1ZT7-J M.NV^OR[B.)Z'7930T(]C&J&T-V&\.HXNZ2=*WX/X@ZK>)R\'J%Y2V2YY=D)XGZ,990P3&GJIR]S8IT'J^5W(B5*QYXGU1QE* ML^<-P%*R.X1UPR>9=%6/4(%D?S`N%1/^%ALX``?(L#1*9/Z#T6DO^_\AV7A] MF_M__&&;SO^/D?G1&L"(`Z:P#C!C2&'ZVQ2.!N]/G2_7>#[?O/#G%*I.(W3_ MF.0L8"A`D4\=&*<(IPC&^XZ$,1$[4F!V1-MEQ/J"W')=3J(*8M>?1^R-39M< MGPH:8]$L76SL>\FE@=J^=@P.P([#MFAL&8MUM3AS]\@_[M8#B\X#!P%BDS\7 MFRK,-.7STCO\S[.'ATW5\@ID3\7+V^95AY.#__Z7S8:W`GC9E=%I5Y7E-0*. M!,.]P<>&AT8/1%:,*FQ^U#(!JJYN)_DZOU_N;A^S39Z4*!:D>"K'W5:?_%WU MVAEFT/4C&/A1$"$_98[O,81#[(=NZD6IT,%?LR-:#E#[LQJ@`0LJM*"""P[Q M@G]4B,5+J$:)%XA6HW"N>C1FXG1+A*M1:%<+5T;I%X@SHM1\%&>,4SN%.&/> MJ,+FUV@XSEPLU_GY+G_:SN*`$12'C$0Q"5R(?<]#"*,20.2@@`ENDYD>=3KQ MQK#P21!O)M;8X=QBO.&`0878=-"1X-YLX+'C@P&"CY`OS$2@CB.-*"3/\U\D M$BD8)AF-5*D3;R/V]+PJ7O/\-M]\7\[SCV)BB[)^$'K_;ZJUV3:?1;$7.\A+ MO93BA'D4^W[4H/,9\R.I!F/#0+(*\S(;6#\MR886WVWQW<`[A+O]SEZSX>Q%1X+$8.S#RF.M"!D,' MAB'S@Q(%3E&*9]_SS;="-(88'EQ&6`YQ"NM+BQ>4@,$>,:@A2VJ_:>;%-'Y$ MRN6TO.,ZZ^/ZS=$L#A=4>(<^G"7'YA%EMN26B2BP+>N*0;YMV5S]7R_+W>O7 M?/?(V[GQ\QE5E_D2U"_%U"+F:)YWOEFB%*(';B!,UF*552$$-%1Q@K:9ZA1:T<,<[=RG)Y[&LRY)G)C*YK9GW/H^R M2J-X_Z'Y8[YX6>57]Q\`JK>F'0HI)"F+XI"&,/%H^9]Z=(HCE$@]HFEH2,M+ MZ19EU5;ZPRDN5Q$S3;J8E([`MYR"&J+:3M\A(?*.R*5A]B>BDJ:M>M]TR`9I MQC3QQS_-\\OL*<=_+K>S`'I^X`8^B;P8T9`FQ*,M)A1%J4FEU`(R`?T\Z_TW M>7X&N!5ELE3:,;4)?XQS#1DPXLJ_B#B8L552,@P2+%!Y_Y]LN-4+R>JT?EJ<+Y8"S*I433(5"T^CT8D6JE;BU"3U6UC]G>6\(V M0M;H]6HS5A1&OR!AA?[E9;U\SC?5<-OKS?)[MLLO=HMFN)AX*>]7%V+'=SR7 M4N+Y76;IH%,/*.G^>GO"TN"J)\(6-,A`"4U>6#0I%%66X:A4DQ8M2D])RU'C M>[7%#%VCBXLA,PJS7Y&PO#0R]EK\NB[P>I']^VOVFOVS^):U>E8*61)&,,`) MBZ(PA!BG[8"4^8E8#J@[BN4TL(VVKP4H`8)/%4308OPLKSC:K)Z2[2$)E1/N MZ7$IJM]#!,(F3ZH].F7Y.MV=X9V5O>*ISL7H5+ MDX@$VVQ3VKW*%L6FWL#--QF>O^2+E_FN^/*:[78W^4.^GK_^_)(MLE7V?]FF M3=6Q$T5QZ)>#!P[&A,4!ZU+U@"1"+W98AF`]Q3Y)VJ*3,XP7WFI1_O^V-I`98\[V#BPR4V!1V']0)/+G],PAWDGL[ MX],FO",S"'V*VRVJ-)[<1_G(Z/Y-$FV*1M=<`R84YKX88=V]VCWFFP_NZYW7 MQ0B\7OR6S:OOZGK#WWKC#\0T>'SFQ%X400BI#SU&$NQV>+S8.WU,Q/+X]@2H M`G[DYNNRK<7QA@(M?K`W0%ZJ;+M*5,\FY#(UT1O`=:?D48_#7@T=R"VC"^U0 M=A8#?^^F>T!<=`TA81#!%'D^\F+JAR'QW"C^?^ZNK;EM6^O^%3RF,\X9\$X^ M`B#1R8S39!RWG6_ZH*$EVF8KBSZ4Y"3]]0?@1:)M70`0(*EOSL-QD]98>VUB M[8T-8&-7\':1WCX0XL,:3JP%&Q1<2W>K->&!TV%R9/+E`J-.WL?I#G%]HI.M M05=W0=8LI)[C0#].O!B[=F+1B.[J&C&!0O7B3+W-$.OF)4F+L.9\:9])O^9O M%ZWIEO<*^YRO\J?MT]?T9S7V33;/\A?>)X?PQZI6FYGM!G[B0`1IZ">A[U/+ M"@-$8H_]OQO81$:1S"`PK%=L%GB2TF2(:3'A&I]DR4)&BQ?4@*]`#1DTF$$+ M&NQ17X$&]\#2I\3M"6$TZZN)R*9A(XLA/W^CDOMI=?N]^+\L+=>SR"=!;`51 M[+LV=A",O!BV>'"22"V9C8$P+[R^4>&5X=N$]AJB>@CYS5>`80<5^$EK\)YC M;3*LX+:+5&(5.WN)L3*QYO28?;A9C8CWAHQ"$K`(D21N[`0H\G:(:"+U;HQ! M&.8U.3"MR1*<&U)E,W0/I2)TY^(L0 MYQW+&K59WG,7*LT*AO949E5JS0ES_M)$"MMQ,<8QA2Y*DLB&<8)1"\AVJ-!E M;?,HS`MS9%J8Q1DW),Q&R!Y*F!GXRQ#FEF6=PBSMN4L59GE#^PJS(K6&A/GV M,2NS])XIV`P3B]K(CI(X2NS0LL,`!BV>)*+0G"Y+@#`LRWLD1L59AG43VFR( M\"&D6<1#$]#E/4QMLJS@M(M4914[>XFR,K&&-'F&/4(3[(=QXB:1E82N!]T6 M!?&H,]L4FW1I0HG/#BVEOSN4XOK+_Q/PU`C`DD,&)4?W+'T>3#?G)G18*]WF MU7?2BJM-9X6=C MD[WI%]/3<9B7DU*-I!N^8'"&0Z'[!;K\,!'U-T=L%>JD3UDR:YN4?Z7+; MO/O]F>DWD^[%E]4-'[]DDH[3=;[^?57XM26-!.)L!7@$/N9L0X M>\A7JUK@EKR#GF3HTN<7L3`TBC/D0HJ.Z84PP=JT=D""RI*Z]Z!_= M\(KAP#Q^JYX5:K"'#3CNG@JJP2MJ4CJL0WIK:D]?#**N9RF5D%E][IFHWFHT M\(SPZJ;2C`)?LW^:A:[GXA`GD4?BP$;43ARG!9+8B35;90_I)EO<&A)B(1!" M\SZJY_T[O!HUX.J]"'#\)@59S$D&!%F?8PP)LK0SQE=DCD^7(DOYYQ(56<[` M/HJL0*7^ND+`.[51/X;8BJE-73^,XW9\'_NDJ2LDJX7FJL*Y@>6K"BU&4S4% M]ON%"@H7O\`5=,X90](:'>!V()\3/;EXHX&XHUD MXY(,GDC*3?EB(KFY,?.*83YIO9JZ!_%;^I3%Q1.OR2(WQ'88.C")"(H3GR9D M!R6&5J)15Y7&'UU;KUZEEQPY^*O&KEEOU=RC17.->T:W[BHY90PM/L2LNA[W M\M-E:'(_$^5T60.=PMI\6Z:+C`_3OE@16\@.K-V'!3)-;^4 M_N6&5167_%&7?#]K)9_A42=-3`Z-\B6G=1642L%47KS1(F%OV3BA3\K$341\ MU/$7FKX@2=FHKZ6A^7^W>?T_*?;(,6?V_K9NH-A,#V(DI]""GV M[0"'"22H@4!?(,M.G"U)X%E5@P4VVY+O@G71!=I=:*]UB M6C06SW(RU5ZG;7%^S%0)B3/ACXFHGQ'3"O.?LVQ? M`OZ4V+MU'<^UW0`&+HH"WX9)BR,*`Z&^W,8&G])6^[7T0X/F?"*^]SZ:.]3WX5O( ME^42^1WZT5RCMEO?91O<,R>H^:P^1"'?V>'XOKX,CV?V^(VX9$+[_6;L.[#W M;Y!(\38.^_(L*5:;,IUOMNGR)G]XW-0G5F.8XL2'?FAA+PY("-N!+?8_ MJ5X,O4;&6;A2F@5>QQ'U82N4"5HWM8P4.=-"!&EYS MF'[H!@+G"#N1RNLC>R()O4:#WM['UTR50')/RW0U?\S7&5HM/J>K]"'C`;Q3 MC9S1,"'$)I85^9@Z-@T\NQTRIH'CB.7Q_<\Y^Y;;> M46!_4V[R?^OV,^F:)].;QPSP"5CF3*5_ M5E]`?=ODJOKYW4B/*"7K,3&9\_?%\SS>/[*\WCWG)?F5: MLE$93(;I)5]DW:^,]RK)Y]FZ6DRDH-Y-YY">_J.^+#C[;1Q<`>C[HD9/]C6: M4NB?<,(!#RU>^/>/B^(?-G_V0\UB#&,7$X=2%DM]Y%%$]B/YEF"]2OG7&PYO M#2[0`.LLIX6%6)VY<[%L$-+D0MBH?(G&JT%X4PM3*OR=D^!CYAY4WM[S.S("NTHL*'M(`1=CT3>?O\4AU*O=:J/,O!9LGZ';F78 M$ZM_#$../$_1JU6B+ES1R^T,3\15=-LU*'C&)HID\BU#@R6_)@OM[SYQJ]%L?B> M+YM([\[H`",W>UPWT).N`G1V" M+C+UK7IMW$OOW0]*>O_-_`/Z*>\-T]O[@IR*[??K=M!$5-6DA<=/!)@A4SG- M_"W;O%=Z&R>>'86NAZ''%O0T]N+V(FIB.W8@\UZBE@&E4DSY5Q)?I9BK;-,S MP53C5"V]-$YG[^22(9QB:GF(.(G$LA?O$Q%`O3:=22HU$";>!+0YG'!"=O_, M^+D%IKDO69D^9+^OL_OM\CJ_SV8,!/2C!%,4$,3RVCBP@A93Y"2.W%U6HU!D MYK'2Y=86&FBP@1HHL,1++/D3%=S)D3[ M]U77M]F/#69L_3.+B1V$Q"\)!']Q:*#"-O@+<:>(.KW8TT#P1&1.DS'OEW#: M*))_:33.U_-EP9]UZPSJ4<\C"4Z<*`@1@8Z#<%P-&GF12RE5>BI4:2330K5[ MU!%TX`E.-!/$"LK68)Q*RE8?.LV^;'F(J5.ZI87AJ>B6'F../0ZI@2)AW8KY M29%L@;,5^V'SE7U]G3)7M-YCD\(3+`3.XX7A@YV')\2UZ>VPHLY0\)3V`I0>$NGL0@T M)@%NT^NZ='W2X95=H#9%4CH']:V8T$[.GTJRK.;#VIBJRE:9`S[4!OUR!5)N M$V!&#:SF&MUQ0OO'48AN-RS^=?=9OMQS0-6+1!'Q`D0" MVR$D27PK0L2/6Q08>U)GFC4/;3B_/JP\->)7&YK\QIBFH-'/%:IQ83`OZ)#^ M(P[@>&N5'WH/18Y/*>W6XIC)RK,>Z\XJL$82I1I*)?_=YIN?Z6I!BO7F<[9Y M+!:?5B]9W7&OT\@C]B`-D1?Z0>#;V,;(@79HA8&%/!PBZ,GVDM(UKF%Y[3;" MJ2%75V@Y:%"C!AW8?=L6:7/&:8T=VP]R`GNA+I!O&C6&*PSTBY+TDD;CU8@&%H6W(G M`]3&,+[E7TVWIWJZY7M@DOF^(H%B:;UYYN2"RQ&%&C@Y/\C*B1R\'XL32;5[ M&E'H_+!D^^L7JX?;K'SJ#L4K\0F_4P29>E$GHHCLADI0!&4.7JK\?L/G+&_Y M?])#590H$],4TVS)*0I'\Y%WNAE13PXP\!CGD20)O5,AF7&01-13(,&'LC,3%(I MK+:_K\IL7CRL\G^SQ6WZHRF^KF>.;WD137PWCGR'T!BY&(>>8[M6%,*(1+.Z M>=ZW35INQ)15=2292?P6E/!\[H+C.\SMSL4:?&0_/N2K%3\5B>LFA0-/X2/$ MG9BH?:F>R'3L;4:A]PO4,[4^K>9E];+/3;;>+C?LNZ+,?))4U'1?8*M$:`G1%UVU4U9PXIPY+T MRZNV*?].6^2-62T6$\R2WC>$Q-DA=%\9JO(`-H:,.K$5PSBTL1UY-@K#%AN% MB2/776(02`J'3%5"R"Z"L+!109VPSD@1+*\R9OPW;8TQ9+.8PI@DW(R^?,LV MFV75"7O]9[YY9/\^^PNT96O7DJ',UC,?1]B!`8YL.[!)',;67@01J6E8[I(=W;:VO(V.^U84S\#4-L#.@9-.7B<N:'9!WP!SD_$'.WAD>X7R.GU>9U_NT?/S,I_S`U#?-NEFNV%_ M=)T_Y?5YK/4,)7X2VC3V7=OWH>M'/DY:J)[M^/K"C%&8PP2;"BL_@=9@K$Z\ M[U'J"4!FW=DK#(WO0MW!:&?1VVBT<_7>*FFO#QF4^KA&/C0-\B%,.T`-0X%8 MF!K0'6960[0HL_QA59>$YC]ORW2U7M;GFE'LT(3&=DP0]"R?$"?P6W@D@M#T M.J@'M&&"4@,0S!N$X'ZYY0]K*73\',QG!A9#IOTTU#*H=6=K".A8,HU0(\N_ MKI6/!@]/.Z28,[O/:D<;[;V/42#/10$E41P[.`J@'>,X;H>SB8V;8Q3)JE_U M_>PX\HGY"C17A.M;=GOMP?Z%6%ELOB M._^8V%PG9;;(-_4][NK>U,P-(:2(.CY&F*6*!,:1&[EN8EO8L:U(ZA$=@S`, MGY/H7D`[U-KM"NS@5Q?6:@.:"_'GKZ`-[C2Q%&PB_I++N@R[RHBNJA-]0GH' M\-Y$U'D(2XO!IT;_SJ7'<%SO+DE&L8W#)(E(`+V`TH@D$6VPN`@CJ1-Q1@`8 MUG4%@;B6OO]MUD-B4CZZ<^1$W)1?AFJM>I;;$[IMU%4346RS-I[OSZJ;4!,J M/4,^+\G2T'&CQ(<1=:S`:2%X+K'D+P[H''V0RP1C7QB0($S/C!:F_?(FLKAI MZO-7DCX3T[8^>FVK:K,X=CW;"5R*_##T7V)9'Y#I$F,'\ZJH]S[N[7O"A-6/H5G.]>=>CU#U]>GGZ MW==@=5770K4)K?^SS/F&^OUZ!A,2NCA),([=*(P=XE#<8/&BP,(*&]5&<`RS M*UWA^5@P0.;$78)[[7JNF>^A)+QVRZ+X/OBY)15N]DME@'4:,0#!1U=EV>ZGI_K+]J'T@,Q4?:Y^$*RU M"C1F@#4! M(HZ>1QO7-0)5GOJ]K_VIY\,(J_FU1T$<*X04!DF(W1C:D0-#VJ*PL"_TH*VA MH0U'K>85O\XU@%J\`'XG7NJ!RI17SI5^1G>(7$BY:%^(EGA&]XE::>?V,0-5 MXWFP8>ZY:]Q3-NG=I@#SKG?FO.LP+^)D5=_8)A-X3G_R@4%:ENQ7-^U(.G=Q M\A6O%_%/8+$M^7J2+?Q!O2+]CWH!2(7P@X4?HYX;O>!CUKIBD,]?_`6U#?NU MZ/F9?7QY->!-_O"X6>.?O[(OMKCB MD0VP/P(O_)'X*\";JO.@5P>\JF=_^T=K?K07/!6KS2/W?/4;P((QU",LRM)_ M,"0:\^'HX="<987Q":!<-]T'XZ]UJH:^I^6BPOGEN>IH\@?[5NLE[GJ]?:K_ M[`U*%T''#AW;"A"Q`DB(1U"+DF!7Z*3`2-!,A]-.R:Q;(6LL`I5)E23L;`$= M8W062H?QM&QU=').5B^)'O7O%:BC>F/0E09?&ZZ`ZO"*4-ES4/=/KM8YK/5' M"YPC.*%7I.HN&X]$U,H"--_D+_GFYQND892PT!EX'F*+S`3QCNAVBQ1:GE#E M@W5W0L]ZZJ MZX_;RE4?;K[]WJTX5I7&JN[(_N*JV<^K_[!;;FPJD+HJC5*$'RPSFG'9Z#5& M0V859K]TY37;;T7U<&BV.(3K2+!U?"\*/0?;OHL#Z%#7@T$#BOC0=M669R:0 M#+@2V\$'1R3:Q(++B/=DUU9C.TY]&67&9X972PIT"RV,3+IQ7>Z8 MIUA@9?,U*^^+\HG?`?CC$)BWX_^/O6OK;1S'TG^%;SL-I`'=*3V2$M5;0'57 MH2K=^U`/AF(SB78<*9#DJL[^^B5UL9W$99,2*3'IF<%@`E=B?N<[/#<>7K`3 MIK[E6(D-4YR&@4W"87P;^ZY8::-X4,U^_0@M^.LG#F)"CJU:`Y=JFP7)E_/- M;XQWT>)F0?['53>O.6[W#8JK1R(ZOBQ,Y,@Z69EHXGOQTD277*7FB2H_`CWV[!#6WWV[.X\7K//NVG M0EZ`VVZF/+&1ZPD+?Q.4+E8E6M*-S6G@TUMQ`QI MPXVIO/VZ8R.S*8[N*MJ>&UFECA-$D1W$=H*\$'F.;_/7IBUL)RPA@(E@K:AP M1-V%8@^U>\F*6_X>;=NF[_&"/6#Q6D4E[1<+Q(48EZP.WP;9PE7A0J2/BX9[ M\KN[@5BHVFLA.]9"!NI!#]D`GT>O+M[Q7^<^+"N>P'VY95_'/WG(6*U1@?:O M)D0V"4)/EXT:%+)XY-(B5*ES#DNVLCX]TBKC'=*/[4MN79S\/2_RA]U#OUFR M/EQ_LO(3Z.,TC9T@3+W$00Y)P\ASG7:G.F=N M8\A1=J9OH8E[0QH5NJ0K9YG`LLUH%HI:%_'IMEUEXH&!36_2GE)&-W539>MF M9<=)&(9!D*0V<2W71@X*88H"QTLAAA=7P=4.IK$].>#K7ET_(/POT&$$WP:4 ML[<@1:@[UVI42KTAEJI8J)>M0PV4"=LE2]0>^LV8OU.^J6GE>ZY/[-2V?00Q MJS+=V'&&@=S`"^4>=)#_?AFS&_5`0P=IV$3]4.Z8'7[KP,ENTAC!GI@'TTN; MG+=ZQM=EHK2XI5=\G'%!X[DSQ-U,$*!4-8TDW0C:;')>:F;;SUF^^5#$V6/> M9-M^4,\)XM1)6$J!+(@#'&.<](.&'H%0T"BF#:+/0`ZX``?V*ZN$>VA+FY_[T#!`9$2]G1:6;.&-!$*@VQG*E2E$KGEZ2M7/.KJ7?5 MTW'42P(_2$+'C1*;1+Z;A)%/AJ%]1D@*Y6VP/P_-CV(?22,,#$C:'G#P`PRP?D"FAUXVHOK(^@]F^$/`/;/M_^+$_[)8+2)*Y+FZ1+DR#'&&&@1[6:]HHD[8$G(-\7)J9"DUS#[I+N;+_@SSH-L=?X+GYW]/0JF%]@I2@BV@]0+7))'>,`VSZR4I^_A90,[C"*8ARN"GK'B])K\0:)JJ&%G$C4.9%7 M*(4]R6?V^3W?*LMOD./$\DD-LS#ERU=@QQS,K%*O5.:B7+E\<@V,_[U3M^&LB+ MV``2$#C&I:H',8]S3?+ZL:Q9IJ;#N6K0S)1U3^W:T.EP M7P`V8HGT#*'2ZZ8JE&.(O]4HH-`*JSHJY99=O]#'/@W8).TC==VKGOQ.?+J" M<6P1QT]MBR7--G("WQ_6>R,4N,[@--\*]RGG6`SKN6]?=%NWV1H(Q M*Z?3N)58%-5/ZH3GOH[`@0Y=_S9R]U3(W$L+%PF[M$*IA&Q#O)Y"@4ZM*RJD M2O01Q`]UO3LQVD^>92R3O*)KIH)Z!0EV4R]&J17&81SYOA]&^Q4#CQ6+XB\B M:L.@>I M]Q*-T->X:QU:H"_3!)!W>GSUX"_OXVT&]%.?.1S+VHG0-I<>%K_-828QRWFG M]YB4_R>@R,/CMGRBM/V=86WP,YORJ]2/$(&IZ_LX3E,OL3Q_#\8BB=REY5H0 M:`Z,`[#>QA_9/[:&SC=5C"D,U&M`HEA8E'SEH7&OFNYW]VO:'/D2E84LNY>J M#6W:,JD"T2?DJ:I$,Z4BE6.C_TKHEF/33Q_'<_>Q1IB%N(DG>#1@W5+<":[#$`F)/3M$ MQ/%]&-MNG,+]40U$@@#WAR&^-EG5C'5+6H#)V.9+&83-5.!`Q#]Z#[VHDHPU M>;U2Z]E#+T>Z0)F)=W5>T+J.RX>;O.B>`V:Y[EV1_Q_=?-BP="F_S3DD5->4 MOZ+%L%=TDQ6;C^SC?)LW.:W9O[&$>_.Q+.X8SH>$WC0KE+A>"$,2$]M/(AA# M*T`AWZ5`_#!T;5^L2ET,GN9$:9`+'`EV!0ZB@6/90"<<&*1K'RX]D@_T`EX! M+N*O7$;`A1Q?<.BB_62]LKB.%R]WEF>@-,;@)%,A/L9U/\9GRHR-E?UW%-., ME^EI_C<#W?O.+UE#5]"'EFM9J95XMN>%(?'8\!V**`H0EJG!%`^MV>,\=PU7 MX(`8])!!B_EHH^+1KW`)).LZU9H1*_<65(I<%:A3'UKR4CEFS^2?FE1D2)ZI M2[IREGDNZ7U_*\L-?V1I:(6@]9I?@,8@H,W_[NJFO>)\%1`7^K:'8B_Q_#B, M?2_T0C>TO"0F#)(S8EN^FH'GV8H_8+TZ=!X/<,$17DD'JXA\,;\Z(^&CW*D" MDK5X32'>SCA+M;P;XB,5"U7JG*J2'G$X=_-;5>X>]R4^^Y17\WFQHYO^58BR M&'#&NZKB+[A$/HX1B:S4"YTT1`ABX@Z($(R%GH*>`8;V#:;]P:46^O'5%\?H MP1[^%3B8?B_"S"8^GNLS=C^#`@UQ!G-(6LYN'9)N8V39C4Z5W1^*#;W-B[RA M'_E+8BP/9/:5[_]V9<<1B1,8(A@$$8*N!ZUD$,&+0ZDWFDS"_3:7[`Y2_]J* M#0YR]U\RLSN;4:5G_)^)$\L0AVDD-:7Y?D'2):=97K6;_CX4C[NF_DB_TZW= M7W)'"`E)D"+']^+`#B/DL)C@NJ'M0R=!3BKC0J>,H]GE<6C#)MH.W15H\0%[ MJ3L=S[!UQINHX-@0ZU\5A MEH`ZPQ@D(>F(YH;4]\_3PSAT*S<,%+BAMV5%P;I_:ZU[\;B\V>9W;:H_=\EZ M3)A@XU&85T-,9QSV,TU#20(DC",KZL_9$R_N]K;)E]:V9;VKZ,I/;9N-Y+.* M+8ZL&"KX5R!0]R2WF\QD7C1#18S,#YR1P5#!GIH MQT2"`[S9'=-9LL[Z*C4T&^.^%(GSRJ.II$G8R7VNRD=:-4_\Z&>#B@W?T?O( M^XJ'H:_IWPUF%/Q[%2(O<:TD]ET2AU9(_#"-71AY&'O,`5M$T/"4CJG/"@>8 M5^WQZJ9=^-Y#/;)$\(VC!2W8TL);W[_0]FVF MSQE#\)'%]NU76GW/UW1X)1-;D8O2Q,8>3)W8ADD0V!%*K(3$)/9*#%!UJ`8$`H^P*2`DK/N\)YV93S>X81*7HB>TY"QYW+/DMLAW+"T>H+ M\I_P_NHX6_S<@3)!2M732;;HY$.EE-:KR((DMHGKVV$:(0CY",,`H>4BJ0W^ MPM^JV4EWD_Z6(9&M"<5Y$:S^M%`B6>>U;*1GV=!3S0W"GZO;I`DR).$;`?QE M+392=/%CS_PFAYN75Z*AJF*S@_+`@I\.OS)<]O`CJS;#@GLZ_O ML^)3=X4]NKNKVM6=#T53Y46=K]M"\H^R^$YKYL]6MN5XS&EY!/N(9:$V^T\< M^3:*8@BMR!:Z^?,-B*'9CQU?L?+LCLHCX<'-$SC^O9X`T#)PU5^7`(Y(Z-_? M;1@-H.?A"NR9`'LJAF;0G@W9>RK,59OH51CF2J`O6KR5.:?G+H'%-'XF1+Z! M:6A(3'X+3+V\Y^`-0):_@N^\+%A:EK]:Q,\%66''=5+"TJ4XX->>A\RD_0&_ M[[M"YS^,`SU'1@%.W'I][-UQ[]W[WWOFW7_NW*^/G#OH9'_IV$=$4B3N M.#0"K^;LX#_S1W;^R-_W:`1N_8N5J.:WO?/;(6_ZZZ/J>TH;L&%QZZK]O&G? M3]V4VVU6@4U^>TLKRG_OAC8_*"W:W[GEK>OOP]WQ_)-=P5*-[1,_!M>_YL7^ M1RM^7N2VK/873;?=-OHWK=9Y3<%CU:Z1LJ_H;J`$^=$D+0\9;-E/TMO==OL$ MNF@*_L6_=T,9/'Y\Y3ES@:1;`$8M7 M6J389\!_[-HU=NA#CWA)$%@A#,,0IF&"!P$HE%GSFT>6F-QZ@99=*2CEG$G%K! M,0NA*9%VR!>Z%R%6<1IY3A!;D&!L1:F/^,7A/7[DQU*]9F-`:UZPZ0OAO.@? M:0'_8C]V)5&$TQ0Y)'9=SX[0($+LA5+WM9J$6W.4W0-BY@;6 MO(3=&A]T1RA_Z;BK5^^FAM[#Y'I_T?>51A<)P./GU;N/P1.HF2T,3U6?`9'X M9:GNDR#VL1.A(,&A%UM)9..#`-&PIDP*P7.[YB"77U$>A!1VS>P/A!:3WYBO M-'$U4%3;[]Y/CB9FL=5`.=69Y"/_A^9W]^S_T7=:97?T-_;539(UAP/)*R_` ML9);CF?9=LBBP+X2B["9+;GI8LW2K3MJMPR(00\9M)@!!PV.[P-Z`PT^ M!7-JZ>IHH8ED:MDD/4_?7Z)P<2(LFT.HFZ?_G/1"(6?S9QZJ%6Y`4O)\"?BR M@''J$!*ZR$XC+[!(XL2Q/0CHQ4CJT8&W(]7,3<[I'O^MSZ*E\+)TF$0)#!([#8B/ MO=`E+#7;9V*(&++92JE(C6X?2#4A/)):)`MMV'%!C8 M'I\NU`R=\Q&]G??>;#?3_6N85N_>^>O@S,0U=#F%BSO^]3W=[+;TTRTJFGR3 M;W=-_IU^I>M=U;X>1_[F[WK23,700MV_8=SXHA2NT@)#""#@RQ+U5?S@M-]QTKO33\(H%C>A]N$NI7+`$-%?;DJ7<$HK6$X>5JN1<1%U&]Z;$ MQH6D?QGEEE2"<+R:B`T_G?X"]'=>KUR7)%&"26J3V'*])`JC/>0H0%`F>"V) M4W,D4^34KOAZUL^^ZQL75#:P+3HWQ*+<6YD6%3EQF&+(`!`<6X&SC["^%4P/5Q*#+1-S MK@"'"+YU(-7$"QF&ISA]3>0J\=S"O,[HP0]\2;OA$50;[4O'R"/D$$<3);[> MU)3K?Z/'QXJN\];9?N$+7_57].5K_[A)DD`,(Q?[_*P]28+`M:S]P)X;K[[3 MZJ847D2:/)Z,\1U#$U\PX!!__4J;AF\<8,A$7CK24_!?(NM<#:^,:$-,3Z%` M+RMMQ50)&]\76C=5OF[HIH7P9Y$W]9>O?PZO"L4106[@0SCR[``CZ$4X3`*I>UIF`_4V5IO`-RX1:$6:>5U)0K^S+"+I M4:V:%2,]6C5QG6FO!7V+2O**-B0VS"^WVN6BL<3/%7'00[DKFE7JI7Z"/ MV6QZ19]I6H#F<<\K*:+[TFM%8GR<"$G*J5S\=2#5\I2:YIS"&-&WD8+`A9`@ MUR6(1&%,H._N1X9>*M2D5CB<(7%"KE^MDN[IL4(#TWJBQ7(DJXL8&L@>%S,& M-MN'\HP)(#_=#Z"!VS<01&0ED@@CH\@2""2?J_)[7O-EE$_%?Y<-W7XLLZ+N M^S5VG.#$3SV2NA%*81*E(1E&0ZS:$0L>DX;0'#`.V$!9@!8=:.$)]":5,GDI M+LQ&HEPL,(8_49<_&X_CW/P4/B^Y\W.BGW3A2KA:W&VKD:)4.H&FY/GUAX?' M+*_XW(KOL^J.UBOL)(Y#+!RB$),H8"I/83=L@%,K%CKUIVJL!3+\&AQ@@A[G ME*QS#,,C\GK-Y$Y/ZDW@=4(JKYG?<0[^B-%U!ZK-Z+>MCV_NLP;\H!4%&\IL MXR$OZ`8T)2C*!MSPIM=V2]=-SK/]]BGMOA56-%6V;G;9%O`_JB<\<"W$HFBZ M/X'_Q8.&8G'.)?J3:1+N6I^K,M*RBBNZR9N/95TS"#Z!;I2Z2>+Z<4A"XCEH M#R$)L"73FU8Y[@+AY>JHM.:VVN$%'>"9NY`25)[I->I0B"$=12VBE?KGLW!& M^*%@TYK63;?+(5NOJQW=L&G9;I=@/PW8JH.#83]G[(_X/621MZA5Q`A0% MB>-'H>5C.W8M&`^HPLB+Q1+&6:!H-OA!AF'72"]%:^B]'&`O"#B2!/2B=->[ M11;@T@AG1_-H\5)2:IP"Y7+6=ZT[T<37.!V.S(MGTN6E#%@%G2<3Y%GUM'C^ M/*^TY2+&,#ED[PHI7`Q/@IR4*R+R?&A[7I+L4PD/"SUR,!N8!0RBZR0P07&(`HRLHQ4#H4.(!L"<*P'H!`1H<#;\#,$@(]@+ M"08IG[4W?GOA=;A@X&;7`"YL]RD3M_U8.KPL-S]$4XP^X'`"?3N08 MKC:3\Q(+N6'B.5Y*TO]G[VI[X\:1]%_AAP$V`S@#4=0;[QNIEX6!V20[\<[B ML#@TY&[9UEV[94CJ3+R__DBI)V3%O=02@[/JN=R;/ACP6E4%_[X(69P:OAC MP9E4'_Y0.Z-CPQ]RD$J%/S3-EC$$8"Y]SX8_M`(MWO]B4.X0%?OK^F:_952$ MWX>NGNC&/\N\SC[?W%0K$GHA3*CG0.HE(;(L%\>=&%X>U0 M)S#H)'Y69]0(_;%@4LOVJ5`]'Z?W7Q.F0FZ[53T+>EI,R,%YHL!+U\084N2E M3;V7#2*TPBCL;3\5=388KW^3*,JK];:H]F6V\I,(VM"*L.V0V$F(C^T$HQ!' M,?2H@X1N:BD<3K-/;21\MF:?WDX#3V)*.E$5,(OYS9D1EG.5D\'5XAO/0W;" M'2K$VQ`/J%*C0IMQRK+*JLKJBEQ7S7V&%0SM(+9B#T8H]J$%+10&@4.0!6V7 M.5>A>I>1G];-";]^C:^^RG(\270$*9P^8"096B,(^%3 M``4>(;$54-M/NL%QA*2Z]JH94;/[X-*!=+,$%@G5I):L`U9 M8(J5*G3:I_0CU4597V7E_67S:FKSHNH*)59BDQ#A*`G#F#$"SW6[L6S?BJ1> M'!TS@.;%ULCTD5^L!/F35+)/?HY"3FP'UPZ:W#X^P.M2!"]-+UB_QN2$(YH$ MH2%^9YH.KUY`#?K`KXE_R[:/DGYJY%R(.2K]TR#GJ9[-`)/H`AQDFOTYDB.XG/!6 MTW`TQ%U-5.+5LR/3(1%V6-PG[AAXCVRH51)',0PI=AWL6)20$-M>-P9U7"CC MIZ0^K+W"I)4E%V[Y,0X>,=>A#1G9HHV#&(V_F-E-##$XX1U&066(4Q@G>Z'` M5B1=P)TCS3?S](=M5&3N0?:[OLK(-BG3>!X>,+E'+"RR,$N3`R(56-S3/ M",EX!A7C:788!Q&KAI447#R0-O))N@\ET(IYE;E1E7,V!^G`0;P&UT9`T$JX M%%T10.V$>U*)N2%>2ZE*A3X3'>?CKM+O6;6*D1L%-@UIXM,`18$?67U$*7!# M>X0S$_OP/%ZKJ]FKN4SC')8@3E*>23U$XUS0U6E8=+J99NCS_D0.*;,^VW2T$8>):[GP,"-?!A[L!O;"6VX^I:5 MUX54[?S4(646VU`ZX>66'.O!="0+O42-]QGP3JQ!I=@;LA;5ZG2LTELM8!)) MU)I9)&]EWY^[VH=7F57^M2@V?^3;[8I@'+NQ16%$(D0ABB._CVP2UY6J`%(%P2A@R."(>4O MVM!^U-B1JJF>.-2?,K`GM.$I`M:0I:9*&X$(WVB0A)?7($WW;#"?1DEB6S[[ MG6"(@3Z_S;5[GS?'S:UVL_^^NV#)$ M*AX6JA_[>X4$NG&`/0L2C"BUB$6+;4`5#9H)KWT%\O";W\]?+J,OX* MR*<(Q'__Q^75?TONINH0%MM@%P%7;L\=B-B$F5O!EKMP+`K9J:R-:M0-<5[J M]7J9W]$#G'0F-,JN^W*#(+2([:/8CTC@P@@FA/3Y)1A"J18N8[ZOV:T=Q`#W M:;TOVU58W(`M$[2]++AAHLHZN3$H"OHSS0!*NJX>)2Y/7_@+_M9CN5!R>0"/ M0')Y#)BF>*0I*KR17!X/A_B!X="LZDOZR"/[W6@TP@GS7U&/%4IU5Q@VAV=OTC=T>6K%D>ZV,Q$W,N M?X@,DU"JQ&OZ:/H=3]/U=UW<\RL;;==??MRXSG;932X=%E4`KYA3FA=9.?_4 MR?:Q;(4#`^F6\E5G\3KAMM1A;8@'4ZA0HHNI$29#G$I9$=!Z&7\`8[ MU'ZZ:(5\F;CKB,_KCL$^*]C>/LFW7%Q$X&@Q'D9#ELX4#=Z.:HP#8U3\8I#V MP+;G6M2)"`UL&X8$^[BO57"A'\K5THT<1'OUW*^",0OM)V^AG-U$%$U9)1.U M.'$$'PV*7#'`8'$.1T0.I@FFOHVP%U@(^G%/RCTKD3J)3QAFEK*`IUC?];/8U?GN-MNM^9!! M8D.*DM"S,73822>AM!\2$4>JF&S*.+KS1D^B-7&49\*!#U66`5['#J#[LV1H M91*X8D&5N7"5"Z>=,(QF/]66Z?R7;&/@";")N:"9$)/S0$.A_M)5 MXI"Z+O/K?TB40M5J`SJB1'`=R&."85FKQL*ZP*')DF5FWY?S-T MVQT=Q9$;LSGWB)T$'CN6)'9_RD]\*-5:>,SW-3NB7B10<9DNP$_6+Q8$#RE_ MAI*_X?/`SN+5'5M<%P!:%Y;5_-?^">,#^_JN*/-_LW_.J<&NV&6@V-=5S?Z/ M7QA-F[*=X[V(>?MA^>99\O,CYOAT3XVN@WT<1HRUN8$;P;XL6N=UHB3G!Q.XL@G#FFC<+/$+7TK,XMY+*F" MOY%CZ"Z\Z<4"O!_BQWP'UJUDLK5_8S$4\RESP"?G6@;(?6E[H8+P'')ZRO^. M0W/"P4P%TQ`_,UF-EQ6`2F"1>,&E3O-=MHG3)\IN\G5> MKW"4>*Z'$XH=&"*(P@#VJ2`8^E(U@`J&T^R+.@E!=A!1^AF6Z8"*>:.9L91S M3#V,G73@PT`^S1KLHLK?;E MXY"Q83N(@\@)$?43BP1!XO2-(D),X6J7W385BD+K;L0`0NL,M^ML*(MXTOD@ M4WL$XT].K8NJO@#(N[!]U`>(WGJ):D3T9PS,8GY-%[ZC_%@/[/#T-K/7>@W( M"2\U`3U#O-(4#0IEIB1_6ZOS;TU5#3LU/I397;:K\F_99?-"P:]%Q1O8?+ZY M2K^O;#]",'$]*_)([-O$@P[I;W0P/RA7;JEZ=)GU-*H.<\@%V@=GUD.1P99) M._\%)AD,3YUL-,V&(>M3FWJO[T)IA'%"=GR%[!`A'%,:$IS$B6VCJ&\1`W&( M9"K71GQ^E@*VZEF:-VLDFYP@/X_TD#B/B>YB&;A2AOLB'^$2RJ;'TY[5O M_;S(N-C5[`-;GI3.#X)5/';)_J(JMOFFX075_KK*-WDZXAU+>5#%_(Y6-#5X MG1=8=V+/[(9>HG;""8T&V!`7-%[^0I&E368WC%FU;6R_%"4/1`]MZJIX;E&] M=#&-@@#R!AB>8Q,WBIV@/U7%+DRF,2(M(LW"HL[QIIFV_3$`2E$%K3-DR-J> M6^NSE&0&T)6U!5PY-G4B[$';AX&#'3>VG_)7;HR\D;=]Q@VF>^TW+3%G:09X M'E61K9_.^^JI^2P#2[*V'D6,-,2E$S--MW+:_WWSS0%=T75%!/Q M4,&W@]J@TQO$]/(J(H+\9'E,SQ";Y074QXCX1'/50*,;^'P#GFL'?G\]N5T9 M3JMA'PIJWP<'0R7!4,OW8PZ;8KWG'J_]\1_#+)[I)'[\N,M`F3UPF7:W@/US MMM[_4H&'LO@H[Q[2SH*Z>CAPW5I0%[B]X*_O\%YNFZ$-<:*>#F#Y19Q,-/R` M[4\M.]`^84<(ACE&LC!',0B(PK3U*\R4Q@B1!"@)+,28&74=+XJI9?5T#?E( MJ*&XGI$UE]]*DA`MV)XC%DO#*D<6M._\6N9`=#=?>B[&[=#JY^3<)JIJ8]2) M]^*;G5;EBCE,5OHER<%XN\VS(7&([<")`FPY?A#0T"'LE\.0T,;^B/#7E.'F M.4)'ISCL[&]+OHG6B:"8"HP-B8PI4>75DY*JX)%Y+KE9X?%WWE4\6U&+P)AW M\HE)$(<'_HDJ_IZ5Z[S*JLO=EZS,B\T*.XB7U7NNZP38=P(;60%V(<%AX%,?^F)1 M"9,DUAW-Z`1B)SS0B@0^Y+O#?3S1II=F078V/&*2L!KK;[D*'QL=P%!/,%`4 M7#^V*9J/U\W/'90%C;877='N0&'0=MOF*H.#SN"(#;U/NQ$-Z9@D]#S)FMV^ MN9);W#"FW$JX`9M]R;,W3`/>](T[#F9;[56YFIM'>]'W`Z,+^UU>_PP>V%O_`7P)[8#]8%_>'GSW\:/.3%R_^+'T8G'O+_/:.OVW.QF6?NT_9 M!LK(2'F;M?_V%XE;^R_#4#/.[='PE8FVM7C8RTA0"I/=@3GLC-?Z?FK&/2+'B69V*:YE(G$Z.CF=@% M&&A]`5J]WZ?A&$/%-!F00BK67*7C'*DZQ;Z*1BOU).SP-A#S`G2"@H.D?;P$-+*JVY^7 MAW4ZWUM>AV5I8*6&!_YI#5`9;UQ>EWGHY!^=<:0'XWC@PC59O@.G'+[/4(,_ M[O+U';AE.-595H$UL[ITS2`ILR82>.CCQ_[+RF_LJTVVL*KV#3'<[S8-/N"HX`A'%4P:'^STJ>I@-I9JPOP9 M$-]8K(S60^>JRC-D8KP%&,7,]ZFNF^YKH#FM1_SQ&-SNO-<#XE!M]R=_,V3Z^*,6=J\I!KXWHY;2:[?;'X;*Z@5+/86>96O'W0[11\[=+ M-G[+[M.I]NKK+RO5G8:KZ M?6FFF>-^'80Z5-]VKB5J*WN`P``AT$`D^SC=NYI>T7?QWI52NBGX.S57/6\" MF609)]K)&"6GL`4;TL3FG8+W\J&C]ZF%LIC?M91Z]*8H"&:35;G>B;*?&7.X*Z*(UA4$\/%1JFD,&A0V'> M(F"@;Y.7']=4E048#5-LJ8!CF_R^SNH_LFSW9LQQMVG^*OO^D)>MO3?)\`:J MY_GUTSGT-F:YX58]2+VW\V;5;;T^'S4=M`!X MS-*RTAEBG-=*QH4<#;5D\T.0I@(G'I(T50/55/M:6L$NMOI2MQT%@^0DB$$.W4\PE2-7]*T.TF:W@=%%VO33*RECUTHJ8PJ:G1`%[1`0L M\4!+?CR#5,V=EU9(/V=^IP:JBO9JGN!)=-<4XWLW--<8P*3IK3&2+Q]!3HKR M)LMK0<4H#)PH@N6^"WT6O2TUC=*^"WS%2.V[4&6Y`L[L62]7NHCMNYA+.6K[ M+E2:B]R^0S,5HKHM!;G@=*R"Y/:V M;-ZGO63JY+LJ7__.*YT&A=`KB"+?01Y-7.P3A!P;>GU3`V([D?2=*5,5F>.* MU`P-C@8J@QX,T*`QY@J4J;,E<^/)5!U^A`M./0POC>W9W:=5'$,^!!_\)FXB?8D-Z; M(R3_0>C%L*_,.'IAYO0LWZ)3LTV-(!#_,:?QYF1,BTW-9C7R-E!1I]O#:Q=@ MD]_<9&7&;_T,;P(-'LHX]"-J>OML'_G)IN*8O-5EB%\8>MZ;LVDS-&OGH9-M ME$QH2R1N+WI;$6FP6S.B:::",^][G9.F4("D)OF.+2ZV,G_+UEG^C0]9)A4D%H6^2^T06S'Q7!32?B3L0:$RD@F?UWPZ#=.R;'C;&6:O M)1KX&HX3,;H)V!D2.9NB0:',D"171,,@&`VYS^N&49#O>;6RP\`A,8X884@0 MHA02F_HQ9J,FV+%LH0>Q)PV@>56TY^&!4&SK8&*)[M#3L!/+GVB'38[FR".F MQ:,<0^6$3YD$HB%>99H.A4*KFNA9HH*W%UA1@B*+(,]'CDTAMB(7D<-H)/"P M.\6W"`XQOW=I!9OJ7T01'.=A-(`WV<>%G)*$TU-/(:G'&UXP" M121;EFUO+G?5ON2QOI!'-MF:3;=_RWBWH)7__]U=VW;;.);]%;Q-]UI.#2\@ M"3R2!%&=6:ERQDG7/.1!B[%HFU.RZ"&II-)?/P`ODFS+$JXDTP^5?94V)G\:0S2+B%-+17`!QNOI6U%\K@9TM+2LRG>88D/BV`8,' M]OC``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`7:_*^"C4B;DG7J MAG_%S^SMVG)3,EEHCC^`(06;:GW/AZKJJ>@?%],YG'?@^_3FOT(\9M\@4@)= MZ31!83G]F#.FU`$`Z;AOD?95Q=51.E3 M[1*7 MCF`P1D*O5MI%8%E33_7G*S#B!@?@5T>=G*,''7Q9A;44)3&QG3]`\3':18G(X8$NJDMH;YH MV+(^G\JR+&KN99[-2ZU1BJTK[()%U9"6"L?C)Y10<=\TE%.20+."F?T?O\Z] M^K4N^.DC?I\5=DC^8\S!5]"!8>`')&.I=@I#&CK4&;%!IN;&A507D&6!'7#U ME^5A!W!H5I56.T`&%7C*V%A3YLX)OA.B&,KY=/L"_;IZ;BJZ/Y/.&_-91?_- M$FYV7/B]VN:WMS4#^*G-VUVSPL@A212&_'JPQ(4X\4DP@D%!*'5YB!T$$Z;6 MU9;7F;^+>WR@!VA#_>7#8%#NK4;`FKX?4%^,RWQ2_I):7>U6#M7/)-;J3JJH MLR:EPG+\W[N\;OD=SP.J?/-^>U?5C]W6[^?BKS9A1/VY"C`*,/0"W_%<%]+0 MC6+H1Q@F24*Q+[>'9\BD9<'=HP1[F.`()_C"D8(.JNRZLBG.Q<1V!KKEU-4, MTU;45(R[,_)IF/R%Z*5IKRJK+592$4G9W&XJ7C!W?7=\3?=-7\665DW;O+JE MNSG`HA'$/G+<(//"B'AQXJ>XAQ5D:82)V,534Z&1Z=9J%U2U#,:)Y^8E-=-Z M5,3$=$GAD%/9`_+NK-?Q"R,#>-"AOSKU1%DSIPAK*YD)D>S)WJWDZ MC7`5ZV]Y_6?1\L3[4W&[J[LJY0/(@V%,2!I1GT0IQA0CY"2>VQE.LXB$8O<# MF+-F.>$]P`0'G"IIKD%^SXOR/-3*R>YI5H_$>%Z"14N.YR!:\:&CAP*P7RH9 MM>MG0][C(1+-WH=?P.>'LF'_]@,P$6W*ICLM4>ZGX0W[&MP6=9NS_Z^+KVW_ MU%'_B-'A8ZY`\U#5[;N6/_5]_-O\I_OWC?*F*=I&XZB#8`A.ED>;#M_L%=/& M':ILM73ENNKWCT\Y:\7K$\M%?6UB2B`,LSAU,^2DCA-2![K\80`'A@X.?+D+ MMLR9G;"N>L1ZLM!7NZQ:/P!BR3=+1-XTRW-D_>X"PUT_LN;+8\ M6H%NY1U#NTR;V""4)'FJ_^,[K[>8%QE M)`D=D@:.`[TX2A,WBIT11.J$4K5U9BU;+Z*KFJ8[I`J2X>#[WS[6Y9;?0;'I M9FSOM^QC&=J_2RJBX0"(2>-\W,MIY-FL\60UQ<12*47D&B\:@XRL?$I=''N\,,,+HCCU(ASL=3TAKB%)5;1N659[5."@ MI`,NY[^3%(B=+? M?GM^#\ED5BI+LX&?DZB:C2J&8OF2J>Z:3":J19\)F8R_ M%75^?RHG)A'Q<.JCR'=1!G$:)`S<@`7!2.IJ<"L`+&>C`[##M/)XOF].0#4" MH*VDTW!O5%)?166)D_TW>5536?TP+5]N#?@HKKNF"!47X.UM]5A\J)J&,E+2 M:MN6VQV#=#U>8-DDQ5U5%_W/?>:781+V1=.6MRL4I0YRO#A+_22#GN\[D8L@ M^+]Q MW'\'O&>#`W1PP#Z&9OCYS_VUKJ,#4RNT.M7GA'J"`"Y%KZ=P]:5L3T:O3?6F M[*_E_79%4^P'G@IBX)$!T1A4DH=>K-(@S;%00]C#GD6S@0UM3;1@RF M%.\!__*U>P!J5KIEH_?S*K>TI_K"K4:NA&Z/>?UG]HOQ7V6S(C"(:`@#3,*4 M(.HZ+DU97D](&`=9'`B]$:[Q\99U]H`(<$C@"P%HE3%84Y;BR MI'(O&3FK7LKT+4:5U#UXI3::9"BJ2)JWQ7U5E__*C][&1MA!V*<^RSM1G$6N M$WGQ:#F(/5_NP*X!@S+=1NE,[ONC$RI?6/Z=EUL]G5'C545WK!.JJD,B3$Z@ M0J?X$58E+7(7J5)Z'IU5+0-DB3RXPEI*4=?%NB[:7;UE'%0<0OM0K0_GS`;C M(4IQ'-(@"5WH4=>-4N0.QL,H#H1*V\U:M)PQ[:&"'BN_&8NC!3WZ^3B7$[N?AF[AAW1FHEWQ?1V3]%]\>4>671SPJQ@0S=PL0K[K!0$>+8DH(>J)W?&Z+XXM,S!M.2XLGB2A0>4.# MQ=A/4AK&.$:)AX(T@(D3#1:C!*%8;-30-F-YM.CP@0X@&!#^9P<1<(SR`J9/ MZZ7185)&Y4:%Y9$I.@I,2JJ:^FN3>TGU+W%P4NV-$3>[RIOSI#+>JN14_::X M+[:W/PC]G^Y4[+9K9_DF+NNGJAX'%)SAT*/$QPB%KN.PX20(1M,P0$)5;B;M M3:+S`U+`H()G6,$`5E&CS#`NI/R3DZTR!"R;9ZE!87*^=48'$[P+#1,BK+P] M7ACE=!D#AUF7*GM-4&&"D%:,@UW[L2KWTY'(S_BI&0P1"6D00T+IN)B%$N0( MG571-#'AQ&!`!SIX.FFL"I/B\P'+)*K/!6;E3WX*8)E'_?1?ED_QS/^UZQ>R M?@VNEB'K*VSJ2_7\JR*"_8I]R]( MMA9C"Q)M/3].R+8!8B27:'XOOE_7FR+?-H.UU/,C%,=QF$0D21V80`)':Y`B M3WY51MK$I`LQ#!T8X.DM"<@S*;/:8I5$G066&?E3646QRJ.)A1,Y/F662EZZ M?G%U1)FK94BTMAQZT>AE\`P)ED2QR1(1DR8_4],Q"<`8EGJ M>P_&6K?.!S`X`7HO`/M5T/G17>+9>P)Z5\#@B[RN31'"2Z/'PJ(G-\;\.P=. M=-A:6`#5!K?G@3RJ$3(:Q4O#H#Z5)P?+"2,T^Y`ZI:_5#%U`>'C^_+TJCF`= M/=PC@G$QE!NH_]W#)SI8+RZ,B@^A31?.2V.V"49/CMJ3AFKV<7M:;ZM9^H/X MV%VU^>:?6_YJ7[4IU_PFSG]4S5/)OLN@_M$G%_N)?11[*(4I3@A.*/$"FM'1 M>DRHT$4^ADW:'HLY5O`<+#A""T:X"FIME/F+@^I=#!)HHPQ5F(PX1& M2>:%GIN0T:8?>T*W$QDQ9'O3[76O`@>,"CM'!JB]N/\V+:N2NW`+)%1X0VY: M8A6WY70)OK@W=Y&%TSMTYLB;7?U-^E)9:%W"2O]'?MNUKFLVIZF;A_*I7[G\ MK9O\O']YE)(Z#HJ$Q,(O<"-O-%\$B2"=ZZ8M6E9_T>P8(\6#%L#/=ZC M2]WEM.^;A7&T7,QN#2D"+%SLG1Q0Z_LP\TEMRJ M[#9+X>'GIK_\Y>ZPS+8*8>IZV$<0TB!!'O23,!ML$,\-!,NO%3[8\D!R,UQC M='>T,BTL6BH\71H-+%,D)_F3LR.JVY994A/GZUV]OQ;K#E3M0U$?[W=<\=O+ M-[LUOS)[V!3A&QZGK\]J^G]C:69>;LR5@68G>6?LQ_Q'%^?/57S+@L\OO>[?@WZ__2]>N3!, M15:4Q%&,$P(#)W2=E$T^\+BG0:`?13+749NR:5FR1YB@K<``=/]:-NLBH,,Z MSK$GO@A5D,(3ORNY[.S\APF=ZO3,.OMY_R3;'*B$,] M2J(X2U+L4#^&"(WVV1="YR&,&YVF;/;5#.4*C%@!!\OODN1P)6^!-D?]^=1L M5M;ETC9CA%O12%$"SXBD\1@L1"7-^U59;KRR:4U=W1;%NGO@@]NYOCN-J%EY M$+HA=J/0"8*`(!*FR3BI)>RK4.Y&?'-V97JMTL7X(]3^F1T.EL\FWNK2S=0) MCBB1YU(UX-C+-,<2=9J)SDV1;\I_]0+"W^^YWI*R>:J:?+/"*'1] M%Z,D35P?I3'QG3V.V/6$S@Y9,SY;XC-B[L?AX5TM-AR/R(WD0#I1T6V:)JT>OQ:]M=F?6J+ MIV[*VY3\KSW2P^1WF`T7'PO6+;9M?L]2NRQ&,/!)%,9LC"#8"=!X1V,64;D7 MS"8!9%FE1Q_`$>HK<,!WE'XQ?1CQCT\='OW2Q$)A@OLSXC%I:!P1?-KS:1O16'HIVZ:>@Y*'"_P?1SAO=W4";36H66-S;``?8!X!3J0 MZ%=&)S_EQ:8]8C2KCS_9'79?YU4]SD;?].(65M('8P9LF$ MDU+JX902[/M1[.$L@6(%7\H?;KVRJ\<#.""U]T?E^1*;[5BE2K862X8E*XKS MDHTS"J-,W$(411U_9:@%:2A&_R+D"M$L<'QFQ?<\-R00)WXZ6@J"3&KC2>'C MIU4-M?=$55B35PX+A&EIQSPOAKYF1%`_).E;H(+(>G!&0Y3($"@`O-X6C]6V M??A0?JWJ?9%[%F?\MD`G@(0Z3*9HLC?B.8+O*ZA\LF7MJ+;%NPX3Z$#)URXK ML75>..P3):<9\W`D6@UHFRNUL'XHMZTG@]_QQIFG<6YR<2<>T:5Q(4J;O M1V6X?1E0GKY!#8DAI<@G4>#P$R$^/T>0Y-L_Q[/721I!DE(""8*!ZZ'`I\X^J<.9T`$(\U8M:]T!+F!X MW^T!OTK#.LSRLS7C0;@TVYV3?SDQ_.FH%YU$SQD"M0FV\5!]+E=2.9GPI,S->9:Y(C/8ZOM_>>B M?N0V#K5,29'S$\[C?L=8]L3W/591ZK*.3?@;&3`(W,3#T3[MY`]H2$ULC5NW M/=-E@-^QWWOL^MNS4L4!-=CO\8VXG_T4=T)V&FP^1(+SXEFC(SE1MAL8.[-H M67[/3:NMQ6HA:FO1P9<3;\M4*JTQKI"+'2>*T\1)_<`A289#.MH('2>0.Y0G M]=$RO5;IW-VA\SY?[YIQ54MP!4N8NZ7T(B7L9U:F)`G06E__+?^K?-P])E5= M5]_Y]"-_8O_2_E@Y)$M1'&2.@[*8@2`DV*_Q0T2D*J"-&IYKW7T`#/:(P0C9 MP!*\>AC4E^,GB8"AI7D5\B=;I7^+2,D5>^UX+%`/S?DFL))OB$!A/;TIGH82 M^NN[XP1G16#H9BZD0>`@EKR@P,/[`C;B^T+O%VD;L:R3!UR\PSZ?*DS<)]^B MZ$S_TV9U(7U-WX_*<',SD),\!3UDP#`;2$F4HZ">D4P1`$,)B1+WDV4D;Q`I MF9#HAF,A&FG%-8%TQ`Q]6DIZ4_"J!I8*O(121N>I^*_@6@$` M\W,1`!(`'`!H+3(P,30Q,C,Q7W!R92YX;6Q55`D``[0%Y52T!>54=7@+``$$ M)0X```0Y`0``[%U9<^,XDG[?B/T/WMK7=9OWT=&]$^!5[5B[[+&KMF>?&+0$ M29RB2`U(^9A?OPF2.FQ+%$@"E%PU$]%3,@DDOCP`)!))X+>_/,^3LT=,\CA+ M?_\D_R)].L/I*!O'Z?3W3]_NS]&]>WGYZ2___>__]MM_G)__S;F[.O.RT7*. MT^+,)3@J\/CL*2YF9W^./T;_=3;)R!R3Y.7L3_P0Q`G0 MS,_/:U)GU2]X^/TARO'9!Y=9:.H*.',BF+QZ\7%T]/3+\\/)/DE M(],+19+4BW6MO27H7^>K8N?TT;FLG*OR+\_Y^-,9,)WF#/3KDK\^TP>ORC^I M96G9MNV+\NVZ:![O*@ADY8N_75_=ERR>QVE>1.D(?P(9G)W]1K($W^')&?WW MV]WE*P*SEZ@H?AEE\POZ]@*-0/K+A`K^IIAAXF;S!<$SG.;Q([[*\MS#110G M.>"AL'Z=$3P!>B`"69.52@#_V99(\;+`OW_*X_DB`9E<=`#]CV6/;S'!?Y M'S@9!QFYCQ(L6`:LS0TNB.U"8F7`TM+@['\F43K^@Q*YCU*4%ED:9Y6RH,I5 M'#W`W%#$./\:/21BQ-('P>#B*G'>X2E,Q"\P&!>W<8KS8>75"\)1!7:-G^-1 MYL;%R_$DUA[#445V0Q+H'0/WR!X`!A?65?P=_T^Q.8'O'$05=.XV7";Z9U+@R0RS9>$+I+=+$GPB`)P(C*-XA2*H2G!N*QZOR2X>'&R=%Q.';@H M,,EO)B[!X[C@)1K1>`2*DF',9J[='V::9TD\IH$')TJH,.]G&";]`_`.U!(& M:]^+VXB`L&:XB$?10:/B0ILGB_<%_#_5-EAEY6!B*HJM'DK@*W?J8#;"V"[`HS'ZGQLMXB)*KG"4XXWOQN(4M*+` M#2Y,P20:@2/^B&&U5#H3K5R9+H1X@8?!)J(.!'J$)=X4WX$A4(`! MX\N21]!WMRX7 MB*6E?\F*EM$RQKH\(#*LC-X7Z]UPO7L."RT?UEG%RV5*M\FKV:1^UPRI!8&^ M8/V(T,5M?HO)_0S+Z!?D#1TDQJZ%V8[%'&T=A^98&)K)4+,\-C8ADNHQ%WB[):`9+]UN234DT M[VW#78@+8?)Y@4?%IC-5^W;==J MB@78^+;V"-G&$.[-B&6\W;C?B918!EB&R18$^(!]UX@+LGF!Y5L9400D-T\I M)ODL7L!R;@0%8$3(;R9[*K.K1FB[@D1SOYS/(T+77D&<0@>(HV0[@-.=]U:$ M^3#7H3>)[37,O8-O+U@'SZ]QE"\)/AC#:ZH@`LRNS,KZ]1AM8O\WZ1W=F2#0 M@VB`B*DGBFM.A"#6SR[3Q;*H,YK_NHQH(+4TRY9]D7,;(EANU4G;$!`!EJ$# M'Z[6&U@U?J93,$\$%;2*'F! MOG\SV?6V,T-MJ(I@:^>S-UNL79GK0%L$BY?S!32*QW0'NS,O342$@$X+3,!C MJE):-G'PSOC9Z(E@I=VXWH*`"+";;2B>W;P55<%L+0N8B]KMQO>B*((=EMGW M8+6^P#YGV?@I3A)P'Z%W1>DT!NJ5$]6(C*&>0&B5MM`\(T7\S]*U8_YTJC=5 M@6PUO-I&1.(H]S4B@M\!0/JN)K6-O$6<3)IT^PI"&;]LMW\ M-4S3QQ'0ZE6=/"_88!A:.ZX8ANL[C"T>5QP#=)-#31U'`)?I>,_8-H!(VC=^ M+"&]_EMPCV%I3J`@&/Q3YMI]858KOJ_1\P%`.\IQ;-J#'WE1IO(%&<'Q-*4? MFF1I]>'&+0'5/%?%68R"!V&.S/F32?69)?Q%L_WI\CJE.=_,X=FNQ#@RT6JP M8JC'$=HMR1YCFI%3;\R#HK?>!B2;5Y^"+F&YMW7"3#L^N#3"D>GMW/P)ILEU M\'C7AD5+/KO2Y<@:P_"XMS1'&-]2LHZ#P8-:[_E=EB23C#Q%A"G:UH=@7V;* MC[R:X;TNPJ=!-R.+##H`V-`D'N'[131B&C68:_.!60>FP#N:+^?;G\6U23[K M1DH``_68DTYYL,!$C`\3V^?GE*=;N2\+@MF._VM%@0_<.Q!$';-A1[B_$B]0 ME&CYNPQG+MHH_G!E/B`91O5=!?LV?AV1[\`.D"R_5BRGKNU,FR3*\W@2XS'* MT2-P34O6Q^ZQR)`?><&,E.D&Y,U/]FA'!>"OW MN@T!(6#I%XWM$6[7$@&+880Y7*TOL!LRC=(ZN-\(95=!GHVS&%)#^=Y0Z'F\ ME?-+DS"^X.9,LOW%^0-YO62NSK2H(@*7Z?O23'+DVP9_EAFZQJ%*7$!=9>FT M/"Z@6D?&!5.O9:LJ`F!QZ+R]0Y5$@6*VRL-U^T*$61(FS#)3FR:E+@YFC395 M$`&&158,]41`:S7MMR$@`BQ#3SU/^#]4212H/=]6 MM!IN.-$6Q6(5+.#"43,I<0Q,H^0>D\=XQ(T/!HJBV"F]#:[L,%$4Q4YY6L<= M7M2?1'-AB)%F7Y;N\;0^6.;8V/C=`9ZPJ&N$I[.BSJ+H0$@W^_ M]-L<1XC&?U_F]*":A[@81U^SZE^@]+;2J@`LPS9K,E04)'Y8EO&+KUD9]_XC M*W"RWC-A7/9_)`8$*VNSW5D?+5ANY?K/X%VD4>("KP"=E%N?L)`JDVBX&2>O MMD6+:/U!YK8A[/*\G)>:%`_A]&Y5L%@8G-E6%'K#I2=X.#"MT"//Z5X3PV#? M6$4,H.W?]9Y8/5U^S5:Q"A@P0&Q@[_0(!B9;$M*4&`&L$P+J_?_2*7A7JCO7 MG>B+8?4N7R*:JP3+!:?,PT"M-QO+AQS_8TGS:!X/ M;2_L*23IF&`]S]J MFR/1C^1`#!W,H^A`9QCHJW\YH']+:B`&.FX4"WM^[LJ)<0\JK: M.25$[Q:7C1+^+FH<47[!!5^@;PERQ'J+29R-_92S:'>3Y8[[OH@(9UGO(\P1 M^U=,E-)N& M7A@BE_-E&:/QI[)M:#W)1KM8+-F;1/E#R>,R M/Y]&T>*"CMP7."GRU9-R+#^7Y/-Z-*\?AXW@7F7/W4SHAU,/>7EOT0IK0H7V M^R?`%O:D&&J!*>N&83NRJ1M68`>!XUF2Y6B^H1N2Z;\6#[08%1E9Z>;8\BF] MB?Y"*[J66AEN\6Z`BEE\RA.&XQI9_D0R::-`MEP9%V7[4YKFI MCF^9AN/9:TEXMF5V-#GU)S(Y_F(>?IQ;]0^:*.?A/)ZFI7-*-@'6U37A?^#Q M%+<=^[J1#VT?V3)2J,Q<3;5!5:ZZDIKFV5TG7^TG,LZAA#^PR38MFZZ@-UZ" M:]RT$FU+*@Q4S3550[-UY'N2BSS;46IIF)K1>7%Z@E/S((M3P?(_(6M%DBZ#;U3@XE%UQVTDH5L&^I0:Y+%GNV*(UED!V/I9I4=%3&$43;! M=O`DHY_)C.JS4T;546H,!MJ#:JAY@:2HMJ,C+;!TA&PD:6L9F:[\TPV<_&KID.;NA_6MH^HIA_;:5`#TU`]4]$ERS5LPS(UW5C)PC7,P=92BYW9&1_6 M7L6JX=@NP^IHW[)WC;:_N47I=ESW;:_=Q#_*_GOC7M[5(;EO"_J)1H)OR%4, M:]YQG9K=U?L8#F"H&;YD6[JDJ:;C^<@S3'NU'C9!H5W'?/U?CLS'TNQ6G_SM MXFTJ3L\$'8"5Q]7W2G&^R.K?P##\.:J.0<;CS2G(1\G4<98Y*#[/06\/<5H! M84C'::H6>I+M>!K,T)X*K5JPK/)]U;0U!QF^C.R#BX1WG+Y.&9V%G46[Q4D' M*F%@0Z=P;$U%2-9@R(<>(J\8,L'#!A\-9T,)^X3Z\7:%YB\G M/G`?MVP51E?34%Q7\5S9U)&B@(9T54*.++M'RJO;G!6P`K^M#.=EZZ]#N75M M286F&KB:(JFZ8VB*8=FZ[*&51&SH)S].;@$?PWB;X"16WD/XWCN`'TBAVU,C M=&&%Z^K`C&8ZINI;@:SZ*]X<33W8NSZ.+8E3>R9"U,Y@W5`V M-)DF2]BR8QJRAJ"KRBM^D6%X/XYI]=8X@P7UD>T!6WKK]&X?X`]+JN*6@MF[ M<]]8/M0#V[8,I"`;(==4)%W6@K4(+`7]V$;046D9?\FV-(';B'PO&_^"G_XO M(]\;M+^[:!B8+I(-L'I5TX!+TW$D:P5/<7SMQ]F_$:%X+D)MJ?/RKHZRT?LH M16F1I7'6H/?]Q4.DFY)A6:IJ:8ZA!+J'K/6XAUS+_7&2PT3HGIM@>PS[-R0! M$$WJWULZM`S`XNJ^B0Q'5>0@D(RUWR2I2E>7\@2SKT0/^7WDVE+Y'HGS[W&2 M-&C\=9%0@1%'-7W7ALE'L715D2Q]/?^84M<0U0G&M46HN9

W1L)R;S.)W. MHCECWWY;(3043T**ZYN!+`6>INB>[JV7W6[GC#;CY]`[1]'VL()K_!R/,K<\ M-IK)"MY6"$W+\RW-5&%M+,/_;-M3U@:+5+OK]U+FSV<%/44[1)P@V'7;>77T MJ?-R'?T](^6]6@="4"VHA)9D:;IBJH&.3%5R`A<9Z]B>+W4VKQ-ZZ.\(LW74Q1@#5>WI1\H MW"5,D9D04;>TC`#6X""`'*-T?!VET;3\8GJ#H2D)M18S,6QH-O7"<[DQN3=ENEA=-MM)<)30,.W!,WS)E M9#NZI1G^9EFHN5K7(.H)!M+$FPA740_A\E2WX-1K#9#*;1*-]D]-#+5"UU<# M39-U23<<37-AR:*LMPQKJ59]@9$ZT.?&7]I'V>Z\8/GILJA8ZANOYCJ>X MDN)Z&LW'V(RHGN9T/7O@!(>H8R80=)7WD%:UE:1S7^#%%OKJ*V7HB!B4#;/R M*GYRBPF][0%FZW;)8:W)A[(C:2X-I\FJIBIT#\5U5E(S;6VP1=R0^93]S&>/ M30ZHA2%L]S9Z*2_+^YK5<%=\XOPSR?*F4?%0U5`+?`N!K&7)LW5#1DC:=']% M1>)/91GZ8R\AAL=9S$BXH41?9DD&N@(VT= M@Y8TIVNR5=#D7;K5;;86:8GNF8MN2Z_I(4DQ/4]?+0#-0NQXZ\#%R M&D[%9+LKY+17.W=XCJ-\2?#J8#DABYYWK826[TF.Y3DR\F5%\RS7VO1Z176[ MQID_1L+&,5<^?54QA#E_SK+Q4YPD#;:X*A)ZBN3(MN1[AJK(CF+*KEFGISB. MX4E=S_S[&#D?_0VIHQR/%!B\K2_%OB7Q"*.DU"8\7C%![^\ILJSIU*T!Z7O.2HZ.%'0-ZE@_B3T>4QE'FJE9 M?!*TRR?9VDEL-VOS:#%T=4GR==MT?*0YOFYYNF:M9.O)=E=#MW_XM=1I*6:8 M@X(JZ`T;8']B>@,L<`?JC*;X6XXGR^0JGC3?_]&=;.C[MN1JAN&:;J& MAE92"CS4^1M3Z2<9J`<4_D<;E\NH7'6GWV.4X*T+YP0/S^\;#I$>2"8L51W= MM377E$Q$SY6H)*T[;N?O74\P^>OD!^G>ZOEH'6%UP24]1KS8ON5RH/ZPMWV: MSB[K=)DK*Y*MNKY/4]K7!G/?Z_9@ M`@X\FQX.I@:!I[FV8UGR2JZN[W9."3[!#)F3M_ZN6OEHUEX?:UJ5O"5X$<5C MNGA/RP39\OB\ZMU0WA(KGI#&^S750HZC*HYNR(:KHJTP0M>,5_D$( MTMH0O:F*R5_C8I9M7>=S\Y2"6F?Q@BGSC)E&:)B^K%J.)-/9TY,46%D%:_XU M1^IJM:TW#C^LCR-*UJ>])1A$,:'WDF.YW4#ZHN?!GMJ2>G_V;O6YC9N*_J7\+[` M1SR;3!.[4WN:CQA6HFPU,IFA9#?IKR]`TS->"RR66TDPRB4WL+G#/N<`% MZ9UW*/UZ]\A^#2SU_^2)NTY8'# MWER5I9K>OE^T MR;BV6[FS)Z9^F M#[=AOL@5&:^VYAG1@>:#\."Q$51;KZ20U&"O+0[RL,_8F;;)RR*;'Q+0RRL@ M,WG(^1D_?)Y.LR>AOKU=XC=YR.@]S/--T:/Y:X7LY.%OB_G7/Q[3*QZ^WM[/ M/FU'^%"IM(%Z$)D'91WUTA/FL1(64;>6/_?VFJIB]4/#E[OT*F$:Y"3I[",_ MD&1[F`Y$[[$5RF#(0:S8.>1-PPQ.&"Y-E%"A@E3'Y<%UK0#P02X`NHSAJ,S@ MA6^,'C15WFFNTS\HV=MIWCP,`F#'7=)FK8>?9[?W MD]GDC_G#_;$%]7Y\)'),N%(8I#;*6(2-LG;=71'2UZ^';V<'=&M%CI-%?AV6 M1KL-O:BY\;P95D@1'I@GVE,,0#"7+0:,N"O*E_YFH%P6\>QFL/Q20@]O8^P>Q M,[#T,/=[_$JDRFI-F0H4$0(.#!7/L-'ARLX.<2\W!G6X'+:5Z4>30ZE7=7CQ MTF@]2TNX5]J[H*1-PDJ&[TI"0+DOS=#6V5/CC?T#0SD$V3?N&CLM;WNH7OK* M2`,P[#D+"1*DC#$@4",=Q.U591<>`]$'`K*BR\C-1E=[#^F\448P8[EDP5*- ME5JZ49)`N!?TH)J=9Z3/A5@^W'^:W=_=WV2#80/`%6A+#AZ\4NS^LNB#P(8' MK1-C,:?)\EC5>\U2$:&X.&F%&ZY^R#$?6.(=#VA_N?]]^O?[9&_^>?-Y,OLT MW7'#MKUA5!*#X1AH+LZ;A"$%HHH;BW2@F)/24ZD*R7!.W.8]ROA$^'=>$^UJ M&I&BP06`9)]A"8@X#;KIG@=W!15B3\5E)[Q%$BP$>+K^YF+ZD.,`;_/P]GG?ERY#NB89PPQ'7PQH-/EC?*3GEY0&G?Y\1@YU:CHLMY MA-N1+68Q2;NP739#^VOD@1BM%`[!I;F2$*IT=D+W3*4)-/5H_`@/:BB4"K8$ MW3TFP<;OD4EN+9(1'&C4;1.64(% M=ORB$W3!P2+',<2.Q>T45@TLJ%6OWG$GHUL/7G$=@.PV#S+ M/QQEHCTWC!))F8/6K)0R<&2!8M=T+9#PYOUZ/'A;#+MB07?DP#\FB]^77_TX M7Z3!S/>P8'O3J!&E@E%.C27<\5S,`37=`ZN+0_!?,P]Z$?4)_O'_2I/G_.NW MZ>)(Y_@7[6.N/V8-`2(D9/KZ`*3I*':B]"2^0GMJX+FA%WD7+Q//.Y:C%XQM MC\2`#"9IPQ2TYSGAOY6K+&8DT/1O<86>"G/+7V+IZ$'DI8O(;Y/'SVEX3_/9 M,>O(R];1"HP-3.>#TDW'+0932)0*4Y(/3)1>Y5Y"F+]/__IM^OATB!_?-8M>(>\! M!\8Q#UX3[:3(N`?W#Y-MD-IOL<^[8TBZFU8IP971P M`7.57DJM;-F(:>D:4&.1VX'1/TG0)QQ&N.DL[70_3F_V46'?`]'DO8]P"K!W M(`ABP8N6K*Z\].7;664_$C^!'!\F"1?[,%GL6R#V/1")H%HI1D"`)E)[[&1K M[5*)B^](7O4!9H\2+R%'N'_\/%U\F

XML 139 R4.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Statements of Comprehensive Income Parentheticals (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Comprehensive Income [Abstract]      
Foreign currency translation adjustments, tax $ 1us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax $ 1us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax $ (3)us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax
Unrealized gains on available for sale securities, tax 2us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesTax 1us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesTax 1us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesTax
Unrecognized pension cost, tax (1)us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax 1us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax 0us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax
Unrealized gains on derivative activity, tax $ 1us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax $ 0us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax $ 0us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax
XML 140 R12.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity And Cost Method Investments
12 Months Ended
Dec. 31, 2014
Equity And Cost Method Investments [Abstract]  
Equity And Cost Method Investments
EQUITY AND COST METHOD INVESTMENTS
We have investments that are recorded under both the equity and cost methods. These investments are considered to be an integral part of our business and are strategically and operationally important to our overall results. Our equity and cost method investment balances recorded at December 31, 2014 and 2013 are as follows:
 
December 31, 2014
 
December 31, 2013
Equity method investments
$
311

 
$
320

Cost method investments
23

 
9

Total investments
$
334

 
$
329


Of our $334 million total investment balance as of December 31, 2014, $318 million was recorded in our owned and leased hotels segment. Of our $329 million total investment balance as of December 31, 2013, $310 million was recorded in our owned and leased hotels segment.
We recorded $1 million, $50 million, and $1 million of income from our cost method investments for the years ended December 31, 2014, 2013 and 2012, respectively. Gains or losses from cost method investments are recorded within other income (loss), net on our consolidated statements of income, see Note 21.
The carrying values and ownership percentages of our unconsolidated investments in hotel properties accounted for under the equity method as of December 31, 2014 and 2013 are as follows:
 
Ownership Interests
 
Our Investment
December 31, 2014
 
December 31, 2013
Wailea Hotel Holdings, LLC
65.8
%
 
$
136

 
$
132

Playa Hotels & Resorts B.V.
23.7
%
 
45

 
50

Juniper Hotels Private Limited
50.0
%
 
34

 
33

Hotel Hoyo Uno (Andaz Mayakoba)
40.0
%
 
20

 
12

Noble I/HY, LLC
40.0
%
 
11

 
14

Denver Downtown Hotel Partners LLC
50.0
%
 
9

 
4

Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara)
50.0
%
 
8

 

Renaissance Centro M Street LLC
33.0
%
 
6

 

PCH Beach Resort, LLC
40.0
%
 
5

 
4

Diamante Resort La Paz
50.0
%
 
5

 
5

Other
 
 
32

 
66

Total
 
 
$
311

 
$
320


The following tables present summarized financial information for all unconsolidated ventures in which we hold an investment that is accounted for under the equity method.
 
Years Ended December 31,
2014
 
2013
 
2012
Total revenues
$
1,192

 
$
978

 
$
979

Gross operating profit
329

 
315

 
313

Income from continuing operations
31

 
17

 
12

Net income
$
31

 
$
17

 
$
12

 
 
December 31,
2014
 
2013
Current Assets
$
476

 
$
556

Noncurrent Assets
2,728

 
2,877

Total Assets
$
3,204

 
$
3,433

Current Liabilities
492

 
519

Noncurrent Liabilities
1,708

 
1,962

Total Liabilities
$
2,200

 
$
2,481


During 2014, we purchased the Hyatt Regency Lost Pines Resort and Spa and adjacent land from a joint venture in which we hold 8.2% interest, for a net purchase price of approximately $164 million. This transaction was accounted for as a step acquisition and we recorded a gain of $12 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income in our owned and leased hotels segment. See Note 8 for further discussion of our acquisition.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Houston/Sugar Land to a third party, for which we received proceeds of $12 million. We recorded a deferred gain of $10 million, which is being amortized over the term of the new management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Regency DFW International Airport and another building to a third party, for which we received proceeds of $19 million. We recorded a deferred gain of $18 million, which is being amortized over the remaining term of the management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Coconut Point to a third party, for which we received proceeds of $5 million. This hotel was sold subject to a new franchise agreement. We recorded a gain of $2 million, which has been recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
During 2014, a joint venture in which we hold an ownership interest and which is classified as an equity method investment within our owned and leased hotels segment, sold the Hyatt Place Austin Downtown to a third party, for which we received proceeds of $28 million. The hotel was sold subject to a franchise agreement. We recorded a gain of $20 million, which has been recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
During 2013, a wholly owned Hyatt subsidiary invested $325 million in Playa Hotels & Resorts B.V. ("Playa"), a company that was formed to own, operate and develop all inclusive resorts, certain of which are or will be Hyatt-branded. Playa issued common shares and preferred shares to Hyatt in return for our investment. Our investment in common shares has been classified as an equity method investment. The investment in preferred shares has been classified as an available for sale debt security and recorded in other assets on the consolidated balance sheets. See Note 4 for further discussion of our preferred investment.
During 2013, we purchased the remaining 70% interest of the entity that owned the Grand Hyatt San Antonio hotel. We accounted for the transaction as a step acquisition, see Note 8 for further discussion of our acquisition.
During 2013, we recorded income from cost method investments of $50 million in other income (loss), net. We received a return of our $63 million investment and a $30 million return on our preferred equity interest in a joint venture that owns the Hyatt Regency New Orleans. Additionally, our partner in the joint venture executed its option to purchase our residual common investment interest in the venture resulting in a $20 million distribution, (see Note 21). The investment was included in our owned and leased hotels segment. We continue to manage the property under the existing management agreement.
During 2013, a joint venture in which we held an interest and classified as an equity method investment within our owned and leased hotels segment, sold the hotel it owned and dissolved the venture. As a result of this transaction, we received a $5 million distribution, which was recorded as a deferred gain and is being amortized over the remaining term of our management agreement for the hotel in management and franchise fees within the Americas management and franchising segment.
During 2012, we sold our interest in two joint ventures classified as equity method investments, which were included in our owned and leased hotels segment, to a third party for $52 million. Each venture owned a hotel that we managed. At the time of the sale we signed agreements with the third-party purchaser to extend our existing management agreements for the hotels owned by the ventures by ten years. A $28 million gain on the sale was deferred and is being amortized over the life of the extended management agreements in management and franchise fees within the Americas management and franchise segment.
During 2014, 2013 and 2012 we recorded $3 million, $3 million and $19 million in total impairment charges in equity earnings (losses) from unconsolidated hospitality ventures, respectively. The impairment charges in 2014 relate to two hospitality venture properties which are accounted for as equity method investments. The impairment charges in 2013 relate to three properties accounted for as equity method investments, two hospitality ventures for which we recorded total impairment charges of $2 million and one that relates to a vacation ownership business for which we recorded an impairment charge of $1 million. The impairment charges in 2012 relate to three properties accounted for as equity method investments, two of which are hospitality ventures, for which we recorded total impairment charges of $18 million and the third relates to a vacation ownership business for which we recorded an impairment charge of $1 million. Impairment charges recognized were the result of our impairment review process, and impairments were recognized when the carrying amount of our assets was determined to exceed the fair value as calculated using discounted operating cash flows and a determination was made that the decline was other than temporary.
XML 141 R11.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Notes)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation—The consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates—We are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.
Revenue Recognition—Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:
Owned and leased hotels revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the consolidated statements of income.
Management and franchise fees earned from hotels managed and franchised worldwide:
Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.
Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.
Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross rooms’ revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.
Other revenues
Other revenues primarily includes revenues from our vacation ownership business, earned through the date of sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all revenue and associated direct expenses were initially deferred and recognized in earnings through the percentage-of-completion method. As a result of the disposition, we entered into a master license agreement with ILG, through which we will earn license fees that are recorded to management and franchise fees in our consolidated statements of income.
Other revenues also include revenues from our co-branded credit card launched in 2010. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner; and (2) the fulfillment or expiration of a card member's activation offer. We receive incentive fees from our third-party partner upon activation of each credit card, which we defer until the associated compensated nights awarded on member activation are redeemed or expired.
Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.
Cash Equivalents—We consider all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.
Restricted Cash—We had restricted cash of $359 million and $184 million at December 31, 2014 and 2013, respectively, which includes:
sales proceeds for like-kind exchange agreements of $143 million and $74 million, respectively, that were placed into an escrow account administered by an intermediary (see Note 8).
reserves statutorily required to be held by our captive insurance subsidiary of $88 million and $74 million, respectively (see Note 15).
proceeds from $27 million and $16 million, respectively, drawn on a loan that are being used for the development of a hotel in Brazil (see Note 10).
$9 million and $10 million, respectively, related to debt service on bonds that were acquired in connection with the acquisition of the entity that owned the Grand Hyatt San Antonio hotel (see Note 10). In addition, we have $9 million and $11 million, respectively, recorded in other assets.
In addition, as of December 31, 2014, restricted cash includes $87 million for the sales of two Canadian hotels, as the Canadian tax regulations require a portion of the proceeds to be classified as restricted (see Note 8). The remaining restricted cash balances of $5 million and $10 million at December 31, 2014 and 2013, respectively, relate to secured real estate taxes, property insurance, escrow deposits on purchases of our vacation ownership intervals, escrow deposits on construction projects, security deposits, property and equipment reserves, and long-term loans. These amounts are invested in interest-bearing accounts.
Investments—We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary as a result of qualitative and/or quantitative characteristics. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity ("VIE") that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for under the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.
We assess investments in unconsolidated affiliates for impairment quarterly. When there is indication that a loss in value has occurred, we evaluate the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, we use our judgment to determine if the decline in value is other-than-temporary. In determining this, we consider factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, our intent and ability to recover the lost value and current economic conditions. Impairments that are deemed other-than-temporary are charged to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
Marketable Securities—Our investments in marketable securities are principally included within short-term investments and other assets in the consolidated balance sheets and are classified as either trading or available-for-sale ("AFS") (see Note 4). Marketable securities are recorded at fair value based on listed market prices or dealer price quotations where available. Listed market prices and dealer price quotations are not available to value our preferred investment, therefore, we utilize an option pricing model, which requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value (see Note 5).
Our marketable securities consist of various types of mutual funds, preferred shares, time deposits, common stock and fixed income securities, including U.S. government obligations, obligations of other government agencies, corporate debt, mortgage-backed and asset-backed securities and municipal and provincial bonds. Realized and unrealized gains and losses on trading securities are reflected in our consolidated statements of income in other income (loss), net. Available-for-sale securities with unrealized gains and losses are reported as part of accumulated other comprehensive loss on the consolidated balance sheets. Realized gains and losses on available-for-sale securities are recognized in other income (loss), net based on the cost of the securities using specific identification. Available-for-sale securities are assessed for impairment quarterly. To determine if an impairment is other-than-temporary, we consider the duration and severity of the loss position, the strength of the underlying collateral, the term to maturity, credit rating and our intent to sell. For debt securities that are deemed other-than-temporarily impaired and there is no intent to sell, impairments are separated into the amount related to the credit loss, which is recorded in our consolidated statements of income and the amount related to all other factors, which is recorded in accumulated other comprehensive loss. For debt securities that are deemed other-than-temporarily impaired and there is intent to sell, impairments in their entirety are recorded on our consolidated statements of income.
Foreign Currency—The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at year-end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders’ equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a long-term nature are generally included in other comprehensive income (loss). Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a long-term nature are included in earnings.
Financing Receivables—We define financing receivables as financing arrangements that represent a contractual right to receive money either on demand or on fixed or determinable dates and that are recognized on our consolidated balance sheets at amortized cost in current and long-term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. We have divided our financing receivables into three portfolio segments based on the level at which we develop and document a systematic methodology to determine the allowance for credit losses. Based on their initial measurement, risk characteristics and our method for monitoring and assessing credit risk, we have determined the class of financing receivables to correspond to our identified portfolio segments, which are as follows:
Secured Financing to Hotel Owners
These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. We determine our secured financing to hotel owners to be non-performing if either interest or principal is greater than 90 days past due based on the contractual terms of the individual mortgage loans.
We individually assess all loans in this portfolio for impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including loan performance, individual market factors, hotel performance, and the collateral of the underlying hotel. We measure loan impairment based on either the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral. The measurement method used is based on which would be most appropriate given the nature of the loan, the underlying collateral, and the facts and circumstances of the individual loan. For impaired loans, we establish a specific loan loss reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.
If we consider secured financing to hotel owners to be non-performing or impaired, we place the financing receivable on non-accrual status. We will recognize interest income when received for non-accruing finance receivables. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed. We write off secured financing to hotel owners when we determine that the loans are uncollectible and when all commercially reasonable means of recovering the loan balances have been exhausted.

Vacation Ownership Mortgage Receivables. As of December 31, 2014, we have completed the sale of our vacation ownership business and thus the outstanding balance in vacation ownership mortgage receivables is zero.
These financing receivables were comprised of various mortgage loans related to our financing of vacation ownership interval sales. We recorded an estimate of uncollectibility as a reduction of sales revenue at the time revenue was recognized on a vacation ownership interval sale. We evaluated this portfolio collectively as we held a large group of homogeneous, smaller-balance, vacation ownership mortgage receivables and used a technique referred to as static pool analysis, which tracked uncollectibles over the entire life of those mortgage receivables. We used static pool analysis as the basis for determining our general reserve requirements on our vacation ownership mortgage receivables. The adequacy of the related allowance was determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including defaults, aging and historical write-offs of these receivables. The allowance was maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.
We determined our vacation ownership mortgage receivables to be non-performing if either interest or principal was greater than 120 days past due based on the contractual terms of the individual mortgage loans and would not recognize interest income. We wrote-off vacation ownership mortgage receivables that were over 120 days past due, on the date which we determined the mortgage receivables to be uncollectible.

Unsecured Financing to Hotel Owners
These financing receivables are primarily made up of individual loans and other types of unsecured financing arrangements provided to hotel owners. These financing receivables have stated maturities and interest rates, however, the repayment terms vary and may be dependent upon future cash flows of the hotel. We determine our unsecured financing to hotel owners to be non-performing if interest or principal is greater than 90 days past due or if estimates of future cash flows available for repayment of these receivables indicate that there is a collectibility risk. We do not recognize interest income on non-performing financing arrangements and only resume interest recognition if the financing receivable becomes current.
We individually assess all financing receivables in this portfolio for collectability and impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due according to the contractual terms of the individual loan agreement based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including capital structure, individual hotel performance, and individual financing arrangement. We measure loan impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. The impairment reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.
We write off unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.
Inventories—Inventories are comprised of operating supplies and equipment that have a period of consumption of one year or less, and food and beverage items at our owned and leased hotels at December 31, 2014 and 2013, respectively. As of December 31, 2013, inventories principally was comprised of unsold vacation ownership intervals of $64 million. Due to the sale of our vacation ownership business in the fourth quarter of 2014, we no longer hold inventories of unsold vacation ownership intervals. As of December 31, 2013, vacation ownership inventory was carried at the lower of cost or market, based on relative sales value or net realizable value and was classified as a current asset consistent with recognized industry practice. Based on management's assessment, no impairment charges were recorded related to vacation ownership inventory in 2012, 2013 or in 2014 prior to the sale of this business. Food and beverage and operating and supplies equipment inventories are generally valued at the lower of cost (first-in, first-out) or market.
Property and Equipment—Property and equipment are stated at cost, including interest incurred during development and construction periods. Depreciation and amortization are recognized over the estimated useful lives of the assets, primarily on the straight-line method. All repair and maintenance costs are expensed as incurred.
Useful lives assigned to property and equipment are as follows:
Buildings and improvements
15-50 years
Leasehold improvements
The shorter of the lease term or useful life of asset
Furniture and equipment
3-20 years
Computers
3-7 years

Long-Lived Assets and Definite-Lived Intangibles—We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset or definite-lived intangible may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets and definite-lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.
Acquisitions—Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by us have been included in the consolidated statements of income since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, preliminary estimates, options, or commitments specified except as otherwise disclosed in Note 8.
Guarantees—We enter into performance guarantees related to certain hotels that we manage or debt repayment guarantees with respect to certain hotels primarily in which we also hold an equity investment. We record a liability for the fair value of these performance and debt repayment guarantees at their inception date. The corresponding offset depends on the circumstances in which the guarantee was issued. We amortize the liability for the fair value of a guarantee into income over the term of the guarantee using a systematic and rational, risk-based approach. Performance guarantees are amortized into income in other income (loss), net in the consolidated income statements and debt repayment guarantees that relate to our equity method investments are amortized into income in equity earnings (losses) from unconsolidated hospitality ventures in the consolidated statements of income. On a quarterly basis, we evaluate the likelihood of funding under a guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we will record a separate contingent liability. The expense related to the separate contingent liability is recognized in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures in the period that we determine funding is probable for that period. For additional information about guarantees, see Note 15.
Goodwill—As required, we evaluate goodwill for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount. This is done either by performing a qualitative assessment or proceeding to the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the two-step process. When determining fair value, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry. See Note 9 for additional information about goodwill.
Indefinite-Lived Intangibles—As required, we evaluate indefinite-lived intangibles for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Indefinite-lived intangibles impairment is determined by comparing the fair value of the asset to its carrying amount. This is done either by performing a qualitative or quantitative assessment, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the quantitative analysis. When determining fair value, we primarily utilize the income approach. Under the income approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates and appropriate discount rates based on the weighted average cost of capital. Our estimates of long-term growth are based on historical data, various internal estimates and a variety of external sources. See Note 9 for additional information about indefinite-lived intangibles.
Income Taxes—We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note 14.
Fair Value—We disclose the fair value of our financial assets and liabilities based on observable market information where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and, therefore, fair values cannot always be determined with precision. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accounting Principles Generally Accepted in the United States of America (“GAAP”) establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. When determining fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the hierarchy are as follows:
Level One—Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;
Level Two—Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability;
Level Three—Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.
We utilize the market approach and income approach for valuing our financial instruments. The market approach utilizes prices and information generated by market transactions involving identical or similar assets and liabilities and the income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items and their close proximity to maturity. For additional information about fair value, see Note 5. The fair value of marketable securities is discussed in Note 4; the fair value of financing receivables is discussed in Note 7; and the fair value of long-term debt is discussed in Note 10.
Hyatt Gold Passport Fund—The Hyatt Gold Passport Program (the “Program”) is our loyalty program. We operate the Program for the benefit of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Program is operated through the Hyatt Gold Passport Fund (the “Fund”), which is owned collectively by the owners of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Fund has been established to provide for the payment of operating expenses and redemptions of member awards associated with the Program. The Fund is maintained and managed by us on behalf of and for the benefit of the Hyatt portfolio of hotels. We have evaluated our investment in the Fund and have determined that the Fund qualifies as a VIE and, as a result of the Company being the primary beneficiary, we have consolidated the Fund.
The Program allows members to earn points based on their spending at the Hyatt portfolio of properties. Points earned by members can be redeemed for goods and services at the Hyatt portfolio of properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members’ qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for the Program’s operating costs as incurred, we recognize this revenue from properties at the time such costs are incurred and expensed. We defer revenue received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.
We actuarially determine the expected fair value of the future redemption obligation based on statistical formulas that project the timing of future point redemption based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed. Actual expenditures for the Program may differ from the actuarially determined liability.
The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see Note 4). As of December 31, 2014 and 2013, total assets of the Fund were $429 million and $368 million, respectively, including $145 million and $106 million of current assets, respectively. Marketable securities held by the Fund and included in other non-current assets were $284 million and $262 million as of December 31, 2014 and 2013, respectively (see Note 4). As of December 31, 2014 and 2013, total liabilities of the Fund were $429 million and $368 million, respectively, including $145 million and $106 million of current liabilities, respectively. The current liabilities include $132 million and $94 million of accrued expenses and other current liabilities as of December 31, 2014 and 2013, respectively. The non-current liabilities of the Fund are included in other long-term liabilities (see Note 13).
Recently Issued Accounting Pronouncements
Adopted Accounting Standards
In February 2013, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2013-04 ("ASU 2013-04"), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The provisions of ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not materially impact our consolidated financial statements.
In March 2013, the FASB released Accounting Standards Update No. 2013-05 ("ASU 2013-05"), Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force). ASU 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not materially impact our consolidated financial statements.
In July 2013, the FASB released Accounting Standards Update No. 2013-11 ("ASU 2013-11"), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not materially impact our consolidated financial statements.
In April 2014, the FASB released Accounting Standards Update No. 2014-08 ("ASU 2014-08"), Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations and expands the required disclosures surrounding discontinued operations. The provisions of ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted for disposals that have not been reported in previously issued financial statements. We have elected to early adopt ASU 2014-08 and have no disposals which qualify as discontinued operations.
Future Adoption of Accounting Standards
In May 2014, the FASB released Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a single, comprehensive revenue recognition model for contracts with customers. The provisions of ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.
In June 2014, the FASB released Accounting Standards Update No. 2014-10 (“ASU 2014-10”), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP and it eliminates an exception provided in the consolidation guidance for development stage enterprises. The provisions of ASU 2014-10 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. When adopted, ASU 2014-10 is not expected to materially impact our consolidated financial statements.
In August 2014, the FASB released Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and the related footnote disclosures. The provisions of ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. When adopted, ASU 2014-15 is not expected to materially impact our consolidated financial statements.
XML 142 R144.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions (Legal Services Narrative) (Details) (Related Party Legal Services [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Legal Services [Member]
     
Related Party Transaction [Line Items]      
Legal fees $ 3us-gaap_LegalFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyLegalServicesMember
$ 2us-gaap_LegalFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyLegalServicesMember
$ 2us-gaap_LegalFees
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyLegalServicesMember
Due (to) from related party $ 0us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyLegalServicesMember
$ 0us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyLegalServicesMember
 
XML 143 R23.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Income Tax Disclosure
INCOME TAXES
Our tax provision includes federal, state, local, and foreign income taxes. The domestic and foreign components of income before income taxes for the three years ended December 31, 2014, 2013 and 2012 are as follows:
 
2014
 
2013
 
2012
U.S. income before tax
$
493

 
$
256

 
$
18

Foreign income before tax
32

 
65

 
77

Income before income taxes
$
525

 
$
321

 
$
95


The provision (benefit) for income taxes from continuing operations for the three years ended December 31, 2014, 2013 and 2012 is comprised of the following:
 
2014
 
2013
 
2012
Current:
 
 
 
 
 
Federal
$
164

 
$
85

 
$
(76
)
State
7

 
14

 
(17
)
Foreign
36

 
24

 
36

Total Current
$
207

 
$
123

 
$
(57
)
Deferred:
 
 
 
 
 
Federal
$
(10
)
 
$
(11
)
 
$
52

State
(6
)
 
9

 
15

Foreign
(12
)
 
(5
)
 
(2
)
Total Deferred
$
(28
)
 
$
(7
)
 
$
65

Total
$
179

 
$
116

 
$
8


The following is a reconciliation of the statutory federal income tax rate to the effective tax rate from continuing operations reported in the financial statements:
 
2014
 
2013
 
2012
Statutory U.S. federal income tax rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes—net of federal tax benefit
3.4

 
4.8

 
(0.3
)
Foreign and U.S. tax effects attributable to foreign operations
1.7

 
(0.4
)
 
(27.4
)
Tax contingencies
(2.6
)
 
0.2

 
(10.3
)
Change in valuation allowances
(1.0
)
 

 
(66.3
)
Adjustments to deferred tax assets
(1.5
)
 

 
75.4

General business credits
(0.4
)
 
(1.3
)
 
(2.5
)
Equity based compensation
0.4

 
1.1

 
2.0

Other
(0.9
)
 
(3.2
)
 
2.7

Effective income tax rate
34.1
 %
 
36.2
 %
 
8.3
 %

The 2014 effective tax rate is lower than the U.S. statutory rate of 35% primarily due to a net $14 million benefit related to tax contingencies, and an $8 million benefit for an adjustment to certain deferred tax assets. These benefits are partially offset by the effect of state taxes on U.S. earnings. The $14 million benefit related to tax contingencies is derived primarily from a benefit of $13 million (including $7 million of interest and penalties) due to statute expiration on state tax filing positions, an expense of $5 million due to a new uncertain tax position and a benefit of $4 million related to the expiration of statutes in foreign jurisdictions.
Significant items that affect the 2013 effective tax rate included the impact of state taxes on U.S. earnings, a $4 million benefit for an adjustment to certain deferred tax assets, a benefit of $3 million (including $1 million interest) related to the settlement of tax audits and a benefit of $4 million relating to changes of statutory rates in some of our foreign jurisdictions. Additional benefits arose from foreign earnings taxed at rates lower than the U.S. statutory rate.
Significant items that affect the 2012 tax rate included a benefit of $26 million related to the recognition of foreign tax credits, a release of $6 million in reserves for interest related to our treatment for expensing certain renovation costs in prior years and a benefit of $3 million from a reduction in statutory tax rates enacted by foreign jurisdictions during the year. Additional benefits include $6 million (including $4 million interest) resulting from the settlement of state tax audits as well a benefit of $6 million (including $3 million interest and penalties) related to the favorable settlement of our U.S. federal tax audit. These benefits are partially offset by a provision of $7 million resulting from a reduction in the deferred tax assets of certain non-consolidated investments and a provision of $8 million (including $3 million interest and penalties) for uncertain tax positions in foreign jurisdictions. In addition a deferred tax asset of $64 million related to foreign net operating losses and a corresponding full valuation allowance was eliminated due to the restructuring of a foreign subsidiary.
The components of the net deferred tax asset from continuing operations at December 31, 2014 and 2013 is comprised of the following:
 
2014
 
2013
Deferred tax assets related to:
 
 
 
Employee benefits
$
181

 
$
161

Foreign and state net operating losses and credit carryforwards
37

 
54

Nonconsolidated investments
59

 
77

Allowance for uncollectible assets
36

 
38

Intangibles
8

 
10

Deferred gain on sale
149

 
74

Loyalty program
21

 
24

Interest and state benefits
4

 
14

Unrealized investment losses
5

 
6

Other
55

 
60

Valuation allowance
(15
)
 
(21
)
Total deferred tax asset
$
540

 
$
497

Deferred tax liabilities related to:
 
 
 
Installment sales
$

 
$
(6
)
Property and equipment
(312
)
 
(255
)
Nonconsolidated investments
(33
)
 
(59
)
Unrealized investment gains
(23
)
 
(18
)
Prepaid expenses
(11
)
 
(14
)
Other
(7
)
 
(14
)
Total deferred tax liability
$
(386
)
 
$
(366
)
Net deferred tax asset
$
154

 
$
131

Recognized in the balance sheet as:
 
 
 
Deferred tax assets—current
$
26

 
$
11

Deferred tax assets—noncurrent
196

 
198

Deferred tax liabilities—current
(2
)
 
(4
)
Deferred tax liabilities—noncurrent
(66
)
 
(74
)
Total
$
154

 
$
131


Significant changes to our deferred tax assets and liabilities during 2014 includes an increase of $18 million primarily due to the impact of the implementation of the tangible property regulations, tax deferred gains related to like-kind exchanges in excess of book deferred gains on dispositions of hotel assets, and other fixed asset related items. Additional significant changes relate to recording employee benefit costs that are not currently deductible along with utilization of foreign tax credits and state tax operating loss carryforwards.
As of December 31, 2014, we have determined that undistributed net earnings of $353 million of certain foreign subsidiaries are indefinitely reinvested in operations outside the United States. These earnings could become subject to additional taxes if remitted as dividends, loaned to a U.S. affiliate, or if we sold our interest in the affiliates; the resulting U.S. income tax liabilities could be offset, in whole or in part, by credits allowable for taxes paid to foreign jurisdictions. The actual tax costs would depend on the income tax laws and circumstances at the time of the realization events; determination of the potential net liability is not practicable due to the complexities of the hypothetical calculation. We continue to provide deferred taxes, as required, on the undistributed earnings of foreign subsidiaries and unconsolidated affiliates that are not indefinitely reinvested in operations outside the United States.
As of December 31, 2014, we have $27 million (net of tax) of future tax benefits related to foreign and state net operating losses and $10 million of benefits related to federal and state credits. A portion of these operating losses will begin to expire in 2015 and continue through 2034. However, $9 million of these net operating losses, which are primarily foreign, have no expiration date and may be carried forward indefinitely.
A valuation allowance of $15 million is recorded for certain net operating losses and credits, as we believe it is more likely than not that we will be unable to realize these tax benefits.
Total unrecognized tax benefits as of December 31, 2014 and 2013 were $40 million and $53 million, respectively, of which $20 million and $27 million, respectively, would impact the effective tax rate if recognized. It is reasonably possible that a reduction of up to $8 million of unrecognized tax benefits could occur within twelve months resulting from the expiration of certain tax statutes of limitations.
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, is as follows:
 
2014
 
2013
Unrecognized tax benefits—beginning balance
$
53

 
$
75

Total (decreases) increases—current period tax positions
2

 
3

Total decreases—prior period tax positions
(8
)
 
(14
)
Settlements
(2
)
 
(5
)
Lapse of statute of limitations
(3
)
 
(4
)
Foreign currency fluctuation
(2
)
 
(2
)
Unrecognized tax benefits—ending balance
$
40

 
$
53


For 2014, the net decrease in prior period positions primarily relates to a decrease of $10 million due to statute expiration on state tax filing positions, partially offset by an increase of $5 million due to an accrual of a position taken on a prior year tax return.
During 2013, decreases to current and prior period tax positions in the amount of $14 million are primarily due to the conclusion and settlement of the IRS audits related to the 2005 through 2008 tax years. We also received $1 million interest from the settlement of certain federal and state tax issues and related to tax years 2003 through 2009.
In accordance with our accounting policy, we recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Total gross accrued interest and penalties were $24 million, $38 million and $46 million as of December 31, 2014, 2013 and 2012, respectively.
The amount of interest and penalties recognized as a component of income tax expense in 2014 was a benefit of $9 million. This amount is comprised of a benefit of $8 million resulting from the release of interest due to state tax statute expirations and an additional benefit of $1 million related to certain federal and foreign tax matters.
The amount of interest and penalties recognized as a component of income tax expense in 2013 was $1 million.
Our 2009, 2010, and 2011 federal income tax returns are currently under IRS examination. The federal statute of limitations for Hyatt Hotels Corporation remains open until December 31, 2015, for the years ended December 31, 2005 through 2011.
We are under audit by various state and foreign tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the return. However, the state impact of any federal changes remains subject to examination by various states for a period generally up to one year after formal notification to the states of the federal changes. The statute of limitations for the foreign jurisdictions ranges from three to ten years after filing the applicable tax return.
XML 144 R19.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Debt Disclosure
DEBT
Debt as of December 31, 2014 and 2013 consists of the following:
 
December 31, 2014
 
December 31, 2013
$250 million senior unsecured notes maturing in 2016—3.875%
250

 
249

$196 million senior unsecured notes maturing in 2019—6.875%
196

 
196

$250 million senior unsecured notes maturing in 2021—5.375%
250

 
250

$350 million senior unsecured notes maturing in 2023—3.375%
348

 
347

Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A
124

 
130

Contract Revenue Bonds, Senior Taxable Series 2005B
63

 
70

Floating average rate construction loan
73

 
32

Senior secured term loan
68

 

Revolving credit facility

 

Other (various, maturing through 2015)
1

 
1

Long-term debt before capital lease obligations
1,373

 
1,275

Capital lease obligations
17

 
208

Total long-term debt
1,390

 
1,483

Less current maturities
(9
)
 
(194
)
Total long-term debt, net of current maturities
$
1,381

 
$
1,289


Under existing agreements, maturities of debt for the next five years and thereafter are as follows:
Years Ending December 31,
 
2015
$
9

2016
316

2017
2

2018
2

2019
197

Thereafter
864

Total
$
1,390


Senior Notes—As of December 31, 2014 and 2013, we had four series of senior unsecured notes, as further defined below, (the "Senior Notes"). Interest on the Senior Notes is payable semi-annually. We may redeem all or a portion of the Senior Notes at any time at 100% of the principal amount of the Senior Notes redeemed together with the accrued and unpaid interest, plus a make-whole amount, if any. The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. A summary of the terms of the Senior Notes, by year of issuance, is as follows:
In 2009, we issued $250 million of 5.750% senior notes due 2015, at an issue price of 99.460% (the “2015 Notes”), and $250 million of 6.875% senior notes due 2019, at an issue price of 99.864% (the “2019 Notes”). We received net proceeds of approximately $495 million from the sale of the 2015 Notes and the 2019 Notes after deducting discounts and offering expenses payable by the Company of approximately $3 million. The proceeds were used to reduce outstanding hotel loans and for general corporate purposes.
In 2011, we issued $250 million of 3.875% senior notes due 2016, at an issue price of 99.571% (the “2016 Notes”), and $250 million of 5.375% senior notes due 2021, at an issue price of 99.846% (the “2021 Notes”). We received net proceeds of approximately $494 million from the sale of the 2016 Notes and the 2021 Notes, after deducting discounts and offering expenses payable by the Company of approximately $4 million, with any remaining proceeds intended to be used for general corporate purposes.
In 2013, we issued and sold $350 million of 3.375% Senior Notes due 2023 at an issue price of 99.498% (the “2023 Notes” and together with the 2015 Notes, the 2016 Notes, the 2019 Notes and the 2021 Notes, the “Senior Notes”). We received net proceeds of $345 million from the sale of the 2023 Notes, after deducting discounts and offering expenses payable by the Company of approximately $3 million. We used the net proceeds to pay the redemption price (as described below) in connection with the redemption of the 2015 Notes and to repurchase the 2019 Notes tendered in the cash tender offer, with any remaining proceeds intended to be used for general corporate purposes.
Senior Secured Term Loan—During the year ended December 31, 2014, we acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture, and as a result we recorded $69 million of debt, including the $3 million premium, which is being amortized over the life of the loan. The construction loan was originally entered into on August 30, 2004 in the amount of $74 million. The interest on the loan is fixed at a rate of 7.27%, and the loan has a maturity date of June 5, 2016.
Capital Lease Obligation—During the year ended December 31, 2014, we acquired the Hyatt Regency Grand Cypress for $191 million after exercising our purchase option. This purchase reduced our capital lease obligation, which was recorded in current maturities of long-term debt on our consolidated balance sheets as of December 31, 2013. The purchase of the Hyatt Regency Grand Cypress was used as a replacement property in a like-kind exchange (see Note 8).
Debt Redemption—During the year ended December 31, 2013, we redeemed all of our outstanding 2015 Notes, of which an aggregate principal amount of $250 million was outstanding. The redemption price, which was calculated in accordance with the terms of the 2015 Notes and included principal plus a make-whole premium, was $278 million.
After the issuance of our 2015 Notes, we entered into eight $25 million interest rate swap contracts. During the year ended December 31, 2012, we terminated four of the eight interest rate swap contracts, for which we received cash payments of $8 million to settle the fair value of the swaps. The cash received from the termination of the four swaps was being amortized from the settlement date as a benefit to interest expense over the remaining term of the 2015 Notes. During the year ended December 31, 2013, we settled the remaining four outstanding interest rate swap agreements. At the time the 2015 Notes were redeemed, we recognized a gain of $7 million, which included the remaining unamortized benefit of $5 million from the settlement of the initial four swaps during 2012 and a gain of $2 million on the remaining four swaps that were terminated in 2013 in anticipation of the 2015 Notes redemption. The gain is included within debt settlement costs in other income (loss), net on the consolidated statements of income.
Tender Offer— During the year ended December 31, 2013, we completed a cash tender offer (the "cash tender offer") for any and all of our 2019 Notes, of which an aggregate principal amount of $250 million was outstanding. We purchased $54 million aggregate principal amount of 2019 Notes in the cash tender offer at a purchase price of $66 million, which included premiums payable in connection with the cash tender offer. Following the cash tender offer, $196 million aggregate principal amount of 2019 Notes remains outstanding.
Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B —During the year ended December 31, 2013, we acquired our partner's interest in the entity that owned the Grand Hyatt San Antonio hotel, and as a result, we consolidated $198 million of bonds, net of the $9 million bond discount, which is being amortized over the life of the bonds. The construction was financed in part by The City of San Antonio, Texas Convention Center Hotel Finance Corporation ("Texas Corporation"), a non-profit local government corporation created by the City of San Antonio, Texas for the purpose of providing financing for a portion of the costs of constructing the hotel. On June 8, 2005, the Texas Corporation issued $130 million of original principal amount Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A ("Series 2005A Bonds") and $78 million of original principal amount Contract Revenue Bonds, Senior Taxable Series 2005B ("Series 2005B Bonds"). The Series 2005A Bonds mature between 2034 and 2039, with interest ranging from 4.75% to 5.00% and the remaining $66 million of Series 2005B Bonds mature between 2015 and 2028, with interest ranging from 4.9% to 5.31%. The loan payments are required to be funded solely from net operating revenues of the Grand Hyatt San Antonio hotel and in the event that net operating revenues are not sufficient to pay debt service, the Texas Corporation under certain circumstances will be required to provide certain tax revenue to pay debt service on the 2005 Series bonds. The indenture allows for optional early redemption of the Series 2005B bonds subject to make-whole payments at any time with consent from the Texas Corporation and beginning in 2015 for the Series 2005A Bonds. Interest is payable semiannually.
Floating Average Rate Construction Loan —During the year ended December 31, 2012, we obtained a secured construction loan with Banco Nacional de Desenvolvimento Econômico e Social - BNDES (“BNDES”) in order to develop a hotel in Brazil. The loan is split into four separate sub-loans with different interest rates for each such sub-loan. All four sub-loans mature in 2023, with options to extend the maturity up to 2031 for sub-loan (a) and (b), subject to the fulfillment of certain conditions. Borrowings under the four sub-loans bear interest at the following rates, depending on the applicable sub-loan (a) the variable rate published by BNDES plus 2.92%, (b) the Brazilian Long Term Interest Rate - TJLP plus 3.92%, (c) 2.5% and (d) the Brazilian Long Term Interest Rate - TJLP, with the interest rates referred to in sub-loans (a) and (b) subject to reduction upon the delivery of certain certifications. As of December 31, 2014, the weighted average interest rates for the subloans that we have drawn upon is 8.34%. The outstanding balance of the subloan subject to the interest rate described in (a) above is subject to adjustment on a daily basis based on BNDES’s calculation of the weighted average of exchange rate variations related to foreign currency funds raised by BNDES in foreign currency. As of December 31, 2014, we had borrowed Brazilian Real ("BRL") 193 million, or $73 million, against this construction loan of which BRL 71 million, or $27 million, has not yet been utilized in construction and is therefore held in restricted cash. As of December 31, 2013, we had borrowed BRL 75 million, or $32 million, against this construction loan of which BRL 37 million, or $16 million, had not yet been utilized in construction and was therefore held in restricted cash.
Revolving Credit Facility—As of January 6, 2014, we entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders that amended and restated our prior revolving credit facility and provides for a $1.5 billion senior unsecured revolving credit facility that matures in January 2019. Interest rates on outstanding borrowings are either LIBOR-based or based on an alternate base rate, with margins in each case based on our credit rating or, in certain circumstances, our credit rating and leverage ratio. During the year ended December 31, 2014, we had proceeds and repayments of $205 million on the revolving credit facility. As of December 31, 2014, the interest rate for a one month LIBOR borrowing would have been 1.421%, or LIBOR of 0.171%, plus 1.250%. There was no outstanding balance on this credit facility at December 31, 2014 or at December 31, 2013. At December 31, 2014 and 2013, we had entered into various letter of credit agreements for $9 million and $104 million, respectively, which reduced our available capacity under the revolving credit facility. The available line of credit on our revolving credit facility at December 31, 2014 was $1.5 billion.
The Company also has a total of $56 million and $21 million of letters of credit issued through additional banks as of December 31, 2014 and 2013, respectively.
Debt Covenants —The revolving credit facility contains financial covenants requiring that certain financial measures be met such as not exceeding a maximum ratio of debt to earnings before interest, tax, depreciation and amortization (EBITDA), or adherence to a maximum secured debt to gross property and equipment ratio.
We issued our Senior Notes under an indenture with covenants that limit our ability and the ability of certain of our subsidiaries to create liens on principal property, enter into sale and leaseback transactions with respect to principal property and enter into mergers or consolidations or transfer all or substantially all our assets.
We are in compliance with all covenants at December 31, 2014.
Fair Value—We estimated the fair value of debt, excluding capital leases, which consists of our Senior Notes and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. We estimated the fair value of our other long-term debt instruments using discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the availability of market data, we have classified our other long-term debt as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Debt, excluding capital lease obligations
$
(1,373
)
 
$
(1,479
)
 
$

 
$
(1,319
)
 
$
(160
)
 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Debt, excluding capital lease obligations
$
(1,275
)
 
$
(1,296
)
 
$

 
$
(1,263
)
 
$
(33
)
XML 145 R84.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Grand Hyatt San Antonio Assets and Liabilities Table) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Business Acquisition [Line Items]      
Goodwill $ 133us-gaap_Goodwill $ 147us-gaap_Goodwill $ 133us-gaap_Goodwill
Grand Hyatt San Antonio [Member]      
Business Acquisition [Line Items]      
Cash and cash equivalents 1us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Restricted Cash 10h_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRestrictedCash
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Property and Equipment 226us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Goodwill 7us-gaap_Goodwill
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Intangibles 10us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Other assets 11us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherNoncurrentAssets
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Total assets 265us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Current liabilities 11us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Deferred Tax Liabilities 2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilitiesNoncurrent
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Long-term Debt, net of bond discount 186us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Total liabilities 199us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
Total net assets acquired $ 66us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_GrandHyattSanAntonioMember
   
XML 146 R15.htm IDEA: XBRL DOCUMENT v2.4.1.9
Property and Equipment
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]
PROPERTY AND EQUIPMENT
Property and equipment at cost as of December 31, 2014 and 2013, consists of the following:
 
December 31, 2014
 
December 31, 2013
Land
$
710

 
$
672

Buildings
3,948

 
4,628

Leasehold improvements
226

 
254

Furniture, equipment and computers
1,173

 
1,376

Construction in progress
151

 
86

 
6,208

 
7,016

Less accumulated depreciation
(2,022
)
 
(2,345
)
Total
$
4,186

 
$
4,671


Depreciation expense was $324 million, $320 million, and $327 million for the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of capital leased assets at December 31, 2014 and 2013, is $14 million and $223 million, respectively, which is net of accumulated depreciation of $7 million and $80 million, respectively. During the year ended December 31, 2014, we exercised our purchase option under the capital lease to acquire the Hyatt Regency Grand Cypress for $191 million.
During 2014, we acquired property and equipment of $386 million in the acquisition of the Park Hyatt New York and property and equipment of $207 million in the acquisition of Hyatt Regency Lost Pines Resort and Spa and adjacent land. During 2014, we sold four full service hotels, fifty-two select service hotels, and Hyatt Residential Group, which included a full service hotel, which in the aggregate had property and equipment of $883 million. Additionally, during the fourth quarter of 2014, we committed to sell Hyatt Regency Indianapolis to a third party and classified the $47 million of property and equipment as assets held for sale at December 31, 2014. See Note 8 for further details on the acquisitions and dispositions in 2014.
Interest capitalized as a cost of property and equipment totaled $7 million, $8 million and $4 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is recorded net in interest expense. The year ended December 31, 2014 includes a $13 million charge to asset impairments in the consolidated statements of income, related to an impairment of property and equipment recorded in our owned and leased hotels segment. The year ended December 31, 2013 includes an $11 million charge to asset impairments in the consolidated statements of income, related to an impairment of property and equipment recorded in our owned and leased hotels segment.
XML 147 R150.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment and Geographic Information (Schedule of Revenues from External Customers and Long-Lived Assets) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]                      
Total revenues $ 1,079us-gaap_Revenues $ 1,104us-gaap_Revenues $ 1,158us-gaap_Revenues $ 1,074us-gaap_Revenues $ 1,091us-gaap_Revenues $ 1,026us-gaap_Revenues $ 1,092us-gaap_Revenues $ 975us-gaap_Revenues $ 4,415us-gaap_Revenues $ 4,184us-gaap_Revenues $ 3,949us-gaap_Revenues
Long Lived Assets 4,871us-gaap_NoncurrentAssets       5,409us-gaap_NoncurrentAssets       4,871us-gaap_NoncurrentAssets 5,409us-gaap_NoncurrentAssets  
United States [Member]                      
Revenues from External Customers and Long-Lived Assets [Line Items]                      
Total revenues                 3,476us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= country_US
3,270us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= country_US
3,140us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= country_US
Long Lived Assets 3,643us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= country_US
      4,026us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= country_US
      3,643us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= country_US
4,026us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= country_US
 
All Foreign [Member]                      
Revenues from External Customers and Long-Lived Assets [Line Items]                      
Total revenues                 939us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
914us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
809us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
Long Lived Assets $ 1,228us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
      $ 1,383us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
      $ 1,228us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
$ 1,383us-gaap_NoncurrentAssets
/ us-gaap_StatementGeographicalAxis
= h_CountriesOutsideUnitedStatesMember
 
XML 148 R60.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity Method Investments (Carrying Value and Ownership Percentages of Equity Method Investments) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]    
Equity Method Investments $ 311us-gaap_EquityMethodInvestments $ 320us-gaap_EquityMethodInvestments
Wailea Hotel Holdings, LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 65.80%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_WaileaHotelHoldingsLLCMember
 
Equity Method Investments 136us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_WaileaHotelHoldingsLLCMember
132us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_WaileaHotelHoldingsLLCMember
Playa Hotels & Resorts B.V. [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 23.70%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
 
Equity Method Investments 45us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
50us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
Juniper Hotels Private Ltd [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_JuniperHotelsPrivateLtdMember
 
Equity Method Investments 34us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_JuniperHotelsPrivateLtdMember
33us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_JuniperHotelsPrivateLtdMember
Hotel Hoyo Uno (Andaz Mayakoba) [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 40.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HotelHoyoUnoAndazMayakobaMember
 
Equity Method Investments 20us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HotelHoyoUnoAndazMayakobaMember
12us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HotelHoyoUnoAndazMayakobaMember
Noble I/HY, LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 40.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_NobleIHYLLCMember
 
Equity Method Investments 11us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_NobleIHYLLCMember
14us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_NobleIHYLLCMember
Denver Downtown Hotel Partners LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DenverDowntownHotelPartnersLLCMember
 
Equity Method Investments 9us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DenverDowntownHotelPartnersLLCMember
4us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DenverDowntownHotelPartnersLLCMember
Desarrolladora Hotelera Acueducto (Hyatt Regency Guadalajara) [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DesarrolladoraHoteleraAcueductoHyattRegencyGuadalajaraMember
 
Equity Method Investments 8us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DesarrolladoraHoteleraAcueductoHyattRegencyGuadalajaraMember
0us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DesarrolladoraHoteleraAcueductoHyattRegencyGuadalajaraMember
Renaissance Centro M Street LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 33.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_RenaissanceCentroMStreetLLCMember
 
Equity Method Investments 6us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_RenaissanceCentroMStreetLLCMember
0us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_RenaissanceCentroMStreetLLCMember
PCH Beach Resort, LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 40.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PchBeachResortLlcMember
 
Equity Method Investments 5us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PchBeachResortLlcMember
4us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PchBeachResortLlcMember
Diamante Resort La Paz [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DiamanteResortLaPazMember
 
Equity Method Investments 5us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DiamanteResortLaPazMember
5us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_DiamanteResortLaPazMember
Other Equity Method Investments in Hotel and Vacation Properties [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investments $ 32us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_OtherEquityMethodInvestmentsInHotelAndVacationPropertiesMember
$ 66us-gaap_EquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_OtherEquityMethodInvestmentsInHotelAndVacationPropertiesMember
XML 149 R154.htm IDEA: XBRL DOCUMENT v2.4.1.9
Other Income (Loss), Net (Reconciliation of Components in Other Income (Loss), Net) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Other Income (Loss), Net [Abstract]      
Performance guarantee expense $ (23)h_PerformanceGuaranteeIncomeExpense $ (5)h_PerformanceGuaranteeIncomeExpense $ 0h_PerformanceGuaranteeIncomeExpense
Realignment costs (7)h_Realignmentexpenses 0h_Realignmentexpenses (21)h_Realignmentexpenses
Transaction costs (6)us-gaap_BusinessCombinationAcquisitionRelatedCosts (10)us-gaap_BusinessCombinationAcquisitionRelatedCosts (2)us-gaap_BusinessCombinationAcquisitionRelatedCosts
Foreign currency losses (3)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax (5)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax (3)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax
Interest income 11us-gaap_InvestmentIncomeInterest 17us-gaap_InvestmentIncomeInterest 23us-gaap_InvestmentIncomeInterest
Guarantee liability amortization 7h_Amortizationofliability 5h_Amortizationofliability 0h_Amortizationofliability
Cost method investment income 1h_CostMethodInvestmentIncome 50h_CostMethodInvestmentIncome 1h_CostMethodInvestmentIncome
Gains on other marketable securities 0us-gaap_MarketableSecuritiesGainLoss 2us-gaap_MarketableSecuritiesGainLoss 17us-gaap_MarketableSecuritiesGainLoss
Impairment of held-to-maturity investment 0us-gaap_OtherThanTemporaryImpairmentLossesInvestmentsHeldtomaturitySecurities 0us-gaap_OtherThanTemporaryImpairmentLossesInvestmentsHeldtomaturitySecurities (4)us-gaap_OtherThanTemporaryImpairmentLossesInvestmentsHeldtomaturitySecurities
Gain on sale of artwork 0h_Gainonsaleofartwork 29h_Gainonsaleofartwork 0h_Gainonsaleofartwork
Charitable contribution to Hyatt Hotels Foundation 0h_Charitablecontributions (20)h_Charitablecontributions 0h_Charitablecontributions
Debt settlement costs 0h_DebtSettlementCosts (35)h_DebtSettlementCosts 0h_DebtSettlementCosts
Provision on hotel loans 0us-gaap_ProvisionForLoanLossesExpensed (6)us-gaap_ProvisionForLoanLossesExpensed (4)us-gaap_ProvisionForLoanLossesExpensed
Other 3h_OtherIncomeLoss (5)h_OtherIncomeLoss 0h_OtherIncomeLoss
Other income (loss), net $ (17)us-gaap_OtherNonoperatingIncomeExpense $ 17us-gaap_OtherNonoperatingIncomeExpense $ 7us-gaap_OtherNonoperatingIncomeExpense
XML 150 R110.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Retail Lease Receipts) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Leases [Abstract]  
2015 $ 24us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableCurrent
2016 21us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears
2017 20us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears
2018 16us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFourYears
2019 13us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFiveYears
Thereafter 68us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableThereafter
Total minimum lease receipts $ 162us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable
XML 151 R13.htm IDEA: XBRL DOCUMENT v2.4.1.9
Marketable Securities (Notes)
12 Months Ended
Dec. 31, 2014
Marketable Securities [Abstract]  
Marketable Securities [Text Block]
MARKETABLE SECURITIES
We hold marketable securities to fund certain operating programs and for investment purposes. Marketable securities held to fund operating programs are recorded in prepaids and other assets and other assets. We periodically transfer cash and cash equivalents to time deposits, highly liquid and transparent commercial paper, corporate notes and bonds, and U.S. government obligations and obligations of other government agencies for investment purposes, which are recorded in short-term investments. We also hold investments in preferred stock, which is included within other assets.
Marketable Securities Held to Fund Operating Programs—At December 31, 2014 and 2013, total marketable securities held for the Hyatt Gold Passport Fund (see Note 2) and certain deferred compensation plans (see Note 12), carried at fair value and included in the consolidated balance sheets were as follows: 
 
December 31, 2014
 
December 31, 2013
Marketable securities held by the Hyatt Gold Passport Fund
$
338

 
$
321

Marketable securities held to fund deferred compensation plans
341

 
334

Total marketable securities
$
679

 
$
655

Less current portion of marketable securities held for operating programs included in prepaids and other assets
(54
)
 
(59
)
Marketable securities included in other assets
$
625

 
$
596


Included in net gains and interest income from marketable securities held to fund operating programs in the consolidated statements of income are $3 million, $(1) million and $3 million of realized and unrealized gains (losses) and interest income, net related to marketable securities held by the Hyatt Gold Passport Fund for the years ended December 31, 2014, 2013 and 2012, respectively. Also included are $12 million, $35 million, and $18 million of net realized and unrealized gains related to marketable securities held to fund deferred compensation plans for the years ended December 31, 2014, 2013 and 2012, respectively.
Marketable Securities Held for Investment Purposes—At December 31, 2014 and 2013, our total marketable securities held for investment purposes and included in the consolidated balance sheets were as follows: 
 
December 31, 2014
 
December 31, 2013
Time deposits included in short-term investments
$
130

 
$
30

Playa preferred shares included in other assets
280

 
278


There were no gains (losses) on marketable securities held for investment purposes for the year ended December 31, 2014. Gains on marketable securities held for investment purposes of $2 million and $17 million for the years ended December 31, 2013 and 2012, respectively, are included in other income (loss), net (see Note 21). Included in gains on marketable securities held for investment purposes were gross realized gains and losses on available-for-sale securities of $2 million for the year ended December 31, 2013, and an insignificant amount for the year ended December 31, 2012.
During the year ended December 31, 2013, we invested $271 million in Playa for redeemable, convertible preferred shares. Hyatt has the option to convert its preferred shares into shares of common stock at any time through the later of the second anniversary of the closing of our investment or an initial public offering by Playa. The preferred investment is redeemable at Hyatt's option in August 2021. In the event of an initial public offering or other equity issuance, Hyatt has the option to request that Playa redeem up to $125 million of preferred shares. As a result, we have classified the preferred investment as an available for sale debt security, which is remeasured quarterly at fair value in the consolidated balance sheets through other comprehensive income. See Note 5 for further detail on the fair value of this preferred investment. The fair value of this investment was: 
 
2014
 
2013
Fair value at January 1, recorded in other assets
$
278

 
$

Cost or amortized cost of initial investment

 
271

Gross unrealized gains, recorded to other comprehensive income (loss)
9

 
7

Gross unrealized losses, recorded to other comprehensive income (loss)
(7
)
 

Fair value at December 31, recorded in other assets
$
280

 
$
278

XML 152 R14.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurement
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block]
FAIR VALUE MEASUREMENT
We have various financial instruments that are measured at fair value including certain marketable securities and derivative instruments. We currently do not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of December 31, 2014 and 2013, we had the following financial assets and liabilities measured at fair value on a recurring basis (see Note 2 for definitions of fair value and the three levels of the fair value hierarchy):
 
December 31, 2014
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Marketable securities recorded in cash and cash equivalents
 
 
 
 
 
 
 
Interest bearing money market funds
$
70

 
$
70

 
$

 
$

Marketable securities included in short-term investments, prepaids and other assets and other assets
 
 
 
 
 
 
 
Mutual funds
341

 
341

 

 

Preferred shares
280

 

 

 
280

Time deposits
130

 

 
130

 

U.S. government obligations
127

 

 
127

 

U.S. government agencies
34

 

 
34

 

Corporate debt securities
128

 

 
128

 

Mortgage-backed securities
23

 

 
23

 

Asset-backed securities
23

 

 
23

 

Municipal and provincial notes and bonds
3

 

 
3

 

Derivative instruments
 
 
 
 
 
 
 
Foreign currency forward contracts
1

 

 
1

 

 
December 31, 2013
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Marketable securities recorded in cash and cash equivalents
 
 
 
 
 
 
 
Interest bearing money market funds
$
71

 
$
71

 
$

 
$

Marketable securities included in short-term investments, prepaids and other assets and other assets
 
 
 
 
 
 
 
Mutual funds
334

 
334

 

 

Preferred shares
278

 

 

 
278

Time deposits
30

 

 
30

 

U.S. government obligations
121

 

 
121

 

U.S. government agencies
46

 

 
46

 

Corporate debt securities
112

 

 
112

 

Mortgage-backed securities
20

 

 
20

 

Asset-backed securities
18

 

 
18

 

Municipal and provincial notes and bonds
4

 

 
4

 

Derivative instruments
 
 
 
 
 
 
 
Foreign currency forward contracts
(3
)
 

 
(3
)
 


During the years ended December 31, 2014 and 2013, there were no transfers between levels of the fair value hierarchy. Our policy is to recognize transfers in and transfers out as of the end of each quarterly reporting period.
Marketable Securities
Our portfolio of marketable securities consists of various types of money market funds, mutual funds, preferred shares, time deposits and fixed income securities, including U.S. government obligations, obligations of other U.S. government agencies, corporate debt securities, mortgage-backed securities, asset-backed securities and municipal and provincial notes and bonds. We invest a portion of our cash balance into short-term interest bearing money market funds that have a maturity of less than ninety days. Consequently, the balances are recorded in cash and cash equivalents. The funds are held with open-ended registered investment companies and the fair value of the funds are classified as Level One as we are able to obtain market available pricing information on an ongoing basis. The fair value of our mutual funds was classified as Level One as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. Time deposits included in short-term investments are recorded at par value, which approximates fair value. These are included within short-term investments as a Level Two measurement. The remaining securities, other than our investment in preferred shares, were classified as Level Two due to the use and weighting of multiple market inputs being considered in the final price of the security. Market inputs include quoted market prices from active markets for identical securities, quoted market prices for identical securities in inactive markets, and quoted market prices in active and inactive markets for similar securities. See Note 4 for further details on our marketable securities.
The impact to net income from total gains or losses included in net gains and interest income from marketable securities held to fund operating programs due to the change in unrealized gains or losses relating to assets still held at the reporting date for the years ended December 31, 2014, 2013 and 2012 was insignificant.
We estimated the fair value of the Playa preferred shares using an option pricing model. This model requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value. As Playa is not publicly traded, there is no market value for its stock. Therefore, we utilized observable data for a group of comparable peer companies to assist in developing our volatility assumptions. The expected volatility of Playa’s stock price was developed using weighted average measures of implied volatility and historic volatility for its peer group for a period equal to our expected term of the option. The weighted average risk-free interest rate was based on a zero coupon U.S. Treasury instrument whose term was consistent with the expected term. We anticipate receiving cumulative preferred dividends on our preferred shares; therefore, the expected dividend yield was assumed to be 10% per annum compounding quarterly for two years and increasing to 12% after the second year, with such dividends to be paid-in-kind.
A summary of the significant assumptions used to estimate the fair value of our preferred investment as of December 31, 2014 and 2013 is as follows:
 
December 31, 2014
December 31, 2013
Expected term
0.75 years

2 years

Risk-free Interest Rate
0.19
%
0.38
%
Volatility
43.9
%
47.7
%
Dividend Yield
10
%
10
%


Our valuation considers a number of objective and subjective factors that we believe market participants would consider, including: Playa's business and results of operations, including related industry trends affecting Playa's operations; Playa's forecasted operating performance and projected future cash flows; liquidation preferences, redemption rights, and other rights and privileges of Playa's preferred stock; and market multiples of comparable peer companies.
As of December 31, 2014 and 2013, financial forecasts were used in the computation of the enterprise value using the income approach. The financial forecasts were based on assumed revenue growth rates and operating margin levels. The risks associated with achieving these forecasts were assessed in selecting the appropriate cost of capital. There is inherent uncertainty in our assumptions, and fluctuations in these assumptions will result in different estimates of fair value. Due to the lack of availability in market data, the preferred shares are classified as Level Three. See Note 4 for further details on our marketable securities.
Derivative Instruments
Our derivative instruments are foreign currency exchange rate instruments and interest rate swaps. The instruments are valued using an income approach with factors such as interest rates and yield curves, which represent market observable inputs and are classified as Level Two. Credit valuation adjustments may be made to ensure that derivatives are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our nonperformance risk. During the year ended December 31, 2013, we redeemed all of our 2015 Notes and settled the related outstanding interest rate swaps. See Note 10 for further details on our debt settlement.
XML 153 R137.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation (SAR Valuation Assumptions) (Details) (Stock Appreciation Rights (SARs) [Member], USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Stock Appreciation Rights (SARs) [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Forfeiture Rate 0.00%h_ForfeitureRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
   
Exercise Price (in dollars per share) $ 49.39h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 43.44h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
$ 41.29h_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term 6 years 3 months 15 days 6 years 3 months 29 days 6 years 3 months
Risk-free Interest Rate 1.93%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
1.18%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
1.49%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Expected Volatility 44.32%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsWeightedAverageVolatilityRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
40.67%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsWeightedAverageVolatilityRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
40.84%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsWeightedAverageVolatilityRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
Annual Dividend Yield 0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate
/ us-gaap_AwardTypeAxis
= us-gaap_StockAppreciationRightsSARSMember
XML 154 R16.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables
12 Months Ended
Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]  
Financing Receivables
FINANCING RECEIVABLES
We have divided our financing receivables, which include loans and other financing arrangements, into three portfolio segments based on their initial measurement, risk characteristics and our method for monitoring or assessing credit risk. These portfolio segments correspond directly with our assessed class of receivables and are as follows:
Secured Financing to Hotel OwnersThese financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. These loans at December 31, 2014 and December 31, 2013 include financing provided to certain franchisees for the renovation and conversion of certain franchised hotels. These franchisee loans accrue interest at fixed rates ranging between 5.0% and 5.5%.
Unsecured Financing to Hotel Owners—These financing receivables are primarily made up of individual unsecured loans and other types of financing arrangements provided to hotel owners. Our other financing receivables have stated maturities and interest rates. However, the expected repayment terms may be dependent on the future cash flows of the hotels and these instruments, therefore, are not considered loans as the repayment dates are not fixed or determinable. Because the other types of financing arrangements are not considered loans, we do not include them in our impaired loans analysis. Since these receivables may come due earlier than the stated maturity date, the expected maturity dates have been excluded from the maturities table below.
Vacation Ownership Mortgages Receivables—These financing receivables are comprised of various mortgage loans related to our financing of vacation ownership interval sales. In the fourth quarter of 2014, we sold our vacation ownership business, therefore the outstanding balance in Vacation Ownership Mortgage Receivables is zero at December 31, 2014.
The three portfolio segments of financing receivables and their balances at December 31, 2014 and 2013 are as follows:
 
December 31, 2014
 
December 31, 2013
Secured financing to hotel owners
$
39

 
$
39

Vacation ownership mortgage receivables at various interest rates with varying payments through 2031

 
44

Unsecured financing to hotel owners
102

 
147

 
141

 
230

Less allowance for losses
(100
)
 
(103
)
Less current portion included in receivables, net
(1
)
 
(8
)
Total long-term financing receivables, net
$
40

 
$
119


Financing receivables held by us as of December 31, 2014 are scheduled to mature as follows:
Year Ending December 31,
Secured Financing to Hotel Owners
2015
$
39

2016 and Thereafter

Total
39

Less allowance
(13
)
Net financing receivables
$
26


Allowance for Losses and Impairments
We individually assess all loans in the secured financing to hotel owners portfolio and the unsecured financing to hotel owners portfolio for impairment. During the years ended December 31, 2014, 2013, and 2012, we assessed the vacation ownership mortgage receivables portfolio, which consists entirely of loans, for impairment on an aggregate basis. In addition to loans, we include other types of financing arrangements in unsecured financing to hotel owners which we do not assess individually for impairment. However, we regularly evaluate our reserves for these other financing arrangements and record provisions in the financing receivables allowance as necessary. Impairment charges for loans within all three portfolios and reserves related to our other financing arrangements are recorded as provisions in the financing receivables allowance. We consider the provisions on all of our portfolio segments to be adequate based on the economic environment and our assessment of the future collectability of the outstanding loans.
The following tables summarize the activity in our financing receivables allowance for the years ended December 31, 2014 and 2013:
 
Secured Financing
 
Vacation Ownership
 
Unsecured Financing
 
Total
Allowance at January 1, 2014
$
13

 
$
7

 
$
83

 
$
103

   Provision

 
1

 
6

 
7

   Write-offs

 
(1
)
 

 
(1
)
   Other adjustments*

 
(7
)
 
(2
)
 
(9
)
Allowance December 31, 2014
$
13

 
$

 
$
87

 
$
100

* Other adjustments to vacation ownership receivables includes removal of the allowance recorded in connection with the sale of our vacation ownership business.

 
Secured Financing
 
Vacation Ownership
 
Unsecured Financing
 
Total
Allowance at January 1, 2013
$
7

 
$
9

 
$
83

 
$
99

  Provisions
6

 

 
7

 
13

  Write-offs

 
(2
)
 
(4
)
 
(6
)
  Other adjustments

 

 
(3
)
 
(3
)
Allowance at December 31, 2013
$
13

 
$
7

 
$
83

 
$
103

 
 
 
 
 
 
 
 

During the year ended December 31, 2012, we recorded provisions of $6 million and $13 million for vacation ownership mortgage receivables and unsecured financing to hotel owners, respectively. We recorded no provisions for receivables within our secured financing to hotel owners portfolio segment.
We routinely evaluate loans within financing receivables for impairment. To determine whether an impairment has occurred, we evaluate the collectability of both interest and principal. A loan is considered to be impaired when the Company determines that it is probable that we will not be able to collect all amounts due under the contractual terms. We do not record interest income for impaired loans unless cash is received, in which case the payment is recorded to other income (loss), net in the accompanying consolidated statements of income. We did not record any impairments to financing receivables during the year ended December 31, 2014. During the year ended December 31, 2013, we recorded an allowance of $6 million for loans to hotel owners that we deemed to be impaired, which was recognized within other income (loss), net in the accompanying consolidated statements of income. During the year ended December 31, 2012, we recorded an allowance of $10 million for loans and wrote off a fully impaired loan of $3 million. The gross value of our impaired loans and related reserve increases, outside of impairments recognized, due to the accrual and related reserve of interest income on these loans.
An analysis of our loans included in secured financing to hotel owners and unsecured financing to hotel owners had the following impaired amounts at December 31, 2014 and 2013, all of which had a related allowance recorded against them:
Impaired Loans
December 31, 2014
 
Gross Loan Balance (Principal and Interest)
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Loan Balance
Secured financing to hotel owners
$
39

 
$
39

 
$
(13
)
 
$
39

Unsecured financing to hotel owners
52

 
37

 
(52
)
 
52

Impaired Loans
December 31, 2013
 
Gross Loan Balance (Principal and Interest)
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Loan Balance
Secured financing to hotel owners
$
39

 
$
39

 
$
(13
)
 
$
40

Unsecured financing to hotel owners
51

 
37

 
(51
)
 
52


Interest income recognized on these impaired loans within other income (loss), net on our consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 was as follows:
Interest Income
 
Years Ended December 31,
 
2014
 
2013
 
2012
Secured financing to hotel owners
$
2

 
$
2

 
$
2

Unsecured financing to hotel owners

 

 
2


Credit Monitoring
On an ongoing basis, we monitor the credit quality of our financing receivables based on payment activity.
Past-due Receivables—We determine financing receivables to be past-due based on the contractual terms of each individual financing receivable agreement.
Non-Performing Receivables—Receivables are determined to be non-performing based upon the following criteria: (1) if interest or principal is more than 90 days past due for secured financing to hotel owners and unsecured financing to hotel owners; (2) if interest or principal is more than 120 days past due for vacation ownership mortgage receivables; or (3) if an impairment charge has been recorded for a loan or a provision established for our other financing arrangements. For the years ended December 31, 2014 and 2013, no interest income was accrued for secured financing to hotel owners and unsecured financing to hotel owners more than 90 days past due. For the year ended December 31, 2013, no interest income was accrued for vacation ownership receivables more than 120 days past due, and insignificant interest income was accrued for vacation ownership receivables past due more than 90 days but less than 120 days.
If a financing receivable is non-performing, we place the financing receivable on non-accrual status. We only recognize interest income when received for financing receivables on non-accrual status. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed.
The following tables summarize our aged analysis of past-due financing receivables by portfolio segment, the gross balance of financing receivables greater than 90 days past-due and the gross balance of financing receivables on non-accrual status as of December 31, 2014 and December 31, 2013:
Analysis of Financing Receivables
December 31, 2014
 
Receivables Past Due
 
Greater than 90 Days Past Due
 
Receivables on Non-Accrual Status
Secured financing to hotel owners
$

 
$

 
$
39

Unsecured financing to hotel owners*
3

 
3

 
87

Total
$
3

 
$
3

 
$
126


Analysis of Financing Receivables
December 31, 2013
 
Receivables Past Due
 
Greater than 90 Days Past Due
 
Receivables on Non-Accrual Status
Secured financing to hotel owners
$

 
$

 
$
39

Vacation ownership mortgage receivables
2

 

 

Unsecured financing to hotel owners*
3

 
3

 
82

Total
$
5

 
$
3

 
$
121


* Certain of these receivables have been placed on non-accrual status and we have recorded allowances for these receivables based on estimates of future cash flows available for payment of these financing receivables. However, a majority of these payments are not past due.
Fair Value—We estimated the fair value of financing receivables to approximate $43 million and $130 million as of December 31, 2014 and December 31, 2013, respectively. We estimated the fair value of financing receivables using discounted cash flow analysis based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified our financing receivables as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. Fluctuations in these assumptions will result in different estimates of fair value.
 
Asset (Liability)
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
29

 
$

 
$

 
$
29

Unsecured financing to hotel owners
15

 
14

 

 

 
14

 
Asset (Liability)
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other
Observable Inputs
(Level Two)
 
Significant Unobservable Inputs (Level Three)
Financing receivables
 
 
 
 
 
 
 
 
 
Secured financing to hotel owners
$
26

 
$
28

 
$

 
$

 
$
28

Vacation ownership mortgage receivable
37

 
38

 

 

 
38

Unsecured financing to hotel owners
64

 
64

 

 

 
64

XML 155 R64.htm IDEA: XBRL DOCUMENT v2.4.1.9
Marketable Securities (Investments) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Other Noncurrent Assets [Member]    
Schedule of Investments [Line Items]    
Playa Preferred Shares $ 280us-gaap_AvailableForSaleSecurities
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_OtherNoncurrentAssetsMember
$ 278us-gaap_AvailableForSaleSecurities
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_OtherNoncurrentAssetsMember
Short-term Investments [Member]    
Schedule of Investments [Line Items]    
Time Deposits, at Carrying Value $ 130us-gaap_TimeDepositsAtCarryingValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
$ 30us-gaap_TimeDepositsAtCarryingValue
/ us-gaap_FairValueByAssetClassAxis
= us-gaap_ShortTermInvestmentsMember
XML 156 R120.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans Employee Benefit Plans (Multi-Employer Health Plans) (Details) (Multiemployer Plans, Postretirement Benefit [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Multiemployer Plans, Postretirement Benefit [Member]
     
Multiemployer Plans [Line Items]      
Multiemployer Plan, Period Contributions $ 12us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPostretirementBenefitMember
$ 12us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPostretirementBenefitMember
$ 10us-gaap_MultiemployerPlanPeriodContributions
/ us-gaap_MultiemployerPlanTypeAxis
= us-gaap_MultiemployerPlansPostretirementBenefitMember
XML 157 R85.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Orlando Assets and Liabilities Table) (Details) (Hyatt Regency Orlando [Member], USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Hyatt Regency Orlando [Member]
 
Business Acquisition [Line Items]  
Cash and cash equivalents $ 2us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Prepaids and other current assets 3us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Property and Equipment 678us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Intangibles 39us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Total assets 722us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Current liabilities 6us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Total liabilities 6us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
Total net assets acquired $ 716us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyOrlandoMember
XML 158 R66.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurement (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]      
Gain (Loss) on Marketable Securities Held to Fund Operating Programs $ 0us-gaap_MarketableSecuritiesUnrealizedGainLossExcludingOtherThanTemporaryImpairments $ 0us-gaap_MarketableSecuritiesUnrealizedGainLossExcludingOtherThanTemporaryImpairments $ 0us-gaap_MarketableSecuritiesUnrealizedGainLossExcludingOtherThanTemporaryImpairments
Fair value transfers between levels $ 0h_Fairvaluetransfersbetweenlevels $ 0h_Fairvaluetransfersbetweenlevels  
Preferred Shares [Member] | Playa Hotels & Resorts B.V. [Member]      
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]      
Fair Value Assumptions, Expected Dividend Rate 10.00%us-gaap_FairValueAssumptionsExpectedDividendRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
10.00%us-gaap_FairValueAssumptionsExpectedDividendRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
 
Preferred Shares [Member] | Playa Hotels & Resorts B.V. [Member] | 10% Expected Dividend Rate Years 1-2 [Member]      
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]      
Fair Value Assumptions, Expected Dividend Rate 10.00%us-gaap_FairValueAssumptionsExpectedDividendRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
/ us-gaap_ValuationTechniqueAxis
= h_A10ExpectedDividendRateYears12Member
   
Preferred Shares [Member] | Playa Hotels & Resorts B.V. [Member] | 12% Expected Dividend Rate Year 3 [Member]      
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]      
Fair Value Assumptions, Expected Dividend Rate 12.00%us-gaap_FairValueAssumptionsExpectedDividendRate
/ us-gaap_MajorTypesOfDebtAndEquitySecuritiesAxis
= us-gaap_OtherAggregatedInvestmentsMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
/ us-gaap_ValuationTechniqueAxis
= h_A12ExpectedDividendRateYear3Member
   
XML 159 R102.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt Debt (Floating Average Rate Construction Loan Narrative) (Details)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2014
Floating average rate construction loan [Member]
USD ($)
sub-loan
Dec. 31, 2014
Floating average rate construction loan [Member]
BRL
Dec. 31, 2013
Floating average rate construction loan [Member]
USD ($)
Dec. 31, 2013
Floating average rate construction loan [Member]
BRL
Dec. 31, 2014
Subloan (a) [Member]
Floating average rate construction loan [Member]
Dec. 31, 2014
Subloan (b) [Member]
Floating average rate construction loan [Member]
Dec. 31, 2014
Subloan (c) [Member]
Floating average rate construction loan [Member]
Debt Instrument [Line Items]                  
Number of Loans     4h_NumberofLoans
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
4h_NumberofLoans
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
         
Debt Instrument, Basis Spread on Variable Rate             2.92%us-gaap_DebtInstrumentBasisSpreadOnVariableRate1
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
/ us-gaap_LongtermDebtTypeAxis
= h_SubloanaMember
3.92%us-gaap_DebtInstrumentBasisSpreadOnVariableRate1
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
/ us-gaap_LongtermDebtTypeAxis
= h_SubloanbMember
 
Debt Instrument, Basis Spread on Variable Rate                 2.50%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
/ us-gaap_LongtermDebtTypeAxis
= h_SubloancMember
Debt, Weighted Average Interest Rate     8.34%us-gaap_DebtWeightedAverageInterestRate
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
8.34%us-gaap_DebtWeightedAverageInterestRate
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
         
Restricted cash $ 359us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue $ 184us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue $ 27us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
71us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
$ 16us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
37us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
     
Long-term Construction Loan, Noncurrent     $ 73us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
193us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
$ 32us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
75us-gaap_ConstructionLoanNoncurrent
/ us-gaap_DebtInstrumentAxis
= h_FloatingaveragerateconstructionloanMember
     
XML 160 R63.htm IDEA: XBRL DOCUMENT v2.4.1.9
Marketable Securities (Marketable Securities Held to Fund Operating Programs) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Schedule of Investments [Line Items]    
Total marketable securities $ 679us-gaap_MarketableSecurities $ 655us-gaap_MarketableSecurities
Less current portion of marketable securities held for operating programs included in prepaids and other assets (54)us-gaap_MarketableSecuritiesCurrent (59)us-gaap_MarketableSecuritiesCurrent
Marketable securities included in other assets 625us-gaap_MarketableSecuritiesNoncurrent 596us-gaap_MarketableSecuritiesNoncurrent
Gold Passport Fund [Member]    
Schedule of Investments [Line Items]    
Total marketable securities 338us-gaap_MarketableSecurities
/ h_MarketableSecuritiesByProgramAxis
= h_GoldPassportFundMember
321us-gaap_MarketableSecurities
/ h_MarketableSecuritiesByProgramAxis
= h_GoldPassportFundMember
Deferred Compensation Plans [Member]    
Schedule of Investments [Line Items]    
Total marketable securities $ 341us-gaap_MarketableSecurities
/ h_MarketableSecuritiesByProgramAxis
= h_DeferredCompensationPlansMember
$ 334us-gaap_MarketableSecurities
/ h_MarketableSecuritiesByProgramAxis
= h_DeferredCompensationPlansMember
XML 161 R92.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Amortization Expense Table) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization Expense $ 30us-gaap_AmortizationOfIntangibleAssets $ 25us-gaap_AmortizationOfIntangibleAssets $ 26us-gaap_AmortizationOfIntangibleAssets
XML 162 R129.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments And Contingencies Commitments and Contingencies (Schedule of Guarantor Obligations) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Guarantor Obligations [Line Items]      
Amortization of initial guarantee obligation liability into income $ (7)h_Amortizationofliability $ (5)h_Amortizationofliability $ 0h_Amortizationofliability
Performance guarantee expense 23h_PerformanceGuaranteeIncomeExpense 5h_PerformanceGuaranteeIncomeExpense 0h_PerformanceGuaranteeIncomeExpense
Foreign currency exchange gain (loss) (3)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax (5)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax (3)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax
Performance Guarantee [Member]      
Guarantor Obligations [Line Items]      
Ending Balance, December 31 111us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
129us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Four Hotels in France [Member] | Performance Guarantee [Member]      
Guarantor Obligations [Line Items]      
Beginning Balance, Jaunary 1 123us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
0us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Initial guarantee obligation liability upon inception 0us-gaap_GuarantyLiabilities
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
115us-gaap_GuarantyLiabilities
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Amortization of initial guarantee obligation liability into income (6)h_Amortizationofliability
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
(5)h_Amortizationofliability
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Performance guarantee expense 19h_PerformanceGuaranteeIncomeExpense
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
0h_PerformanceGuaranteeIncomeExpense
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Net (payments) receipts during the year (18)h_GuaranteePaymentsReceipts
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
5h_GuaranteePaymentsReceipts
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Foreign currency exchange gain (loss) (12)us-gaap_ForeignCurrencyTransactionGainLossBeforeTax
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
8us-gaap_ForeignCurrencyTransactionGainLossBeforeTax
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
Ending Balance, December 31 $ 106us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
$ 123us-gaap_GuaranteeObligationsCurrentCarryingValue
/ us-gaap_GuaranteeObligationsByNatureAxis
= h_FourHotelsInFranceMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= us-gaap_PerformanceGuaranteeMember
 
XML 163 R34.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Principles of Consolidation [Policy Text Block]
Principles of Consolidation—The consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates [Policy Text Block]
Use of Estimates—We are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.
Revenue Recognition [Policy Text Block]
Revenue Recognition—Our revenues are primarily derived from the following sources and are generally recognized when services have been rendered:
Owned and leased hotels revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the consolidated statements of income.
Management and franchise fees earned from hotels managed and franchised worldwide:
Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.
Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.
Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross rooms’ revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.
Other revenues
Other revenues primarily includes revenues from our vacation ownership business, earned through the date of sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all revenue and associated direct expenses were initially deferred and recognized in earnings through the percentage-of-completion method. As a result of the disposition, we entered into a master license agreement with ILG, through which we will earn license fees that are recorded to management and franchise fees in our consolidated statements of income.
Other revenues also include revenues from our co-branded credit card launched in 2010. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner; and (2) the fulfillment or expiration of a card member's activation offer. We receive incentive fees from our third-party partner upon activation of each credit card, which we defer until the associated compensated nights awarded on member activation are redeemed or expired.
Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.
Cash Equivalents [Policy Text Block]
Cash Equivalents—We consider all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents.
Restricted Cash [Policy Text Block]
Restricted Cash—We had restricted cash of $359 million and $184 million at December 31, 2014 and 2013, respectively, which includes:
sales proceeds for like-kind exchange agreements of $143 million and $74 million, respectively, that were placed into an escrow account administered by an intermediary (see Note 8).
reserves statutorily required to be held by our captive insurance subsidiary of $88 million and $74 million, respectively (see Note 15).
proceeds from $27 million and $16 million, respectively, drawn on a loan that are being used for the development of a hotel in Brazil (see Note 10).
$9 million and $10 million, respectively, related to debt service on bonds that were acquired in connection with the acquisition of the entity that owned the Grand Hyatt San Antonio hotel (see Note 10). In addition, we have $9 million and $11 million, respectively, recorded in other assets.
In addition, as of December 31, 2014, restricted cash includes $87 million for the sales of two Canadian hotels, as the Canadian tax regulations require a portion of the proceeds to be classified as restricted (see Note 8). The remaining restricted cash balances of $5 million and $10 million at December 31, 2014 and 2013, respectively, relate to secured real estate taxes, property insurance, escrow deposits on purchases of our vacation ownership intervals, escrow deposits on construction projects, security deposits, property and equipment reserves, and long-term loans. These amounts are invested in interest-bearing accounts.
Investments [Policy Text Block]
Investments—We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary as a result of qualitative and/or quantitative characteristics. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity ("VIE") that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for under the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.
We assess investments in unconsolidated affiliates for impairment quarterly. When there is indication that a loss in value has occurred, we evaluate the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, we use our judgment to determine if the decline in value is other-than-temporary. In determining this, we consider factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, our intent and ability to recover the lost value and current economic conditions. Impairments that are deemed other-than-temporary are charged to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.
Marketable Securities [Policy Text Block]
Marketable Securities—Our investments in marketable securities are principally included within short-term investments and other assets in the consolidated balance sheets and are classified as either trading or available-for-sale ("AFS") (see Note 4). Marketable securities are recorded at fair value based on listed market prices or dealer price quotations where available. Listed market prices and dealer price quotations are not available to value our preferred investment, therefore, we utilize an option pricing model, which requires that we make certain assumptions regarding the expected volatility, term, risk free interest rate over the expected term, dividend yield and enterprise value (see Note 5).
Our marketable securities consist of various types of mutual funds, preferred shares, time deposits, common stock and fixed income securities, including U.S. government obligations, obligations of other government agencies, corporate debt, mortgage-backed and asset-backed securities and municipal and provincial bonds. Realized and unrealized gains and losses on trading securities are reflected in our consolidated statements of income in other income (loss), net. Available-for-sale securities with unrealized gains and losses are reported as part of accumulated other comprehensive loss on the consolidated balance sheets. Realized gains and losses on available-for-sale securities are recognized in other income (loss), net based on the cost of the securities using specific identification. Available-for-sale securities are assessed for impairment quarterly. To determine if an impairment is other-than-temporary, we consider the duration and severity of the loss position, the strength of the underlying collateral, the term to maturity, credit rating and our intent to sell. For debt securities that are deemed other-than-temporarily impaired and there is no intent to sell, impairments are separated into the amount related to the credit loss, which is recorded in our consolidated statements of income and the amount related to all other factors, which is recorded in accumulated other comprehensive loss. For debt securities that are deemed other-than-temporarily impaired and there is intent to sell, impairments in their entirety are recorded on our consolidated statements of income
Foreign Currency [Policy Text Block]
Foreign Currency—The functional currency of our consolidated and nonconsolidated entities located outside the United States of America is generally the local currency. The assets and liabilities of these entities are translated into U.S. dollars at year-end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are reflected in stockholders’ equity. Gains and losses from foreign currency transactions are included in earnings. Income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables of a long-term nature are generally included in other comprehensive income (loss). Gains and losses from foreign exchange rate movement related to intercompany receivables and payables that are not of a long-term nature are included in earnings.
Financing Receivables [Policy Text Block]
Financing Receivables—We define financing receivables as financing arrangements that represent a contractual right to receive money either on demand or on fixed or determinable dates and that are recognized on our consolidated balance sheets at amortized cost in current and long-term receivables. We recognize interest income as earned and provide an allowance for cancellations and defaults. We have divided our financing receivables into three portfolio segments based on the level at which we develop and document a systematic methodology to determine the allowance for credit losses. Based on their initial measurement, risk characteristics and our method for monitoring and assessing credit risk, we have determined the class of financing receivables to correspond to our identified portfolio segments, which are as follows:
Secured Financing to Hotel Owners
These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. We determine our secured financing to hotel owners to be non-performing if either interest or principal is greater than 90 days past due based on the contractual terms of the individual mortgage loans.
We individually assess all loans in this portfolio for impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including loan performance, individual market factors, hotel performance, and the collateral of the underlying hotel. We measure loan impairment based on either the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral. The measurement method used is based on which would be most appropriate given the nature of the loan, the underlying collateral, and the facts and circumstances of the individual loan. For impaired loans, we establish a specific loan loss reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.
If we consider secured financing to hotel owners to be non-performing or impaired, we place the financing receivable on non-accrual status. We will recognize interest income when received for non-accruing finance receivables. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed. We write off secured financing to hotel owners when we determine that the loans are uncollectible and when all commercially reasonable means of recovering the loan balances have been exhausted.

Vacation Ownership Mortgage Receivables. As of December 31, 2014, we have completed the sale of our vacation ownership business and thus the outstanding balance in vacation ownership mortgage receivables is zero.
These financing receivables were comprised of various mortgage loans related to our financing of vacation ownership interval sales. We recorded an estimate of uncollectibility as a reduction of sales revenue at the time revenue was recognized on a vacation ownership interval sale. We evaluated this portfolio collectively as we held a large group of homogeneous, smaller-balance, vacation ownership mortgage receivables and used a technique referred to as static pool analysis, which tracked uncollectibles over the entire life of those mortgage receivables. We used static pool analysis as the basis for determining our general reserve requirements on our vacation ownership mortgage receivables. The adequacy of the related allowance was determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including defaults, aging and historical write-offs of these receivables. The allowance was maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.
We determined our vacation ownership mortgage receivables to be non-performing if either interest or principal was greater than 120 days past due based on the contractual terms of the individual mortgage loans and would not recognize interest income. We wrote-off vacation ownership mortgage receivables that were over 120 days past due, on the date which we determined the mortgage receivables to be uncollectible.

Unsecured Financing to Hotel Owners
These financing receivables are primarily made up of individual loans and other types of unsecured financing arrangements provided to hotel owners. These financing receivables have stated maturities and interest rates, however, the repayment terms vary and may be dependent upon future cash flows of the hotel. We determine our unsecured financing to hotel owners to be non-performing if interest or principal is greater than 90 days past due or if estimates of future cash flows available for repayment of these receivables indicate that there is a collectibility risk. We do not recognize interest income on non-performing financing arrangements and only resume interest recognition if the financing receivable becomes current.
We individually assess all financing receivables in this portfolio for collectability and impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due according to the contractual terms of the individual loan agreement based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including capital structure, individual hotel performance, and individual financing arrangement. We measure loan impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. The impairment reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.
We write off unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.
On an ongoing basis, we monitor the credit quality of our financing receivables based on payment activity.
Past-due Receivables—We determine financing receivables to be past-due based on the contractual terms of each individual financing receivable agreement.
Non-Performing Receivables—Receivables are determined to be non-performing based upon the following criteria: (1) if interest or principal is more than 90 days past due for secured financing to hotel owners and unsecured financing to hotel owners; (2) if interest or principal is more than 120 days past due for vacation ownership mortgage receivables; or (3) if an impairment charge has been recorded for a loan or a provision established for our other financing arrangements. For the years ended December 31, 2014 and 2013, no interest income was accrued for secured financing to hotel owners and unsecured financing to hotel owners more than 90 days past due. For the year ended December 31, 2013, no interest income was accrued for vacation ownership receivables more than 120 days past due, and insignificant interest income was accrued for vacation ownership receivables past due more than 90 days but less than 120 days.
If a financing receivable is non-performing, we place the financing receivable on non-accrual status. We only recognize interest income when received for financing receivables on non-accrual status. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed.
Inventories [Policy Text Block]
Inventories—Inventories are comprised of operating supplies and equipment that have a period of consumption of one year or less, and food and beverage items at our owned and leased hotels at December 31, 2014 and 2013, respectively. As of December 31, 2013, inventories principally was comprised of unsold vacation ownership intervals of $64 million. Due to the sale of our vacation ownership business in the fourth quarter of 2014, we no longer hold inventories of unsold vacation ownership intervals. As of December 31, 2013, vacation ownership inventory was carried at the lower of cost or market, based on relative sales value or net realizable value and was classified as a current asset consistent with recognized industry practice. Based on management's assessment, no impairment charges were recorded related to vacation ownership inventory in 2012, 2013 or in 2014 prior to the sale of this business. Food and beverage and operating and supplies equipment inventories are generally valued at the lower of cost (first-in, first-out) or market.
Property and Equipment [Policy Text Block]
Property and Equipment—Property and equipment are stated at cost, including interest incurred during development and construction periods. Depreciation and amortization are recognized over the estimated useful lives of the assets, primarily on the straight-line method. All repair and maintenance costs are expensed as incurred.
Useful lives assigned to property and equipment are as follows:
Buildings and improvements
15-50 years
Leasehold improvements
The shorter of the lease term or useful life of asset
Furniture and equipment
3-20 years
Computers
3-7 years
Long-Lived Assets And Definite-Lived Intangibles [Policy Text Block]
Long-Lived Assets and Definite-Lived Intangibles—We evaluate the carrying value of our long-lived assets and definite-lived intangibles for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset or definite-lived intangible may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets and definite-lived intangibles based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.
Acquisitions [Policy Text Block]
Acquisitions—Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by us have been included in the consolidated statements of income since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, preliminary estimates, options, or commitments specified except as otherwise disclosed in Note 8.
Guarantees [Policy Text Block]
Guarantees—We enter into performance guarantees related to certain hotels that we manage or debt repayment guarantees with respect to certain hotels primarily in which we also hold an equity investment. We record a liability for the fair value of these performance and debt repayment guarantees at their inception date. The corresponding offset depends on the circumstances in which the guarantee was issued. We amortize the liability for the fair value of a guarantee into income over the term of the guarantee using a systematic and rational, risk-based approach. Performance guarantees are amortized into income in other income (loss), net in the consolidated income statements and debt repayment guarantees that relate to our equity method investments are amortized into income in equity earnings (losses) from unconsolidated hospitality ventures in the consolidated statements of income. On a quarterly basis, we evaluate the likelihood of funding under a guarantee. To the extent we determine an obligation to fund under a guarantee is both probable and estimable, we will record a separate contingent liability. The expense related to the separate contingent liability is recognized in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures in the period that we determine funding is probable for that period. For additional information about guarantees, see Note 15.
Goodwill [Policy Text Block]
Goodwill—As required, we evaluate goodwill for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount. This is done either by performing a qualitative assessment or proceeding to the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the two-step process. When determining fair value, we utilize internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value. If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination. We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry. See Note 9 for additional information about goodwill.
Indefinite Lived Intangibles [Policy Text Block]
Indefinite-Lived Intangibles—As required, we evaluate indefinite-lived intangibles for impairment on an annual basis, and do so during the fourth quarter of each year using balances as of October 1 and at an interim date if indications of impairment exist. Indefinite-lived intangibles impairment is determined by comparing the fair value of the asset to its carrying amount. This is done either by performing a qualitative or quantitative assessment, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we proceed to the quantitative analysis. When determining fair value, we primarily utilize the income approach. Under the income approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates and appropriate discount rates based on the weighted average cost of capital. Our estimates of long-term growth are based on historical data, various internal estimates and a variety of external sources. See Note 9 for additional information about indefinite-lived intangibles.
Income Taxes [Policy Text Block]
Income Taxes—We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant. For additional information about income taxes, see Note 14.
Fair Value [Policy Text Block]
Fair Value—We disclose the fair value of our financial assets and liabilities based on observable market information where available, or on market participant assumptions. These assumptions are subjective in nature, involve matters of judgment, and, therefore, fair values cannot always be determined with precision. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accounting Principles Generally Accepted in the United States of America (“GAAP”) establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. When determining fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the hierarchy are as follows:
Level One—Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;
Level Two—Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability;
Level Three—Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.
We utilize the market approach and income approach for valuing our financial instruments. The market approach utilizes prices and information generated by market transactions involving identical or similar assets and liabilities and the income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items and their close proximity to maturity. For additional information about fair value, see Note 5. The fair value of marketable securities is discussed in Note 4; the fair value of financing receivables is discussed in Note 7; and the fair value of long-term debt is discussed in Note 10.
Hyatt Gold Passport Fund [Policy Text Block]
Hyatt Gold Passport Fund—The Hyatt Gold Passport Program (the “Program”) is our loyalty program. We operate the Program for the benefit of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Program is operated through the Hyatt Gold Passport Fund (the “Fund”), which is owned collectively by the owners of the Hyatt portfolio of properties, whether owned, operated, managed, licensed or franchised by us. The Fund has been established to provide for the payment of operating expenses and redemptions of member awards associated with the Program. The Fund is maintained and managed by us on behalf of and for the benefit of the Hyatt portfolio of hotels. We have evaluated our investment in the Fund and have determined that the Fund qualifies as a VIE and, as a result of the Company being the primary beneficiary, we have consolidated the Fund.
The Program allows members to earn points based on their spending at the Hyatt portfolio of properties. Points earned by members can be redeemed for goods and services at the Hyatt portfolio of properties, and to a lesser degree, through other redemption opportunities with third parties, such as the conversion to airline miles. Points cannot be redeemed for cash. We charge the cost of operating the Program, including the estimated cost of award redemption, to the hotel properties based on members’ qualified expenditures. Due to the requirements under the Program that the hotel properties reimburse us for the Program’s operating costs as incurred, we recognize this revenue from properties at the time such costs are incurred and expensed. We defer revenue received from the hotel properties equal to the fair value of our future redemption obligation. Upon the redemption of points, we recognize as revenue the amounts previously deferred and recognize the corresponding expense relating to the costs of the awards redeemed. Revenue is recognized by the hotel properties when the points are redeemed, and expenses are recognized when the points are earned by the members.
We actuarially determine the expected fair value of the future redemption obligation based on statistical formulas that project the timing of future point redemption based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed. Actual expenditures for the Program may differ from the actuarially determined liability.
The Fund is financed by payments from the properties and returns on marketable securities. The Fund invests amounts received from the properties in marketable securities (see Note 4). As of December 31, 2014 and 2013, total assets of the Fund were $429 million and $368 million, respectively, including $145 million and $106 million of current assets, respectively. Marketable securities held by the Fund and included in other non-current assets were $284 million and $262 million as of December 31, 2014 and 2013, respectively (see Note 4). As of December 31, 2014 and 2013, total liabilities of the Fund were $429 million and $368 million, respectively, including $145 million and $106 million of current liabilities, respectively. The current liabilities include $132 million and $94 million of accrued expenses and other current liabilities as of December 31, 2014 and 2013, respectively. The non-current liabilities of the Fund are included in other long-term liabilities (see Note 13).
Pension and Other Postretirement Plans, Nonpension Benefits [Policy Text Block]
Defined Contribution Plans—We provide retirement benefits to certain qualified employees under the Retirement Savings Plan (a qualified plan under Internal Revenue Code Section 401(k)), the Field Retirement Plan (a nonqualified plan), and other similar plans. We record expenses related to the Retirement Savings Plan based on a percentage of qualified employee contributions on stipulated amounts; a substantial portion of these contributions are included in the other revenues from managed properties and other costs from managed properties lines in the consolidated statements of income as the costs of these programs are largely related to employees located at lodging properties managed by us and are therefore paid for by the property owners. Refer to the table below for costs related to these plans.
Deferred Compensation Plans—Historically, we provided nonqualified deferred compensation for certain employees through several different plans. In 2010, these plans were consolidated into the one Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"). Contributions and investment elections are determined by the employees. The Company also provides contributions according to preapproved formulas. A portion of these contributions relate to hotel property level employees, which are reimbursable to us and are included in the other revenues from managed properties and other costs from managed properties lines in the consolidated statements of income. As of December 31, 2014 and 2013, the DCP is fully funded in a rabbi trust. The assets of the DCP are primarily invested in mutual funds, which are recorded in other assets in the consolidated balance sheets (see Note 4). The related deferred compensation liability is recorded in other long-term liabilities (see Note 13). Refer to the table below for costs related to the DCP.
Commitments and Contingencies [Policy Text Block]
Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender’s recourse to security interests in assets financed and/or other assets of the partnership and/or the general partner(s) thereof.
In conjunction with financing obtained for our unconsolidated hospitality ventures, we may provide standard indemnifications to the lender for loss, liability or damage occurring as a result of our actions or actions of the other hospitality venture owners.
We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under the current insurance programs, subject to deductibles. We reasonably recognize a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect that the ultimate resolution of such claims and litigation will have a material effect on our consolidated financial statements.
Segment Reporting, Policy [Policy Text Block]
Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is the Chief Executive Officer. Our results for the years ended December 31, 2014, 2013, and 2012 reflect the segment structure of our organization following our realignment, which was effective October 1, 2012. Segment results presented here for the year ended December 31, 2012 have been recast to show our results as if our new operating structure had existed in that period.
Owned and Leased Hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.
Americas Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the U.S., Latin America, Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
ASPAC Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as China, Australia, South Korea and Japan. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
EAME/SW Asia Management—This segment derives its earnings primarily from hotel management of our portfolio of brands located primarily in Europe, Africa, the Middle East and India, as well as countries along the Persian Gulf, the Arabian Sea, and Nepal. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.
Our chief operating decision maker evaluates performance based on each segment’s revenue and Adjusted EBITDA. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro-rata share of unconsolidated hospitality ventures Adjusted EBITDA before equity earnings (losses) from unconsolidated hospitality ventures; gains on sales of real estate and other; asset impairments; other income (loss), net; net (income) loss attributable to noncontrolling interests; depreciation and amortization; interest expense; and provision for income taxes.
Recently Issued Accounting Pronouncements - Adopted Accounting Standards  
ASU 2013-04 Liabilities [Policy Text Block]
In February 2013, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2013-04 ("ASU 2013-04"), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The provisions of ASU 2013-04 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not materially impact our consolidated financial statements.
ASU 2013-05 Foreign Currency Matters [Policy Text Block]
In March 2013, the FASB released Accounting Standards Update No. 2013-05 ("ASU 2013-05"), Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force). ASU 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not materially impact our consolidated financial statements.
ASU 2013-11 Income Taxes [Policy Text Block]
In July 2013, the FASB released Accounting Standards Update No. 2013-11 ("ASU 2013-11"), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The provisions of ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not materially impact our consolidated financial statements.
ASU 2014-08 Presentation of Financial Statements [Policy Text Block]
In April 2014, the FASB released Accounting Standards Update No. 2014-08 ("ASU 2014-08"), Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations and expands the required disclosures surrounding discontinued operations. The provisions of ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted for disposals that have not been reported in previously issued financial statements. We have elected to early adopt ASU 2014-08 and have no disposals which qualify as discontinued operations.
Future Adoption of Accounting Standards  
ASU 2014-09 Revenue from Contracts with Customers [Policy Text Block]
In May 2014, the FASB released Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a single, comprehensive revenue recognition model for contracts with customers. The provisions of ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.
ASU 2014-10 Development Stage Entities [Table Text Block]
In June 2014, the FASB released Accounting Standards Update No. 2014-10 (“ASU 2014-10”), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP and it eliminates an exception provided in the consolidation guidance for development stage enterprises. The provisions of ASU 2014-10 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. When adopted, ASU 2014-10 is not expected to materially impact our consolidated financial statements.
ASU 2014-15 Presentation of Financial Statements-Going Concern [Table Text Block]
In August 2014, the FASB released Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and the related footnote disclosures. The provisions of ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. When adopted, ASU 2014-15 is not expected to materially impact our consolidated financial statements.
XML 164 R143.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions (Leases Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2014
Related Party Transaction [Line Items]    
Future sublease income   $ 162us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable
Related Party [Member]    
Related Party Transaction [Line Items]    
Proceeds from the Amendment of Sublease Agreement 4h_ProceedsfromtheAmendmentofSubleaseAgreement
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyMember
 
Future sublease income   $ 8us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= h_RelatedPartyMember
XML 165 R51.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment and Geographic Information (Tables)
12 Months Ended
Dec. 31, 2014
Segment Reporting [Abstract]  
Summarized Consolidated Financial Information by Segment
The table below shows summarized consolidated financial information by segment. Included within corporate and other are unallocated corporate expenses, revenues and expenses on our vacation ownership properties (primarily for the periods prior to the sale in the fourth quarter of 2014), and the results of our co-branded credit card. 
(in millions)
2014
 
2013
 
2012
Owned and Leased Hotels
 
 
 
 
 
Owned and leased hotels revenues
$
2,246

 
$
2,142

 
$
2,021

Adjusted EBITDA
522

 
471

 
442

Depreciation and Amortization
322

 
315

 
323

Capital Expenditures
208

 
211

 
283

Americas Management and Franchising
 
 
 
 
 
Management and franchise fees revenues
327

 
292

 
256

Other revenues from managed properties
1,550

 
1,482

 
1,456

Intersegment Revenues (a)
88

 
86

 
81

Adjusted EBITDA
253

 
233

 
199

Depreciation and Amortization
18

 
17

 
20

Capital Expenditures
1

 
1

 
2

ASPAC Management and Franchising
 
 
 
 
 
Management and franchise fees revenues
88

 
83

 
86

Other revenues from managed properties
74

 
74

 
43

Intersegment Revenues (a)
2

 
3

 
3

Adjusted EBITDA
44

 
50

 
46

Depreciation and Amortization
1

 
1

 
1

Capital Expenditures
1

 

 
1

EAME/SW Asia Management
 
 
 
 
 
Management and franchise fees revenues
77

 
72

 
63

Other revenues from managed properties
53

 
45

 
29

Intersegment Revenues (a)
15

 
16

 
14

Adjusted EBITDA
40

 
40

 
26

Depreciation and Amortization
6

 
5

 
2

Capital Expenditures

 

 

Corporate and other
 
 
 
 
 
Revenues
105

 
99

 
93

Adjusted EBITDA
(131
)
 
(114
)
 
(107
)
Depreciation and Amortization
7

 
7

 
7

Capital Expenditures
43

 
20

 
15

Eliminations (a)
 
 
 
 
 
Revenues
(105
)
 
(105
)
 
(98
)
Adjusted EBITDA

 

 

Depreciation and Amortization

 

 

Capital Expenditures

 

 

TOTAL
 
 
 
 
 
Revenues
$
4,415

 
$
4,184

 
$
3,949

Adjusted EBITDA
728

 
680

 
606

Depreciation and Amortization
354

 
345

 
353

Capital Expenditures
253

 
232

 
301

(a)
Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.
Reconciliation of Assets from Segment to Consolidated
The table below shows summarized consolidated balance sheet information by segment:
Total Assets
 
December 31, 2014
 
December 31, 2013
Owned and Leased Hotels
$
5,682

 
$
5,726

Americas Management and Franchising
1,165

 
1,027

ASPAC Management and Franchising
106

 
101

EAME/SW Asia Management
184

 
207

Corporate and other
4,030

 
4,797

Eliminations (a)
(3,024
)
 
(3,681
)
TOTAL
$
8,143

 
$
8,177

(a) Segment assets include intercompany and investments in subsidiaries which are eliminated in Eliminations.
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas
The following table presents revenues and long-lived assets by geographical region: 
 
2014
 
2013
 
2012
Revenues:
 
 
 
 
 
United States
$
3,476

 
$
3,270

 
$
3,140

All Foreign
939

 
914

 
809

Total
$
4,415

 
$
4,184

 
$
3,949

 
 
 
 
 
 
 
December 31, 2014
 
December 31, 2013
 
 
Long-Lived Assets:
 
 
 
 
 
United States
$
3,643

 
$
4,026

 
 
All Foreign
1,228

 
1,383

 
 
Total
$
4,871

 
$
5,409

 
 
Reconciliation of Consolidated Adjusted EBITDA to EBITDA and a Reconciliation of EBITDA to Net Income Attributable to Hyatt Hotels Corporation
The table below provides a reconciliation of our consolidated Adjusted EBITDA to EBITDA and a reconciliation of EBITDA to net income attributable to Hyatt Hotels Corporation for the years ended December 31, 2014, 2013 and 2012. 
 
Years Ended December 31,
2014
 
2013
 
2012
Adjusted EBITDA
$
728

 
$
680

 
$
606

Equity earnings (losses) from unconsolidated hospitality ventures
25

 
(1
)
 
(22
)
Gains on sales of real estate and other
311

 
125

 

Asset impairments
(17
)
 
(22
)
 

Other income (loss), net
(17
)
 
17

 
7

Net (income) loss attributable to noncontrolling interests
(2
)
 
2

 
1

Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
(80
)
 
(68
)
 
(73
)
EBITDA
948

 
733

 
519

Depreciation and amortization
(354
)
 
(345
)
 
(353
)
Interest expense
(71
)
 
(65
)
 
(70
)
Provision for income taxes
(179
)
 
(116
)
 
(8
)
Net income attributable to Hyatt Hotels Corporation
$
344

 
$
207

 
$
88

XML 166 R21.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans
12 Months Ended
Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]  
Compensation and Employee Benefit Plans [Text Block]
EMPLOYEE BENEFIT PLANS
Defined Benefit Plans—We sponsor supplemental executive retirement plans consisting of funded and unfunded defined benefit plans for certain former executives. Retirement benefits are based primarily on the former employees’ salary, as defined, and are payable upon satisfaction of certain service and age requirements as defined by the plans.
The following table shows the change in benefit obligation and the change in fair value of plan assets as of December 31, 2014 and 2013 (the measurement dates), for the unfunded U.S. plan:
 
2014
 
2013
Change in benefit obligation:
 
 
 
Benefit obligation—beginning of year
$
19

 
$
21

Interest cost
1

 
1

Actuarial (gain) loss
1

 
(2
)
Benefits paid
(1
)
 
(1
)
Benefit obligation—end of year
$
20

 
$
19

Change in plan assets:
 
 
 
Fair value of plan assets—beginning of year
$

 
$

Actual return on plan assets

 

Benefits paid

 

Employer contributions

 

Fair value of plan assets—end of year
$

 
$

Funded status at end of year
$
(20
)
 
$
(19
)
Accumulated benefit obligation
$
20

 
$
19


Amounts recognized in the consolidated balance sheets as of December 31, 2014 and 2013:
 
2014
 
2013
Accrued current benefit liability
$
(1
)
 
$
(1
)
Accrued long-term benefit liability
(19
)
 
(18
)
Funded status
$
(20
)
 
$
(19
)

Amounts recognized in accumulated other comprehensive loss of the unfunded U.S. defined benefit plan at December 31, 2014 and 2013, consist entirely of unrecognized net losses of $8 million and $7 million, respectively.
There are estimated to be insignificant amounts of unrecognized net losses that will be amortized into net periodic benefit cost over the next fiscal year.
Refer to the table below for costs related to the unfunded U.S. plan.
The weighted average assumptions used in the measurement of our benefit obligation as of December 31, 2014 and 2013 (the measurement dates), for the unfunded U.S. plan are as follows:
 
2014
 
2013
Discount rate
3.65
%
 
4.40
%

The weighted average assumptions used in the measurement of our net cost as of December 31, 2014, 2013, and 2012 (the measurement dates), for the unfunded U.S. plan are as follows:
 
2014
 
2013
 
2012
Discount rate
4.40
%
 
3.50
%
 
4.10
%
Rate of compensation increase
%
 
%
 
%

As of December 31, 2014, the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, are disclosed below. The expected benefits are estimated based on the same assumptions used to measure our benefit obligation at the end of the year and include benefits attributable to estimated future employee service as follows:
Year Ending December 31,
 
2015
$
1

2016
1

2017
1

2018
1

2019
1

2020-2024
6

Total
$
11


Defined Contribution Plans—We provide retirement benefits to certain qualified employees under the Retirement Savings Plan (a qualified plan under Internal Revenue Code Section 401(k)), the Field Retirement Plan (a nonqualified plan), and other similar plans. We record expenses related to the Retirement Savings Plan based on a percentage of qualified employee contributions on stipulated amounts; a substantial portion of these contributions are included in the other revenues from managed properties and other costs from managed properties lines in the consolidated statements of income as the costs of these programs are largely related to employees located at lodging properties managed by us and are therefore paid for by the property owners. Refer to the table below for costs related to these plans.
Deferred Compensation Plans—Historically, we provided nonqualified deferred compensation for certain employees through several different plans. In 2010, these plans were consolidated into the one Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"). Contributions and investment elections are determined by the employees. The Company also provides contributions according to preapproved formulas. A portion of these contributions relate to hotel property level employees, which are reimbursable to us and are included in the other revenues from managed properties and other costs from managed properties lines in the consolidated statements of income. As of December 31, 2014 and 2013, the DCP is fully funded in a rabbi trust. The assets of the DCP are primarily invested in mutual funds, which are recorded in other assets in the consolidated balance sheets (see Note 4). The related deferred compensation liability is recorded in other long-term liabilities (see Note 13). Refer to the table below for costs related to the DCP.
 
Years Ended December 31,
 
2014
 
2013
 
2012
Defined benefit plan
$
1

 
$
1

 
$
1

Defined contribution plans
35

 
33

 
35

Deferred compensation plans
5

 
5

 
4


Employee Stock Purchase Program—In 2010, the Company’s stockholders approved the Hyatt Hotels Corporation Employee Stock Purchase Program (“ESPP”), which is designed to qualify under Section 423 of the Internal Revenue Code. The ESPP provides eligible employees with the opportunity to purchase shares of the Company’s common stock on a quarterly basis through payroll deductions at a price equal to 95% of the fair market value on the last trading day of each quarter. Enrollment occurs prior to the commencement of the quarter with elections being deducted from payroll during the quarter and the actual purchase of stock is completed subsequent to the quarter close. At the inception of the plan there were 1,000,000 shares reserved for issuance under the ESPP which has been deemed to be non-compensatory. Approximately 56,000 shares and 71,000 shares were issued under the ESPP during 2014 and 2013, respectively.
Multi-Employer Pension Plans—Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below:
 
 
 
 
Pension Protection Act Zone Status
 
Contributions
Pension Fund
 
EIN/Pension Plan Number
 
2014
 
2013
 
2014
 
2013
 
2012
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund
 
13-1764242/001
 
Green (1)
 
Yellow (2)
 
$
4

 
$
4

 
$
4

National Retirement Fund
 
13-6130178/001
 
Red (1)
 
Red (2)
 
3

 
3

 
2

Other Funds
 
Various
 
 
 
 
 
5

 
4

 
4

Total Contributions
 
 
 
 
 
 
 
$
12

 
$
11

 
$
10

(1) As of January 1, 2014
(2) As of January 1, 2013
Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June 30, 2019. Our contributions did not exceed 5% of the total contributions to the pension fund in 2014, 2013, or 2012. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.
Eligible employees at our owned hotels in Atlanta and Chicago participate in the National Retirement Plan. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on January 31, 2015 and August 31, 2018 for Atlanta and Chicago, respectively. Our contributions did not exceed 5% of the total contributions to the pension fund in 2013 or 2012. At the date these financial statements were issued, Forms 5500 for the National Retirement Plan were not available for the plan year ending in 2014 and therefore we were not able to confirm that our contributions did not exceed 5% of the total contributions. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.
Multi-Employer Health Plans—Certain employees are covered by union sponsored multi-employer health plans pursuant to agreements between us and various unions. The plan benefits can include medical, dental and life insurance for eligible participants and retirees. Our contributions to these plans, which were expensed during 2014, 2013, and 2012, were approximately $12 million, $12 million and $10 million, respectively.
XML 167 R115.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Weighted Average of Net Benefit Cost) (Details)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]      
Discount rate 4.40%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate 3.50%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate 4.10%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate
Rate of compensation increase 0.00%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease 0.00%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease 0.00%us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease
XML 168 R26.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock-Based Compensation
12 Months Ended
Dec. 31, 2014
Share-based Compensation [Abstract]  
Stock-Based Compensation
STOCK-BASED COMPENSATION
As part of our Long-Term Incentive Plan, we award Stock Appreciation Rights (“SARs”), Restricted Stock Units (“RSUs”) and Performance Vested Restricted Stock ("PSSs") to certain employees. Compensation expense and unearned compensation figures within this note exclude amounts related to employees of our managed hotels as this expense has been and will continue to be reimbursed by our third-party hotel owners and is recorded on the lines other revenues from managed properties and other costs from managed properties on our consolidated statements of income. Compensation expense related to these awards for the years ended December 31, 2014, 2013 and 2012 was as follows:
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock appreciation rights
$
19

 
$
8

 
$
8

Restricted stock units
31

 
17

 
14

Performance vested restricted stock
4

 
3

 
1


The year ended December 31, 2014 includes a nonrecurring expense of $23 million, a portion of which relates to prior periods for grants made to certain individuals. The nonrecurring expense for stock appreciation rights and restricted stock units shown in the table above for the year ended December 31, 2014 amounted to $10 million and $13 million, respectively, of which $22 million is recorded in selling, general and administrative expenses on our consolidated statements of income.
The expected income tax benefit to be realized at the time of vest related to these plans for the years ended December 31, 2014, 2013 and 2012 was as follows: 
 
Years Ended December 31,
 
2014
 
2013
 
2012
Stock appreciation rights
$
7

 
$
3

 
$
3

Restricted stock units
8

 
6

 
5

Performance vested restricted stock
2

 
1

 


Stock Appreciation Rights—Each vested SAR gives the holder the right to the difference between the value of one share of our Class A common stock at the exercise date and the value of one share of our Class A common stock at the grant date. Vested SARs can be exercised over their life as determined by the plan. All SARs have a 10-year contractual term. The SARs are settled in shares of our Class A common stock and are accounted for as equity instruments.
The following table sets forth a summary of the SAR grants in 2014, 2013, and 2012: 
Grant Date
 
SARs Granted
 
Per SAR Value
 
Vesting Period
 
Vesting Start Month
February 2014
 
327,307

 
$
22.57

 
25
% annually
 
March 2015
March 2013
 
472,003

 
17.95

 
25
% annually
 
March 2014
March 2013
 
54,914

 
18.21

 
100
% at vest
 
March 2017
March 2012
 
405,877

 
17.29

 
25
% annually
 
March 2013

The weighted average grant date fair value for the awards granted in 2014, 2013, and 2012 was $22.57, $17.98, and $17.29, respectively.
The fair value of each SAR was estimated based on the date of grant using the Black-Scholes-Merton option-valuation model with the following weighted average assumptions: 
 
2014
 
2013
 
2012
Exercise Price
$
49.39

 
$
43.44

 
$
41.29

Expected Life in Years
6.290

 
6.330

 
6.251

Risk-free Interest Rate
1.93
%
 
1.18
%
 
1.49
%
Expected Volatility
44.32
%
 
40.67
%
 
40.84
%
Annual Dividend Yield
%
 
%
 
%

As of December 31, 2014 we used an estimated forfeiture rate of 0% because only a small group of executives received these grants and we have limited historical data on which to base these estimates. We record the compensation expense earned for SARs on a straight-line basis from the date of grant. The exercise price of these SARs was the fair value of our common stock at the grant date, based on a valuation of the Company prior to the IPO, or the closing share price on the date of grant. Due to a lack of historical exercise information the expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR, per guidance from the SEC’s Staff Accounting Bulletin Topic 14, Share-Based Payment. The risk-free interest rate was based on U.S. Treasury instruments with similar expected life. The Company calculates volatility using the average historical volatility of our peer group over a time period consistent with our expected term assumption. During 2012, we began incorporating our limited trading history with our peer group's history to obtain the expected volatility of our share price.
A summary of employee SAR activity as of December 31, 2014, and changes during 2014, are presented below: 
 
SAR Units
 
Weighted Average Exercise Price (in whole dollars)
 
Weighted Average Contractual Term
Outstanding at December 31, 2013:
3,578,210

 
$
45.43

 
5.88
Granted
327,307

 
49.39

 
9.12
Exercised
387,711

 
39.76

 
3.33
Forfeited or canceled
52,222

 
50.22

 
7.17
Outstanding at December 31, 2014:
3,465,584

 
$
46.37

 
5.42
Exercisable as of December 31, 2014:
2,497,366

 
$
46.98

 
4.37

The total intrinsic value of SARs outstanding at December 31, 2014 was $50 million and the total intrinsic value for exercisable SARs was $35 million as of December 31, 2014.
Restricted Stock Units—Vested RSUs will be settled with a single share of our Class A common stock with the exception of insignificant portions of the February 2014, March 2013, June 2013, and March 2012 awards which will be settled in cash. The value of the RSUs was based upon the fair value of our common stock at the grant date, based upon a valuation of the Company, or the closing stock price of our Class A common stock for the December 2009 award and all subsequent awards. Awards issued prior to our November 2009 IPO are deferred in nature and will be settled once all tranches of the award have fully vested or otherwise as provided in the relevant agreements, while all awards issued in December 2009 and later will be settled as each individual tranche vests under the relevant agreements. The following table sets forth a summary of the employee RSU grants in 2014, 2013, and 2012: 
Grant Date
RSUs
 
Value
 
Total Value (in millions)
 
Vesting Period
September 2014
2,452

 
$
61.17

 
$

 
4 years
February 2014
376,328

 
49.39

 
19

 
4 years
December 2013
2,132

 
46.90

 

 
4 years
September 2013
13,082

 
45.86

 
1

 
4 years
June 2013
2,218

 
40.56

 

 
4 years
March 2013
453,356

 
43.44

 
20

 
4 years
December 2012
40,694

 
36.86

 
1

 
4 years
October 2012
2,580

 
38.75

 

 
4 years
June 2012
19,787

 
35.87

 
1

 
4 years
March 2012
444,059

 
41.29

 
18

 
4 years

We record compensation expense earned for RSUs over the requisite service period of the individual grantee. Our estimated forfeiture rate is 3% for RSUs. In certain situations we also grant cash-settled RSUs which are recorded as a liability instrument. The liability and related expense for granted cash-settled RSUs are insignificant as of and for the period ended December 31, 2014.
A summary of the status of the non-vested employee restricted stock unit awards outstanding under the plan as of December 31, 2014 is presented below: 
 
Restricted Stock
Units
 
Weighted Average Grant Date Fair Value (in whole dollars)
Nonvested at December 31, 2013:
1,244,471

 
$
40.71

Granted
378,780

 
49.47

Vested
468,845

 
41.05

Forfeited or canceled
83,768

 
41.48

Nonvested at December 31, 2014:
1,070,638

 
$
43.60


As of December 31, 2014, the total intrinsic value of deferred RSUs that vested in 2014 but were not paid out is immaterial. The total intrinsic value of nonvested RSUs as of December 31, 2014 was $64 million.
Performance Vested Restricted Stock—The Company has granted to certain executive officers PSSs. The number of PSSs that will ultimately vest with no further restrictions on transfer depends upon the performance of the Company at the end of the applicable three year performance period relative to the applicable performance target. The PSSs vest in full if the maximum performance metric is achieved. At the end of the performance period, the PSSs that do not vest will be forfeited. The PSSs will vest at the end of the performance period only if the performance threshold is met; there is no interim performance metric.
There were $4 million in forfeitures for the year ended December 31, 2014. As of December 31, 2014 the total intrinsic value of nonvested PSSs if target performance is achieved was $16 million.
The following table sets forth a summary of PSS grants in 2014, 2013, and 2012:
Year Granted
PSSs Granted
 
Weighted Average Grant Date Fair Value (in whole dollars)
 
Performance Period
 
Performance Period Start Date
2014
162,906

 
$
49.39

 
3 years
 
January 1, 2014
2013
218,686

 
$
43.44

 
3 years
 
January 1, 2013
2012
209,569

 
$
41.29

 
3 years
 
January 1, 2012

Our total unearned compensation for our stock-based compensation programs as of December 31, 2014 was $2 million for SARs, $15 million for RSUs and $3 million for PSSs, which will be recorded to compensation expense primarily over the next two years with respect to SARs, with a limited portion of the SAR awards extending to four years, three years with respect to RSUs, with a limited portion of the RSU awards extending to six years, and over the next two years with respect to PSSs as follows: 
 
2015
 
2016
 
2017
 
2018
 
2019+
 
Total
SARs
$
1

 
$
1

 
$

 
$

 
$

 
$
2

RSUs
8

 
5

 
2

 

 

 
15

PSSs
2

 
1

 

 

 

 
3

Total
$
11

 
$
7

 
$
2

 
$

 
$

 
$
20

XML 169 R95.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Impairments Table) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]        
Impairment of Intangible Assets, Finite-lived $ 2us-gaap_ImpairmentOfIntangibleAssetsFinitelived $ 11us-gaap_ImpairmentOfIntangibleAssetsFinitelived $ 2us-gaap_ImpairmentOfIntangibleAssetsFinitelived $ 0us-gaap_ImpairmentOfIntangibleAssetsFinitelived
XML 170 R49.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity (Tables)
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss [Table Text Block]
The following table details the accumulated other comprehensive loss activity for the years ended December 31, 2014 and 2013, respectively.
 
Balance at
January 1, 2014
 
Current period other comprehensive income (loss) before reclassification
 
Amount Reclassified from Accumulated Other Comprehensive Loss (a)
 
Balance at
December 31, 2014
Foreign currency translation adjustments
$
(62
)
 
$
(86
)
 
$
(7
)
 
$
(155
)
Unrealized gain (loss) on AFS securities
6

 

 

 
6

Unrecognized pension cost
(5
)
 

 

 
(5
)
Unrealized gain (loss) on derivative instruments
(7
)
 
1

 

 
(6
)
Accumulated Other Comprehensive Loss
$
(68
)
 
$
(85
)
 
$
(7
)
 
$
(160
)
(a) Foreign currency translation adjustments, net of a tax impact of $0, reclassified from accumulated other comprehensive loss were recognized as a deferred gain within other long-term liabilities on the consolidated balance sheets when we sold a hotel and substantially liquidated the entity.
 
 
 
 
 
 
 
 
 
Balance at
January 1, 2013
 
Current period other comprehensive income (loss) before reclassification
 
Amount Reclassified from Accumulated Other Comprehensive Loss (b)
 
Balance at
December 31, 2013
Foreign currency translation adjustments
$
(54
)
 
$
(10
)
 
$
2

 
$
(62
)
Unrealized gain (loss) on AFS securities

 
6

 

 
6

Unrecognized pension cost
(6
)
 
1

 

 
(5
)
Unrealized gain (loss) on derivative instruments
(7
)
 

 

 
(7
)
Accumulated Other Comprehensive Loss
$
(67
)
 
$
(3
)
 
$
2

 
$
(68
)
(b) Foreign currency translation adjustments, net of an insignificant tax impact, reclassified from accumulated other comprehensive loss were recognized within equity earnings (losses) from unconsolidated hospitality ventures on the consolidated statements of income.
XML 171 R105.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Future Minimum Operating Lease Payments) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Leases [Abstract]  
2015 $ 39us-gaap_OperatingLeasesFutureMinimumPaymentsDueCurrent
2016 36us-gaap_OperatingLeasesFutureMinimumPaymentsDueInTwoYears
2017 35us-gaap_OperatingLeasesFutureMinimumPaymentsDueInThreeYears
2018 34us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFourYears
2019 39us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFiveYears
Thereafter 503us-gaap_OperatingLeasesFutureMinimumPaymentsDueThereafter
Total minimum lease payments $ 686us-gaap_OperatingLeasesFutureMinimumPaymentsDue
XML 172 R41.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Tables)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Hyatt Regency Lost Pines [Member]      
Business Acquisition [Line Items]      
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]
The following table summarizes the preliminary estimated fair value of the identifiable assets acquired and liabilities assumed, which are recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
7

Receivables
4

Inventories
1

Property and equipment
207

Goodwill
17

Intangibles
4

Deferred tax assets
1

Total assets
241

 
 
Current portion of long-term debt
4

Current liabilities
8

Long-term debt
65

Total liabilities
77

Total net assets acquired
$
164

   
Grand Hyatt San Antonio [Member]      
Business Acquisition [Line Items]      
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
1

Restricted cash
10

Property and equipment
226

Goodwill
7

Intangibles
10

Other assets
11

Total assets
265

 
 
Current liabilities
11

Deferred tax liability
2

Long-term debt, net of bond discount
186

Total liabilities
199

     Total net assets acquired
$
66

   
Hyatt Regency Orlando [Member]      
Business Acquisition [Line Items]      
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]  
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed, which are primarily recorded in our owned and leased hotels segment at the date of acquisition (in millions):
Cash and cash equivalents
$
2

Prepaids and other current assets
3

Property and equipment
678

Intangibles
39

Total assets
722

 
 
Current liabilities
6

Total liabilities
6

     Total net assets acquired
$
716

 
Hyatt Regency Mexico City [Member]      
Business Acquisition [Line Items]      
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]    
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed for Hyatt Regency Mexico City as of the acquisition date, primarily in our owned and leased hotels segment (in millions):
Cash and cash equivalents
$
12

Other current assets
4

Land, property, and equipment
190

Intangibles
12

Goodwill
29

Total assets
247

 
 
Current liabilities
4

Other long-term liabilities
41

Total liabilities
45

     Total net assets acquired
$
202

XML 173 R107.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Hyatt Regency Grand Cypress) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Capital Leased Assets [Line Items]      
Repayments of Long-term Capital Lease Obligations $ 191us-gaap_RepaymentsOfLongTermCapitalLeaseObligations $ 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations $ 0us-gaap_RepaymentsOfLongTermCapitalLeaseObligations
Hyatt Regency Grand Cypress [Member]      
Capital Leased Assets [Line Items]      
Repayments of Long-term Capital Lease Obligations $ 191us-gaap_RepaymentsOfLongTermCapitalLeaseObligations
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyGrandCypressMember
   
XML 174 R5.htm IDEA: XBRL DOCUMENT v2.4.1.9
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
ASSETS    
Cash and cash equivalents $ 685us-gaap_CashAndCashEquivalentsAtCarryingValue $ 454us-gaap_CashAndCashEquivalentsAtCarryingValue
Restricted cash 359us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue 184us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
Short-term investments 130us-gaap_ShortTermInvestments 30us-gaap_ShortTermInvestments
Receivables, net of allowances of $13 and $11 at December 31, 2014 and December 31, 2013, respectively 274us-gaap_ReceivablesNetCurrent 273us-gaap_ReceivablesNetCurrent
Inventories 17us-gaap_InventoryNet 77us-gaap_InventoryNet
Prepaids and other assets 108us-gaap_PrepaidExpenseAndOtherAssetsCurrent 122us-gaap_PrepaidExpenseAndOtherAssetsCurrent
Prepaid income taxes 47us-gaap_PrepaidTaxes 12us-gaap_PrepaidTaxes
Deferred tax assets 26us-gaap_DeferredTaxAssetsNetCurrent 11us-gaap_DeferredTaxAssetsNetCurrent
Assets held for sale 63us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent 0us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent
Total current assets 1,709us-gaap_AssetsCurrent 1,163us-gaap_AssetsCurrent
Investments 334us-gaap_LongTermInvestments 329us-gaap_LongTermInvestments
Property and equipment, net 4,186us-gaap_PropertyPlantAndEquipmentNet 4,671us-gaap_PropertyPlantAndEquipmentNet
Financing receivables, net of allowances 40us-gaap_NotesAndLoansReceivableNetNoncurrent 119us-gaap_NotesAndLoansReceivableNetNoncurrent
Goodwill 133us-gaap_Goodwill 147us-gaap_Goodwill
Intangibles, net 552us-gaap_IntangibleAssetsNetExcludingGoodwill 591us-gaap_IntangibleAssetsNetExcludingGoodwill
Deferred tax assets 196us-gaap_DeferredTaxAssetsNetNoncurrent 198us-gaap_DeferredTaxAssetsNetNoncurrent
Other assets 993us-gaap_OtherAssetsNoncurrent 959us-gaap_OtherAssetsNoncurrent
TOTAL ASSETS 8,143us-gaap_Assets 8,177us-gaap_Assets
LIABILITIES AND EQUITY    
Current maturities of long-term debt 9us-gaap_LongTermDebtCurrent 194us-gaap_LongTermDebtCurrent
Accounts payable 130us-gaap_AccountsPayableCurrent 133us-gaap_AccountsPayableCurrent
Accrued expenses and other current liabilities 468us-gaap_AccruedLiabilitiesCurrent 411us-gaap_AccruedLiabilitiesCurrent
Accrued compensation and benefits 120us-gaap_EmployeeRelatedLiabilitiesCurrent 133us-gaap_EmployeeRelatedLiabilitiesCurrent
Liabilities held for sale 3us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation 0us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation
Total current liabilities 730us-gaap_LiabilitiesCurrent 871us-gaap_LiabilitiesCurrent
Long-term debt 1,381us-gaap_LongTermDebtNoncurrent 1,289us-gaap_LongTermDebtNoncurrent
Other long-term liabilities 1,401us-gaap_OtherLiabilitiesNoncurrent 1,240us-gaap_OtherLiabilitiesNoncurrent
Total liabilities 3,512us-gaap_Liabilities 3,400us-gaap_Liabilities
Commitments and Contingencies (see Note 15)      
EQUITY:    
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding as of December 31, 2014 and 2013 0us-gaap_PreferredStockValue 0us-gaap_PreferredStockValue
Common stock 2us-gaap_CommonStockValue 2us-gaap_CommonStockValue
Additional paid-in capital 2,621us-gaap_AdditionalPaidInCapital 3,015us-gaap_AdditionalPaidInCapital
Retained earnings 2,165us-gaap_RetainedEarningsAccumulatedDeficit 1,821us-gaap_RetainedEarningsAccumulatedDeficit
Treasury stock at cost, 36,273 shares at December 31, 2014 and 2013 (1)us-gaap_TreasuryStockValue (1)us-gaap_TreasuryStockValue
Accumulated other comprehensive loss (160)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax (68)us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax
Total stockholders' equity 4,627us-gaap_StockholdersEquity 4,769us-gaap_StockholdersEquity
Noncontrolling interests in consolidated subsidiaries 4us-gaap_MinorityInterest 8us-gaap_MinorityInterest
Total equity 4,631us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest 4,777us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
TOTAL LIABILITIES AND EQUITY $ 8,143us-gaap_LiabilitiesAndStockholdersEquity $ 8,177us-gaap_LiabilitiesAndStockholdersEquity
XML 175 R88.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Intangibles Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets $ 30us-gaap_AmortizationOfIntangibleAssets $ 25us-gaap_AmortizationOfIntangibleAssets $ 26us-gaap_AmortizationOfIntangibleAssets
Contract Acquisition Costs [Member] | Minimum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life 5 years    
Contract Acquisition Costs [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life 40 years    
Franchise and management intangibles [Member] | Minimum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life 20 years    
Franchise and management intangibles [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life 30 years    
Accelerated Amortization [Member]      
Finite-Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets $ 1us-gaap_AmortizationOfIntangibleAssets
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AcceleratedAmortizationMember
$ 7us-gaap_AmortizationOfIntangibleAssets
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= h_AcceleratedAmortizationMember
 
XML 176 R10.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization
12 Months Ended
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization
ORGANIZATION
Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries (collectively “Hyatt Hotels Corporation”) provide hospitality services on a worldwide basis through the development, management, franchising, licensing and ownership of hospitality related businesses. We develop, own, operate, manage, franchise, license or provide services to a portfolio of properties consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential or vacation properties. As of December 31, 2014, (i) we operated or franchised 280 full service hotels, comprising 113,467 rooms throughout the world, (ii) we operated or franchised 275 select service hotels, comprising 37,638 rooms, of which 263 hotels are located in the United States, and (iii) our portfolio of properties included 5 franchised all inclusive Hyatt-branded resorts, comprising 1,881 rooms. Our portfolio of properties operate in 50 countries around the world and we hold ownership interests in certain of these properties.
As used in these Notes, the terms “Company,” “HHC,” “we,” “us,” or “our” mean Hyatt Hotels Corporation and its consolidated subsidiaries.
As used in these Notes, the term “Pritzker family business interests” means (1) various lineal descendants of Nicholas J. Pritzker (deceased) and spouses and adopted children of such descendants; (2) various trusts for the benefit of the individuals described in clause (1) and trustees thereof; and (3) various entities owned and/or controlled, directly and/or indirectly, by the individuals and trusts described in (1) and (2).
XML 177 R58.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity And Cost Method Investments (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Schedule of Equity and Cost Method Investments [Line Items]        
Investments $ 329us-gaap_LongTermInvestments $ 334us-gaap_LongTermInvestments $ 329us-gaap_LongTermInvestments  
Cost method investment income   1h_CostMethodInvestmentIncome 50h_CostMethodInvestmentIncome 1h_CostMethodInvestmentIncome
Payments to Acquire Interest in Joint Venture   114us-gaap_PaymentsToAcquireInterestInJointVenture 428us-gaap_PaymentsToAcquireInterestInJointVenture 90us-gaap_PaymentsToAcquireInterestInJointVenture
Proceeds from Sale of Equity Method Investments   0us-gaap_ProceedsFromSaleOfEquityMethodInvestments 0us-gaap_ProceedsFromSaleOfEquityMethodInvestments 52us-gaap_ProceedsFromSaleOfEquityMethodInvestments
Equity Method Investment, Other than Temporary Impairment 3us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment      
Owned and Leased Hotels [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Investments 310us-gaap_LongTermInvestments
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
318us-gaap_LongTermInvestments
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
310us-gaap_LongTermInvestments
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
 
Hyatt Place Houston/Sugar Land [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Deferred Gain on Sale   10us-gaap_EquityMethodInvestmentDeferredGainOnSale
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattPlaceHoustonSugarLandMember
   
Proceeds from Sale of Equity Method Investments   12us-gaap_ProceedsFromSaleOfEquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattPlaceHoustonSugarLandMember
   
Hyatt Regency DFW International Airport [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Deferred Gain on Sale   18us-gaap_EquityMethodInvestmentDeferredGainOnSale
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattRegencyDFWInternationalAirportMember
   
Proceeds from Sale of Equity Method Investments   19us-gaap_ProceedsFromSaleOfEquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattRegencyDFWInternationalAirportMember
   
Hyatt Place Coconut Point [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Proceeds from Sale of Equity Method Investments   5us-gaap_ProceedsFromSaleOfEquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattPlaceCoconutPointMember
   
Equity Method Investment, Realized Gain (Loss) on Disposal   2us-gaap_EquityMethodInvestmentRealizedGainLossOnDisposal
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattPlaceCoconutPointMember
   
Hyatt Place Austin Downtown [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Proceeds from Sale of Equity Method Investments   28us-gaap_ProceedsFromSaleOfEquityMethodInvestments
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattPlaceAustinDowntownMember
   
Equity Method Investment, Realized Gain (Loss) on Disposal   20us-gaap_EquityMethodInvestmentRealizedGainLossOnDisposal
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattPlaceAustinDowntownMember
   
Playa Hotels & Resorts B.V. [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Payments to Acquire Interest in Joint Venture     325us-gaap_PaymentsToAcquireInterestInJointVenture
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_PlayaHotelsResortsB.V.Member
 
Grand Hyatt San Antonio [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Business Acquisition, Percentage of Equity in Acquiree before Acquisition   70.00%us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_GrandHyattSanAntonioMember
   
Hyatt Regency New Orleans [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Return of investment     63h_Returnofinvestment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattRegencyNewOrleansMember
 
Equity method joint venture within our owned and leased hotels segment [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Deferred Gain on Sale     5us-gaap_EquityMethodInvestmentDeferredGainOnSale
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_EquitymethodjointventurewithinourownedandleasedhotelssegmentMember
 
Two equity method investments within our owned and leased hotels segment [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Deferred Gain on Sale       28us-gaap_EquityMethodInvestmentDeferredGainOnSale
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_TwoequitymethodinvestmentswithinourownedandleasedhotelssegmentMember
Total Unconsolidated Hospitality Ventures [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Other than Temporary Impairment   3us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_TotalUnconsolidatedHospitalityVenturesMember
3us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_TotalUnconsolidatedHospitalityVenturesMember
19us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_TotalUnconsolidatedHospitalityVenturesMember
Hospitality Venture Properties [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Other than Temporary Impairment   3us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HospitalityVenturePropertiesMember
2us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HospitalityVenturePropertiesMember
18us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HospitalityVenturePropertiesMember
Vacation Ownership Equity Method Investment [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Equity Method Investment, Other than Temporary Impairment     1us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_VacationOwnershipEquityMethodInvestmentMember
1us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_VacationOwnershipEquityMethodInvestmentMember
Preferred return on cost method investment [Member] | Hyatt Regency New Orleans [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Cost method investment income     30h_CostMethodInvestmentIncome
/ us-gaap_InvestmentTypeAxis
= h_PreferredreturnoncostmethodinvestmentMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattRegencyNewOrleansMember
 
Purchase of residual common investment [Member] | Hyatt Regency New Orleans [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Cost method investment income     20h_CostMethodInvestmentIncome
/ us-gaap_InvestmentTypeAxis
= h_PurchaseofresidualcommoninvestmentMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= h_HyattRegencyNewOrleansMember
 
Hyatt Regency Lost Pines [Member]        
Schedule of Equity and Cost Method Investments [Line Items]        
Business Acquisition, Percentage of Equity in Acquiree before Acquisition   8.20%us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Payments to Acquire Businesses, Gross   164us-gaap_PaymentsToAcquireBusinessesGross
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
Step Acquisition, Remeasurement Gain   $ 12us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain
/ us-gaap_BusinessAcquisitionAxis
= h_HyattRegencyLostPinesMember
   
XML 178 R82.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions, Dispositions, And Discontinued Operations (Assets Held for Sale Narrative) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Assets held for sale $ 63us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent $ 0us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent
Liabilities held for sale 3us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation 0us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation
Hyatt Regency Indianapolis [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Assets held for sale 63us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
 
Property and equipment, held for sale 47us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
 
Goodwill, held for Sale 14us-gaap_DisposalGroupIncludingDiscontinuedOperationGoodwillCurrent
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
 
Liabilities held for sale $ 3us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation
/ us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis
= h_HyattRegencyIndianapolisMember
 
XML 179 R106.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases (Future Minimum Capital Lease Payments) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Leases [Abstract]  
2015 $ 3us-gaap_CapitalLeasesFutureMinimumPaymentsDueCurrent
2016 3us-gaap_CapitalLeasesFutureMinimumPaymentsDueInTwoYears
2017 2us-gaap_CapitalLeasesFutureMinimumPaymentsDueInThreeYears
2018 2us-gaap_CapitalLeasesFutureMinimumPaymentsDueInFourYears
2019 2us-gaap_CapitalLeasesFutureMinimumPaymentsDueInFiveYears
Thereafter 12us-gaap_CapitalLeasesFutureMinimumPaymentsDueThereafter
Total minimum lease payments 24us-gaap_CapitalLeasesFutureMinimumPaymentsDue
Less amount representing interest 7us-gaap_CapitalLeasesFutureMinimumPaymentsInterestIncludedInPayments
Present value of minimum lease payments $ 17us-gaap_CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments
XML 180 R69.htm IDEA: XBRL DOCUMENT v2.4.1.9
Property and Equipment (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]    
Land $ 710us-gaap_Land $ 672us-gaap_Land
Buildings 3,948us-gaap_BuildingsAndImprovementsGross 4,628us-gaap_BuildingsAndImprovementsGross
Leasehold improvements 226us-gaap_LeaseholdImprovementsGross 254us-gaap_LeaseholdImprovementsGross
Furniture, equipment, and computers 1,173us-gaap_FurnitureAndFixturesGross 1,376us-gaap_FurnitureAndFixturesGross
Construction in progress 151us-gaap_ConstructionInProgressGross 86us-gaap_ConstructionInProgressGross
Property and equipment, gross 6,208us-gaap_PropertyPlantAndEquipmentGross 7,016us-gaap_PropertyPlantAndEquipmentGross
Less accumulated depreciation (2,022)us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment (2,345)us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment
Property and equipment, net $ 4,186us-gaap_PropertyPlantAndEquipmentNet $ 4,671us-gaap_PropertyPlantAndEquipmentNet
XML 181 R27.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Related-Party Transactions
RELATED-PARTY TRANSACTIONS
In addition to those included elsewhere in the notes to the consolidated financial statements, related-party transactions entered into by us are summarized as follows:
Leases —Our corporate headquarters have been located at the Hyatt Center in Chicago, Illinois since 2005. A subsidiary of the Company holds a master lease for a portion of the Hyatt Center and has entered into sublease agreements with certain related parties. During 2012, one of these sublease agreements was amended to reduce the related party's occupied space; as a result, we received a payment of $4 million, representing the discounted future sublease payments, less furniture and fixtures acquired. Future sublease income for this space from related parties is $8 million.
Legal Services—A partner in a law firm that provided services to us throughout 2014, 2013, and 2012 is the brother-in-law of our Executive Chairman. We incurred legal fees with this firm of $3 million, $2 million and $2 million for each of the years ended December 31, 2014, 2013, and 2012, respectively. Legal fees when expensed are included in selling, general and administrative expenses. As of December 31, 2014 and 2013, we had insignificant amounts due to the law firm.
Other ServicesA member of our board of directors is a partner in a firm whose affiliates own hotels from which we recorded management and franchise fees of $4 million, $6 million, and $7 million during the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014 and 2013, we had insignificant and $1 million in receivables due from these properties, respectively.
Equity Method Investments—We have equity method investments in entities that own properties for which we provide management and/or franchise services and receive fees. We recorded fees of $29 million, $32 million, and $37 million for the years ended December 31, 2014, 2013, and 2012, respectively, related to these properties. As of December 31, 2014 and 2013, we had receivables due from these properties of $11 million and $7 million, respectively. In addition, in some cases we provide loans (see Note 7) or guarantees (see Note 15) to these entities. Our ownership interest in these equity method investments generally varies from 8% to 70%. See Note 3 for further details regarding these investments.
Share Repurchase—During 2014, we repurchased 1,122,000 shares of Class B common stock for a weighted average price of $60.20 per share, for an aggregate purchase price of approximately $68 million. The shares repurchased represented less than 1% of the Company's total shares of common stock outstanding prior to the repurchase. During 2013, we repurchased 2,906,879 shares of Class B common stock at a weighted average price of $41.36 per share, for an aggregate purchase price of approximately $120 million. The shares repurchased represented approximately 2% of the Company's total shares of common stock outstanding prior to the repurchase. In both transactions, the shares of Class B common stock were repurchased from trusts held for the benefit of certain Pritzker family members in privately-negotiated transactions and were retired, thereby reducing the total number of shares outstanding and reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.
XML 182 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.1.9 Html 690 689 1 true 216 0 false 11 false false R1.htm 0001000 - Document - Document and Entity Information Document Sheet http://www.hyatt.com/role/DocumentAndEntityInformationDocument Document and Entity Information Document false false R2.htm 1001000 - Statement - Consolidated Statements Of Income Sheet http://www.hyatt.com/role/ConsolidatedStatementsOfIncome Consolidated Statements Of Income false false R3.htm 1002000 - Statement - Consolidated Statements of Comprehensive Income Sheet http://www.hyatt.com/role/ConsolidatedStatementsOfComprehensiveIncome Consolidated Statements of Comprehensive Income false false R4.htm 1002501 - Statement - Consolidated Statements of Comprehensive Income Parentheticals Sheet http://www.hyatt.com/role/ConsolidatedStatementsOfComprehensiveIncomeParentheticals Consolidated Statements of Comprehensive Income Parentheticals true false R5.htm 1003000 - Statement - Consolidated Balance Sheets Sheet http://www.hyatt.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets false false R6.htm 1003501 - Statement - Consolidated Balance Sheets Consolidated Balance Sheet Parentheticals Sheet http://www.hyatt.com/role/ConsolidatedBalanceSheetsConsolidatedBalanceSheetParentheticals Consolidated Balance Sheets Consolidated Balance Sheet Parentheticals false false R7.htm 1004000 - Statement - Consolidated Statements of Cash Flows Sheet http://www.hyatt.com/role/ConsolidatedStatementsOfCashFlows Consolidated Statements of Cash Flows false false R8.htm 1004001 - Statement - Consolidated Statements Of Cash Flows Statement of Cash Flow Parenthetical Sheet http://www.hyatt.com/role/ConsolidatedStatementsOfCashFlowsStatementOfCashFlowParenthetical Consolidated Statements Of Cash Flows Statement of Cash Flow Parenthetical false false R9.htm 1005000 - Statement - Consolidated Statement of Changes in Stockholders' Equity Sheet http://www.hyatt.com/role/ConsolidatedStatementOfChangesInStockholdersEquity Consolidated Statement of Changes in Stockholders' Equity false false R10.htm 2101100 - Disclosure - Organization Sheet http://www.hyatt.com/role/Organization Organization false false R11.htm 2102100 - Disclosure - Summary of Significant Accounting Policies (Notes) Notes http://www.hyatt.com/role/SummaryOfSignificantAccountingPoliciesNotes Summary of Significant Accounting Policies (Notes) false false R12.htm 2103100 - Disclosure - Equity And Cost Method Investments Sheet http://www.hyatt.com/role/EquityAndCostMethodInvestments Equity And Cost Method Investments false false R13.htm 2105100 - Disclosure - Marketable Securities (Notes) Notes http://www.hyatt.com/role/MarketableSecuritiesNotes Marketable Securities (Notes) false false R14.htm 2106100 - Disclosure - Fair Value Measurement Sheet http://www.hyatt.com/role/FairValueMeasurement Fair Value Measurement false false R15.htm 2107100 - Disclosure - Property and Equipment Sheet http://www.hyatt.com/role/PropertyAndEquipment Property and Equipment false false R16.htm 2108100 - Disclosure - Financing Receivables Sheet http://www.hyatt.com/role/FinancingReceivables Financing Receivables false false R17.htm 2109100 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperations Acquisitions, Dispositions, And Discontinued Operations false false R18.htm 2110100 - Disclosure - Goodwill And Intangible Assets Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssets Goodwill And Intangible Assets false false R19.htm 2111100 - Disclosure - Debt Sheet http://www.hyatt.com/role/Debt Debt false false R20.htm 2112100 - Disclosure - Leases Sheet http://www.hyatt.com/role/Leases Leases false false R21.htm 2114100 - Disclosure - Employee Benefit Plans Sheet http://www.hyatt.com/role/EmployeeBenefitPlans Employee Benefit Plans false false R22.htm 2115100 - Disclosure - Other Long-Term Liabilities Sheet http://www.hyatt.com/role/OtherLongTermLiabilities Other Long-Term Liabilities false false R23.htm 2116100 - Disclosure - Income Taxes Sheet http://www.hyatt.com/role/IncomeTaxes Income Taxes false false R24.htm 2117100 - Disclosure - Commitments And Contingencies Sheet http://www.hyatt.com/role/CommitmentsAndContingencies Commitments And Contingencies false false R25.htm 2119100 - Disclosure - Equity Sheet http://www.hyatt.com/role/Equity Equity false false R26.htm 2120100 - Disclosure - Stock-Based Compensation Sheet http://www.hyatt.com/role/StockBasedCompensation Stock-Based Compensation false false R27.htm 2121100 - Disclosure - Related-Party Transactions Sheet http://www.hyatt.com/role/RelatedPartyTransactions Related-Party Transactions false false R28.htm 2122100 - Disclosure - Segment and Geographic Information Sheet http://www.hyatt.com/role/SegmentAndGeographicInformation Segment and Geographic Information false false R29.htm 2123100 - Disclosure - Earnings Per Share Sheet http://www.hyatt.com/role/EarningsPerShare Earnings Per Share false false R30.htm 2125100 - Disclosure - Other Income (Loss), Net Sheet http://www.hyatt.com/role/OtherIncomeLossNet Other Income (Loss), Net false false R31.htm 2126100 - Disclosure - Subsequent Event Sheet http://www.hyatt.com/role/SubsequentEvent Subsequent Event false false R32.htm 2127100 - Disclosure - Quarterly Financial Information (Unaudited) Sheet http://www.hyatt.com/role/QuarterlyFinancialInformationUnaudited Quarterly Financial Information (Unaudited) false false R33.htm 2128100 - Disclosure - Valuation and Qualifying Accounts Sheet http://www.hyatt.com/role/ValuationAndQualifyingAccounts Valuation and Qualifying Accounts false false R34.htm 2202201 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://www.hyatt.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) false false R35.htm 2302302 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://www.hyatt.com/role/SummaryOfSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) false false R36.htm 2303301 - Disclosure - Equity And Cost Method Investments (Tables) Sheet http://www.hyatt.com/role/EquityAndCostMethodInvestmentsTables Equity And Cost Method Investments (Tables) false false R37.htm 2305301 - Disclosure - Marketable Securities (Tables) Sheet http://www.hyatt.com/role/MarketableSecuritiesTables Marketable Securities (Tables) false false R38.htm 2306301 - Disclosure - Fair Value Measurement (Tables) Sheet http://www.hyatt.com/role/FairValueMeasurementTables Fair Value Measurement (Tables) false false R39.htm 2307301 - Disclosure - Property and Equipment (Tables) Sheet http://www.hyatt.com/role/PropertyAndEquipmentTables Property and Equipment (Tables) false false R40.htm 2308301 - Disclosure - Financing Receivables (Tables) Sheet http://www.hyatt.com/role/FinancingReceivablesTables Financing Receivables (Tables) false false R41.htm 2309301 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Tables) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsTables Acquisitions, Dispositions, And Discontinued Operations (Tables) false false R42.htm 2310301 - Disclosure - Goodwill And Intangible Assets (Tables) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsTables Goodwill And Intangible Assets (Tables) false false R43.htm 2311301 - Disclosure - Debt (Tables) Sheet http://www.hyatt.com/role/DebtTables Debt (Tables) false false R44.htm 2312301 - Disclosure - Leases (Tables) Sheet http://www.hyatt.com/role/LeasesTables Leases (Tables) false false R45.htm 2314301 - Disclosure - Employee Benefit Plans (Tables) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansTables Employee Benefit Plans (Tables) false false R46.htm 2315301 - Disclosure - Other Long-Term Liabiliites (Tables) Sheet http://www.hyatt.com/role/OtherLongTermLiabiliitesTables Other Long-Term Liabiliites (Tables) false false R47.htm 2316301 - Disclosure - Income Taxes (Tables) Sheet http://www.hyatt.com/role/IncomeTaxesTables Income Taxes (Tables) false false R48.htm 2317301 - Disclosure - Commitments And Contingencies (Tables) Sheet http://www.hyatt.com/role/CommitmentsAndContingenciesTables Commitments And Contingencies (Tables) false false R49.htm 2319301 - Disclosure - Equity (Tables) Sheet http://www.hyatt.com/role/EquityTables Equity (Tables) false false R50.htm 2320301 - Disclosure - Stock-Based Compensation (Tables) Sheet http://www.hyatt.com/role/StockBasedCompensationTables Stock-Based Compensation (Tables) false false R51.htm 2322301 - Disclosure - Segment and Geographic Information (Tables) Sheet http://www.hyatt.com/role/SegmentAndGeographicInformationTables Segment and Geographic Information (Tables) false false R52.htm 2323301 - Disclosure - Earnings Per Share (Tables) Sheet http://www.hyatt.com/role/EarningsPerShareTables Earnings Per Share (Tables) false false R53.htm 2325301 - Disclosure - Other Income (Loss), Net (Tables) Sheet http://www.hyatt.com/role/OtherIncomeLossNetTables Other Income (Loss), Net (Tables) false false R54.htm 2327301 - Disclosure - Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited) (Tables) Sheet http://www.hyatt.com/role/QuarterlyFinancialInformationUnauditedQuarterlyFinancialInformationUnauditedTables Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited) (Tables) false false R55.htm 2401401 - Disclosure - Organization (Details) Sheet http://www.hyatt.com/role/OrganizationDetails Organization (Details) false false R56.htm 2402403 - Disclosure - Summary of Significant Accounting Policies (Narrative) (Details) Sheet http://www.hyatt.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails Summary of Significant Accounting Policies (Narrative) (Details) false false R57.htm 2402404 - Disclosure - Summary of Significant Accounting Policies (Property and Equipment) (Details) Sheet http://www.hyatt.com/role/SummaryOfSignificantAccountingPoliciesPropertyAndEquipmentDetails Summary of Significant Accounting Policies (Property and Equipment) (Details) false false R58.htm 2403402 - Disclosure - Equity And Cost Method Investments (Narrative) (Details) Sheet http://www.hyatt.com/role/EquityAndCostMethodInvestmentsNarrativeDetails Equity And Cost Method Investments (Narrative) (Details) false false R59.htm 2403403 - Disclosure - Equity And Cost Method Investments (Equity And Cost Method Investment Balances) (Details) Sheet http://www.hyatt.com/role/EquityAndCostMethodInvestmentsEquityAndCostMethodInvestmentBalancesDetails Equity And Cost Method Investments (Equity And Cost Method Investment Balances) (Details) false false R60.htm 2403404 - Disclosure - Equity Method Investments (Carrying Value and Ownership Percentages of Equity Method Investments) (Details) Sheet http://www.hyatt.com/role/EquityMethodInvestmentsCarryingValueAndOwnershipPercentagesOfEquityMethodInvestmentsDetails Equity Method Investments (Carrying Value and Ownership Percentages of Equity Method Investments) (Details) false false R61.htm 2403405 - Disclosure - Equity Method Investments (Summarized Financial Information) (Details) Sheet http://www.hyatt.com/role/EquityMethodInvestmentsSummarizedFinancialInformationDetails Equity Method Investments (Summarized Financial Information) (Details) false false R62.htm 2405402 - Disclosure - Marketable Securities (Narrative) (Details) Sheet http://www.hyatt.com/role/MarketableSecuritiesNarrativeDetails Marketable Securities (Narrative) (Details) false false R63.htm 2405403 - Disclosure - Marketable Securities (Marketable Securities Held to Fund Operating Programs) (Details) Sheet http://www.hyatt.com/role/MarketableSecuritiesMarketableSecuritiesHeldToFundOperatingProgramsDetails Marketable Securities (Marketable Securities Held to Fund Operating Programs) (Details) false false R64.htm 2405404 - Disclosure - Marketable Securities (Investments) (Details) Sheet http://www.hyatt.com/role/MarketableSecuritiesInvestmentsDetails Marketable Securities (Investments) (Details) false false R65.htm 2405405 - Disclosure - Marketable Securities (Investments Classified as Available for Sale) (Details) Sheet http://www.hyatt.com/role/MarketableSecuritiesInvestmentsClassifiedAsAvailableForSaleDetails Marketable Securities (Investments Classified as Available for Sale) (Details) false false R66.htm 2406402 - Disclosure - Fair Value Measurement (Narrative) (Details) Sheet http://www.hyatt.com/role/FairValueMeasurementNarrativeDetails Fair Value Measurement (Narrative) (Details) false false R67.htm 2406403 - Disclosure - Fair Value Measurement (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) Sheet http://www.hyatt.com/role/FairValueMeasurementAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails Fair Value Measurement (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) false false R68.htm 2406404 - Disclosure - Fair Value Measurement Fair Value Inputs, Assets, Quantitative Information (Details) Sheet http://www.hyatt.com/role/FairValueMeasurementFairValueInputsAssetsQuantitativeInformationDetails Fair Value Measurement Fair Value Inputs, Assets, Quantitative Information (Details) false false R69.htm 2407402 - Disclosure - Property and Equipment (Details) Sheet http://www.hyatt.com/role/PropertyAndEquipmentDetails Property and Equipment (Details) false false R70.htm 2407403 - Disclosure - Property and Equipment (Narrative) (Details) Sheet http://www.hyatt.com/role/PropertyAndEquipmentNarrativeDetails Property and Equipment (Narrative) (Details) false false R71.htm 2408402 - Disclosure - Financing Receivables (Narrative) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesNarrativeDetails Financing Receivables (Narrative) (Details) false false R72.htm 2408403 - Disclosure - Financing Receivables (Schedule Of Financing Receivables) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesScheduleOfFinancingReceivablesDetails Financing Receivables (Schedule Of Financing Receivables) (Details) false false R73.htm 2408404 - Disclosure - Financing Receivables (Schedule Of Future Maturities) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesScheduleOfFutureMaturitiesDetails Financing Receivables (Schedule Of Future Maturities) (Details) false false R74.htm 2408405 - Disclosure - Financing Receivables (Allowance For Credit Losses) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesAllowanceForCreditLossesDetails Financing Receivables (Allowance For Credit Losses) (Details) false false R75.htm 2408406 - Disclosure - Financing Receivables (Impaired Loans) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesImpairedLoansDetails Financing Receivables (Impaired Loans) (Details) false false R76.htm 2408407 - Disclosure - Financing Receivables (Interest Income Recognized) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesInterestIncomeRecognizedDetails Financing Receivables (Interest Income Recognized) (Details) false false R77.htm 2408408 - Disclosure - Financing Receivables (Analysis of Financing Receivables) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesAnalysisOfFinancingReceivablesDetails Financing Receivables (Analysis of Financing Receivables) (Details) false false R78.htm 2408409 - Disclosure - Financing Receivables Financing Receivables (Fair Value) (Details) (Details) Sheet http://www.hyatt.com/role/FinancingReceivablesFinancingReceivablesFairValueDetailsDetails Financing Receivables Financing Receivables (Fair Value) (Details) (Details) false false R79.htm 2409402 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Acquisitions Narrative) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsAcquisitionsNarrativeDetails Acquisitions, Dispositions, And Discontinued Operations (Acquisitions Narrative) (Details) false false R80.htm 2409403 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Dispositions Narrative) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsDispositionsNarrativeDetails Acquisitions, Dispositions, And Discontinued Operations (Dispositions Narrative) (Details) false false R81.htm 2409404 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Like-Kind Exchanges Narrative) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsLikeKindExchangesNarrativeDetails Acquisitions, Dispositions, And Discontinued Operations (Like-Kind Exchanges Narrative) (Details) false false R82.htm 2409405 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Assets Held for Sale Narrative) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsAssetsHeldForSaleNarrativeDetails Acquisitions, Dispositions, And Discontinued Operations (Assets Held for Sale Narrative) (Details) false false R83.htm 2409406 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Lost Pines Assets and Liabilities Table) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsHyattRegencyLostPinesAssetsAndLiabilitiesTableDetails Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Lost Pines Assets and Liabilities Table) (Details) false false R84.htm 2409407 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Grand Hyatt San Antonio Assets and Liabilities Table) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsGrandHyattSanAntonioAssetsAndLiabilitiesTableDetails Acquisitions, Dispositions, And Discontinued Operations (Grand Hyatt San Antonio Assets and Liabilities Table) (Details) false false R85.htm 2409408 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Orlando Assets and Liabilities Table) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsHyattRegencyOrlandoAssetsAndLiabilitiesTableDetails Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Orlando Assets and Liabilities Table) (Details) false false R86.htm 2409409 - Disclosure - Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Mexico City Assets and Liabilities Table) (Details) Sheet http://www.hyatt.com/role/AcquisitionsDispositionsAndDiscontinuedOperationsHyattRegencyMexicoCityAssetsAndLiabilitiesTableDetails Acquisitions, Dispositions, And Discontinued Operations (Hyatt Regency Mexico City Assets and Liabilities Table) (Details) false false R87.htm 2410402 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Narrative) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsGoodwillNarrativeDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Narrative) (Details) false false R88.htm 2410403 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Intangibles Narrative) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsDefiniteLivedIntangiblesNarrativeDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Intangibles Narrative) (Details) false false R89.htm 2410404 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Indefinite Lived Impairments Narrative) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsIndefiniteLivedImpairmentsNarrativeDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Indefinite Lived Impairments Narrative) (Details) false false R90.htm 2410405 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Changes Table) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsGoodwillChangesTableDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Changes Table) (Details) false false R91.htm 2410406 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Intangible Assets Table) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsIntangibleAssetsTableDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Intangible Assets Table) (Details) false false R92.htm 2410407 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Amortization Expense Table) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsAmortizationExpenseTableDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Amortization Expense Table) (Details) false false R93.htm 2410408 - Disclosure - Goodwill And Intangible Assets (Future Amortization Table) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsFutureAmortizationTableDetails Goodwill And Intangible Assets (Future Amortization Table) (Details) false false R94.htm 2410409 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Impairments Table) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsGoodwillImpairmentsTableDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Impairments Table) (Details) false false R95.htm 2410410 - Disclosure - Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Impairments Table) (Details) Sheet http://www.hyatt.com/role/GoodwillAndIntangibleAssetsGoodwillAndIntangibleAssetsDefiniteLivedImpairmentsTableDetails Goodwill And Intangible Assets Goodwill and Intangible Assets (Definite Lived Impairments Table) (Details) false false R96.htm 2411402 - Disclosure - Debt (Schedule of Debt) (Details) Sheet http://www.hyatt.com/role/DebtScheduleOfDebtDetails Debt (Schedule of Debt) (Details) false false R97.htm 2411403 - Disclosure - Debt (Schedule of Maturities) (Details) Sheet http://www.hyatt.com/role/DebtScheduleOfMaturitiesDetails Debt (Schedule of Maturities) (Details) false false R98.htm 2411404 - Disclosure - Debt (Senior Notes Narrative) (Details) Notes http://www.hyatt.com/role/DebtSeniorNotesNarrativeDetails Debt (Senior Notes Narrative) (Details) false false R99.htm 2411405 - Disclosure - Debt (Revolving Credit Facility Narrative) (Details) Sheet http://www.hyatt.com/role/DebtRevolvingCreditFacilityNarrativeDetails Debt (Revolving Credit Facility Narrative) (Details) false false R100.htm 2411406 - Disclosure - Debt (Fair Value) (Details) Sheet http://www.hyatt.com/role/DebtFairValueDetails Debt (Fair Value) (Details) false false R101.htm 2411407 - Disclosure - Debt Debt (Contract Revenue Bonds Narrative) (Details) Sheet http://www.hyatt.com/role/DebtDebtContractRevenueBondsNarrativeDetails Debt Debt (Contract Revenue Bonds Narrative) (Details) false false R102.htm 2411408 - Disclosure - Debt Debt (Floating Average Rate Construction Loan Narrative) (Details) Sheet http://www.hyatt.com/role/DebtDebtFloatingAverageRateConstructionLoanNarrativeDetails Debt Debt (Floating Average Rate Construction Loan Narrative) (Details) false false R103.htm 2411409 - Disclosure - Debt Debt (Senior Secured Term Loan) (Details) Sheet http://www.hyatt.com/role/DebtDebtSeniorSecuredTermLoanDetails Debt Debt (Senior Secured Term Loan) (Details) false false R104.htm 2411410 - Disclosure - Debt Debt (Capital Lease Obligation) (Details) Sheet http://www.hyatt.com/role/DebtDebtCapitalLeaseObligationDetails Debt Debt (Capital Lease Obligation) (Details) false false R105.htm 2412402 - Disclosure - Leases (Future Minimum Operating Lease Payments) (Details) Sheet http://www.hyatt.com/role/LeasesFutureMinimumOperatingLeasePaymentsDetails Leases (Future Minimum Operating Lease Payments) (Details) false false R106.htm 2412403 - Disclosure - Leases (Future Minimum Capital Lease Payments) (Details) Sheet http://www.hyatt.com/role/LeasesFutureMinimumCapitalLeasePaymentsDetails Leases (Future Minimum Capital Lease Payments) (Details) false false R107.htm 2412404 - Disclosure - Leases (Hyatt Regency Grand Cypress) (Details) Sheet http://www.hyatt.com/role/LeasesHyattRegencyGrandCypressDetails Leases (Hyatt Regency Grand Cypress) (Details) false false R108.htm 2412405 - Disclosure - Leases (Corporate Office Space) (Details) Sheet http://www.hyatt.com/role/LeasesCorporateOfficeSpaceDetails Leases (Corporate Office Space) (Details) false false R109.htm 2412406 - Disclosure - Leases (Rent Expense) (Details) Sheet http://www.hyatt.com/role/LeasesRentExpenseDetails Leases (Rent Expense) (Details) false false R110.htm 2412407 - Disclosure - Leases (Retail Lease Receipts) (Details) Sheet http://www.hyatt.com/role/LeasesRetailLeaseReceiptsDetails Leases (Retail Lease Receipts) (Details) false false R111.htm 2414402 - Disclosure - Employee Benefit Plans (Defined Benefit Plans Narrative) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansDefinedBenefitPlansNarrativeDetails Employee Benefit Plans (Defined Benefit Plans Narrative) (Details) false false R112.htm 2414403 - Disclosure - Employee Benefit Plans (Change in Benefit Obligation) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansChangeInBenefitObligationDetails Employee Benefit Plans (Change in Benefit Obligation) (Details) false false R113.htm 2414404 - Disclosure - Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansAmountsRecognizedInBalanceSheetDetails Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) false false R114.htm 2414405 - Disclosure - Employee Benefit Plans (Weighted Average of Benefit Obligation) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansWeightedAverageOfBenefitObligationDetails Employee Benefit Plans (Weighted Average of Benefit Obligation) (Details) false false R115.htm 2414406 - Disclosure - Employee Benefit Plans (Weighted Average of Net Benefit Cost) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansWeightedAverageOfNetBenefitCostDetails Employee Benefit Plans (Weighted Average of Net Benefit Cost) (Details) false false R116.htm 2414407 - Disclosure - Employee Benefit Plans (Expected Benefit Payments) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansExpectedBenefitPaymentsDetails Employee Benefit Plans (Expected Benefit Payments) (Details) false false R117.htm 2414408 - Disclosure - Employee Benefit Plans (Costs Incurred for Employee Benefit Costs) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansCostsIncurredForEmployeeBenefitCostsDetails Employee Benefit Plans (Costs Incurred for Employee Benefit Costs) (Details) false false R118.htm 2414409 - Disclosure - Employee Benefit Plans (Employee Stock Purchase Program Narrative) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansEmployeeStockPurchaseProgramNarrativeDetails Employee Benefit Plans (Employee Stock Purchase Program Narrative) (Details) false false R119.htm 2414410 - Disclosure - Employee Benefit Plans Employee Benefit Plans (Multi-Employer Pension Plans) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansEmployeeBenefitPlansMultiEmployerPensionPlansDetails Employee Benefit Plans Employee Benefit Plans (Multi-Employer Pension Plans) (Details) false false R120.htm 2414411 - Disclosure - Employee Benefit Plans Employee Benefit Plans (Multi-Employer Health Plans) (Details) Sheet http://www.hyatt.com/role/EmployeeBenefitPlansEmployeeBenefitPlansMultiEmployerHealthPlansDetails Employee Benefit Plans Employee Benefit Plans (Multi-Employer Health Plans) (Details) false false R121.htm 2415402 - Disclosure - Other Long-Term Liabilities (Details) Sheet http://www.hyatt.com/role/OtherLongTermLiabilitiesDetails Other Long-Term Liabilities (Details) false false R122.htm 2416402 - Disclosure - Income Taxes (Narrative) (Details) Sheet http://www.hyatt.com/role/IncomeTaxesNarrativeDetails Income Taxes (Narrative) (Details) false false R123.htm 2416403 - Disclosure - Income Taxes (Domestic and Foreign Components of Pretax Income) (Details) Sheet http://www.hyatt.com/role/IncomeTaxesDomesticAndForeignComponentsOfPretaxIncomeDetails Income Taxes (Domestic and Foreign Components of Pretax Income) (Details) false false R124.htm 2416404 - Disclosure - Income Taxes (Provision (Benefit) for Income Taxes from Continuing Operations) (Details) Sheet http://www.hyatt.com/role/IncomeTaxesProvisionBenefitForIncomeTaxesFromContinuingOperationsDetails Income Taxes (Provision (Benefit) for Income Taxes from Continuing Operations) (Details) false false R125.htm 2416405 - Disclosure - Income Taxes (Effective Tax Rate Reconciliation) (Details) Sheet http://www.hyatt.com/role/IncomeTaxesEffectiveTaxRateReconciliationDetails Income Taxes (Effective Tax Rate Reconciliation) (Details) false false R126.htm 2416406 - Disclosure - Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) Sheet http://www.hyatt.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) false false R127.htm 2416407 - Disclosure - Income Taxes (Unrecognized Tax Benefits Rollforward) (Details) Sheet http://www.hyatt.com/role/IncomeTaxesUnrecognizedTaxBenefitsRollforwardDetails Income Taxes (Unrecognized Tax Benefits Rollforward) (Details) false false R128.htm 2417402 - Disclosure - Commitments And Contingencies (Guarantees And Commitments Narrative) (Details) Sheet http://www.hyatt.com/role/CommitmentsAndContingenciesGuaranteesAndCommitmentsNarrativeDetails Commitments And Contingencies (Guarantees And Commitments Narrative) (Details) false false R129.htm 2417403 - Disclosure - Commitments And Contingencies Commitments and Contingencies (Schedule of Guarantor Obligations) (Details) Sheet http://www.hyatt.com/role/CommitmentsAndContingenciesCommitmentsAndContingenciesScheduleOfGuarantorObligationsDetails Commitments And Contingencies Commitments and Contingencies (Schedule of Guarantor Obligations) (Details) false false R130.htm 2417404 - Schedule - Commitments And Contingencies Commitments and Contingencies (Debt Repayment Guarantee) (Details) Sheet http://www.hyatt.com/role/CommitmentsAndContingenciesCommitmentsAndContingenciesDebtRepaymentGuaranteeDetails Commitments And Contingencies Commitments and Contingencies (Debt Repayment Guarantee) (Details) false false R131.htm 2417405 - Disclosure - Commitments And Contingencies (Self Insurance, Collective Bargaining Agreements, Surety Bonds, and Letters Of Credit Narrative) (Details) Sheet http://www.hyatt.com/role/CommitmentsAndContingenciesSelfInsuranceCollectiveBargainingAgreementsSuretyBondsAndLettersOfCreditNarrativeDetails Commitments And Contingencies (Self Insurance, Collective Bargaining Agreements, Surety Bonds, and Letters Of Credit Narrative) (Details) false false R132.htm 2419402 - Disclosure - Equity (Narrative) (Details) Sheet http://www.hyatt.com/role/EquityNarrativeDetails Equity (Narrative) (Details) false false R133.htm 2419403 - Disclosure - Accumulated Other Comprehensive Loss (Details) Sheet http://www.hyatt.com/role/AccumulatedOtherComprehensiveLossDetails Accumulated Other Comprehensive Loss (Details) false false R134.htm 2420402 - Disclosure - Stock-Based Compensation (Compensation Expense Related To Long-Term Incentive Plan) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationCompensationExpenseRelatedToLongTermIncentivePlanDetails Stock-Based Compensation (Compensation Expense Related To Long-Term Incentive Plan) (Details) false false R135.htm 2420403 - Disclosure - Stock Based Compensation (Income Tax Benefit Share Based Compensation) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationIncomeTaxBenefitShareBasedCompensationDetails Stock Based Compensation (Income Tax Benefit Share Based Compensation) (Details) false false R136.htm 2420404 - Disclosure - Stock-Based Compensation (Stock Appreciation Rights by Grant Date) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationStockAppreciationRightsByGrantDateDetails Stock-Based Compensation (Stock Appreciation Rights by Grant Date) (Details) false false R137.htm 2420405 - Disclosure - Stock-Based Compensation (SAR Valuation Assumptions) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationSarValuationAssumptionsDetails Stock-Based Compensation (SAR Valuation Assumptions) (Details) false false R138.htm 2420406 - Disclosure - Stock-Based Compensation (Summary of SAR Activity) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationSummaryOfSarActivityDetails Stock-Based Compensation (Summary of SAR Activity) (Details) false false R139.htm 2420407 - Disclosure - Stock-Based Compensation (RSU Activity by Grant Date) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationRsuActivityByGrantDateDetails Stock-Based Compensation (RSU Activity by Grant Date) (Details) false false R140.htm 2420408 - Disclosure - Stock-Based Compensation (Summary of RSU Activity) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationSummaryOfRsuActivityDetails Stock-Based Compensation (Summary of RSU Activity) (Details) false false R141.htm 2420409 - Disclosure - Stock-Based Compensation Stock-Based Compensation (Summary of PSS Activity) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationStockBasedCompensationSummaryOfPssActivityDetails Stock-Based Compensation Stock-Based Compensation (Summary of PSS Activity) (Details) false false R142.htm 2420410 - Disclosure - Stock-Based Compensation (Unearned Compensation) (Details) Sheet http://www.hyatt.com/role/StockBasedCompensationUnearnedCompensationDetails Stock-Based Compensation (Unearned Compensation) (Details) false false R143.htm 2421401 - Disclosure - Related-Party Transactions (Leases Narrative) (Details) Sheet http://www.hyatt.com/role/RelatedPartyTransactionsLeasesNarrativeDetails Related-Party Transactions (Leases Narrative) (Details) false false R144.htm 2421402 - Disclosure - Related-Party Transactions (Legal Services Narrative) (Details) Sheet http://www.hyatt.com/role/RelatedPartyTransactionsLegalServicesNarrativeDetails Related-Party Transactions (Legal Services Narrative) (Details) false false R145.htm 2421403 - Disclosure - Related-Party Transactions (Other Services Narrative) (Details) Sheet http://www.hyatt.com/role/RelatedPartyTransactionsOtherServicesNarrativeDetails Related-Party Transactions (Other Services Narrative) (Details) false false R146.htm 2421404 - Disclosure - Related-Party Transactions (Equity Method Investments Narrative) (Details) Sheet http://www.hyatt.com/role/RelatedPartyTransactionsEquityMethodInvestmentsNarrativeDetails Related-Party Transactions (Equity Method Investments Narrative) (Details) false false R147.htm 2421405 - Disclosure - Related-Party Transactions (Share Repurchase Narrative) (Details) Sheet http://www.hyatt.com/role/RelatedPartyTransactionsShareRepurchaseNarrativeDetails Related-Party Transactions (Share Repurchase Narrative) (Details) false false R148.htm 2422402 - Disclosure - Segment and Geographic Information (Summarized Consolidated Financial Information by Segment) (Details) Sheet http://www.hyatt.com/role/SegmentAndGeographicInformationSummarizedConsolidatedFinancialInformationBySegmentDetails Segment and Geographic Information (Summarized Consolidated Financial Information by Segment) (Details) false false R149.htm 2422403 - Disclosure - Segment and Geographic Information (Assets) (Details) Sheet http://www.hyatt.com/role/SegmentAndGeographicInformationAssetsDetails Segment and Geographic Information (Assets) (Details) false false R150.htm 2422404 - Disclosure - Segment and Geographic Information (Schedule of Revenues from External Customers and Long-Lived Assets) (Details) Sheet http://www.hyatt.com/role/SegmentAndGeographicInformationScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsDetails Segment and Geographic Information (Schedule of Revenues from External Customers and Long-Lived Assets) (Details) false false R151.htm 2422405 - Disclosure - Segment and Geographic Information (Reconciliation of Consolidated Adjusted EBITDA to EBITDA and a Reconciliation of EBITDA to Net Income (Loss) attributable to Hyatt Hotels Corporation) (Details) Sheet http://www.hyatt.com/role/SegmentAndGeographicInformationReconciliationOfConsolidatedAdjustedEbitdaToEbitdaAndReconciliationOfEbitdaToNetIncomeLossAttributableToHyattHotelsCorporationDetails Segment and Geographic Information (Reconciliation of Consolidated Adjusted EBITDA to EBITDA and a Reconciliation of EBITDA to Net Income (Loss) attributable to Hyatt Hotels Corporation) (Details) false false R152.htm 2423402 - Disclosure - Earnings Per Share (Schedule of the Calculation of Basic and Diluted Earnings Per Share) (Details) Sheet http://www.hyatt.com/role/EarningsPerShareScheduleOfCalculationOfBasicAndDilutedEarningsPerShareDetails Earnings Per Share (Schedule of the Calculation of Basic and Diluted Earnings Per Share) (Details) false false R153.htm 2423403 - Disclosure - Earnings Per Share (Anti-dilutive Shares Issued) (Details) Sheet http://www.hyatt.com/role/EarningsPerShareAntiDilutiveSharesIssuedDetails Earnings Per Share (Anti-dilutive Shares Issued) (Details) false false R154.htm 2425402 - Disclosure - Other Income (Loss), Net (Reconciliation of Components in Other Income (Loss), Net) (Details) Sheet http://www.hyatt.com/role/OtherIncomeLossNetReconciliationOfComponentsInOtherIncomeLossNetDetails Other Income (Loss), Net (Reconciliation of Components in Other Income (Loss), Net) (Details) false false R155.htm 2426402 - Disclosure - Subsequent Event Subsequent Event (Details) Sheet http://www.hyatt.com/role/SubsequentEventSubsequentEventDetails Subsequent Event Subsequent Event (Details) false false R156.htm 2427402 - Disclosure - Quarterly Financial Information (Unaudited) (Details) Sheet http://www.hyatt.com/role/QuarterlyFinancialInformationUnauditedDetails Quarterly Financial Information (Unaudited) (Details) false false R157.htm 2428401 - Disclosure - Valuation and Qualifying Accounts (Details) Sheet http://www.hyatt.com/role/ValuationAndQualifyingAccountsDetails Valuation and Qualifying Accounts (Details) false false All Reports Book All Reports Element us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage had a mix of decimals attribute values: 2 3. Element us-gaap_DebtInstrumentInterestRateStatedPercentage had a mix of decimals attribute values: 0 3. Element us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMinimum had a mix of decimals attribute values: 3 4. Element us-gaap_EquityMethodInvestmentOwnershipPercentage had a mix of decimals attribute values: 2 3. Element us-gaap_PreferredStockSharesOutstanding had a mix of decimals attribute values: -6 0. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 50 values. Shorter duration columns must have at least one fourth (12) as many values. Column '10/1/2013 - 12/31/2013' is shorter (91 days) and has only 2 values, so it is being removed. Columns in Cash Flows statement 'Consolidated Statements of Cash Flows (USD $)' have maximum duration 365 days and at least 50 values. Shorter duration columns must have at least one fourth (12) as many values. Column '10/1/2014 - 12/31/2014' is shorter (91 days) and has only 2 values, so it is being removed. 'Monetary' elements on report '2411405 - Disclosure - Debt (Revolving Credit Facility Narrative) (Details)' had a mix of different decimal attribute values. Process Flow-Through: 1001000 - Statement - Consolidated Statements Of Income Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: 1002000 - Statement - Consolidated Statements of Comprehensive Income Process Flow-Through: 1002501 - Statement - Consolidated Statements of Comprehensive Income Parentheticals Process Flow-Through: 1003000 - Statement - Consolidated Balance Sheets Process Flow-Through: Removing column 'Dec. 31, 2012' Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: 1003501 - Statement - Consolidated Balance Sheets Consolidated Balance Sheet Parentheticals Process Flow-Through: 1004000 - Statement - Consolidated Statements of Cash Flows Process Flow-Through: 1004001 - Statement - Consolidated Statements Of Cash Flows Statement of Cash Flow Parenthetical h-20141231.xml h-20141231.xsd h-20141231_cal.xml h-20141231_def.xml h-20141231_lab.xml h-20141231_pre.xml true true XML 183 R117.htm IDEA: XBRL DOCUMENT v2.4.1.9
Employee Benefit Plans (Costs Incurred for Employee Benefit Costs) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]      
Defined benefit plan $ 1us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost $ 1us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost $ 1us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost
Defined contribution plans 35us-gaap_DefinedContributionPlanCostRecognized 33us-gaap_DefinedContributionPlanCostRecognized 35us-gaap_DefinedContributionPlanCostRecognized
Deferred compensation plans $ 5us-gaap_DeferredCompensationArrangementWithIndividualCompensationExpense $ 5us-gaap_DeferredCompensationArrangementWithIndividualCompensationExpense $ 4us-gaap_DeferredCompensationArrangementWithIndividualCompensationExpense
XML 184 R130.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments And Contingencies Commitments and Contingencies (Debt Repayment Guarantee) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Loss Contingencies [Line Items]    
Guarantor Obligations, Carrying Value, Noncurrent $ 110h_GuarantorObligationsCarryingValueNoncurrent $ 133h_GuarantorObligationsCarryingValueNoncurrent
Loan, Lease Completion And Repayment Guarantees [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 243us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent 7h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
10h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
Loan, Lease Completion And Repayment Guarantees [Member] | Vacation ownership property [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 86us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_VacationOwnershipDevelopmentMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent 0h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_VacationOwnershipDevelopmentMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
1h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_VacationOwnershipDevelopmentMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
Loan, Lease Completion And Repayment Guarantees [Member] | Hotel property in Brazil [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 75us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyInBrazilMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent 2h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyInBrazilMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
3h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyInBrazilMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
Loan, Lease Completion And Repayment Guarantees [Member] | Hotel property in Hawaii [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 30us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_JointVentureHawaiiMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent 1h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_JointVentureHawaiiMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
1h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_JointVentureHawaiiMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
Loan, Lease Completion And Repayment Guarantees [Member] | Hotel property in Minnesota [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 25us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyInMinnesotaMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent 3h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyInMinnesotaMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
4h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyInMinnesotaMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
Loan, Lease Completion And Repayment Guarantees [Member] | Hotel property in Colorado [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 15us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyinColoradoMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent 1h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyinColoradoMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
1h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_HotelPropertyinColoradoMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
Loan, Lease Completion And Repayment Guarantees [Member] | Other Debt Repayment Guarantee [Member]    
Loss Contingencies [Line Items]    
Guarantor Obligations, Maximum Exposure, Undiscounted 12us-gaap_GuaranteeObligationsMaximumExposure
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_OtherDebtRepaymentGuaranteeMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
 
Guarantor Obligations, Carrying Value, Noncurrent $ 0h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_OtherDebtRepaymentGuaranteeMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
$ 0h_GuarantorObligationsCarryingValueNoncurrent
/ us-gaap_LongTermPurchaseCommitmentByCategoryOfItemPurchasedAxis
= h_OtherDebtRepaymentGuaranteeMember
/ us-gaap_LossContingenciesByNatureOfContingencyAxis
= h_LoanLeaseCompletionAndRepaymentGuaranteesMember
XML 185 R126.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
Employee Benefits $ 181us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsEmployeeBenefits $ 161us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsEmployeeBenefits
Foreign and State Net Operating Losses and credit carryforwards 37us-gaap_DeferredTaxAssetsOperatingLossCarryforwards 54us-gaap_DeferredTaxAssetsOperatingLossCarryforwards
Nonconsolidated Investments 59us-gaap_DeferredTaxAssetsEquityMethodInvestments 77us-gaap_DeferredTaxAssetsEquityMethodInvestments
Allowance for Uncollectible Assets 36us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts 38us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts
Intangibles 8us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets 10us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets
Deferred gain on sale 149us-gaap_DeferredTaxAssetsDeferredIncome 74us-gaap_DeferredTaxAssetsDeferredIncome
Loyalty program 21h_DeferredTaxAssets.LoyaltyProgram 24h_DeferredTaxAssets.LoyaltyProgram
Interest and State Benefits 4h_DeferredTaxAssetsInterestAndStateBenefits 14h_DeferredTaxAssetsInterestAndStateBenefits
Unrealized investment losses 5us-gaap_DeferredTaxAssetsDerivativeInstruments 6us-gaap_DeferredTaxAssetsDerivativeInstruments
Other 55us-gaap_DeferredTaxAssetsOther 60us-gaap_DeferredTaxAssetsOther
Valuation Allowance (15)us-gaap_DeferredTaxAssetsValuationAllowance (21)us-gaap_DeferredTaxAssetsValuationAllowance
Total Deferred Tax Asset 540us-gaap_DeferredTaxAssetsNet 497us-gaap_DeferredTaxAssetsNet
Installment Sales 0us-gaap_DeferredTaxLiabilitiesTaxDeferredIncome (6)us-gaap_DeferredTaxLiabilitiesTaxDeferredIncome
Property and Equipment (312)us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment (255)us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment
Nonconsolidated Investments (33)us-gaap_DeferredTaxLiabilitiesInvestmentInNoncontrolledAffiliates (59)us-gaap_DeferredTaxLiabilitiesInvestmentInNoncontrolledAffiliates
Unrealized investment gains (23)us-gaap_DeferredTaxLiabilitiesInvestments (18)us-gaap_DeferredTaxLiabilitiesInvestments
Prepaid Expenses (11)us-gaap_DeferredTaxLiabilitiesPrepaidExpenses (14)us-gaap_DeferredTaxLiabilitiesPrepaidExpenses
Other (7)us-gaap_DeferredTaxLiabilitiesOther (14)us-gaap_DeferredTaxLiabilitiesOther
Total Deferred Tax Liability (386)us-gaap_DeferredTaxLiabilities (366)us-gaap_DeferredTaxLiabilities
Net Deferred Tax Asset 154us-gaap_DeferredTaxAssetsLiabilitiesNet 131us-gaap_DeferredTaxAssetsLiabilitiesNet
Deferred tax assets - Current 26us-gaap_DeferredTaxAssetsNetCurrent 11us-gaap_DeferredTaxAssetsNetCurrent
Deferred tax assets - Noncurrent 196us-gaap_DeferredTaxAssetsNetNoncurrent 198us-gaap_DeferredTaxAssetsNetNoncurrent
Deferred Tax Liabilities - Current (2)us-gaap_DeferredTaxLiabilitiesCurrent (4)us-gaap_DeferredTaxLiabilitiesCurrent
Deferred Tax Liabilities - Noncurrent $ (66)us-gaap_DeferredTaxLiabilitiesNoncurrent $ (74)us-gaap_DeferredTaxLiabilitiesNoncurrent
XML 186 R74.htm IDEA: XBRL DOCUMENT v2.4.1.9
Financing Receivables (Allowance For Credit Losses) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]      
Beginning Balance $ 103us-gaap_FinancingReceivableAllowanceForCreditLosses $ 99us-gaap_FinancingReceivableAllowanceForCreditLosses  
Provision 7us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease 13us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease  
Write-offs (1)us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs (6)us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs  
Other adjustments (9)h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease (3)h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease  
Ending Balance 100us-gaap_FinancingReceivableAllowanceForCreditLosses 103us-gaap_FinancingReceivableAllowanceForCreditLosses  
Unsecured Financing To Hotel Owners [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Beginning Balance 83us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
83us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
 
Provision 6us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
7us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
13us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Write-offs 0us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
(4)us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
 
Other adjustments (2)h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
(3)h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
 
Ending Balance 87us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
83us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
83us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_UnsecuredFinancingToHotelOwnersMember
Vacation Ownership Mortgage Receivables [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Beginning Balance 7us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
9us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
Provision 1us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
0us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
6us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Write-offs (1)us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
(2)us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
Other adjustments (7)h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
0h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
 
Ending Balance 0us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
7us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
9us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_VacationOwnershipMortgageReceivablesMember
Secured Financing To Hotel Owners [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Beginning Balance 13us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
7us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Provision 0us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
6us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
0us-gaap_FinancingReceivableAllowanceForCreditLossesPeriodIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
Write-offs 0us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
0us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Other adjustments 0h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
0h_FinancingReceivableAllowanceOtherAdjustmentsIncreaseDecrease
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
 
Ending Balance $ 13us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
$ 13us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
$ 7us-gaap_FinancingReceivableAllowanceForCreditLosses
/ us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis
= h_SecuredFinancingToHotelOwnersMember
XML 187 R157.htm IDEA: XBRL DOCUMENT v2.4.1.9
Valuation and Qualifying Accounts (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Trade receivables—allowance for doubtful accounts      
Valuation and Qualifying Accounts Disclosure [Line Items]      
Balance at Beginning of Period $ 11us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
$ 11us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
$ 10us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
Additions Charged to Revenues, Costs and Expenses 5us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
4us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
5us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
Additions Charged to Other Accounts 0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
Deductions (3)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
(4)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
(4)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
Balance at End of Period 13us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
11us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
11us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForTradeReceivablesMember
Financing Receivables—allowance for losses      
Valuation and Qualifying Accounts Disclosure [Line Items]      
Balance at Beginning of Period 103us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
99us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
90us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
Additions Charged to Revenues, Costs and Expenses 7us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
13us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
19us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
Additions Charged to Other Accounts (9)us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
(3)us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
Deductions (1)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
(6)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
(10)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
Balance at End of Period 100us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
103us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
99us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_AllowanceForNotesReceivableMember
Deferred tax asset—valuation allowance      
Valuation and Qualifying Accounts Disclosure [Line Items]      
Balance at Beginning of Period 21us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
22us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
83us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
Additions Charged to Revenues, Costs and Expenses 0us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
0us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
1us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
Additions Charged to Other Accounts 0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
0us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
Deductions (6)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
(1)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
(62)us-gaap_ValuationAllowancesAndReservesDeductions
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
Balance at End of Period $ 15us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
$ 21us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
$ 22us-gaap_ValuationAllowancesAndReservesBalance
/ us-gaap_ValuationAllowancesAndReservesTypeAxis
= us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember
XML 188 R38.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurement (Tables)
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
As of December 31, 2014 and 2013, we had the following financial assets and liabilities measured at fair value on a recurring basis (see Note 2 for definitions of fair value and the three levels of the fair value hierarchy):
 
December 31, 2014
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Marketable securities recorded in cash and cash equivalents
 
 
 
 
 
 
 
Interest bearing money market funds
$
70

 
$
70

 
$

 
$

Marketable securities included in short-term investments, prepaids and other assets and other assets
 
 
 
 
 
 
 
Mutual funds
341

 
341

 

 

Preferred shares
280

 

 

 
280

Time deposits
130

 

 
130

 

U.S. government obligations
127

 

 
127

 

U.S. government agencies
34

 

 
34

 

Corporate debt securities
128

 

 
128

 

Mortgage-backed securities
23

 

 
23

 

Asset-backed securities
23

 

 
23

 

Municipal and provincial notes and bonds
3

 

 
3

 

Derivative instruments
 
 
 
 
 
 
 
Foreign currency forward contracts
1

 

 
1

 

 
December 31, 2013
 
Quoted Prices in Active Markets for Identical Assets (Level One)
 
Significant Other Observable Inputs (Level Two)
 
Significant Unobservable Inputs (Level Three)
Marketable securities recorded in cash and cash equivalents
 
 
 
 
 
 
 
Interest bearing money market funds
$
71

 
$
71

 
$

 
$

Marketable securities included in short-term investments, prepaids and other assets and other assets
 
 
 
 
 
 
 
Mutual funds
334

 
334

 

 

Preferred shares
278

 

 

 
278

Time deposits
30

 

 
30

 

U.S. government obligations
121

 

 
121

 

U.S. government agencies
46

 

 
46

 

Corporate debt securities
112

 

 
112

 

Mortgage-backed securities
20

 

 
20

 

Asset-backed securities
18

 

 
18

 

Municipal and provincial notes and bonds
4

 

 
4

 

Derivative instruments
 
 
 
 
 
 
 
Foreign currency forward contracts
(3
)
 

 
(3
)
 

Fair Value Inputs, Assets, Quantitative Information [Table Text Block]
A summary of the significant assumptions used to estimate the fair value of our preferred investment as of December 31, 2014 and 2013 is as follows:
 
December 31, 2014
December 31, 2013
Expected term
0.75 years

2 years

Risk-free Interest Rate
0.19
%
0.38
%
Volatility
43.9
%
47.7
%
Dividend Yield
10
%
10
%
XML 189 R20.htm IDEA: XBRL DOCUMENT v2.4.1.9
Leases
12 Months Ended
Dec. 31, 2014
Leases [Abstract]  
Leases of Lessee Disclosure [Text Block]
LEASES
We lease hotels and equipment under a combination of capital and operating leases, which generally require us to pay taxes, maintenance, and insurance. Most of the leases contain renewal options, which enable us to retain use of the facilities in desirable operating areas.
The operating leases for the majority of our leased hotels call for the calculation of rental payments to be based on a percentage of the operating profit of the hotel, as defined by contract. As a result, future lease payments related to these leases are contingent upon operating results and are not included in the table below.
Additionally, we lease office space for our corporate headquarters and regional offices. Future lease payments related to these leases are included in the table below.
The future minimum lease payments due in each of the next five years and thereafter are as follows:
Years Ending December 31,
Operating Leases
 
Capital Leases
2015
$
39

 
$
3

2016
36

 
3

2017
35

 
2

2018
34

 
2

2019
39

 
2

Thereafter
503

 
12

Total minimum lease payments
$
686

 
$
24

Less amount representing interest
 
 
7

Present value of minimum lease payments
 
 
$
17


Hyatt Regency Grand Cypress—During the twelve months ended December 31, 2014, we exercised our option to purchase the Hyatt Regency Grand Cypress for $191 million. This purchase reduced our capital lease obligation (see Note 10).
Corporate Office Space—During the years ended December 31, 2014, 2013 and 2012, we recorded $0, $6 million loss and $2 million gain, respectively, related to sublease agreements based on terms of our existing master leases, which was recognized within other income (loss), net in the accompanying consolidated statements of income. We have sublease agreements with certain related parties at the Hyatt Center and total minimum rentals to be received in the future under these non-cancelable operating subleases as of December 31, 2014 are $8 million through 2020. See Note 18 for further discussion on related-party lease agreements.
The leases for our corporate headquarters expire in 2016 and 2020. During the year ended December 31, 2014, in anticipation of the expiration of these leases, we entered into a new lease within a to be constructed office building nearby for a term of 17 years, commencing on January 1, 2018. The future lease payments related to this new lease are included in the future minimum operating lease payments shown above.
A summary of rent expense from continuing operations for all operating leases is as follows:
 
2014
 
2013
 
2012
Minimum rentals
$
35

 
$
32

 
$
26

Contingent rentals
49

 
47

 
36

Total
$
84

 
$
79

 
$
62


The Company leases retail space at its owned hotel locations under operating leases. The future minimum lease receipts scheduled to be received in each of the next five years and thereafter are as follows:
Years Ending December 31,
Amount
2015
$
24

2016
21

2017
20

2018
16

2019
13

Thereafter
68

Total minimum lease receipts
$
162

XML 190 R101.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt Debt (Contract Revenue Bonds Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Jun. 08, 2005
Debt Instrument [Line Items]      
Long-term Debt $ 1,373us-gaap_LongTermDebt $ 1,275us-gaap_LongTermDebt  
GH San Antonio Bonds [Member]      
Debt Instrument [Line Items]      
Long-term Debt   198us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
 
Debt Instrument, Unamortized Discount   9us-gaap_DebtInstrumentUnamortizedDiscount
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
 
Series 2005A [Member] | Contract Revenue Bonds [Member] | GH San Antonio Bonds [Member]      
Debt Instrument [Line Items]      
Long-term Debt 124us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
130us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
130us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum 4.75%us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMinimum
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
   
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum 5.00%us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMaximum
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005AMember
   
Series 2005B [Member] | Contract Revenue Bonds [Member] | GH San Antonio Bonds [Member]      
Debt Instrument [Line Items]      
Long-term Debt 63us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
70us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
78us-gaap_LongTermDebt
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum 4.90%us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMinimum
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
   
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum 5.31%us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMaximum
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
   
Long-term Debt, excluding unamortized discount or premium $ 66h_LongtermDebtexcludingunamortizeddiscountorpremium
/ us-gaap_DebtInstrumentAxis
= h_GHSanAntonioBondsMember
/ us-gaap_LongtermDebtTypeAxis
= h_ContractRevenueBondsMember
/ h_OtherLongTermDebtAxis
= h_Series2005BMember
   

?_L\6=P=HL;6YE%R9Y0/".446USQ ML"YPMMP&*58\:[R=8O8A[Q):+)EH)HM_'S%=_-@V6D;RO9\6+/5&"V(-0--! M0\H+B[^=6YXL[%-N/NFQ-Y_KAE$$F6O5,NQMVOJD_4YB;&OY"%7L4OZJSRE[ MD'0Q"9)Y^]VY!CF*$3N>BA9I110"+W0@5CI%U?-^V.'B2*2W\\H>Q3Z$']#N M>EB/YJ]?)_^9+Y)5]'C(!:[#6R)'5!F#G&<(I/(X<-,NH3IIT?5^'^6$UO%-D3&N@_9"6&MLCB`)OI6%I/2*G,_.PI#C6=B#]#LNG6T6 M\Z1EOTYFDT]+I[OG?NU+JGCDLS$M`U8K)X0G2DG*I&?MI8(2[(K\R\X&[?R\ M,N]J;^54^!_3DSN#M+YK$8TSSMK`)">0+YB\5^TPG9&EX?T56MF#!&J=(MQ2 MI/<$;+UH$Y%DRTT>)0Y308-7OG50L8GIXU?W8@A^A+!(9AU!_#!]F-X\?9@N MOMWOC=_:TBZF[J31$(N==HAS@5!P[="<+;Z$J1+,KF#,^Y-;Y$`?*]P$5'H<,N"D](P)=G3\7\YOI]/8Q)''D8D"/[^]6 MMNO/LV_3QZ?[V2=]\W3_K2D[.[^SD\?/JT[N*$QUTANCH\P[A55:0A$SV%AG MVH-C9_D5984Z#P?FEX!AB+FORWCVS'U=7A,U=0!>I/T^0]P@H@)II9ZV5J4> MS56FP3TK'0>0_N"AH>_F3]M3D";[XY?YX^/[6=-\#QT+WQB]M)PI:2QSU&JK M6="HD0U"QBT0!8>&%E M4((R(:QH[V:H]%<4\#,,V?J3]1",^F>;"RI;"$D4^3\YJ_BWU//9TZ-^LI/% MXJ\T=_]K\O!U7Y+0CF^*&DEA*44A+01&8*8$;W?31N'2)"0U'B$.P;OSBK_C MOF/3VFRL@?G=SNK+^Q^(-FW5I2?8&H0ITX"27%J1A&(OP.,WJ6K%E-GT4RX4 M.UZN]"KGKI18IL>=;EQQ3&:WSWC^[__+UR\?IXLMVHG1^3;3$ M6`/,R*`I(IGOK/5W15Z77KQ7&'ET;O*<6_8=*967V#2\)84GBZ?_SA>_;^7, MEG;1,YV77$U-VFT8(;17K6WG67;W*B)%A?%'9R;%Z<+MB/JJ>O?\[JXAWJ0A MWO:E94_[-.,I28C$V.,<:`U*^M;;F5`HW6A5&(UT9A;T)^1"-GQ>UG)_G#]L M/[;\L5G$PE&$!?;>`/*2)'-\P]/=%Y<$JS`8:2#PBX6[@?FE2U;\+:<-;/R> M]>QI/KN?K\RC],A&!8_E#<&UE;*P6J2=`!?>:PW.YO*@7$FGI&&)=/:@=^SA M%7N;=)\AVE6'XK@':DBNZ7>@'Q?D9I3O$V44C MA8VN'O#7W?%$5#EL@7$B!.,T>*.IINNQT7Q(,W[F]`WR_!R"O11I\O\F<^6@ ME^W!9Z/&3#(.)-="]DXSD<:Z'B_CR0H:/Y%Z0_P(!ITBVZY[R2W:L<.CL>RP"0A[` MZH`5!*?[7,2&T,#R=&.PHSJ[F[;H48Q+ M]P453<9G(7%%F(QM"M]9X'N@F7SG]Z-GX`GF@!P(2',&$`2-W(ERI:DL%"N4X]@F MR8W@R(&FQ8TO1N\HIQ0CYPPW.<+J1K=.BU!VEL^/2VT1X$C!C(_W[I\_3 MQ;OY[.;K(B.WTYEJL&]'GE893!QBGH>`I1'.-Z<[`4E=FH2KPN"AZM6@#X#& MIA"#:L!:HLFRLF!(\)8`"XR"X&$E48'2GX?+8CU_FCR\;LH7(3(VCMN5/F_\ ML-3TH8[UMG\]:*DG=7KP7]0#0VM6B"+#Y._MSX M\7G]&T@_#G4C:F.QD,HS:I`)A.5"V@T*7!7[%53H7UB]HO2,U=@TYGF@&[_] M,I]]RF[:;OKOH53F8#^B489@<$[G?)+9%5$2WN`0!"JN$%ZA7V;U2M,W6F/3 MFHV_&4@_-OXF8B*-$@HC0;"TFGJ%92-;[5_6?S]>$[K?H;[M-LIQ&1OGWTT' M6PNF3Q%)&9+D!"9,`4^K+K`UM@(S,*7!635F^*^>X]WQJ,AQ?[.JP2_SQZ=_ M9+&\&L]];!31!",N-,5:*8OPREDJ)YV4Y.!&XZ!/QW;Q'N.Z?]23$06&7$!* M!D\5HA)9!>L!<,[)%:08[!?'K=4\^A+ON)SWC<0!B&!Q,S:M9;F9 M5`]U>D?Y2._];I(=O_>^!PZ@G".!$&<4QTCA]7B-A?+Z9/4PJ3?$.WOO=Y-M M1X_#K>IQ9-&I%^VC`"T"!X]45A\4/#)-1RWVO+BTT#A(4`C:_N6H2+)C=>#W M*IC``U"A!?)(,R]Y,TIB6*DE4]&&Y@++4:EXQ[;YKLF#WP*F2"-)>5)89D(@ MC*PE[1B%ZXYE*R#=Z`NCL6E&SJ4Z2Z3:E^_Q+-^+BH!#2**\>",A1`B6-7(U MD@T6`/#&_6)0QD;V>J-A!#>!4`%(&$JX3KMDOSZH4Q1;/%B@PL6=P&M0A[Y@ MJBT:QFONF;&(<:X-PLCI$)K>"V=++?#Q11J4DJQ0DF.;)B\<#R."MT9@RD,N M\RDQDW8M6Q9$\50XMC"`&B;"(EP)!:XTIWJ%*6>K5XG^8!J;BEPB/H9ASX)FV'FD@D"4,X8:B5K!2I-J M=H\,N*S'6@W$+T)D;!S_,?SA`C[-^SL1B?6!.$EDH%9BH7&>758(`'90>B$T MMB"`&G2B5Z3&KRLUQ))!FIL("S8(T,8;C"4SCI1@-#:] M&$]H#`7%$P3,!PE&(AR,X`T.#H>#^9E["P@8[8%0S7B-36\N&QQCI'66,.-E MD(P%"CS0M6RE0.5N6MVO8M^V&N6XC(WSPP;'.*F8XD1([A2ABC)F&GM4$FM* MCY%P]RO7-XYWQZ/2X)A?IW_>W\SM_=-?KR8Z1C$&1(#4*,'G\EW@.J@I_4$J M?C#(K)/_\89\NX;'['XT&BR!$B&X=Q@1*I2SZPLL!P'QXFHU]>Z23D-RJT-R M;_(=5X",-\)H(P`!YQ:(5QZ+9FP^S6GCYT[_,!\9(=--M../D$%,.,<,`QP\ MN#1X$4@S7LY,:7;ZBJC4&^*=(V2ZR?:$")EG_3@R1.;E`S'7BZ7@9%`8'#=< MIYZV747%%5E'0H-"V`XL246B'6N03`YM50JE_:%2&A"C+.AFE(C*TIU-17[4 MEUB22N4[MEUX35$R5"%B[%*\0=!<.5NWZX$$=07&5;^$&S9*IALZH].#S1"( M"USF;7PX$JFIY0&$0""1LD+:=;"?LU[[TKN)BF;T\>C!J>B,30_J#1.@SG+` M@@NO"3(6F"1K#S/GK!.O)6:F!JWH"Z2Q*<=EG<.53Z9M6G8#).BQ9!H<;F3K M?'&.^/'%R=2@`N7`U!89H[%B2()DECGI*02/&FDZSUGI.53GR)B1SJN%C76/AKGLE6T-TUT1(F/C>)U>G0(X MQX((HY*0#7'8*=3(W!C"7TD`3`U:T`]$8U.+KC4M_-]XN' MR>QV_FH<-PEV%G&$,66"L""\-BO0%"/-UYE:R**[P9/@W#K?XQ_0AW7/Z:R#EM/SV7P]Q M>L;X2&?-;G(=O[.FT$%I+K/EYHE4@DK#UN,-0?OBVBKU\*@WQ#L[:W:3[0G. MFFOE.-)3\[O6,5@EE&'(<]!!2RH(H4TG-8,KF$C.`-B^9:A(KF/UT>2:(,XY M(T9)%HA%)+02TP!7D.MV\&6H5+ACVVK7Y*`)ACM*M'8T_)^]:^MN&T?2_V@7 M]\MCX=:3W722T\[T/O)P9,;1:47TD>1T/+]^05FTG407$KR(4B8/26P1%.JK M#X4JH%!@S!`AR*[T7T1:`["K-H()A!LW0;.==BYN'+S.Q/NP*N[S^:W_=E\L MUT5\?KO./.H>=>/^9`:,\>"XT8"4]YJ`>UJVT1RY&-)=OO&_G%$SD-(N;3!- M-\N3!&H<(IIBCT*@`@*$*X(F`?BZ):'H';VZW^\D6EO46Y?HBT,(]/FLT7OZW*A_MU M?,7BX7:^O-NOX4-Y4B/W(*,Z#E;`V!CDN1<6+(4:?\($7-]63S<:EI>@II:Y M$V:5Q[[N3[QZ]6G&@J`850OF&B/KN,7PW`F$]!7E1DQ.K657;:10XF`^U7>? M9]+*$!0R5AD#SDO!)-EU!'N&4A=W)D2+)-C+[EBEY$!]6.2SXE3JTZN'L@#( M,Q8ZZ1(CFR17R)Z>^MBHH>X*LI19_]/T.&N9]#V88I%565.O5 MRD<'W`ODZZYQ9E('XP0WH:=KHWM03$?.'+'<^Q_-@)%HV()`I!)7,>/H,Z4Q MM>J6!3YNKBMQ(O(;U;SV::XG>7KST=,?]N7 M9,H;5%6YL%P9$D6P0CYC8^TUY(%UU^9/M!@(W8X685548D53-U^VYDO#=V28 M2!ZC)P<2O%6`J!>UI:22!'/Y<\\`=!D&W(YL:4&*7?<,,<;&/YHIB+,BUY3J MNGO$)_L=$ZK:-J#NDS!L&QR4FV+Q,;8\Z$]^]T06G5L;">8MP](Z&P@07G>F M0RK[A!0Z?4>RBT92Z7'$=?SAF2S.5Q@YQ(A@W%$E*..X[I`@-M7>3\H]2%3! MSRI,PJRE$F^BRS';W!2KK_.C:P![GLL`*R6TX88RPSPR.LJVZQ@CT);\PD9Y1'C1'P)#A.$%.FQB8Z'EK/$A[!:MZHREOSQ91,M#)'-C^[Q_EP[HY&_8UR:I# M#M553#I@28VQ/""TZZX`IZ]@^>Z/QHB^T4XQ&JN4XP64B4)QCI;<> MI/$"J$>L[KC@R:<;)NB_CVP^>L6])6$@_DQO\D51?GH5*_]1Y`N_KERV5;&( M?]]N2HPH+D[O'G1X7P:42ADH0LA[H1E10CT;2QED:FVF"5Y@,![!QM-'6^(M M;_-_W^1?\^4R/[9'N>>YC%NO.7>>8R-X,!0,JT=$=,FD323*!,]9C4B4SCAW MB7%HTQB'UKNE,A#-I904"0]%R! MQQQIK@-#C+AG2Q:GM]3LM_;%U:^2$,E`7\?VRML&505'[$5FJ8M1`@N,!L\@ M4`E0GW61@IA4LD_0C_[/1DNJUEM:WY>`H8HE/JS*65'MTC\UM]11:= M=B,\8<$8IL%Z+&0]I2O`(O7:O>;K_?J)\,OBKEIC^`_ASZ/8,9RL[WO]TW!= MP\;FJ]5C%.//?/%P[%QTRS=ET@"O+E+!FBB*73!8RQH+)O@5Y"5?`L7'T5Y+ MB_WNH0I)RD^?JS2R];I\`?<[J_OS8QFFE@'F8)5SB`!#AKN7;JG4U:4);G5, MF50]J&9")3^VD<3UU/4(3$M"+#)*2,&IDC/[7-P^ M+(KWG_;4KXG,;7"14>JK,B29E](&!CYHQJ,I$ZI&!#/_JU3::$R,`-2.ZC/1:/^;D#B'!.@BEB0 M&@/8P(W>R>NXH5>4>=I9XZUO0&J';EK?E>O.AZDS#.Y!^>#XSE$C. MHIW6)$:/A`O%HP^F`Q=@`H8K.-DU@-+VWH+4#=F6%/BM*G.R_?:;?`G+3;F< M'[L%Z_#CF4<@0'!"#,.($VR\M;70@$-JA#/!7-`A"-`;L!U,0)=+T!#E'!2) M43>&$,7WBI'G3BIY11F?0P__+KAV4/[OQ;?YK+3SS6-#_?_8(#/161(0&!-$ M"\^XL];4726(I.Z&3'")8V@*=(3V3!YEDTWKHS5@$004/6\3/`D>Z^W&:"VE ML9!ZN\4$9Y!SABBI>(_!JA=67+_/-E^U& MQ?+6;M=P*Q,_/].Z[9'^O*S'-UC(;?6>C`7K"-58(XV&)"SUU,L$ M3<5`+"E'A/\LIN$8;L6_HI=XGS]6GSZ+=\X2[^761_$D#2_2Z=3C*!=O M(AIKO1P`YC$N#;,E^^K2K01JM\ORBVREC>_NQN'-LC:OF.3&ON%0%N=54L MRPF$J:D%XDZ-ED,]-G,2U5J.@_,X5FAY][%8??GPL)I]?A)DYPJ81YMOBKMR M]?C^4[6N4#]QZ,:1CF_,9`"$-79!>QQB#"`IU).`8)I<0>6[P6;!,0`_+QD/ MR-%@NDQZ8^88>-#,:R:%9''6$*],`:`K\OT'9T]CMO:ID99S[I_Y;*NJ]W\O M(^"?Y_>N^%HLRNU=ZD>FV=/-,B>E]A9KXXDU'FM'+'KNMA17E)$QN&++P6!O MNV-;I2U_6)7WQ6KS^&9I5OF_YXMC&[:'G\\TDM0;9KRCC@0DA&>R[JC5-K5< M]R1GO;'XT1_>+8GQ/^5\N?DS2A1]RG_D?^?S^1%6''HXJZZY5(((C17%6#!* MB-AU49IH6J\GBV,\2O0$=C=#\?M\N2S6Y29O;BM^:))5,E/G>(@"*RHU(%K; M-4DU3@WQ)YC><39ST0WR+@R9+VVY*%?Y\>RO8RTRQH2-H0+AQ&"J/+*,/7<6 M='(QMPG6"#@3/SHBWI(>V\OM]^\V':'(R595-J,6P4.`2U+/54S)U MO6>"E;;&HTG?J)]EIZ-)^MCA1ED@7G'P(9W3^?$?L^_S;\\?/'?[K>;A4?HTZ!U5J4`("(1#EA"G'FE5'XG MLQ+.IJ:Q3S)J[J[X.I`N7K5@>_.A[\KE[.'507/_O,-S=MGAF*N MXG?[P%F<>;7EE$CO$'<4G$^^_W*2\7-O3!D2XJGEZKPD->Z3^=?+V0$+WFAD MM!`62<:P\OB)*Y@8XDY>!C]TSO$^Z]7\3/?!UIE0RC*.07+,L07,N7>UW(HE M%Y>=X)0R$!\.)@OWA?FY7)"\=8#X7J1JF\YQJFD6O3!G!+2&"QQC%%JZ84,H[GF]\5J7M[>;/+59G0'/8$+#1C6`]PCDNWQU7GX MT[QZ_70FJRL(7!R/P6%FPS:>J652&D;SPL-ZDT:)55>0/48`(F`N`Q`*OR")XZS:T;_A[.$J,`).8"/<]MT92E M[B`TS]Z[=(/0%[1CN`VA7!7SN^63DS-[W-X:D<\J"'Z+,5\5#IHBDKKXF'\[ MXDZT>$LFF<9@:/3^E7$B4&E9O=7'P:G4O83667^7ZV8,A_:U147@HWDTH:HW M!=15R2)UD0C,G=2I-0U:7^3Y%!7YY27-9P.#?98,G9>CT-M/GI][%P6)7_/U M%ZR>XT,`IX5!H'VP@0,6NQ1C0D)@)V?[D7:@$JOG>"FT#E4];NJ]IE9H[&KI M#)R^2.)R5FX'TGJSZCGM8+[T%!N,K)+6(T5]\`J[*.PN@YY$\?G5UJEHK^ZV M637MD+WTK!I&(X(0A&.&V&`M!<9J:2E&OU)636/%M\VJ:8?Q6;)J`O*.5E51 M@Z8X".^0XG47@=/4P]<70H,T;9W.JFF'ZC5FU;`(&>8:$2V%#\Y24X=^A-NH MO.O)JNEYFAH,X\M,I(F#Q4>#+`54.Q82D`NHEM$3N*)I:@C%MTBD:0?T)2;2 M*"0)UL`X(]IQ(3WUM)90P#7=#-2+GILGTK0#MJ6;T]XME3Y'T4UQ44!6NG^9*L,,:FBWQ.92H2B.(H/N_)[1"*CK]9SZ$B"OH&] MMFP#%K"(PR`P;ZA0T1`R7$LOF,2I)XXF61:O-UH-C'+?16-LEXHQN\:9!(^5 M%<%0[*HDG"`D2&^#856M6)E*E$G6Q^O1_@R$[X3K"@F!XY1JA8ES+#$,VNL!"8ZI3,W&G62%O#&)D@SQN::L?@N;*4$4,H)8B(ZZHRJ(YVVV.&A>W5$_ M<%K<1=%J.(!;&J";A]FL6*\_/2S\,KIALZ**O5Z=MX.[5;']W?[$[^;-,X80-L:86`PN>&BRIJ^;)@`B?)6?RIEA\>K.,M*[KN*1IX$>;[YE7,LK;&@$(VN*\-(8[`[ M<\"#5D2=O!%XXCF6E@6K"*((.:"!,>IM+1UU^(HNCAM(ZPUS+%O!/(:C$;PT!LZ]>_GF>/3R?['L^(50R\=I[[0*DQ<4B8 M6BJ&2&J6T27L\72;27I`\QP<.3F#[&^0&:`.`162,F*P1HX_LQ^4T%?D<713 M[`F6)*'9=LWCQR`T3H>K_-AU9T=;9!(LIMP00RW$X<&B;Q[JSG(VWJWJ8QQ" M[JJO<@A(6^K?E*M5^7,?Q>W#]LCS$0J<:I0YL)XZ6EVHA+5T M7M95IV.7D62ID>L$)XK>.-`SII>8.*8, MZ.9>](;I.)'J*V/W1]38ZNN1S=\&K;*(&@.DF,3(RH!)"%S4,NK`4L_C3-#= MZ$/1/X6K?0%[+O(D:W!)=^V\S7L^K+P[S^7BUOYI/%:F\H M;QD_CL];1^--M9PF`7^NWG^ZF2S7L^GL8;(_IMS[;P2%4J8FZFCO!&\G(D1N M&Y>WE3!W*A_.@?`BF0;;T\7/E!>`J(068,(EPX(ZR:QDG&GK-67.'"^''A9>)^ MHE[??_GP[N,^1)Z.(P/S4J:4"JPMY3!.7S(4)^\PDL!CF^NZ'>$9:%C2#(/W MD!O'8E7/9W>I)ZR>S-,A[N-]5:TOLV&T`?GWG_QL$2UH1JCL^Q5NW2.J)4Z:9K*Z3^HJ_LO]9S/[.IEO%5CGT^(I,AUR!U\/#6H).'ZJX\-DT*OUSB77BFX)D M1@%IK970:>@]0E2W7R@25]2"I">*#0MP$;_]?;UQX/V`./ ME,'2>F.<1(11VJP*\>RNCB/TK/9$FQY0+*.(IE5DE,KY,):@1R)O*CG\'F=Y@!7/'PO>60>- MEI1(`K121B+6K$*3[$;"(W1K]D2&,]`KP8&;93Q-S^X>;WN)&^`V[6:W]N,* MH\/H($U4BQHP`23VF$!+(6C6[)C.#8R,L""X)\;T#VI!(MU.OAV\Q>WY8\%A M:@72)EVG*;`5W(+6=!?TN+?@[13U]DN-'/1*<,`^@A[GMUMP)ZOCP*C`D97> M<*0EIY1Q[CG"S1HY4;GICB,LY^V)(?V!68(PNRF^_V1GJX=Z-9G_LJPW#^\6 MT_DF928DC_'6@[RI[MX_5,NM%(_S*?^E`1@O/87:")^ZDB+""6H0HA;F'H3D MU=*M&-;EV-B58,TZ4N-!C3FV#%LO&;7>FO;8AUQVKVEP,FGJ]63^=DB3AU^9 M[.O%Y^X>E3U/!X@\H!!3!+T7V^LAB&S69$7VM@6OU]=[/HIEC-PZJK'U]Y2B MM(Z6>?(4/J3)'CY!'QH6HJEFA-,(*IU::;#X1]>L$DJ2K3^NUVG;(YPE2/-[ MO=Y>WI9ZCZZ>?$-QLIWRJ[L,#U09A)E6E!$HJ.4PHMJLFAB4?;_3R2[<$M5A M/=%H`&"+]-JJZ[N_9O/Y`K+X/(L4;4]V[MNCI=V!%%V&!R6EHP[HU(00:XB=Y:U?25&:G?%PS?[= MWF&]E*NFTW9T>&#P3"DFA"'2JOC)>.)\&R!5[OC=G*\1Z'K=O;T"6JR7P>-4 MNS!F[_-Q75S;U+"#QS\Q0(Q\BI8R"+/+V:_7^=L'CN7<*$?])\%;Z@V!0"N' MI21QZRX#3G?NOBW'R8G`%?&8S"9_S.:S]6QK4']D&X$'>6FRB7)T`ZT6?_ MF,!`5,L2.LPP)Q(8@57KGS3HJN[P*L"@7D`N02*W*VZN/E2I!=5I9#HZ-G"% M%+3.8&(\A-P*REJ+T'B3&V\:H9MO<%+U#79A\_ND4'PW<_RD5X:XTWNK'+%2 M:*RP$\BW64G89SN`3G8@E@A$#&]`Z*HMLBE:W)2P8]N MTT5<5//%TD@'=Q:49%4>NJ4/>9W-)&1HEN6Q=[Q3R7'OK M9#?C=>BC/C`NYJ-^!D=W1_7>04%B(K67FB,LF0`8>2ACPN>>^$>:A#LZA MWE`NO&MUVZX"H@0R("E5S@&:_+FN]>UJH7/;NY^>0GI5^]2)L!8I&G^]U<4! MJAP8%81'4&-O&)*0Q*.$UT\I!SAB5BZ3].UKF?YP+E+$FQ,Q.8":4YAAY!V) MYP`*@!,8M@Y8J;-;)8XQ_W1P)O4&:XIB0:^L5%I4D$M;+\B MZO05=9@8@!YGHEDDV'%WMXTO3^8WD]G=NX69/,RB(7DHU+%_1$!&<4;B?JJU M1=QSSUA;;0;BEW`]@8X!F-(/J&5Z3*PGLT5UYR;+U*-UI:;3S9?-UG=NJT^S MZ>QPPXEC@X.TGE$FO98$&@RQ$;`]$T+#KRBT,0"->L>W!*-NE]5DM5E^[[1! MO7PX*(F$$Y88K+D'2@A/VHQ)(_7P+2KDCC&+ZO,V@O3&.',VHH5B\@V1FWMB MHG#NJ\5J]K5ZMYC67ZK4EOCW:OW^T^WDV^%(_2EO"HC;:,)1!BQ3CB/%(%%M M?@+,3ATZ.0Y1PI\\Q,8V*-R7.:N?=$8/&!F,I=/:*.F=1PC;-F$72I.;OWAZ MWO/@#L(!Z',VGB48\MML42_CU-XMHM%0K0X90#\^&B0',N)B;+3SI#;46MSZ MIA17N9O7R8&&-ZI>SL3S,OJCC>7?U,NMW-;KY>R/S7K;U+A.\9%ZL8ZXQJE\ M[L"I?GX@.&V%@"F#DQ&DJ'5$M)N^H]EWI(\PD%%$3Q60P1@R_<_(\`\$:6(E M@XC'$X@DU*&GPRUU.-=CD%$)?U6QLS[`?D:M4CW27_N+FRW`]]4ZW2=]O9W4 MC:2(:,:QDU9X"N(Q/6Y<0BBE#&;'&RT.O/)MQ_TN:]S=OPAMU%^`$@2%I9I@ M((W>K4;K:-]G-[D8HQ>G3^&^V%;.0+6,C;%H]>AOWPXVD::80QX M-,S2_2'*4MYBY(')CG&/F!SY4OTQ$'4NG.7"E-NIJE>OS'[]X1#UJV9:<$LI MP4(*C#AI5H1L=L;P"`ERCCCWABC/P+$P,_0IS-#MBM(MNR9=&"$AT@HX#9L5 M&>IR:Q1&&,0>AAEY.!:U/W[M<&'ZRX>#ULY9J;"7.&Z^5%'F?+,BH3"]'F;T M;7'D8E@D6C2?UW^E`Z2OE[;>_+'^M)DWY:=/C;\Z5'6>\IX@&>=840$LY%!" MQ05E#0Z0L:O*I,HGP8_QH0$A+I^`=S-9OE]NT;G;1E)OJN7'^PAIYYR\UUX0 MH"8,"L"L$=+J5"F=KI-_W)2UOT9%=3ZY!L&V/*NVLURIS?J^7L[^6]UU9M./ M`Z,M0"%!6@J&D>)4(Q3MN\>56I#=NWB4.5H#L>A,3"_%GF<7P)](GV%Q]L52L-ZIUSD7T(KQY MMUIM3E,UNQ'!6&UM7!^P6',@)$%*M8XS2W(K>T=8`SXD6[+`+)YVOIMKU[SS MW=,!,@0P@$(RZ)FF3$IGVC7I[`N>1WA[4(\$.1_(,KDIS^+ZYGZR^!R9O'@] M_>E2Z2B9A<0=Q@=HK!"",>NAPP!#A93@7C%$/-?\>&OX<26D*(,(PTP*Z($B MB./(W'8U\7]=H7.V'^D>SD@Y#=:B$:'=@E.]0;W8M@7HF)6R;UR@1F%&A='4 M"0H$@8#(9IW4Z.O-3.DLX-=XT@.<)6CSPS2/)JCL?3YH92@20FI-`!.$.&-H MLR[(Q#7FJ)PGWQ^;,?:`:N%#1L=\A&?/AGA.H@YZ&*TFKI7'V"#4K`6<2$`BD]QVAM']W`AMA8*U?BIR/Y4BJUX]O#UW?$==/J(&4V9%T-A7()C^RL*C]+JT+"@80H:?JJ8!A99I[J*I[U*/+&YUX\L444]G7V)Z*OL>JN6LOG.+H5L`Y5-GF*KU MT_`OY)_Y<>-N.LST3.&>?RD0!KVR3D/FHV+!SBK#'[&4GIMB_18OE-N2R^3+ MBN$2369L-4UGG\I'6#]4=]67A[2X0_MVQS<$[2TTFFE(%?`T@D!M\SG+5"4R M>)+PW_NIW5XBNIW+PV$POMSYX?G\XY_;^/CARX1.?E<@)@)@&3,&*J(`,)KK M!@_F>"[GNOL_WC#GAD:[F*GYH7K8+*?W<=)W=K-,&GMK4!UK"7ET;.#&`(>H MAT"F#LR(4=H^<;`G<:>&.6!,")=NTV%;&T"DKTOCO"F M^QXX5!;L8BKJE?4TEPCN;^>30)IGUON"I5/&0A2G5QGMB`:$M+L#9 MZTYA/DN1#0SUJ7Z M[;*Q@`@*9]JOWG\RD]6]G]=_7;S/8SN1T_+I7PP+"'-`I:$B=?Q32$(,I!0, M0<&LBFKD,FGTOU?K--6;9?UU%G'5W_\O;HGO%H\7"B\^/VZ+J9OH\?6?_K+` MF4%:2JQ0-/,ME<1"WZ#"M<]U0P]9N'C@AIFI4)S*ZH:]FHR-:+-,JH MMYT0=R#=3KZY;VFZE:X6U:>#-PD>&1FDYH;$;84I;P7B`DII6^BLS_63C[#3 MV:B8UZ]8BEB8JU6$ZLO#9+;??K;!7%Z^OEK_5D\6M*SXBVP-:MG#`[2+L.HT/4 MYL11YJW#"F-$D.?MF@6PQ2H_?C*EU[]H2M#Q":F4(K3S*?]6K>_KB-+7ZA'< M;1*EG24(%W>K]TL[6^V\S$=R#<]_>8`("$Q2EIR#WAN$I(,-8CA_!^^>;E$P M:6=4="XNNR*6YFSU4*\F\U^6]>;A]WH=_SO%1V:+377W"&*]^&4R6Z1UOU\T MCQ^R0//>&!#VFBL(K!*.`",)4;3!AA*=>P#OGL'QL_*ZC,!*D#GN,]7L\V+7 M%7WZ_78YB4>\Z?/I?Z@F\R,=-KN_)!!HJ<&04^>,5HI10UO$H>*Y;4VZ)YF4 MSLX=%6\'$U21LH7)\L]J&Y/^6$TWRRTBS72;Z1^J6>@P/%"OI4^71DMBN<3Q M2.G:*!HF(-=2Z)[>\E/3>:;`Q3<24>LE\H@D,K851NT8]SD*ESX3Q#IZ,FLH-PNP_$/53I(3N,^ MNOU&ZWU?[TG4[O+"H!RWF`HFM=;4,`HI%VWF`T'#]WND4D MP:E*\MFX``DC6"JJG;;)^+$*M/X.(+,=5+GUWS\)X?(E^B%@5A!"'%*6.4,QA&;IR@&L-G7!H\PG#H>:@X@F,M0MJDK M_5!M^PGF$O7UUP1/&-?*2".@)IY[Y)_2!@'*;@X[PGKT\="S-W%]Q/KH\TC*,QN"7YZT7X=17>5M"TJH`M2 M>9>VU5-5[X&7!2:DI8XYBC`D6*4*`]7&T!3QUU/N4;*JMS_$BV0Y[_JJK&YK M-?W/9K:L]N4'',IS[C(^"$T,3?\XCS1S$6?;EK)(4*`6N."N/B0M?LQD'@#\ M0JGUTZJZVR:L?IS,J_>?/M[7R_5MM?SR+&?U<'9]AQ<$ASSTQ$"`*:="0LY1 MBZOC+K<%W`@57$G2#8']151=TV;EW>)?]6RQ_O_XEYOEH2A@QS<$3@2T3C%' MC(>2.XY,^\4I+8>O9OM)U%TO\%]&X;V2IW^2SGOE'<%"CTAY^;\CO)WHHFJO'_A+TV__K%\K#?E0Q2]JD:SFK4N@(SW/^HWP/_*N M=;EM'%F_RWF`F:B9)9;+G+TJQ&4>U,N62Y&RR3[^`)-*.K0L) M7D0K4W-Q/`0)?/T!Z&YT-RBV6'I(@2(61ZN-1`.MPL])G'N@/<%SG`O1=TSQ M7&1CUX_K>5FD1+YMWE/">/]_3F58M'E-X))!PR0EB`)$-12J.C[@<:_1N6OL M)-/=+KG%]R>#BS`Q8O90K#8_4H7:C2IOT]1[.!.FWOPEP7O@F>(&04(8<2;J MV/5<1%'SOJ;DM$NRL"\)7(2#[Y:;HEF4X[FF@0L?D8,""(`Q2ME*1-5K/U/# MER_^1?C6#?>Q54JS7"R*;8;;^R\MR-;L#<$18J0U0!O*-;-6BRJ.,Z[R4N7Z M#B=8#?E"ZF!_X)\AWLNBZB]-JO7[+[NSHP,CCM@LM[O_+L_WH"+7\8U!`ZH% M!!H8S@RED@#AZK7/1K=.I4.I8U=%MKNY.3I^6 M;AT!_;=:_YSP6$!] M\W5KUV][N\MOBTIJ^D]25+_%%N6F1^+F?2MP8)UA@D"N<=Q/C"&NWDNH9=FE M+"=Y6>(T&#R*I*:0>-@J^.SGIH%Y0)5WE`.!##0LPO\T6I!=\!=.]P;%$17- MGM$?TX#VR]5S#68;Y-1L#]EO"^R^V^'SR-.9$LR#2?>,N3C)K/(C37&+)JU%:X*^H.O^0%#CA MF^R(^!B\>M[%/Y?E70J$.\.I8TV"MH)Z)1T2V&NB@)``5J,3)/N>I=P*$M?" MJ)[P'MGX>+K*.:[ER_O[9;F]5:Z9O7&D<6`4(Z.\`)0!#HPUDM3FEK8LU\1X M2Z&)@ZQ9?2-_J95K'^6SK8G]_O-B?G?6@FCQEN"5B184MA@S'M=M3E&53L8- MY"37U9)KWU[,TS+6(M>/',;6SIY-IJV)?@"MA@I;@S<%`42ZX@)23;`!G*5, MV_J<2>G<@Y6W$VXXM`[7OQ"F9;+VXW%I^.*``7'.>^>(X\XAB+V(2#E$=-1B M&,Q-D&Y?1N)2#I`IU@ M7)O7!`6%T0PJ@PT&5HIHP-%:I=8T-[]O@L[G01@W(-:78YR**_EJ]2,NT/\_ M6SRVI]J+]@$"91P&'!L#;+3?+`2UJFR<'#[0?\^QAZU8(@]6FVMA6C>HKX=B M!%(`&4&(.R,)U(#;>MR>9P?&M"["M*.8*X?URER08.V`'H-@?S\^/"RV:,P6 M%1I_E%^6J_N=-,^?AC5\0X`0$D$,0<)(A[G#TM8NHP)+))7SKAZ+T-E^B`G6UAB>(EV0;1E(G.H. MQC$LJZ)9LR:1%TV:!:.1-\X!223SB'"*:#U\)\A_-BN7Y<%0U4VZZO#@`A!;EV#$OII)5 M4RZP`T2F]#!.Y-.!E#39AM0$M>0+L&@X03QCU#_^[[D,_HS/['[]\K?[]J\P M_?ICMMG\;]3P=X*(E%\O%_/;%'Y2.RK6SSP5![P7'[8"^%ILYC=/)9AV'2V^ M;^(0B]O_&=A-=<*EO8YG'TV4`\AU*I;2$DS!GFF/-Z3$C#Z]DT^A'MRRN_.P)Z@6F[ MO(]O_%J4Z_FW8F?(7WJ"[GJ1G.&O^]9NSC9Y4Y#"64XIYU0+`94"<0D7($7O M$&'$>3_08.%D7^:;,[=5/ST4[2HHD<$"0V&!,,02ZO>C4$2PW,#KUA-WC-3D MP23\.@8L#]XQS-9M)-J!4:?N'K_!/2*U_=-B)^CZLMEM;;)/L^\GR#;,!X,$ M/N)JA;"0PPBLT0Y4R&*#;4CT7<28CJTI-`?9O-%ZD&4!QQJB[P5%"\ M-]JW^41`B&/AH(,V"C$N(HXB7J&G&!F^IO(O1O0!A7-I:G](O]A.V.U3'Z*F MN8K&U6H+N2[*(FY;J=)??TSO\,7`H@8LO(T"58Y`(;BSU;*AHW1SB3_)F@!3 M(/YXLKKD//AGN2IFB_E_BMO?9O,RC?M]:8O5_%ODR;[ MB,`.4R#_8X%ISZ271AF/G(E`(BTK1+GGN?I-ZQ#/7V'9'TU,E]X`.J[F]:BY MA0XK!JE05@)'G)"PGNXHV[L[P5R,2U.S`^RC'(*^[G'5V_BGQ>-MFC'+U5;. MFUUI]:1:?5HF;WDZ!%DN8I_NJF"A4V>B_7XIN>HLA,AH+0V.4YBG\\`]EC": M)6/%GH[JL1R4PI>5T(79/AR[&V%%N9'.*B.4$QH8A3Q5>ZR,838WOSBW/O7P M^<43(/4`@KDPB?,(&KSVQGE./.,:02(UU'@W1@J=4KF'/Q.\`70"K&N)]B1. MAGXZQUW_W,&K/R?2GB.&H[@,DUI!8B%6'*8@:,^5LF?#`:=Q#/#2N=NOS__` MVP.PB`$&/5/(8DP@H,3N<8LKIQ[M9&IZ"EIC1G5T[W>7RJ7MW>.^W"&<]PD? MDP[K'0;(*D333?8*FCT^UD@\?"&K7XJU?0SOK%SP_+3;$X7:CQ4(-`&=`::>`8T8I2#AW%-40T M6\&9($GRA7J8'=V0;)FU\M>LG-WMR%W>^FB7QL&N"U\ZM_E#U_Z"$?WHB:*J8CG\1@ZV,O0'" MU-SS@@Q?U_0`VJ@,TGIK M8]1>4;F]OB7>!YXC[O`-]O1U$()PQ06A5L3^2VP4J18C:B748\5)#7_XU/"*"XA-0C%W=3QNIE5%B6 MNP5-<*'IGS>]P9JCGCYC[7%E]-E#`3"G77P)A)9CX#VQIEI0&10L5_6$/,_U M5D\PY:)'G@R,[O5 M.X+DF$FA"22*,\R4-Z)2HABE[HK:KMZ?79D^(S[0-1`B-,'64>`V:1BKVIQJVYS.76!+69OATL0^`[#J]V M:0WG%>(73P8'.1;:`J@P%T)0H:FOQD*XR:W"WES-&3&:K'^V=,%R'"_<^F&Y MGBU^6RT?']XM-ZG*W>Z^J.*VOB[J6=S/_O&33KJL-P81)XSWUBHB45R$59P^ MHIXS#NYTP\!T MBM&%&AGB.3?.@]K-Q3T@N4GR$[QXI&_J]`KL^/KVH:L2=?%EN2J>W7C@OD>, MHDCGY6SUXX\(W+IUTO"`7PW*`*,8Y8IHQZ6-(.-J3>?1#,^]U&"".9W#ZO:7 ME,IXS(^CV$_.?:+"6=:^:A&L`=`ZKPT0W'+/J16H&AO%/OOJ'?`K;+;]@#H& M8=H6*%5,$>,ILX#0:/5"X%#E7.$,FNS;--J?RK^YE2@;Q3%X\"XJAT]Y?-VJ M9[1^5Q`"8X"2GPY)BX0TL-9".34XNUYU\S/[-[S8#`WWZ/1K2JT@!:1,:409 ML8@#Q'0=^97\!'WB>PT[`!XTBV@]@.IY-=]].; M@E!>IT1WC8VB%BC%@'R:3.B*+JWLB1.M+;8N>%]L\6J[:`5D!068$"R!L58` MHFF%G[!87E$/40?-V.Q>M`P&2XXQ`49[;HB&/EJ;U5AQ MA[S;"48S#;W==8-V,AO>?AB];'G/WQ6\D-&&!90S:9"WS%E1):\)AE7N@?(; MV/2RF9&S[77`_()+6?LE+##`C0:&<&?^D%VN!H> MZ9*MG[\U4J6.].%6][\>;A`TDBHE:"H++*'&:N$]3J'.\0<9Y^4YBHXQND\1 M4QT_]*_&PZM;!$92J2Z@*3>"*:X$%:@:GS(\]\QI@DMZ5P$?N#ZN.Z##SKST MS_YZRC_3G97O/R_F=]L7V6(SF[\'Z^6?`&*2DDMYA;G^Z> M%LQQX+7S/&KVZ&R MCF5`4W9E(]TRU^7WI`%\+.Y2,>'?5K/R MUOQ(DEG_5=Q_+E8'=^+330+4&#&J"8=64>090Y0_6# MYCCU@AYF/_85.?]?BM7]8:7O=$FAQF\)WFEE,60.*N"T5Q'A>EV&\>_K M68PZL^!5\:&A4![!?DVA+=%DV!=0TLOR=OUNMMKED/9DQA[ZQDD#]E2#X*'7 M'%NN+#>6:F>UMQQ[Y1'0Q-,+75+>W70%'DNNI%(.4(N,%H";:EP&@BM0!OH2 M;`.CM1V8.343JHF>OG[$XCSR9!!."\_CMF73+>K>*`+K@0J7?:'"A"3=BVB6 M?:+85<1'#<&CSP;),)%<.`$$!M)H[K2L.BCC3V]?S)U% MK.-XJ3IAP[UZ*@".&171I(CO8E9!XZ)=L>\4TED4KZE*P!6PHL^MNDPPT"@:ELK7:0.`.0)I885F]W M`&3G\TR/)-T$>X8E66BVW!T.&2`GMHGCCP=C!3#2>">4D5YAJQ6INVFSBU>] M`:&WE=.R=S3'=]6>V3M>/QR\AP(IH1`"V$CM$$>UDL,4RS7G)UBEJL^=HS.0 MXU/CW>S^_,YQK$E`SA"F(/)>&4RECKIPK39!:W,5C`DN(UU$>Y(EV6BVW#M^ M^_WO6:G*S;*<+\]M'$>>#9A2+1AF1L:>P;C&(5./V`EVM:Z?'!DM^P7S;9WO M10.,"\0B[I9[*IQW<7;4)AG(52\FF&0WW/:1B^98MD=EA9^Q.*K'@A942(BM MIRER`AL@5>U6HYC_`B=TC>5XP-3(A''\9:-*,?\XV^R2<6X_%*N;)+B[(OWN MXZR\*_Z:E_/[Q_O&*TN;EP8484!,I&N4+,(."HEJB\YC?[7!!=V)-AKHX]/R MG^5L=Y5!<;NMHO=8GHOW/]DV3L/D(6046.\HDBE,I]8#L(2YJM#D#:2^2=8= MVZDN<;/O`RQQNY<&33!3TDNGJ4]9"=`Q53L<-,I-ZYR\?G69)2X+]);FV7,W M5?']9O%X.R_O'I\FQ^U^'$2B\(5M'^E-)6 MXZ(.GPTNF[Z)-9+<&\1HM=?6 MW+:1K/_2W"^/<^DYZRK'=MFI/76>4(P$VZR5"1M_?V8H`9(LD00&(`@@ M#TFY4-NYJP<[-QJTY=4S.S==9T=$1NO5!9&4A&@&`[>6&!K_KG2]B<#L`@JW MAJ-C=6YXYY7E`6D;PF//)$,"4TPUJ_<6CU1N%&*"BLCYA$XNFAUODP]WB1NK MK\D]]G:QWXLG"NU<N'NOD1J MK*X_;OZ]VJX34R=O*FY]$QQ^1<%-U-&%$QQ31ZWEF`-JT`O9DT@GKX_F\\^9 M(9Y6E'R0J'A!E*!>&$$<=I8S#TK@!@%*<[,,.\N?,49+GI?-!H1Y+$;[WW+] M[7OJDOJ@@CW?P0GN.K*R<(8JK"7F$HC2F"M/&E4P]=1=?F)%'X8:#MEQFM3$ MW:^OXO>ZU>Z[V>S_D5H[W:]N(B0[<^M6V^VOJ.;_>W5S=XRK.KZI,(&H@)$& MC)CU`44+H;FZ$0JY-M>,DBYRN>R\2(_!=:^"U=7FZFZ;L#S"8(<7%1XH*!N( ME%9HKKA%NC$PF&DP4,^?K_.EW*RK[93*.=:B8.:`%4R8"Q``@$1-SHX[ZD M(_GC[*9Y*OL0MD6J333;J1M75[;"DM"'VVX= M>;Z@1HO@H_(B"3$R#2DB^NE\\`7E5_6G534\H&/<$O9N%_77WF/V_*T8#FY MMHB'BA$?'`\ZT'BMTL#$XWX5(3+73S_!JZ8WQ5MP4!]L.\J;Y\W#WU>[VT_I M8UKVQ87+1['A9U&SOJA]_K3=[Q#^75]6W3:I6>W<= M/V3]=1]9-+M=>;M[/!+7J\WU^_B?US?QH)2[^/_B-U\_S\E\\Z8YUX\5QE.F MI`('F'LMG43"U!`INH3I2(,Q234Q8ER07]/7?CI2,GNFWRHT#UX9P4,`;$W$ M1V'<"!(&B^V].15NS:?%5!OH&`A>"".=,9;6/\W\GZ[[(9N+RHDEQ%.%)!GF#&E(JB\1D(+D^M>G%.R MPP`,-3C0YPTGAM5ZNX^-+R%\&$S`@C(A..?44&V%$YI2A;DD0:"3P>^IA@^5 M5^`I=SS^@.;.$!ULO:^H:RT_?-B:L&U&@'8"^_ MWI?WY&_(*B54,SQB&^.P/LH[+?N\W/ MN]O='A!\T"7=8E4!``I$,(0S)[#2AABH]^C-Z3G?,V2M86E_B,-Z8WTI?B)9 M_$2:*2\&&PW>8DG`$J#T22)8;7,+!B;HD[D"]-*2> M/@R:4_7V4DFYIDJ#8A!/D#62DGH7X.'\NH]^X(E-^2W5@_UY,1]=:W(><_IV M0W,/+)-9Z0HVQR=&7!`\9Q>]QYZ31RUBO9[-5KG&OUM[]- M7G+.S)AF2&S/Z\G]7-Y7-_?KS3<7*;*^#:NK%`'[U;=QZZ0N1"(=L'7N[',YAH5$V6-;%I6@\(X-E.< M],&^?KB(P'!$XVXH(5AXIBUU]8XXAP6E:>83\PA79*'8,7'IXZ;\46UNO[]? M_U5MCV3COO%1)17[]*%*-1R$8YSY_&8BV;KTS)I;0^G\8PI[@DBPTNV:W5MMM]7>RVU8_H\UV^^MS M>?W0A>"(Q#BUJ)`8B"+(Z$"5Q#**2<^;3PYX06'8OC2KSH3I+`K/D0E*(:8= M0`A>46"RWA'X[`@8G8-$Z`W'W,K'=9HTE(8-"8D-CM>B]J0!BJ@>K5W'('8W M`K4M`N^&R1@4/^#&.QF8/+JNL`Y+;73JO>%!(Z*X0O4^37YOO`F*@_ZD?M5C M:CA@QV"@A\KWO>?Z)-.\>C9:7AX(EHP[''>$%2,Z[B=H)+Q#&.>FFD[>NAB` M4?J".4J8:;TI/WY]R7U+D0\WNUV=ZO-53Q.)_*L#B\J-"7"$@>!&D(#8$G54P0A*G;+N7AZT[@Z M$Z@7K[BMPU-#%-V^]:Y".ARO6V^EMXQS;(F6S94>\<[URTS>Y.K/9.?&NJ-J MU'FJ"N+<".\U,L*0?;5%X\T2`G(-J`GFBP]%^'X(CFTSM;2/BJCVIPGPSB)' M.?(6M`C-+A#*U4HZ&]*7'%R1?07D`WDI$_J/U7_7/^Y^O`HW=32G#[VF0-&F M5(8#0BHU-/#>\\:N9,HO5LD=EID&AGF6%)X)#)@% MSE$T`[GB1#<9.)[2W.XR,YHCD,M$`T$ZOF'MR]W5=OTS4>SCU^=)6?NI4ZVM M[>.O*2SU@3NJ.4966*`TRNGFV$B3F^HLE\]89X3Y4J+PN6YND@J_KJYA<]U1 M$AYX2V$"IQ2T83H5]2B-'#3^#B1T;NJT6CZKG0_E\:^U\P^>+19`:X;C MEH%SUZ!L27;,5/\3]/>SP3S*E5;>IK-=GY2/=[>[V]7F.FJ)YD=U=W2$TZFE MA:+2$<2EEMX+:Y*5*QI`AGQQ>1Y!P`CC12%H)WS1C"&A43R"625 M.Y8"_P./(9\EE!X+KP6QE#K$L%)<8D>4C,:5\I(R MRT^6W8QQAG-*CVD(`BOL=6`$28M!X&9M=JPE3H M\-RC="!Q[\"31T)<,:2H'A#*2S#(Z63Z-Q<4C*4>9AASY,%:&V\P M9A]WQJSW"Q#TPQ#V!)=DH=E1.KAJLS:NM-7F^EA^_.''"PE*6\GB M^9!`$"-$ZT<=AV!J^(*4^+YTJ@9'%<2Z[A]LF:SP^N3 MSRGL)SEZ`SFW6O"H;&E&%4)S`2OD3ZD;5M%W@W-CK(C MW%01YLVWU7VY77V+?]V65]7^*_:]*>+_/=8HI/7J@B;I:MUMOU MA.16MY`9T*TG%AGDT6W(\_RA`A-LK=.<(V)2+K.3X.I/XLSU&/`W"_+TP*([ M>0AN09X7#Q5<&(I!@C$R[DZDA'.H/XDPENNY8?,@3Q\L,LA#VY#G^4.%1Y1J M(Q&'@+P*PG$LZT\2PN5:QY//@N]-V!XH=B3L__SKRVIC-K?59EV=,HD//%L( M#8%2X0S'+G7EBMVJ-\*:_NMOOY`3]2 M"=>1^-:1YPM&%!'8$8L=4]H)2VF('PK$:VEP=MK2Y)/(>U%].$#G5?3O.;'$ M1;$DHZ[M=5`TX`8I\+FCMV?2IV88ET@NFF-P2MUWZ2&^M)=>1[CDC:>+`,I[ M::74RF$M,0VVD7(>D^SLM*ES2`95#_2\RD=S#`YQSTSR=.E]J#;Q$DQX'6&4 MPXL*JZW1.`K%N,&H(6&(B"5;GAACXWV<6U@R^?!GS5ZP#@&,[Q*8CC"$:^>+1Q%FJE4)9R:GEA-[)/_ M@D9N7ZH.TI\M^F(Y5D2_ZT`W+CFU2'"@*.[?!*-3LMK#+K"@N>ZCSOZ)2Q:- M95\5^4".HFZL?JYO5S?OR]6N_/C7S?K;GDC'E-(#*PH<%29GA0^>::#61)@: M52IHFVNZ3-Z[,8"B,0BB8U\>9G-]X,/?;:YN[E()FWM0E_Y8W=YMU[?KH[9. MWU<7@(U!)LU)3#-46%3#9&C.%L>Y_-?=SU*E[YX3_XT,_708U9TTK#J]I_`& M(44(48;RY)SR"G2-`P24&Z1L7\0_E<&GY^7$/+C'9KM6AOO;"XIH24IFJ#0Z M^+BG%(!O;GZC0FY^0^\.D*74+5H7$,D"',H6CU2!]L%`*: M8B(1,MR%DW.$1TU'LR]=A""D]+5.PJ2+*PH-9N>+;)8.P$YMRQ6X\`1R^(YXE(CC+5R MM@'*H\7&;;J1MFT6:S&TX51=CZ-!*0"53OS6"=ZW^=?,1FR`LE M%\VQC80G#?!Y*\9/V_7F:OUS=?-N\R$J@7_^7=[!RD^4F?PN.S(UY<$^3">.OMYUVT/Z%A>"6!FQ9 M"%SS5,09GJP?"-FC*&<4)1^/$3,`GR0KANKNV"C#K/=%,D@3-&.*:T:##02( MJ''11.662\XH+C\:(V;@/4T^7-\/>B.F]Q6@`O%(::D`:)I)(A6I<;%6YT8Y M)E^M<`D^[([WQ/C0?(UD&I857[RR8,I8K;#TRDO"2+0<1>-:(.KW>?=+3#L8 M@1O[0#Z=<.]E\A*T-,P'#1A;&X!I32A]0`L;[O5X]1\7RTL8@D%'@/[,4;]] M]OD^Z_S#:KN-K[@O+QGU>\J&OZVSX1\!C%`_14Y;A`,[OJE`#JQ+G;!`D$@A M$(8JS5!@V!IE]4D]=JIQ0F:YM'%KC'./+1(&N*OWY15=D(?_;!1O$4#LAO)8 MPJ=O$S46$6',"\25U/%R"A)\O2N)678'_>GQ3B^:MFFBU@W*2S!(;A,UP[C& M/#!&@2G)?.K]6^^,")7K$IT@D_0C;+LF:MW0'*6+!F/,8`B"6$1,5*0#H[S^ M)"2R/3PS('!7FASNOM$-PW$BP]OU_5[?>[KW/J]W_SF9:G)X6<$9]Y0Z!91: M8,%X&G2]2T[DPF/$N?)B0$C'99RZ+6`KZ7%L64&1DD39J)!1KX0D(EC3'`^" M%J5H#$'L@QS4&]L,B4)>S)SZ>_4S6.KZ@P,ZC((R67&LL4S8#(?7.M!$+:`Q^ M%LX9%-6,ZX3F7R>GEQ;".,0-LU$_/8TD)&:"/9537O",;=\Z("U0$['XZ&T/() M6A9ZY!N.0>QN!&J;U=P-DS'[%:TVAQT9!Y\M)`%B/07.L94X8&)8LQ]-8`%3 M8(8CZ8%F1;E@CL$#)8\R2A'UQ78>R&"8YB3`%1*IW`C,+%E MN5)@DLKDP$PS)+`O&6A.RMC`H%Y(.\]H(TL-(1@\1@8`,)%4R?!LA[D&_.03 M!'L0N3>*&687;Q,7X"\Z2C,F5;`:*R60%81QT;C%,>C<'"<^#_+TP6*4L(V' M-"T9^VC:A?A1)/#4[_0Q,!79*3\%;1;DZ8%%!GFZCPZ0(#37DFGN"4$J@`B- MW)-<]6@,,POR],`B0VIU[TT?(L=$*QE3!8"4%-[2QHHBF.2>'C4/\O3!(N?T MF,UU2RJ]]6Q!D25(F\`=X\"#,P$U_",HSLUQFGQCDOZGL#>8\RIBEI'SK)3< MR$"-!>G)DQS0R.=V19B\+CJD%S`7S3$XY=.VNBK+ZUV(>+S;[>Y6FZORX]<3 M324/+RHH5<''8R6(-E(CXSDTB&F6W?&HO:MH*JVS6I.Z.A.V':7*A[MTEU5? M]ZZJ-V7)BR<*!LQ&G=VZ^!DJ#303J!%QBF8GL4W>O?/_Y%W;;ALYTGZC_7D^ M7/(X$^QL'"29&?Q7A&*U'6$5*9#DV;@MB?.N3M@5^1>IB"HB4B%&4%R`4?1. MJV0?67_@H"M;Y)*E+7+)DH_C\(KGITCM)BWC'XK5;9+<_?EG.4YU$C##AGB4 MMM>IUM@@J*H]]VBPYUJUK^CH:S=*IT.0AZ=9?-79IC2'.UT>AO%FM/EY90-G214DG-Y<.6A[?%R27IZ+,!<>*L MB8NOQ4(!90B4E5(T^<4_SB\M_>IDW1660T=3MI6+B\W-7>G%F^5Z<\K4K6\< MB*2<6>L!X$YZ3CA0E?]M2=0]_`.?%!MLO[ZL;@MXL?IS>+78EKC>9]H M%X!A2EJ4ML2`U2(NV;#"$&J0G2%\Q:'B/H`=ED"_3&:+WY;K]DB`B./%^Z0'`;/3I^";B!5W"V[6YM)1=5@>BBD.K5@-6@>N M.(08$2,<@\1I:ON&)L)QSELJF&&`HK3V@U=.LJR[(JF#^'('5\=?^ M?6KZG6@6:&2>P4"E$!_P\1_7I!PI@O2*:B>U%?7S6=@=JH-H[`.7J]WD!Z"=WXR6_TQF3\4 M^H>>S%/\[]/7HMC\LEH^?)_%<=34DSRG>7#>2QKM:$N%4E(+*AE['#4#$%U5 M185.^=4#N@-S2JW7Q<;,)^MU35F%HVV"5TA$"SO^#X6*.#(.43D^C>@5%9?K M5MS'N=0*X$$)M'W3];^*29I.TYO%QR*5:(U8;)/\?E\LOZR+U5\)EW>+[P^; M^.?E(IT=W@K[Z4!KZSWT]9/!4LV\4AQ%D4EC,1%@2;S+>YBRG:82;;#.KU;V<L_M(E!*N,(4>8^0,THQS4O8.93JBLK=#T>4AGY+IBQZ M#(LN;W?EL193M]C,-C_>+>Z6JV_;;LJ_-0V8OLBF//$;)R*AYS4,)B5PZ>A, M&A&=2DNM9$(0*)GE3!+8ZG**#Z3XU?5BSYYOV/Q@U./QU45 M0&&=LM8QYHRS"L-R+`RSW"+1(YJA70MUV3FJ@\0\*\V3K+*;NT^;J!-JX@1' MVP2NTST=TJMT^:(4P'D-RO$I)Z[`T>I&O,]CF!T!.@1AGKYBK4?_\N'`L1.2 M2*%2+6/FB;5,ER/R3E_19DH'4EUV#.<@!%E^^[9<[`(/M=[TRX<#DY)Y8Z$V MBJEHF$M(;36)4+:',D*"M!'GG5D?'>';/CYTQ_K&XGR4;?%=`Z0@O#CT:!`?4`R6\7 M#R-:0;H3X;)3+/OB@BE2;?SYN^CM__W/XL=),CQ[-G#II$ZU\Q%!.FH[PM!^ M'90FMY#T^+5#%VQH!V;W='B\*M+/UK>3>;I4V"VF-IK91QAQ[/&`2+I6`6`A MK(>0:8APM,#C>.)2R!1M<5W`59.B(SS[,REVI_=/D^+@LX$3%=TRR;"'P'$N M$$(BC@`P!1P"V0&O$67Q]\*(+L#LCPY[HOKX39UQ^>SI8$#TTW5\8^N]Q0Q0 M92N3FW*7JR1&E*7?*R7:P=F7*>%G\V)E(DGOEZO3AL1/3P8*@)"4$)\\'AHC1%B+FM"+0,(#P/A##7&X`>T35 M5`98%?(![9X:*K[6=/MJ\\G]$3K\]$R(6!H'H4/8>B2[%_7DVFL\7]IQ_?OBP/U5][\4SP`"?=!:VQR"L-+=/5F+U6N>O` MF(J;]"+W-BCV%E':AL6W`?9/7R,DZYN'S7HS6:07/1U>.M$P8`@)H](R8K5% MR#+@*U6&C,W."'T;H<<.H>V+-G\6\_D_%\O_+#X5D_5R44Q3Q9Z#^UBU;8(# MDCLN$>).$>T5EYY5)I$E*IT*8\P@09G@Y'DSR;UJ_]D!EAZ#V19(/#U_FLUL_7TX.):$>?"Y( M*SFT/)K1RFI'D/=25=84S+XI>TRE1'JD0SZ2_>5!N\EJ$9FYCB[RU@KZ^7<' M*A+Q_"7.*!-QK$E0@@N.?339(.2$,2:,P2EW76-/%:I-Z!IFA.><;SC:)B"D MO8[CTQ1IAI34SMIRC)X/=T!VB&L"V@MZV0^LP\U)%;6'GT&PFHH*W?Y0@,I@8;#B`$**"#!< M^1)-+O05767>GE!'JWM<0!)#Y,2V');^<;B#FA,)PMGF%.SZ4C/=^C=&]W)0X^SNZ_;M:?U,=/M0<<:ML&:[GF M$FLJH_GL+&,8@&J\!`]V$F8(IZ([X;\X6]+OA5=.I2XA?@7WYVQDU M2;KZB4`H@09XJQD3*'H)1$L"F5:<2"TLNX)S/-=E.>9*[A7P_FAI[T[[#X`H MH5P4FQ7"`(BA)Z(4'++\BGREX:G6+=>S!#9<0'*O4,QD?OLP?QQ%JLIUJQ;3 M;:RRF#YO=2WA2JRE]M88[!EG6B+M#9<4*FF(\)36;H+U,\(/J^7=;)/NO3@Q MIOU#*=AMX@MK$8U1A"'6&KER%);E7S4R/F707I`O;UK+0W&(I>A]L7FWB#.W M2.^G-M%\_!+53*I)O'R_C']8;")T\5?OR\LP3M"E<5^!`4FY,`8B+Y3`,N(* M2CP,X?U;_7+'JD5QG^[S>%V\ZAONP>EW+K6"`QA!ZY@11ED*)5%:E./`$N;N M68PH!VD8TC0$<@A"_%FD"$@Q5=$1G]P7Y54\+U(NM\;#"<(TZB=X:I4@\7^- MD6)"1ONM0I-(E'ML8D1I2[T1JD^@AR!;(N MIH\W;ZO5:K*XW[8[I;;:=QXTLTA3(31VW`/BO+1^/T5];C7*$:50]4;-P=&_ MH()\=*+..2Z0V5,P"(&4>(:P<3I9#%B;$@M.LK/YFA\R74:!OBXF]@OU0&KR MT6C812,6F]GB(;[JS?Y^?7P_!!H9^"`7W(HN@QL$X^'Q@G,>9@@RCVJ5,4\I8%>#!#.4& M-)H?OGU]:V07@(YF)7RZLK=="Y_V%9PA!*5Y8V3\X`"DO)HX1OCL\U6P!=H#+(@UO&K?:4`J5><@1Y!K$T<()(*HBCXS;K*9U3R%XO4OCGF8#K?E>\$KA+O< MNR7049Z.WAEO$2`(>P>V1WSB[(18UIYG[?NHR4&;:;^EGG$C;*,>TPU%3F-M M-<78`<0Y!*[$QZGLAB4=S--A_FD\5EUK.$ M6[%8[^BUF'XL-K/=KL;+>X1/S)L&O01"D4(,$,V5958J3`7;B0`"IO"%5KUG M(S@DGW,42)-N@HG6%+I-7:7S%P<7EM0Y:/#H265!`L5K1.FL0!66.RCB2)K M]V=ZRF^,K[][^9O-UV+U81G?=C^**,E%,7TJTL?:*[_-)E]F\^W:=2HOLG7G MP7,=G7NN))$.8<(EQ[Q$33*;N_!"2@VDD\8(H(E5)6Y:DMR5,C>3\VWRN0O1#$'IEZ]>LZ*>H&_C MOH+8>3?8:Q%=#>,%UK3$`PB=2]7FV:.]AR&'X&C?^`]KV9FO*?*78=GC MQ_6'R>S4UOWIAD%3#06.L\A$0Y$I&XTUOA^IS`U:G'],9LQ.7N?K8P[F%V57 M9V88B8AQ`I3U3GD;O5::1KH;LW/9Q[$:GWGY7MX;=[TDRT;],DSSD]GJC\G\ MH;BYVRKC];HX>0#KS!ZB3^JD`EXISP4V`FJA<#EV"W3N(8/&9UNNV_#O`OL+ M6FGS"-/#:G&SR*3>L4Z"QXHRYQECGCK'K&>>E0CXZ!I=SQ&7"]IL[8%OF-_[ M=!FOF+\\K;?.:!4`U11PJR3P2$(C)?-*BCAO,"",X_Z/K5P%6[I'^C*:*:6Q M;].,4_ZZ_O$8U#Q5B._L/L+VDMP(@F(08,LY85B5TT-*=057R5U6+W6#^W59 M8C8ZS]1!&"U0INEV+Z)2R=!G;R0V/^!RS<9_%]!?B'8/:<-E=S/.[N6;<>Y% M\P`]BEZN-^MWNRR.J5^N MGCVS_?/;VI66&"-/*"#$4.BQ44[X7>(`E=+@"V4:OJ3<^V*SNT)Z=OM$6(UT MQN$N@K>26Z8B:;$R%&N'`2X1\-)EWZ_WNI7%V;RH51:=P#[@352K\\-=%:TU?P(Z2FB.`&124$("=5X@)K#%F MWD"E+W2!WDG3?9O_G,:X*KZFI.B_BEV=A;A@ISR,=4K$*-;J+L[#SY._<]VS M9K\2C)21V!0S8X#3V&),18DC8;[_FMAC3H!72I@-;F85O!?[69 M_??Q=&Q6*MBICH(TE*NHE[$QSC$HE6&V1$)KFKMG]-HMNZ1M$$K$*2=X^M]R9Y@T7$!FG;$&>9.;G?S*XPMG,^%H M=81N\!YB@7KQII_C3]= M]H/N1=BS3B];>_?IJ69!`"6-CNNS)8@![@54JAREAB9[?VY\'.I`TG7]5DHWZ"9MXS+R1P"&H:NZ&+=;NA0R['N MP+X,Z7X[XU[)$ZV"$AYAK8%4F@D!"%"0[9!T1IMLC35"9VO`52\;WXMP:+>+ M]%-^5Q,R'6@>$"**1ZWO"?$IB"LM`G'FV.C#>JKY5:NI#-G7\:D]Q"-SU!^+ M1;Q!3SU=>AG]LR@BI96$V#*L!(XR\^F.;%;K9;Q&3QUY)33$'C`O!>98:N++ M,5.?G00^0FW0"Q,:>^K-\'Y]GKJ37G(M.("`1]N/&HIP.3ZL7'8>VOCXU*&L MS_;4FZ'[6CUU([DP2,(H%&6HBNNR9=4HK>C-@+^2I[\R/ M'-_\:AN1%[OC;>`]R)4>C_YUG@=*]L$ M2E(V>337(6+I7R5OG=GZU@FNA=C3_-E;-\J$,&(MH(S"BE0 M&*84SW*,A-MK]K.;R_D3:;%VBP?%K>S M^`K3[9=JO5[>SK9"6=X]/OT_\JZMN6T<6?^C+=POC[A.O.5)7$EFIO:)Q9$9 M6S.VZ$-)R69__0$D4<[$%B5")$7)#TG9"0D"7W]H=`.-;C-=?+^:3?ZUT9#Q MGLK.Y:OK3V08.D>Q#Y:"IP@9YXVE-1R.F=38VG.A65M2E*,00UM6KGJQNGF^ M\5GW<:SAA8PR#2#U$`:$D,*88,+KKBK(+FA;N6/&=`=J2_FOPM7BQ^8-,O_Y MH4QSZ20Q3@.'A7>,&K1=MAG7J27>1AC3W*VR"HN9^W1S\ZK)L./93#M`F/,82L2E9@0`L+GW M@R5V]HU>#SU8=&6W^+8T%E=UL.:^K*[F\V7,EOY;F$B5FS\]OQ_$\_E; M\?"U^#58M_?M;JRU:CDC$,1J3/&42G@BF+'UXAOQ,JFKVID;-P>S:.\5MCZE M<9JKE8TC^D^15Y^_E=T1=M-@QJDW%!'`L%%44B:AA#4RQ+,W6N%A()ZF"6&L M]`S?WY,](ZG)3&G@"%RLL@#)6+*."2-TC8T6.)6BAY>:>.L439#"6!DZ_=JQ%HTM9HY) M0)65!F#JC.(&>EMC(Q5,7>=;%ZEXNPQM+X41,C2.P@<<\XG>MRUZ\20YW)9:6^\PO>_DY)AYN M[.JK.]`I#65.$(PMMH9SJPC%3JDMMAZ"U)Q)[4M=C"K9SFZK\Z\>MVN?< MR6N!?0XBTJ$W?S>=(QS1;`8!0Q9AHK1&#@@1ZP2MD3+&>71!=TIZX<_.>VZ] MBV*0,Z_MW8_=.6[LX!#64:A@Z%<4MC:9B; MSAH;D3`82&4=2SWH./,MN`XDU4E3XCM!$^S^4J6#K24HY!L'L"PLPUQ+7:`*%+RBK="\<.T(==2Z< MTP1UM!U@'%CT2IZ%<36;5$6^KSY:;Y_-K*/.0MU!@+HFV MP=PA\$3+YNK"UGWY$&;,?-WA]^6B>*;C05[^H6UD4'.)8Z4`XZRS`",D78T! MT2AUCZGU8A?,N#_+GN=ZJOA?NW;7`[A]S\V@WJ(N^;58W)>W5[.OQ7SQCPBN M0^?LSU%CS:TW3,M#7\T,-1@0C!G&@A(#F3%TA:,4W&I`3C-18Y]#U]=C>-'Y M=A.V=5N910BPF*$HQH$9"P"#?(.)P!)?0/V<[NE1#@OZJ29TX_]N8B12;]0. M/_D5`=+%*`WB#&).0VF``,918X`E;._ESMY/)U^GS^%YW)L:R+!3@A@F)>6< M215^M;P>/;?N`IS1[HFP^P"R.Z0'/@%_M>,O_[4H#LB0>TRS&3;8$0@@"N`; M`J7U1-4H2".:L))Q@38V6 MA&[A=4ZE7D,Y0[YU0XBR1_3;9C7:#+C<##C?L0!<-^1!3&@ELQ1XH:A@8<(B MC;3"`(G@"4)%M5!@[Y'=^6QN]:3"^@?]-!IKUWVF/6]DCDK.C27("&NY9S9X M'VO\+$#$74#!G5XEOE[`#@CW7Y>SN/U>[LP.21OCD?X5/L]Q^9='7Y/)QJG,8%NF)$VS$EN`0:"<&N9(ER( MO;L:Y[VG8XF3B$!"@31:6PQ@K+:S'CVQX`+BG;HG0MJ>3CNDA]#Z>CD/FFH^ M5Y/0[_ET)<+F[9H=;V146ZL@(!@8BYD.RDUOH3/27H#5V9>PRSX`/A5YXH]5 ML7^?9>^[F:?**1W&29F50%A#I=F,EU+,+JC.X]$2/X!!QV#;7(!>VW=2BTLGMDAU`G MSQKT@/JP+Q\."I<&/YQ0:9FQPD,`_18?IVCJ?>'SW4A+78&.QG9XMIA\4=R5 MU?1_*^GM+>VY_^5,A"DFL@C,7E*MBW[8T@_.;S5P`CD@&4466$N@"!8EQ+1&22*:&L@SPN0J/1M+`TKA MG`,GB(Z7]Z0US#!@(7'`HL?UC M_1]7LX#@;%/85DVKI[)J,J<.?CN33C+D+99",`A`6.5I/54XH>*"+H7U0Y`> M0$Y6'*:XMJ3`+U6P4%8<_)3/5&#>;%HV$&#WXYF",1^2)M+' M.\B8<6^>F>I-:E'H$68JZUS\G:%ZA-7XOOCVH7HH\MFAIX8_OY`9A+E02C'- MK3:`:&)K9UX2GYPR<82YPGJU#8_$M24%UD-9;P#_%0V0KV'\RZKX-EW<3V?E ML@I+47$;Z/D0,PWWRS,2(=XAB^1YBR3BMEJ:Z'+7ERM6KQ M!N@T./HM2??Y6UG\T,7GW>3YD;3KHN$,<$R,T)Y(0A%2QE!7NU]*!AV<2#SY M!HAW`OS;4B_&*?\V"P[7O'R8WN:+XO9=.7^:AG\-W?Y]/4^:EL`V#62&*R0, M,5);J;U%U#M?#T59GYQ9`[P%+O4'=%LSZ<5G;ZKRJ:@6T^80J[VO98)++QV3 M3'NN'6((:EMW&ZOT\B5O8L.U:WA;LN+W?++"_4-0:-7\?OKT^LE#`T%:M9!Y M``0'S&($E"4$4[S\C^)IZR0F#L,)(_&MHA M5HQMS:]R<]=N%0H5^GLU^W<\K-CLYC2L(@>VD'FKN)+:AB6906`<8K(&T!+, M4X^D1^3@#KFR](/Z:>*K5Y;^1H2_!'O_P^Q3WIC6X=`F,F>!1]YRY;21P.-@ M`]9KK0T_7(!9/"3G>H)]$#57E9.BN)W[`%SLXD[OH4G1'=I&A@B!3$+.`*74 M"LN,KO?[0 M6NWM;BJ3@D$,I=!&0RR,LC'ST@8-!5'J?M&(@H!.K_XZ@W_(?"6F?/QSNHYW M_[0HGG[(N+`>Y+,Q46=@N"FJ2:3"7=.ZW$7SF8O)+RFV/.[40"L!%?75#,=] MMY;\6#P6>:Q0$8?\RV'YGSKX2D8I0,QQC)R*817<*%(? MD#@I?:IO/:;0IO-0FL>*YG06Z8?%?5%]OL]GGXO'I[+*J^]7CT_YM-JQ M6&8P\)HS;7&L$X$A5:Q.ZN6``*G>T9CBK$YOEG8H@1\X.6@6U=5!WAGD3O66 MP7@D[8-AQ)SWC#'$-5:082X.\+(Z.U3>6W,^M:F,P&CX":"IQY(1Y["&]1"] MTQ=Q*MBUM%L?+!^%^>D6CODAY=3VO9HA'101THA#:"`.$!/!ZM%*;E/CF49U MW-@3PWK"..GNTHNO?UH^/N95W"#QP9*:3:;YP]7L2UD]KB1U@,;JH-U,`$^\ M!]I9@G3P-H"$Y'DJB53S>%0GFKVIK^$%T+?!\6(L)J^J[]/9W>_YP[(($&XC MDY_W0.8[]YQ/6=E^1Y?"$'X\!&RRV`'R1\>X2I M[3S%"#IK/:&.!4V/"0=KE)P$3E]`*=J^:--E:KMV4CB-`=]-:CM+*28`">0` MQX9#@@FJ1XJAV5L.^G+XU@TAVJ6V:X=^2[/^CV#;%.ML*._*A]M@),VOKTW# M]86F%[(X]2A4@'DHM&;"2A%\6J$8,\8%3"Z'*%W)K.P!UY,F)A*",*9XMJ3`OY>SZ5-1K;]]4TV_YHOB>M&4W;+Q MC0P(:8(")-HP*ID@BAB^';N@J:5R\-F(LDMX6E^@7ZF0[^5OLS*8\?G_?@VL M^KO\,V^\/=_X3@8]@]HAJ3FBH>N>2QX`D%P`@`R3J0;GB&)[>V-"M]"VY,+[ M,EC'5^_^T[RDOW@J0QXKHV48I&%`A5^0%#%OJB88XO3L4B.*J^U-WL>"V5+" MM@B=KNH\ABNRW>35(NYO-0O]D!^M+:+-\.I_GLTEA`C)5 M^>NG1544BV;5L_>M3%.K()880.R4!@B%OX/*1";,%\3%VTE'UYXL78/;UIF< MW.LBG]RO'9CKATF3'_GZL\$\QAY@'-9'0:@!B#/+0@HMLU]$L/0=FS-7ZVMGN#TU!FA#LKD=ER3&0X#]4Q;#R!8 M96X6?NM;.Z"329X(IZ'[V:#6:Q%N3Y+TCC MXNIQ^(^5L^OT:G%`,6&(*6>+Z6PYG=U]"([LZH&Y+L+#A?MO0#Q0)#11?=_G M'P[;D8QCP"'RF''@,(T7(#*U3.6(@D7&1>UCT!\K6\VRB@)0\WF1X/FV M:#M#E@(I,//6&2,H5IIN9SY\I("S6K4C-2I&6Q&%)8S+LX>*8"QTK87LFX0XD)@1PRGU!HOH=+_ M3]ZU-K=M*^U_=`;WRT==\PK`V:^O$%GTH.:W/KW\!R92<6#=" M)$4STYG&<0@0^^S#Q0*[6*0;EANG"9'<&$K[=)]TL=5W0-$LV,=*S."$-L@IT%VBO.(4H[&1=BS53!6\FXG MB_[XN_,=@4M.L&>:6<04H-HCO,&/4I3KRHXH;VI<%.Y""V-E<7_<_0HK&FOM[&R>4T-BJ$ M%B`)"`,>,H*!L=8R'I<%`LCH=N'S2X29ZOX^%2FLKC[O*W'Q^J'`'?/,*."E MX\Q[)BQQ<5A:,:\`R:X//:+0X+GZJ#K";@@S_J&8WQPK*[%Y)EAK,#,VOB!!;L?#Y$1Y39.+\KQ(%G4$&2 M_(PDEP+1&N:>QAXK']IJL^H>P[99]$U>8E-P>(^5W_-D@%1(*CDP$G%F$(Y3 M'VP&QZ0Y(ZUB=!:[&PC.U<^GM%S86U7G<(,@(%56:20Y M44VG:VV="?5^E>7#T?8X6CU;_N]S6?OB?G;WU-3];H9QZ!C*22W3A6\*?IS=S&=_S:Z*G2G? MQ\X>97<9I#*6Q&G!0X"YA-9KC!MQK4&YF0\]V.&.V3`H;BUI\F+*>7?P5N9= M#P:@D<-"8\VP8@IAA"A=S4\\.A/83J*T;`>3<@?8M;7L:Q+]\I>Y*Q8+_6(` MJ[O!=]OTPVV"0(8QXZ06!B(&D9+>/O,0`:9SO]\1.,T[@^E`^/]=5ML2A_K:N;NKA7C\O;:A5-4??5XWP)=U"H90]! M$D>UI(3&:15+R(V4SQL3"GL**E_6LNH[_7UF^5:7YG>8FHY^`H2!&<,0(,M1#0B%@C6!QGLW=T!U5CFI' MUJ=_>"]@C/9(L8]D&;T$Z*!&0CN*$`/1QZ>I!N$:`P*\SG5W1I52VJ=1ZA#< M\1!L[<2=S;!U-\%8!2ADP'AM/>::KFX'6:.@*XB%,M"=PB.-3># M^JK>"G%L@79ZX^`D5EQJ`YR-,BKEK=>;KXK!W"SX465L=LJGSC$]SX7Z4-X5 MRW)UG]'N#;D#SP% MMIL#+VS:2TMV>'E^8B?!>8>ACC!9J"%P5))->(H("K(W\4941:[[M7H_X%YN MW?ZA3)&,..[M*G'[3.Y2_I1.@T*,4DFM,=(2YR+PP#PCE/8ZLB."T]M$'ASL MOE-8\RZTO6CB*DAK7HC3;5[,>R41]HAYJJA75A-TM`Q!3]_TIIJ3NKIZO']< M35BK&&,D7E31;3E?S+Z4VU//1^^9[*CG8*'@@$;?FHK(=H,TEZK!*_XW@:S* MA2ESWN&O(IW_C!=H%Z2HW3#DLNE`$8*VV?997$^PDE MQW:C\JH_<(?]6MAZZ6,PN>OUK']^Z MQ"3JPO)H1#72GA*C3?2@B.,*)9_IPM_Z(2V]4$U\X'TUK[_2U+&[7SM[1^#` M$$M0=#OCQ*0U<4+I!D/$'?A.;,C)5-IG0P96Q!#+T8UL^FGSXX^SLH[OOGUZ M5WXI[XZ.+:7#Q M6H2CU\.VZB<0H;"W`$BF((!`"DYQ@X..`$V0FAT18Q_O>H!]4/K]-']X7"Y6 M@,"C9Y@.M`H,8><]CTM.[(4AG,5?-#)BH08[T#I$E?2>M+^/8V>C?2E&H2Q& MH>8R)*09)MY@KP4%/GZE##8R.F5SJR>W3O.<-J/RT+X4HW`6HW!SF($I:@AU MFCNGD>=::]K(Z`G++234.E5TVHS*0WL(1OU<_*>J/\77+7[YRY9_+J,_NMY+ M_9AF0)<&(/`5$C+6(<<8BM\PPCN_%GH4:Y"1#CMET76P7THY61,/+H M$N#D/@+ADEL8[3LAE"G/TG5!FUT!2B=P'T%OC&C/N"S,!^%<-2^??B[JS^72 M/\ZO]Y^T/=P@(`.I!YQZZCF+K\(:H$8R1LA@M0N&L'$]Z/M;1G4!\A#T6/1M(]"\P()QX2A6D"*,M/(;YW!R,44Z,_9/F7'R'X,LJHJQN;NKR)@68 M7Y19.TJ?8TV#=8(ZKZ2!`AG),7%DZ[8"-X$CP,-QJ6.PAZ"6+1^JQ>P$(GW] M8$AG&[&7@%H(E&($2LDW?B;+OL-Z1,>\AJ/-6=`.09+?/GZJ5XN0IRC\#U4T M_//$ZJ.<.=@N6*BP<9H9J;F&Q)-4%;?9.+;9J:RMSWU-8Q[K$NMA.+4=I+HI MYU<)@HC,%I`3Z'5:%\%BJZPAA-A4XT,RC"7;2(]L+M-&=/QK2)[U`OH0E#-5 M_5#5<69NR;.#[:*GE3 MW)2ZN/I<7K>@U.&&`3E"XV=C'?;QRW$H+D0&F5L?_IK&U-@IV$/0 M:K4+W)I3!UH%H3D17AL5ORCNHDR_UM67V:H"^OMJ6::8@:X.;2BU:!VLH5Q$:(R3&%N60E!DLP4":&[L M94RGS/IG2W^`#Q(ZKNIR=C-W_US=IK*S\:]_%_7U\=CQ@6;!$6M2HI`E.,K' M*4G?QP;![%MHQG1Z;#@CU"'2@Z8BG!'B?'>@PF$O[PE06X`HPA9*C8`"RMGG M`+Q&DLJCU[2_G=W1RX>@+ZFY09:?Q>(VCCG]D4S!E^+NJWR2;0[ZH:7HJ7T$ M:934PCD"<%0!5B0Z$HW\U)O<*^I&:&HOQ)MOEZX]:68(9KX(5+2CX^&&P2I+ MC!*8:*2LA2BNW'4CJ>Y9X1MSE*>U%&`$D2[09"PE&,>*<*B(@%4FK"X2&5'ZP,, M@L9!K9U\BO+4O@);W<,E,<$(06S=^I&3[\N>9&9"]T.^Y'PKL-<:,2TH%IA M`JTGQ@N)T4;^Z%%.Z`+&SAF1G0O=#O.WGIPHF401.::`\(0PAUDJNK66EFC] M?3&L+0/:)B>V`WL(:FW+*^V^#?CU;\OR?7%_[!K1<[H-%D%D!;=66TL0`9H; MW:!D.1SLYHQ!CR7U/N4.J)+A$OQ?#_?HY'NX88#&8VR\E]YACJ,1L&0#K[1D M0INZPQ#BZ)WC9Z#?,K3_ZUWQ5/Q8+Y\3A]#$T)'_Q_N'--R%^^>AO(I>Z*>ROC\QF+^K:8#< M,(Z98U@HIZ+1IWSS/0)JLS-*WC;O,MAP(!;?`?"7HMF'V>*SK\NRN;3S0USY MM*3;KBY"*MN*D%+0&$J]1%RY9@TFE?*Y.=]C#FQ>C'8=*.#25N[WZBX"=!?] ME`P"[NXD."T1,LA%)](J'ET/K4R#@"=TL$(LWP,%.U'!I4EH9U]FU^7\^@P* MONPB53NRP*>X+2%.<&BY;=P:*4EV(;S6)T#'MA'2+P7/4,&PL?3W15VOH!E% MH+S#$L/:000(5%+2Z,A3C8'4`@A-,9+$P:,Y)>--KTWMU^N6\NIV/OOO8SE( MU>%]KPW.`"X,H%)3R2PVD$>+Z=FD9"T0[#\UIA*1C`Q&`.F!=8 M*]7(#YW,7:2.D*:=,R([/-\.\[<>GH^N)A8:@B@=E4HK$3W>1EJ,T81J8??` M@+;A^79@?Z_A>6=H1`E0K9RDJ5Z7\1N4`/:Y/N.XP_-CFIT'U-Y;CN1KGNH, M1"!5Q-DQ)0V&SY(:K>F$TH:'(42[2'X[]"\:R5>`:X9=RL>RT@F#F>:;H7HX MH=MXNM+9:9'\=K@.86I>F^(C$^7N!L%1@"V''F,,E53>P8C.LV3"\]P2Q6.. M#(QI`NQ$*Y?AV]%);5^30!U4C(NXKF+,N6BHB3>-=,Z("97%/E>]1]F2A6C+ M*4I!L"N@\.^RJ!=P_Y4CIS4,A@!%&?'>$&N5T-B;YLLQ)*ZYITR&MMJK>D2V M-2G0OA'LOS/DE&9!0D,AXD)0QB7GA$O23-U6&GKT!M:WDR[1*2$ZQO6M5'G9 M,2.W2ESLZ=7!2X@\DNPP2 M:MMMQM^B2,7=['_E]0_1KJ0[Q=T_5W>/UU'$U1;BI]LB2G>?RFC63S_=/T34 M5KN(!T,*W;TF$*,!@1![!!6RR;R!)EIIC7%3/)!Z<4*^"E=<3)]32W)2TA$I M-;>2TVBWXA1N7",]LWY"GLMHV=R3KEHZQVD47](HEG4Q7T3-+?XLEW^7Y?PN MW=>VR[H>;;/:@K*,(@8$C4M$Z(62S8"AX%-,X1P+N;I6SK"Y=2M':CH9=4Y3 M!1DE5#@K%(;QLV7=QGZCFZV9>^V%N*GJ!4=A_?YI'!G!^\)R#KC MXY)0:^2]PA1PQ]=8#*#\SL-'$1D@/=($S*_B!Q2_I'+VY7(SF[JZJA[CBF=5 MGOM=%9V"^,WO&-T/=5P\J;N[ZN_X+V7R5,KE"3-@%]T'CR@`2@``&2-$IZI\ M&'-)="2,`_CH%E1/1F6'"D^R&X?:!6NBY33,*&&,Q$@[[3>R&F@GE+XX+#6^ M-2$=*F%8*[%!PE>UB=J<+=.V1KJ-Z'('3MZ"$8&`(0>Y97$M@P6/=A\:28A# M4&/@P-&JO+V[VZ_EV:?J8\=3\CL-)'Y*7GG,M-(LDAU821J4$)03"F(.2ZK] M#G>_&AK"NSX52?VT_3DE%1_)\SFGV\")T,0;K5(E'$L19@PW*$&C)E0)9@@J M?7L1T'":&8*_7P_R:#;0KL?3%;>ICKU@&"H`HRQQJ=M(19&:4+[B,,JO.L>\ MY<[W;_-%VN,HMZ)]JE9)E;_\/8\8'\@,.:EET-H!#9Q76B,-*(F3A7@>/.'2 M3ZBFV7FZJ_J$M24G?B^N5GBOWW@[>VBNV'OAGA\@QNG-`Q:.:4,4]A8KABT& M%#5B4&5RP\DCW"#JB!V]8=N2(A\SC<8)[8*Q"G"/G;-,,,B@$`(V`WU`'V:P^W8T[*4$LH[L@+4IW]4C#`>7>2^.B[7Q&16DUH02`"[C/ M`VAD9#SMAIY!,<8`\0(3Z1B0'D..-Y:;F,'2[1_*>E9=?UP6];+?X$FO1,EG M94M%C(R,OZZT]]/\JBZ+16G+]9_=4'1WW\%:$M",(-HYK2V1PF*#O7Y&AGPLSG&`YS^LP(,^!AY!) MZ8357"KN>",J$3[W`L4Q'CD8@G:#:F-D%K(CSQ,@*RPBG/%T::31'IEF6XER M;G*7WC3/\W3SZ[?/RO[5,'!8)$*E%$K(-Q M3L7"BP8%#/0$0C7GJK]-L/H<;+_7X#1#*6\?",1@M)<^5:W=*(()-*&R`7U0 MI\M@=#M-O)5@-))".F:XI-(Y+`TA=B,5]71"%62'4?XIP>AVF(\HJF2Y-<0I M(JG7!`CED)7-P"6;4J6E\_36*JK4#M31AJ$!4M`JY:R0B$7O`2#M-AX#IKD+ M\1&&@3KB1F_8CBQ[A0BD.+!1!D>-H5(SB9O!V;)&9QLJ8314-']][&X^U3]4)?% MS)_YO^PM2`*LY8U`XHR&1&EO:X"(HR\V#':&?.4+2GJF- M8<,O.W^W.7R^CKYT%(0Y^*J#49F36H8$+U?,&Z"-5P823+C$T@O&%`3HZ-&` MG@Q",T[]I(N[%)W[>%N6RQ_JZO$A+6=.O3+K0/,0EU.46LX$]P!;Q#F-+'Z6 MW!'DWKY[U3D']I5&Z`[F00MTZ*?-CS_.RCJ^^_;I72I-="0>"W"T;!+JWX"QTE@1OZ? MO6MM;AM'MG\)[P8^HO'8FJH\IG:SM74_L;0VG6BO8^5*,!J92W[#'LGH;&YD;,K4ZE;VIUL+78#U6'PZWL>^P5M% M3%^EEA@U<8%3#LS!?HV68.[=9E.,$HS&ISRLQ^+3\2;X#=XJ*"J:EB7X'GG'Y6`:;M"K\OIP M`@:4PFLIO.)>QB`#$$.YKOJ&47/PVK69D34VC/";%%ZUPWQ"A5=,T^3_.!)X M%$Q)892G>Q0PSJAG[65R:U5XU0[4R19>J6B<%8$C*J4]&D;$_@L!JG//WTW0 M#.^(&[UA.['"*P01/)-`68Q1.!N#M?O("[HC8O0!Z^"F<]6&N]IC M#Y@TJ;5J.D1!A+`A:HM$(TOKU0SW7P1R,Z*%4J:!&"!.8EZ+C_;J7$N78U[H0$JY[1'H%?'\I3[7Z?/USH2#!Y M"\B<(<$JR1WN5V04G5'QTM#\:8_NL'4=#Y=RE0\X_.IQ?;H=,0_:DQ`L>NX% M**F9VNU"!6LHT$31XA*RZ.@#&C0@F`A>VGGA:1&Z0=8+>YE@$ZEX*(^VT>_)#\.P$'L^_SA.$:S5.$3PJXITD1#`+#BE8 M4N/@B,J-L;V.;?,"6JR&`WUD\OWS+OWH^O?U,OW]M\7M8P8ECX`OCU7P&*FQ MK#I7QB18QZH>"S7JZ',]W@FJO[%(V`GPHVO!VZHM\#ZBE:L#?QRE\#X:"T2` MY*!!4\5MJ#&PE.7ZJ+E=CV=)OPM!'YEX]GNY?B@JZ607/CI0_WRW_6UYW=+3Y MV/`G3S6?>ZD(X)SS%!1J985$K=4N5=!4L!H?4'P&EU5V29*C::@^09],('_TG%0(PD9G@I;5O5G@,5!> MXX;H9E3*TSNS>DE0M9//9'@]>H***4LHJ;HP!N:\Q)B4SAXW$F:4:QV89[TD MJ-I):V()JF"EUQ8HM]XDS>`D<0?H&'EK7>2Z$W;+!%4[.4PH085,`T0?$Q@* MO#3*L%A/G!N=NP>_CBC9(`3J7@IS.S1@@%K00)66,LCJ.`V#>O6,X(Q*V M`WL2P`DNL0:*\E=H1K`RDH%`ZJZE_ MZX$['PPCWBB:7!_F4<@G^'B-,^A7.`Z=.@KQM1-/2_O^);^X7C?^=:*+2=-7 M"^D8T9JS!)4D@D.:`*NGST"=[0/Z>MC5NX`;W829#7WGS#D:\FK^T6B36$JZ=-E:!IUX$P'KUPHD946I4&[D[$0Q!0%_^>_O;W6:[OJ_2W77: MY>^+;5G=S%1>_UZNKRJA)^6:_O?OB[O/Y?OEW?+K_=<3E,P?M`C,@D1JJ$M? MJ`1-).X__&#]7#NL=$*:U4A2F"I/%W_VP-.'00NKN`R2&0'<6B4P)K7Q@)!* MPL$9W1L[29YF2>'R8/ICS[!=9="7Q?ISV3@+\_S-`IEGR25.1DG:6HQ*OSA" M/?E(W(QZ8_9&H7Z@'JER>1].CJNU2\);;M^M-IMRD_B_7%W_=G>U+A>;TI8&7>4;TI;]PSX$]7[J,KHK"SG!L9<>+[C2UGND MGG.C@B-IUX_)7C#4`P)DDTF]03)U@&]+NZRV$)>[VL#=/<+E][F['OE[\];+9UL7`R76J.MMZ)DWE-5''";CZ@]%&Y)[`@#=$ MK5$DT1$)[^]ZHV&[H8NT;&]9K`1KA`0JA/=[S2TP-Y*B?Q&Q;UED4O%)K71Y M'1-*3?(D?WN8ZZ?=7'V:*]YOWY6;3?47E.W^YB1)^_JE!0M&)(PX\^"MT[:R M=)\8'KDGU\V;I.]$I-21COW^./E5/?F7O[TTQ]8ZMMW0A?#$]@#<(?7^TD]_G8H[?8R)ZD"0)&M*&##!,QVT M,R(X`T+JZ,[&W>=^*@ZH4A*X$$Y[9J@&$*K&Q]/L[@13W]5ZIU-'I^+:B>>M MGE7@3&H9@F#5R5TLK,J"'0,,)O83*CK6P8>@+2$Z.2[@N$A>3#UQH?R,+IF_ M3&ZMBH[;@3K94PK$1.J0J*22C6"6Z^#B'IQ@9W1[1$?. M:B-W)X+74OF#S@0%B(#")/RD"6&O:@,1N46WK4V<:54V-A5UD]J?=@C/LUC1 MB`(:&5+O"85,@N2QKKKX&O.ZC=Y;U!_Q@2NLY+!_*K;M?KT_?[W'V MW4(GIX))8<%8:3$*RZG;8\K/MU%[3??*#*/..H1[7'I]6-U=7<"PP^N%LLQ9 M'8AT5#G%`RA.'U<-0'ANU'V"-\:,2+%LO$?+[]UODQ/S?I'^O=PN?^7VSB5C M+&$H@D[.')<*T5JOJCMK*06MJ3%GD^1SS^U9`BPZ':,D7G/C+$FH/.(#-LS@ MJIIQZ-11;J^=>-YJ;B\(KCUA+G)$2BRS(,)>*IA]Q^X$2=P[C[K,[;43RVO) M[05!JZ(R!T$D90`@[:[$:+>J@,#F0[9AA-\DM]<.\RGE]I@Q*O+J-$SZG928 MB%!/W(4Y)8(ODUN[W%XK4.<6I/?$"6Y`"T*C(RX`@-AC&OB,4H*C;G;=B>!" M=637ZZKY1M588;/S^ZI+0_^G7*P_WKWD$+0;H'!:*\'`"AL%.*^2VH[U4FR( MV6F[J5[5&EUB'CWY%GN9O+IC[3\ZT]?RG6YN-DVW.$:CU8D-:PYNJ"E M5XRSD!96^4E,$6X\4S/J##PNK3J!_[5D$3513BHI>0!KO)(A&%HC&*7.[8_2 MON9AM5WYU[F5#[WCFS4U?MT1TV7;-S M0W[E9(X%T1DJZ:774BN;-IODR.]"0SY&QKB69UMO3R8GDV2*:3+_VVU>IAZU M<`:#"D"5J^XXY01YA9/3,MEU@HFY=F7MG5:7YV8R1=36F=M/[&14[-,Y+F:. M5("2T08:N$$CHDG*6\L:4,=BKBTT=2=N*/X-(Y:A.RX\->H^WAW='9OHSDN& M+0@*&S`9DR(JKEF`&+%&"0G+C4!,L$!^5.4YH(R&8/*)RW&;\[;Y($6@,0@A MP%''%37.\]VU93L$#).YIU*G7N0U-$M[DTC;WDJ/\WBI?]GR>3^>Q>W7W>7+ M#7;X3D8N&)>4%A.U5O^OKDFO638PMN@JSZH5)@0&53WE-L:):8Q5[=.O=WL>.Y3[S(:).1< MM_[!OW!Q6^'TCR]EN4W0W7^K#/,&K&TZ1%&E`27AWJ)!:Q5SP9IZ]<*ZW`Y. M4^]:.S1#>Y)'?S'%OZU6UW\L;V_3^G]+;]]]7E:1\V16;\<)*IZ8SZ%!5H/H M8:MQ"@+*<=3<).\VF!A(E%9%+JLVUXJ>ORY]1"R::(EV`Q5:LF@L$9I%2D44 MB@A5HU&U`1TJ&#C$$>+(:4`"C*(>'PR'VZVJ]7?YW-^YNNQWSC,@XJD,9 MF81D14A_,!"CHD`A"@E.16+\2*HC[7?+;?EN^;U\MH:G,@M_?BOO-N6')*%/ M?Y2WW\OWJ[OMES,)[@L&+JP*@45P1%(G7&`,J4QH*1H(`MC_AQ#%0&4:+!3U6)'7&U\?Q"F-(\)C<6\]!.L$C*/&`"ZNLM!EUIY@B3?.D M,%%VIE]_YBJOG!$+IF+5@1T,"U1))%&)1VQ$`LKF)FPGF'.8+$,SY#!-CL;5 M_4M%N9<-6,3@#'.2IR^8)2/9,._\`S+2)Q;T7][VYAF:(8:)$C0]VRU!T[,% M)8Z(0*,$9:73EM%D].R0`<0@SM8&O9X,Q&0)VEX,HSB[)W[TPLK>J"-,0"LJ MA3:""JV3J29\A&"LTBPJ?_YD=$_U(D_D\_'F6(CSI8J0DR\6$)D2'-`I4($; MQUQX7&UU"YF:T6&FGECPF.QKSXL62FZYQG[82V?]P\V&Q7J<9?'^#BL0*HYG0''1UO)4A489JP@SE M/E`XW^MS@`*58Q9Q\R9+YP8I//5*1=1.5"VF%=#J;-,C"M*=[SLU5W72F!VG MJDRZA'YDYQK_>K_XSVKM;A>;S9D622U&*4`8!A*9%59SG:3JHJ@Q@)C="G6" M].N#&,U]Z`N!'YE\A[E_6'P]WPZIY4B%`.;`B$B%$!$=`QI,C45(?S\?$O;" MD.8L[`#]EH7,;G6WT^?VZO_NEYME)2&WVFQ/M4LZ_4HA!07TDDIJE*^.A@H2 MZ^DB5V^#+)<)+NP3`IBK>>[^X6SSTJWAB&I^@2,-WBT"UYUQQ MC,$XS96)]2<4.&]0WO%Z,L']$2C MA!+>>HUH*$CMZ\E"C,-U"ID!0;I$>I`>CU6/G#.F]/Z9(JV:*$TD*J(3L1$T M8_7\?;U@7J)U*E(/W#@>TS]VOVKCJIO()`<=I90 MY-)Z8BP/N/^B"'6Y'<4F>0:H6]&W*VQHA_.XFNN?F_+F_O;=\B:O&._P>B&L M$+JJ]M*C=[&KEY-\ZSV#V\40AM.*K)3$I(1R&BDY'%]$F!. M_F]/22A[<+`>+])^G"S^4?Y>5<;=R:L=O*]0H*4`I1PG*M= M/7&(^W5*Z0>S7H:TC#,E_3-S.L1U$/X\3.]L0OF'YPHCD1$5O=3<2D24EN_7 MH22;4\U"-_+\F247H-DR7U/U);RN&OV6BTUYO6M5>"JO=_SQPL;@!5-(9%*K MSFH;%3Q.4S$S7%N#`82>)YY5YR"VSD: MO5JULU(F>H+41@-$0P<4LA=\^8X"'6B_5%YVBVI$%8?"TW?]C-$2U\;/L`=SZVRGZ+ET+%+>2F60W+CW&51/SQ7.$N-DSSILAA5 MU,EGPEBO0S,^(X_B`AD>84,.@D,RH6Z?:Z^N[K_>WU8U:8=S9N^:L>3L&$7@ MF@N9C&@G:8R8%*6P]?J=8;D,:JY5?KP#ZM,K)%+7(`])L@8<*J)+TP2-R@4E M2-4EW)MZ]D`A=^.9X%5TW7.C)7A#BGY7,)^P]_?K9"#_GISMU:FSQ:=>*TA$ MY9E*OK>J^M,ZZG&_2L1L@W6"7DKW%.D`T"%I\Z__9^]:F]RVD>U?POOQ$<^] MOI6-78YS]R-*&7'&W,BB2R-M[/SZ"TJB9(\EBH1`BB-O;6TV]A(02M\,H[&5''0@U^F!(2I? M@VCT*3'3QA"A`$;-2@WDJ6R:8)7\_%S*`NGX^^?>F^7#I@U03%%]91L)SKT1 M5MMFTR:$=JDI0MT+UK]JU7,5F%/-`?IOY1Q'G88,6PWBC@0"2RPR^PHF5`AY MXSKUUW[R#FN/XJ8<>2@(CXI,2=BL#@N5^LE/.)R26>K=E$$_F*>J#'[BLC<2 M6^2EY,Q%MP03;9"G`@M`K%%U3/:V6J!+3(/JNB^SXH@SPA0TD@,85^"R M!.`4!33&I]%K#9U*+R7.&*#41!&CZEO<$D(<-1%KL*$>IO;,F"!YIT:VZA8" M[)F=\S_UWO]]\50L'[Z^6<[+V7+VN5J4;:F\[4."!1@I;HRL*_QI985BC:K0 M@/L[NC,RN$"K02`?0_TUD?1ORD]=,.5G1@2L'$!6`:VY,)S5'QUJUD:(2&VH M,L'=96[;FP?16[%E=_QWV2Q>'!N4AA(P&-6>(@()3C#E^_4:(Y*;1DU0(5TM M\0X,N@;;*VS3+]7S^EW],AT-TXOG@U3("!U];X2<9,(K2O#^1:W%R6=X28K07&D0[ MN7]-!_P=V9$A")`-V)[RMZOR^<]H"5MD_OTC`2JNZW4H7!>L=U)3U.S.K=3) MY7HF6'QE"#E?!>;TD\4MH<)K1[B34C&C/(/-SMMB`%*MP`3)D7LS>2V6KS6% M#UDCG)=&6^FU-0A8ZII5$L]3@]L3W#=<(>$^*7S]`!V3-N\VJX>/L^="/3Q4 MF]I_?^J77=4Z/C"'.85$&1)A-<)0(LA^W=%*@M1+BZ\IH_Q:/N4$>/08<'MX MZ%!.9[.JL>T:!NXU:7V/S"@G@:\;V`L5;;MK=NI.<7.'O6FOY]YH<(\99S'5 MIS_*Y?:EWQ?]<5!^)?EXNXQRR>X_^W^507 MMIJ?;GQTL<+=B&\1H)'.6"X49TRJN._AH'%.'#$B-77I563@IU)^NO*96L[3 MR]4=\R!_XBRHZ$98KZ&F%%(;K;%BF.W3V"1AZN*.>:!4A99>=$,'"J434C-HK23U21!H$OZD]?<4DQR(03WZ#686QO0TT8F:NS^? M[F%*.Z.5Q`C&?1<6'#FY;T>KD&(7G:R+\<@FK%*])-@?W_1X.I=(UV=X$)(3 M[#3"DGLHE%'`HF8IUK,[##QD%G$U..CCI-BU;J!Z]`[L.5/0%E,<_6BBO$48 M:`<]:;`@CJ<&+"9$P&&H\4,&W)"P3X""/3L()LP6%!$:"8&!DT99Q[PS!TPL M@'>4?SD86_JQ,H,4QF#FA]5L7M1O>#XKX-RCP4*%!)2TKN:NX[>L(-/-:I1T M=Y05,JBLJZPPCT&:\3OQ&AJMA@%4$X0U8`X3HO88:$U]:A>A":4>C&))AX/\ MQK0;N`[L;\>33<(0Z[LP=L/_9[I,?E[\#HN M!<#">4V9H75.EZ+-ZU("[LCM'$R077OP]H.Z)S/&Z,&KH>4,"NPQ(H(JYJS< MWW_&AF-[1REUPW-E&,S',&S;8N2'4Z`WRW>+V4/QS]GJSV)]/)Z_N#_O,4O@ MB$KO&:BK02&NA0.F4=VFSD(/Q[*BXU_T]]:TM7U9_E\NFX MYK8:\ZU#`N*&":`U%@@I@X2/]KYY716=D?LY`QY>366%>@SMM*UV_@,8E[11 MRZ@@(E#2`0DX$!H[H(C'S1H-M:GWVR98A7HLW9,/[9ZZYNBT'A7?6>?UEY:, MX]2I`L'1_:`$$0XX49(S!%RS/"E&+"+Z.D,#(^$^N+8P/RK#Y3=_'+%%!3RXTX*&88__/ZW;KAJ7`^$)`%]-P.7IIK%[QPQB`# MH60Z.AF>4]2\M/4GZ8#BFSS$1EC4_?=$RJM/3K)A@!^'.UU MXCU[Y9IWFB`8#;RG%EAGJ#`0$PH!]U@@%O]=P]16FMT+=-\?Y09!_L9)!]^T MY5&?JM6Z_'LK\;2\@S.3!2,\Q0QJ1(P!2".`>9/]XZB6J:%W,:5B\1/:T6>2 MPRVTX:_%^AI=>&IX0-I1)`6AVZ[(Q%MJFR0VAS!*3?&3T^G0='--F`'W,=C6 M8-/RZ?RKJ"-W\;N)WO_LJ?C]N7C<+'XI']LJ(E\S;8BP`":=]HH;1>IS?<@; ME"1VJ8$V"'[J<,>((KG)';#M.2_^4JZHE8 M)Q\JOUS=#^>=;9Q)FR@(8JP%2%)`$(J^B%:,<$\@BYI4V>3LA`D=WXQ#HU'@ MO[4+^(V+X+Y\+I;/Q45:YI@V>$2AE!)CIZ2$&C()]G_SR6A;F-^L:NBLHG/-G`JQ[NGCNG*,*,R.X-KQ!L38.K_],ZC;F^P;" M2;?W^X[7#4*SY=R>OGG7T_RGSAL8X-(A!3"%Q``;?1J`FH7'/Z9N*B=TQG6# MW*P4N3L75U;SB#OD^V(LD`[RN=IX[\\ MK\N'J-5\M2K*IZ6I/GVNEG6)L;>/[U;%>O9E]_@M:_WD_YZM-%)K!"4WDG+L MG)5<$!'M+F2:^8LL'W*==:].']EJ=@4@R^73LZF*P\4_O9^NBKJ:[?"@7Y7;.^]JY46:TU4H;!0R35GI,D%18YB MQ&&8=1XD<'CU'^6@UKZ('^%L43>0W,2W^OK=PRUX9)@]2*Z%(.;QNCB,>=][.0ZLZ>ZM03&,)M=5K7M=EJ7WHZ,6)P(["32]=RT04)'E91U M%JUBS%FGO=NCQ)$EJ?&'5[:K&Y*GF:"?"D'WN]+OGK!E'%C+H)RU)?GEF#XP MXPTVABBL`#0*ZNBP-:@I9D8K%G*_A,TL@JD0-_[E;F=:=STLK]:H+Z<+%E*A MF!".2R810!*3`RI>"W\_)X:W(N:5D$^%B.;C+*[@3704=E*-#^T.MOYOMMCL MQ+]85'_5M_BNY&B/7PH(`68LQ$Y(X201B%K28$F=3KUF,L&CQ5O1=SAI]#SA M/KQLV;*[/G;B6E<_O/&[8O5PNJU5QMD#ILQ2&3]N`Z#5C&C&Z!X$82A.O=$Y MH/$7,]>ZY+RWRJ_V;6%`^]DJ'] M?BP`0J6$O.X1*R!RW@/3N)P"Q&]]\/M[KU*C3D8@4Z'X]LIVMV:J*=,%XJ6R M#!FFM7>:>VRL;U!QG*3F$_>_Z'>W-+T2\ML1\=3A4F_ZG9HD:.*==`1(C:WW M6&#/X6&OPY,=H/[W]VY[!IB7=1F0'N5(;Q+]'0_&YHV/T9ROYWJL71Q3WW?`B",B)5$(&(DE@\T:"=6I<;?7=M+6 M5=+G,BBOQ+5G".('C_/;5K.G.[5<'A24)]A:;HSQAG&!C'%"1CB``M&&B=3M M[92ID"ZV:B!8,S+A;.N4+L."C2:%""CV),:' M53';AB_JW-)MJ"TR_:%810]N&0&I_K-]DX<+#;1ZSQ(`B"J.&(XU!X@Z3>)R MFD59`N["IN25;C46V'U5RY?/Y2XJ43WNT@B+^$+[!)C_W:S*YWGYL`U:M!"H M[R1!46\D$$AP"7VTHU;P`VSU';C7;X8&X\_`6/>DSZ_%7[\O]^R-ZWQ7[9K" MM9&E?4BPPD#I(MN9`M@:9D54Q8UUUCZU[,"$LML&HT969/O6#-A1\1MV[M(^ MXWOXN+#E4Q=J])TD$,.H0UI)RR&`0$(&#S$?;VSJ;<$)99P-1I:!L1[C?*3F M>+$JJ_F%SL;?/1>B>X:2HC+C8-7`H/8-E.ZN/ZGE?&NZ:B3J/+&V2&G;B("=8!K5;?XHL@8A&FWHX6,`R0?@ M$W)+\C$@)Y)]U4'\(1K_*]J^^N^?"1`#SI#A"@E!,2#,`=*\4)P\]3;B!*U^ MAH_[*NQZ"K.YYCQ;SM\5R]FB]?SSW,.!U@U],"%1VU`9WU[$#7'SBL[1.^J( MFS.NG0G.#!)OB6&??SQ`825&2CC&K:0V6AAUB(PY,6L6=A&2: MF9X=2CY=-M`OGPV0*H`-A89YH>(_+4?1^^0B;EDM]_H.BDGGD<]+^WPED-]+ M>OK[F\P@WD&0Y&`OU&;]L5J5ZZ\7HB6G!P1J`.#`,^,A$$A+S]5Q1Q<53N(' M..7;<=G")ED@O0U9+@92S@T)A"I<7T+E3%(:EV8P/80D-7-WY$Y?*]Z+;$E" M=`R^-,7C3+59KE=?S]KUUN>#JGNS`LFU8E1`5+=%/\2@0/S([IDI?45;Y0=T M#*(<:GUVX\FIQP,D4L=ORG-+B&1<>Z_H857,I:8Y3VCW,AA-,N"9:83+!>$TV8>>!,MFWV_YX)\_NFR?CEDH* M(:!G%%$:-^6*(G],;M%WU&4@HYQS0#F&UO^N\-.WN2D7#<"%D<%3%S=53A!J M*>92"DV..W&8G+,X96\DERW("^VH7LDW#MDO35^]+J[)J7'!*^2(!LHYBI2$ M4$?%V*P3N>3^)E.NK9'?HE@&#H-TZDV1ML^@M?"1^E0[B2=W\+DF#Y;5/90A$Q0`SX21@)L&`FE-ZKE= M=^?N9J6$LC#N9I(80^7]OES%93PMR[^W;ZN+9?%8KI\/"ST>@F[[8FW/>O95 M9EK4X!6S!F=XW"?1*)VZZ+J%@DC48.2@3%6-W5W45Z\:QT/_MD;YMV*]7A27 M"@)U&A\@9$H19Q%%!&-I&%,',^$-'][#?=TZF2>&+F%":FB??W3^^#P(.#_V-'9%=J<*NC9:BD/>Q)$5>HY3_="DZ_<%1X(Z,0LOVIY\DY::ZK?F3$!.8&L M=/O$-X$QUZYY84U!:A+8E(LW9G(8\B)[0XUS1?.%Q!D#TQ@8Q*(B)EQRI3VS M!VRDDZE'D=UK,=Z'(1P'_E&IZ;[,/I7+[3+2W-*>,P7!/+<,<6XUD`1PQZD] M8*%PKK8[7Z:[::=]B:]9\L M>,:,B;M36%=/HH1JCF"#2'2BDG.V?IH#B\$Q'TD3KHK96SMT:]S5 M:7R0`G)F"'7Q*Y3($B,@:]:-+4V^YC'ES*_;E\WI5_K&)ML;- M5LN(R//;Q_WW\-OFC^=R7LY6[2=@W2<)6BH+,"=04,VH<9:[0ZR1<)-<2'7* M66>9@QT#83TQDYK'E@9$L>)$"6JTC7M;XCPYQ'FLALF7FJ:<_78K(]H3[)L0 M[A"B22;;Z1F"\E0@@#1E7O+H/1EE0+-V!E2RWS#E?+EAB98%Z(EIM5^K=531 M_RX>UA^JXY6W/+KN]-S!"8B]%`)[KX#3!"M,#GL.;9,K%+^2++Q1-6`6$8Q! MV?-+Z-4?L,\TP9&XQ\6."(<4BHX6H<J M@7$'G"-$8P4(%=(A?/#3#42IG=+@W9]3Y`7VAJ3Y\'&V_E>U6UB_ M+.'7GU,7)@P(,!%WM$92I8UWRA%Z\*8L^W_VKJQ)C5Q+_Z,.24?KH]9N1[C; M#MLQ$_.DP%59-G,IJ`;*=_SO1P*26EPL*3*3A+Y^<04@99Y/GY9S=);BZ&P\ MY()1?5"N7=Q[B;E)BO;X;GPSFB[KT6 M^.%NW221X';SZWVQ.MT\,2*$'?7<6%#I:,()$?K)0D!DZ3)*FI>CNE!.#V-@ MSK@,U_;.)-WB<9*!#0GZCSE1W3I%U@&/A#:[CR9(S[`&!=YCS"%8V$87I--0 MA MNNNODH=6MT6D/=AKM(`$84(2AYS@/'A+MW?U&GAQ)-,_);JD_S$XE\_.:7XZ MKWU$D+%>I`V%$>F19`@CNU5.E2@NMD;^,9F?3L'-6,2#L:1A8H MXXHR)C17")01Q-:2VB!M(8^:'VQGR]'D4GG4#KA]>HQL]N?F=#JN@YA4!(-U M$E:N"K4KQ"U;2XYI4J)+4]X,V2>I15IU`G*?]'JQ49>3[)AN(E*2*F=!>BZY M!X2MM#4*`=O2\_J0O8PZH%H'4/>ZGKV*-&N^GNWM($+P1@H&@5KL&,<$25Y+ MKD5Q5ILAQRUWL9ZU"7*?]"KGU2Y9K?56.Z*(4VF0/,/,;65U"89"0C5W([K( M[Z/9LHSZ20;MD9[=?LXJ3[<_9KA*VW4X]'7\62\*H%R5?9F`EA"T,8Z9Y26@2>]2:F``GCM MW>&0_/[B.>K/-E2RL_O\_WIB36N/FH6_?YC,?E8UTYJ&?)0])#IK%6;<:>VQ M,E92;7V-HO/%"?4OS(I]-)>."`GI92`&%C723GQ(U(XRC85A7B*9-5;!58U! MX*0T%JZQ\?M'-?\ZNP8ZMH;U6?CF_WX<+W_^62V_S]()[D>UR639A&P[NH@Z M@)!)?'#4(A*0DTS4TE--K[$`>)<\:P?F<\5;OEJQ/Z6AG?]8^;1L2APOMC$K M23-UL\>OR[O'2?HN.\>>N$\W?%C$%I@'HYP'H0+.+A:R1M1J6TK<(3N8]+M? M=SL@9Z'X[[/9[;_'D\G:26LT_;9R[5Y]U82\>[I)*"#@^=+"^:14$9,FNMN> M7A0I#9V[,#M^:[1L#^JS$.ZEV:4)QUZVC#)7$*<8C,168L.E@>W^`3R47@]= MF,V^-5J=A&[#W(^_//RW][.?H\GRY\?Y[-M\=/\&*PXWB@!4($L\6*2`6*P9 MHO4KD^!+C5H79E]O2HC6@3V5"UM?X4WUJCTVCP:M(T..&N6QEB@(9IE(NLU: MB*"YYZ6[T)!C;KMA1TL(GVGSF8]_C-:%$1(BCXUUQC<[B)@ISQE+FZ\3$DMC MG-]*+@(MC:X=9'^V MV*8N"74RTF=AUU_5,%0$9#&&,4B$!`<9A*U7:V4L].0LR:9[U8K@U MXC3'M&>F/+L!?F;N:J*;[^LA6@8!,VJ()UAX'X*QN):=$%28<3M[BDP9+Z7%Q*1U6@:B@J`U%I!0 M*65>:56N:V)>6ZB?CX%/]U#OIG_-$G#394)Z4MWJN[M5X8&]&8.+^TSX4(4E M6?D:0(,X$'J"6 MUS)=6L.Z0?K,<^3EZ)%J32$^YZ9;/8S&]4UF*A/-T8G#*$$($*'`4B5I&J5"I'WN# M?)C7NRN6('P^%C4F4%3<@,6@.`I!&LCR;*U\QJOB':ZX^M:E&R[*P3V+D>O9 MZS:T=[UL&;$6B%-F0JZB@X%YX;='0U-^AU.03?+2&=0"O.>REVYBL1N:33>M M(I&<<.F08X:``(;29EW+J!4I78N:9W"\&A_E8G#/1:"L>!9QZ*EA!)LDDX(3 MQ:RW/%C$MIMU.O$5>[K_A1HO1K^VBQ=_C.^E&)^/2TW7I3>;1H>1)3:MOH;SP$`&JK?2"LJ*STC_,:J?`',O M<:1?1E\GU;5$A]J`N$&8,XD)39!**A+:BAJMD#K"WM"-G$^ANNMW-]7=;%X] MR9'^6RS'-WIZNTTYE<;D2QH%DU[H7WNP.+'GZ+TR'!!"/K@$7:*F%C5>`9%B MKX#+5NDA2"]9XT%8BICT#Q9!,!RF*E61. M'N1^-W*V5_P2.&8J>$Z=XF"#TSFM]D8^I&RQ8V;3N?VPJI[S>3F:+\\VPX\> MZR/K7S;#MH^=I5%5HXU1M;OR53L?$&FN0(.X%:`L"@(XXK1&3EA1&AUZ80ID MRWSL=A#.2-]!U0U,F`5PV"$GB2&*$2UEC5I`Q6'OI;<\UT+>+@=A<-3]7"V7 MDVKET/K?X^7W]/OTA7Y$<4:ZX\=N1)5!J#[S,,)"6:=[CP`QN'=_<(*V/6#<_ MO\Q'T\5D)5I;*_CN)T3M(/C@B+,:,ALAV9_][O^+Z62QZZT7O6&JI]G*Y6 M[ZCGZ03X;:7,?TE/UO\WWG>\VM4D8D!`D.)>!2N-!IO^J*5#+A1G;1D>9]H= M[+<6^]/Q/1=[W.Q^--ZG-^YN%#W-8:44$2(T%SBH0'PM8=K-KJC^]>F#?`1K MBE`]P)O7>5@_59.L-7\Y?ZH1K=_/Z;')KSVC/2>WT=#F4@*)Z2=E+/\ M#V.>7]2BI(`24AJQ/\#KTE:'O#U(^]@4WMP2DPI1O5M6]_L.%OL;1A,\8!N\ MYMQ@([F4NEX9B::FMTH^%WZ\:!7EAFO)[XG_27-=S*:+QR1#>O[HV[RJ=N1P MV_O[B"QG>2HAD@3V/.0_ZX,ZD;HX^\?PZ-#6B,W:A[7_]601'I>/\^K/\71\ M_WC_R/4IC_#D^$6GJ/=(K-#>4<\H:4KS$S+ES1 MMM8R%<\W"/UH1]E:ET7*5^-/9X'%*W&_5//['$,S/6R=*NDP>D:P]"P8RW$> MG6"MW"+C2:E;]`"C2#JB9R^X=VV3?3%Y[.AAG-/%Y&^V$^P"#;0TEQ7TR@9& M'*(T$`%4Z)RF`00BA],X=2/-5TBT2N M)'8]QZ%2"LQZ0[>/S>6HUW\W_?+OV?]4H_F^$U##GJ+!G&*.O`-"@W)":REJ M+#RS5W3:Z9-IQ0`/B6SIF55;=-OV%9W&"7=F*.$X``6B):[Q$+HXW'"`YY>> M"5<*\8`H%V:/\Y88M^TJ:DD3$%Z#]^!!6M`0:C3`L-(5;H#QK?T2KA3A(?%M M_*.M%6[;55)=`8/3`5%`$NG'4TQ'(XC/^NE\6$C?+..HL>$@Y/*`@0#`331LD:# M:'5%7@FE-"B[^BW#=T#N"4>9XAOW%3,`02MD?8*96^PU)C4>4N'2+`[#-\9W MS+=BB(=%N6,,\@6]Q<`Q=<@''1P-3"#ED*DQX?IP8,S%FN2[IUTIR(,BWC%F M^>:=13!I,BJFN!`&44*=$UOTI<:E^7J';YCOG':E&`^+=4<8YYMW%H,23"J/ M)/4220O8\RTBH(B[6O-\]ZPKQ'A`K#O*1-^XKY@O_B73TDO,)3!+P6X/'<&Q MTG/=\(WT'7.N&.(!4>YTHD4J/!9..8:"YL&(A`1LU2A.2TLS#-]4WS&]&@+; MMZYF)/_G%>'8_$/MHV.4:.3VI>+U"'.))5NBQ^8XH/H`-ET\H@? MP:!3L&T8:[EK[]\3NKV_292&8JM`&:$Y"YKJ@'']NES(*UI86ARZ62?@]GVC MWB"*>U^SZ+A3EB'0ADN.L`Z>\UI*B4)Q;='A4:C+O:E%B/L@TJ?J8:,A?;A[ M/YM^RV%RST7X\'4R_G8PGVZ#7J)1B&8O/,(#M^G@B+!B-0;*X=)4`0-',P\*;NW"7JN)9YK[%&VEFK$,$$L[0?6,(;Q MQ@#2.,I^9Q>1"@U48^MH0D(BL-2&&@',6*D;WP!G;NG0[S=,M87L&">UZ"_54U M\/EZV2['RBG%E<'9EJPX2G#J6DZ@Q57FFOL^]&T[;Y]$S>'L_@"13PWOUXE% M;JKQPV4Z96I#/3(>O'3&:H*D"?5<%`JC`3MEKE#_D=6C=GPS?^DO$BJX!Z11 MD-Q+SK.BO<%&4G%-9ZC(I;X1+LN6*(`8T4 MH]=2"T8EN$@B_U61^^ M,V=O7"S%>HAL;,NU\\T^(W(*$$T*:L`,>Z,H9J3&1RE=:KD;OH=G7UPLA7J0 M5&S)W_/-/B,!:HQQ`=&DRBJ"G#>U8B()A%)GX^&[??9&Q4*HAT?%UIQ`W^HR M&HL#T41YISR1F$B!1(V.5Z'[`FG73<1BI(?'P];8%PVSP1LNG:=>82\I0[1& MPK)0:BD=OH-H/YQKB&_75J_5=?1E6;B0P4PJQBB3-B`(W`NY*GBEI03"#P9E M'/2?>;K`7X_EBT#M%6#[BJ$U:A\]TIK3X,!;0XP/07%="^.)*XTP&;Y)ZNA1 MG'4/:Q_+^=/;/[."'R13@]814Y8+2VA/M'<)56YDJ&4VO+BVWO`-2TVIU!VH M_1+IQ4ZSOHNKIT.8S5]GJ&Y.M1/ZCR18X;D#C6P"#3E+-&QP4TQ#J<<@7`RE M^@.ONR/"GZ/YOZKEJO1U=?.XKN[^;OJC6BQ7+Y*#?-4+O.88\:^9I'G,BM$EGM[ZOQ_'RY]/KWX@9N7('J),*RUVBE#&+.:**I&4 M\5IV;:^H_&@'?)CU@?E`^'8PPN7H/J)4*%=]#9P2I)Q!"(.LY;>,E]I[!\BY MUAG1G'%%F/=B<%M^K^;ZV[=Y]2V767QVT-D9.'-LTR0M`<\H9I@:)S%@++?2 M:BA.7W*9#&O*@-?VMG;![E=G6V/Q9[7\/GOVYK]^6E5_C>X/U6,^I=M<.M1+ M)RPG03,`((R)-4K2NV!+R\8T-A?\J.9?9Q>_U?8X%'T0=M?K'MQT]S>,F@(B MG"FPTFEAF4#`:DDA':NO9QWLAQ"S#M%O&'7Z<3+Z.?ICMJPFBT_58C9?+LQO M__7;GIC3?0VBQL8K)?W_LW=MS6WCR/H?G<7]\HCKG%3E)*DD>_81I5A,HBI9 MS$IR=KR_?AN2*3NQ+B1%4A)GIRHULDU0Z*\;0-_0K1CBQKO(1=355/.G\0A* M5SPK>\!UB*UF9VMO[["!OO!V-ODRFV\VY?\K)MGXGKY??,P;]3)WX5M,WY6+ M9?6CG:QFM6ZG=OH]24L=H[#:$$>$#`[%H"H(.<-A(B9O,[Q[FFX\?R_D<>/"OR7):7^`[ M_=J$D%`!MJ1`C!#&V4KC/#?F(R> MPZ9+B.BO:^J/9;D"*)?%9)YI^..XA=_X70GL%,641I(RIKRSEN'=DI4:M]U@ MKU!7O@FQ[9IA5R?`;^&GK@0XORLIQIE58#ASYR4QD01**SP""6UCDO6OINBM M`"^V'N_/_Y7C/O@V-KU61F=-%!Y9[".)3"CO=Z:&%6UO.S>^Q;+5:\-B^E^1 M[8A7%\OXNF16U[ZIU^"TIA9X9W#Q@K*A:;:9%8KBT[6'.H[6O@" M^OII7+\/2DPZ3@@&B\D*15W$..J*2B[,B%)JNF'VP=#>F<@.ZFNTCYN-<).C M>2*,?'!,H0M6^7B$M@,)Z\7-?#93!DOW>@>SWE:MJ0BND^FU M?U1REFM/L7*.2J0ME2;L0,>,CJ@#Y.7%9%].6"=L&20=['NY7.?2JDUR#`\/ M2A(!7D1A;3EW#C%JPPXU:>)@J5Q_0<'KC"O#IB&^F&V=W(GC`Q.73H@@>71$ M(89Y5J@K2G5LG=UZA?+7@YK8*;9#2-'GV7WABQ_E:K9>F;6;+)>/L.XVJ_*( M"!T9E0PAAD8E**Q!6(26DB?+S`=O"1UE5N!YS"[[`O>R3M!6;L\D1!1(<9;K MNP6*/27(5:A9Y`=K+3!L)G.G`M09NL.Z)O?][G^+^?1S&1\6T]TEVP_+\MMR M`,54^6J9P M1263JJUV>X6G0S?,KN^^;(9LPWSP?<38QZ>E>,`C66-4TE*A(*6V6,.LM4;( MBFK2WMLSBO@.KC+6QK_L"YX.>'K0T7?L\02J,B72!1.LB(0KI;&MIADLOQHN M=@KY43:V`J8A__XHY],/8/3^`*,UGY!';F?L?S0%QT`/8-)&IY%51$F*GJ9G MI98CZ*_3#7?*3G%LR&;_A*0K[W--FPW8'^:3Q;$.<"?&I$`)@"BP8CIXI2SA MF%83CL2.H']7QXSO%M!;=@\14%9(%#8&(G5@3'A6:2Z6M[]>?T6BT\-9WPNV MPY1N>+V(&AHXV>:$%8%M],@RG]VFA#]1Y;@X7>+O^D^9KMG[J@[#V:A>2E9. M-_\X,BH)SH0D'&PCC*7T3BGN*QH)D6UC51`&`J[M!3K;L?7V'2^H!BU!K?8=V*[R;+[#C\>=$J=GTX M#*77H'1J@WT0T44CD$6;-%/':6"GJ\VV3I)#'),,1A&.5;J'18A M*.01ID$I)?\J*8NU^774L]`&TBLI\M5143FDC#.*$U])CS9&O<(S.C\"% MW`GG6Y:/:X;NE4A6A^7CI%?&1Q0,Q]A)IBWCVVLF3M`(<-R^=/4F$:W+QS7# M_-;+QQG.H@Z*Z8A#,-HS075%+0YT1'G8/4A`T_)QS<#^JY:/,]QJT.`]EUA( MBL`@C+%"26O9=M.[JJ2+/@[5`4&_Y4)Q2'$I2?8Q@+6)`Z"L2$5I"'%$W>"' M$8AFA>*:H7_10G'(2AZ"=2QX[I$SD2"S0\"X$00DN^99O4)QS7"]DMP04#A! M&XB*>DY$$-9&OUL.2.JV5:FNR&G7Y9'4/:(72RI281"L4`MG>G7-8MHT-7U$V0<>,[Q;06TY$P8[[R*34N;4!HJ`W MTYU.@T1H6S_MBEI,]VNQ=@!J!QK"D03_VFK#D761W0[A1E MAIG;/UFZYNQ1=:([J"][-VE38.KCBS)IN<34NZ)=7<=#+TLF.J,-X\$0CSE7 M7E&Q,[NX;BM\5W2Z]21\@V%^J:26:L8-8__5L&08H]$S291"DD>!I98[?SGU M9W1D_(M(5H?H7G8GZ[PL+6@1UDO/P(9@C'!/*:MHYT*-0*VZV)YU#M`-5:WW M/S+^Z_)C,2V*^V?Z9HL/%1<^?0>4]BM9M47Z0AWG^TBITTZ#YJ`4X&QCX+G7!=GTZG5!VB!.>A[; M.4EW;4F/=Z*O.39I[YV$8THZK:.&(\P27!'A!1]1M*T;7A[WGYX-\+#K<>,= M&,^"Q-8&IFBPGBI.@T`,E#$:I65<6OA%XP79&Z5UNK$?'9>\0%X&A*UG@A.. M/0-Y9XC[TQK>+[]-%K-_;X9=1$]X M.0%7+E;E?#;="LYB^N$%3>^_QMEBLKB;3>:?X#?%QN*JH5!T\OY$!1,H2F<< M_`-)T,&'K9*'A`"-[S*:QUFTU3,T^OJJI(R+8"`''1`81"@2B42%J/5CLDL& MEL#?P/'"M"$>>8ZT81Y%[R#]1F9-D5Y@V=S9NLTWS- MXV"RYR]/)*&YQ]))0YQR0FD1L:HF8YP?P7W0LUA0=H%:6Q8>R=C\[9ED+>5! M!PS2\"`:+:EI.D!%<23N#%65GP#7D9WR8SS\5RY^SN^)(BN6KIQ+#6AOA M(['8PXD1K.`[,744C\`OU`4WS\6M(3,_%?/B;GV:G7N>2U(YQS3FW*H8O$&2 M,UI-#+<_,*_(.],%0\]'KKG;=UK,MG8#?/C=7(!?I;!8S]:/]O%MYDE&?[^& M=.C1A*0BR%`,^H(B1-*`8MPI#=ZWU96O:BF?KRIU!%_W[*\F<_`T?OU00C2B MG*WO*)$Q]R/T`55SIHZ,P#PZGUUE1^@UY_A=^;!8+Q^W@9ZG'WZ/]#S].OW] MTQZ./_\Q<=B3'*$(-`:JO,3(8ES-E>/3%;]O@]-M&52>B5?3C*D7N]#;([<3 M#CR9E`@"]BNJE**!!5`D\(XN.+U&<5NQ"Z.V"_0:LO;=0]8%WG_=WH[=)JX7 MT_?+N)PL@-95,=W+Y]/#$@@B"M0KYC0SR$K-XK-K1O$1W"XXFV%E;W"VE(*/ M97G?7`@.CDJ6&P<;D]1:26DLU83L=B4XOMIV*+Q:%:T+&>@*S2&"[]68@ MVK10_L?WV=WWK0;S1,2Q1/YZ+TC2B2@#5<8+HS27GD6S,U7T.*Z[=R-'O0+; M8_@JURIZLX"?B]]N&]6-7KW265Z]\4ATZ=CC<(YSBA2SDM'<6L@AL+Y!/9/$ M&V(E:I[XVET5KNV$S6*Z^2G\F:^]%@U#V4W>DQ3VDB#BB9)@C`3%4%0R2R6( M4%!H!!7@NA&%?:6X>@)YR$7Y:W?)O+O<_R@7.2+W9O'ZZ99QZ/Y6PXE=_/$P@9-[713;J3RQ>^^, M3XY*)B`4#0K:"Q>YYD$'NYLXE6U[4C1>=OW6(.N"88[7X`[IC+7?TGR7EN9.QHR1ZAAF'O&*@0\ M4OW?A+TU0>H=XR&D+);+`M;"MI/!W>-GV/M6``9,O+K$:PO8&HO/DS^/B%F# MMR1#$?-:&PD[(,*<4.Y0A0'3J*VKYXKNQ?8B9?U!/(28/=\1V*+R!K9>X..Q MY+U#0Y(0/D1.$#>41Q,]M4(\4Z?:UC:\HJNRO0A01W@V3:797M7>@%U^!5O@ M"Q@$Z\?]^33[GTW$84$Q$4J;P+V.8#O%:H((Z[:!/#%BA;8;*!OR.I]QO]=I MW1*TE]V''T\\1RR%L<0)'#%%WJ(=P<2WKG,K1[K$.\3R5NNXN""50883!W2" MPNXBW1UY6+?>(]1H]X@>4!U"=C8(?/X^67PN[G^4R\GR\0JW!1MG6VD1V]+ M70+^AJ=<7APEZ-[SHOPZ6:[_52[W5YG8\UPRP#^_*'`S[\I#!WN^/._!L(AA[RI&DAF-E#*;&/%94-FYUXJGXKU>KZY*73(F;;WN02:-,$2J!-<"HU-V.3# M;B=&,6T=W1JSY_5\'(?0,3XLRY^S%;`EELNWY62Q/7B>(@'[LEOJ#02\`E/1 M,.45(0%KL+B?O']&!BM:)SFU=;%^OHU#H!=TFR8U_DI.G5ABRDD11%-D*8I( M$(911:>1&F;8EMUC]72>B^!@YL>[`X"C"AW@9C`A1"^ MHI1BVS9G"3=W:I;KR?SZ9:476(=,CFA77JR_;`<=');&>XR%9D(%Q:1[2B,1 MO$88N<543Y9M.CTH>2UY)(H*J2*8>[D`%07;P!!K+%6M&YO?2HI1;:X=VF+/ M1;3G)?.V7'P#+>7^[=:!/5M?M"[?=DI/OO1?^G;7J45Q54[E@-M'Z5VWD!\T=?)[M"Q).+N"FKT@J4.U<%-$%QA!1#*P^0(!)*H5U M?D1MR[H4AP-G8L=H#[O47[II1[7(M8?M-$B$9+2!,F"N#5NN!J:Q=1=W,+;_T_F#\51V6DT/ED5 M"74(##BO.<:@X&4ESWGK:*0BM)6;QN[_&STB^P1[R+/R\^3/O<#4.!H/#4TN M1DYX$(0XYHP32GI;;0*7-WMWPHIEO_+-%L44ULLX,/Z`^B! MLVWWXQ8[58,7)>LEP\Y9(2GCVGF)4+6BK**Q;4'%*\KK'F;?Z@_S2UF1FPYM M7R:K8FJ6<.A_*Y[:PG5G6[;XAGPU!E#2BG!O@\T_!+W#+HJV.5Z-L\IO75XO MP(PV"3Y[PHWORO6G`B"6\I M1`-L5IT!W%]@I?(/F\4T_/-A]N/^A<@,&DVI)I)UC_7+V=0(IIPODX![@NV8=?K)8.@_2Y;;)T35!&54S=S@TCN\R4L[;%0E-J32>[] MT/QVLCB6N)__G(27PF.JN$-,8OW)\=%R*PD;C&/<;0&EL6.QL#: M7DJ\PE!B?Q+4';X#76_=C\,I,3H^,%FFG<$&]EO*G/#,`(05I3D",5@@L7?_ M4W^2U"G$`T6D'^X?-B4.?0%\NIL]=97],2^>&G2^K$5UD+[CT>M.OB+%R+0( MG#)8D_!_A:C=+46L<=M(=_WHXP`7]OL7T0NQXZ([XXL2\TWV11B6G*4!>Q2P MSC?T;"!![#10HV3;5)WF(<0Q[HK-`1[6S?=NLLS7DG\6X_7W*2DD[&P"(6(\ M_*<"`ATY.&+@D#+R9!BS'YH_W7TOI@\OL^E?47"HTW;35R3*8;N2'#0[A:V4 MC"&G*@1BL"-HW]N#-)2#@#V(;W$RSW7C/WTOBO7;X]TI3PU)^9)'!,BHD][' M(*75H-^%R#@CXC_L75N3VSBN_DN\7QYYS:8JD^2DL[NU3RQO6^GV&;>5\B6S M.;]^*=MRWVQ+HB59K3XOJZ72`HM0^PU\&%MO!^%H2=/*A MR^I!@4`(N76(%X%XA:#TDNPH]`YAD>J(#5"*+F=R#:E)0K47WVNURG9=$'V^ M+&K'3KZ&7#$B>,@@AI)0)HSS0%.$HF'F5=QPEF`["S]AL[SX M(A#@C5-8(5Z\9`$80,0( MRI'G"MC#HASCHWA6-YD1>5NX-63F33;/;M?5[#SR77$!`(5V!$CB&8="%<6Q MY<*P28TF#DC[ML'0RY'KPQK;%8O=1&9L,Q:>&A9%#'TZW;X?-9D_YC:N=)'1 M_C-?3>8?EOGFYRI.,=\4Z3/%-_EB/5MLLNGNO=:B6+8B#-'/`@)D1BIHC=<, M<",Q$QKOD-2L::T/!Y\G#:VKEPQJ"(H1Q#)YU3 M1@@'&4(E-H2+WE[7[%Z:AR9L+\O*>F%@4T,MWRR?F!,4/3N*)HOIW[Y].&?! MU1X>""5>4..%]!Q15/03DR49*BJ6\_J<]6W"Q^R^Z*A_X^+J:S MR6+R,Y_/5F8=MK]/54K$%]+?(K_7&;5 MUE;EV&`-B)K48<(-E8!X(+`_F`'.CB!4T1K':TC0)=A><%A]6,9#TOPN>%'W ML'H])"CI"X>?($]U5)O>.R`.FI.!5(?QC8A"(NN.'DL7@]M0%KY.EG]N?_]S M]M>_\N6?9V3@^*AG]*2[[XSI[ M2"I%.`P.@BE/-+(10PT? M!4L1(EHP("TBPE/F'"FI\%ZGRLP`+8\V6?JJWU,RHKV4T$U^SHI4^*)H=/4L MJ+G-X]&__YC\;[[<=J`ZG_;?;*+@)1,*0^<$IIPIPXKV,7LD(`"I9]L`+9L. M9:M3S'N7OD_1`,BR\V2\*K>I4F@M_4+PS"I#O$=02EEL8B4/+*($CNC:KB]Y M[8T9?0CRM^SGY/>VTO[+C[(-VU-JG_1L/B.L#68)T6HIA'")RW=XK]M'K)I2BEJ+[\?*`2*2>`APU@AZJ.O??#\H$R.?S7V7/IH M'-^AJ`^160UC*Y\WA?.>_[@O4J)6J_P1R6?!2T`0E9YC:/%'0&3'J#' M99%4&1I@5^\.)*@%1'M/BCE_TWD2)%/=2[F]7PF.:NT,X,"XXG+#,&8.P6?" MD^M,!MC_NTO_^FH,Z2'Q(,\$89C`SSP!@/ M!`6ZI(ZQZD>-WT[[[@[%K25T>RN(^_CP8?%S_RY<-VGK\O)M%,6C_:$;WN[K-+>\R? MKK'7&\X4%$(,*HFE]IY2HSP3<-<$6WMKJQ\OO`(>=79_O0D"E8)*@B@&"$+B M&>2*E-1+K$>4)-V97.0]`']MG7#-[DS74PTTLAY#X2V$B#J+F#):4LR1A98[ M4KDY*J-7]<`_U8>IT?AHI5J@H0042Q(-3*\>]Z;A MSWRQS(KG5V:+NQMMW'^*]Z-.-RHX_7E`!'`IE#+6`FR)!][182'=8*@;)CR0-20[:X%0%VY/0O(#Q M^Y\]DU5Z\NL@15P>%,!3XRW6W$$GRD5Z;T:Q]=OATE&F7P+F%:KH/]7KP'=F M5(@VJS717E4>"J6])M*JDD;K=.HE1>-$K2ZO7[L]+=I'^8J25%G;='9?<@6V7(RWQ;* M/\P6L\(8+QH![]7IZ0*)I'F"-QARHJ*)#ZB+&Q4)QTH<@.4C..1:EH>7_6<[ M1+NAW5-/,7\Z4R31>(X``/>8*&.`E)`"*Q`K[4*GF4N-E`\HU[-K]ZA;Q/M) MZ/R5+3:9CY!]^6N13;=MF,[G;AX;$*0UP'HGN+)8(8,Q1+ZD+&Z8432/ZXS; MK[(U6X"XH?[Y8[*8[-[C+MY#6D;R[F>KS&='+]+/?1X$I9_VS+X)3%L;CS]MM/Q1D%)7[."/" M7!#Y?LZ02[A]"::7,+A0,3M)*W-=9W6X?G18,(0J*8V50$*BI*'<^'+95IL1 MM`?I713:`+I'*Z*&W1"EFUN-,6&21Z>04>>C)5VN/OX]]7P84(5N[Y9"4U`; MJ@P[6V:WQ3E4TU\ZJD":3A(,%E`6#>*(L\IAY)B1>Y((5"[U9!E0+GL?ZJ1C MV/N+T'W*5UMU:';ISI&4QX9>AW3HK\4+9)'=Z_5R]N_-NO#JON>?\T61(QT9 M4@!0)K96AO;:_L'@G#56H\@HSYD"R!%6[E$"XKY]^VGP_2F^0;"H#^'_G*T? M:3TCL\^^"\)P%IU%!@A!'@,"%"8E'=+[5%$;4`I\?Z)V";+#4(]?LZ6>K&:W M-_<1THOTWK.9@H7:F:+)@S'$H;AM@.(E%DJ"U.<_!I0P/R2%=@GV@Y%#.YMO M(EZM2.+3N8*"SA,'C&5<6"H0I4H=]J54R6^H@?\7QO;A[Z4J:+YE\GZ!<>=D M4Y,_%$;NEH*]O7M&!NM-$$T&)JUE3DC-H"(X$\[=4 M@^8-!0B:N)$$1$I:H*`^J'4"4YU>^*ZBYZUBW(?T?)\L[F9E2X(F4G1^8)!Q M:PCJI#04*E%H$`9)KQ.*6VM-.A0')>2CO*O3?+>A]"-R'/)_^-9O/'RFH M"%H<'Q`P!X:K2(H35CEKC3$'RB1)K]]ZEU<$K6#?N;+R?+W(R%G)*OY9$%&?UI(JRTRE%($%3S$_JB6 M+%F)O:L+A][POW;Q8(.\LO=68>BLA,0[2"U6$"#E7?3*'.%*\[C6ZD9F'67H M'MHEGR]FW=X/U*A%3IHO,.8E0X12SC%%UFOD3<1&1&4,&1;ON#2YMM2\S.'M M@0_=*9MOV;;IY]>X\M_?EY/%*D+QM'EFKRKCU&)JZ(BJH0%QCX2R$6:DE.=2 M8[TK#3>>,``K7=%^*7Z4SSJJH,$L@2%@@>>N2.$4(!ZC7/(2AVB#N3$5AK0G M%*_27KH"O/^=?MQ26GV>+'>)&=?L4M"E0N#:$FX8`4Y0!2C7$%NN*8.2,:.J MG;RNK813!.C?S_[E1!N#B^8+!$)%B%;::JBT@4PJ6F(#).BM>JQ[*Z$],3EI M%G0'?"^9E9/%W:G>!Z^^"9)#HXUDD%C#;)$DJG&Y?H+3`[[#$YR.^?ORP$E$ MN#<)J2PL?/)5$)HSAZ.E3834)/KQ`ND##4J-Z-&]!+X=XWP2;GWP_H_)?V8/ MFX=*[C_[+@"GJ%26`FF=!DA`#$1)A^NQ:TXO-F@*__+VT.M%"F:+>E+P]+O@ MO'>&B&@9S\B%YL[-G2Z(H%?0MA90.-UQ\'@CW1U`H"C0`*,B+50;4" M0,=DF'3`YC.2E(3O=2[]LFI;]O2@((5D!ANDD;<*&&NXE26%4KI4M31P"6K* MWLK+ND0\KWC0?3K3&:/NT!#]`BRD$X0J`X52%G-WV&J6I38Q&%"ZU*`.M53@ MK];:0'%C7-P`5%)NI`36.%@NDV(EQJE=+N-8G8X&S7"]HI:QNZXJD#]#`;EW6^H/]BGE1?RTB8^YG/[]F MR]N"SW?GKB%JSQ&`EXAR:HI^H0Y;3"@\J'CA<&H65.,C\(KWDY<+7E=P]W\[ MN7O"=/27D9A3*Y4NC%L'H*5<*"8)1A(RY@RKC(6-^3(28V,)89+Y"!"/2I%H M6&(3U61JE>?;,7H2Q*25R\AFP(\QR.@PXD1;09$#%A&#B40E`E[JY&JHX8E> MQQ*2'F1LQH*W$&3DQ"`*M/14(NPI*![V+"F2`J?>>PQ0J+I@6L(OO58((W&."\N M]@R21@M`D3F<]93I$;2Q'-39DPI\0_WQ=9G?9MET5:"POL]4],NFA6^6_[C9 M1*JBLZ/NEEEVHKJHT?C@$6(RKMI`JXA0!%&()$5`0VM@-"+'J7$NXVG>/=!] M**9]HXS%W%R]9LHH@S+QY^,H@)3RQ2 MR'FQPSG^?\A3.WH/4&FU+G*]('Z-`,[=9'Z3+7_-;M]!'$"T8,9Q[AP_82`U&Y$RW)R:MQ'&:`3_& M.`Z+RE="PSR)J#N.**6^1(`2-Z*JQXXE)#V.TXP%;R&.`X0`0*'HST9#3P%, M*.(E15:Z$3U^TP6;J^,XS?"](([SS$2I&=0Y,B;$C8*5MU`3[I&!W#(&]PMV MAN"1^EM-N74TPG,YG&\]W&.,4`Y38+R+6IAX1:PJJ56$I:;V#-!S&L01E0I\ M'V*VW0PGTL->?1,DX,[`2`$44=-R7NR3P,F\'S/>1"`:$0MXB M*2'2Q#I"B,9[3+RA,M5X'J!FZDS`NH>]_\#.MI?2NPGL4*0`BAS6D"BBF8(\ MVC?[/"FH>642RI@#.Q89[356E`BK*+.:,%]BPX%\3X&=VF+22F"G&?!C#.P0 M2SD"G.CHVD5WTT)L#Q4G4NAWWV^@MH2D!W::L>`M!'8(0YQ2)PUG(#JORF)V M*'@S7HZ_RN(B-M>H`FR$[P6!G6& M`@DBUJ7M?Y@[S^4LWWLYEOV<[.\O9^LLM$'05O9`'7,PQPF$*`+&"PV(PA)%ZYX30XD46$$[_N,H04Q:">8T M`[Z7\ZI1ZT>CJ"W>H(EJE&CC,%"%95^@);WP[NHXBK7]ER4D,* MCGX?"%;<4Z8P`I:HJ%ZE/V`#(1A3:"6%FWG[&/8A&S>1(5NOS,PGJ]67'S?K M_/;/BI/DY)C`4?3C)/31:5-%?I%7@)?T*0=&U"BRWY.E+<3[D*BG2ZR,Z;_^ M.$B,$9'&(8&E]#Y:<\B4%!'!QV2=7,[5O&4X>Q&0_.$A7VR7JBO/HMG"?:<>YB0A8Y:#?+V>+N:[:"`S@(F+1E](:1+.LVB+QR@SJ#/&&ETKU5A+_ MW"[F'Y/YYEC\+VF>@#T!3#)*+6-$>X^)53O"BARF_K(\WZ0H]0'Y<'38*<%+ MF"5`I+C@T7EU3EC@E$&,[C!`C!F1&@]ZF^W^NM5@*8`W[6ZQ:RRX-RZ_;-:K M]60QC2MXLKBG2SJJO9I.$CQ#GAG+BGVD)?6$6+\C"3/HJY_V.R%#C1__?I,R MU#G>W5UGWF1W^YO_#UE^MYS\O)_=/GEQ\RK7EOLU1>CR9='$H<9UY:DAP1H. MD0'0(^X\BQA#ZK8O!VH9SPU_K9SS%\MM]E1EC=%!:J(Q@C2>CX0H%CU19$NZ M`06I7=`':=5>SOR79T'K`%]M`ZO5*ENOKIN$<)LO;F?SV78]7W[L5E0D>NR7 M_CTWT?/-Y[-IH96K;N13I@N1V8@I:1!``IB"B]NR&YY ME7'^9]\%2#7$G&,,E=?$8@HLW-/AA6`C*K]OB9_'3XXD-!OZ"44G\L)+V;:X MFOXM7V?S<_GYIS\/4#N@C)9828@L`=C!DEA/47)V]1"9GL:>O'40&_):/42O MX7:R.IJJ&PV4,WRO-S1H9A6F2%)`)+-(_)>]*^MRVU;2_V@&^_*(PI+Q.3Z. MC^UD'GF4;L;13+?DD=2^\?WU`TBBNMW61HB$*#H/7IL@454?4`L*5=C)[?0A MPM^/J.C4]&` MK4$V75/S4B,6K)#-ZHEF>&[L8X!6;-G81X]"*`'..H&SS0`4&`DAD/7+( M$A\P?MY\@];%0F=7"9IW(]-Y!XR]6K#\]:)ZN8+,_?\\+>.?_H_IZG[R:;[Y MK-+'ZY?CM?+LUJM9C^\;1*R_#3_+_2K#;1@\8.2-*\]H:7^:_%TO71W!<[>1EGE,;_CW=T>=WV&-G[P46_@-*L_K[VMV]O2.F%L"@([_@11*[N.S_T^?UF=5M8ZYO=;9.U%_,/D]5D M?2'AUS]_2Q/810Q^CX0_Q2ET[9/V_,T**XO#XVX`FD-84#3:HC3:%,"9*4OISJ[ M/P&O,T;%+5\3Q9S2B$FEP++(R(9&3'1NVU\]_AVL>^X6.Z*.R#_M!+QZL@(4 MS=)`,'BCO"7`K*$[6JS,+J6$?AZH7,;2LRH/S"B@@AW M*76PP$40P:6B0;L(2G1F4P!)@ MIU^=IKGI3+A]7'V^FCS<%C8NX>35#HU?%O7X6L^>ZLVAP-]Q5YQ-'FPT]2-! MBV7*&I_//K^=?JWOKW\I*WO2;0JFMG]Q120WF%OL+>+`UDV^E>94$N<)P>I: MUS6;NR+/`)@\G'M)Z_68RMCHMA&:`JM6X$"3LFQH=$2.J%Q?*3`L+ MYLF]G.FY5[9^'%-9[ZBB4D4]RA7G1B`%#7T4D5S'9XC0NES&^Y/<+N;J^:A9 MUG?_\7G^]3_OYD^SU>);`@UM_I'P0E_@9?O?U6\?]P#C^8<5C[P4A!D*)$[7 M>8VUV-K=OV=:;U,]2&F]_5OLVFTX==(/G9S[_2P M2G!JO43:(`)8,.UH",VT7<"Y!<>'F\O1@=1[8&R92GRM-.G;LRKTY;VRPE$? M,VT"TAQKEXHOR8;EE&&:6^]QB+"[CB532#(E<7L&#BL'1!L)#FA<;#PXZ[S? MSEX9E1]F&1ZN^A?P`42UY'&1>,M\=K=I]G(R7__UHQ4@%VP`+S#%AF`IJ6R, M/H6)R35[!K@3%4?,A;R^7ESFZ?%QLIC^N[Y_F<8?IK/)[&XZ>7CQ)'QK[FB- M)`/?>T0-":D9G);",)=N620)>2P\]2=CD'W'G(YDRW52RB7FN/ MG:5"4>$(`MGP10L]HKX\ET/C8#^>OMA=YM9RLQ/$V:ZWQ1-1O/T#JB`8,$^I M$,J$(&FJT]U0!B([=WZ(0.I3[C_Z`V=>!T>EV"@>&5,908L$'1@2$N!BE M-7A+G628C*B9SZ7B/8F6+(X6R5EN$F.;&E,G+\\?&%%1RK23B!(M#6(*>4EM M0UNP>-1H:2O>UUG*G;#T=BLN(,(=5QIAQ3A@8-P$:.@TH$=4X:ESZ'3)V"*' M2KT4ED14@'2**,T1M]9QCVE#IZ,AMZ3L``%4TNCIDN<%#RQ;UI6D!H$!R@CE MSEDD05NQ6WD4C:@S4$?R/%I7LATW6YY2=5=7$B0S3G.!'3#"<:"8[C9&`'.R MZNX-"3U//.?4E6S'Q):R+E!74F*CA:3.I*4F:X`L<-95(&(9%SNB%"P.MF[F>C8O!U)3-0T1-/6U\-NE9=R>B" M<7"`M*#6<$^Y-6Q+EL*!YX;:!E]7LCU4>F=NF=!:5W4EI0;JB5'46NY2:3RI MFXU2Y,X'3+Q^\Q'.!@L/N[3F)0^<,KRQ33%,& M,FHG:@-!VNWPHZW)#1L,4=>7#!MTS_K!90%1QX)VCJ,`!H.7`371.J4\+A8S MN$:-H,O$>3#GIQ5'6YJ(MU^53]"X+3O,G0)CL)8./UM#WIC<$C##]56[A=M` MY-(2MGLMY#K4>_>H8X]77,HX-8:#@<'I8Y9%01&-$,'%"2*&D]-MI>TIE[IG;<)W7 MKB'1.8]OLZ"%B"H[DN-=Z@=`@3;^N# MHT]S<_=_3]-%O07]M_5O($S0X39[9:FT###\L!KS M@V$G$=SCUY*/9`57A'MO`K?$F2`:)GE-L!NZE.-VOHJ=` MTW1Y]S!?/J5:PR^G_:%^2%K=SI>KY3-A.\?T#/UWX9NK(*/OK!#FG@CIB(D> MM&[X9:4N5H:FR-E=1]#YL_GU;"7)+V*=Y4MZ?ZL7CF]E=_%[4 MXBER3.<;D)Y_D[O#[U4$$R^\!V4I\]A$?\:Q MAK=(9%>$&&(THR.0'32VKR>6EG;VN_DLVDU/BT6ZY0=VNZ\(GNN*>=ZY,#K!S,'K3<<'5$@P(IE2B#%I M&+G:Y?.GS<=".I$V+/XN8%@M]^]DCF^L&G*PO<.6VU%H*[`)HB M$R?)$0(CO,J^RW`#(F\KI;U"OX29)<*/YE^3Q?VG^+D3=V>_>ZY",AK>"B0. M6FN(TT=RM_]9H\?47',0^J,+*10)9N]GRF(QF6TRGY;P[0>G;DW4,V6S^^0/ MO9L\'M92?7XN8Y$-O=3K$6C98<#EA^H$ MW0JFS!%V]'RG=^M2OG'VJ:KO\L/'WTZ"\.BX*EFV&@O@.JC(0F/H\^KGH'/[ M>@Q1HP\)@%T*I4C27KU8)WS,M@;0Z5)/!T94A"!I@K`>.8,(B[_LCK9`76XM M_R&>$P\)<-V(HTR9J-0J9U=OY.W6KC[AIQP950DC``1%%BL7+1SCJ!/1^Z($ M!\RYS8V9#K,K^Z#\ENZDC%Y2/GX]X_3V30=6Z1#OVU@Z+0";?6>RJ&@ MTJDH2(,!1TYHYQ(?++:*.S*B&L`=X>&'B\?]<7L0$9A#ML;;+WA672>]E)WNE_N>2^H MC'1.J>"LCY]QP'N*F6A,GKV'8?LBB=][-K_[KM^[J?EC$F M^QB30F36>TLQQPYA(;PT4?$*[**H3I:S.'F@>1YK#V7CM!I?F<`P58Q3Q96D M+B!*0D,,4=E:ZG86?&NISOMG\W"/0R,)TAH@AB")J!8R)==OZ7"(C"(MHA>Y M'CW>;,?501C7-W"\J4QT5:37F@JB/;/(,-5P%;3-+>,Q(*Q>B*82QYOMA'#[ MQYO*6<`!F!,8:5".(@E;>KU0=/S9JH7@TOIXLYU@;O=X4VA"-#`M,$8(,.5$ MXX9.P_&(ND,,"H!="N6VCC<=%CJR">N0*M`:PJG5#6W.9A>'_UF.-W,!UXTX M6J;:GF<:'PNPMGY'I7FP4HM@E;8<,T,)D=+(2)!"DH<1%//KU^7HF^,E=JNS MXLK/!*;+Y.W"H]U\H`HZ6.X!)#722Q%DD*Y9?(1P>_O67X]HF@]`)*6CJ!^6 M3^9N-?TZ77V#;[]$1;)RDU4]QJAIA`%$TP<+)B@/+`H?UK?79$KOTJC]Q>L? M:S/\8('M8>WAJ&F+\54"+@,G+!/@HU?A)2(-,1*)\2>QMI;JO'\V%XN:I@F> M$S5MGJN"D!I)X3`(Q9$.+L2M+T2'@$IA#8R@(%=/KX`%2RQ0@Y%%G&&5 M*N%N5P9U)%>Q#,K9*;939'+UG_.5\R(7!"/GJ(TFF+(6G%3$RX:KFOH1M8+, M1%.)\Y5V0KC=L#82",6U;]='6%HQ[YUJZ!3T)Z@"4@@FK<+:[832,M9H)\N_ M/M:KU4-]'[WD8YU+]SY922IHG)9`!`6KN%!:[28'9%1=CH>`F&[$,`C=>^7$ M82IP8)R3J&4(D=9B3]!.OT1NWOZ!2AD;L+@H6FYPV?-[L=#6K-I_SM+=ZRM` M0'&P1B'J&`E&2+:+\EA:K@C@`+;2#C$SO[JD6@(VS!=_UM/5TZ+^$!?G7M!] M_TB%*$XD"X,-Q7$BDF"ZV_RQR;T)=HLZN`_@7,3M0:O:U%IC]>W-+&J)I[4% ML^X?].FOR>S7+^D5RPW>W\PVUT;Z4,@MIU"!!(Q4X(PS27VZH?)L,!DGQE0. MO#S6!R[-,:VE_ZY3ZEQ];[[6B\GG>F>,AEH!="AS+&R+.HMA1&X M]0&5\4B;1GX8:.Y)_!!OWXU_-78M[JX-]8/^=4LZ/\U7DX=CZ^QJ&82CO1!M;T$XW\D;$93K'P^QX=X-*IO+)=927[S*7'OAI1_*E9O\,7V( MJ_C=?/:U3BU%UE/>'];IZN45-HX'P;4G6HOH.2+R'"I`W.<>-\-!8\_.DYYX-IL-M4(N*8KB)>2GXYY*]&(E0SD6K,?@M M'>`E'Q.DRLO^:/)>.\X/PD6]@>0][A@3G"AKF+98("5$(QNKHK4Y'CQGHJE$ M\EX[(=Q^<01DJ/>*4RXQ%P)3IHANZ$5H#-?CA@&7UL41V@EF$'OLM:L[@A#2 M14^,4<379^[4-!PCVN8F/P\QL^'J]D!Q%T.91X4]C^O"J<+72;J M)HHH>&V<]CO),>USC/EH!)EP&31`(1H`&ROC.ZC,4YY9<'&=>6=M%-#CY#=JVWD?LA^GR M?\.BKM_,(D#JY>J`"53LVU40BAN(&Y%$%`O)HV\##;^#LKD=?\>9^771>AF0 M&&]NV;Q2JK_/'^+;TO%OR?5S=!(5%YP0033G!`=*'/&4[B3@5&ZT9IPI7X-8 M2%W*\^965*-UW?3K]+Z>W9=<2/N^73E&!/86L'`&*^!*>[L+JEF1JXC&F14V MB/73@1B+9T;LC^V.O9A8T(%[3H+7$D)`3%F[SE:Q`$[JDTOK=%1G+UM;U1-K M]XK*BF`#Q\8X(H0@'#."&Y*DRFY+>CLAP=:RG1?A=`D]N$U./9&0\.*IBGMA MXZPCBY!TG&ION&YHP!Y&<)+6GUCG7;&U(#1.)@E\]UP%`5,K!&4((S!*@@#2 MT`$$1M3Z($MZ^Q&0Q;NV^;88H4>L&V[^&0L2I"62.D*0#\0VD MEVEJ#7*22XLH4.$9/*]<9/B(VHIEHJE$>ED[(=Q^>EG`$F/BN8P?-X'B%.)J MZ`WY=[X'"+KKPJ5U>ED[P0QBC[UR>AE#AH'`B'#%X?_9N[;FMG$E_9=P1^,1 MU]VI.C.9LI.S=9Y8BLUX5&M+65UR)N?7+RB;C&-+H@E)),@X#S..(U+H_KK1 MW4!?A$;(>=>X+9RD-L[)Z-*W-W/?.QI]R*][`O$`2?\SW_SUV^*V.L;9HCDE79I&XZ@` M'(#%\(T&$FB(0FYLC9\7+'420T:>UR^DC>>&.^O\U>=]3AY#L,B$FTH6[UI5 M[]S?5SBK8]0GF8_[G\:*1-?=UWR5W*0:M6EFX9VD1@-#UU>YQ--JKS>SU>;W MZ,#^==ZJAU>O+P1@!A*I&%HR;"U8>&IN7QER+'KK>!:WKL_+ZK\L.7GT84EO>[3C++]6;]:C=9 MOR&7Y[07%W$S,M0CBF-HRIE"1&&E.-;*2DF(:#T*>V^(4A::6D.1=TQ:P1'B MW%E1\U`H,:&3\;Z$[6(-4[I!E>^%M0S$`E?!>D^M%2"U-S4=4K?W,1J/R`V` M_?&&*9TXG\4)Q`ANM&-4&'<%C+$(5&E<#5AP-5X&0A^B M'>.F+\O5PVSQ-*'Z\)RJEB<*86.\1:L,^+@'&*>($:BFC7.;>N67H8`-*QK+ M2\#1FQWN/'O826*H,\@A([T5A"OO:SJ\X*FIH#G>+N1AAQ,YWZL$=9Y/K(AE M.I(C($2>!.]H).>)%HN3A^EEN#DE8M@RG[@;_[HF%5=_/Y9/_./?"XV$`2J8 M!,=CL,.8X@R1%-)$J,;X M"8W4.@^`:7Q+`)"T`/CT[X7AP0MKL<4HQ-W%>DF:+46P9(.0!,XUL6 M8>W0/>J\,-02KCE!7"(-P!I^&W"I>WV&DC:\Z]<[7%D+^`BSL(()/'):4:^U MT-YCZYIS#@+H5PJ_SRBJ0V5A=4-S2KHTC2PLBE@4;((,H`7'$F= MJ)2AE_L+:..YXC3M.>&T1;*"&`66"4HTH=Y+)FDO,X??.>6?9B/M#J*^-M]6O M:F8#[L:X_K;81++7\YL3Q@5?9"D%B_%64,A8%"2CVCCG6,U>0#ZU8IM#/NVE>M]I;QR`=MHB[0*C"!MH3#!EK:'Q>SYL=C2#?-7K%#A-B/7=`?(SVY;SYZ*M.1YT1I MZB/?M1L(?8CV5?0.5_.J2?+."_NTF&_65]>?6K->CSX7S1"F1@AK/9("8\N1 MES_.?^V$A&U8,5E>#I0L]M6!$RZS3?ES3-_$^VV*,0F%#8H189'TQB`5N"8LU-S7W*:VUYUFDDE^NG02FN/6I28-9U!U>K6* M(GBEF%)58AOQEE*&59.-:1FD.GS3S%K)3Z-.!73<2I5C!%4-Y.*&*"V<`6:1 M4]C\X'_R3$.9%D'YQ>V[4O4+Z414*L^:JK_-4UXYKC,$[\1ZHQC&(%\@[8BUN#L*L3NZ.A=[U=0)XCUM?GZ+J;131 M/)6URP(+XY63PN$@/*_JOWSTE!K'2*?/)'O/*!D]V.-6T^G$J@+CZ`M1(TUT MB@(VR&!2HX:92IUTC3MGL;R?&N4']V!%A=>SU92+"IWPTE(NB6%$8,,3 M]%A66!E<'!&B85!,,%#Y3YFH<@36K1\WA+"KMQ/@O?<01%A=1;[I$TABMK=`C8 MR8:K&ID)S2%*E*8^B@J[@=!;#Y]7D^#7U_KJNK6PL/79@@;)I?:$4.8DED1; M3FMZ'?#44909"MVPXK*O/\\9@>6-EBQ&P8@@;N.6IE4C(X3W5BPX MFCOU_)3J-$AS\]VJHYF#^M'K]Q><((TU>(U!$B,U]]`XP>!$:L+)-,O^,O3= MDJ$\MTX3#=K/>S!:W\\7=BXR9VC_]PQ=/%E%8PH@JCU1%,0 M`?L84#87_I(F=TKI7.?WJVI0;@AG8VR.%F*<0;5Z6%A!,0O@,99:6H^00-J+ M)A[5R4<+G6OW?E7ER@_C;-3KU>%)1AK6:6T%KZ;!((85X\H&SA%CI@:`4)UZ ML3K-@KN)H-*X^2)'=,LLY=89T&\LQ:8]53K@'S@SK`:QV!4 M_K%5#`_MS'\W(G4S-!1!&03%#)&<:$*U^J@&A MBB1G%;XG>TP![PLIX.?.Q-8>P$LZ7Y#W]80$JG[65B`E0#M)!`"2(3HQ"O-& MA#1-/0'%[^D@8\8Y&TO79+M<7-$NO+;"8&#.<6ECD$"=B-L;;EP-S5CR&+9I M]I3.R;)=$N<41?M\@,AJ[=UVD_WW_:>I6@ZK*Q2GR%D"'HQ0'*R3JJE+JO;` M5&5[SSL9-]*]G;X!;]MART#+*C!UDE%A`E=24\H(%LW= MD";M<]4/Z>-[%LM((<[MFKW:;P:=.7=P'87'8#R/FYHPG+I*!*"IF:BF>Z;J MSGN2RE@P[;LQUZZV>UH]N#P/2BHA%=>62V`Z4"$0\Q(KXQ5MS4.^=`\N__#U M?OF]+*_+U;?Y37F`FOO=PN)/'[Y;."HLY;KAL<3)0Y/&<\_96=@.]N@:%IJ.QOFW1=Q/RH^S MOTVY*+_,-_M7N]M4C@EHVHL*2S&@@&0,`)A#1%$$H28-&Y%Z8S">6[M4J>N% MWUW]O/U];UGCNG-)%Z,*\ M[B5>W],-Y[F;MR.Q;F8>O;='EJW7VX?'W[5*Y&6^J&`:40*48*DMELA:;G7- M26M8:M;>>"YNSF=N!\!C*,G^J0'O?N5];%KVU)#W).D^[]J^SN]H0!D0+$8 M=$<[!-(Q(;5IC!&UJ7=RX[DE2#?\EV1TOWMC4_N]CZ03ML&$]Q94<`6<&B*8 MD8@&QI%\XI,5B*3F(([GF/Q\.][EV=]QB=0SOO'4\J6+5']L[_N^8!]E M4QSD8:2B'-,`\0]!@B%MK`Q,B<`I"]!Z3I2DZ=7);E22VX_+/6)BOO\K/G%H M#,=I+RR0TH15MV=$2"YY\$CKFEQJ5.O?:K0#DGB MHPW3T6-"C%MB&AJBI9O0O(H$W/8AG\2W/K#_?;Z8/VP?6M'_Z7.%0-8C9Q0B M"A!HX3GQ-1T`*'FP:Z;X=T5O>3[>]2(#L[_?)@///U=8(SE#GA&AF$3&*L5( M30>6/K47:>?+VV_EZO-R#%)P`O?ZD(+$25PA$`]QS=7MB1%.4,D>Z1#4.90: M5&9TA3^0PW`*F[,H5!_!V"UP./%&8R"04E2M&.PYA"%(X6=,F*4\]C!Q/CMXP`G<>.++P)0<>+ZA!"@&$ M8`:$!6:\]XURFL`G,,5FH""G=VPZ7M_JA^5J,__/;E6/R?GN":\]#-E[B]/I M#87@C`;*%!&D:F]KF/*X<4$,GOZUS4607_8!1D?)>E.52),'LZ-\_7&YF=T_ M__>J4N2/Y>9?Y>9'#4FEE!\6^X7QTE]:H*`4B=+`I$7`C26`=,TR2I.S/L?H M6EY"?C/#;T"1_WGI'_^]O+B\O_K&PDJ,D;+5<:WPU$4`H?&CO-"I&:@9>063 M$?93PRU;:$^#+1M[# M-":EY/N,ILAFM&IP(91^G?A>+ M9HXJ":*$MK:S;$? M"M]4'7CHF0(0QA(A9T`IK:A5)IB:1D-L`6AV]7B@\5"MS[..%!"*P]\)1:3Q@ MK%D@-64&?@GE?#.XQY4SA9]]^)&/K9"N(T2/WL?L_O'*NRPWT076M[?S"KO9 MO9NO;^Z7ZVK4EOD>__)UN9[=_]=JN?VZCJ^XWU:M,*O/+!>;^6);WG[X6JYV ML*];,F+[64"A>=P-/R%$6FO;#GP1.$Y8$VI4))J#,"$EJ&FC1+46Z73R`SO>=@YD*BT%Z0<>J:( MDA\@NMA:2V&("P(LJ^G3P26/9L=,7VN+0D<70`2?G'6W*6#SP2-2OR"`?#='6#XVVD MSM?4*6>FE$I_05.4RL]>RBY6RYNRO%V'R)'KV7VY_O!%K]?E)CIWU:U&=.Z> M&J#-RV,2U.4U1?"">!;W:Q,B*YBD3M<:J)$/IJ]=J(]2[M-%X669Q>4X?'V>K[AR_7\[O%_,O\9K;8Z)N;Y;8*&N[^C([]35SN'[-5%3I\*X<\YGZ] MK#<<=!]^J&"(&&D-<(685)B!C5L)LB9Z+(Z&]EG1[44#K[[[<).G`Y\MA&>2 M()".$^H!G'+1)L9%RH"%)#QYZ%)^^_PYD%J>EYV]=%MX7.GZC^6F7/]C.5NL M]>(VS!>SQ4U<_55Y4\Z_54LWWW_\_);F#">\MD#:12/JL!*NJ@_#`3-;\UNZ MD#Q%/2=FHH3^6]U-S_'R1K6'POH\7TF@:&#:,Z&A-25!4XIHJHFQJ M+DQ6@M0O_*]JB4_F>L=#VG_.GL;5_'L13<)?\Z^_+U>;N]UX\'HIQPYLW_YX M03T3T>'R6&&*"09KB6QX(OV4>DN=A.+RXKSM)=S9?HZ;\*?-_'[G(%<^\R+B M^;W%SAU[K`"F..+&$42U!U'" M*D<$5X1R)8@R@)E&-<4VQHG3V83.`_P;I2F9PZ=:JQBD?RU7U5JZ&*F73Q6: M>8=8E3\MC-\Z)X&%+=2*#>\FB*#]O?LP);3%+KS]<2(R- M]T$"@!+`@5[==[L3FFK&+'UNO#`$P45AGF%+-^U M[@-I,?,U;9Z["1T,G@[O\A(L[>B)5%.5;G>Y,]>SA8XF=#%?'G%!#G^\`< M8P@A'$UD$$HYH>ME,H]33^GYYPI/ M@\(2HN[(H.S_EW>ES6W<2/0G+>ZC:K_@3*76B;V)O?L1Q8@CBQ6*H^5A6_]^ M`9)#R;;$F0%GAB,RJ92/#"#@]0/0C6YT:T(9D-4\K&*7%*C4C3Q_9,D):+8\ M1LSD(?EA9XO59IDBBE>;OU:SZ6RR?#QRF-0U"EHK2CBDD$H'I*<"HJ>33]8_ MSGM#!,@35=D3E"VE_ZY\G,S7C]%:_KRW[Q4]#I!D3F`GB*(J'`TLUXJKA^8LH MIG6J7,I.$1S&S5UE8S:3U9U:;']Q_]O,ODSF23%X^6_KZFAE=QJ,X%@+AP%P M@@JIA`,'TP8AGJNEL_%NU(.#-EY:M4CHWK[;X)76$''BH^E,=;1LE3>'56QI M;I["SD^8(0G1"0>S\&VK7,S^+OXU6TS=MYN[E%_EIVC37Q=N%=']>N18:]E' MP-1Q!JC40%FJ/#0,T6I"7)O<]TXC.N^&E7LYC"!:,JOZX;?5#Y_5,ZFF38#. M(,:0-\YCK&R*UD?5@"GQ%Q!Y<2;F=`M\2Z:\7]\5R^\G?(0CKWX=B*8IF;9% M)/X`I+4!]C!M:&FN]QQ?B(R[`JZE='_6Y]X=>:%T]/N@F(OZG^<21GM!1:`A7/BLZAW20!UGIS>:O]P^3V3)YBLS=9/GYZ`O;EQL$ M8J(NSI`2TD?%SU@G`:YF!@BX4'?[Z5M()W`.1I1:8JR"P_$DM0XIKBWE2B'K M#AY!:TENO$[K%/)#OZ;KB`IM`1Q.]*96X_CNNR"]%H@"`9A"B@K&''RZE(RF M8?[5_A7L")DH#L&&WR;+OXMULOW^+*)VLXV3;Z20'F\8-'546@TT8!@AY)C3 MARV/")_[`&[D1O3I?.D4UB$(]&XV^6O_ON((6YY]%2!T&E!&(OTM)4YX^W2I MA!C/3:0H+IT:^1@.S(/ZL^7GCX/S2EH#$$1"<^&H2*'T^QD)B7,U#7E%K,B# M",&*8TPX\RJJ5]M_#P8Z(-FO\"_^TK4#-)]QY#QIG](4 MOA_2&\WUI(6%F'F,N(;0`(&E5IA+H@W7%--S51\Y!GZC4B2-.@A1S24&"@,9 M`X)8Q02WU>PUQA>4=KL+"OP8W-\'QN=>V=6O%[&X%8*`@70C@"DS%(HH5\X( M`Y1JHNL?S?8SR_3*,(YTNBLRGL;\V&1)'VL6/&%6642(((1K%G\#U'ZF!ICL MA"9O:R$W%O<+SSX[0G8(Y>W3JGA_ZU;KV?UD??1>X/L/@Q=*N=,UO(/D(WC12]_BM&K2/D!D5%Q& M)*XC#*VV0$3M:+^,.'2Y?O,1N4+[/+9Z@/A\U*H+$-G-JS7CFG4;H+)<*>&5 ME,1%W)E&9(^2-<[G^N1'6,U[,"+V@OP0_$QC7#^F`9>K]6_%^JZ<[A)UWS?B M89/F@6F)G(OXVKC3(X`9D174U@.?JXN-R./;(]]Z0/A*+V]Y$YB M"(A/3YDT8L[L9^BXA[FOMD;D!>Z10YWA.@1S?+DL9I\7.W]"/-R7D\5J#07[(+3< MYK`NJI36[XK)ZKECHW9O:]0^*$>9!B0N12.,CM/&HC*U7;3"H!X"&H=LHDVW]!>:Q*TCBJED)Q!02`UQF'G#_NYS=:UQN31[I%!'<$Z!&GV MN6(?/\R3:V,Q37KB0]()FY.H:1>!(4Z1HMA))I3V`O,#G!XSEET)XSINW'N" M>9"=Z1"`_GY9U59]?_NN7'Q^-_M23'Y08Y+(S6/BRT>_`+M M9L@()2H[H?UUW/%W!NP0U/EE,XF&QKI(Z22FQ?TN&J"R0?Z;2KHMUB_$`KS` MIY8]!4ZL,Y#!N'HHE-!3J$&%A039A9+A==SX]XOV(,PKR^G7V7P>Q_MK%./B M\RQ:(;L=M_I?M7M8XSY"RJ,@$<+2.NNX48@9NY\_Y2([V0B\CFO]OG`^,\]^ M_O.TN)TM9NMB>_R?0K]&70>D$5<.>$:,X]H3+0RIT$((JEQ67L?E_\#P#W/9 M<5/>%Q\GW]I<=KS<)'@/,-'<40@1Q\AJA%DU.VE]=OV9Z_`*=`3K()>OT8;9 M)N5X?[NO)3B9/Z7$K[<$&K4/3FGC7,J%#+EWFM*DR>[G38W)MC2OY+*_!XS/ M$TOV??+7=K%D/[0-/,Z2((L,TDHY2ADDD#.:\F,["V5V*9OKN-'O&M]!+F:+ MQ2H):S'=9C#[4$8,BO5LN4VXG^X`TROYSY[0-?A$1@,^$&"T@VK["Q!]%2GU>H=+"P=FH?6`1 M5"8QLU%WP%Q0K"&MYFT1S:VLC:[#-]`'QH,\Z"V^/D-C62[B;V^*PT+9YA*. M]O#S;V9QV3S,&SVQZJ#WP`UF$2Q/!(>6*@E2X.<>,XQ!KGL!78=[87@)U+#V MIQRQ?WZ*?X,!>?;^O7YK:]0N&(A\'*O3DDMFO924X?W`-7*75(5J4#&7_"C^0@0'YY) MJGRZSCO4#6Q!J8S>@N9$0T2X@'$]`*ZL1**:)(E_RB3:"/WFYR1:_Y(9*`YR M]5#Z`IUM1L7^7O)H2-R'5^CM!(&)Y?/0DADU6T]M3_I8P@Q'5P4RP7 M+:AV2L-C2?6'B$Q,N3VDN2S`%(A[R!5WVPC$[3R2CD3>YE2FMCM\]B1)VRX`3TSOH87C]^C(.H41H:M`X`26^DU](K MZYT@RFI>S=F`[&*]([P>Z5V=Z![NLU(LC=F6]Y/9(H=B3ZV#B;,URF@B!8., MZWA*H_V<-8]@7\[!U"D#FK(K&^EAWK='P**=%P=<_?;7^X=E^65W.U-[O#5J M'SQF1BC@(+$:`0\<(;B:-P7F`BH']\*"GUZ_=X_U$!S;YD.Z*^?35LPZTBI` MBKD$P"F#"/+2`0Z?$#0J]R8&O456=(?3$%QX?WL[NRD.\Z]EP8O?!V$P(0@8 M1KA6`AD6IW?@>#03+NK.OC?F=('M0*]''C81ZN:L>:5%(,8[SJ4Q0F)@H=8> M@/W<#)4H-SQZA&$2??*F&W3/JCN_J^I+Y:C.A\8!6RFE1493;P34,,X[6B*< M6\40LRR73R/]QL+J^5-O;N6\Z!^$Z@/S<<0[;;?XR0AHLLQ1#"*TB$"ONA5!F5S3.*^KK M+[YJ(Y\:;#P-PIQ:]Q(D\19C19B!A%K#@!&\FIBAV46H1GAJ="'=E74?!"1"-)JYA2*"ZIKW1,C7N5= MA["?GW"U,0I-F@<3+7'.$=#">)LF'C7O:M869%_=CYILW="@%I]R?6-`X-(6$@\()1)@:6%^#!CH4!VON"WQJ^V!"A[1GIH M;OU>KI_7;FI%K1?;!D:XQYI@K+47R3%"^&&A1ILAM_SN"&]4!V-6%T"?YV!\ M?VOW,OLX^;9+H%U+L1:]!.H8-<`8B(Q)IFDJLEAAH`')#1<=H4>R5[+U!_FP MM#NNKC;Q@K?N*PB*K?,,2"H0HA8;K_1!_<4TUV4YZOUN&+.@'PF54=7@+``$$)0X` M``0Y`0``[7UM<]LXLN[W6W7_`T^^W-FJ<6([R\P% M8?2W5T>O#U]YF/HL('3VVZNODX/1Y/3R\M5__^W__I^__M?!P?^+\S_IW,+S,.5]SN^NR"AHBD. M#A)27OSK402_"G^.%\A#4G)R%TE\H8J=X2F*0OG;JXC^$:&03`D.%&LAAII+ M&0K)$O$9EE_0`HLE\O%OK^92+G]]\^;AX>'U?*7HO_;9XLWQX=&[H^.W1Z\\ M)3L5O\X[YE/\?R]E?;SCX6O&9RKGX=LWD'R'!$ZS4T9IM#`7""1_(U=+_$9E M.E"Y,"=^5LY>J%P@$@?P662EIDCK2&<%'D&4++DL2Q?ETQ'TFMY469C07?X%"*],M!3NJUXN&5]Z8G M/YR%%0C69TC3VIBCNE*LSY&FM19';9K4P$^]"/QUD)8[@$\'1\<;LI'WY'YL MI.6VPL:'-XC[`+="SI<'^'$9(HHDXZL+]7BG37C4 MI"F>P3S0G:=BJ>TRTJ-ATA*;,V`>S;OP42SY)2ZX37;68V4#/LS32,=>E!:` MFM_WK%-@__6,W;_Q640E7\$0];;+V&8JE_YQD!-9EYN(F#=%'Q MOSX*7RLC.$VO42_;%WJR4D7\*-0R7.4)4\N<5*<#3OB*I M(H029R4*T5U?B501'#HIS)+COL*H(D*MM]=3.:!PJW)X1"WR1KX?+4!Y<7`M MYYB?LH4B/L=4D'M\Q80XPQ*14+SRH-C7F\N&1;EFJS.QC*.4IUS?_G;\[NC# MN\.WWH%W1H0?,A%QK/XHT/8T<:]$W0/RW@])!7_YZYLJV6J-D5!,TK_IW]7F M3$HG6=I*5KI^]X+E#F8NEWQ-\=H&C*>*W^.M8AE3'`#=.J!_1$1H>D(UVY(E MOT)JE-',=NV@?:FV`GMT^.'H\+`.;%[)CUZQFA\]59%7K,G+ MJQH0MF!1+/`%,3%.)GTB!KM78U>K\]-=+<>,`.[(%XP-"@3NNH4S'3\VA2:XUV)3*8 M'VLJ43'KH#SK*,]'CFCP"?1A@NB(2D8)B[NF*G)%T!T)"2R=;M%=^+1*M18G M=F7[>6O*IAGT-(=JM*)>PJ.7C&206TWP.JMA=`73+WN`9N''5@D.."<5B M-[JX'BMV9?QI:\H8JV'"(JS/I*>9'+3Q";3Q,WXD/CLES!BUT?/SR1 M/L9,>L#EH)!/H)#7/%3MN:.)>AU&[*KXRQ.I8L+AH(9;4L,K\AW_@]#@_-&? M(SK#S[3DL%=K5[%W6U,QX.8`V/$R?H;EQSK:I+O?$ZE,0KM5+]X>?GA[>+0U MO8BKW#O83]EB021$G0(:I[II8/0E':%M*]_N]#[ZV>#T+I#3<)4(#MAD3=&2 M=(;OU!2_1"M(_1@AM?25N-<(_Q3U6G:V?HZ'>(B(#:+0J@FE5%1+_0%X\3)F MO(R;/1[?UP,U!>1ZFK0AX]=W(9DESL0G5ZIN]=N5J^:WW$B],C5E4R_CRRLP M-NB9"6[O>_)!7G:3FN0(SY!B@M3$_& MEUWY:CMV%N4#5KV,UQ^]G%LO9]?+^?W1BSGV-,L_Q@OLF&OO>NK%?`]ZVZZW M/99!=BKM"YZCGPT+'HM.[.VRA@H6D@#"HDY0"/UA,L=8=@6JJ70;0&HY\_90 M+VDFJNET%]/XY+2\A)@74QM`29JU*6&,N))XCB51(FP(7<U3RK32*;0=.:RUVN%N'Z`+J`>=2-`JQIA?4H4NW@Q]`ST+ MSL?]NG4I*#ZN80"SL?$WM+SZ4;[FGG MA"V+3E#HC):MM2/#UAJ4V\=&A?].T9)(%%YA)'#NIN_C(>Q&R>+3.WIW9(0E M_K\?$MJ>)E[83MACQUO6[(Q*CGQY@^\QC;!V6*[EZ>U%T`IG/42Y"&=2A9?4 M$;M9!W]J`59E8"/P5H[N,48M)?0 M]H"X!G+/X;M`A']#8=2[=]8*VN&I1>`G/4Y1\C2I/<="33,LO%=C3[QQ=X%\ MB)1=K3V`=J5G1ZZVD1DCEU60;C6F50RC8P)I'OX2#W']`#27ML-5"WI(AL!" MU`M\&;!)6OGK(U2G8<>I%M14QRDGN^]HZ?G["Y-K1KW;:-C1JH6P MEPP+3748]Q*T>@15%+);HB>.#-$3,09[&B21WG0\HL$YE6K>O:1PI7'LT4C2 MNF'0A5`;.H>9CS"[?;GP$^*28KI>@7"6OF^PG2,.@5QBC/EDCG@W!VZM4+L' M4767N@$I(IZFLN]-/U):>4;""(9L_4%<"A'AH,_,TI=F^TQS_-9@%]2! M\WZ`:@Z"I)[XH_#BFO9X\JF"D1MHISF'U],3)(BO3R^I]L-!M=0F\&]6HUTY M:L:]23F*)J2<8Z_`"GS2S.AA.6''0&10H@R<'M9,0]%VR^;XK<&R,<&ZIW;. M^6(9LA7&)Y@JPG(WIDFSH2.EQ#R-*4!!BI&"[B,6MQ@G\TH M^1,'E[08G-EK(%V?O&7Q]LZP>#-#JJ;5N$8OKQ*B`4NAG_L\,AHPBH,F%3#Q MM_6V9]];DDUP![7I:%.$H;MVR:\F9#BDNI;W^$ZNTH>G;PQ]#WJL&M! M;;^O40N`KI?6J^_&JV75>0:5*,%U!E7@H/AI+2?=NK3M*E"WFAM4(*FN\GGP MZYF!-WW['(62)`G\$T:AG"=`;J8(Z]1E58RCNMUM5HPF?=$<'*0L>#$/<>*@ M*_WP&T/,)Z//HRRFRNS:TG%ET%5;$B8&=6E!4!_$&4?M8ZGUQ2)"?L9RSH)+_8J?M@]Z-'DCB78H#HTA M`YIB=+=D[VV M<5MA7&\]VX^D'?VZC[0#^L-*U09NGZ5,%T+MBYI#8RQ!!R#W=8&CFZ;6UJ=* MK5>$SO2Y%-5NUP\4BCCRBNP!19S(YF]'R5J8$VBQ0)Q"#2X(%1-DP2%Q>C;S56I6P5V7:DO MI)MU):_3RRHMQO[NO1IL,./W]4N;7B!,H!MF[PR0WK-T-Q>CZ8K[M/'W=,;- M3HY^Q@A:I/,I!6-!RYKV)\.:-C]PZA4H#3!0:7I+)DD.1OF1WVMZ`\>HN3(& M()*XE[WS!-5:IJZ?#.M:LPID+V..*B_5I,QX(UDL>DV]D9?QI*.J]]G`,4&; M?;NDRT@F[[C],T)P&DA//&O:.MNJRZX[-1.Y07<*G^/Z?TS>/?K1*_)0.@$U MJ$JA!=FE(W1KP3=3ONM;#X)MR3 M^L"Q9\PRH%]"P/BM>K0+(3N8]?6H&_6[K4;:C7G$>!_W4W-QB_OI%Y/[R8S= MGGJ?/C(6/)`P'-%`F1F(SHAJAM@+W@F;MO+MOJBC0X,O*B6G]W-R@HE??@`G M:]QX>!DM&)?D3\VI5N`^H^7ZU"WA"X<&1T4[L&I%&@^7Q2H]7><>#YLM`+4D M%9L0SJY1@;>I&AO4;%>;VHK(HC99,C)K54F=$I8&M5H+W+.8"7REEBY!['#( M0UR?7KDO[)V;!/I[5EHM;5K>< MN>'\^=HJER8E3XD^TX#65JM=L6H;@!LJ5I:>OJ!+FG08#\_HTKU8,*N9#67[(9* MEC-G,.4'Q5M?\.V)3S&_9"#"=^$E"'73Y/6[J,_5#2/T,P07CF,PH/+;- M*-9/08^Y&CX>X^Q]!M6-*K`,GZ:S.T4PU9B75*E'RZ12+Z\58A;C>I-R>SQ, M%H`ZGTZQ#S:(^@L>.(4@(`IO]_4^B-.;J!WQFCNBC'A6#7R(GV5MX.7&VM5@9N,'Q+`(TYNR=P_6MRM9@:O`JI%YPMX`%J0B-"9]=+S#7S MO2)8ME:9'?K:"JH,?5:]]T/"P%_T[>JE7%/%A9>SX>5\#`H##51\#G2*X89Z M]=ET=G9-'>E-WZX6M;5/62W*+Y+&=>I1/3&/4?D<[J`&T&P]EC3U4I8EC.F$ M71FR8<'RE?(L9%I]2,8S<IKPWG>').19$5Y$BU.T)!*%.F6=:]A[DK2C6?,3I&BF ML=-Q)5Y22YP\7+]N!#>QO.ELF_"V$[4#7%M=-@"8^JN/ M7-G6IRL0;0U<;93L8-;6BRF8FK27T/8T<2^AOO<`WB@ADKC3_I@9"MMAJJW? M4IB`6AH#.^"BI=>_]2F0Y3IC90L1.TXU,#Y!_3;V MMU!->R<[?&]8+^2U>GFUL$&?WX2:U^PAX65U:^;/P((GF0=,%!8D M*1N#SI0`6VNKLA,A.\ZU564#SL/F90-V3':TI)I+M_M.#]\;?*=-*`&]`1?2 MR\1M*=YN\!Z^-QB\#()F=&.X%1*F#I&$>&CE$LO\^-W6 M[QM`*(?(74_S$,E+6L_=J_=LJ:[V'G=LLM6:X`:_5Y$%B"\IQ(02VEARCZV[ M.C(];(C&PNT6Q+')@FA&=5^-"&B0*T9GMY@ODG@H(GO9>!82%L=F,TI`\@!H M>@6B`U"%5@;S=VV(=&%+:$GS/%@#!\@-F/0/DK31L&S0-$]=1H3V=PH:<[;$ M7+^`"(\D+3L_#60L:%D]_6SH-RD='7F:41I@H+TLPK;REG75SX:N8@9EZ"7% MYEW+A=J)D!VPFJN\";#!AVH&KX<=UU+;AZL+P M4.97BJ)`6;=!)YPZDK*X.$Q35$;9_+(FQ'8GU`?\C(W>9X3L1]'BP3#-;3W0 MW-\QLQL*W7+U&&N?H%J+-\0T1O?1D%[:M*>#_`U63.!@K%IJ=&!ZW7LG4WK<,RMA\98H>:`?9^:'X[>S"2 MFQ4B#J;<*OX-).UPUP;J-KB3*-`!VS9L9RB<8'Y/_*U#W$;9CG3-:&M'6E7F MI;4-B+<@KEV@3X)X.V4[XC6/1AOBL2=W0+P#XI,YXO@&+R/NS]6`N%7,;;3M MJ-?BN]M0U]5Y>7T#[@KW"9[I]]QI\!%#I.MR3OS"^J,3OC8:%DO;=-`Z(:F] M7#G1XLIH`*K4R.G5Y=U[92^"EJYH.LQKA]#[(:YDZ'Y-(-3#E\GGG)Y>W9R,X9)#\`J+(JQ?/,T(,32FLQD,% M>2%'?/HV%MDKR#QTJB9=S"]-NL'WF$;Q95KGCQ)SBL)3A95J;JXO4&)TIF\# MWOKHNC$/=E6N.3>ZJ'+Q>J>4L_B6KY0W+V,NONL)PB'B&Y.'P=R">;18(`[W M]Q2'!Y,/^F25D-JFQJU?NUW7:NOM3KJ6<50>+\V.\+M52G30L":,>^R4=*-D MV?PPG9[N@OR>[F-,)/._GZB59P"1S5@M3;LOL:BXF7SU MTKK`+-.U>5#=@'8%E0GBWU`8I0ZU:+'4ONC-X;80MN-==W0TXCT9W7A995ZA MM@'N*BKP=;14XOFQ,^>&S.92;+6C=Z_#K@1U%T&S$NC9H%BO%U<\C`!VE:A_ MU4O?U?5T+$0ZE&Y)-7K595>1VJN`C2K2HCLQ!_IAC\DDFSL&76E"JC"9;T$K M6JC:\:\]Y-X)YJ*),,#1M5:T>L/U#?C&5:T;#@3D".[@3^(X)+<^^[ MGD*MEK$X5$TOU>4D/$UCSYN]\F>O_M2)DJ4/F1ZUJD)4_S!T&F.;]YG#NA"R MS&6FMVPZ8+>ODUIF\9$9)5/BJT7XR/=91/7]F2PD_KHW-:Y)NKUK'AJCQ`K6 M9%Z7EU?FI;4-AY%[@-[YBL<^]-HGQT-C'&/?R)LAN`*3_;A'3C&0KK,>' MZG^&0;D[K.FO`5DS#!O>W+%Y+?91N^XG[H._\<:"80BW(-;+].I!L-T$.X3_ M;8+VGMIB^68/E(9FN5+LD+=0-10L)R\KT%\/DFV_:0=?+::;([=VIY?8F M[C/J=J-D6:K^8CB2:L5L+\;-O[YY%,&O:+DD=,KTM^0+I2P6(?X(WW"(XX## M.R$Y\N5OKR2/\"L-^/Q_1ZI?(/D-"_D9+^XP?^51M,"_O3)\)Z%^Z",M+]0Z M4Q(906T?.8N6O[UZO.,A^95(O'CE2<7M;Z\HHS1:_!JP!2+T4B6`$*^\.*.: M]@@+;G7&(.))M-^;'JQ#()8/UY60>Q)@&L#3Z?_"B(NCXYHX7?*Z)^)Q$]MO MJP)VR.F<>,>'A^_5?[]49*E]=I#QH^-+*K$:-"2T\^0!+2'ZCU!-JB9/M]Q. MBFF0Q6F&W_;"I5-N)\4TR.(VP_`X%)M>1&%Z<\$-1N&Y4/.5`D`'TDIV=/CV M"#_Z^V!JG-=^>XBZS\I._3X\/BH00)SLI." M-$G@/NL?&EC_X#SK37KS`A3F^&T#ZV]=83UA=?(5!OC#=X5;H[779'6+'^5) MR/SO&?>=LFX@D$S);$FF]Q>,8S*CIQ'G\`;P9[54QMPF7N=2[DAZ=)2=NK"A M9\GJC$SO#G\9%SP#ROA(3U].P.K0%YRU2KH>`8?D_Y"<,ZF%&/!`Y MSPXZ6^1?AX`[\A\=GBGV0Z:]\@JR&3ZGDF0/BC5)W:.80[*^MZKJ1T;H3*'H M8T[;&V!#6CMME8;IU/=5!J[OY%@P+I.'L2ISJR63C.]T"SR,1CU#(IDLFM+>8T:4B MR%<8*JNOM$UE[%_0 MQ1$E"#3?*/P"=P#=L_`>AD2.U><+!'?>R-4)HM^K]GOO8CL'.KA7HS\^8>P[ M=!`U*]`9*7;+YO3UQY<%HU@BOJKR?H="J$PQCN^(-$E$J%`69;VDD#].<7M$05-:Q]=FYD!`XG M2(WG%,T-S->2G!-`$#16QL*4^!V'AAX%W!-VB1JYKDQLG;+N>OA++A818T2" M"T3T;0>83>'*F?B>N52<+AE?R$QVPCAG#V#IJH'!5^/<#0XBO[X$[Y#/-?T\ M42H6C!Y)#EOA0^>5:4!4%2*9=9YA9:J9+/>>\J>=]Q)EGE(LA)K=[Y)-?;A- M=$;A5KW+`.YIFA+@,.X*>E6I9C#)?+H40,'N4&,OV15D*PMCW,S34/W4E(D=R+5=GP:TAS; MZBEP6=KC,7QW=G,GW1`O;&B<,B&KHYTMEVOKF93A9.O_A-%`C)*<5:$:\CBG M;'5NS2`9<[@'4/P2`OZ$4?!'_,AF39ZV+#N?:!D<32F_<1B'%.7\M^1X,480 M[%9S98%?1U+9HO@KA;=.=0Q%#:X..5U30UB<*:M;F42A?E#P^BXDL_C@6&6T MZ)1S9V-&+LT-7J(5?/NH>HR:D7%3H%#7S`Z$!P&KL;$-'_7,4Y2BGN2<,=ND M??7-'W",5GJ6/=NN!\.4PUOT&"_S7E^Q%0KE:LSAA8%%59*6?*ZMZ!L$3(_M MC&@\Q*5N[D9)6PJX)G*[LF82%=TS!<]QAWS..I3;>"_[F3OE=*!;P@HX4348 M,FZ9FK_2@YH7D8QXJHCC>"(HPKA.V1>R^#S#RB3C9^R!2O6??IT+GJ2DRL*\ MNCJM#K^=\KIGV@C$.5-CXI?8;O`,0OO5[!^H5OZWL@&J MHF]$P[DF(6@!5LX-%HS+*S1&?U;D;XR1Z)._(_*GVK^M6UT>%@A.K6U]O.L,YZ\B M%"/6J>!R=IB.D4PYW?.#O@!E<+E!\QC9\\U3:;9#535@D:Y;L-6Z3G MW+S2T!-2B<# MA?S"9![R`EK'/DC[J:GY,T[P]LAY>!QYUBPA1;LWXQ0">]31!S# M92"$JFF;/5`=>1S"#G\P!W^WLN'U@^D5C\\V*#GG`7I<$IZ/A6_?>AC*,MDVOZFO`+8;VQKAG%,22[*XAN^"8QRHG. M"1%/"G2F+!Y,[O6)CC!D#_K"@160+7K..N=VUGMFEZ#L0>N1?^>C8PNKUW*. M><'C=4E]#G/<&8[_[2)N!QKN>=<[:X'(CKE6CL>1Q;F`.&8(+IT;W:AZ98?!?GRI; M3&711AF<(*F^%%93W(U(.+;B2X5!L3`08>X7A%&I54.B1X&=#]V,3S&!I0B` ME$E0_;JKK8@&1-2"J7"I]OOCBQU*IB4]' M!E0MON;TG:M7=GZ.%@[6Y1=)Y=-"AXPOPPUFE:0"7N?LSJEEWI\J(AD27&/^ MXZ<)HB,J&27,<#:J.7G7/>JC(A$R(=2$$MUI;Q%*CZ9FS+=F<<]2S@53'.NS MWXC+!\:_%P6J)[DG2(.JL3`8*_-OR;B\B%0O+VM:4ZIS/09N2M$1O'G7*)SO M+)UH[9C7V5.N)OXKL+7EV/D8D9[.2@/M]5IKF0?KMV5PKUN5A&(\/TDG3M4B M`EY3TPOB^.)Y69&Q2WY'XTFL$GQAU.\I=*F(^,G)O0Y2B)7W^)MD^0- M4E(UICKE=&U@U:;[)[9B7RG35_%]1BOTG=VAJFRV;$X*ECX7>TE/./J3A`:A M&K,X+M!G0BD63)J`:LOEM%B$GK*0<12P%JD,F9P4JKJ+4/WH[&9!QFAY3Z#^ MV;EF!Y/H@H@YY@M$Q>]SQ*<516K+X:0XGU@DL$&(\G2VR:ND4]S5T11LF2 M-.V[C5K5G-%AX2+%"4V/53=*9L[EKEBGS&;MC.Z9G9V/\,H0#."]2PNP_<9/Q*?G<)I MD@[XM>9^$0#F$C0C:,CC,H1?\,,U#W'M)CM+'I=%4KRJT;UQA[1;UA>ACPG[ MSQ5&!X*)8*@D*-1-&@1JR M."F0UJ03Q._,^F9,WG5P01RLC8-I&LC-\T!NDMR%$U]^@>*'7>-3;^:C@]LB MYN#AP>SZF^32PZ9;+BI7V?J64_?#@ZUE_RQGKR>MP+\6H: M2HI-D=^,4#UNTB&?8HK!Z*7)+NK,Q"R:>R^$+K3EV;M?4S0UE MES`NL!\U6"BSN+=)W=L"0Q_>D)9[_;2]J2*ZS<;J3>VE-==],J"S=$`WRZ?& M[2[-U9N:Z\W%Z%=%C$O5M96=-&:Q:Z36#LW9W!/0/'#^'?9UDWC53^@!$5)> M"[:DN[:J_7M$B2(1GT8;%*J(GGO8KM>211?YK1=JZ/Q90%\@?/#]ZTY7HH5_1GQ[U@_53R!9:-^6>G$ MI'!=,CJ@?\U2P<,E(1-J-5!S*W?/[N".B9'Y4@]KS;'[?E9G[A,.@UL&Y[JO MEW`1C%*(1-%:U;&]V$OND:5]G[8,#NSR-$BE5J\^6>I[#Q4H]T3?;/I%+6:% M^F*X2Z)/`==LMB])/.F-LKNXSEB_P<"29]?=\@M.]@6NF!`C&3]BK_?5&!R& MAD>0F7[H*G4HC3$_08+X>DLN$W)3*AO1YADW:H4)G9RW1 MH.+XP>A`K"BY+9=S/1<__(OQ[_&)48X"+.#!99]`*);^.!*")2\5L6F2^U0_ M&>:_'L7G_Y5>]71E+#SH8U1>$8E?O/8GNVE M6!0PQ"A)6&H4(7AJ)WXIMK(EW"GGCN_-3'A4I?2MZ*JY9JDSHR)&0Q;G(B4: M4>-@WT&3):]&5OM6G0^'$>C, M]33>6(I73CBXYIE'(\@$Z9)S_=X%D8LSS-O$L=_^D_*8&E)P$^<9UKMEY%ZM MDS"<:`.VJT)U*?"DLO6`ZH:Q12>DVC(Z`12;@J-:E/G./SK"XS1MM^Q&P!K' MYBR.\)\\C,'"H,IV*65WZFT>7*\I5C.NG%^1.U8)PS\QFBR?.MM2CMID3'P@R+;)8\;Z8$9SUN M^OK_DTC`B421SF[B=R+G$S*C9$I\A6P6%3O.7O*N=+1-J>R\3X(`>L4&^_SQ MGDV0WV]7DK,UVPM9-FA!8"NTOM=K0-:2T0GPSH@RGV5I;6[X_I+@:7CZZY+& MSB`:I$'K33V M55WB"Y,3-7O"\CI<)1$#^2J\=ZD7$I6DY;K)PN=.:V%W;1F<@/(&WV,:5:R_ MPD?WAFX#\W9[UI;3/3$;%`Z>^50&C0YHC'?,JG9"6P[GC)UTN92NITJ#>D.B MNX-ZE6']3'-E9&_/XQI`8\2_ZZL$DJW8LJXUICHKQBWCX&5J$*.:ZJP8OZMY M1.FO9+1!$D,&]X01\BS"VL%=-;,;TASSCHW]^0E&_ES-[XS+J]"O@-&8O.N9 M/W%.74]/0R3$R2E;J%EL(I71KF>/3`!KMB=\ULWNT\_8NXZD/A,,NXK:1ZPX MSGFM26/-[H94<4/GO-[@9<3].O\Y"3K]@R:;@.SPC8EGTJVY*Y(5L%:9B M3E,QB?%8NSV;`[TJXU`-9R.5%$`RFTZ2EU9'U<=8^Q5Q#M!,;O"UKM0,K,^( MPH;M$M*_"CR-PBLRQ0VFR1H%7;1.X-@6>"+%=;PGK3T;->UMR^.<=9(L*MF4 MPY6I$0I]O19K-$VZYW=-U'\J.U]--N'J(KY("H675!O,0."ZY93"' MJJ$(_H'AZ%Z5@`?7#5-NVBI/1][1\=XJ\"V+Q1V)\N;H9LW8EZJKMB$(2F84 MON#8)51J@WJ2LVJ@['F?A+%AKFS3]2UYLWGPE!4X:$;AV7S\W;)Z)S#]P93 M1(0`7D\Q'#3_/)%JZ21K9W6[9'1/!TL^VZ^4R&2N6YWHEZ+DF5*^DK'6KXA# MQEJ-;5'EUS!3]"ODP$7I-[$/=YJOD')A#"F.V@`3?XZ#*,37TXL(W'DZ+FD< MA]D+,U;]BCB`5,[P)+YQ^"*]Z6/PD'3E>$)+`W0ON..8 M\ZXLMZM^[](.]7DV3=^@^`,J[%957Y%[HM:;&V&34@Y/1ZT].22 M2=*KA#,622/7HL9V&_A]RKK0`RK3U8ASN%E6]]C/2&_=7=)_8<2O:8YOOS*N MG?3M+#C10MP^,-6#;]5*#Z.IS-<7FQ!PK4D:>GZ;*5->;'7+NNN5\03/X*\; M#,\BZ^O),K?V%K;!GXRZ>Q[.)GT)L2\3?TA5/TQ)KBV_%9=J`!<1UTX#%H*G MAZ.P)DIK)O>$HH3QI(/JHUMJ."J?9VC/XIY`G&!Q?'CX?E1%II[@+O,G3RRK,D:_O1`^)ZOV:"I0R5%0S>F7QUM$V*&RR;=,CXKEHG M7B>I,43Q#1^U&QD>9XOO3SE_5'8N$2#:[YC,YFK>&-VK(6:&DQ2L@^HV;M*M ML?&4=WEV,.2>2'X1Z]DEC4/M=PE%/U9V?,GLUAI!5%NAH)'*=%)+/D'\;RB, MMM_^O:IVS9A_1ACB>[>>M?FS*I]R]'>@>7'6W9^M>4M5_J=,KG9AGW5DWYB= M_]C1?8?3[6:\_,*==2^[[-NO&AKN<&H:'6_[#&_Q:' M%4X48_(SW,.Y<<.:**[3:)$X@!\BBZ:9;&6KPR;672]]D;F^7#`^Q1`=7!DS MTVOG(Q2"?VG9S[!Y-G;V`:)X;B/FN2T+":NTT--#M2Y;.PQ0ZX?47>\F20V- M)^E,3\_."^I,8DN6HC95+A#A_:;G)ZM^^_.T.RU?N!UC*XN%Y^#$%4]I*EX2 M*%IOHWH&]S8A"T+=->`*:/4;[\Q.I]X#L",,N3$Y@AEV*40$:'^E`>;G8KDL M-5=3CITYH1HV[^#8DNKHBEO5_I5KNYH2G=N!5'Q&$JZI(7%9F&1U]/3C!0GU MG3S&Q\_6*.>>Z,S_/EKF@18WT(ML$?:]2[D3TF;DW!YGOT8Y%T+9@&L813[ M6(AI%)Y##**OTZZGV=F^4>W=IUXEG+O7.Y6:8S4?PU/*N5C%3\[Q;58RO8HO MWZ+TB8DE45^5O9%>J%16P9YE7.M7MQPC?4H$PF+UB7@U_B8/[7),V;TF"/>@ M5>5>HZ!SPC\PK)=^U3O>Q`.1`L``00E#@``!#D!``!02P$"'@,4````"`!XA%)& M\^LSW[1.``"RCP,`$@`8```````!````I(&#]0,`:"TR,#$T,3(S,5]C86PN M>&UL550%``.T!>54=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`>(121O5J M:&J%]P``L$H,`!(`&````````0```*2!@T0$`&@M,C`Q-#$R,S%?9&5F+GAM M;%54!0`#M`7E5'5X"P`!!"4.```$.0$``%!+`0(>`Q0````(`'B$4D;:^[*F M?_\!`$UV&@`2`!@```````$```"D@50\!0!H+3(P,30Q,C,Q7VQA8BYX;6Q5 M5`4``[0%Y51U>`L``00E#@``!#D!``!02P$"'@,4````"`!XA%)&YZGXK^!: M`0#S&UL550% M``.T!>54=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`>(121N2A:K?[,``` MPVP"``X`&````````0```*2!2Y<(`&@M,C`Q-#$R,S$N>'-D550%``.T!>54 E=7@+``$$)0X```0Y`0``4$L%!@`````&``8`"`(``([("``````` ` end XML 138 R90.htm IDEA: XBRL DOCUMENT v2.4.1.9
Goodwill And Intangible Assets Goodwill and Intangible Assets (Goodwill Changes Table) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Goodwill [Line Items]        
Goodwill, Gross $ 228us-gaap_GoodwillGross $ 228us-gaap_GoodwillGross $ 240us-gaap_GoodwillGross $ 226us-gaap_GoodwillGross
Accumulated impairment losses (95)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss (95)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss (93)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss (93)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
Goodwill, Net 133us-gaap_Goodwill 133us-gaap_Goodwill 147us-gaap_Goodwill 133us-gaap_Goodwill
Goodwill acquired   10us-gaap_GoodwillAcquiredDuringPeriod 14us-gaap_GoodwillAcquiredDuringPeriod  
Goodwill disposed or held for sale   (18)us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit    
Foreign exchange   (4)us-gaap_GoodwillTranslationAdjustments    
Impairment losses (2)us-gaap_GoodwillImpairmentLoss (2)us-gaap_GoodwillImpairmentLoss 0us-gaap_GoodwillImpairmentLoss 0us-gaap_GoodwillImpairmentLoss
Owned and Leased Hotels [Member]        
Goodwill [Line Items]        
Goodwill, Gross 195us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
195us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
203us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
189us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Accumulated impairment losses (95)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
(95)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
(93)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
(93)us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Goodwill, Net 100us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
100us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
110us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
96us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
Goodwill acquired   10us-gaap_GoodwillAcquiredDuringPeriod
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
14us-gaap_GoodwillAcquiredDuringPeriod
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
 
Goodwill disposed or held for sale   (14)us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
   
Foreign exchange   (4)us-gaap_GoodwillTranslationAdjustments
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
   
Impairment losses   (2)us-gaap_GoodwillImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_OwnedAndLeasedHotelsMember
   
Americas Management and Franchising [Member]        
Goodwill [Line Items]        
Goodwill, Gross 33us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
33us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
33us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
33us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Accumulated impairment losses 0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Goodwill, Net 33us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
33us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
33us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
33us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
Goodwill acquired   0us-gaap_GoodwillAcquiredDuringPeriod
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
0us-gaap_GoodwillAcquiredDuringPeriod
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
 
Goodwill disposed or held for sale   0us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
   
Foreign exchange   0us-gaap_GoodwillTranslationAdjustments
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
   
Impairment losses   0us-gaap_GoodwillImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= h_AmericasManagementAndFranchisingMember
   
Other [Member]        
Goodwill [Line Items]        
Goodwill, Gross 0us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
0us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
4us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
4us-gaap_GoodwillGross
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Accumulated impairment losses 0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
0us-gaap_GoodwillImpairedAccumulatedImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Goodwill, Net 0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
4us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
4us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
Goodwill acquired   0us-gaap_GoodwillAcquiredDuringPeriod
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
0us-gaap_GoodwillAcquiredDuringPeriod
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
 
Goodwill disposed or held for sale   (4)us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
   
Foreign exchange   0us-gaap_GoodwillTranslationAdjustments
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
   
Impairment losses   0us-gaap_GoodwillImpairmentLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_CorporateAndOtherMember
   
ASPAC Management and Franchising [Domain]        
Goodwill [Line Items]        
Goodwill, Net 0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AspacManagementAndFranchisingDomain
0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AspacManagementAndFranchisingDomain
0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AspacManagementAndFranchisingDomain
0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_AspacManagementAndFranchisingDomain
EAME/SW Asia Management [Domain]        
Goodwill [Line Items]        
Goodwill, Net $ 0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameswAsiaManagementDomain
$ 0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameswAsiaManagementDomain
$ 0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameswAsiaManagementDomain
$ 0us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= h_EameswAsiaManagementDomain

Y#KM7JXO>+SZ=7M^F/AM*'J_^YDNUQ+2__G\C^]'_C^=7Y[\(,/GS[[?ST MV_75Z:?+OS]>?_MV\>GRG+]>WUW=_O/W[[]RCJ]-;?92 MY9*#\T@@%!H=2 M+Y&CD_V!15ICW:X6>[]#EG[$,FZU="'OQ+B=I.NKII7G#CY_ M_GSW]>Y2WGIVSY?;VV[._Y`S=_&7Z+;/UU_/5Z@"(&4PE&!+,-:V^O74;SF+ MUVS-H@"/1W1G9Q=-+YU>?CR]./MPE4[_O+@]O5PA+BO,I@(&YYQL.Z3J\L., M4DZ.'1[Y?I.7OUY?W7_Z"D%%)YJ'N"*Q#9`15._>2.)7*G>T^^K7ZZOV03?7 MEY?RQ3T'N6I;.IB<<+C"PI%US1W9B]JG==]5>B]>I/*HB7S_SL"O:@>-Y9/OM^68_&6\* MBE?IV1:=-/L^4-2[%`T?[;[:S.S7T&(VR0=&'<`8Z).]V>E!(<< M!C;FU7`TJ74"\:),/%,Q/CQD=KUG9P[([..>O/T0@G)$4>2&VB?=E/+W/2)> M1QT(\'A$MY'9;UV/R6F(L>@@CH82=^Q!7%J5H;MQ9/MM#6_?4-&L#;B:`AF( M5O4)BM4`AJ/=5QN9?295DQ%=%I(X^ZT5>3Y>::UI]K$0);!@L;J< MDP(*O?.3RTD?A).RD9S6,?M&F^IUS%8+98Q"AUP_>D&T5,&:R7*].;ES&9P5IHFVN97;_^\PAI4@!D'T2 M'),15S;6/K1$:$`>2:@YIY"<7[K,)Y]O\H4-U4^Z//WV[9^_?Z_S&-K\^Q_' M%7/(:TY%5S:.C6I^?Z#9O%&8SQQUJ;1)O)["WJ7R=/Y4::B00%2-+"5HSUH; MV=0V4X[`86RP+;E@C':O9&%;@3N!,SIG*!&)'%KY7R+T(A03:J`QJ0!H_=19 MGUHJ3S:871Y<4**)96?&V+K_:AMLF*7+H89!,80FNT*'/?5X4R]K,JSG^3PJ MSS0YX?JPE>9RL[ M(",$DU0;]M63#CZ#71D#?'5+WR@&DW3*`;+/ND0KJD'/4@HQ$*Q.O;PZ*:P9 M6S&BZM&A4^W"1^3".?>F+>+-I8&%?_7K7R]5XK4+P,Y"MM6E9+%/?];>F)6! MI6TN?@5;]0$BJQ2"F.@HVIQ\[IEH)89\\.C/8*M;6L+.39RO44>M*"?;;MNW M\I?>^E_IO#A9=A^H[B9ID=B*WR(4R(=V;ZB9NH<=4C"$@7X_F!WR?!,';"V@ MBP:#\QJ*1N[N2W)@#V\G;&3BC/:UV%"-A>BLAVJ@UT:;$H:UT:]>"FN:./F6 M^R+4Z)N#IS2$/FDZ4E:D#V[]ZY@X#R$)CPEL,U6@ZH+K_$8.1UI9*;G-Q:_P MTL4H-RZ257-`B4FT.79JIG"8]GF&E[ZE)>S* M*VL\7I](-C)QQ9F4E;7&6$K"WY.*O:N%_%,/R.O![)#GFSBM,6DR;(.PUUH8 M4E=N9%T=WJY_]4O?R,3)IH=$3GPXW0;+*TVY=VI-.))>>_526+<>7F'VU>J< M*7BK=/)='_@VO6YE\O?5K7\=$Y=+)F9O;?14,G-J]Y6^*T./R4Z\^#^N+\_. M;[Y]?_KU$MK>*`$J9A3M!*SEP`;H26#M8<#(D42_C^FKN6=8^Q&?2N2B=J2U M<5"$-=J"NO8A6ZWE,0_H`HIC\>)'%)-W>=W/QZ>[V]-/E M^;^NQQ7"<%GPQ+)8N:PSQT0)=+N['7(/]\D_S(`"BGT=#V^_^+EW)8K=4Y+2 M+BB%XJA-(ZHQ8*]A#CZH,"AF^D=XQMX^)@EOQ'"$V_D417$$'9)S)?D>IXY& M@QO>:S5^/`-WK&)]/E-J-2F4G6:QDR@T4668%7$Z&P=D4;\I.6X6/#>0R?E< M5(S5)AM=[;>'++HZ.//PMO;FNJ%X6XP7/\95GRBHJ&K7H%$8W?#.#%@]GI0Z M5GFN10I#1%0Z6FII'"BI]DDH/IDX8H[@@$6IGZ`^H3IC*AM-K2E\U"/J4VTIBB"+ M^YI`J(]V>59[!%0';IW1;OS>Q;&*=8W;F`Y4JJYX5<4?)IL+]%00&Y<&X<)# MIC[KRW$CZM.2"M12"2Z;DEN_1*5F>7,8LLF#IC[KRW1-ZI,L1LN9T.B0,;K' MB3JO8"A-!^,%Y,X.99VI/).++\%8"T2$;9K,'Z@,U*E\,69LQ*RS1](ND1"A4B[PY1F>2VQ-3A0AT;!>&+K6,7Z?.KCM#:MJPE#0">; M4U1@KV\3D>J!'WC(U&=].6YV;37E]/_D76MS&[ER_2M3F\IF767YXCD`["15 M>-[:K;UKQ]9F/Z;&Y$B:>RD.+X>T5_GU:0P)DM)0(D>B*X6VLO)0FTZ,'OCO[YO<,:4_/1WINJ3>8:8!(8B\93IO5-#CK MG4T.^&6'Y_WQ[./Y0.#-6:R#AR!:Q$"52*4#>A00_KX\GX>6\9SQ*A@MK0B$ M!^2P96G90`N3=V)GH,87#L71/1\O%58V2*ND44KDSNN4BT8ZV4T]=H;SEQP" M/@+B1[D^A`6D\D`8D5)(1(E85;$T),CN*DW^HOFP/ZS[NSX2?$<-4372Q%-' M8F9$D\9I3''G:,-+=GWZX_@HUX=`E&.(D4)0ZK54VJ.T@T-0U$VR\)(G*?I# MVM?UH81Y3[$7F#KED5#RK;DT>&"/6AIU;N9]7_4=Y`S(P&0Q6!L5S',@PXK6) M1UB1"-`?[MM@<$J*]TB>A;R7P1E)\J"D)>#:Q%[.K#.!";0SN^&SJOFX111H M5AA)B3,,Q6.XPLRSD$@9]I7:?K=RAZ'DQOFQKL31- M.?OY>E)4TS83PE4QO;PG(\I_/90QP//<6:DU;RO?L M/`G/M.02`^\H3I3G6JA4N1Y MT*0W0[([M#Q!\4VSV9:R9\M"UJU"+H:!$\>P441!/$<\HBEYF.'BUO)]2KE# M_OT_=/J@>"X@J%I%KAH'/'4,H%&>N-/5F^ MW\?#JEFX[^NQZOU%J*=E=3G^-/_<5,.JF%9[-/QMUQP\, M]#UB/$[4AWHPYD2">8%7B((&IE;!I9.?3:3D>W)Q/ MBW$S:@N2]4Z]$'*G@31P@#$#:0ZQ-D_:&2.[1VH[3NN!!#\.&#M"\X`(P4%2 M">$8@U^P#$LPA/,L=+.FG1P8'Z95/5T<^8)K/\31/%:3[-TMA,8RM\#CRBKG MA(ZN;AH#&7<=)+H[F`XA]M%P6`<%<'%[5RJ!#DW,X9_<,LRL^OLYD[E60A(]7CX:STH1K_,IU4SK`;QR;LV)QA'/8S>TF`2(+0A M'MM42@.E9EI14=,]O7P7F<^,<$9H?=&<6MX\XR3B%P";EB8>FY"H/@^\.. M7(<`9F4R'\IQ,8IW@8&DJ38]&$SG=RO'[G)_861B[5J!L]X)SH%\TSZ!W*GN M$B'KS'L\0=1OI_)#;G2P6`D#/IOPE'IIN$N5G`VUX+-T`I9]^?9Y57[0'=<, M2X<,]CF&=K7Y:I.F)IJRSC0KV7>D/8K*L:SWN-F='F['@.+@C\VL&MB8,WQZ ML\LY<1@Q$^`G8I1XZ15)>ZCCT;7N\;%]@ZU]5#T5R)*WO1=B6%MA-0#4)E.$ M`$F;=,2^/7^VLT;*20*V=%JN_B==68R'ZP\% MWA6J4;M\NG0+=FW<)\3B6$=6:JHI-HQ0)YD.>=!6^=`)F\\ZN]6_/89;AK9% M-#8[0`@%PT_<%,"#D33.&7B\*G\:F-==;MY?_SYR'P6*'=X)<7&_3HX#XD%P MA+60R]/J0F'<+&Q=TPLDXC!2C^F*R?$0]GL1'WY0%R#R;3W=% M!-88+6(I=+`MZA"V3@C)P"=6C#J#.CLC]G6`>ZF]'XX+@WP_7MEKV1R(RA\; M3CG.G.5>.99+XN(PF$KO@*?HNZLD9_N[#OWBP=O"."UA0Q8T+E%LBP$,$ M-1D+`<63IWK+7LXC:?FQ',[;9KK=R7XM)DWY_D)/)J-J$'?C+(>@]Q>_5M?5 MK'@<^WIP^KER07FJP5:D0GF*%`,QW2IG^S;U4Y0X/DB[2@=0"*.-9I1K'00- MGJ;P05A*NA6Z]QVBOC5(YU?%[(]Z/AK&M>G!S%]F'*,.P?KNCFB'B?E-U'TP<@I@"]KE58*:Z,]0=*OG%KC M0V=NKEO^X@"*QL6\MJ'U:%1_+<:#UGV#;E).OY2-*4;QJX?S:SS\B/.;27E[ MLU:Z"B*`W^I9'.(&9?4E]K]=&[8(AYZ!9*S-&0_PZ^!3J&F8[![:5QW`]M+V MA/`YGQ;#;1D*+/86K.(DLIA(XHY"(/ MC(.)I5(I7HAN/2'T?%QT((!ZVIKA1E%M.+8:>RTLH7DZ$PRC7#?5PC/:VA,` M.HBM">,4L9IA[HV2'")LFW:/8"&ZRT[/AQ1[#EO#`4$$JJ3QS'D?I(UYG98> M)+7=82TY2"\8H)ZV1FG.HISG/)4L4B'.E]ZW<_5E`70(6[.&!D:- MH$HZH"3%/4LY:8TUW33YW2P:AT9JL1]\>%[;NIG!]_M.[QW-_#3R,,PIYIR6 M,N<2'$R9S"\8V`TX:PIX$&1'T\>TL"=#()T#F!DSLE9+<: M]V(@/$@42$E@@1D=-):Q((GLV6V9Q+P!S,&1HIKW)?0JS++6^LQS7F7?_ M#A'L:9Z^) M62V/Q/.\#Q43/AJ*[=%1/1C$34Q;EON>R\^&?J>=S#7-I=-"YE:E5%5:.) M@V#R9+G@8'>/[9P>AL_E3@O&&-8^=XYCC+C@0J;@3A*<=Y.]/]:=?CD`]K1? MA@DC6FDJG7>$!X956@+5X%H?P`$\;>@.8;\QMP*U+%@N0QZPUL&N@CJ'NJ7$ M3@_#YW*A%?54(>>-X`S'8H%TE;T4XF'98;ZSQTYPO1P`^ZZK,D144!Q;&O=` M&<8M3P$SY(1Q1XD%X%:[Y94,KC.'?SP,W6HCVNDX MRY@YJ2U$9[FTRGFEU\7NE5-Y=QZ_YY+06N>3`ZJG;5J!!8DNB63.Y?$\`4W] M2J@@[SMY_T*!.D@,R\$#5M)0S8(70E*V6MLW`0#L9/[IN??AX)`]E^-+/(G' M`V,W$MI@(PA-89?.0W<[3>>HX(O%J:<-:A^"T8$9HDF.K"<^5=S2*">J$R$\ MMPT^OS<;A*`03A$G`3(G0Z".KA9Y6/>P2\]%GH,C]ER^JR06$4Z]S\'Z+,U= MS+6TQ,E3?-\X^!W@U'>2EP)WLY!KRWR<(@)8;W1D=R5H$(FT*(&.]FW8_8^RNKR:E4/]I9P6E^5O\R@C"%^-8BZH11JP M]_-9>^RR&E_>YS_5L'NF9U-!0DT53R:[#C\($(+C4FJ*&Z\V989#G.%)0"B3D3![GF;306Y M=)@:`D8<:)#.>XF6W5)*RXS=JB"C'#%.OJF"G9M,T52#OAW4&^>=M4KF'.Z<-@ACK&6\W$R$A.4\E6"%"07IK MVTG.F*+H!)1[N&-28W.;*_#Q,.;$2.BBRPDXJ6'4V=XQ8WINCO%3E+MZJS_] M'J%'[->J^%R-VNPA'^I1-;@Y!_G-J![\XWYE-I)):T/`@Y?,,"X@:F0LU5F@ MQGCRPW_^.)J]&U9?LF9V,RK_XX<+>.3917%=C6[:Q)=-]EOY-?M87Q?C=^W? MFNI_R[<836;O?OCQ7;7JOL4$_>N[23&,FIW-ZLG;?/+GNRCO M63&J+L=O1^7%;/&Y&@_+\>PM17#!?2^)WV\3LAI?E=-JMO6^G\=9*#]/Y\7T M)HM@OLYF5V46JC&,6U4QRI;S)I&P/L4F**;#)C,U_)?]]$/0G\P/K[)I.8K' M?X?;+_Y],HRGS7ZKW[0O.$,,[H2F2Y]^>/7ZQ^)Z\NY?<(Y:-?X2Y7RD3HN/ M\?*W,:EV-5AHN=%!LI_.ZPGT9GDZ+\>4BB4UV44^S/ZZJP54+W7D]B[!=1R"R^J+];OV6 MK&H`W#\!JV+6_NEC.8DIY>&E+J+T4Q%[;%..FWF3[HXH9_ZZG%[&RWYNFCEH M<5XT_\C`'1R4KYZ*68O0FVRC2:!%_SFOP/!`_0QTC"K/ZNRZS:M99O4&:-/; MH/U]!5JS!&VT`JVX"]K7%6BS%K3B%FCU+=`N-D&;KD!KNU;1M-\V\^MT[_)) MMZ]=*E)<3DMX%.@S*6XR>'J\ZC/02@MXS/"X(6A\$MRZR/MXUHI43YM6P6(, MSUKE6?DW(`CUB_\W-Y58PNT@LW'OTF.X%/.+ M9L4%7)TYB"@BY6:8OVY?MA"D&-:3M@GNB#&LAMFXGF7717Q5,1K=9%5[?C.K MYVV.[09X.#;.$.1+7-*DU-K-FTZ?_0LPY-W?__TO>W'\G=&`WTF-^+=B!C(^ M8F``)PL<*(TL"870%'?[TJH\P='OQITF+^*ANTZ4(B M'UX5@'&K3*J8L$$852HATT+0)%!;F"XCI"U8"T3;%P.'%UF;%Z6^J("\(TLN M82VRS_,&+*S9`/]B">I"O$4?7X@8G[34J1TJEIV^)7WXO26VP;J3S#8Z2;'N M)"!_G8W+^$O,>?$PM_/3X'9^?&[?C[%OTSS&&WE$^G,[./8::X1(R"4+`CN; MI[TK.N8;__ZY_9?YZ.9IU([Q)K5C?`QJ7S1ZUK9ZHG/!6CH'H@"LBM2C@4,W M,T[$6[)ES@GPUEM^^@TL\ST84M$J^FL-U-"6+@#+^PH:@\%EGRH0LIBV=\<+ M7B^H)'ZT0`WPK,T[,O]GU0`7G8(7#ZVSW8N?+("*7\XW`9J!3I\7`"VUG"R* M72W1O/_B:N%#;R.#Z)O'@6`YYQG?7V3#Y8QL^Y26OENR*UJJK%<-,HH-,KC3 M(,VR0>*MHW6#Q(^#18-LWO$@XP)"I\"X(,93&3?K2[D/L>*O6@/Z,(TV'?VK#Z-B/%M85:QF-&F=I.7E-(\L MOC$=`H981PQBDM.!U-6N)"UX\7#54ZZVWOG_DO<\EC,<+Q,HH M3!RCOE3UO(E$&$?*^WCOCW+Q$#"!=2Z0B1'-_4E/=1'Z+"8V;)Y*NRGY:L*PD9!4"Q^]7W^)W1R#B M9>=83+JNND=KM]FJ@R1JS5$.P?_!1&H%V-!\P3W#Z&>">S:^')6OH2]NU/0$ MC!?2;LZ67-?#U"' M#XH'Q;3GA"(9P%%#SAK"G`M2>R5.RV4CZEL$S./R:>2!T7;RP.BXY+'1*;*V M5V2I6R3&4#@NCOD1!%OCXN[DYMKI6WMK'S?\G]?9JEQR]+\T?#ELWP6C\W\7 M$-]`U\M6U:%7K_[K'$*GK+TMW;NUM MW/+CX/]%&/NYG'V-/LMP`\FF1;),ZD3VJ=N*HW>F0>,?6]K^_N MS6T;V:+HYYFJ^0]=VLG=]KVTPKO]_.GBXJ/F5!%H,1K>B<7^U1%:CTKX MZR`UM)T\2-A]"C>E82U;D`C!VI#B>88*$-@70^V<)AX8Y)$"S/K\(H"]HDJH M0V9:I=N3(W)M=OF$R79>U/1^"@`8@,B."/V-.>_5U=G5;?NB@:.TKJ]NF[WF M%1C+[=9YX_;FMM[:;W["03CO17P/XFY'WMM9P7L[^^6]ZUC0;Q2^L`1AV*O/ M<3]*3>HWRMDY,X#Q&;_A=/I!W&4,WR3[37.OI?L(@G%`U%=)5:.]M#- MO;$X+MN9Z8H9VTK#*8K0?:[C[G.K!I"!22_=V>(3M4M@I$GQ6/P?@;P#@T2` M!!%"=!``X&;P$(OPX+-'.G/PN`^2%#UU`LCXM(FNESH,@@B8E,B;ZL\SUV7! M'>[[8'=FG%1H*W^%#OHL]WWRI#44VE7\MW-0_KL+)TV9L@.*2#)J0/N%].<+ M?Y#W*.4<2B]SX.YYJW/>NNW=7G4N&IWS=J_53B?F-MN-1O&ZKR%^JKX^ZN?V M`V_P-*#[_*>+JW__]N[SN[MW']Y_KK'K=Y\_?LB^7;R_QE^N/KR_>_?^MYMK M]N'CS:<+]<=GD6!SL5.43_8/D7(`A><8E9"ICTXX,="Z!.LK`LIR&,_AF+ID MD$,TS4O&$SWB3%.*-A>S`/3SA+$]3)KF8+(<5?+$M?,>^D$$)NS;1@M6O=0O M5-2V%H7RSU,>16##W*MLD5\"4#8^XDEA2B"H[CH)<,(-YD^`_&DBSHT`MBB; MC#RZ=]K\ULB#YA(O4/`ET4/M+0T>?:'EX9IPT^ER@[^X@U3@X3/D(A+^W M9%O*KL,+=!YDNH)9=#-]#`+`4BK:\QLHWMN=!>U!']=Y9U0[DHSZVP97:8&XB04 M8S<>LU=2H!4#\L?(PQMU(X]YC=HN:(HJ[XEKGPB@M0[DS%.M4J=E)"9YI%&D M\Z@=PB$2'6C*MR]@%S&/,0KM/>-D*`9PR4KP/ MD(6[(4.[3J1"UX%(W M:L^!8N-@,XI[+5%T^K9R'"!GSN'K*WA$@E#R]=OB=1_M77&4\VX=DR%]"/IC MWM:?G#%^SR_%#\(Q]^;Q`J_)'JQ/S1&>EURC*G[PNP3S+_V^N;$#2`"6J5XD MCZ,@_2%4RU*_/+J#:/2VVSYM=UJ-9N?;[_MXA.$;!U`*)T"]33\L>*%FJP^S M3S@>%M?L_WC2/F%A\*@_-[)KOXL&LX_ATB>H%?UXWGAJFTGI_L@PLAUN)=`&G#E^SYWOMRKK`0\E2!\^S^.(\1P^/T<$C:? MH';^>X+^^9\T"N`O+RX^A_9/<<`D([OB@M"4P%`X:A<99X="PY=SQOC[H-B!9PQ]/_,`7 M)]]E^UP#`)NSH6IQFUQ'APUP)EMO\\0\KUDJ,/=%.6U3E&/+`>^?0(Y$3F.E ME!\%6&I5!.48A>)!2:I!PHB$T5KP2S.V=?PCS=0FN03W->O&=#I;3ILD4T&` M_2D(!H^NYY%8>E8LD9%$F(EWL?W2/Q"I)+6-":UN0V8):^Z79I:RZ5W;RU$W##D>76X4B]#-5]'#A M@8>UT=K[H\ZU@7!L%&J18`U@A4,O>'P[<@<#X7^?A,&;IE,?GDF;7X.&6_NT M^%X`:*F`:$"`E%U^7"49QKF.+5Z`FQ'A6.63D;E$YE+U&/L^2"J78T9^O&>S MS\F-1P)K71#^4KAT*L+D.2A]=3O[,FIL01*;Q5M%7`Y%2[>C\0>>F8MBD4-P M5_'8ZE:#.K%B[$G=0S%8U@(LPVIY3^S))5B)#.5U0;AGB!40[.@:,YU?!%HI M<,@@B_M.%=LLNWYO"[.U6EMSPI%X6C7+/2]P=`<571?LRKEB+2<4JJ+L/LF_ M,5A6>&:VK'!UQ5D-O^M2-D-+[QBNB)1@NJFVSDB]ZASX5SRI29"UFLH.``\H MBD*W'^O2LBA@4CBZ_%H5D?^OS#DL=8=JW0E,'>ZL]<(DR4S4SQ^(H>N[D7CC MN0^JS"]+#TE:M>"+S(#/;$&U[A#X@/UO!JP?!%^PHC1?NM@7JGW+&/VYV&\; MO>^,LUB*88Q:^U`80^H&;`U^'BT:`-L\+6F#DQ)L4LFY;J.`K(9X("0P;D7% M'`]SXG%'-]1(,4#/A/#<+^(-0`_;=.A^O$4UUS`8Y]!?\?+YUE`\_))`"BLH M_PS"+T:.)-=Q8I..!UFEK>Y\Y.B&EUB\'(6Q:@VT9,%)JX/]M#EHG9NM\JXE MK0$01(:8KG&N@<6(I^R#)BM38#2\S,5&%S6&Y.P.01_T%TR:M"&#J>WTNL:A M/EF:$%^SLW^$ZB.0U<3HQF%F%FJXJ8("K)AP=Y!OEZFQ(Q6&JF5WTA]\HVK^ M4_99"';R"PJ(_X,"XB81$.P"!\"IE@LG\&0O>*RE$^3R8FL9<[-"/*W?VJ'X MQDD_A0A_#:7/V.L5D,YW`]-BZP^1[P@_$M@SR0Q*M^JF.R;I/O/&%OB-88O# MG9LK]DQOIQ5'F[0^*E'_IM:2_DVA&'/7-R;GSXQC46KY)(>#X#.DD1@6CK/6 MF!,^U1WO3!G;;?,VUUC\][\7%"ECG:S@";%]K[;*#T/&N8Y9C-63S9 M8G%_,FWFB&]$+P,V-UWIB"I!2\?,F_9"=R;S?9@`6/@";VIQ1Z;5W9?6/@]J MQT3MF*@=$[5CLBD63^V8J`,&51IOTXY)1J#BJ3'/P&\VP)OJIL\OZ1U+^?,D MK)?=M[\&,M7)(&PVNR2>2#P=O+-,Z0B'&C*16%H/L`7WCZF.+#*GZI$HJGXQ MUX=#+4=\$"HYKE*LBG1ELK@MS/XJ*%="]-BJ&VP6B?9V--FD M+0QU?Z$>%M3#PCK%C>P>.YC\WIIJIC0V)0L(=2TR@$A,K0O;^68P-54_$@Q9 M/]"CE54:9>GMHL/*M9ZYV!*UIZ!^M58TCZF6=Z)Q?KXW$B4GQ$X"M_SM97)F M]IJ?2MJ0IM1^N/UUJMDEN[,<+6RZ!2E`FP"S%$AGD.^6I+7-_BIOK.ECL[`R7H:_3R>:93C-8X>0$8SA2+&`RMLMSX\6/JL0J:8SS9`O&.@28 M;WBQT"9''\@SFUG=/N=143]6G,%W?B\*Z:=S=JY*#LVTT\GJ:Q?`L.\V06V# MNSIE%U@.J\M><86ZJG,\\43:OC[I^[10+YNKTC15*6N8G82:E\`VDN)1\=65 M$9[38&$(4X;`<.F*@OM:`B9\@"H/1AU\R9.,,1ZS?<)F).?WUS\U6,)Q&[@F6%W,'^4P_" MCP6[&4^"1Q&J=_U?T"/89>`/9(U]%M@PA37K]0UC;FV!H3!H7T.,H!?N<,A3(?%<8 M^:0IS+JEX>S1!=:B+[X8PS(<>-28^R`-,MP;`B4ZP'\0CY)*Y-RQGI^R1=!9 MIW/JKWCY7,.6^49L'T(/]KMSNY;$RAD.E2&SXLUFT&WC7F:M^5YFJ#I\%+P? M#%2'G@0`-78+.P"L2=J71&.W*<%H6OM;>\+ULP9+\41L6DY4V:MC== M\ZQISH*C8E+3Q$[%I-L5DQ8A7!?ANA-5VPMH*O$Y?"4J"2=EKI%H*HEHJHBZ M295`I:1>(E*J`Z(Z(.M)@.J`#-KM#2H$VCOCI4*@)WEO"TO=BBV83AU\FO&( MR;2NU-FS9E;OM;3;GT_F1R931=1/^3`WW-+_AU;5(!C9MKA2H93XQ?)>= M;Y#L?:B2KP(@EMML,05?YM%[L=))39/;<[E3LVZZBLO(D\X,KDI5%DV$$P%^ M>]-3IK`^EW*MZXIR1:H#@4UZ7#TA-,F'?EK2.LN0'ZQ(X5Z6M8U934(-##2R M,]_,!-JL\%95S_3%/?FZ`U?.3?M=48A0RU4B)&.&EQ9A[#JO>.E#%4CG MAQ7S/8\K/E2E"R+S-3#H+\O&)&QO*^]6>I(N*)FB"T"_B+$VL,;NQ%DVZT,CJXWN"?#6&S,0=`EC\!1]0 M:C%L)(77VM19$:/GE]L-&Y05K[=TTP.\GRBF_7"^7M;\#@PCU%*==#,5::UE MF]>F@]R@@]4&QZS&;#VCJ["*O7V7DUZZJ!W>C_CX,`*W.2]P%U6MV0)3IO\; M$M*`@<)U/PC&!RC_-#SDO):@H6MJM'T!5(154T\DX"*L+86N(4/?L-6,6OXS MO100SJ$8@RJBS."&`U*CUVMH^^%9/.5T&Y;.GN[)L%P% M@>6&IA_,S+N*\-]?Q5?0?-G5LB;4AV#`"?K@3?G6''+$0=_7G$`A&JPK<+XH M#JO<:MR?:CQ($(L-8WB2%.$#8D)F.N6V6TN_($9B;`7167R=J)(IP-"\@:&I MX5XUI[I;Q8$00XJQL9)(4!+L4?@R0'I2E/`6HQEI6YIZFGDNY] M_O2<556N)K7[M:'1*`@82]OK["".C.WWO%[4Z;_DRQK,:%W"V@`#_A,#M@!1 M`2"0RI?[L7+D:)JAYB*!#^"ZV.E*M)VH;6Q?4G8*Z4U!WBB.J M;Z7N%%O99*:@4XGN%`UJ3[$N`(Z]W/<#=:18?E_;%`G9[)85:)`[M[1.R44.6/0*T5$`L25N@"O14*9T: M1HZWBK'RXMW77C:!O$H-B@Y+A8V]J6-D+!V+L42B[@F1=4C6[4W64;L?:O=3 MKE04:O>#2=0'AV8IL,X@XUW=[L?>273[F;O=-#S5>?50NK0ABHN5+M%S`ZYU M2;2<5?7D)F2N5=GS4Y4U*:GN9Y&PH7[]ALC&' M!FNPVC+-UUF;*_9=NS8!3+M"2A/FQQJG^YW6%(Z/^5]!B,GQ64%:.E)XY2!A M0V4(O:+KNC0R@YSQ!OI!UZX$TE1T_+R=8W]MVD=L-8)5(XM>N>TUV`U*TMJJ MJ`E$KJ$&/$/@<6:0/0^?!'^1M%51I*ZMU#U!$*7?`_O32=V?@Q@^7?$0E`A_ M?EZMN0G@9FM^:\I^P'(_+U!MMI)1SD"WL9\-0!^YX4!5I;DX\1L8(+;0"+DO MN1JF+I,Z+0V922C>((^XYZXOBRK-;K0*Z(-RE=0WJI(9+2V#')-/NY&!0I)U M_5$">:Y0+Y1S34TTO!)@S)?IWOM*:@+($E#Y3')/5U^"EN,QH89DYV;+K3U( M>_`L_JVDZ?I\9O4"!@WR[6829\+]F@3+>(=4]!F#9XP3TD M).Z"T*XQDRCK5VX^N*2U$&880$]LX7ZSW!"[B]EAM.%^M0\ MZS/8*,&L8?(,K^,Y;I=OQ9A2X!)N-\?L9KPN96:JI93B>)G^F)@TVGB8YX,K MVC^"7220+:)YH?I2X/J2]^9N`;8(0LG!]J(SMK-Q:\G-F"!L1->\&V&!29NL M*UCJP`6L0UP*Q7WL*35?FFIQT3;?-R3I\:!9\DS,.1Z7TAVZXBD_5O5OR\19 MGWO889+)D5`N3275%EA,>;GT?&'Q[[#7(`:\/CBK7K$N@_RZ8;@CLKT,NVNV MLPTQ[*-GV(9[B1/#WLI54DNXY,\!FA+5\9L@AXRF;Q30S2"8%)YPHJPM4,Z% M4HQ3I+$4Z]KI%5GE%9@*'?"+%^$1,D5GT M""^5VJ3]%ZA9T<"0_A4$\.3B_ MPQ-^X$EO5SQJW6>_'P.."9EEA60-LSDVST;BDY$^I+\"^,X>8%/8OS]M!9IE MJ@S$`QS]1"6&+'M1?JC%KSQVP:;BC]QU%:X\"L_3TP06NXH^R^.T65&`1MUL MUHOAWT_Z^3(^^"N6D:*>/3'LGMF=E4*C_R-A/$_DR9A+;*$)Q"O\O!VS3)+@ M.E7B&6Q.N`_(0;'!DD)XWX^5TJ8?H\1![*N.M\B"L\>F1*8>TQ=S/9N?%RXY M-@VW3##_)P^YM*WDNA#49S;'JH#;Z7V]Q[D*2]M8:QEH>*1"JV%> MIA_&\X\SG;7X11>D<;%!+KD<:T,09_O!@]!> M([3TFE)#@<[$.PTJIZ>*H=##T?ES^JG'-"SAZR@[-(4DA MW)RW?>9^Q-F5Q\/#V\$K5U8`;SNWP"Q^EK=MJ&&EF02G[$(WIHH`"ND?=;!= M_;HJUHMY@/F0`VQ#[IO+;!A81([S9)RV(N!\(A9V%QNYXD&G.B+EX=9QE3ST MWP1Q9-"_:K:(KZ\X7.#/1-?_PEY%.,1)O,D\=0T$%<2?\*G&$%5XH%+7!EM& M:I4$S'3P.&C#:LB4CP(0YB^0A>QKP(Q?UI/"A`W5YF> MKT&WKSN*D84@ZS7R(//\N[&W="`CSU>*GAE0DK9XX/JZE&$WEXP2WN9$E0PU M\J15@KB6+;GQ?6EDLM9H6J3#,#?P0VH!Y&)',5 M<$J4*S^QHM5!,DWFP1U@<',@QCH8K:OE3#$<)1O,[$KKY;G!$"A#TY/(CPP" MA356/"0C-1VG]G5CN'XH..C(N6,,!4@8"4!+-J^:DO`PQ!E.`EG"8,[[EA:; M!XYJ\2-CG/LD%YX"+WC@./\L%;`+5\H8!_Q@ M`Z`QGZI)5GT!VQJ[JBWL5&D+FG-A5Y0Q'&_$PRG.BXH3GB07SC'/E64/;&6!B26!-.D&L:C4IXDZV[*0ONZ2\E?L/VF3@EDY6?M3'("URLQ\?-+UZGGT5<]?0)&G MR/KL,S3"9@8C6F89>MDZ#NLI63U5A=5XH1WI[,)!L@+,25A*KN5Z.6"46=%! M/D::%+D;;!E?@JCW;=<6>,KSS'DY5S%7J9_TIS;HL4N3 M1N,-7KOC`MH.1*P)Q^_@1+T9[F7F0B(,2_WFGQTOLKJ)VR&R*ZFZ"J4 M[)79F'K#3$S]==FYA%%3@=KFSJ+6!9DR!5LR5IHPF3MPSK%7C`1IM@QK4?O1 M0.K65E56U7*I0FD?OT7" MK(;?LG5NME!I'X[+M;,6#8&H6.7Q1SW9%"DK*N*J)M)NK05F1$=T1XCW7`; MM'T9Z5E>?(;S"R#BF#KB1BK2&PKU6G4>F5&`R>88)=:S912CP=2H4$WJ";+@ ML7IRB0I1U7V;E!8LU^B+0[EF42&*H1O*B/TG!E8&>YQ75PUYRP.C0L_(PPJO MDANXTHDEXH1N0O\\FF2G@5GXAN%?^%;-L57#\GVI1']9!ZH5Q`7++M\EL#S` MX@56H3*0=)&58HV)L,J0.^N8H\37T_.8Y&3Z"TK!BW+N#Z$;(N`8X#"7CSU; M"[QD&/NSHK`TP50N$N@L6J2S+I>BDR'1UBNZS&@AN?`">!.H^S_C..7;(`1- MS5MT)EHW3B$OIF?Y`<%X[$9)G(\C^ODJ#1@'8BYJV^]\0!:?3X#X]:'G3"9] M[#IFR#6`5%I^+MUX_;Q]Y")J6C6Z-G5.+MFE8N:&M*I:A,-"0;#0;$<=#.6KK*TP42;:.,!Q;,Y^]]PX5!^`_=!,,`Q M7*?LEQR:SF.3050QBRE)^PJ]2!Q>Z_O`:K6IPVY%/XPQ-@!TTC$=/6N:J:-\ M(7J6?O[AN]';"W0`)-49U[E*#;"4X2OFUKM^+`8?=*D1_.&?__C[WWX8O;T6 M_>B32%K0_00``6$IA+Q#[>0.^.RE%SA?5&X^?/DDAC^>W%XC9_EW^\^[ZQ-0 M4>`'[D1O+MKG9ZV;7J/=[5UWKZZ[K9O&9>OLO'G=O6ATVZWNR3^?L/D\#-;I M7F"7%L.`TR=SF'-YS(:,L;9A:\S%6KA^Q.ZSXU6YWLH^"S#U&N#VUK!XYIY[ M[[]UE%=FG?-,G^*)8?2V_N3X\'O^O3XV4O3FWXS79`_6RK4#,CJYYL>3^HGZ M+B?<2;]OCHEC'MZ[OEXDCZ,@_2%4RU*_/+J#:`17`V3Z2F5_XP",^42*M^F' M/(3P4;EUA]DG4!T"7*W_XTFC=<+"X#'YDEW\7328?0R7/D(MYL>33N?;N2?D M'KWL:;,;&_N^KUF6A=(&#[K!50B?D/0#.@\<[B5$U@^B*!BG]*B_O6U,OC)E MI+/_J:O_^WZ.!R$GRS.8_/?D"?F?-`?`7U[<1H[K/64$,W;3VTY"]5::9!]3 M5?0:_;ON)%HF7N:TB[E3>A:P^P<<5F8/07*]';D#$!%&9?O_DS77W0`^V7); M)]8AX?.(MR"CC:/>K_RK&M";J9?L0OD\"/T(_?:`?AK9V*KM5"#N?+D/81$#-$N"\.W_.(X0PZ%5NL_NB/L[3YH6J)ZQ<*4JW")+6L0#C+'(EL!,>HCP`"PS$%FS\9F\X]QP("X"40E>CH.IU"X=5 M*5`&[^N'S/$$#W\\\0-?G'R7`8&X%W$OXEX6E]QDHQJD(-Y-C=1!.]PMWRP6)3,+*3R4XV M8"<;4UTK;R@391%ED0>*"(L(BPBK'(1%KMWO/T3P-[+3#\!O"BB&/RS;,9:O M^!)H;*$=]\K-S5KN;JHU\`;?7KIYMM8R']K8%9"IPC3RBQQY*@*K%'.<_"!FI6>:?X_&8A["GP:WK<]]QN??.'^)<$^Q;N_'XG7;CXORBU6S< M-B]OVA?GYXUNXTJ/W[GL='J]^H''[Y@>TG:7'UW#U/E)-@F%1#>+S$#+ABEL MF3L#KIIA06T!&.9\21C.K$V5@=^?8C_-8XA3E)8^W0G"(FXC1WG8C3VO=5[3LTS3<0P&HT[(Y@%3]CX$_0B.0,B#4Y MS?E9C_@,\1GB,\1G"N8SY\1G"K.GJF4V_10&4C)L^<$C#/]-PF#H;C),NKK- M/4=M*]*[`W\1A?81M5UK4=X4<)Q;)JNI05L-<`0E1%E$64581/7NJ M3EG'[H1[+R+F*@WQD(:G+=`PYLPOD\_>G(9KRS&2;Z5\@3Y;<.34+"JEBDBHF MGW-OG1U[P61:$LFH$I(J().,^[YFIYCYTXC[W65_N8MY.H]G^UDK#Y0%$#0T*3<:/OQA/NAF*03+[T[T/A"/=!3T>GJW[=G#'"6/NZ3&5&P\388&/4S^E8&X">N8%W)?LT8U&KL\6\&?# MUR^4%4KZN,5\L]D7>9ONXR2`.][:9 MN;FL,H)_%#VP8+BJZ^UF!Y1UO) MO?-TWVYGSY7.>R\=I_V5<'\O%@TW#I$,:WDI9Z9YO=NHV]QF/KO#@;=LEOQL MN31H>?^#EBWS,]G:TH(JXJGY`C5?*$/S!4(U0K7=4(W&4.^*E9^%$Z/;,G,9 MLRA@HR`2'@L>?1':65>48+MR=%A;]F9%*4`1D"H@J%0XJ$J!,7@?)9)5)$I= M;E0DYD7,BY@7,:]2HB(Q+V)>E"6\3_C]YDN#AF1U*]Y-L]6ZN3X_[W3;.K7Z\J+3[G4JEEI]-Q), M?)T(!W-]D_SEB']E?0U4U"'[F'`-V(CIUCQ2*;L1[!/3@3%7'O[HJ4QAN%2G M8D\\S,#>*;UWQPQF>])Z=]R(L71>(]F\&ZQZ3PF_ZS]TG4%.E#YL0?IP9^^# MF6@2E"T+M7N#E!=(.:N4LUI)W*3L+LI9I41"REDE5*L^JE'.ZLXYJQ'ZTOAD M$@K'5<8_4XNT,U?5%JA9D11A3=Z#N2$+:HO$F*=G[EX1>A M7JCZ7JEY1M>N=+Q`QN%&=3H7G7;K[*)YU6BVVKV;>J-^V;I.1B!<7Y]=%%^G M8^@XU=>%-)5?+S[]GYN[B\M?;MCGFZO?/KV[>W?S^=G#7;>DJ%MT1=$?@HU@ M'VR<'363V5ECD=`0R(HY0'?<]5DP$5@^XM^S21C MZ`8#9!/>E$4A]^40+G"X'*GKU0?QG]A]X)X:E("54%@A-1"P:C>2-3:"PX![ M/1>N&JB;U&,F7(W%!'(:BQ`'C+`)AY?5X!?8,.Q",#^(A%Y6/_`'4K?E_^WT M\RF[1^'C*_@$?6`SBNJ2'>2^!\-D0[GK^;WP'03<"CC7V./(=48+<).C((S> M1"(#/3!Y_Z2P!J@%:;65_IH%__H>#$^.1G6,0]W(]A>:`'="M*= M8>B,Q[&?$PR]10S]D&'HQP1#%S:[HR"\B*I2:[?OPC53TS,B-;9O.1-4["JM MC_QYRJ.(_824\Q%P'\@^TECR2@K!W@/Y[V_[1O;^6C/%A,$/4NIW4;TJ.!(J;1P$< ME@HQWE0^9^1%Y:DQ,I>EP25(RPHBQLH3Q07)03<(P*NG=-& MH<@5N/J,JZ(_?5;U/R3M6^_ZI-33N=33EK&\.>M/?E>G-\65*,6=^,R6?*9) M\>OB-**C47S2&,TS7L%M%/M#3.X\:,R[U39'CB_`QA:L*EKZDY`_9GIJ&7.X M'`L]D=V_;D3X;G4HD#1PTL#7A$;W[)PT<++TR=(G/E,LG^D8J[:R_N3WJP-9 MV'5S=Q#^(J1DH,ZH1$:,8*`A'PQ?RGQ:DJ29SYM9F:!)ULP:9_*JLS=K9A$Q MB^-UQG'W-?D.R'=@@-K,*>9$;>19V"[7/"=D\X)T2]FY`9:V`$L'08QKV(6$ MK=<5S5D)+X&O&F9$TYP9L37`;,$=\F=8ZL\@5D:L[.7N,^?&NC$1*UNK\GAO M"[.BCE#=]RZGM/DB8O?<38HYT\&(Z7B^81B,GW.O/%,'FU0D+8!DPP6O6VTU M5_DD(_A'5X4&PV0ONRY$O455J>YK2]^T9D((GN?!7XUL8G\C!;]YU7A=S![V M6JI9U$$@`.25?+R/.FJ+=W$3,9^CTA21P&J!I545O M.0=HUK#[&4YW=1^$-SUE%UBEG_D']LHX84=EYYRM3E%;V"OG;/2*8YV:_3W' M/M=CCFLDBA*#)`9IFD':;RRHKYLT'4$J>3=K\?(Q:?%B!'K4<<0:\JNQ(`[7 MZSJRI.$/-:Z@QA74N((:5U!*PS+*H;X!U+B"$+`D"%A0XPK[(JU%1GGN\NTK MYQ3#Y2T@#TGTUH?,*+\\?U^C52\<'K:1\6YGT0GZD\GR$VLS:U''O# MBH\>G_)\HVIL:&\DCW;MK/C29;TW>\;HRQ8T*%I:DU"N,CVG+)\"?;\#7U"<%0PV*=F3W"/$)\UH\='\@;L>/OD-/.F- MY/.OL)6[+&'U%I.P3FWC/AR4!"7%'8*Z`T_A8S"GH[WMQ0SMER`[2`MM0&'_ M?A5@%P,F-:"8A)!,Z0W?-,\:9M$>>((VTQ%GP$@78HRDBZ.R?*5&(X=X:L*? M)MG5(RX5.(*)2A^,@O0NAN&-)88_7)%\!C:`X[G@+C6^"N>]<'^JYWM%HS"( M[T?JT9C4&.+5^`782*#0W@3M._X*0[/!RZX#E\'*\/K^5&__E('VF%MQ[@&NS,$%UZGV_K\RW35`\"*^CV4$A]YL(+M5 M*Q(/ZNW#Y]Z.#3N43,(I9]$47B5CS`:JK81O"%=B6GPT@H7H@].+8_$$_VY( M/VIVS&(9@&$1ARY`<*#8C[U(DZU"7U,W3FU]I&@:]'1KA40725CEC(0T$6F>%XZ%R> MIA+9K!U?7(X9!D6`TNI:WNVA60JL(\O:TE@N<4CBD"7)5R$. MN:8^NKIH?-GG'[X;O9VU09YU0;YV)1;=Q*&X@VU?>H'SY9__^/O??AB]_8": MVCOE6?@ED/*]B.[PUNPR++)`4'T2PQ]/;J\QH?7?[3_OKD^8.X`?N!.]N;KI M]3JM3KM^U;RX/+_J]JZ;9ZVS\^9U]^+JHG5]>?+/)Z#/@_&%]/YE)W?XRG6F MJQGZ`D0##I9Y<`="U\<`M!S7&9?EZHDNWIT+:L@6M^:.?0I4B5; ME2O92H6':Y>Y$1X2'A:(AXL6V[[#B[T2QQ?5?1^!'-`0Q,8=]S$/.1R;8.(K M3KD3C+U2W3D:G8,F.%B?D$753G,Y04UC\N%%>!QWMA#%Z8@+$1=:P84ZQ(2( M"1$3(B9$A=][Q0"\[Y#5":4WR3X)]6#5L!!KOFG2AY+G5&E@5&R3=*XPL5"E M`=$%T<4RUY2Q7@C'(47(<;XR"3'DON2.2C-46EKB*^]1_X/G2;!+?AGRRY1% MPE6([AK%3R(EPB/"(\);T#F)[@ZDBU9,Y;P-0@$/9DXD]GT'+`:QCSU ME<^8((<$.20VH2SJE$J419151'^>X@L?JD)91^_,^RDKMO)F,1C8)! M;I)>UA90*5\MRN5[WI-`Y@XY$NP17-4AK$[QN7I$64191TA9)++(0[>NAPYG M7[(@;1@]SKIZ,YFU]4X4Q38YZ<@0(P<%.2A6Q(6(&H@:B!J,YQ]4A1S(2[1&)$8D1B1V'J5 M&,;F'U`E+;GVT+,GN2=0L>1A]!B$7UBA/5Q*1V_DSB,'!CDPEKCSSHDC3C\24\8A3^';C]650]1P'Z>\BAB/X,BYDEVBZ#0!1%D')'_ M@?P/I9-GU2&Q5TUJH4FUJ$.>486.J*7"U$)2A!R`FP^>#H,'5[J!+K$8H;>/>0'W4Q7M MC&IOR28B?U_YQ%=U2(Q&U9"[C^B.\OQ*2W='[P/\@)6[9*/!?<8Z4]IRM.3? MLT?TE(X::``&N?>(6,B]9ZU[K\2*E_KZ*-22^H$WR&EB67<]'%SVNL9\L4G= M[O.:?A`.1)@"IS7YR@9!C-F%_U-7_[<5?%<>5O(VO+4!KY*!YPZR-UE[!M_L M#=@O8OES0"\`MD:9XG+@OC(X5F%G\&ZDC903FEAE@NL5Q[6:X-'-=V MM*2X&;'0LN`JL="]LU#BH'MW%'RGJMZ67K_D\P_?C=XJV_F=,IU_`&8^X[X7WU]6WS^N2?3TX@#\T[=RPD>R\>V:<`UK02JKG;/=<7;T8:11O- M^K=S=-=`*E-'[/K`V*.W+?S!Y!G?C00;!AX(#W@G2SN]1A)^#*,1XTS&XS$/ MI]@PXN/GS^P>YS=)YBZI3-SF]7@"1AY4,[:>Q:#1=NOA_L#8FA9[:6[SH+?/ M$N[F.+D&V\D]=$ZJUY_@-7[/O]5'FO;FWXO79`].JFB%YR77_'A2/U'?@5DZ MZ??-2?31'40C^`B;3G@T\%^/3Z1XFWY8V/QL47EWZ(QO-Y9ZLM?PJ*K%_'C2 M[GS[HDB8EUK)C8WFMC>6Y;[2;'#O+VQO=.-F/OVEZL^B'F.3=[^WG:#LK50B M_P2EB/VDIAD.-M`GU\]LVC]PGP>H(W"2=Y$@!?U";@%2"M*NB7(M0KFG*/>' M^@'0+0/L!<"&WPN-A^R:1X+=>?,#F;PV0V,<5#[`$N(66K$9)\C'FK6NH4G:0/UU!X'?9%>NJ4N M%!MB&M9[AW4\K=NLG=>++WHY"H]OB4BR7$+DJ$)BAB-@50YPJ?O:YZS9&IJPUVPI$Q]HMT[;QGQ0 MMIPD<8'R<8'CT?T)>VR#SQZ5];6U3XJ;;)A6:8-!:0W2->OGM4ZW>,^B+1A1 M$V[<6INPISU9T^ M?EE;[]ZI@G"STL"TGC`,)G!2TX\>]Z,+?W#SG]B=X"B5WZ08QMXO[E!L7%)X MW3@[N^WU.I=G]9M>O7EQ>=/NM,[.F]?=RW:K<56O6$GALX>[T3+GB*#5-;Q. M?:+,7'62_""[%*/"*P;MJP0JK]^4H"",18H%^!%\]!!^#'\8L M"%FJZ:[_YA>#'X*T;C](8#4P&-ZU*` MT2K>85D6F*MW_*N0UV(2"D??<#$&;N_^5WW>V!"M]ZY:W?IE^_;VIGM5O[H^ M;UU>:D/TK-NZN*R:(8K24=M.?0$F&]IU#^X`C3T6SIT"BL8@#A&"*EF3PWFP M]S>6[N^L+-`R33\CUESUB=J$OHK3M+X^BT.W'>AWPIY^G\`O[&4=_2785 MA),@U`^`8U<"7*$P$P"3W?O')/(C23U5P![`LO4;WZ+?64/J6CABW!?AS,'5 M6I46NLU![-Z<9]V-&.O?8Z1]SP:K-M/AYW2'IYQOZ.5\CL[7X`UET MJW>DT]IW+YF]OY`V6,H-KD+<[`E%C(E8II`>H$O0]@&BN49ASUN&!;02L*H= MRY]*?<^`>(-*T.SK4BUE5^.1NN.L/@Z3K04H$DRH]CRJ';2FBE#MF%!MFP0$ M2J">W;<9A]K*I;J]>.(`LP`WB1,2)B!/9S8GVT`W1`MPPPHD,=,/IE=@.5/=AYD,T M92))8-"#;H5\S89A,&:Q/Q=5'P5RXD:P$KCC`4S].!2;I+/D4XR-<[*##IQN M&IO.;@M>%"WE29A7F!Q>-4RCR4;C@6VA(6/C!8A8JDPL36.=+(Z#6HITZY=> MG_N)N[YD@<\D]X3$Q,90<(\)&>$P%,R+"W`V8Q&45UP?E7V39*MA3(!5WH@B M=\X>A%IU2*MASE0BTB+2(M)Z"J=>L]$L'L.J0F+D`HR^O\"Z4JS7Y6ZX:;EN MA0*U;X-<&^3:(-?&>IFPY-`@:B!J M2"T@H@9R[ZT-W(]AP$(><29'V*X^&*Y3?_&TU6$AAM,+?2:J8UB],EC(N2O0 MCEM+)(\'$>XFA-LUURB"")<(EPAW7X1[9JQU&!%NT:[0$FO8ZNM"N7QQ.G.9 M"'$Y;,[;QD2J!>=/SAS+1%SY">2L94QT$8$0@52/0#H-8U.AJT(@Y`!]!KCY M63EZ4$MN8$XA9E9US*A6QUBW[R.WD\C!0;E8&U%>N_B29J(\HCRBO$699\YW M>-R41VF2T??IV$8FODZ$+\6QVW2)>YYZN1F5822JJDPM76.J(%$+44O5J>7, M6++5<5`+.0^?SYY\<&4ZC#DIDHYP!'O^3S#]^-WGX2 M3N`[KJJ-U=MZ\[EY>7;6O MZR?_?')R^5.X<\="LO?BD7T*QGPU?\S=[KF^>#/26-IHUK^=HZX&TI)"#=<' M?AN];>$/)G'C;B38,/"`I\,[F396I8@D!H*B$>-,QN,Q#Z?842.":\5XX@53 M(=BGS[^Q>X2R!(.7+:#2AFM)_"<)X:@=#P!QM(7\%E$V52,:BP;--ONN[7/) MBYEVVRT9T_KWN.S%?E3;+/OM#D\YWU`Y>(ZNUJ#%.7V@_H3T\'O^H7X0CKDW M3ZYX3?9@34R.\+SDFA]/ZB?J.\@!)_V^.1=Y=`?1"#["GA(1!&?J\8D4;],/ MWS\5)[-%Y3UU,Y'46NJR7MMB>_02/ M],`8D90)?1!'Z9'I+;\+&:'OXR/<$0RV\(D93R[IN;GYED1<1%Q$7!0Q M(!*SSQBQ"'#EMU*J98S,9;89LT9*;70T6K5ZSYC58.B,* M%,R\HJU:RYQ69,LIDR?('AVG=*I,NW5J;D`#40111.DIHFDLQX[(X6C(P3+X ME%\1M].J*;2VH/C$^7)K[_5:][SX7EZV8`;Y6TJ@W%3'I=GJ&LP8(N(BXB+B M*B#YB`B+"*OT@"N_<5(M&^2#$P6F39!26QK-6J='3B#KG1S6,>#J^D1;O=.S M#E$$40111'$I0$071T,7EL&G_!JYG>9-894%%"IXH3U<[:Q'G>:M1)**\BWO?$TNN7?/[AN]';3T)& MH>M$8O`Y"IPOO_EN)"^G/X77>PVTL/_OK/?_S];S^,WGYV1F(0 M>^+#\#:.XE#\(K@4'_ET#*"0\W<`''T$UBOV[_>?=]0ES!_`# M=Z(W5V>=YNW5[<5U]^S\\N+JYOJJUVJ=G3>ON^?MFYO6YR\>V:=@S%.MYHUK^=PY8&8H(Z7=<'Q(_>MO`'DX=[-Q)L MJ,#&QJ[OCN,Q\Q!^;)(`D`UBP5R?"0ZV13!D$=S@PXK8T'T0&C,8]P?X>RCX M$)"/<7@8EVP8>$"S\NVSB/,<)-:`WARMU9\`"[_G'^H'X9A[\P#&:[('*W1E MCO"\Y)H?3^HGZCL0GY-^W_S<']U!-(*/L*=^$`Y$B*:[QR=2O$T_?/]4(LP6 ME;=F,S[06RHTU["'U5I^/.F>?_LBAYGG> MIKX]:F+N!]Y`/^=/Q8-N?%PM2TNV9F*]U:AMH^BV7G)J:T).`-:8?&4R\-P! M^Y^Z^K\B0+ZAY#<.Z`\3$?((H:Q$[-H:@7W8:9U"26BW&NVN^,2-N+6,0]! MY=4Q,OHH@WP3WD.$17;.NE)JD]2D"BMVU`&9[!RR0`64AD(>WHP"Y(H!ZYA;1Y[ZH-^E`M M=*[Z+!RX8W#K^MS'1D-WP<]!)+P/C[X(M^EA=7U=OSZO7W=:K9MVL]NZN;G0 M/:PNSB\O6U<5ZV&500VL.D>X#P@NR4;"&[#^E,42FU&!=K"`!*O>]0($$M1/ M:$+M;""<`%NC!/Y;1#J]K*6M:+`][Z)+8YM=JS9;,L&@`8L"-N:JCQ>UWLJM MO(#66^T=6V^=U??92>N]P('&"QQ&Q>C'Q4=NDO>IMRJUJIBY8CK%0'*`M(B+4CP+@72 M&=1+=HD(;A#?>Q(;#(8W_XG=:`IF[U4@HU]%-`H&[_P'(:/M!MQT>O5>NW/> M/K^\KM_4V]?75YVV#@Y>-GO-YO5>@X/=HF.#'^*0"05`Y3AP`(1LK&#(W`R( MK,\]5+(D2@+$Z@'CT?KQPA7OMR9."/O>UUY@U8LJVM;138ID%AO)I"%"UMU' M0X1LSM8S'FHU8VD7'T?=0$9130!AERGL6MO=0V[Z59BHK8=%G?>@T[NL=V=3 MT'XNCM%H%`X/6TY^5X%**$@I.T969B0):K-$IH4LJ'?C"7=#,?@I"`:/KN?!8Z[%T/7= M2/SB/@AX4L3]>Q=S.#=.B;KIM9KUL_9UI]V]N&PU;WJ-BU;WMM&ZK;?.KL_J M9WM+B4IP[*EOIO@6"M=QJ(IC1X)-`4DD$SYF0:6!.99&>W54KJ9RBN!3L\8> MQ2QI"F_7"3OX,%>=F,JO)(^C(/U!*Q#J MEP(2CAK-'3...MU])^0TRY(Y1!L\Z`9+DE)52/<+`S[#1L-NIV'Q23#8$D3. M@'B#`GCV=:!D4AK!58 MF3IH#DFSY:Y9M"(IK"1UL(6#JA08LZN#EV)594A:+04J$O,Z:%NN4N,.L3%B M8Y:@(K$Q8F.'8F/'/JN_\3"PC]/9TLC^-GZ.RG5!,V;SV'+>18M]DNX5 MI@9SI:E$#D0.I2>'`I2QJM"%H2S&K1,1%U,:LRLO,`%.]J>_\K^"\,KCH/9W51M,1(N`?Z@FKB"WT(PMQEW_A.[TD5S2345IW:*UD=3K0F8MCK&)F9:?_*[ M.NTHI:.@E([BIJQ59"X*4191UN$E>"D27JP0[^5(EFJU>X4#JQ0XLRO[.O8D MJ=N0^\[(E4+%@\;J.0:E2SU-$.D8TPEL.?NB13])^()IX*`JLC&?.)'# MT9!#A<7#F;&>\U6A!_+^KAS)S26V._-4/[*"%:WB'#1[)[&VN7;SY)6QAM*L M$U)'Z.]LT&0F.S&D8J1UC%*+HG3DC%L3?A>#!YP?/F#](/BB$M+)"3=/3%2T M2$X'\L&E]QF3+$0-1T,-U14.QB*B5:$&A$N9J&FK1BAD)I&9E+NOVZ/\'_)`5)6T7@!B&0!G#;`(X^QGYN=4 MO4Y>KS4SSAPG'L>Z$(&/`]CM?U7O3C)5U@#>JT;S?%_6RB(*%><#,8YEK\DS ML'^!1IH2X0^QZSEV73>7BD_L>BOMR2)3I4@(YIKWUY@OHF+0K@5H-PAB["J^ M"U%:K^2;ZPOT$O@JT1>PTS$WSG9K@-F".^3M*X.J0=X^PKCB`4?"DX3GB\+S MW%PD[.B%IZE166L/N$IG8T7P^6(R"87C*G?F)\03>3G]*>1^=,TCL?%J==[_8:%\V+&_AT=G5QIN=B]:[K[>MZI>=BZ!A;\+&<'R9G`%M'0#XH$'\2];INX=`/L^1SR,9E]_A;M&6W@.[<@L*,4P ME%O1#V/TRID<64OQ)AL`5Y*Q1,VS6JM>?-.%4E`CWD>I!Q82IM$X;RE0D2:K MK3_7IGG:(09&#,QF!E;-=FC-XANEESHM^UO&?3_FGC>U$H^(`*TV-LW3ZZ\\ M=$9H:JY-M\=>;9E!S-@@(R)4\_"QAL#:9\U:O6X,5VRA@J+52J*)"C=Y;YR= MGM/8`Z((DA+FS2:RCHAJK(;/?LR9M2-GU@4I;:%%\W:.18`K%Y%6TU78:=?. M]Q#AMH6>BM8/B;IL*V(^K(W5.VU2/U`B+A)=11!7O;XW`)75D(O8@Y#FFN80 M`98>G:L-E6TJ/K-Q]DA"\&5\%X(GRI M[KR-HS@4^5]NON+'S=MUW73;U]UV\Z;5.ZM?M,\N>V=7U[I=U\4M_.&L8NVZ M/L0ABX*(>RQ.P`HPFD$1NW:Q(%XRWG3#EZW;+DHB3KS9]6WJ47TNG^YF$@;W M(1]+QB7V']O7IJZ%(\;]?*5_JU%;'C#>9J/L$;:SK[U\TV3P&&_9I(^MUHX( MA@TX]M=([9M&Q_P6/GW^3>ZUK]HW+?.;^/CY,YS#X\@%*?`(#V=]P4)\^0`( M*0KF:4EH!@LTY8YY",]G*+M53S\?5KTS(-2RHL>`38$O24.$XD8CV)&<""?" M#6G$4[]RYKEC%Z?93'"8#6PPUZ"0/_)P(&'+D?"1.>.]1E8T1-YJ;H.[$Y&& M^B@4HDBX([6\!'>XIA"XKRV)W*]&3P:90_DH!%D"2DO=TE-2$T;[FS`VVSLV M86RV]MU2;^]='VF#M$':(&W0_`NWZO=)?C;S30+-A&^*[WZU21DLX1'AT3-X M9&QZ+^'14>.1L7P+PJ.CQJ,>X1'AD0$\.O__")$(D79%I#L,#94CI;=^^11I4`<8F"5 M9V"VH-KA>90U;,A8UQ#K#WU7_G+LC6:PQ&0#9'FY7<2V(#IHKPAC&1BV'&O1 M8I>D:U5)@7K_$RD0*9C5HH@4B!3*30H%^#6(*(@HB"B(*(@H*D44YJKTJD(+ ME".]`K#8-,,XP;R4CE^=*1+FG+S;@LP61"I:6EE$CR458\=#E>;R;8DJB2J) M*JTUU8@^B3Z)/HD^B3Z)/HD^B3Z)/HD^#T:?YN9`'SM5'GM"X$;M/XS#Q18H MF,DE+E/*<,.8X\J6,RQ:/I,8)N*O"/'3Y$BB?:+]XZ1]RG(EVB?:/T[:IPQ& MX@+$!8@+$!<@+D!753:=ST6TG(YJOV]?M;L5&-%_L/BG2L610\3X'Y"X= M8[[-JFMJ`+8>DCWFX1>A9T%*X<1PBPO8-!+>0`W0=3.D9I,XG`12Z*'`KN]X M,0[1=7TU_A-P7$4?.[YOF?A M[7W"9S4W2,/^+)E!8A"6S^MRQ8\IV4`&DVU'"+A'!%P[%VLKMFA15F"A:4B@ MG;"!`-W0!64OKQC*41!&;^!PQSD]9=/W1XU/.)J$8BC`$-4>.>"CFU9X@ M@ML9EU)LI.R\7"BQ`T,Z;/N+'@4LR*(U7SA46GHXHR[&J\7*I@&\%\)O*D07 MRS?WG$_>7F`$`F,3MT%X!>S;C7X)@$_+#_ZMZ\/O@"6?A"/Q.-[=2"1!'7@G4\'HL*N:$]TT!CR03/HK4!1Q:M=87(%C*F*&A M/1F+'2Y&[RC>MGN\K='=,>#6[NP['M4L2^!LV_OJ95GHMO>59J%V;Y!"IA2Q M,AVQ^HRI.*#Z9%JI,?_4_F%)>%D=O/R=.TJS9!\>?1'*D3LAQ"3$M``Q?_,E ML4S"3`LQ.8AXA'[%_=C'DZ9!5EDUL?[*-`[GU!2.#AL.7B\ MC_))*)^$V$R)F_18?^[$98C+$)Q8RHY=(F^(&H@:B!J2^[I$#40-1`VF M':M5H08*&&]EB?P!MXDWP7!82(%>=885%6"C5-X'0+[&/4BNZI#8*W-CJ%^" MR0Q)BO,_&B?'UT1W1'LZ8^Z#[K0S^BI,.<_]O M(6190.IZY03@"S"R!I_(!VF/N*L:7;TRE_VY)FBJ+?R(V(C85A.;L9F(1&Q$ M;$<>77MU;AI-JDTL%'Q[L5HS[:7%3+?\GV?7+6#7@R#&?D^[B+*5QY.\3?68 MLM:J,9>V_!)L=\EK+@*45A>*;@W,4B!=X2[EG7%Q-Y9J[!"LTV.(O1)[K:SO MD?@L\5GBLZ7$=.*SYF#9*\@73>R5V"NQUU)B.K%7@UZ"NKG!0<1?UW2UKCO9SK1[]#M3]WV_[*%Y!,6!>PA;9,:I&U2Y\8=),.")/PX#AZXQX*A'I:0 MN4U#[.&?C!-R`M\7CGK1U'?:+@`X64I M\)*&"Q!B6HF8-%R`,--.S"QPN(!])7T'FB]@+!/(J*_9%L!1K\Q"^M-8?^Y; M>?"HE+CXD!=QF'J4@--V2"Z(+HHT%--U$#44'IJ,!?D MJPHY4+!X,R.$)@H<3!^KO-U?(K(KK\RJ#HD9[(EWW&V7B>Z([C:A.W/-S8CN MB.Z([M:E.V,>[R.G.XHOK3=?H!!RK%IG9AHO0*Y(&\0B9QMU"K0QP8`:!1X8 M%ZD1*[%78J]VL5=J$5X17A%>%466!%>$5X9A]5:HYOVI@WF M0+8P1"A_,`T$>GY"4*MI&)+7<0@O4^.^//\"G.7E^FJ"UXMO M81-8XA!,L@"NO<<<]!Z6??_@NEF_N.9^\S;(H;H/P"E[F1K\$4@KYP<]Z MVG^:K>X.__<.L/_2"YPO__S'W__V0_:@!^YZ^&=XT&?N"35-Q(U6 M(>E\$L,?3VZO`8O;_V[_>7=]PMP!_,"=Z,WMVCN.4NN>[WM.5:LL`[7LWF!)7$>K MO6^[CKJDV1U;PT]]6YC=@6*Q.K99>>RQXT2UM4,,FS$Z@,D1Y"$OA^KM3*&; M'QJ3G]X;Z.)14+4WJALU3NW6-\FAKLCY^YIGO<+A8@XA3^A[HV_#$'?<2.7>SF_UC8*?.6J M(:D'-1FV!@S;RM%%\ZQ!]$#6]UJ`_2D,I&2Q'PIX`^[Z,F=K1T%B:SO! M>!**D?"E^R!`%,%WP5YY(AB],B<58=PJ*IP&1:;2GE/)6D M88&8*QW1O3)&=8OH4IR'A_HU54%TE8Y8R$-!%IGA>.A<(FO1$5&JT*0*S2(= M5;WZX:%9"JPCR]K26"YQ2.*0)O^UKU#AG=) MN$O"O?$$?H!KP6(2,G+'ZH&S"B&)%I2,G9&^Z93=Z$DQ$F"P3OJ7K M%[GM]JHODIT]D#F(R M@G_4"!6=+8(^2R/GS@``^5/]AJ>/E''_+U@P^G9#H>L%V>,(#NTQK4D4JC80$VN&6$R%M]:2(\5R M03Z9A-R5W--O3RQLN&$J$^2!MSSB__B!8DMP$Q:=3?A4G49M^59J@&=JE35, M]X'#&KMZ``Y#`+M#%P`AOCIB$BGDQ[<^N@"X@2L=+Y`:V=X'T0;8]@)3F\1?,RD2>=7KU[475Y@@!D.0B:EBE_""4!W`&2E^>Q M$;S?FX)8@5<.*QH&TD*-8JJE12@$&\-;1Q)IS$,I M!*P?N03R+KPFXT?`'OJP`-RCF.UQ4Y1<"]?6P,Y/L%=@D,#6GWOB&DC;.[^\ MO6TUS\^N.Q?=Y@4`NI$J09UV\_:ZZD@[`R1#$!:`LR,^0*&8OD5AD('N`>NJ M`-^T.N=I&ZY6<[21I-+-8B6G\B2\O:MEGU?!>' M&BA?+JC>BZT\;`"``LFH2!(\1`=QWQ MW"_BS1>09ZBLCSBH_HS?@]Z1&6)&:.B;1MMPNQ9SC63.VD97]I1=1"-@X,J\ MFGC<468/Z&J@\PGI`%J`\>D$,;R&#\#"*!+?FC;$1L)3 M5*S\@GP2Z30\&8?:*1CWP4Y49&V,P_9Z1\E@#?)%]?1&A[@><3WB>@OWS;3& M,!@;X@S-,UMY5L-LW\.G2N$@Y(\^QHTX\P+N:R51!1`$NNQC]`VB=JY*+<*A:-(D&HVYZZ.>^O1LDZ2GO2+P-YU*A`_KQ44/YXIM M]K4C"AHN4:&0ZM-^[EC%B]E4ZF?^5:@\*TS=`UTH\Q36TBC!0$P"4)LDZEQI MSH=.]HN7MJU7H8,'CKQJR1,P3R4*8ZV;P5LQP0RNE#J==9I=FUL2G@(R-6V' MIB[0VEY/QPM`(!LY'HRK*,M;)\!)@?VJ8HQXH1&N:V5]? M<#4_(@DN&Y7GWO-&Y M;5XDY:MQM4.4/-,I4CB:OR M"=FC0$[$":9S_%G,8!'R,"!`X98P(*39/94O'$G26;/?=0'IP]SR3H325B6 M`. M?SAE%UXT"N)[[;D"A%2)[[GW)[8B]I(A!C4+0^5,9+YSA2HW=9]B!?"440*+*/ZVYGR>01O&ACAIQE=,ZTJ1. M9%]8GQ)+)-&^P`)N^T7("K280<:(GCA7/57T.U6^-5LF+&D8^ZGVFP<":(!],%CF%<],V\Q-\E3) MP:#P^2`"LW"$`%Q`A2]7H)F!$CUW)J,%32-/>6$*Y>;<(-=SH5!MY`.@X!B; MUDMXGS)HL1IV&5XD?%*1WA`Q%_X.YNP@(1WDE;?:X$DBY*!3W,/IJLL089-Z M:RE0QK#_P',3%04=T>Q5EDH!(@$IY;E79-^??Z7;.`DU;D!@%`'%F6-F?`J/-]Y*$.GSP- M4(TY/#<>(SD%J!'F360$YM)3E29*KO923_7(3851VUW32;J`=ZR2>KTT;, MB\VW4.Z53>5[PB'JB+I88B(B[GLY.U$B_W'"=N6%>*,Y<@43] MB7,2O^??FS2;FGMS/5]3L5%52QX77HA$C7EX[_IZD3R.@O0'W'EM3%:&<;ZT-?T:I2UJ+3^>G#6_W;"J)KFQL>_[ M]O[":FYPLU(GFB]!\%D//MER6R^-CIIK(;S8"[@`6"Z!WW."J+<=`'LKPUM+ MS5U"-4*U0E!MT8UA9'J*?4W^B^P$?BE`=U,QC,2\K;%_<3_&[!AC.3V0_V8U;"^>A-P7@ZI+ M!78NIYVL+XO8E5$@'I2/O>KN#;%F2%*<16:<<%\3W1'=%4%WQM2'(Z<[LOZ_ M?S;[CZP9LF9>MF;.R9@A2*\@@FO>$O>%@HZB/)0+1WA-@@%/#BI9G2F MLX+^>^P%I`OIR$@A(V4->;_8F&='/#ENL4[44F%J,:8;VX+V9,@7!]L;?S!7 M:I$;F4$VQ(&3H.>+J%J3KVP0Q%A"O4L5U3`-(N[;IYD)I.EC;65C,_0I'-8<5XG"*/&NO'D>YZ MG6_>K-J[C_F7^9[:Z0OTO*-9=^U\D^QT3D?21'NMSMNGC+T;XMJ<41!(W80[ M[1ZMF@*/@C`:PI9KZFON]6H`3[:C8)(VGM8=J=5`N9%8!I!39J9UOSJ48^RL M&"7X%!IJ8>8'AF"53*_+]VO;L+/>?$,N.=\)/<))!X['8UGB)O_7.+OZDTAH MN\`^_W\D_$9Q*748N8DE:H)VF*TBUW5Z$KICN,B;/NU2_?)99.+(B MX5FSZ6RZ,_9"/^QL2).XN:8LB60#H9>3Y@W!"\#7?4 MGM79``'B#%/5KU#W+N1A.,4O^::?(&)6#M&-O\CIHX04T']]5T\-?$K,E, M.G:A#&)"/T*_/:"?1C;V*;4/>)1/(%AA7Q$J$BH>!!6I/:L!Q/V=.TEK#Q4/ M&+F3U-\6W/RD%RN!]E,Q#W,L"5"3N M966WV%+@#K$Q8F.6H"*QL?4S"HEYF6!>5%W[_<\J*RXUO3$0?1GR_[H>N=O, MN]LJ5R)X1AU]B1R('+(\6:(&H@:BAN0^8S4O5:$&"@=MHH;^S!^YZY(;PB(6 M5)T&5*UZX8AE"V61@X\HJU*>*2(L(BPB+"(L\NINHD[_ZOJ^D$'$R78GV_UE M3Q8Y=HD>4&*/)4%58H_FZKH/#LI28!PQ1V*.)4%58H[FW.;F M:@>).Z[GO*!9?KG[_L"Q-Z'`"7EJZ,WJ>5BY*5CI/*LU)F'-1E[IN7E7P1@0 M".?ER?R$*S5]QU4CT]12W`><^A=&:KI?-.*XIO_$+CQ0<&>4_@G7`BLU,-_( M67-B$VSGS:[O4@^")W,V"4+=M5B--YH!.QD@Q_I<`ECA@ORF,P_FV?5#B*$9S^L[I"\\LQK;!B$[''DPLL?<2*BFJX$8%?CU+B? MFY#$DHE(3S`BP8+:W,S'=.B3FJ[HJ?EJ#FH$;!@&8[C"#0=JKZX:DC?-IND] M"C5IL2]27!BD`QIQ;I>,QT`U3,;`U:2$!S/AP_(=/7(Q&R#U%.=P+-0RG.-J M[&-N*35UZ>J);6M,E*O8&+<@]@9X&D8>]TVCWC8[R\U^!JR^+O2,_RR\(5`P M8!>.)S,"BUS0XR['@X,^H&EC@E-070>) MRPG=,?")C"?-IF..78F#O+@OD+H4IP`F)X'F@Y.\T_.)$)UMCO@K&Y^Q&,T`LWH?@07_G;Z^31AO+@&#Y;GXQ>'3Q2'F#W# M2<"HQ!,\C0.K#)"?(8L%92WN2W?@\G"*J_IYRJ-(/3&!GS?5C\+I=,!8!F(0 M`RS45N`B6#Q"'GCI*?L$?"M\R+A>,A(21:%$3<:5(S7-+A$5`%'@.'AF`,N_ MD*W!0W`%L1?!;B.1G.4I^T6?*3Q%_:ZX:1]9H)L-N3."?=&C\![,(#(;PX\C MO7LS;*=IENN8&Y/[3=/PM$4STF^/*/U!4H`D1^5XG1J<`-LOS]EGH@B-"<`K1PP6-PH45305`$" M-D,&A@4%3@SN"P'F'1A5FM&`*O'@#O!P/,5E0+M`51#/:Z8^`"]TQYI=@<&( M1Y_9/O#`*8OA`&_AKF$<*C08@&(7`_=$55$*;1NFFFJS_OTO,]!=*=!E?VM\ M#]<[,\O91<4TB'S05DUK_3EOUIP54"_:"K@"2"'*D]*(HRQ[#RQ+I! ME8/I`SU7*"\,6"P(O!1BN9<@W>:?45X[ M&FPK,"0OX4B,4TOR[#X^.V63R8SQOAAQ,#4C3`@3N\OH=;T]WYRW9\+,K%*T MN\RUQ66%9#"S^;5#&\5;XK_(>5:?>#(B_A5I/G$&2$U0<92J+CG7.**`%PSN MD36@*T-356F):%$(&Z:D7Q84I"".E/:D(#A'4]7RG^Z=0W0[Q7`('=@9\[^" M$-WZ<$1:`YS1%YXAZ/S!$Z)@'W3$3[N"1ZR"(#J4\!-X#GG,"!]`B=+3G%:KX[T%%?R9!HR"P+(FQ;P.% MUZ7EXE=^$!7/U@!1@K:?6(AHOB))OIRM(6MID#UU^"@9 MQL.!.N"Q)EIM)R9Y!?KPU#O005V;1?H8FK5\C`@0..CZ5J8VALG@1;&7<0J> MAJAR'_7!Z<-DXI[P(?-1*#>:LC#@O-!3 M*.!`YZT,CS_*V$5_16*9X-7"?W##P$="`[0>H`PGGN?JF:_J@!QFC61KBGG59DE/J1AC5ED%+#G/N3H"\SQBEF$ M$Q[_AY@%;W4""$B$_P*<A\SA"&:"0D*G0;M#GLVAJ M]BKMKH0_G+(++QJIH*]*7,FBH]G[$P\GCIE#%IU M#CW0^M0'!@""$]9I.;A:H0+`8CC$QR9&U!SQ)VP"+@(*CS1S?IZ<3]Y>S<[C*G\4%_Y@5OEV!X1UZ07.EW_^X^]_^R%W:V9=P^4WB1OJ$ECR MT(T^>MR?W:C.&;Y\$L,?3VZOT0#[=_O/N^L3Y@[@!T#>-XWKFWKSJEWOW5XV MKZ\ONIV+9J-U=MZ\[EY>7)UW+T[^^80AY"GW#@A0LO?BD7T*QGQU,O)S_*10 MO>#FUX^_?/CSYH9=WKR_N7UWQS[^U]V[DG,-!XQ4DQPU4V=M6A<% M[B(GB.XAT,QDHIVM2!!?09=0WM]01$DJ!9O@"A1UN%+%98#2,*DL20")_>3+ M(%EY/UFYO@^91)H.B?0./#%[B\K=R-Z3W*>YJ.82,U]4$OQ*GY`ZLO,>*U$_4=XG.EN3[YF+LT1U$(_@(>TKR M_54L=R+%V_3#0L1SMJA\N7]6`]!;VLAAC88!:BT_GG3/OWVQNF"^_B&YL;'M M?:U]O[":&RQ)WS3KJLRRY;8,=5TQTV0%RP9$F-MF;SOH]%8J?4M%%G7O(3S: M'(_6[K2P&9,""-A4(%M0)=V*Z,`SVO'SFM.V:+E'0)>!GJT!5G49(6'<+IQQ M'DJ]$G-`==_E`IO+^8[ZXM[U_<0/-!7\H-UQ;8&8L8+_XO9<0&G^N:E=VW*, M>!]UUCR<+"<64#(6T#363-^68]R5!11F5I5>JWB7I*?`$N1BFBR-J,A+UL*- M(UN0HFB)2]8A$181UE[D6,7$U476)^(5UL&]5IE315#7\1*1+4=-9I\]LJ9T MU/#*V%R?Q2,OD?G[F@PD0VY7J3H,%:+'[=I-M#Q$:4[1VQ5FU:9FLK_V87\1 MW1+='EH*5U/8+H]Q"NQ&8C:Z.8^/+<#'01!C*JNQ26%5B'VL#:52!$<*:EV^ M!"RV(`)9T@=.ABJ"RY2B_[U5+*@DHQ6,Y6^\"+-2H-"NS(LR:C?/J,T5CU$J M[<&EASWH:!W@"..V`=S1FYFWJTIE*:.6TNF>*]$WM7U;SI,L0TJM)5Y`O,!J M0ZOTZL:%[E05BB@.?6R:DMLL682D>3Q%>$GKER(^TBA>5(\7V$(RJ M%+A$'HW"M##=VQ_'UL02A^^41>6RWD#8'_][$5?+H*2]VF/]TY%7C.WH?VX7CQ.-8S[E&'RZ[?V\)R0#OP1-.+,6C!D9S-QL89['I0 M:7Z0\0I"A'FHK!MKM&XQ.E MP#.*TA[:D4A!V*+8%W&HDKB;]Q9!K8K"Y06X`Q&.=U*YC)46E:Z"J+"DA]6P MJ39ADJE-U/8,M?6(VDHQA:KL\G$N?;P8G*,T2M/@JX:*3_GBMN@:%O$ZZY00 M8G3$Z"PUG8C1/:/F4?+4B\E3/)=<'D0CU15I/`G%2/C2?1!J`C:F3V&25>P/ MM:;XV^GG4S800]C0+"5=-W^(*-'JD(E6-94)YTHL`8W<4'A3/+S8SQVZ+R)U MJF*O:7'?]&;G!,_SEE4N6'],WYP5LXD:$*6<""<"BO.FIR5A*'?P)\$X_"=D MY(X5"XD"X`?`5R3(`'<(P@L>RQ/&\PPB1B-@'(\`4;P;K@>YI_D3/`\OF\`B M@H'K9,S&"0#%44]4C,F';;*A*T%6JIKGLD#PDQCB#@*U"9UXV!>@^+)A$*HM M(K?V4L`NLF!DN679*V`+T_DDL'H.)\?O!?8*BL<3U7^/Q7*6SCL67,:A&&-Z M!*!-$(=+*I\HL??P\H:]>GIX_L(,,,H-WBXW MN'NPW.!V67)U][-0RM6U)/!3HAQ+RM4E/*)<71N\3M=@5*#UPD"%$E:ZVJUQ M<;9.NYV]0:B4+LQOK42@BO'[(Z2\]FG;7!CUN"F/@@?%>&_0B:=\=I7RV=3* MY["I[=O/U"0_4Y7]3.<[^IDZ6U=,DY^IG`LEAQ@Y,L@A1GADM4.,\(CPZ!D\ M6E1JR;%*CE5R[]CNWB''*CE6-PII=(CRB/*(\@X@\QI$><9#&D?9_>$3*)@8 M<\"Z!N%+G3KJ^DXHN#2F>9::V`J86'8`J(:HAJB&J(:HIH]JG&4F9(O M:ZU60@FF,B2E3I*)KU@4F)753;BK$.@ M7R?Y>$E.$"P]2=M86<85J=N3F:7X$5>8;,3QXD$.(CR*0K/1L*<,X MPG>(\<0+I@)6(\('UZ$$D*(30-H[)H#T.M2C_X"JSVK99CQN]B=2]8V/BV5+ M^>@&"L':'=@+@.B^H+BE^D@AQY7C[AK&"A2V@XKL/VW+N6UD` MY&'.,Y;N-K+KI<29G0W]TI*,+2>[?\HX'EE\5@3)%!<-+2TMD?BIOOC9I%,T MB1\2/R1^-NK'2>*'Q`^)GY6TU*R_@?_9I$:GNC)H$T.09-`QRZ"[(.*>,2Z[ MUR;DI9C15XX.Y>48%MDPIPYL#B4D(#F`Z=WWVGQBP:NC" MJM(L!,FP)X7.O?@TN_DS?P#02;5>]HKG;E1]*_0][[".T><>W/@@_%C`5F$) MG[%+=.#/PH+M>N/5E]>O=>;(K2N\0?Y-Z1O@P.=?\EIGBNB6[](%@/!0_4&> MLC^$:A(?#E3^AX\-FI^T(5ZUERP?A&/+9BS%Q#XQP7`):+!1>79R$N^1D3M) M.M$G+:._A^?(N"\C[D,V5P5QH`&8AA\_/1%"%BY<;-L7+Q"Z!+S M.!&&BLGE2A<*87(_NS(*0A37WK3&'C.6-YCG'(-T17/%%.H`$AXX0X=H!%+\ M?L2DP'91'ANX0[@964;"9M[YF#A7K^7/"EX=*K*>(;QJ`J](V1?L`C`?5X7X M\TDH6ABPGZ<\B@!(X22A';8:C$@\`+(W6Q4:WS`#DS%Y`P!M;%DAY@.-B&A;S?=UD4QC+25,JE%)EH4_%="__KV<1P!UU//>T)-2,7Z&DT#R5,3-)]#OSX'CN,()D<"+WDE0>UY M#X2[-U";P8[7&GRI=%TN!+)1RG@8BU#:UX[5C&4E_+ MRN*A;:A&K2]WQWEX+$98C+$)PGK4DN:\P1:LZ!?/&2*SRI@PY3/8@HXBPB+"(L(BP MGINQ1(2UN;9(5=G/52S>I,6]GZ/`^<(^QJ$SXE*PC[J(=&%;VY.WJEK,5Q"F M-7C9G\^^E_!H6,8(EB="R;*".[Q:UPS^C%5TNJKAAZ2$L MR9MB:;<[*^J<\&D8>!YLD.Q]R M-V1C'GX1$7O@7BS2`08>EQ&+0JZ*-`=\BC>H60L)%$[9C8^[5A6B@>/$@%2P MX2`KK$'X"=_1A?')VY)[]?',RDK[0KU$@0]K0+&$,@-J'*HRT=S=6)^G1CHX MJBPM.U-XB3XM5YW>Q!.J[#'N2S@#7$6RLO0Y:L3#*;O0(Q=<6.LD5V^JVP^H MFFQ=B+LKW-=8#K\)\*DPA8`)&-5C#?KR*!(2E,L`!..1/AP M(G!ZZ<"-?6T?/IFI6]K,YVN\8/<9W7J6<8!DT_C16BQ/IXB;)XG2S!Q!C MR)25E.+WH4A*]?LB>D1>G'0J>.`@8V.I'RU/V8<8GL/1$'$GZ33/N1X2(`N# M./)4O#@IR\Z5O+Y=Q-N2EJ6>=TX[];->H]DQ6)UZOF-U:O-LW[6-O7V_<._5 MFV4I,]W[T=/^2KB_DE1B6N>B)/@0?`@^5/BW1N'?[A#,K(@PB+3/BETX$?N_ MV(3M<\2C>)-T`,*\-3&O=!T@=@?87!N^=6&VE0IQ`+)=/^95(`G?QOZ`B'4_ M8O38<.SFW?OO\@XG]CY6'5H(W0C="D`W:KE"N%4@;E$;%;*FB&\1;I4-MXAO M$6X5A5L%]7O:*)NV4?JR&HSD_AF$7W3&(;L+.6;Q7<'&'==346[]APLI`\?E M:4Y6=MN5&TUK[)WOG+(BS'K*#"\_X(I$WT;K3>.LVVZVF]_5Z\4W;2"L*PW@ M3`+JIQ"S?A:`M!7,X3X93U:`$>LYG^E9?S:)U$->-5ZKQ<"#LD.JUND1VEN` M]G\*#RXRF%5VRRC&:M?@JOE)@#-Y'M;-59UZV8)L5 M_.F(6)`MYTY^,JYX)577=769\/+*37.;A9M+S8U6F^Z MC5:]<=8SZ1$G'+(-/B;A\4GL7C-MO7>;4-@V^%08A8MQ5!,*5[D7KBDLL443 M*=HG0=1`U$#40-1P!-2P=J[CL5`#Y70^`]P/V"A/N9",U4*3_[_\@"L2Y7[7 MK;`J"#5"-P(<`8X`1X"S49.O3M-[FB9!A$6$1>D91%A$6$18U2*LDC06+1*$ M=T'$/;953S7[`&4=]R'X$'P(/@0?@@_!IW+PF>]GTYI\98,@QO$5NS2T*47M MH+DZBW5!6/JJT_7;`NT,LU*@4-$^`6)>Q+R(>9EB7N8Z&!'S(N9%S(N8UQZ9 MU^)L2F)>1<_V7GLPLUS_E?W(]Y.&6-&GNQT[`]RV\N7_[S M*>G/+3]/X_LS59FGM>,L\SW1-[A#_!79(-7"?BD9[Y MJ4=?>YX>K`K/"^^YZ\-)S(9ZPC4`#?%UXJH1Y#[[5^R+F21MU=71GR];X@"8 MCA_@S8Z`]W6^38=51RK6,7]Q,NXZ'3,ZA&TC5)$J-'+56!#BAZ:>JCYW(0Z! M=G&&-JX87L75S[@/^!5'QZN=J!G9>`B/`NZ`_>+B)MS%ZZ6:RQW>B_+-EMT0 MB2\B`$/$%2"N1B!<[H.EJ+RDZ![GA-B%BPG_:6D&U%&;NHCO8QFEO_74#/$E MFWXR4K@X_&W-$#>9WCY`..NYMT/7Y\`MTZG6U MD^?.1M^(2^8/W/74"-OT'H7\4Q"U3"24H8DK'5`?"K@2A\?G'H+WP[Y@HT,W M'&OH!SN!J0RTJ^H;K!H,_;/@7C2RUX M\4"PL1B@!EQC"'NNI:CG#I%1P<$#\6@<%RD#S'@9OADO#A61"+F,Q#75IO.G M:^P1>,-(4P"P&4!3V'`RZ3TOB?"Q2-$U?2F?`*)^=<=`P-[43)7U-XTF@XL\ M6*61Y]7L7):1:?3)RNJ&`;;^Q/GT\P_?Q?+-/>>3MU?!&+%'\>D+?Y!0LKC4 M"*X(^0XXRJ47.%_^^8^__^V'V8V^LM;4G1_ADS/-+E2X"U\^B>&/)[?7B)#_ M;O]Y=WW"W`'\P)WHS47KK'G5ZYU==&_J%YUFNW-^U6V=G3>ONQ<7M]>W-R?_ M?,()\^!X873Y,OMP/24HY9O-HOGF1Z!4('U/*.MD#I:F^>:=4E?2%P";6"K) M)X!$6G$1B$_`.M7*`E"1U*J`Y^I)R"K0XUJ`"*R+]V!"XP7^>`%J&0NCIQP`$VY M/V7<<_WWR^^_7F M_=UGL_9-`:2M[OLC4?/0'6*`WR\6OY;],/I([@6CE`C(6?&_BHWU<%$_[I[6>J=VF[5 MJ.])4#FQ];M\NS4UK<$YYH(']2<4A]_S#_7!3.3>O"&#UV0/5BY2Y@C/2Z[Y M\:1^HK[+"7?2[YOSO$=W$(W@(^PI<3NC%<\G4KQ-/RQ84[-%Y;-],U=T;VG: M]AKYPFHM/YYTS[]]TU]KWR^LY@9+D@=N79#2^.BS@H:.][:# M3F^ENK.!C*(0.&&7*>Q:N_G29@P-F^>M6?[4*WN]B[;I%G7>@U:]6%]H18W% MYWJ@&3`6% M[4K6_JHGJJ%_M\RUTMD:8+;@#CD"+'4$$"LC5K:&*Z$@I>P86=E:%6![6]CF M^>5%)4]]T&E+"ZO=\%GK)M=\`_+9;%9P]$3=3!.A,/,F&%8E`VKWG.SU3ZC1 M,WM"CSR7E.;ZN4HCE9\O5#504G0DQ3T>XBG;.UXVSX\++\WDN.T5+\UF[6^% MER7AZG_D$E_W=D`-*ZM0.J9K/0R6H9C%9^`JKN\$8\&&83!.JN^6!ABR2C\L M\I-8Y;='/+%>4IK.`C:%+UA%9@A$\^6L/W'7EUAYZ@52"JG19Q7JS"75/[K1 M"#CGOE`G4,.8$B1_A:M]76.^B`S1C[]7E6.N(BA7!Y21L:&SED*P]R#%#"'A M8AK--H\IBR!5I5L\#*=8UOG`O5CHR@[4$T(YY"G:9UH#$_MS9YJD'B$5I M%&P28AE(Y.+S=$45UH4%85*GDBM126C0$K61"CH,%'0LX/`JE*4*CQ]/&HT= M2SPZ6QPI;W]PUQ,\:=CX,T`-0 MM":]H=LY[>T'/#.$*0X^QG'J6U-BP2(:M$Y>[*]:JQ1MEJTHY2I)A^Y6MW!@ ME0)G\#[*,27V90$J$OO:@'V9F^U4:IS9E7WM6L-:=M/GH\>G/&TVJ9@8_L<^ M"1F$D627I[^_T/%Q326_U*9.LW5Z9A0*QVW1D.1?OU"U=(6H[8XI-+$%[XO6 MD(D<*DP.'6/M1*I"#N2%7@'8?\6^.\$1$%H9^QBZ#S@\Y!=W[$9B0)[H9VCL M='O4J4191UB:49:XW5M4IZ]C]=VG.PC1@ MO_D!>W7A#_A_V:]\RK\$??Z:?'=M4\HAZ8#DK*BXL\)<[U-;\)Y\=T0.6X-C M2;GND9,#^>Y6`/9]@/5X[[[[^4]*&]V3/D;..G(ID$MA;5E&XS.(LHBRBJ`L M&@JI5M.W1XEXY-LKC7RKC@=B]S8,Q^*`(,(BPMH8 M3KUFHUD\AE6%Q([=Q_=)^-R54HV*N!)^%`;L5_8Y"H6(R,&'][5:Y.`C!Q^Y M--;JL44N#:(&HH;BU+&JT`6Y^E;U-[GZF5T*[HR2EB:4GD?I>3:H;1:17WDE M6'4\#<::IE3>OT"$181UB*!PY0GKV!UWURX?LH(8_\ M=>2AV+,:9PO:D[^.J(&H@;QT!0/V`PX&MMZ0>0%^96`VU@"KLESZI)];!AN7O`076S"!G&[$9HC-[-F6-=;Z\FC83$XU M_B[BL,-EU^]M83F@>:XOWHST_.Q&L_[M'"8V$.\46%T?6%'TME6''XRJS"/! MAH$'[`[>R11D))N$0@I\5CP>\Q!N&+"AZW/?<;G'7'\8A&,>N8$/=X:,>QZ+ M?2?PE;'%([CX`6Z.X1EP+7L,5&=^$"PST0(?Q-,_"=VHRD;BV@4#)X?[?8<1%?!*W?/').L/P$Z?L\_U,?] M>_,'A==D#U9@9([PO.2:'T_J)^H[4(^3?E]R4G?N&*#V7CRR3\&8+XB>1W<0 MC>`C["DA7`?KPB=2O$T_?/^4"&>+REN$,T)N+K5*UC`JU6)^/.FTOGV11\PS MI.3&QK;W[?V%M,%2;G`5XF9/V)?5OZW4[&W'W'MF/)2-QHXNRH(]D0ZP9A&: M`9?Z]JBY>Q_DE'[.GR#2Y0R(-R`-!K.OU\(1X[X(9[^T&K5=/749]%L'`/[F M'JN]'D>S;JY[(5F5A&K/HYJQJ3:$:H1JSZ/:VJ%I2LEY+O##0@&&9RSD(2G7 M^ABC.9?:2ZA5!E=:H]8X-Y<98OO9[^I$H\P/BV*IUF,;<9K\?>=GU/F,^`SQ M&>(S1?,98XVVK3_Y7?G,L>?+_10&4K)@(D(>8?AO$@9#-]K&L*]<.5"K2?WJ MR=%%Y7&SU#8JD"-Z('J8T8.Q`$%5Z(&\TRL`^\YW@K%@PS`8PRI\4+5BU+82 MO2OP-W%8'V%7G!9-@R3'B46RJCJ4U3@CRB+*(LHJ@+(HJ$A.N/7@]UY$S%4: MXB$-3UN@8ZCIJC>F;D,QB.A*,K2?[:'#%GHI#EOEKM5:]9I;B_9Z&2C$Z[+2#<4ITLB\;N?1")>?Z+5BN',\`S$;MK+XWQW#E]3ZR,"UP)5>).,^[-#K:%J.L M[.)3^YBWDYS%:IU5\/*4R9G3K#7KQJ;XV7*29(>6SPEL"^X<*1=H]ZCV?[62 M4.I1G?B#2;A>QR&\C&'Q1PT':D[BT!EQ*09J5N;/4QY%[).X%[XS9;\$,F(? M8;T2?I)!&#'N#]CG"5?_\L%?'$L'F(??5%\ZSOX*7/@E&=VY.+ES`4C;;*%W MVOS6R(-@?9$(A8QJ>@8I\T64`81-0M<1+!@R/IF$P5=WS"/A3R*.2^Y(X:J_K(G\Y$Q1_@P6("O_\G=J6KKL/3@_,)A8.& M!9PKN^=P<+!Q0UMM&MTI(E4RTA4HT`=DENR5%T@IY&N-A4_FR(X".7%!8\8[ MLIFRL.\@#MG!GA:JN_C6V1!"6&8`3"BRC`.@1^$;.!* M)Y82\01@@I#(H<[VPW0/R/->Y%'<5Z<=RI$[R3B$IA)U'9"9XW&`R=!%E)!X MP]R,X?QPXD!G7SRR,??YO>(MC-^'0G_"4\,+%!X@'N:O M4B*5^PYP=<&&`EA6@DIXQ\485N<`ZJVX`U>5B#,7Q3BSX@$8,#[B&NR/X[X"$VC0KEY!2Q;.$NG\B+49W M)BK=D$I;2*6/0(S>-*$:31&`'=(=N#R<)B0F-G"RO=`4;-X3H?&AU30KG)#7 M`%5/.1BZBO15/`/_2UR.DEV>_G[*7IVHJTY>(QS@""?:(,$H(1F,F!_Z'W`/V"!BJ MH?RF#V0'2'J:+-65,A:8Z#`>`\;)$4?ESK'\@?N>JK7'"Y7$` M2L(+<;<9[2+\E('#5=T3DB'R[#DR[',/6)>`5PNXQ`Y_V6+%30'^LAG4>:[<.CGW^E)G.F@L%N`U^8'70^<<`\O/5@+,6>"G)JT[LRK5C/LFNU!J M$\A)7V2ZH=9_>2J"DA,TLYUNR_1V,IFE?&?&U)E$@3$,_12D_A-FGPCFC!?! M*3TULU*&))%5[<5*^P+Y5!2Z M_5@SXU>;<^.-=&+]1WQ(RI0WXM/-Q:R-;3;]>I'_;OB8_*IG7?O,'/$3/135 M=:6'IXKC.L'5/T0Z\DX@)FMOJ4).L.E!V0="BT%F:"$MOKI2H>DR9VTI1=6S M_AFA_3-S7IF"G3&)HSO*W0)T!W]^2'2K9*'`N:22.L@XM#8VGZ-0F_//F&/U MRRQ7PW;K/*-)C@.`/?/$R(5X"`)JLY@#GLL!8PZ+!V([M3052BE,U49V3I8] M!O-T]-1IN8I(9':^0A'?1LRKMN">5&=GUCI8+6*^Z9@.V=]P@$3*B9+-)VBH M_3%IE&P`Y!]ILPFH-37&E"\!C\B]5[>F&*UQ5%^.L'JC894J+:%R$'Z-A*\/ M]EDF+^?)0R;+[$_SS$FJ[\)G4\%#5++V=R:&W<:)R]?/P1>P.6,]+W$=SQUF MIZ,A#']=#E:3?$:4E9MVU?2YYL;?$5BB-F++'52\69VVUZKQ/ M86_VA@KZ M1(!"_B"\:1(X6/HJY$APL8>Q%1#'J%`M>V)JE+DH$+*@RD(J\DIUZX4EM/)+ M&(%LRK]O_;?4U/J7AA&?AH_3".6*0[`T(T*A/^"G5LLTS*361A^XH_`W%]7O MQQ(3_5=M'BW,ISLWF-]50!A])?XT3>+/7-QP.74="IL,)\TI=,K4\^/"IW>+ MQX0[N?>5)JW,0FV_IXX.97O.;@K%@RL>=0**!)10*GGV9ZF?D'_B2"0A5!Z& MTT1O![3,8B\ZSJK5?/05N'Z20O$5,US4K4-X.AR,%PM$8X=[3NPI&1`K$Q\# M.@FFZW`Y_@CJ^HAAI:),?._ITWE643+F@X2CX$M`%*)2KOZB@Q#P)UBZ&$]` M1(;3Y]UMZ> MX'SYYS_^_KX`?N!.]*9S M<=.[OKJ]N6WTNMV+RT[]K-YNG9TWK[N7SFR`;.J&65>7=-CA>>>TU6AV:.!A"087VKW!S?J14!>"!'_Z:UL:1KS3D7BY)TI:.Z M5MO82!5;D(/L+7O$4PGIP=BD[*K0`]E;J^I^^=!*Q*_ASR!VL;G\0 M6,-[,YX$CT+G1OY?3%&^#/R!K+'/\#003LUZO7-!^N"SGH\FC8LF4\LB658A MTFJ1J46FUGKP6Y!LF2!35A?(0)7#FI-KEZ1(PGU=8R/(;<$$LJOLD46E(XL8[>=$ALIC4NIEF=%B:[2T5&7`D]D()&!-`\.%9XFNB!+ M:2W`?A(/@?>`II(#\L6-V)`[+O9F(0UNSZ16>56.C"0RDHC$+!-SU9)F'U1W MI5Z;O8'O1>PU3]R%F,Z]@G(- M-@&9+=A#MO7A=!%B9L3,=@X@]PJRH8Z1F>44NN_4U,!EU^]M83F@/3M-LX$H M.3=.$\<<)D MKT,#&.US99HA95I!PUC"7.D0.]DN)5!/Z;Y8L5QG,HQEDUF`%6W14)K(S@\NW=;SG;_ MM'$\TGB3K-HCS"6A-E8D@-:FI4TR:JLK@(R1C"TG2^*G.)+91,$_0O'3.#=7 M]4("J-H"Z"YSS9,8@OMZ76/94K:E5 M.=("B@"E[;5#6\.S%'AGD&.6.J&@:2ZA0'_%R]]B-;OKZ"Q1LQ'=?N7K:,(@7-="M@"GUN"0X^^73:VLJ_R0.54N\@1@"30Q8 M7WC!8XV]P@R6DSQ6GKP^9>]\4(^%C%C@JQ27_-^9*]F$3U4RB!1C]PWW_9A[ MWO24_2'8F$\9O%B(,8/?&-S$V20(U:`-6.#"PW@$N#!ED3L6^+E1KW^;7C<) M7=]Q)]QC?`R,-5IZOWX7]D,/[H7:X*,;C=1UW''"&/Z"N!;[$PY\UTWV56,3 M+X:7FSG),?\BWAAYTN,H`*CJ[=:8.T38G+*[D`+?PV^EGV!5883(.I[JCO4ZM4F?'01".X4:%84G>%6!( ML!1Y\+(:J?L@LEX/.;P^`1K,$%?+D.A&NM/5>86_M&5,N:^ M(VJ(Y>MF;6V4&)470+U4W*Q(E&*K9-$RLT2G477KZY@+\YI/@9E#FR@X"[+Z MR>[GS(%V,Y^:MHO@;';75G.>M0%WVFJ1RMT['%E>/U?2"_%;&!)@WS1G<]/- M"#)3VDOG]*Q37QS)OJ5P5:Q"CX$?Q$(UCJUIN:7!B8+*$<86?WY^VNZ:6KT2 M[QFFUU5>4:)\IC\VOG]=,Z*/68X4W=/>6:=`I#@O&"EZW79Q2'&^B!1*G0O! M#G`?4)$4$6PI`)MVH*0HG\"WKRZ(9^%MH(^\D`H\K]+G3*@D.5G]\CB7K[Q: M[_^F?=Z9V2]&<7(8!F.E2$CNB52IF-%6F@+.9I!E.AE\(`8X=ER,M!-',N(Z^78$,/34N",-+\R]OQ>^",$Z@,5.`C76;Q+#)P#>Z/Q\=QV/N^@BR#"_18^L/M%[8 M3U3$%Y2_1?"1]D?:7^6TOU9>^T-^(P//E,1OV2KQ6P8E_EPH(9'XK8(=>^>] MX@1^:T'@:Z&U$!B;.2IJ3Z1<;<%KL43J/7GS7$1[;67#$)ZV.V;Q=(46D,+6 M`I'_/#P,^VC^2)TRJLU![@1!&L/.U.^SJ%M"+Z\XD).03NCVTSCS:XP%.H'O M"T==F*%B[N857C1T!X%H=T8X#.`)=BK5`,/5S MDCQPASW-?EDV8GP7\=QH?G^=CN+3+3.8/@4C;RDX<47)7.[\)W;#A"Q^GO(H M8I\$((TS!6C)B'V$Q&N(D0EW1C&Y?XNAV>ZSM> M/$C/VT8^!QQ!C-UX#(<[97$!WM/9C MXP%&8:R9&_[,'N&T@M"]=WU,C0$,CQ)&!;P&KKF([V/`E%8=<;/>3AG8+,O# M#)S.V@4X[=TGR4%JOP"SH?L5-=$(L33)R##RUK/3YID9K:F6Z3-JS2-%45F& M29I&\J_8%ZRCF$;W!89O,S-/Q^C\HL;H?,C&Z!`S7Y>9_Q0BNEQ-@3U(J30# M,U39.&^8Y5]:*15?1>BX$@\CB$.6*4U!DA)U-\+,O?17'60;J$M7S0Q,&2(R MLTS#EO$<.?-=:# MA.#W]Z&X5Q;`DF34`MVT:SMEC<=FE.(R`\TI4\3XU,C+T[L*?I&(G.0 M3R@JSZR\N=S+)P:>5@_AWAF$D]QM4%T$;II6.(I7EH9$U&7F:$[*_<'[,4L=\EL!V4A MR$<^004A"KD3R5.V(6]O*D1#Y@)65K2)TED<9S!7U9&P2R,/,XBGSYU@32G) MB63(.7^57RXI#S#H_37+@M$+*$44>=K-..1NR!ZX%V<**.Y5)O8^;BC;7N8T M3E$QY\XTLC2#I4*X!R5%GWHX9IYO!0-=R8%'K%3JOO#%T(T01AD")#[NF6]D MYF)55L""O-^8P+7RIA/(*RP";UR:7D,BLE?`IN]!5*ZKDZ8E"I-(@4V6U MEGKY[GUU0IS=P]X-.H>,DD_F/$OUN?GCBOT9JJ7(9&PGA06!9J20(#-L)@(5 MQ3;LTV0]T-2%DE$[C`TC3-.PA]C?EJ3+(+[UD40C'FFJSJDIKH[?*VO)CUPT M>E9$P/(5;2AWU'FZB)2O'PA M5IF4XB[\?O)::548PU1$/?-@S"*AEG@M=C(TBO9C_#%S*19J*>P`A([9<,T+ MB)`+I*^*G^MH3N:)W3P?9J_@ZW:+U6@2+]0LJ6-%4L,"&$_9K:HC3CG&DCP% M.R':.#<+TO4Q4FL%\R1<7DG$O[ZY^8J2G%TEMC+[)!Z$#\;ES7@2@(*@Q/;_ M!]9A$U%I7@8 M^2+\7SFSDA+F`P!0=?ZH,06/?F)!Z#B/COU\!MEVX4 M\.`J9X#>IOJTK!F*UM1Q7&0&GX3`%(:?L@^^3DCHJ4R1CDZ_7-B:V2JP1LM\ M^F^:#+/(^'?FCJ].YKZJ2T!KWJ@`:J]BU7#PZ'GP;B$WYB%ZF4(TB04N`ELG M`@"YB^A1"+1N6VT%?OAPGN1@YIQB_KTB!_2R&-E_^]183G@4F*I,JYMJX9"F M+!EV?9K6EA5O7$":1NXZG*=.9YXK,('E4RP7*:I:5S,$6&$;B_'#1TPOB*4]-@IRO-P=_G- M:J$KLCLB_C5=RK+7ICXP1-<4=1.%)A$T>`I]`=3BZX"#)JQ4 M$5GDT+"EK*?;D_YML_9MANVK7/5345,;5]A;MT`4"A$O0+/C]X)]0HOS*J^! M&DMKW\$\TO'KH(_(JGR":=>^)>G$B!>7@/H!>\\=C8&`Z=<"$.4A\!Y<1*6` MW<"=^C7-=OO[L0N7`S8$#H8LWK#+]]J>&^G,9MO"(@+;R&$,+NZ_TSD[OP[(O]9'M+9*WB!LU6(ETUPU(5.T"$(E$F MLJ3G>()_`3VMH3:?/HR]XEJ!?M4'HRG'P%1H//:&P'[3N%C&H('1N.IEI\!T MPE#YNV3"Q6V,A6>`ZR.Q9JB0=!4<9BX[A1NUI*^A2J]-LO4G@/F.9J1YN.'? M'GCHJK\D]4-]SY4C;4UJ,E1);D8VTCP];YK*CX?C5LO7=`ZR`1@E;%A5`F4" M1''3-^SN7[]\-+B-ELEM.*]-P=:49:&(:;`9=&LSG_(31A4*8&")V@.D-T/E M'-WFR3;4!8NH5$T2[!T(SP7Q.)TC8:R"!DV-:S+.\;W-TG;V:4T77B2`P-*+ M02&=:!1+!(?*&`!"5^>0!'[9"&Y@@Y`_)I!W#5%+[[1EJ!V<%N;Y_)4T2S_- M>])[>BH%YK-<9@6?;B(\^L.K![#8^^"N6D98;F(X_X+`X>)U$?Z**R\'/ M.`_X/4OI5PM2#%B+OE#H[&18`9P3W)E6,#A391W!%=R5 M>>8,>WAZY2D[9AI(&E_WE5@'2,TXV"``4>` MLO]-2ICRL%8^#>39P-"0[MD(&U7#5)DAS6C7G`5L5MAIO5SVC6&`Z9 MS;U:#J[`I%S??K$D.$:!%K:'(%/0OEQ0/VZ`F7= MC=@M=UQL`F`$VCDGE69A_^)^C-WQNUI-6"C9`>WLLT"+GEV,M1L+#^&34#F" M@W2-%VE:<]JY7TY!A7220FI/9;@DNC#//29,'Z,R`D(,0X79]AW]Z&&R?75# MXMF520S5$$*?=EC?9`1D8?K&ZDTID&A_CT<:$J:7/J^77[X9&9L1*+RAS/='Y,7/=@[YLFJ7Q4$$C-XS,-[ M3`D"<"D?G8-_SVY5M<8:RDD4(@C5"(JE\8/:DNL1T3R1V!-JWR\5+*05R^U, MV&:]932:FZ]Y:=8-)[MG6=@K4+58N^?`9OV\#:N9"V89C.&.D9D34_1BYJ@R MPF>/00SR3_D6E.3<]^$T3MM-0V%,,BQ\._AF:'X= M:"ESBCXZ2@-@&YZ((I6/GI+6K&;12.^;M0=-&$Y@W>=1?=.HFRWAJ*&M-,$" M@P?A3=/TVWSO'O[`74_W*^;8G!ACNEG$]1FM#IW^LWO1',X=?:)//V.458_; M%M=:Y#E\.IAWW3,5WJLD^^TS3< M44QY;U`>R!Q72'+,HU$8Q/=5-;Y04E&?EQN@>]G/#?37 M!;^H:B=V%3P(GX,F8N9(<][0N^>DI.ILHLK0DBH.U10X64J2>JK=0R`/4S_3 M[-*Q&G"*6:4"/DT<:I*V.*AK_Q\?>WU MGHVOC?A7E9`4"L>=980FU3A)`N9A\_$34Z4BS=QB16$20:S0M5]?V2]\5&3F>OUKO4C3%[,,GR3O-OT M:-6!>NX852'4L?HS5[1*_$J^YS)GDI)L&?>E.W"YRK\%@.HB(GB4\)4?-]?D M+`%R36OC6A=77<>U'Y)+@3/E611R7W)'9S*H92:4K3.>GSY.G]GLB6,1WBLN MGN_$J)Z%&2OX;%7FJTM:J'W'W4HKHI=;75K"0].!YF-3FCB>8 MHY"VHL,-S<[8@&F]#_E3EJK7)%6E'WB#)`D;&RC]C@V43$>PX(2!":K.^8,E MO9ITVVE@L$G;Z;GNIC*UH9`:W*3V;H%#J%[^*JPRW]04!.F'9=?J/']$.\<# MY$[40.OPR\"$Y,G<905 MY@_3TJY<5I:>F@VR_=19S`\2>Y M8=RU%8]8<3DN%58Y]VQ=G[OT,:I3I+I6%Y0L690$_NOQ,/<.`/\+9Z\:>^XU M'J80Q`B&SUKGNBKVK5TOLR](:<[@^@_N3+L`S(AB%0J13/UTU MF5V"4(1S?7!U>UZX78I\LI]D^;UII/>29@OI`(T)9OF)##XZ8GK*;KW8B>+T M*>FS8;GQ>)**4I`&23=][*"3E02DZ*6@-,,NTWQ85\WXA20;AW%+J^8%+&XV\VL"*TT%;O4@>1T'Z0ZB6I7[1 MO`':\_A$BK?IAX6"HMFZ\U.KLAE-S?K<\*;LQ%X>?*46`P]H?+OAS*WDQJWO M:^[[A;1!P_>URK)0VN"*^SI[>>%F,_?Z010%X_E9>2@A\JP\_UU?/_>3YK7- M=>8(YN0+=L5`->/MR!V`3#%JH\ULI6>EZCRP9\L]/WD>6(D824#1F'QERO!E MJ3:W#3"7"I0W@U5MI6UV@2_>(F*MKK=<%(N$>XMR/N+22_ M$>[M"?=:!T"]%V!Y:&2\`C-VB@;RD(Z5Y&NF<\FX1PA'#F$>[? MRH,Z`^M'Y4.=?7=]=J'\I[.?M%,X=PTZ`=]E?ENE0$K0()5O[H,OUM8@"94) ME7=`Y<_P&M5A``"9P?:#\AQ_Z&-C)C4K-_O+.^W!?I4%4@A/"4_WC*?L-S]X M&34QO%&L&8[I`/=A$/N#-TEPRG&$&`X/@,I/W?$F4?GZN?!M;CCE8B[0'CG! MRK.P!8K?F(+.BUBWKM]B?6`HG#0*C5>-6NML,;.N*)#,B*HX(!G'&&.2U2(^ M99W()49T](RH?79.C(@8$3$B8D0'9$2Y=,K"X6(+!N!]_9`Y8$F$/YY@"M_) M=]D^B=\0OR%^4Z@%UB#%AQ0?8D3$B`[+B+IU8D-&V%#.B_V=RA]?>CUER5.6 M_-,;*8G\:#=8^23RRF^0LN1MUF\I4YFRY`GW#HY[3[/DUPX^$^Y1,A-ER1/2 ME1[I*$N>$(ZRY`F5"94I2Y[PM/)X2EGRSQT%9^`WQF\,H/EVJ4R;%AQ@1 M,:*#,J(6<:$#) MW%YC6\]_M_^\NSYA[@!^X$[TIM'JGG=;W=;-=:]WT;RZNJPW>JVS\^9U][)U MWKGHG/SS"?CSH'PA_WW9Z2U4"!@ZOA61C+L/5__GS>7%YYMK=O7AUX\W[S]? MW+W[\/[98UZWGJ$[*7CFS85D$QY&Z02,A45O^$QGW5GPQF9?W.'`B'<^1JQP M#,A'C_MJS@1_Y.&`?8X012\FN7%7GQ#2DKU*+;1F_?O/%Y]D]K7Q_>L:^R1D M%+H.3LW0C_C-=Y_<].GS;W,WJ7$D'T$:8RD(3@[Z'9X!]R\\ZM7)Q\^?Y4I&0(EQA,OF`H<0)&G02:^XF<]ZB3V<:H7SO'(7S%T[]6D,)Q3Y"83COT@ M$DF$1^!HKU@/'?/TZ)-@]K;TV&'!_![^-H(;/36.3STG?3L.5E33PM7P&5<- M0P)P^WHR31_GH+GC?ASBO(W^5#T1[@\';Q"UIOJI+'CT<9R4&MJ"JW$PZ)G- MYT`JD,D@D%`\"'AV,G0F75LRI\J=&[+C('=:>5TRC'0VODJ@Q(%_](`4V+SK M`S#%"J#G()9,`4&9D!\0:UF-G7I6K&%H8KX29E"QI`UDV&A=B':-;Y:`G5 MGD4U8PY,0C5"M>=1;=&8-")3`28V!:F*=*=KGQK/>_C4(BE]F6)6ZT)C#^WE M;#EXO(]R="@T3FQF_VRF1UR&N`QQ&>(RQ&6LX#*;VU35,IURF0E265$Q)CEL M8]PW7S#N"_:6FR>B5L,4%=ERV$6+9)*\%2:'QAF1`Y$#D4-*#L:"454A!W)/ MKP!L/B'T02>$AD_4KB)(RBAT#TIKQDBM\N8,.4WV(*NJ0UC%E^D081%A'2%A M&7,=5)ZPUJIPV]O"UJW)FLV828NRZH:+LNZ2XA)#M27JF047CF`E#98;2<89 MP#L43AR&`+&LF"88FMG'-\T6@XL\-_"-/*\&"YX$H4H<@34^CEQGE%3^2*S\ MF81N$+()W!\DI3_W(!W<]5(Y4)871=FBZO,H,9C;I1S#!26)2LS#3. M`I),A&I)[$UK,[PU1&%-LW#,E_L!`DL!S_;O:^Q>^"+DGH(S'XQ=WP7,YZJ, M,R&7#4KX"F+MINMMD3'@YA1]ZZ4#-7]E?8#%T(VR>DJ0V/^%*WBDZ=T=*PZ* M'H3%LL2)QWVJ2J2JQ#U4):[_T/,-S0:J<:0:1]M*^6B#5.-8WCHRJG&D&D=; M<9.J@:C&D0K/J,:14*WZJ$8UCE3C2&4!ARX+,);!:?VYXWT4[J?B(^(RE%1$ M7(:X#'$9XC+'RF6HQ)%*'(NN$[;EK(N6R"1X*TP-QF8&$C40-92>&HR-\JT* M-9!KFNH;BR&UM:,C1V_+D,=D#Z*J.H1%95A$6$18--K8"A*K2J6CP7(8]75Q MFMZJ@6T+&]H1=6^X,THUUL\7G]B]^X`%?R/!1K`8H6MI%/$DA39LX`Z'(A2H MZ?9%](CST/#G!^[%JC@'8,\D#DI,IZI=>5SFTD\O<'#;&#:4U/_ITA[Q582. M*^'Q/-)SW@P\5)4HJB>>IF/H<,8=<[B/Y47I.P<,^2G>X8;,PVWJ2DVU M+82Q%%'D)55J"'2Y)M2Q@`UNYXZ3U#1B,1;`4OPG=J,I/`XLHEA5K)6I3DU7 M`6'UJJZ'`>BH,K-H!,)&=64E:"F MK+5C35F[ON^*I-*43FUYWWE)UMGH5G.A6]7['"#?^Q#U0,LU^9^4#GH-.J@I M*Y'<#1NX&XZOU&`VQ1N!JM!/#`CWS.,>E;DLX-['?!DI(.+LR^]HR1,6$@?< M`Q:BJP>6-X/K1]6VBK#/&/;9AG'KJWL'P+[/$0^CV==?X:[1%@YS.Q(NDL-5 M=OW"R=H2IK@5_3!&KYS)8G(*_]D`N"+PKX#,_.99K54OOM:P%-2(]U%][42CPB`K3:V#1/K[_RT!FAJ;DVW1Y[.6H&,6J_9;&J;PV!M<^:M7K= M&*[80@5%JY5$$Q4N36R2)1!$D)\V8364=$-5;#9S_FS-J1,^N"E+;0 MHGD[QR+`E8M(J^DJ[+1KYWN(<-M"3T7KAT1=5.&;M[%ZITTJGR?B(M%5!''5 M%PM:*-UP)-<.J;#,L]LCE MWE;]S?+*%KLQY!O,]UH<56(_CGRS7+_?;N&AD!/A1.Z#\*:EZB`XXX_!D`EL MN8F-`A'KL5A\S)%%]KGJ1*F[:2JV"M=J)AM+%[L/PN_[.K9+CSM?WNSK;9^= M4>`)N?/[M-@'W2;8G[@))OB#F:4CBNAFK^-@(#SVZ$8C=>RS%I0+8IA+&8_5 M&B3U%"Q!3\'FCCT%.ZU]=XC;^PMI@Z7 M'34>42$AX9$)/%H[CD\Y[RM0[B8=Y/`Q=)V#=GRT/N/2BFXTUKCKV^>G+6.! M8.O/'N^C;-N*!,&LQS;B-'.BF&+!?<`:=Z[,_`9"+$_^.,4NT"W1DK%[(EO,N6C*3`*XT1;1:1!%$ M$401.1G1,5:N716*(#_U"L!^8S']ERB/*(\HKW#*:Q?OPCL.RB,'7^+@^SWP>.1Z;K1) M;6-U+;=V^[1EO(-&M4F)/!W'3"_UTZZQ+B)$+T0OU:>7GO%,\VK3"_D-5T#P M0C6E8-?N@PM4.V!_NL+;9+3T$5I0FAOUFHWF)NR(#"ER89`+@PB0")`(D`B0 M"'"E?DJMFO+JJ<2V(0N+W>91U\(1X[X(9T3>:M26#X;9YO'L4;`86YYP/]<% M91B$0^%&<2A8F/1`V?5MZW;RJ"\BWU;[Z@N'P\98X'M3QID<<\]C2*H3U?WE MJW!B;&$C60@`A@\#;/$ADX9:4G7G`=",^(-@GCMV$2HC5T9!B$P`.\-P[!+S M.'*=$8L"U34(*1GG*_A#X^"!4#P>"'D^$+W5O$?$5/\/5//0UQ+$;C<2' M\KT!6T8A1QHQTS@%B0X!X4HV#(/Q8@N=4X9]>$1:FSC!VD3\HX:;VCYVXXD6 MFO4$<8C0&P-PX`B<+]B4':^:=3^KS3KW<#;KX*(?SJX`\MR?XANQ,UJ@?GSW M\4.-)8W2'"]0W7WDB(?9PI8T`3IEU[`B>`!GV)L'?\]A1;8SUQ]BMQ2UA$AM M.0DY>)A3_$S'H;$[F`0N[*DOHDS^]@=?2_9YX@/A^S"<4"$J7=N2\AP(A"Q-!^%ZX$0`)%%BIN`DT#^$2Q+KPKO MR%8$6QOG.B6=,B"F$%^.)=\U9+=]<0]RR/4!T!,%:_@C/B+EP(#O*,63%4YG M[YBMZG]E]E<@TZ`?P M_70,.S]8P[!V6?I;V=T7R\!]'6K$995CJF*-;U!V_^:[T2:UAH1,:R*3J2Y* M!F%Y:'S[(VUB>I'H_6G3H!FD5?<@]LI%1T<`HGJ`TC.4KPE#C6&H;5BYOMOY M`!AZE7-YW($UN86?FO(H\O=]B",9@6&%QA2/6&K#L<1T:RV:)C:$XJSI+-&J M=(+/VTY>^(TEG(:BP!7 M*+EU3GMK%WON6E/5*[LB^9,>,75(:68-XK2:9[56G0;,DC.`BC\RW<5D7V&B MB*.A",O@4RB-G)]:T/F^])I(ZL4VIHM4U'75.ZN=-8QUZB)STAZKR#HF?H2U M!JWST[,N$1<1%_EJ]D)NIZUMYHL?IZ_F5E=W8%HQT"PFB'L&M:4"0M;6H%FG M66LVC?7(>0E4MN`+F;D6:4A%D]?>2:I^2A1%%$5Y5072V-EI8^UH!*5*;9/S9*B(.(>]F$*75^Z MSJP'F>[.-N\$7-C7AF^UI+>.:C2UK[U\TZDS>(X'OYI9?-H/;?G)86,]D5.Y MLRYS>]MOJV-XOU5JZW1J/VM07Q=JTS\)"8BF&HI]5BT)E[?NV%[6J3ZUO\-; MX`V?/O^&;=X\C_4%DR**/#'0S<\XP_9M@->ZAUG2T.S*XU+.3NQBOGFBNE&W M1'/$).V3:&3I2'GWOCL$<6NHG1^;!"$N4::]'&]%/XRQ[QGB8(W]RD-GI&K5 M:^Q?L2^2C\@4LC\U&7_DX4`F[3J?`M+UFO"%T^2-HW; M=J=4#UC=GW*Q':5Z7-8G\^6C'28/R%P*S7K]7.]>@02;H,JX+\5_8NS1I\%R MRMB%AH\K90S+S-IDX@O?@UHW>]2[CQ]4"[.!&(HPU,#SN>H4JUJF/@%M@-TG M\:41P,(9B>P4]9)4>]5A['E3U>129R0%\/?P$=MH`N`G88`C'M1[\+Y0>.(! MPE[WH&]UFV=0FT/XV@8W6CGT"V^?;=J>KEZ6-WI;W M;0V8DMQ7FOWMH0VBU?E93SR!QKM>J5)Z=@UJR@:NKH,FD+X`VN?!67P;,=3B MR^LUM,ZK2CT55Z/:[V@3$JX1KNT!U^[0WSF#JD(][-4Y^REQ.U*_3LHKWX/> M\GLRIN2C&@6Q+DBWTP^MS*LR'B+^+"91ZKU:XJZQ(2G-FOAGL];NF*LCHHQ/ M:PBL7!*`;6Q03D6#> MVA[CDLQY*K2A3#XEYY#RS1K.W3KKUEI-REDG_R*U`,[X*K4`)HH@BLC=UR!R M('(XN%/@V'5Q.PT;XZ29RX1>DD=K@U%HC?;>K#5:%$NR$DU1]S>B"**(3$@0-1`U4,"``@9[(,VLFXZ5]J`U>GNSUFP82_0A M9XL]M&4=(S]"?V:[?MJA,9I$7$1<%"P@$BLYB94%<.6W4*IEB,Q:?![2ZK7& MX&AW6K66.:W(EE,F3Y`].D[I5)EVZ[1MK/*(*((HHO04T3268T?D<#3D8!E\ MRJ^(VVG5%%I;4'SB?+FU]WJM>TY#D*U$DHIQ\R-T:;:Z!C.&B+B(N(BX"D@^ M(L(BPBH]X,IOG%3+!OG@1(%I$Z34ED:SUNF1$\AZ)X=U#+BZ/M%6[_2L0Q1! M%$$445P*$-'%T="%9?`IOT9NIWE36&4!A0I>:`]7.^M1IWDKD:1BG/P(O9FM MSBD1%Q$7$1>%"HBPRDE890%<^0V3:MD?64$!!0H4`K7;M7J'>E%;[^"PC@%7 MUS':;IPVB2*((H@B,I6>IMD0.5"$H!!%_+N(]SVQ[/J]X74.2I[KBS12.\Z3^Q*]U(,"G"!]<1;*(FD;-@J/X.ZW4?W$',/78? M5C'NEG#H4;Q2$\#'Y@KF0+,-MP1XGIFR&]W?9-Z3`:64_;.9PZ0'7=]!D")U0LE>Q2,>S+0$-C;[APN1V^,;%"* M*/+@J-31/XY=_UW&@*9RZC,!X#GIZR.\"!V5^X/X"[ M/'7N*6HA\#1J#,H.&@2*D:<"!(%=ND-@W_`@(S@*9P0DB0>``$?23`A5^(,] M0CXM6IH)ME:CMGR$X3;;/"T)N[U@,AZ/<7ICPB=EQ*-8IM_V=1KPR0P9/``_ M1YH>3[Q@*I`U``MP'?Q-1H'SA<6^&S'^R,,!;#*.8+L^@AM^'R229.)Q/\'2 MBB`CBK()0$(HWM87J"/N\.#S#97"Y[!]%2[G[IE3%.M/"`*_YQ_J!^&8>_-$ MA-=D#U:Z%LA&STNN^?&D?J*^@^;HI-^7P.'.'0O)WHM']BD8\P7M^M$=1"/X M"'OJHS`*T>_L\8D4;],/WS\U9V:+RKMB,R7V;*G%MX8S5ZWEQY/N^;6Q-ENG=VX?LA44UH"B<;D*Y.!YPY8RG$+@.6&=F5O M.P#B;>K;HV9K_<`;Z.=\R@3:#+2?4;*MRX+WNMK?0-JN;1(39:Q/&2VBC*>X M]H?Z(4\7%P`;?B_83\K[%@K\`V?AP%H`T,4$"'\O46OAO* M[GQRW_O`3W1P#B!/.T,DZFQK4>VT(;YO32RV46NVV[7V&2706(DG%1,FQH6M M]=CVS=[0J@SZ[1K+`)A_=D;%/I4[IRJ$JXP![Y_FKXONFV&3S'@U^-++X$%43JZT(>YD=0DK`* MPW<$^SU!K5D5SO)TU)M6]%C'\*AB#6)JR$9QY6L87!5D5I/@JG#AR'Q#I MAR[\*MG'SY^EI@X_5C8.8#[^IMG"(YPEBSU='>I-%9N`'Z,1D`P;QB&PF3`K M+U+5E8'/(GBQ!`X#?&8B_(%D\01_U45N&522XJITQ?`R_`K7IW_ADXD'`AHK M58R`*AJ%0I@A*2QRGMM,4KVGJBD1O`#S)UO(7QWQ\%XDY9@*U@JL<#[#&,#M MZNV/^5=W'(_G;AP+!#2R-NZ,7/$@!J?L8@%PBPO3\F!VK(-`\+!6T?^ZKX[M1TE@XP@V#=FN:A"K:RP6V8UIPJ-S52<[D.2`:Y72C`_JZ/- M5!)%B4A5BFO,D4F.$>Q7S#>ZQR;F4SH'XO&\X!&K9745I121HBB0B3Q?1PS' MID6P-*%5FU69:\;6LSB/?KOU8"F\J34MMK3;YD'/^W@WQ\DU_`%4[_OC2:.Q M8\%ON[-M66NS+(6[E=_@WE^X6:WW=H&S_1^JNH`EQ"PU8K+/$0\U M:UT7QI37M:$+Q8:DG`3QE>UN*N.P@,RN;K-V7N\6#L$BH&%=*D:)2+)<0L1H MTEWY-WD:&;KSYXXC:6`T,^FSS^73 MW4S"X#[D8^IBL4-Y:]-L^34BV.>+3W+WLLOU"W0[YK>@>Z,8*-1<>Q#G!-.@X8MB7T,&"XU\B*ALA;S6W04.VR MZ@92)-R16EZ".UQ3"-S7ED3N5Z,G@\RA?!2B*NFX3"K[)4V%MK]*O-G>L4J\ MN9_AQ[G[ZF4IOJ8-T@8M7RAM\*`;+$E6HW7.+>.UY6;:\1=?UMBL-XP-ER$\ M.FH\,I8_2WATU'AD;$(CX=%1XY&Q&1>$1T>-1^?_'R$2(=*NB'2'8(WULG0EB,D MVB?:)]JG+%>B?:)]HGW*8"0N0%R`N`!Q`>("Q`6("RRW`^I$_//[7&L8\K+/ M/WP7RS?WG$_>7KO2\0(9A^+#\"HW%O23\'@D!E>!C.3G$0_%)4[A_+3S;-'_-PZ M\Q3;G10\5?IN)!A0CQ-[/!WIV>?2==00S('KQ3CO4R3'SB8B9!(/GKF^X\6X M3,;5X%G?<3V7YZ>"^O%8A#P*0OTHX0=CU]??X7X:5%FF096-YHZ#*CM['U2Y M]Q?2!DNYP56(FSUA97K',OV[LX,"OJV6LL/X#0/9+XV&H>$D!26Z%#^MY$^< MZZ+<`;35J.VA;*WG`V;F@-CT%0\-/!1TR1+VI@E3:CV+*H9 MRW$C5"-4>Q[5UHZ)4FWW"AM=7?[6C>#QS@HXOT]MU$4CU`3B[A'.9:!X:X!5 M759)&$<81QAW*,#MFKC?*['(U?)41.@9#L;BD(JR+=#8/8#W!`AEB.&UVL9F MV]MRCG@?1?`/)ZB)!Y2,!S3KU(&->`#Q@&/F`3TJZ-F7HZX29L,K;3>\9EX@ M)>-1%+K]6*=(1`$#:&.&41AX'N:'[-RXB M98D8^VMR1>W1%45T:[Q>[NA;;1!A$F$:A"-U7K6E!TXE=&*M$B\HPS]/X1?V MS!V##EH^$RE$6\?1;Q]:RVE?*( M#\[N[4%+ZP!'&$<81QAG/^".WOEYJ5I0:$$K!HS#COF]T*TG)`OB2$;R#?8_')"OMW MPK1KK4Z]UNX45+50X:`\>6F(LIZCK/-:HW=>JY\5I)X291%E'2=E=3NUUME9 MK=6D1#)K/*@EUBSUUY<3R738.QVRP3Z*D"FW*V6548Z/O8`CC".,(XRS'W!' M[]NA[I1'WY6J>=JD]I1D"U-KNF-F`HW3IC&/F2T'24R`F``Q@0TV73_M&`L; MVW*0UOKN*F$Z4(?*`W2HK)_6#Y\;N8B7)>+NU*32WF!9E4G7"LJUA0B+5L^) M-HDV-X9CK]EHFL/`8R=137(.>?F(SQ"?V3!8 M8*Y[`/$9XC/$9XC/%!V/.!H^0\G&.W2M3"K=*-W80OYO#Y9:!SC".,(XPCC[ M`4?^4$HW/O8DH^9IT]A<'5L.DGP#E&E(3(#2C8D)$!,@)G`(]YXM!VFM]ZX2 MI@.E&U.Z,:4;DT>*2)?2C6U3SXDVB38IW;ADRG,%=61*-[;8/*]4>D[SM$GI M.>3EHS1`XC.4;DQ\AO@,\9E2\QE*-][-YOI.&1O+KM_;PG)`\UQ?O!GI#-]& ML_[M'"HV$/$46%T?>%'TMH4_F(3KW4BHF7!@@:&9)5DP9(,DO=B?F6D3$>HQ M&FP8A"R"FZ:P7\D$+&O`%O:ZX4H2,S]!.;7?@7`2R^\MPC3)>Q:.&/=%.&.C MK4:-->N-Q4R=;6!1V]M&8,F+)+S-DAGW]P=^6/7B()"M5CW`*)A"+B\>"(5/ MP\`#H8L!L715Q*=H$(.@Y\>$O@?&'P4SP&I(L"UA?,A6\XZD7N#0IJ M%6^,P$&**/)@]9\O/DEUDI\^_R9A5PZ/I8+*E"')[6MGW(]<,QM3',1]$*<+ M3\MQOCG-I/Z$T>'W/&OT@W#,O7GFB-=DS$][D!SA>_'(/@5COJ#O/;J#:`0?@3,GPA+`Z?&)%&_3#]\_%7RS1>7=>YGP M/%_JT5W#0:C6\N-)I_7MBV)Y7@=(;FRTM[UQW_?10G?P&)/IM$!RO1T#.@7' M;1R!22"Y??>V`UU=:>F[F55+4HE:=(U]]G97#G;65CWL_"TG0. MZ1_NU)IU<3]ZF31D_BE"U9+R#[5YZ@?/EG__X^]]^R*[Z3^Q&TPM_[/XGACR>WUQ@E^7?[S[OK$^8.X`?N1&_.FQ?7 MU]>WE[WSB\M&M]ON7EY=M<[.F]?=B_/V9>?JY)]/@)\'Y`N9#\O.;L-LM;JY M;+7E/M8$=A\0`5;N0"O,":$"$+XI`E5?RU)(\)R MJQ[A'8(]"I7`,Q!BEK&$R4Z3T!WS<`I??3%T'1<_<\DX"X6,O0ASG_X3`XE@ M4MZ#P-2@[X(0?\+'Z]\_!(^P M$5C4P`V%$ZG?X(GN@]X!K(&S!QZZ*K$F[5*@=SAEKTY^?W=S\AINXA$;`PXS M"03MPDMAC1Z\=3SAR3/U'1EDS[Z73`#H@K'K8%[A$#-[?$?M,EL?]UG0!Q:A M4I1PC;PO@["O&BKHMS``T`#G$#+P2]B(00!H&D63#,!CG+U=+=H+8&P`( M(OR1>Q["++\%?-+LGE.60S2`!2!!#C<&C`^'KN?"1U@:,$C8ANN,\/3%5Q$Z MKIQ_M.L/O5C`EFNL'T=I,MP2;/HK`+"S!WAI#+"O*5SB#BS=QY=B)J9&1K50 MQ5#86+$27"]#RD3PU12R>N[8Q;L0#WP1RI$[@3?-;2I;]0CH"PXU1&2%D^!L M[/J`6%[NAO77HA!)7PA[VAJ2^#X$4UHH^#QDGUV>@^B:`.I9P6`%XU/W`3/B MB/GRZ9FM!A_N&:G0#=5Y`?,(@80]P&7VQTCX"(D0\R?A*0.`GB8T)`VNVY;` MPQ\X0%/18^`X<1B*04TA-?Z./%$!DX?A%)%57XRYQ`#[048_P)W&:FE#6$ER M44*^LZW`FFYG?X8U];F$6^()K$EQ'E^1Z$`\""^8P%\&KDS/UN%RQ%!G!(P= M"`_()!JYX>"-9GA\,@FY*SG^C@S&':J?`N"4L*H:4]L"\,S6B5G/<#U`$"YS MA!@D'&0B?$64P7`(Y`,K?C=GI>AG'D0*A)C?B53Y5SRX5\>#;%C` M1H'2!"X2GSP0CJ>^^K.G!GAL;_"Q;R(QQNK8$$\4R#V]'5\$$)#J/8@<+N+] M$+AQ$,H9<]&\!RDJY0Q14%.O]81_'XW4(;ECS98!M7&1P=RZ:AI/X$>U.JDE M&'!T#*WR^^R8D=QJ;.CZP.6!U>*:-&-2C_9!4WN#*\]=`8#_"R02YJ-KYH4X M@#P'KN=]0'#DXHK3*QZA%HTTK:&$5V7'F@J:[*5P)VP-Y%VWWZEI=)KC2=/*'(4R(EJY@UWI)RFL:ZB@[?-FN]N]OFS5.[>ML^MNY^:FHU70RV;W MK-D^L`I:2,'$'$'KU.W@,96J,PI0)XD'_00GGO#P$5:[(])/T+;"YZTE5[EZ M_*YJKR6U%_LN9#!5?H%JADR*%^3SW?>L5G$W[(](MW6S2,M`SO MK'/S9\L]._9"D0^@KLXL@2W\YLME]HOS-XXO/W@#C9KB=SL3-B'@^@BX=H4$ M#7%;Y:_EKB>X[F,'_^OA,F6-_?++U?,=6!Z">>>`V$!D"HB=;E;.+!*@3-X'Y4, M$/NR`!6)?6W`OM8N5B7V9=8FJI;I\]'C4YYV\%9,#/]CGX0,PDBRR]/?7XAJ MKZGDE]K4:;9.SXQ"X;@M&I+\ZW=B*-A#;9Y6VAU3:&(+WA>M(1,Y5)@<.E2T M05[H]0#[K]AWL7-OHHQ]#-T'3-O]12=\DB?Z&1H[W9W*R!--KIR]M-:JS+"Q MEK'(=^4[/Q!E$65M0EGF)D94G;*.W7^7YBQ,`_:;'[!7%_Z`_Y?]RJ?\2]#G MN\\(+KWOKFU*.20=D)P5%7=6-,E90>1`Y)`%68W%6*M"#N2[6S4C.2L6PM^U\+'#CC7P:,? MP7])P=''I,>7,<6QU/JAL6`NJ8'DH*BX@^*<_!-$#40-J6>!J(&\=6OJ89*' M(?:S&@1A4OT@X,.%$XM![$0!>_7SE$<1^R3NA>],V4\Q'W"/_\5#0R'5:OKV M*!&/?'NED6_5\4#LWH;A6!P01%A$6!O#R>@PFLJ3V+'[^#X)G[M2JAD)5P*' M!+!?V>UVJ1@X\D/F!?B5@=E8`ZS*O^3S#]_%\LT]YY.W-_^)W6CZ MJXA&P6`VQE[>P:XOO<#Y\L]__/UO/Z07WW(W_)U[L;B<7G(/"RP^C\3_S]ZU M]KB-(]O/]P+W/Q!]-T`&E'9F>`3KI[$2"/F3QFL)\6M$2WB'_]5E&R+;?=+[?LEMTG"!++EBBR>$Y5L4@6E?LG#3\2PM7T(1)IS'+[K'J_ M[%V>\Q'MOQ_^Z^OYOXN"_ETJZ"Q-E7L;R30]^Z'3Z1WGJNL^^-.V]X0.J109 MN/W+5N?X\NST\.*T?7C1N3Q[\^;RM'-\VCX_>G-RTCX^V_OU6N>5.^*K'JA4 M?%0C\=D,Y,T:L/1XI&.UW\^/`6^UFR_F"-5B^GATZ)@TJGO=X2^JA,>?2E!_ MZ(%T*A2NKT2/Q":&+#=A>B(D$36$^A%$&5=*!#+1-%00A*94I0TQZNN@SUV1 MZM2E_(3)K/BB8FVL^&@<24/&H3`<^161X68I._#%'@CQ:=F]71.'],DJPBSU MF.YIJIE,Q7LU5)'X.C(BI+HYXVN;I1-]12S1W%"N,2;&:!;6\B!MNYZI2+>?*;OAV+BV&[B[NY5NN/^C?DFI" M@K2E=Y#X[^A[[LF\XQ9TQ0.15@0-"LWH\1RJP%CIM(E?LT[*P>@!\MB7^9*F M*"-QI,YF7N$06A@AH4X#D\7@2L`FPL2!!67KJ&HC* MPG3C1'G,2VME?*7\2TBN;WP166)RP,FAI-N[.B*$>7CF!8;222*0$GTYG,/Z M3.[SA"F1H&^5.J#_%$.`RAM3QQ(%J=OY'3G0B1F$JB"+O)0)):6VY:"/5,`_ M^18DB354%A]%-)&/H/YAG%Q&6>"R22F3LJFZV2#)OQSI*!)6I<0[OB'4O9[R MLIO`RTMIAJ[;#YM\N'+,36=`;U3V_NJR])XY5Z]Y3>?R=;DBL;$#&^9 M%NS-I`A4%!7W_++7W//7Y`,$D^N'FP_JZ"L=YY64F3.3+W)OW7\STJ'KT]TD MJL)#"3@!1I*JUY,//U_W-F;U+H>^9B&>YM+PRSVB9[XR5$#KQ9W.T+SG53RX M\G/M3;\0#:SXNQM M"'N=)X#>PR@KQR4,!94#Y;BA_ MH=?H'HF"!#F5K5]D+SYU4V6'?KIN^LN[/(+]S7IC MO9VGU`2U7UU/U'UV^ M2*HM6GY5F66MD9ZJGMYJZ,';K+!*'JODL8C\>3=PYQ>1[WP# ML4J^SOXM5BICE3RP]^38N[Y*_MZ3S\`>%C-AE3Q`M_6@PRIY``ZKY`%E0!FK MY('3G<[Q(I6>2E(X7>7ORMG7QYO!5L]UJG1RU+]Z\?7M8'"_RJMWL7.S.\2++9SEN M6:ZFN%/C-A40R8+#&>-N3$?;^T[Y<:V+!JA5=K2X',^$N77 M?D3C@[O.D%G.NL>A[%4B`9BPQ4:B!UE6Q,+PJX>["A[GM@KRO1>VT*!M0(F#F5Y*F!B5?"& MMIL]@2`!RMT!);:C`7#8C@8H`\K8C@:<[CQ.GWP[&DEQQ[:<72Z;4UH'L2CQ MMSBM,$X\VT2ZAJF*!RQ3JIY3K5`B210`AR11@/*.0'D>@35) M&76KN.M1^9N36FU!Y9%V"\Q'VJW-PA5IMY"?9OT"VUF=">3!(`-<`%=MY(.T M2<`/\(.T6QMV]9%VZS'2PT9.I-W"?O%M]P1JCS:HF3DU^K2^>LVTK#%NTR'RJP,Z``Z;#T=D&$(O``OP`OP M`KR`^[29L?AS6`?KA+_N%_F\OI$Q><\HQGW'LS?B-C&0(KM?Y-9(+OO_[?__[//Q8>.M=I$)DTLRJ=WDGRC%EHGU7OE[W+ M\W:S=?C[X;^^GN\)'=(7,G#[Y^W3P[.CUM'1:;-S>GC\ZN*X?=@Y/FV?'YU< M7IQ>7NS]>JT3R@*](ZGXLCY42?ZR\4L;F?O/HL_SMY_NQ`?+LZ^?/M\ M\>'BX]=;^_2VNI;Y.LL(7^1R[_`754+R3R7ZI M%V4,PMS4="G_<>^RQF&0C.B.Z-N#"Q MD+Q(B/J5P=&5J4X/ZL^,Y3PO4MTQAM^71/*AU/190L>\Z9^G37_#3:]_RXN& M"M/;&&(G:8)G_E*1+WC1+UBE,;Z_-M66I5F.5ZEU0XQ8,1.]^DKT3$0^*J-H M0;-PX\K\?``/Q0]79,X=K^W)+&LX=J5U],AC5SK'.-,"#40# MGZ"!2,"/K)VK"?#NTR#NX>9A,10`B-SG@#*@?`.4;\YV+F[.)2Z0J1LXK4>F M;K'9!-TUFG!Z+F*J+.'0^MI<_5J^XV95K:Y+-_)SV,'[=-8=*@`J`"H` M*@`J8'M4`!)Z0!=`%T`70!=4'$FH4:AK\Q-9^1Z3?"(K[1OK]IVR`[H:JM3Y M/20-D5B52!WFZZ*-GQ`O+90N?[&%0;3MBI,A;+O]85L@#H@#XH`X(*XN@GOV MLT\?,I?)Z,'33#N<)?*PA8$5@BS(F@H^@`_@`P)PX`5X`5[4,C"]]:./WZSJ M*\V$*9+[_$9SG&TZNW6IWV,03[B9_6Q5[M#+82H M03%0#-8+U`*UMH]:L%Z8!7KT,$Q>J3C0"A-"_%RGLL,TZM+=B//5Q_)L'1T0 MYP,OP`N8"=`!=("9P'10E9)]:VS")]SRDK2N*R6JPIC_]G#:"<;Z"*?5QUKM M#K403@/%0#%8+U`+U-H^:L%Z83+HX=G@C'57\DKM]:`8IH*R6``^*>?8CYTEA%!8L@LU;%P5CTC!U) MRWB*G94!3B7QS^'\;80-$#9`V`"\`"]@)<`&L`%6HIK@\M^=[$9JZ?VESZ5V M13I6^WWET=]J-U_<6,'2,W/8:1(PO'!T3`S(K\N%QL8.9#0'KQ;?,RW8UU@$ M*HJ*>W[9:^[Y:^J.8'*]1*1\VF$J/JJ1^&P&ZIV>L>,>.&TM4^#V:J7CY7@U5)#[%ZB=` M&5#>`)2_T&MTCT1!@IS*]I.C`L2G;JKLT`]KIK^\BY-LAM.O(P.<`J<;QJGX M%ILI-,4U1/:MNK_NQ.*PFW:L>&OEY3M+&""L"AAXH2#[%LBT[W>N^`_JKTP/ M9;2E*\@*.OD(R0*7MFLB'$LOMG_I!>`(.`*.@&.]!`I^AE#]L3O=YIUR<4T]^J%D+U;:Y^VOD8JS`00:G4ND,% M0`5`!4`%0`5LCPK`XC/H`N@"Z`+H@HHC"34*=6U^(DO'0905$UEIWUBW[Y0= MT-50I<[G06B(Q*I$ZC!/SV;\A+C,%VE<_V(+@VC;%2=#V';[P[9`'!`'Q`%Q M0%Q=!/?L9Y\^9"Z3T8.GF79WIU^G`%>U#(P MO?6CC]^LZBEK^4C&OK0J%>N@TNXQ[B9"%PCI(:2'D!YX`5[`3(`. MH`/,!&9^UB#9;P=?#L05LS3FO0;"=.D]TFD3KV4HLCM#_%:[L@W!.S_$1_0, MT3,$J$$Q4*PN%(/U`K5`+5BOFE#LV<\!71^&R2L5!UIA.HB?.SQ"/`-Q/L3Y M$.<#+\`+F`G0`72`F$%:UY725&',?VLXK=7&6!_AM/I8 MJ]VA%L)IH!@H!NL%:H%:VTJ7WN:L[)L-91V-9QJHUE MWXCS(0^P/1M!J9JMUA M%J)IH!@H!N,%9H%96\ILYD_ MI7X5.N&,7)S*O%D%#L0!<4!5IU:KW7PQ![(60\J+5ZPU]4&IG. M++U,N+X28VI!*A2]*%P\S?Z!91>CY*;_D[<@5`'GR=(F?LU2F@3&`S7H*CLC M4^E91$55JT1*L4U&!96R5&_$]L!`T8X[2G2/)=Y49* MQ2)20Q6EPO1\K_2DMF(HHTR)OE96VJ`_/JA&.)64\BFS(C&1IF&P3H4SPE(_ M7\5T4ZEI.O8],?O"9$[(:1L)<_Q1R:`O_LJD=N?`BLAU=/_Z#?=1R80?G5#?XJREA$XI;#FQKE"ZZ48:(N/#'),]Z@ M%MV0^8_J?F,^B@;!?ND.,=^"P3T7+QZ(/WDF<:A2JI"7/E7:UYDZ(Y!I7W1E M)..`;R)*;DJ;IWVJR7XE:H54P(`K3UJ2VM@ET\3=MX@3TA_2B;X<*A+$0#J6 MYI@E$:G4_QB+F/A"WX5R3')[2YVK_LJH)Z.Q5\4329%T22&S\K*A1U$N1Q:Y M_T`/:5+#/&][(+ZR8O:OYX?Z*@K%2+O^Q@1M$A57(^?<4>6A M3CPB9V^"S6O&:&*>IE(((D*V[FDJ@S3[>S9BXE.L^&*D_!U>)1`<3==)DF_1 MC7(H=>1_2BR!GWI9QSUC!S+'-%L.^O?*\"]=23JD$/]<51CW984A1O3:6VI$ M51^S.0I5WG%IUNO1R[G5/>OQ0?:,6STT43;PM5:QKV26EIIP_QK/*:M<'^4H MRSE3P'TB^FM@)(0GLFAM0XSZFNRD3$@]_-#T4NJ?F3"\<-)17] M+:3S=63$0,DTLXI_RR5-GZFMW)BR&LNUHR<8"[\$&R^7Z]K:NSO+.H1?&69> MPHRGC.M..`?`LE/E)QU7AZ%;GD7-E> M9CU\0O(3-/NZ.8B6>@Z+SFX]1U),%4T*,W",Y=ACS'LB'D;..`+`%1&)6FM% M9,@+F%<$_$3^>]['A>DK%[+:%?.\-SE%OT5R M+!>,(-DVY@L;S,1["A/O86!"%;&MI0&T_RS8!='\B/=N1ZSIOQ-[E?5>!Y$R M&R3Y.(4\-VG#20A'_4A4P/4BMX70%9'%(R>7#'Y#6)U^9]]&S52+'[OPR&;^ MV?Q^Z@`V7*$8:T][^J3X0:HTF>C"USA+B[92S6F((I*,AE!!5+A6X236X7^= MF+1<4MXP>LUB@N_>SR!I&X[*FK&S&'-59?V^I.L##D:)O'.!%F9F6S*DLQ]G24"Y!?Y1DZCJ\<_%_4N M?`R&=O$.>C+OY=Q_84>'Y$LCP8E;Y4>69"8B/?\2EB_UOS-48OG[B9Q\^_*& MYT+(8R(\+"&[PAXIM6RN"R=@S,&6-V^A5HR*_26HX":1Z\I=0'@3_U'6D'2S MA*[\@/BK]QDETC&O$Z[^XJ`AV[ M=!EY?/ERV1F))H"<>@O7^?5SCK8<17-ONX9EKIWO>>7M9KV*6B-[KM`PY+,8[@2J M=F,R[**1S*QC\\Y(I`Y)>^]_)PV^N9A?U6;BC!HW()4WG@Y!9J9O3H-G:0[# MB5%98E/FT5X::N4AU$KZZ?E%XMDL21X\19$9I:]7QED)5H$WD3?BJ%3*W-QB M\]K8A*_+KXDYN!#-`YKOF1:2'2$VD0S$9^FUFM?!M^NAD-0&>W#B3 M-3$;XD9K`;E6(==[+X-:B>0UVB2PSD4D%^7AQP.`NCG9%4CW%GX!YBN*L?IU M1F3L7^6CC[4+<1T"J=WBI(U"K#8H:F\(0KN"DBUQW]8IPL_3<-6[2;CJ,PV9 MJX+05M.I>=`ZK5H06[E6>C%N]3SAT*DL,>7S@`,\YYN%^,=T1@(^S:UK)#H' ME2GA.R6TVW3\+WM_VMRXD>R/PJ_/1)SO4-%W?(_Z!%OF*E'M\410FZ=/M-T] MW?+X\7U7!(LBQB!`HP"I.9_^R:S"QE4D50`!,,^]_W&3(I;*RE]NE;W$]FU\\/D['GR27?2(I[1D%9&13,SP6I%:\BJZW0]E2_&ZQ\U5 MP!(>3#;0">QQ0C6FA;NA.H3`'(3AOT6:@BS#Y..86X'GIZEJ0^'8(DE.QL1U MG>&#J>;/7NB,D@=D"G/>ZQ2K_Y%LB/E36+N!C_&%#!U=,Q0EMJI"G;2>1^6J MJIR(42@#'Q//5"8)'X_Q]>`7\7W3ZW](OL-4(8M+O$$F;U;X*ID?JV>B*IQ_ MZU.#<1B$F,6.Y2!X0`EW2S'W5O\1 M;Q+G5&1/WZ*OJ%HUF_R,Q12Z!BU&B]3%'"IO*:JX0+8+`QY7H>F:SL5DT2@O M$O\4I;2K"A9N3:)ZGDW/2=,0HY0]'Z2+"S<$U^8YF*A\18VE%,,Z326JI(VJ M6&SYATK[\^`A0504P^#Q(*RB%Y-B^=F8_BZC=4KA1"(%UZ!>'I:'"5N6)P,% M1CZS`^Y$V:R87J1(BXE:H1LE[P:8,JD2NC(Y8%HVC)W0"L*H_E`35HJ%5+%G MS,+7,E'EM=KCL;Y]G#NFH),M!KI-<_\=\`;QSU&]E4XO3H[6]<173C9<;K8EO M406+2E)>^'FV9D;]53[S683]Y?LJ<(S2?/PE@:1%0VS7J!Q55;R0N;M^H$XG MAK=[4B5NJB[/%X`?B:",@)7)88^*SO#2C9AZ]L[9#8#/#C(F&1_].XS+]:9\ MCEFR4ZQ=5&6)F%:NK:^4E*L%A&M*!#,WC>O@^-0+\;.JXQ^CP,.T;R7*P8Z; M,TN_&2:=QUGK""E0D5FS"64MRIZ%UA)15=!&'=I1J?]H-PF4\AQ$793Z"G_L M*0FC22=%$#A1[45L_WE`UX#K1.FU;&!62*WQ&TU+J:BF')>J2S&W^VC1O__V M?2C?/7(^>W\/^_TOW.Y;6UJ.IVH/'@#+UPX8E'__[[_\U]]6?OE!L:>:8"K_ M&6)F?J"8Z4-:W?J`?)S<1C4\A`]?Q/C'-_>W:`C]L_O[P^T;9H_@"P#0N_Y] M]^+R:G#7NKF]N6KVKB]O6^W.Y57[]N+R_OK^\O+-WY*$L<,H" MIRQPR@*G!!?*`B\#.Y#E3%G@E`5>&CB>*`-1%CAE@5,6."7^E@5%Q`S$#/ME M@>^8G;!WSL'ZU(5/X_LX?S"3!?59SZ5X.4NAV>ZU^_?75\W[F^;E1;_;Z_:O M=);"H'_9;0V.E*50V#P*I"-3A%SA@9S[%O M.2;["'\*7!#EHF\3RED8U_1L?J5[ED?-1S5J?8JEWX8]\W4Z2-2 M.#@[0I,2*8#-%%4&:#1ZA?&$MG,]EH6IV+KNV>I*["P.5(MGT:Q+XH\Z0&?Z MQ.L>T&=P+_'-CIJ6OSUG`TOECJDL?!\'6:BL]9^$*WSNP`/A[V(6I%G$O[HV M?OH:Q)FL@RFPF,7968//PT&GY./K1_>8L8,[+ELF92Z;EJ"PK M>"*Z6R"/?R1E^(&]:H<8I47DQNJ MV1/9"T-W)0OPG/TV$6[""/A:*<<@-V$&M=HD&;<#5ALYY=_LJ?T?L>%E,F^! M=UW^Y=H7P13)`'-YET8/I311TQL,),EDQ5QV#+`R&[K+A&T/[I>>8`_/WDL$VSC\(!Y+L$&VK]"S ML4KPM>,.7B)Y(\H(5FC(S*I8^Z)*GB*/9\`1=[1/)&DB-JN^FXCTE_8S(IPB M3*2\AECHX/O>4,T\`LTS7R,$59=N7;FELX;^@AV$G_4NB/6H.?*`-&R M.Q#6Q+7_5*I3J;DX/SES.S0K5&KR**W(TNW3HS3AB//2>U5EDL1O20=TK6BC M.3EQ=GK4\'DA8QVY%??0CGJMHQZ.+ M,Z:"C*PBE7F=@/)EY,>*=WDE(8Z@>%K'"0&V('?1\8HK\>)L]3-$9IORK44,Z1U_?@9VES`1VRSW*%Q?SR2,)I#/[,U9# MG*T;V4!9JW:,B>MJZE9:GO/R1+_&\E^RUM4$F[&+C+&`>Q$C597V>,]X"*H> MHU]1(Q=,ARSHHD*@#4]!21M(977X`B?E?-)%2F#+Z%%IRPG,>KH.CXS#$/O;6YR2S#6+@1\6-\ZAH4Q>41:415E)3EKG;!HZ*IASM/C2QG.A'C%K<]^>( MJ$@NJ^*R#=/(0--I.UM&GH"2QZK&)/Y^QN?ZRW1F5)9$F0$QKW7_CC4I3GMH M$8^"?@!'8IK(&!O3+=`!U:M'HUH9TD$T$@KQCEN,[Z@D9BK\^!`G568- MPQ:[?CI?4:MP/!"-YI"LZIZ.NBV&BKNVZYLM(=%MLX:-^TX^CG=>>ZG0YL!X<>,ZN,X^VT1L`BP)X-&/]1W/(K`E'!@;J2WBB3.J(]:/5 MK8&/;9R&I2JT1Y$C@I^B9^)]5,6P)EKJ&27NPV:MKSQ)X$XYPWE$T?`L[;RJ M:NQ5JB935_<(A.Y5CK<<&MHF8MDF:;@NP2&NS-OEH''QI#.ODC)8XCY'GBO: M8FGUJT$T`[5A_7;[8GN<;Y=385CI7J>[VXI*C1_WJL'SP.RI]@,@_`,,+8=] M>G;%[BGY&X^#RP2`R_YI`."B:0H`K58)`&`XL"(W6E]XYBM82IS9SAGH:L.4/&>$X4?;`V$A,#PM;:"'-WV)^Y! MIK1]JEA1_<1/'6?AJ&_G*3A&T_'`V'D7]=I0(==Q;.LE)HD^[<3C5@QFI">9 MZOSCJ@GFWAQ#0O!+#/PLF`M9RQ)?+HE9@BV.9@E^OTB6%[P#)C=1<,JU?B(!BB MWC)J]'`FUF]GI[_B_\^=N4IE&(.*>W%&#M\..73FX(C@=,^[=35 M6>K1V$!#^EGEJ^C<%CD3%H;\U[L(T2)2JJJEIISV)"J7S*1=:2:9/=",4FSP M"0M3AX5N:_FT,L0Y&N&G4F=+BXZ!LP'5?#]B#8/I#K;#!TV;5O'[?+&N$D:-@3=4B;'*YG9CCK@=%`F"R: MUU"95#JI]'JI]`]C%!)QU^%#+>V,Z%%"1^4):BFVQJ5`S.$-0$/[B"R04$&H MHWQ1%\]-H<1G3`M,A(R\@;3J'9[%0E0Q MH^WTS4,W?FA\E*TN0P,(WG8J?#P;@=?$F>>>MI-`G;E*HB%A@1GC-$\E2:-P MM=2Q0I5*(;Y-N$KP>[VT*XJ-\;J].P<8ZPE&04<*.AJH(.911H\.,4[L&?LY MCB=\69!H1GH:[GINE'/;P_2<`AME.R*(CBDD=Y(RB*>8,EY"F856^,$DU&Y2 MMM5I?`X'9NJ:ZY-(S5+&PW^$[Y&15T5)0T;>0=%=U(N"<.SA`` M:BG&&[<3CHX$T[NI2U8`IFRM)[3N>/:(6+=<=M->KJKP(C%I=.T-QVH5L)5" M*\YP5#=)NMM'1A'<023?/7.Y=#+/7WPM]59")]0JL;,0NHI?"CS)N8['L`GV MM`;ODON/JL=^.,.7FWA3#S.!@6B-XK($IV#F"=_,B7XD*QL[2TJ4NBHDPM,L M9);TW\5L8JG,>G"I9Y[G)'YU?%:,]O0?V&8\:\V"6GN*8D,ZTY8Y]CB*`V"* MXKHW45NHWF3=X^+PV5`5&XTSR1UQ,KC.X':26$*4@:O3!:+TCAV)HL,3.MA@ M)4V-8]BDR0'(J=ELY86@1#`!KGJ<;`LK-I*VZT>+*L:9&7#'QS@+`<"#.0F8 MX5X4!I1S908!X*')-$5V=5<7=B^O:%/"50G-R10A4Z16ILAO"_E(>TC7PXYX M$:T+9[RP(+.'O#H$HXX!L!)L8^PJB@9Y(+`P&K3SJO71%YX?H&Y<>?U&_.:J MS#B3R;:0\[6%H`L:F`(^%/"A@$]1`9]?74EY9C6$`*G_@_/,0'-/N0]WT3.< MM'^]?`B;F189S&?Z2#QT5\]7%BH%HKSST?*I2]SE9/T[J<`D>I:J+CZ(Z\!6 M)FJIY(EG]-,:D=K!Z,1VTFDLR* MQ8RX=CX[HZ,&`G"V% M@_3(+*2!M]W&B@\6,^O=P`V*@UQU3(;G?YG-U/=6IID]WGR$F9P-:A><_#02 MU+42U%M2_385WJQ+_8N0'#=54G*S^&Q`G0H8R&2J>>+S;$255GUQF[;3^%1IA M.EZ_/ARK?7G<"S7OD&%H?(_&.(98K53SW0VMR=@H^`9SO=5R'$S4Q/*::)^- ML?T6?"WR2L0J*[.`=WK=-=#(FD5;D!6'S+(=1%_YM`2TJTL?AH%NF[[P,OGF M:A3KVWW`7JEK#3*0<(LG.CO6EU563ZTIBHL.JG8OBEMOYM>)*L=IG7TKT=M/KMBYN+V]9-Z^K^XOJ^'W4L[%W?-2]S M[UAH2#"HCZO]"#_\,OCEYL,O/[$O=S=W'_XUN/YX]W7KGNPJY2X*:%V^6Q.[ M.$D^;NR^G/2PWHAJ[-'[SF`#.L]?WW\NSJM8\R:9_G(C&]:-'8!4BPXOZ:J- MO1+C/G7+=0>%])F[(!_\*#[X>M37UBG?O]&<47J"QV]$/9>J?9A^F>C.@3&; MIW(^XO87-N,6)CHJW?MLHIT%6\5A=\:@IJR)+44T^4;;9*[W%'625U87CJ^0 M4;W?RH4CO?]INEYRQWBGE:N56H.P\[JCKTK/8Z@G5>PG.N(W2N3>>7-U0&`Y M]K]WWC/S:B^9\;2YS&@?;F-6\=R[SIS61UH/RF<]A MU9E\YB2A:3FQ>26?.0ZJ;\UH3L:/X#B2M(__PHQ()"%F^\:]B5(ZR:44ZZA' M>_3[M7WHOR+0%-,C[$)Y*A'TPPC@P#S7[BPR"# M/7LDV`,O=>?)"/1M_7EV['P4]^?9RZLK=_>CX@YQ<@]O/B23$_#:.FTC' MD"4ID09]]I+L>^G- MM971:L*:AFI"^#L5N9I)\3[^QTKA\'JS)=&0_07-N8?5H=[EQS<75]_M:?!$ M%[8.O:Y3]`/KN<#]K,FA%P3>=,D*S$Q+1@QD/^O?+WREIF*I;_8QUC"/'?VX M]Q-[!&`TJCE2J;N'#9J\;N?-=EI%"(THT9I]8VI6%XLEZ`ZD6XO-#'$R6+<$ MFG299?8/HTY_8_1E#UVUKP5/W$71,`=**2XV2JK. M5>ZTJ@3+X'5[-Y`RR4DGK%U)>I'T(NEU3.FUOY%6+UOL7[OV.0Z22/_B^:A. M6,2V3BKG19]$RJ1];[O9:1WB;K1?<#<.V84]_`OS@-V6:78@(&+V8EF8@<[`RIER);1JE_5"RVFFUC5N6A1"L+LY%;7`%M M=T+0[%X2-(^B8,D(K;\1VNKNXZ2>A!5*>#AA/+0[3<(#>64[$?9CU`XY&@N% M56TXE%SDXXO5QJ`[:S6-8>Q%JJ1095HHU MU'UQRQS,]E?3,MRHULQV%YN9N"(@ZU(!T+034F^4D2M67,2P>F#J%Q47/`VP MD9^WJ:S-"]3<#'Q_X4\W=>S:3\GMP9`=8$AL0^>(5X&UVNE.YC+D7J)M_5/H MNN;\[X.)60FFRSN47"(!6CK#ID0"LBSL6`T96!HQUVJ92Q4^F&!EX1V#IP"; M)PT5]F+EZ5M]O[[)DG!T\T+5JVB?[AU5:6>`+1VMB1B%CNYUHKH*49.`A3?/ MH4E`]Y5-`BZ;!=?0M_M40[^+A#=9QKLL%G0+53N6#;_CU(0[W8)GK9PX)/QD MJDK:X%YLIW_^A=3[=_:ER,R>V1K-5N^8L>326WVEJ"LLC4-00.E@63;>H+E_ MJ,BIGZRY4%V\'K"?'1^#\CA$3Y[<,4T.Y7\OT:@L+%,"$*[7^_VJ@U$=R>0" MO]HD^Y"R(V5W,$474UOS`%KE\'2V>_\K2MXAKW7;&%X1K,\AR,<^HO0!HXXP MI0^T+XY/S$HPG4&[I&IG;H;(N#ZP.EBHN?FH:FZ4:_XAF5F]79:6Y_CP-Y&9 M!^/,H]F':'I%XP3L:`3(B_.2TY;K44/UG:8LIU[&TY;QJ?"OMIH,D(QPQ,MWG#^>ODL\_5*-79$!/CJP?0'D\<;Q`);%UV5J MA!CCCX^^>.2!P%&7MIZF@-NIG@Y+3X>WQ%-;=IL#`YNP"S'U6Z>C8:+-7-C@ M93(G,W:>D1B/H<-]^)5XXDZ(Z\#I"KZ0PG]*YZ9)L74*J-H)/:(]',-*& M'OP)HKAD+OQ!2N[/SS.`BH;`RZC,#5D3^U_!79%7E[K^Q^\0O??22(SM+Z\& M[4;SY;G"O7 MF]H6L..3[7ON-!X7G`XMU;PX7IA_I&<)\Z'MX'R>Z(_9,1B*FMO'0)1'8#VH MX21(;(4`37P93G'.U7_TB`]N!<#OP3R>AO02RXTST]QC,;-"C:KG2U1Y_`.E M&4N1[=7]#R$=E4&-QQZ7='9,85?5YD7+?<"*Y)N5+JD;DH7VB-= M*)\H2R&T)+ZL#U^NCN8CQB3&+`%CKIG53)Q)G%D"SMPK/87.23>P91KFYP'[ M/^Z&W)^S$@PZ*WT^#&7]+I0!YM_SJ"P;C]=1O7()ZY5)S-1>S)CK4EWV?2'A!9K5T1" MLQ`+U3HUT\KUQ04-H2$T$!KBZXS5UQ`:"`V51X.QP&I=T$`'Q@=Y(K_!9>*= M-Q[3?*;"&[;4/09`L<8"-%=](&9N#LR)CV$BW!'N2+61:B.(E05BI-IHPF`! MSMPGU4.`C_X=RD!5[O]O+K"D9IS4C)-BD(2K%[6>N>Q/FD5(8".P;05;F\!& M8"LGV*H')F-MHD\#+'3X]F*UYDJ+P'S$-?6U?:2^MB9I:;!0E/K:'I<77R=2 MC6U"Z>P8$J\D7FL;>R0Y2W*6Y&PE.9WDK#E:]G.*19-X)?%*XK62G$[BU6"4 MH-D\/C4KP76OE:\[C;_9OQ/]*[K]J!)&.04BF7M@NSJ]PA:5NAU,V]`@8#IP13:Y8\[!A*&'-4IZOSAG8E4;; M>B0>B1UVV]+%AV2N61#U-%R`A@O0<($-P@?*5]!UIOH"Q3""CL>:R$(YZ9>;2GZ;T M^WY0!(]*B?,_\B(I4WLI8RQ-O_3[3E*&I`Q)F2/E#E';;Q(S)&9(S.1LS)`U MDVL`IUYQFJUC!7)IYEFY*E[J&%V`DJF9$JXO&FC*!N&"<)%CI)K00&BH/!K, M'?+5!0YT6+R?$T(3!8YFC]7>[Z\0[*JKL^H#,8,]\4Z[[3+ACG"W#^[,-3[XLY8Q/O$<4?G2[O-%\@%CG7KS$SC!2@4608U1[@B7!&N"%"4SBE<0KB5<2KR1>,[&!)LG7$AZ58U6Q%?$5\17Q%=5H17Q%?&5<5KM-+JI,&LP M0[*5(4+9C6DAT;,3@CIMPY2\#7UXF!KG-(<5,.'BP*?E`^YV@SUGYD'-DEXW M./YI9:4'N7(7#'[CP#V-W(YQ=V3HQ5H=LV\V]M9.RYIZ?O#('\7"C"Y<19CT M?1_'?=]QNM?$"X037=^`B^0,QW,]"6=^SG[+[)7K9;<+'YY]`,[RLETUP>O% MI[`9O.(87#(/?ON(.>BOF.Q5+)MG3&;=]O=X'CXU$(/PIW(H]3X1.RG/!5^X\?4,)7_.`V0'>`+A@J,:%J>_@O9Z!JX$]`KR9_H,7OQX. M@6-\"AYZ(-DH%,"$\.AH`6[@9J>-77HC&*/$3!!<5^ M([R]`N9[%.2:=SRUQ]%*SAQ/RK<-YHK`C#2P]=9QR]*;APRX\YU?F.*VZPJ1 MM3#2`CR*UA?\1\\0!.;4RS:R5,TG]BC+*,BM*734U,+U.!SMI*:ZYVR]/BN* M5^(72NV3C1EBAY!P40N#7$AG-995#R/T->*7M4DLAD8"V&U9J#4B(?#,->@? M7;CO*%%7&R"Y%DTO:+8MG< M,LS:3*!W86L>?=AHALHTF3JZI%1PB;YPU$Z#_A'^D\`]]@6H$C"2P`)`%:IV M/B-T4OYJ*%T'G!@QD8]*;MU-%>\LZCA/L9Z,K(K*6$8#X&*7.W-IRYBHFI;1 M>%@U_/5ETW!'0Q6,HY$B+IB1`!W\1;*%L;D!4N'HXGJUAOYH3LBN:S&H9-#X M`U[0$AAWC"<`6#,(WC_I'=0@?*?8AM@H]HBAP0XBTUJ7=/(@H%=9HF>?XX"ILK@_1)X9%0D?X9SQ M!#GR5Q>TU8BE3!CQ);$?L5\![/!TML"PO6NX%5J5>H5199U0:4HY] MV*/3`96&4&D(E8;4W]$CCJ32$&*_,K$?E8:<#-]5QW*DNA&J&ZEDK@:E]U!Z M3\E.94LDU$JGH$EZD?0BZ472BZ072:]3DEY4-_(:ZE'="`DW$FZE%6[=)IEF M)DPSJANANI&=;I)0O[!#.F$\OKPWK%;[*6Z0CDK:PSV&H= M@5=+Q9F_H]68$O$.S1QG^E`1;`E8DX47"BX07 M":]*LB()+Q)>E,!?)/TH@7\?Z=YOM]K&Q'M96"!O_4]JGG!!N"!7<9=Y[J.'-N202ULVV+-@ M4[T0E;)KZ;7]&0*3!G-,#,;\Y-3R](4E["?D#HEWT'G:,S['/&+&K@,RVY_%Q&]*`Y>GYJVT7G91YB\E/RZ M*)*[V:S5UQ@2[8O7*UATTTPN]54+^\QE\&X4JD:-,7-GK*;?!!N)0/A3>(<- M2`!_;"@*SPB?X7OO_-!M%,#%)VA68@!^Y`.<00PP7+HJ$1#(3E!QS#T7!XP9ID?F6<3\C.D9'DA+P M+S-"8I8N7;[/2Z:Z"1-8NV($L7H=FN M!"EOCT'BN\%KGY:`=G7IPS!@\!.Y^#*OMU#*X]M]`*&SWB`#"8RN>; M.=P26GBON\C;H\"V;'I*L0R(=JQO#4$R_H;+<>9I;?$JHTVT5(;51ZRVWLRO M$U4&T6=OO$(.X!CX&$Z!%HHRR"49WA@*_)7,^@A`79!'OHH!N"IHZ`A+077D MA<-`6T*^F'I`W^VH*P^B'A8,FT!S`%!ERGWD(=3(8`&,8,'4BSV)/< M$#"9LQE8#G!7VP-1_XBJNZ'(^Z@&^@RC63YPI_4W`-^*PUZMRG7U4"3]'C>K M#S=CY3`LD\R='-=DQ@@ZO+![O7]/E=XY57H7/?FR[I70K6957K3<"ZQ*K7>% MIA1E[)?[Q%#(!K?V]Y)*O36EHOZRW[US,6E%2IG+F]!0CK*_ZLB);&`;3\S8 M;6ALRE[9:$U,?2),_=.20WV+#G4UN9L8N*8FPI?%F`V>0L;!NZ\J_)&KR5"B MVB`JUJYD`0B5#!TS5[O:O(/75;CRL;X6)\DXDG$DXTC&5=SO(#%&8NPP4M'H MW&.4=Y>P)6T@LI78E>\;:'Y9EY_-6_:3A"0V$!D+#":"A3P,+35A6 M)7(6\Z3M@Q=PQY@!OW`FU0%3';.>'?&J0ZEJ>P7F',F7:'L"GN;Q:5D)GLL] MCO9J5J3#!)*N)%U)NE:1YTBZDG0EZ4K2=3]:MMH7QZ=F);C.H+=?M>YMFYY* ME7PF*OFZ!1>"]:M2L$:5BNNO*^:!5:D6JTXMP\D5\E5G:U:ZZ[QV*^B<:[LE M6;)ZDNIP*E7Y$5/7CJEK5.5'W%TZ0A^;NZD^D.H#JQSYHJ1SJITY5M24Z@.I ML(9D',FX,O,.R3B2<57@4Y)Q5#Q8ZA3W^LV&_==NHRD.B<+4KD"$YOT5H,'J M>HQ4.S3D8&43+@@7A(OZXH*.!\K7PL$H>>M1S;Z1)&7AE8K'2CR0?2;ZJ2+Y6NT6R[S1[*Z0/>469B;KL?]D-<`2W72PG#B9" M+F24L`E_PDGPPF4SAUMBA)4G.-U[>3"W.V+/0O_:QWG3(YR8CD/5<3:Y9&// M7W/S(9?ZCD(&]I0'0M4TC\,@]`6SN)PPE-QP]R=N.ZJ7`]YGQNRZH(< MLI8&P$?.A!783\*9G[.#4!=*_&9D2\L+7;PP$:-`JJAO1")VK=#W49).N?^' M"(`S9#B=X:*UP)8VO#,'P3V?:7:!^%Y2.$A33RDX)9'@7BB1;"S8!`HK'HHIQGQ40^?L MW@FM((QO&3\H2Z%G`"7N6.@$^(.1/1X+1%Z95N5:<4[*<&>/MJN M?DD>!E[\A78$U3+.>=E6Z"M$"-US7J*\RO%>=%B;+_=%6G4!B MS#HWVRD5,]Z`.SM'WW-]S*S4[:&(*6O*E%N"N%3&1`QGGN'^&7J!&*5D_>S; MEI#I9]ME`Q623+_Z647V,K_!8.$'#"PA19FR/B68GRJ&]\D5.YN?Q,K$RJ]@ MY:_P&'L,I`!")K3]%,`-V*>A%+X*+Z=_^>#.PI1/'YX]XE/BTX+YE/WJ>B^S M)AZ#Y.3#UR\'_W[=F5(>G%MTHEL58%\J@M569A+GD4(FYB+F*@U]"F8NXA_B MG]/AG_T-^MUJKUN5-_6KV:R]+-0K11_/TA13&!Q@6?:-Q^NH?T9-+('2$E1GMIN$?*I[5:Q[$IMMZ@_3?X$JZW,),XCA4S,10STJY*2V6U0O7G5+H/3<1F)F0<` MDCD+PA>4/RAN1-O>4-N5$YAH]K%B7^%[=X8'MN%!.>V#,V]?S@D3^* M3(K('OQ4WUKYSJ4I6)5E\_-6TJ2+ZPP'8UJ&X$!PJ#P8,G7CF?]\??_ M_LM__2WS2SL0'^TG,?K@!MQ]M.&WNMW3`!,`[/^HM("[;S/A2O&`=TIN!#1V MD9!?Q/C'-_>W[6:K^\_N[P^W;Y@]@B^X%;R[Z+5O;B\ZS=M6N]WL-_O7S6:G MJ9WL$O3&Y]EF1,:)HQ7SCP MA0[5V`F-&=<]M;#15C`1;`[<(IF`%QNQ%4[9\UTB7$2%Y&K%(V%YOGJO]\B1 M^G7CWIVI$(N:>*Z"]1!J-`I;R-J^HX>],G>+HS^\=MO(:[-G+H&A@)D4B+>H1F3?EQK9QQ@#A-O[L^;U%IPA5G7&KB4FT&LE@NK M[3P0@5B-6.UUK+;J3!:<8E/Y#)N%`$X4]#HF?DL?[*2*NX5DOF;NY"C+QN-U M='Y$A;TD9HY0V-LC,4-BAL0,B1GJ]E@.,6/FS/[@D_C%(WW/!]_0O0E]7[C6 M_,'GKN067BL'[DA]=-2MY&?PB>$'>YSGW[0'[>NK;ONJW[EO]3J#BTZ[J\_S MK[OWO=N;^ISGKW>R(]JRF+@K_'&X<%;I9P\3P<:AJW:+.\R*'L.\,?-"'S=( MQ3%X($;JI!HX=>$['-@5V$!EV$_UA1<&TAX)E6+P*S+8B'T-X"\2;SF8PCM9 MG-F2/0I7^-QQYNJ7>'7Z]'.&KQ7E*^!3G6@*K:UO`U=(D3Z:^_"XB,O@<;8; M>.S7\Z_G;(0'KS[\("CLA!VS*MX9V20!ZQ;?K`D`4S`?*:AS!9!<*L,#EOK( M;3>BD`?4@E^X(D`*\=D,D*:.ND=B+'Q?T<7RID`I_DW=RL?;C!UA:9K!ZP$B M)\!X(CY8`0:Y_(&)/T,[@"WY:>E9;.Q[4\PF4?R9,$Z00;]Z"#S6"4?Z&4`< M%\`DS]D'_3)<+5*GK7#+`H$=K.PG[!ZNF8.DQ^8@"S1)LEEF0$=O]-);+EZK M_RT3:NIT&>'#FX%2F&N<(4W?[D?D*5B94X#J_E0.)K#S^)ZN%]2%Y&O! ML%WGK^KM0]7M@M+^R?-&S[;CP"7+VO_6EA9L++SS/IKZ_J)UUVGW6]?]P<7- M[?U5O]]N1IKZZO:V=YN[ILY5#__TZ=/M;Q\^?F2#7V[9AU\>!K_\].'ZXQT; M?/UZ]_!UZPZ6PKI0UREEKS*V,#L0E#!G,IQ.N:_T?2P.@351HEKQ:&,^1;&, MOWB,>*;..81%Y^.922.D!+Q<$O`N7IF`U^T5G;Y5F3PS6B`MD#(,RQ>#I8R' M+1.5G]ULEB%:"A\%EV#\_`,[8AQUL!&QXAX/:?C0_T1?_[> M!G+:EK[3-7=`Z..I"49J_H^[(??G*7OJ$,D^J<&[(X MXCCB..(XXKC3X+B*!//R3!B+SVN/Z8>5A1;&LB:KE!S9ZE^96G99]A&OHS[F MQU/4)`,J)@,ZQFI[R[*-)`)(!)`(V&/1QAI)E&4720*0!"`)L$^5E+DRJ;+L MXVME`!T5;>DP85GA-(Q*8Z8S;OLJ'5]G[A\2N7JQA_`+IY;UZ3%\=F7,'G\U MT5+&JY#\?FN,?.7!9:1U)&"<$&XJ"$NR'RB,+.Y_E\;FZ13!S`*R927<,1QQ''$<94@7&F( M11QW"AQ'8>=#.H#5UUUJ-RDMA\('%#XPG^!,<"`X5!X.%$PC-!`:$F.IVR0\ M4'!Y5]I2QR`JF=Y*M2J43%<(R]75A*<#7&I'4KQ-2A`EB!)$":($T;I`E,Q? MZAA4^HY!^<9^J%MVL2*GU:+8%\6"J6/^*SR;" M&;$Q_$-R1^0!JAIEE)KKFW?B&:,5`F1UM5E]@)='M0554Q#$"&*I;B/51JJ- M<'<$F[)/P*,J)#.TNO=\`3=FXILUX>ZC^-__I2B)4=UV&D@J'VBJJZDJ!Q8* MM1,N"!>$"\(%X8*,JY*X*24*&N1)Q`^%-`"L3^R@3:$#BME51;/5!W=T'$7' M400Q@AA!C"!678B1]4@'3_D5L.\X(G2?X,'.I7T)601L@A9%.@-F"<>)&/#'-\TWZC.0UXH_1V^2 MY=D67HAZ:7VO6L[#1+#! MU\^#&P:,PQ^%2H;A[HB-?>Y:$UL"Y=3GN\'/=]]__8T-I,VSOY7B$?\K81%N MP.%51\SUV&,\BF*HZT1E5"BZ0KP]WSF22Y'`4K)F)"S/YX'MN>\1>'I9>Q2D M'D(U19&BU@)OO:H##GGK!O.%G`DFB5FB[8)@% M[]^I;TPR\O_^+X/_6^Z0RP)@8^DHDC(^^GG9#B;L'W,>!.R+>!2N-6<_BV^VY;$;.YB?;Z7>+I1)1'F6,)VV8;K<+@X8 M9P*>4QSOYHS#AEJ7FK@I;;7'(&/PJ\5M^^C)@'V&?9#PE?1\+>&^SKCZ+[`% MMU0.('ZR?*%V/^$(`U)+&[ZM2P8_6);$_;,D9LM-.XTS]I`A=!G MWC/*8EP26"4X#&CB!<*1LK+5!"-8 MB>W"WG*'S4(?4"T%F_DVMAYP',_2R%Y"\Q)#_.3C335+?.4N&[B!Y]J>$H>A M$R`\@&;#^[(!EMQYCFV,@$7II&55`0!OP7U M82]`>,^>!+"%3XJ*L:G8&D"?<"(,6%=["I1)"P# M]_^=$=Y#A@(G7H+XQN@Z"@7;3S]-&9_-?.\;[#68(//" MEKZ:>7B0Z`!-5M0;=U>SB`YYY51[H$4D"PY/5([JG5RHOAQ>^;A)'"DY45?I M$$EA%`QHN"^*W!=$9/)RZ^X[@[?P1K%ALBS,965T))I/8P]\UV>E@R2N.YR" M5ISCVE95)J^-,5K-J.E[>LW#`L=<14Y8@ MRR=*2V^NSXQ:35AD=*H(V^+PF13OXW_\L'P0N/X0*CWZ:*TM6]CA$$F]S(]O M>IWO]CR_BBYL'7I=X0\\]+IN55ZTW#M1D>KYTF7![-P8+X]BJ/T;YV4$%QX+ M"#]#B?YA!,3+LH&#H>>,]E:Y5(WW:@8\1C5>R1GP-_4%&-(#(`E_%"F!?Y5B M'#KL([@S^S3&(&8D:6A<&NZC^ M;OY]-BO!,Z\57_N[*/7R1.YW2*7(([A3N59*K9XQFZ`L>Y^WZB<-GS,&CFHB M&XN)$QQ.!@XU5@^7QEI0U04/%/W=0-B-N6AY(*D^LP5:79J,0U$9BG?F`:U6 MBZ!51@ZI&;1.46O1*1T%XW:DWW*&/@7AEL'4)B>+@@X4@PLVE=@1&@@-IZH< MC)V(U@4-%(#;0-CKI8X+Y,%LH]8E^2\4&J"H6S4Z9!/$"&*DNTAW4>QM3_I] M"N!O.W=A/78=8ST<+9K126&)V@?IS!VM$AQ.!@ZD7$BYY&*XD9M$;M+J=1=] MRO^A"$1=H?4"$:M`N-(0BSBN_,+\BJK7*>JU8\:998734!].RRD+YQ4",<]E;B@P4K]#(4B+^(7&](*Z;YE+Q25P?9#V5R%7) MDX(?LN-.7!'DPW8TI=HT^6K1%[#7,U8E05.J*?92M=A+W6U8XCA2GJ0\ M5^9.PDY>>6Z<59[]?6$OEB':D:=.#3*15B:^S80;]X.Q<9:NMV;P%(YIC8?L MRKI-V2UJ(<;&4#6*GIZU:M$?\MIJ0"R7T<0S>?@PK4U@R%RSH$Q/:G96FV9G ME>TZ6J"1!U9DYM9FD^@5,U(,N,$X5:_,(??\1\K\CM9+2L0[-&/2CVOMC`-L M3>+-_7F3YA^M,"O-?:-16\6QFK'>EL1JQ&K;66WGXR$ZW]TE@'.G`SC'Q&_I M(XFE&.U2FB!SQUBO\-)O_$&16CH-*VEL,?N.LJW(ZZ%"UR*/@OUZ:?7<\$/;A M08\N_`%;8JKY[FI)&"AHP!_E3%B!_22<>2.961-X*AF!`SP=X:]4C^%6<7I,U0)GFP]9C7+,1OL6;"9\,>>/Q4C!JP#ZW!#[C![.N,V?`GW M],63+9Z1D1X];_1L.XY:+/X8^7GA$&JX--?NG-UN/J7BOF"!D'AVAP=6F4<^ M3X0K0.PQ^!\W`"8&M-J^%4YE@..))3X8)&(`UT]XH/C>XKX_1Q#P*P(9"'2_"S;A^GQ0JV4KFS17&C?0KQ2W))UCIPI_:BIKX,!_OZ'JKY%D^ MC\RNV9IP_U'(%]^0)2^F3DH;F:/2[..U+,`J6[S9ZG/@UQ/;FJA-L%W+"4?Z M]'7YO8#XKB:PYZK4='76"OL0B.C/8[S>F[[B/'%G^;DA1;WBIY!3V!#;U2_) MP\"+O]#VG?JFE%7"%T6?5+:K4@Q+"SSJ`D_YK/GP+$JJ$J8JX=+S)M73494P ME6Y2E3"Q6OU9C:J$7\N5/T4!FV-B=B.I(Z96?G9I9^.5(L\K#TKE<+21.ZDJ MP3$'G2Y0(6#%"@$KP8HDO/9DMWZ[UJ7'&D*9679[[S5/FGW&J.A96QR!<&!X%!Y..1@C-4%%S7.[37= MB>9A(M+$RY4\OM7>*=VDI8K*`WRV@PG\`;,UO6<7VZ2X(P;4D?#/B1<(1S(I M'O&.*YF'FQ,/LXF&W%!/G+;9OC*KE/+&;.QSUYK84BSDH>I$R$U4&TSA(1;\ M<>6-CK84,]Q8"JEGPO<\M M6+;U9P@+5IUH+$\&9V(G'D8O`3>R,9#1X'/M=TMSU/W/6=ENW5UU[N];W?9-Y_*J?7LQN&IUVKTW?U^B;99, M+^36KE.,QVONI#ZN''5O/*5]I=$Q0'P"B'PQ4J)&/'$GQ*3Y1)TLI=T#TK@; M5P`,N;2ESBX?>4QZ;+2IR`3A*3B(4"7U0H67(7=TICY7&>*?K,!#%=)2]^-! MU)P+5C%EF%'.['&.I1!8)K&X%G@U4%P2!9^;OKWZVSG[@%LX9X_P8J[>DFD@=KC M+/'CUQ]'3\(;[_RTY3LOE(2HGS1P:Q`%,16&\QE7-!0;R*"K8_1F;MK)<_;; M!,@<4PN?EKZ5ND$8V`YLIV9WESNPDI%X$HXW@[N.0,PBRV$)3!B`M(67EA.& M#AJL?03660,>:_NC=\#4H.GX;.9S6W*PV@!(#80-?N7-?!M0U&!6Z/L*,5'W MN!'._F;P>T!BM!()>LV;`@_H]E)@>0@?EO$KMJ!22\R\4_HRZBF(\F'%X8J1X9TT ML#*KS&[T.?L$EE.\Z$++#//91EQ^M'-`L81'01'`QJ`CCGJ*-Q*FC^&@]MT( M_9%\5$SI1HI9)"HF@4_E_ERC.'Y$TGATAR=%=IG6/J`3/(MG'9U% MM9F8=)<_R(VDT_X16+GV"*VW:&BKH MAJILB,8<4AB^'$8K5#L:6Q!+KY_`!DGPA^L].V*D/>_5IS;4=U/N_X'UAF[D MA<-W\TA>B4929ZK*-X%L*[><>'(&BMM!+Q!6#SN.N\*^"L%^`2^P,!2M=CTX MR-E&>QQ]$;P[%N&Z2&1-6CX$R9`PT/9&MGMY>HONVJY.WNKGN-3U(QX4[NS[ M75Y>77::@[O;]G7GOM_OMBXZM]KWN^[U[OK](_E^!;297N\+IG1\IPC)/FPY M<AM\2RW5T()` MO?THE&&M(LE<:>LUSL/*4_.SPL_K:QYL$]P&38:=E/^B)0%2'Q`BA/KMU+7' ML=B&V_\&@$3X"*FN1#OU9_!C"3_@(&6CTT0EAM']4HS(P:-,AO:+LOV?0`*H$YKTG.VW M^)02Y$'L!,V3V0@K*EV*A<4J(V;CFVM58R.1+*&DK;))M$<(S\1%>4F$#4V% MD<"06]I.9:F?3>K_I(]19Y(VR&4Q6EQ6-!-"JXN7EL8S-U1;&BD1=*J2B$^L M'-.?:IN,,SF7@4`I8RF2:-G&G0;S;?G'.RVB4U7U>3V[H#2/7WJT\!9X!J=M M!OWYS/&D?-M0<4M[3>>9Z&>9!C3;-TJQH^;6.,(0\M9UT@']Z&J+"TUE8/_(KL[:Z'KG MP0*R)R"HU>%VJ/E-#1/([CHP970\"YK05>!,33;`D#<$;T>K$5@PWF;U'FA) M#6&CT(X8JCXX2':M=>&3/LK6D8T(<1)V0T4-49;#>^&3$U;5.(FGF2R=(F^] MDMG+\V(VLH_GF]LSD`RV-TJ$6TJ_F.JV3$FC<0B_U%?IM(#M?GW"L`U8OB'K M1.?DK?:4/N0V>UL/^RG\!6/A@W)TQ.C>=D&.`'&_"$O83TA:^8#_FQQ)[V`G M#*[N[@:=_GVWTV\-^I=W_8O[N_AP^?KB]E@!AKPZ`0[<](@@"D4Z'G?E0H\O M*2S@[1$;QP1&Y"F=J[(H?"U30_?EWV'`<%VG,3V.*50R-2C,S-[P0*3RKR9THBH7#JO7;RR\UKG MLIXSHHYX'2VP+"]:[@5N0N8"N*F7R]*A1FP3?$139+LE63U2[UX'>>Q]V,,^ MHNYUU+VN$)[\R0>/7`D&=JW/_]C9YR0O"BWN#U'6]]L]*%XR?BQOT15QY`I' M_NJ"MAJQE`DCOB3V(_8K@/V^1*[Y(';-B>^([PK@NT%T5O\E#@1E=7(^]N$) M=6+\^E(H]9@HKW:+%VH/M#.I.OG/Z:T$R^!UU-R,FIN5@!5)>I'T(NE%TJN: MK$C2:V=2G9D;G?`BL5*P'8E\QAG-6/"7A!L)-Q)N9)J5TS0[]7:SO[Z<7SAT+@D.!`>"0^QJFE,/!WF490$190P16LB6RJD[ M\[X-E)/ZITUO3*4A5!I2QNMH@65YT7(OL"KU"J7*.J/2D'+LP^8N]:_=DY(9 MUE0:4AG90*4AE"-=+HZDTA!BOR.R'Y6&G`S?5<=RI+H1JANI9*X&I?=0>D_) M3F5+)-1*IZ!)>I'T(NE%THND%TFO4Y)>5#?R&NI1W0@)-Q)NI15NW2:99B9, M,ZH;H;J1G7(=6Z;P5I:=S]NI(?5>8SA0W0C!@>"0J1LQIAZH;H304G.T4-W( M%B]DM[J1U;E!N\_^63,R",=H??)O;3GS)'<^C3]Z[J.:2*C'%.JYA/L,#[IM M7K>NV[=WE[WK9NOZ!C^UHN%!@^;-X+H^PX.LA;$TZH_93(_-1:F`N+T.3V(%V,?(7^L&6@M<82SRW`X,`XD]%?&5*IQVR*=M;PT^5K/FZPT(^F) MI1NFZ+(IGZMATT,],0MSW^!K-9YZGWW!09/I6.Z7-J41W3L[Q7KY]_$PSW@0 M\FAI#+8UX?ZCGK$83T,\9_<+/]&S/,,9SC)-7WXC-^%$=C7]&<@E<'*T+[CT MW,P$1."3^4S/(%64183.?)!$MH,L,^7^'_"MA7-2HWG5.$B4VZ"\]13Y!LYX MSTR=;C`K]'TUWCU9)A("+A`RGLDM]7!'G+9JZ_&KPL=9W"0#JR4#D^G?N"\S MARO^T%(']AYX`9E,AM8DNWCU.3NW?0QVG(<3#64,PQ%(-\>;*<$:3?>4P%5> M-,@3H,GUK>`.H=03Q"-4@]G('26*1:!8]IS=`(`?A8QGRT;OF`+\B_/1?N:M7!1P/_YQP'"O/D.$!!XY2#5:0C!)> MX>0$I?N.[3S$CEXTQ-48U@?^#:ZV'`\(N]>TSD[G[K+;N^FW;F\O^JU^I]>Y M:&J#^^J^U;RXS]W@-F1.K[?S/OQR\^GG._8P^/_=?=VZ,?N[!!F/<,%%:)IS M$=1UGX#'`_X-9>V3YNIHL"C`2XQ`&SH-!1R`IP*+$N.(5%B!&P_IA1L(J4<` MC^"SC&=+QS]#@(&869B)#!H7_[QPBU3-3'PAV!P4FV0:1D9D4L[S1!MFWM+8 MI%`CVB-^I=7@R&&OA!.Y931?5M(\TER:3K1?V72B5W@'`6I94)87+?<"*U*4 M7MZHO:EJ.#-!_/RKV?89ADE\1'RTA8^,I>T2'YTT'^U\S$A%M)NR`\^_GB^Y MD>`_'A.>&PE?%I*5(H>Y/&G*5_G78)1EY_$ZJA*K>R%%6;B-Y,Q"W*QW07*& MY`S)&9(SN2IPHJ#[!L)^V)BVE0^+=8#%1EZ(63>O M@5_I'1ISGNQ+Y*N%J]MKYV0A[$.PLO`.Q=Q*&G,C44:B;(?0@;'R?!)E),I( ME)$H.Y8HNR*CK-BN"X6]6'E+E[#<*"U;.AL*5XSMX*VNM5ZH*L+R4:Q5L]U0 M59#.A"Y^I(*CS;FMA]RHC`5'6"KM36>^K8I/=2FEKCX"5J#Z(ZH_HO*<4KUH MN1=(]4>4[T_U1\1'Q^`CJC\B/J+ZHS)X^#>Z:=%V[^%0ABN0A%5`:FF(55\1 M1QQ''$<<=RS"F4]([U==O][KSE/'M'?+0@ICYU!5.DUJ71CSF M3V^3#*B8#.@;.U$NRS:2""`10")@CT6?71JKGE_E\PIM_L[C:W(+V%7>H_B* M+6P/<65?K!@RZMU0H]Q!)69@A;T5,,2("5M:;->;,$K((682LC('8RE]I MD>5XJD%HW18E%P36KP!T6)0`6Q5:'(*[TL8*<*FQ7J5>+`MMVL[!.3J7G'(HRE?2$E>08 MR;&7@N%M/;8W0TL=X7+5Z\Y4FH6S$6X&V.&6]&U9TQY?"%'6I?8NSHRL`%>5\ISC%HX M9?EPTYKA[Y3&]BKRU2+/K75I+.G@<(*5A7=>*]$T[([3?B!4==S(MC8 MF`7P(QGP(`P\?\[&NL*,D- M;#?$QW@SN`'>7,+#9IX?B!'<35T]MET.#X?;XP/%%!8MMW=MV4;;393*7+,@ M=YLQ^2-RX^?L35W/GW)G<%.^HLV>[5$P@7_"FB)L`S0=/I/B??R/%;Y)7RH;;$D@?;4V!V*' M<(UZEQ_?]#K?O2@L%D56=&&K>^B%15]'+_J*^!V=&ZQ`SE37<#.)319(..%G MEMD_C#IXF?KTK(7DT'-&^C[MIKFY3<1')\U'QCJ>$A^=-!_MG'I)AU5;BIRU M(_#K^=?S3=Y`*0-.$3\KL]W4*6L.HS9ZYR5MR)0'_\2'@@/E%2WDI9: MD?7,]8Q)1GV`&'='.BJ)MIA.1)",!X%O#T-]-!]X;!S].,U"(%=K:X+EN;E2 MN[JG'5$4@Z(8^ZE`R MA3$+L^*8.Z>VX$:5&NFN&L.E>6ZL3UQ9&)_BA82'P]5'BP*&%#`T0\&;"0?3 M#(N.GK@3ZD(GCE50W+7,66LU=9U:E'I!08MR*[IZ(B^3>Y([H2V*4Q#R"'E'26,R-_KAM)%'$<+EZ^[^#.U@ MSH9<"FS4-)T)5ZKC:?+H'C$EBAPZBG!0A",MS6H1'@@/A(?HNK:YS*2ZX($" M?AL(^RF`OQFSXX\VO/S(T;^ M15XF+4&/H$?0VS:WTF`J"B%OHXU*@RQ?&&2)\\;6S9^T)0-)(7P63+@>,ZF: M1*8C+=6OO#%;6?M!BJBWNKF'W(?-?'O*??@9&X6JMFH\SGSA<-QGB=.`UWN@M10#3IA"\PLH9_/"L:>C^_(DUHM7(L%THK; M[KJ2K7,&O"=%?+UDW!=LQD&Z<0?VSAN/X5=L.,],1T5>4_--=4]YYKF:(P&* M+E!+W[+"&XV(`S$.(!QEN%B-@>7)#4SA[:^MCMD5GH'KZX0HRPR]X*79]P/" MV3@J3!' M]G3&7Q:AP-+EW/Q#U4PC#\8NN^1LF7V_6&R^788@$#APU+1Q->\NX["R0+IA\HPMHNB.RH48X6K@M4*&<`J:KV1S?UY5FQ@#E5BGYKD* MK.@]P3=(SC4["D@^!?QS+YX4[YR M/OQLCX()_!/6&1TY6D`Q/I/B??R/%1RE+Y5-%DM.$_L+IXSIH=V+Z6;J77Y\ M<]GY[L5SRL63U.C"UJ'7'7QA5:XKYH'[I1%2QL0*K3LY9U0\\9):+?7-><'6E#?':2?+9S8LY!0JQ$M0MY MINW4Q]BNX5U*"L62-DJ8+@TQ*JO\"..,RT-:U<<,ITYWERD44M3`"XP M^]4X4?YJF@A5R/AM]:GQ2`$\7C-=1#*@5C+@@F1`@4Y4Y:V'^^C,`R/H^LQZ MXZ&+3C%A%O?]^=CSG[D_VL?62-;8+M+FW-VKOLF;-.!-G@ZR M>ODW.*\+LLAK7G?=+YZ[*;HB59RK+!Y">51^]4#@TM:O5/?M(!.7R/6.2$W5"XLT]3TQ,T MX%I=<]W]ZV[!D6]$OM$^03XZ5"+?Z#54_>C-N1/,L2SZT>=3L@CANC;E(Y&# M1`Y2`@>:E4D.TE[1MK0[A,[/.R#-_P1M.3+ER$DJD9ZJ#[`,%DG7'5GD)*V[ M[E?7%W#K_RPDW45YYF0BPG4]LA#)82*'*;K.6"907=!`_M(6XNX[/_H$#;B> M,?U2>P..7"-RC?915<:2'VJ/+'*-UEWWK]4.IKD@+H?N9$<%WEG+G$[;D3:5 MG'1G;CPZ];B]R:15Z[O2ZY@S_0^E5%L[)W>5^+4.=L$E">E/VI'XYT@N:/7#MA]<"3ZHH_)8L(#MJ!V8 M2Z\YS=E<=;"I-!3[[5;;G"5?=@[(W4=G:<5DL5(;NNQ]5R-@&>N!?N)`X]YIH(6\M:UA1#'C]HB);S/AYM07H$:68LM$%BL$I6X1&$7JYY M7B(HK!E(!SARY(4XU-F8KU8_0;>%2E40:*U>3L[L&KJ4A1/PNN*:>!B"T>D: M8B2'3D$.=7+JJE9C.91GCD75#:4OPO(>W2C]CP43P8;]:ECSS>RL@V56)<.K M31-("F#QFFDG$@%U$@'F\FO+LHWD61W+G`!:[V]1G&!N;>LJ_TXU9>&8W..M MY0%>Z33U24++6*U6[:%%#O-+&B[3N?=57G.-:R.I[Q->1X7$1]!:U0.+L>/V MTP`+>6*OTE,YNV-%9J(>%[:4]E<2[4C9ST4X@Z<#[,O"BKE.'-AYN)HU*>_* MAP,-Y.0A_>G;6;K2ZS M7">6.V0IF#9$JKS^!'CNVY1N['9KX]Y3[\#-8@<,F8DFU/ M9]P*\*6C3X[`+JT\@,?&WP9`)!OQ-(MG;_CB,734;V1#$2NAG.KNFIFO"+3[ M0[S[P\9A'=]BQ*8()CP@'%?,->#KW0T#^DH1J$5*-)PQX/+G^U@PL(`>.4_"07'G@^\ M[RHR`8O`*VFFDH%Z.GR+1(6?P_6.!S2QN._/X:IG[H_D>451-I#&@'`K+#$= M"C\U6#JMA@*@D=LWV+-@$_XD8#L#X4^!CB.]X>#RVC+P[6&(3.4"@X$$=(&F MYM;VUTZO8Q;E\&868!1@E'">#(?2'MF`?115P,6XZ6/;!9@XB&7=G%F7:42\ MJ$`7!G"94"+@5_SQB'U%G@5D/4P$2+J$&I87.B.`C.5-!3[MWP)$"N"*IP`$ M/D?@C^%Q4SL(%&0!XT_P`'<$@'8\[FJ!P=FOYU_/&1^/`4;PN`;S?+P0=@D4 M]T@):MN%G8)WC@M+DA_+']1G^%OH*$2I>X%LQC=;G@(;OS;0;`SBHX%W>YYX M@&9\HLMFW(B9E`,::7D'U'_JQ%A&7[5C@%0>%:N'.!EL;V5,226??7UJ)&/.&H MB1\2+EX0X3.0GFY@PUL@&R?=:Y@ME4B;^?".(!UQ:1GE`&\$^N";IE9TI\E\ MAH)7F6$@JAPK4@3G[#>\`![BZAN`LL#=75"J`D4W2MX_0QN^:L2+7T1:%F7K M>1AH$RY.VT@Y8%%8OY;52?P6)G[-"-3VI5EY>H:`0=[GW]XJA@R#T->UATV5;J2%DHYX6=8GDF/A>^#B!OW2ZY^P?WC/(-;]AB%A7QFFE MU[MNCX&Q)[8U49(H-;TC_FAHEGN!/J!6M]BA6AYIRFGMDMMF7D'>A]2&RKC:B.8*'TW#/Z$8X-'`PN M"=YJ"KNO/"+@!%!3KE)12E_!3R.,@&93>ECY):C>1<1D69%3V>W7O?1"UT^+ M@Q=$*:^,XC(GP^&55@>!'/1*SV`5&P)2U[!>,:?Q#'M,#?069N"QV$\`RP:R MGQ;';;11QVNWT+`L<60P8H4WT+!R@ MRQ3N-9$9[W7L>U--N]1*R#CX>%LTQL)`^V>.#;ZU=FDJZ[@HAG`MYZ`;;J:T52JP+&*H`6WT[]M#Z6-.#(D.*RL/F.4[TFQ_?--^HSQ)`$G]>0[`' ME*\<`S[;HV#R_JIW?MGLM-J][^+S#@M6R&=2O(__L;*5Z:METT&2,Y#^VKR@ M'1)*U!O]^.;BZKL73U<6SWFB"UN'7MK3LY:!0\\9)49M?J-+B->(UQ9Y;>=)BON)-J!)F=*9 M\Y[6N=:$RM0RI%98U,K+%,(/R@S:M"^52/22\3TLN`X58SBTV?I9R-A,X\E&^3),0U?1+8#.[C M:&+O.T$,@=JC`9CMG9=T$`!@Q?&XJVJG!EH&K\P MA5.C2NC\NV:=1J$S>;H%J+8:X8ZFK!^EP\`I.&E?11#HFBKRMA36J%6=455& M&JO.8#$6.SP-L)"OMH&"'S']"Q/AHG3!I6Q!,@^W3YPEZY#M@TYL;M2IIZ0Y3;N(N.@>6?79,<7T#7Y-G5YI4NF[S^/0J"^O@=90,7,)D M8))D),F*+&DX>4E&C4]WCGFH[B<-55"/#6SBW"W5["Z;LY5VWDP[%^EF4%*W MZ$NN-->XQW"?C*B-77S>D6V@X+*T]R9VC0-K-EEP0W7]L[D#*]9M`;$!8"[] M70UW*HH6#*_*+$&77$K MT*17RB(!DF:H*PWL<*FVE&'4N"M+FI@(2)-.ED!7547)!R46P%90[=94GV)L MI(K?A6Z@1:!C6W/5CC$)`FA1HMIE1E166!(N=U1/T`S-MG9@X:J5*"A0O2>9 M7J<@EX4KQ3G3V<1@J$CYTE,-=KEJFP6IJ3Z%'I>&'ZSRO1[,[2W MYIJ]F>P_MQI@/HQ$V19@YZRR30H7S(&-LB\1=[M(N*C;:9<]JU_'_>6-F1MF M6YO"WCU,L$^6IH(MU?)\6\)JE5EI_/T-2[PU/=1`6<4&?+*E&2]!9-NI9?P% M;1V@63U*NID;7[UAHRBCE]?9/]F1!%,>`"TJW%`T/ZQV%%;+N,%5M4(_A;ZR MHI5:;NHQ'O"O5L*=F;W07JD>6)".W`CAS7SET8AO/.YRK]OLQ_=8G^*HNO?^ M8P[ M9'4L.%:M5F7QA5Z@+R*Z*R\2`R)/X(5ZH8P$Y[),X6$P\7PU-N!<-]+?M+&/ M($A]%6S)C(W([*PB.8_]=N7/^D*)[#$V$M4;P<>!&@2C(CG)9`05TT@;B"O/ M4+]*,O*&N_.$:]*I,)H3-KS/\MKEXANFZ]'=24'(Z#A+](ZJ121V?5;#:'1< MQDO?+9FRL/16FL&W,+:Z9MT$"N;K945:,")>`%R^AG8J##*;.=$DB%UC0_&_ M__9]*-\]S?NYO^H-6]O+AMWPPN+JZ[O5:[ MW>Q<7K5O+ZX[W:O[WIN_+P$KR_$O=-1<%P+?$9V3&5)[-1L>",5*ULDRIJ[1PV0M?V<#4&RYXEP&_A,D8R#"80U<=6, ME2EN6/(NH9MM_AO?H;&UO[R'7>5E*/$R_03LI/QD`_>#.(/[("D79'8TWT<& M]E1))135R>O].QP]:FI-^2B*):4*FC]QVU$[;KM*W"7#8:)'!LOW5@,/_A#9 M86Q)RWW-&%*W^%VW<,SSZR)COF3=C?.B%P0*'-Y@$ M*?D+&`E;#H?W!%AT\A8=R2E!,<(UJG=XCT=+&H.&8A4'R^LE,;PDJW'"D.?/ M]Y?5@U:SV;_J=@=W][W>-?R_7BN6U=V+3O?VR++:H,VT259KTMGF177FUMI4 MSOKIZ80*&:)>C^"&XY=F2B2IONIJ%$G6R$(1&DYG^*118L[[\N)/=/N^!-W#`[, MNS`;L3]GM^E)FN2.LJZ1?=>L9AA*D"LR.3$`"^1K6,D`(3[G_!XZ[2S2Z M"A>A>8,$D&I`CS+?7#534XV80X6NOT>F5T]QP!@"-R:)J<2GK6H4)XH06^+0 M.6T@9"(P('7!%H%WC:;.B7-V';\)R'<0)"B:_D>J.TF)'QI(4/3;;%^)+3`5 M_,?X)"@Q%C)1KZTTTM&=MJ9G-.M/A6;U(?$2,P08!XVW'DV)9:FG9I$F@E:= M+\;"-A6T]I*83AU%1=4-FW56E'09V[X,WAE!E.V^_J3D"*\-5N#;%!POG5VL M,Z'66T<+)M1'E9OP:?P16$F(-<[Q#K94MW=_V03+J7UUT;OM7?0NK^];VI;J M]R_[K?O<;:E<+:6/=X.O=U^-Q,HNQ[PQ]&0MJ^ M]O!3J8=9-Z:CTGGM&\;2EDF?Q">F_-_H!L]C.V#1>`6'W$E#&>GT4_PU:C\@ M+6R2]HZUWYTH665@8R]\U!D18=.WF/E>=*"DAJSBT]0(.37Q#VZ`4VAA*:@Q ME6G`HRA((PY]:$Y,'KZ8Z",31M`N@LKX4$PZ\]S,6^A[1B=>R015->1\%%L] M>HK-4("FJLJ&#Q+7W]$)+O%!X!BL#X;#=W1\"O?;BDX%8!,$'T6V79PA]*CC M!_I",`;8_=[$KP$Y']*`V]1V[6DX728`'JOBD'<.LB5B:1?>:"%HKT-_(#=4 M!!I)LVTHTZZ4V$&A+>3?EWRH4ZO9I'%.%1C+5.X%5F2(&N]$1^6/IN>AE*:ZL7.5.SG*LO%X'95AE[`,F\1,_<4,29G<#)O: MV2\7AUC6M6LHW-F'#%N77I:MS5L!DYZM,QP(#>0![ZI!+O.`3'VZ]7;RGW-9 M%F8@IZ\"RJ@^R#+7_;/NP"(_I[7/"+D:&W;&6L>796O)SRF/:JD<'&C$,?DY M.VN0?0YO3M`:H\,M\G/*I(SJ@RSR<\C/V3D#.4HJ&IS7M$@E.Y&\=I,E4V]OU933Y,!E-I#!-OEHD4UWTC:6&T$@* M)_6._&WRMS<3]K.6X'&/L_'K7>_=RW`+I'`5Q%EIB%4U M/4`>$GE(KPQ@YZ103]Q#JN3XT<(:UNOA&U_$HW"M.?O)QPY0-W-TJ8PW18YF M0F+?*2.W#IZ%\[0ZZ_Z06[$I?#F)IX<8N67N@\^><1Z2\"W=\!=[.\_BT16S MT+.&(()TO[^S MN$>\F46U5B?;'W*;M\;'S!0F'6Z2OGN?=%N^K]B6+T?!D!WB4PT8&KE-O>17?;*GBNE,NL1_E8D->['>>Z6".'[.;(6$\_MK"GO[$Z![I>J& MT+HA+)#@G87=FIVE1LKQ"TI#DW%+,RK#P,CFG45@/UV%46F3#O1K-X&IONYM M`K[0\W7G*4&K17X'K0=M\C'.L`"^'-G2"J6:(N\E,'B',)BS9XQ"W+<1WI MI-OHFZ1?M7;\U#FGFL7N,0YJYSEBAT@)\DCHH2@/_-`*U$P89<$/0]O!W8:+ MN#^<1Y,24>T:&P?3NM1VO"$2@NS0B"_^,N,,2X4VZJ2MX65ZTW`NL2-OSTITO M&F\L;2:M)/^NT6N-+LWDC,G+B8H;XG)&9(S)"8R;DJTEQ]=]DW_K5BYM2+ M'F^\9$#P_E[3Z5:I=>U32Q\*HI7`?"!)1I+L=>2ZS"E(0)*,)!E),I)D!7:, MS:D+]BE*,FHBLKEDZT;7I<8U(;X(N.TP+*006)YI8[WHLRM&;.(%PF&.9T5E M);K@4A<613 M.=B'VU,:NB4U="Z@;7QN9DQ\5MH M^D'T-'4*5MIO^_;?O0_GND?/9^X_J MT/[3&`-9?_S]O__R7W^+?_TS]_\0ZDE?A17"LFPA M/P-IK;EJ/0G7?!'C']_#=3?>F.;BYNNAU[SN= MB]N;RZOV;0?_Y^*ZYS:+INFSY7)Q7ZSCSM(EJP=W7Y<3S@W=&R*!: MWV87C_DBNKL[!^[6U,"\DH6^Z$/N8*=P)B="1-<@;2P'KK''-OR"2R9L=9O` MY^IXV\"PE5WIPY^XK;J8OYI&NSYQ[/EF]D-R8+FS-X/[KV_>IA-=MJ13YK0@ M,QV>WYZSGSTU!$W%EP(7#12`"-?/T%^S,$ MXT_G5CVC`\62O3]G']?=`'EUTQWPK5PO2.^!N5;16,80?R_&PM>=IV/`-'1R M%>R_4+VIP\!V@`;PF'@B$3X%^7_JC8033V_PQ9^A[*1^PI`46=LH?I9/WD.QT<%\X9J7]U@OBW_8&-?B&0.,%-=Q#'- M=_%:_7N0^C9(\1&;V\(9*;JH-`QX7["?]:H-CQ1:S1TXC*FVZOI2:#-U'>J5 M]8H$A2DP)^;L/7'?]D)@A/E,J/$*TS`(P9T9@WTF&QF>DQ-@3_@F`*T.'#SS MI!U(W1\H31S;WQ2'JM$T3&<)&',T.DX&>9 M#VH2B1+BF1]S'*6E;IAVJA^)(2!A"EKI$?[\#BU,H5E**9'XBZP`@+]-0U>U M?G?4IYGO/:%JA8]##]9^SKX`3.W_1#<*73_^B!-6]!UP\`A2S4VTS(J,&3N: MZ0%6B.&BY&0&\K#MKQQ42`6'H2>L"2]Z+=ET'H.DB2M;?WCL9F4334J2[HS@RX M4ARE-1_^.[/V4"KY#38*>!`60]LDP'^I-R7Y<"`WH?Z52'P<:&%/9V!G*RT> MS95QYN?LP0/]C38A6$O,'J/IFOFA+8OEP<+(#I:W:\J'GJ(=Y,^5!Z!LNVBL M%AN%T1P;%(U2/.$]YC'S*S&K[#CX14/C(?"%^Q@DU1RJ7L11`]!4-0)L$W?T M3Y7G#O[)E`>XX?!P"\Q$6UG]^'OER*O(1H#[B*/GA..A4=MS&()#"2F2E*F<0,>-Z2X1O9$"EH2D%Z&,>Q(.,U,0[E::^ M.+I'Q/N*[!+[C[9,W>=Z6K81-=>01(WE4>IJS*W`\S<191_MIQ/&I)#B1U.&_IWU\U.[^;ZZN9F M,+BXO;EK7_7U:<,`_MF^K\]I@S;U@OK,LC0P#7?7M1@;U]R(1Y:NC9%-,"J) M5FLZ[/0G#[[Z#"8MNK3L'HPC@Q'*G9=O)HBIMBP.^([B(!]J*%!/VF:<@;,M MC[!"0Z.OP8&TN._;*Q%^7/GR_,%MQTO/XH6BY=W?[FK/!A54`GU8"73_E270 M%U?U+(&F`7?EJ/$N7>\;*M[>7+R]A_%$76B)`0MDP)VS^REW=],HM,VV_W"^ MU?0_)O9+7XQ!?0BRUW4ZQHH)2K_S>!TU,"QA`T.2,_67,^::-Y1^YU\K9TZ] MW&^+X1-X*OMO6U3P$,/^],9+=,W!\43F2Y"C3'C:8D;G-/*@OG@BOW_72J^' MS4>!9(&3!;XC-2X,SC(H^\Z3IT^>/LF9(\F9GK$^N*7?^6)MH!*V_7X]";%3 M``-S!D<7,SS!0$<>:_VV9SZE?,ADEFU6D!^K./;B4YI69 M)E\]W(BV.3?BY`>643PCIW@&B3(292_W]KDRUC><1)F!)H5;:P$7J@8_^8_< MM?^CL@MNDC(<^#!P1Y]](86K^V-]&M_;+E<=>KXF=9%KNA_N4&AXV[J^[[0& MS;N+0;?;ZC=OKF_:NM"P?]>YO+O.O=`P5X/STY>?!K]\^/\&#Q\^_;)UQW*@WTPW:@$?XH]#_'OO`P!,;6XTTF`,W M>#[%#"3;3D.?LM^09#;RP$87J1/RT]$DB?H[` MWG7QLI*E8#V[B@B.@8H>/AI^,D.QF+8)4]T3QVP<.DY\H1XL*AM83@TT7OD: M8`OWS$8&T]MF.X%A,S'56$R]L(7;$+7CBBKL/7^J:I_AAKHC"_S9PT(^*\I& M2FY[S@;JERLL9SUOJ'8' MBM>+*QUM=1K=B]6I1`\:8)K+PP4M!7L*K#":P;XIZ1]7]1&GA=T/X,[YRI"^,,IP6"(U^?S4+\W!F M.F>?MFQ!)`V*;)S6,R3!+6QSX^NV7>C9I,).L=\SR@0G:Z7$75Y5`Y6XD8!N M&R7%@EXV8H,6T(X#>\`E&)2ZZ8%,FUW)K!$936!O9(S&!1OS'S>;_O0L-OTE ME`M_P8;5Z1\!^=D_3@5WV29+]F7KN"HM;%_:DRR%/L--_O.':LN$]TWLY913 MEPD(3D+K;6KBQ:UP<`2>S&/]+] M-.0,KH^ZR_*1-T.R@_1S1KY0V)`A**',?7]@9^TU+Q#X(>(J;CXR%*X8VTG/ M0J`UMDX..6PZWLNWAYI"EL/AZ8MK4EV0\'9"]94".GACW:[EK+/FR6AA:TD& M.%?(_][SE4/MHSGN&U9!K!NXL$/(H7/9O>\U>U?7O9ONY56S*B)D/2]U@-G4C M33K#Z'B$#$",!!,OVY`]OFKL>].HL\QTY@@P"F9\_LX;CU53ZX5N[MB+/9BG M;=,1#KX(0C]J::M\7^S)'?7:7GB8>@8VUHWULFH>!_"5F>KE+P*;9L\5!WWR M'6&VKX\VVXW<)6I+Y&FS0F4L+70.1L)%JO=_L-N>BI\J2IQ%/?CT3C(!1/?F M(NERB%I1W;:AE&+HJ*C&6,3F=11N@,]OS]D#:A=U8#L4CO<<1TU@-U1;.)`D MCLWC'*IXC\$BB[K);>*>1B+1YX+[*&Q-6.LE:0'6J%[_KZ*[EIEI:Z6":[,X ML+G:C.I@";N#4CG9?E*M]BL;2O4*[^]$#:7*\J+E7N`FQDWND,=HSW7I"Q5+ M64A?MU7N9,K\^Q/=>QFK`NR;](,R=-*/RN))/ZXU27;=@DU\6[)&4KL/-3SV M+E)#LSHW-*L4'QJ;6DY\2'SX"C[<>2AN;MGP_0JGPZOK/@,I=Q$,IZSFEK),4JK\4 MRK\"GX00"2$20B2$7F*:?KO5-L8UI><`O.Z8G3\K[Y)]R1R;JS/Q0Z()>9P* M'+=#P&K6^"OE[FFK;=+.-09+#GJG+`!XK7HA7)PP+L[,=6`_#2U"@?--)'SP MN2MU2624$*ECY?U]-/3N#9],.MG'A:"Y/@`4EZ&X3-Z-UNJ#N]9J)1H!CX!' MP,O=YB3<'>_Y`FX<=0JVY@QK5_::?U!CS\YX3EJ]P41AD%,&B[&S M<0(+@:7N8"'-0B%#0V7L406YKCTFMVEK9R":E4H!B1+IK1HARU@F!2&+D$7( M2J\KH/"A+L@Z^6#>3TFQE6/SH:U:"?,ISO[2';,.*KVJKQ=F3&>59?_S5DVD M@6J,!F/Q.T(#H:'R:*!L5PK&[4W9FZWM(;7QU:%G($:,`!04H-IP+ M$1H(#80&X_D'=8$#1>DVILQ-9]SV560.QZX*9P3K>#?E`=I?\TS@CKP>ZD-$ M@87**2^"&$&,($80VZT2P]C\`ZJDI=`>1O8D=P0:EMP/GCW_#Y9K#Y?*X8W" M>13`H`#&FG#>%<&!X$!P(#5!@;U#*7LSX?`G/6$4_NS;PU!5/01>-!/Y'V"( M.9+=(RET000Y1Q1_H/A#Y?19?2!VUJ86>M1"CX!'NJT"NNWD8WRW8@C7B"!P M1#I*(ZZJ;5*$CUPW"FE02&.#I=>A#GEI"2XW10EJ$`H#[#Y[VO2=;VIXN ML9A@M(\Y'G=C$^V2:F_))Z)X7_745WT@1J-J*-Q'N*,\O\KB[N1C@)^PN*>&1RK\&KR[F6-5).9*?A4@%%# M(I=$;GE%;ADD;MG9DL[-2(16A5=)A!8N0DF"%AXH^%Y5O:W]_9I__^W[4+Y[ MY'SV7GG0'Y0#/7!'ZM/=MYEPI;BUI04>=>B+!R#!M>-9?_S]O__R7W];N/)C M-&7(%G+-[U41'GSX(L8_OKF_;3=;W7]V?W^X?#=H-WK7EQU.JWK M]NUEY[;5[`RN.Y=7[=N+Z\N+V^N[-W]?VH\L;1_LJ9#L%_',OGA3OEDL9RYW M;%>\FVB&;;6;W^4[C[\C/[^&%P_>'CAX*H!FA3[WP2%B>KRHPWR/?ZZ71AZ]#K.D4_L)X+W._P M@$[:5I#3V?&DS46DI@S!&)V2UZ=Q MT12!/G($FN1,[>5,Z\K8_)'2[[S!..U!&?.UL70L;XJQ9=UY;>:HNDPI!-/M M,]K4/D-I\*ZQ<7)E88"\%37IXSKCH6,L4E$7/)!/O8&PNLOG3YXS8I^YE#// M#]@]+#JC9O+1,O6IDVSW\R^4+`N[D`-9`855(VA=D,]$/M-N]/LIY#YW`]!: MV32&C+?4(V])Q2%:QMKGEF7KR5LJC_*I'AXZ5)1/WM*><;FH@C+@WQ9U3#X3 MZ.MCT%WDW\NI++Q"KE(%M%5]D'5)00CRE/;)4>>6Y8>%J[+*X M4GGT3^7@<$7!`W*6=G:6;!<4S%"X\*^@J/2%^IAT+6,#3FMOTI&S1,[2/LCJ M$[+(6=H[Y"?1REXY"?M$8[+Q5Y;:`:SVM6E M1O:M^[HTYLP"A/I?4 MYS+7M5"?RQGUNW$-]+HVEG%"?RY+$)NK0 M?X[Z7)H+>99($)5.XY&<.6TY0WTN#XIXGN2!+O6YW$N#4Y]+\D`IQ3;%`_6Y M))]Z1\)2G\M7DY#Z7)(#62J%52-H49]+\IEVI!_UN=PQ#D%]+LE;(F\ICT*, MNN"!O"7JIJJ_H@B_IT(_VHS^4^&HOZ7)*W1-Y2?!WU MN21G:7=GB?I)'"7JN1*%>%*$30)FN2+[4D_ZG.Y*Z6H_=Q:641]+LF- MI3Z7)&CR%S34Y_)X?2YWZ%NYT.SRLW"E[;D#=Z0N_^S)P!>![8LIW.(SQG?A MCC/]HVM]F"D_@^5IS7=H?]F[O;KOMSN7[?[%9;\_N.E>=[JZ_67_KM6][!;: M_K*%*,FK_Z7ZN*8?DCX%OH&_^O8P5$'SSVN#YH>+ZWZ[U?[A-X$-@)[LD6#I M]L6GSY(%'K,`7]QVV9\A(&!LPUN)Z##?XHL)'2*FD4C\<[I[LN!?8LU(_A4W"W`OD#W$>&0QEP M-["!$EA&BONL6U?*Y7MP7^!QBA..U+F*>E.]0%^34+*Q[TT9L#R\UBC3URE# M"PM@NOEW"`,9W_NUG+9K\T_LV(D>J2(-$"-0E%<-JG26G1&69URJ56D")"2& MQ3_Z?*JI"TSR*)QYEAU25@N_((G9C$#Z@Z@0P'6FKI(O_0BE^++*X;>JBC* M+>/T&>%-]F0P%R'W#UL&GH]&@C-OL.=$Y(T6)<=H;0,1M0&1#$S9(9CX7O@X M81*PYP-X1_88+D:1$8F9#R[VKVLVLGL%C_85K%.&M]UHSP$/;`"C'IY+)TLE"D(BH"_(W@,_RA4$P_!;D'MQJ\ M).$T@^,-%CK3S9D#1';2MX(MG-C61+V\+^SI,/2E0@Q#^_[E_?W]3>NN;N*>=J(W[^\NGSW9>'W]G@EUMV]\]?/WS^^>Z7!R,6;^Y#+>*-5MI' MQ+N,_@-R)/HCI&&/K6&C:1'2X+B(%:]J!U`MQ+)I?@3-CZ#Y$71FMI;8.T\` M>"GMPVP&#,V7(.ZJ)7?1_(G7,N)',`V/"='2Y[=1P_>%CASF&JV5?N?Q.DHZ M+F'R$LZC:NNL4KPLFQQWJJ8-&Z- M$=%M7+0)$>00[^@0"R[%!&='V%.5(Z,R./(`4GWJX=IM:H%*7F&)=%2-H-6C M'JCD".U&O_O0=^T@]$4CF]#@ZERI,!`^>4AX7:O1NJ2^/N0AD8>4(J)S:3E7\)]A3A'RL(GRLDX%F MWUQTX]2128F%9'LNG?0VVDV*SI,W1HA()55Y=S@-XPK) MF2\L6Y7ED-WW&M*>M1O-MKD\I-?2+>6]"O72VF<<"OELY+,9Q&ZGVR/L%H+= M4S]XHQZNNU**6BNNNZ[;:.458ZIQ:T5RDDG0D*#9-Q7VDII%Y]+#M;`7.[QG M(+:A,$G7VTRD(>[6R9ZY?'6K$8W@3KN;"CWXN;,NH''(G1O&7K"9UPN::-@2 MO^1E/B^INC=A5Y8Y<*]DNC6BD3OGW`W'T/8;ZW-C;K/AE5;#58>1R!=RAETH MGX0SUQW87!&PH>?]P9ZX$ZJ^NA:?V>#X,$>HSKM1+SH>5((+C%+=5,,CVY3L M;.4D.@T*IG:[DY?TS#)OW#\12(L<#&R[*5ANHN&77EI>$M<<\?NY::Y%P7$; M^C8VG8W41*6TQ+,`HT;XEJW:BH<^FX6^-0%1Q[R9XI>TO?J"),0FAMSZ,[1U MB^FH0_`7\2A<:\Y^\G$7;^8S3)E3.M00XJ]:S.1.GJ^^5TFM4,UBN/%JSR+2 MC]+^Q(L=_HRAO-._,$KQN(NK6H"T,ZV8V6?N_Q'Q$?9_^]V#C[BJO)?8;EX6 ML<1%A'S$_HN?5?OF+T)ZOJYA^#KCNG7TZ-\<.PXQ!SXE`B;9?8F5>T;>=0R0 M-V0HAX[#I/"?;$OHWMG2D`TZML?!_%WP[)EY4:DZCZ^\*I(]WB)I(XIQ'L)/ MOA?.$NT:-_/F:U:;_DAO_N.C+QZQE?B$Y\_"_7['L%P<@'1#SM7MZD>IAD.. M"28X;L(/0#'`$A*VM+SIU`ZB#K=`9F>)YS^X(YN[?.8YMIKJP>&&M@_4X3%I M+`?L:]T(WT1'7L7\PP2DAJ/XPO.I(!-QVU.20)7FF.]2/;#GSXB]L5R^K(@I5S7X1((,CJP;^ M.E+[ISOC;M[C`(_!3)EW>1G1IH(__=+;^'FY@!3W.9&XC];\V8[ZZ$';6/03 M28@HZ*L#1!5S\&*;!06;(1?,K*7!P-GT'[4[B:H3&U)PV]<31=9-?%@W<*21 M;:W/WK M0^RM5L2:N0A[##38;1*"GIJPSQ2$9K_3ZS7O^I>=.QR(T.GU6[=Z"L)UI]F] MOJG[O,"%60,)'8WP[?^;CM':--'`%RR:514--VA$<$2_)1'EMIXO.8H=FA$. M=?*R/00R59_P'-L;27"_L_%3Y9Y/<8C4?Z(OHIDUCZZR(3$]0@^PDH$]56\4 M2@'^(G-`WR1=_K6?T,C,QO&*G>($Z^2X@V9&N2`SLJD()MX(?$?P_'R!4D%1 M:\J1_JZ:TZ,'H2#)(JVJC.YX6PPZ#PMI'9T+P][#K]D=19?UT=7R<)-CZ... M1Z,=Y.I@AXK.8;CLGE\TKSJ7/7/3&-JOG,;0[1XX.Z!WD>/P@!,JU4@:56J[ M^K#V8E5)DL^3D*W>NUY3^Y^[4N[44Y1?W=:N9*F6N:9S3W!JGA<'<='TB`[V M<"J;YZ=6RUCE02B#)3]&/!%0)]VK%@T$$HU[4;'SKDV2<2^*W1S0'.V$A&'G MW>7!_+0Y6_;`F,52Z&&W>,5^\QKO;MJ]YGVKV;N\O6E=W]Q=747S&IN]3KO8 M2`7-0"Q;OA_-0*R"[TTS$*LQR[#<"Z16132E;@UU:`8B<5>IN(MF(+XZ-D8S M$(LJIJW#;#*:@1CL([&K$I4KG:HC.7/:T@`B:@4@>TJZ$I1F(-`.QW-`E'ZL('^MDH$DS$(^D5,GVK+_M23,0R1LC M1"SD6-$,1/+&]CBOHAF(-`/15"87S4"LM2X\*>S2#,2BL'OJ!V\T`W%72M%H MLG77T0Q$M=7=[=7]RW=TV70[5U>=W+OZ6)H']7'E;K@ M?_XZ^/)P]^7C[^S^PR^#7VX^##ZR#[_[ MW90M35.:AVR3$Z8[A:C!$;#YP43U0)G8,O!\1",+71Z.;(SY_!GS"QO'#,-& M/.!)O_JH:2V#%X=+X1+=M]I.N4K]5'!K$C5;D>E%$R[94`@\Z1J&%=M'I.V4:1W-WU$C:/L]L%UX!6TB/<0H+_-5Q<-I- M*`/]:U=80DKNSW4W57@[(.Z8V[ADO$/Z"/A;Z`3RG'V"UX>5`1VCK]0*X=HG MVPMELKB1QUPO2!Z`+7=C(B47!A,>L"F?`Q484,@63[IE-7>!X*'JVZ9O=\X& M4_`"HUZV\(NH3;=L,/'-$K,`*.R[6*N$%S`YT3]+-F&UT^WN7'2UIZ5P"&JI M*%=A@J^;K\6Q+2^LEU7=_ZL^_KJSI_%K&^3 M5DSND,=!_KIXSJ&.Z"O:&ADXVNFT##5]RND()_\N4/>1+Q-,?"'8%'XSB49P M'>#(;[#MCD#C%T*.QZ8Z=78K\@"7&'"%`;^"V[S,@4WB0.+`PCCP_T)7$/,1 M\QV%^7[FOC4AY4O<5R[KSU@!-3$@,>!!UA]Q(''@T:P_8CYBON-9?]3VW'@J MRHK2(GCB..(XXCCB..(XXCCB..(X\I$ M..(XXCCBN$H0KC3$(HX[!8Y[9:%]J\IQ.W7=IV=7C%1/:P?G-(S8Q`N$<]3Q M]64AC;&*U_S6;+Z@M6>N:VI9]A&OH[+XXVEMD@&5DP'&^OR491])!I`,(!FP MCPRX,M:GKRS[2#*`9`#)@'UD`,T])1E`,N"T94#ODF0`R0"2`:M?DC+U!@-;6.A!8(#P:'Z<#!V M.D1P(#A4'PZ444]P(#@DR0/4<(+@0'!(M`/E61,<"`YD+!$<"`ZK<&@2'!;7 M254XNQU3L+'O3=E45>:,V,SW9D@9^/ZL]38/:+TT7ZH^1X=="QD1<.'9$P6>4`V&HT+\WUF'F)/&7AE+RU("F[T\94JVFNNPQA MBC!%F`),]7(R%0E3A*D3Q53SDO0488HP91135SDEG1&F"%.GBJEV3H=KA"G" MU*EBRMQ('\(488HP]<.5P2Z"IX(HJM_;1-E;VQ>6GJ`EA>/`2S;8HW"%SYV& M^I:/IK9KR\#G@?TDF/@V$Z[$BKYV/A5]M3ET!MUGL/J@[L?*E/%1A#*L$[@Z MY@Q+`A>!B\"UH+EHUA:!B\"54YB1IJ\2N`A<.9F%-+V$P$7@RB7P2$8A08N@ ME0>T^C0GDJ!%T,H#6@83>NL.K9.O[?I%!.R#:WE3D0>H*H>=5I_ZA.^Y3E(R M-<9#AV8,$1P(#O%UYA*1"`X$A\K#H6"`\Q-<9.Z2H"QJH9&?;(86M#BD8#P+?'H8!QZ*MP&/_F,,W M[!]>(!S);CQ_YF'9CN>RL\Y;=M8M8`;7FB*R^IPE&CP/.9QJ96'#O-4=G>,3 M./>*-Q`V"9N$S5)BL\`&8(1-PB9A\RC'5H1-PB9ADVQ:PB9AL_[8-'>@1]@D M;!(V2WJZ2.`D4 M)*7/HC$F8EYDN"K(GI;!4$3IMSYORZ1$(JC^)DOIN8T$35XI$*7?>A(T)&A( MT%0_S:+T6T^"A@0-"9KJIW*4?NM)T)"@(4%S+$'3(HN&!`T)&A(TU4E)*?W6 MDZ`A04."IOII+Z7?>A(T)&A(T%0_M:;T6_]:09/)N?E>#0E8]_LXK@M9*#=?[QW@M,^7.;8KG@W$4J&M]K-[Y9W95'R(>U>Q7AGK7UF M16Q.X7K5$O-$UAL&#.9OYWDS@/[QG5_B2/4\\ M6)D]'8:^%"R4@!],-I-!NG#;M4*?>2Y\(6R?#<6$.^,&>[:#"7,]!BPF1FS* M_4?;/6X[#X-8`5_X(ET:O9`M\&^$+ M?":'_\#CF)C.'&\N_',VD(S#'67H!`W\DQ3I%DTX[`N\"@AI807XJAZ\,=QW M;,./N1-,O/!Q@E?-V]%7='ZL&P%_"PF>,OWO?KO=_.%GM>HI\%C\9>OR!\EN M;6F%4N)4%GR%@OU*H9D?U5E?[OFLO_6 M]E%X(+(DL".0KL$>!0A)[C34MWPTM5U;!H@4D#J;DB(Z%46TUV!.4D1F%%&G$HIHU_#17UO= MH8[H>?HP]H M@6Z3.M(2AW[PK_\.74M]J6)?>/TL]&%;M?.$GWTQ!5<"O:J,Q\+9OSU00>P) MWB#T111ZF]@S([IH9U[HY$IJ-`?`,A#*SW''BGJ M3SPYLP.0*W!%1!4#/E?\^[]]'\IWCYS/WO]3"PAGGL30/KC@`4X5;1Z`5-<. M>(I__^^__-??XDN^P)K@EXZM?O-I/$`6DO>PB*_B$7GHP;O)+"6YB>(>^/!% MC']\)LT7-!0JJ#S%^P/`00OTH7"\9R8GH(:8#*<8 M#/Z/P"D(&8X8<@PX]2X_OKFX^FY/$S*Z ML'7H=9VB'UC/!>YGGU,?F!7D=/8:&-.:?6-*Q":3!7*@Y1KZ9<2!!;),^!E* M]`\C8'^CM+T5EI@.A9\2MM-JL+4Q)6I$1`Q8(`.N^I+4!&<_7OT$GM)(>4D? M\>!]%(4$C@GLTF>'46)@]KI>XZ)/_2@*8XD35I$D:4Y=TERVJ4X\/Y.G7I;- M8`I_LKAD:3Z@LG/N?>Y:$UO"6Q]BGK\T4/00(AYW9F^C=4%-,\EAS6W$;@41 MT6Q?$B+(@]Y-SWS]/+@I6,G49RAUJTD6'?F.)=)6=8*6N6'*=8?6J3M+=X.? M[[[_^AL;2)MG=!F9@XBCOK%SKK)L-[E'Y5$XE<-#NTG.$3E'NQ$VSBP6RBOR M`O@E&6W;"-9M-#O4T(<\HA(IJ#J!Z_+*F.ZJ/;A.WB=R[*GMZJ8-[(SO4RNT M.[9R2.8Z*L3..HUFVYB_M"MY4N;)[SS;.'^]OOB,O"T"'`#NHF\NT$>`(W=N MGT*<3P^#C_DP7P>8;^2%6'+S&G"6WDPSE^/U$OEJD036;[2Z.Z=]YT>RLG`/ M>=`ES4]]J7@]ZK:M!NW?1N^FWNP-=ZG]]>=6_R[_4/U>[^LO=Q\'#W>V[SX,O#[^S MAR^#7[X.;AX^?/KEZ]:=V[5"_V*)FSMMP\S\P<6NM;J_AVH$XDD1L_,(&%,* MW8@VZC;C>E%;)MT8-M.U8)RT9I4!?*%8_O7ML';MZ!'U,C'9'CC(<#Y3E9,* MGK#VX1R[`R-P,RT<./9;=,#JD89Z,[1SW/KUO*P*"U@WV`=N1>K9D MTL8>&>UFLW?.!JE@G"]'=2W&UI<+G317GHG">\*7 M-EZBEL;K^:,O-(OK_C=QW\RXI0YRD(VMD&]#U5<4Y&*[P8!;HV=)L?Y>\$`. M_QSIKCSPW-`243.=],;S_Y',LZQP9L,7V-!"_(#X=-?'D$[?!5 M^$^V94C,9*3,0&VCO`*L:^[C^W0O3`H M3%,9Z_!9G'(UU@O.3,?)/5Y[M=SY(&5F2R67BGKQH:_R;UYMS.SZ/-LU8SBVP)V$FC M2695FAG%8;BI:FF[O:(V%AQ\X<@0FPONH^6%`KLH7MBC=0X)ZS(+:[0GY0QG M>SP)9W[./F8DS40DW>]'RG]+'%V,S2Q-.M@VZ$#-8"E04N7,G47OM"D&!4=G MPG'SI/WHVF-P$3$D-T7?0;)1*.)`16P,;H^FE=AT_H3V@#'367_$G[]7G4>M M#4_-6-=&-FS`IHJ+8R-AZ'%_A!]&:MX(CN6QI?)8,X:\,@J>55B*C\Q##F29GN^>Y&D5\\4]4FD%*/.N2< M3A=<8K6JFD5WNM'ZSR*8>"/V(3UK-1U<_$WHHXJHL_M4/W#I(9MH7)&EEKPO$XUK])(=@O7E#<<=5J7N0A:W[+PI_!>%I:#&F<[EP,EBT35EN M2E+B5*J$5"$%UQ"/&9+HBVF6_X,953CJ*^6Y!5[SPD`&8&XA?O20\NAH+EUU M-EFR>%:Y';_%91>\?BO`&':Y94IX#H-/4PPRV3S-]2O7D#;,U8]9/=$^\%^ MB#-0)\(9)6&R(5CH8ULE6,=YX)]AB?_Y`_A?KSHZ]U918GC3)[65[USQZ`6V M#HID:PW0*XV>'F`6LWI=7PSG.B$\/FO4M''#^$0]7D^&*CITG+GF)0D3@OL1 ME3-@%[#,K>#IBZ0=Z9M%Z1;[URGM7&*T5)KT)-Q08)G3HZLG#O!_+/O M/?I\*G]WO5]]_+NOG=U<]?K=-I105+WMG4[*&SVZ)%.372=PT_P MF7T&)L`J"'8?NB/3YO)#4E.Q^*QHJ]B9RJF-?M]N_A!]GWS3`E?:EBI3Q-&; MC*$._(DZ`L%0%*H2O$M\RS603"L[\.%C#X0W?IT]"WN>".4KH8,.:(MN#/_2 MYS/P#P>4E$H:RQ[1C'0AD!;B\1O@"T?7Q]GEF5=8)?H*%=1.9$C0B(Z-;*G? M#ZL^G3@T%,-2AQ8*7*YZ=:R/4<4[X$GRH6/+B8[OQ@&I>#*"7?4>&N5$;0SK^A$(\5T^A3PB3NA>A_DS=23CHODU/OH`B+X-7C@PI^J MMU('@\DO_@S!4QYC2$=5[_SKPQU>U,C6\BP7,PU%+,E!C4RQVDF_O8653U$$ M]VFI,"]^7@5.>=5U631Q55"7J$_@+1RJ#;MC8VALJ-20IXAN@ZT)#*757O`R M#,[99WT3O*%FDO@I%D=643PIID(SRJ/GC32KIN>R.SQ%G]W`:W/EQJEX#)9[ M-1+9H#+],_P/",%[A:X^2HZ3X_VD+JG!9(AEPS(NP00_0$;5F]SVL'*DBPN)XJG09W[CR*ZG5R":09LC2A=-OX:N%Y9I:/D,@78S&(:L46F M$)0]/DBV+B)ZHC8N?TAP,=(R8F3KF>C@'HK4PE,%7CI""KPM_`4UD.!LY;F^ ML*?#T`?'(Y2)!%A2//`.,D,!/?6>RZ1X(2ZP0POD/T*7+OC:+M%&8N9YT7L` MH83>M^AN?J86`EDDSDI6&S(28\43^I9)*5]\$+.Z*H$DBVDS!BY@**%$G&<9 M%=%EF0RD]:.RXL_9KS.-H(6_CR.,+:V5IRO%*^)46W!6GFPOE*"0U+O'J\H2 M"9G+QV,-3X,T6K$^%U0LY24LF&BR2`/$?'O.(ON/*9)'-Q_%6G"%+BKA6TE+ MC03NIQAH9.D>_RFYX[HK4TF!?X@8MRI2%=@*;-^0^[8Z2TB4DD;R-SQL0A9; MX!W%35MX)T4QEGS;4K6Z0%1-0X?+I/+NWW#O&`6XT7#GZ*Z*N-E[)S<$3`6> MK^Z'+^?;PK5$5@!Q-Y$_\:MFC*BA+_@?H/PSAI1">[2;ZLV>P9%G+O"3GQ6- MFBW6W'WE4N1$("A2,W/].1L@F9T%V;4L:<`T@2VPQPCS!-5KMV<$MA@?VHX= M5"%+*]'?L46FFP)HT,2EN^F*LW)220L@EJLL-3!M_A"J,0CH6Q"3T2E:>FME M<\E$`*W*R,R][0WW.\(1HYD$@[>4,%&*A`D=@8E:P$1B0K&GBMX4EA[1S2LE MK^!TMHM^7FEYBYE(J1(I+H.EVZO#%N$,L'R6@;%3M(;=N*72<@K,SVLEN(K# M1@99XG5GB_JT>P5+>+=X^X(AVN[G5`14[/ZW+W+*G$7'@O39L?59%G%D'!$S M&3".8N\E2ADE"XDL)+*07FLA94"U;":AA[SF9TF#2C-)(JU.:5N37)GM3J:B MVI;EAV*T>&*E#N.D$QO9B??[I]8\D*"R`OI)%^Y(^2G<=QJ8X=TDOM^ZZ)U-;CH]"Z[E[># M]D6S>1>GD]SU!G=U3R>)CV0R1#2=28+5$]&YDSZ*T:??MHJ4^XN!7]V$%6T7 MZ85^7$"+%Z65%,L'/R1U^,MC=SU0$)2SA.M`D_OFF^49^QL63\ M.5IX=I_Z\:YLX`.V:&Z8MMRG?_\=Z35O9I5?Y2R^;% M#M^J,;P)SFI?_+!=NNS0TAUGRKQJJ7FV:?_T'.?"J.ZGH[AES@*6%A#D>ZH3 MJ@N^VU*Z0])"$VO;PR1[2-]8GYHMI)U,/#E3W86".5,G9?[*@4]\YJH*V140 M\?'ZK9(&MPLOL8K/M$B`F)X0H3*2F,NH@.TK44YDV^(-, M>G%J'^,$DS#00PTXUO%8:!$\JER81]^3J061I,M@-WXWB'K4;+]IDN3#TXRM M,9@*.LV%3<&B`&/AG%U'K[AHKBS;[A'FL5>@A:H>\TW2/&'TA!.W&7TY'URV MI(..SDU;>/4XP\<+\611J`X(F/NW>`<=O\:,-96FH\:F!_I*5/$-)KZ!8R[Q MGBK;>)[\$+.<]+[PN1(UF$L`D=T22 M8`\PP+0Y91PGI_18^(0IJ'%JOQKT$7"`*_P6T6B[(?KZMOOD.4\BFX6/>8A: MUA5EY*O8FQ%#7@7P,MW!$KFC';9U*;9*6$\7A'^2JXL#^1)Q&$M#E3;MS)%Z M:YY$,HAD4*UDT/VBJY`UAM!ZL95$X;.9`PN(M70D[<,<*=4^K MC$6SUEC"J$:VPB$U:%2Z4E(V:MF^%4Y1OEEH6HT]3X-\**)B[X4+EZRAJ")$ MO5LF75U?KZ;>9+LYIZ=FT+=H0/&972-!\D>[*%E"/HEJ$'^%![;GV(XA[0Z!-U@L:QNM>YG8=M:*D>$8D&FHC.=6 M\[ND*&BQC4E=08S'&R MM87QF6TC-B#BBBU\`U5OCX6KN(RYYXZB7T0#:_TYGF4\HJTR#/45^+BYP*(N M;DW4ZTUGCH@>D'FR,F#2PFX]`2)-L7G6,T?M(*Z'6N_RV#K^`QB5"\Q2E,>7 M6GN%#>ORQH;22Y*-B;H.JKS9Y<+SD2UGGHP8Y%DLCL-,AVKJ?@'I*$O-RA\^ M_I06.B?-KW7Q')9QQY>E8;>%$SMXPO8A'ICTHF:+OG"V5B_KDO3M`?IVYX/1 M2BI<[D@O2?%<5;66]VX(R$%,60!>.P"UXX^8PT-7R6C`$>C)YE)8?*&D?KL0THO+93UUJ>I@\$[/58ZF^^C4PK/VVZC,V!F#7-!M0GRM^7A< MBL[U@W3%]?_@>-<`>RCIOX)B.&?1FZL>^4OA_.3UU[R#>O?%V^E!=)GU-5+) MI>OR0[BYHRMV4_V%TA1DF?JWBWLN=>UZMLE!]D'92O1DP>*%'AU5DU3D!Y,? MO%UP*7#&1_0+;3JB_G=18XJH:4?<14CWB$@::"RT]EELA[3:$B*>NJ&R@F7< M;T)WI\]X+MC&B,]],*[CEAW!NA=-#B@0T*J5`EA5WAQETE8E_.]=L]_MWEU?Q'FY%S?]9J%YN1=%=%T`4UN(3"LB M*1X32W@<$W/!D>3:H[-]X$5'19V1SW?V+_;J,5F1&@9#:S)6RZ#$!9=17K/< MGJ]TB/V9N69!JS676!8_9V\:=05=R#Y?,-GW,D7VV`)M7+2:L*8A>HK^.XR! M\)D4[^-_K.BP]=9*HAC["PIS#V-#OQG_?N%KWR%G?8NAG$&F'B`/P;XOY_88`UL5D>'VYXH M=?

P-I#)G"5' ML$20R=0E1[`JD,D,)D>P&I#)1"9'Q$*V@\1`MG_$/K9[Q#RV=Z2CV_UL"-XQ0$^R(GB7`#W)BMPB8F=0$FCG2%(DBY6<6;RH M`7]9$4F=+$US';R7@=YG1?">%YQGC;'@/`S8Y&T9UH/I$).W9HP8WNX2YYDQ MO.4ESC-C>)U+G&?%\/8G&=% M)(%VCB1%\IX39Q;OX,%Y5D12)V^U<1V\N@GG61&\$@[G60\*O! M=(C)B[5&#&^!B_/,&-X&%^>9,;SR+2(GD5FC.+%_7A/"LBJ9,7W[D.OOR`\ZP(/D*# M\ZS1J7R+)LXS8_CB3)QGQO#EF3C/C.$+-'&>&<.'9N(\*X;/^^`\*X*O_.`\ M*X)O^>`\*X)/^N`\*X(O^^`\*X+O]^`\*X+/)>$\*X*O)N$\*X)O(^$\*X)/ M).$\*X(O)>$\*X+O(>$\*X*/!>$\*R()M',D*9(OK=A%^#H0SK,BDCKYKH[K MX/M2.,^*X%/V3#X!YCKR13N<9\?PX3J<9\?P`3N<9\?P(3N<9\?PO3J<9\:P M14`F'U#S46*G@$P^FN8(-@3(Y-MICF!?@$P^H>8(M@?(Y+-ICF`7@$R^GN8( M-ES(Y*-SCF#?A4P^-.<(ME?(Y'MSCF"7A4P^.^<(-EO(Y%-SCF!/A4R^..<( M]AS([`Q*`NT<28KD@VU6PR8#F9T[29U\GL]UL$-%)E_I58,&PG!>58$^PG!>58$^P;! M>58$VP?!>58$NPC!>58$NP7!>58$FS+!>58$>S/!>58$>S#!>58$6S'!>58$ M.S+!>58$.R_!>58$*9+QN'O+*'V"Q+9QDB=K#(:OHV4\;L>P39SDR:J'S9#@ M=.M(Q#"V)\02LL4,NPS;'\'I5D2L(AL*<1WLF@6G6Q%L]@<_6$>-/?_@!RN" MK?_@!RN"+?[@!RN"G?[0HZP(>A3.G.R7QL>-K1/A""N"'13A""N"C13A""N" M#1/A""N"?1/1DZP(MD]$3[(B,(*,D=VR0^HB;.XJ;K#&4]B_$&ZP%,66MO/$ M>+(K')\A[%@(-U@1,:3L`JT5P;Z7Z+56!'OR(K/6+T5F M<19D%U,^!B0<,=G-U(AA*U[IGV8,6_)*_S1CV)H7L"+8S1M^P(M@9&EZV(M@@.I.M;KD=;`H- MEUL1;`<-EUL1[`H-EUL1;`Z=R3:XW`XVU8:+K$@/D9X9P:[:<)%5!YMK9[(- M,+>##;7A+RN"K;1Q#;`B8B';06(@VS]B']L]8A[;.]+1[7XNW=SNY?C3`[@` M%)L-)=<&[/F.=JSQ+G9OQQFU(MB`'^?`BF`[?63;BF!S?/C:BF"K>SC1BJ"S MGDK/,V,X:+FF6;';2T2LV\OM=79KGH1K5+!&7@T\6E@5.GA(L/@`CTD6G]QD M,XLO\,AG\0T>WBR./U&!$U)$3LI$OGS^^.ONV\/H[OG;X\^7HQ\/7[$>?%K\ M29_GQV_REYO=_WEU6T4<_7%X?3T\R:X11]\?[KX\X"^9GA/_^_`````/__`P!02P,$%``&``@````A`,R2N0YW$@``A5H` M`!D```!X;"]W;W)K&ULE)S)'DS_7+;K-]^GS:.+LX/5D_W6V_;9Y^?#XM5L/_W)R>[/:W3]]N M'[9/Z\^G?Z]WI[]]^?>_/OW:OORQNU^O]R?P\+3[?'J_WS]'Y^>[N_OUX^WN M;/N\?H+D^_;E\7:/?[[\.-\]OZQOOQV,'A_.FQ<75^>/MYNGT])#]/(1']OO MWS=WZ_[V[N?C^FE?.GE9/]SN4?_=_>9Y)]X>[S[B[O'VY8^?S_^YVSX^P\7O MFX?-_N^#T].3Q[LH_?&T?;G]_0'7_5>C?7LGO@__(/>/F[N7[6[[?7\&=^=E M1?F:.^>=?_ETN$'_W:Q_[2J_3W;W MVU_QR^;;9/.TQMU&G%P$?M]N_W"JZ3>'8'Q.UL-#!.8O)]_6WV]_/NR7VU_) M>O/C?H]P'\J[VSZ@)/S_Y''CV@`N_?:OSZ=-E+#YMK__?-JZ.KN\OF@UFI>G M)[^O=_OAQMF>GMS]W.VWC_\KE1JN]*.3EG>"O^+DK-V\O+XY.'G#L.T-\=<; M7IXU;RX;EU>N]#<,(3U4&W^]8>/JK-&^>,_NVMNAG7N[RM6^45['V^&O7.&% MWJ8W#!MR@]T/;]KYF"5"OVQD#0D M)NZ'-VV?73(OF!Z\5 MS:"\Q=H>FI4&^-&+E=;1T.;1U%OV1NMHXL$N'S_WA)>/5OLCMZDISJT(@R>G6VHU M+P*U=O"`J=KQ$6,T8#1D%#-*&*6,1HS&C":,,D931C-&PS&C`:,HH9)8Q21B-&8T831AFC*:,9 MHSFC!:,EHYS1BE%10[7X87)HQ<_A>OQ*0O&["N*G:L?X,1HP&C**&26,4D8C M1F-&$T89HRFC&:,YHP6C):.;NS^ZVT,R1^+EU.OQ\J0RMR32)S(@,B02$TF(I$1& M1,9$)D0R(E,B,R)S(@LB2R(YD161HDIJ\6I@W?]/`G;0KT=,T(VNZ'J>7<%[ M=7)Z4^\U^ZHF3^>`T="CCOJ/5:OFOU/WGZB:^$\9C=C_6+6J_IL7=?\351/_ M&:,I^Y^I5LU_D,68JYKX7S!:LO]P^WRS@&3[>@3KUA-(-52\_K!>VG&:Q:^JHF]1\P&DJA.@;$JE6[/\&L.E$U M\9\R&K'_L6K5_`>SOHFJB?^,T93]SU2KYC^8EP%):0M>E_EU8.V[LUU1M*^A$>UX/22A5:W:"2/>]5OO:9WSK M/?'`B_'61LH?,HH_5%12+RKH$U)V.V(T_E!)$RU)+[W5"$K,V/V4T>Q#)<[- M$CO!N+.P?+4N@]%CR97(+4.*Y4HK<!YU_X<6-SI4+9KWYN8R*U?S*3$NM M^7F$YB=-HN=>*:%)HJD)ZGN$=B5HX%&M+96&%12SKX1]I>QKQ&C,OB;L*V/# M*:,9^YJSKP5K+=E7SEHK]E5X9,;+95"L>)69E5J\/.I@T5?M+H*VV7-O]A## M=K/L""Z"UM-7N0;4FVAG/Q0M1;&@TG$PE"8J%;>I(/4Q8C06A&'I>%GMRV`D MG:B6N,\$5?M%>@BG7JMQ71\I6\'#.A-OM6JT@FK,54NJL1#T9C66HJ7W(AF0%SR1LK8&52IQ8PC\*90O!H]]P+=A?$<@[0#'J&OHKEC@P\JO3;0T:Q M&NHC2L-PHEKB/F5?(T9C-7S#_42UQ'W&OJ:,9FJH[MM7P21BKEKB?N%1;>)% M'&4T8P-YXP6'E4F/$OQ=>AB M#SL?23N1KMNB@F>XT:D.1&A/08/I>;VV=DE]1@-& M0X]J*[NRS(JOA`U31B/V-6:M":.,T91]S5AKSFC!:,F^U[OE35;7\72)PP\JCR`0T:Q&KJ^)NB)$I6*VY1]C!B- MU5![.AH&)JHE[C/V-64T4T-UW[X*:C]7+7&_\.B=?II+S-57N4NJOF9>J5B* M*CRRGG&W-QKQ&C,AA-& M&1M.&F?%R>3"C3VXZ'CS/'KVW]/*F?NE%*1H5 M2]0'@K07'S**!?F50C#M2U0L?E-!ZG?$:"RH.M2TPF3'1+7$?2;HS37/U&O1 MTBO(\L[$6[4:/$%3+:G&0M";U5B*EMZ+7)`LO8([NE*YE%5X9(X,K^3\L`&, M6I+D_"I++Z^&5B.%]1D-!.E5#!G%@M17PB@5I+Y&C,:"U->$429(5TM3CVI+ M+U%39W-&"T'J;"E(ZYH+4E\K1H5'9L!3Y9> M07:AKV*)\<"C2K\]9!2KH0Z*-.8FJB7N4_8U8C16PS?<3U1+W&?L:\IHIH;J MODU)%=42]PN/WAO2*>N8JR\WI(=+X)6*I:C"(W.(<'DQJYWX5%RUG7A4768A MM'XY+H7U&0T\JK6#TK""8C9,&*4>50Q'C,9L.&&4L>&4T8P-YXP6'M6&=+K& MG`U7C`J/S'B]D@-K<@Y,4+C,"M*:/:]761KU&0T8#3VJ+K-8*V&4,AJQKS%K M31AEC*;L:\9:U/KED ME6#WO5H%#3RJ7,204,QFPX892QX931C`WGC!8>U?KD\N94+CMG MPQ6CPB,S7J^DOIJ<^A+T[C++IZO*V7N'GN>C6)KNP'NN].)#1K$@ORH(WK`G M*A:_J2"=G(X8C055US?&`TW5SL10W4\9S015W5]?!]W17+6D]@M![RR??+VT M$KD8^@`$-VJE8BFJ\,CJ\%U_8CW0!UY?APNJOKCRK+IZ8C00I!$429(?4T9S02IKSFCA:#*XDF0NL\%J:\5H\(C,UZOY+E: MG.<2%`[0X>+)Z_G%TTT@[JM8VM/`HTI/-604J^%AX*FG]Q*5BMN4?8P8C=50 M1U!^GE5+W&?L:\IHIH;JOG,1OHE6+7&_\,C%[O@FBM]728GHZX]:QOLJ]7]8 M2`4+VI6*I?C"(VL0:*%OJC[C[^V,/.@'S[YSX7*FNLNUY]7:^JJFSV@@2`V' MC&)!ZBMAE`I27R-&8T'J:\(H$Z2^IHQF@M37G-'"HQM-*RT]PG<=CI/8G"U7 MC(JCY>'5>6U_4>N55->!!P$K4UW-"_RM-K2@(?>\J=.3IM0WV,!@0X/%!DL, MEAIL9+"QP28&RPPV-=C,8'.#+0RV-%ANL)7!BCJK1_65?!@6KV$"TR.7-*D& M-9@"]%1-8^J3-3H6#5AKR"AFE#!*&8T8C1E-&&6,IHQFC.:,%HR6C')&*T9% M#=4CZ+(IQJH(GS"A"/K$2SV"[6`6W?.6"+1&\&@I:,!:0T8QHX11RFC$:,QH MPBAC-&4T8S1GM&"T9)0S6C%RGY1Q\2CO:AG!\A,QY1C%P"BR7(4D8N MC\42)"LCE[MB";*1D4MAL:0+2=>4]"!QV3ZV0<(W0@NQ>C"\AD(+L21X!8&Z6;U;#(E[7<#EX/4`[K4E0;(? M]\V2('6/&E@2O"5$3*VZX34@RK$D>!N(F%H2O!1$3"T)WOJA;I9D"]:#M6#?""%VW'DN!%+N)C2?`^%VW'DN"U+MJ. M)<%[6\34DN#U+9XY6]*$Q+H>[/!`Y"P)MG`@)VU#!3PEVWR!RE@2; MK`=$I&S)-@5B\`CMW&8)=CKC;MC2S#EQ2D"MNG"IFO:X!Q`Y#9TLPWV^R/: ME@3;_J.A*<'N_\AMZ69OV-Z/%F))L,L_1`Y2X(#.XB<)<$A'43.DN20N.,=7&N=NN)P!).[X#4MP5`N1LR0XL87(61(W#@``S$0``!D```!X;"]W;W)K&ULE%Q9 M;R,W$GY?8/^#H/?8ZD-]&.,)U`JR&V`#+!9[/&MDV19B28:D.?+O]R-9/*J* MK9YYB3/%8O&K@Q^/[M:'G[\=WF9?=N?+_G1\G!=WB_EL=]R>GO;'E\?Y?_[] MZT_=?':Y;HY/F[?3P<+P\SE^OU_>' M^_O+]G5WV%SN3N^[(UJ>3^?#YHI_GE_N+^_GW>;)=CJ\W9>+17-_V.R/]7[5YN"?YYG3[OGS>>WZ[]. M7_^^V[^\7I'OI>FR/;UA)/QW=MB;(H#OFV_V[]?]T_7U<5XU=\MV417ECK\SRD59,H9*S4;Q`:[J>Y:U(Y+NXZWZ?$X!^@TWB*: M`RGA3]`JBY;#7`/-&@YLG"7.B7`@G2`D1BQ51QFG*0&`R)R#\P$;*!R9)XE[>,M0NQV'H(>.>$8O!292ZEXJX63._HUF7 MNWK!_',4P")(H@G_2(O[UXSX9U@A`@G!-6+A'XE2_U(1]X]S2C"KB:3X+B;Q M6@AH*,DJ,CD?.T\EA>82+TI=&F43;/W22#DV632A'FT[#YD7W2Y!)L: M68Q>E&2.B;C9#)<4?+*9U5C4NQ>A)4F+7.*\5EJ8916U.!##!W&RN1*ZO:4P MVPT`0_@#"&QU(UG1AI.T&-8JKK24BZ`E-Q6EH8P?!$8L(Y!%FB%D3HWO=JJX M4!*RH*60&8J)R#R1E,0\R=KI16E)D%:FWCD_V4RX/7`805-5^5U4Y;58Q5=Q MC>45D>>J4G.5%Z7NC7)5E>$J[*:];[:9LX47L0I2&SJOQ7T;V1E4>:JR8C&X MIBJOI5-79:@J]4TSE>V!$2=\HX[*X:O=:&=\`,:EV MMRU8E#%QIEW8)]&$HJJ[BL M42Q<1VC)F5]E.*EHNYLH\IPDQARL97`J"UFRFR!DHYQ4(8HJ2WUQ\VAH^XC, M&3.`P0,4ET:"$;14@#(<-I6F0&HQ)UA.Q*(]5$Z-!ZB.BQHA"UH*&62 M&A51=R2:\(^TF'_)NLF!0"L!$OPS8C&X$[&B3T7<;)XJEIHJO"@-VRA5+#E5 M!+2:'ZPF')@H=>J(/$7Z2Y9RYE.3YP-'M4O!:R%/B7]P<<2"<47QP&\TC7I3Z1UI6Q,URAG!3N2H2IFHT67C1A'O4 MD;L7EW".@U-*<$_32$.BU+U4Q,V:.2YF,N/AAD@@X2DOFO"..G+O1K96C9GT M`D:YO'5$LSU$W1HCXAQ4=V)GNZ:.C@AX+`P?1!`AQ$8L1B)1&N)4Q,UR,K$5 ME-PS-)I42-2C/F+=J[VK[XB!@U;=CF0R%PP)S&(>V$:R76$EAJ)$YV?W.9E M!3&Y281G''YKNV8B-KE;3ES!K*.B]$1C-5%NR;QB(F[6L$DF+D0R:5Q(!!9) MXA*WNQ07TL)$3K1&-HUMAK#*)EW1K8:8.D1CB&<0LZC($1T_`QI$1+R5#`EGTW#&) MM2POPAHYOZ.60I;AN+)I;U[1=<1+')F(QN"U&/LV^I! M0>^8.]TKD(CM0\M6$-,Z:BD8&9IV+SV-YJ-W+,U0.)%`(5AH31TSNV&SOUUC6*![1TGLP`YD0B0()XU=.=+WF5A()#*I.B%LS&#+< M.G%^ZP.]QJK`/!)\/I`:0];U0FL=M61TBL4/)I!(_D_4-)(,]4X\3"_P8@8=0EFR1``&K\?0];U<%A(UC8Y3 MLC_5%`NW$TXG=)`E!U8N8T>6PLP)Q2/\F8#3D`53Y/E24>IJW`T,I9` MPWDS(@CTB")P1ZQB03+F:"H3IG/4YXY4<1C-=L7"R28=I:["T4B+`@TGP8@@ M,%WB*,F8HZF,F\Z]WX_[M?`LLO!OZ2?[92^;\M)W95Z"RN("+;#DF,R]#3"Z M*RC\N_T,GZ,W1A885Z[(OB_T%%M@EJ23R&ZH\=Y!"+UMY]\388T1;#D4I)9^ M4L1E(@*[B9H.28[E)O:T>-4H MARY2%TU/4A/H1#C7WAK4-#K.>BYTMS91."?GH$6R\="XHDBU0G0Z1T^)5GLI$E6?( M=>*(5M#'"YB5H7J+0MZLH,H=L8J(B,`A(D%-1X1SK:LCMY;?("%'L`*=X!N@ M_AHX\C!#IY6C#?Y1HB$>B$$_;S75(+Z-SG MN.YCU,/N_+);[][>+K/MZ?,1V6I:U%,0NP^!$8LE/@5VG^;JML:TV0<9NJTU M;:TA`-W6F;8NW]:;-ON!J>I7+M`&][7-%7:4#RNS4.@VLRE%/^Q@7'Z3`.KKW M#&A9X]%KK@5QPP/-3$L'!'C\DFL!`CS^T"VKJGM8X15GW8+WKQ_6>`<[UX+H MY/O4B`[>-]9]5G7QL,*S;]V"MX71)]NRA#6\7)CILT1.E]F<-J@0O*61Z=-B MG"R"5=D@!MEZ0\O:W5<+NA@JU&BVSZHRUK+8T++&:_\9;!7\R?=I,0Z>(.L^ M^"6(52ZC`]S,1A,ED-5'H67K#&66K3(`RN*!V^X*3(;*9"3CP%#"$IT<0A?\ MPL3[YF7W^^;\LC]>9F^[9ZQ_"_L@[NQ^C,+]XWIZQU4`?F?B=,5O2]C_?<6O MANSPPP<+\Z3S^72Z^G\@=O?A=T@^_A\``/__`P!02P,$%``&``@````A`"99 MW]&['0``$IT``!D```!X;"]W;W)K&ULE)U;;]Q( MDH7?%]C_(.A]+-5-EX+M@8M,W@DL%K.[SVJY;`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`(Y_]3#PD[857QGC&G2O"21I6`[&"4 M#"6%_^U'7]R&@29Q3.42C2JZB%2G$V0D"\TJU'!6RZACU#,:&(T&6U!#CT."(%#,*AFYB+0JH2TE02U9"C6,6D8=HY[1P&@TR*KB M?61.E>`OC2H!)4-24BO%*F3)D+0^3RJM7.)12"?(=+_0BI*HCEFZ^U%6RUD= MHY[1P&@TR*KF+6-.M6`EC6H!F4$I(#,H$7*8B_-%:%01M$A0QZP%-8Q:1AVC MGM'`:#3(JN(-9$Z58"R-*@&90>GZPOJ;8A62XJ!$E32'ETH2I/M?0*:2"#7R M42JK9=0QZAD-C$:#K&;>;.8T"R;4:!:0&94",J,2(;<2I%4)2!UO+5D*-8Q: M1AVCGM'`:#3(JN*M9$Z58#&-*@$EHU)R[EJL0M9K1FF.+I44D.E]@I:N5DNS M1C/*:CFK8]0S&AB-!EG-O.W,:1;LJ-$L(#,F!63&)$)N%9!119!6A5`3-URR M6D8=HY[1P&@TR*CB)WUSJDS<6FY!=DQ*';Y'J)&VC&B4U7%6SVA@-!ID1/,2:-'><@-3OG7O@O`GZE`( MTF:`D8M(F0%!2H>:4<.H9=0QZAD-C$:#K%J)08_K4!LVXA&=8SB:+2>NGK+C M42%IVV`Y+].9EB4D%&-C3IGM8PZ1CVC@=%HD%4M,>IOUA@;^(T@ MJ!F%*(3I\QI&3I`^KQ%DY&*#SEDMHXY1SVA@-!IDY4H,^EQD;,0W`?E?U[G& M=JMT-D^R+E$2,:L4(FKB\2AN1C7=2I8'6B(^A2_7Q&M/Q6NHB6#:O8UB)-S:AAU#+J M&/6,!D:C058M[XM_I=8_'G_HR8>-^&A55*OU>7)*?8A9RT$7C$I&CE'%J&;4 M,&H9=8QZ1@.CT2`KH+?02L"YWP9KC;XR]SX(EK=.IQ"4K M_IB4C!RC*J*EFFM&#:.64<>H9S0P&@VRPGHWKH2=*S"X=#.PB7%7%TYM")6, M'*,J(JV*M+6@AK-:1AVCGM'`:#3(JN*-=$Z58+"-*H*6W2XVA$I&CE$ER+B, MT)9"#6>UC#I&/:.!T6B04<5?_I139>+6X`LRT_-T494D^3]SSV.3$;.R5SNX M&%U^1RM!2K*:4<.H9=0QZAD-C$:#K(JOG!!L^81`D)Z9%X3FYW$HHL5=N(BT M*N3N:\E20C6,6D8=HY[1P&@TR*KBW72FQV'M)EVO$&06$:\2ZUE(DIR(I]=B ME4LXRN@$Z1/QB):^73-J&+6,.D8]HX'1:)#5S'OIG&;!8^M1"B>+7D:]B"A( MSPXR<6?;X/S-JH$9$8ENDA&MI-1*9VY6:)112?(=#]R_77,TH5$62UG=8QZ1@.C MT2`K6>+4YT*:W7@\N`-DH$$I(#,H$7*RH5$E9*D2J6.65H6R6L[J&/6,!D:C M0585;VYS0W4PO::0`DH&I>2LI<`\J72OZ>:UY'2E7,)1;1>1[GVA$2,:H48V M5%DMHXY1SVA@-!ID1?/>-R>:^.ME:#EL`S)C4D!F3"+D9$,,C%&H2I`ZWII1 MPZAEU#'J&0V,1H.,*KXPC;8U\GR5B%)J-UP&Z2=;2Z7COVXH*@9=2A$(0"CJADY")2 M2Q:"=(4Q:ABUC#I&/:.!T6B05>L5+[YC+QZ16;+8K9(IO4+28-HF"T7K8DL\ M*NDB4G/'@HQL89<4:CBK9=0QZAD-C$:#K&R)'7^SR-BF[P3I-0MA>LV"D1.D MURP$*6UJ1@VCEE''J&0V#'[V(G63)]DIS< ME$MXZ7FRA?I)E"PC6LA2J.&LEE''J&\RJ=4EGB44@7D>Y_H16C&J%&-E19+:..4<]H8#0:9%2[ M2(SZ6WY@RK<&7I`>K01I.\#("=)V0)#2H6;4,&H9=8QZ1@.CT2"K5F+1X[S! M!5OQB,REV7R=C*3)I=GT>)=RB<]%%I$RG8*,;&&7%&HXJV74,>H9#8Q&@ZQL MB5=_L\C8PU\(TI=F"].G-HQ<1.K41I#2IF;4,&H9=8QZ1@.CT2`K5^+1YRIC M+WX1O3C&YL5?K=-3&TGS*QMS%B]BQ:QP`G21C'L0LQ8="D8E(\>H8E0S M:ABUC#I&/:.!T6B0%=![;27@W'&#!T?/F'M?YDJ9"W+J!:.2D6-4,:H9-8Q: M1AVCGM'`:#3("N7=M!)JJK0WKI3QBQ98'82/,RHFKNT@::J/%8Q*1HY1%1'J M?/[BZ*J;>LF*PT'#J&741;3TC)[1P&@TR`KK/;H2=J[`X-VU";X@.U\P*ADY M1E5$RXA8,VH8M8RZB+0JM*L#9XT&656\X0$7ZPM/553)R#&J M!.%1";$P:D8-HY91)TCM1,]H8#0:9%2![\ZJ,G%K\06I3R\8E8P? M.U5ZU4TM26;:B`Q+$[-DT=M.*K4QNIR,=8+4T8#H]$@JYEWSIE1"N>&I!F9[$*RC&:4Y3BK$@3-XO'6@M044<.HC6UI M5>@3^YBU"#4P&@VRJB0>?JXD]NJ7`2D)"D8E(\>H$F1&*;KJII8LN>KFXC)9 MMFR6>-2VC4CW/]KO7K+4H0R,1H.L:HF5GU4+EEW_XOF;\.W/6\&H9.0858+, MJ!2:5RO1A4VXY*EOI.2D6-4";*C MTBHQKK5DQ5$IN:&J6<)+*CDI%C5`G"PP7C0=<1G2NY,JS-L$Z8VK6>TL&H9.0858+,:0RM?M_8F_/J&3D&%6"U.E-+4CUOX91*TAW24%&+=K5@;-& M@ZQ:WOIFW/M5L,3:6PA2GUXP*ADY1I6@U:^7F6I)@\WV:YG)S'ZS1)<2"[L- M+Q51QY_>,QH8C099T1)S_V:)L>F_(O-<,"H9.4:5("]F/.I:F'(2#:,VHF6T MZP2I;[EG-#`:#;)R>4N+ M3$W,"I5XF=[4W<:X+CS:\5ZRE+@#H]$@JZ3WR4K)-PLO^&JC,%GMXHI0R<@Q MJ@1YA9?""XVI5:9&TG!U7\QJ(UI.KSMNOV.(76> MAL&"1W+5UR%F+?M>,"H9.485HYI1PZAEU#'J&0V,1H.L@-XRJWJ+Y^-7P4IC ML-5")=<,WG!8*,*B%+ MH9*S'*.*4T$2D:.4<6H9M0P:AEU@M2\;2](+3,-C,;85D85[Y!SJ@3G;%0A9UY< M$RH9.485HYI1PZAEU`DRP]1NDYQ9]9(ERTRKZ^1&RF&)+[44CB[<,FAK*?'R M<_\+GMVH)C9>&?1K0B4CQZAB5#-J&+6,.D%F5`K[I=:4!LE2:(PH,RJ]8M"O M@T$WJ@2D!N9"LA0J&3E&%:.:4<.H9=0)LJ-2NLS42Y:,2FEX6,)+*6SD<$U.NV!4,G*,*D8UHX91RZ@39(:EL*MF6"(TQK98E=7Y*U8[ M!*S7CDR5#M[!Y!NP5QQE&%Z]1'EX]Q(QO'R)&-Z^1`RO7R*&]R\%9D:H])$! M>"53R)(1:ITL7N+]3',\5@1>T"2,.^/J/+'E;TW/A`U29*<5,2A+ M#,H2@[+$H"PQ*$L,R@:F1['(U(PVM`MYBD&[P,*5^>OF/<02#4*CMY6 M'S%H1`P:$8-&Q*`1,6A$#!H1@T:!V>EMNG47]1?R9'Y[O4V>6@$1YP15@,)R M73BQ[F\7('OZU3DY>!0@,8A+#.(2@[C$("XQB$L,XA*#N('IZ6XH&:":[X9X MQ%"!PJ89[Z0"7W'XJW.V^)'9"B3?#Y&(021B$(D81"(&D8A!)&(0*3`\7S(6 M#C0*#(]DB0P:$8-&FB4:O>+H5^=LZ2.S&K&IS^1!(\J#1L2@$3%H1`P:$8-& M@=D9K/0F7\@6TEXY(5+AJ"H4E$_+=5'O<#/N?QHKDBLO([,*\@E`)@\*4AX4 M)`8%B4%!8E"0&!0,3-VG";D"TSXDPZ"1M)?3R+OBK$;!+FM;ZR]V2%P'ABMB MZ(G$H!$Q:$0,&AL2@$3%H%)B9K<&*B5TNAVR2%J9KTG>=H*/.<55FPG)6 M)#DQ>/N7@,\8II4S:^@@+9U&0%IBD)88I"4&:8E!6F*0EABD#4S-Z4#'P)3M M@';$4'Z!9:V(M\W9\@M^VI9?8+:+$H-&Q*`1,6A$#!H1@T;$H!$Q:!38U-V6 MQ9KTP>?0+>2)%=DFBU[0<(ZK^A.6Z<+3>TR5AF_6G[SXU&AK7H8:7MZ^8H87 MF09+KKX#O,F46)5A=8;A9::T+=YF2@RO,PW,:QM%P0M-`S1.A!E>:2IY&2Y4B1=/4%?R'E0K$GETO.R5&$0B!I&(021B$(D81"(&D8A!I,"F#C<7X"Z] MUQ.ZA;Q?K\/CY;"2%A;BU^?)]"5TE81<47KGK'1]NRB#U;9Z!Z:*#7H3@][$ MH#A.#WL2@-S'H'9C76Q5E@&I5'DH*4]/?,YNFSJSU\Z]._88O4%]# M*^OG^)RSYV_'XTMY\W+S\?W]\>GKL3A^__Y\36AS"&N9^.G`.84ER[Y<2.8(U^[U??N<(5N#W?C&= M(UA/1VNY"!:VT=HD;[+?6*9&:[D(%IW16BZ"NT/W_D;/S!X@XF_;Y,CAXF+O M[Y_D"&ZA1&NY"&Z(1&NYR*>+R_TG7$7!K>&V1!QI+H*;#/$Y.75P?R".-+O- M!D>*![;SY^#Y[WO_*'>.X$'L>_],=8[@L>IH+1?!0]+16B[R:8,CQ9W$W!H> M58[/R1T/GC*.(\UM@V>&0]%N]R^=5ZW^9XM]Z/.7[8H!XR[7M#C^,/HVNB MLG?Q.,9L#(X3U9*/>9?F-9VNON8VK[UNN1B:PXB7CZ'-M=_/W#%@/]=^/W,Q MM`E%\C%LA\+S\P/\'>*C=O[SL!^R MD1$1/\O-VV#GSOT>YJH&>WCN]S`7P\Z=^SW,Q;"FBCW,]2RLHV(/7`"Y]Y?H<037/.[K;`37.>[]]7J\#:YP MQ$];+H(+7+`'N?K$Y0PXGER5X1J&O5^2Y\_!=0LXTEP$ERS@K'E0]PORE:RT5P6R):RU4\;D5$:[D([CA$:[G(X6*S/V1_=@M$_&-.>-]*1/S3 M3CB"Y\/`2N4B>#P`?OBSENWR',>3&P]P!_C>W]',GX.[OG&DN0CN^,:1YB)X M"`GV+:O![AH:Y"H>S__"D>8B>,P76LM%#A[]DP$YXA#Q#PCDR&%WB=9RWP^>IH?6]Z#PP8C1=;%%H@4V4B)2)F-X)5K ML(39NMY`';SQ)K,'6U05IC0X4B!29",E(F4V@C>RX$ASK>'%7MB#K`9KC!1A M@CYQEGBA)HXT-QXX1/SK('FO#QN,%'A7'D?PZD2TEHO@%8EH+1?!^YAAUK.* MKC%2X#UZF<]!I,Q&\`YBM);;YK#&2($WE>9:PTB1C>`]M&@MM\UAC>\4[T'/ MM89O+AMQV,:_TYVW.:S1?\)D$GT_Z#_9B,,V_MW=F=96&"E6N5Y?(%)F(PX1 MEXT<5A@I5KE>7R!29B,.$9>-'%8XTG"];WJDB)39B$/$92.'%4:*5:[B"T3* M;,0AXK*1@Y]/R>D)`;+'?[4O)E18<12Z"=0,< MQ10YFX5\_OC^Q\W7XWCS]/7NX?GD^_$+IMW.I[O=G^Z^^GF[\(^7\-;`D]\> M7UX>[S$SATF]X\WGXY-/P*KEE\?'E_@/[-39S\>GWZ>IO8__+P````#__P,` M4$L#!!0`!@`(````(0"!J3)5PC,``!@/`0`9````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`V1MT3>I21+'T+OI4_PF#Z-^2H0/`&5K(ELB%1$ M:B(-D99(EY+L^+'H\8Y?<'[\D22W!2(;(A61FDA#I"72I20[?JS`TN./RXN? M9*7Y_8^/'_ZY^C+V.'I9B7E^7I$D>0EDCB7:=%%=WB[SBVHS&6DZ*R(UN6XF MF]3U=>ZZG8S4=9>2[.QQC.G9ZUD*SL\RD"LL!*=S6LR+5=4Z&"VP$)B,+F]O M\Z/;1*/YN#2;%VH5U="/RKJKCF0QU7WSE&G:L]-TZ3190+!N]`(B.`]((`B( M!GD=R-(.=!.)G4P5R7(:50>RL%$-^6G)3Y?ZR8Y?^KST!,9ZOIS_9%V7LV*6 M,?G9C6Y>/E^B<*94+N;%TV,=K1:IU7QV523,BJ].DC=!*E^:V//>`<.[J=QVM<***-HRJB+*S"KX2U/#`EE&7 M^^'J,*WGZX^2*J[9KQ65HEBZ*+&],5\>5(JO:FE&C M*#I>E/.@D-]/B=K:6[2,YN73%OIC3 MS72RTFA7<:#LZTSNYU?%55Q'J[E=LHT_8[%0:FS$/E"P^DD"%)])R M?")Y*RS9$RLOW(B0Z^D,%_/B=K*.`Q=YF&_*IU'P!2L]G2H.E%VNR;T3P'@0 MMM!K_!F+)4UK5CIC%]%->D+IC'D`9;&2!'"Z+X1%3';-!)3?\!=E/R>;AU)I M>#9-Y\OK-+4*UWWII%+9+L]:45IB3YFJU8'QWC4K(MBI[MQ/9"&4Q.;1IT)8 M.&4Q"RA[*D1DJ=[(U8687=EE72FRCJ:.*'LJD*]6!YJO3M'H*\N^5.79,WS[ MY2^LW:8=FM%^7,Q9EN&%6,:D8-HY91QVC+ MJ&>T8S0PVC,Z,#HR.C%ZS>@-H[>,WF4H3[8L%Y-RUDL=77]Y3XPHW0]@M&%4 M92B?_8&5Y26O+!59[:\9;1A5&0O+J?1VE.W2.AH\4MI#1*EEW;!A5 MBL9^)#\J>9(F1S7=&L(3-BNQ@.9X\DR7P>RV7`5S7T$;DRUD<803,GG( M>0<7'G[9P06$@U._Z\N`L/)5M&%4*>*BFC_VB"SV\$;[O-05Y8_#K?(5 MYJ)+@LG MEAGMB_,(3YAT#1:MKI(UF"*KDTH1KYOFCSU.BG73:#\>E:4( MZZ:B!%;13.YP4R87BV+!NC8K+8$-HXI1S:AAU#+J&&T9]8QVC`9&>T8'1D=& M)T:O&;UA]);1NPQE-T=TM>[]9^1%J87G;[INBE8)VC"J&-6,&D8MHX[1EE'/ M:,=H8+1G=&!T9'3*4![A!Y8-N(\H6NXNK8BVP,2N]7U6,:D6V"]XH MPLK`;H=7Q=YC:U;JOF.T563N>T6Y^V)!OS,K=3\PVBLR]P=%J7M:*!W-2MV? M,I1GL5@\ZC)MSHO$B/*']U6YP(U6CSV\@WM\;W3\PE/AI%(GX\-[_$Y&S:A1 MA$7%E$S:%VK5*DQ5;,)UJMI,6T:]HK,S[=0JS'13G-2@LDVU9W10=':JHUK% M^%T4D7F:Z?(?`V*S->>T4&1^3HJ,E\G1<[R_H'F0OJ;,L(!Y1];7A5K MN'4<^$C/:%9ZV5<1A9XQ7D9AQ@0U-G"\%O/]Y]94==NQVRVCW@:*VV)YOC-5 MW0[L8\_H8`/%;7$Y'TU5MZ?,1W;O0Q6[E\+(\U581&F#'%'ZX0ZC*J(DWC6C MA@>VC#H>N&74\\`=HX$'[AD=>."1T2D;F$=8^CWG9B-/A^)2B*AXNA2]ZCI: M91\Z\2?X9J554"FR2[]FU"A">S<]41;SXB.9UJS4?:?HH89YO/BV:F4'T2M* M9Z03VIF5SC@H,E][1@=%J7LZH:-9J?N3HH=.*$^SM,->FH47%U)`Z3-%D@FK MY`&R850ILO.M&36*[$;=,NH4V1U^J\C<]XK,UX[1H,@&[AD=%)FO(Z.3HO&X M\@@7NP.Z3,,"BB(<4/%,*>Z_ZSCPD6>*66EA5!%E-[0P8X(:&V@7TGQ97,VM M6:G[+B+9@)JNP'3G*5Y(-&-OOFS@XJIX/NS,2F<Y\UHT:1?4+=,NHB MNK%V9JM6YKY79+YVC`;VM5,R%G8WL,1>1;79L MXL#T0WI%MAE5,VH4F:]6D3UA.D7F:\NH5V2^=HK,UZ#(?.T9'129KZ,B\W52 M-/K*+[EB-X)N=L4FN#R^R@5&1!=I42^61?;7.A)F>E_>.*QR6.VPQF&MPSJ' M;1W6.VSGL,%A>X<=''9TV,EAKQWVQF%O'?8N9WFR']B)D(^KRJ0&E.QXKZ-5 M@C:,*D8UHX91RZACM&74,]HQ&ACM&1T8'1F=&+UF](;16T;O,I1GZX%=C07O M:D24I&;-:,.H8E0S:ABUC#I&6T8]HQVC@=&>T8'1D=$I0UF$9?7@=5$CSQ\O MBNSFM6:T850QJADUC%I&':,MHY[1CM'`:,_HP.C(Z)2A/,)8,:01IL=+\<$[ M/LPM[T2*[`FWCD@V!*=5%']D85;ZO*D8U8ILE=PHRMV7'UF8E;KO&&T5F?M> M4>Z^_,C"K-3]P&BOR-P?%*7N^2,+LU+WIPSE67Q@MP'+*,I6W%I(N\G%LHC= M.@Y\9%VN5F$]6:Q<*U5MY5HS:A2=7;FV:A5F*KJ(3E6;:5X M\2G"H+)-M6=T4'1VJJ-:Q9,JSNJD,J_&KZ37=S:71E[<%L.V`/8CM8S6T2I! M&T6V(JT4V29.S:A19.Y;1>:K4V2^MHQZ1>9KI\A\#8K,UY[109'Y.BHR7R=% MHZ_\@BJV&'1SZ8JW$B+*MF<6R^)NL8Y66/LY6_\;4S5+543)[DK-J+&!=J.E M=K4U*W7?L:\MH]X&.I\L[$Q5MP/[V#,ZV$!Q.RNNL:/)ZO>4.,!AZX9W3@@4=&IVQ@ M'N&B]Y^NA="]I]\,O`I(/OVPY_ZRR.]:K?`DFJRH:#=FI:FI%-FU7S-J%*7N M:=NS-2MUWRE*CYXW6M7*#J)7E,VX+#ZSW)F5SC@H.COC7JULQH.B?,9B,_EH M5CKC2=%#,^:9+_8>ILSS'L-50,E#9:W(;K@;1I4B.[F:4:/(?+6,.D5V@6\5 MF?M>D?G:,1H4F:^](O-U4&2^CHQ.BD9?>82Q"'2?Y,*+)WE`Q7.F_!#C*EC) M'L.Y:VNRTL*HXL#DAE8S:I[DOC4K==^QKRVCW@8F1U_^\L_.K-3]$%$6'+IT M]SSCP7R=F?%H5CKCZ;$9\S07.P6/=EF\@W`54/;P"@@;%'I4FVB5H$J1?0Q0 M,VH4F:^64:?(?&T9]8K,UX[1$%'RZ<=>K:(U4MJGVC`Z*SDYU5*L8/_HRE^K<&RWA.$WX8Y?::%\4@KC`I^]V MZU]'*W3@TZ6FR&[]E2+;@ZH9-8K,5ZO(?'6*S->64:_(?.T4F:]!D?G:,SHH M,E]'1>;KI&CTE5]J6(RV.C(Z92B/_`/[`T8'1D=&)T:O&;UA]);1NPSE"7Q@ MNP&_1!,O$OHEF>U.OR\SVSLJ0&_UE2"=4\L&'4,NH8;1GUC':, M!D9[1@=&1T8G1J\9O6'TEM&[#.5)3766?!5V7 M'SC$@;"RF],T4%'%5C6CAE'+J&.T9=0SVC$:&.T9'1@=&9TRE"=#NG;=]G]* M,D*7GSW^`Y+E\[0]0#]LMUY.5AKY#:.*4OQDE5PLV-O6,*\CRO*SN"X^3-B8E0ZL&-41X6?(U*HQ M*TO_XKK8GVW-2@=VC+;LOC>KU'VY#VI6ZGY@M&?W![-*W1>+H:-9J?M3AK(L MXO?`LDM*G]$CSWN3B.2C].G2X=]/C%:/?'"J5J&]I9]^4-EZGEJ1U4JCZ&PG MW:J5/U6GLDVU5613]8K.3K53*W0*%J'R;^L'M4I]\5:=6ME!'!2E`^F[HD>U M\L_WI#)O'%S#;WIWG4I!>%$*`:$4M,36XVC\U(4=[T:1A;92E/QX9$3XSJWZ M:M3*4*O(?'6*S->6??5J9;YVBLS7H,BL]NSKP%9'1>;KI&@\KOQB2S<(DN7: M-6\$1"3/0BNE>7&C6D>K^*%J^7MI&Y,UM%5$2<-3,VILH'P^6?Y*66NR^NW8 MR991;P.3L[HNMO!W9J7NAX@>V=[F&0_F2\ZDC-#19)WJE#G)TY?N,J3IXUT& M_(2A7#-(G_I=1Y1^TLJHBBC+3_"5H(8'MHPZ]K5EU//`':,AHF3W?<^^#CSP MR.B4#M@$TG*OKV*;;PWW-:,.H8E0S:ABUC#I&6T8]HQVC@=&> MT8'1D=$I0WF$'^C)Y;>BRYM\1$G'J%:&-HPJ1C6CAE'+J&.T9=0SVC$:&.T9 M'1@=&9TRE$>XZ,D?ZQBON5>/Z)&.T:STHM@PJAC5C!I&+:..T991SVC':&"T M9W1@=&1TRE">#&FA?Z!CO`XM=]HQ1I1U))>WQ<=,:[.R9`1?&*BH8JN:4<.H M9=0QVC+J&>T8#8SVC`Z,CHQ.&1:+OG]J$[B_OX[]_2,=8[!ZK&.,5GY;4\6I\`=<>@JU(EO3-XK.=E"M6OE3 M=2K;5%M%-E6OZ.Q4.[7"$L^6^=PQ.A%R.L9H90=Q4/=G#^*H5N%\RU_)/:D\ MGF]6"C'5':,:J5G7NKR'QUBLS7EGWU M:F6^=HK,UZ#(K/;LZ\!61T7FZZ2(.\8;:;3U^85/1_1B&WD183$M?VN2.L8X M4#O&8A=Z8[)>1E5$2?M1,VILH-LQFJQ^.W:R9=3;P.0"N2Z>OCNS4O=#1(]T MC#SCP7RY':/).M4ILWH#:.WC-YE M*$]JN@V07C:\#7##VP",-HPJ1C6CAE'+J&.T9=0SVC$:,I1')6W=TZAPZRX_ MRB_=O/7I:T8;1A6CFE'#J&74,=HRZAGM&`T9RJ.2MMN(RF/M]@VWVQ$5[7;Q MUTAKL[*;0/"5?&9;L57-J&'4,NH8;1GUC':,A@SE`4Q;Y*<$D%MD?(55R@T_ M,*>A64>4=67SR^(;.1NSTH$5HYI1PZAEU#':,NH9[1@-&TT2K]#-0&1L]E,VL&ZKECM&7/O5E%S\7G MMCLS4,]#AO*X2C_C/=I#GY/NT=P$],A'D]'JD493K4(W5)Q!I:JMWFM%U@DT MBL[V7:U:N3-UJMI,6T4V4Z_H[$P[M7)G&E0=9\I2<)LV>,DC9^1Y^Q%1VN!% ME#9XBNRD*D76E-41I0V>6MFIMXK,5Z?(?&W95Z]6YFNGR'P-BK@INY5.RRG, MD1=1$=-'F[(X$`M]6X7RWX.9E5X\543)0K]FU-C`,^Y;LU+W'?O:,NIMX'C5 MY]^DW9FJ;H?,1UYOTKAXD0T-37K)WP:4]DL1I?T2HRJB+&;!5X(:'M@RZMC7 MEE'/`W>,AFQ@'I4'>IQ;O\X-JL-$\;1A6CFE'#J&74 M,=HRZAGM&`V,]HP.C(Z,3HQ>,WK#Z"VC=QG*D_I`CR,O?I&EN_W%P2HBW'\U M-6M&&T85HYI1PZAEU#':,NH9[1@-&4RM+> M:&)V:GC)M$R$!L)*&&^9)H;73$=F/0W>+1V9^+ M>T20&"(8F.\:P9QD=8U@DAL$DQB".8V5#NFFN)DAL).NOA'8U$]1?&F7](0; M[^R"VR=ER<!5ZL$O^>!XA)8:01F9_IHZ0$D-(:2SB2`QQI+&((S'$D<8B M=L00NW1L$3OIF=RB%*$LRL"R^RG]4!G"%LV0L>E62=_+1B2C6;S;Y'TR@AIE MN[H05&((ZE-F0YS/S8:0DV>$G!A"_I39D(5LMEGYYC6D)/5=I"3MA)Y4SMPB MS2X"R^^Q@:5_LZYV^&DQO=00^6AG[0$B3PR1)W\(#C=/L@CLG98_TGHF97K((9W"7KO\=AG"2 M'<))#.$DAG`20SB)(9S$$$YB"&?*BG!*[Y(\E1[K0V<7L7&RV\Y*&3H)664L M9LMR08O*#,-@DH22&"J3&$))#*$DAE`20RB)(93$$$IB""4QA#)E12B+=NGQ M4'(?-;N(+.E+E1756JSE4)EA:%Z9Q!#.P-+>5%DQ1=F<)F::1428ID"$:0I$ M>+*SMZ!?G?1Q MNB)#TDZX&1*AS%!@V6(*GR"/C:@UF)N9,CN]:F)IPZIVQA!H\H>H1F;^$,+( M;"Q"2`PA)'^(%_D;)N8TK/)E,3]&H9](]^1GHW'YR5[Y2VUK-8M=9?%I,B(8 M.Q7[Y@0B&%C6L#)#!*>Q9RH?09W,]%)&4&D*!)48@CJ-/3,%XCR9Z12(<^JN MJ$7I!;06DT^59[((HUH,+/V<3^W2#_HC?5J-@LLOZ/RYHF:78X+!-H\,5D](X+1 MLUWUM<,0P6CGND8P)UE=(YCD&L$DAF!.8\?-D^(20F`G77TCL*F?(K#2$"2! M?71],`L=1![PP/(;9WL]#ES>Q!#2P/!WV&J'D!)#2&DLXD@,<:2QB",Q MQ)'&(G;$$+MT;!$[:0B2V-EC/G8*65$&A@O7[AW.YLDLF,D?34_/;V?S1,W" MHZ_X\!I!C5[LR8&@$D-0GS(;XAS-W*T:A)P\(^3$$/*GS(8L9+/-+HLOY2,E MJ>\B)=)4)"EYO)Q#%Y*7<^Q,["F$!U=@^&MH+5.4RDBS@7NW+S9!;:CCQVDO#DP=<> M?./!MQY\5\"B!*2G*4O@\NHGW`,__/WM^Y=/[?W'W\B"&RUP]XX[*W#WN6L MR*'T>LF5/*U-D"AJ*I39#BUR&.V,(8?$D$-BR"$QY)`8&CBYG+T&1F#V1E MZ=Y=9/E?>-P67]1!NH.[].\Y'(9TDQW230SI)H9T$T.ZB2'=Q)!N8D@W,:2; M&-)-#.DFAG030[J)(=W$D&YB2'?*BG1+^_M#Z0[]S))T$T.Z`TN^TH5T M3W;I.J[XBB0J8#+3*5`!Q%`!@6%O4NU0`9.=33&_+NY/*(K)3(>B*(BA*&@* M%,5DETY1--*HD\E,IT"=$$.=T!2HD\G.IEB4OY2"TIG,=`J43LJ*TI']B*1T M[,$>-BKR$HD,_TK6W,72?#V3[\)C"8\?\=%#0(D0PQV!&$HD,'PY3,>B1,@. M]4`,]4`,]1!87@]DA^030_*)(?GD#\DG.V2:&#)-#)DF?\@TV2&MQ)#6E!5I ME3T--ZUALR-/:V3R[37+*WVS$=\[&?.:;80ZFTEJ%G8KRR^K(.W1C>US(.W$ MD/:G3(=*B&9QNN+#-E0%N495$,-=XBG3H5"FZ2Q6](D8:H=F0.T00^T\95:4 MTU-F1871#*@P8JBPI\R*HIMF'?_VJ`@M"C!U712@;`RY!1AVC/("C`P%J%<] M[B(!)KO`N(M$9MMF**?(LG(BAG(B?Z@=\H=ZH;&H%V*H%_*'XB!_J`0:BTH@ MADH@?T@[^4..:2QR3`PY)G](*/E#$M.Q11)E#\I-8MRZ884.)+F+ MT(Y,M(N?V1X&BL%6_Y1+_(]Z>H'^28_ MR#80>' M'1UV20&')( M##E,69%#V'TAUV@/)T1Y:E>]HIDF>\\U557-F3B:805S8QI)H84DT,J2:&5!-#JHDA MU<20:F)(-3&DFAA230RI)H94$T.JB2'5Q)!J8DAURHI4RP9,DNIIEV4>=F;R ME`:6K'1P=XYV\K&,B"&*B!_J`*RPU5/#`DGAGR3/^1[LK-$7%T4/XF%=$]F&A9D MFQB235,@V62'Q!)#7E-6I%5V3)*T/OZ(#ULL>;H#R],=6/+L1KJ)(=W$D.[` M%E8J2#?9(=W$D&YB2'=@R?$AW62'=!-#NHDAW>0/Z9[LTG07W^U"NB>S)-W$ MD&Z:`NDF.Z2;&-*=LB+=LK>2I-ON^V'3)4]K9*B>Y!9/N^OX](1VUYDATV2' M3`>6[:ZS'3)-8Y%I8LAT8-GN.MLATS06F2:&3),_9)KLD%9BN(J)(:WD#VDE M.Z25&-*:LB*MLB'BIC7LE.1IC>RQW77Y^!R?FCRVNZYF#^VNJYYNAS+#!?Z4 MZ5`)T2Q.5U0CJB+J-AVJ@ABN_Z=,AT*9IK-K@#;94#LT`VJ'&&KG*;.BG)XR M*RJ,9D"%$4.%/656%-TTZ[B[7H06!9BZ+@I0-G/<`@R[/'D!1I;MKL\#S';7 ME=E6`>XBT<[RB[L(,903^4/M1&;^4"\T%O5"#/5"_E`0/ M:2=_R#&-18Z)(5[7#FN4J>^B8-M$5]^=LL3WUF&],OBVTZ,+?Y>8Z12# MLF2*O<,.RLY/<4S,=(J3LF2*UPY[H^R!"+U-=/7]3EGP752([!5YE[G\V5[Y MISS*LMWU"'%`.B%*(`Q.&$H@L.0$40+$4`(T%FDGAK336*2=&-).8Y%C8L@Q MC46.B2''-!8))8:$TE@DE!@22F.11&)(8CJV2*+L`+E)#%M#V;UZ$5FQ6*`/ MT:(=_B7/CF7Q71;D./C!OS3OR'%DZ:V<&7(\C?5\(]^3KKZ1;_*-?!-#OJ>Q MYR_SR4RG0`F0.Y0`,93`-/;,%*B*R4RG0%60.U0%,53%--:+$"IDTM4W*B3U M4U2(;!RY%1)VE/(*B2Q[FB\"Q!PZ(4J`&$H@LJP$B*$$:"S23@QII[%(.S&D MG<;B,B>&'--8Y)@8__/SI_NOO]^O[/__\]NS#E[\_XSE]A?W?A#_[>O_;R^>O\&WYNU?B#-F: MQ@1-_K#A;OPZ/6NOEHN[5WA9`RLK*/*J>%9>W*I4EO+GSO)K=O7*/>8;S]&:_Q*EX7`[7X:^0 M3?S9A'<:.%:'R_WN;KP@>(S<]^[&BX`UN;'=C1<#:W*#NQLO"M;D1G,JT?`/;QR6*I=W^(>GR>/L;KQY ML4]Y;-V--S'6Y/%U-][,6)/'V-UX`V--GE-WXXW,U2Y$\^*"M%Y(;CT-N;V0 MW'H:TGHAN?4TI/5"AK2>B&Y]33I1"2WGH;<7DAN/0UIO9#<>AK2>B&Y]33D]D)RZVFRQX`PUW8YO),9,-!N3/'2>["LB?J\GN`O+G:K++<#>VH3R?[-H@+NXXV;%!7%Q- M=FX0%U>3'9R[L2WG^63;!C%SQ\E>#6K>U5:BX1]>G:U%PS\\;2,:_N%IV+&X M02VY&G8N;E!+KB8;8G?C-@:?'\*,QZOL\[*&0[R6^<8&JWBTP-VUQ-K3$,IK MB8NGH8RNI28\#<>"9YROP>="?'K'B;)=2.UZ&N9;R'S>,P?:E6CC-^^*\X.V M%,WSB;)=2.UZFGP+#?<7?".)XRG?-L/YN1I*19XK^&81CT,>Y'GD+C*@X1$L MG\_R./A<2`UZQXEQ"\FMIZ&,%E)+GH:\+R3OGH;+:R'7F*?)=PQQ';GG+E\B M1&Y=3;Y,B-RZFGRI$/<>5Y-O#2)_KB;?'D3^7`WY6^+>@R^../F.*'+D:O)=4=PC74V^$XK\N9I\-Q3Y M%J2-U2\N>-0^KD^G,UI&XI^?/&X=R7N->Y M&D*RE+AXXQ"2I<3%TQ"2I<3%TU#72SP[7`WEOI2:]\8A[U>26^_>@\._DF/Q M-$QU)7GP-(19[F>NAI*^DOKTQJ$TEU*?#QSG$L\J5T/9+J5VO7$XM:67:X&F(FSP=70\SDV>AJ M\K,=J`G\1@0?B_Q\!VK"U>0W.U`3KB8_UX'C=#6D1YX/;CN)N,CS`7\OZ1[+ M0N;S\HZI)"ZNAEY=:L(]%OSR@-2$J^&G/J0F7`V_1"`UX6KRHRNH"5>3'U_! M->UJ\HLKN*9=K1,-__!RA-1)#X3?47)C)CV0JR%F/7`V7[(5< MMUY_A'*0WLG54`[2^[H:0BE]HZLAGA=R'7GS(F-PZ^$SI%W_+`Q^X2[N?CT-/RFY1QY=S7,-T?>70V_(CI'WET- MASB7X_3FPV',Y%B\>S(.8R;'XFDXC)G,YVF8:B;S>1IR-$>=N<M M;['*#S^L6]S(\,Z1.WE]")2>]AH23\R2\M$-.V9/P MI@XY8T_"&SODA#T);^Z0$O`DO*Y#0N%)>$G?L8*7PB$4 MGH+77T'QJG=UBX56^`'=(N2K6]SJ\.8:GF>%>5;N/&LH&U?!:_:06N_8\+:] MN]I5\-*].WEC'!\!WJJ'"#7DG;SJD(\` MKX-$%CP%KX)$W#QE!67E*FLH:U?90-FX"EZCB8AZ\^!MFHBHI^"EFG>-JZQN M4"%X;S*?Z>H&%8)7W[*"%]1"\2ID?8,+&6\EY3$-%'D3*BMX\RF\>0K>:7\G M[U#WQN!:O#%[*'M7P6OK[^3-Z3P/7D]_)R]09V5_?0MO7JP/4`ZN MRN`J!R@G M5]E>HUV\]KJB'LK.508H@ZOLH>Q=Y0#EZ"HG*"=7V5_CXS7\#"K7Z`'*P56. M4(ZN-;=>XDX1?L>X&--`Z5REAS*XR@'*R57V2U3\ MTJUX*`=7.4(YNLH)RLE5UDM4[]*[^S=0.E?IH0RN4J:RAK5]E`V;A*!:5RE1I*[2H-E,95ME?X MP"+\&5A1;SV4G:L,4`97V4/9N\H!RM%53E!.KK*"LG*5-92-JU10*E>IH=2N MTD!I7:6#TKG*]@J;UU?>\[2'LG.5`U\J!RA'5SE! M.;G*_@IKBBMOA7*`PAK)QE0I*Y2HUE-I5&BBM MJW10.E=I<=2M>]0=E,Y5ME"VKM)#Z5UE!V7G*@.4P5564%:NLH:R=I4-E(VK M5%`J5ZFAU*[20&E<9;^XNMLOO)7W`YRH732G.S*?D"YF8HCGCMVK#,B@,B([E0F95`(25"*25#*250I25"K2J32D MJ:SON5+"AJ[KS[0;9*O2([W*@`PJ([)3F9!)9:"F-K"#\3K;B(PJ.V2G,B&3 M2B!!T`0122H9R2H%*2H5Z50:TE0Z4G>:NB%-98VL53;(1F6+;%5ZI%>)5/>R MMM`JTE0V2*\R+D5`E4""\)\$G[]$E<3W))6,9)6"%)6*5)5(G3!IFS#<\Z[W M+B$251*25#*250)EP$E[EV&I&WG[9RD4J>2E3J02**T%[:Q%)*ED)*MT[/3H M[FSEN2%-)7SB&%QN&O?/.3Y29LK:90I4BX*VL2(251*25#*252(5F,13@*[/ M5?5F<@V7IC&-EZ9Q#;><5HZC]_\/<6\/WQ]VS\= M^OWQZNCRXC2_L>'^P^K;?.*Q1.7B[/*[H<9Y/?UYPFKCY-1]_GC?^/?P&``#__P,`4$L#!!0`!@`(````(0!` M><>FQ@<``'8>```9````>&PO=V]R:W-H965T?[?.BN[95>1@&G4\+=[G<+,YE?9ES"T'[&1O-TU.]K^)F_WJN M+CTWTE:GLH?_W;&^=M+:>?\9<^>R?7F]?MDWYRM,/-:GNO\Y&)W/SON@>+XT M;?EX0MP_'*_<2]O#'\3\N=ZW3=<\]3NN4_\^Z8_.6M?7AC_I28;:Q3FP%'IOFA:D6!X8P M>$%&I\,*_-7.#M53^7KJ_V[>\JI^/O98[C4;LF].>!/^G9UKE@,(O?PQ/-_J M0W^\FZ\V-VM_N7+<]7SV6'5]6K.Q\]G^M>N;\W]/L[`STQ$$\QY@0AJB!=/,=#]W,"-&(BG&.BX-^YV[:PW M;*;>\=47(_'\M2!1C(.O>/Y:D#LQ$,]/!;G@23$D4USVY?UMV[S-4*%8]NY: MLGIW`A@3622"'?,*Z;UGV@],_6X.161,!_K]WG%VR]O%=V3J7BB%5,G5-2*I MP;*5V8U-D)@@-4%F@MP$A0(6"'>,&4G\*S$S=1:S=#:48)J$E1&?U)!#8A,D M)DA-D)D@-T&A`"T^U)H9WVHY+B&38@]0EM!;[G3_0Z[#MZ]A@2)"8D(20E)" M,D)R0@J5:(%A+U`"DSG)*-(7LZ$DI>\9(7$M5LBCEN>8>3DJC0M'2$)(2DA& M2$Y(H1(M2KAHB9+1(4KI6LB)RS=J5D41(3$A"2$I(1DA.2&%2C3WL7U:W&=4 M=U^0X8CD.49(3$A"2$I(1DA.2*$2S7WLX8K[8D.\\1%N?ZSW+V$SG)4R]YBV M'I8@RJIPLL(>/V:>N]OHZ1F/2G)Y$T)28CH;=533OFXZ'Y6DZ4(E6O"L.9Q. M`QDDHWJ0G*S1M(PA>8ZY"7(E#[OPJ.3NC)TF%DJKX2SQ'>,H2828]S4LQU-! MO'$[SC[SGEQ[S\8W"K]0WZ/-"(XZRXPPJL\()Y@1.X[6"*+_P/6`Q!H@]P8E\MSC%TT$EK^;EBOU<[;ZLD63PIR M(A*!L/5*E%*430-95^%M7,-R/BE(,X5F1H^;G?TTDQW>$N"LD#9"@1"W1)%` M"%*BF*)$("TL;EY!&1V84U1HMO1`V"%O"82?_5H@'&E%Z6Z,@HK8,8G4]=QA M`5W7W(_%@A'1OVM]?**'*XE MZL]Q?&/3C2<%&7PBD)*5*479-'#HZE>^D1GYI"`M%YH9?0%9>V")FW<-6MP< M:?7'D59_!"7XV&69K(5%4":T%%LY185F2P^$-0J60$3_,.5%Z'"DU9_G&+,8 M"2U1?\[:T1HT`9J@;AZ$_-1.@[J>G,C M$193:6Z,1CD26D@A5B1\TE+ MOK'XZ(WZ_-F;(7PYFEVL0-HA1.YW(J'E8_PXF[2S%UJB3#S'W)(2:4:I"8&4 M?,JDUKLORXV7;7QC7RVDF>%E^NSH'=:'V44[+YOV,JIK4*SI0>H-U,DP&_-%=7"7."7S?Q^\%RUSU54G4[=;-^\ M7K#0:Q\]XXCY+3?F%=?<0Y2&!/??#S8>8L#P,D,_=&&(.6'R58`+(-4@A,J8-LYE>"@"MBN3B4XKP*V MDU,)3B6LLDV"-@F^#1];QD*C-8)O-@DZ(/AFDZ`1@F\V"?HA^&:3H.^!;S9) MZ'CP;=@AB&\>?+-)T%W#-YL$339\LTG0:\,WFP0=-7RS24+'A6^V0L`G'7RS M2?#E!M]LDA22U"K!=QQ\LXW!YQI\LTJPV/:U7L)G6['C'@$^VR2X+8#/-@DN M#>"S38*[`_ALD^"&`#[;).$ZP!4FS=S(#W#S1GGF![@VHSQ$J=EBC[8!;H"H M?HP"M/$$Y6?C*8K/QK-MD-EXCI(<^&),8?P8>"V?JS_+]KF^=+-3]83-?#E< M:;;\=T/^1\_/@=ECT^-G0'8DS([X?;?"K=OR!E]63TW3RS\0V&+\Q?C^?P`` M`/__`P!02P,$%``&``@````A`/XA?/6_&P``0XH``!D```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``GB/L^^+BX_U_!=^5=\"5J&P%:&^LHT%)"3-(89#'(8U#$H(Q! M%8,Z!DT,VAAT,>AC,,1@C,&T`$&@T1,L`RT7L\,8DQ87\_KR.@S@9BYSMMX' M?4LD)9(1R8D41$HB%9&:2$.D)=(1Z8D,1$8BTY($$4:':478870MJ)=E?Q'' M>"[EQKI]J?55?"7O"^TO92(9D9Q(0:0D4A&IB31$6B(=D9[(0&0D,BU)$':$ MS`J[P[NP2ZPV,SF;;ZUX+ M20/(B.3DNMB74=?KJ_/0=;DO)*XK(C6Y;O9EEJXO0M?MOI"X[HCTY'K8EUFZ MC@(R[@N)ZVE)@CIS:7I\2WAV\>%B?P_H"H2UY,FR3M97T5WA=BYT/B>*NYL^ M(AF1?";K\_WX6U"9DDA%I"8_#95IB71$>O(S4)F1R+0D0;!Q)[T,MC0$A\,0 MS^0<+6U_V:^OHH%T.Q=:(S7;%SJ[N0FOLM1[NMK=O5^=AFHVJQB+Y4+)B13O M.4QY\#`5.:V)-.\Y3+L_C/[D]2IJ6!WY[HD,[SG:^)ZC34O?066[G-FJ[1T/ MJ]LCU+?4P]8CU*Z@5$I=[5'FT;("&17LJV1?%1O6C!KVU;*OC@U[1@/[&MG7 M%!B&$7:I5MQYK:\_(!S2M-PL1-2V!*&5[MO-^BIJ-UM?ZER[HI11QBCW:-F' M<:F24<6H9E\-EVH9=8QZ]C5PJ9'1%*`P_BX#6\1_'_0Y,T,B(-?NQB4%J(>P M1[N.NJ.ME)I[J_7Y*NRN4M7%<>91T`+F8RU0H89N$H,T8#&XZ,IL`PC+!+X*P(SXE=$.$9 MK3&(:%]T'5WV6S=!Z>KA;#>(G\7-)E5=ZBD3I-U7SJ@0A`:CAX^OWE)+B?M* MD+JO&36"#KIOM92X[P2I^Y[1(.B-L(RJB^-)T,YQ6&DN2[0J;@TJ;$2I- M_&[Q0,37D*"4429(?U;.J!"D#;%D5`E27S6C1I#Z:AEU@M17SV@0I+Y&1I,@ M(\(N;[0B[/-)];MQL^0\6M"TLB\UCQ:K=32:I.)%^ZK,HZ!CFKTL4*&&!YO% M_O!2YQ6[KQDUZGXWHQZ?=ZNZ..[82\]H4,,#YSUJ*7$_!;["9N$21ZO2YH0R M:!8S"FYB/=(:2-UC!U>UBC*/%C60,RK8L&14L6'-J&'#EE''ACVC@0U'1E-@ M&$;898M6A.=('7<,QH$'3SO44N)^TF0T9>YK,^JM#D;#"IM M1L%H,2/4D!PJ71'*!.F/RQD5@M17R:@2I+YJ1HT@]=4RZ@2IKY[1($A]C8PF M01SALS>RYQT/LV>/HMPBFLG;2BG)+:+40F6ID\RC9;_$J%##`YUNJ:7$?<6^ M:D:-&LZ92WC:K!3A&45C1315MO6&^[$BFF),59?ZSP1I\\\9%8(.]KFEEA+WE2!U7S-J!,E8 M$9UWJ[HX[@2IXY[1(.C@>8]:2MQ/@HR>[(V$&T^9J=)FM!PK?*GE6,$H$Z0_ M+F=4"-(^N614"5)?-:-&D/IJ&76"U%?/:!"DOD9&DR`CPF\DW&><<'L4C171 M\Y.ME)K'BK/H#BM56:H_\VC1">6,"C4\T.F66DK<5^RK9M2HH1LKXM-N51:_ M'3OI&0UJ>."T1RTE[J?`5]B3O9%N(X#4*'QNO9@<]Z6"L<*76N05OE10)W.I M!2K85\FH\FAA6#-JV+!EU+%ASVA@PY'1%!B&$7;IJ7&+>C:GK1GB:*VW*HL?CM! MZK=G-`@Z>-JCEA+WDR"C'W.YL55E<\X<5-F,@I'"9];:BZ9GA#)!^N-R1H4@ M]54RJ@2IKYI1(TA]M8PZ0>JK9S0(4E\CHTF0$>$WDNTS3K8]BD:*Z$9C*Z5\ M5A'>G:>J2NUG'J'="LH9%6IXH,S.7%5I.8\^6@2?@4>CE.>*2#0GI&*/,HJ)*YU`(5;%@R MJMA7S:AAPY91QX8]HX$-1T938!A$V*T?L"*\XV%.(0B-11\77,=/3GVIY9-3 M1AFCW*/EDU,N53*J&-7LJ^%2+:..4<^^!BXU,IH"%`;]C51Y/>>RR\O:H[`? MNHGFNK=2RL^%ARTZ556:7.;1X@K/&15JN*AQ>D"DI<1]Q;YJ1HT:[F;"P[-N M516W'?OH&0UJ>."L1RTE[J?`5UAA&.;-5N)XU$IFM)S;6'NTZ(<891X%53(; M+E#!AB6CBGW5C!HV;!EU;-@S&MAP9#0%AF&$WTB3UYPF>X1Y$JFY+:.44<8H M9U0P*AE5C&I&#:.64<>H9S0P&AE-`0HC_$::C`Z7KF&/%BM>I92BE%'&*&=4 M,"H958QJ1@VCEE''J&QKX%(CHRE`8?A=TKIH1+*J;#TGLT%C\?DM MJD-O2&F=K#=T=V/[4KQ0UI?"G)*[%[F*UN!D7EZ,Q#FCXEV'*@\?JF*_-:/F M78=J]5#ZVWG%++OO&0WO.N+XKB-.@?NP^M](T5WW%]]IS2BXTYH1ZEK:2>H- M%Y.%F4=!9*'9^>D:#&AYP/VHI<3\%OL)* M>R-C/^>,W:-EMR1HD0`RRCP**F5VOT`%&Y:,*O95,VK8L&74L6'/:&##D=$4 M&(81=KGNHEN2<1\/'.*^R"/7Q+0OHF6SOI0\L(CO"U+5I?XS07J;E3,J!.'$ M]/#QU5MJ*7%?"5+W-:-&T$'WK982]YT@==\S&@3Y!R)Q6$;5Q?$D:.M92XGP)?8:.(I@'V/1FG M^\@$72T&8X5'&J%42BG*/`KJ9#9.M+H2?:S42?1>E?JKK4?R9(FW_.J!!TL#,O MM92XKP2I^YI1(^B-\VY5%\>=('7<,QH$'3SO44N)^TF0T9.]D=BC)Z*>;$;! M6.%S?>U'4V^X&#XR0?KCYCC*'K92:,XOS:%HM55FJ/_-HT0GEC`HU M7!R=[Z#\.6JW5[&OFE&C[EUKCD^[55E.NV,G/:-!#0^<]JBEQ/T4^`I[,I?D M6E4V)[]!E?E\>/&`^]PCC5#**/,HJ)/9<($*-BP95>RK9M2P8T<"& M(Z,I,`PB?/%&NKWC8;KM43161'/56U]*QHI5=(.5JB[UGPG2YI\S*@0=['-+ M+27N*T'JOF;4"/)C17S>K>KBN!.DCGM&@Z"#YSUJ*7$_">*>[.*-='O'HTJ; M4^3E6.%++0:&E%$F2']!3A&45C1308;+TA1B?7Z9Y%-^BIRE+]F4>+3BAG5*CA@4ZW MU%+BOF)?-:-&#:W3;E46OQT[Z1D-:GC@M$ZGP%?8D[V1;%]PLNT1JDS\ M;@4MQ@I&F4=!G!Q+ MC6)&T5@1/97=>D,9*Z+E@ZG*4DV9(&W].:-"T,$NM]12XKX2I.YK1HT@/U1$ MI]VJ+'X[0>JW9S0(.GC:HY82]Y,@HQ]S6:]Q`W4Q9\/+&RB/@I'")]O:BZ:^ MU&+PR`3IC\L9%8+45\FH$J2^:D:-(/75,NH$J:^>T2!(?8V,)D%&A-](MB\X MV?8H&BFBRV-.M+ M84Y1ZC=EE#'*/5H^-^52):.*4QKX%(CHRE`8=!=SFKU]',N M&_3T/B\.9C=HT>R%+X7K5JOF)I[ZTU)2-9E'P8J2]464!^:^5-`>K"/2O`,?]"HI>2(4^`KJ.;+-_+U'0\3 M$X^6O9<@[7%21IE'BZ4=N4?+VF+#DE'%AC6CA@U;1IU'B_/JV=?`AB.C*3`, M(_Q&7>HS6JYY]J46*&64,8 M@G0]\)91RBACE`?XHD@T\9UJ";EZ M,T6[^[_5Y3IJ&+F6@%'X,Y9)RB6..N^O?\DYBD=N(!>4"M)YBDP, M-5W)!7%N+W:RC`KEU-DLW8="7=YN+'\DWFY<>X39C?UV+Q__G:_O?_QX^7H M[NG/GZBD-7:.^/QQS_U'?2Y7R6_PCG82*1A]\;V?75\6*?@0T&^[-A/Q#0RL M\INS9#++KY-IUZE'?GX[QRGM6G,D;,Z3:=% MC:5L+B^2#3H"MME"<7T+*^@!<1Q+04>8N)Z&;=#YX0PL!7?"?N M=HX5W%DG[JZ.%=Q-)^[FCA7<5"?NAHX5W#6C\BUE>W&=N/20;0HH+MEC!2FPHFP1(WQ<+GAEDN7`>6@@E@Q&TW*$(2X60J>(2%NEH)'28B;I>!9$>)F M*1LH&U/!]2-NEH*'^8B;I6"E2^(66W#;QH*7Q"VP8`4+6Q*WSH(5K&])W'(+5K#, M)7%++%C!.A8,]9:R@;(Q%:PA2MRB%/:&M4*)6YO""I8,);FI8.50XI:EL`V6 M!B5N=0HK6#>'N%D]'Y;/(6Z6@E5RB)NE8+$#XMQ$3=+P:); MQ,U2L/86<;,4+,%%W"P%:VP1-TO90-F8RA:*6S#+UP'6,2-NEH+ES(B;I6!5 M,^)F*5BVC+A9"M;T(VY6SX>E_8B;I6#M/N)F*5C"C[A9"E;R(VZ6@@7[B)NE M;*!L3&4+Q:V^M^*&<<%4\'($XF;9X!T)Q,U2\!($XF8I>%$(<;-Z/KPOA+A9 M"EX(0MPL!>\%(6Z6@M>#$#=+P?L_B)NE;*!L3`5O7R%NE@U>LD+<+`7O6B%N MEH)7KA`W2\&;58B;I>!=S<2])\@UAUZ("MX33-Q;PVR@E\>)>XU^I8P6MT.(ZEX/W8Q+UIR39X-1;'L12\(9NX M]R[9!B_*)N[U2U;PY6RT+6PC@.%9?A;?_$5%+P8O[B(&EX)U[',=2 MMFN,3)AQX7/#V^HXCJ7@W7,$XEK+! M&6S>.(,5KC?KW+#K#\[-4K#Y#ZXW2\$>0&B-EH)-?O![+`5[CB5NWRN^#K#U M6.+VNF(%>XPE;LLK5K#56.)VOF(%.XXE;K9M26XJV,,M<3N$L0TV:4O<1F&L8/]"Q,VZ%\,VAHB;I6"[ M0L3-4K!K(>)F*=B\$'&S%.Q.B+A9R@;*QE2P,R3B9ME@!TC$S5*P$23B9BG8 M#Q)QLQ1L^(BX60HV0T7Z(B;I:"O4\1-TO!%JB(FZ5@)U3$S5*PU2GB M9BD;*!M3P3:SB)ME@^UD$3=+P:ZRB)NE8'-9Q,U2L'LLXF8IV%H9<;-&#.RP MC+A9"C921MPL!?LI(VZ6@FV5$3=+P;[)B)NE;*!L3`6[5B-NE@TVIT;<+`5[ M5"-NEH*MJA$W2\%>U(B;I6"C=L3-NA?#?NV(FZ5@7W;$S5*P/3OB9BG8I1UQ MLQ1LPXZX6\3-LL'.]HB;I>"S#XG[ M\`#W?/CZ0^(^-L`*/O*0N&\.L()O/23NTP.LX),/B?O<`"OXI@.>AEC*!LK& M5+90W`<:V!L^G)&X[S2P@N]G).YS#:S@,QJ)^T0#*_A.1N*^U,`*OB*#N%D] M'SXF@[A9"KX9@[A9"CX=@[A9"KX@@[A9"CX1@[A9"C[6@[A9RA:*^]X+_QY\ MAP=QLY0)F*?BB'>)F*?BP'>)F*?B^'>)F*?B`'>)F*?B4(.)F M*?A\(.)F*?A*(.)F*3D4]VTZZWK#N&`J%6PJ4^GQ2`^?JV1GPTWBOG;)PHA' M?:8P(3LV!7R9$K_%ZET+*)6IX*N1J!O+!M^`Q'$LI<0#./,$*N3ZIE#C\:@I M-#>)^VXH__H6CTU-H<.L@2EL\/C1%+8WB?MF*A\CQ6-)4\@PFV$*.1Y*FD)Q MD[AOJ?(Q-DB(K1:V17IO]4L%IC$LWF#:P>(#IF0LOL7P8\T$%!A(+-Y@*+7X M@$%QQT_V*>O+YX^_;K_==[?/WQY^OAS]N/^*M0JGNV]Y/S]\^[[_G]>G7UBH M=GST^]/KZ]/C[I_?[V^_W..C\Z?XBO31UZ>G5_D?!.[DKZ?G/UZ^W]^_?OX_ M`0```/__`P!02P,$%``&``@````A`/^I'XF="P``MS$``!D```!X;"]W;W)K M&ULE)M=;^NX$8;O"_0_&+[?V))LQQ:2+*)O`2U0 M%-OVVL=1$N/$5F#[?.R_[TN1(W(XW#CG9KUY9CCDD$-R2/'<_?[S\#;YWIW. M^_YX/XUNYM-)=]SU3_OCR_WT/W]4OZVGD_-E>WS:OO7'[G[Z9W>>_O[P][_= M_>A/7\^O77>9P,+Q?#]]O5S>T]GLO'OM#MOS3?_>'2%Y[D^'[05_GEYFY_=3 MMWT:"AW>9O%\OIH=MOOC5%M(3Y^QT3\_[W==T>^^';KC11LY=6_;"]I_?MV_ MG\G:8?<9NW]]]V_>$=)K[LW_:7/P>CT\EAE[8OQ_ZT_?(&OW]&B^V. M;`]_"/.'_>[4G_OGRPW,S71#I<^;V68&2P]W3WMXH+I][Z>/4=HFF^GL MX6[HH/_NNQ]GY_\GY]?^1WW:/_UC?^S0VQ@G-0)?^OZK4FV?%$+AF2A=#2/P MK]/DJ7O>?GN[_+O_T73[E]<+AGNIBNSZ-]2$_TX.>Q4#<'W[\WX:HX;]T^7U M?IJL;I:W\R2*E]/)E^Y\J?:J['2R^W:^](?_::7(F-)&$F,$O\;([4,JD4L'S9`&A6E MS=TRQ!D531*L^F/HQ9L5C\]B5*+A+06IA.EZU'%-WW+3S:A$IEN7,.=5QF=W M"')24>ZD)DMD(J-+R<*K-]=*"ZS,HU*\V?#&%48I&?:7)%ES<6G$.EE1,5X9 MLAB7K?HS]32\GMA;'EJW'M8CV/X"/:(H[Q%-T"/4R;DF"TL*0^)1IS3$.E,) M4@L[C;#3NJ58\R,,4:#]`^8.&+1";(S#E2R\\WGI62Y.Y(ZQ8M;(37I/7ANM"0EJEKN>3QT))\J(OWC4HM`GVC M,PZ4HQ'-(HW0-X1R@]Q92\@6+`E9KRJ):D)V!6@(65LMH<$6=T1E"-:1(8J3 MS5]N19%.*)B#)L=@Z_322^%S4Q"![83(4LQL;B6:35_&.%B)Q1C2*YL"4)E1)5$M42-1*U#/&.4:F. M[9AQ5N@,B,T*C=P#1B10(5$I4251+5$C4Y3EI?;B$%J2EE^LH\3;'DN3. MIB;E$A42E1)5$M42-1"U#W!&>#HTA M.*8YU.HL-LC9+"4J)"HEJB2J)6HD:AGBCO#TY>IF*=.:6*.E7>ER@[!9#K-] M'GD)7&$5J)]*B2J#<&PGK=IJ&!ME8!2K3,L2=#Z<\L4QY#.(GFI5WILN- MUI43#6GI;4NLA27)[>RL"-D^K@E=V2*U*PNL_N,:D43>2M*2+;E3)CR7HC@? M,-]@#'+/+P:Y.R4AN[N5A*QOE40U(6>G)&1MM83D3IFHM$>N/`/V'%&:]U.^ M4ZZ\4WAN"F(;^:!C"ZM%T5@:A#624"51;0OJ_=*+M,;*R4K+K+`P3\+ISH`] MWW6ZX^Z71LO=+R4J#6)>:5L.JF7!1J*6V>*.A-.=1.78%T]BWB#/MY@R=9?;.8MR0-;ZZ]E7NKFP?L681#;DCT.SOJUX(G9T,<^CU%YH(8L004!_KA('W'I*IN4+5*\:)#\,;I%BT(2 M7)ZB3<-\]AL%][*@>SDD>5!20*)"1[8`TR+0A)L(:C!2%)!8E:QT(M6&+P0Q*LSQB;D"1+$K0MU-?('-"VD`0I`MH6 MDE205$%)#8G:366KD1F@;4%)O(%DR(;%:$=H=2@(D;2BU2$)LE*T.B1! M*2`I@A*)Z\=<](".?#FXV3?GBO_[CHS\V3+_T%[^AQM,!S;/P#B0XOW.;J ML>MSWU_H#U7!^$\N'OX/``#__P,`4$L#!!0`!@`(````(0#^NQ<``-=L M```9````>&PO=V]R:W-H965T8_R#H M_5JJ55+"]H5SSZP4,!CN]G>"D60D MR0SF0KW_YU_W/T[^V#\^W1T>/IPNWIV?GNP?;@]?[AZ^?3C]GW^U_[@\/7EZ MOGGX'IX^G'Y_?OY9G)T] MW7[?W]\\O3O\W#]`^7IXO+]YQC\?OYT]_7SGV_/[F_N'DZ] MA^+Q5WP3>KN__15W]S>/O_W^ M\Q^WA_N?4V7YU=G<'3Q_=?[M`"%_:3Q_W7#Z>?%L7UQ?+T[./[.4#_ M>[?_\RGZ_Y.G[X<_N\>[+]/=PQ[1QGER9^#SX?";,QV^.(3"9U2ZG<_`?SV> M?-E_O?G]Q_-_'_[L]W??OC_C=&]O#Z1)'N/OR M_/W#Z6K[;G-QOEHL-Z25+]?G6A>65XV$`S37%K];T]:8A4G,!_&J!7VR:B]E0D^U^Y]?J^^9[W%S3ZUOGF\^OG\\_'F"X8\Z//V\<9/)HG#NI(]*=(^] M%H/GUIE_AS,.1@S,$N!U,.KB-PAI@=`X=S]K<"Y^Q=X+3%I8(0R546)+70(G4. MFART.>ART.=@R,&8@UT.IAQ<1R`)$CH4!6EU?NQ,3L9<%W6FY546A-+;+%?' MP%5$:B(-D99(1Z0G,A`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`Z)YO`2S%+$K#5>7;2JV"EL:H9-8Q:1AVCGM'`:&2T8S0Q MNDY0&F27Y$1!/HXQG_PDW<6C.!O#C1#7@R)4,VH8M8PZ1CVC@='(:,=H2E`: M`ILU%?/:&`T,MHQFA*4!M"E5G\G@#X52P+H41)`C]!H;4Z](-0(2J+EK;;Q MY9#2\4X*PDK=]XP&0;A,J]48K,*)75YE*?DN6&G!*4%I`%UN%P7P.`_YG"\) ME$?9M3X[>K7P5MOEG,%M-^^R>;]6`UREHMZ9635B%5W76D6O7MD[M?)7]L4J MZZJ]ZB&+&!2%+&)4].JQ=FJEQ\INU$VJAXN7V?-FGH7` MF7XXW6*JB[I,EK-54G![*6N'=UG7K-4@=9/W/+&*A[6@M5^5K+.9M`NR#KB> MG0R,QE#0K4HVV6)H%V3U.R5.TG"Z5-@8R$N?(L<#61#"J7XK1=&,IRA8-8*2 MT'CW"(WZZL0J0CT7'!B-7'#':$H*IB%PB:\5`I\0)R&0'#F>J%>+[`14N'$Z M]SN7V_+YJ47.)D3J3]Y),@P%^3DR7^ATXG<=$J!>41AL`Z-1D?C-5L^[(.NY MFA3-?M-@)JN`:(8Z9O?JI%QZE,Q0'B4S%%DU4C`)C;>*VMZI51P.L8K#06CD M@CM&DR(C!$F.'H6`R,=7/OF.!Y2@;';*AG,E5C([46\R MG=#L)%;Q$%3D9Y&L^W5!U=/>*XI&(Z-1$1+:T+L76:Z_"U;J?E+$`W3U0DX^ M\ZQ7^3PZGJ/$*LZA!$56C:`D0)*3AWFE4ZN`>D5Q5*1@0*-:A8([1I,B(P0N MU3U.TVZA[!>Z*Y\")[W*HVR.RM;OE1245=XJF\)JE5^?H\0J&8J2D_LU7G;4 M3@I$`[5G'P.C,11\M5<=#QYZE4>^BNE`=9FN%5*?`2Q9GYRJ-LKLIN#51B]5(F93KA MNZ"&GI37+4TE"Z-MGJ33Z^3 MWN11-/M4*TG"HSQ*4&35"$H"XPM&3>_4*DPUO:(X&E(PH%&M0L$=HTF1,4>Y M3-4*@<]@DQ!XE,U1V36H6HG5"WF4RK`*5QKN3=Y),@0]PGB;[T>D"4\G;I/1 M2#X&L8K\8]5QP8#1RP1VC*2F8AL`EF58(?/*9A,"C9&Y:K/-5GGL1!NV-1D_- MJ&'4*O*SQ"KSVP593VRO*`RN@=&HR/O=9M?*79#5[Z2(QQY>8$FB]=83L-D^ M39T$11-.)2@.&:.&42MH&UZPZ!CU@B["`YR!?8U<<,=H2GPE'IE7\:0F];]:J'<3OPL4:U M>O58.[628^6WO";5YV.E44UR])CMYXX8N@5> M],CZ12EF"$0P6RTRJRI8Z:Q1,VH8M8PZ1CVC@='(:,=H8G2=H+2_N;0Y"JHN M@#`W4;^2I#LD4Y58X;%/B`I9-6S5,NH8]8P&1B.C':.)T76"TJBX?-2*BL]3 MXXOD6E!XZ:EB5#-J&+6,.D8]HX'1R&C':&)TG:`T*BZWC:)"`S![0=B]3)G= M.!84O\T@R&4LQ]E[E<^8=;#2GM8P:AEUC'I&`Z.1T8[1Q.@Z06D`76+Z=P+H M$]FDNWF4!-`CO*_A\N/E^2);<-7(.]UYB%[H:!BU@J(7.KI@)9ZSVQE],-"S M,C`:V?,N6(GG+/N;@H%ZODY0&E>7CC4J"L?: M*7KU6)-:Z;&R:^&UZD;V\L+B8LV+"T%)6BPKB9"WUF)U$=VG%H3)6WM&RZA3 M%'SUBD+^,2@*OD9&.T7!UZ0H^+I6-/M*NJ?K;%;WG'F:*0M*%_#+_(5EL<*` M<*-GE;\>7`==0]0(BM*]EE$7"LZ.\]O+?=#5\1D:[4-`[SB:2*>CJ^#KQ MDL83W=>,I^-9/#V*<^&-1PB>'JIFU`A*XN4+1JCC@CVC@7V-C'9<<&)TG11, MHY*M''02W/`*09"+\'%^6RVSZ:L2*R3D_IRE]W/J(&L<&T5A.+6,.D7>[R*[ MU]D'6?T.BH+?D=%.D?C-FC,%6?U>*S*&;+;6.`;3W_:.KR@;CQ!,]5L)0N04 MU8P:1:%5+:-.4?#5,QH4!5\CHYVBX&MB=*W(B,H+BX4-+Q8$)1/9-CO5E1BY MAW['?LC76;'2V2Z;#!N1HV'9,NI^Z5!]>JB\:P[L=V2T^Z5#3=FALMYZG?A- MQ_D+:Y,-KTT$);.?MT+(0]?T*)H0&RF8Q-1;1:@3J\A7+RCR-;"OD=&.?4WL MZSHIF$8E6YL748K-D8UHX91RZACU#,:&(V,=HPF1M<)2J/B,G\C M,=[X%4$RC7D4+>4KL8I0S:AAU#+J&/6,A@2E+7DAQ<="B*[Y@N+S2ZC6@L&J M8=0RZACUC(8$I2W)R# M@7H>$I2VWF6.QC#$\]S\U`IR3R2.E\35,EO15V+UQ@)5K?PZ;GV1/0EI5`]K MQE91R",Z1:CKL49TD>[5RA]KL\F.-:C.:T9\BF$'A_/6V12;2H3''Y4@/*;0 M\U`K"EE.HR@TJV74*0J^>D7!UZ"(TZ/M"TGCS+/.[)-&=ZOH&-35,GL`7TG! MBRO?OR^6V9/<.AAHZQM!T76Z9=2%@G/_OKS(4K,^&*CG(7&3]N\L+WQS='.^ MN/4(`='C58(NP^FH&35:,/2)5E`4@HX+]HR&Q%?:0I?]Z`AVI\._)K3U25%\ M'164K:VRX5")U5L#V+N7.TRX*9K-`XVZB4>P+Q/='NG4ZHT1G!YLG;^[-*@; M8PC'R5<4'EE$7"KKQN\D?5_5!5\=# MXB5M=9Q;1:WFU`JOM4FKU6VE*+J=PJ@1E+3*^XI0QP5[1D/B*VU(G%I%#>$, M"D_074.RRVPVO59BA;[CHKRXR%^"J8.!QJ,1%/7*EE$7"LZ>K[;9^J\/!NIY M2-PD[<:3_GAV>FOZGH$80?K6KU>O3;W:P]65VGV-0-SS]XNE\?/KUXC3C[#3[G`K1T;-5B56TB*\%(>U0 MJT90U*R64<>^>O8U)`7]:?;;+/K-Z^[WC]_VU?['CZ>3V\/O#SB+2SQP^/C^ MR&6#Q_6J^`17J&*FX(E^X9YX&\IF6[C5,BO]Q:)P=64%<2]LKK+107)=AI8/B>@XKY?8*=9MG@ZP]F)E1 M`TO!_(L:6`JF8=3`4C`;X^1;"N9;PN467&OD285+,5@IMQ=%B:L7 M*T@4BMI4D`\4[NK)99`6%*VI(#M`W:PR2`)0-TLI4>O2K#5RU:(RE1I*;2I( M3%%K*P8ME-94D*86G:E@<8GV6#T$RTJTQU+*[0KML7H\5E6HM:5@[81:6PJ6 M4*BUI6`EA;I9"M9+J)NEE*AU:=8:"WO$VFI/#<6M;+D?8!F/6EL*5O.HM:5@ M48]86PIN:!?N_BP?!_>U"W>;EA7 M]U)8P4TNE)FO2C0?G",&5IEN>XZS8"EX7H1:6_,KG@NAUI92HCVEV1X\RR@J M4ZFAU*:"1Q>%N]7.+<43C*(U%3S(*-R-=RZ#AQ>%N__."IY;(&Z6@D>U.-O6 MQ0I/;!$=2\ʃ'4DK$K33CAF>)B($543PS1`PL!8\.$0-+P1-$M-12\*00 M+;44/#!$2RVE1'M*LST5%/=LF".*Q^FHM:7@J3IJ;2EXN(Y:6PJ>H:/6EH+7 M/@KWW@+7`"]\%.[U!5;PWD?AWF)@!:]_%.YE!E;PRD?AWFE@!2][(-FPE!)* M:2IX?Z:H3`7OS!3NG0X^#EZ6*1I3P3LSA7O#@\O@U9G"O>C!"E[`14NM^0VO MWJ*EEE*N75IESM?K+5IJS545%/>^%]>@6N.Z;9;!6U4XG,JS@,YRB,I4:2FTJ#13W@0E[:Z&XCTI8Z:&X;TM8 MP<$*&.-GPF*^UJ.RY2(6VG ^\(3I6 M1&LHM:DT4-S'7'R<%HK[@(N5'HK[CHL5?-B&Z%@*OF]#2RUE6*%?XVM3]H;O M=U'&4O"!+J)C*27B5IIQPV>FB(X547QABNA82@/%?3C)=6NAN(\E6<%7I(B. MI>!C4K344DJTIS3;@T^N46NKI364VE0:*.XC8JY;"\5].,P*OJA&K2T%&S84 M;L<"+E,N,;OXFR!Y;@FE,A7L.(!:6_-!`\5]4,_'::&XC^A9P:X"J+6E8',! MQ-I2L,<`>I6E3%#L$D1RE@*-B-" M="RE1-Q*,V[84@?1L2**W700'4MIH+BM8KANV$@'T;$4;)B#Z%@*]LU!2RT% MFX"AC#5*L!<8RE@*M@1#="P%6W\A.I92(FYN#R9N#S:P0G0L!7M7(3J6TD!Q M&S.QMQ:*VXR)%6Q/A9::R@)C#GO`<1GLNH<86`HVWRO<[G) MM_,R'P?;4Q=N`V96:BAN'V96L!DU:FTI+12W*S.7P=;416+6XAV6MA;OT;5F?G8,.?[:U,^; M;_OKF\=O=P]/)S_V7_',Y'S>I/?1_V$J_X]GOP_VR>?#,_[.%!X,X>-2_`&Q M/?ZPP+G;/?OKX?"L_\").SO^2;*/_R\`````__\#`%!+`P04``8`"````"$` M5[P+^QH#``"B"```&0```'AL+W=O>O;.Y>RP*],*FXJ+8XF/D8L2H1*:].6_SG]\/-+49*TRJEA:C8%K\Q MA>]V7[]L+D(^JYPQC4"A4EN<:UU'GJ>2G)54S43-*O@E$[*D&E[ER5.U9#1M M!I6%1WQ_Z9645]@J1/(C&B++>,+N17(N6:6MB&0%U>!?Y;Q6G5J9?$2NI/+Y M7-\DHJQ!XL@+KM\:48S*)'H\54+28P&Y7X,%33KMYF4B7_)$"B4R/0,YSQJ= M9EY[:P^4=IN40P+3=B19ML7[((H#'WN[3=.@OYQ=U.`[4KFX?),\_<$K!MV& M>3(SEK\[SP5.=;/%_.PI4_#TB(T9$I_<#-6(R2L]*B_&=)02ME14@K`L]6 MA"P^+3)O1>#Y:2>>3=5TXYYJNMM(<4&PQ,"WJJE9L$$$PFT;VBQ]8V!^$L/> M&_H6KS&"R`K0EUT0K.8;[P5:G;2DPY1$7$;<,#?3G,VX,W;@QLV;L M'3K@W=[(6]PQQI4A^Z!R%]>@,.&#N"18N%D.ED/FO8MXB#CQ%E>+&!3:#\Z& M31V7L2RR'+!(N'*]Q#UI'`^6ZI5X!FTJ]PVT"+&KU[0T'B).&'!R1=*@KF2+ M#/HS1!S)U55)@[J2+0)G<=\Q$MZ.>M&2AFN5A.N>Y!0VI_IH%Y#E##9XMQ`, MP?70(M">=P]+OY=OUF-L201.IP$IZ$F.!S`Z\-`5-JA;N$5`>J`YWF`M"1X# MTOM><`K#,7NM<@.[I3O(#3U:J>;8-IY'J<-1:GLRV[.H9/+$8E84"B7B7('E M%72^1^V-<`@C6(RP4D\8^Z)%#9V%ZT-HN#*:KSG\ M%V"PX?P9D#,A=/=B"O3_+G;_`0``__\#`%!+`P04``8`"````"$`@^WO]^<1 M``!@5@``&0```'AL+W=O'P_/Y\<7%U?K9_OC]\?GC^^O[\?_Y5_&-[ M?G8\W3U_OGL\/._?G_][?SS_YX?__(]W/P\O?QR_[?>G,WAX/KX__W8Z?4\N M+X_WW_9/=\>+P_?],RQ?#B]/=R?\]^7KY?'[R_[N\UCIZ?%R>75U??ET]_!\ M/GE(7G['Q^'+EX?[?7:X__&T?SY-3E[VCWKA_ M.1P/7TX7<'/KS[_(`>&-G/7O9?WI]_7"3#9GU^^>'=*-#_ M/NQ_'IV_SX[?#C_+EX?/WWHP8P!=O_OK_?D2+3Q\/GU[ M?[ZZOMC<7*T6R\WYV:?]\50\F+KG9_<_CJ?#T_]-A1;6U>1D99W@-^+DC8IK M6Q&_MN)6&W^C'@YM/&K\VGJ+FXOE=K/87)O#?J/FM:V)7UOS^O_H]%"!I#YX[>.]W(:_^.\R>Y.=Q_>O1Q^ MGF$Q0H>/W^_,TK9(C#<[8^Q8FN<0IO*]*?[1E']_CI.#V7$$_?/#=G/[[O)/ M3,I[6V;'999^B51*F(EIW&8AR$-0A*`,016".@1-"-H0="'H0S`XX!(:SD+B M]/\M(4UY(Z1(L!.@RJX"U:2$5,E"D(>@"$$9@BH$=0B:$+0AZ$+0AV!P@*<: MACZIMKJ:1YLQ8VEV1]OUE:_*;BJS7,U*ID0R(CF1@DA)I")2$VF(M$0Z(CV1 MP26>9IBEKF8R,PW&+(;2;TS-J=`2/UKH>N$KFLZ%YH%&)"=2$"F)5$1J(@V1 MEDA'I"?F'X&C_I)KW<3,5=61ZQP*9L+2;6,2$ZD(%(2J8C41!HB M+9&.2$]D<(DG%@*&F%@&^V)-)!A9X0HV%YK%(I(3*8B41"HB-9&&2$ND(](3 M&5SBB84@R15KO)@N-Q<0=XI;^')J:O@Z3B30<1W,T+G0K".1G$A!I"12$:F) M-$1:(AV1GLC@$D]'DXZ%0YT*PCD9Q(0:0D4A&I MB31$6B(=D9[(X!)/1X1II.-J>Z&Y`@](4\47!D'.A64@B.9&"2$FD M(E(3:8BT1#HB/9'!)9Z0)J5PE91K[LA]N2P*]+H)]-)2LV",D:#AWSM3,3LS.99NRF21L`B$NQ,^H71MYS2;),8I(PR1CFC@E') MJ&)4,VH\Y'?.!+:QSDT!K]&%R>!/WQ[N_]@=$!@MYFC=)++!XB'(/:.VE*+,EEIMQX1R>;4(KG>Y M%I"Q4C`JN;%*2YE4%9Z#B*36`N*Y\9`OB(DI'4'FH3S%FE!2G.Q,+@TMUO[U M9QLN`[;4>$O,9L(682K,4>?R-DBQ&X,RF"QM=ZIG++%HC M7GK]!.1:2K0KV%?)J-**9HXLPC-;JUT<-YX77P\3U,7TF((]3X\)00_QFRXF MA`!%4&81.B\H9U1PQ9)1Q15K1HU7T>^>D$.1>I'F>2"EML1*T'$=7,"-KM4I+C2"^@"Q-#!@3R,:&>A7:C47'F$+\ MIH+TV#)!6C%G5`C2Q;<4I+XJ0>JK9M0(BG0NB"!EIN-N+9W]"04S/3B)J:WH MC?:I(D:[SLB;FR#ARFU%9TX4%GDM1L[^Y-YIL5)?X_,//Z:KU2IGJ;%H\N%/ M#Q/M.6?_5R&VN2\4A-@6>6O"5,HYYLR66F_U,LJHL&BK%]O2(L=7Q15K1HV@ M\1&'W^E7`D*T09V;`T(]N=N;(#U(;<6UCMQ,T)NA;2ZE;!A]%=S6*,2N%Y92 MD+95"7JSK5I*O1*R-V(?V_+U"F+,7PX2CCV7$W(#:T':D=X M:GL3K-ZIEI+YFS'*&16,2D85HYI1PZAEU#'J&0T>\C6.QK-OWK!>]*03T MAJ2-"G66I$M"&:.<4<&H9%0QJADUC%I&':.>T>`A3RASZ8T)-7(_\A6DBT[* M*&.4,RH8E8PJ1C6CAE'+J&/4,QH\Y`L51-&_N@*L.+H6M':O4MLP3DJEF`[( MS"+Q`KATLK$[%'EM^1!ZN* MS1TT"TIM*3>6M.A:>Y`+TGX6@J[GJUG)OBHII;YJ0>JK$:2^6O;522GUU0M2 M7X.@T9<_CH/D0ZY3*TXR+#(KU'SVM]LP-[>E$&#)+,HL0MYE15^H(+V9AR&G,:LYC7&' M87":4BFE\R(3--VP607+?ZYF.0&%('52,JH$37Z#=;U6J[AM!*G;EE$G*.JV M5ZNX'02-;GUU@SQJ5I?SH]6$W"11D!YN)DBSN)Q1(4@KEHPJ0>JK9M0(4E\M MHTZ0^NH9#8(B0@7)T"P49SPF%,)=F&`U#.]*V%+>%)XJVM5P&:2>N:WA3>>I MAN.D9+^55HPL6[5:9;PT[*-EU&E%XS;H7Z]6<3MX/OQA^$I.M.*T:#5]$3RMS^CD4O(_>C%XO, MCW-1#@95*J5T]F2"[/(2U,C5+">V$*1.2D:5H.BR5:M5W#:"U&W+J!,4==NK M5=P.@GB2FT`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`/L"C0+HCJ4RVEVDV^ MG-4QYU(%HY)1Q:AFU#!J&76,>D:#AWSM7LFA-IQ#611H%\2.J992[29?GG:$ M"JY8,JH8U8P:1BVCCE'/:/"0KUV0$H8Q**)C`D,B6AX#(C8>/JZ3C_'A8(XH>JAH`3=6N!,[=&(7 M[03NCB1IU(*;)(E)Q=D;;HPD)B%G"VZ))"8O9PONC"0F/6<+;I`D)DMG"VZ* M)"979PMNB"0F96<+;AA#@ZC\ZR4TB*F#&YK0(&;!?4WT-&;!_4OT-&;!;4ST M-&;!W4ST)V;![4KT)V;!74L,YI@%-R\Q9&,6/+O!B(I.&JBSBZJ#9PO0(*8; M'C%`@Y@%CQ*@0-V:!"SX+DZ-(A9\'@=&L0L>,H.#6(6O%P$#6*S9`=U=E%U4EC, M6QNL*-Z!@08Q"]YU@08Q"UYY@08Q"]Y\@08Q"UYQ@08Q"]YT@08Q"UYX@08Q M"UX+2\S;2MP?O`J&(XA9\/H7CB!FP5M@.(*8!2^#)>9-)FX'+X#AV&*6W1+7 M=[Q6RG7PLB(4C(8XM9\(H@SG;,LL,1[*)'D,)B7A6+'<$RR:*6''7, MBV-R)V?'-1[!;X`J([<%LP;;MQ.Q>9@MV;T.WF`7;LQ.S<9GK8)=V M8O8OLP6;M7'4,0OV9..H8Q9\5@.6V/J&#R_@"&*K"SZ<@#HQ"[YL``UBZJ2P MF.WZ?-09+&;7/EOP(0.H$[/@$P8XMI@%7S*`.C$+/FB0F!W]:.=RSCCQV<_O M=U_W_=W+UX?GX]GC_@MR]JOQ(Q8OTQ="I_^V$*_,)IR^'PTG^8QJ8OPW[X?\%````__\#`%!+`P04``8`"````"$``3T% M]JPH``"FQ0``&0```'AL+W=OR MY?M$S#\H]'XH]HW=[+!\PEWWZNZ(B8DS,\^T3%L,2Z*"I+?W^?M96<@L7%:2 M+>^'37FM1`)8E4`EJJJ!G_[SWU^_O/O7_=/SP^.WC^\75]?OW]U_^_3XV\.W M/SZ^_S__U?['[OV[YY>[;[_=?7G\=O_Q_7_?/[__SY__Y__XZ>_'IS^?/]_? MO[R#AV_/']]_?GGYOO_PX?G3Y_NO=\]7C]_OOX'Y_?'IZ]T+_O/ICP_/WY_N M[WZ;"GW]\F%Y?7WSX>O=P[?WP7OY[GQ]_?[F"NP^AH=SGVP^W'^#IYY]^ M>T`/1/9W3_>_?WS_RV)_7JPV[S_\_-.DT/]]N/_[.?GWN^?/CW]W3P^_G1Z^ MW4-N7"BY!+\^/OXIIL-O`J'P!RK=3I?@?SV]^^W^][N_OKS\[\>_^_N'/SZ_ MX'I/]7UZ_(*:\/_OOCY($*#O=_^>_O[]\-O+YX_O5]=7Z^5FNULL-^_?_7K_ M_-(^2.'W[S[]]?SR^/7_!:N%5#][6:H7_#4O-U>;[?7JGSA9J1/\52=+Q.,; MM:ZU`/Y:@["]=L8>$A_]"R;UZU#R'2IQ%2W[W<_?S3T^/? M[S#OH(W/W^]D%EOLQ9F.#55I'BT8M9_$_!>Q__@>,F(8/`/]U\_;S>ZG#__" M\/ND-@>V6>86E5G(L!&W=0DT)="60%<"?0D,)3"6P+$$3B5P3H`/D&S6#=?L M'^DF]J*;]?A@0!1R58AD%E:D+H&F!-H2Z$J@+X&A!,82.);`J03."9")A'A* M1;(8$AA3:Q9#MWGG#\%FN9H%JPBI"6D(:0GI".D)&0@9"3D2<4R71`DI3JH/?S*\DG7CX_ M?/KS\(B1L9AOYV*>ZZ-($BVFN_WR>K'.IYIZYFT\-82TY+6;;22'@-?B M[M?/O'D="!G)ZW&V4:_%V#_-O'D]ITBF)'*<5$F[>0F<*Q:033[I%-VI@M$: MZ<0\,RUOBYM>K4:K2>GU;>&C43JL7&0(MXJLY[MD]R/U]%D]R\U-?D$'JF>D M>HX_4L\IJV=1I(GGM)I,>4G#/>DG/-=>(8AO%[12:!VAVJ#E;-48%*5K&>H, MBKYZ@Z*OP:#H:V3H:%#T=3(H^CH;-/G*59%4-$G5+2!EZ5%$I$(WF"7F:-O> M%..V4JOU=@JW53%4ZDB;M(U"6*\9U#+4Q8(R"&\V>73UD38G`SL9&3K&@M.R M8YO[/47:_)XS)[F8DK(F8EZ:)R4E*T4.$$2V^BJU6N]FJ&:H,2@N!EJ%$F$[ MLXJ^>H8&@Z*OD7T=S2KZ.C%T-FCRE:LE>6RBUAQZ(;]%09/@(&M(")7-AIMB M(JO4Z,)L:%9A.MPLBT!JC$^C,=2^CB.Q,ZLW9][>K$)=JV613@_&Q[I&@V)= M1X/>K.MD5J&NVZ);>!0V*;B>JLHO@R3(R66X&+0AH,>O%PK% MZ]H8%/.F5J%,;/+56\'H:S`H^AK9U]&L8KM.!D5?9X,F7[E:DC._I=9_/7Y/ M4R$\$:0A/J?=Z3Q:7+!*"V+58:.@9JAAJ&6H8ZAG:&!H9.C(T(FA;ETQ.=:D%0S5##4,M0QU#/T,#0R-"1H1-#YPS*59'4VU-% M4_(8FX=%FJ6K*@35;-4PU#+4,=0S-#`T,G1DZ,30.8-R522-3E2Y.#6%M#N+ M(87B>*\6PU"K$+(!L^JBE7HN;E%]-+`R`T,C>SY&*_5< MY%6G:&">SQF4ZRI)O%FG6K<]>"6K8JE5H%6]W M'5OU#`T,C>SKR%8GALX9E`FU?&7-,.'YFD&A-2:H1*@BG:S4*GN6Q"LV\Q5R MZ$698S?*)XE=RU#W0W7U>5V[XC8TL-^1H>,/576*5:42E0LXS]=J$^,]OT"O M+%_P1*J\[2J$"V0CI%(HO<>:51-64;@^*X;AGJ#`INRT=` M?:3-[V!0]#LR=#0(W8V=VA9/O$_1RMR?#4J?NKP>>Y)2.[,H7B]0[`4(*EM5 ME5I!4H-JAAJ#8G];ACJ#HJ^>H<&@Z&MDZ&A0]'5BZ&S0E)WFL2?)NJ=*2.+3 M>XN\;,"J+I\RM\4BJ3(K?:!0W'KJ2)N.C4+)Z&P9ZF+!Z99:)`%]I,WOP$Y& MAHZQH/A=%>T]1=K\GC,GN9B75AO%@U=TF4(O0-FTIU!H$/Z8KZ-915\GALX&\0.%I2P.O-`+BX8L]!1"XI%. M$?$N$Q+KR2,B],VE=VU68>F]O"[FQ\;XV-76H#@6.X/>K*LWJU#78EEDF(/Q ML:[1H%C7T:`WZSJ9%2:O9!HM:CR;5>KK]3FS6.=>)&-_)!2MFMDJM\/(F:A4*)E##5JVY3U8\;-4S-#`TLJ\C6YT8.F=0 M+I2L.#RAPDHD&_X!*K*>8MQ6RV"%9_Y13B=95ZL\V2CRZ,;SE8Z2:;YIS2H. MUB.+>,YA5ZHL:,9I5;,31H+0@*7$RJY#.)2G[U+FST9/?[,K) M+[,42C,IA=)7,P;%L=$8E(Q]@V)'.X.B56]0]#48%*U&@Z*OHT'1 MZF10]'4VR%$%,ZJKBN"%*@'*,ZF;,HM?J17FU'EZ6)=O4NIH9=-#HY`T=2Y( M<=.J57)'[Z(OR86*]O21M9H&]C$R=(P%Q>VB&&NG2)O?<^8DCSU9$SFSQDKP M0N4`I:F46N%MEU55,]0H!/W,JE4H$TO=1U\]^QJXX,C0D0N>&#IG!7-5BK7- MI?OTBM<\"DD=<]!L*;M7*]RE4ZMB)JZCE0G8*'1[(29UX16'91=]I3463R'Z M:&4U#C]4XZA6279RC+YBC>M-T<=3M+(:SY=JS"_9*PLO27'+0%8(GT?'%FVW MQ?BLM.06T\9\!6G6K\TJRQ)WQ6*[,:O4ES.%A(9EHR)`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`!4>%P@TO[UR15]LM`U_!T<@*4)8H;G=%VE5I043D].#A MJEC#U<;'X&X8:@W*5L:[PE=G5F\N<'NSBC4.!N7NBX@;S>HU][F0KV3<\L"I MG*D#E*9T:@75;"JI#8K-;AAJ#8H%.X/BHY3>H.AK,"@6'`V:"N:=*_+8.4HX M7T6@ZQ!(!V"Y;E8K^1,GPG+14:O5J\-T6L,U:I6-G=`(,!*$UU?%]-]QD9ZA M02'YDS2R2"9'M7JUD;F018H["QGRUFSN#5`VEP0(-<8H"5`8V:I'@#(]J&"' M]:UK\E%I9U:Q8,_08%#J:WM;W`E'LWJMJ5FLB#C>?6?"\X17 M(?RQSE4*I3.*0=&J,2AVKC4H3@R=0=&J9V@P*!8<#>(995,DO#80)KSH7,AU M\R2D_'J[TH+%8"WN3K5:O3I80ZRH53(V6L\]QPH7[!D:HB^9G;:;J_5U^K^B MS6/F(8\01)L;(8(7(@8HG4TV`4K&=JU0.ILHE&E!!3NVZAD:%$IJ'#.KO'.O MI*D;3E,-PI26S!-%ME"IE3PQCE9E3E&;KS1%3U-#C9#0B#3U=]W?%CE%]T/N M>_,5!]Q@4-;Z\H=LXR7WN<*O)+8;3FP5RL;@[KI\2*A6N+[AMEM,?[7R22PU M#+6YE\75(AT-@V>Q+G2LM&!VP]Z55ZPV MJ]?N@CK$0HWI#=L*8OZ91_#NNFA$9U9ONN_-*AUB6F-8NBS+I>GRS"?EIFNXIA#MFO(4'J^3SG-H*)E_Q-(IE0E')SBG9<\E!H:3.4:'P M25#>;M,O,LEI?%;-`/5N@Y[.C+3VR M,;/XD*PUR'S?7&&;J.1_15NZV?[-FGHSBS4-!FE-NZM54@W^6=RPQMG^M9KR MBU%DWU,,KG97F%9H4YGPD_3B?ZDH62T83DU<2\QM.S`U*7G4Q5#/4,-0RU#'4,S1D4-X326WMFN#^$G8Y M>W57E!LQ+Z9/A>)]M%*KUU]K10.+\(:AUJ#X-*TS:'YA5MS\^VA@GH<,RCLO M^63L_#QP0YJ9Q:-"Z:)S=UVL':L;S4_C%PTU0PU#K4+):K5CJYZA(8/RODF& MZ?1-X.("*G2-UL^9V>ZZ?"(L2TN4S.8N^A"C5BM=82[*-_N-\NE2BJ'NA^KJ MB[INBI1SR!SGXJ1Y\2U2UFE%\\L-I[\&01P+J$JQY*Y5*Y0L!QN%LIX&_PG4 ML:^>?0V9K[PG:5*9](131?D\4:[\-:YCO,R+\A&!FF&%."7RQ;VICK3)T1@4 M%VHM0YU!^F%UD:+VD3:_@T&3WZS36.EXL3W!>6P;A$Z;WTJQ],$K0XU!2:\8 MZ@R*CU1[A@:#G)ZDV5>\?/*E8#%*#B15CTD3:_0^8DOWR2S/#4M`TY3CKM&I2./L62H58SU"B4]2KX3Z". M"_8,#9FOO"=I1I-'*T:=0-OHV"[I\P4Q'7Z%RK7Z3R&T42F*R9:B+!67PE5-V'^EX M]4)#@M\\9"5'<0:?)CA1RL-6H6SP!2SI0JUF"=0HE/4J%$R@C@OV#`V9K[PG MDI`X/=%T)NV)0L7@*W+':AO,=/`MUC1YSKSIW%B1=/2I580ZLPJC;UO>^R)M M?@>#G)CU4Y#G)[XJ# MLM&W*W]K7ZF9CKYRIZHZTB9SHU`2E2U#72PHPV])ER\T.!D`0^8D"]J=G[I, M<)ZZ&)0./\62JFJ&&H727C'4<<&>H2$KF/?$3UUVG+H85`R_\@F;FNGP*U2N M(SM?/8-B3+8,=0:%P5<&31]I\SL8Q"&[\S.7"2ZNGB8SZ>!3LW3P,=08E/8J M.$O&8V=6<:3U#`T&.3WQ,Y<=9RX&%8.O2$TJ-=/!5US;.K*FT6E?63-[9"YS0-64@.^7^Q"QI"FG09E0T\3B[B0J-4L&8V-0DD/6H8Z M+M@S-&0%\Y[(W=WIB28I,28..X6RH<>O!=5,A]Z&KE[PD@1N8R72*%6K"'5F M%<9>N5]W'^EX^5(G>:PJ-`K)]9D+ MTC<6K5KA]R)6L(N^8L'=HDBD^FAE!8=+->:A()E'%-#R]EU(2+*1K)#\:F'N MR6Y9/O30DO)]^VS%S[;,*GSCO5D77AKCX^._EJ'.H#?KZLTJU+6^+2[M8#S_ MI&F7IU47HXO3K<5QF43>Z[9;DH53/Y;W62'5F*WH^[G&K)()DJ'.H#=K[,TJK9%^ MRC^85>HKG8IR[211XHGA-N1/Z<1@4'J/4`Q"Q2@()9/;1F-6J01J%:'.K**O MWJ!XVQ@,FJSRGOCYV2WG9P9E]X(-/1A4,R0K\?KNRJUWZFAE$C0*92,HO0#3 MH_/66A'?`G715UICD=?WTU78LE"9ZN*;S0+@I MWRW4ZBP+#*TRO=4X0@6K]%5/]!5K7)5;0_?1*@IUH<9<*,FLG+$1$JYL;"B4 M1=2NW&6ZN@UF1405*7H=K:S9C4*7(DI;D4:44^.F_(2HYQJ'2S7F0DE>Z`BE M664'E\RXFL05FH\?I$S;)$EK9&J*.5]:=1Z$(BJU9I(AM] MO:E@Z!':934.EVK,%4P3V1]1D#/<6\MP\7>>KW;+(LFOU$S2CMG*20*",TF\ M9JO=LDC?&\^7,]$%7_@XT;3IO(+4B%ZM\D:LBF1[\'REC!%PAB@[#7W;E6^9M."\HYK%HIZ4IM52.(7F^+>UQ@?T\Z6HB#C^^![OSRP$<."(8C%7PHDCBL5W M[#ARA#"<.4+^<.@(^<.I(VG9+!`6UVEV[8VXXIO+4*#LJ^;BV3`ICPE!]]4, MNPLF_6<0`C`(!0*8SNN&+1*7D(!+0X,,+$20?-49#HOKD,BFR8!AQ8`HWYVX M9CPBS$P?$RZ+FR"4""U('Z`Y&$(AV&6MHNH@33#3ZLI<#RJEU14BI1EX,F2X[O?DL?ZT# M`68#%`))!N@)HMID)H.EF7,.AMXI%.W20,%Q4Q;(.$H8.4EGTB3#T M*2U;]$F2/;=/(0O,1W/`LMQ[5VZ#@&YJ`IFN%FF[+_1\-C/UT7.GAO3&'-:+ M9I8^.3$L6U&LRYWCH0_5"GTNU%I(]@\SU^FCJ2)1F+'\+E"$/Z0,.:)\S32G M"KM5L4:`E+-9(F7`LJ3-DS*8I9E6XBZMM<@*(275"BDOU%I(*6F>&WTA_\NC M3[%L3N&]K!;7P>Y">C6;O99?S09)@N5@&(4_4A_44K/7]I8%CV+9+7^W*A8G.+LM)'_9;9U$8:CV@C#66V$X8`VPG!"6XH5\DIN5\K[RB^);*FST"/?9"NR^7C`F5D<.=!2A@4)0R*$@9%"8.BA$%1PJ`H85"4,"A* M&!1-L4)124,31:-L(3]%48NFPT)68D&/-!#+-QF)F15%(,Y%#8-LA$$VPB`; M89"-,,A&&&0C#+(1!MD(@VPI5L@FR6LBVW2?N!2((>'-%0U8$8BT;--3XO)` MG(LFBA(&10F#HH1!4<*@*&%0E#`H2A@4)0R*IEBAJ*3.B:(Q$$-.G=PW"H!%A&*R$02/"H!%AT(@P:)1B19\DM77[%'+>O$^*);_< M6F3GO-EU)SOTB3#TB3#TB3#TB3#T*<6*/DE2FO3I8F)I1[-E\V_(;'&#M-C% M]0O8Z[_B2BRL%'H^ES(,/2?OZ/EL-WU4R<=<)Q;F"3K,I8`5.D@ZFN@0AWG( M4_-K&S#9_B9)?(KOGB!!,+OP7[Z`^'^9(_G.:;^BOZ)%F==^'U<+'LPBLF/PU++CPMVM7,'E/FV].B MQR&1S![C*98]QF,,IQ?/927PBQLR.C_3)B8Z'[#@NNB\)&!NYT-FEG<^8.B\ M^<;!S`%+NH+N$88+&K"\>X2A>U06?2(,?4K+%GV2["CI4TR!YC&M9W?EO0M) ME4P1R:4M'K2@P\$L>QN[+I>1T&`V,ZV@@=:`\377X#R/4;/LP7UT%XOR&UFK M(?FL`$I=J+403Q*A1+PH6_UL-2?:# MZ/N16A%]LYG5"BDOU%I(*:E=(F45\BTN5X"XEB'F\!R_,9 MQ>+$@T&I6!0>4B@6%P.0(F!Y/D/^T&_RA[ZF_HJ^2OKV5E_+5]1Z*%7>UY`# MYNO8\C@K!,IL9N&+[A.&[A.&[A.&2"`,W2<,W2=L=+"C@YT<[)QCN9PB`M@G8/U#C8XV.A@1P<[.=@YQPI%)1U- M`G2>L?2$JBP0%2MDHP6A:<+`GWTX+/:9LH=I"DGCE9C>WQ?QZ'JK92G\?)\FL_+3S8IRS# M]M,"A#E9CNWQ?YY/68-)'SP.35Q)6[RK`G=Q*+>6\*H=Q&ROG38NY3Q.GHM+5'L<+MU"KI\7J6CG0MKI<;@\"[E& M'H?+LY!KY'%H_D+:Z7%HXD+:Z7'R"1+*X'7@+>BI\?)JQ+1T^/P&NE6]/0X M^6`1/O$1H-<'<-#,X^3K/"DW/1"G\0X.Y3SN(%KC_[SK`)\[]-WE4-5.ZO/* MX0,MN0XNAP^U=NB[R\G7:Q@/+H?F+Z4/WKA%J"PE7CP.75M+_[SQAZ[)>'^T@>/0_-EGG`Y-'$M[?3*X5P@P0SV)$/;/`9; MDZ%M'H,MR-`VCSELL53!KFQ>VS#F7`;[W.UE5S@NTX)I70:[WNUE0S@N@]WM M]K(O'#.'+<8"=OQCI@(C6PTR@ST4T3:/P5:*:)O'8$=%M,UC!C"RYR#7<]AB M+&`O26:P:R?:YC'8G1-M\Y@6C&QIR=ZP5R?:YC'8DQ-M\YC#%F,A_`"@R&*Q M(2S:YL4H-GY%VSP&^[^B;1Z#;6#1-H_!=J]HF\=@F^:][&G,/<4&S7O9VIB9 MPPW&3]A$INP/F-IEL`\Q^N-%/+8C1G\\!KL2HS\>@]V'T1^/.:#5![?5%1C9 M')K[@VVQ][)'-#/8$'LO6T4STX)I70;;8^]EXV@N@Q-P]G(<##.'&\0.-K1G M!KNUHP5>'H+=UE'&8[#3.$B'LSRX!8<;/!;#"14>@X=B M.'G!8_!@"4<-,(.3I/9RRA(S.$4*ZGC,`;H=7-UP8M*^*01V/P<%B4,=C<(88U/$8'"6&GGK,`?TYN/W! M481HM==3'#^(5GM,`Z9Q&9P\B%9[93HP7Q^<2;J7HXS$XY!D]]9C#"A$2MIJCB,=HQ#=, MK"A.O$<]'H-#[*&.QQR@FYS_S=XJ,)7+X&1TM,`K@P/2H8['X)QTJ.,Q."$= MK?:8?H4Y/FP_4V@P@!E<9@0SNLP1S-%E3F!.+G,&IP=0N MTX!I7*8%T[I,!Z9SF7Z%V=]]6S2`&5QF!#.ZS!',T65.8$XNI<9P`PNT^-%<^^^2Q[`#"XS M@AE=Y@CFZ#(G,">7.8,YN\P!S,%E*C"5R]1@:I=IP#0NTX)I7:8#T[G,B%>G M(S[OY+GW".;H,B7 M.:!MAU?:AMG296J4J5VF`=.X3`NF=9D.3.908P@\N,RR6NG+=N/((Y MN'G,$'DBOL3:CRZ#[['V1Y?!5UG[D\O@,R6TP*OG M@,\%SN[7`OBY,5K@K6GQHV/4XS'XS`C>/`9?=>$-HM<"?/^&%X@>@Z]8\?[0 M8_`M'%X?>@R^B,/;0X_!=W%X>>@Q^#H.[Y8]!E\^H-5>?_#=`]KF,?BR`6WS M&'S7@+9Y#+Z^0`L\!I]D($(\ID>"XGY@-D@<>NOP$>F)2QR1G;C$"URBFUX_2QT?YL7;\\\_?;_[X_Y\]_3'P[?G=U_N?\>'C=?3L9I/#W_(/JGA M/UX>O^-G!N_?_?KX\O+X=?KGY_N[W^Z?Q``?3O[^^/AB_R$5_/WX].?T\>3/ M_U\`````__\#`%!+`P04``8`"````"$`SGTK]WE_2G\UQ_E;P]A,(S[R^O^U%_:I_#/=@A_?_[K7QX_ M^]OWX=BV8P`+E^$I/([C-5DLAL.Q/>^'N_[:7B!YZV_G_8@_;^^+X7IK]Z]3 MH_-I$=_?;Q;G?7<)I87D]A4;_=M;=VCS_O!Q;B^C-')K3_L1_@_'[CIH:^?# M5\R=][?O']??#OWY"A,OW:D;_YR,AL'YD#3OE_ZV?SDA[I_1:G_0MJ<_B/ES M=[CU0_\VWL'<0CI*8]XM=@M8>GY\[1"!&/;@UKX]A=^BI(EWX>+Y<1J@?W?M MYV#]/QB._6=UZU[_UEU:C#;F2'P*EYN[]?9^&<7K M,'AIA['L1-LP.'P,8W_^CU2*E"EI9*F,X%,9@;E?Z*^4/CZ5_MKT^8MV6]4. MGU_J!ZMY"@Z?7^EG(<=F&M-\/^Z?'V_]9X"%BNB'ZUXL^RC9A8$:3!7A/+R8 MY8/0_B;4GT(H8N`&T!_/V]7ZM=0%#7?46L MT9=D;6_R\<[;*O)92:^P@I"2F*YF';-XXYV7L_6LI$TW-G&"A(],D(*Z04JR M1JUADF9][R6-5%K92O'.RZQ<*<73V;=\\';^0HE7\PY:$E)]I9_:Z2?:>2=H M8UMU1B2"^\R03-@=$X4P*'J<,X4P!!KE&L4S*C2R@J2HTLC8JC4RMAJ-)EMN M(.+XI@LXDJ6[DVG"A$/9:C4J**M-0 ME$/+Y]4[4$B%J;3839R$6/D+4**>H4,B)2C:T M4$4;UA0UCBTW$'&:,X'(0Q[MM(MI))&7G-Z"SY362B9>_."-&&XV812N.=R9J>>H[44OD9)]$"%'WE$<$%1J9$$J* M*HV,K9JB1B,F$'&J,X'(P]X)1"(O^[Q],<,%32U-D211Y.V]N9'KV`N%K$59 M4E29AI/AI==Q;>3:<.-8<1>M*`:8J&6-X$0MD9-]$CG91U`12>1$15"EM"Q; M-46-8\L-1)0%3""J6C"K(HTD\K+/RZY,::GLV_C%@!'K02XTLI>I[,I)/H5D M\FV];FMMQ/C;:,0L65$E,#'+XL&9/%5/F*,IBR1R18U&3"!\T8('$3)Y$GF9 MY]UD,M40"W,J#=W",#=2/<:%0LX:E3U9J#(-A5E_TS12;;9QS+K+5108S-3) MNL/>:\0;"HI+)^]4=6+5FTK+2L5"(2N`DJ**-JPI:IR&;B!\P8)>R=1)Y.1= MM/+*ODPUU'GGUQ6YD>M1+C0R"[*DJ-)()9YON#9R;;C1B%FPHG0PTZ>>;^^V M"'$\=H?O:8\;4835)U]O8UEI.-,JD9.1$FW,DV>N&EJH4&AK#M%2(?N`IPUK MBAK'ECNMHD`P`2S1SCP2%0IM-W.XI4+."!!;-;75.+;<`$75\8L`_^BO8GUCQ.771?*K MC7-[>V^S]G0:@D/_<<%$;U?(@1G+[ZDP\(GP!HT]"48<7V%Q$GRW]6T:%Z]% MBN^\)C=\'L,0TT.Z3/#<37O^MH)]KN-TE>#IF#9(UPD>8!F.$%+6$E(@R5A) M#HF8:FH-ZST1,TXE)21BXJD$JS^I6$D:K^';M'"\X<*N"P\X"397>,!)L,?" M`TZ"K183S$FPHV)>.$D:+^$;-](XS.$;)\&I#=\X20F)..RXT5G"-TZ"PQJ^ M<9(TCN`;MYQ0)<(W3H)J$+YQ$A2%\(V3H#:$;YP$-2!\XR1IM(-OTUG@SRDD MHARG8U!`(JIR*BDA*5D)+AWPC6N#RP5\XR2XXR8IKENT']QKDYR5X/Z:B.L> M;5-"4K*2"A)QTZ-M<&O%_L!)T@BY@'L\;8,G$_C&2?`R`M\X"1Y(X!LGP3L) M?.,D>`Z!;YP$+W/PC5N)>(V#;YP$CV[PC9.4D(B7*AHIGN#@&R?!2QM\8R68 M;+P=4V-X#8;3W!+-(!'OH;0-'GKA-"?!>R^/23XZH/R%+G&!I_M$O&&3UODR$%64"`%64&)#&0%U2X1;_NT MCQJ9*06+>0O`SS&N^_?V[_O;>W<9@E/[AL/X?JI/;_*7&_*/49[CP4L_XH<8 MXD@/COB%38LO`^_O4,R^]?VH_T#/B_DW.\__!0``__\#`%!+`P04``8`"``` M`"$`JYC2GML+``!B-P``&0```'AL+W=O%IO1L/P_W\S^$T__7AKW^Y>Q^/7TZOPW">P0B'T_W\]7Q^ MNUTL3IO78;\^W8QOPP%:GL?C?GV&?QY?%J>WX[!^\IWVNT6Y7#:+_7I[F(<1 M;H\_,L;X_+S=#+^-FZ_[X7`.@QR'W?H,^D^OV[=3'&V_^9'A]NOCEZ]OOVS& M_1L,\7F[VY[_](/.9_O-[>\OA_&X_KR#N+\7]7H3Q_;_R(;?;S?'\30^GV]@ MN$40FL?<+_H%C/1P][2%"%S:9\?A^7[^H;A]+);%?/%PYS/TW^WP?F+_/SN] MCN]_.VZ?_K$]#)!N6"BW!)_'\8MS_?W)F:#S(NO]R2_!/X^SI^%Y_75W_M?X M_O=A^_)ZAO5>N2Z;<0OZSF>;KZ?SN/]?3^?09@GL'Y[*(OJ M;O$-LKM!GX^&C_1XC!YN44!'$@,I^1DQSMV)<0OEU'V,!E*GM#U&#STSA,YF MCM$Z*ZRQB+:6L7P,/F655#QRBPBO-B=Q5L@^*&,Y7:E9@E,)?YA3(YT>DY.. M#HJ31><7N:EN6C"'B5@N2D%;C#@O99+#!GE;.@A943MXAR M@EW(A@Q;MZC=LL;AG8<<'BVBCLJE"@*=(#M4;&61G(2(`FC+5,29O5E.'4TL M-&&2PSI$4+Y\<&'%T@P!(K!O4HD6:+H<7?22X943X3E@D(XT>>"(F!Q-/#QN MDN$Y1M"PB-TJ+5P1&"+&1Q/4.%L5S;?8$>J0>1&SI`H'#%*1@@L<$9.CB0?' M37)81P$:U@?7]6ZWI1F`1+J`/\R+.2R$V4XH<*M'$XYO$2B&YDM*6 MP\1[PC)")3"UFB;1"Y8N>55$;A%2:=/$FV6]1!,+29CDL!9-EDVJQS)G231= M7J_H)=>+3D6IPF9)F;,DFGAPDRR!JT=>CRMBB6]7R3-90FOB;U./L:,,CDX\ M&9S#`>V*6#7NN%0[/9IX<),L<48N%R8L2,OS+*B\I7Q.1Y0 M?%[(E2M$B0AA)Q2:Y"6BHJ,5$Q\Z@I>^192.#S^IPG51Z0DFI8).0%21O#(5 M-GC*'#S1Q-=Z$CRE!(]/<;BFIFK*&>0[07A7EAH[0DB)065%]!5+7=D0\F:9 MR&ABX0F3'-:`$-R!8VQ5SJ!HNAQ;])*Q31SYE"$BHA>/EP9F\$@ M'AORANV$"DU78D,O&=O$>5_!6&QSI,0ZLXH-37S=N$G&9B%H6=+"(6QX<#_$ MGPJ]9'`3AWUE\*X3HG+[WS*]#*4AQPW'87 M5;@N2D4P*?[HX\?/=3\W*%A)_@05?7'Q><[W43("B=PQP))!YQLF(WEER3!X M=6U)4_0P^-#+V/- M#%+5RQYXF68(>.&/BC6:KH2'7C*\B=.CEJA*D^K";'*PF+ M*7KEI=Y(/OA2*.N2OPGT+FH*9,7E4H@=92G014C&)XF2DIMSI$$3CX^;Y+"2 M$&$K5P4C59/#(IJNA(<=97BT'Z0.M^UIRZ7PD`8,(PV:>'C<)(=U>YR&]>$) M#C?.02T>FJY$AUXRNHFK50->6D:YA/Q,/=?Y#DJ6&\,_*_'=0'>=<-)A1^.) MJI$L\:FX\@FA[Z)4(%1`.]N3="5!%K&8*G'&OT]A,=#O`F9*7 MGJFU:>3-=&$0)E%1KK(9%MD"*65[H M`A#R$CM">IC7Q#':2K8$R#6<<=Y#Z4"FP-ZC&1HZR%!'\'+O[9G7!,-;1PS: MK2D)"!(&`>\)>D02&D(G3HX=11*:"0*YC\JMR9$M?'(TR5J!T#Q&3B&@10%Q8,+DWR"S9>G-B1_#*MHR!J2+<>Z9E!"SQAYO6 M(E6C=RYY93(X8V$$?("";YC-]D&R5Y93(<6I0,]V`'29["=AMH M)%0$DU)!&Q&+)7EI%9W$6*@,=[N>TN`[R*V*)O>FGNJBU5N5O#(-DGE>0W'I MC4N'Z&.UB2:9AY9`$/)`7ID&"$.UD1.3^[8)*':ZL11EZ9!`F00'.R7AVMO(+@!2R`@F^5*TU\,AD&,LO+QUB7 M(Q--*AD:F>2E5?0&,OVE?W)%?`_)3#1)$9UF)GEE(BQF7OD`H\^QB28E0V.3 MO#(9$IOQ2M7G:$231&.GT4A>V4P2C6FFG'\]D@U6GHJ]T_PCKVPF@W_AE>3T M`N<([(/)?9C+5&@$DE>FPI'I)[=<'VC&MQR:E`R-0?+*9%@8O'0V]SD#T:0T M:`:25Z;!8.#%^T&?$Q!-2H,F('EE&B0!4_GED.L17[+\-.3(*YO)@-P5XOF86R[%8MV5YP;W;7_]YB7:E!1- M.^:6I(0O_H>OO>^'X\OP..QVI]EF_'J`W0V?-#S<)7/XR<''OKM]A%6&(;*6 M'EK\=\YU"V3!_5#!_]8@;Z,?,>BVOH01_14P:ZF@Q;\/R%IJ:/%7T*QE!2W^ MXXVLI8&6QHRIA1;_R*?[=-`'[C=&'CKH`W<.JP5R!]<`JP5R!T>ST=)#ZN"\ MM%H@<7"$&2T=]('G$JL%^L#3@M4"N88;O-4"N8;[N-4"N8;;KM4"N8:KJM'2 M0`[@#9G5`CF`-UI&2PNYAN=OJP5R#8_$5@O,`X^W5@O,`X^<1DL->8,/\JT6 MR!M\MFZU0-[@$V^C905]X'9OM8`V^.C!:&D@'G@9:;24D`.X]5LMT">\EM`U M6D$?^*Z+T:>"/O`U$JL%M,%70JP6R!M\)\-H:2%O\.XO;X$?*'TP(9?//G_?87?L@WP>YRE>_9] M'L=S_(>;(/TZ[N'_````__\#`%!+`P04``8`"````"$`G8E7OW0"``"Q!0`` M&0```'AL+W=O!1AQ!73N5!EAO_\WCX\8F0=53FMM>(9?N,6/ZT^?UJ>M-G;BG.' M@*!LABOGF@4AEE5<4CO2#5?PI=!&4@=+4Q+;&$[S=I.L21)%4R*I4#@0%N8C M#%T4@O%GS0Z2*Q<@AM?40?VV$HV]T"3["$Y2LS\T#TS+!A`[40OWUD(QDFSQ M4BIMZ*Z&OE_C"647=KNXP4O!C+:Z<"/`D5#H;<]S,B=`6BUS`1UXVY'A18;7 M\6(SPV2U;/WY*_C)]MZ1K?3IJQ'Y=Z$XF`UC\@/8:;WWTI?#I*9]$X M3E*,=MRZK?![,6('Z[3\%T1QFSVPVAJ>J:.KI=$G!',%M6VH/R7Q(H'>F0^N M?33#;\F:5>Z_PK.],N*'CM02!4TD]:8?J63`?EBAH^"/5#?M=,;-\XB MF'Y/-._R#@R!:?4,:1L8I[/1[-J$5[0I.W?.D;X]21S=YT]O^6G```8````>&PO=V]R:W-H965T&ULE)G;;N)($(;O M5]IW0+XGT(9`0$E&X_-(N])JM8=K!TRP`AC9SF3F[;?:W>"NWTTK>S,.]565 MN_\^U;@?O_PX'D;?B[HIJ].3)^ZFWJ@X;:IM>7I]\O[^*QD_>*.FS4_;_%"= MBB?O9]%X7YY__>7QHZK?FGU1M"/*<&J>O'W;GM>32;/9%\>\N:O.Q8G(KJJ/ M>4L_Z]=)?)4AG7]F1S5;E=NBJC:O!^+4ZN2U,4A M;ZG]S;X\-Y=LQ\UGTAWS^NW]/-Y4QS.E>"D/9?NS2^J-CIOUM]=35>-?OJ(ZW+[6_EJ2"U:9SD"+Q4U9MT_;:5)@J>#**3 M;@3^J$?;8I>_']H_JX^L*%_W+0WWO0S95`=Z$_T[.I9R#E#7\Q_=\Z/>E M`93FDR^>ZV!Z7H+IST\&4_^ZKM-3!_N?;_9"!]/S\F;QOW6CUW4MH%5W2?)I M\2=J(+L)$.5M_OQ85Q\C6E4T5,TYEVM4K"FQ'GD]?->Y0%-R([V_2OOW9_'P\#CY3I-KHWT"Y;/R1KW/:LI]0IN/X#Z1SE65YJ2AZD4\:47Q5M<$G<"!\EEU"T8J'J(A0D.,A@0- M*1HRP\#:3((*TH`BS_0/GHF0!;:6A"Z$UD,CQV8A-"8.)@J8-E=L9D M$%2!6W3HS"@$C%R@G9;Z)/5AMH2:*Z5`Q8@%S_P%)(\9%PL!95#"DAL'0;>R M4DYQ7\L8OG6>"EE%#==)9^;2B!5,@T`[Z:Y/H?$APS#:D0O&#/I3V+`3AB%Q MRB!*EG':#Q>?+K(*H(Y61=(B&#T*>(P7ZTU,'"($0F+IBZ8'8#P(80,0I\B!B$R9A`B$Q=,73"[`;D:LCRSJ*&J-JX& M#&)`GS7D8:3G!M"04>A4Q*`/H3&C$)JX8.J"V0W(]9`UFD4/5;IQ/6#3#(1R MTL?-<@E[7ZBY=2U%+'@V%;#YQ(R+!SS+$I8<]\Z4TP63*R,+-HHRJ MYTQE+*>-6?3Y]R!<*$P,XQVY8,S@;`Z)$X8A<`63,&.XAUP36H4ZB=)KH(@[.'8%)RZ8NF!V`S)-?'LAVYEYM38\A;63 M=><(&41!&.QGL3J%&83(Q`53%\QN0*Z&O7;UU8=!ZSA_(!O8(%VTI^3%S/H5\@XB!EQN,"J(^9<+&"S3AC'P4B!+D`X M>4\G^Z>;?OVFI:11-W#J`N98U*]%6!P.S6A3O9_HV[HLPJY6=?.7R9L_>1D` M]D"L`YL]%&NZ,1CZ1V)-%P=#>RS6='\PM"=B3=<(0WLJUG2;0/;)M4%T/WC. M7XO?\_JU/#6C0[&CKDSOEE1HU^HJ4?UHJW-W^?%2M70SV/VYIRO?@BXYIG?D MO*NJ]O)#ON!ZB?S\'P```/__`P!02P,$%``&``@````A`)D9OR*-`@``7P8` M`!@```!X;"]W;W)K MF%1<-!$./!\CUJ0BXTT1X=^_DKL0(Z5ID]%*-"S";TSAA_CSI_5)R&=5,J81 M*#0JPJ76[8H0E9:LILH3+6L@D@M94PU+61#52D8SFU179.+["U)3WF"GL)(? MT1!YSE.V$^FQ9HUV(I)55(-_5?)67=3J]"-R-97/Q_8N%74+$@=>N,0P6F[4BR M/,*/P2J981*O;7_^<'92O6>D2G'Z(GGVC3<,F@W;9#;@(,2SH3YE!H)DXQ-O$LZ#^>+_*L0YLI7L MJ*;Q6HH3@M,![U0M-6&*931G8W!O9C(.D!!*QW_J$K/?\7FP8=VES,AQXVUY11 M'=L;C!%E=X,R&[YG?TT)PA$GN<5Y]SNH=WJS7H/"H>JU/`@70R,;Q['C8)N^ M'0.[,;`?`TD/&+B:W71ET`A#<=U!",+[D2O'">U1\H>Q;3\V[GP_-LK;]V/C M5O=C[YJN&#?H;CQJ)@NV956E4"J.C9W.>-VA[G[9P/UBAY1T`1C[EA;L.Y4% M;Q2J6`ZIOG$66K3V@!Z$AH&WCR5`G`NA+PMS!W6?AO@? M````__\#`%!+`P04``8`"````"$`*46`/@P)``#T)P``&````'AL+W=O^[WW>EA MKFY6\UE[VG7/^]/KP_S?__JVV,QG_65[>MX>NE/[,/^][>>_//[Y3_>?W?E[ M_]:VEYE;X=0_S-\NE_>[Y;+?O;7';7_3O;_?]N_]L-IQ M]T>6.V[/WS_>%[ON^.Z6>-H?]I??PZ+SV7%W]]OKJ3MOGP[NW#]5M=T-:X=? M)LL?][MSUW[Y_W[@3>[;-S^_(P_U7=V68U7S[> M!P?]9]]^]NS_L_ZM^_S+>?_\M_VI==YV.JZ[][TMV<_Y"8O)[._A0C\ MXSQ[;E^V'X?+/[O/O[;[U[>+"W?MI^RZ@]O)_9P=]SX'W-&W/\._G_OGR]O# MO&QNZO6J5$4]GSVU_>7;WL^=SW8?_:4[_I>,5%R*%BGB(I6C&?'BIMC4JF[^ M_RI+8A1.8K>7[>/]N?N_;O6Y]LZLZM'(\0>8R'>M?O7F8Y.CV M;O3'HRK+^^4/YZ5=M-%DT&13A8A[EQ@Y M8-D`[.VBEO&1'WV8NQ.,06C6(W?:DDPV(8IEU2!J.%JLA'\M1S=I82#F4IL1 M"TZIZM$I'I5.$;MHLF%.D0.6#<#>#>P])(X?1:=4(C4UF53DE%I$R0!:";H6 MT#IE$S!;9YGY462F2A$1339$K1:\#0>+%!`J+P#33.#E12DU@L%C?E3R$JMK MLB%>BV(C\@A0,=5RD-4P$'.-)$/,CR*Q6N'.FDR(EQ([&PX6R27D+PZNQE6! ME7)JD:$5AI&7*H5+=#0B9FG]L+S.FI*BT1?3_3B=VD0*B-NUB,TJFJ%(T8Y*'7#U<8H^2(Y2-(P/?C1&!T M#[5I[IY-*I^X+V_E"S7Q#L!KP=HJ@%-:(#O?E#/LJ%=S=HI5=Z3'&_I4"Q3` MD]@!RJZ52,\WYPP]ZMF<'KN71':\KT]:=6*0J4 M>-$HDE,3=KSO+X1CK9C,:A[YH3`,3:7("8+80D>CR$\V.X.PO.%9A-F3#?)# M39#"Y1]A99`K<6G3T8AX5K*]&81K<4J+\&V*`O+,J`,OE9PZ3.(MM<`4(%].,*PI"B424>C2+&0_C4"+\5EVB+.ZQR]F->.,J,=LJOJ:#1X$1^V#*`B M-RV`BVO%6Z)PC/F7$0R983K,'1XF)'4#:+$63=0"?$UVRZ_E(L`RRB+1=#1: MAY=.BG>Q6,.#>/@GRF;2K.-TB@"[]&*(OU:5,J,JM7"(CD8QU!NF"I$GJ$IU M*\YI<3Y[>$"FOJ6G9BWUKZ2.#TV[$9FEHQ$Q7*'DC=(B7K$G,V2*,C-A2G+C&GUZ9=!( MN:G(B+W-GHQ8/H($4$0"`?8RO:(G""P**2;1B%Q5R#NC`;C@#I.>C+!(#@MHZE5(#H5C))<1#"E=NB*CZ+EF):^JB!>RN"WB MJDC%CQ2_5HTJHQKR58J.1I&J2`&#:*(18PR*DPX))&N4#=GL`BR*>9U"0L42 MC8AD4?-2^ M\5^_T`18^E,$3D=P.,T%;NY+*=ZF!FYA6+2GC6SWT8B^)1&] MRP"X$#7A/]#R=R^:NF!_325R]/$5?;)T;,^OK6D/AWZVZSY.K@TIUYW&4?KH M2[N/OL*'4\L1<)]BO6]?V[]OSZ_[4S\[M"]NZNIF[5]X;[03CS<9'B]#W:%/R`VM.&_^_?U\^+'U/ MR*(Y%!5OZ,;_087_6OT-5%]WII/Y2\;H%BSRHF?VA2WZO+U9=3P[MB7T'<[X@4Y8U; M/TSH:U9V7/"C7`!=8(1.8\Z"+`"F[?K`(`*5=J^CQXW_":URE/K!=JT3](W1 MJQC]]L297__HV.$OUE#(-IR3.H$]YZ\*^N6@EF!S,-G]HD_@[\X[T&-QJ>0_ M_/HG9:>SA...U9:25^`)_GHU4S4`H1?O^OO*#O*\\:-D$:=AA'#L>WLJY`M3 M>WVOO`C)Z^\&A'HJ0X)[D@AD]G:\2%&81>E/20(C2`?RN9#%=MWQJP?5`2Y% M6ZA:0RL@5A&0&#)9*N,G9=486!:P^K9%.%H';Y"3LL?L#";SO0'C(/('B#LD M`"&#&@C151.%@QIE==0X6@PBTVE3`>2C!M!2QRE!YEN M9C6'R+EZNQ[4UT*:I`G))J(,D<&0*%X21.Y-QI:DVMB])MP30Z;+V9*PFRD# MNDE*$4X3MT)[HIND!(<$W:^7+YILD>M0E MW5KM04^+];G=EC+?*.&U/[DVT\C'?9"0*,JR9>IT];QGZ@^!D!BC,<@6-=\N MT8-^.:U5`S+^$$(DC,FT,FP0CG$Z!MFB[!8ZJ=8'O32:5.NX63X598,>BS+# MFYEY:MJ=:$ZK2G@EOS3P=L?PFAA6S="X0ZL=5DW46<]AF-3KP6"`$:\M3O1K MT9U8([R*'H$R7*AQK#/3H'F0O-5SRYY+&.[TSS-,[10FE'`!X"/G\O:@YLWA M_X#M_P```/__`P!02P,$%``&``@````A`!5;\G\V!@``O!@``!@```!X;"]W M;W)KV-+=AR[:'HX^W#; M`1LP#/OQ[#I.8C2V`]N]WOWWDT0E$BD9NY>V(2E^)$5^4M2G#]_Z2_"UG>9N M'/8AV\1AT`[->.B&TS[\^Z_/#WD8S$L]'.K+.+3[\'L[AQ^>?_[IZ7V<7N=S MVRZ!\##,^_"\+-?'*)J;<]O7\V:\MH/0',>IKQ?Q<3I%\W5JZX-:U%\B'L=9 MU-?=$(*'Q^E'?(S'8]>TG\;FK6^'!9Q,[:5>1/SSN;O.-V]]\R/N^GIZ?;L^ M-&-_%2Y>NDNW?%=.PZ!O'K^S"UQWWXD3U6:1)&ST^J0/]T[?ML_1W,Y_']EZD[ M_-8-K:BVV">Y`R_C^"I-OQRD2"R.G-6?U0[\,06']EB_798_Q_=?V^YT7L1V M;^629KP()/$SZ#O9`R+U^IOZ_=X=EO,^3++-=A"V,2"?Q[$"(U M3Q!2BH/(MABB!)-"U4D&7ED"A""*YD&04K$75@XY)PA@DAH$2X`04B^"E.Y# M$=6]2KFI@:IU"2:YJG*6DPPK6YMNTWMT"%LTD2<[*2789CU@@TFJL)-MN MM)6M9;E9B[`S+[:4$FR260DF@,V2F&#;6DN)H'<(.I#CEV[O/2RU)(0,@Y1@ M`B'PG4D0TL=:LVTH!LGE[OQ(*<'>$6PPT>D3964K=T:)D,7H>9"EE"#G!!E, M-'),M!72<]$.%M,PP'LY=#@"/]$QE^D*DF"I;2#!)*'SAM7Z M$6SR8VRM$)C^[D>WRWL%2;1D-K6QA.Q3A=76C.(R^*F/N=Q7D"DOM0VDO]V2 M3JVPNEC;!C\!,I>D MPFKK6,;X?A;D'A8T':3QP08:/6;OMLZ`+#^PF/NX3'8M+)I3;2"-8] M!@:=J,TVX``PXU&^D9=_3CF/ANC*/$N.-9 M;(JI`T"H\[5SA_L)3XEI^2GC:B.8:);0;W,5UO/<,`:J@3CF?!.O MQ#0$TF.E-M(AI'14*ZSGUJF(0_#37N+2'J-7G%(;00C)UKI?0AM@?6J1%@X! M\QX=R`3N%J5:4.`C,B#P].+5:T.`S,B4X8[F60,8>8[-O@`\NJS'1.R'`8S$\L?;M=&JK]G*9@V9\&P0!<_$M\2Z%1^J2/99< M/B\2>24>KY4\NBO$D_*U/K6_U].I&^;@TAZ%RWBS$[0WP>LS?%C&JWHW?1D7 M\9BL_CR+_Q*TXH$TW@CCXS@NMP_R??O^?X?G_P```/__`P!02P,$%``&``@` M```A`,3'FZ)>&@``D7\``!D```!X;"]W;W)K&UL ME)W9;ATYDH;O!YAW$'3?ELXJ*5&N1N6^'6`PZ)FY5LFR+91E&9)JZ;>?G\F( MP^4/+753*G\1C"2#9&0PDX?YTS__NO]V\L?MX]/=P_>/IZL/YZ?MQ^A^3SP^/]]3/^^?CE[.G'X^WU MIZ70_;>S]?GY_NS^^N[[J;=0/+['QL/GSW_WM]^?O9''VV_7SZC_ MT]>['T]J[?[F/>;NKQ]_^_W'/VX>[G_`Q*]WW^Z>_[T8/3VYORF&+]\?'J]_ M_89V_[7:7M^H[>4?9/[^[N;QX>GA\_,'F#OS%>4V7YU=G<'2SS]]ND,+G-M/ M'F\_?SS]954<+O>G9S__M#CH?^]N_WR*_O_DZ>O#G]WCW:?Y[OLMO(U^;U7IW>O+K[=-S>^?*GI[< M_/[T_'#_?UYI)::\D8T8P5\QLMI]N%B=7VTN8.25@ELIB+]:\")<_96",+M4 M&W^EX/KRP^5NM]U?OG')O93$7RFY_["^W*UV>]?@5RYY(07Q5^NZ?E==,:>6 MNN*O%GQ?(Z^D(/[^S4:N,&"6:[K_^7O-7.F(6(4AL7I?0U`J# M]0GTCY_75^N?SO[`'+D1G=+0234JU7#SQ)FM<]#DH,U!EX,^!T,.QAQ,.9AS M<(C`&5QV]!LZ[6_YS>D[OVF+2P7!D9O,2:JA1>H<-#EH<]#EH,_!D(,Q!U,. MYAP<(I`X">.)G+0Y/XXE)T8<3,92YH32ZZPW1\=51&HB#9&62$>D)S(0&8E, M1&8BAY@D'D)`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`IJM4NW9$#C=AB`4:]F,ZX2K3>FK6K)O-UDJ4RC\KBG_>6W891W MJO5JB.A52ZZUSD;$H/+E6JES7'82.>?-[O?93.(TC^`T]6.U$A0"<:TH>+M1 M%.YPK:#$`V2KUX+!UJ!HL96VT&42>0OM-,O?P/[U\".^@>'Y!PWX8W(2#Y-L MW5A)P6@HUXP:1BVCCE'/:&`T,IH8S8P."4H=ZE*;]SGT.-5\-I2,&DF07-J@ M:^_->18AJ]512\=6S:AAU#+J&/6,!D8CHXG1S.B0H-2'+KV*?'ATE*1=8627 M*X^2%']SGD63*F@%1QT+*FI8JV74,>H9#8Q&1A.CF=$A0:FC7"9F.$:D8-HY91QZAG-#`:&4V,Y@2E+G"9E^4"GY$E+A`4(FJU(E0S:ABU MC#I&/:.!T M.Q9<7V4I8:=:/F5<;3+G]RH/Z>F@**2GHZ)7KS6IEEXKRY1FE7-ZBB>E9NQ; M>#;!C[F[=F,_]OSF/.OY2K4N95'Z(1N:M2JD9FCD^>LG MT]JCK5_N;K-(VHE=B+6'>D&1D8'1&`JZY>XN6V5/0:QVY\1(ZLYL.7"#`:.2"$Z,Y*9BZ($O@CR[@+'WM M41K+5ED'5**%>6;U3VT:.:?QY"^53$-!/D;F*^A.[$;/B7I%8;(-C$9%8C=; M=$Q!K/T^*UKLILYT6;8U/7WV'6=G:X^BV%,)2B(4:36BE;C&:T5M[U0KK!UZ M1;$[I&!`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`4>9;$J>S102<$7,RG+",S1,%RP\G5""LAB5 MW8,JU7HACU(QYEBXT]!H$JUX"@J2&)6/IB#5;N_9QL!H#`67QQSI_I@I2-7L MG-A(1I/;.V"-IH5GKO0)<1R;1&L?Q29%41XE*'&,)-=!JQ.M*%SU7'!@-'+! MB=&<%$Q=\$)6CJ&>QR9!26Q:;?-5GFA%LZ=FU#!J%?DHL+_U`F?+";F@*.!4@A*72:H=FM:P5BMH'W;N M=(QZ01?1VQJV-7+!B=&T71&QFV-:I6L#4I"K9F M1?Q&QFWZ>]4UV0ZB13\+ZL>L-8R4S2I;\5=2,/)#S:AAU#+J&/6,!D8CHXG1 MS.B0H'1LN:PY&EOZ`@(W(9JQDF"'Q*D2+;RKU;A9,VH8M8PZ1CVC@='(:&(T M,SHD*/6*RSTMK_B<-)E9@J)]'MAJN?@NH)I1PZAEU#'J&0V,1D83HYG1(4&I M5UP>&WGES3CD\][$6Q[%6S^V'KD5P#%2;_(7`G70TI'6,&H9=8QZ1@.CD='$ M:&9T2%#B0)O5:LVKIM;)[X4'EG*GL7EA(+#P;R'YM@8[0#JY$"TLU1;6@ MB[!*:E0K-*MEU"D*MGI%(=<8%`5;(Z-)4;`U*PJV#HH66^GPS!8,Q^')"X.= M1TE6O%GGN]Y%"_]@N`\O53-J!&4^,N;CU#'!7M&`]L: M&4U<<&9T2`JF7G')NQ4$?5*?!$&/DB"X66H=H491:%7+J%,4;/6,!D7!ULAH4A1LS8P.B@ROO+!8V/%B05`2 MR/995U>BY-Z8OW:?]=8UVF7!L!$CT;1L&77ONE0O6G*I?&@.;'=D-+WK4G-V MJ6RT'A*[Z3QWJPMKGLNJ(W1NB2S1+422Z.<17!Z&ID=10&RD8.)3KQ6A3K0B M6[V@R-;`MD9&$]N:V=8A*9AZ)5N;'"KS& MR9]3*(KZEU'-J&'4,NH8]8R&!*4MR7+DMU;1V)9.+93<.;QTJ$0K6T5G:58= MM'3V-XQ:1AVCGM&0H+3160K\9J,Y-=Y[A!"@=:\$8=2X#,58^08%+=,P:@7% M*]^@)98S3_9!02T/"4I;_T+"BDWMU+4>N3=_QUOB9IVMZ"LI^,8"5;7\.FY[ MD;WU:%0>UHRMHI!'=(I>73/VJN6OM=MEUQI4SFO&_0MYZ\*S&.4S4CA'G5Z) M5KQF5!1NA(VBT*R64:DBB;LY> MCU:B=7'EQ_?%.EOUUT%!'=((BN[3+:,N%%S&]^5%EIKU04$M#XF9='QG>>&; MLYOS19&"_M?756U:(ECYCP5#0+!(V:B:>P6`YCO5.M5R_69Q?;YAN5 M!C5CS.$7LB^\E*0`YU&\7!*M9`Y[K?BYCVJ%=K6,.D5AT/2"(EN#:O$$BL M)./;O2>UQO?"LV8[U72FBE:4]=>,&D%)L[RM"'57>2[7NJ@H(YN!.&5KJ*641<*+I:O]MDBL`\*:F9( MS*0-_YLIU@6G6(+B^ZN@R^@-'Z-&$,:75K05%+F@XX(]HR&QE;;PA33J@M,H M02Z@1_?7[$%V)5IN,!VU^#F_:%WZYTIKG(.:/@EKU$P4A`4E`]O7\O6+]=G% MMI?9XXXAN5CJGA<2*7<<%"9L?(\2!/=H?U6"HL5\+0CIAVHU@J)VM8PZMM6S MK2$IF+8D2Z26?,(^)^0XO3G'NO`(=0V]N]EDG5<%+6UDS:AAU#+J&/6,!D8C MHXG1S.B0H-2'5D[VA@\Y+4/4H9S0P&AE- MC&9&AP2E/G2I5)3UO6<<^NPKF6P>93[,8GV%'$\\K0ZK&36,6D8=HY[1P&AD M-#&:&1T2E/HP2PW?XT/.&A&#C'&8+"RHJ&&MEE''J&H9S0P&AE-C&9& MAP2ECK*2\;=&&R?D>$=AA+U\B1FTU&,UHX91RZACU#,:&(V,)D8SHT."4B=F M^?X[;AV7O!00E`W$?)47M((/O:UH;#:LU3+J&/6,!D8CHXG1S.B0H-2'V:+@ M76&/%PR7'F5.S-=302LX\5A04<-:+:..4<]H8#0RFAC-C`X)2IUHK4?VF^5@ MSA?O';P@P>#;3YK.@I1ZK&36,6D8=HY[1P&AD-#&:&;E/8D@;47OO1/^) M"_]M@/O;QR^WU>VW;T\G-P^_?\>J>[V\O3ER_W&-\G*'KVLL-P62[/6[&[GD MXJIP.12NFTLNSU%F>39!$O<5C^79!DG6D"R/_4FR@61YN4B2+23+,Y]+5KE+E`&:S\+`FN@_6,);F$9'EWEET'CQP*MSSG M,GC64+A5.DOP\9-?3-_`G:8WX4Q3'ZZT//G+MO@%(XDO7,+#IH,Q7JR*EBL( M<'ZF80F-*\W&X;%0X1Z'<)D:$O=4A"5X!E2XAR,L:2%QSTA8TD'B'I6PI+Q8 MHVZ68_`T$C6P)'CFB!I8$CQZ1`TL"9Y`HNLM"9XSHNLM"5X3%.Z1.M<:[P<* M]V2=)>7%.=IC#0P\'D=[+`F>@J,]E@0/P]$>2X)GXFB/)<&C;[3'DI2H=6G6 M&N]HBLJ4X+U,49L2O)`I&E/20N)>6+!W\'JF<.\M6(*WJO"U-4+P/A6^MB3E M?H_V6"$`KQ-1:TN"EX:HM27!NT/4VI+@%2+J9DGPHA!ULR0E:EV:M<8;;?C: M:D\-26U*\/X:M;;*X#4V:FU)\#8;OK8DV,E5N(U)W`O8T%6X_4DLP2:NPFU3 M8@GV;R$@69)RCY&(>QZ7*?>8]=A$P!+L[D`9*X!B"P1\8)7I('%;$M@:-DJB MUE9TQ89(U-J2E&B/VT[&UK")KZA,20U);4JP9Z]P>\S8&K;N%:TIP0Z^PNTX MXS+8M5>XC6TJS/14D;E,T^PW[ MR%%K2X+MY*BU)<&N$!++0E^]X`9 M;$GP6P?TMB7!KQS0VY:DA*0T)?CA".:"508_%H%'+0E^)0*/6A+\6`0>M23X MS0CF@B7!KTP+]PM*[CG\OK1P/Z1D2;E%K/+O;K/4L-Q>H:56K*H@<3]T8FO5 M#O=MLPQ^3H2>LZSAYT#PM27!#[?1'BN*X0?::(\E*='2TFPI?DYRSOXB3UJ;4GP4WK4VI+@%_6HM269-Y>%.Z;"JC5R/FQ08PG. MFB@J4U)#4IN2!I+&E+20N),3^#HX2@+ML20X40+ML20X6`+CS9+@!`F,-TN" M`W,*=Q8,UV"&Q!T)PY(2?BM-O^%4@RF!(>XH*5V&8QK'*G$UG!(%]8DA)^*TV_X2PE M>,?R*(Y1@G%K:_26&T07'+'&97"V'FIM M27"L'FIM21I(W*EQ;*V%Q)T4QQ(,WK$D.$\>WK$D)?Q6FG[# MJ>CPCN51'(<.[UB2!A)WUC?7K87$G>_-DA)U*\VZX8L`J(%5:WP*`#6P)#C^ M'S6P)/@*0-&:$IS\C[I99?`9J<)]6XEKC0](%>X32RPI5XAB^':)(5DCBOE? M]F09/CZ\@?98D:*!Q'TO@JWA`QOH4RM;;]=8M9EE\!T(E+&LE2L\S,;7>?@Z M^`1849HMQ6>_"O=A*RY30^*^;\42?.2K<)^Y8DD+B?O:%4OPR:^B,R7#%3K! MJ61)\=PX#Q)+@`W.HFR4IW7,Y MX_H5XJXU;#I$4(N76!6:C:^NT"V65^HK--T2-%=HN25HK]!P2]!=H4LL07\% MARR"LZ/G\9WT']=?;@_7CU_NOC^=?+O]C#=.Y\M[NT?_277_CV?_G;&37Q^> M\85T;)O!YZIOKS_=XA..Y^XCL)\?'I[U'^B_,_&PO=V]R:W-H965TIG]WY^GOC__\Q_U[?_IR?NVZ MRP06CN>'Z>OE\I;.9N?M:W?8G&_ZM^X(R7-_.FPN^.?I979^.W6;IZ'083^+ M;V^7L\-F=YQJ"^GI9VSTS\^[;5?TVZ^'[GC11D[=?G-!^\^ON[(.)S[O][O+W8'0Z.6S3]N78GS:?]_#[>S3?;,GV\`]A_K#; MGOIS_WRY@;F9;JCT>3U;SV#I\?YI!P]4MT].W?/#]%.4MO-D.GN\'SKHKUWW M?G;^?W)^[=_KT^[I7[MCA][&.*D1^-SW7Y1J^Z00"L]$Z6H8@?^<)D_=\^;K M_O+?_KWI=B^O%PSW0A79]GO4A/].#CL5`W!]\WWX?=\]75X?IDET<[=8S)=W MJ\5T\KD[7ZJ=*CR=;+^>+_WA?UHK,K:TE=A8P2]96=XL5K=)%/^\D<08P:\Q MLK8V/JA\;LKAUY2+UC?S>+&Z&VK_H"3:-CB/7U-R]7,%EZ8@?@/^?E#CRA3$ M[R_YB'DYM!2_O^CCVI3$[T_Y.-,!,@16L;EL'N]/_?L$LQ41<'[;J+D?I3!F M(LI$Q1AC"/6MTOZDU!^F4$3PG$&_/2;SZ'[V#4&[-3J9U(FY1DX:*G"5V<(' MI0\J']0^:'S0.F`&;T>7$@%)Q83/A*95HKQXRC-N5(^*HWC)4@I2"5(+4@C2.L2YB16*\?)82(N M$,%ZU9$34:D/WE.;,TW4RNRXNO!<'96H6"%(*4@E2"U((TCK$N8JUE??U7AQ M`_4?.:L*<&4-]\09^D0I!"D%*02I!:D$:1U M"6L^=BJG^69[NU$YT.5UM_V2]9@KT;B[*6WNEB'.J&B2H,9QFL5K+_**48DB MKQ2D$J;K4<)!W8Q*9+IU"7,^0H+I>$^#-V#NID$+%!B]2N9>U;G1FF-9 M&K7B]9HWL""M1*<'R1V7ER37>:N*](K0?-QD:T(?UM60EJDK]E*1EN1#7;QO M5'8@`SM2V.L;C=`WU..YT9I;5!"*1ZV2D/6JDJ@F9&TUA*RMEM!@BSNBTH"` M(SH[P/9(K<[45@G?EICKX_`E0I5$M2TXI(V) MMPLW5DY66F:%>ZV2!>OUM8D=Z=P"]LAV9A!Z@U!NT/QN1(5$)2&;$58&.1U0 MDY:UU4C4$AIL<0=5HF`='.>NSA^8(QK=80=RAM6;E7FDM:[-7:.EY]-RY5DI MR8H[TJ:(C?*:M*[,75[7PDM56K(2F+LJLPCTC4XX6-]HA+ZQ@ZP1F[L&V>@H M<:I6XITDL$<-'D'6[@7MWS) MS4U!!+83(@MOL2RL%G56:=`=G+*QM?".#16UR^Z2M;7E%O2R\\9J48WMM1KY M)%%IB^V_<9+H;(;UDT9\DBR\)2B/M-:U26*TS"2)O<`MR8H[24P1&TXU:5V9 M)*RNA9]HM&0E,$E43F3[YNH*:5(H.P>R2",V>33"P80&K#!:"UNP)&23PIA9?0YE9K''B)2HDJ MB6J)&HE:AKC;*B&S`T^S'D4Y:'VX1!6GI M[2A*O,V_)+FS'1%RMB-"'];5D)8Y;WE5M226NY%:54-=H[,EUC4F@;(Y53X4 M'GJ+!J$@9'>*DI!UJI*H)F3--X2LK9:03-EBGK*-BX],S09-_[BU\(];1LL< MM^([KTL+*R??2X/01D*51+4MJ(Y;\\BE`I MM2J):HD:B5J&F-L)3X]H2`?,1 M"0\A)T^0J)"HE*B2J):HD:AEB#O"$YYK9Y)$)D(&+>PBGQN$/&%8Z&XC[U17 M6`4:W5*BRB!<3TW6E<. MJZ2E=VRQ#90D=S830K:/:T(?9P>DA>;;E3'RCL)B'$Z1$)D@&N:F"07"4 M:BHD*@UB7FGS#JIEP4:BEMGBCJCL(S"(.BEQ$:*Q4C+;$@J$+4^.QA5*YD#J4(;SB_M-Q""X M1S45$I6$7)^T+>:30=960P4M:@D%'.$)S^B(S&H2C;SYY^T@N='B\V_I+6R% MU:(>*`U26[M=$<7]J=%BP:O;Q6OTE])&UM@R6RR>U6'3B>=KF^^@SA7'SIH[G\Q,_7K2OT([M"= M7KJ\V^_/DVW_]8@Y&MVJYP`CU^\ZLVB=JGM8E/8E\6VJKBI#DCM(AL]_H@RL MX=@BRS3S*%5N2PF&%D]+0Q*\.?T4XAD*#)TI:D?E@1JR),4++%GSIWGZ*5AQ M-D>+`@6R18JG/])0MDSQ2B;`X5H6K"&')`]*"DB*H`3S+54A)^NI(%&1)R68 M?6D=E&3)&FT+#2_V!+0@),&BCQ:$)!4D:N$+M``2M=A)"19T='-(DB6K-,,> M*,L@U4C5YBLER"E2M0=+205)%934D*CM5Y9!*H&8"4M4-`6C(UF@U:$X0):+ M5H"K*M;.D"2+L:KJ:R)O6<7G"K0ZM(#B2P/*A"09 M^BT+]ANN_E-U[2W;ANM^]%M(@HM^M"`DJ2!1=^'26A-A3/$^04KP_`)]$)+@ M-4&JW@K(,OCJ#VLA288>5=^391E\`;OLZ#W>(J(D0GU"YX?PON0!`\/X7U(@O>'\#XDP3-$C$Q( M@J>'Z)=!,AN7`OP)SMOFI?OWYO2R.YXG^^X9&>7M\)[GI/]:1__CHA\C3#[W M%_SM#9)._.$%_JJJPUO(6W4M_]SW%_H'PF4V_IW6X_\!``#__P,`4$L#!!0` M!@`(````(0#3"(RA>1X``!&?```9````>&PO=V]R:W-H965TTM,)C?!5&JK3.P[QF8YLRA*HI4HRDA65_>_ MGQ>)\'1$/,\L]J6H^IZ[`^D!1,"Q1'S\^S\?OY_\X_[YY>'IQR^GJW=GIR?W M/^Z>/C_\^/K+Z?_\=_ZWF].3E]?;'Y]OOS_]N/_E]%_W+Z=___2?__'QSZ?G MWU^^W=^_GB#"CY=?3K^]OOY,WK]_N?MV_WC[\N[IY_T/*%^>GA]O7_&_SU_? MO_Q\OK_]O'-Z_/[^_.SLZOWC[<./TSE"\OR6&$]?OCSWR'<^WE'^3=_>/_A/2)] M^OCY`;_`I?WD^?[++Z>_KI+IYOST_:>/NP3][\/]GR^+?Y^\?'OZLWA^^-P^ M_+A'MM%.K@5^>WKZW9E6GQV"\WORSGOJSO'_X^NT5 MS7WI7.Z>OF-+^._)XX,[!O#3;_^Y^_OGP^?7;[^?-VW859^9N5_%7-OG&'_G!>Z[<4>3;>-$Z1W[F:G]T MX!__YE97OMZ^^GC\].?)^A/T4@O/V]= M[[Q*7#1_TOL#>=\-H#>Z<^:_.OM?3G%XX/Q^`?W'I_75]@B4$;@RX&?0R&&(PQF!;@/=*^SST. M\G\K]\[>Y5ZRMA&P:(PHT6(A+FD,LACD,2AB4,:@BD$=@R8&;0RZ&/0Q&&(P MQF!:@"#1Z!*6B99CV6&,7<&Q?!,F<#/;G*_W2=\228ED1'(B!9&22$6D)M(0 M:8ET1'HB`Y&1R+0D08;1F)#$1&(M.2!"G&58>58H?#%,\D M.HK7T5&\-]JGF$A&)"=2$"F)5$1J(@V1EDA'I"4#D91(1B0G4A`IB51$:B(-D99(1Z0G,A`9B4Q+$N33E9G+A/HR MY)V[G?#Z[>'N]\T3!JZ55B'./LST+@30XM#U:(UFW`][YQ^NP@XC52OI,3)& M.8TVET*X()1P&W>_P#7ELI'6UU%)N?56%_/MJ+ED MG!T7*&.KW*/UQ7Z+!5N5C"I&-<=JV*IEU#'J.=;`5B.C*4!A^EWYLTB_]/+N M\CL^669T@3%Y?V:LKZ/:9^L=USC9]E;G'Z++]]1;75SO[@;$%^Z9ES%J2Y/G MC(HW;:H\OJF*X]:,FC=MJM5-Z6]?KZ*SK^/P/:/A35LH\RCH#%]3:CM6W"LDF-5'*MFU'"L MEF-U[-@S&CC6R+&FP#',L"O$%AG>]6_KFW=(Q_YA1U<=!9MW;U' MUR3:3Z6,,D:Y1T$'1[%*=JP8U1RK8:N64<>HYU@#6XV,I@"%^7=5VB+_^Z3/ MU5N0]!F%'=Q-?%/!W;5U29^[KO5%5!&GJLM)D7D4G`%SE`4JU'%WAS0.7*HN M@2L.7#-JU/%(M]2JE83O.%;/:%#'(^%'M9+P4Q`K;#17]UF--M>#0:/-*.B6 M/-(^*'7WR^=&DZUG'BU:(&=4L&/)J&+'FE'#CBVCCAU[1@,[CHRFP#',L"O[ MK`S/Y6"0X1FM<2&^']'7-]%AOW7/`5R&SW!.T"AXWF:DNK MT1R/*IL9H=$D[M9=+<\M)"AEE`G2GY4S*@3I]4')J!*DL6I&C2"-U3+J!&FL MGM$@2&.-C"9!1H9=M6EEV%>A&G>SFE$T6L0W[\1J'BU6ZV@T25671LD\"CJF M>5L+5*CCXJSDT\+OI':%%8>O&34:W@U&M-^MZK+?'4?I&0WJ>&2_1[62\%,0 M*S@MSJ,;`3+$[WAX6GBT'"T$:8I21IE'BQ;(&17L6#*JV+%FU+!CRZACQY[1 MP(XCHREP##,<%>G[#'-ICMN`KI>)1HOXAJNW\J/%ZCPJW5/5I?TS0=H!Y(P* M04>[\U*M)'PE2,/7C!I!G1;.=-=H$G?KK=!"@E)&F2#]<3FC0I#&*AE5@C16S:@1I+%:1IT@C=4S M&@1IK)'1),C(\('J&4]^X_'8HVBTB.[[;<5*:HOPOEVJLK1)YE'0+W%QK8Y' M.MU2K21\Q>%K1HTZSI5+N-NMRA*WXR`]HT$=C^SVJ%82?@IBA3V9*W.-`=X] M@XLNH3P*Q@I?)"_'"D*9=PS:9+9:H$+":ZR24<6Q:D8-.[:,.G;L&0WL.#*: M`LAHGUNJ ME82O!&GXFE$C2,:*:+];U25P)T@#]XP&04?W>U0K"3\),GHR5Q];C3;7S4&C MS6A969S[ZEK[T911)DA_7,ZH$*2Q2D:5((U5,VH$::R642=(8_6,!D$::V0T M"3(R[(I=*\-S$1QDV-?%R.JBX(Z>LFS/O=4\5IQ'5UBIRM+\F4Q8,JHX5LVH8<>64<>./:.!'4=&4^`8 M9MB5I]9),9>MP4DQHZBNB.J&[;FO=_WM%CHI]K(T?R8>>O;GC`I!1[O<4JTD M?"5(P]>,&D'V;KIJM+ZF4>+'BAG5*CCD1ZW5"L)7W&LFE&CCKNB M(MSK5E4)VW&,GM&@CD?V>E0K"3\%L8)>;(W3RSPE'(].B1DMQXF=]^YYDFPJ M991Y%#3)'&N!"G8L&54N'Z%[WUCOZ)Z?1`Z1453D/,H\61WC.J%#'18O3!:M:2?B* M8]6,&G7N4 MF`O@Y?7J>D:X/2OIW#)*&66,D8#HY'1%*`PPP?* MY#67R8(6[\DR2AEEC')&!:.24<6H9M0P:AEUC'I&`Z.1T12@,,.NO%PFU4K<:P8 MU1R^4:ME^.A&9*M6$KYCU'/X0:V6X:,;.J-:2?@I0&$KNDHV;L7@M5E7*X1!BCY`05;E8PJ1C7':MBJ9=0QZCG6P%8CHRE` M0?HO#E3!.QY>\GL4UFCTVJRW7HS$.:/B39LJ MCV^JXK@UH^9-FVIU4_K;^;59#M\S&MZTQ?%-6YR"\&'S'RC1+[A$]VAYI>41 MVEK.DU2L%E=:'@6-.8=?H()CE1RKXE@UHX9CM1RK8\>>T<"Q1HXU!8YAAJ.: MVGAM%C>1X@Y.4-C!Q<6?MUH6?XPR1KE'RPZ.K4I&%:.:8S5LU3+J&/4<:V"K MD=$4H##_!RKN"ZZX/0H[N/C]OZU8^9M0Z^C1=ZJZG!291XO#/6=4J./N/E$< MN%1=`E<T:".1\*/:B7AIR!6V&@'*G8T8#.XZ,IL`QS/"!$AL7 M2Y3A&;EKB/V(SJ_->D>)N M/4(+"4H998+T9^6,"D$:JV14"=)8-:-&D,9J&76"-%;/:!"DL49&DR`CPP>J M=O0EE.$9N5AZ7-[$K\UZ1_S9=>K1G<1496F3S*-%)Y0S*M1QL74^*_P^ZM58 MQ;%J1HV&MW:[55EVN^,@/:-!'8_L]JA6$GX*8H4GA:OA%P6DO-)Y,=?VRUM9 M'J')).Y6D&8H991Y%+3)''Z!"G8L&547F^]E1\K5N=1^9>J+NV4"=+3/V=4"#K:F9=J)>$K01J^ M9M0(FCMSVN]6=0G<"=+`/:-!T-']'M5*PD^"N">[/%#8[WA8V'NT'"L\6HX5 MC#)!^N-R1H4@[9-+1I4@C54S:@1IK)91)TAC]8P&01IK9#0),C)\H':^Y-K9 MHVBLB"J'K5C-8\5%=%LM55F:/_-HT0GEC`IU/-+IEFHEX2N.53-JU-&-%?%N MMRI+W(Z#](P&=3RRVZ-:2?@IB!7T9)CD\*9XFGV8JSP5AB*9%,I MH\RCH$WF6`M4L&/)J.)8-:.&'5M&'3OVC`9V'!E-@6.8X0/E]B67VQY%8T5T MKWKKK62L6$476*GJTBB9(#W]5Q7J"S-GWFTZ(1R1H4Z'NET2[62\!7'JADUZKB[2Q#M=JNRQ.TX2,]H M4,U1-%9$3V6WWDK&BNCUP51E:?Y, MD)[].:-"T-$NMU0K"5\)TO`UHT:0'RJBW6Y5EKB=((W;,QH$'=WM4:TD_"3( MZ,<.%-N77&Q[%(P4L]5B6$B]U0)E@O3'Y8P*0=HCEXPJ01JK9M0(TE@MHTZ0 MQNH9#8(TULAH$F1D^$"Q?*3'+=5*PE<%A3>+0<)P1IWYXRRCQ:-@FC@AU+1A4[UHP:=FP9=>S8,QK8<60T!8YAA@\4 MVE=<:`M"1[.X*1L_-_56>#HB[9LRRACE'BV?F[)5R:AB5'.LAJU:1AVCGF,- M;#4RF@(4)AVCAE4J7SD>'=8S"OLA>FG6.[H;N=HT'^);?VHE39-Y%+Q1LKZ, MZL#<6RU.D4)C+;9(]\C52K98<:R:4:..B_#Q#VK52L)W'AW_03UO<=!8BRW& M/VA4*]GB%,0*F_E`O7[%];I'0>\U6RVOQ8 M,VK8L674>;38KYYC#>PX,IH"QS##!XKK*RZN/4)6%NW[(3K2MVHE[9LRRACE MC`I&):.*4^2^[5OT2_$C"[72I,^Q MX"@H8ZN<4<&H9%0QJADUC%I&':.>TQ3U._&=6+72I,^Q%MUXQE8YHX)1R:AB5#-J&+6,.D8]HX'1 MR&@*4)AT5^'&I\`\2>;ALV"NBH.S8$;161#?`[S:6VF#$,K8*F=4,"H958QJ M1@VCEE''J&TQJI4F?8RVN(S*VRAD5C$I& M%:.:4<.H9=0QZAD-C$9&4X""I%\?*(EW/*P=/%I^7<0H990QR@,4[M"!"O*: M*TA!BX]Q&*6,,D9Y@,(=BJJKO_IVY9JK+D'Z<KAFJL'C]RKZ(O+K/AFE5C!?V$5[5`J5CK_ M1R9HZ7AQ%CU?R,5JYQC^D@-7Z==\E>X1?HGD<.L1+HT$I8+T^7$FCGIK,!?$ M]P'=Y/_+D41>NMGQZ!SR%Z++U%Z<197UUCOBBS77SEBTC[)JA%F?12V4Q6'6 MD4'N#=P[C7IS%Q9&WPL?`NZ-Y_8Y^I1'& M^)6SE82Y?A<-`[FU-\LPX:\\<"EVS9=B'@79NSB+JQ%OY=MR%1WFJ15DN7.[ M5>>RXT'ROPH2_D)WW;&X[MFWXWP]LKRVN9X19C:3H9#8Q&1E.`P@Q'%S*[$6/WG=S!"\MKOL;Q*+C&N8A'B:U:21.E MC#)&.:."4\[+6\]JVC_?/7^^W]]^_OYS4M*6X5[EW%07B;MI:&SGZ@K*[@*9?*ZA[!XA MD'(#97?+E13\'M2DQG:NX8.1E14L*O[K[FH\CH6?:?Y*_$C3?IU,N^N9*,ZO M%\FO:"W>\.8BF7:]2.2P0:[L5.&W67&0)SM-V`!NCQM;OCY+7*7,"LK'Q!6( MK*!&A(^E;*[7R09%#/MLH;BZB!64;]B.I:"*2UR5Q#ZHW+`'EH(G$"7N,<^K.`)7.*>_K""IVZ)>PC$"AZ^)>[!#RMXNH9<6\KV:I6XQ\CL4T!Q M#X59P4-@[)NEX)$NMF,I&^S!YL`>H$U-!8]5L6_67N-1:N(>T/&^X8EJXA[* ML8)'IO@]EH*7.]`^UO&&=SS0/I:"ESF0`TO!.QUH'TO!JQUH'TO!NQO(FZ5L MH&Q,!6_-(&^6#UZ/0=XL!6_)(&^6@I=ED#=+P=LPR)NEX$6QQ+VKQ+G&^V*) M>S^)%;P7EKC7E%C!ZV&)>UN)%;PEEK@WE%C!:V#HC"QE`V5C*G@%+W'O='$T MO&J7N%>[6,$;=XE[PXL5O'B7N+>Z6,&;=8E[N8L5O'6*O%E])5X^1=XL!2^9 M(F^6@G=-D3=+P2NGR)NEX)U2Y,U2-E`VIH+W>9$WRP?O[2)OEH+7=Y$W2\%; MO,B;I>`U7>3-4O`.._)F];!XE1UYLQ2\L8Z\60I>7$?>+`7OKR-OEH(7U)$W M2]E`V9@*/@]`WBP??`6`O%D*/@9`WBP%WP0@;Y:"E_Z1-TO!%S'(FS4VXL,8 MY,U2\`$,\F8I^`X&>;,4?`Z#O%D*OG=!WBQE`V5C*OC6"'FS?/!-$?)F*?BT M"'FS%'QAA+Q9"CXA0MXL!=_7(6]6SX?/[)`W2\'7=,B;I>"C.N3-4O!M'?)F M*?AX#GFSE`V4C:G@TT7DS?+!%XK(FZ7@0T7DS5+PO2+R9BGX(!%YLQ1\K9NX M#T:YY\-'NXG[2)05?)R;N&]%6<$WNHG[9)05?*J;N,]$6<&WN+AXM90-E(VI M;*&X#VLY&KYW3MSWM:S@L^;,4?../O%D*/O5'WBP%7_PC;Y:"#_N1-TO90-F8RA:*^TJ??P]F3T#>+`63 M*"!OEH*Y%)`W2\%D"3-ZODPKPCR9BF8.`1YLQ3,'X*\60JF$4'> M+`7SA"!OEK*!LC$5S-*"O%D^F(P%>;,4S,F"O%D*IF9!WBP%,[`@;Y:".9WP M2ZVK=4SME+AIA;A-,9T3'8L11,J)6X:9IXWS")%HXJ2^F@N$F; MV&<#96,J6RA;4TFAN-FJ.!IF'T-&+063D.$(L13,19:X*:PXVF:-FQQX4,,* MIAI,W*R!K&"6P,1-^,<*)OA+W%Q]K&!N/FS'4K9KC$SS9QCQ$0+%S5G'T3!' M';9C*9AQ#MNQ%,PYF[AY3ZUH%XF;ZY05S#&+[5@*III-W,RG[(,99Q,WVRDK MF%(6^V8IVS7.>CS-8Y\"BIO3F!7,88Q]LQ3,2(SM6,H&>[`YL`<7B9N'EK># MV8&Q;Y:"28*3W%0P5W#B9J+E:)@,&+_'4C`W.=K'.KAQYLY0-E(VI8-)WY,WRP>SNR)NE8))WY,U2,-<[\F8I MF,P=>;,4K'.`O%G78ECN`'FS%"QK@+Q9"E8W0-XL!8L<(&^6@E4,D#=+V4#9 MF`I6D$#>+!^L%(&\60H6C$#>+`7K1B!OEH*%(9`W2\&B*8E;MX./4:R=DKBU M.EC!&BF)6[*#%2R5DKB5.UC!BBF)6ZV#%2R)@ONUEK*!LC$5+$>3N/5-.!J6 MG4G<,B>L8/69)#<5+$*3N!5.V`>KS"1NH1-6L`03\F:-&%B)"7FS%"RXA+Q9 M"M9=0MXL!+!\L8H6\60K6LD+>+`5+6B%O MEH(UJY`W2\&";LB;=2V&==V0-TO!^FW(FZ5@&3?DS5*PFAOR9BE8K@UYLY0- ME(VI8*D\Y,WRP9)XR)NEY%!R4RF@N-77^*C""GC(FZ5@>4CDS>KYL$HD\F8I M6`P2>;,4K`F)O%D*EH9$WBP%:S\B;Y:R@;(QE2T4MY`C_U(LL(F\60K6V43> M+`7+;2)OEH+U-)$W2\%JL\B;U?-AT5GDS5*PMBSR9BE88A9YLQ2L-(N\60J6 MDD7>+`6+^B)OEK*%XM:%-?(&Q2T/RTH.Q:T2RPI6[T7>+`7+\R)OEH+%JQ.W M?#)'PQK6B5LRF14L4IVXE9-9P5K5B5M`F14L69VX19-9P+YG*1LH&U/! MNN")6V::HV50W&K3K&`5\,0M.LT*%@-/W$+3K&"U[\2M-\U*O<*X@(7066F@ MN!786<'*]\B;I?10W'KL[#-`<6NPLX*%[I$W2]E`V9C*%HI;M9ZC95#*:WLJ[6!RB#J8Q01E.9H$RFLEWA.GYE];`% ME,I4&BB=J0Q0)E,IL0>EN0<5E,I4:BBUJ310&E-IH;2FTD'I3&4#96,J6RA; M4TFAI*:202FTH!I3"5#0IDZ[S:KE#OKZR>JH!2F4H#I3.5`3[_1>\_7'V MSKV2^_SP]=O^?UZ??N(]M-.3WYY>7Y\>=__\=G_[^?[96&ULE)W94EQ)DH;OQVS>`>.^ M1:XDI$EJJSQ[[MO,7%,(25@)(0.JJOOMYX\3X2>6WQ/HNJA$GWMX+!Z+1YSM MXS__]?#C[*^[I^?[QY^?SOL?>N=G=S]O'[_<__SVZ?Q_CN4_KL[/GE]N?GZY M^?'X\^[3^;_OGL__^?F__^OCWX]/?SQ_O[M[.8.%G\^?SK^_O/R:7EP\WWZ_ M>[AY_O#XZ^XG)%\?GQYN7O#/IV\7S[^>[FZ^M(D>?EP,>KW+BX>;^Y_GUL+T MZ3TV'K]^O;^]RQ]O_WRX^_EBC3S=_;AY0?F?O]__>A9K#[?O,?=P\_3'G[_^ M;W'ZCWO_JCFUNQW?Z#S#_VH%SGZXOK"UCZ_/'+/6I@FOWLZ>[KI_/?^M-COS<\O_C\L6VA M_[V_^_LY^/OL^?OCW]73_9?E_<\[-#<<95SP^^/C'T:U^6(0$E]0ZK)UP?;I M[,O=UYL_?[SL'_^N[^Z_?7^!O\WC#^2$_Y\]W)M.@+K?_.O3^0`YW']Y M^?[I?'CY83SI#?N#\?G9[W?/+^6]27M^=OOG\\OCP_]9I;XS98T,G1'\.B/] MR8=)OW<]G,#(*PE'+B%^E=Q?20BS;;'QZQ*./PRNQOWQI2GV*PDO74+\NH0# M=/I7$DQ<`ORZ!->^?5Y)!ZMM"?$K5>N]JTVN74+\NH3]T?OJUDU+-S!_2*Z]=]6SCYYC,_5=:/*A/^J]Y8F^]!KSAS31X,/5>#RZO'JCW_2E MXY@_7-KW92H=!X-!$O;?65'I.GW?%8;O+:_TAK[O#N\KK_2&?M`=WE?>@?0& M\\?[VO?"3@[MI)+?O-Q\_OCT^/<9IFKTBN=?-V;B[T^-.3>=N''333"8Z&Z- M^F]&_],YBHRIXQGTK\^75Z./%W]AQKIU.C/6&<0:F6B86]W(,6*LP='(&<=M/[,Z@S9\:`=&1B0G4A`IB51$:B(-D3F1 M!9$ED161-9$-D2V1'9$]D0.18T@B_V!!"?TC,YK!F/W@U6!*NTP<8Y4&^`F4 M)K%2UBEU0X=(0:0D4A&IB31$YD061)9$5D361#9$MD1V1/9$#D2.(8E\A35< M\Y7!K:^DA6>6)(ZY2AS3*4FRG$A!I"12$:F)-$3F1!9$ED161-9$-D2V1'9$ M]D0.1(XAB1R#4$ESC,&Q8RPQ,7LP8JX3QW1*G6.(%$1*(A61FDA#9$YD061) M9$5D361#9$MD1V1/Y$#D&)+(,0A=-<<8'#O&DH'=YYG@*R.2$RF(E$0J(C61 M)B11^1$^:^4W."Z_(\$:220G4A`IB51$:B)-2*+R(R0.R^\"Z0]FN_/R_?[V MC]DCQD&_BP:,>EPO1P*_6#*\:L/L0:^?Q-EY)Y?14Q`IR6K5Z9C@'5:3^*_N MY&*U"4E49[,;#2LM2VK+X]HY=(49W\\'U[UD/G!:(WN>87<&)H]/YP$J6*MT M:#CJ(MV*M6I&383BRID8/-@:=96SL3D"!FF@F=E;FS)B<`:5ZZ>5LUH(";W6 MX#J9$G.Q-6F]WD_$A1-C7I7<2T:50Z]G5<=9#9+R-I'=N&E,"*PUC0V-HZ:Q M"$TCY*F8;0:W9N,HF MZ-*J;(.QJ,H6HS:H66S:K=(UL1-QF M%;>,"65\R[S9LXQZTK,LBH:.11/?KKDYTT7"B9_L"D%^(2P=BNI/MFI)Z&TU M@EI;407-$>YK%3P^_D)]X"%[FMNJQQ5T*`G4DO.0K$OHJY,KK%!8Z5@X+A2U M6F%-S.*:F^C*N[:KH0VZPLD!6Q^ETR?3<>:THKF7.[W8PKCNAL:PGPR@PFD% MCBX95>_*L7Y7CDUD/FXG$T0I[61CJZB=+`J[^L"B,'1S*`S='(JJ:Q,&J&); M-=MJ(EMQ1<+0[=IW:8[<<)YJ')Y$;LD\GSDM1#:ON#+W6MUJ(,@/T))1)>A5 M\[77$O.-((Y_S*F7YDH;:46NM"@,Y-K$<2#'J!`4UHT#.='R,V#-J!&D5,1$ M5DJ?M`%75!$7@\4+5KJPHYNU(_S549E[+6GKPJ&@FY:,*I_PE9Y2>RTQWT2V MXLYLHBBE!6QP%;6`1=&H="B(W0:$"H=0!BE/R:CBA#6C)DH85\1$.$I%;.`3 M5<2B9%0F^]UL8+7>&I6=EM2MD(1ASW5:'E6B]<:H)/.-)%0ZLPEA?`N\%6.8 MFQ22&,.A:+1:+02.4L'<:06H<&CB=]:E0Z.PSF2K9EM-9"MVL8E1?`6[E=:& M+I&++8K"RTDO/?09N)CGU9@O%RW,Y:^MM,Y6V,DM"OI]);9>S;$6K5=S;$2+ M@TT3.@3M]%9':-7C6,RA<*P[%`:;@KR+"T$^.BL="IM!M()I6Y"WU0CB8'-H M`BG?$6P%<8\1/&1./%VLJ1Y_MDF3RMJP+-JS37K)H536)<0JU/4#CLLZ-5,8 MN5-ATO-;YS;^+3JUT!KOY)Q:&+&J*:D<=:<6ER,Y>&@ZM5/EB`:@:2)J]['? M'R=!?JN>M+6QD.S[)KUT&>T28OKK&I'JF'=J)W9^3GX=C$F'HLYHB]0W$^OI MS.HD,]K[19G%K6:B0.FM9B/QQK'"T$:-X7SF4#0>K58T'AWR8ZAP"2?A>+1: M41.0K5H2>EN-(&4\FLCLM1JF' MZJ>;=J_EO65M!5%AP5HEHXI1S:AA-&>T8+1DM&*T9K1AM&6T8[1G=&!TC%#L M+;,1"%8(67!'=H,0C2V+$F^ENV:7,'!-SJA@5#*J&-6,&D9S1@M&2T8K1FM& M&T9;1CM&>T8'1L<(Q=XRNR'-6X8GRXY%B;>24XD,AW4F8>0M0@5KE8PJ1C6C MAM&P.*K>,CSQED7!7BK#;6BM:WRL MG3,J&)6,J@C%931;'ZU'N2V1/[";F;-54^Q@X\0H9U0P*AE5$8K+:/8F01G? MVA+A`B&UKT.^,3.GA7C:;5R2,ZG<*\BZ4XAE;Z;T6OK^I_(*,!/7R^P4@GIU M3YF9\!L>P@["E&7XX3(Y3T8'1,4*1M\;)CD@Z;(--X)D MTN]=1_\E1VWSM_*).Z.),I5)?VRCSW#2%X1XJ&N827KC4^:TS,%JIT6W1^5. MRQPN>"U:`"5'W\W+=YFOWF6^9O/-N\S/WS(?M[")'[46MG%EU,(NU(Q;./%O M9LY0D[T"HX)1R:AB5#-J&,T9+1@M&:T8K1EM&&T9[1CM&1T8'2,4>^M$'&Z. MI).]@D/1LFJU`I2S5A&A./JB$&D[.4*K M$RON):^X#D4]Q6H%6>5.*T"%("5WLW@H(^K2+BKAB'+(]Y1D?YHYA5,]Q5H, MW%>X!)JO3DR[ESSM.A3U%*L59)4[K0`5#FFYGYAVD4TIZ3<,IG.HI MUF+D*X<47YV8CR]E\NVZV\RAJ*=8K2"KW&D%J!"DY'YB[C5/LB0KH4.FZMW4 M.NG3&'(3L)U8DFDG=S8BA]D$BL-PNV/4B]_:0K7Z\2SL$,HL8S9S"(RXHF!\%M>%+W(K)M-V6:C`V]QC:-W3Y M-Q1%-QW*XH*GD=+^Z5!T37?23ZG5X]0&#F]S:>9)71#Q>99R;>#*=@[V6 MN"UG5#`J&56,:D8-HSFC!:,EHQ6C-:,-HRVC':,]HP.C8X1B3YIU78D@S&L/ MDG7!H6`[E#'*&16,2D85HYI1PVC.:,%HR6@5H;A53@0PN/^36L6A8.1.I-HKB)F&T9PM+[R6LYR<-2R] M@EA>12ANUQ/![82#6X>B4&V2]K;,:;T5JKD0V(5JR?/28B.X:UZ0[_V5H%># MPEJTU)P:D?J"_*V&D'>UIS10I"WM13D;:T$M;:BCGEE-@;!C-FUBN%) MJU@4[[K25[IDK4'<$6IW7[%8K=A M(W-&"Y^PM9N4=^G%8G<5&8D;,]G@=(W)&YDKB\+MH$/!CC1G5#@4M9:U%:"* M$]:,&K8U9[3@A$M&JRAAW"K)!JMK%=XX75F4S'W)S)LY+7?DD7@L]U+Q6"'( M#Z62427(GKDE9FLO%;.-(&]VSF@AR)I-5KZEEXK9E2!EL":;FJXE>>-B7JZ` M\1M-818%IS&YTPI0(1MS1DM!'E;2T8K04JK)!N$]VSU MS'WGZ?1F4;S5&R3S3.82!COTG%'!J&14,:H9-8SFC!:,EHQ6C-:,-HRVC':, M]HP.C(X1BF>*$YN:*][4.&0>(>YB\LD@&5V9UY+1E3,J&)6,*D8UHX;1G-&" MT9+1BM&:T8;1EM&.T9[1@=$Q0K&WDLU6-QOQINK*HG!CSBAG5#`J&56,:D8- MHSFC!:,EHQ6C-:,-HRVC':,]HP.C8X1BUYC-DQ;5V4U5N-^]>-K M0=YX4J)-H"'&MPK;"?/&]X*\\62#<@@TQ/@Q9G%?2?;@;5\9#%^]5G'-^W-! MYOT$P5!.+U8X-3R^(&7+!<&F3SA,#C@+T?()2T$(G8.$R17!2K1\PEI0G#!I MQT:T?,*YH+"H=(ER(5KVC"CIPDN1^M.HE2"?TUK0JSEM1$O-:2M2G]-.D,]I M+^C5G`ZBI>9T%"F?>UV;TP$E%FAY,N/8@X0^WA4B?2-S:E%WL6K!65C!6B6C MBE'-J&$T=PBWF4BY%H)\TRX%^5=@K-C66I`_,=L(\CO0K2"?XX[17I"W=1#D M;1T%M;;BD7_B:.2:CT8$18^)3])SL,RI!6=!N4/F)3O!($T&1<$)2X_"A&EH MX+7$-[5'8<)DQ6^\EB2<.R2'A_%Y]<)+)<&2;:P8K7W"]HPO-KOQ4C&[91L[ M1GN?L%W!8K,'+Q6SQ\A&W!%.G.Q<\\F.('0$,9PY%GG=IH371:M@K9)1Q:AF MU#":.Q2<7RX8+3GABM&:$VX8;3GACM&>$QX8':.$L6_,P9`V@=H#HW`SA1<0 MM<=*YF5+P5BCD,VJ17.J0_$@I8B-$I8NR\!6Q:AFU#":"U)/0!=>*CUJ*C&2\7L5I`WNV.T%Z2:/7BIF#T*4N;AY.#IS6B=#Z2N'8K63LL" MW^1.+5H[2:L4+=\`%:.:4<-H[E#P$K\%HZ5#N-E,FFO%MM:<<,-HR[9V;&O/ M"0^,CI&M>%B>.'ZZYN,GAY(5D`)C=TCE(XK<)0SFU8)1R:AB5#-J&,T=,C?1 M=1.($M_:HN+V)[/R]).X>2E&?$U6G-5:M%[-:B-:+JLDMM^*V&>UXZSVHO5J M5@?1].7SY&.S:HF"YS!P*G)\S*AB5C"I&-:.&T=PA MW+XHXW(AR$\.2T%AY&LK%)1^+5K>UD:0M[45Y&WM'`IL[47+VSH(\K:.@OA% MX4=%(;/18=U M2UR(23D,;^WIDWK_L_>N29-ZU[+$N\G2!.]V:H%WB<&[Q.!=8O`N,7B7&+Q+ M#-XE!N\2@W>)P;O$X%UB\"XQ>)<8O$L,WB4&[Q*#=T.6>#98EWDU-5>+=3"[Q+#-XE!N\2@W>)P;O$X%UB\"XQ>)<8O$L,WB4&[Q*# M=XG!N\3@76+P+C%XEQB\&[+$NR?.C\SGX7F`6A9?%!@EYT!P8:<6N)`87$@, M+B0&%Q*#"XG!A<3@0F)P(3&XD!A<2`PN)`87$H,+B<&%Q.!"8G`A,;@P9-:% M%\&'LA_NGK[=97<_?CR?W3[^^1.!_P"O<_C\L>-G3W=?/YUC%/:F[5P.S["L M;V3MR2W+!D;6CF>6#8VL/4Q*9>/QU#RZK.0V02+L/C3)")(V!$RM7<$:[OU0 MTEQ=0M+&B&F:Z^NI"3\X#78#D+1/3B5I?NM/?]-KBGHJEF9H&U4?5=1J^-MH M^MN)]D+5U9J;9M1R1K756@]AR+Z<,:D;]FQ3$\9S>V"?-C71/$NP19N:H)XE MV*E-36S/$FS8IB;$9PDV:5,3Z;,$&]RIV=2P!/OIF:WR1*<`<(_6JEQ%`C_ M:!*<",(+F@1'?_"")L$)(+R@27`0B#ZJ27#@#O]H8P?G[O"/)L'Q._RC27#. M#O]HDAE*,%-+D$&2J9(<$G-LQRU:0%*H$IS*PC]:&AS.PC^:!%=-X!^MU+A2 M`O]H$EPP@7\T":Z,P#^:!!=(X!]-@NLD\(\FF4$R4R6XX(1VT]+@NA/:39/@ M6A/:39/@DA/:39-4D)A+$^P%7()%J;49')=?T:LT":["HE=I$ER,Q`'J))<*\!>H@F MP2T'Z"&:!+<9H(=H$MQM@)&E27"_]M3.X#I=8D>/P#WM8D>`H$WM8D>-H#-=4D>#!J:A[EX9KB82B4 M39/@02B439/@>2B439/@L:BI>L>*R MS2Y1`GL]*YG?,DC,FQ8X30&)>>$"2V83]&M["I]:@R13)3DDYET$;`TO24`^ MFF1VB0@%;P[A-'C]R=2\9H0E>,_)U+QMA"6S2\2C>.4&2S)(S/LY6%)`8E[3 MP9+9)=H`[[]A20:)>5D.2_"V'EC3)'@)#JQILTL&B7G+C&8-\YLJF8TOI^9% M5YP&+X6"1*W/&#W$/G.:^A02\Y(DMH87-J%LF@0O:T+9-`E>.3LU;Y5E:WB+ M[-2\*)8ELW%O:EY8R1*\>7&:XW6&+,'+%*>5*L'[$6%-2S,;8?W!6S_9VFR( M70&^O,*2;(@>@F]YL`1?!4$:39(-T6[X!(.6!K.E*IF-$"OC%<:<9C9"Q(5G M7S4)MO/V>:;$I[,1=@5XQ;:6QFSG).4 M((,D4R7XP!5:1RM;`8GYMA.7NH2D5"45))4JP;>M4!_-6@.)^>X3YS-#36=J M33-(,E6"3^FA/EKK%)"8;\=Q/B4DYA-R+,'']%`?33(;8'[#@2:GP5<=I^;[ MA2S!9QNGYC.&+"DA,5\S9`D^XC@U7S!D";[2.#4?,F3);("9'%^Q9$D&2:Y* M\'50E$U+@X^$HFR:!-\*1=DT"3X&BK+I$L1(^.XMEVTVP*QLGVY+>R\DN2HI M(#&?<65K^$HM2JU)\+%:E%J3X&NT*)LJZ2,.Z6MS"#X6C1)H/:2"Q'S3F9JHDAR17)?@`,TJ@M2B^PXPVT"3X'//4?*.8RX9/,*-U-`F^ M*#\UWXOG-!4DYKON+,$WV*.Z$LJKC4-<(4+>FF2&%INI+99!DJF2'))S'W5=&PO=V]R:W-H965T[Y[O#_?[YR^WH/W_4OUV/+D[G[?/]]O'PO+L=_;T[C7[_^,]_?/AQ.'X[ M?=WMSA>P\'RZ'7T]GU^RJZO3W=?=T_9T>7C9/4/R<#@^;<_X]?CEZO1RW&WO M^T)/CU>3\7A^];3=/X^TA>SX,S8.#P_[NUUYN/O^M'L^:R/'W>/V#/]/7_/^_'=O='3Q=)=U7YX/Q^WG1[3[KV2Z MO1/;_2]D_FE_=SR<#@_G2YB[THYRFV^N;JY@Z>.'^SU:H,)^<=P]W(X^)=EF MGHRN/G[H`_3?_>['R?G_Q>GKX4=SW-^O]\\[1!O/23V!SX?#-Z7:W2N$PE=4 MNNZ?P+^.%_>[A^WWQ_._#S_:W?[+US,>]TP5N3L\HB;\>_&T5WT`3=_^=3N: MH(;]_?GK[2B=7\X6XS29S$87GW>G<[U794<7=]]/Y\/3_[12[_I@)#5&\-,8 M<6R\46YJRN&G*9>DE\ET/%=UOU$.TM[I^5`N'5].)[/%=>_U&R47IB1^_I*G M&!=]C?AIRMU<+I+Q3;IXV],;4RY13]#$]R==3>31J/_\DK,)'F;OK?K/+[F; MR)-4__DY?Z]TA^H[8KD];S]^.!Y^7&!TP^O3RU;-%4FFS)DN:)[KT"DQ-NZ4 M^B>E?SM"P-#=3J!_?IS/)Q^N_D0OOS,Z.>L$&H5HJ)ZNS)8AJ$)0AZ`)01N" M+@3+$*Q"L`[!Q@%7"-D0-SRS7XJ;TE=QDQ;G`FP@4S^,A6A(D3($50CJ$#0A M:$/0A6`9@E4(UB'8.,`+$OJ3&R3I0PIC!O/Z4-#X7.M,TB%@!9&22$6D)M(0 M:8ET1)9$5D361#8N\2*#N306&84Q$A%/9WA-_7Z1:Z4)?CA*,U^I&)2&WD.D M(E(3:8BT1#HB2R(K(FLB&Y=XT<+L'8N6PGVTI(VY)FI=JCS__'5_]RT_ M8`%(;-:JTS@LK-(/BE;:FTD#<25BO;%5PZ$6-!V>1R/HS:I:T3)5^7'J1-K7Y`=%96*QH.@, M#04ELKG:!2%."(J@PJ"I1:4@6[`29!M5,VH$65NM(&NK$]3;\ENBLJ182W3V MY+5$H_E"'F^8"25:8:H5TD!<6K%$HC((L[Z@FE%C"ZH-8I#:MU8J-CK/AM]< ME?G$FJLS(J^Y&J&Y8K?`88IZEFB@H))199#7*%W000T7;!EUGBV_)2H;B;5$ M9RE>2S2RXS),QA*M,)WH$1<,V]**I=F5(+=S&B,6-:*E[0:[]M9*Q6PG*-)/ M5881:Z[./+SF:N2-.(W00*FJ3`A5@FP+:D:-(&NK9=0)BK1$)02QENA$P6N) M1G;$T7*B%63$!5N[,AG$TNS*(*;JO,)K MKD;>B-/(&W&$JD0CKU&$&J/EV&H9=9XMKR635_*=GOOYCD%VQ`6+6&$49,0% MXM**APTW!''J!+D-DK; MFEK4B)8SXAAU@B(M>26%F7`*8Q"ZH,U0YFDP(19&RPR[V3A8DDHKESA7!KE= ME%%C"ZIQEX0#SXK%;N<9\;MKD*.\E]3B<"Q,Z`QR!Z1!TVL[DS*J!-D#RMH@ M)P"-:%E;+:-.4&_+;^$KN8LZRPI24X/00YWGN@CB6QBM=_)3T=))X_PZR',J MD3M)C2"W4YMDZ>T$50KJNB;!!-^)F#-4Q-D;O>\^?9VAN--Q;\+/7`79+4:-:USBSMEHI:&UU@GI;_M-7^8:SL%`+_SB\N)NVB(1G`8)%;4P&,&]OI]Y&*3FP>%$ M8;X(UVNK):.J9%0QJADUC%I&':,EHQ6C-:.-A[P)(%6Y4MA%TNM+-6F^=E[? MEPF"J%.N((C!LE:8@M"R01P*"JI8JV;4,&H9=8R6C%:,UHPV'O*#&&2'?2]\ M^YU'RHFC0>I9.1TQ&.V%U9*`E8PJ1C6CAE'+J&.T9+1BM&:T\9`?PR#7E'DZ MY9S2(-5%G4"%&UNK90.E;;F+$&O5C!I&+:..T9+1BM&:T<9#?J!>25E33ED- MPK9&0E`P*AE5C&I&#:.64<=HR6C%:,UHXR$_*BH5=.:QH?OH%-%=TE*#;&Y9 M,"H958QJ1@VCEE'':,EHQ6C-:.,A/RKO);A!`I!R@BO([4-:"V\@^J.=<1*D M2*4I`P7I=Q6CFBTW5LM8#A+IUBJ(Y8[1DBVOK):Q'&S>$2^8Z!U>,&E_$4R@O;Z?&AOD[H\-!U'1>;\W+28W8=$GK1L1 M\[2(`W/O*;S;9WDKTIOPITM!-@\H!=EIJ1)DXH!$M:ZL59&UU@JRM M)=M:B9:UM19D;6T$\0G"--AW4+2"$X1>/^C+P[;"V8]LKY]8`P"NUNEK[Z,6IJV;=:UT%:5EHM6=LJ#_G.OY+$ M8J&G!S2F(`;!$:FI9%09%*M9! M7RJM6%I0&11[7NY,B_#IVU>O?L8ZXPG8(*\3:2W,L.)!:;0<5`GB?<4L/@'W M.)AL]`2LYJUA'9I?!UVE,`7?6:U$2Z]629B!5R+GY6KNS\SO!;%7]]MAD-OK M!-E$MQ1D)ZQ*$">ZN#;JSMCDE,ESU4AQ+N4][8Y?=L7N\?%T<7?X_HR@)CB0 M^?AAX/I>:IY.,G6XC](D22'IW0DE4TB05T;*S#+<+XGP.6Z_QO@BP_6!B/YU MAF_G(SP=PZ=^1(<^I;A@BQ<]D3*SFRQ'=%F"[I0544D)B7I(7`:=)U//BB6X MX?LI&D1J1`/IME.28S=A4S=2#`I(B*BDA40;0].<.%;K*4XJ85O,0D.;.%; M3()S6W@0D^!\%CTD)FG31=9B[\I>XTU"I@[&68(7"IDZ'V<)WBMDZIB<)7B7 MD*G3]0!O M?[(B*BDA*:,2O.R!;['VX)U/IMY1Q+Q>9.I5!4ORR766XULX,``!D```!X;"]W;W)K&UL ME)W9DQ-EOOW\LH(GA M;TG.3>1\W>B%1F-H@"36^W___?#M[*^[QZ?[X_K[Y_NGFV_'[W8?S_]P]G?_[X__^S_N?Q\<_GK[>W3V?P<+W MIP_G7Y^??XPO+IYNO]X]W#R]._ZX^P[)Y^/CP\TS_O?QR\73C\>[FT]MH8=O M%]W+R^'%P\W]]W-K8?SX*S:.GS_?W][EQ]L_'^Z^/ULCCW??;IY1_Z>O]S^> MQ-K#[:^8>[AY_.//'_^Z/3[\@(G?[[_=/_^G-7I^]G`[;KY\/S[>_/X-?O_= MZ=_P]/']IWMX8)K][/'N\X?S MWSKCP]7U^<7']VT#_=_]W<^GX-]G3U^//ZO'^T_S^^]W:&W$R43@]^/Q#Z/: M?#((A2^H=-E&8/UX]NGN\\V?WYZWQY_UW?V7K\\(]\`4N3U^PY/PW[.'>],' MX/K-W^W?G_>?GK]^.._VW_6[@]%5ISLX/_O][NFYO#>%S\]N_WQZ/C[\O]7J M.%O62M=9Z:&>5MX;OAN,+GO_Q$C?&<%?J4KGW:AS>=T;H2:O/!W2U@?\=04' M_N&OE!NZX&OK]2N(/[^(]=J/]+<>Q(SS'_ M^*?.2N?!Z)"RB-(KL>Q(MS'_<$\S0^6U(M)?.K[##-]UKP:=P?"MHM)U.K[O M]'XUD-)[.K[[7+_K]"_?>FA7>H_YA[CXQ@P@G:8;=IK77+RP,U$[@^4WSS?YYA68"!IQ\W9I'IC(TU-W>Y!C[-9IA4;XWZ;T;_PSE`#VHO#F8F&%,E34*2@ M3$&5@CH%30JF*9BE8)Z"10J6*5BE8)V"30JV*=BE8)^"0P"B8&&R#8,E8\K@ M#^?X;S"FDB!,K$ZW=PI<1B0G4A`IB51$:B(-D2F1&9$YD061)9$5D361#9$M MD1V1/9%#2*)(86W3(F4P9DK$-PA5/QXO$ZO4Q9]`:1`K92>ETZ@B4A`IB51$ M:B(-D2F1&9$YD061)9$5D361#9$MD1V1/9%#2*+H(4'0HF=P&SUI\XDE)BL( M0C5,0G52DF(YD8)(2:0B4A-IB$R)S(C,B2R(+(FLB*R);(ALB>R([(D<0A*% M"FF=%BJ#XU!9@A1%HI`1R8D41$HB%9&:2!.2J/[(,;7Z&QS7WY%@`B>2$RF( ME$0J(C61)B11_9'HAO5W^=\[LPE\_GI_^\?DB)'1.:5_1CWVRY$@+I;T\.FQ9W!Y=QO?*36.I5.&*/"DP>7#K2]RZ?2IE2NXE;,G%9_U(:N0[W5RZ4]"H>P=@@J&56^H`D?&:Z] M7*PTD978;9-7:F[;?!-IB1B9F!0%+0&W!64.P4=!.:/"H<@M:RM`%1>L&361 MK=@3DWAIGMB$#`6ECA-S5`%/!G$`DV&0.:U^]X6QY^5BN!`4=E7[K+Y'E6B] M8+CVL&361K=@3DQ&()]>G]=V5:)E!V"GEW2.6)0,/SJ0:<<\M M'`KZ9,FH\@7-Z!M1\,AN$QF)NJPY'U5\;G'<91T*QYY#X>K'J'`H=(I1Q05K M1DU4,'8D3%_\V,/>)AU[#B5C+XE.YK3+^DS MM1>+W480=]ANF+L$/G/JTFJV"[Z8S1P*1QZC0E#HE#4?+NBB%8P\1HT@Q9$P M=0D+*U1.!1U4ONH`%6^H%]V>YWD&*KV M6F*^BM5\[;7$?"-( MZ<4FH^#UHVL3C7#]<"A<"!V*AJ-+;?RH*D3+.U(RJ@3Y@C6C1I#BB,D8%$=L M(A$Y8E$R')-SB:SK,A"W$XRSG-Q+I8T+A]#4@DI&E2_8[@-CL[67BHTFLA%W M7I,G>(_?.K'IVK0B:@F+HN71)1]7)R]R5[#O42'(?WQ4.A2X7XF6+U@S:@2U MMF('35+@'93-?=?F"I$C%B6C,\GP,U=P=&4W]SU>(*T9*$CS%ZY,/XRJU8K6 MDE/!-JK=43(QU/[18KF)+$=^FS,*Q>\6Q_F-0^&8=&CDY]*<4>%0X$/)J.*" M-:,F*A@[HN5BN(FLQ$Z;5,/WVK>&9<]F)F%O=B@T[,H&I@610.34.$*1@/3:@6H\DI1>VUY(G-6T^,&S!,F\*NP'E3SZ)X#*1[ MJ,QI]1&+4W-VKY.1DCNMTTBY2OPJQ$RP7`D*AX5+TEY]6)T\K'N5U*81R\I( M"9.Q7^E?G*7U+(I&D$,^VKG3ZN"P0`)92$G_"5OI4#2$R%BM&&LB8W$7,)F2 MS/.:C_OC#\R&?GJTF54TT5N$R=D'?=A+YJC,?("&K4>,"D8EHXI1S:AA M-&4T8S1GM&"T9+1BM&:T8;1EM&.T9W2(4!Q8D\P%@3VM;S;)BP)H$:(OO2_K M$WO)X=17D.WK&*&=41"A^NDG-%-_-O(0^&/I^0M$',KWT M6,.IA;V741&AN$9A.H6&EFB8/79:(XLP9=@T+CWDR%P9X_XKDZQHV=.N9-(K M1,H[T/X+>5'+D[8[Y46G?N.T4#=!N2"_)2X$*4\W68(6.9L]1)&S"/FE:Z=T M[XMYTK2MR[-[G42>>[G4M7#(ACD.H,D=M(H9GC2+16'BBP3/544>E3,J'-*> M_L)"W>>%VB'??=+]HU-`#VC;+=Z[YUXJ-2T$*=$RJX_6*'95BJ+E%BK?,3($ MIFT4WS%R1H4@Y>G)TG4:4[Q$FZALE7,[BGO+" MQ-OGB=>AJ*=8+51$'I4[K0`5#BD]Q21H6DA:'O=3AWQ/22:)S"FXGM*Y3GI2 M[N52UT(01VOPPIS<\J1B=IJ&+;&;.2U415#.J!"D//V%^7?`\Z]#"(J?7H>] MY"@DNH%DE3UJ\.W!:I]U!:J80,YRP#Y))^LUV MY,F[-8%OFOA,/',(GB5"JL45BNL4=A483.%S16V M4-A282N%K16V4=A683N%[15VB%D^-"6#*Q,MQ<-D5;(30V<8 MQG#(*Y2@-SQT!6,/_1H?>ZBM0/H4)9UKR(N0H'A6ZB<'H5F@)HV4*ZQ06*FP M2F&UPAJ%314V4]A<80N%+16V4MA:81N%;16V4]A>88>8Q?$V"[8R*PT-3WJT M0TE0DS.[3$J&2XW""H65"JL45BNL4=A483.%S16V4-A282N%K16V4=A683N% M[15VB%D<5`QU-:B&)T%U*`EJLO')AE[-CU1FA:)7*JQ26*VP1F%3AT4ME?8(69Q4+7DL7?U#MN(%W_5.G0IGM\M31PRI?R* MWD\/:;V6#[>U97:/9JIKQG0SF9$N:!6H^NKZHL$+1*Q56*:Q66*.P MJ<)F"ILK;*&PI<)6"ELK;*.PK<)V"MLK[!"S.-Y:TFY.+>P%`'X?>(HV9_!# MAY)HIP<4@9I$-E=8H;!2897":H4U"ILJ;*:PN<(6"ELJ;*6PM<(V"MLJ;*>P MO<(.,8NCG6R,VM']:K1YQS04%!Z:#/OI1C]0\]'V1845BEZIL$IAM<(:A4T5 M-E/87&$+A2T5ME+86F$;A6T5ME/87F&'F$71'FG;U3<6ZK9,G)D)2H:WWWNW M:W`6J$EP*5!T6% M%0HK%58IK%98H["IPF8*FRMLH;"EPE8*6RMLH["MPG8*VROL$+,XJ,E)UBFH M?%PULB@>E>GOG#.O)>'+&16,2D85HYI1PVC*:,9HSFC!:,EHQ6C-:,-HRVC' M:,_H$*$X@"\<38WX:,JA)(#IR937\@&TMH*9MF"MDE'%J&;4,)HRFC&:,UHP M6C):,5HSVC#:,MHQVC,Z1"@.H#D@"LX6V[3WK43('2J%:Z9%YFYD M9FYVP-X76CZXA`K6*AE5C&I&#:,IHQFC.:,%HR6C%:,UHPVC+:,=HSVC0X3B MX";'4:?IE8^<1N[DR']NFC'*&16,2D85HYI1PVC*:,9HSFC!:,EHQ6C-:,-H MRVC':,_H$*$X6LGYTBE:?(B$;V&WATC!!U>,\$M16/S[K$10$U2'S]81@ MM":'N[G7DI`5C$HV7WFMT'QRFEA[+3'?,)JR^9G7\N9[HZ1;SKV6F%\P6K+Y ME=<*S2>-L_9:8G[#:,OF=U[+F^^GWWK<>RTQ?XA0W$E>.".ZXC,BAZ*O=0\' MZ2=THH7RI_[!WZ$3+6QP3UK#01*'0K1"6_SK)-'R&78E*"Q(E:A%*ZY$$JU& MM$);5(FI:/E*S`2%!:D2<]$**T'W!BQ$R__@:"G(/W$EZ-4GKD4K?.)PD`RQ MC6B%MLCMK6CY2NP$A07)[;UHQ95(#I$/HA7:"BL1=^473LNN^+3,H>!7`!FC M7)#?\Q6"_/%9*<@W027(:]6"O*U&D->:"O*V9H*\UER0M[40Y`LN&:T$>5MK M0=[61I#7V@KRYG>"O-9>D+=U$-1JQ=%"Y,--N&3^5X8GJY!%X<]_G%:`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`?JU))B/T-WSW@-9FT(:YH$]\Z-S;UL7&;2NQZ;J[58DO4Q?G!]!DLF??0=7*O$$EP7 M-6`:!U-4D)B[LCC&E205*H$UP.BUEJ92:^'6FM9509)KDIPGR?JII4I M(2E5"6[W1`VT,KC#$SU$DTQZF)5QM2E[BLME43=-@DMD43=-@KMD43=-@BME M43=-@IMC43=-,NE>HV[:_(:;BU$W38+[B5$W35)"8N[T94\K2,P]OBS!G<2H MFR:9=$?C"6YJYC*X*'MLKHAF"6[$'IN;HEF"B[''YL)HEN!^[+&Y))HEN`A[ M;.Z*9LFD.T#=U-4,DER5X,)UU$TK4T)B[B?GY^#Z==1-D^!^==1-DTRZ&`OV M*[;I/`I)KDIPKS_JIO7>$A)S#;Y6-XP%58)K_%$WK@;EH9O"8"==,DDP[&`EZR*+5#6-!E>`=-V/S1A@N4T)B7@S#$KSQ M9ERK$KS89MRHDDD'8P$O^V%K>+$2ZJ9)\/XDU$V3X#5*J)LFP=N44#=-@I-T;ZJ9))DAWM/;,S%97 MJ5=EMO0*GV!(V9]7I2YB1*F"`@-*%9083ZJ@PG!2!0U&DQ5&PO=V]R:W-H965TG^X?O[D]4OIR=O[KY_ M?/AT__W+^Y/_^7O]7];[]_NOWZ\/WN_/C\^?[C7?GP\<]O=]^?%R>/ M=U]OGY'_I]_O?SR)MV\?7^/NV^WC'W_^^*^/#]]^P,5O]U_OG_^U=WKRYMO' MK/OR_>'Q]K>O^-W_7%W7??//VYBT\ M?7CWZ1Z_P(7]S>/=Y_;FY.V'=_L`_>_]W5]/P;_?//W^\%?S>/]I MO/]^AVBCG%P)_/;P\(U<'\--O_[G_^]?]I^??WY^<7_ZROCH]7YVM3][\ M=O?T7-^[M"=O/O[Y]/SP[?\6HY5WM3@Y\T[PUW#R0L)SGQ!_C82OO/J%=X*_ MWLEJK3_AA:OC!^Y_._[ZA.M?KM?KB\OK*Z`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`PU"C?7"9!MHS.;I)12NFM+J[V,Z35=:)7 M7D='++6D9M2\ZEIM?*WSI#YV[+=G-+SJ4F-\J:3^3>QVPVC[JBOMXBN=G27% M,$>.XP)WLZV@)92[RMT\R6WE$0I<2J%@5'J$LA2KRJ.H^!;W`6K85\N^.O;5 M,QK8U\B^)DZX8;1E7SOV-4<)XPB[:985X67ZA5&^!"IW(WX$_2*\I=97Z_2> M\E;X$S1O29&7XDO=5X)"]^?KI+&OQ2IHX@2%5SQ?)?EJU4I^4"=(??6,!D$O MNA_52MQ/@M3]AM%64.A^?97$:Z=6XGX6="Q><3&[25Y0S'YIZ.B0PBV[I3?8 M@E#\DH7"6UWJ*D;)J!)?^"LI:\\N-#8-IVP9=1Y=:2YZ]C5PPI'1Q+XV[&O+ M"7>,9H]6^(L?&3?6"V!\:L64*B'*4L.1NR1)ACWJM]56R)%=XJZOS?8>4 M]FJERN*W$A1V47X"JJ@1J\5OVOFT*HO?3I`ZZ3T*VLY!K!:_24\SJBIN)T'J M=L-NMV*UN%VE^=VI+HYG07O'<2&YR:)52,LD,BJD!44]S8*";J5T2\BNM0Q[ MF@4%H:F]58`:CU;(J^2[-5AW8!JEGMT-'@7Y&!E-G'##:,L)=XSF*&$<9#># MM(*\S"RC('OD>JZ@'TE6\@JWW.ZBK+$J&56,:H_"H3);M8PZ1CW[&MAJ9#0Q MVK"O+5OM&,T1BJ/NYIE6U/W\,VQ_%I2T/\F`MW"/%I:J[1X9K)(;NE19ZF_E M45#-:T:-)M0B-SKRP]7%?<>^>D;#J]R/:B7N)_:U8;35A%94=BJ+WSER$A>9 MFV9:1;9,/Z,;Q<](M4,L5@L*;OF24>515"9+P@`UG+!EU+&OGM'`"4=&$R?< M,-IRPAVC.4H81]A-,JT(+Y//*,(>Q4W1=;K2NO+3UK`I(E2Q5>U1U!11PI83 M=HQZ]C6PUQY/X#V*FJ)TJ%-X(]1T=\^= MG2;SY5)UN>DJCX(Z7C-J-*%SG`XM6I7%;\=.>D:#)G1^DY9S5%7<3NQCPVBK M"?=QN$CJYDYU<3Q'7N)".C+IQC*X:_;#6\.C<"CD4=CX,*H\BDJ!)]VT<`)1T83)]PPVG+"':,Y2AA'&),]\S9P/(GP@GXRZ3[S5O@3#):2262I M5E(+*D'')I'[!_JU6&G3U@@*K\A]M5K)%3M!ZJMG-`AZT?VH5N)^$J3N-XRV M@D+W/.E6*W$_"SH6K[B8_\U)-QY(4_'SI-M;A9-N1I7X6N:COAB],XU-PRE; M1IU'X:3;HV#@/7#"D='$OC;L:\L)=XQFCZQ)MWOR;-YB/.G>F_YTTNVMKL+Y M"*\5BY6?DZZ2AK@27>=LM4=!4]B(U8O7:L7*GJYW(NNE>K[4(%8O7FH4*W,& M/XFJ5]KPE;9B]>*5=F+E`WB1K'W,HN^O%=]M;G9MC.@06+JK%A1U6X1*GS#H MR2J/@K*J&34>!>Y;CP)?'2?L&0WL:V1?$R?<,-JRKQW[FJ.$<82/3-_/>/HN M*!XS7Z73=V\6M"(EHXI1[5$X9F:KEE''J&=?`UN-C"9&&_:U9:L=HSE"<=3= M?->JU\L\.!J.+2@:,Z^OTNG[V6$"[0:+:1-5JBR]7N41:H:@FE&C"7408@P) M#E<77QW[ZAD-KW(_JI6XG]C7AM%6$UI1V:DL?N?(25QD;AYM%=DROXZ*;$%! M6U&<+2AH*TI&E4=1F2P)`]1PPI91Q[YZ1@,G'!E-G'##:,L)=XSF*&$<83=! MMB*\3)RC"/NY=#AD6U\GKSX49]XJ&A%>)T^?2K626E`)"MWS8RNQ"H=>QA6- MV^5@)5?LV%?/:!`4_J"+2YIQDOM)$K[X@S9BI3]H*RB\XOHZF9+OU$I^T"SH MV!6CDG>-FU7R>Q[/G3P*GU@)TC7/DE$E2-?4:D'Z>QM!ZJMEU`G2A#VC09#Z M&AE-@C1?&T'J?BM(?>T8S8+VON((8X1F1MCQ),(+=[RUN%S9[ZTBORO:56YGCX[&*RYFW*=F,3N>%/."X%!0EKCZ+2(E\M M^^HX8<]HX(0CHXD3;AAM.>&.T>S1\AOC""?S?WGP>\[S?(_B99[KY!V&0JP0 MK\/M=K%.IDBE6DEI58+"^]2XD7A]0!*&5S1N))]06YQ.$FJ[U#,:!+WH?E0K M^4&3('6_8;05%+JG>.W42MS/@H[%*R[F(TL-F)S0C;2@J$?R2&-7^H07BBI! M>@?6@C0$C2!-V#+J!&G"GM$@2'V-C"9!ZFO#:"M(?>T8S8*,'NG(U/ZV1]G2R%%MXL:(5*1A6C^N#_T!0V;-4RZACU[&M@JY'1Q&C#OK9LM6,T M1RBNUT>F^^<\W?.XL-RTVI@0 MG2_3[7!"Y%'4"/E)N=Z@I5@IJ@3ISZH9-8(T8D:#(/4U,IH$J:\- MHZT@];5C-`LR(NQFUU:$EUEW%.$%1>,P?E/2O8R/@58T+%Y?4V]^L)):4/F$ MD7NC-U\2!DU<8UV1*G2K5G+%SJ/`5\]HT(3:])+[4:W$_<2^-HRVFE#=4[QV M:B7N9X^.QBN^D=R,."CFG[TI>;[,H*/B7]`R(MP_>BF\U<7UH=LH&54>7>L[ M8[5'0>0;3M@RZ@3INYD]^QK$2O,U,IH$J:\-^]J*E?K:,9H]6GYC%'G7>X21 ME^'RGL<3$H_*G(&UP&D$O7JL5 MJR./;$362_6"]%*#H!L6-(+WB5M"+5]R)E0]DV@_/ MHN^O%9<\'(!4\E&K%2 M7ZT@]=4)4E\]^QK$2GV-@M37)$A];=C75JS4UTZ0^IH%\;O)F&.\'/F_/_Q` MH#%BV[=CO^[MD\@[%T":T4*LC.NYF6+:NEZ>N_?0#Y=8)I-A@WKA4;B`M+Y. MQDN%;:5//^(J=V32AD*GJN61>YGL<"NM;Y)VHI"4,),J6!JL,EAML,9@K<$Z M@_4&&PPV&FPRV,9@6X/M##;'+"Z$9%ZWO^_/KW]!;W=TSPI\$D<%M""7*BB? M=(7?)PQZTI)1Q:AFU#!J&76,>D8#HY'1Q&C#:,MHQVB.4%P@R91O7R!GV#SE MA?+@V>#%@I+R2)ZE%&JEM\LAH:"*K6I&#:.64<>H9S0P&AE-C#:,MHQVC.8( MQ>5Q9%;GY@QI![B@).C)TY?")XQN@D-"#3JAFA,VC%I&':.>TA=T_H9*M*D8UHX91RZACU#,:&(T1BD*P MCF8C&.,LFRD=_6)N;Q^/C`1I52@\1[7JI6X[]A7KU;JZ^PF69X8U$I\C1&*8QJ-\[5:88B>-F<>.5^'0*W3)!`K MG^&+9*0[BLXSJ74TG@\B[`?I.BG(]Z;O3Q!A*;G"HV`250K2A)4@_5DUHT:0 M)FP%:<*.4>_1I5H-@C2VHZ!+E_NXDD53C"`$/*]8+^@2W=VA^JS3N['P5N@P M]F\&K9-G":7J$LC*HZ";K1DUFG!Y:S_^DKKE%!VC/G:R2C<`&E27W(V1ESAV MT:PHB!W/BM8+0NS$;^$1`B6H9%1Y%,5F\16@AA.VG+!CU'/"@=$8)8Q#X"83 MA]X_",$RR0A[__6"DC8J:2$+;X4Y\;[Z7"1#LE)UB5HE2&^!FE$CR#M>)1.> M5G3UTC'J!7DO:>,XJ"[9&P7M'4-3\+`B1DDN5WBI`E2#] M636C1I#Z:@5IPHY1+T@3#HQ&048(W-C9JC_+F#JJ/PM*FI^DL2_6BY4T/\DT MJE19@E9Y%-Q.-:-&$[IZF?2)+2?H&/6QCR3G@ZJ2M3'R$5<=-VZVXK:,IZ.X M+2AJ>A84-3V$JO6"HL`0:KQ5X*OEA!VCGA,.C,8H81R"(Z/N-8^Z/4J:'EWK M6IXZ>"O?]"0-4ZFJ%$\E2&^1FE$C"&.*0[=)2\NM6*FOCE$O:&E^DBP.JDH6 M1T%\YUTF(W:9M.QY/#+W*&Q\/`I:FI)1)4A_5,VH$:1M2"M($W:,>D&:<&`T M"C)"<&2`?"O?^"0W>*FJ%$_E47B+,6HTX;Y/3'LN3M$Q MZF,G2=X&525O8^0CNO,NDV'SSR9[>_ND2BTC[+!1\E:89DL62D:5('VX5GL4 M!+$1*QU;M6S5,>HEH69B8#0*VF)_5C&>-&P?%( M[_;2)PQ:H4J0_OB:4<.H9=0QZ@5I)@9&HR"CR8G&RQBK_&2=Y)+'T8*@'/J3 MR].D42B\E5NT"JS2X9!:2?%5'EV'[OEU"1N?A\-1U MJ5@!C@87'FGE*L5*[[M*D"ZEUAX%K4;#J&74,>H]PN*1U+=!D&9B%,3/;B_= M4/FET"3/BO?V22-X&&V']W"R/EGXA,%]5S*J&-6,&D8MHXY1SVA@-#*:&&T8 M;1GM&,T1BF_^:*X0W/P\5\"7XLD3B8)1R:AB5#-J&+6,.D8]HX'1R&B*4!05 M?*$>55%I$O<\KHJ"]&8K&)6,*D8UHX91RZACU#,:&(V,I@C%48EF!3]OT]PW M[LG318^P;"9M1^%1]"CC_"QY*Z)4*TE8,:H9-8Q:1AVCGM'`:&0T12@.8#0] M>$4`E[E`V"E<+2@*H)\QN+,+W.8UM)&63X/IGL;ND$90[:WPI;6@1A-ZS\G0 MHU4#2=,QZMGSH%;>:A0K M?ZGD*<4D,@]YKJ))3%`*R_0DJL4+"HU]QW4SF-8>NA.H9S0P&AE-C#:,MHQVC.8(Q4%WDY-@7'^HZYY/((5A)T_?6><="^%MW`O M7A^RS*]'B-6R!'^6/$2H1.8F\CH95TK1[7F25S^D1%XE+H4W"]\V$*0M="7( MN+P;"QGU]GH9(X4U1Q!VW/2A2EMG;^$7NM..NE19LE]YM,Q2XS(\,JRYYF&- M(&1,'!>>!<^?2D:51];EC_3GU]R?"](JE#:@WL(_0CI+INJERI+]2I!18*Z[ MLPILZ0:C`O,HJB\+"]9&2[=0AIXW0)4@X_)'.I=K[EP$:7U)[W-O(?6%XK+X M#,JP\BFL`CO2`.,;F708+"BJ+XM9<*W2FP6H\LBZO&LPK6+Q#:G>C/FU1UI? MDM:B\!927Y*)1ZFRUI?%Y[+$%=]'1QKG:VZ+ZD8#HY'1Q&C#:,MH MQVB.4%0=;HYT-WN>!'WI;L)QBK<*4,FH8E0S:ABUC#I&/:.!TQ2NV'CT MDR4OM9)[N6)4,VH8M8PZ1CVC@='(:(I0',!D$/'3`/+@PHV4W7.0?EY6C40SQVCGCT/:N4]ITM>:B"> MIPC%<74C%J.SO5E&,N$8R*-HR2M]7%UXHY^L>(F57QN*7S2M1-55J%J0EETC M"$WK\&>)]W* M,JH+E[^\%9Z/2^&7@O3'58)T]E-[%#[9$ROUU0I27YT@]=6SKT&LU-14%;W`>HX80MHXY]]8P&3C@RFJ*$<5220?YK1MD\_K]94#S*3FM#H582 MUI)1Q:AFU#!J&76,>D8#HY'1Q&C#:,MHQVB.T%(>;X/SY+_=/7ZY*^Z^?GUZ M\_'AS^^XK<_Q$M2'=P?^YO'N\_N3_&J=N=5<1).42RC[9B55;DXS-\@WTMS< M0-F_@9:D^765_;J?A28\7V7S_K%7RL^RV;0_S^;]X#>Q__4B^]6\<'Z1S?L6 M-$F0XW>;/_O")3!37"`)/KPU?O8%0H5/0%E!IY6Y)IJ5_.8JRW%/L8)V-G,- M`RMH4#/7/K""=C6K307-:^::!DZ#9C1S+00K:$TSUU"P@D8U<`0U!XLY0<>A0K6&""-ZL)P,(2O%E*!<6MXEC> MSN#-+(7K,WBS%"SKPINEY-<7\&;=P044MQ3).#-4G+D(#^2@_.L,)42:=S#;\X!WBE`WBREAN(>A7,:O&&0N2?BAG)YF;EW M_EC!&Y.9>_6/%;PXF;DW`%D9H+@7`5G!:Y*9>Q^0E?SR)G.O85G*=>9>6V,% M;U[C.M;OP0O6N(ZEX*7?K,1+L>P-+^L,)42 MBGM7DW.`-UTS]\HF*S44]^8F*SE^:7[DEZ+NF`I>B,=UK.C@O7ACRB M8REX)1XUQ%+P90U*P1R87:Z0:^LNP?.#CX+R=R' M#JRT4-SW#JS@PQ#\'DO!]R&H!Y:"#T'P2RT%'[1E[ILMO@Z^7,O(CJ7@ M(]',?1C)N<:WHHB.I>"34$3'4G+$+3?CA@\;L])4\`%CYK[5XQS@.\:L-A5\ MSIBY+_Y#>)8P>Y\F(5:2GYQG;FM8C@-=C/![[':$&Q$ M@KIC*=A6!*5M*?G%%7)@]9K8-C%SV^UQ#CHH;M<]5K!Q8N8VWV,%^R=F;@\^ M5K!G(GZII6"?Q,SMR,=I2FTH!Q6V.RMZP\6WF]DAEI8;BMDIE!7O>9FY[5%:PJ6WF=DEE!7M! M(VY63<26T(B;I6#/9\3-4K#U,^)F*=@!&G&S%&STC+A9"G8N1PRLT2WV(C?"P%FW3C M]U@*3A)`^5CM-0X40/E8"DX,0`PL!0<'H'PL!><'H'PL!0<$(&Z6DD/)306G M-R!N5AH(V]V<%1R\@;I:"HTP0-ZLOP8DFB)NEX,@2 MQ,U2<'()XF8I.,`$<;,4G%""N%E*#B4W%1P?@[A9:7`^#.)F*344=]((1Z>! MXDX7805GOR!NEH+CE1`WJ\_"*4N(FZ7@&"7$S5)P=!+B9BDX00EQLQ0=1(6Z6@E/<,G>0&*?! M86Z9.SR,%9S6EKDSQ%C!H6V9.TJ,%9S=EKGCPUC!&6UX$F`I.93<5`HH[L`U M]H9S\#)W[AHK.`XOJTT%I^)E[L@U3H-C[S)W\AHK.#T3O]1JE7&(9N:.<>0T M.#@3,;`4')F)&%A*<8;V&@<,QI:A5EH(C2I%K2\FAY*920"E,I83B3@?E M'.!\5T344G#,*VJ(I>"TU\P=&<#`R8F"M1>-\9/Q22\$!R/BEEH)SD%&K M+`7'(:/N6`K..T:96DH.)3>5`DII*CAM&M&QO.&$:43'4G#0-.J.I>`D:=0= M2\'!ZXB;-2+&^>N(FZ7@H'7$S5)PWCKB9BDX=AUQLQ2Q<$VLHM:DT4-RA[)RF@^+.9F>E M7Z%?6+;)3IZK#E!&4YF@3*:R@;(QE2V4G:G,4&93*59H$Y>WB).\-5`Z4QF@ M3*:RA3*;2HX10C M?6^PL&+Q`4M+%M]BD'JO_TX=V/VR]W MT^WCE_OO3V^^WGW&.TZG^\V='^^_N"V,EO]Y7HZ_>//;P_/SPS>\]XC]C>YN M/]T].@.\LOOYX>%9_L==X*^'QS_V[U%]^'\!````__\#`%!+`P04``8`"``` M`"$`^.QYF9H8``"_=```&0```'AL+W=OK[]>GRX>7YS^G9\A.7SZ>GAY@7_^?3EZOG;T_'F M4R[T<'_5KU;;JX>;N\=+KN'ZZ6?J.'W^?'=[G$^WOST<'U^XDJ?C_YN2UUY_]PU3_ MCI_?77[HKE,W=)=7[]_F"/WS[OC]N?G_%\]?3]__X^GNTW_=/1X1;G04=<'' MT^E7+BC08!GO_DC__O][M/+UW>7Z^V;8;=:=_UP>?'Q^/SRRQV5O;RX_>WY MY?3P?^R4J2^5]%()_@TJ>:7@6@KB7RFXJ8V_4FXCY?"OE#O\5#D\4GY:_"OE M^OY-OQ^Z84N/ZUN\XG#E,,\W+S?OWSZ=OE]@\"(@S]]N:"ITUR@I\94:EHBC MYV_)^P.YO[L\7%X@EL]`?W\_K-9OKWY'%]Z*S^A]>NTQ%0_J1JIVMD!J@"LP M7>BB9_X,77(GNJ6AL0"5OV$_%8]29+9`:@#%#9W?<"L1(Q2#445LH^,QLD^_ M7GA.#ID=DEI$$<%H"H@0BEX&^U?ZCIUZ_-,X#9KNM#@M,7)(:A%%#H.L(9<' M7#^\60:M'W)4(/,NK8V,T$!O2&X-R<6I%)L=DEI$D=PJDJ4K"=5,&#'AVADF MB]/"Q"&I1123G6+"\[/?O18O*J%9"M)!?9N`[0W-ZK7P]%!2D&)*.=FHM7G[.$F1.I6#?4MB9+\AJ09=559!D"V<)_(G5#1X):@>8"U:=,!0H: M)TT-&F>I58TSM,5\J'.J6YFAVK'79I>#8&1_KM;"-@F$&>#B0HH:4&.A5=08 M`K52[=0Q!!X%FCV4!(H:)Z4,&F0Z?T)*[C<33PV.AVTN5H+6:PQ MN4#08Z2<`3,65,6,(35<&-K4L3%W#DH%"AHG-0P:%Y&LU8X=0V:XF">?Q$N& M2[\R<9NKO4:&*X[ZC#0P(,?2J"+#D!HP#*D!XZ#4,10U3DH8-,X"J1IG2`V8 M@TWF'3NAHVC)V;FX+.8:%X%\I_6Q%&=82[%`[8@1J!TQ'DH%"AJ/I1AYQB8@ M@!@B[K8^'-L(D+JVP[7L2K'2\>2@)%CKQ8W95R9;P8@:G6&A81ZJ#'M.[*#NG-#HKT\O7N]M?Q!/WO,"YY@T1K0;.4 M$$@-(Y'HNC.9Q6M;H230CK?(:AM$>NBG%P+K&A=H!5UK$I7-Z5)RM\X3K-\8 M99JKO8:,:T8@`*D4WI.&5G9G0\:2VXI"K@%A!>O2WB389K]`LX=2@7(8-:M8 MK'LOU@*M\V#(W3H)M.&CA[QG]5!2D&ZD0#3U2"D#:BR@BAI#H%:JG7J1V69AX:$D4-`X/6;0>(:UZ`BD M5ITX[]!3>RI>G"C,%F>NUO(`J4!^XJ]CJ'4H'\[,9D#0>2E^/L2=J"B=]$S.Q?)G';L"+N[)*CFLLCI`)Y05QKN3X; M,2_CN08F7=J;!&LRQNRA)%"01-9:IHLF9=@,<%9HTM8E8D-G%VE2<(?9L'CY M?6'QXKAV6Z-LJ=B#*&H!/QM%+^QKAO`<-8@,[>I:?1:O797_5*!<4`G[FJ2V MJF[YIVD(,]//D7U4%*0)JYE MGZ.YPJ3GPV-_6K/V":%`=/304#6R.S5N)>YS@"6-*;8D^S;,W685QKD,Y%Q& MA[9`AK"=^XW;0CC`DL8T89T]U6K\J6ZVI&1U)> MFFN<;)"\[&I2(&PB2DN3AV8/)07IQG4V63K/9PU(<>;3G(QY:/904I!N/,X: M&Y\U!%+;#G(6G'ZE8_9H`B\]V#BR1\MDB>[Z[;'<<`H%: MZ;FY0%7Z4H&"QN-DL>',H,8L0VKCNC&$=,O/ZFSWU@!&H'3`>2@)%C<=B.WBQ M%8B>8U&3H;,G0.(E`\;-I&JN@>&F(#2`U$P:8BW.L.DRUF)P*]5.XM4,CME# MJ4!!X[$6#UZ+!5);GH-==(B3C!<[S^9J+@^0!(KZ3"OON97GX!59H';'(U"[ MX_%0*I#?\0RQ(F?8=):(M-KQ#)T]`Y*2R)99>MPFL=IKR+AFI`TWE+0HGPV9 M%^M!(+`N[4V"M5L>#R6!@BW/$*MUADW,1,";E8YX\8$7K[@]E!2D9U>LQH-7 M8X'4.L*?=10O64>83#)7?!(OF?I&,.=J7>(B4##SM[%:9]C$A56UG>'BU:8*#R6!HL9C M.=[*.KB&>Q1(#YC>//E4O&3`[.W:HMIK9+BM(%=LM5R?F^#9W42,E5V-)(;: M^2T%&R@)%,SOK1;JLN;(L&E<-%J=BW0\8U!^?B6ZW8 M9T,FLMWVAMSLI*JU2O MRI;K:J*=E)?F&B%9@\E M!>G&=7(H.HPC5=8L M[>VN1[R:)#87J-&-`@6-ZYRP1,IK_XXA$L9%5@=[/C")EZQ]C#3/U5I&=!*( M1[3NQ#@Q["0+U,<;!0*U4NTD4+OV\5`2*&I[P/%0*I!?X.QC M&0<*FYO]<"?I:5%_9<`XC6!=54H%7+2DHV6-)^FE>LU7L6YO:X52"5 M,_P>NGC)*E3GC+E:2Q13@?RZ=*^5_&S(O,+G&M2O5R>!5#]*'JA!3.(5]6.L MX7NOX04ZLR$2-Z1^.B0RJ_:Y6FO`N"ED0#?&M,2?#9B7_KU`[<^$!%-JP6X- ME(I7H!:QMN^]MA<(VX@V(YN<.XG;F>U0\>*X[NS+]53L/HP'G0_.A3&[:P$I M4+L?$JS=#Q6H)OY4(+\?.H29`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`GF-S(=+8^B^&70Y$Q7.44@0_"DZ]Y^LS:"Z562^X%_*2H:X;*-U*+F MIV#1_`2#.$8LQYH@8^T;WBZ75\D-%U]%RMN$)UA(@20VBA%+KZ8@O''2I_OA5:&9P>YW"/5S$6ZZTX'-"4KU),, M!,]AH,98I!'Y8FBEMDB\7!C5%$3VE49@`KGHL9]HQ,:\Q`+%Q=Y$3[!H#N@4 M<#YZ06J0*Z@D;Z5-A$]4O;[%!#>'(7R"11*AU;^&CU59AT\P4L-E\`WN[6]7 M+JEB?;6X^>7SXL8''OW*+"M!F]L+CDR[?.^T]OKYD`890^ZNDK@W(67']M2# M&\.;X69]O6#^W*/+5U4-MQT^1?.3)Q]1K6.K?\'.L@[Y0; MN(:U6;J`M935K#T(U@HTK'4Z^CG60:HJ5W<-:Y>K&K\FUE)A\RA@K4##FE*$ M'2%G[H=T[T>GI)W3OQ!J*:LY>Q"<%6@X4T8R MH:8?E_^8<$,9Y<52]F&'CBK!"@[0@T:SI1[+.=S(R2X M]]P5S-!V:;'Q*U$%;94!"VT%&MJ4?"SM^/=]RZ));BNK<5TPP]JEQ<:O8:TR M8&&M0,,Z2HMG@RT)JRYXQT[N-MOIZ-)BX]?05AFPT%:@H4VYQP3[S&NBKMR0 M5JQK#FN$;W!9L935([L6+H^"V:A`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`!#-A=-FLNM4P M>@R$?3;CC[3SU\,?CD]?CM/Q_O[YXO;TVR,2/KZ,CY^$+CA_'W[$>,<7XOEM MG+?MR9;/W[WM0+;\RL+9AA5]=3YODKVM?I'>V39D0YK&DWM;3[8\C;QM3;9\ MUN]M&[+EA8NW#63+)R?>MB5;?IWC;&LJAYU&Q'--Y;#P#VT4:ZRP0QO%&HO3 MT$:QQBHPLFTHUEB+1;:>RN$`)K*MJ1S.+D(;]0/."$(;]0-VYZ&-^@$;X]!& M_<"OKUT\>RJ'T^.H7$_E>.'IRU$_L#YZ&_4#?TC*VZ@?<*@7MD?]@`.TP'8` M%?P6,;*`"'[X%UCP+@?UX85.9.NI#_!:);11'^#M16BC/L`[@L!&4RB>05L0 MX5]VV'CL0(/?W3H+:L/UN:"=`RSXE6YD`3G\'C:P($AAC-!3X7Q!+X5]A!X* M^V<-0SR#UGCV'\R?;G>-KVI']>%]W>X:_Q/9\-YN=XW_B6ST9I3Z/++A[W%\ M"&-#O1W%#,$,_3%CHOGR87/]0?[>A^U+#-YP[.*'!12!R(:'7]-31C8\(,W: MT(;J!JHSZE74.5"=D0W5T8P.;2->!*-._)S&CRS\&F>/.D,;_3H(=88V<*$9 MR.<#-E[X(0L]0Q1]E.OH&2(;JJ.^#&V@OZ%GB&8!GF%#SQ#90)]4,+2ANBW5 M&H0W5]51G-&I19T]U1C94 M1VH7VL;]X7K$%8=@1,`RA989ECFTX`H'E"NJ;3P@5/AMM6]G/&!0XM>\WC+! M,H66&98YM.!'R6@GJ@U7`&")XH-+6Y##:(:.>TQ"W#P*N,$RAQ9,L$RAY8$"]TB]&7&/886[LIYRP0+ M7:SSE@0+W:_SEG&'"86+K]Z"R[O7`L^XH#4&UG&':*#N^N^S+B#A/%E,:.8 M$RQ3:)EAH5O7OC;<^D8[D06?3,&31N,:GTG!\T26!`M]?,2W,VXQ%_")#6^9 M8)E#2X*%/LL1E!G0/_B.D+>,PP'M1!HRP3*'%GSU!^U$9<8M4A`^/^/;P2=T M4%MD2;#0)VM\F7%`S^%S5=XRP3*'%GQS"T\:E1D'S!)\R"FJ#;,DM"24H8\_ M^3(CMHPCMK3>,L$RAQ9\0`ZU167&`7J`DZ^H-NA!:$DH0Q\_\V7 XTW"'C M*XG7]#5"7P9?0\1R*[*,&^A!N&_&IP516S3K\05!U!991FPWQW!'.<$RA989 M%OJ&;L":-J^A9=P@.O'N>X-1%>ZA)UBFT#+#0E^W#!C`0A^Y]):1-KKQ/G>- MW@YWG?BJ-IXTZM,$"WVL.FAGC><)]_;XXC1JB[CAR]*H+;+@N_18P$>Q'GN, M@S[J4WP[_GH.+?A(/&J+RHS8SH_ACAU?7`?K:);@T^I@'5E&;,C'<,\]P4)_ M"<''+=$F/K2,/;0WW(E/L-#?"(AJ@_:&EA$;ZC'<,T^PS*$ET28\M(P]%#;< M24^PS*$EP4)_*<.S'O.V)WH>'$1B@1M9<%"&Y6UDP=^DP8(YRC+X.S2H+;*D MO/6,+",M;D/.M,V)G@:['&Q_(PNV/F@_LF#C@Z>)+/B)`MJ)1LZ4-YF1!0=& MJ"U;KI;%!OZHY+>;+\?_OGGZO3]_PL```#__P,`4$L# M!!0`!@`(````(0#'.(H7+S8``)HB`0`9````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`.$[GO%W['![(>KT<7-Y`KD1+M9;(>_G:,]T?`J-L3?L>'U MJSK$!=$?*/[6,[NR])SH\"8VQ-_?=88C2-WW*/_XOG,%5R1UHW\H_O/%>M(!2U M-D6OX^O+T>79(]8J&ED9C2]>F2YUBK1_[Q*C'>A:&D'X(6[[^]__G'+R__?H.!'0&^_O5>;A.C M6XD6!Y]81<-PA&'Q@[C_(OX_O<4Y8J#Y"OJOGZ?CR8_O_H7Q[4/TN6.?<>XQ M5P\9XR3LH@15">H2-"5H2]"58%F"50G6)=B48%N"70GV)3B4X+X$#R5X+,%3 M`MY!ND$_#`'?I9_XBWZ:^3L%)F@AYUP]M,FB!%4)ZA(T)6A+T)5@68)5"=8E MV)1@6X)="?8E.)3@O@0/)7@LP5,",K$PZI)8T\OAVA)S?W=/KJUI?N7LY'YR&JXM(1:0FTA!IB71$ED161-9$ M-D2V1'9$]D0.1.Z)/!!Y)/*4DDP]S#<\]03WZFG.[P*1V5,BU:R0:G#29@LB M%9&:2$.D)=(161)9$5D3V1#9$MD1V1,Y$+DG\D#DD"`WZ74]'E\4=1";X:^D6*X&I^P0,(],#T'' M#\%YSY$DIY62+"8F7VG,_K3&EW8;$7L>/)`SIQ6;Y:=U[9^6+'C28]#SZGG> MMZ+DS#*4G9JLAM*X0;(QEG&#:+U+T46<'&$4'Q1AV;1A?H(W1TY0;N')O'@X MP7!KQ\BO@\"=W`60[WSPF)1%8U[:<,&H8E0S:ABUC#I&2T8K1FM&&T9;1CM& M>T8'1O>,'A@],GK*4%Y)C14'>YD52P"AGT268[,&2T858QJ1@VC MEE&7H?Q,Y/;FG4FX[65G$E%ZK1%:R`I>!@CSJAC5C!I&+:,N0_F9R.B?G$D< MD'^0_8YO?WS\\,^[%UR_([O4P]TB.\.(4JT"FF"\M*O_IKAY+V3O`2<-+]6] M8E1'A*%"O1KS2L/;<-^O7UOSTH9=AO(\'+G9R1Z'")/69D"7&&^'DYM.1L.@ MU?<^CPVG&`<'K_&-#6UQC1UB3>4&^*^?)X6YTB!AYU$N@UK1-$E'#'*RJU8; M^EUU:NZ[RE,C-]>D1(9Q5WB1FH"0&DWY7#9ZX#6SXUTHLK.J%,V&AG5$4VO8 MJ)>A5I'%ZA3UL?(SD?MWX381_)V5R)]_RT``*:XN"E&:LBPD$IJADUUK#?\"G6I*V9-4B7!\\HN04%HRJB+*S"K$2U'##EE&7QUVI$Q65< M+!CGT6LZ[B_0T46A\L+LFN=*D55IS:A1%`-/R]'+[!JX4]0'SD_;G:-='AW% M<5\M+]V(TDLWHIGM3"T851%=V35?1Y1>NMRP9=1EL?(S/#+Y&_/D+Z*DK.81 M786Q;S0M!NN%V379E:+D*N3`C7J%P.-RBMF:70-WBOK`^3D>F1]A9XG4BO,C M.[IY]$HO0T951$ER:D8--VP9=5G#_$QD.I,,M,-E&*S%R%\$XF`RF MQ7`VCUZX#%.O$QU`SA)Y?%55Q'KXE=LHW%LH;323&%:^S. M]9@G2J9`2:+"'6G6WY&\Z1=THU*("'\-9SB=%,/)/#:4-ICGD"9^R0)'"HMS(G2>=LX MH'S`GY:+PNAU9MZF7N&Z+X-4:K;+LU:4EMBKYFW:,(Y=HV*.V*G=&4]DZI7D MYMS6Z8)1Q:AFU#!J&76,EHQ6 MC-:,-HRVC':,]HP.C.X9/3!Z9/24H5Q8F1HFP@Z7=9@R9@+&6:35XWQ,:,&H MRE#6^^3(+++G^2Q2D=7YG-&"496AO/?OG,Q->#(7T0WNK4E1%W>]>?3*5^G3 MXM:[,"\M_2I#^;$?F:9->)H6$8866<",+\JET3PZG!F)U2L,C^7]I5(SCXZ3 M([.MGAA>*;.2J%/&,'5,-M\![7O0>9DCYPH)1I:A?>^1'=>2. M/^$[?D03#`?#93"Z*>_XT>O('LS"S'J\E2*GJ.2&EJ1,QZU)N-&EXU9$.#B- M.X\(LUQ%"T:5(J>HSMT.B\T\N?)E[FW]W2G*;X?%F#"/7OEL* MZ.AL,E=:AG$OF6%XSPX[H&)N5\S6YU((LMF"`7.H!]Z34Z^XIBN"5&IF\3$8 M9,=[[GKI_?/T1Y2.-(KL_K909+I5BGB.)&>;9I&.JI@C]?[%484[C*QLAKQ- MRQV+>6P(+Y5[P:AB5#-J&+6,.D9+1BM&:T8;1EM&.T9[1@=&]XP>&#TR>LI0 M=GG(8IB$G5R?W,WLVQ3BAEMS,0$N5H;SV#"=`#.J&-6,&D8MHX[1DM&*T9K1 MAM&6T8[1GM&!T3VC!T:/C)XRE(M[9':"NU0Y9$=4"%@L$^?F95=GB)5H6K%7 MS:AAU#+J&"T9K1BM&6T8;1GM&.T9'1C=,WI@],CH*4.Y@$%C^DH!Q!F8C M_#QZ83_4U"*OBKUJ1@VCEE'':,EHQ6C-:,-HRVC':,_HD*$\P\7T5.=:^/0> M93BB9)6F7H86C"I&-:.&44IN"(KY'E$,A6TV<1E,2M?F)=>`16C6I$]CFH4Y>&+'?_6O#1\QVBIR,*O M%.7ABZ7UVKPT_(;15I&%WRE*P].296]>&OZ0H5S%(VL262H6L_^(\FGT9;G4 MC%XR,QD$Y&FT>L5]RR)(I6;;4:L9-8I.=M6J5^BJV/KNU&H]+1FM%)WL::U> MH:?KXJ0V:K:NMHQVBDYVM5>OF+^+HJ^#VIUU"(HGG1@.`Z/P8O(74+;>"`@+ M"JVMA:SS9-V4KCPABY$) M)2.9=RGT/+\4(DJWJB*"*MK5@E$542H!HX8;MHPZ;KADM.*&:T8;;KAEM..& M>T:'K&&>88QB;H:%%QD.2&(-13Z]+':-YI?!2Y9&@Q=?"N:ETE2*[-*O&36* MTO#32;'<;*TJ-/'TOV3U"7ZF4'L5*4]D@GM#8O[7&CR&)M&>T4I>'I MA/;FI>$/BHZ=4"XSPKLR"R]D#@@R:U=S/!DL;B`+1I4B.]^:4:/(!NJ64:?( M#F*IR,*O%%FL-:.-(FNX9;139+'VC`Z*^N/*,WQDQ7_)*_Z(BGM*,?[.H]>9 M>XIYJ5I51-F`1EL%C35,KM-9<36WYJ7ANXCD`9A=X.5',I9\$"N+90VGE\7] M86U>VN/F53UNN<>=Q4I[+`:+O7EICX=S/>;*%UL%YY99E[R%$%%V\PI>F,3H M42VB5X(J1?84HF;4*+)8+:,NHFN[72[5R\*O%%FL-:,-Q]JJE\7:*;)8>T:' M+%:>^2-;"/CF!HUJ`14WKW*7+38\LS12KR-+(S7;*J)FU"C"[7*XC&@5UJH7 MKM_!BVX^G7I9CTM&*T4G>URK5UPB%9?G1LW6U9;13M')KO;JI4ND8@_AH'9> M(EU^Y\Y&[U_1UWR+H6BB[2HI[-" M_7GBIKE?.*QR6.VPQF&MPSJ'+1VV80>'W3OLP6&/#GO* M62ZV[!(X3W`OP^Y!^@0WHF3'>\YHP:AB5#-J&+6,.D9+1BM&:T8;1EM&.T9[ M1@=&]XP>&#TR>LI0KM:178U+WM6(*%,K>"5HP5X5HYI1PZAEU#%:,EHQ6C/: M,-HRVC':,SID*,OP#'->[WKH>7Y[462C\9S1@E'%J&;4,&H9=8R6C%:,UHPV MC+:,=HSVC`X9RC,LNP?)B$.WE^*1!5XB5<[T%-D=;A[1F4<6YJ7WFXI1K&[Q@M%5GXE:(\?/G(PKPT_(;15I&%WRE*P_,C"_/2 M\(<,Y2H>V6V8\6Y#1/+Y%\O=K,C=7+U.SB<7ZA7FD\7,M5*KS5QK1HVBDSVU MZA5Z*E81G5JMIR6CE:*3/:W5*T['BZ<(&S5;5UM&.T4GN]JK5SRIXJP.:N;9 M^$QV%Y*+5A]8]+P8%L-&1/)T8AZ]$K109#/22I%MXM2,&D6V;=0JLEB=(HNU M9+129+'6BBS61I'%VC+:*;)8>T46ZZ"HCY5?4,46PY!AWDK`-S5E1,RV9Z:S M8K281R]L+LD>?;'UM#"K7NQ51.FF$J/&&MK53,O5UKPT?,>QEHQ6UM!YLK`V MJX;=<(PMHYTU[!^O%-?8WLP:]Y`%R94ZLB4QXRV)B*"4QIU'E#ZQ8%1%E&D1 MPB>HX88MHXYC+1FMN.&:T88;;AGMN.&>T2%KF&>X6/L/UT)8O:>+DEE`QN7K@Y#;<@*MJ%>:E:E2*[]FM&C:(T/&U[MN:EX3M%Z:V1GUBHEQW$2E'6 MXZQX9KDV+^UQH^ADCUOULAYWBO(>B\WDO7EICP=%QWK,E2_V'@;E>8]!]M;E MD7=Z;45D`^Y"O0Q5BNSD:D:-(FO8,NH4V4$L%5GXE2*+M6:T462QMHHLUDZ1 MQ=HS.BCJ8^49EH6]=R<77MS)`RKN,\6=9#X+7F<>8IB7%D8543*@U8P::WCB MTFW-2\-W'&O):&4-D_`WQ>1T;5X:?A-1EARZ=+?AQ;U[:X^%3RQ8%0ILL<`-:-&D3T9:!EUBBS6DM%*D<5: M,]I$E#S]V*J7A=\ILEA[1HOODU/[A7J% MJ?VHN`-6:K951,VH472RJU:]0E?%X79JM9Z6C%:*3O:T5J\C2R,U6U=;1CM% M)[O:JU?,'WV82^V\-KI"X'1$/7>I]?Y%(4B(_%X6O?`1`+WZ%HILZ*\4V1Y4 MS:A19+%:11:K4V2QEHQ6BBS66I'%VBBR6%M&.T46:Z_(8AT4];'R2PV3D9.9 M+YY47(E_D?F([!#FT>O&JFK!J&)4:WB+U;!7RZACM.18*_9:,]HPVG*L'7OM M&1TRE&?^R'X`WM]!&0X(MWF[W^%UW<7+F&+#9#*P8%0QJADUC%I&':,EHQ6C M-:,-HRVC':,]HP.C>T8/C!X9/64H%[#8;N@'K3-?3;KBK8B("G&+?:6Y>=E8 M%F(E>E?L53-J&+6,.D9+1BM&:T8;1EM&.T9[1@=&]XP>&#TR>LI0+NZ1'0IY M95PY_@V["LG5>54^J(T-$[46C"I&-:.&48-B*NX`8&_AFV[Z56Q.)^;E]U=AH:**O:J&36,6D8=HR6C M%:,UHPVC+:,=HSVC0X9R,;YS.^"*MP,BD@>[@QCC\HVA<_/2S"\858QJ1@VC MEE'':,EHQ6C-:,-HRVC':,_HD*%,C.MBA^#MZNNPED\?4D24?S*5WD<;OZ[J90>Q4Y0VI$_B[M7+/]^#FGD'Z+K8AQA*@?<;>M>?WJ:?28T(#QRU MZA:*++65HN3]NQ'A^]?:L%$O0ZTBB]4ILEA+CK52+XNU5F2Q-HK,:\NQ=NRU M5V2Q#HKXO<#71_8;>EX,C6&_09Z`6"E-BH%J'AO&I^/E=QL69M;45A$E:Z": M46,-Y4%S^9+'ULP:M^,@2T8K:YB43I(W-&5429/K3)T'##EE''L9:,5MQP MS6@34?(9@"W'VG'#/:-#UC#/\)$EO[RCLUCR1Y2N&!DM&%6,:D8-HY91QVC) M:,5HS6C#:,MHQVC/Z)"A/,-'UN37O"97E*P8&2T858QJ1@VCEE'':,EHQ6C- M:,-HRVC':,_HD*$\P\6:_.R\F-?J>+8GY9Y_#)16C.:E8\R"4<6H9M0P:AEU MC):,5HS6C#:,MHQVC/:,#AG*Q9`E=/(Y@;-BA"5W-NT-*%N1C&^*YX7SZ\'+ MQ"!4L5?-J&'4,NH8+1FM&*T9;1AM&>T8[1D=,I2+\9W+]VM>OD>4K1B#5Z:/ MLV(5HQT]!MKJ#UN M.?S.O-+PM&*D\`=KB/"9BC?%NE]G03W/)[$1G5DQ1J\S*T;U\IQ4Y0VY!6C M>H7S+5\R?E!S?[YY*2!N.KH.I2"\*(6`TA7C34#IBE&1I;929*N\.J)TQ:A> M=NZM(HO5*;)82XZU4B^+M59DL3:*S&O+L7;LM5=DL0Z*>,4HO]OF9IC7Y+UK M_XLIR:5.*\;HI2O&8A=Z868=5:J(TA4)H\8:NBM&,VO&GX3T9D5(_>XLUCNBM',VM4A"Y)?($<6_#=A=9].,R)*5XP1I2M&1E5$ MF3XA?((:;M@RZCC6DM&*&ZX9;2)*5XP<:\<-]XP.6<,\PT?6Y/)*\G((&M;1 M:2F5'^&(#9/<+1A5C&I&#:.64<=HR6C%:,UHPVC+:,=HS^C`Z)[1`Z-'1D\9 MR@4\LN3'!Y=(P(#2)7_T2M""4<6H9M0P:AEUC):,5HS6C#89RK-R9)E^P\MT M1 M9"C+Z^CBR*HR&/*UA+(SZTIU.[.P'-S"\JEL.S'I;#>QD;^O!S>UM,YC[W@I!9'665+JN[4878=F6EK2R M='6G+%W>#P=(6G+(F'9,:V%@\9I'C((,5#!J.?917I MHGC(41JOR-&1U1E^OI$F+\K./-%3-TSZK8SX2WZ)FV8-F0R])E-79)(8*C6P MTUT@N8.;=H'D4C@DEQB2.[3M1X?\8]+(\V#6T,AS&J;(\Y%EU$C>S%/,\I6E M"REEZ4K*8<@@+9R006+(8&!)/*2+&-)%;9$N8D@7M46.B"%':=LB1T<60J,+ M7@DIRW]HX[K\O&SBIC(M'(:TQ96574I(&S&DC1C21@QI(X:T$4/:B"%MQ)`V M8EN'[1RV=]C!8?<.>W#8H\.>F1Y-+K@]9$R#``V=DROBSV>>>*6R!K7 M5C:20E9BD)489"4&68E!5F*0E1AD)099B4%68I"5&&0E!EF)059BD)489"4& M68E!UI05LAY9WXTN>($WL&2%E[,BMK=*PC>P[`[.RZ+116"RT6*SEW(.C]*) M3?'7X#:]MCE3<23%A^)3SD75Y:.Z2.&')'#+DCAMP10^Z((7?$D+N4%;F3^>9WY2Y,4"&'#O5W MHU%@V:[:]+KXK"1*<7#3ID@G,:23&-))#.DDAG020SJ)(9W$D$YB2"=4L%GKVIG/CJ*S#XE@S(,K*C6XCDM*G-PTQ0CG<20 MSL#P*$#]D,[!+YU[%L_OD.'!39LBP\20X<"2C6QD>/!+NRB>#B#I@YMV@:2G MK$BZ3)J3^K591)Q-9Y=]8/G;-.A;%J-1=,--;IB(TVXC\AW=H/3@1KM)D""Z MV>H/$A"#!*_I%1*\IE>H0CU`%6)0Y36]0I6A5[G"R^^40*$T=*%0NE#!96$* M.0N546#I*YM&D26;D\A]\,,+PK1*D.C(K*Z1:&)(=&2VHX*L4CRDD-HBA8$E MFZ=((<5#OB@>'U0[K!F8O5.H=5@W,(NW M=-AJ8!9O[;#-P/IX1>YDDN\-K9BNTVPTLFQHI1?((FVAZ;G'1NH6'JW8QD#_ M^SQ(:HQB5S^22@Q)?4UOR'-T2.&')'#+E+69$[63%\5^[" M$B._9@,KE@#%T(%T#FY:GD@G,:23&-))#.DDAG020SJ)(9W$D$YB2"F"=30K9[1(Y>"2I)(84DD,J22&5!)#*HDAE<202F)( M)3&DDAA2F;(BE3)I_ZY4AEE^GLK(LA$QL*):B[D<*G-PTQ0CG<20SL"R!:OY MV>)K>DT+5G/3+I!AZ@(9IBZ0X<$O[8(6K.:F72#I0U.P(NFR"DB2/BR'QF%Y MD"4%:VQZ=E85HV&_06KVOL3*A22Y80JA+NZ*136&;E"<3UB7W3"T!%8MF!5 M9@E$K4>_=,'*#(FF>,AJ9!8/*:1X2"$QI)#B(5\4#U6]H5@_ M199_.J=\@^Y\%-WB@M6>>_:3_D5BUNNL4H;;A;+:88TRA+92I:V:-G'3<)VR MI(NEPU;*3G>Q3MRTBXVRT$619UD+>+4X"8N$K!8CRSZ=$UFRS$%)<0 M$CO8-382F\8I$BL+@B2Q9U>;D[""R!,>6+;:C'YX0[(>!XHR^"4,*0T,+]95 M/Z24&%)*;9%'8L@CM44>B2&/U!:Y(X;%=N%JF M$"$R&PV0^,@M,>26XB&1%`^Y2]L6N9-5Q*G&2*Q M#)%9AEL/[CRX]^#!@_<>?/#@HP>?"EB4@*QIRA(87_Z`HOGP]]=O+Y_:YX^_ M]X\\;<:,!X"T#129[)@D15`,'"B"T!1N20T00PD00P400P$0@_[$(#\QJ$\, MXA.#]L0@/3$H3PS"$X/NQ"`[,:A.#*(3@^;$('G*"L5E#94H;O>PL+C*+^[` MDEU0:$@,`R,Q:$@,&A*#AL2@(3%H2`P:$H.&Q*`A,6A(#!H2@X;$H"$Q:$@, M&A*#AL2@(3%HF+)"0UG#N1J&Q5VN862V&PL-B4%#8M"0�D!@V)04-BT)`8 M-"0E!0V+0D!@T)`8-B4%#8M"0�D!@V)04-BT#!EN8:R6$DU/#MQZ1L4 MBW!EZ3Y=9%(^R5!M';9QV-9A.X?M M'79PV+W#'ASVZ+"GG!5RRU(WN63/RQW6QMFE+'N!\@`FDSLPW?7FCVE!ZL$E MD9H8I"8&J8E!:F*0FABD)@:IB4%J8I":&*0F!JF)06IBD)H8I"8&J8E!:F*0 M.F6%U++X_BZIPVH]ESJR3.K`\AWXFV(M"+D'MT1N8I`[,,P5U`]R#W[IX%$\ MDD(%#&[:%!5`#!406%*PJ(#!S[J87!7C$XIB<-,N4!3$4!34!8IB\$N[*!*% M.AG>@@HD=`T81C\B:%$`L/7D+4M2H3\4`_$4`_$4`^! MY?5`?A"?&,0G!O$I'L0G/RA-#$H3@](4#TJ3'V0E!EE35L@J^Q>NK&%C(Y4&'$ M4&&OZ15%-_0J6X#C(K4HP#1T48"R">068-@=R@LP,A2@7O4810)$M2E#:45F M6V0HI\BR@UUK"GI3;.A-#'H/;>WTZ,)'"0QN MV@5*@,*A!(BA!(:V)[I`50QNV@6J@L*A*HBA*H:V7H90(8-=8Z-"TCA%A4E0`PE0&TA.S'(3FTA.S'(3FVA M,3%H3&VA,3%H3&TA*#$(2FTA*#$(2FTA(C&(F+8M1)1]'U?$L"&4BYAN$O7/ MU*$A,6A(#!H2PYV?�D!@V)04-BT)`8-"0E!0V+0D!@T)`8-B4%#8M"0 M�D!@V)0<.4%1K*OH^K8=P0RH;J=)-(-20E!0V+0D!@T)`8-B4%#8M"0 M�D!@V)04-BT)`8-"0E!0V+0D!@T)`8-B4'#E.4:RLN24@W/[MCT#8H- M.F7I&!O9N0TZ<]/AN1HQJQW6.*QU6.>PI<-6#EL[;..PK<-V#ML[[."P>X<] M..S184\Y*^26#9WDDCTO=]@!RH9C?-2>-N@BTPTZ_ECJ8F0NB=0A%)HI@]3$ M(#4Q2$T,4A.#U,0@-3%(30Q2$X/4Q"`U,4A-#%(3@]3$(#4Q2$T,4J>LD%HV M8!*IAUV6R[`SDTL:6#+3F8_43][`9)-KWHE+_%1$7,.Q$S16"&4#3#9DH*PY MIKW09ESBIP$AMS56"+VI%^AMCM:+LQ^7^&E`%($U5H@JH%Y0!>9HO4QOBC4L M*L/\-"!*@R%J@WI!;9ACVDOQ&674B_EI+RB8#!85(WL[;L6$39^\8@++*R:P M2]M(PU5/#,5!#+5!\5`;Y(>KGAC*@!BJ@.*A"L@/5STQ"$X,>E,\Z#WXF1"7 M%\7[LB#WX*8Z0&UB$)NZ@-CD!V&)0=>4%;+*CDDBZ_DQ/VRQY'('ELL=&&[Q M>EZ0FQCD)@:Y`\/,1-M";O*#W,0@-S'('5AR?)";_"`W,)"5_"`K,J((;K_S7=H5"&[NP:F)1[A*@=Z@&U0PRU M\YI>44ZOZ1451CV@PHBAPE[3*XINZ+7?72]2BP),0Q<%*)LY;@&&79Z\`"/+ M=M MT(=>+X,?=ONDJ,J?A<2=8K#K#1$:!Y;[QH;>%`=Z M$X/>0UL[/;KP40*#FW:!$J!P*`%B*(&A[8DN4!6#FW:!JJ!PJ`IBJ(JAK9T.Q>Z>LF"S0QYJC'S[8(84V*S[+LAB9776O!I8.Y>IGK!G\ M_-AM8M?8W<`LSM)AJX%AY3N,8LYEKH=E];T9FEH76X?M!G:RBWWBIF=Q&)AU M<>^PAX'Y&7I,[!K[:6!][*)"9./(N\QG84_/Z/"+_%%HH2_ M^?+\VT]O[RZO;Y\P[$.KH46T7$UNG_"-*\\RA:77C=IF?PRO?U%$LD]W^&8W*/% M";KG-T+7X>(HCW6,#..[V5X?.`U\E)(M,IK<]N7&-AE5;OL28YL,&[=]J;%- MAH_;ON38)L/(;5]F;)/A`J?F9DEF#+#ACL/M[J0=_O#.;RZV?EC@=A@9+F[Q MA]<.(\3%;3],<#NY6=SV0P/;Y*9PVP\1;).;PVT_5+!-;A*W_?#`-KD+W/;# MA&=#7OJ9`MMD0@AMW9S)Q!#:NC:9^4%;UR8S0&CKVF0F"&U=&_!,;/V4K*A; MR#H3;3T;9GC7T-:-.1?;PK=58L,?7KW(/!_:NC:9[T-;UR;S>FCKVF1^#VU= MF\SSH:UK@SPST<@[=V@TN\4?G@W2S40_SP;I9J*?9X-T,]'/LT&_V2W^\&Q( MR4SRXMF0DIGDQ;,A)3/)BV=#7F:W^,.S(5TSR9EG0[G/I.8]&TIE)O7BV5`O MLUO\X=E01C.I)<^&,II)+7DVE-%,:LFSH99FM_C#LR'-,HQC%Y6O6QSBI?3G MC?X(=RFY]FQ(Y:7DQ;.AC"ZE)CP;C@7W&M^&F&.)Z1TGRG8LM>O9T-]8^O/N MD;!-Q.;=)V&;BLV+B;(=2^UZ-GP40<:7L+RC\04V?`;!T^$.'R\1FW?7A`YR M/\*'`5R-9&:`IY]L0_F-I0:]XT3,L6CKV5!&8ZDESP;=QZ*[9\/E-99KS+/) M)_AP';GG+A_1@[:N33ZJ!VU=FWQD#V./:Y//Y$$_UX:/D,C8X]J@WQ1C#SZ6 MR?F$K%/1UK-!.IG3N39H*V.!V]]<;`O?5HD-?WCU@H_]R/7NVN23F!@C79M\ MXA+ZN3;YY"7T><.>::BD6>#1E/<.UP;I)N*?EX[2"?7GVN#=%/1 MSVN'#74]Q;W#M:'&DL:*P+>A-*=2GT>.)A0VM)-[#MY=P,<)VY78O/$%AS^6X_3J#(3:\'UDJ2775HD-?WBYQO>3I99<&[ZG+&.!:\/WE64L<&WXWK*,!:X-DLO: M"6\RXGPB9[)V'':\'(V63.[ M-KRE5M:;K@TOI[O&=>3:\$)&68NZ-KRL3M:BK@TO:)2UJ&N3MP3B.G)M\C9= M.0>OEF"3=4!XK$'CTECF?'BQ)>N`4[N2X_3&)1S&E6CDV2#!E<3T;)!\)+I[ MZP"$&TE,SP;)1Z*[9T-_(]'=LT'RD>CNV7"((SE.S];A1>AR+-Y<7UZV+L?B MV>2EZ]*?9Y.7JTM_G@T:C:3.O&.!#B.I,\^&$AM)G7DV2#<2_3P;2FPD=>;9 MH.U(ZLRS(2^B.UZ_S_4B/XJ`O+@V^7$$:.3:Y!<1D#/7)K^&@)RY-OSTS(WD MS,LG?NCC1O+BV>3=_)(7SR;OZ)>\>#9Y5[_4KF>3'Q9!3/RX!N<%[62N[]J0 M$KG^7!O.[PKGYYX[^KM"3;@V^34-G+MKPR'*->W:Y*=PA9IP;?([ M&LB+:Y-?745-X"U5G!?Y]57H[MKD9U:1%]>&E(C-W_,>C63NAA_IX?[03L9! M_.J,9[N0/0_\$J)G&\F\#C]IY]IDGAP^^T5C*\[ASC\'_$*AS"?<\\,/6LI\ MPK7)#^5"(]8]K@UIEGF/:T.N M+W`]N+:[&Y39C5M)-QC,\*OW7$?X;7I8O%%U?H/!*GQ6L="F@45^!)VCX4?/ M$(G);TVN!A=RP9M-JYE"\O6M>Q@V;N6`RP'U[*]P:.G&V]&OX-E MYUKVL.Q=RP&6@VNYPQ')=*QU[5YSU[CFKKWKIX&EWRVOO7K6"9>U:-K!L7,L6EJUKV<&R=RT'6`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``#__P,`4$L#!!0`!@`(````(0#X7Z?4F0@``&HB```9 M````>&PO=V]R:W-H965T_ M/?SZR]U;VWWN3W4]S.#AVM_/3\-P"Y?+_GBJ+U6_:&_U%9+GMKM4`WYV+\O^ MUM75TVAT.2_]U6J[O%3-=SRS$L7ZYM5SV>$?=7+ZB.TO?X M@[B_-,>N[=OG80%W2]Y1&O-A>5C"T\/=4X,(V+#/NOKY?O[1"TM_.U\^W(T# M]$]3O_7:_V?]J7W+N^;I]^9:8[0Q3VP&'MOV,U,MGQB"\9)89^,,_-G-GNKG MZO4\_-6^%77SSXV@_MY5^NY`E7W(DOG.#I"!\B8<0L3"F$3#XR[8], M_7X.121'#_KE(5CM[Y9?D)-'H1-1'=_4B*4&RTOF-K%!:H/,!KD-"AN4&E@B MVBEDI.O/A,S46RTPF9*,(GLQ&BHG MO945$5?R\="4/%,IGI2F>2,D)20C)">D(*34B1$DMBA'D(R.0D(*34B=%]5MJ1#7ZQPVP-I^;X M.6J1/MZT.S!M,RQ!M%GA9(W'E'G^86NNI612DIF7$I)QXBG7^:2CN]Z9KHM) M2;HN=6($CX-*"U[N&(R:07*R0;TUA11X]J[.E0(<*Y.2?["VSD0HK<>S<6?O M0ZD0\Y*,Y7@F2##MM?F/M%,8[6QWUL(O]7:,$?$0HV-(1FR.B4`8%#G.L4"! M0HE$_J252J1"RBC*)5*^"HF4KU*BT9<9"#O>56++N44VV9,KT!9+9)JXP`O, MK(J%UNXPSMSZ$%AE3:(4Y'BD`F$3EBBC*%>&8[VT]2W/A5*0;DK#C1DW._8= M@]!&Q(Q%YCK@EB@5"D!(E%*4"&6%Q7QK*J6%!46GX,@-AY[PC$'[\ MPTYV,?(X,I:GO[6.^%AH!?XX@;YO[TA*+AVG$NF9RML*%,JEEG"\L3*G4'+I MN)3(D;;LX'=$S>L!(VJ.C/7'$4*4+24>0:E$*H2,HEPBY:N@J)3($0@[[QV! M\#+`"(0C:_UM[/7'M<3Z\[R=M?TF>(]EZ:SE;BJ0EI491;DR9.O/6^^LS"B4 M@AS6TG!CIBTK%!QQ\_K!B)LC8_UQI,60>`2E`AEA<2T-Y=2PH*@T?)F!L)+! M$8BH)%1>1!Y'QOH+/&L48Z$EUI^WL:KK1,GE**<2Z9G*VS+6GT!\_>VM=@OI M1'6XE,B1M:Q44$&+]]W_+8<\7ED8L\J1L2PYVNJ[*D&I\+53!UXFD!$L,2R$ MEN:^-'R9L\I.?A7@="SR@L`(A",MI6*/HST?Z:UOO]HG2D'-(;=!02E1)K0T MS[DR9&MPM[*SIU`*TDTI$/=L!.F[BY@1FT6,0%I78H'T-4A12@TSBG)J6%!4 M&H9F(&81\[UTQ+N17=Q(A+31BANK9(Z%%E)(U[+JD$1IR3E(!3KHE?%Z8U6; MF=!:JW6<*U]ZBU:U7"@MV6+YO1;-\7,70SXMA@0R#B'O8-<00FN'<9Y&D];X M0DLLD\"SMZ14NM'6A$!:(N92Z]W&"JNQ[<[:5TOI9FS,'!VSPOIN=M'*"U=` M=@DIT$YMMXE`!_4BETJM\:Y[O./+!#)&@+O7?!745VGX,@-DQ8_:[,8`U_L% MFB`7F/QM]U-[P_XPO>VR^R#K35`@YF+*@,`G><(-M5@292A3.:4HHRBGJ*"H M-)`Y"*PNL@9ANQZ/-'Z73F]Q671VW!Q9<5NY%@M#(^[)4,5-4$8-X.U]+]!\Q)*/P+Q*8:-`VM#FVQK=XN5EHPPH2BE**,HIZB@B'TB M$OU"BSQH_LF'7]U?ZNZECNOSN9\=V]KCN+`M'N&[U;BZ;<#"$ M;&NDD@P2MD-2"8Z),'=*<#2@URZ;R#N@UV.A:8TS2CSTS25)(6%5#^T!ZCGT MS25!68<>N"0HWC`++@G>)L((]2MM!V\08>*4X$4A9/4SM20L-*9 M2O!Z@&QV22)O@[ZY\C.&A+VJ46]X"47?7!*\BZ)O+@E>2=$WEP0OGNB;2X); M$/3-E?&X^4#?7!)<<*!O+DD&";L5H/'@N@-]1YZ'3 MKAT"]VWHM$N"6S5TVB7!Y1HZ[9+@C@V==DEPDX:^N201MD?70,?[$'?5-)9\ M'^*BF?((:\T9?'P(V8TIM4BP!IV"%$O0*)4T>VP'?/IG!=/LA+_IJ'%= MO5K@K'QNVT'^0,O+Z:]$'OX#``#__P,`4$L#!!0`!@`(````(0"/112A&00` M`$@-```9````>&PO=V]R:W-H965T@).0+R6I&M#=5NI*J]5^/!/B).@"1ICW@__/WR\?-[XGV[2ZI(6H^,'_SJ7_ MZ?C;A_U3-*_RSGGK@8=*'OQ[V]:[()#9G9>IG(F:5V"YBJ9,6_C:W`)9-SR] MJ$5E$2^S+-&2'%M M9^`N(*'C/6^#;0">COM+#CO`M'L-OQ[\SVR7L*T?'/>=D"3([^WPVWT0L6OW<2T"*U$Z2M$V/^T8\/6@/B"GK%)N-[<`S M;F$50BHS-'Y&J^(`+`%].[)HO=@';Y"5K".=B+3UO9[D,.()AD-))BC+/DX` M8GO%D`=#L5:*J*UT%?7KU69.1%']H(#8!1(#L$(N)D,B"I4T]LWF(7."$FFI M*HDIC5T@,0`K*%1C8I^('GP0VB=[NW)"$F5#Y5HXB8XMZW)MKTTLJ['64@8] M.Z$,45L9I".T_9^(9*3#!1(#L(*N)H,B^M,:$,D(Z@*)`5A!UY-!$;5WNG&R M?"+*4M7`R7&L;3@GL"42`["BXSTQG$W=Z8C:T2/FIIDX%'XX1M3UVM:'-P`K M/)SHB?"(VN$WS@9/1*'HSGF(M:V/;@!6=`;C>"*\@NWXRW#C=%E'(@7ST-$7 M]^9>A(G8*G`NC6O`:%S][S'L.%T:1AK(P]"42<\'5;8&'$L3&FA:F1HB-G%TW(GI$:_.@0B\8J<`)-:&"!I>M8I0)/=TP$XXQAJ<#'BVS M)0S$+@<.K`D--,=L#>XUR/2P0PW.R8E[XY`'31_E`J%CU[KI>C9K"F(]T6W0+5)N0"GJ@TK.NY,V-Q[PHI)>)1P6O MA`5<0CU*#^,3V\%K"/;EX#';P:-HC"?PD%9XT"^`YVV=WO@?:7/+*^D5_`JA MPMD:.K:AES!]:46MGF5GT<+#5GV\PR\6#O=>.`/R58A6?\':]K^!CC\```#_ M_P,`4$L#!!0`!@`(````(0`@&9J;[B```-^A```9````>&PO=V]R:W-H965T M?AV]\OK?]T] MO?[;^__\CW=_/3S^\?3Y[N[Y%3Q\>_KE]>?GY^_9V[=/'S_??;U]>O/P_>X; ME-\>'K_>/N-_'W]_^_3]\>[VTS'1UR]OEQ<7Z[=?;^^_O9X]9(\_X^/AM]_N M/]Z5#Q___'KW[7EV\GCWY?89^7_Z?/_]2;Q]_?@S[K[>/O[QY_?_^OCP]3M< M_'K_Y?[Y7T>GKU]]_9AUOW][>+S]]0M^]S\75[/?;+Z\_+++#S=7KM^_?'0/TO_=W M?ST%_W[U]/GAK^;Q_M-X_^T.T48YN1+X]>'A#V?:?7((B=]2ZOI8`OO'5Y_N M?KO]\\OS?S_\U=[=__[Y&<6]?GC__ M\OIR_69U?7&Y6*Y>O_KU[NFYOG=I7[_Z^.?3\\/7_YN-%M[5[&3IG>"OX>2% MA)<^(?X:"7_RZE?>"?YZ)\CY"Q>%>OS)^.OMD>\7[-?>'G^]_6*A(7HAX;5/ MB+^2\.6>-3XJ^DW/Q4'A>H6G,%<'7,UX`W MR\UJL5J[&O#"SUNK-XNKBA]>4&K/0*O-RZ2VD M>KA_2&Q^KOS08'QL\`^?=/GF:KFZWAQ;QTNQD4JST%KS@VA*;5EH=3%_V=NY M!1];?GG[?/O^W>/#7Z_0G:(4GK[?NLYYD3DGOLW[(CSU`NB,/CKS#\[^E]>H M,6C?3Z#_>+]87JS?O?T'^I6/WBAGHV5L48B%ZUN`[>Q=\B5HN0$OC,@FT6$B2,@55 M"NH4-"EH4]"EH$_!D((Q!5,*MBG8I6"?@D,`HD"CW5.@+R].E=K)N(<%E7JU MWL2!S&>;Y>4I^`61DDA%I";2$&F)=$1Z(@.1DB(#D9'( M1&1+9$=D3^00DBCL")D5=H>/89=8Y3-9SD,QU_,61$HB%9&:2$.D)=(1Z8D, M1$8B$Y$MD1V1/9%#2*)XX@9LQ=/A.)Z>!-T"D9)(1:0FTA!IB71$>B(#D9'( M1&1+9$=D3^00DBB>&%F$\?3#C#=N@/K\^?[C'_G#<;X@W84SC^/L25!O9W*) M86_062SBSJ(\&4D#J(C4Y+HYV82NDR%,>S(2UQV1GEP/)QMUO;A*7(\G(W$] M$=F2Z]W)1EVOKI/QP/YD)*X/(8G*S$WK@Z&AE(W#<=EXXH;V05%1XH-V;1$.B(]^1G(9B0R$=F2GQW9[(D<0A+%&`-I M*\8.QS&>"<8L&N*;9-A=&#;+FYNX&,K9Z.IZ'KMO$KF:9=R"I7[41)J?N4X; M7>V)##]SF3&Z3%+E)O*Y);+[F:OLHZLLETG@#Z'7J'C=1-DJWR./ M"]@CE+!$OF!4>H3B$ZO*H[#(LJV5?'2?L&0WL:V1?$R?<,MJQKSW[.D0) MXPB[N9712[G.*&E"'EV%;6AUO8K;1R%6X5!U=9V4>*E66@[S%2/WEZND:Z\E M8="A"0JO>+E(\M6JE5RQ$Z2^>D:#H!?=CVHE[B=!ZG[+:"U<3F22!22EARM\"& ML$>WJ=5U,LTKO-7UY?$>E-[&2I7%;R4HN"UY%'1[C5C-?M-[3JNR^.T$J=^> M_0YB-?M-;C*CJN)V$J1NM^QV)U:SVT6:W[WJXO@@Z.@X+B0W-;0*:9XR1H4T MH^A.,Z/@ME*ZE4\498`JCX*0UXP:CQ;X*_EN#=:=F$:I]RRXPN!1D(^1T<0) MMXQVG'#/Z!`EC(/LYHM6D.=Y9!1DCUPO%PR*DU6EPJT6NRAKK$I&%:/:HW!@ MS%8MHXY1S[X&MAH938RV[&O'5GM&APC%47>S2BOJ?K89]C\S2OJ?9(Q;N.7U MN6H?UZ^3!EVJ+/6W\BBHES6C1A-JD1LW\M/5Q7W'OGI&PT^Y']5*W$_L:\MH MIPFMJ.Q5%K^'R$E<9&Y2:179/-F,&HJ??^H-L7#/(>*NIV14>125R9PP0`TG M;!EU[*MG-'#"D='$";>,=IQPS^@0)8PC[*:45H3GJ68488_BKFB3KJLN_"0U M[(H(56Q5>Q1U192PY80=HYY]#6PU,IH8;=G7CJWVC`X1BJ/N9GI6U.<98!3U M&45=43K4*1:S$6YNKLTM+Y)I@*[B..VP& M'D6S8IYTB]6+D\A2K:065(+.32*/2X:U6&G7U@@*K\CW:K62*W:"U%?/:!#T MHOM1K<3])$C=;QGM!(7N>=*M5N+^(.A>!8/EAE.VC#J/PDDW^QHXX M-$>QE]7W(T]B_%.3;I_P.IR/\.JP6/DYZ2+IB"O1=Q1TA8U8O7BM5JSL MZ7HGLEZJYTL-8O7BI4:Q,F?PDZAZI2U?:2=6+UYI+U8^@%?)VL=!]..UXM;F M)MS&V&(Y3\2C3G5&T6V+4.D3!G>RRJ.@K&I&C4>!^Y9]=9RP9S2PKY%]39QP MRVC'OO;LZQ`EC"-\9OJ.<%"_]7/3=Y\RZ)%*1A6CVJ-PS,Q6+:..4<^^!K8: M&4V,MNQKQU9[1H<(Q5%W\UVK7L_SX*A>SR@:,Z^NT^G[\C2!=H/%M(LJ598; M1^41\BBH9M1HPI>F[VHEOCKVU3,:-.$+[D>U$O<3^]HRVFE"*RI[E<7O(7(2 M%YF;1UM%-L^OHR*;4=!7%,L9!?U.R:CR*"J3.6&`&D[8,NK85\]HX(0CHXD3 M;AGM..&>T2%*&$?839"M",\3YRC"?BX=#ME6F^1%AV+IK:(1X29Y^E2JE=2" M2E#H/GP,XT?0WKT.2QM)&%[1&$&?\B57["2A^NH9#8)"]U?K=,:I5N)^$O3B M#]J*E69B)RB\XFJ33,GW:B57/`@Z=\6XY,\L(2QY"<&C:/#L%PQTS;,4*T65 M(%U3JP7I[VT$:<*642=($_:,!D'J:V0T"=)\;06I^YT@];5G=!!T]!5%V-T^ MK+9UY/'0V2/W1Q?I-TDE*[P5.C2UHJI8JI54C,IRSVW+6X7=GOK2*W+;4BNY M8L>^>D:#)GS!_:A6XGYB7UM&.TVH[BE>>[42]P>/W)]3<83QBHL9`W&SF!U/ MBGE&\"N7*BYG%-ZD&%4>!0EKCZ+2(E\M^^HX8<]HX(0CHXD3;AGM..&>T<&C M^3?&$49/:$;8\23",XJ7>3;).PS%I;?"GU/Y7JV2*5*I5E):E:!S%6.^28F5 M]B6-H/"*1D,ZY4NNV$E"]=4S&@2]Z'Y4*W$_"5+W6T8[0:%[BM=>K<3]0="Y M>,7%?&:IX7)>5PC'(AZ%=R1!VEN7C"I!V@)K01J"1I#Z:AEU@C1ASV@0I+Y& M1I,@];5EM!.DOO:,#H*,.]*9J3VF?]20/$+4M8VL-LG[1X5/&?1"):.*42V7 MU!=I&[9J&76,>O8UL-7(:&*T95\[MMHS.D0HKM=GION7/-WW*.J^Z&&-&"WG M5R=ODMZM5%W:825(JU?-J!$T.Z:'-2J+WTZ0^NT9#8+"JD2=WZA6XGX2I.ZW MC':"YFPOE\F[#7O5Q?%!T-%Q7%AG5@DN>97`HZ@3\DL"VD!+L5)4"=*?53-J M!&G"EE$G2'WUC`9!ZFMD-`E27UM&.T'J:\_H(,B(L)M=&U/.RWG6'77S,XK& M8?S0QB>,AL6K#=W-9U_!0*OR"2/WX3#/W\WGA$$7UUA7I`K=JI74N\ZCP%?/ M:-"$VO62^U&MQ/W$OK:,=II0W5.\]FHE[@\>G8U7W)#ZFIS&D&7C"J/-OIVS;\QCOR9F?TES^P]BNXW_)ZD6&%Z<1HN\R,;L?)/'"[2 M1S:B!XN?@K3#:02]>*U6K,X\LA%9+]4+TDL-@EZ\U"A6&(2>?CPUQDFL](I; M07K%G:`7K[@7*Q_(]#Y\$/UXK:CD73G^.VWN:!]/H#S"'VGVA4 M4`D*GI-Z%#R5:,1*?;6"U%R3R'ND&2W$RK@>QE)TO?6E^Y#M=`EG MDES"(]S13G5YM4G&2\65::5//^(??F;2=L63-D'NM2:]_$W23Q2!F53!TF"5 MP6J#-09K#=89K#?88+#18)/!M@;;&6QOL$/,XD(X,Z]#R_-50`..;1*2`L^] M&>Z-:K:Z21:<"[728IG]!S?5BJUJ1@VCEE''J&0;1J)>X[]M6KE?I:WB0SLD&MQ-<8 MH3BF;BX0Q/1TEYOG".&L$9,#%\Y5N.BX2E=)"F_E;K%!./4N=[Q/EV+E!YJK M9*VE$EW'?;4@'?;K880DJ!2D`ZA*D/ZLFE$C2!.V@C1AQZCW:*U6@R"- M[2AH[;(:53)79;22:0B./!Y*>;1&HSQ5GU7:&@MOA6I]?!EBE2R?EJI+U"J/ M@GMJS:C1A/.+RO''HRVGZ!CUL9-%NL/)H+KD;HR\Q+%SP]=3`PUBYX>U6I@Y M9A*N@2)VXK?P"($25#*J/(IB,_L*4,,)6T[8,>HYX"2^ MFI$+9U!]DAZR\%88D!^KSU4R)"M5EZA5@K0)U(P:0=[Q(GF+HQ5=O72,>D'> M2]HY#JI+]D9!1\=Q\**)1!`\GDBL9H3@B=_"(T1*4,FH$J0_JV;4"%)?K2!- MV#'J!6G"@=$HR`A!-(P/0G`:QLN/RU'`:(P2QB&(1MU!"'C4O9I1TO4D`Y_"6_FN)^F8 M2E6E>"I!VD1J1HT@='^G?H]6TUJQ4E\=HUZ0^[7_>)]D<5!5LC@*,EJ>&UM; M-R\_#-<6G:]F%'4^,XHZ'T*53XC)HV2H9M0(TBNV@C1AQZ@7I`D'1J,@(P31 M`#NH03S`7LTHZGS6Z7IOX:U\YY,T\%)5B4;E4=">:D:-)CS>$^G.->//!Y.>Q0TCD+0/)-9IV^:EJI+ MB"I!.MBO!6GC:1BUC#I&O2"?HW2T/Z@N.1H%\71K?6:\?.1)<.8Q;A0S3L;+/VHZ1_LD-'YHC5OQZ7ZR MOD@ZA<(G='/?P"H=#JF5%%_ET29TST^()5_!:HI'03-L&76G0VJW'+/#/87O-@VZ-HN)`NY13>Z`>+*6(UMY]5NB=1)7K8?.<,!56_ M$2NMU"VCCE$O"$WG5`OH,>8@5CZ3-TE=&D4W6G0R?/]A=>9A/58N_-*5E&LA M2"M7*4C;725(UTUKCZ+0S>X#U+)5QZ@7]YJ)09!F8A3$CZO6;JA\&E]A;#1O M[ZS[+B:/QX[VQY:N184'%\D@-?=F:&5JMKY(UBP+M9*@EHPJ1C6CAE'+J&/4 M,QH8C8PF1EM&.T9[1H<(Q1U"-']PRU7SXM^:YP\>!4\I"D8EHXI1S:AAU#+J M&/6,!D8CHRE"<53<*#ZHMJ>HS*/[<-'9#8;=&KXVP()1R:AB5#-J&+6,.D8] MHX'1R&B*4!P5-\0.HD*-.=E$=3T/R:-HS0A3>FF2A;>*'F]<+I.'PZ5:2<** M40I`[Y:/]XHP@#.""-.-S%:7BR2 M?K#T:6"@L3NE$51[*VS2(JC1A-YS,AQIU4#2=(QZ]CRHE?>JE!T(N7&L7*7RIYJK%:2^.D'JJVDD:UZ%6DEK*1E5C&I&#:.64<>H9S0P M&AE-C+:,=HSVC`X1B@LBFOH$!<%3'VP,Z6IL.-)A5#*J(A1?/9HC!%?GN<"U M1\&(@E')J(I0?/5D&'YJFHXG37-&..9)Z^4Z?7.H3`H M"'F5N!2>11W;G#)A\I59;L M5Q[-"QIQ&;HQ1#`,,=L*"POG@67*MD5'ED M7?Y,#[SA'EB0UI>DMRB\A=279%Q8Z3J,=N16]I',6%-67V2RJ M+X0JGW)>`8J:\>9,5WSDQ^JJO2H&*,FR6.[-$/#(+!G/%VHF$2D958QJ1@VC MEE''J&H9S0P&AE-$8JCTF;T<^.'.CIISCV*UF+29ZN%-_K!4HQ8^46+^*W(2E1='JD%'6_'QR7O M1A`R>GX:T8H5!BTG*WJ1I1,KO6(O2*\X"'KQBJ-8O7C%2:QX7>;FS(#PR),: M/8_GPG49;X5'/%+XI2#]<94@G??4'@7/G!JQ4E^M(/75"5)?/?L:Q$I]C8+4 MUR2(7_F].3,:/?(D*O,`U2V,GXI\G:[4%#ZA#)7C*EBJ*F&L/)J'JLGPJU59_';LI&RK9S1PPI'1%"6G M5Q\?_OR&:G2)Y_;OWYVX/V![L\X^P!6"DB@89V=NZ,C*AZNK[,/+`6W.N3-4G#'0]XL!3>^S'7@?!W<[)!K2\DWUYF;)7":8G,#Y?@6 M6E(]BIL+E,)QY3Y1&BAN>,3>,!Q"="P%XQ74`RMO&*1DA:F44-S]DJ^#00GR M9BD8FZ"&6`H6;+(<*QSL#0LUF5L.804+,IE;%6$EWUS!F]6@L;P!;Y:"90QX MLY3\>I/E6*WCZV#1,7-+>ZQ@<3%S*WRLY)L+Y,WJ(@HH;D&,TV!)#GFSE/P: MK1%K\YP&"]E0[-^SQN\QZ]OU.G.KNNP-:\SXI9:"Y65XA%2MXN)>Y9U6LX!E?YAY9L8+G>IE[\:H9?:O6C>.,L\99:Y-ZA8P?MEF7N1BI5\O4;< MK%L_7DR%-RO7>/\4WBP%[T1F)<8>?)T&BGM9D16\G(CK6$J.7.=FKO%J8.;> M86-O)13W*ALK>!$0M!]85S'B@Y>&\9U+`5O M#R,ZEH(WAE$/+`4?'F3NS7LCUROTEGB!FA6\/I^Y5[Y9P7ORF7OSFQ6\+I^Y M%\!9P5OSF7L/G)46BGL=G!6\-Y^YM\)9P>OSF7L3G!6\)X]?:BGXW@=IK!X6 M'_8@C:7DB)O[WH*O@\]3$!U+P7B(ZEX&LO1,=2\*47HF,I^.`+O]12\&DJTEBM!%^H(HVEX$-51,=2\#TJ MHF,I.>*6FW'#5Y6(CA51?#R)Z%@*OJ%$="P%GU(B.I:"CRCQ2TWE"FT.7R%S MO<9WWYG[L)D5?/Z=N>^;6<$GWYG[S)D5?.R=N:^=66,$>?)G;YXT5;,67N>W>6,&.?)G;XHT5 M;+F'%0]+R:'DIE)`<9OBL3=L>)BYO?%8J:&X+?)8P5Z'F=L6CQ5L9IBYW?%8 MP1Z@B)LU4L56H(B;I6"O3\3-4K#E)^)F*=CY$W&S%&SPB;A9"G:L10RL$23V MG\7OL13L)HN\60KVAL5U+"5'#O(S.5BA?*R\89M6Y,U2L%LKRL=2L&DKRL=2 ML#DK?H^E8`=IE(]U9\)&TB@?2\%.T8B!I6##:)2/I6#?:)2/I6!C:,3-4G(H MN:E@UV[$S4J#;;D1-TNIH;@-GKF.8D=NQ,U2L.4VXF8IV,(><;/N9MC)'G&S M%&Q5C[A9"G:L1]PL!1O7(VZ6@IWI$3=+R:'DIH)C`Q`W*PW.!4#<+*6&XG:8 MM^*&\9NI8,]_Q,U*@V,U,G=8`WO#Z1J9.Z"!%1R?D;ES&EC!D1F9.ZZ!%9R< MD;DC&EC!T1A84;:4'$IN*CC*)'.'6K`WG%62N;,M6*FAN",N6,$Q)9D[UH(5 MG$.2N=,M6,'I/8B;=4?'(3Z(FZ7@E![$S5)P6`_B9BDXLP=QLQ25`HH[:(=_#\X_0MPL!<<@(6Z6@M.0$#=+P7%'B)NEX-0T_%*K5\;A:9D[ MOHOSA@/3$`-+P5%IB(&E%$OTU_/SIG1=&8H[(HNO@R.Q4#Z6@@.N[&#*)=V`\4=Y"\^_!V>R9.PN<%1R^CAA8"LY@S]S)X)P& M1[%G[C1P5G#D.N)F*<4"?>+"ZL4:*)VI#%`F4]E!.9A*CASD9W*`^X^I5$CC MCFOGWU-#J4VE@>).:N4`Y6`J6W1B"ZLQ[K`B9`I[=&ZF<$#?9@HYKIZ;5R^@E*92 M0:E,I892FTH#I365#DIG*BVZ*3/3'7HI4^AQ$S&%`>M'IC#BYF(*$^XMII"C MDS:%`FM'IE"B\S:%"GVW*=3HNDVAP;J1*>3HM*P>L,#RB]5?-%A(L?B`I22+ M[[`H9/$"MT;K7M;@QFCQ`;=%B^]P4SSRMZ=F^/3^W??;W^^FV\??[[\]O?IR M]QO>7;HX[M_P>/^[V\UA_I_G>9OS5[\^/#\_?,7[<]CJX>[VT]VC,\"W`;\] M/#S+_Z#C?/O7P^,?3Y_O[I[?_[\`````__\#`%!+`P04``8`"````"$`U5(0 M7[T.``!K00``&0```'AL+W=OSNM2++L1#+,B1E,O/V^[/):AZJ?,C- M)/FJ6"2+1;)(L>?V][\.SX,_=Z?S_OAR-XRNQL/![F5[?-B_?+L;_N>/ZK?K MX>!\V;P\;)Z/+[N[X=^[\_#W^W_^X_;G\?3]_+3;70:P\'*^&SY=+J_I:'3> M/NT.F_/5\77W`LGC\7387/#/T[?1^?6TVSQTA0[/HW@\GHT.F_W+4%M(3Y^Q M<7Q\W&]WQ7'[X[![N6@CI]WSYH+VGY_VKV>R=MA^QMQA<_K^X_6W[?'P"A-? M]\_[R]^=T>'@L$W;;R_'T^;K,_K]5Y1LMF2[^P MYYO1S0B6[F\?]NB!_^WEV_CXX/QU_UJ?] MPVK_LH.W,4YJ!+X>C]^5:ON@$`J/6.FJ&X%_G08/N\?-C^?+OX\_F]W^V],% MPSU51;;'9]2$_PX.>Q4#Z/KFK[MAC!KV#Y>GN^%D=C6=CR=1/!T.ON[.EVJO MR@X'VQ_GR_'P/ZT4&5/:R,08P9_&",R]HY\8??QI]).K*!G/5)7O%(.T:^NL M+W9SE<33^777UG<*SDU!_/FI]F$6=!7A3Z./GKUC_\;H1VJGX7S=J_D>I MLF;"ROBF#S3$^U:I?U'Z=T.X!R%T!OWS/HJCF]O1GPC=K5'*N%+L:^2DH<)7 MV2U"4(:@"D$=@B8$;0@6(5B&8!6"M0-&\%GO.(S5+SE.Z2O'48\S`M:3D\!) MI$%%BA"4(:A"4(>@"4$;@D4(EB%8A6#M`,])""C7211$"F-9-([+&>D8*1DI&*D9J1AI&5DP:S8))F/=*??@P4C)2,5(STC#2,K)@9,G(BI&U2SQWH:N2NQ3NW$5] MS#2)]6ZF5I:G_?9[=NQ2"IK@2MWO%Q$WLF?C:S^P1'_1*]&@EXQ4ICH;!G6OXYJ._/J;7HE,MR[Q/*+R:F?CI)XK[/=8TFC/?2;E12+3")!`75DPN*`W":DZHXJBV!57.%6R6C962 MC=:SX7=7I31"Z*J$-1@P@]!=LIL;A`X2*C@J#?(ZI&H M)23T1&WT4D]T`N#U1",[X\(](](*-.,2?UP+*R9/E`8YD5AQ5-N":L:Q@>MK M);.M9\,?.)472-W5^8+778V\&:>1-^,8*G$7H$;4D_TKN[U M1".$H,U(9I-@0<[O?XH;XUTCN!Y0R-O0II,XKI?;PM3,+&H)&2/_)5!C@-JTK(%&XY: M0ITMKX?Q&[E+Q_WF$='8=Y#DER9VDAI`3U(3> MS7T;TM)UQ<$"WY*XJ\KW39#H?#3Z.#6&"9!![JPF9,\6!2$[.4M"]B!7&>3N MHZ1E;36$K*V64&?+[V&0`+$>_G%\11`@I=&W=S%/C`SR9_L\F,VYT;JQXUEP M5')4&>2&O$$1[G;4#`\2L<81]S/<,^Q[(,B)F`>"DRDJ96.LD3O#C9;3ZH*C MDJ.*H]H@9VEH.&H)"3-<91K.&M:/ICJC,?SB4;>#-;(ILM6BF M%1R5'%4*RK4DK^@IXCH%2[&S(:W=QHN=>SA.SF5A*RO:HXJ@G9J]Z& MD+75$K*V%APM"5E;*T+6UII09\N/S2!MIOUAPM-C@_ST^#KX22(W6N8.*@E" MM[!B0ZV`W*DGL1J.Q:V=B35KO5M60 MEJYJ'LR%EL2VJ@4A6]62T+M5K4A+5S4+5N`UB85E4>7CSK+(LN[@U#C1^;N; M(AGDGBL(V3R@(&27I9*0S:TJ@YRC1DU:UE9#R-IJ"5E;"VYK25K6UHJ0M;4F MQ,\HDU\\HW3Z72S;PP?.*,'P9$;-.Z-`+LBO_8W#@/KM'5F`%^DL\\])R\9= MP5'I(;_V7TRZ)SSI[A'V;'O$92\*C)IJBM6Z#D*QL%H48Z6'O,8C'?(6#\H> M.NZ[SB`L$B:E#F_1C<('22UIF?0O7+U)S-M*XP;$ MIED%(;MNE(1XFH4?/N3:>9K5J=X-D0$81P4I;FX43(85WG<45MP/H$$Z$?`' M,,A8>J_PS`0;IG*4FYD8Y/R$5G!4&B35_D8&@-6?C8E&-GR"!#`W9=!5[3;_ MMY+"BJU7W&W=]TJP)_9>X7M?HI$7*QJA)5158;0<5!(28B788_K:^_LNLILE M&ME8":^UC(*)E2@(I<**R61ID#1:;ZS2,,Y&2R,O5C3R8H6ATMB2:G]CE49: MS&K7R,9*D'CEIHR)E2C89@LKME[1)G5:XL>*NWY/$7SZYX6$+],&>:&BM9RX M*(R6@TI"/%1@RRXKMO(.^VN:01@19_$/[P1RHV7"919$4V'%O6,,$@8,]\!N MVS[**SOUH,UZ'7:CR&BY9R&.2D+\S#%UUV''87P9[C2[.P#'8==!J.1&2RW\ M_9[*GZR1EMZTHC`[+TG.=ZVINSYC7=%OTM]\;-BI!T[4RS;&B<8L-UKP$J&" MD%VS2D(\"<:W'>^.K+FGAW']"8=^97_8G;[M\MWS\WFP/?YX@;LBG*3O;WMN M/AZ)9^D7).`H'4APDY^JFVXN^3)!&;272Y!9IRKQ%"33.,W$,AC45/F(ERD@ M4:[B$@QAJCS&)?@8YDOGU;`W^$BF&X"0Q^BD8">;H","_Y+`ONBN),4C8MZ@ M++E.,RPI7()U,57K#Y>4D*AEB$NRZ1ANE#J"Q03.DB0E)&J."M:2!&V3>H/] M'6V3)"4D:C>5K,U@K7N=%S@Y3V:P)DFP_\&:),DG-ZE*A:5ZX`,L`5R2)^,T M%R4%)"J%Y&5*2%0FR259@I!%-L4ER`EA39*4D*@,C)?!]4.J3LU<@EN(5!V> MN027$:DZ0W,)+B!2=93F$MP]('(E23:9PZ.2KW%1AQ9(K<9]'>J1)+B70SV2 M)$,+,K$%.22Y*,$U4:JN+'A_<$.$5DN2"A)U@<'+X+XH5?<87(([HE1=9W!) MAOYD8G]PQXJV23W%72K:)DEPI8JV21+JG M(2[!3T&P)DDRM"`36X#?9Q!54ML*2`I1@I]C,')2&?PJ@Y&3)#4DZL<$WNHL M1L2+NP*>/,`'4KSA34.J?M;GUO"T(56_[G-)`TDC2O"2`1Z5RR!V]/U-L"KC M_1+*R/W!7,"[$-X"/,=!?R0)WMN@/Y*DAD0]/.'66DC4^Q,NR="V3&P;GHFE MN2@I(%$/HK@U/`I#JR5)!8EZ'L7+U)#4HB2+L*/C71PO@Z>)J7J0QR4E).I= M'I=4D*CG>5R"]XBI>I+')7AWF*J7>5R"MZ]HFS@;(5&/0'D9/&Y%VR0)WKBB M;9($3UW1-DF"-ZUHFR3)(LP2//#E+<@A*40)7DRC;5(9/)Q&VR0)WD^C;9($ M#Z71-DF"5_IHFQ2).23JN3IO-9[AHVV2I(*D$B5XE(^V267P^AYM$R48;'FL M,4?PB0)O&;X%09LE";[Y0)LE"3[]0)LE";X`09LE"3[U0)LE239-\4F:T#*D M(%)LU/,4'SQQ_0Q33>I[?IWF$B\P`25>8OI)O,+DDWA]G>++'MZ>!E.RXZ-^ M,<47\*^;;[OUYO1M_W(>/.\><=8:=V?&D_Y87O_CHA]$#KX>+_CV'<#H=',A\^?FTNWI>J'^JNW?OA9NM[55MVA[H][?U__G[Z<.M[PUBT MA^+2M=7>_U8-_L?'GW]Z>.OZE^%<5:,'&=IA[Y_'\7H?!$-YKIIBV'37J@7D MV/5-,<+7_A0,U[XJ#FI05Z,K7IFI'3-)7 MEV($_<.YO@XF6U/^2+JFZ%]>KQ_*KKE"BN?Z4H_?5%+?:\K[SZ>VZXOG"ZS[ M:Y@4I/#ZI`_];5VV!]]H9S]_9K7Q]^K]L*J@W[)'?@N>M>)/7S089@<.",?E([ M\&?O':IC\7H9_^K>?JOJTWF$[4[ED+*[P$SPUVMJV0.P].*K^O]6'\;SWH]W MF_1F&X=1ZGO/U3`^U7*L[Y6OP]@U_R$IU*DP2:23)"!3X]$FNDW#=/=^E@`5 MJ96(8BP>'_KNS8/V@#F':R&;+;R'S'H)6L>T**AM*=F?)%T-`KD#1+\\ADFR M>PB^0)E*3QD&^1`>4YM1MG1[3PFDB4:TK9NC,DH:9PR]"P(XIU1Z99 M\Y'*IXBT5%8Z,8&.&&F;W]^S$%V5'OUT=C#T'"XQ:()FT[:.91NR<18 M'JA@IS+$3:'*I!..2LP=@/O*^XI2F;'TCUB;%:V)RM, MKE/@GC'-@H"6>U-MTBYG;=RM0W13MC_LE&2:A3)NF8Z],VV93>44YN\&8H*=SI;6.6MR*H?.2K0E*:M-%EK^J_N* M1\3$D?KG\M$"2=-<$8.>RL0X#F"<5Q6*F54>VNB.H6)">9FB!=>VO$G!S)NB M.ZY,LRRC="+"CI#:1`M6;2M`RWW'`%22O6\K,%8-*U9;)VP.50"%MW;'M&\D MPVSMB6,`FH6'BSWVACHM3?V/K MIGUR/0ZK&+.?"6)"'37K#AXM.CC+GFF6W=XX;HX(FT,WB+JS4P_TW_<.F''I MN1X\(B(K0A6L>W&TZ,5SN^&3UK"VNH\W6[9GN6;8-;','&72/2+'VZ6>_EJZB84&=' MU]T[7G1OUM699J&RR%&&.33*?$-,8QUERZ8=+YAVLF-/M4RSYI[.G8BP(W27 MUMTY1M]]QXTTRU;`_5K8'*I@W9'A7G3A^3`?#'0CS;(5X#B\*7(.F0V&H>/O85/VIRJO+9?#*[K6%7STA7#5,4;R_S>#^5MV!!A,`MZK7XE3]4?2G MNAV\2W6$H=O-#=2EQPM8_#)V5W5!^-R-<)^J/I[AHKR">[7M!LC'KAO-%]DU MT]7[X_\```#__P,`4$L#!!0`!@`(````(0#\1>.=HP8``%P<```9````>&PO M=V]R:W-H965TWW[;81W?;MU)Q'&Z1OCO6H^0^']C*X:*?M_PEW MJOO/;YVF,[?IN"QM%I^_#+Z[GKZY>CSOMK6M1;%WOZP,*?VFW? M#=U^O-'A$DN4YWR?W" M?V[:U\.HV[TV2[;=43])_QN=6C,#.O7ZZ_3_>[L;#T]Q?GNSOEOE:;:.HY=F M&%5KUL;1]FT8N],_UBF=0]D@V1SD5M.<[=E-MEFGZ]OK41++:,I$U&/]_-AW M[Y$>#_W,X5*;84L?=.0YA9F'3TK7=FN\/QGW:9&F.VCTRW-:Y-EC\D67:3L[ ME=;I/HZ"4[;)L5/EG$RU3&CA@+"*Q)7.PRU1`$AT/CXI72J0E.-N4,S]=HU) ME=R%TE[P("YBP04_1BYXD"!JP:7P45"R.4IVZF"^\@TS5CUNJ!?W&Q]I*GUI MG8IIW$PO*@H("D@**``@>@6BYWIAT*=8)QE&I,A)#4KK!&A10%A@,PUBGH4" M36E);%WAI!6VWGDK8J^W)Y@D6EQC95D0%J5U*N;-XA\S4:R@,E#_/4A#_B[W6U0S'M-ZE9:EWE7D,)5 MR!B>/(V80$::#C1F1#\4-(9'HGQ2_1(`$J(;?C+CS+3^D;J5LQ=H"4,$0R1# M%$0P2R-\_STVJ=5%?2*'TS5CA_[L!5G:=0$1S$`()BRD;%`F4WSZD5-T+U'A\%Y>P%J0)1M,/+?"1# M%$0P.R-9@1T;3JMHU]INO2!+BHB4(I(A"B*8I9&>P-+7T"H2K&&Q8CO'R9;I M9+XAPU#IEVMSL`3NPB.+"Z0WA]:#$)BV$9D%VE9[(.U4?\VBK0<*984PI8A@ MB&2(@@AF9[0DL&.MMU)SK?5.D%PUJI0B@B&2(0HBF*51C,#2M]X*":SA0NNA MVF0K,3,`EL@O=DM4!#!_#4U,`MNA#,#4^$OR`M&.7O!ZMIU`1', M1S)$002S,X+RWY.:6;VY<@S,7H%3Q1#!$,D0!1',TL@'80EGP*K+M1EP&F1: M6M#C('-6UU'AD25_Z:W.7T$$LS<*$=C[";#"@5AG=_0=P/P2@Q2J8HA@B&2( M@@AFAV6*GE69E9UK$T#%J9K7A9D0#)$,41#!++%<^1I:N4$U+`KRK;?,J"A5 M#!$>F;J-U5AZ8V@V"(F)+BM6QA4KS>C7TG+V"D6K&"(8(AFB((+9?5^8,BLP MUYI-9:B:UP7>@B&2(0HBB*7^PKJT82:8'9FTV;-7X%(Q1'C$-'M-#EWIK;[; M$,%,%\1).[OQS!?%B7S_+&6UUGA4<6#WEO=?X*(IC] M@D3!25B4*/I#6$Y%J&*(8(ADB(((9HFEB$V"%9LK^S]GDL00P1#)$`41S!)+ MDM]-5F3@8<]^!=*W,T0N&2)FQ/[(FY+S0V(KF2]S^^/C6\[V,L=>@9R:_K6I MFN-QB+;=VUG_6)+IL\"C]A*I3!^JZ2*&X$)?+DUXX@WZRN=2OS:_U?UK>QZB M8[/7(5&ULC%9;;YLP%'Z?M/^`_-Z`@4`2):D:JFZ3 M-FF:=GEVP`2K@)'M--V_W[$=+J:1UI<$SCG^+LO3>V]4"$9;W<(+P+D MT3;G!6M/._3KY]/="GE2D;8@-6_I#OVE$MWO/W[87KAXEA6ER@.$5NY0I52W M\7V95[0A=H*0P@YK:#X,@\1O"6F01-N(]&+PL64X? M>7YN:*LLB*`U4:!?5JR3/5J3OP>N(>+YW-WEO.D`XLAJIOX:4.0U^>;+J>6" M'&OP_8ICDO?8YN4-?,-RP24OU0+@?"OTK>>UO_8!:;\M&#C0;?<$+7?H`6\R MC)&_WYH&_6;T(B?/GJSXY9-@Q5?64N@VS).>@2/GS[KT2Z%#,-A_,_K)S,!W MX16T).=:_>"7SY2=*@73O=1#I>//'%AGI`TAX!8E`YC4?+L+5$B^3_Z/X5I%Q\D@4V6\% MOWBP/(!3=D0O-KP!9&TA"J"5N4X^Z*RI@;"$Z,L>Q^%ZZ[]`5_)KT<$6K9$W M%$5N17:C8BSQ01UWZ,)FY.]B: MV-"'83)C=[++4;I#GMXDUU&7',?1G-T66?,8I[.)R9QTE([J''Y]P(^;JN^] MCKK\,1X!;.]MC36/EWAF?II=C4,=;MB'-[AUU.4&[S/X@RVRWI,P&&?6:,NF MZ3282'?X,1RC-P28L*L@QJGK[W`ML@KNPB`0G8%KC=U[,9ZT^2K!8ESS23HVT2JPMX4]8QLJ3C2C=2V]G)];V/`A M+.LA:F^I`][`Z067QBR>P>UEXOZ0@#NE(R?ZC8@3:Z57TQ(@@T4*6U+8Z\>^ M*-Z9X_+(%=PFYK&"SP0*YV*P@.*2<]6_Z`MN^/#8_P,``/__`P!02P,$%``& M``@````A`.@7\T/Q`@``J0<``!D```!X;"]W;W)K&ULC%7;CILP$'VOU'^P_+[<(1>%K#9LMUVIE:JJEV<'3+`6,+*=S>[?=XR! M`(G:Y"'`^/B<,S-FV-R_525ZI4(R7L?8M1R,:)WRC-6'&/_Z^72WQ$@J4F>D MY#6-\3N5^'[[\-"J69MVS(M:$6DQ1M:PTK.1444/(J# M+1M!2=9NJDK;)ZSE#[R]%C16AD204NBP+\L6"-[MBJ] MA:XBXN78W*6\:H!BSTJFWEM2C*IT_7RHN2#[$O)^V<"TW60,,M!E1X+F,7YPU\D2V]M-6Y_?C)[DZ![)@I\^"Y9] M936%8D.;=`/VG+]HZ'.F0[#9OMC]U#;@NT`9S4E M*,$_JI@^`I`Y>6NO)Y:I(L9^9(4+QW>]$*,]E>J)Z;T8I4>I>/7'@-R.RI!X M'0E<.Q(WM)9A&$3+Q>TL?L<"UY[%L[QEZ(;1_[W8)J^V'H]$D>U&\!.",P;. M94/TB777P*P+$8`GD\U0&FA0JM$/&A[C%4:`DQ!]W;J!%V[L5RAVVH%VER!O MBDAZA.X1&!G<0(5&;GI1'=6BNCW:QC7&P#8HN7ZXG(KM#"@8_"6CP$0K^*>67H7S-=8*O&BF94`CK5%@H@5-'.75 MEU)'9_D$WF*F84!`?$XZ\&9))Y>@P'$&HHF5Z*H5'9U:"1QW(#"-[C!.8(Z: MM?IT=VYC"TFF$-]:CB$3&XNK-G1T;F-V7'<=IK/A6(&_FAI-+A"+:#7^G:LW ML:0_)^>WKV^2CLXMS=+>=9C!TJQR,#Q;CBOKQH`9C6845%0<:$++4J*4'VOH MN@?U'J+#1'[P]!&?Q7>J?]"38OC(;O\"``#__P,`4$L#!!0`!@`( M````(0#LG\LO3PP```-"```9````>&PO=V]R:W-H965TI4?KPRX_3I^^W MV^5^-NOV[\UIU]VUE^8,GM?V>MK=X,?KVZR[7)O=B[OH=)R51;&8G7:'\Q1' MN+_^S!CMZ^MAW_S6[C].S?F&@UR;X^X&\^_>#Y?.CW;:_\QPI]WUV\?ER[X] M76"(Y\/QGAY0`56-DGU^;UD>V\_ M_W8]O/SC<&Y`;KA1]A8\M^TW&_K[BS7!Q;/@ZJ_N%OSS.GEI7GW]QO<[[F]9-\>(1/\=W(ZV":`VG<_W/\_#R^W]\=IM;B;+XO*E//IY+GI M;E\/]MKI9/_1W=K3_S#(T%`X2$F#5#!-\I=WY6INYHO\*#.9>QC9EE#/0M%&M528'48=GRHV_P2!6*#.('`;0QY)H59T[*RM%L73<(O-EJ(.\X$]A**W! M(-2VU,_H5KJ7J[BXQE)BN,5>76<.Y!UN$,I+4;Q@A(ZSR((M(88\@<`(D`P* M#$;Q?,PB\Z7)8Q`B&8$]:1#[&@@T!O7VX)7S2%,)7I:1-M9HIRA>-UX7T5DB M*-`9J9+3F;$''U3#++*^-(X,DB6CL\>/T[E45-[2&*BS*0>&R(E(5O6-'$(* M.+'H'P9J9`\BNW)Q+T_#+#*/Q%$@,!(F)S#C$.5C%I&O3)/)N>6#&I*"@CR% M9?%;X:T':>0T)+"\O&4(*I!7W<$-1;'^Y1:91_)(RULB7S+R4A3/A]>%STMI M`3+.)>?.RFO'@%4C+@_+@;1X:VD,2)`8DLRNY#.+R`HB@L\!J0R#23GS@KLZ6,!4:J7_):&0'W+$0Z7DE.]O"&? M0%Z]OG<7VQL\R.N1!18IK\10T+^(E5S_,OA0#S&+S)?&48E82?.7@DC`0%Y/ M)D?GH?/$-&`#$3Q&?%-AW?(NFVH]W"I7Y,8-(F3F%IE/XDC+7"&6,C)3%+NM MW"+SI;%4(5[2,E,0RJQ5%LYAG24G$6$5%QDQQ";AG)[)DTR,PL(E\=(1-[WSEW=F='4>RA MX1:9+TVF.EPPA>LU"B)2!+MFZ1[;-M=P*Q,K&^>63Q4(/9`'A:8H7K@=EB`M M"[<8&5])U4B93#]3%,^'USF+S)>F4XV4D?VL7^P4A$*KU]%VQ"DG(9&E'V)H MM,A[3V_O*(H7/;::JB.0XMV,L,F)S)"$T'##1F]J&E(UPB8CLB>2A48@T8]C&)=3*-H)VRZ#2SYB&S0.1AR8V=3%&\:+PN4G0:3W/$3$YD!B/L M9+HNDB^-ISF")XT+"M(Z4F:/+GD'I,AI9LU#9H'(^LU`45QD3RJ];)U'\,28 M[-S9%09%\7P,6+*^-)[FB)F,R)Y%4D<2.>X4DP#^IAXGYY:/DZD+!?\-1;&B MN47F2^-I@7C*=#)%\7QXG;/(?)8CX[A8(&;2(E-0O)-'G'(2$6:!0GYCM$`< M\4F`R,.Z&W%!4;QHO"Y2=!I/"\1,3F0&(^PGNBZ2+XVG!8*'UQ>^^"AH1&2/ M+MGF4N0(L[C((;-`9+WO6W@N]:L+;I'YTGA:(&9R(C,8D1?$.]H32+%ZFL>3<6193%,O'+:*^ M901+;%/MW!*#X:::@N(=/.*4DX";FTKKE)$!DO=.C*%XT7A<^MDO+CW$V M.G=>9`8A[">Z+I(OC:4E`D=T'=PZI+3B2-KE6(+A!:;_@HBA?N@:4;>I6FE'/GA69, MPH:FZR)"IRFU0MIDA/9(LM1@O\VDU-P[]NGT*@TOYY;/%+XQ3JW2G')N65^DGSV4K,PF^)2:QJ!^'ON4>IT&F'/+B9C: M*$1M*(H5SBWB^5FG0>7;AGR`P? M)JJV(\<^'#)%&E/H_PFE&980'/Y*-PVE=`15;,=M"J00[Z=PR^VC4/$!PCZ[ M)YG%!!'_OTS*1RIH%E"B1/AB`^3-SD,6:9(@TM M],O&"BGBH\8$]P1+"IZFF2EP]<3O/`BN=X<^3!0_MNXR11I>Z/^)#F>P\C>9 MF>1-SIU%IT/EO,Z(X/W1<_=ZC)P.MY3TGV65H\?#W2GR!%;HE#F?#(BNMXJF M/XP^=#DW*0%@M!3*Z-AYKLLCI].Y2>7,H(R.GO,Z8Z)[DLD^IEO>'U^77C61 M"-_8UMQ$3JZ#X,,"Q^7:^##>Y?UY]>"-Z;1].?4F<=[JD6"IY!&9T^SPK.N.5+9B95 M9P9E!H&4$]QC*RYXW"LGDCG1;B)'VDW-SO52A_?'U@?!N4GEE.LS_8M%^%:! MHV%.<'YLG03G)I4S@S$ZI9X1O#_+'A5\Q*LF8JF4>+PCA]Q!<+V=-/TY=B:X M'3FZ-'3GSU,Y<8F5%=ROQ%A.9E)U6MBDGW*/ M"C[B51.!%*E'+7(@'@0/=IO]J?=!<&Y2.3,8JQ!&N0ZG,"$X7NE,*J=CK#+H0.]_44A5\H#G:9(UZ<`'[E'K^H?FJN;\VV.1Z[R;[].,-I^Q+.@/16 M_*[_QMQO2OL%%67?PM\`/1_ON'I_P```/__ M`P!02P,$%``&``@````A`$6&ULC%;;;N(P$'U?:?\ARGM)`@0H`JJ"U=V5=J75:B_/)G&( MU22.;%/:O]^Q'8+MT,L+;&K$.2RG;912)K"0U M%B/6D@8L!>,UEO#(#Y%H.<&Y/E17T3B.9U&-:1,:#TO^$1^L*&A&$,N.-6FD M<<))A27H%R5MQ=E;G7W$78WYX[&]R5C=@HL]K:A\T4[#H,Z6WPX-XWA?0=[/ MR11G9]_Z8>"^IAEG@A5R!.XB(W28\VUT&X&GS2JGD($J>\!)L0[ODR5*IF&T M6>D"_:7D)*S_`U&RTQ=.\^^T(5!MZ)/JP)ZQ1T7]EBL(#D>#TP^Z`S]YD)," M'ROYBYV^$GHH);0[54S43J/)\DX#8,] M$?*!JK-AD!V%9/4_0THZ5\;)N',R!9F=?3P:+](DG;WO)3**="8(2[Q9<78* MX'I`3-%B==F2)7CN4NAT]$E!;3/%OE=T?0CD"D"?-LED/EY%3U"FK"-M#>DV M#'J2Q]B=&:I4RB^R@`B4]?(@:4O>685"716SU-,PI$Q:H@QMNJ3NW4*$#57X3#>FZJC=LR-AT M*1TI,T>*7RAE]26E"[<86T.RNN0#R`*IX@JR&)&8J>(/\UZ5B7>+L!@FS$5:`&G:?`;HJ9@_!K3S1_ MG";6M#1S;(`@&W$5J+GF*;#>%U@JKMS*05,ZUJ4I@\^@85RJI-85Y5DC1I'9 M/LPWNR;\0':DJD20L6,#Z2?P,O:HV7JV:NO1>TMO@%VDQ0?R`_,#;410D0*. MQJ,YS$ENUA;S(%FK/ZM[)F$+T?^6L%X2^$+'(R`7C,GS@UJ,^H5U\Q\``/__ M`P!02P,$%``&``@````A`-=)#Z3F`@``R@<``!D```!X;"]W;W)K&ULC%7;CILP$'VOU'^P_+[AD@!)!%EM6&U;J96JJI=G!TRP M%C"RG7:J::.LB*`5 M4>!?EJR5%[4Z>X]<3<3SJ;W+>-V"Q(%53+T948SJ;/OEV'!!#A74_>JM2';1 M-@]7\C7+!)>\4`N0 MY>@WDB4_?Q(L_\H:"LV&:](7<.#\65._Y/H(@IVKZ"=S`=\%RFE!3I7ZP<^? M*3N6"FX[T"$9KR`3?**:Z1&`RLFK^3ZS7)4)7H:+('*7GA]@=*!2/3$=BU%V MDHK7?RS)ZZ2LB-^)+,%FA_L+?QUX0?A_%<!G!-,!.65+]*QY M6U#N2NA\]$5!:S/-?M!T$P1V)9R^[+QE&,;."[0IZTA[2]I@U)/\*2.],'1W MP4CO!FHN@L@%YRKRX->2/V_\.XO````__\#`%!+`P04``8`"``` M`"$`S^'44S8$```)#@``&0```'AL+W=OGY^ZURY6([ M$3TO=*=.I7SJXD.Q_?)1Y-Z[J%0FRYW/IJ'OB3*5IZR\[/Q__GZ=K'Q/U4EY M2G)9BIW_0RC_R_[77[8/6;VIJQ"U!Q%*M?.O=7W;!(%*KZ)(U%3>1`G(659% M4L-C=0G4K1+)2;]4Y,$L#)=!D62E3Q$VU<_$D.=SE@HNTWLARIJ"5")/:N"O MKME-M=&*]&?"%4GU=K]-4EG<(,0QR[/ZAP[J>T6Z^78I994<<\C[@T5)VL;6 M#X/P19964LES/85P`1$=YKP.U@%$VF]/&62`9?Z0/]F MXJ&,_SUUE8_?JNST1U8*J#;T"3MPE/(-7;^=T`0O!X.W7W4'_JR\DS@G][S^ M2SY^%]GE6D.[%_A**G,X"3Z](L,9@-23#_WWD9WJZ\Z?+Z>+EW#.9@O?.PI5 MOV;XKN^E=U7+XC]R8DTH"C)K@D1`L\%GT]EJP1;+SZ,$Q$AGPI,ZV6\K^?!@ M/.!,=4MPV-@&(F,*T0)*F2+X%5'M`V8%UO<]BY:S;?`.54D;IP,YK7VO#<04Z8YB:6/7P`V#=3AT921?M.Y\(-P5'3KC%/5` M3JNF<*^OY1_24 MYD`^Q,D%8Q-DK"^,9LQ;U"6%WT'.O3=&&E&;%(L63KX'&(?GJ?R,DXW#5PPV`=SD#GC=-;`=%F-^?!C6J\J!5SI]CQ4Y1WJ-L+AN+7 M-Z-C1)IHWO'AI=+O@F8WM\JY-?%SF-MPKUEVP5`6>WKNK6*DFB9--EN[XMMX M&0T;6+AIL1F@-CYA0-()GX88#A28&0)+MWE@X:;%9H!RV#/H6D0J:>4^E&'6 M:BE^@3IW.[9`5S-YAPYF!O5PA!#)I$EH9&9,+1WP,<%)/Q(D)[#>X.5LQJV? M?[M8J(0]M\'`D%":'$%=EK::'I@AITV[7`LW?6P&*'M/&)`J?C8PAG8V#%P+ M9X;%9H#:US/H!H8DTE MS?[`-K#.07Z./68;V.J&=@Z_!+0]Z%Z`_?R67,3WI+IDI?)R<8:CPND+#'A% MJSP]U/*F]\JCK&$SU_]>X2>7@!TNG(+S6&PO=V]R:W-H965TV'*<*Y(4C8UN!39@&'9Y5APE$6I;AJ0T M[=^/E!+'4K*T+VU\#DT>D2+IV?UK508O3"HNZGE(>G$8L+H0:UYOY^'O7X]W MXS!0FM9K6HJ:S<,WIL+[Q>=/LX.0SVK'F`[`0ZWFX4[K9AI%JMBQBJJ>:%@- MS$;(BFIXE-M(-9+1M7FI*J,DCH=117D=6@]3^1$?8K/A!%K,UAQ.@&D/)-O,PP`?@Z/35_#_PM=[-P_ZP-QC%?9(,PF#%E'[D M^&X8%'NE1?77&I&C*^LD.3I)0>:13WK)>$`&P_>]1%:1.4E.-5W,I#@$<#T@ MIFHH7C8R!<]XA'X,J2R0?$#6V`"L`'U9D'0XF$4OD)7B:+2T1I,P:(WZKD5V MQ<(SR:^8I*V7",2VBB$/'<4GI8BZ2B]T6I.)22J>+O.!O`,X(?M.2#])R$+6 M.N@[N`WD'<()#5:Z<%]%Y"(+;I*>3L1?3VHR/=2,NFW79 MI!^[;&Y9H]=1`_?UBAI$/37IN7PV`]8F-6KN2.P%S#S:OQ\./9FT:AUQ0T>< M7R=D79$D'?@YLT:=.OE`W@& M&!LWB8G?N):V%>F?4VK*E9U(G&;8+7D'<$)#XU\)C:B;[#3U:KJT-C:^?QU. M7!N^`SCA"8SM*_$-[`FX:)"CT7\R<)/-6Q8W1'<^$1QEE[4PL"?HHD>.1J#KDK\NSLZPX4&/7#ML]L#\,VQ;+:D9)X;':3Q4V,[W9& MBEVL=AU53&Y9QLI2!878U[B&X-JVJ%WH2S)=FGWNX1F9PC"'0GAX#A\`!H]: M`M9R0[?L.Y5;7JN@9!L(%?=&,%^DW>#V08O&K).5T+"0S<\=?&DQZ(2X!\8; M(?3I`6]`^^VV^`<``/__`P!02P,$%``&``@````A`'3?7O`&ULC%C;;N,V$'TOT'\0]![+4GP- M;"_6(M(NT`6*HI=G1:9M(99H2$J<_?L..93$&0K.ONS&3,-`5KDZ%-5I&_[S]_/#*@R:-JL.V455V_;Z%$5-?I9EUDS455:`'%5=9BU\K$]1+J,R**L0(3_7/Q%#'8Y%+H?*W4E8M!JGE)6N!?W,NKDT7K2U:M2QG4"X M"(GZ9UY'ZP@B[3:'`DZ@TQ[4\K@-O\9/(EF'T6YC$O1O(6^-\W?0G-7MM[HX M_%%4$K(-==(5>%'J5;M^.V@3+(Z\U<^F`G_6P4$>L[=+^Y>Z_2Z+T[F%T1+(_^4)#;7'M_U>YF$=!MP/J^BV>+Y29ZAS3EUFF/3NLPZ)T2ZI%V'CI5 M.JYP#!$PZ^G!H1UZ'0MMI2P6<[K#WG=YI![IB`=S$2,NLSX*X?E(>)HT/D[[ MK&D4:NXD!+*VZB.9%.S1:69JKG.2\&2UL],FQX]^B$9.(IRUM*44ZG0SD=$`N'#I\?C7):_L;N!/Q]=Z.?M[%N%:*`.M?WXY8I3%3V;8>F%!5BSCZ5U4]"@O M2*RU;X012B)EY,VQ6;P-D1&K4TI`-N6"@,Z8TVQI(1SAAOI(N7ES'714Y0-@NA1GJQD7*^-V6/$!]YZ64:\>@3EV>I!CQ`4 M:*1ZB39[A-@Q]]8+";$M4P(RLH*`0ZO1ZFG5'!J+#WN"HDH;;,Y'S7HYP^Y9 MA&NA#*@\>PQ0@#\9]J23:4@]#KMG$:Z%,AB78_V[S2N/]QW=>F%YG#O1LG`% MUZM/!WK]0A6X'ZD1Y9UYTYYTJCIVA1)P&&C48P(.G49S1:6YIX9B2_O$G_9. MDD>IW0%%TH%>JL:%.AD3ZJ4WZZX6#P>VI;L#"AO?=#S-S[A0PT.'WTM+;]31 MR_[@&ZYG2^@>JI]2]`ZX=N@T)(>/)/BT4,KZ)%-YN31!KMXJN$)C^$G76_%Q M9@^/,^:!(^H!>#*Y9B?Y/:M/1=4$%WF$I=/)$IJXQM<5_-"JJ_GU_Z):>"PQ M?Y[A%4S"C^;I!)R/2K7=!UW-_EUM]S\```#__P,`4$L#!!0`!@`(````(0!D MQ=Q%P@D``)HM```9````>&PO=V]R:W-H965T_ZVG&4Q%C;"BQEL_?MR^'P86;( M6OOF;O<_0_(OSO!'):O[7WZ'97&S7B[Z\WYX/IQ?'Y:__^?K ME^UR,4Z[\_/N.)S[A^6?_;C\Y?&O?[G_'"[?QK>^GQ9FAO/XL'R;IO>[U6K< MO_6GW7@SO/=G$WD9+J?=9/YZ>5V-[Y=^]VP'G8ZKXN/S/' M\/)RV/=ZV'^<^O.$DUSZXVXR_L>WP_OH9SOM?V:ZT^[R[>/]RWXXO9LIG@[' MP_2GG72Y..WO?GL]#Y?=T]$\]X^BWNW]W/8OR?2GP_XRC,/+=&.F6Z'1])EO M5[@_1_+GQ?@V?/[MFT3@O,VB:_(I!B`J#ZE88Q)S:&ORRW<1U MT"$+U[=;/EKS<'P\9K)A)GVK@-X+!RFH+=*.N]HM)!CM8\"9FC?;[)F M0.5F"E6*>K281/I("IH(;%&XEP0+2!-#=+:),8DL+@5-!+:XP85)%PK/#+AIJH*V1,A'"OB!\@#60#FKKA!"C(W$@6MG>-AZ3JT7HOK MI@OQ:`>GM=O%-P>0%NV$)D7241MIDU(:WB8WLX]&#T3A'@!>&0_(-.JA4)58 MIRT(^9#AB:*IPE<&@L65Y75;(.!,*>.5E]ZW+BNV8IY`VITAV#F2^K&AZ,;HC`W)>>G M?!VQ8Y<5'15.$.,O0D["J1GC/MX;+B>EVB:*IP!V:S MKU2DA+#8@Z0]7!+2HI0'J`MAOT.:*MP-0.W_]T>)S+O>'R[)L2MC!R>)VZ7# M"&.0V[F.TC*'4B6.1^NRXGI=HFBJ<`>`-+$AM$&0>',-0KB(!(,?PUC3:JIP M!YR=R2'),#1M$(]0.+(;\5;:E31:E>+JTR&<5"?#5D*V$MDZTRR81(OC%8N7 MZE:<=^VFM2/X1@'T8JG\159--&E4 MET0-X#"D22W>#33-YV;,7I-"R%-305A@-;GH7!(U@\/\:UGBQH?E2:DX5L.6 MY'!:BQ])6SN877")HJG"]R%#4,*O"@DZPR^713<"QT5%TQSN($-0VA9(0K-S M\0TL;0N)RZ[R"IS/4IPD':))(:[#M,K`-&T+CTLS.1Y3-RS<>/S]3(=PXH8# M-+1%#IPJ:0O/R6A#*KHB"B\*9V5""Z3?7%MX1D8'4M$54;@#3LKD@&:(F;:% MQ&-7H8*_GJK%1:==U'8M,U-S>/I"6%E0HMS*'YY=5CP+7:)HJO"5,]`DY[-& M^LT4PF51!YZ:OC2:YG`'`*WTRJJ19>QBT07.FJD`H#"Z MD.U00UA40B4GTV71?`UF71;LDEA%EW9*W!(Y#5-T[D)@%8L1#"!+&,FRHTH>*L(\9`( MB:*IPE?.4)$6`.DV5P#)P$Y)15.%.^!4#,^.5&//GBF`9U]FNSOE@_$D$(6; M`%;%`B0G`5'&S*A&O)RWB@#/%4(JFN9P!QDHTD(@W.8*(1'8*:EHJC`'9C6Z M![X05A9O*&DA7!8B2;"Z"\%0"*IP$YR+DLQ-AH^J$>>L=5GD6":*I@IW8*HL M6\'8#=L!X=F[H<$LZD`JFN9P!T"]V(QA99#G"X%96`CY*Z^N\=%8":)P%QR, M224R@%3))PB-QZ%?KTL4317N@%,Q<8#<,_[C#]CI/W$T"1T315.%.^!T#)5` MNIF*QI4S1\(S$-@D_H6Z:WS0;XRF"C8*(5G8-5+15.$..!W#LR/=V+-G"N$9"(4HQ6_1N\9' M8R6(PEQL."%E)6Q8'%#5B/5:ET70D"B:*MS!=3QN$(\SE7!9U`&.BXJF.=P! M<"QVHZ_$!F3Q[&DE7!;"26Q,%X*A$%3A)@!:T412"`@+,ZH1/[&T&\R*#]TE MBJ8*=W"=CAODWEPA$CJZ<=&3I@IWP.D8"H&\FSD2FX2*0;&'A+_CZQ`TI>$F M."!M(71*)HJC`'VPP< M22%L>/:]R67%;>\215.%.^!P](4PG[\F-$C1Y++HRAZ*L.WB%1.^J85);3J: MP$]D\!P7^^'C;-X2"G-?!Q4_S6W-I[GV\]95")@/9M]WK_T_ M=Y?7PWE<'/L7,W1]`\?O@M_6XE^FX=U^^_DT3.936?O'-_,-=&\^F5S?F.27 M89C\7^#(AJ^J'_\'``#__P,`4$L#!!0`!@`(````(0"2;JICW@P``)<_```9 M````>&PO=V]R:W-H965T3\V5[?-R^#L?^ M?OIG?Y[^\O#7O]R]#Z?OYY>^OTS<&8[G^^G+Y?)V.YN==R_]87N^&=[ZHXL\ M#:?#]N+^>7J>G=]._?;1'W1XG57S^7)VV.Z/4SS#[>DSYQB>GO:[W@Z['X?^ M>,&3G/K7[<7Y/[_LW\[Q;(?=9TYWV)Z^_WC[LAL.;^X4W_:O^\N?_J33R6%W M^]OS<3AMO[VZZ_[#U-M=/+?_ASK]8;\[#>?AZ7+C3C=#H_J:-[/-S)WIX>YQ M[ZX`RCXY]4_WTU_-K36FF[GR%_KOOW\_DOR?GE^'];Z?]XS_VQ]Z5VS4* M6O!M&+Y#ZF^/(+F#9^KHK[X%_SQ-'ONG[8_7R[^&][_W^^>7B^NW7V\WO+J5 MW/].#GL8`G?MVS_\_[_O'R\O]]/%\J99S1>F:J:3;_WY\G4/QTXGNQ_GRW#X M'R896#V=I`HGJ9W-$*]NJG5CFN7UL\S0D;\2N[UL'^Y.P_O$S8=;\_RVA6DS MM^[,X1*"CW11KK@[R/X5TOU!SN[9J3\?3%/-[V8_79EV(:G%I,UTDI(JGM'% M#+@^.*\EPLPY2_;<11-[T06HW,6RX2NT.F7!,[I"ADBQF$(O9%&GLS"?BZ)/ M4,%GO,PV"KDRKGPFG=+7HOM,DL6DC9]/6C#70U(PW\_%/+4/HF[X2&?<^J(Y M+2;5R74G!4L$5@4WS".+0_1^ZFJ:QL(T:W[M+>:L<;+JY8J'.QI>SD7A+(VN M\Z',XI)9C`,%*K?6R*'&E-H[6QBQ=$>C;E-SVY9&\WF9KU71%ZCSSOO!#V^+*<%,L^&%Z&C4R&-M MC$HS;@,6S(#*S;C:2#N8A'9RY7&?T5@EG%H:S`>R&AEWPRCX\K(R)D:B#5GH MK&IDUUC8D&$.N(2E[Z=^CW)/`%+=.(-\97NO6N?KPMZ%+++SE>)NJ!^M#+#, M*TOR&&3I%?2$+.H`C\N*I3G\VH&)V4$<6H.H9-=>UZ+@;675`<3CM0Y@5JYWYYYHTJR% MZ2,*=P"@RPY2!Y!_[-H+':"4%/NX,S&8&T`4;@*85C"!J&,FFFK)`=4:`L30 M`*E8FL-7!H#EE54#D&_7&D`H&!Q(Q1JB<`>`K1$'2#5>`WD+-A1]C;S1I6AN M1,R7V*[*?/0RYZ.ZV88>IE[D'>C-N0$(L@ZI&CV M\!$9*U?OD:;X,/?B;F3Y\<4/01NRR+Y4BJ4*KP(GHQS,"@EY93!#%G6`QV7% MTASNH$S%JD!%38:0%3K!=VR7@KD1!*+B87R+@K,QFRT,92/KRD:':! M9_5UXR[*G%QH3JJ9##GHH5:5(%`,?2$*]\`QJ2:CA,N%_"RQP"PZ&5*Q-(<[ M&,?EXE.X#%G4@<(ES>$.`%UY&E0-D&Q\*M1L1OP!))JUI,0BAO-4$(6[*?-R MH7FIGJ1"3M@@ZG-F"F<3'^%R`0S+)8FX]#+?IGHT(_Z@$O([B"Z<(3?*4H45 MHN:XE&WQ8>[%-`M1^#9DY?4ZI5BJ<`?CV*P_A;PE3DBU0P@UMSY MR->,^CM.`C]\EJJE8JG"'8P#LBX!4I2Z#4G8B(UXVN]2-#>"T).;X:Q,XX"L MXX12SU)U)*)'E'(1H]D%4;@+0)>&0XU$XRX6XO-<&[+H.!`2AG$@"E^9LU&- M`^+LVC@0Z(5QD(JMB<(=<#`J!P@_40/QC-#6%)&5_$FE2^'[%$T>J,(]C%.R0=J)DLBO2$,6&0NE6*IP!^[D9"!E M4QH(7_TE)&11!WA<5BS-X0X`:7E+*`=(/%X#28D&DP*NC7C(ZE(X=R0>H*9B MG)H-TH^[(3]V^4W1AJQH1]Q8NQ3.=@A4>7$X0M.0:G3J(8TD!&;)W_VZ)D:S M!Z)P#P"SW*#D`1DG2B&>I]LFDA!G&I,B006IVR;2D=[T MU.T]9657\3BG<%<`NUP;Y0I9*&HD/Y\VA)A(5:58JG`'XU1M$']NW,=N\R$K M;]=.*98JS,&R#%(O)0%> M>?I0*C4BQ5^,KC8%Q^"HPABXX#'I<52W.8 M@Q4'HQQ('Q:`5.,0DO)R75+\.,A&I*C634#>7:%#BO,H@ZD8FD. M=\#)J!R4""D?=%>81`U$!<9![B!+\[D9#LO4"(0D;X0>!\RB+J+B7?#;N%W% MH)I)SLMDHL3)6H"O744LQH>#3BF6*OSR.1Q5+Q!VUZ8A(C$[D(I=$84[X&!4 M#DJ`5-.@^+B*"O1!_EF135'5",[*U`AD'9T&]3%C)7G8)04\R+\J`-*-U,(W\':E=$^;A`Y12+%5X M!S@7U4`B^:[0::WXJ!1+%>X`L)6O73E`JO$:2#JM"?I"":("PV#F:AQB6'6" MLS*-@V:DGL@(Q-CO;AT5CT@!$INBRD,9D6N-2#<-\GN'D$7WIL2FI3FL%QL. M1MD+'[Z*IY!%'"C%4H4[&`?D!D$W/@TAB1J(?(1&+.4PT'QNQJU#1C,.PP9D M?I]0PQ!RJ`<\"A$I'S$LS><>RHC<:$2Z89#[(F11%Q*;EN;PE3D9U3`@S*Z@ M84.0ASM3*98JW`''HG)0PJ,J@:+C)BI^&$2^35&Y*S>DZ@DB[]I4 M1#`F5&ZD8JG"'93QN"G@47_W%++HM4<\%AL1@[(1[I8RV@F,8OPJLF,:LQ&9&7OD;!!)V`"X?3R79H[PXX,IMEX;LY@+/#!+ MSD64H&'D[_"%(P!==A2WJYDC`+D3M5]C6EZWTY*S@B>++\>D#Z/"RCA(S1P9 MR2W)/_-UU5$HU9*S1+*$C7&:FCER\8FF\D4$UQ<)3S1 M?T?5FO3"3IS*3DONY1G@>/F]G2MH#>_=7-LO]/4OX2U2 MH=OJUKV^"OU.`?>R]-OVN?]]>WK>'\^3U_[)G7)^`U^PGO"]:OS'97CS[_U^ M&R[N-6G_GR_N!?C>O4(\OW')3\-PB?^`!=(K]0__!P``__\#`%!+`P04``8` M"````"$`RK\<))P/``"G3P``&0```'AL+W=O?8X3F(TC@/;TVG_ M^R5%GL-S8>-N'Z8SO_-1_D12_"C%T>'+G__T^?OI_//E9;^_3L(1 MWBX/TY?K]?W3;';9O>R/V\O]Z7W_%BI/I_-Q>PW_/#_/+N_G_?9Q;'1\G;7S M^7)VW![>IND(G\Y_Y!BGIZ?#;F]/NV_'_=LU'>2\?]U>@__+R^']`D<[[O[( MX8[;\\_?WN]VI^-[.,37P^OA^MMXT.GDN/OTT_/;Z;S]^AK.^]>FV^[@V.,_ MU.&/A]WY=#D]7>_#X6;)J#[GS6PS"T?Z\OGQ$,X@=OODO']ZF/[8?/)-TTQG M7SZ//?2?P_[[A?Q]7QZFB^5]OYHOFK:?3K[N+U=_B&VGD]VWR_5T_&\2C=;Q(&T^R#+8S/7V MOEWW3;^\?919B=U>MU\^GT_?)V%^A,^\O&_C;&L^A2/G4\@^\*1"Y^ZB M^L`B`Z+86_'0%D!IU?(F M#A30Q!,P"^>#)Q6ZBIP4>(^4>U_V_!,&+9&V*PHAL14)_QA748B#^(JDPZ.P MDUU43S;2,,W8&,P;/,+8Y4,2=>.,C6-@)+`2.`D\`R`V6M"KA-_D`8COKE"9A5Q MIHA5Q"GB*>'N8H;]_DP(VY=*]Y4E*\WNK*(N4[M"+&K(TMMMQ-KH4(43@!+N M/$;4!\Y3@K&EOMO(P&V2JO@TBEA%G"*>$NXRYE-QB:.?8BO\68*H5?G8D'!+ MR[$NXM95-R-VR^R#C0IJD0?JM%/*MJ'DMA\I,#+^78RNARJRNB3 M(W'G,6Z*<^S7E$+"L8BY(6R2XZRFCB6Q2N,4\91P=S%-*NY2R-P:=8@BZ`73 M2&(5<8IX2KB[F`K%G1KU%!JB#]6HDVC)LQ\\>R"DIY:P6J>9(6TFR!=FFICF25<6L4<0B&3>:S5)F&-9AGGE*N-9EE7)M5A4 M#!;!A$4230NYPR+(/27<4+\SS8B%&=&A)"J5K4Q&+)!IMQ$7@L%J< MDF-RI_5DB\]8Q)R0^3ED3>K;1J2>P2IXL$A&ST+OL`IZ3PGWS/-.)DJ;\HOU M0-:F;Q9@;+((%BR0Z%G*'19![2KCC MF%V53DZ11CNYD[?N0PNY%SVT<^'"8!E<6"35!@[+T,!3PFR'W7#-]HCY"KT6 MMH:LR?.9;T8,%L&"11(]BWMFAT60>TJXXWK^+73^]8U\R))%V;),-H-E<&&1 MC*9E`X=E:.`IX;;#%"#S0VY/%K',.[SIYR(0AJPB\:V(5<0IXBGA+NO1MTC1 M%_XLMS?Z=BZKJ+O4KA"K-$X13PEW5P^YA0XYO9!E41IZN9!A$<;1(HD#+^0. MBR#WE'#+/.UD9!_O, M127KNH78G0U95?P91:PB3A%/"7=7S[1%BJM;$Q5"#<;/Y';%KU7$*>(IX>[J M\;70\=7H/7I6%2]&$8LD3L^[Q4;L-1S6X0P])=QK/;@6.K@:^7!VR")J%:(, M/MBB)EM52[]LX;&%G))=/:Q&S-=.M2O(FGI881%-(QG7?9YM#HL@]Y2PSNWJ M835B[ECO"K(H65ZL1989+(,+BR2:5@TDT=NO+@50\(W!U;>B)XXIX9;K:=;I-&M:M1/(*G+E*6(5<8IX2K@['EPX!5*`W%A@PW,7\0!2 M$:N(4\13PMWQ<)*[J:X64AL94EE%^S"WRX]_YO=BSVM5$P M85T*)SIE*R&15=2[##6K-`Y)G+IW2>$NZ8IYK<=W6U=%-W[%F5O,M;8X-5<&.11/-2[[`*>D\) M<]_7@V[$/#;T1C>+LFGQD-A@%4Q8)*-IH7=8!;VGA)NN9UVO;\Q4.F=-]LQ3 MP&`1+%@DHV4N=U@$N:>$.Z['7*]C3J=S%B7+K8UBTX,[)!59`&!=KB2B=L0JYJX6TT\;<+/H1Y^?27\^KEX]C5D M%?6>VA5BE<8AB0,@EA:/Q=#]W&@]!_N4<&R5[N=R9Y%5Q991Q"KBD%2FM\>B M,LHC$0*[KT2A^O))%E&?J5DA5FD^P2)<1!;)>-5QN<,BR#TE?!K4$[#7"1CNW]6UEE3)LYC,)A^"]O0'QGJ7=8!;VGA)E>\NB3.[NQS",P M/"<3/W(=LJKTJ5'$*N(4\91PE_6L6Z:LN[$[SBKJ+K4KQ"J-4\13PMW5A2?5B)L&XCYN:PE(EE%+&*."3C_!7']%@-\X`[YA&F M'->BK)&QL$RJTF=&$:N(4\13PEW60VN9\N76J$,*P35@*6$6<(IX2 M[JX>6*L46#$NXNKOWZV>(J8C'<\J9_R*)BQ2")(RI_ M<&*Q"D/JD-3T'JM!STWS7,(YJO-(W8VO9/88)-&#"$N+Q6(9#E"1>RKGCNL9 MM4I90Z>HOAO/(MK-$%'1PW(E=HA6-7!(J@T\EE5'\_#"CM:AI9\\KU1F(8DN MY`TX%DM/PP$JJ%EG5KZQF"E0@M)]+"2#Q4MEHMI.$2U@:<-N&T> M9V-@A"?$:#\%%ITH89D7LW58J5A3Q"KB%/&4<)<\UM!=BJ5;:YD,+[.2Q"KB M%/&4,'?K>G2-^-9:ED7D(D,21U)>8EC$@4=2D7LLR@MLS:-+[A/&,K=>V2=D M%?6N[KF4QB$A.X?%7,2P1Y5R'G.H!(>87IVRB%JF.29__\DJO4,2/4N]QZHRS5-,760ZS6H7&:11 M.'KZ'NE:$JN(0\(N,K%O]JA2SNMAMM9A%M)`/*,(IX1/ M7YY9D`;KE$*W+BZ55;E=\6L5<8IX2KB[>E:M4^;PA4EUG0PFDYM1"05.0>B\HRSRT8^HV^ MY=+[V2RBEB&NHH>5V-58I7=(:GJ/564Z9DN)+#2=(H?/B$;TW+!)JG1O*RY@ M\U'1?E1T'Q4]%M69U&-MDV)-G(G\P4U6T?Y/[:K/1:V2.R2Q^^5C)2PJS_6P MV^BP"VN9Z.`AJZAGB+OP.>-Z;)7&*>(I8:O%IAYL([[YFYY91=U!LA5WDCC5 MRE/"W?$$PYE;22[]G;N-S"FCB%7$*>*1Q&&G/Q+C5NN1M=&1I>[-LX9VHPHL MI7&*>"1\?G*;]>S:I%2B5U!E`5/1E9L5YU81IXA'$GTNRBT&-UJ/L4TEQEKU MP^2L*KZ,(E81IXBGA+EKYO7L2OSFA0,R8E"C\$O2\4/H[WR&WY*6*/R:-$'" M9#VMFKF.J\K7D4#&3$)BX?6M5<&D5`63@,:+J"5?RQ&68]SHK&KF*8;H!-5? M7045CT8 MEB@8!A0-M^6&5MBMQU$3OB%R^\DGJ)A?%4A:%?Q*5?`+*/HESW2$WWI`-?.4 M*V&0\%N@:F$%$;,K\RATKT3!KD3!+J"/[=83JYGKR-(++*B87YEBP:]$P:]$ MP2^@T>_O3]]Z;C5S'5SAA_)R?P(RYEB%EU8%QU(5'`.*CKNRP1(3HIY@S5Q' MF'[2"2KF5\9:Z&&)@E^)@M^$TCMU/EC2>)+))T;-O!)I?5-B,?V6+\B8\]2R MH.!6_VKZ^7R>[T[2UT:QL>>R--[V,;FD]F?*69X#:^ MIVU\T1H6PLO3WK?/^[]OS\^'M\OD=?\4#AF^[1R6K7-ZSUKZQ_7T/K[1Z^OI M&EZ;-O[U);P0;Q_>936_#^*GT^D*_PBG/,-7['WY'P```/__`P!02P,$%``& M``@````A`#+OTI23!0``2A<``!D```!X;"]W;W)K&ULC%A-C^(X$+VOM/\ARGT(3@(-"!@-C'IWI!UIM=J/?_[(+]Z[+*M,%1M?3*:^)XM4';+BM/'_^?OY MT\+WJCHI#LE%%7+C_Y"5_WG[ZR_KFRI?J[.4M0<9BFKCG^OZN@J"*CW+/*DF MZBH+\!Q5F25ON6R MJ#%)*2])#?.OSMFU:K+EZ<^DRY/R]>WZ*57Y%5*\9)>L_F&2^EZ>KKZ="E4F M+Q>H^T/$2=KD-C\ZZ?,L+56ECO4$T@4XT6[-RV`90*;M^I!!!9IVKY3'C?]% MK/9QY`?;M2'HWTS>*O*W5YW5[;J_U.UWF9W.-2SW3`])U060X%\OSW0/0.G)A_G_EAWJ\\:/ MYI/9TS02X)8` M9V0J^9K4R79=JIL'[0&8U371S296D%F7$,^`RE0[OVBOB0%S!=;WK8B?ENO@ M'5A);=`.@Y:^=P^*>,2^)Z(-"6`F]^E`D60ZS32TE4]C/N,0.PQ9&L;TU/?$ MP!"@2()@"HZF]X*U%U:'U"+B^,G!PJ"XQ2(&AA4/8FGOQH=YWGD3\AK$TMY.72ZY&!0;.ERXTQECH.>=[ M_\#)H&&_$6BWC[673T&$G3E@$*&:&!B6`&D<`#/NT86U402.6CA>CRJ132I0 M3T9VCHVB>#@.28\>+*G0PM%=4V/FC'87U0912)0A"]D*"2]7ZT<+Z:ZE0'EQ MRG5Z9F>C*/8C61+#NF3A2RU&46ABX:4.ZU2(>@.C MAQK81E&\1SJEK]%N?>38,6ZW=3H7-AOE$HE[]8&35\U5RBPP9;FK5M#`SLUP M%S9R==^VU,+Q>F2)5HV",\9R1Y9"8N%XP[(4HKSP+NJRW(A0GTS8%.X2\%GT MB!5EN4^L%NVY@F(<-F+5LDPL#`\8'>HMXQX] MCNO!&Y:E".5EC-I&A#B1*!,VQ6`#1SUB11K8N#LLNY=&&T6KQLM83]4]LD19 M1L$98[DC2Q&Q\%4=EJ4(Y66,Y4:$-,N=+SR;`VD.'WP/1#UR17GNDZM%>]%' MH3!)X&6%/!DT`N:>[U&/,%&>46#&>"8R9%N*6!C/\;`P&;?;1QTYME&DOKM% M,__H6RON$2G"K7&[V(MVG9!;&T6Q&Y%RN8VUA#Q6"N,>%6$;1?$>*1,\/@[B MH<*,]+!)LO'Q":CSX<.\G2\/?+K$![]YEY=+Y:7JK8`[4P@:>;?BD^E. MK':A[E+'OH>G5&,/[@YXX+PF)_D]*4]947D7>824T\D3"$B);Z'XHU97\W;W MHFIXVC1_GN'-6L(CW70"P4>EZN:'7K#[*_CV?P```/__`P!02P,$%``&``@` M```A`(P:Q$#(`P``#0T``!D```!X;"]W;W)K&UL MC%?;CMHP$'VOU'^(\KXD#G<$K!96VU9JI:KJY=D$`]8F<62;9??O.[XDV";L M\@)DYGC.S'A\8N;WKV41O1`N**L6,>JE<42JG&UIM5_$?WX_W4WB2$A<;7'! M*K*(WXB([Y>?/\U/C#^+`R$R@@B56,0'*>M9DHC\0$HL>JPF%7AVC)=8PB/? M)Z+F!&_UHK)(LC0=)26F56PBS/@M,=AN1W/RR/)C22II@G!28`GYBP.M11.M MS&\)5V+^?*SO)DMX@?T&R=H3A9SG6#_E)R$L[O2!S8 MZ0NGV^^T(M!MV">U`QO&GA7TVU:98'%RL?I)[\!/'FW)#A\+^8N=OA*Z/TC8 M[J%:DK,"F.`S*JF:`2@=O^KO$]W*PR+NCWK#<=I'V3".-D3()ZK6QE%^%)*5 M_PQ(I]X&R6R0/J1I_5DOFPS16%WG%J@X$G`94"# M,Y=C\+@&'E=3C;(N8LBO[==@$O;48":ZY>=6Z4U9N[YS&SQBF"JGR(9864/B ML#:#&702=_L\XE$GL;*&Q-.@J09CB%$V\KUKWXM:KT<^]LC#K55>/PDT&(;E M&Y"SM8[!XU(:'IP;9XR4]\,Q,B"'RS%X7'"T'*YF-Y75K^=RC`S&-#5MFV;& MJ-OG$2.0Q`YF;0ZIPTY:4#?W%:=/[DM34S8R8N(?GW"8+,B.<>!=7_/Z]$I` MKN\P,OKBIH&RZ?DXZAZO+,K98]?B\RD1>8?/:`Q\MJK1H4S(42*SRZ[%Y^L6 M)W2+.EF06Y999AJ>M9/F,W:K$KPQ+P?Y8IH:[5$O5ZWO=EDX7SYCMQRA6_3( M@MP:71$ZGR:?\7T-0ITB%(C=RJ)W^4(@LRN6[)D6H6XNT.52$ M\)UF0?90MC-BM].5H_,;SVMNUBU'VAR2AP-D0=WD5YP^>;<<9;?(D069UWGX MKE=75'4`K#<\/.;V:>YL)>%[LB9%(:*<'2M0@@Q>U*W5W'I7:`:W(3@G@7VM M;L/*GK0.N*/6>$]^8+ZGE8@*LH.0:6\,AXV;ZZQYD*S6UZ\-DW`[U3\/\+># MP#TK[0%XQYAL'A1!^T=F^1\``/__`P!02P,$%``&``@````A`#[#N9/3`@`` MPP<``!D```!X;"]W;W)K&ULC%7;;J,P$'U?:?_! M\GNY))"D4:!J@KJ[TJZT6NWEV0$#5@$CVVG:O]^QG5!PJK0O"9XY/G/FPK"Y M>VX;]$2%9+Q+<.@%&-$NYP7KJ@3_^?UPL\)(*M(5I.$=3?`+E?@N_?QI<^3B M4=:4*@0,G4QPK52_]GV9U[0ETN,][SV%$\C.W.5S0MRP77/)2>4#G6Z&7.=_ZMSXPI9N" M00:Z[$C0,L'WX3I;83_=F/K\9?0H1\](UOSX1;#B.^LH%!O:I!NPY_Q10[\5 MV@27_8O;#Z8!/P4J:$D.C?K%CU\IJVH%W8[UE9PW$`E^42"&2>_#-OMHK#>/$^ MBV\5F4PRHDBZ$?R(8#H@INR)GK5P#]W,EV[F%K0RXQ1, MA>VN^+*Q[W7")NH65]5IKZLN7DT5;"UH5!K7D(T,D^#+J\&U]]V^6-`HN&O( M1H9)@/(BK62=30$JX&WA+F0=@M;`^* M]V9+[+F"I6H>:_A84GBY`@_`)>?J?-![?OC\IO\!``#__P,`4$L#!!0`!@`( M````(0!QRZ``30,``!`*```9````>&PO=V]R:W-H965T0FY)4#55W5]J55JN]/#M@@E7`R'::]N]W;`/% MD+1]:US67A/5$C&JRW"DP!YM$IXRJKC%OWY_7"S1)Y4I$I) MP2NZ12]4HMO=YT^;,Q>/,J=4>"G-R*E0O_CY*V7'7,%U1_I( MP@M0@K]>R70/0.KDV?P_LU3E6S2;3Z)%,,/3"'D'*M4#TV>1EYRDXN4_"\(- ME269-B0S"+/Q3R?3982C^?LLOHW(9')/%-EM!#][T!Z@*6NBFPVO@;E)H8FC M2PIJFVCTG8:;0Q"N!.O3#H>+V<9_@C(E#6AO02OD=:"IBXA;A*XN!-)%`SGV MHFE%M=45G4W=(F#KDL-A-!^$8T&F M]4S=XI[!T0K?U-)>Z!5':Q$.M"RHI]4S.%K0:F_DI;UN7N%B<&U[BUF:>X\& MSMAQXBY()X2Y$T)[O]HZE'Z]&U/`O<6$1GJVZ-AM=:\X'>G%16EM'4H/"VPQ M5OIFE+;KO9*WGOBO;UF;M[8.Q8>-;3%6?*1]Q>GD#:]A3WK8S=KKA@#=O'3+ MN[>@7H?U#(X6AA'ZAIAQO]O/#:HGU[>X>A>F5^]5Q7;,]-_5<4\WH*:S5F[J M\36O&X:>+>/KQ7;DN/+#OFY`U^0MQSAQ7?MC;N!U,>I3?X$%T M\56W&X`[Q=KVAM4[;*YP,>SO!F1GRFQ4?DMAO6'078Z5MXO9KK.2BB.-:5%( M+^&GRFS3W::SV@^"O?X@,"N]<\":KLF1_B#BR"KI%32#H\%D`=-,V(UN'Q2O MS0HZ<`4+VOS,X&PO=V]R:W-H965T^^K_N_[T/NI"= M`$Z2'+T,-=]))(#"6ME5J'?__>\?W\_^=?OP>'?_\_UY[\W%^=GMST_WG^]^ M?GU_?MA7_W5U?O;X=//S\\WW^Y^W[\__[_;Q_+\__.=_O/O[_N'/QV^WMT]G M\/#S\?WYMZ>G7]G;MX^?OMW^N'E\<__K]B>4+_\+\/7]\^_GJXO?E\ M3/3C^]O^Q<7X[8^;NY_GG8?LX9_XN/_RY>[3;7'_Z:\?MS^?.BGYV8]/6?OUY_W# MS1_?4>]_]X8WG\3W\7_(_8^[3P_WC_=?GM[`W=NNH%SGZ[?7;^'IP[O/=ZB! MN^QG#[=?WI]_[&6'Z\OSMQ_>'2_0_]S=_OT8_/OL\=O]W_7#W>?YW<];7&VT MDVN!/^[O_W2F[6>'D/@MI:Z.+;!^./M\^^7FK^]/V_N_F]N[K]^>T-PCE^33 M_7?DA/^>_;AS?0!5O_GW^_,^3'H]4?G9W_ M^Y3X^UM5[*&S'+-T__B]2O:D-[A__%8U>^@_7:;:D7K]-_VK46\T=CWIA4O; MD^[3TW[P#UL%7=IGJQWAGW6]GO0$]X_?;)F>=`;WC]]K&^D./>T/_[2JTA]Z MVB&NW_2&%Z]=WK[T!_;#^\>[O\^ MPT2/Y(^_;MRRTL4;%*P3<$N!?L4'`(0-1:FT["Q9%`YC-4] M&%1C&E.=37]P:KB<2$&D)%(1J8DT1%HB4R(S(G,B"R)+(BLB:R(;(ELB.R)[ M(H>01"V%]:S^%C\\DUGW0$*Y^0 MG$A!I"12$:F)-$3:D$3EQ\['*K_#.K\W)2%RW(8EJCS*&M9=:.AS7LB-#[/Y.=1KWDHQS;S0X[K;Z MHXNX7,5)EG*5GG3WE&YW57DR//7R^I3*;>'ZP^O8:7.2Q6D;.HTJB[V@55F' MX\IV!)45G[DG_1,IB)2>:-$K(C6E:HBT8:JH_.Y>S*K`D<H050U#%J-:$QWUWZKA17;RTD9>XVFY#&>S\I9.Z^\ND MX3Q"M<5O[A'J**A@5'H45:MS'Z":$S:,VLA77!.WV[)JTNW"L%A+&2=NX4;E M1G$#)IT_]U;#_C,C3G5Q7`H*NBFC6M`SCAO5Q7$KZ.@XKK;;NUC5[O8T2"A. M)NXVOJNVH-PCU%%0P:@4%%:K\S545(N5^FH8M8*,FKAEW*I)M[Q'->G0&%.O MSIC]9$K,7;0"]?4C<#!,1FBANE2^]"CHEQ6C6A.Z$3@8)E-UH[HX;B,O<0.Z MU=^J=K@]Y:"M%]6C&I!W0CL#9*>TZ@N5[45 M9/1;MP&0:E]CLO`ADFY?$+5?AS#OB-OX&Q7IUORH(AU*QA]%=_QFH5L!QTD\H7`1MKCKEAX%G;)B5&M"-_PN MJ?'(;QLYB?NLVQ`8=>[V"5&=.Q0-/K^;T/%8N-A?6JD.194B5'/"AE'K4>)X^^)1O/KUD];)O94?>Y>)7*@L7;D4I#VR8E0+ZH;>(.DSC[#I4^L@I''J!5D5"3MBT?)R$LFQMQ;^95OG"Y\*LO5*#T*.RFC6A/JNCOHC>)INU$K<=]&ON)^ M&^Y?@JKS]@5!+S>TP@'H4;C_9%1Z%-6M\Q6@FA,VC-K(5UR1A3?=:H*;? M;3ZB)NU0-#K]%N7J5(O")QPJ*@7I;Q&51T'U:['2A`VC5M#15UQ!MRG0"LHF MK=_M%:**="@9G0YKK?;:1CU[C8@4;T[%(W)#EUJ%RKZA$J/@CI4C&I.V#!JHX11 M15RTQ:C($<>3BT?)F$S6P-Q;R9A,VK=062YRZ5'0*RM&M29TS=>_2/)M5!?' M;>0EKG2\P7EM6`YXX^-1."P]"L9@P:@4%`Q+CX(+4(N5]O*&42N(A^7`WO@< M<=*JW5XH&99IS,8G/`W+Z^3FH%`#N?RE1^&P%*3+3*T)C\-R>)7LB!LU$,^M MN#D.^+AAPUT/]H4R'PUXV^-1."X]"L[%_TK]X MDS;H4#2"/-+6+KQ5#[?8TI"EI-3?U2J/@E%5BY4Z:PQGK9@=G<5=(-Q]677< MW__";*BSQ&G[I2V,YV^2C<)DT)EAOE:S\2"9MW*UDFH7C$I&%:.:4<.H931E M-&,T9[1@M&2T8K1FM&&T9;1CM&=TB%#P.7V0L3KUAU`;!D M(BQ%Y9M2%P@PKUVW,0I;[F@:1[L\0MFD*Q6"]"ZY%&3D_LR&9<@;%H^PY?37 M*;T=]@9^ZSU('XDI5)>REAYUS1PW8++_.#4@[S,P9Z-WBV_E"5;THG4>4#BB^*,FB>;HHO#@.>7'T M"`61K`I&I2`C]V0Y.^5^6K;$[P07WC>)[RO)?B[W!KZO))NV0E7Q6'IDM=4S M$Z_;4:9#O4/A79.W@GO)JF!4>F3E_LS$.^2)UR/M*DSW"'_&;>Q3V%4:E("/W9^;?$<^_'L7W]8-DTY-[*]]A MKL;)@E&H+G4H/3(:;93,N:_=W!SMDVO63<]A5_)6Z"M2A()1*8AOFD?/S,5' MGN3>3<]N13XM2;WTICCW"=W:<[+B.P9O=;IC2-V4XH8W\:-DDG[U.O+D?72! MIV-U=YY[A.;3Z^@3AIMX,>-]]RB9O8_%&H[TWC79=Q_MXR=TL>U.EK>)M\(O M!5*LG%'!J&14,:H9-8Q:1E-&,T9S1@M&2T8K1FM&&T9;1CM&>T:'"$7KWRA9 M_XX-VQ^]07MWK[GP&PW'),?!HV,`]X+)>C3Q9NY'D--0&5ZG]U1J)5V@8%0R MJAC5C!I&+:,IHQFC.:,%HR6C%:,UHPVC+:,=HSVC0X3B]GYFQS'B'8='P0U4 MSJA@5#*J&-6,&D8MHRFC&:,YHP6C):,5HS6C#:,MHQVC/:-#A.+6>F8C-N*- MF*!P+O56B@JV*AE5C&I&#:.6T931C-&90V:UU"6,D\6FI"016CFE'#J&4T931C-&>T M8+1DM&*T9K1AM&6T8[1G=(A0U+#C9./_6L,>[>/MI:"@83VZ[GX8'>*M\K11 MU4):L&14,:H9-8Q:1E-&,T9S1@M&2T8K1FM&&T9;1CM&>T:'",6-FMQ/O=JH M?)\U]BALU`ZY;(/1FMQZ%3XAK+1A3PD%5=X*`5)!M28,W2?[ZD:M)&'+:.H1 MGA,7JYE:J?O!9=(MYVHE"1>,ENQ^I5:A^^3BK-5*W&\8;=G]3JW4_3"]Y=^K ME;@_1"CN),EMK01HQAQ*%(2=<]#RR:XX]U9XKT=R+QB5C"J/KO6NKF:KAE'+ M:.I1U/)=A8)RS3GA@M&2?:W8:LUHPVC+OG9LM6=TB%#<@,]$`,8C&KN5BALYSZ.#W5N!`KS7'):"7HQ1S78O5BCANQTARWC':"7LQQ+U;VY3R( M?,PJ[FI)Z.8T5W"(9NP1NII,`[EGX>\.@C2\7`K2FE:,:D'JOA&DOEI!ZFO* M:"9(?T'JZR#HZ"MNKB2D=6HN MQY/-FT<76*-/_7Y(OP^/.S,?4$U_]"I4EC8O/>KBJ7X:Z)P$J-:$+O3?2Y;C M1F7QV[+?*:.9)M1:T6B>JY6X7["O):.5)GS!_5JMQ/V&?6T9[32A=57V*HO? M0^0D[@M)%.S4%_A7H+%'Z`OB./E1T+(5HYH3-HQ:3CAE-..$T:'*&'<7,\$L=P/'NG0[5`8Q/)6`2H8E8PJ1C6C MAE'+:,IHQFC.:,%HR6C%:,UHPVC+:,=HS^@0H;BUG@EBC3F()4@C5CFC@E') MJ&)4,VH8M8RFC&:,YHP6C):,5HS6C#:,MHQVC/:,#A&*6^LW@UAC#F()"F?( M4WA*UX+A=;*2%3YA&,1B5#&J&36,6D931C-&\BDM"):/*H\!7S58-HY;1E'W-V&K.:,%HR;Y6:J67 M?721O`BQ5BNY$AM&6W:_8ZL]HT.$X@9,8E>OSM@:X9+02]&*.:[%Z,<>-6&F.6T8[02_FN!1#YF%7>U9T)3EQR:$A1& ME3T+H\J"=.=6"M*:5HQJ01IQ;02IKU:0^IHRF@E27W-!ZFLA2'TM&:T$J:^U M(/6U$:2^MHQV@M377I#Z.@@Z^HJ;ZYG0%-Y`I$V71U%4>721/+F=^Y0^JCQ( M-H6%RK*(E1X%BVO%J-:$+GXZ2`9XH[+X;=G)E-%,$[XPFN=J)>X7[&O):*4) M7W"_5BMQOV%?6T8[36A=E;W*XO<0.8G[PC.!+SP73'W!HS"J[,W"J#*CTJ.H ML3MG`:HY8<.H95]31C-..&>TX(1+1BM.N&:TX81;1CM.N&=TB!+&S95$ON1' M@$N.<`E*%O7TX59OYM\^H`?L59;.5`K22:IB5`OJ%I/4;Z.R^&T%J=\IHYF@ M%Y?%N5J)^X4@=;]DM!+THONU6HG[C2!UOV6T$V1?E;W*XO<@Z.@WZ@M76,VM M#=Z1Q_?.@L)5U[/P70]&I2"M5L6H%J3+3\.H%:2^IHQF@M37G-%"D/I:,EH) M4E]K1AM!ZFO+:"=(?>T9'00=?<7-]4P8[*J+4H4=#J\A)$OH1*R"7QT8%8Q* M1A6CFE'#J&4T931C-&>T8+1DM&*T9K1AM&6T8[1G=(A0W(!HHG"\'4,=>)%/ MYN`KI[_Z/HFW"M\G850P*AE5C&I&#:.6T931C-&$!`4_V7KTR@LE:B7S:,FH8E0S:ABUC*:,9HSFC!:,EHQ6C-:, M-HRVC':,]HP.$8H;-HD2O=JP'#VZ\BALV`[);_'&"R4^$2RT44^)!%5L53-J M&+6,IHQFC.:,%HR6C%:,UHPVC+:,=HSVC`X1BALU"?>\VJ@Z MIQ]/Z!V!0JRPU3Y9C4?)\U>E6(6^^/PWL=);^EI0F)`*T8A57(BDM5JQ"GU1 M(:9BI868"0H34B'F8A46@G]L$BM]36MU:'P/LU;!:A@5#*J&-6,&D8M MHRFC&:,YHP6C):,5HS6C#:,MHQVC/:-#A.+62N)A$@>[[N)@X0,&@O2F+&=4 M,"H958QJ1@VCEM&4T8S1G-&"T9+1BM&:T8;1EM&.T9[1(4)Q:V%6#?C#F/@IV?MWKE/DVM9/=1,JH8U8P:1BVC*:,9HSFC!:,EHQ6C-:,-HRVC M':,]HT.$XH9-@ENO-BP'O:X]"ANV0W*?9CPS[1.%]VF,*D8UHX91RVC*:,9H MSFC!:,EHQ6C-:,-HRVC':,_H$*&X49,8V*N-RK&Q:X_"1NW0*_=I/F%XG\:H M8O>U6ND&GN_3U$HF@Y;1E-W/U$K=\WV:6HG[!:,ENU^I5>@^V?FOU4K<;QAM MV?U.K=0]WZ>IE;@_1"CN)$GH[;0`)5;BUIFUZ(5;Q-CWYC:,4 MJ]!7N$WOWB05*]U$UH+"A%2(1JSB0B3O=;1B%?JB0DS%2@LQ$Q0FI$+,Q2HL M!-^GB55PGR9(C''M5B%.8['R=/@&[$*?5&UMV*EA=@)"A-2M?=B%17+Y(%:AK[`0<5=V$3XCYG_M(XAZ^S#Q*+I/ZZP"5(B5)BP%Z=U))4@O02U( MK1I!ZJL5I%930>IK)DBMYH+4UT*0)EPR6@E27VM!ZFLC2*VV@M3]3I!:[06I MKX.@HU776F\?O]W>/A4W3S.5E0D4-S6QDD/)304K:>8F*DZ#U3-S\Q4K%10W;;&" MA3-SLQG[WEU^B?N!VQ%'1$[&DM983Z6),` M-HUH.4O!?@_7VE*P54.OLA3LLE`"2T%H%/W:JBDBI.C7EH*H*/JUI2`2BA)8 M"J*?Z->6@B`H^K6E(.B,?FTI"#3CZE@*@LOHUY:"&#/ZM:4@KHQ^;2D+*"Y> MR"TW@3(QE1R*BY!R&D3RT:\M!=%[]`-+J:"XL"E[0^`>_=I2)E?H;WB.@-/D M5YBD\=.FI6#FP^]CEG*5E?A1A!7\`)6YWY)8P6]'F?L9B!7\[).Y7W!8P2\V M*(&EX'G4S#W%R&GP6&KFGEQD!<^=(A]+P>.GF7N.D=/@*=3,/;O("IXV1=EL M!=<-SR5SF@G23,PT.93"5/`,,:ZUE0\>)<[<$Z:<#YXHSMQ3I:S@R6&TCZ7@ M`>+,/6/*:?`<<>:>*V4%#PJC36WE,G//C',:O`20N4?'6<&[`)E[7)P5/.R? MN:?&6<$S_YE[>)P5//J?N0?&6<'+.U"L'H_W=M!REC*!MXGI#2]T9(6IX,6- MS#W/SR7`^QM992IXC2-SC_)S&KRND;DG^EG!6QN9>["?%;R\D;F'^5G!NU9H M!:NF>.4J"EM]$,/L12\[Y>Y5[_WP9I4-K^BC)UH*WM1'/M:^"F]Z0[%N"/"J,!3+&U[4 M1T^T%!P]E;D#B[BF.&(J<^<6L3(98X['&3FLY&.L"SBVPU`N+W!UK-ER@K)- MS++A3`>TG%5J',^`'F(I.*4!;6HI.'`!H\12<'A8Y@Z3XE+C=+#,G2G%"@X) MR]S14JS@K+#,'2?%"@X#R]RI4JS@3+#,'2[%"@[ZR]SQ<*S@<#^TG*7@7#^T M@J5,D,_$S">'4I@*#G;+W'E?7((*BCOVBQ4<\Y:YH[Y8P7%NF3OQBQ6`@2_1>2\$!K6@Y:Z;` M<:LH@:7,H+BC43D?'(6*JV,I.-@4_'D4,QYZHQYJKN9XTD4I*/,2/AA%WVAM.,<44M M!0<1XXI:"LX0QA6U%!S_BQ)8RF2$V1(?B>$2X!LXF?NB#"OXU$WF/BS#RF2$ M]C$C/_@Z3.8^M<)I"BB%J>!3,,C'2H,O/F63[LLWZ16%XCZIQ/G@FTZ9^[(2 M*Y,A[B2ZSQ&1-]Q)F`H^A82RF>O/$->@^YH6>4--305?)D/9[)IBAL5'LKC4 M^-(7O%E*"<5]6(O3X`N9F?N")"N3`>Y"NW-/J-07\&;7%'VG>X^/TO2RW%2* M(7J5J>"C=E@N*^;,]*#<5]S9Z5%HK[J#TK MD_X09;/BECF4PE1***6I5%`J4ZFA-*;20FE-9=+OHVQ63\RA%*920BE-I8)2 MF4H-I3&5%DIK*I,^QD+WP%\Z\T$I3*6$4II*!:4RE1I*8RHME-94)CV,A>[+ M96G9H!2F4D(I3:6"4IE*#:4QE19*:RJ3'L9"S^J).93"5$HHI:E44"I3J:$T MIM)":4UETL-8Z)EC`4IA*B64TE0J*)6IU%`:4VFAM*8RZ6$L],RQ`*4PE1)* M:2H5E,I4:BB-J;106E.9]#`6NH.MJ+]A+)A*B32EJ510*E.IH32FTD)I366" M[8[9HBZ8:,R'M0L+&GR"(67-[3D&E,5+#">+5QA,%J\QE"S>8B`=^=O3I7W\ M\.[7S=?;Q^S/^Z?GNY_X('* M\[-OMS>?;Q^<-9['^G)__R3_@X7A[=_W#W\>?V7_\/\"````__\#`%!+`P04 M``8`"````"$`1@3-3[`"``#@!@``&0```'AL+W=O(N]PE)]1$.6):?L4=*]8*WQ(HHUQ$#^NN:=/JD) M^A$Y0=3SOKNC4G0@L>,--V].%"-!E]^J5BJR:Z#NUWA"Z$G;/5S)"TZ5U+(T M`N?[\Y>R@![^1KN7AB^+% M=]XR:#9?C*>%4;N.W,'J&R M`2?X1(+;$8#*R:O[/O#"U#E.IT$VB](XR3#:,6V>N#V+$=UK(\4_3XJ/4EXD M.8JDD.8QG@3)/(NSZ?LJH<_(5?)(#%FOE#P@F`[PU!VQLQ8O0=F6D$;026J# M#S;J.`!K0%_6<3J-5^$+=(4>21M/6F#4D](Q8WN#<::$D$F?#A0Y2.>4AD7' M:4RSL<7&4Q:N8S;U[0`8.4"1-QPLFF,XT]<`A287'IXT.7L,@)''Y*:'1:&[ M(X_LW`?7\8TG#3P&P,@#!N=&'1:]JN/2PY/F[CZ3>32NEN MT2OW2:_@*_2D084#8.0QN^EAT7>[Z$D#CP$P\K";^#S^IWFSZ%4=EQ/G2;Z+ M<7K9Q6%T$/3F?J/X]U`P5;$M:QJ-J-RW,'\)7$R/^D6VB9&PO=V]R:W-H965T5KZ'A=9?LH35H3JRM,@&/[3G@34NSHSI4E4$XG#/+T7#>VM5_COFJJQ]O39/.:L: M,'$HRD)\**.^5^7KK^>:M=FAA+C?R2S+>]OJ862^*O*6<782$S`7(-%QS*M@ M%8"EW>980`0R[5Y+3UO_F:Q3LO2#W48EZ&=!;]SX[?$+N_W5%L=_BII"MJ%. ML@('QEXE].M1BN!P,#K]HBKP;^L=Z2F[EN(_=ON;%N>+@'+'\DC.2O`$GUY5 MR!Z`T+-W]7TKCN*R]:/Y)%Y,(Q+&OG>@7+P4\JSOY5X!/WF2RV<@:+'CT+ M*;59S&.'PQ@2V8CD#L*!I'<@L\&*Q3.ZRU-*H=9&(B!;CI,]@F:JUC(7B2M( M#8'E%.IE)$?5;A8/I9+:K0\A#%68+0;R*NM[A"RQCDX&$U,9Z;"Q7J8R)(-9 MBQZTMDLOF@[TI-:F![EQW.P1-%,$IX,712$Q=4Y_I:9.G[/8S3]E)[4C=DZ& M]@BZS\[4N>Q,'=$UL>@M+'I]XTNI0RM=T<1*;=.#+I[;G;KO4$9R1I+4E-@,Y&@<%X7@Q'PP6SJ4Z1G/:4EJ8FS/ M))8V.TTP-24V'3G./J&#T\ZAH\O9T>EG8K\1),25 MI*;$9B#GF68P-`&.N4>E,(9A%[LK28DAL3W+H:8]CTJ!,\^)?67G>@\KJLPU MOH:=89Y8RG#ACK!.K>J$S'!;Q1VOHNV9)K0LN9>S:ZU6S-UFD.*6O)=;LMIS M!P7LKDUVIM^R]ES4W"OI"8Y.)PMHBA;77'P0K%%KV($)V%K5SPO\':&PQ4PG M`#XQ)OH'N4@/?W!V_P,``/__`P!02P,$%``&``@````A`#5SFS&#,```FO`` M`!D```!X;"]W;W)K&ULE'W9CAVWLN5[`_T/@MZO M57NJ";8OG#OG`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`]BU5/P='>#Z0@'7T1Y_1_O] M,5WE"XXWT1%_1\?3#_O;T^YT+=5[P1$C8;U"_/U]5;J+#OC[NZJT0YNN)<@_ M_KU*[;31Y!__7K5V>RT5__B^BNW0-<*%IC[BMM:[T+76+EF_?W[_\X_?'O]^ M@X&.JWSZ\[U,&[M[B18[8Y1_ZYX8)A_$_!>Q_^DMA$3'>P+ZSY_1&>]^?/=/ M=/@/T:ABHWUI<58+Z?02M[9`8X'6`IT%>@L,%A@M,%E@ML"2`>^@V28_OC*R!2N90)/5U94=?IO5UK4(:0AI">D( MZ0D9"!D)F0B9"5ERI)`2=@YFA]OU+KB_ MVID9K-YX[8`-(6TL*G7);K.1>RNBFE+[C=>H`R$C19TVFQC53`CSQFO4)4<* M>64=DF4,.MP$+F6,R`URJ'PN,C*=@]DQ),!K+D!(0T@;D,-QNSUT9-,3,A`R M4IR);&9"EAPIQ$%BY(DC<"E.1*[0BW-Q3N5T?@YFAUS"_9U)M^I@=',7.N+^ M>%T&:0*/>X(V;DM(]ST%]65!NZ/I10.%'0F9OJ>@N2SH:K\K:[3D80O])6'W M&F#%RQ90"$V@NIPC!KT5JB,$=15J(I0+RE#'L7J.-;#CR-#$L6:.M12.I2R2 MQ3J#5A8IIF,J=(4)(.^9IE.=H]UQO_:ZT][TA3KQ2;=0VC$-VE:M$M0I%`(? M;TS;]XG7P(-"*+"$1AJ/6 MMY+5YBJ+F0)ORK%^CG9X(B/WK@-WM!`G/+%9%Y--="D&:+#*H,X$WIFYMT^\ M7O/`@4>&IN08KMCT6]O1@EV&9H4BH%OJ:-1X$5=G*$K M";6G:$RT\Z$;H6)&"UBF3KTCJ%$HU:MEJ%,H%=DS-"B48HT,30JE6#-#BT*. M+)((9[*$E?KU#^B3FOKN0JY<]+D`[]N4W4B==) MM5$H=9"6H4ZA.(CN3"+3)UX##PJEP"-#DT(Q\,ED4'/B-?"BD-,-)>7U%`VI M<*%HA(K1&;!B=!+4["*4ZM4RU"F41E3/T*!0BC4R-"F48LT,+0JQ+/L+^?Z* ME_F^0F;)96?C<[2+RZG=Z61Z8IT,M-V:"&7CN&6H2XZ2%^R.M[:K)0.-/'"8 MD:$I.8;(U->2@49>BC#%Z,43,K>OK;@1-2X@\I0CFF4KIIJA)D*%9"%8!G7L MV#,T<*R1H8D=9X:6PK&4Y4+*+Y.\640I9"P^S5KUGJ`F0H58P2J#.G;L M&1HXULC0Q(XS0TOA6,@B;T<\65:\3%<5,N^D[$NV<[3+QEG-4,-0&Z'\O11; M]0P-#(T<:V*KF:&E@$JI+F3VAYC&IU%>*61&(ZW+HUT!.AK#NU M#'7)4<:-?;35)UKC#AQD9&A*CFM[(T*10B'LTB?&<:(V[*,2W4$PF M_OS&*X+5U+QJBEB>63#4*)2JU3+4*93FB9ZA0:$4:V1H4BC%FAE:%')DD?3: MN1L>0MJ=WPT5LG.978Y'.UTHE??J.K'::$V$LH'8,M0E1YER3%_H$ZMA!XXQ M,C0E1R?LG%@-NQ0QRA%[82UPX+6`0L5$%A/[++.(9MGC@C]L):`%NH[!,?A?(E4L2* MB2QX9E"C5JE:+4.=0FGRZ1D:%$JQ1H8FA5*LF:%%(4<62:^]7A;2[J*71$6QMO:-]M&CQUL+=#AH4BG%-WMPG6N,."J6X(T.30B'NM4F-YT1KW$4AI^-=6`]@ M9S')&:%B/`8,TFE9=?3,H$:A5*V6H4ZA%*MG:%`HQ1H9FA1*L6:&%H4<62ZD M]D=.[14RV04MQJ-=S"[H=5*B5%J$BP8CY&)H5B7+.RFQ.M<1>%G$%[84EPY"6!0L5<%M/_-&?4 MT:R8RZ)5JE:K5@GJ%$JQ>H8&A9+CR-"D4(HU,[0HQ+*<+F3W*UZF7`J9N8S6 MX]$./7N=<\PKP#K1VFI-A+*1V#+4)4Y2 M!"D&[>G"JF#%C9QQH9#/9=$,TFE9-4--A`JY0K`,ZMBQ9VC@6"-#$SO.#"V% M8RG+A<3^%+/XU'LKA)U;"# M0BGLR-"D4`AKYN4YL1IV4<@9L1=6`R=>#2B43V01RV:MFJ%&H52KEJ%.H=1\ M/4.#0BG6R-"D4(HU,[0HY,AR(?4_<>JOD)W(['H\VLDM>EM,T<*Y3E;:>$V$ MLM'8,M0EQQ?"]\E*PP\<:V1H2HXOA)^3E89?BECE,+ZP'CCQ>D"A8G:+ZX%\ M=B.HB9Z%>,$J@[IHE4,B^+3<3S3G: M86FFS5(SU##41@CO>-2Q8ZN>H8&AD6--;#4SM!10*97DW$ZN?PJY>/Y@5B$S M2G=FJC]'NYAN[*Z,E'7B59$F0EE_:AGJDJ/D!7;#7)]HC3MPD)&A*3FN<>T* M/=$:=RF"E'I>6"2<>)&@4#$B@UDVBNIHED%-A`JY@F,&=>S8,S1PK)&AB1UG MAI;"L93E0K)_XF1?H2O,,=LLO\/WF\I7E>=HA_MF;F8WSM7)3%NOT1)0]E;` MX61R@#9:%0,WKB9,D>8VU7.1PW<5.7*14XJ5KA7/#^WZ/IEI+9?7BBS:Y_K" MJF/%RS19(3,-4#X8[>(T8!_3)58ON(E0UH5;AKKD*(/5A.T3JV$'CC$R-"5' M)^R<6`V[%#%*+2\L.:[C^B(E5)5"^100L6R\UPPU$2K$XB4'._8,#1QK9&AB MQYFAI7`L9;FPY+CF)8="=LEA!MHYVL4EA]V!4B=:6ZU1*-V-6X8ZA>+BP"R8 M^T1KW$&A%'=D:%(H/CXQ-\8YT1IW46B-6\IY8=5QS:L.A?)51\3R50=#C4*I M6BU#G4*I8_<,#0JE6"-#DT(IULS0HI`CRX55QS6O.B)D7LWL36N?U2Q[-<-0 MPU`;H?S5#%OU#`T,C1QK8JN9H:6`R@XD.;R3^5V'W#[/_!0RMV3*_*)=<4N^ MMM^4J9.5=O-&"WCYCARM\CMRBI5NCU1BGZRTQ.&[2ARYQ"G%2B7NZ.L=:SXD9-4!,],Z5:AKH( M9;%ZA@9V'!F:V'%F:"D<2UDN+&&N>0FCD+U1F[3L'.V*B<'I>G'QD^;^1AW3 M3:-EJ%,HS\LI?)^LM&\,"J7P(T.30B^&GY.5AE\4X8&A5*LD:%)H11K9FA1B&61IS">+"M>+D,4 MLK.>S1&CW2NS7K+2QFLBE`][_)DA0PU#;83R1(>M>H8&AD:.-;'5S-!20*54 M%Y8>-[ST4,B,4LHZHHUGV M<8,F0IF*+4-=A+)8/<<:V'%D:.)8,\=:"L=2E@O+&_E$IOF2@4(VB[$)=+3# M77=]1K0WMYHZ\2IEHU"Z;;8,=0J%P->W9@G:)UX##PJEP"-#DT(QL'V&.B=> M`R\*.3?G"TN2&UZ2*)3G+!'+\BE#(S(;TZ#3:X1XK'>UP,C-/G7AMMB9"Q0`-%Y!!77)<`]/V ML\1KX($#CPQ-R3%:T2Q+6IH( M9>JT#'7LV#,TL./(T,2.,T-+X5C*(NF\LV;`/$TS6H3LC&9FK'-TC3,:?S4C M\=ILC4)I4+4,=0J%B6=_,*E1GW@-/"B4`H\,30J%P(T"*CKPK4FQU\_,'6[SS\RM)D;YD(#?(8_;4D,DVV:&.:LG M;N^Y69HZRTNYD,+>;BEL%F5_;7I9%"H4,-6+4,=0SU# M`T,C0Q-#,T-+`95"74A";SD)C1`^S:7U/3-4,]0PU#+4,=0S-!1069,+R=\M M)W\*Y7-"M$I0S58-0RU#'4,]0T,!E34Q^=IKW\Z_Y3Q.H;RM@I7\`G+KY_L[ MT\_KZ`@K;>2&H9;#=\DJ#V\>L_;)2L,/!53J<"'+NN4L*T*RRW:K''9DI+EU M_23Q.9K)S\DV,U[$1ROD.9(JGJ[M%P(;#9->N+4*I08- MLQ96ZG,AW;KE="M"T$=U/T<(/U=4J(X0\EZ%&K5*]6H9ZA1*L7J.-:@5W\_O M+J0Y*U[>;",D+P>V)D1+FZ<1YVB&S$K:<+>[-G>^.AEL=8U0GG`SU"7'-?*5 M_09JGPPT\E"$*=KP[D(FL^*FYB&Y0./4-# M$:NLB4=>)5Z"9"6<]L&>J2HPS"O7T^T2=>`P]% ME++G7LB![C@'BE`Q!H-5MG*OHU4&-1$JJA4<,ZACQYZAH8A5UN1"#G3'.5"$ M[!@TT^0YFN&6($(?KP[FR5^=#%3I)D)9UVP9ZI+C&OGFSN8*R4`C#T68LN8F M9]IF'\Z-[@)4C,(`93>^.EIE4!.AHE[!,8,Z=NP9&HI894U,UO-:]G?'V9!" MZ /9+V#44S^0%<;F93PF2F[=!$2)+QS9/WI^IEI"2T2[&2(Y:EU/2A3K@R M+7)XKCESM(79'YH/&H8S1R1,Y9.ZUSI9<"CS$<4@G;82CNZ1P#^]Q>^Z%,/9/0'; MX0/B"N+TGFB8%ERM8OEH4BP+B`-\."".\,D#%KT!-_A7:OM?CW^B;ICBXO&: MJX.M;4B9=O)]C[RGV">6H30XYYFU!T*#%%*%@0@,XA0C!B$#@Y"!09QEQ"!. M,V(0YQDQB!.-"M!H>R'MPQC2_">3:W]MGK-6:H?;8&9W97\?CIX5XF6W2_0L MPB`J8="4,$A*&!0E#((2!CT)@YR$04W"(&:.&2TOI)*[*\XE%YO7971SL?!>Q M-)-#NX#AZ5!(NVW"#R4W"YW1H"1A4)*B0\G-+D8W3]"AZV:AT:$K8="5HD/7 MS2Y&-S,15-XL-#I4SC&C\H5D&PM51\V`R8/8[.9ALVDH'.SP)1&]!FA*�E M#)H&+-^4HU@6#RJ2+U0D#"I2/*A(=M"-,.B68T8WR9FSWIGNNB&9SK<6RG%M MTC/E4R"Y;F;%#MV"7?&^@Y_LJ5E\+'0XWIAD%\*&0-EM!L(2AL[Z/05"ZV"F M!>YOS/H)RE-P*$\8E/^>`M$898'(0LJ'&VB:/+AI&K/V2$W#BXS=54S2B_0O M8-G^&G3?@&4/J:!RP$J5"8/*%`^24CR(2+X0D3"(2/&@&,6#1KFOT>C"VF)W MQ8L+Q>13>7GW-5,/NF_PC8^Z[@[F<29$W`QT7H"($4LK!W15PB#BYBLSWYV= MM*'H9J#!H2@%@J*$0='-5X+?V@>QD'GYG-#J_>N^)YF\6L M$3'(KF7BI,RP/L#67L5P.B9AC6+8.JEV.!\SV!4+$_;%H9@4#Z=B!BR+AV,Q M*1[.Q21?G(5)&`[#S.,9[21/S[3;AF\\0;/4*";U\CW:U#?OS'0!W8*=[$O= MS)R9-9KA);?T`V?GXQ8HW=H@;`B>S0,X>?1["H36P4P+I(>+4#X&2@5">2H0 MRG]/@6B,HD!G!Z1:8(,:NHYI&LGZLZ9YO5N'94+99!%#DVG?1/L$$)MA%4._ M#A@>UBN&?AWMTG0-^0-6RD_QH#7%@[H4#^I2/*A+\2`EQ4._SN,9\60Y\))X M=OT>#_)$2*U_M5,L:0+MPCH##U35#MH1!NT(@W8!0Z]07W1=LH-VA$$[PJ`= MQ8-V9`?M"(-V.6:TDV7"2]J9@]AW\;3/4KNPUL!G/K2NT"Y@K[Q/SLS4%7)N MKHI!SH"5,"A/&)3/,:.\K`!< MY9'K$CSB[-)UV>K$#'X9O6$B!0/B@4LBX?>2;[0 MB#!H1!@T(@P:Y9C12%8`KD9A:5!J%+!7T_QXLFA\F[;;TP;]7;)0M3'&0_0L M^X2*A$'%@>`QW7DEEH=&A*D:!IP+(V@J:$05/"H&F.&4TE[<\T?3T)"NN$ M4NN`E;E]P+"Q4^N%V9(P*!FP+!>'D@'+U(62Y(O^2!BTHWC0+F"E=H1!.\*@ M78Z5VJT'A6;:;7>9>()HH9%BK^7VT>ZUW#Z:::I]>V,>OS0[#902J5:Q3(A. ML9<+[-4L%G@ZVE7EH!8AU5YGEE&QK,#)P68'6TK,*"]Y?Z;\J[T6C]KI::IB M1>H>P2)UCUB1NJM=FH*A;B@DJRS4#5@6#U(&+(L'\:)=B@?Q*![$(PSB$0;Q M_GIX?O_0/GW[_B(4E0CQ__/3A#YO*QZ-+T;U3#KC; MVX]45YA+5]&A1V9W=;`[`#.[-%4D7\70H[=XBD%SPJ`Y8="<,&A.�G#)H3 M!LT)@^8Y9C27U4"F>9HJPC*AG"H"AB;4>IYW\5S4#*L=#!J1+S0B#!H1!HT( M@T:$02/"H!%AT(@P:)1C1B/)YUV-0J)?:A2Q],H(&A$&C0B#1H1!(\*@$6'0 MB#!H1!@T(@P:$0:-"(-&.68TDMP]T^CUB2\D^Z5V`@F]UQ M;8L;F^"C`X=(V<(>LD`V3U@VE,T3,32/MCV:0L$T&Z.#*Y@24$@=0'Q>1[TA M=<"*;']S3L5`5XV8O"$E>4-*PB"E.J>(T$W!%!%2Y=Y&*ED,N%*%54(I5<3D MO>O608^T-RD=Z;H.-[/;$SJ&,/G.5<4PLV4R!KL,0X_=?+,K.)A+@+";F8:# MK@$K'J+0?D)(3:5"ZBU<*A7[1TS-H/YFI\5"_%>*+=M#KLYMCY4PNR<40WMH M>>==!#-U:P=K%,O4;1VL4RR+USO8H!B*UVL9%??8+&FYD6`8WS<$9C2?U=C<.:H-0X M8M!8@T/1`.:_.G`PB!CM"A$)@X@4#[H1!MW(%[H1!MW(%R(1!I%R7R.2Y/ZN M2&%14(H4L6+V/)FG')`MF&%\I.:\L3LZT!TW,U4<2@9,9H"MI],,AQX:S+)1 M"7&W<,F59S@(OMEIL1#\>XI%&U"Q:(,M7"K6Z[N;F9:*9LG#F6:1Y8;;+'$= MDK^RPQN,]4%*.8D&,)NDH#AA4#Q@V:0'>0-6RDN^D)(P2$GQH!O%@V[DB[Y+ M&$3*?8U(LHAP10JKB[+O1JR<1$T:C;X;S##D4W-Z?7]&LS19 MH.]NX=;9E5[=)5Z+@]`4!T(3!J&+V"8T--]H#0W-\S!&<3* M236`Y:1*&.2,6+H;HV-&K-".?-$Q"8->Y`N]"(->Y`N1"(-(N:\121)[5Z20 M\9?-=^WS96A(OM$:&I+G88SDLD!P)8_+B6+"C%@Y8<8E1DH`H"9A M4#-@Y809L%(Z\D6_)`QZD2_T(@QZD2]$(@PBY;Y&)$GD,Y'6)U6R"ET?*=L= M#O*:SNYV5DSV^VXW:-QEN;L&9_E"9&['_76STV:&P@&37P-OOEX2$,QP@U!7 M3*1;N.1Z9[\NAW;8S-05[?`]I:)IJ%0TS18NE0I1S)H.S;79:;%HKE>*+5MP M/34W:\'ML/OL>[L>KC.+?3*&P6S=TNM M8L5`T$N+X6\.]&0LL]#P@X;*PH^*9>$GQ?3J3W2D0FZAX1<%O4UHZS&ZKLAA ML5%,W_',78BLL2%HM,M^%0D-&82&`$J%58FYV*CSDC$5@ M3&V^SLP1S8J9(X5+KOCQB%G<0'0J%II_3[%HAF"6%8MFV,(5Q1I5T#*;G=86 M#?-*L::M9+7AME58AI1M%3'Y]A#-#'"TU6:G5X^V"IB\ M$M]*\-HJ7DEZ1(C1L(5+KBC6/,]'6VUV6BS:ZGN*15M1L6BK+5Q1K'D4@K;: M[+18M-4KQ9JVDD5/UE:OOE+"@UJZ5RM6C#?(1/?J:&CNU4>Z5R<[K1=:,13\ MVKTZFF5='ZT87&VQYJZ)5MSLM%BTXO<4BU8,9EFQ:,4M7&K%H[TIHA$W,RT5 MC?A*J:819165-6*Z5X?E53G@`F;NU(-]V#'1QH MN6"1W5]QZXE7D9YAHYDTTHLEHIG43G_U9OH/&HU*1`M1B6@AC?1BB6@BM0LE MWIJ>@_;*"S2-(ZNWK'%>'V%AN5W^TPU?YM.-@_E,PS6)H@`#B@Z1J MB`:($8L&4.<4$6HKF")"8(H(@2DB!%;G%!%J*I@B0L$\HE%0%F,O*1BWJ*!R M[YX^/CP\U^^?W__\XY>';[\_G!\^?WYZ\^'QKZ^8^D\XA"W#WWQ[^.VGM[]@ MY\;]+U(^_#>?P,DNEGN\EEB7=(;[Y?8`-_P2VW$#)=_"\Y@CF'4=8<)5"(6B MW'@H1BXQ;/]@/[E$_(B92_ME=_^+AU=2DF-?(9)KC^IXM?GE>/\+MH1QP15J MZ552QN[]VJ781T;M_=JSF)/1>[_V,.9D%-^O/8TY&;GW:X=C3@8M9+C0[N`J MGT,N?!^'8O,R7QXOXY)YF1>O,QSD.H@N'H>81XGIM1]B'B6FQR'F46)Z')KN2MK/ZW3PNQ(_CT/S7$D; M>1RNKM/C4-Y>RO,X-/F5M/N%\JZD/(]#LUY)VWHAZ%P)>/!X^0Y%_3$`QCN+_*\"_5S.7FP!3U=#D^D[U`_/"7@F/*X M`]?I/P^7+>'39_12!R\F+E_F M2)=#=Y`YTN701C(/NARJ+?.@R\%O)W[>6(&+W$9<#G(=1#-/3V@F#7`?1S/.#7`?1S.-0=YDC74YV/HC?FM68&[+L@!`_ MCY,=#J*9QT&NG6CF:0W-=J*9QT&NG6CF<9!K)YIY'#3;B68>![EVHIG'H=H[ MJ;O'(5^ZDSIX]<-&H75^\3AL#;J3.G@LK\Z7*R!PYY MB,MAWY#,K2XG.]Z@MWGE8>A M('F(RT$NR4-<3GY&!S_\:HMUP8]Q1&N7@Y37HJ?G)S^H$ST]#C\:OH6>KM;X M$=PM-',Y^D6-',Y^0F7U,]K=_FAEM3/XW")UW*=7AUPG==H=Y?# MY5]+'3P_7+[T:Y?#Y5]+'3P_U.$:[>YRN(RCQ/3N?W`Y2OT\#FV$%9[/(:;D M/?B=*?<)Q)3\Q>404\:TR\%%[D?AD8@9[^A&EQZ'X[ MZ8/>?1IUV$D?]#AT/\DU7`[5EES#Y=#])-=P.;3[3OJ@5QZ&E^0A+H>'(I)/ MN/63;[3(=7IUET^QR'5ZG'R21:[3X^33+'(M'B=?8)&V]3CYK!#\\)$:[A/R M02'XN9Q\6`CM[G+R@2'T79>3KPJA3[@<^H3D$RX'/26?<#GY9!/ZA,OA2 M3[B`U!',H M2:8>EX/*,O6X'&+*M!LV<)BI!S'E%N=RB"FW,9<[W^%.A>^G.E<)IG>9"I*@ M[IXD9U"X3(^J0:'=/`J?/I5Z>50+"JWF4?@4JC2:1_6@,`8\JKK#[1!?V.4* MXWO&D,)C\-7B>_G"+_O@X\7WK#[[\C_IX#`Y]PJ-YM_?>8N;`IY7Y"LZWF/IP M7@8S.'X#/AY309W*50>G8=S+*1`@Q,P[N5H"/;!01CW MSELCJ^@!2-GSC&#<_KNY9PY9G`#0UD='+"*UO88G*R*UO89/.H(/XZS\]L-9N7P'0##=&#D M%%Z^`IRZBV@>4^$**O<*SF#.+E.#D7-:N1R<@8MK\Y@6C)S:RCXX$?=>#F]E M!F>?W\L1WLS@H&]X4+NN&^X#(X;1M7[,QXC<<;X4P*T]H3F-EE%C"+RU30K7)U.X.I7:8! M(Z>YL]8M&#G4G9D.C!SDS@Q.O;^7\]R9&<'(L>[,5*A/Y=;G#*9VF09,XS(M MF-9E.C"]RPQ@!I>9KO$*\-K+:A8PB\NN($9G:9!9<83^MO)FRDF,+/++&`6 MEZF@6W5!-ZPU7::!3^,R+9C693HPO9P,PNLX!97&8Z(J<(O\,R-5W`+"Y30;?*U>T,IG:9!DSC,BV8 MUF4Z,+W+#&`&EQG!C"XS@9E=9L3FHQ&[,#D/F61;DLLL8!:7J:!;Y>IV!E.[ M3`.F<9D63.LR'9C>908P@\N,8$:7J5"?RJW/&4SM,@V8QF5:,*W+=&!ZEQG` M#"XS'O&2QMUS-8&9768!L[C,&=O7&G?W6@=F<)D)S.(R%908P@\LLV+2TN'N6*FR[JO![)N[Q9]G(Y3(-F,9E6C"MRW1@ M>I<9P`PN,X(9768",[O,`F9QF4DV+[G[DQ;9NN0R%72K7-W.8&J7:<`T+M." M:5VF`].[S`!F<)D1S.@R$YC994;9J.3N19IDFY+++&`6EZF@6^7J=@93NTP# MIG&9%DSK,AV8WF4&,(/+C&!&EQED4Y*[[VB4+4DN,X&9768!L[A,!=TJ5[T,IG:9!DSC,BV8UF4Z,+W+C-BH,^+'Q*S!!&9VF44V][A,!=TJ M7S9`.]RL"\,/AZ#C5U0QV.PQ1KJ>+IAISC4\1AL MKX8Z'H/-U5#'8[!''.IX##960QV/P=9PU-1CL)$+5^W5!UO1<-4>@TUENP[H3R2%&V;'G+;^F.]FVY7C,LH_/ M(Q;9Q.<1U;KGQPEU7G?\.$2][O=QB&;=[>,0[;K7QR&Z=:>/0U18='E/6L[R MVMJQ[^0%M(-/LJ7`P<^8EKRWTATF&`^?<,M8\7?;XZ^GGW_\\_WO#\O[;[]_ M^OKTYO/#;_CYY]4/^`GRFV_A\^;A/\_AG.$W_WA\QJ?/UX^>?WQX_^O#-[&& M\6^/C\_Z'TQ%[_Y^_/;'^A/3G_^_`````/__`P!02P,$%``&``@````A`+8) M)T&L+P``_N@``!D```!X;"]W;W)K&ULE)W9DAPW MDK7O?[/_'6B\GV)NE569)FF,&?N6W+=+-E62:"VR9"2[-?/V5W_U_7C1]]_?/SZZ\<_;[_>_/SX?V^^/_[O7_[___OI[]MO__S^Q\W- MCT?P\/7[SX__^/'CK_V3)]\__7'SY>/WB]N_;KY"^>WVVY>//_"_WWY_\OVO M;S/GKX^=A_VWA_BX_>VWSY]NRMM/__IR\_6'<_+M MYL^//]#^[W]\_NN[>OORZ2'NOGS\]L]__?5?GVZ__`47__C\Y^OM]\^_N-/]/M_EIN/G]3WZ7_(_9?/G[[=?K_][<<%W#UQ#>4^[Y[L MGL#3+S_]^AD]D+`_^G;SV\^/GR[W'Y:KR\=/?OGI%*&WGV_^_A[]^]'W/V[_ M;KY]_G7\_/4&X<9`R1#\X_;VGV+:_2H(A9]0Z?HT!,^_/?KUYK>/__KSQ\O; MO]N;S[__\0/C?:KOT^V?J`E_/OKR69(`??_X/Z>___[\ZX\_?GZ\WEY<7BW6 MTKQ'_[CY_J/^+&4?/_KTK^\_;K^\7=#5SK^\@]?XH$-7>GXK\(P/K2A*QU'^OZIYF/G'SWFF^+#_^^/C+3]]N_WZ$LQ!Z_/VO MCW).6^[%G9\I?2;, MY>!U#M[DX&T.WN7@?0X^1.`)QG].`F3[?Y0$8B])H*-W4!"R8IT-N%IHD3(' M50[J'#0Y:'/0Y:#/P9"#,0=3#HXY>):#YSEXD8.7.7B5@]).#MSEXEX/W M.?@0@63`,47%`ZX'MV"L@**#>[?*CMR#L\$DIR-9$"F)5$1J(@V1EDA'I"4[D!9&71%X1>4WD#9&W1-X1>4_D0TR2$<R(?8I+D`<;0R@/!ISS0L3LX@A61DH)(2:0B4A-I MB+1$.B(]D8'(2&2*21('+&*M.`A.X^!)--\1*8E41&HB#9&62$>D)S(0&8E, M,4GB@*5Y'`>__KN0[>>//SY_^N?A]K3]U3.$F*?Q<>1R$_+$D376^O-LL5XM MTLFBG(TTO2HB-9&&2$ND(](3&8B,1*:8)"&3JT2\9#X;,C%/0^9('#)'MHO3 M@GJU6&ZR:,WZ'"TBM2/8PJI-,]O(,AU>LS59.^M:HB/2D]=AMO%>LP7"..OJ M=8I)$DEL(^)(:I()3B/FR"4V='-*[5:7:9`*9[3!(GA/1N'E)-FU23G4X[JJ6G6H:'U#+>5_&93T!AD]3LE3M)@RL;#"J;;D&"]J4X.LO9$ M?!%,185'B)RBDE'E41(MYRM"#1=L&77LJV#-!155;%4S:ABUC#I&/:.!TT8?$I1.0+(-L!+$;P]"XAWD*K\D0UA.%HQ*1A6CFE'#J&74,>H9 M#8Q&1E."TJC(2M^*BML!)).)1]%N<$FH9%0QJADUC%I&':.>TIX2E,15;NO%<=6%^HFG">A1MHK*]XW>ZIZ-HUJYG6.V M$JM4C9;NBL(YOU%TYQ:U52M74[;\ZE0--?6*0DV#HCMK&M7*K&E2]513.@1G M]DHX6^1S@$?Q\LNC>`>I*)R`*D6A4S6C1E'(]E91\-4I"KYZ1H.BX&M4%'Q- MBDZ^TJC([B,ZX.?$=+N2^,"6^\MRD.+<,:_(>`?IK?P.,KN*4`95#YK*HVC_ M4S-J0D$Y'+-M:QM4==NQCY[1$`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`%XIHKSRQKZ/ZBK<(NW58#B8#M#ZSZ3KQ=-.E:'/IKDHOMU?9*:+P M)IMP'BL]NKIV=TM65^M%MERIM%38^=2*@J-&4=PMN@W8JI7;^:Q6>'8ZO3_3 MJ46HK5<4:AL4>3_Y2*@<-V:WSJJ:U"KX/7JTW+AX;%:+;4BB=&1DSQ4=.CK' MK(5G(^/19AMF8V^6#(6:A?LOE3?;AI(UEVS4*G2D513"V"D*OGKV-2@*)Y-1 M4=B@38I"C4>/EIO3\XEIK,[LT-:\0U.$!9]L9S;+]3H,P.F1U<*;8*&C1W'I MT=7.%;K"[S[R>81+U8P:C_S6;WEULSH,9[9W:][>*8K7W9Y%=9<>(>X:C(JM:D:- M1]%>L674<<&>T<`%1X\03&W7Q`6/'DGD8):&2K8SUM'MMCGQ"7#MT:6_&VAE MK-\9FQVN612JU#7T:/EI9N]-ZNKZ"A+AT'V==8PN/U>,@P>81BT MG\7:L2B$I4>(NUI5;%4S:A0%]RVC3E'H;<]H4!1\C8KBC*76'[V51(XR]LSN M<3WO'K7#!T4ZQRYVV_QNHS=)CG7G2.?8Q>7U538[55RJ9M1X%.;8_%YG&RRT MS1W[Z1D-H:`]Q[HNW#?'.JNH[T?O-\RQ\5DIS=@S>[0U[]$4)7.LW[?%YS:' MDCF6K&KO+&ITXU$RQ[J"$>JX8,]H8%^C1\D<2^TZ>BMSCCVS2Y,-@5M!A3,A MKG=D.XJ#-T./@]ENDTU21;#25"H958QJ1@VCEE''J&L[H M!:.7C%XQ>LWH#:.WC-XQ>L_H0X+28RG;GH9S0P&AE-"4JB@OLWYCGQQ-.-AZ+HX@:CDE'%J&;4,&H9=8QZ1@.CD=&4 MH#0JV7;LOBL9JD8U>RY"5;><[9?:8.! M>NX8]>QY"%;>VO,C7/Y-:G&I+A^/,%F[#6SB/XM6%1SB*=.1+16$I6BD*':L9-8J" MKU91\-4I"KYZ1H.BX&M4%'Q-BDZ^TJBY-<[VV"@GCMVTS,:0D'G&7>(%M%_V?PR!G.M M9TJ]S8+F1F>%PU^&<'FQRP:M]&Y@H(-6 MJ66K`)OEQERZQ,&PRT3/>@RGJN;`B^7&6;;#H?@X%6 M-MU763H6LO6PQL)M29*Q\`C)-4=LM\E"72!;9<3\%+#97.2W-,I@H4VN/)(G M>&;7QF#X!H2%1A-\27PVBXMMMK=N@X76UCVHMMY;18^<#<&7K^UZ$\T4^:73 M,9AKU=-]5:=C*JIQ"+[NZ.,8K+2/TWTUID,C^R;KL''[*1PVH7;L MP;.#Y(!K_3*"V1X\W,MR%^R#E3:R9%0QJADUC%I&':.>T,7C)ZQ>@UHS>,WC)ZQ^@]HP\)2A)$5O-6@IQXNMOT*-Z#,RH958QJ1@VC MEE''J$]0VCG9!!K9CQL"^<2D*-I*,RH958QJ1@VCEE''J$]0VCG9CD6=NV]' MC`OGU&F/PHFJ\%9RT6:>>G?YBVC*8*5'?*7N@Z\Z6,6^LF5($ZS45\NH8_>] M6L6[L5VT\$BC=69CA2OM%!6')*U""/)?]12^H-Y8O[RZ7BVSBY.EM\$*4[M6 M*0H+M5I1W`_:,3=JY7>5EQ?YBJ95BU!;IRC4UBMR?O`"IS`>:<#.[+GPT#P% MS"$$3+M9>*OH-DSI$38A:E4QJA4%7XVBL"AN%05?':->T:E@VCG9>$3'CEYY MO'0;DG@UZ9$L5J-LR%?VWLK?/%D;CUF4WB3:[%2,:JW.W3?<\(61)EAH'%OV MTS'J0T%9%>XNELM=_%_8(Z>ADCV+%2J_XPFC`VCEGUUC/JD8-HY6:E;G?,K^+AS#LEUVR@/0M#<4NC26?G;OFO< M0EMFJ5)ZD^0X<*4B5*N5VRJN=Q=7V:JK"18A#\A/IU;A2.D5>=?Q)8HT.+(F MMH+CULK)0>(0@J-M*2X=2F8`AZ)N5MXJ0K6B$/N&4:LH]*MCU"LR9H`S"^/+ M>6&L/3EXE,T`V5*Y\%9^!KAZICY:8*%-K%E M/QVC/A24">#J8AGVH,G`XS=.R<#?M[(XV:=K18\0,VUCX=%UF-E+M0II4WD4 M!:E6J_`3M891JRCXZMA7KU8G7VFGSZP5M[Q6]"A;(&27E`MOI0N$S?;R\CJS M*;U-O$!0%!*[5G3W`D&M_`(!EQ[#\)XFIU8MH@6"HE!;KT@7"-'%TS1@V?I3 MSZ%;7F=Z%"\0/(JG!X^BN:!B5"L*:=0H"C-&JRCTJV/4*^+I87MFN7CB6:J[ MY6)ZQ?DR>_RK\`7]]+#:[*[6VVQ&+[U-E/L5H]JCY"$'7BYZ*US'.5T"VE[L MPCK/9X-K=U1;Q[7UF9\XJ=)L.+-V\7`QK`EQ%R8[R@S=#5Q(S2A'G+>IQ&4IJ7RI& M-:.&4XCE?E6X^2 M>_'\TPUOEE[RN@+NC7>=AEO!?SJP%O$:T6JK7]0;8-:8<$Q M;YWY%Z9J%6J<%(55W-&CI6QB9V>[;=@C)4-TE>UD=(UZXNDR3A$N&FG6%)[% MBU2/HI!7C&I%T2)54;1(511J[!CUBH*O05'P-2H*OB9&1X_PD0#I9!JJ,_N? M*][_*,+NVF4S_Q+)F_CE[OIJNU[E$XHWB98[%:/:(UW'&M?#@H6.6\M^.D9] M*"B]6&:3U!!D]3NRDXG1T:.E;+#`:.2"$Z.C1Q(]2M$SF[(KMY.)3WV*<#3[%%UDXUMX M$W^I;K6D^__>(#G474T1JM7*74W;8*.57O9I@H$.6JLH'*P=HUX1QFY.(YHV MAV"E[D=%P?W$Z.B1S`7!__F9],S^[HKW=XJ2F=29)3.I0U$L*U\R0K6B,-4U MC%I%H<<=HUY1\#4P&A4%7Q.CHT?F3'IFMRCO_LV6N(KFF?0R?TJG\"9^)EWB M:9-PKCN=JDMO$1W<%:/:(YU(<>,GN_S0!`O-I);]=(SZ4/`TD:;Y/P15W8[L M8V)T].BA\^B9'=@5[\`4)?.H,TOF48>2N!*JO;-D'G56$6J]5>2K8]2SKX'1 MR`4G1D>/S'GTS!X,1RK,DOLXJ0K5:A9ROK4 M5I8>Q8%E5'L4S9L-HY8+=HQZ+C@P&KG@Q.CHD3657I_9-9UX%BJ_D9JGTA4] M]^A+X>`^+5H7VUUV*;GT%M&!73&J%?D[O%L^UP<+':-643A<.T:](N"85/#FZ9@ MI>Y']C4Q.GKTT(GTS*;IFC=-BI*)U&^:XHG4H2B8E2\9H=JC9")U!2/4[J^OL7GCI+:*C MNV)4*_(3J6R:XD>F,J=-,->T:A6%`[ACU"LZ,ZNZ&$0+WU$+!+<3HZ-'#YU5 M9=MBS:IN.Q,OMZX]2F95QY)9U:$DR(1J[RSJ7L.H511ZW#'J%<6SJJ\QH%&M M@J^)T=$C05H]HC M/Z]N^)>'3;`(&>H:&+GNV'4?"I[V^-G%W"'(ZG=D)Q.CHT^4 MXKA[E$RHCB4K4X>BWE?7A&J/HMFS8=1RP8Y1SP4'1B,7G!@=/3(GU#.;I^MY M\Q1.D'AF(=ML'[P9XA+,=M&[LOP\ZYQ%T2M#0(&!4,JH8U8P:1FV"TF:?V;+L_/XDFKD\ MB@ZJPJ/LCE*V:"Z#U7SHL:\Z6,5'=KZ4"5;JJTU0VKELDW'?LPH[O].(.TV[ MA,);I<\ET$-SP4H;6GD4!;!FJX91FZ"TA[)\-DX\.[>LCM=&'LFK+.;;-KMM M=L(LO!6N?IW.I[@6L,E?YUBJIW!'O%(45BZU(N3_7!\_#ZA6_NG0Q45>6ZL6 MI]K2SI]9F^]X;>Y1]`:"PJ-X7:A6H1<5HUI1N/'=*`J)TRHZ^4J;+0L_:\S< M@C`9,X\6^'L.XBY_!7.QV1+M1V%_DOK)I@H6G= M)G[2GIY9CNYX.:H(/57'A6?QLLBCI!NT3JR]5;PL8M0FOM)VRTK+&B&W`DM& MR*,%6A%&B-YKMG-F?N.WV5Y?;VB6=";QIL27BE"MR.W(L)1>9'Z:8*&!;!49 MN7AF-;:;5V/JY*`(/556>)8<0ZYDU.;*6T6H5A0.F(91JXC;C5=,V$/DA'29 M,+/L,,H?=5([?QQ=X_&0;'K$IP^EWM,OCS4(^/8A,7S\T#$]DI87F\P5/H8X MFZ@K?`TQ=I7DY'*1+3#N.YFY`GDD_&HD/LS4$)>3M2'HIS/$#W25H9^.10`UB++T+':57>[#1RM=43V-+:X6VW4V`.BC M,XJ?7)M9.`6@C]X.79@/<3Z3S6;^5+:^R/8N"$)<81:$;*FB]Y26"UZ3*(O/ M9LKB0U%9=.!A$)V_B*&#GH4$P"!Z%HY0M#\NF[7_S$)DN9A7(B%XV-=EZ[J# MVB&Y@MWN*KO/@(%U[J()H9O$T$UBZ"8Q?).4&#Y*2@Q?)26&SY(2 MPW=)B1T-]LQ@SPWVPF`O#?;*8*\-]L9@;PWVSF#O#?8A95GJG%G&+1>\CE,6 M;_D,AIQP92,[Y`0QY`0QY`0QY`0QY`0QY`0QY`0QY$3,LGC(:LY8?2SE])4] MJ#.S:"]I,,3#EPUVB`!!#/(@A'L00CYAE\?^'AY MN93UF<0N?80ZO[^#^<79I9N[_#>N".=L%IT>?1718^>1732KY>_8083)'2), M#!'V+"S!$&'/XK/3+G]%+H).11%TLV@X3V;C(`M4,R_]&CB<*C"=^]6L>SDX M?^(HK>KG:+[(2),'LOT4YS9LD9>JXMA-DZ0WLS?X;FAW81=:H142>& MJ,^N0HV[J^P92T2=BB+JCBWQF\_3[?3E-GI[;!;R,\OSY8+7Y\K258&WB[9" MB*J#^#%,E+R.IH9?X9UN"R^6M.+W%G[%CV?$MOGCA_AP=[PF/UU? MQI>[B>'3W8[=\P-(-=.=`3^F@T]ZDW=\TYL8/NKM&%S=F81<%%_W=D67^*FI M2\)5-!=F(9>ENQERMZ9/0^Y8],/'8NF_&Q[OXY5%ZS@$U96-&()*_O!!=,>B MG$;(J"Q"1@PAH[+X$#K9(3Z.27PX!V49;P;$K>_3@/@U_YR#V6.R"(^S\-<& M5HO=97[Y`#GHO83#!.$BAG#-M86,,"9"-=/!IQ=-(J#D'0$EAH!ZAK_FS9$Q M$:I9Z`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`]BR`\JBYP@AIR(RV8Y(9?VS)SPU_SB<]3*L6Q91M?JO1E.4<89 M$QGCO"1G,,^2,Q@S9,Q<5EQGRUXDSRQK@B)Y'(M<(WF((7GFLG=,&337/:.*I!BLYE6@10C=T@Q8DBQN>P=52#K9C.M`EE'[I!UQ)!U MQ!ZSO)$+Q%'>S/O)E;MR MG%P!]2Q91M&6%BGCBR9VQH9RMO,/7V?S$#+*.<(+2**,1@FKGZLN69LA&J@_92/4A&]7/G?4A0=7N MSO4:KOSGJ1[&KGXYM=7$'B MQQ5FB2]7@,W$=Y>&T\1W+%W%$<.\Z%E8V2&)'8L2%M,B,20Q^4/"DC\D*95% MDA)#DI(_)"3Y0Q)2620A,20A^4/"D3\D%Y5%U09$/"[&_I]O+_5/\-)$5O`IY+V_19>7I->J1!U]9PF\1]_([-E:> M+E'1F2ZA(MQL,B_6DJX')R2MJ?I@36Y#2T/TT-K,FI M9W^:(EB34]#^-%6P)J>B_6G*8`VSY&://ZPDPVRYV>,/2Y-3^_XT=;)/.<7O M3U,H:W):WY^F4M;DE+X_3:FL'43#'U9;"M'PAZ7AK++9XP]+P]EEL\-@)3N&8"6Y:VE(VY7DKJ4A;5>2NY:&M%U)?EH: M4A.'HZUAZ%8R?E8Y#-U*QLC2,#PK&2-+0[JO).F^DKRV-*3T2O+:TC#D M*QEW2\.0KV1L+0W#NI*QM30,ZTK&UM(PK"LY'BP-A\)*C@=+PY`O9-RM21'C MOI!QMS0,^4+&W=(PY`L9=TO#N"]DW"T-0[Z0<;F)K>" M,.ZFAL4/SN.V)G?:,$9F.;GCAO.1J&ZDKY;&E+E2L;=TC"L5Y+SEH:4OI+\M#0,N,S7T M827C;LW7&'(YQYD:AE76W>;"&YJ2&QMNI#F.6\8FKR M&PJT!0_Q\_PIOZ5`6TQ-?E.!MIB:_)`";3$U^4$%VF)J&-:%C*W5!PSK0L;6 MTC"L+"WDO@]F/3!6G_*;Y+0%OQ6A^.)WVM= MB4]+PZY;YC,S+O+K&_3=U.17-U*?-7[XS9C,9Z:&MLA\9FKXW8C,9Z:&)LKQ M9\8%393CS]301#G^3`U-E.//U-!$.?Y,#4V4X\_4T,2%M-/*%S11X^T6:+6EE%!*4\&[+=!JJPQ> M<8%66PK>8X&V6TB')T& MBKQDA)7##HF`MQ)9"@XKO#F&%;RV!VVS+NK@W390K#(5RL@+;-@;7MR#%EA* M>XW)R;S>AC>Y[>4=9.P-+W3;RWO'6,&+V_;R^C%6\/ZVO;R%C!6\QFTO+R-C M!6\[1`NLBVIXZ2%:8"EXNR%:8"EXR2%:8"EXUR%:8"EX`]_^8+:M@%*8"MZW MMR]-!:_=V\L;XKBG>/O>7MX*Q\H!;3N8;2N@%*:"%U2B!59_\)Y*M,!2\+I* MM,!2\!I*9(BMK*%8UPOQ=E6,G*7@):L8.4O!6U0Q\;1@LL!:\=1@LL!6\?1@LLY8"V'!5YA@Y2\$;S3%REH(7FV/D+`7?`=C+ MJ^LYUO@5\\*WO>_E[?6LX+7_N_EY?6LX.W_>WF'/2L'M.U@M@VOHL?( M6:W&&^@Q/%G`9?`AB+]\N8`4?PT%/ MK2,+W\1!3RT%G\9!3RWE@!@FH=P?A6%7IJ*0?$X&#&`!].0D^MZ)102E.IH,C7 M?7A\\/TD]-12\)4D]-12\+$D]-12\,TD9+REX,-QZ*EUE!P0@X,9@P**?&"+ M6UU"*4T%WS!#3ZTR^)09>FHI^%X9>FHI^&P9>FHI^'H9>FHI^$H9,MY26L2@ M-6/009%OSW%/\8F_O7R"CA5\U@\ML)01BGR0CLO@BW[(1$LY;+=[^6PHERFV MV#.Y9U:SV[(U%/EP))?!AR+W\LU'5@YHP<%L00%%OOC'9?#I18RVI510Y/M_ M7`8?8MS+9P!9::`TIH)/;^_EF]1A<>'I?>%J>!STHB;=2S@J])[ M^9@RUX./2^_EF\JL-%#DT\JLM%#D"\NLX'O2>_G0,BOXK#1Z:BGX;CW*6''# MY^M1QE(.B-O!C!L^PH[H6!'%I]<1'4NIH,B'Q[G5^!`[HF,I#13Y##F7P4?7 M$1U+Z:#(1\FYS`$]/9@]+:`4IE)"*4VE@E*92@VE,9462FLJ_>7EOG>?C\R. MQL,E5@'N;=N94D`I3*6$4II*!:4RE1I*8RHME-94.BB=J?10>E-I+Y'7[@7W M67\Z*)VI]%!Z4SD@;@B@=*;20^E-98`RF,H(9325"T[6"VK8!2F$H)I325"DIE*C64VE3&-;)W;5`CRJUYM/Z@U01E.9H$RFY_?MS^):]P M?/2/VQ]XI^/IGW_&PO=V]R:W-H965T MWKFV^^_I$K5D8GI>6GH7QZJRKI3)3[]]N?+\\4?V\-QMW^]&P27 M5X.+[>O]_F'W^NUN\)_?XW_=#BZ.I\WKP^9Y_[J]&_RU/0Y^^_S/?WSZN3]\ M/SYMMZ<+>'@]W@V>3J>W<#@\WC]M7S;'R_W;]A62Q_WA97/"?P_?AL>WPW;S MT!J]/`]'5U?7PY?-[G70>0@/O^)C__BXN]\N]_<_7K:OI\[)8?N\.:'\QZ?= MVY&\O=S_BKN7S>'[C[=_W>]?WN#BZ^YY=_JK=3JX>+D/TV^O^\/FZS/J_6